AVV.L Regulatory News (AVV)

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1 March 2018

AVEVA GROUP PLC ("AVEVA" or "the Company")

Completion of Combination with Schneider Electric industrial software business

AVEVA, a global leader in engineering and industrial software, is pleased to announce that Completion of the Combination with the Schneider Electric industrial software business took place this morning at 8.00 a.m. The combination creates a global leader in engineering and industrial software with an unmatched set of solutions covering all aspects of digital asset management.

Defined terms used in this announcement shall have the meaning given to them in the Prospectus published by the Company on 5 September 2017. All references to time are to the time in London, England.

Admission of the 97,169,655 Consideration Shares issued to Schneider Electric Group and re-admission of the Company's 64,037,660 existing Ordinary Shares to the premium listing segment of the Official List of the London Stock Exchange occurred this morning at 8.00 a.m. AVEVA's share capital has increased to 161,207,315 ordinary shares and the total number of voting rights is now 161,207,315.

As previously announced, the Return of Value will be effected by way of an issue of B Shares. 64,037,660 B Shares of £10.15 each will be issued today on the basis of 1 B Share for each Ordinary Share held at the record date. Each B share will be redeemed today. From seven days following this, there will be a despatch of cheques or, if Ordinary Shares are held in CREST, CREST accounts will be credited in respect of the proceeds of redemption.

As previously announced, the record date for the £650 million cash Return of Value to AVEVA shareholders (£10.15 per Ordinary Share) was 6.00 p.m. on 28 February 2018. The ordinary shares of AVEVA are therefore now trading ex the right to receive B shares.

The Company is also pleased to announce that, with effect from Completion, Emmanuel Babeau and Peter Herweck have been appointed non-executive directors of the Company. With effect from Completion, Emmanuel Babeau has been appointed to the Company's Remuneration Committee and Peter Herweck has been appointed to the Company's Nomination Committee. There are no disclosures required in respect of these appointments under paragraph 9.6.13 of the Listing Rules of the Financial Conduct Authority save for those made in the Company's previous announcement of 8 September 2017 regarding these appointments (RNS number: 2778Q).

As previously announced, the effective date of Craig Hayman's appointment as CEO and a director of the Company was 19 February 2018. On the same date, James Kidd moved from CEO to Deputy CEO and CFO and David Ward became Deputy CFO and Company Secretary (and stepped down from the Company's board of directors). The information required to be disclosed under section 430(2B) of the Companies Act 2006 as a result of David Ward ceasing to be a director of the Company on 19 February 2018 is available on AVEVA's website at www.aveva.com/en/Investors/Corporate_Governance.

CEO Craig Hayman, said:

"This combination represents a transformational opportunity for AVEVA to drive growth and advance the digitalisation of the industrial world. I am looking forward to working with all of our stakeholders to deliver this opportunity."

Enquiries:

Lead Financial Adviser to AVEVA

Corporate Broker, Sponsor and Financial Adviser to AVEVA

Financial PR Adviser to AVEVA

IMPORTANT NOTICES:

Lazard & Co., Limited, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting as financial adviser to AVEVA and no one else in connection with the Combination and will not be responsible to anyone other than AVEVA for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the Combination or any other matters referred to in this announcement. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this announcement, the Combination or any statement contained herein.

Numis Securities Limited ("Numis"), which is authorised and regulated in the UK by the Financial Conduct Authority, is acting as corporate broker and sponsor to AVEVA and no one else in connection with the Combination and will not be responsible to anyone other than AVEVA for providing the protections afforded to clients of Numis nor for providing advice in relation to the Combination or any other matters referred to in this announcement. Neither Numis nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Numis, in connection with this announcement, the Combination or any statement contained herein.

Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, the Republic of South Africa, Japan, the United States or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of Australian, Canadian, South African, Japanese, or US securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement or other information referred to herein comes should inform themselves about, and observe, any such restrictions.

This announcement does not constitute or form part of any offer, invitation to sell, otherwise dispose of or issue, or any solicitation of any offer to purchase or subscribe for, any shares or other securities nor shall it or any part of it, nor the fact of its distribution form the basis of, or be relied on in connection with, any contract commitment or investment decision.

This announcement has been prepared for the purpose of complying with the applicable law and regulation of the United Kingdom and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.

This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by use of the mails, any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than (i) in accordance with the tender offer requirements under the US Securities Exchange Act of 1934, as amended, or the securities laws of such other country, as the case may be, or (ii) pursuant to an available exemption from such requirements.