Micro Focus International plc Result of AGM (6277H)

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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 To declare                                                       WITHDRAWN 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: [phone] 
   Stephen Murdoch, CEO                                     [e-mail] 

Brian McArthur-Muscroft, CFO

Ben Donnelly, Investor relations

   Brunswick                                                         Tel: [phone] 
   Sarah West                                                         [e-mail] 

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 [e-mail] or visit www.rns.com.

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March 25, 2020 13:47 ET (17:47 GMT)