TIDMMCRO
RNS Number : 6277H
Micro Focus International plc
25 March 2020
25 March 2020
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 Wednesday 25 March 2020.
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
2019 246,661,390 99.45 1,362,062 0.55 248,023,452 74.25% 1,937,346
----------- ----- ---------- ----- --------------- ----------- --------------
2. To declare WITHDRAWN
a final dividend(#)
-----------------------------------------------------------------------------------
3. To approve
the Directors'
Remuneration
report 236,879,729 94.84 12,892,752 5.16 249,772,481 74.77% 188,317
----------- ----- ---------- ----- --------------- ----------- --------------
4. To approve
the Directors'
Remuneration
Policy 242,371,213 97.05 7,362,083 2.95 249,733,296 74.76% 227,378
----------- ----- ---------- ----- --------------- ----------- --------------
5. To elect Greg
Lock as a Director 249,384,875 99.83 428,240 0.17 249,813,115 74.78% 147,684
----------- ----- ---------- ----- --------------- ----------- --------------
6. To re-elect
Stephen Murdoch
as a Director 247,228,184 98.96 2,606,139 1.04 249,834,323 74.79% 126,476
----------- ----- ---------- ----- --------------- ----------- --------------
7. To re-elect
Brian McArthur-Muscroft
as a Director 247,935,110 99.24 1,895,196 0.76 249,830,306 74.79% 130,493
----------- ----- ---------- ----- --------------- ----------- --------------
8. To re-elect
Karen Slatford
as a Director 221,130,590 88.51 28,706,256 11.49 249,836,846 74.79% 123,952
----------- ----- ---------- ----- --------------- ----------- --------------
9. To re-elect
Richard Atkins
as a Director 247,352,465 99.01 2,467,469 0.99 249,819,934 74.78% 140,864
----------- ----- ---------- ----- --------------- ----------- --------------
10. To re-elect
Amanda Brown
as a Director 240,796,290 96.39 9,030,193 3.61 249,826,483 74.79% 134,316
----------- ----- ---------- ----- --------------- ----------- --------------
11. To re-elect
Lawton Fitt as
a Director 243,410,079 97.44 6,397,771 2.56 249,807,850 74.78% 152,949
----------- ----- ---------- ----- --------------- ----------- --------------
12. To re-appoint
KPMG LLP as auditors 249,332,264 99.79 526,285 0.21 249,858,549 74.79% 102,250
----------- ----- ---------- ----- --------------- ----------- --------------
13. To authorise
the Directors
to determine
the remuneration
of the auditors 249,278,779 99.78 540,988 0.22 249,819,767 74.78% 141,032
----------- ----- ---------- ----- --------------- ----------- --------------
14. To authorise
the Directors
to allot ordinary
shares 239,738,932 95.97 10,055,546 4.03 249,794,478 74.78% 166,321
----------- ----- ---------- ----- --------------- ----------- --------------
15. To empower
the Directors
to allot ordinary
shares on a non-pre-emptive
basis* 246,870,911 98.84 2,890,811 1.16 249,761,722 74.77% 199,077
----------- ----- ---------- ----- --------------- ----------- --------------
16. To empower
the Directors
to allot ordinary
shares on a non-pre-emptive
basis for acquisitions
or capital investments* 230,140,432 92.14 19,644,952 7.86 249,785,384 74.77% 175,414
----------- ----- ---------- ----- --------------- ----------- --------------
17. To authorise
the Company to
purchase its
own shares* 245,953,218 98.68 3,284,702 1.32 249,237,920 74.61% 722,878
----------- ----- ---------- ----- --------------- ----------- --------------
18. To authorise
the Company to
hold general
meetings (other
than annual general
meetings) on
14 clear days'
notice* 238,494,580 95.46 11,342,564 4.54 249,837,144 74.79% 123,655
----------- ----- ---------- ----- --------------- ----------- --------------
* Passed as special resolutions.
(#) As announced on 18 March 2020 the Board has withdrawn its
recommendation of the final dividend for the financial year ended
31 October 2019. A confirmatory motion was passed by a simple
majority on a show of hands at the Company's Annual General Meeting
earlier today to formally withdraw resolution numbered 2 relating
to the approval of the final dividend.
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 6.30pm (UK time) on 23 March 2020, being
those eligible to be voted on at the Meeting, was 334,058,381.
2. For the purposes of section 341 of the Companies Act 2006,
the total votes cast amounted to 249,858,549 representing 74.79 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 "Shares For" and "Shares
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 which is available
on our website at
https://investors.microfocus.com/media/1670/mf_notice_of_meeting_2019.pdf
Enquiries:
Micro Focus Tel: +44 (0)1635 32646
Stephen Murdoch, CEO Investors@microfocus.com
Brian McArthur-Muscroft, CFO
Ben Donnelly, 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
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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