Annual Financial Report and Notice of AGM

AVEVA Group plc (the "Company")

Annual Financial Reportand Notice of Annual General Meeting

Following the release on 23 May 2013 of the Company's preliminary results for the year ended 31 March 2013, the Company announces that it has published its Annual report and Accounts.

The Company also announces that its 2013 Annual General Meeting will be held at 9.30 a.m. on 9 July 2013 at The Trinity Centre, 24 Cambridge Science Park, Milton Road, Cambridge CB4 0FN.

Copies of the Annual Report and Accounts and Notice of AGM are available to view on the Company's website at www.aveva.com. Pursuant to Listing Rules LR9.6.3R(1), copies of these documents and a proxy form for the 2013 Annual General Meeting have also been submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.morningstar.co.uk/uk/nsm.

Hard copies have been mailed today to those shareholders who have elected to continue to receive paper communications.

In accordance with the requirements of Rule 4.1 and Rule 6.3.5 of the Disclosure and Transparency Rules (DTR) of the UK Financial Conduct Authority, the following disclosure of related party transactions supplements the disclosures made by the Company in its preliminary results announcement.

The Company does not have material related party transactions to report. Disclosure of remuneration paid to key management personnel is included on page 86 of the Annual Report and Accounts.

Special Dividend and Share Consolidation

On 23 May 2013, the Company announced its intention to return approximately £100 million to shareholders via a Special Dividend and Share Consolidation. The Notice of AGM sets out full details of the proposed Special Dividend and associated Share Consolidation, both of which are conditional upon passing of the relevant resolution at the Annual General Meeting.

Special Dividend

It is proposed that the amount of the Special Dividend is 147.0 pence per existing ordinary share. The Board is proposing to pay the Special Dividend to Shareholders who are on the Register at 6.00 p.m. on 12 July 2013. The Special Dividend is expected to be paid to Shareholders on 9 August 2013.

Share Consolidation

It is proposed that the payment of the Special Dividend be accompanied by a consolidation of the Company's ordinary share capital. The Share Consolidation will replace every 16 existing ordinary shares with 15 new ordinary shares. Upon the Share Consolidation becoming effective, the nominal value of the existing ordinary shares will change from 31/3 pence to 35/9 pence per new ordinary share. Fractional entitlements arising from the Share Consolidation will be aggregated and sold in the market as soon as practicable after the Share Consolidation on behalf of the relevant Shareholders. The net proceeds of the sale, after the deduction of the expenses of the sale, are expected to be paid in due proportion to the relevant Shareholders on 22 July 2013, except that individual accounts of £3 or less will be retained by the Company.

As at the close of business on 3 June 2013 (being the latest practicable date prior to the publication of the Notice of Annual General Meeting) when there were 68,079,078 existing ordinary shares in issue, the total amount of the Special Dividend was equivalent to approximately 6.1 per cent of the market capitalisation of the Company. The effect of the Share Consolidation will be to reduce the number of existing ordinary shares in issue by approximately the same percentage.

As all ordinary shares will be consolidated, each Shareholder's shareholding as a proportion of the total number of issued ordinary shares in the share capital of the Company will be the same immediately before and after the implementation of the Share Consolidation (save in respect of fractional entitlements).

The expected timetable for the Final Dividend, Annual General Meeting, the Special Dividend and Share Consolidation are set out below:

Notes:

(1) References to times are to London time unless otherwise stated.

(2) If any of the above times or dates should change, the revised times and/or dates will be notified to shareholders by an announcement on a Regulatory Information Service.

(3) All events in the above timetable scheduled to take place after the Annual General Meeting in respect of the Special Dividend and the share consolidation are conditional on the approval by shareholders of Resolution 15 as proposed. The despatch of certificates for new ordinary shares (where applicable) and the payment of fractional entitlements (where applicable) are conditional upon an amendment to the Official List of the UK Listing Authority to reflect the share consolidation.