Avast plc Notice of Annual General Meeting

To be held at White & Case LLP, 5 Old Broad Street, London EC2N 1DW on Friday, 24 June 2022 at 2:00 p.m.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO WHAT ACTION TO TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER APPROPRIATE INDEPENDENT PROFESSIONAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) WHO SPECIALISES IN ADVISING ON MATTERS RELATING TO SHARES AND OTHER SECURITIES. IF YOU ARE OUTSIDE THE UK, YOU SHOULD IMMEDIATELY CONSULT AN APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER.

If you have sold or otherwise transferred all your shares in Avast plc ("Avast" or the "Company"), please forward this document and the accompanying form of proxy to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Notice of the annual general meeting of the Company (the "Notice"), which has been convened for Friday, 24 June 2022 at the offices of White & Case LLP at 5 Old Broad Street, London EC2N 1DW at 2:00 p.m. (United Kingdom time) (the "Annual General Meeting"), is set out on pages 3 to 5 of this document. All references to time in this notice, whether in the "Chair's Letter", "Notice of Annual General Meeting 2022", "Explanatory Notes to the Resolutions" or "Additional Information in respect of the Notice and Annual General Meeting (including in relation to appointment of proxies)", shall be to the relevant time in the United Kingdom.

Whether or not you intend to be present at the Annual General Meeting, please complete the form of proxy and return it in accordance with the instructions printed on it so as to reach the Company's registrar, Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex, BN99 8LU, as soon possible and in any event no later than 2:00 p.m. on 22 June 2022. Alternatively, you can register your proxy vote electronically, either at www.sharevote.co.uk or, if you are a CREST member, by using the service provided by Euroclear. Further details are given in the "Additional Information in respect of the Notice and Annual General Meeting (including in relation to appointment of proxies)" commencing on page 10.

Chair's letter

Avast plc (the "Company") (Incorporated in England and Wales with company number 07118170)

110 High Holborn, London, England WC1V 6JS

25 May 2022

Dear Shareholder,

Notice of Annual General Meeting

I am pleased to be writing to you with details of our 2022 Annual General Meeting.

The Annual General Meeting will be held at the offices of White & Case LLP at 5 Old Broad Street, London EC2N 1DW on Friday, 24 June 2022 at 2:00 p.m. The Notice of Annual General Meeting is set out on pages 3 to 5 of this document and an explanation of the resolutions to be considered can be found on pages 6 to 9.

Attendance at the Annual General Meeting

The Annual General Meeting will be held as an in-person meeting, subject to any change in government guidance on public gatherings that may be in place at the date of the meeting. Shareholder engagement is important to us, so to encourage engagement from those shareholders unable to attend in person, we have arranged for an audio webcast of the Annual General Meeting. Details of how to access the audio webcast are set out on page 27 below.

Any changes to the arrangements for the in-person meeting required by changes in government guidance will be published on the Company's website at https://investors.avast.com/ and announced via a Regulatory Information Service.

Voting

The audio webcast will enable shareholders to listen to the proceedings and ask questions remotely, but does not support electronic voting. Therefore, audio webcast participants will need to submit their vote by proxy in advance of the meeting.

Shareholders are strongly encouraged to exercise their votes by filling in the form of proxy enclosed with this Notice and returning it to our registrar, Equiniti Limited ("Equiniti" or "Registrar"), in accordance with the instructions printed on the form as soon as possible.

Alternatively, you may appoint a proxy electronically. Our Registrar must receive your votes by 2:00 p.m. on Wednesday, 22 June 2022. The Board strongly recommends that you appoint the Chair of the Annual General Meeting as your proxy (and not any named individual). The Board intends that all votes on resolutions at the Annual General Meeting will be conducted by way of a poll. Further details relating to voting by proxy are set out in the accompanying Additional Information section on pages 10 to 12 of this document.

Questions

Questions for the Board can be submitted in advance of the Annual General Meeting by emailing [email protected] by no later than 2:00 p.m. on Wednesday, 22 June 2022. All questions received will be considered and, where appropriate, answered either ahead of or at the Annual General Meeting. Questions may also be submitted to the Board live during the meeting via the audio webcast facility and during the meeting in person.

Dividend

Avast declared and paid an interim dividend of 11.2 US cents per ordinary share on 3 March 2022 in respect of the year ended 31 December 2021, making the total dividend for the year 16.0 US cents per ordinary share.

Proposed Merger with NortonLifeLock Inc.

On 10 August 2021, the boards of Avast and NortonLifeLock Inc. ("NortonLifeLock") announced that they had reached agreement on the terms of a recommended merger of Avast with NortonLifeLock, in the form of a recommended offer by Nitro Bidco Limited, a wholly-owned subsidiary of NortonLifeLock, for the entire issued and to be issued ordinary share capital of Avast (the "Merger"). As previously announced, the Merger is in a Phase 2 review with the UK Competition and Markets Authority (the "CMA") and is anticipated to close in mid-late 2022 (although this timetable may be subject to change). The parties continue to engage constructively with the CMA and its review.

Chair's letter

Directors' Remuneration Policy

This year, the Company is required to ask shareholders to approve the Directors' Remuneration Policy. The current policy was approved by shareholders at the 2019 annual general meeting and is now due for renewal. Due to the anticipated Merger of Avast with NortonLifeLock and the expectation that the Company would delist prior to the 2022 Annual General Meeting, a new Directors' Remuneration Policy was omitted from the Directors' Remuneration Report in the Annual Report and Accounts 2021. As the Merger is not due to complete within the expected timeframe, the Company is now required to submit a new Directors' Remuneration Policy for shareholder approval at the Annual General Meeting.

In light of the proposed Merger, the Company has decided to roll over the existing Directors' Remuneration Policy with only minimal changes. I would like to refer you to a letter from the Chair of the Remuneration Committee, Tamara Minick-Scokalo, set out on pages 13 and 14 of this document, which provides further detail around the approach taken and the changes made to the current policy.

Board Changes

Last year, we welcomed Stuart Simpson to the Board who succeeded Philip Marshall and took up the role of interim Chief Financial Officer. I also announced my intention to retire as Chair of the Board before the 2022 Annual General Meeting. Whilst the process to support the search for my successor has been initiated, it was put on hold pending the outcome of the Merger. The process will be restarted by the Board should the Merger not complete as anticipated.

Recommendation

The Board considers that all the resolutions to be put to you at the Annual General Meeting are in the best interests of the Company and its shareholders and are most likely to promote the success of the Company for the benefit of its shareholders as a whole. The directors of the Company unanimously recommend that you vote in favour of the proposed resolutions, as they intend to do in respect of their own beneficial holdings.

A step-by-step guide on how to join the webcast and ask questions, as well as the timings for when questions can be submitted and how they will be moderated, can be found on page 27 of this document.

I look forward to the Annual General Meeting on Friday, 24 June 2022.

Yours faithfully

John Schwarz Chair

Notice of Annual General Meeting 2022

Notice is hereby given that the annual general meeting (the "Annual General Meeting") of Avast plc ("Avast" or the "Company") will be held at the offices of White & Case LLP at 5 Old Broad Street, London EC2N 1DW on Friday, 24 June 2022 at 2:00 p.m. to consider and, if thought fit, to pass the following resolutions. It is intended to propose resolutions 17, 18, 19 and 20 as special resolutions. All other resolutions will be proposed as ordinary resolutions. Voting on all resolutions at the Annual General Meeting will be by way of poll.

1. To receive the annual accounts of the Company and the reports of the directors for the financial year ended 31 December 2021, together with the reports of the auditors thereon.
1. To approve the directors' remuneration report for the financial year ended 31 December 2021 as set out on pages 109 to 130 (inclusive) of the Annual Report and Accounts 2021.
1. To approve the director's remuneration policy as set out on pages 15 to 26 of this Notice of Annual General Meeting, such policy to take effect immediately after the conclusion of the Annual General Meeting.
1. To re-elect John Schwarz as a director of the Company.
1. To re-elect Ondrej Vlcek as a director of the Company.
1. To re-elect Warren Finegold as a director of the Company.
1. To re-elect Belinda Richards as a director of the Company.
1. To re-elect Tamara Minick-Scokalo as a director of the Company.
1. To re-elect Maggie Chan Jones as a director of the Company.
1. To re-elect Pavel Baudiš as a director of the Company.
1. To re-elect Eduard Kučera as a director of the Company.
1. To elect Stuart Simpson as a director of the Company.
1. To re-appoint Ernst & Young LLP as auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.
1. To authorise the directors to set the remuneration of the auditors.
1. That, in accordance with sections 366 and 367 of the Companies Act 2006, the Company and all its subsidiaries be and are hereby authorised, in aggregate to:
2. (a) make political donations to political parties or to independent election candidates not exceeding £100,000 in total;
3. (b) make political donations to political organisations (other than political parties) not exceeding £100,000 in total; and
4. (c) incur any political expenditure not exceeding £100,000 in total,

during the period beginning with the date of the passing of this resolution and ending on 23 September 2023 or, if sooner, the conclusion of the annual general meeting of the Company in 2023. For the purpose of this resolution "political donation", "political party", "political organisation" "independent election candidate" and "political expenditure" are to be construed in accordance with sections 363, 364 and 365 of the Companies Act 2006.

1. That the directors be generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006, to exercise all the powers of the Company to allot shares and grant rights to subscribe for, or convert any security into, shares:
2. (a) up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of the Companies Act 2006) of £34,713,395.43 (such amount to be reduced by the nominal amount allotted or granted under resolution 16(b) below in excess of such sum); and
3. (b) comprising equity securities (as defined in section 560 of the Companies Act 2006) up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of the Companies Act 2006) of £69,426,790.87 (such amount to be reduced by any allotments or grants made under resolution 16(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 23 September 2023), 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.

Notice of Annual General Meeting 2022

1. That, subject to the passing of resolution 16 above, the directors be given the power pursuant to sections 570(1) and 573 of the Companies Act 2006 to:
2. (a) allot equity securities (as defined in section 560 of the Companies Act 2006) of the Company for cash pursuant to the authorisation conferred by that resolution; and
3. (b) sell ordinary shares (as defined in section 560(1) of the Companies Act 2006) held by the Company as treasury shares for cash,

as if section 561 of the Companies Act 2006 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 16(b) above, 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 16(a) above (or in the case of any sale of treasury shares), and otherwise than pursuant to paragraph (i) of this resolution 17, up to an aggregate nominal amount of £5,207,009.32,

and shall expire at the conclusion of the next annual general meeting of the Company (or, if earlier, on 23 September 2023), 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.

1. That, subject to the passing of resolutions 16 and 17 above, and in addition to the power given by resolution 17, the directors be given power pursuant to sections 570(1) and 573 of the Companies Act 2006 to:
2. (a) allot equity securities (as defined in section 560 of the Companies Act 2006) of the Company for cash pursuant to the authorisation conferred by resolution 16(a); and
3. (b) sell ordinary shares (as defined in section 560(1) of the Companies Act 2006) held by the Company as treasury shares for cash,

as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, provided that this power shall be:

(i) limited to the allotment of equity securities for cash and the sale of treasury shares, up to an aggregate nominal amount of £5,207,009.32; and
(ii) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the directors have determined to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice, or for any other purposes as the Company in a general meeting may at any time by special resolution determine, and shall expire at the conclusion of the next annual general meeting of the Company (or, if earlier, on 23 September 2023), 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.
1. That the Company is generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of any of its ordinary shares of 10p each in the capital of the Company on such terms and in such manner as the directors may from time to time determine, and where such shares are held as treasury shares, the Company may use them for the purposes of its employee share schemes, provided that:
2. (a) the maximum number of ordinary shares which may be purchased is 104,140,186;
(b) the minimum price (exclusive of any expenses) that may be paid for each ordinary share is 10p;
(c) the maximum price (exclusive of any expenses) that may be paid for each ordinary share is an amount equal to the higher of:
(i) one hundred and five per cent. (105%) of the average of the middle market quotations for an ordinary share of the Company as derived from the Daily Official List of the London Stock Exchange plc for the five (5) business days immediately preceding the day on which such ordinary share is contracted to be purchased; and
(ii) the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venues where the purchase is carried out;
- (d) unless previously renewed, revoked or varied, this authority shall expire at the conclusion of the annual general meeting in 2023 or on 23 September 2023, whichever is the earlier; and
- (e) the Company may, before this authority expires, make a contract to purchase ordinary shares that would or might be executed wholly or partly after the expiry of this authority, and may make purchases of ordinary shares pursuant to it as if this authority had not expired.
That a general meeting of the Company (other than an annual general meeting) may be called on not less than fourteen (14) clear days' notice.

By order of the Board

Trudy Cooke Company Secretary

25 May 2022

Registered Office 110 High Holborn London England WC1V 6JS

Explanatory notes to the resolutions

The notes below explain the resolutions which will be proposed at the annual general meeting (the "Annual General Meeting") of Avast plc ("Avast" or the "Company") which will be held at the offices of White & Case LLP at 5 Old Broad Street, London EC2N 1DW on Friday, 24 June 2022 at 2:00 p.m.

Resolutions 1 to 16 will be proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution.

Resolutions 17, 18, 19 and 20 will be proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 1. The directors will, as required by the Companies Act 2006, present to the Annual General Meeting the Annual Report and Accounts 2021, together with the report of the auditors.

Resolution 2. This resolution is to approve the directors' remuneration report for the financial period ended 31 December 2021 (the "Directors' Remuneration Report"). You can find the Directors' Remuneration Report on pages 109 to 130 (inclusive) of the Annual Report and Accounts 2021. As this vote is an advisory vote, no entitlement of a director to remuneration is conditional on it. This resolution is put annually as required by the Companies Act 2006.

Resolution 3. This resolution is to approve the Directors' Remuneration Policy, the full text of which is available on our website at www.investors.avast.com and on pages 15 to 26 of this document.

This vote is a binding vote and, subject to limited exceptions, no remuneration payment or loss of office payment may be made to a prospective, current or former director unless consistent with the approved remuneration policy (or otherwise specifically approved by shareholders). If approved by shareholders, the Directors' Remuneration Policy will take effect immediately after the conclusion of the Annual General Meeting. This resolution should be put before shareholders at least every three years as required by the Companies Act 2006.

The current Directors' Remuneration Policy is set out in the 2019 Annual Report and Accounts and was approved by shareholders at the annual general meeting in May 2019, and is due for renewal at the Annual General Meeting.

Due to the anticipated merger of Avast with NortonLifeLock Inc. (the "Merger") and the expectation that the Company would delist prior to the 2022 Annual General Meeting, a new Directors' Remuneration Policy was omitted from the Directors' Remuneration Report. As the Merger is not due to complete within the expected timeframes, the Company is now required to submit a new Directors' Remuneration Policy for shareholder approval at the 2022 Annual General Meeting.

As set out in the Remuneration Committee Chair's statement which may be found on page 109 to 111 of the Annual Report and Accounts 2021, given the anticipated Merger which is

expected to complete in 2022, the Remuneration Committee is proposing to roll-over the existing Directors' Remuneration Policy with minimal changes to better align with the UK Corporate Governance Code, and shareholder expectations. To this end, the Board has approved a revised Directors' Remuneration Policy.

In the event that the Merger does not complete as expected, the proposed Remuneration Policy will apply and the proposals included in the Scheme Document and Rule 15 Letters (available at https://investors.avast.com/investors/mergerwith-nortonlifelock-inc/) in relation to the treatment of awards under the Avast share schemes, in particular the acceleration of award vesting, will not apply, with the default position being that all awards will continue to vest in accordance with their terms. The Remuneration Committee intends to undertake a more comprehensive review of the Remuneration Policy, including consultation with our major shareholders, in advance of the 2023 annual general meeting and, if it is considered that more substantial changes are required, we may put forward a new policy to our shareholders at the annual general meeting in 2023 rather than at the end of the next three-year cycle, which would apply for up to three years.

Resolutions 4-12. Resolutions 4 to 12 relate to the election and re-election of directors to the board of the Company (the "Board"). In accordance with the recommendations of the UK Corporate Governance Code, all the directors of a company should retire at the annual general meeting and those wishing to serve again should submit themselves for election or reelection by the shareholders. All of the directors are retiring at the Annual General Meeting and short biographical details of each of the directors standing for election or re-election are set out on pages 86 to 87 of the Annual Report and Accounts 2021 (the "Director Biographies"). The Board is satisfied that each director standing for election and re-election continues to be effective and to demonstrate commitment to the role.

Resolution 12. As announced on 21 September 2021, the Board appointed Stuart Simpson as Interim Chief Financial Officer and Executive Director. Resolutions 4, 6, 7, 8, and 9 relate to the re-election, of John Schwarz, Warren Finegold, Belinda Richards, Tamara Minick-Scokalo and Maggie Chan Jones (respectively), who are the directors that the Board has determined are independent directors for the purposes of the UK Corporate Governance Code (each an "Independent Director" and together the "Independent Directors").

The Company's Chair, John Schwarz, has been on the Board for more than nine years as of December 2021. John Schwarz was a Non-Executive Director from 2011 prior to his appointment as Chair in 2014. The UK Corporate Governance Code introduced a new rule, effective as of 1 January 2019, which provides that the chair of a FTSE 350 company should not remain in the post beyond nine years from the date of their first appointment to the Board. The UK Corporate Governance Code allows for a limited extension beyond this period. The Board believes that John Schwarz's continuation as Chair is desirable for a limited period of time to provide stability and continuity following Board and executive changes, including the retirement last

year of Ulf Claesson and Erwin Gunst. The Board believes that John Schwarz continues to demonstrate objective judgement, promotes constructive challenge among Board members, and uses his skill, experience and knowledge to drive productive discussions. Last year, John Schwarz announced his intention to retire as Chair of the Board before the 2022 Annual General Meeting. Whilst the process to support the search for his successor was initiated, it was put on hold pending the outcome of the Merger. The process will be restarted by the Board should the Merger not complete as anticipated.

Under the Financial Conduct Authority's Listing Rules (the "Listing Rules"), because PaBa Software s.r.o (which is beneficially owned by Pavel Baudiš) and Pratincole Investments Limited (which is beneficially owned by Eduard Kučera), acting in concert together, are "controlling shareholders" of the Company (that is they exercise or control, together, more than thirty per cent. (30%) of the voting rights of the Company), the (re-)election of any independent director by shareholders must be approved by a majority vote of both:

(a) the shareholders of the company; and
(b) the independent shareholders of the company (that is the shareholders of the company entitled to vote on the election of directors who are not "controlling shareholders" of the Company).

Resolutions 4, 6, 7, 8 and 9 are therefore being proposed as ordinary resolutions which all shareholders may vote on, but in addition, the Company will separately count the number of votes cast by independent shareholders in favour of those resolutions (as a proportion of the total votes of independent shareholders cast on those resolutions) to determine whether the second threshold referred to in (b) above has been met. The Company will announce the results of the resolutions on this basis as well as announcing the results of the ordinary resolutions of all shareholders.

Under the Listing Rules, if a resolution to (re-)elect an independent director is not approved by a majority vote of both: (i) the shareholders as a whole; and (ii) the independent shareholders of the company, at the Annual General Meeting, a further resolution relating to the (re-)election of such independent director may be put forward to be approved by the shareholders as a whole at a general meeting which must be held between ninety (90) and one hundred and twenty (120) days from the date of the Annual General Meeting at which such independent director was not (re-)elected. Accordingly, if any of resolutions, 4, 6, 7, 8 and 9 are not approved by a majority vote of the Company's independent shareholders at the Annual General Meeting, the relevant Independent Director(s) will be treated as having been elected only for the period from the date of the Annual General Meeting until the earlier of: (i) the close of any general meeting of the Company, convened for a date more than ninety (90) days after the Annual General Meeting but within one hundred and twenty (120) days of the Annual General Meeting, to propose a further resolution

to re-elect the Independent Director; (ii) the date which is one hundred and twenty (120) days after the Annual General Meeting; and (iii) the date of any announcement by the Board that it does not intend to hold a second vote. In the event that the relevant Independent Director's re-election is approved by a majority vote of all shareholders at a second meeting, the Independent Director will then be re-elected until the next annual general meeting of the Company.

The Company is also required to provide details in relation to the following matters:

(a) Relationships, Transactions or Arrangements: As required by the Listing Rules, the Company confirms that, except as already disclosed in the Annual Report and Accounts 2021, it is not aware of any existing or previous relationships, transactions or arrangements between any of the Independent Directors and the Company, its directors, any controlling shareholder or any associate of a controlling shareholder. Further, the Company has received confirmation from each of the Independent Directors that, except as already disclosed in the Annual Report and Accounts 2021 there is no existing or previous relationship, transaction or arrangement that the Independent Directors have or have had with the Company, its directors, any controlling shareholder or any associate of a controlling shareholder.
(b) Director Effectiveness: The effectiveness of all directors is assessed as part of the on-going Board evaluation process. The directors, including the Independent Directors, possess a wide range of experience and expertise (as described in their respective Director Biographies). Having due consideration for its own evaluation and assessment as to the effectiveness of each Independent Director, the Board considers each of the Independent Directors to be effective and committed to their role, and highly values their contribution to the Board.
(c) Director Independence: The Company assesses the independence of its non-executive directors in accordance with the recommendations of the UK Corporate Governance Code. The Company determined that the Independent Directors were independent on their appointment to the Board and ensures that they remain independent by periodically reviewing their character, judgement and the various relationships, transactions and arrangements referred to in (a) above.
(d) Director Selection Criteria: The nomination committee of the Company (the "Nomination Committee") is responsible for the selection and evaluation of Independent Directors, by reference to the Board's requirements. The Nomination Committee considers a shortlist of potential candidates in light of the balance of skills, experience, independence and knowledge of the Board, drawing prospective candidates from the Company's extensive network, and, where appropriate, external recruitment consultants.

Explanatory notes to the resolutions

Resolutions 13-14. Resolutions 13 and 14 relate to the appointment of Ernst & Young LLP as the Company's auditor and the authorisation of the directors to determine their remuneration.

The Company's auditor must be submitted for re-appointment at each general meeting at which the Company's accounts are laid.

Resolution 13 is proposed to approve the appointment of Ernst & Young LLP. Having considered numerous factors, including qualifications, expertise, resources, independence and objectivity, the audit and risk committee of the Company (the "Audit and Risk Committee") recommended to the Board a resolution to re-appoint Ernst & Young LLP at the Annual General Meeting as set out on page 103 of the Annual Report and Accounts 2021. Resolution 14 authorises the directors to determine the auditor's remuneration.

Resolution 15. The Companies Act 2006 requires companies to obtain shareholders' authority before they can make donations to political organisations or incur political expenses. It is not proposed or intended to alter the Company's policy of not making political donations, within the normal meaning of that expression. However, this resolution is proposed to ensure that the Company and its subsidiaries do not, because of any uncertainty as to the bodies or activities covered by the Companies Act 2006, unintentionally commit any technical breach of the Companies Act 2006 by making political donations. Resolution 15, if passed, will give the directors authority to make political donations until the next annual general meeting of the Company (when the directors intend to renew this authority), up to an aggregate of £100,000 for the Company and its subsidiary companies.

Resolution 16. Your 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 on 6 May 2021 at the Company's last annual general meeting is due to expire at the end of the Annual General Meeting. Accordingly, resolution 16 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 £34,713,395.43, representing approximately one third (33.33%) of the Company's existing issued share capital as at 23 May 2022 (being the latest practicable date prior to publication of this document); and (b) in connection with a rights issue, up to an aggregate nominal amount of £69,426,790.87 (as reduced by allotments under paragraph (a) of the resolution), representing (before any reduction) approximately two thirds (66.67%) of the Company's existing issued ordinary share capital as at 23 May 2022 (being the latest practicable date prior to publication of this document).

The Company is proposing this resolution to give the Board flexibility, however the directors have no present intention of exercising this authority other than in relation to any issues of shares under existing employee share schemes. However, if they do exercise this authority, the directors intend to take note of relevant corporate governance guidelines in the use of such powers.

As at 23 May 2022 (being the latest practicable date prior to publication of this document), the Company holds no treasury shares.

If given, these authorities will expire at the annual general meeting of the Company in 2023 or on 23 September 2023, whichever is the earlier.

Resolution 17. Your directors also require a power from shareholders to allot equity securities or sell treasury shares for cash and otherwise than to existing shareholders pro rata to their holdings. The power granted on 6 May 2021 at the Company's last annual general meeting is due to expire at the end of the Annual General Meeting. Accordingly, resolution 17 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 £5,207,009.32 (being approximately five per cent. (5%) of the Company's issued ordinary share capital as at 23 May 2022, being the latest practicable date prior to publication of this notice).

If given, this power will expire at the annual general meeting of the Company in 2023 or on 23 September 2023, whichever is the earlier.

The figure of five per cent. (5%) reflects the Pre-Emption Group 2015 Statement of Principles on Disapplying Pre-Emption Rights (the "Statement of Principles"). Your directors will have due regard to the Statement of Principles in relation to any exercise of this power, in particular they do not intend to allot shares for cash on a non pre-emptive basis pursuant to this power in excess of an amount equal to seven and a half per cent. (7.5%) of the total issued ordinary share capital of the Company in any rolling three (3) year period, without prior consultation with shareholders.

Resolution 18. Your directors are seeking this year a further power from shareholders to allot equity securities or sell treasury shares for cash and otherwise than to existing shareholders pro rata to their holdings, to reflect the Statement of Principles (as defined above). Accordingly, resolution 18 will be proposed as a special resolution to grant such a power.

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 £5,207,009.32 being approximately five per cent. (5%) of the Company's issued ordinary share capital as at 23 May 2022 (being the latest practicable date prior to publication of this notice). This is in addition to the five per cent. (5%) referred to in resolution 17.

If given, this power will expire at the annual general meeting of the Company in 2023 or on 23 September 2023, whichever is the earlier. Your directors will have due regard to the Statement of Principles in relation to any exercise of this power and in particular they confirm that they intend to use this power only in connection with a transaction which they have determined to be an acquisition or other capital investment (of a kind contemplated by the Statement of Principles most recently published prior to the date of this notice) which is announced contemporaneously with the announcement of the issue, or which has taken place in the preceding six (6) month period and is disclosed in the announcement of the issue.

Resolution 19. This resolution will give the Company authority to purchase its own shares in the markets up to a limit of ten per cent. (10%) of its issued share capital. The maximum and minimum prices are stated in the resolution. Your directors believe that it is advantageous for the Company to have this flexibility to make market purchases of its own shares. Your directors will exercise this authority only if: (i) they are satisfied that a purchase would result in an increase in expected earnings per share and would be in the interests of shareholders generally; and (ii) such purchase would not require any person to make a mandatory takeover bid for the Company in accordance with Rule 9 of the Takeover Code (see below).

The Company entered into a relationship agreement at the time of its IPO in 2018 with Pavel Baudiš, Eduard Kučera, Pratincole Investments Limited and PaBa Software s.r.o. In accordance with the terms of this agreement, the Company will not undertake any transaction in its own shares (including a share buyback) which would result in a person being required to make a mandatory takeover bid for the Company under the Takeover Code without first obtaining a waiver in accordance with the Takeover Code (or otherwise obtaining the necessary waivers or consents from the Takeover Panel to prevent such obligations from applying).

In the event that shares are purchased, they may either be cancelled (and the number of shares in issue would be reduced accordingly) or, in accordance with the Companies Act 2006, be retained as treasury shares. The Company would consider holding repurchased shares pursuant to the authority conferred by this resolution as treasury shares. This would give the Company the ability to re-issue treasury shares quickly and cost effectively and would provide the Company with additional flexibility in the management of its capital base.

As at 23 May 2022 (being the latest practicable date prior to publication of this notice) the total number of options and stock units over shares that were outstanding under all of the Company's share option and stock unit plans was 12,188,217, which if exercised would represent approximately one and two tenths of a per cent (1.2%) of the Company's issued share capital at that date. If the Company were to purchase its own shares to the fullest possible extent of its authority from shareholders (existing and being sought), this number of outstanding options could potentially represent approximately one and three tenths of a per cent (1.3%) of the issued share capital of the Company.

Resolution 20. The Companies Act 2006 requires the Company to give at least twenty-one (21) clear days' notice for a general meeting of the Company (other than annual general meetings) unless the Company:

(a) has obtained shareholder approval for the holding of general meetings on shorter notice, which cannot be less than fourteen (14) clear days; and
(b) offers the facility for all shareholders to vote by electronic means.

Resolution 20 seeks such approval and will be proposed as a special resolution. The minimum notice period for annual general meetings remains at least twenty-one (21) clear days' notice.

The shorter notice period would not be used as a matter of routine for general meetings. The flexibility offered by this resolution will be used where, taking into account the circumstances, the directors consider this appropriate in relation to the business to be considered at such general meeting.

If given, this power will expire at the annual general meeting of the Company in 2023 or on 23 September 2023, whichever is the earlier.

Confirmation of information in Annual Report and Accounts 2021

Between the publication date of the Annual Report and Accounts 2021 and the date of this Notice, no changes to the directors' (or their connected persons') interests as disclosed on pages 122 and 123 of the Annual Report and Accounts 2021 have been reported.

The Company confirms that there has been no change to the significant holdings disclosed on page 132 of the Annual Report and Accounts 2021 between the publication date of the Annual Report and Accounts 2021 and the date of this Notice.

Additional information

ADDITIONAL INFORMATION IN RESPECT OF THE NOTICE AND ANNUAL GENERAL MEETING (INCLUDING IN RELATION TO APPOINTMENT OF PROXIES)

1. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001 and section 360B(2) of the Companies Act 2006, the Company specifies that: (i) in order to have the right to attend and vote at the annual general meeting (the "Annual General Meeting") of Avast plc ("Avast" or the "Company") which will be held at the offices of White & Case LLP at 5 Old Broad Street, London EC2N 1DW on Friday, 24 June 2022 at 2:00 p.m.; and (ii) also for the purpose of determining how many votes a person entitled to attend and vote may cast, a person must be entered on the register of members of the Company at 6.30 p.m. on Wednesday, 22 June 2022 or, in the event of any adjournment, at 6.30 p.m. on the date which is two (2) days before the day of the adjourned meeting. Changes to entries on the register of members after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting or any adjourned meeting.
1. The Annual General Meeting will be held as an in-person meeting, subject to any change in government guidance on public gatherings that may be in place at the date of the meeting. To encourage engagement from those shareholders unable to attend in person, we have arranged for an audio webcast of the Annual General Meeting. Details of how to access the audio webcast are set out on page 27 below. Any changes to the arrangements for the in-person meeting required by changes in government guidance will be published on the Company's website at https:// investors.avast.com/ and announced via a Regulatory Information Service.
1. Questions for the Board can be submitted in advance of the Annual General Meeting by emailing secretariat@avast. com by no later than 2:00 p.m. on Wednesday, 22 June 2022. All questions received will be considered and, where appropriate, answered either ahead of or at the Annual General Meeting. Questions may also be submitted to the Board live during the meeting via the audio webcast facility and during the meeting in person. Shareholders listening to the Annual General Meeting provided by Lumi via audio webcast through the Virtual Meeting Platform provided by Lumi will not be counted as being present at the Annual General Meeting. A step-by-step guide on how to join the audio webcast, ask questions, as well as the timings for when questions can be submitted and how they will be moderated, can be found on pages 27 of this document.
1. Shareholders can access the Virtual Meeting Platform using the latest version of Chrome, Firefox and Safari on your PC, laptop, tablet or smartphone.
1. To remotely join the audio webcast and/or submit questions using this method, please go to https://web.lumiagm. com/160-443-659. Once you have accessed https://web. lumiagm.com/160-443-659 from your web browser, you will be prompted to enter your Shareholder Reference Number ("SRN") and PIN number (being the first two and last two numbers of your SRN). Your SRN, including any zeros, and your PIN can be found printed on your form of proxy. If you are not in receipt of your SRN, this can also be found on a share certificate or dividend confirmation (tax voucher), or alternatively, if you are already registered on this website, you can sign in to www.shareview.co.uk to obtain your SRN.
1. Access to the Virtual Meeting Platform will be available an hour prior to the start of the meeting. If you experience any difficulties please contact Equiniti by emailing [email protected] stating your full name, postcode and SRN, if known.
1. Shareholders will be permitted to submit questions (via the Virtual Meeting Platform) during the course of the Annual General Meeting. During the Annual General Meeting, you must ensure you are connected to the internet at all times in order to submit questions.
1. A member is entitled to appoint another person as his/her proxy to exercise all or any of his/her rights to attend, to speak and to 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/her. If a proxy appointment is submitted without indicating how the proxy should vote on any resolution, the proxy will have discretion as to whether and, if so, how he/she votes. You are strongly encouraged to vote by proxy and to appoint the Chair of the meeting as your proxy.
1. A proxy need not be a member of the Company. A form of proxy for the meeting is enclosed. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact our registrar Equiniti on 0371 384 2030 ((callers from overseas should contact the Equiniti overseas helpline on +44 (0) 371 384 2030) lines are open between 8:30 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales).
1. To be valid, any proxy form or other instrument appointing a proxy must be received by post or by hand (during normal business hours only) by our registrar Equiniti at Aspect House, Spencer Road, Lancing, West Sussex, BN99 8LU, together with, if appropriate, the power of attorney or other authority pursuant to which it is signed or a duly certified copy of that power or other authority, no later than 2:00 p.m. on Wednesday, 22 June 2022. If you are a CREST member, see Note 14 below.
1. As an alternative to completing a hard copy proxy form, members may register the appointment of their proxy electronically via the internet through Equiniti's website at www.sharevote.co.uk where full instructions on the procedure are given. The Voting ID, Task ID and SRN printed on the form of proxy will be required in order to use this electronic proxy appointment system. Alternatively, members who have already registered with Equiniti's online portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio at www.shareview.co.uk using their usual user ID and password. For an electronic proxy appointment to be valid, such appointment must be received by Equiniti Limited no later than 2:00 p.m. on Wednesday, 22 June 2022.
1. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off times for receipt of proxy appointments (see Note 10) also apply in relation to amended instructions. Any amended proxy appointment received after the relevant cut-off time will be disregarded.
1. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior). If a member submits more than one (1) valid proxy appointment in respect of the same shares, the appointment received last before the latest time for the receipt of proxies will take precedence. A vote withheld option is provided on the form of proxy to enable you to instruct your proxy not to vote on any particular resolution, however, it should be noted that a vote withheld in this way is not a 'vote' in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
1. 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 in this Note 14. 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 the CREST Manual (available via www.euroclear.com) 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. Please note the following:
2. (i) 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. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in this notice. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
3. (ii) 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/her 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.

Additional information

1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.
1. Any person who is not a member of the Company, but has been nominated under section 146 of the Companies Act 2006 by a member of the Company (the "relevant member") to enjoy information rights, (the "nominated person") does not have a right to appoint any proxies under Note 8 above. A nominated person may have a right under an agreement with the relevant member to be appointed or to have somebody else appointed as a proxy for the meeting. If a nominated person does not have such a right, or has such a right and does not wish to exercise it, he/she may have a right under an agreement with the relevant member to give instructions 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.
1. 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. If your shares are held within a nominee and you wish to access the Annual General Meeting remotely, you will need to contact your nominee immediately. Your nominee will need to have completed a letter of representation and presented this to Equiniti no later than 48 hours (excluding any part of a day that is not a business day) before the date of the Annual General Meeting. To receive your unique SRN and PIN please contact the Company's registrar Equiniti by emailing: [email protected]. To avoid any delays accessing the meeting, contact should be made at least 24 hours prior to the meeting date and time. Mailboxes are monitored 9.00 a.m. to 5.00 p.m. Monday to Friday (excluding public holidays in England & Wales).
1. Any member attending the Annual General Meeting has the right to ask questions. You may also submit questions to be considered at the meeting at any time up to 48 hours before the meeting by emailing [email protected]. 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.
1. Copies of the terms and conditions of engagement of the non-executive directors are available for inspection at the Company's registered office during normal business hours on any weekday (excluding Saturdays, Sundays and public holidays), from the date of this notice until the opening of business on the day which the meeting is held, and will be available for inspection at the place of the meeting for at least 15 minutes prior to and during the meeting. Such documents are also available on the Company's website at https://investors.avast.com/.
1. A copy of this notice, and other information required by section 311A of the Companies Act 2006, can be found at https://investors.avast.com/.
1. Under section 527 of the Companies Act 2006, 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:
2. (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 Companies Act 2006, (in each case) that the members propose to raise at the 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 Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor no 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 Companies Act 2006 to publish on a website.
1. As at 23 May 2022 (being the latest practicable date prior to the publication of this notice) the Company's issued share capital consists of 1,041,401,863 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at that date are 1,041,401,863.
1. You may not use any electronic address (within the meaning of section 333(4) of the Companies Act 2006) provided in this Notice of the Annual General Meeting (or in any related documents including the proxy form) to communicate with the Company for any purposes other than those expressly stated.
1. Voting on all the resolutions at the Annual General Meeting will be conducted on a poll rather than a show of hands.

Letter from the Chair of the Remuneration Committee

Dear Shareholder,

Executive remuneration at Avast plc – new policy being put to the AGM

At our Annual General Meeting ("AGM") on 24 June 2022, the Board are presenting a resolution (Resolution 3) to approve a new Directors' Remuneration Policy (the "Policy").

The current policy was approved by shareholders in May 2019 and is therefore due for renewal at this year's AGM. The merger of Avast with NortonLifeLock Inc. ("NortonLifeLock") was anticipated to close in early 2022 and a new policy was not included in the 2021 Annual Report, as it was expected that the merger would complete prior to the 2022 AGM taking place. Following the announcement in March 2022 that the Competition and Markets Authority ("CMA") would be conducting a further investigation prior to authorising the merger, we are now holding our AGM in line with the normal timescales. The new Policy is therefore set out in this AGM notice and can be found on pages 15 to 26.

As explained in the Remuneration Committee Chair's statement on pages 109 to 111 of the 2021 Annual Report, our approach has been to roll-over the existing policy with only minimal changes this year, given that the Board and management are focused on the completion of the merger. If the merger does not take place, we will undertake a more comprehensive review leading up to the 2023 AGM and, if we conclude that substantial changes are appropriate, we may put forward another policy to shareholders in a year's time.

Summary of changes in the new Policy

No substantial changes are proposed to the existing policy. We will continue to operate an executive remuneration structure consisting primarily of base salary, annual bonus and a long-term incentive delivered in performance shares. No changes to opportunity levels are proposed, and performance conditions will continue to be reviewed on an annual basis to ensure they remain appropriately aligned to our strategic priorities.

The Remuneration Committee (the "Committee") closely monitors evolving executive remuneration practice and last year determined that some changes were required to better align with corporate governance good practices and investor expectations. Accordingly, we have made the following changes:

Strengthening of bonus deferral arrangements	Following shareholder and proxy feedback last year, the Committee noted concerns that the existing bonus deferral arrangements, whereby 50% of any bonus earned is deferred into shares for two years only where an Executive Director has not met their shareholding guideline, were not sufficiently robust. In considering this feedback, the Committee was mindful that Avast, as a company operating in the technology sector, is required to compete for talent in a global market where bonus deferral is not common practice, and had adopted a lighter touch approach. However, the Committee noted that this approach was not in line with typical UK practice and has therefore strengthened the deferral provisions under the new Policy. Going forward, a deferral requirement will now also apply to those Executive Directors that have met their shareholding guideline, which is that one third of any bonus awarded will be deferred into shares for a period of two years from the date of grant. The Committee believes this change will further strengthen the Executive Directors' alignment with shareholders' interests, while still not being so restrictive as to affect our ability to attract top international talent from our sector.
Introduction of a post-cessation shareholding requirement	In light of evolving UK market practice and to comply with the UK Corporate Governance Code, the Committee is introducing a post-employment shareholding guideline. On departure, Executive Directors will be expected to maintain a minimum shareholding of 200% of salary (or actual shareholding if lower) for the first 12 months following departure and 100% of salary (or actual shareholding if lower) for the subsequent 12 months. 200% of salary is the current in-employment shareholding guideline for all executives. This guideline applies to shares from company incentive plans that are granted following the adoption of the guideline and any shares purchased by the executives would be exempt. The Committee believes that this proposed change provides an appropriate focus on driving long-term stewardship of the company, in line with good governance principles.

Strengthening
of bonus deferral
arrangements

Following shareholder and proxy feedback last year, the Committee noted concerns that the existing
bonus deferral arrangements, whereby 50% of any bonus earned is deferred into shares for two years only
where an Executive Director has not met their shareholding guideline, were not sufficiently robust.
In considering this feedback, the Committee was mindful that Avast, as a company operating in the
technology sector, is required to compete for talent in a global market where bonus deferral is not
common practice, and had adopted a lighter touch approach.
However, the Committee noted that this approach was not in line with typical UK practice and has
therefore strengthened the deferral provisions under the new Policy. Going forward, a deferral
requirement will now also apply to those Executive Directors that have met their shareholding guideline,
which is that one third of any bonus awarded will be deferred into shares for a period of two years from the
date of grant.
The Committee believes this change will further strengthen the Executive Directors' alignment with
shareholders' interests, while still not being so restrictive as to affect our ability to attract top international
talent from our sector.

Introduction of
a post-cessation
shareholding
requirement

In light of evolving UK market practice and to comply with the UK Corporate Governance Code, the
Committee is introducing a post-employment shareholding guideline.
On departure, Executive Directors will be expected to maintain a minimum shareholding of 200% of
salary (or actual shareholding if lower) for the first 12 months following departure and 100% of salary (or
actual shareholding if lower) for the subsequent 12 months. 200% of salary is the current in-employment
shareholding guideline for all executives.
This guideline applies to shares from company incentive plans that are granted following the adoption
of the guideline and any shares purchased by the executives would be exempt.
The Committee believes that this proposed change provides an appropriate focus on driving long-term
stewardship of the company, in line with good governance principles.

Letter from the Chair of the Remuneration Committee

Implementation of the Policy for 2022

The implementation of the Policy for 2022 will be as described on pages 127 and 128 of the 2021 Annual Report.

Conclusion

Given that the changes proposed to the Policy are limited, and are expected to be supported by shareholders, we have not carried out a shareholder consultation prior to finalising the Policy. Should any shareholders wish to discuss our proposed approach prior to the AGM, I would be pleased to hear from you. In the event that the merger does not take place and we conduct a more thorough review of the Policy in the year ahead, we would seek to hold a shareholder consultation on any substantial changes prior to presenting a new policy for approval at the 2023 AGM.

In the meantime, I hope that we can count on your support for the new Policy, and for our 2021 Directors' Remuneration Report, at the AGM on 24 June 2022.

Tamara Minick-Scokalo Chair of the Remuneration Committee

Remuneration Policy

The Directors' Remuneration Policy (the "Policy")

Executive Directors' remuneration at Avast is comprised of five main components: base salary, benefits, pension, an annual bonus award and a long-term incentive plan. Directors are also entitled to participate in the all-employee share matching plan on the same basis as other Group employees. Detail in relation to each of these elements is set out in the Policy table on page 17.

In reviewing the Policy, the Remuneration Committee (the "Committee") was guided by the Group's overall philosophy on remuneration which is based on the approach that remuneration should be simple while being clearly linked to the performance and behaviour of the individual, business results and shareholder outcomes. This approach to remuneration, which cascades down through the organisation, is designed to:

reward achievement of short and long-term financial objectives and support delivery of the business strategy and sustainable long-term returns to shareholders;
provide competitive, transparent and fair rewards; and
align the interests of employees and shareholders through appropriate levels of employee share ownership.

Award levels are capped with payout linked to performance against a limited number of measures which are well linked to our strategy. The high performance hurdles that we set ourselves ensure that the reward received by the executives through the incentive plans aligns with shareholder outcomes while taking into account our overall risk appetite. The Committee retains the discretion to adjust payouts where this is considered appropriate.

Furthermore, our remuneration policy and long-term nature of our incentive plans promotes sustainable financial performance and ensures appropriate safeguards are in place to avoid rewarding failure (such as malus and clawback provisions, shareholding guidelines and holding periods).

Alignment with the UK Corporate Governance Code

The following table summarises how, in designing our Policy and considering its implementation in 2022, the Committee has addressed the principles set out in Provision 40 of the UK Corporate Governance Code.

Principle	How the Committee has addressed this
Clarity Remuneration arrangements should be transparent and promote effective engagement with shareholders and the workforce.	The Committee is committed to providing clear and transparent disclosure of Avast's executive remuneration arrangements. Furthermore, Pavel Baudiš is the designated Non-executive Director for workforce engagement and actively engages with employees, feeding back to the Committee and the Board on his meetings in order to provide insight on employees' views.
Simplicity Remuneration structures should avoid complexity and their rationale and operation should be easy to understand.	Participants receive annual communications to confirm their award levels and performance measures. Our remuneration framework principally comprises base salary, an annual bonus and a long term incentive plan and is well understood by both participants and shareholders, with measures linked to the strategic priorities of the business.
Risk Remuneration arrangements should ensure reputational and other risks from excessive rewards, and behavioural risks that can arise from target-based incentive plans, are identified and mitigated.	The Committee is satisfied that the remuneration structure does not encourage excessive risk taking and incorporates a number of features that align remuneration outcomes with risk. These include deferral under the annual bonus plan into shares (enhanced within the new Policy), and the application of two-year post-vesting holding periods under the LTIP. Personal shareholding guidelines under the new Policy apply both in-employment and post-employment. Furthermore, the Committee has the discretion to reduce variable pay outcomes where appropriate and malus and clawback provisions apply to both annual bonus and LTIP awards.
Predictability The range of possible values of rewards to individual directors and any other limits or discretions should be identified and explained at the time of approving the policy.	The Remuneration Policy outlines the threshold, target and maximum levels of pay that Executive Directors can earn in any given year over the three-year life of the approved Remuneration Policy. Actual incentive outcomes will vary depending upon the level of achievement against various performance measures and underpins.
Proportionality The link between individual awards, the delivery of strategy and the long-term performance of the company should be clear. Outcomes should not reward poor performance.	The Committee is comfortable that the Remuneration Policy does not reward poor performance and that the range of potential pay-outs are appropriate and reasonable. A high percentage of the package is delivered in the form of equity, to strengthen the alignment with shareholders. The Committee has discretion to adjust incentive outcomes where they are not considered to appropriately reflect underlying performance. Furthermore, payments made under the incentive plans are subject to the achievement of performance measures which are directly linked to the Group's strategy and KPIs.

Remuneration Policy

Principle How the Committee has addressed this

Alignment of culture Incentive schemes should drive behaviours that are consistent with company purpose, values and strategy.

The performance measures for the annual bonus and the award of LTIP awards are directly linked to the Group's strategy and objectives.

Summary of Policy changes and implementation in 2022

As set out in the Remuneration Committee Chair's statement which may be found on pages 109 to 111 of the 2021 Annual Report and Accounts, due to the anticipated merger of Avast with NortonLifeLock Inc. ("NortonLifeLock"), the Committee is proposing to retain the existing remuneration framework at the present time, whilst making a small number of changes to better align with the UK Corporate Governance Code, and shareholder expectations.

In the event that the merger does not complete as expected, the Committee intends to undertake a more comprehensive review of the Remuneration Policy in advance of the 2023 AGM and, if it is considered that more substantial changes are required, a new policy may be put forward to shareholders at that point.

The table below summarises the main proposed policy changes, illustrating how they differ from the current policy and its application. All other provisions of the current policy will continue to apply. Some minor wording changes have been made for clarity. Full details of the new Policy can be found on pages 17 to 21.

Element	Current arrangements	Proposed changes to Policy
Annual bonus	Maximum 200% of base salary Normally paid in cash, however, where an executive has not met (or is not on course to meet) the executive shareholding guideline within the timeframe set out, 50% of any bonus earned will normally be deferred into shares and would vest on the second anniversary of grant	Introduction of annual bonus deferral for executives that have met their shareholding guideline, requiring one third of any bonus earned to be deferred into shares for two years
	Recovery and withholding provisions apply.
Shareholding guidelines	Executive Directors are normally expected to build and maintain a shareholding in the Company equivalent in value to 200% of annual base salary.	Introduction of a post-employment shareholding guideline whereby Executive Directors will be expected to retain their full shareholding guideline
	No formal post-employment shareholding guideline in place.	(200% of salary) for one year post departure, reducing to 100% of their shareholding guideline (100% of salary) for a further year.

Since the Company's listing on the London Stock Exchange in May 2018, the Committee has designed the Directors' Remuneration Policy to incorporate best practice features of the typical UK pay model whilst recognising the need to compete for talent in a global market when setting reward levels, particularly long-term incentive opportunities. The above changes will further strengthen the Executive Directors' alignment with shareholders' interests, while not being so restrictive as to affect our ability to attract top international talent from our sector.

Process for developing the Policy

As noted above, the Committee opted to undertake a light-touch review of the Policy given the impending merger with NortonLifeLock. Where changes to the policy were discussed, the Committee considered multiple approaches before reaching a decision. During this time the Committee considered feedback it had previously received from shareholders and received input from its independent advisers on market practice and shareholder expectations. To avoid any conflicts of interests, no Directors were involved in conversations relating to their own pay.

Executive Director policy table

This table applies to any individual who is required to be treated as an Executive Director under the applicable regulations.

Element	Purpose and link to strategy	Operation	Maximum Opportunity	Link to performance
Base salary	Reflects the particular skills and experience of an individual and provides a competitive base salary compared with similar roles in similar companies.	Base salary levels are determined by the Committee taking into account the role, responsibilities, performance and experience of the individual, market data for comparable roles and pay and employment conditions elsewhere in the Group. Salaries are typically reviewed annually, with any changes normally taking effect from 1 April each year.	While there is no maximum salary level or maximum increase that may be offered, salary increases will normally be in line with typical increases awarded to other employees in the Group. However, increases may be above this level in certain circumstances such as:	n/a
			Where a new Executive Director has been appointed to the Board at a lower than typical market salary to allow for growth in the role then larger increases may be awarded to move salary positioning closer to typical market level as the Executive Director gains experience.
			Where an Executive Director has been promoted or has had a change in responsibilities.
			Where there has been a significant change in market practice or where there has been a significant change in the size and / or scope of the business.

Remuneration Policy

Element	Purpose and link to strategy	Operation	Maximum Opportunity	Link to performance
Benefits	To enable the Executive Directors to undertake their roles through ensuring their security and wellbeing.	Benefits currently include private health cover (for the individual and family members), life insurance, mobile phones for private use, flexible benefit scheme and car allowance.	There is no maximum limit on the value of the benefits provided but the Committee monitors the total cost of the benefit provision.	n/a
		Any reasonable business related expenses (including any tax thereon) may be reimbursed, including any reasonable professional fees incurred in providing any taxation advice and compliance as required as a consequence of a Director receiving directors' fees.
		Where an Executive Director is required to relocate to perform their role, appropriate one-off or on-going expatriate/relocation benefits may be provided (e.g. housing, schooling etc.)
		Executive Directors can also access Avast products on the same terms as offered to other employees.
		Executive Directors may participate in any all-employee share plans which may be operated by the Company on the same terms as other employees.
		The Committee may introduce other benefits it is considered appropriate to do so, taking into account the individual circumstances, the country of residence of a Director, the benefits available to all Avast employees and the wider external market.
Pension	To provide an appropriate allowance for retirement planning.	In additional to any local statutory requirements, Executive Directors may receive contributions to a defined contribution pension scheme (or equivalent) and/or receive a cash allowance in lieu.	The maximum will not exceed the relevant workforce rate.	n/a
			The CEO does not currently participate in pension arrangements in-line with practice for other Czech employees.
			The interim CFO currently receives a contribution of 5% of salary in line with the contribution currently available to other UK employees.
			Any further pension arrangements introduced for Executive Directors will be at the workforce rate. The Committee has discretion to consider the relevant workforce rate, including consideration of the relevant global jurisdiction.

Element	Purpose and link to strategy	Operation	Maximum Opportunity	Link to performance
Annual bonus	The annual bonus is designed to drive effective delivery of	Where the Executive Director has met the required shareholding guideline, two thirds of the bonus will normally be paid in cash and the remainder deferred into shares under the Avast Deferred Bonus Plan (the "DBP").	Maximum bonus opportunity in respect of a financial year is: 200% of base salary Target bonus opportunities	The performance targets for the annual bonus will be set at the start of each financial year.
	the business strategy, reward short-term operating performance and promote executive share ownership via the deferral of a proportion of the bonus	Where an Executive Director has not met the expected shareholding guideline or is not on course to meet the shareholding guideline within the timeframe set out, 50% of any bonus earned will be normally be paid in cash and the remainder will be deferred into shares under the DBP. The Committee shall determine each year whether the shareholding guideline has been met or is on course to be met and therefore how much of an Executive	are 50% of the maximum bonus opportunity. No more than 12.5% of the maximum bonus will be payable for achieving a threshold level of performance.	The performance targets will be primarily based on one or more challenging financial metrics. The Committee may also include personal and/ or strategic measures. Normally no less than 70% of the annual
	into shares. The annual bonus scheme enables the	Director's bonus is required to be deferred. Deferred awards will ordinarily vest on the second anniversary of grant. Dividend equivalents may be payable on		bonus will be based on financial measures. The measures, targets and their
	Group to flexibly control its cost base through performance linked reward and ensures Executive Director remuneration is directly linked to business performance.	the deferred shares that vest. Bonuses are not pensionable. The Committee retains the discretion		relative weightings are reviewed regularly by the Committee
		to adjust the bonus award if it does not consider that it reflects underlying Company performance or for any other reason if considers appropriate but may not exceed the maximum policy limit. Recovery and withholding provisions apply (see below).		to ensure continuing alignment with strategic objectives and will be detailed in the relevant Annual Report on Remuneration unless they are considered to be commercially sensitive.
Long-term incentives – the Avast plc Long Term Incentive Plan (the "LTIP")	To drive long term delivery of the Group's objectives, to align Executive Directors' interests with those of the Company's shareholders and to encourage exceptional performance.	The LTIP forms the primary long-term incentive arrangement for Executive Directors. Under the LTIP, annual grants of performance stock units will be made to the Executive Directors.	The maximum award in normal circumstances is 500% of salary for the Chief Executive Officer and 450% of salary for the Chief Financial Officer and other directors.	The performance share awards are normally subject 50% to an EPS measure and 50% to a revenue measure, though the Committee may use different measures as appropriate to reflect the business strategy.
		Awards under the LTIP will normally be granted to the Executive Directors as conditional share awards but may be made in other forms in accordance with the plan rules. LTIP awards will normally vest based on performance assessed over a period not shorter than three years. Awards will normally be subject to a two year post	In exceptional circumstances (such as recruitment), Awards may be granted over shares equal in value to a maximum of 750% of the relevant executive's base salary at the discretion of the Committee.
		vesting holding requirement (on a net-of-tax basis) during which time executives will not normally be able to sell their shares.	No more than 7% of the maximum opportunity will be payable for achieving a threshold level of performance under each of the performance measures. 55% of the award will normally vest for target performance and 100% of the award will vest for maximum performance. There is a straight-line vesting between the performance points.
		The Committee retains the discretion to adjust the final vesting level if it does not consider that it reflects underlying Company performance or for any other reason it considers appropriate.
		Dividend equivalents may be payable on shares that vest under the Plan.
		Recovery and withholding provisions apply (see below).

Remuneration Policy

Element	Purpose and link to strategy	Operation	Maximum Opportunity	Link to performance
Employee share ownership – the Avast Share Matching Plan ("SMP")	The purpose of the SMP is to encourage and enable all eligible employees to acquire a stake in the Company so that they can share in the future growth, development and success of the Company, and to further align the interests of such employees with the interests of the shareholders of the Company. The SMP allows the Company to match shares purchased by employees in accordance with a matching ratio determined by the	All employees, including the Executive Directors and members of the Executive Management Team are eligible to participate in the SMP. Participants can voluntarily invest up to \$34,000 per year to acquire shares (via deductions from their base remuneration or bonus). The Company will award the participant a number of matching shares linked to the number of purchased shares by the end of the holding period provided that the purchased shares have been retained during this period. The current holding period is two years (but the Committee may determine that an alternative period shall apply). Dividend equivalents may be payable on the matched shares.	The maximum matching ratio is one matched share to one purchased share. However, the current practice is to limit the matching ratio to one matched shares for every three purchased shares.	n/a
Shareholding guidelines	Remuneration Committee. To align the Executive Directors' interests with those of shareholders while in employment and for a period of time following departure.	Executive Directors are expected to build and maintain a shareholding in the Company equivalent in value to 200% of annual base salary. It is normally expected that this guideline will be reached within five years of appointment. Shares held on Admission, together with any shares acquired following Admission, count towards the threshold. Individuals will be expected to retain at least half of the net shares vesting under the Company's discretionary share based employee incentive schemes until the guideline is met. Post cessation of employment, Executive Directors are expected to retain 100% of their shareholding requirement (or, if lower, their actual shareholding on departure) for one year following departure from the Board, reducing to 50% of their shareholding requirement (or, if lower, their actual shareholding on departure) for the second year following their departure. The Committee has discretion to vary or waive part or all of the post-employment shareholding requirement if it is not considered to be appropriate in the specific circumstances of an Executive Director's departure.	n/a	n/a

Non-executive Director policy table

Element	Purpose and link to strategy	Operation	Maximum Opportunity
Non-executive director fees	To enable the Company to attract and retain experienced, skilled Non-Executive Directors that are	Fees will normally be paid in cash but may be paid in a combination of cash and shares if this is considered appropriate.	Fee levels are reviewed on a periodic basis.
	capable of advising and supporting the Executive Directors with setting, monitoring and delivering the strategic objectives.	The Chair's fee is set by the Remuneration Committee and the Non-Executive Directors' fees are set by the Chair and the Executive Directors.	The aggregate amount of Directors' fees is limited by the Company's Articles of
	NED fees reflect the value of the individual's skills and experience and recognise the expected time	Fees are set by reference to external data on fee levels in similar businesses, having taken account of the responsibilities of individual Directors and their expected annual time commitment.	Association.
	commitments and responsibilities.	The Chair is paid a single consolidated fee. It is not expected that any additional fees will be paid to the Chair for chairing any of the Board's Committees.
		Our Non-Executive Director fees policy is to pay an annual basic fee for membership of the Board and additional fees for the Senior Independent Director ("SID"), the Chair of each of its Committees and the members of each of its Committees to take into account the time commitment of these roles.
		Additional fees or other payments may be paid to reflect additional responsibilities, roles or contribution, as appropriate.
		Fees are reviewed at appropriate intervals.
		Non-Executive Directors are not eligible for pension scheme membership, bonus or incentive arrangements. They are entitled to reimbursement of reasonable business expenses and any tax incurred thereon.
		Benefits currently include, but are not limited to, travel, accommodation and hospitality provided in relation to the performance of any Directors' duties together with any reasonable professional fees incurred in the provision of taxation advice and compliance as a consequence of a Director receiving Directors' fees. Additional benefits may be introduced, if considered appropriate.
		An additional allowance is payable per meeting where transatlantic (or equivalent) travel is required.

Remuneration Policy

Information supporting the policy

Recovery and withholding provisions

Annual bonus payments may be recovered for a period of three years from the date of payment. Recovery and withholding provisions apply under the Deferred Bonus Plan ("DBP"), within three years from the date on which any DBP award is granted. Recovery and withholding provisions apply under the LTIP at any time prior to the third anniversary of the date on which awards vest following the end of performance period. The circumstances in which recovery/withholding provisions may apply are:

a) a material misstatement of group financial results;
b) an error in assessing the achievement of any bonus or performance conditions; and
c) discovery of serious misconduct by the participant prior to vesting.

Share plan operation

Awards made under the Company's share plans are governed by the terms of the plan rules and the Committee may exercise discretion in accordance with the plan rules. Under such rules, awards may:

a) have any performance conditions applicable to them amended or substituted by the Committee where circumstances change in such a way as to cause the Committee to substitute, vary or waive performance conditions as long as such substituted, varied or waived condition is as fair and not more difficult to satisfy than the original;
b) incorporate the right to receive an amount equal to the value of dividends which would have been paid on the shares under an award that vests up to the time the vested shares are issued or transferred. This amount may be calculated assuming that the dividends have been reinvested in the Company's shares on a cumulative basis;
c) be settled in cash at the Committee's discretion. This provision shall be used only in exceptional circumstances such as where awarding shares or settling awards in shares is not possible in certain jurisdictions for regulatory or legal reasons; and
d) be adjusted in the event of any variation of the Company's share capital or any demerger, delisting, special dividend or other similar event that materially may affect the Company's share price.

Approved payments

The Committee reserves the right to make any remuneration payments and/or payments for loss of office (including exercising any discretions available to it in connection with such payments) notwithstanding that they are not in line with the Policy set out above where the terms of the payment were agreed (i) before 23 May 2019 (the date the Company's first shareholder-approved directors' remuneration policy came into effect), (ii) before the Policy set out above came into effect, provided that the terms of the payment were consistent with the shareholder-approved Directors' Remuneration Policy in force at the time they were agreed; or (iii) at a time when the relevant individual was not a Director of the Company (or other persons to whom the Policy set out above applies) and, in the opinion of the Committee, the payment was not in consideration for the individual becoming a Director of the Company or any such other person. For these purposes "payments" includes the Committee satisfying awards of variable remuneration and, in relation to an award over shares, the terms of the payment are "agreed" at the time the award is granted. This policy applies equally to any individual who is required to be treated as a Director under the applicable regulations.

For the avoidance of doubt, this policy applies to the onetime special performance award for the Interim CFO, Stuart Simpson, which was made in accordance with the Directors' Remuneration Policy approved by shareholders on 23 May 2019 and is described on page 128 of the 2021 Annual Report.

Selection of performance measures

Annual bonus

The annual bonus is designed to drive and reward excellent short-term financial and operational performance. The Committee reviews the annual bonus plan measures annually in order to ensure that they are aligned with the Group's strategy. The Committee may alter the choice and weighting of the metrics for future bonus cycles to reflect the changing needs of the business. The Committee also retains the discretion to retrospectively amend the measures, weightings, targets and/or method of assessment for the in-year bonus to take into account a change in the business strategy, significant acquisition or disposal, change in accounting treatment or other exceptional event to ensure that the scheme is able to fulfil its original purpose.

Annual bonuses for 2022 will be made up of the following components:

35% of the bonus is based upon Organic Billings performance – this measures our ability to deliver top-line financial results and aligns the organisation with its commercial teams, in line with our growth aspirations.
35% of the bonus is based upon Adjusted EBITDA performance – this measures and incentivises the profitability of the business.
15% of the bonus is based upon on customer satisfaction – this incentivises and reward executives for delivering a superior customer experience.
15% of the bonus is based upon performance against other strategic KPIs – this ensures a rounded assessment of performance and incentivises management to deliver against our strategic milestones so that we continue to lay the foundation to deliver future success.

LTIP awards

Our long-term strategic objective is to provide long-term sustainable growth for all of our shareholders. To support this our LTIP awards are currently based on the following performance measures:

50% on adjusted revenue growth over three years this provides an assessment of the growth and success for the Group over the long-term and is strongly aligned to the execution of the business strategy.
50% on diluted adjusted EPS growth over three years this provides an assessment of the profitability of the adjusted revenues delivered and strongly aligns with the interests of shareholders.

The Committee believes that the combination of adjusted revenue and profit incentivise management to grow the value of the Group over the long-term and is strongly aligned to the execution of the business strategy. The choice of measures or their weighting may change for future award cycles, including for the 2022 cycle where the decision to grant awards will depend on the timing of the NortonLifeLock merger.

Performance targets for both the annual bonus and the LTIP are set taking into account internal budget forecasts, external expectations and the need to ensure that targets remain motivational.

SMP matching awards are not subject to performance conditions as all employees are eligible to join the scheme.

Remuneration policy for other employees and how employees' views are taken into account

The Committee took into account the Company's approach to remuneration and related policies for the wider workforce when determining the Policy for Executive Directors. The majority of our employees are able to share in the success of the Group through participation in an annual bonus plan. Executive Directors, other members of the Executive Management Team and key employees are also eligible for participation in a long term incentive plan and all employees and Executive Directors are eligible to participate in a share matching plan.

The Committee did not directly consult with employees when setting the Policy, but it took into account general feedback on employee engagement provided to the Board. In 2021 we continued our enhanced employee consultation programme and Pavel Baudis, our 'designated' Non-Executive Director for the purpose of employee engagement, has regularly attended our employee Change Engagement Group, where a number of issues were discussed, including pay and benefits. Although the Committee did not engage with the wider workforce on how executive remuneration aligns with our wider pay policies, it reviewed the regular employee reward programmes, such as the annual salary review, the annual employee RSU awards for high-potential and high-performing employees, as well as the Share Matching Plan to ensure that the employee programmes are in line with the overall remuneration strategy, Company objectives, and competitive needs.

How shareholders' views are taken into account

The Committee is committed to an open and ongoing dialogue with shareholders. Prior to the announcement of the merger, in mid-2021 the Committee began to consider possible amendments to the Remuneration Policy and reviewed feedback received from shareholders on the design. As stated above, due to the timing of the transaction, no changes to the policy were proposed and a shareholder consultation did not take place in late 2021 as it ordinarily would have.

While the Committee has not consulted directly with shareholders in relation to the Policy, given the timing of the anticipated merger, the Policy has been designed to take into account shareholder guidance.

As outlined above, to the extent that the merger does not take place, then the Committee will carry out a comprehensive review of the Policy in 2022. In this scenario, it is the Committee's intention to consult with major shareholders in advance of making any material changes to the Policy ahead of the 2023 AGM.

Remuneration Policy

Remuneration outcomes in different performance scenarios

The charts below set out an illustration of the application of the Policy for 2022. The charts provide an illustration of the proportion of total remuneration made up of each component of the Policy and the value of each component.

Four performance scenarios have been illustrated for each Executive Director:

Below threshold performance	Fixed remuneration
	No annual bonus payout
	No vesting under the LTIP
Mid-range performance	Fixed remuneration
	50% annual bonus payout
	55% vesting under the LTIP
Maximum performance	Fixed remuneration
	100% annual bonus payout
	100% vesting under the LTIP
Maximum performance with share price appreciation	As for maximum performance, but with an additional 50% share price increase over the three-year period

The charts have been prepared on the following basis:

Base salary The base salary (including Board fee) for Ondrej Vlcek and Stuart Simpson in place at 1 April 2022. Ondrej Vlcek receives a nominal salary of \$1. His Board fee, which he donates to charity, is included.
Benefits Based on the disclosed benefits for 2021.
Pension The CEO does not participate in pension arrangements, however the interim CFO receives a contribution of 5% of salary.
Bonus The CEO waives his bonus and the Interim CFO participates in a legacy one-off arrangement whereby he may receive up to \$500,000 over the term of his contract (as described in the 2021 Directors' Remuneration Report). No bonus is therefore shown for either of the Executive Directors.
LTIP Based on the maximum award of 500% of base salary for the CEO (using his notional salary of \$700,000). The Interim CFO does not participate in the LTIP.

The charts above illustrate remuneration outcomes with no share price growth. Dividend equivalents have not been included. Potential benefits under the SMP have not been included.

Executive Directors' service agreements and policy on payments for loss of office

Executive Directors excluding the Interim Chief Financial Officer

In the event of termination, the service contracts of the Executive Directors provide for payments of base remuneration and any fees payable in respect of the Executive Director's membership of the Board pursuant to the Director's service contract over the notice period. The Committee may also pay contractual benefits and pension over the notice period. The Company may elect to make a payment in lieu of notice in respect of these amounts, payable monthly or as a lump sum.

The Executive Directors are entitled to receive a non-compete payment equal to 50% of their average monthly income (before tax) for a period of 12 months following termination, as compensation for their non-compete obligations. The non-compete payment will be off set by any payments of base remuneration and fees payable on loss of office, and is repayable on breach of any non-compete obligations. Any payment in respect of notice and this non-compete provision will therefore not exceed base remuneration, any fees payable in respect of the Executive Director's membership of the Board and contractual benefits and pensions over a 12 month period reflecting shareholder expectations in this area.

Executive Directors will not ordinarily be entitled to receive any benefits or allowances following their cessation of employment. However, the Committee may in exceptional circumstances allow an Executive Director to continue to receive appropriate benefits or allowances for a limited period following cessation.

Details of the notice periods currently included in service contracts are in the table below:

Name	Date of Contract	Notice period
Ondrej Vlcek	1 May 2018	6 months

The Company's policy is that the notice period for Executive Directors will not exceed 12 months. The Executive Directors' service contracts are available for inspection on request. In the event of termination of employment (save in circumstances of summary dismissal), the Executive Directors will also receive an additional payment equal to six months' base remuneration. These payments mean that their total payment on termination of employment is no more than 12 months' base remuneration and benefits in line with shareholders expectations.

The Committee may make any other payments in connection with a Director's cessation of office or employment where the payments are made in good faith in discharge of an existing legal obligation (or by way of damages for breach of such an obligation), by way of settlement of any claim arising in connection with the cessation of a Director's office, or employment or in respect of outplacement assistance. Any such payments may include but are not limited to paying the Director's legal and/or professional advice fees in connection with his cessation of office or employment and any related taxes arising.

Annual bonus

There is no contractual right to any bonus payment (or pro rata portion thereof) in the event of termination of engagement prior to the end of the financial year to which a bonus relates, although the Committee may exercise its discretion to pay a bonus for the period of service performed. Any such payment will normally be based on performance assessed after the end of the financial year and paid at the normal time. In exceptional circumstances, performance may be assessed at the time of termination of employment and paid at that time.

DBP

When a participant ceases to be employed or engaged within the Group, their outstanding DBP awards will normally vest on the original date unless the Remuneration Committee determines otherwise. The Committee may exercise its discretion to allow outstanding DBP awards to vest at the time of termination of employment.

LTIP

The default treatment for any awards under the LTIP is that any outstanding awards lapse on cessation of employment or engagement. However, in certain prescribed circumstances, or at the discretion of the Committee, "good leaver" status may apply. In these circumstances a participant's award will ordinarily vest (and be released from any holding period) on such date(s) that they would otherwise have vested (or been released). Vesting will normally be subject to the satisfaction of the relevant performance criteria (if any) and, ordinarily, will be pro-rated for time, with the balance of the awards lapsing. Under the plan rules, the Committee may also permit a participant's award to vest at the time of cessation of employment in a "good leaver" situation.

If a participant ceases employment during the post vesting holding period they shall retain entitlement to their shares but the holding period will normally continue to apply until the second anniversary.

SMP

If a participant ceases employment, all purchased shares under the SMP will be released to the participant. No matched shares under the SMP will be released to a participant who ceases to be employed or engaged within the Group prior to the end of the end of the holding period, unless, in the case of a "good leaver" the Committee determines otherwise. If a participant is a "good leaver", the Committee may determine that the participant will continue to receive their matching shares at the end of the two-year holding period. "Good Leavers" under the Company's share plan include participants that leave due to death, long-term injury, disability or such other reason that the Board determines.

Interim Chief Financial Officer

The Interim Chief Financial Officer is on a fixed term contract for the term beginning on 21 September 2021 and ending on 31 December 2022 ("Term"). In the event of termination prior to the end of the Term, he will receive:

basic salary in lieu of the remainder of the Term (either as a lump sum, or in equal instalments over the remainder of the Term at the discretion of the Committee); and
one-off performance bonus, which will be paid in full based on an assumption that all of the relevant targets would have been met in both cases, subject to taxes due. No such payments will be made if the Interim Chief Financial Officer is terminated for cause.

The Executive Directors' service contracts are available for inspection on request.

Remuneration Policy

Treatment of awards on a change of control or other corporate event

In the case of a corporate event, such as a change of control or winding-up of the Company (not being an internal corporate reorganisation) there shall not ordinarily be automatic acceleration of outstanding LTIP awards. However, the Committee may, in its discretion, determine that some or all LTIP awards will vest at the time of the change of control of the corporate event. In determining vesting the Committee will normally take into account: (i) the extent to which the Committee considers that the performance conditions (if any) are satisfied; and (ii) if the Committee determines appropriate, the period of time between their grant and vesting. The Committee has the discretion to change or remove the application of pro-rating to an Award if this is considered appropriate.

Under the DBP, outstanding awards will normally vest at the time of the corporate event.

Under the SMP, all purchased shares will be released immediately and any entitlement to matching shares will be forfeit, unless the Committee determines that matching shares will not be forfeit, and participants will receive a pro-rata portion of corresponding matching shares. The Committee may, in its discretion, take such steps as it considers appropriate which may include releasing all shares to participants early.

Recruitment policy

When determining the remuneration package for a newly appointed Executive Director, the Committee would seek to apply the following principles:

The package should be market competitive to facilitate the recruitment of individuals of sufficient calibre to lead the business. At the same time, the Committee would intend to pay no more than it believes is necessary to secure the required talent.
New Executive Directors will normally receive a base salary, benefits and pension contributions in line with the Policy described on page 17 and would also be eligible to join the bonus and share incentive plans up to the limits set out in the Policy table.
In addition, the Committee has discretion to include any other remuneration component or award which it feels is appropriate taking into account the specific circumstances of the recruitment, subject to the limit on variable remuneration set out below. The key terms and rationale for any such component would be disclosed as appropriate in that year's annual report on remuneration.
Base salary levels will be set taking into account the executive's skills, experience and their current remuneration package. Where it is appropriate to off er a lower salary initially, a series of increases to the desired salary positioning may be given over subsequent years subject to individual performance.

Where an individual forfeits outstanding variable pay opportunities or contractual rights at a previous employer as a result of appointment, the Committee may offer compensatory payments or awards, in such form as the Committee considers appropriate taking into account all relevant factors including the form of awards, expected value and vesting timeframe of forfeited opportunities.
When determining any such "buyout", the guiding principle would be that awards would generally be on a "like-for-like" basis unless this is considered by the Committee not to be practical or appropriate.
The maximum level of variable remuneration which may be awarded (excluding any "buyout" awards referred to above) in respect of recruitment is 950% of salary, which is in line with the current maximum limit under the annual bonus and LTIP.
Where an Executive Director is required to relocate from their home location to take up their role, the Committee may provide assistance with relocation (either via one-off or ongoing payments or benefits). Any on-going benefits would normally be time limited.
In the event that an internal candidate is promoted to the board, legacy terms and conditions would normally be honoured, including pension entitlements and any outstanding incentive awards.

To facilitate any buyout awards outlined above, in the event of recruitment the Committee may grant awards to a new Executive Director relying on the exemption in the Listing Rules which allows for the grant of awards, to facilitate, in unusual circumstances, the recruitment of an Executive Director, without seeking prior shareholder approval or under any other appropriate Company incentive plan.

The remuneration package for a newly appointed Non-Executive Director would normally be in line with the structure set out in the policy table for Non-Executive Directors on page 21.

Non-Executive Directors' letters of appointment

Non-Executive Directors all serve under letters of appointment for periods of three years. The Non-Executive Directors (including the Chair) have a notice period of one month, although the Company may elect to make a payment in lieu of notice. The terms and conditions of appointment for Non-Executive Directors are available for inspection upon request.

Minor changes

The Committee may make minor amendments to the Policy set out above (if required for legal, regulatory, exchange control, tax or administrative purposes or to take account of a change in legislation) without requiring prior shareholder approval for that amendment.

Online Joining Instructions

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AVATION PLC — AGM Information 2022

4886_agm-r_2022-05-25_a0bd1125-8c55-4972-a2bf-72dfedf388b2.pdf

Avast plc Notice of Annual General Meeting

Chair's letter

Notice of Annual General Meeting

Attendance at the Annual General Meeting

Voting

Questions

Dividend

Proposed Merger with NortonLifeLock Inc.

Chair's letter

Directors' Remuneration Policy

Board Changes

Recommendation

Notice of Annual General Meeting 2022

Notice of Annual General Meeting 2022

Explanatory notes to the resolutions

Explanatory notes to the resolutions

Confirmation of information in Annual Report and Accounts 2021

Additional information

ADDITIONAL INFORMATION IN RESPECT OF THE NOTICE AND ANNUAL GENERAL MEETING (INCLUDING IN RELATION TO APPOINTMENT OF PROXIES)

Additional information

Letter from the Chair of the Remuneration Committee

Executive remuneration at Avast plc – new policy being put to the AGM

Summary of changes in the new Policy

Letter from the Chair of the Remuneration Committee

Implementation of the Policy for 2022

Conclusion

Remuneration Policy

The Directors' Remuneration Policy (the "Policy")

Alignment with the UK Corporate Governance Code

Remuneration Policy

Summary of Policy changes and implementation in 2022

Process for developing the Policy

Executive Director policy table

Remuneration Policy

Remuneration Policy

Non-executive Director policy table

Remuneration Policy

Information supporting the policy

Recovery and withholding provisions

Share plan operation

Approved payments

Selection of performance measures

Annual bonus

LTIP awards

Remuneration policy for other employees and how employees' views are taken into account

How shareholders' views are taken into account

Remuneration Policy

Remuneration outcomes in different performance scenarios

Executive Directors' service agreements and policy on payments for loss of office

Executive Directors excluding the Interim Chief Financial Officer

Annual bonus

DBP

LTIP

SMP

Interim Chief Financial Officer

Remuneration Policy

Treatment of awards on a change of control or other corporate event

Recruitment policy

Non-Executive Directors' letters of appointment

Minor changes

Online Joining Instructions

Meeting ID: 160-443-659

Meeting Access

Broadcast

Questions

Requirements

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AVATION PLC AGM Information 2022