AVEVA Group Plc

Proposed Combination with the Schneider

5 September 2017
Electric Software Business

| Copyright © 2017 AVEVA Solutions Limited and its subsidiaries. All rights reserved.
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 Summary
Proposed combination

• Creates a global leader in engineering and industrial software with combined revenues
and Adjusted EBITA of c. £657.5 million and c. £145.8 million for FY17A

• Comprehensive product portfolio with an unmatched set of solutions covering all

aspects of digital asset management

• Diversifies the Enlarged AVEVA Group’s end markets, enhancing its position in Oil &
Gas and Power & Marine

• Adds leading positions in other verticals, including Chemicals, Food & Beverage,
Pharmaceuticals, Mining, Water & Waste Water and Critical Infrastructure

• Provides a strong commercial opportunity for the Enlarged AVEVA Group to leverage
Schneider’s multiple go-to-market channels and relationships with Owner Operators

• Improves geographic coverage with AVEVA benefitting from the Schneider Electric
Software Business’ exposure to the North American market

• Creates the potential for material revenue and cost synergies

• The Enlarged AVEVA Group will be well positioned to take advantage of future M&A
opportunities

4 | Copyright © 2017 AVEVA Solutions Limited and its subsidiaries. All rights reserved.
 Agenda

• Transaction overview

• Overview of the Schneider Electric Software Business and strategic benefits

• Financials

• Summary

5 | Copyright © 2017 AVEVA Solutions Limited and its subsidiaries. All rights reserved.
Transaction overview
 Transaction overview
Key terms of the transaction

• Schneider Electric Software Business has leading positions in visualisation and supervisory control,
planning and scheduling, process design, simulation and optimisation, real-time operations
management and asset management

• FY17 ending March 31 2017 revenues were $575 million with adjusted EBITA of $119 million with a
global headcount of around 2,700

Ownership on a fully diluted basis Schneider Electric : AVEVA

following the issue of new shares 60% : 40%

Cash paid to AVEVA shareholders £550m (c.858p per share)

Special dividend to AVEVA shareholders £100m 1 (c.156p per share)

Total cash to AVEVA shareholders AVEVA shareholders will receive c.1,014p per share

Expected Closing At or around the end of 2017

Commercial logic Strong industrial logic – scale, end-market diversification, complementary product sets

Structure Combined entity to remain UK listed

AVEVA Non-Executive board plus new external CEO. Continuity with James Kidd to
remain on the Board as Deputy CEO and CFO, two Schneider Electric nominated Non-
Executive Directors (one of which will be Non-Executive Vice Chairman), one new
Governance
Independent Non-Executive Director. David Ward (current AVEVA CFO) to remain with the
Enlarged AVEVA Group. Ravi Gopinath, (current Executive Vice President of Schneider
Electric Software) to become COO of the Enlarged AVEVA Group.
1 AVEVA will not pay an Ordinary Interim dividend relating to the 2018 financial year.
7 | Copyright © 2017 AVEVA Solutions Limited and its subsidiaries. All rights reserved.
 Timetable
Expected timing of principal events

Publication of a prospectus and circular convening a General Meeting • c.6 September 2017

General Meeting of AVEVA shareholders • 29 September 2017

• At or around the end of

Completion of the Proposed Combination, subject to regulatory filings
2017

Re-admission of existing ordinary and admission of new consideration shares • 8.00 a.m. on completion

Cash payment to AVEVA shareholders • ASAP post completion

8 | Copyright © 2017 AVEVA Solutions Limited and its subsidiaries. All rights reserved.
 Proposed new board structure
A balanced, independent board structure on completion

Independent Non-Exec Chairman & Directors Executive Directors

Philip Aiken New CEO

• AVEVA Chairman since 2012 • To be appointed

Jennifer Allerton James Kidd

• AVEVA Non-Executive Director since • To become Deputy CEO and CFO,
2013 following appointment of new
CEO
• Current AVEVA CEO and was CFO
Christopher Humphrey from 2011 to 2016
• AVEVA Non-Executive Director since Non-Independent Non-Executive Directors
2016
Emmanuel Babeau
• To become Non-Executive Vice
Ron Mobed Chairman
• AVEVA Non-Executive Director since • Schneider Electric Deputy Chief
2017 Executive Officer in charge of Finance
and Legal Affairs and Member of the
Executive Committee
Non-Executive Director
Peter Herweck
• Additional Independent Non-
Executive Director to be appointed • Schneider Electric Executive Vice
on or shortly after completion President and Member of the
Executive Committee
9 | Copyright © 2017 AVEVA Solutions Limited and its subsidiaries. All rights reserved.
 Other governance provisions

• Schneider Electric will have a controlling stake of 60% on a fully diluted basis

• The key provisions of the Relationship Agreement are:

 The Board will continue to have an Independent Non-Executive Chairman for a period of
not less than two years

 All agreements, transactions and arrangements between Schneider Electric and the
Enlarged AVEVA Group on an arm’s length basis and on normal commercial terms

 The proposed relationship agreement will allow the Enlarged AVEVA Group to continue
to pay a progressive dividend

• Schneider Electric may not increase its holding for two years without the approval of the
majority of Independent Non-Executive directors

• For a further 18 month period, Schneider Electric may not increase its shareholding above
75% without the approval of the majority of the Independent Non-Executive Directors, other
than by way of a general offer:

 Any such general offer must be at a 20% premium to the 30-day VWAP prior to the offer
launch, or must be recommended by the majority of Independent Non-Executive
Directors

• Thereafter, no restrictions will be applicable to the acquisition of shares or making offers

10 | Copyright © 2017 AVEVA Solutions Limited and its subsidiaries. All rights reserved.
Overview of the Schneider Electric Software
Business and strategic benefits
 Schneider Electric Software Business
Business overview: a global provider of industrial software

Markets and technologies adjacent to AVEVA’s Revenue by geography (FY 2017)

• Offerings in Process Engineering & Simulation; 4% 3%
Planning & Scheduling; Operations Execution and
North America
Optimisation; Asset Performance Management
18%
and Operations Control EMEA
• Portfolio covers the SimSciTM, WonderwareTM,
47%
AvantisTM, Citect, ClearSCADA and ePLMS product Asia Pacific
groups
LatAm
• Global footprint with c.2,700 people, 8 R&D
centres and 25 project execution centres RoW
28%

Customers and distribution Revenue by industry (FY 2017)

• Low customer concentration: Top 20 9%

customers <20% of revenue 5% Oil & Gas and Chem
• Global distribution network: 4,000 system 6% Food & Bev and Pharma
integrator partners Engineering
7% 47%
• Schneider Electric Software Business works Utilities & Water
with the majority of the world’s leading: Mining
mining, pharmaceutical, oil, food & beverage 10% Infrastructure
and chemical companies
Other
16%
Source: Schneider Electric Software, year end March 2017

12 | Copyright © 2017 AVEVA Solutions Limited and its subsidiaries. All rights reserved.
 Digitalisation of plant operations

Digitalisation of Plant Operations to continually improve Safety, Reliability and

Profitability becomes possible if the underlying Plant Design Information
describing the structure of the Physical Plant is fully digitalised and part of the
complete Digital Twin of the Asset

PHYSICAL ASSET DIGITAL TWIN

Process Plant Design

Design & Information
Simulation
Information

Real Time
Maintenance
Operations
Information
Information

A digital twin is a digital representation of a physical asset that contains both the structure and behaviour of the asset in real life

13 | Copyright © 2017 AVEVA Solutions Limited and its subsidiaries. All rights reserved.
 Completing the portfolio
An end-to-end product portfolio

Conceptual Detailed Construction &

FEED Operations
Design Design Commissioning

Process Basic Detailed Construction HMI Track, analyse, Planning & Direct &
EAM
simulation engineering design management SCADA inform scheduling operate

Capex phase 2-6 years Opex phase up to 50 years

SimSci AVEVA E3D Avantis Wonderware Wonderware Spiral Wonderware

Engineering Design SystemsAVEVA NET

ePLMS Citect,
ClearSCADA Avantis Ampla, Aquis
OASyS
AVEVA Engineering SimSci
AVEVA
ERM
AVEVA Electrical

AVEVA Instrumentation

• Comprehensive combined product portfolio offering an unmatched set of solutions covering

all aspects of digital asset management from design engineering to process simulation,
optimisation and manufacturing operations management
• Diversifies the Group's end-markets, enhancing its position in Oil & Gas, Power and Marine;
while adding leading positions in other verticals, including Chemicals, Food & Beverage,
Pharmaceuticals, Mining, Water & Waste Water and Critical Infrastructure thereby enlarging
the total addressable market

• Commercial agreements as outlined in the Prospectus

14 | Copyright © 2017 AVEVA Solutions Limited and its subsidiaries. All rights reserved.
 Clear strategic benefits
A major catalyst to progressing AVEVA’s key strategic goals

AVEVA’s Strategic
Foundations
• Integrated end-to-end offering with an unmatched set of
Product
solutions covering all aspects of the digital asset
Portfolio /
MT3D • Simulation through design to operations management
• Substantial cross sell opportunity

Owner • Schneider Electric Software Business adds significant

Operators capabilities and high level access Creates a
• Differentiated combined proposition diversified
global leader in
industrial
Growth Markets • Improves geographic coverage, benefitting from Schneider software with
Electric Software Business’ exposure to North America scale and
relevance in key
• Diversifying end-markets, enhancing AVEVA’s position in end-markets and
Broaden Oil & Gas, Power & Marine, Chemicals, Food & Beverage, an extensive
Market Pharma, Mining and others technology
Exposure
• Substantially enlarged total addressable market portfolio
• Schneider Electric Software Business currently undergoing
SaaS and the targeted SaaS transition in selected products (e.g.
Cloud Wonderware) consistent with and complementary to
AVEVA’s Cloud strategy

15 | Copyright © 2017 AVEVA Solutions Limited and its subsidiaries. All rights reserved.
Financials
 Financial performance
Schneider Electric Software Business

Revenue ($m)
• FY15 to FY17 organic constant currency
620.8 620.2 revenue broadly flat despite tough trading
575.1
conditions in the Oil & Gas market

• FY15 to FY17 organic constant currency EBITA

CAGR +5.1%

• FY15 to FY17 270bps margin improvement

2015 2016 2017

• Since the close of FY17 Schneider Electric

Software Business has started to see increased
Adjusted EBITA ($m) momentum in orders especially in areas related
to operational efficiency and asset performance
129.5
111.3 118.8
• FY18 YTD revenues slightly ahead of prior year
on a constant currency basis

• Schneider Electric Software Business

management expects to see a gradual recovery
of top line over FY18 subject to the persistence
2015 2016 2017 of the current environment in the capital
intensive industries it serves

17 | Copyright © 2017 AVEVA Solutions Limited and its subsidiaries. All rights reserved.
 Schneider Electric Software Business
Summary standalone P&L

Years to 31 March ($ million) 2015 2016 2017

Revenue 620.8 620.2 575.1

Cost of sales (238.8) (227.2) (190.4)

Gross profit 382.0 392.9 384.7

Margin 61.5% 63.4% 66.9%

Research & Development (100.1) (103.8) (106.1)

Selling, general & administrative (170.5) (159.6) (159.9)

Adjusted EBITA1 111.3 129.5 118.8

Margin 17.9% 20.9% 20.6%

Amortisation of acquired intangible assets (46.1) (47.1) (44.9)

Normalised adjustments and restructuring costs (7.7) (7.9) (7.0)

Operating income 57.5 74.5 66.9

1Adjusted EBITA is calculated before amortisation of intangible assets (excluding other software), share-based payments, gain/loss on fair value
of forward foreign exchange contracts and exceptional items. Adjusted earnings per share also include the tax effects of these adjustments.

18 | Copyright © 2017 AVEVA Solutions Limited and its subsidiaries. All rights reserved.
 Schneider Electric Software Business
Revenue by type

2015 2016 2017 Change 2015-

$m $m $m 2017

Licence 259.5 236.9 210.5 (18.9%)

Support 163.6 171.0 171.1 4.6%

Services 215.6 202.8 172.8 (19.9%)

Subscription - - 5.4 -

Other* (17.9) 9.4 15.3 -

Total 620.8 620.2 575.1 (7.4%)

*Includes intercompany sales and minor adjustments.

Source: Schneider Electric Software

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 Unaudited combined entity
Pro-forma FY2017 income statement

Schneider Electric
AVEVA Group Software Business** Pro Forma
Years to March 31 (£ million) FY 2017 FY 2017 FY 2017*
Revenue 215.8 441.7 657.5
Cost of sales (14.2) (146.3) (160.5)
Gross profit 201.6 295.5 497.1
SG&A expenses (119.8) (122.8) (242.6)
R&D costs (27.2) (81.5) (108.7)
Adjusted* EBITA 54.6 91.2 145.8
Margin 25.3% 20.6% 22.2%

• R&D running at c.18% of revenue for the Schneider Electric Software Business

• SG&A c.28% of revenue for the Schneider Electric Software Business

• Strong base of recurring revenue

*Adjusted EBITA is calculated before amortisation of intangible assets (excluding other software), share-based payments, gain/loss on
fair value of forward foreign exchange contracts and exceptional items.
**Unaudited standalone Schneider Electric Software Business financials are translated at the average exchange rate for 2017A
($1:£0.77)

20 | Copyright © 2017 AVEVA Solutions Limited and its subsidiaries. All rights reserved.
 Analysis of combined revenues
Combination creates a balanced global company

Revenue by geography Revenue by type1

2% 2%
23% Maintenance
24% Americas 31%
Subscription / term
39% / rental
EMEA
Other licence fees
Asia Pacific 25%
Services
RoW 19%
35%

Geographic and industry diversification Revenue by industry

6% Oil & Gas & Chem
4%
5%
F&B and Pharma
• North America – substantial critical mass
10% Shipbuilding
• Oil & Gas, Chemicals & Petrochemicals – 46% Power & Utilities
more balanced Upstream / Downstream and
geographic exposure 11%
Eng. & Infra
Water & Utilities
• Recurring revenue – c.50% 7%
Mining
11%
Other
Reflects AVEVA financials as per 2017 annual report. Schneider Electric Software FY 2017 financials are translated at the average exchange rate for 2017A ($1:£0.77)
1 Reallocation of c.$38m of Schneider Electric Software LOB1 term licences from licences to subscription.

21 | Copyright © 2017 AVEVA Solutions Limited and its subsidiaries. All rights reserved.
Summary
 Summary

• The Enlarged AVEVA Group will be a global leader in industrial software

with an extensive technology portfolio
• Optimally placed to grow with the trend towards the digitalisation of industry
• Unmatched set of product solutions covering all aspects of digital asset
management
• Diversified and enlarged end-markets
• Improved geographic coverage
• Opportunity for the Enlarged AVEVA Group to leverage Schneider Electric's
multiple go-to-market channels

• Substantial value realisation for AVEVA shareholders

• AVEVA shareholders will receive £650 million in cash (approximately 1,014p
per share) following completion
• Opportunity to create additional value through the potential for material
revenue and cost synergies
• The Enlarged AVEVA Group will be well positioned to take advantage of future
M&A opportunities

23 | Copyright © 2017 AVEVA Solutions Limited and its subsidiaries. All rights reserved.
Appendix
 Schneider Electric Software Business
P&L: Reconciliation of audited to standalone results

REVENUE

Years to March 31 ($ million) 2015 2016 2017

Revenue Unaudited Standalone 620.8 620.2 575.1

Adjustments (19.8) (19.2) (9.3)

Revenue Audited 601.0 601.0 565.9

Adjusted EBITDA

Years to March 31 ($ million) 2015 2016 2017

Adjusted EBITA Unaudited Standalone 111.3 129.5 118.8

Adjustments 14.3 6.2 (2.4)

Adjusted EBITA Audited 125.6 135.7 116.4

25 | Copyright © 2017 AVEVA Solutions Limited and its subsidiaries. All rights reserved.
 Schneider Electric Software Business
P&L: Reconciliation of audited to standalone results (cont’d)

Tendering
Reversal
2017 Commercial Standalone costs 2017 2017
of R&D
Audited agreements1 adjustments reclassification Standalone Standalone
cap. 2
$m $m $m 3 $m £m
$m
$m

Revenue 565.9 9.3 575.1 441.7

Cost of sales (196.6) (0.5) 4.5 2.2 (190.4) (146.3)

Gross profit 369.2 384.7 295.5

Research & Development (96.4) (5.8) (3.9) (106.1) (81.5)

Selling, general & administrative (156.4) (3.2) 2.0 (2.2) (159.9) (122.8)

Adjusted EBITA 116.4 118.8 91.2

Amortisation of acquired
(44.9) (44.9) (34.5)
intangibles

Norm. adj. and restructuring (7.0) (7.0) (5.4)

Operating income 64.5 66.9 51.3

1 Proforma adjustment made for Commercial Agreements between the Enlarged AVEVA Group and Schneider Electric that will be implemented post merger.
2Reversal of Research & Development capitalisation to harmonise Schneider Electric Software Business numbers with those of AVEVA, which does not
capitalise R&D spend.
3 Reclassification of tendering costs form Cost of Sale to Selling, general & administrative.

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 Schneider Electric Software Business
Summary standalone balance sheet

As at 31 March ($ million)
USD 2015 2016 2017
Goodwill 43.9 43.9 53.0
Intangible assets 303.9 255.1 217.3
Tangible assets 11.4 10.6 10.8
Financial assets 1.4 2.1 1.9
Deferred tax assets - - 2.6
Non-current assets 360.6 311.7 285.6
Inventory 7.8 6.9 11.3
Trade and other receivables 129.2 158.7 175.1
Unbilled contract revenue 41.4 47.6 52.0
Other current assets 20.3 18.0 11.3
Other receivables with related parties 111.7 86.6 30.4
Cash and cash equivalents 15.3 16.4 28.0
Current assets 325.7 334.2 308.1
Total assets 686.3 645.9 593.7
Invested equity 309.5 242.7 169.5
Other comprehensive income 6.9 10.8 6.3
Total invested equity 316.4 253.4 175.8
Provisions 4.1 4.0 4.4
Financial liabilities 2.3 4.2 2.4
Pension liabilities 4.7 5.6 6.4
Deferred tax liabilities 119.8 97.6 75.9
Non-current liabilities 131.0 111.3 89.1
Current liabilities 238.9 281.1 328.8
Total equity and liabilities 686.3 645.9 593.7

27 | Copyright © 2017 AVEVA Solutions Limited and its subsidiaries. All rights reserved.
 Definitions

Software and industry terms

• FEED: Front End Engineering Design

• EAM: Enterprise Asset Management
• EMI: Enterprise Manufacturing Intelligence
• HMI: Human Machine Interface
• PLM: Product Lifecycle Management
• SCADA: Supervisory Control and Data Acquisition

Industry vertical abbreviations

• CPG: Consumer Packaged Goods

• F&B: Food & Beverage
• O&G: Oil & Gas

Financial abbreviations

• Adjusted EBITA: Earnings before Interest and Amortisation of intangible assets (excluding other software),
share-based payments, gain/loss on fair value of forward foreign exchange contracts and exceptional items.

28 | Copyright © 2017 AVEVA Solutions Limited and its subsidiaries. All rights reserved.
 Product descriptions: AVEVA Group

• AVEVA BOCAD™: Structural detailing software for efficient steelwork design and fabrication.

• AVEVA Engage™: Ultra-High Definition whole model visualisation with instant, touch-controlled access to
contextually filtered information, to enable collaborative engineering decision support.

• AVEVA Engineering™: Integrated working across schematics, engineering and 3D design.

• AVEVA Everything3D™ / AVEVA E3D™: AVEVA’s most advanced software for engineering, design and
construction projects.

• AVEVA LFM Server™: Software for processing and consuming laser scan data.

• AVEVA Marine: A family of products representing an integrated solution for naval architecture, hull and
outfitting design, manufacturing and production planning, developed over more than 30 years in
partnership with the world’s leading shipbuilders.

• AVEVA PDMS (Plant Design Management System): Multi-user and multi-discipline, engineer controlled
design software for engineering, design and construction projects.

• AVEVA NET™: An Information Management solution for engineering and operations.

29 | Copyright © 2017 AVEVA Solutions Limited and its subsidiaries. All rights reserved.
 Product descriptions: Schneider Electric Software
Business
• Ampla: Operations management software designed primarily for the metals, mining and minerals industry to
optimise production process performance and energy usage.
• Avantis®: Asset management software used to ensure the reliable operation of production plant and
processes.
• Aquis: Advanced operational system designed for water SCADA operators to optimise their distribution
networks in real time.
• Citect SCADA: A Supervisory Control and Data Acquisition software solution for industrial process
customers.
• ClearSCADA: A software solution for telemetry and remote Supervisory Control and Data Acquisition
(SCADA) applications, designed to centralise and optimise the operation and management of geographically
dispersed infrastructure.
• ePLMS: Enterprise pipeline management solutions.
• InStep: Real-time performance management and predictive asset analytics software and solutions for the
power and energy market.
• SimSciTM: Software solutions for design, simulation and optimisation of continuous process plants.
• StruxureWare Supply Chain Operation: A suite of advanced planning & scheduling (APS) software
solutions.
• Termis: Advanced operational software for planning and optimising district energy networks in real time.
• WonderwareTM: The world's leading visualisation and supervisory control and real-time production
management software.
• Spiral: Supports supply chain processes across enterprises, enabling users to collaborate on feedstock
evaluation and data management, planning and scheduling.

30 | Copyright © 2017 AVEVA Solutions Limited and its subsidiaries. All rights reserved.
 Schneider Software
Products and markets addressed
Portfolio area Description Offerings Position in Main product Primary industries
asset lifecycle lines served

• Visualisation • Wonderware • All manufacturing

• Supervisory control and • Citect • Power
• Machine, Plant, Remote and • Monitor and control
Operations Control visualisation of
Network SCADA asset • ClearSCADA • Infrastructure
production operations
• Real time operations platform • OASyS • Water & Waste Water

• Upstream, Midstream and

• Process modelling and steady Downstream Oil & Gas
• Design and simulation of state simulation • SimSci
Process Engineering • Model and simulate • Chemicals & Petrochemicals
continuous process
and Simulation • Dynamic simulation, immersive asset operation • ePLMS
operations • Power
training simulators
• Mining & Minerals

• Refining and Chemicals

• Monitoring, optimisation of • Wonderware • Power
• Monitoring, management continuous processes • Ensure achievement
Operations Execution
and optimisation of of operational • Ampla • Food & Beverage / CPG
and Optimisation • Execution management for
production operations targets
batch/hybrid processes • Aquis • Mining & Minerals
• Water & Waste Water

• Food & Beverage / CPG

• Operational performance • Refining
• Enterprise asset management • Ensure asset • Avantis
Asset Performance analysis
• Asset performance and performance and • Chemicals
Management • Reliability centric
predictive analytics availability • Wonderware
maintenance • Power and Infrastructure
• Water & Waste Water

• Planning and scheduling • Crude assay management

Operations Planning • Plan and schedule • Refining
with focus on refining and • Refinery and Mine planning and • Spiral
and Scheduling asset operation • Mining
mining operations scheduling

Source: Schneider Electric Software, year end March 2017

31 | Copyright © 2017 AVEVA Solutions Limited and its subsidiaries. All rights reserved.
 An end-to-end product portfolio
Unmatched market and functional coverage

Infrastructure
Discrete Batch/hybrid Process
and utilities
Automotive, F&B, pharma, Oil & Gas, Power, water,
aerospace CPG chemicals smart cities

Plant engineering AVEVA PDMS, E3D, Engineering,

Capital project management AVEVA NET, Bocad, LFM

SimSci: Process
Process engineering Design, Simulation
and simulation ePLMS: Pipeline
Applications
Wonderware: Plant HMI, Machine HMI, System Platform
OASyS: Pipeline
Operations control SCADA
Citect: Site HMI
ClearSCADA: Network SCADA
Ampla: Mining Aquis: Water
Operations execution and Operations Network Mgmt
optimisation Wonderware: MES
Suite
Operations planning & Spiral: Crude Suite,
Planning and
scheduling Scheduling

AVEVA NET, AVEVA Engage

Asset performance management
Avantis: Asset Performance Mgmt, Mobile Workforce Mgmt

32 | Copyright © 2017 AVEVA Solutions Limited and its subsidiaries. All rights reserved.
 www.aveva.com

@avevagroup

Linkedin.com/company/aveva

About AVEVA
AVEVA software and services enables our customers to solve the world’s most
complex engineering and design challenges. Discover how we can help you
redefine engineering possibilities to successfully create and manage world-class
capital-intensive assets. Headquartered in Cambridge, England, AVEVA employs
more than 1,700 staff in 50 offices around the world.

| Copyright © 2017 AVEVA Solutions Limited and its subsidiaries. All rights reserved.