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HPE Readies Software Business Spin Merger

August 7, 2017

The Hewlett Packard Enterprise Company Board of Directors has set the close of business on August 21, 2017 as the record date for the proposed spin-off of Seattle SpinCo, Inc., which will hold HPE’s software business (“Seattle”).

Subject to the satisfaction of the remaining conditions to the spin-off, on the distribution date for the spin-off, HPE will distribute to HPE stockholders one share of Class A common stock of Seattle (the “Seattle common stock”) for each share of HPE common stock held as of the close of business on the record date. As previously announced, immediately following the spin-off, a wholly owned subsidiary of Micro Focus International plc (“Micro Focus”) will merge with and into Seattle, and Seattle will continue as the surviving company and a wholly owned subsidiary of Micro Focus.

In the merger, each share of Seattle common stock outstanding immediately prior to the merger will be automatically converted into the right to receive a number of American Depositary Shares of Micro Focus (each representing one ordinary share of Micro Focus) such that immediately following the merger, these newly issued American Depositary Shares will, in the aggregate, represent 50.1% of the Micro Focus ordinary shares on a fully diluted basis. The balance of the then-outstanding Micro Focus ordinary shares will be held by pre-merger shareholders of Micro Focus.

The spin-off and the merger are currently expected to occur on September 1, 2017.

Two-Way Trading to Begin for HPE Common Stock on the NYSE
HPE has been advised by the New York Stock Exchange (the “NYSE”) that beginning prior to the spin-off and continuing through the business day immediately preceding the closing date of the merger, there will be two markets in HPE common stock on the NYSE: a “regular way” market and an “ex-distribution” market. During this period of two-way trading in HPE common stock, an HPE stockholder may also sell the Micro Focus American Depositary Shares that will be issued in respect of the shares of Seattle common stock that are distributed in the spin-off. These trading options are outlined in further detail below.

HPE
If, during the period of two-way trading, an HPE stockholder sells shares of HPE common stock in the “regular way” market (under HPE’s NYSE symbol, “HPE”), that stockholder will sell both shares of HPE common stock and the right to receive shares of Seattle common stock in the spin-off (and, consequently, Micro Focus American Depositary Shares in the merger).

HPE WI
If, during the period of two-way trading, an HPE stockholder sells shares of HPE common stock in the “ex-distribution” market (under the temporary NYSE symbol “HPE WI”), that stockholder will sell only shares of HPE common stock and will retain the right to receive shares of Seattle common stock in the spin-off (and, consequently, Micro Focus American Depositary Shares in the merger).

MFGP WI
An HPE stockholder also may also sell the right to receive the Micro Focus American Depositary Shares that will be issued in respect of the shares of Seattle common stock that are distributed in the spin-off, while retaining shares of HPE common stock. This option will be available under the temporary NYSE symbol “MFGP WI”.

Trades under the symbols “HPE WI” and “MFGP WI” will settle after the closing date of the merger. If the merger is not completed, all trades under these temporary symbols will be cancelled.

In all cases, investors should consult with their financial advisors regarding the specific implications of selling shares of HPE common stock or the right to receive shares of Seattle common stock in the spin-off (and, consequently, Micro Focus American Depositary Shares in the merger) before the closing date of the merger.

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