aveva group plc · aveva group plc (registered in england no. 2937296) registered office: high...

This document is important. You are advised, if you are in any doubt as to what action to take, to consult appropriate independent advisers. If you have sold or otherwise transferred all your ordinary shares, please forward this document and accompanying documents to the person through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

AVEVA Group plccircular to Shareholders

and proposed Special Dividend of 147p per Existing ordinary Share

and Share consolidation of 15 New ordinary Shares for every 16 Existing ordinary Shares

and Notice of Annual General Meeting

Application will be made to the UK Listing Authority for the Official List to be amended to reflect the new ordinary shares arising from the proposed consolidation and to the London Stock Exchange for the new ordinary shares to be admitted to trading on the London Stock Exchange’s market for listed securities. It is expected that dealings in the existing ordinary shares will continue until 4.30 p.m. on 12 July 2013 and that Admission of the new ordinary shares will become effective and dealings for normal settlement will commence at 08.00 a.m. on 15 July 2013.

Notice of Annual General Meeting

part Heading page

Part I Letter from Chairman 3

Part II Additional Information about the special dividend and share consolidation 6

Part III Notice of Annual General Meeting 9

ExpEctED tiMEtAblE 2013

Existing ordinary shares marked ex-entitlement to the final dividend of 19.5p per existing ordinary share Wednesday, 19 June

Record date for entitlement to the final dividend Friday, 21 June

Latest time and date for receipt of Forms of Proxy from shareholders 9.30 a.m. on Friday, 5 July

Annual General Meeting 9.30 a.m. on Tuesday, 9 July

Record date for entitlement to the special dividend of 147p per existing ordinary share and the share consolidation 6.00 p.m. on Friday, 12 July

Existing ordinary shares marked ex-entitlement to the special dividend Monday, 15 July

Effective time and date of the share consolidation and the date CREST accounts credited with new ordinary shares 8.00 a.m. on Monday, 15 July

Commencement of dealings in new ordinary shares 8.00 a.m. on Monday, 15 July

Payment (where applicable) of fractional entitlements by cheque or CREST Monday, 22 July

Despatch (where applicable) of certificates for new ordinary shares Monday, 22 July

Payment of final dividend by cheque or BACS Friday, 26 July

Payment of special dividend by cheque or BACS Friday, 9 August

NotES:(1) References to times in this Circular 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.

The Shareholder Helpline number is 0871 664 0321 (from within the UK) or +44 208 639 3399 (if calling from outside the UK). Calls to 0871 664 0321 are charged at 10p per minute (excluding VAT) plus network extras. Lines are open from 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK public holidays). Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that the Shareholder Helpline operators cannot provide advice on the merits of the share consolidation nor give financial, tax, investment or legal advice.

AVEVA Group plc2 Circular and Notice of Meeting

AVEVA GRoUP PLC(Registered in England No. 2937296) Registered office: High Cross Madingley Road Cambridge CB3 0HB

7 June 2013

pArt i – lEttEr froM tHE cHAirMAN

Dear Shareholder

This Circular accompanies the annual report and the audited accounts of the Company for the year ended 31 March 2013.

The purpose of this Circular is to explain certain elements of the business to be conducted at the Annual General Meeting.

NoticE of ANNuAl GENErAl MEEtiNG

You will find the Notice of Annual General Meeting of the Company, which is to be held on 9 July 2013 at 9.30 a.m., set out in Part III of this Circular.

(a) resolution 2. Approval of Directors’ remuneration report

In accordance with the Companies Act 2006, directors of listed companies are required to prepare a detailed directors’ remuneration report which must be proposed for approval by the shareholders at the annual general meeting. The Directors’ remuneration report contains, inter alia, details of the members of the Remuneration Committee, the Company’s policy on Directors’ remuneration, a performance graph showing the Company’s performance measured by shareholder return compared with the performance of the comparator group of companies in the industry as described in the Directors’ remuneration report, details of the Directors’ service contracts and letters of appointment and specific disclosures relating to each Director’s remuneration. It is proposed that the Directors’ remuneration report for the year ended 31 March 2013, as set out on pages 40 to 49 of the annual report, be approved.

(b) resolutions 4, 5, 6, 7 and 8: re-election of Directors

In accordance with the UK Corporate Governance Code, each of the Directors, with the exception of Hervé Couturier who will retire from the Board at this AGM, has decided to retire and offer himself for re-election.

Biographical details in respect of the Directors standing for re-election are set out on pages 32 and 33 of the annual report.

In relation to the Directors who are standing for re-election, the Chairman is satisfied that, following a formal performance evaluation, each Director continues to be effective and demonstrates commitment to his role.

(c) resolution 11: Authority to repurchase ordinary shares

Resolution 11 set out in the notice convening the Annual General Meeting gives authority to the Company to purchase its own ordinary shares up to a maximum of 6,382,413 ordinary shares until the earlier of 8 october 2014 and the date of the next Annual General Meeting. This represents 10% of the ordinary shares in issue at 3 June 2013 as adjusted for the proposed share consolidation (if resolution 15 is not passed, the authority will be for a maximum of 6,807,907 shares, which represents approximately 10% of the ordinary shares in issue on that date). The Company’s exercise of this authority is subject to the stated upper and lower limits on the price payable which reflects the requirements of the UK Listing Authority. Shares will only be repurchased if earnings per share are expected to be enhanced as a result and the Directors believe it is in the best interests of shareholders generally. To the extent that any shares so purchased are held in treasury, earnings per share will be enhanced until such time, if any, as such shares are resold or transferred out of treasury.

The Company has the choice of cancelling shares which have been repurchased or holding them as treasury shares (or a combination of both). Treasury shares are essentially shares which have been repurchased by the Company and which it is allowed to hold pending either reselling them for cash, cancelling them or, if authorised, using them for the purposes of its employee share plans.

AVEVA Group plc 3Circular and Notice of Meeting

NoticE of ANNuAl GENErAl MEEtiNG continued

(c) resolution 11: Authority to repurchase ordinary shares continued

The Directors believe that it is desirable for the Company to have this choice. Holding the repurchased shares as treasury shares would give the Company the ability to reissue them quickly and cost effectively and would provide the Company with additional flexibility in the management of its capital base. No dividends will be paid on, and no voting rights will be exercised, in respect of treasury shares.

As at 3 June 2013 (being the latest practicable date prior to the publication of this Circular), there were 510,975 outstanding options granted under all share option plans operated by the Company which, if exercised, would represent 0.74% of the issued ordinary share capital of the Company at that date. If this authority and any existing authority were exercised in full and the shares repurchased were to be cancelled, such options, if exercised, would represent 0.88% of the issued ordinary share capital of the Company if resolution 15 is passed, and if that resolution is not passed, these options would represent 0.83% of the issued ordinary share capital of the Company.

(d) resolution 12: Authorities to allot shares

The Directors may allot shares and grant rights to subscribe for, or convert any security into, shares only if authorised to do so by shareholders. The authority granted at the last Annual General Meeting is due to expire at this year’s Annual General Meeting. Accordingly, resolution 12 will be proposed as an ordinary resolution to grant new authorities to allot shares and grant rights to subscribe for, or convert any security into, shares (a) up to an aggregate nominal amount of £756,434.20 and (b) in connection with a rights issue up to an aggregate nominal amount (reduced by allotments under part (a) of the resolution) of £1,512,868.40.

These amounts represent approximately 33.3% and approximately 66.7% respectively of the total issued ordinary share capital of the Company as at 3 June 2013 (the latest practicable date prior to the publication of this notice). If given, these authorities will expire at the Annual General Meeting in 2014 or on 8 october 2014, whichever is the earlier. Where usage of these authorities exceeds the thresholds suggested by the Association of British Insurers (the ABI) in their guidance, the Directors will stand for re-election at the following Annual General Meeting to the extent required by the ABI.

The Directors have no present intention of issuing shares pursuant to this authority.

As at 3 June 2013 (the latest practicable date prior to the publication of this notice) the Company holds no treasury shares.

(e) resolution 13: Disapplication of pre-emption rights

The Directors also require a power from shareholders to allot equity securities or sell treasury shares for cash otherwise than to existing shareholders pro rata to their holdings. The power granted at the last Annual General Meeting is due to expire at this year’s Annual General Meeting. Accordingly, resolution 13 will be proposed as a special resolution to grant such a power. Apart from offers or invitations in proportion to the respective number of shares held, the power will be limited to the allotment of equity securities and sales of treasury shares for cash up to an aggregate nominal value of £113,465.13 (being 5% of the Company’s issued ordinary share capital at 3 June 2013 (the latest practicable date prior to the publication of this notice)). If given, this power will expire on 8 october 2014 or at the conclusion of the Annual General Meeting in 2014, whichever is the earlier. The Directors will have due regard to institutional guidelines in relation to any exercise of this power, in particular the requirement for advance consultation and explanation before making any non pre-emptive cash issue pursuant to this resolution which exceeds 7.5% of the Company’s issued share capital in any rolling three year period.

(f) resolution 14: Notice required for shareholder meetings

The regulation implementing the Shareholders Rights Directive increased the notice period for general meetings of the Company to 21 days unless shareholders agree to a shorter notice period. on the basis of a resolution passed at the 2012 Annual General Meeting, the Company is currently able to call general meetings (other than an AGM) on 14 clear days’ notice and would like to preserve this ability. resolution 14 seeks such approval. The approval will be effective until the Company’s next Annual General Meeting, when it is intended that a similar resolution will be proposed. The Company will also need to meet the requirements for electronic voting under this Directive before it can call a general meeting on 14 days’ notice. The shorter notice period would not be used as a matter of routine for general meetings. However, the flexibility offered by this resolution will be used where, taking into account the circumstances, including whether the business of the meeting is time sensitive, the Directors consider this appropriate in relation to the business to be considered at the general meeting in question.

(g) resolution 15: Special dividend and share consolidation

AVEVA is committed to generating returns for our shareholders whilst maintaining a strong balance sheet to provide adequate resources for future investment and growth. In light of the Group’s strong performance and strong cash generation over many years, the Board is proposing the return of cash to shareholders of approximately £100 million.

The proposed £100 million return of cash will be structured as a special dividend of 147.0p per existing ordinary share and an associated consolidation of existing ordinary shares on the basis of 15 new ordinary shares for every 16 existing ordinary shares. If shareholders approve the special dividend, it is expected to be paid on 9 August 2013 to those shareholders on the register of members at 6.00 p.m. on 12 July 2013, with an ex-dividend date of 15 July 2013.

As is common when an amount representing a significant proportion of the market capitalisation of a company is returned to shareholders, the Board recommends that the special dividend is combined with a share consolidation. The share consolidation is intended, so far as possible, to maintain the comparability of the Company’s share price before and after the special dividend. The total amount of the special dividend is equivalent to approximately 6.1% of the market capitalisation of the Company as at 3 June 2013 (being the latest practicable date prior to the publication of this Circular).

Notice of Annual General Meeting continued


NoticE of ANNuAl GENErAl MEEtiNG continued

(g) resolution 15: special dividend and share consolidation continued

The effect of the share consolidation will be to reduce the number of ordinary shares in issue by approximately the same percentage. It is anticipated, therefore, that the market price of each ordinary share should remain at a broadly similar level following the special dividend and the share consolidation.

Shareholders will still hold the same proportion of the Company’s ordinary share capital as before the share consolidation (subject to any fractional entitlements). Although the new ordinary shares will have a different nominal value, they will carry equivalent rights under the Articles of Association to the existing ordinary shares currently in issue. The payment of any fractional amounts arising from the share consolidation will be made separately on 22 July 2013 to the relevant shareholders.

If resolution 15 is not passed, the special dividend will not be paid and the share consolidation will not take place. Further details about the special dividend and the share consolidation are set out in Part II of this Circular.

rEcoMMENDAtioN

Your Directors believe all of the proposed resolutions to be considered at the Annual General Meeting are in the best interests of the Company and its shareholders as a whole and unanimously recommend that you vote in favour of them, as they intend to do so in respect of their own beneficial holdings, which amount in aggregate to 367,327 shares, representing approximately 0.54% of the existing issued share capital of the Company as at 3 June 2013, being the last practicable day before publication of this document.

Yours faithfully

PHILIP AIKENChairman


pArt ii – ADDitioNAl iNforMAtioN About tHE SpEciAl DiViDEND AND SHArE coNSoliDAtioN

1. SpEciAl DiViDEND

AVEVA is committed to generating returns for our shareholders whilst maintaining a strong balance sheet to provide adequate resources for future investment and growth. In light of the Group’s strong performance and strong cash generation over many years, the Board is therefore recommending a special dividend to shareholders of 147.0p per existing ordinary share, in addition to the final dividend of 19.5p per existing ordinary share.

Payment of the special dividend is conditional on shareholder approval of resolution 15, as set out in the Notice of Annual General Meeting. The special dividend is payable to shareholders who are on the register of members at 6.00 p.m. on 12 July 2013 and is expected to be paid to shareholders (including CREST shareholders) on 9 August 2013 by cheque or BACS (where there is an existing dividend mandate).

Existing dividend mandates to bank or building society accounts given in relation to dividends paid in respect of existing ordinary shares will continue to apply to the new ordinary shares.

2. SHArE coNSoliDAtioN

The total amount of the special dividend is equivalent to approximately 6.1% of the market capitalisation of the Company at the close of business on 3 June 2013 (being the latest practicable date prior to the publication of this Circular). The effect of the share consolidation will be to reduce the number of ordinary shares in issue by approximately the same percentage, with the result that shareholders will receive 15 new ordinary shares for every 16 existing ordinary shares held at the special dividend record date.

The purpose of the share consolidation is to seek, as far as possible, to ensure that the market price of each ordinary share is maintained at a broadly similar level following the special dividend and the share consolidation. It is common UK practice for the payment of a significant special dividend by a company to be combined with a share consolidation.

Although following the share consolidation each shareholder will hold fewer new ordinary shares than the number of existing ordinary shares held before, each shareholder’s shareholding as a proportion of the total number of new ordinary shares in the capital of the Company in issue will be the same before and immediately after the share consolidation, save in respect of fractional entitlements. Although the new ordinary shares will have a different nominal value, they will carry the same rights as currently attach to existing ordinary shares under the Articles of Association of the Company.

The share consolidation will replace every 16 existing ordinary shares of 31/3p each with 15 new ordinary shares of 35/9p each. If an individual shareholding is not exactly divisible by 16, the share consolidation will generate an entitlement to a fraction of a new ordinary share. Fractions of new ordinary shares will not be allotted to shareholders; instead the shares representing the fractions of new ordinary shares will be aggregated and sold on behalf of the shareholders entitled to the fractions as soon as practicable after the share consolidation. The net proceeds of the sale, after the deduction of the expenses of the sale, will be distributed in due proportion among the relevant shareholders, except that any individual entitlements of £3.00 or less will be retained by the Company. only shareholders with a holding of existing ordinary shares that are not exactly divisible by 16 will be left with an entitlement to a fraction of a new ordinary share. Payment of fractional entitlements (where applicable) is expected to be despatched on 22 July 2013 by CREST payment or by cheque. CREST shareholders will receive their fractional entitlement payment via their CREST accounts. Non-CREST shareholders, regardless of whether they have an existing mandate to a bank or building society account, will receive a cheque for their fractional entitlement (where applicable).

Shareholders who hold fewer than 16 existing ordinary shares will still have their shareholding consolidated, and their shareholding will be dealt with in accordance with the procedure for fractional entitlements to new ordinary shares described above.

For purely illustrative purposes, examples of the effect of the share consolidation and the special dividend are set out below:

No. of existing ordinary shares No. of new ordinary shares Fractional entitlement* Special dividend (£)

1 0 0.94 1.4720 18 0.75 29.4025 23 0.44 36.7550 46 0.88 73.5080 75 0 117.60100 93 0.75 147.001,000 937 0.50 1,470.00

* The fractional entitlement represents the fraction of a new ordinary share which will be sold on behalf of shareholders as soon as practicable after the share consolidation. The net proceeds of the sale will be despatched to shareholders thereafter or, in the case of individual entitlements of £3.00 or less, retained by the Company.

Following the share consolidation and assuming no further shares are issued between the date of this Circular and the share consolidation becoming effective, the Company’s issued ordinary share capital will comprise 63,824,136 new ordinary shares. No change in the total aggregate nominal value of the Company’s issued share capital will occur.

If the share consolidation is approved pursuant to resolution 15, the Company will send holders of certificated existing ordinary shares new share certificates in respect of the new ordinary shares. The new share certificates will be sent on 22 July 2013 by pre-paid first class post, at the risk of the relevant holder of ordinary shares, to the registered address of that holder or, in the case of joint holders, to the holder whose name appears first in the register of members.



2. SHArE coNSoliDAtioN continued

Share certificates for existing ordinary shares will no longer be valid and should be destroyed once the new certificate is received.

Shareholders who hold their entitlement in uncertificated form through CREST will have their CREST accounts adjusted to reflect their entitlement to new ordinary shares. The existing ISIN (GB00B15CMQ74) (SEDOL B15CMQ7) will be disabled as at 4.30 p.m. on 12 July 2013 with the new ordinary shares under ISIN (GB00BBG9VN75) (SEDOL BBG9VN7) commencing at 8.00 a.m. on 15 July 2013.

If the share consolidation is approved pursuant to resolution 15, trading in new ordinary shares on the London Stock Exchange is expected to commence on an ex-dividend and post-consolidation basis at 8.00 a.m. on 15 July 2013.

If shareholders do not approve resolution 15, including the share consolidation, then the special dividend will not be paid. The Board considers that the special dividend should be accompanied by the share consolidation in order to seek, so far as possible, to ensure that the market price of each ordinary share will remain at a broadly similar level following the special dividend and share consolidation. The share consolidation is conditional on the passing of resolution 15 and on the Official List of the UK Listing Authority being amended to reflect the share consolidation. However, subject to the passing of resolution 3, the final dividend of 19.5p per existing ordinary share will still be paid even if the special dividend and the share consolidation are not approved by shareholders.

3. AVEVA EMployEE SHArE ScHEMES

AVEVA Group Management bonus Deferred Share Scheme 2008 (ESop)

Participants in the ESoP hold options which may be exercised to the extent vested without payment of any exercise price (‘nil-cost options’) at times permitted under the rules of the ESoP and following such exercise the Trustee of the ESoP is required to transfer ordinary shares to the participant.

Participants in the ESOP are not entitled to the final dividend or the special dividend in respect of ordinary shares under such nil-cost options unless, having exercised such a nil-cost option, the applicable participant has become a holder of ordinary shares prior to the record date for entitlement for the final dividend or special dividend respectively, and still hold any such ordinary shares on that date.

Under the terms of the trust deed applicable to the ESoP, the Trustee of the ESoP has waived all voting rights in respect of ordinary shares held by the Trustee (save where beneficial ownership of such ordinary shares has vested in any participant).

AVEVA Group plc long-term incentive plan (‘option Scheme’)

Participants in the Option Scheme are not entitled to receive either the final dividend or the special dividend, unless their award vests and they acquire shares prior to the record date for entitlement to the final dividend or special dividend respectively, and they still hold any resulting ordinary shares on such date. Unvested awards will not be adjusted as a result of the share consolidation.

4. tAxAtioN

The following summary sets out advice received by the Company and is intended as a general guide only and is based only on current UK tax law and HM Revenue and Customs practice as at the date of this Circular and may not apply to certain classes of investors, such as dealers in securities. It relates only to certain limited aspects of the UK taxation treatment of the special dividend and the share consolidation for shareholders who are individuals or corporate shareholders and who are resident in the UK for UK tax purposes, who are the absolute beneficial owners of their ordinary shares and who hold them as investments. Shareholders who are in any doubt about their tax position or who are not resident in the UK or who are resident in any jurisdiction other than the UK (whether or not also resident in the UK) or who are subject to tax in any jurisdictions other than the UK should take appropriate independent advice without delay as other UK or foreign tax law considerations may apply.

SpEciAl DiViDEND

individual shareholders within the charge to uK income tax

An individual shareholder who is resident in the UK for UK tax purposes should generally be entitled to a tax credit equal to one-ninth (or 10% of the gross dividend) of the dividend he or she receives. The dividend received plus the related tax credit (the ‘gross dividend’) will be part of the individual shareholder’s total income for UK income tax purposes and will be regarded as the top slice of that income. However, in calculating the individual shareholder’s liability to income tax in respect of the gross dividend, the tax credit (which equates to 10% of the gross dividend) is set off against the tax chargeable on the gross dividend.

basic rate taxpayers

A shareholder who is liable to income tax at the basic rate will be subject to tax on the gross dividend at the rate of 10%. The tax credit will therefore satisfy in full the shareholder’s liability to income tax on the gross dividend.

Higher rate taxpayers

To the extent that the gross dividend falls above the threshold for the higher rate (currently 40%) of income tax but below the threshold for the additional rate (currently 45%) of income tax, the shareholder will be subject to tax on the gross dividend at the rate of 32.5%. This means that the tax credit will satisfy only part of the shareholder’s liability to income tax on the gross dividend and the shareholder will have to account for income tax equal to 22.5% of the gross dividend (which equates to approximately 25% of the dividend received).


SpEciAl DiViDEND continued

individual shareholders within the charge to uK income tax continuedAdditional rate taxpayers

To the extent that the gross dividend falls above the threshold for the additional rate of income tax, the shareholder will be subject to tax on the gross dividend at the rate of 37.5% (the additional rate being reduced as from 6 April 2013 from 42.5%). This means that the tax credit will satisfy only part of the shareholder’s liability to income tax on the gross dividend and the shareholder will have to account for income tax equal to 27.5% of the gross dividend (which equates to approximately 30.6% of the dividend received).

corporate shareholders within the charge to uK corporation tax

Subject to certain exemptions for traders in securities and insurance companies, dividends received by a corporate shareholder within the charge to UK corporation tax will have to fall within one of the limited classes of exemption to avoid being subject to UK corporation tax or income tax on dividends received from the Company. UK resident corporate shareholders (subject to special rules for shareholders that are ‘small companies’) should generally (subject to anti-avoidance rules) fall within an exempt class of dividends.

Shareholders that are ‘small companies’ (for UK tax or dividend purposes) should not generally be subject to tax on dividends received from the Company provided that among other conditions the Company is resident for tax purposes in the UK (or a qualifying territory), and the dividend is not made as part of a tax advantage scheme.

No payment of tax credit

Taxpayers resident in the UK who are not liable to UK tax on dividends from the Company (whether an individual or a corporate) will not be entitled to claim payment of the tax credit in respect of those dividends.

No withholding

There is no UK withholding tax on dividends.

Share consolidation

It is expected that for the purposes of UK taxation on chargeable gains, the share consolidation will be treated as follows:

(a) The new ordinary shares arising from the share consolidation should be regarded as a reorganisation of the share capital of the Company. Accordingly, to the extent that a shareholder receives new ordinary shares, the shareholder should not generally be treated as making a disposal of all or part of his or her holding of existing ordinary shares by reason of the share consolidation being implemented, and the new ordinary shares which replace a shareholder’s holding of existing ordinary shares as a result of the share consolidation (the ‘new holding’) should be treated as a single asset acquired at the same time as the shareholder’s holding of existing ordinary shares was acquired.

(b) To the extent that a shareholder receives cash by virtue of a sale on his or her behalf of any new ordinary shares to which he or she has a fractional entitlement, the shareholder should not, in practice, normally be treated as making a part disposal of his or her holding of existing ordinary shares, the proceeds instead being deducted from the base cost of the shareholder’s new holding. If those proceeds exceed that base cost, however, the shareholder will be treated as disposing of part or all of his or her holding of existing ordinary shares and should be subject to tax in respect of any chargeable gains thereby realised.

(c) A subsequent disposal of the whole or part of the new ordinary shares comprised in the new holding may give rise to a chargeable gain or an allowable loss for the purposes of UK taxation on chargeable gains, depending on the shareholder’s circumstances and subject to any available exemption or relief.

transactions in securities: Anti-avoidance

Under the provisions of Chapter 1 of Part 13 of the Income Tax Act 2007 (for income tax purposes) and Part 15 of the Corporation Tax Act 2010 (for corporation tax purposes), HM Revenue and Customs can, in certain circumstances, counteract tax advantages arising in relation to certain transactions in securities. The Company has not sought clearance on behalf of shareholders in respect of the special dividend and the share consolidation in relation to the applicability of these provisions.

Shareholders are advised to take independent advice on the potential application of these sections in light of their own particular circumstances.

The Shareholder Helpline number is 0871 664 0321 (from within the UK) or +44 208 639 3399 (if calling from outside the UK). Calls to 0871 664 0321 are charged at 10p per minute (excluding VAT) plus network extras. Lines are open from 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK public holidays). Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that the Shareholder Helpline operators cannot provide advice on the merits of the share consolidation nor give financial, tax, investment or legal advice.



pArt iii — NoticE of ANNuAl GENErAl MEEtiNG

Notice is hereby given that the Annual General Meeting of AVEVA Group plc will be held at The Trinity Centre, 24 Cambridge Science Park, Milton Road, Cambridge CB4 0FN on 9 July 2013 at 9.30 a.m. to consider and, if thought fit, to pass the following resolutions. It is intended to propose resolutions 11, 13, and 14 as special resolutions. All other resolutions will be proposed as ordinary resolutions.

1. To receive the reports of the Directors, the accounts of the Company and the auditor’s reports for the year ended 31 March 2013.

2. To approve the Directors’ remuneration report for the year ended 31 March 2013.

3. To declare a final dividend of 19.5p per ordinary share in respect of the year ended 31 March 2013 to shareholders on the register of members at close of business on 21 June 2013 payable on 26 July 2013.

4. To re-elect Philip Aiken as a Director of the Company.

5. To re-elect Richard Longdon as a Director of the Company.

6. To re-elect James Kidd as a Director of the Company.

7. To re-elect Jonathan Brooks as a Director of the Company.

8. To re-elect Philip Dayer as a Director of the Company.

9. To re-appoint Ernst & Young LLP as auditor of the Company.

10. To authorise the Directors to fix the remuneration of the auditor.

11. That the Company be generally and unconditionally authorised for the purpose of section 701 of the Companies Act 2006 (the ‘Act’) to make market purchases (within the meaning of section 693(4) of the Act) of any of its ordinary shares in the capital of the Company (the ‘Ordinary Shares’) on such terms and in such manner as the Directors may from time to time determine, provided that:

a. the maximum number of ordinary Shares hereby authorised to be purchased is 6,382,413 (save that if resolution 15 is not passed, the maximum number is 6,807,907);

b. the minimum price that may be paid for each ordinary Share (exclusive of expenses) is 31/3p ;

c. the maximum price (exclusive of expenses) that may be paid for each ordinary Share is the higher of (i) an amount equal to 105% of the average of the middle market quotations for an ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary Share and the highest current independent bid for an ordinary Share as derived from the London Stock Exchange Trading System (SETS).

d. the authority hereby conferred shall expire on 8 october 2014 or at the close of the next Annual General Meeting of the Company whichever shall be the earlier; and

e. the Company may contract to purchase its ordinary Shares under the authority hereby conferred prior to the expiry of such authority that will or might be executed wholly or partly after the expiration of such authority, and may purchase its ordinary Shares in pursuance of any such contract.

12. That the Directors be generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the ‘Act’), to exercise all the powers of the Company to allot shares and grant rights to subscribe for, or convert any security into, shares:

a. up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of the Act) of £756,434.20 (such amount to be reduced by the nominal amount allotted or granted under (b) below in excess of such sum); and

b. comprising equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of the Act) of £1,512,868.40 (such amount to be reduced by any allotments or grants made under (a) above) in connection with or pursuant to an offer by way of a rights issue in favour of holders of ordinary Shares in proportion (as nearly as practicable) to the respective number of ordinary Shares held by them on the record date for such allotment (and holders of any other class of equity securities entitled to participate therein or if the Directors consider it necessary, as permitted by the rights of those securities), but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever,

these authorisations to expire at the conclusion of the next Annual General Meeting of the Company (or if earlier on 8 october 2014), (save that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted or rights to be granted after such expiry and the Directors may allot shares, or grant rights to subscribe for or to convert any security into shares, in pursuance of any such offer or agreement as if the authorisations conferred hereby had not expired).


13. That subject to the passing of resolution 12 set out in the notice of the 2013 Annual General Meeting of the Company, the Directors be given power pursuant to sections 570(1) and 573 of the Companies Act 2006 (the ‘Act’) to:

a. allot equity securities (as defined in section 560 of the Act) of the Company for cash pursuant to the authorisation conferred by that resolution; and

b. sell Ordinary Shares (as defined in section 560(1) of the Act) held by the Company as treasury shares for cash,

as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities for cash and the sale of treasury shares:

(i) in connection with or pursuant to an offer of or invitation to acquire equity securities (but in the case of the authorisation granted under resolution 12(b), by way of a rights issue only) in favour of holders of ordinary Shares in proportion (as nearly as practicable) to the respective number of ordinary Shares held by them on the record date for such allotment or sale (and holders of any other class of equity securities entitled to participate therein or if the Directors consider it necessary, as permitted by the rights of those securities) but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever; and

(ii) in the case of the authorisation granted under resolution 12(a) (or in the case of any transfer of treasury shares), and otherwise than pursuant to paragraph (i) of this resolution, up to an aggregate nominal amount of £113,465.13,

and shall expire at the conclusion of the next Annual General Meeting of the Company (or, if earlier, on 8 october 2014), save that the Company may before such expiry make any offer or agreement that would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the Directors may allot equity securities, or sell treasury shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired.

14. That a general meeting of the Company (other than an Annual General Meeting) may be called on not less than 14 clear days’ notice.

15(1) THAT a special dividend of 147p per ordinary Share be declared and payable to shareholders on the register of members of the Company at 6.00 p.m. (UK time) on 12 July 2013; and

(2) THAT, subject to and conditional upon the amendment of the Official List of the UK Listing Authority in respect of the New Ordinary Shares (as defined below):

a. each issued ordinary Share of 31/3 pence in the capital of the Company be subdivided into 15 ordinary shares of 2/9ths pence

each in the capital of the Company (the ‘Intermediate Ordinary Shares’); and

b. immediately thereafter, every 16 Intermediate ordinary Shares be consolidated into one new ordinary share of 35/9ths pence

in the capital of the Company (the ‘New ordinary Shares’),

provided that no member shall be entitled to a fraction of a share and any fractions of New ordinary Shares arising out of the consolidation pursuant to this resolution will be aggregated and the Directors of the Company are authorised to sell (or appoint any other person to sell), on behalf of the relevant members, the whole number of New ordinary Shares so arising and the net proceeds of sale will be distributed in due proportion (rounded down to the nearest penny) among those members who would otherwise have been entitled to such fractional entitlements, save that any net proceeds of sale not exceeding £3.00 for any member may be retained by the Company. For the purpose of implementing the provisions of this resolution, the Directors of the Company may nominate any person to execute transfers on behalf of any person entitled to any such fractions and may generally make all arrangements and do all acts and things which appear to the Directors of the Company to be necessary or appropriate for the settlement and/or disposal of such fractional entitlements.

By order of the Board

HELEN BARRETT-HAGUE REGISTERED OFFICE:Company Secretary High Cross7 June 2013 Madingley Road Cambridge CB3 0HB



NotES

(a) A member is entitled to appoint another person as his/her proxy to exercise all or any of his/her rights to attend, speak and vote at the Annual General Meeting. A member may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. A proxy need not be a member of the Company. A form of proxy is enclosed for the use of members. To be effective it (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority or a copy certified in accordance with the Powers of Attorney Act 1971) must be completed and received by Capita Registrars, PXS, 34 Beckenham Road, Beckenham BR3 4TU by 9.30 a.m. on 5 July 2013 (or if the meeting is adjourned, not less than 48 hours before the time for the holding of the adjourned meeting). The completion and return of a form of proxy will not, however, preclude any member from attending and voting in person at the meeting or at any adjournment thereof, should they wish to do so.

(b) Alternatively, if you are a member of CREST, you may register the appointment of a proxy by using the CREST electronic proxy appointment service. Further details are contained below.

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Annual General Meeting and any adjournment(s) thereof by using the procedures, and to the address, described in CREST Manual (available via www.euroclear.com/CREST) subject to the provisions of the Company’s articles of association. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a ‘CREST Proxy Instruction’) must be properly authenticated in accordance with Euroclear UK and Ireland Limited’s (‘Euroclear’) specifications and must contain the information required for such instructions, as described in the CREST Manual.

To appoint a proxy or to give or amend an instruction to a previously appointed proxy via the CREST system, the CREST message must be received by the issuer’s agent RA10 by the latest time and date for the receipt of proxies referred to above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message. After this time any change of instructions to a proxy appointed through CREST should be communicated to the proxy by other means. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

(c) If two or more persons are jointly entitled to a share conferring the right to vote, any one of them may vote at the meeting either in person or by proxy, but if more than one joint holder is present at the meeting either in person or by proxy, the one whose name stands first in the register of members in respect of the joint holding shall alone be entitled to vote in respect thereof. In any event, the names of all joint holders should be stated on the form of proxy.

(d) There will be available for inspection at the registered office of the Company during normal business hours from the date of this notice until the close of the Annual General Meeting (Saturdays, Sundays and public holidays excepted), and at the place of the meeting for at least 15 minutes prior to and during the meeting, copies of the Directors’ service contracts and letters of appointment of Non Executive Directors.

(e) The Company, pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those registered in the Register of Members as at 6.00 p.m. on 5 July 2013 shall be entitled to attend or vote at the Annual General Meeting in respect of the number of ordinary Shares registered in their name at that time. Changes to entries in the Register of Members after 6.00 p.m. on such date shall be disregarded in determining the rights of any person to attend or vote at the meeting.

(f) Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

(g) Any member attending the Annual General Meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

(h) Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a ‘Nominated Person’) may have a right, under an agreement between him/her and the member by whom he/she was nominated, to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may have a right, under such an agreement, to give instructions to the member as to the exercise of voting rights.

The statement of the above rights of the members in relation to the appointment of proxies does not apply to Nominated Persons. Those rights can only be exercised by members of the Company.


NotES continued

(i) Under section 527 of the Companies Act 2006 (the ‘Act’), members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Act (in each case) that the members propose to raise at the relevant Annual General Meeting. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the Act to publish on a website.

(j) As at 3 June 2013 (being the last practicable date prior to the publication of this notice) the Company’s issued share capital consists of 68,079,078 ordinary Shares, carrying one vote each. The total voting rights in the Company as at that date are 68,079,078.

(k) You may not use any electronic address (within the meaning of section 333(4) of the Companies Act 2006) provided in this Notice of Meeting (or in any related documents) to communicate with the Company for any purposes other than those expressly stated.

(l) A copy of this notice, and other information required by section 311A of the Act, can be found at www.AVEVA.com.

(m) Under section 338 and section 338A of the Act members meeting the threshold requirements in those sections have the right to require the Company (i) to give, to members of the Company entitled to receive notice of the Annual General Meeting, notice of a resolution which may properly be moved and is intended to be moved at the meeting and/or (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company’s constitution or otherwise), (b) it is defamatory of any person, or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than the date six clear weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.



aveva group plc · aveva group plc (registered in england no. 2937296) registered office: high...

Documents