Statement re Press Speculation

THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

13 June 2016

AVEVA Group plc ("AVEVA" or "the Company")

Statement re Press Speculation

The Board of AVEVA notes today's press speculation and confirms that it has received a revised, conditional proposal from Schneider Electric SE ("Schneider Electric") for AVEVA to combine with Schneider Electric's Software Business in exchange for new AVEVA shares to be issued to Schneider Electric. Similar to the previous discussions that took place between the parties last year, the proposal also includes a significant cash payment from Schneider Electric to AVEVA, which would be distributed to AVEVA's current shareholders upon completion. The proposed transaction, if consummated, would result in Schneider Electric owning a majority equity stake in the enlarged AVEVA, which is intended to remain listed on the London Stock Exchange.

The Board of AVEVA is currently in preliminary discussions with Schneider Electric regarding the merits of such a transaction and its terms. There can be no certainty that the discussions between AVEVA and Schneider Electric will lead to any agreement concerning the possible combination or as to the timing or terms of any such agreement and there can be no assurance that, even if reached, any such agreement would be completed. A further announcement will be made as and when appropriate.

Such a transaction, if completed, would constitute a Reverse Takeover under the Listing Rules. Accordingly, the listing of AVEVA ordinary shares on the Official List and trading on the Main Market of the London Stock Exchange are being suspended with immediate effect. The listing and trading of AVEVA ordinary shares will recommence at the earlier of the publication of updated financial information on Schneider Electric's Software Business in accordance with Listing Rule 5.6.15 or confirmation that AVEVA is not proceeding with a potential transaction. The possible transaction, if completed, would also be subject to a waiver of the obligation which would otherwise fall upon Schneider Electric under Rule 9 of the Takeover Code. This announcement does not commence an offer period in respect of AVEVA.

This announcement has been made with the consent of Schneider Electric.

For further information please contact:

AVEVA Group Plc

Richard Longdon (Chief Executive Officer)

James Kidd (Chief Financial Officer)

+44 1223 556655

Lazard (Financial Adviser)

Cyrus Kapadia

Richard Hoyle

Olivier Christnacht

+44 20 7187 2000

Numis (Corporate Broker and Sponsor)

Simon Willis

Jamie Lillywhite

+44 20 7260 1000

FTI Consulting (Financial PR)

Ed Bridges

Dwight Burden

+44 20 3727 1017

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 Transaction 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 Transaction 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, or any transaction or 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 Transaction 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 Transaction 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, or any transaction or statement contained herein.

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.