#1MICROⓇ 0 FOCUS Micro Focus Lender Presentation 10 January 2022#2Disclaimer This presentations has been prepared solely to provide a basis for for potential providers of finance to consider whether to assist Micro Focus International PLC ("Micro Focus") and its subsidiaries (each a "Company" and together, the "Companies") with their evaluation of raising new debt facilities in connection with a potential refinancing transaction involving the Companies (the "Transaction). The existence of this presentation, the information contained within it and any information otherwise made available, whether orally or in writing, in connection herewith is confidential and is being made on the basis that the recipients keep such information confidential and use such information solely for the purposes contemplated hereby. 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MICRO FOCUS#31 Today's speakers Stephen Murdoch CHIEF EXECUTIVE OFFICER ■ ■ Previously COO at Micro Focus Prior to joining Micro Focus, Stephen held senior executive positions in general management, sales, and strategy with IBM and Dell Has 25 years of experience in IT industry spanning hardware, software, and services Matt Ashley CHIEF FINANCIAL OFFICER ■ Previously CFO and member of the board at William Hill Prior to William Hill, Matthew held several positions at National Express Group including Group CFO and President and CEO of its North America business Graduated from Leeds University and member of the Institute of Chartered Accountants in England and Wales MICROⓇ FOCUS#4Agenda 01. Transaction Overview 02. 03. Finance Update 04. 05. Micro Focus Overview and Strategy Update Key Credit Highlights Q&A MICROⓇ FOCUS#50 1. Transaction Overview#62 Executive Summary ■ ■ On the back of the FY21 trading update announced on November 18th, Micro Focus is looking to raise $1,100mm and €442mm in new 5-year Term Loan B to refinance¹ its existing capital structure as follows: ▪ Repay €442mm Term Loan B due June 2024 ▪ Partially repay $2,428mm Term Loan B due June 2024 The leverage-neutral transaction will extend the weighted average maturity of the capital structure from 2.7 years to 3.6 years A conference call with lenders is scheduled on Jan 10th, 2022 ▪ Commitments are requested by Jan 13th, 2022, with allocations by Jan 14th, 2022 Note: (1) The proceeds of the Facility may be used, in part, to repay existing debt of the Company, including existing debt owed to the Arranger and/or one or more of its affiliates MICROⓇ FOCUS#73 Transaction overview Sources and uses¹ Sources New Term Loan B ($) New Term Loan B (€442mm) Cash from balance sheet Total sources Pro forma capitalization¹ Cash and cash equivalents Unamortized debt financing costs³ RCF ($250mm)4 TLB-3 (MA Finance Co, $) TLB (MA FinanceCo, €442mm) TLB (Seattle SpinCo, $) New Term Loan B ($) New Term Loan B (€442mm) TLB-4 (MA Finance Co, $) TLB-1 (MA FinanceCo, €) Other debt Total gross debt Total net debt LTM Covenant EBITDA 360 513 2,428 $mm 1,100 513 15 As of Oct-21 $mm² (560) (60) 630 674 17 4,621 4,001 991 1,628 Uses Partial repayment of Term Loan B (Seattle SpinCo, $) Repayment of Term Loan B (MA FinanceCo, €) Estimated transaction costs Total uses Adj. 15 (513) (1,100) 1,100 513 15 Pro forma $mm (545) (60) 360 1,328 1,100 513 630 674 17 4,621 4,016 991 x LTM EBITDA 4.7x 4.1x $mm 1,100 513 15 2026 2024 2024 2024 2027 2027 2025 2025 1,628 Maturity Notes: (1) Based on EUR:USD of 1.16; (2) Estimated numbers based on 18 Nov trading update. Numbers in this statement were reported in billions to 1dp and as such may be subject to rounding in this document; (3) Relates to loan arrangement costs and OID for Term Loans and RCF which are netted from gross debt in line with IFRS; (4) In Dec 2021, the RCF was reduced from $350mm to $250mm and maturity was extended from Jun-24 to Dec-26 J I I MICROⓇ FOCUS#84 Summary terms and conditions Borrower Currency Amount Use of proceeds Ranking and security Maturity Margin Floor Amortization Call protection Maintenance covenants Other terms Governing law MA Finance Co., LLC EUR €442mm E+400-425bps 0.00% None Term Loan B Refinancing of existing debt Senior Secured 28 February 2027 101 soft call for 12 months Seattle Spin Co, Inc. USD New York law $1,100mm S+CSA+375-400bps 0.50% 1.00% per annum None (as existing) Largely in line with existing term loans, with share buybacks and special dividends governed by 3.0x Senior Secured Net Leverage Ratio MICROⓇ FOCUS#95 Transaction Timetable M T 3 10 17 24 4 11 18 25 W 5 January 2022 12 19 26 T 6 13 20 27 F 7 14 21 28 S 1 8 15 22 29 S 2 9 16 23 30 Key dates Date 10 Jan 2022 13 Jan 2022 14 Jan 2022 Event Lender call Commitments due Allocations MICROⓇ FOCUS#100 2. Micro Focus Overview and Strategy Update#116 Micro Focus overview Global Scale; Global Reach; Global Relevance One of world's largest pure-play enterprise software companies $2.9B* Annual Revenue 1,800 Patents issued * In FY 21 300+ Enterprise grade products 98 Customers of Fortune 100 [8] c. 12K Employees Worldwide 7,500 Partners Worldwide Established track record in key industries Aerospace & Defense 10 of top 10 Pharma 10 of top 10 Investi Services 9 of top 10 Oil & Gas top 5 SM Presence in 48 countries worldwide Electric Utilities 10 of top 10 Telecom 10 of top 10 {R ‒‒‒‒ MICROⓇ FOCUS#127 How we approach the Digital Transformation opportunity Customers need to balance the competing pressures of running and transforming at the same time Helping customers build better and more secure software that they deliver faster "Deliver at high speed with low risk" Enabling comprehensive CYBER security across applications, identities and data "Adapt with intelligence" Accelerate Application Delivery Simplify IT Transformation Run & Transform Strengthen Cyber Resilience کے Analyze in Time to Act Helping customers run, manage and secure complex hybrid IT infrastructures "Cut complexity and build agility" Providing analytics capability that delivers insights that can be acted upon in real-time "Increase prediction accuracy" MICROⓇ FOCUS#138 Our markets and what this means for our portfolios We operate in attractive and growing markets and our products are being re-positioned for success Stable/Declining 0% or less Low growth 0-5% Growth Our focus We have well positioned offerings with very strong roadmaps that are delivering as expected e.g. COBOL Large customer bases where we are re-shaping and re-positioning solutions to capture growth opportunities e.g. ArcSight High growth 10-20% Growth We have strong, well-positioned offerings where we are already participating in this high growth market e.g. Fortify Others we have had to re- architect and re-position the product to be able to capture this growth e.g. Vertica Very high growth >20% Growth MICROⓇ FOCUS#149 Product portfolio objectives – some highlights - Cyber Resilience (CyberRes) Application Modernisation & Connectivity (AMC) Application Delivery Management (ADM) IT Operations Management (ITOM) Information Management & Governance (IM&G) Objectives Sustain the growth momentum we have in applications, data and identity management and complete the re-positioning of ArcSight Continue to deliver for our existing customers and strengthen our leadership position in Application Modernisation both directly and through strategic partnerships such as AWS Build on core strengths in modern quality and agile development solutions and drive new innovation in support of the move to Value Stream Management underpinned by acceleration in SaaS Ensure our customer base can leverage the innovation already delivered, especially in Service Management, and accelerate the re-positioning of Service Assurance to AIOps and SaaS Keep executing the plan in Information Management and accelerate growth in Big Data driven by subscription and cloud revenues MICROⓇ FOCUS#1510 Medium term revenue growth goals > 50% of the portfolio delivering growth Application Modernisation & Connectivity (AMC) Cyber Resilience (CyberRes) Information Management & Governance (IM&G) IT Operations Management (ITOM) Application Delivery Management (ADM) Total Group Growth goals 5% plus 5% plus 0% plus Better than (5%) Better than (5%) 1-2% Growth drivers Mainframe to cloud modernisation Well positioned portfolio in growing Cyber Security market Well positioned portfolio in growing Big Data market AlOps and Value Foundry Value Stream Management MICRO® FOCUS#160 3. Finance Update#1711 Trading update for FY21 ■ Revenue of c.$2.9bn for the full year (CCY decline of approximately 5%) Micro Focus continues to deliver on its strategic objectives and the pace of change in the business is accelerating Significant improvement in the rate of YoY constant currency revenue decline versus 10% in FY20 Customer-centric investments are delivering meaningful improvements in both sales and operating performance with the transition to a single enterprise-wide platform creating the foundation for further simplification and productivity improvement Adjusted EBITDA of c.$1.0bn at a margin of c.36% for FY21 The lower Adj. EBITDA margin YoY reflects the revenue decline, targeted investments and the impact of the IT platform transition Available liquidity of over $0.8bn including undrawn revolver¹ at 31 Oct 2021 I ■ I ▪ Sale of Digital Safe announced ■ ■ On the 3rd November 2021, the Group announced the disposal of the Digital Safe business for cash consideration of $375mm. Net proceeds from the transaction will be used to reduce net debt by c.$0.4bn Testament to the underlying value of the Group's assets and a clear example of ability to deliver incremental value to all stakeholders The transaction is expected to close in the first quarter of calendar 2022 Note: (1) In Dec 2021, the revolver was reduced from $350mm to $250mm and maturity was extended from Jun-24 to Dec-26 MICROⓇ FOCUS#1812 Capturing efficiencies to improve margin Targeting between $400m and $500m of gross annual recurring cost reductions as we exit FY23 Cost of delivering programme c.$200m over 2 years. $1.9bn FY21 Exit cost base ($60m) Digital Safe 5% p.a. c.$200m Inflation ($400m) - ($500m) Planned cost saving c. $1.5bn- $1.6bn Target cost base MICRO® FOCUS#1913 Revenue outlook Path to exiting FY23 with flat year on year revenue trajectory (5%) 6% (8%) 0% (9%) Revenue trend from FY21 to FY23 Exit will not be linear 0% 4-6% All numbers are pro-forma with Digital Safe excluded from all periods 0-10% 10-20% (4%)-(6%) FY21 Maintenance SaaS and other recurring Consulting FY23 Exit Licence Licence consolidation before further acceleration Consulting growth with mainframe modernisation SaaS growth from new offerings and transition Maintenance stabilising through operational improvements MICROⓇ FOCUS#2014 Free cash flow and capital allocation Revenue stabilisation supported by cost saving yields $500m cash generation by the time we are exiting FY23 Revenue $2.9bn AEBITDA 36% FY21 ($0.1bn) ($50m) DigitalSafe Revenue stabilising $200-300m net annual savings Revenue 0% YoY AEBITDA Target ($50m) Finance Leases c.95% cash conversion Tax c.30% ($100m) Capex FY23 Exit ($200m) Interest $500m Adjusted FCF MICROⓇ FOCUS#210 4. Key Credit Highlights#2215 Micro Focus key credit highlights A player of scale in the global enterprise software market 1 MICRO FOCUS 5 2 4 3 Large digital transformation portfolio Highly diversified and recurring revenue base Sustained cash flow generation and disciplined approach to financial policy Disciplined cash management ■ Global software company supporting tens of thousands of customers More than 300 product line supporting critical use cases across four emerging themes of digital transformation ■ No revenue concentration by geography or end market with c.70% recurring revenues ■ Strong free cash flow generation, $500M run rate FCF target exiting 2023 Working capital management group delivering tight working capital control and cash management MICRO FOCUS#230 5. Q&A#24Appendix#2516 Historical financial performance (1 of 2) Licence Maintenance SaaS and other recurring Consulting Constant currency revenue (before haircut) Deferred revenue haircut Constant currency revenue Total constant currency costs Constant currency adjusted EBITDA Constant currency adjusted EBITDA margin % Per share data presented at Actual rates Diluted adjusted EPS (cents)** Dividend per share (cents) * H1'20 divisional split as reported and totals on a constant currency basis ** Diluted adjusted EPS from continuing operations FY 20 646.5 1,921.2 245.5 188.4 3,001.6 (0.6) 3,001.0 (1,827.3) 1,173.7 39.1% 154.37 15.5 FY 19 799.2 2,050.0 278.4 215.3 3,342.9 (6.8) 3,336.1 (1,977.4) 1,358.7 40.7% 195.89 Change % (19.1%) (6.3%) (11.8%) (12.5%) (10.2%) (91.2%) (10.0%) (7.6%) (13.6%) (1.6ppt) (21.2%) n.m. H1’21 301.7 912.5 119.8 91.7 1,425.7 1,425.7 (906.7) 519.0 36.4% 66.15 8.80 H1’20* 267.6 966 124.5 96.1 1,493.9 n/a 1,493.9 (931.3) 562.6 37.7% 72.10 Change % 9.7% (8.0%) (5.4%) (9.5%) (4.6%) (4.6%) (2.6%) (7.7%) (1.3ppt) (8.3%) n.m. MICROⓇ FOCUS#2617 Historical financial performance (2 of 2) Exceptional spend (at actual rates) System related spend ($m) Other integration costs ($m) Total HPE Software related exceptional spend Other exceptional costs ($m) Total (reported in operating profit) Impairment Charge* Total Exceptional Costs** Adjusted cash conversion* Free cash flow ($m) Net debt ($m)** *** **** FY 20 100.6 83.9 184.5 27.9 212.4 2,799.2 3,011.6 112.6% 511.2 4,153.5 FY 19 Change % 3.5x 126.3 168.0 294.3 (0.1) 294.2 294.2 95.3% 563.3 4,608.3 3.2x (20.3%) (50.1%) (37.3%) Net debt to Adjusted EBITDA ratio * $2,799.2m impairment of goodwill in FY 20 ** Exceptional costs for H1 20 exclude the loss from discontinued operation relating to the disposal of SUSE of $2.7m *** Defined as cash generated from operations divided by Adjusted EBITDA less exceptional items and excluding any goodwill impairment charge **** Including IFRS 16 lease liabilities n.m. (27.8%) n.m. 17.3ppt (9.2%) H1’21 29.2 15.3 44.5 98.5 143.0 143.0 124.5% 139.5 4,118.4 3.6x H1’20 71.5 54.7 126.2 126.2 922.2 1,048.4 131.5% 304.9 4,312.0 3.4x Change % (59.2%) (72.0%) (64.7%) 13.3% (86.4%) 7.Oppt (54.6%) MICROⓇ FOCUS#2718 Cash flow summary Cash generated from operations before working capital Movement in working capital Cash generated from operations Interest payments Bank loan costs Tax payments Purchase of intangible assets Purchase of property, plant and equipment Lease-related capital payments Free cash flow Adjusted cash conversion %* FY 20 1,050.2 32.6 1,082.8 (207.1) (47.9) (149.6) (60.6) (26.3) (80.1) 511.2 112.6% * Defined as cash generated from operations divided by Adjusted EBITDA less exceptional items and excluding any goodwill impairment charge FY 19 1,177.5 (121.2) 1,056.3 (227.1) 0.0 (167.4) (29.3) (56.3) (12.9) 563.3 95.3% H1’21 501.7 (33.6) 468.1 (110.7) (0.6) (128.9) (35.8) (10.3) (42.3) 139.5 124.5% H1’20 461.4 99.0 560.4 (105.5) (1.1) (65.5) (36.5) (6.1) (40.8) 304.9 131.5% MICROⓇ FOCUS#2819 Highly Diversified Global Revenue Streams with recurring revenue base Geography FY 20 ($m) APAC & Japan $353 38% International $1,145 Business FY 20 ($m) 12% North America $1,503 5-0 50% 22% Security $646 IM&G $401 13% ITOM $853 28% 16% AMC $470 Note: Recurring revenue consists of Maintenance and Subscriptions (Micro Focus) or Support and SaaS (HPE Software) 21% ADM $631 Recurring revenue FY 20 ($m) Total revenue: $3.0bn Approx. 72% recurring revenues SaaS & other recurring $245 Consultancy $188 8% 6% 64% Maintenance $1,921 22% Licence $647 MICROⓇ FOCUS