Companies Act 2006 Section 430(2B): Craig Hayman

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

Companies Act 2006 Section 430(2B): Craig Hayman

Further to the announcement made by the Company on 27th April 2021, Craig Hayman has decided to return to the USA for personal reasons and will leave AVEVA after the AGM in July. His employment will cease at the end of his notice period (31st January 2022). The following information is provided in accordance with section 430(2B) of the Companies Act 2006. All payments are in line with the Company's Remuneration Policy that was approved by shareholders at the 2020 AGM.

Fixed pay

As an employee, Craig Hayman will receive his salary, pension allowance and benefits until the end of his contractual notice period on 31st January 2022.

Annual bonus

As Craig served as an employee for the whole of the Company's 2020/21 financial year, he will remain eligible to earn a bonus for that year, full details of which will be included in the Directors' Remuneration Report for that year. The deferred share award element of that bonus will continue and be released from deferral at its ordinary times.

Craig will be eligible to earn a reduced and time pro-rated bonus for the period to the date in which he steps down from the Board in relation to the financial year 2021/22. The maximum performance-related opportunity will be reduced by: (i) time pro-ration; (ii) limiting the amount to an on-target payment (i.e. multiplying by 50%); and (iii) further limiting the amount to the cash element only (i.e. multiplying by 75%). Any amount will be paid in cash only at the usual time in 2022, with no deferred share element, based on performance assessment related to a successful hand-over of the Chief Executive role. Full details will be included in the Directors' Remuneration Report for the year ending 31st March 2022.

Deferred annual bonus plan

Craig Hayman will retain his other deferred annual bonus awards, which were awarded in relation to the bonuses earned in respect of the 2018/19 and 2019/20 financial years.

Each award will continue to be subjected to the existing three year bonus deferral holding periods and be released from deferral at their ordinary times.

Long-term incentive plan (LTIP)

Craig Hayman holds LTIP awards, which will be treated as follows.

• The 2017 LTIP award vested by reference to performance to 31st March 2020 and is subject to a holding period. The award will continue and is due to be released at the end of the originally envisaged holding period in September 2022.
• The 2018 LTIP award vested by reference to performance to 31st March 2021, and details of the vesting amount will be included in the Directors' Remuneration Report for the year ended 31st March 2021. Craig Hayman will retain the award to the extent it vests by reference to the performance conditions. No time pro-rating will be applied given that the performance period was completed prior to his resignation. The award will remain subject to its original holding period, and is due to be released in September 2023.
• The 2019 LTIP award will be reduced to reflect the portion of the performance period that has elapsed up to 31st March 2021. The retained award will then vest subject to the satisfaction of the original performance conditions assessed over the usual period. To the extent it vests, the award will remain subject to the original holding period and is due to be released in July 2024.

• The 2020 LTIP award will lapse in full.

Craig Hayman will not receive a LTIP award for the 2021/22 financial year.

Craig Hayman will receive a contribution of up to £10,000 plus VAT in respect of reasonable legal fees incurred in obtaining advice in relation to the cessation of his employment.

Craig Hayman will not receive any other remuneration payment or payment for loss of office. Further details of these payments will be included in the Company's 2021/22 Directors' Remuneration Report.

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