TIDMMCRO
RNS Number : 5462T
Micro Focus International plc
25 March 2021
25 March 2021
Micro Focus International plc
Results of Annual General Meeting
The Annual General Meeting (the "Meeting") of Micro Focus
International plc (the "Company, "Micro Focus", LSE: MCRO.L) was
held at The Lawn, 22-30 Old Bath Road, Newbury, Berkshire, RG14 1QN
at 3.00 p.m. on Thursday 25 March 2021.
All resolutions put to the Meeting as set out in the Notice of
Annual General Meeting were voted on by means of a poll. The voting
results below show the total of all the votes cast on a poll. The
poll results will also be posted on the Company's website.
Resolution (No. Votes For % Votes % T otal % of Issued Votes Withheld
as noted on proxy Against Votes Cast Share / Abstentions
form) (Excluding Capital
Votes Withheld Voted
/ Abstentions)
1. To receive
the Company's
accounts, together
with the reports
of the directors
of the Company
and the auditors
for the year
ended 31 October
2020 211,271,667 99.83 349,267 0.17 211,620,934 63.10 2,215,134
----------- ----- ---------- ----- --------------- ----------- --------------
2. To declare
a final dividend
of 15.5 cents
per ordinary
share for the
year ended 31
October 2020 212,662,240 99.98 48,789 0.02 212,711,029 63.42 1,125,040
----------- ----- ---------- ----- --------------- ----------- --------------
3. To approve
the Directors'
Remuneration
report for the
year ended 31
October 2020 204,671,466 96.66 7,067,012 3.34 211,738,478 63.13 2,097,591
----------- ----- ---------- ----- --------------- ----------- --------------
4. To re-elect
Greg Lock as
a Director 192,838,195 90.91 19,277,613 9.09 212,115,808 63.24 1,720,260
----------- ----- ---------- ----- --------------- ----------- --------------
5. To re-elect
Stephen Murdoch
as a Director 212,681,940 99.71 611,329 0.29 213,293,269 63.59 542,800
----------- ----- ---------- ----- --------------- ----------- --------------
6. To re-elect
Brian McArthur-Muscroft
as a Director 211,660,569 99.24 1,616,255 0.76 213,276,824 63.59 559,245
----------- ----- ---------- ----- --------------- ----------- --------------
7. To re-elect
Karen Slatford
as a Director 176,699,230 82.85 36,581,790 17.15 213,281,020 63.59 555,048
----------- ----- ---------- ----- --------------- ----------- --------------
8. To re-elect
Richard Atkins
as a Director 212,333,587 99.56 940,767 0.44 213,274,354 63.59 561,715
----------- ----- ---------- ----- --------------- ----------- --------------
9. To re-elect
Amanda Brown
as a Director 206,814,610 96.97 6,463,339 3.03 213,277,949 63.59 558,120
----------- ----- ---------- ----- --------------- ----------- --------------
10. To re-elect
Lawton Fitt as
a Director 203,803,824 95.56 9,472,872 4.44 213,276,696 63.59 559,373
----------- ----- ---------- ----- --------------- ----------- --------------
11. To elect
Robert Youngjohns
as a Director 213,037,627 99.89 242,465 0.11 213,280,092 63.59 555,977
----------- ----- ---------- ----- --------------- ----------- --------------
12. To elect
Sander van 't
Noordende as
a Director 213,027,135 99.88 248,056 0.12 213,275,191 63.59 560,878
----------- ----- ---------- ----- --------------- ----------- --------------
13. To re-appoint
KPMG LLP as auditors 213,156,494 99.91 184,942 0.09 213,341,436 63.61 494,632
----------- ----- ---------- ----- --------------- ----------- --------------
14. To authorise
the Directors
to determine
the remuneration
of the auditors 212,818,055 99.76 510,290 0.24 213,328,345 63.60 507,723
----------- ----- ---------- ----- --------------- ----------- --------------
15. To authorise
the Directors
to allot ordinary
shares 207,525,090 97.18 6,018,583 2.82 213,543,673 63.67 292,396
----------- ----- ---------- ----- --------------- ----------- --------------
16. To empower
the Directors
to allot ordinary
shares on a non
pre-emptive basis* 209,339,304 98.03 4,217,395 1.97 213,556,699 63.67 279,370
----------- ----- ---------- ----- --------------- ----------- --------------
17. To empower
the Directors
to allot ordinary
shares on a non
pre-emptive basis
for acquisitions
or capital investments* 186,474,736 87.33 27,048,867 12.67 213,523,603 63.66 312,465
----------- ----- ---------- ----- --------------- ----------- --------------
18. To authorise
the Company to
purchase its
own shares* 211,312,947 99.05 2,035,850 0.95 213,348,797 63.61 487,271
----------- ----- ---------- ----- --------------- ----------- --------------
19. To authorise
the Company to
hold general
meetings (other
than annual general
meetings) on
14 clear days'
notice* 206,977,263 97.02 6,347,232 2.98 213,324,495 63.60 511,574
----------- ----- ---------- ----- --------------- ----------- --------------
* Passed as special resolutions.
Notes:
1. The total number of ordinary shares of GBP0.10 each in the
capital of the Company (excluding shares held in treasury) on the
shareholder register at 6.30 p.m. (UK time) on 23 March 2021, being
those eligible to be voted on at the Meeting, was 335,395,596.
2. For the purposes of section 341 of the Companies Act 2006,
the total votes cast amounted to 213,556,699 representing 63.67 per
cent of the issued share capital.
3. Any proxy appointments which gave discretion to the Chairman
have been included in the "Votes For" total.
4. A "vote withheld" is not a vote in law and is not counted in
the calculation of the proportion of the "Votes For" and "Votes
Against" a resolution.
None of the resolutions put before the meeting are considered to
be resolutions which do not constitute ordinary business. The full
text of the resolutions is shown in the Notice of Meeting which is
available on our website at
https://www.microfocus.com/media/investors-report/2021-notice-of-general-meeting-report.pdf
Enquiries:
Micro Focus Tel: +44 (0)1635 32646
Stephen Murdoch, CEO Investors@microfocus.com
Brian McArthur-Muscroft, CFO
Ben Donnelly, Head of Investor relations
Brunswick Tel: +44 (0) 20 7404 5959
Sarah West MicroFocus@brunswickgroup.com
Jonathan Glass
Notes to Editors:
About Micro Focus
Micro Focus (LSE: MCRO.L, NYSE: MFGP) is a global enterprise
software company supporting the technology needs and challenges of
the Global 2000. Our solutions help organizations leverage existing
IT investments, enterprise applications and emerging technologies
to address complex, rapidly evolving business requirements while
protecting corporate information at all times. Our product
portfolios are Security, IT Operations Management, Application
Delivery Management, Information Management & Governance and
Application Modernization & Connectivity. For more information,
visit: www.microfocus.com
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