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. as noted on proxy form) |
Votes For |
% |
Votes Against |
% |
Total Votes Cast (Excluding Votes Withheld / Abstentions) |
% of Issued Share Capital Voted |
Votes Withheld / 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 a final dividend# |
WITHDRAWN |
||||||
|
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 £0.10 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
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