Micro Focus International plc Debt Investor Breakfast Mike Phillips – Chief Financial Officer Rob Ebrey – Director of Tax, Treasury & Risk 18 November 2016 Agenda • Micro Focus Company Overview • Announced Transaction Summary • HPE Software Assets Overview • Financial Impact & Integration • Appendix 2 Micro Focus International plc Company Overview Micro Focus $1.4bn Annual Revenue 20,000+ 80+ Customers Offices Worldwide 4,500+ 5,000+ Employees Partners 4 We Are a Software Company We make software, we sell software and we support software Everything is organised to help us do this: • Our systems • The way we interact with customers and partners • How we deliver consulting services • We aim to provide investors with a sustainable return of between 15% to 20% per annum • In doing so we need to be building a company with sustainable prospects for the ‘long’ term! 5 Micro Focus helps its customers to innovate faster with lower risk We enable them to embrace new technology while building on what already works. We call this bridging the old and the new 6 An Evolutionary Journey Resulting in Great Complexity - all in the last 35 years! Internet of Public Cloud Private Things Cloud (IoT) z / OS PL / I COBOL CICS IMS 7 Portfolio Positioning and Approach in Context of the Software Industry Product lifecycle Area of primary focus Potential change in trajectory (return to growth) “Me too” models Reduce rates of decline New tech models Introduction Growth Maturity Decline Nature of software Nature of software • Innovative and often disruptive technologies • Infrastructure software: embedded products with high switching costs • High capex and R&D • Limited growth capex • User base rapidly expanding, products repeatedly enhanced • Margin expansion and efficiency opportunities Investment strategy and valuation Investment strategy and valuation • Investing in growth = valuation and returns • Returns driven by maximizing cash flow • Rich valuations • Lower valuations Software company leading consolidation in the mature infrastructure software market to win through operational efficiency and scale 8 Portfolio Positioning and Approach in Context of the Software Industry (cont’d) Micro Focus specialises in managing mature infrastructure software assets which have been delivering value to significant numbers of customers over long periods of time Product portfolio characteristics Micro Focus approach • Broad based – covering all industrial sectors ‘Fund of funds’ approach to product portfolio • Significant numbers of customers Investment and focus driven by four-box model • Significant maintenance streams Objective: modest growth over medium-term, high levels of • Relatively high switching costs profitability, strong cash flow • Significant market positions Delivered through: efficient and focused investment across portfolio Four box model 1 2 New Models Growth Drivers Products that are relatively new and unproven in the market but Products that have shown consistent potential for sales growth expected to be growth drivers 3 Optimise 4 Core Products with declining sales over a period of time, and the Products that have maintained ‘flat sales’ over time with limited strategy is to move back to core OR manage decline and growth, but are central to the company’s revenues optimize returns in the long run 9 Operating Model & Structure: One company with two product portfolios Go To Market Go To Market NA, EMEA & APJ North America International APJ (LATAM from MF shared team) (EMEA, LATAM) Channel, Systems Channel, Systems Integrators & Independent Software Vendors Integrators & OEM Field Marketing Field Marketing Product Group Product Group Product Management Product Management Product Product Development Development Services, Customer Care, Renewals, Shared Marketing Services, Sales Operations Corporate Operations Finance IT HR Legal Business Operations & PMO 10 Board & Management Team Track record of successful integration Micro Focus Management Team Name Role Experience Kevin Loosemore Executive Chairman • Appointed non-executive Chairman of the Company in 2005 (11 years) • Executive Chairman in April 2011 • Previously non-executive Chairman of Morse plc • Previously, Kevin has acted as Chief Operating Officer of Cable & Wireless plc, President of Motorola EMEA. Prior to this he was Chief Executive of IBM UK Limited Mike Phillips CFO (6 years) • Joined Micro Focus in September 2010 • Chief Executive Officer at Morse plc, following his initial role as Group Finance Director • Left Morse plc in July 2010 following the turnaround and successful corporate sale to 2e2 in June 2010 Stephen Murdoch CEO, Micro Focus • Has held senior executive positions in general management, sales, and strategy with IBM and Dell division (4 years) • Most recently, he was the General Manager of EMEA for Dell's Public Sector and Large Commercial Enterprise business unit Nils Brauckmann CEO, SUSE (5 years) • Previously served in cross-functional and international management positions at WRQ (acquired by TAG in 2004), Novell and Siemens Nixdorf, where he started his technology career Source: Publicly available information, Company websites, BoardEx 11 Acquisitions to Strengthen our Customer Proposition Relativity Technologies Novell, NetIQ, Application portfolio Management AccuRev Attachmate, SUSE NetManage Agile Software Identity, Access, Security Connectivity Delivery Host Connectivity Borland Collaboration Application Lifecycle Performance Monitoring AcuCorp Management Workload Management Acu COBOL & Testing Cloud Management Enterprise Linux 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 Liant Serena COBOL and ALM & DevOps PL/I development PrismTech CORBA CompuWare Orbix Authasas Application Testing CORBA SoforTe Advanced Authentication Mainframe Solutions 12 Micro Focus made eight major acquisitions in last 10 years ACQUISITION PORTFOLIO GROUPS / MAIN PRODUCTS YEAR ACQUISITION VALUE ($M) EBITDA ($M) Dev & ITOM: Mainframe and distributed ALM and 1 Serena 2016 540 80 BPM Collab. & Networking (Novell), Host Connectivity Attachmate (TAG) 2014 2,350 313 2 (Attachmate), IAS (NetIQ) and SUSE 3 Accurev Dev & ITOM: Accurev 2013 19 (2)* Orbix assets from Collab. & Networking: CORBA 2012 15** 8 4 Progress SW 5 Borland Dev & ITOM: Borland / Silk Suite 2009 87 (11)* Dev & ITOM: Application Testing and Automated Compuware 2009 63 19 6 Software Quality 7 NetManage Host Connectivity: RUMBA 2008 46 (2)* 8 Acucorp CDMS: AcuCobol 2007 40 4* Note: Does not include acquisitions smaller than $10M: Authasas (’15), Openfusion (’13), Soforte (’13), Relativity (’09) and Liant (’08). *Values for Borland, NetManage, Acucorp and Accurev are operating profit, not EBITDA. **Orbix acquisition value includes other assets acquired from Progress Software. Source: Micro Focus and other companies annual reports, Internal Micro Focus data; Bain Analysis. 13 Net operational improvement accounts for ~36% of Micro Focus’ EBITDA growth over last 10 years Micro Focus’ EBITDA evolution ($mm) 8 7 6 5 4 3 2 1 80 612 ~34% of ~$490M total EBITDA growth driven by real net 166 532 operational improvement 313 (2) 39 3 (2) 19 (11) 8 '06 EBITDA Acucorp ('07) NetManage Compuware Borland ('09) Orbix assets Accurev ('13) TAG ('14) Op '16 EBITDA Serena ('16) '16 EBITDA ('08) ('09) from Progresss improvement (incl Serena) SW ('12) Serena acquisition Note: Does not include acquisitions smaller than $10M: Authasas (’15), Openfusion (’13), Soforte (’13), Relativity (’09) and Liant (’08). Values for Borland, NetManage, Acucorp and Accurev are operating profit, not EBITDA. closed end of Source: Micro Focus and other companies annual reports, Bain Analysis. FY16 14 Product Portfolio 16% 18% 18% COBOL Identity, Access and Development Linux and Security Solutions and Mainframe Open Solutions Source Identity Sentinel Enterprise Manager COBOL 14% 13%23% 11% Development and IT Host Connectivity Development Collaboration Operations Management Solutions and IT Operations and Networking ManagementTools Reflection Solutions Rumba Tools AccuRev Silk OES GroupWise MSS PlateSpin CORBA 15 Micro Focus – Product Portfolio Snapshot 1 2 3 4 5 6 COBOL Development Development and IT Identity, Access and Host Connectivity Collaboration and and Mainframe Operations Mgmt (Dev SUSE Security Solutions (IAS) Solutions Networking Solutions solutions (CDMS) & ITOM1) 2 $259m $217m $198m $320m $160m $254m Total $1,408m Rev FY16 FY16 (18% of total) (16% of total) (14% of total) (23% of total) (11% of total) (18% of total) • CD products enable • Facilitate secure access • Enable use of • Includes tools • Core products include • Operating system built programmers to by using identity centralised applications (applications) that email, calendaring, on top of the open develop applications information (identity (especially mainframes) enable IT departments contact management, source Linux kernel that written in COBOL management, access to end-users across to better manage their solutions for file & print / allows a computer and across multiple management, single- different environments datacenters, software storage of enterprise its various hardware platforms including sign-on etc) and devices development and files and software Windows, UNIX, Linux • Increased compliance / • Enable use of mainframe testing as well as • Brings people, projects components to interact and the cloud system monitor and regulation, expansion applications and data and processes together • Enterprise grade Linux • MS products let and diversity of cyber with modern dev. support tools in