AGM Resolution

AVEVA Group plc ("the Company")

AGM Resolution

The notice of annual general meeting (AGM) of the Company to be held on Friday 7 July 2017 includes the following Resolution:

Resolution 19 to approve amendments to the rules of the AVEVA Group Senior Employee Restricted Share Plan 2015 (the "RSP") to allow awards to be granted to Directors of the Company (the "Resolution").

Following consultations with shareholders, the Company announces that it no longer intends to seek shareholders' approval for this Resolution at the AGM.

Chairman Philip Aiken said:

'We have been actively engaging with shareholders for some time. Whilst we received considerable support during this process of shareholder consultation, following feedback recently received in relation to resolution 19, it is clear that the right course of action for the Board, at this time, is to withdraw this Resolution. It follows, therefore, that no awards will be granted to the Directors under the RSP as currently envisaged under the proposed new Directors' Remuneration Policy for which shareholder approval is sought under resolution 3, unless subsequently approved by shareholders in general meeting.'