Sage Group PLC

AGM Information • Feb 27, 2019

Company Number 02231246

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS

OF

THE SAGE GROUP PLC ("the Company")

(passed on 27 February 2019)

At the Annual General Meeting of the Company duly convened and held at North Park, Newcastle-upon-Tyne, NE13 9AA at 12.00 (noon) on 27 February 2019, the following resolutions were duly passed by members of the Company (items 1 to 15, 19 and 20 as ordinary resolutions and items 16 to 18 as special resolutions).

Resolution 1

That the Annual Report & Accounts for the financial year ended 30 September 2018 be received and considered.

Resolution 2

That a final dividend recommended by the directors of 10.85 pence per ordinary share for the financial year ended 30 September 2018 to be paid on 1 March 2019 to members whose names appear on the register at the close of business on 8 February 2019 be declared.

Resolution 3

That Sir Donald Brydon be re-elected as a director.

Resolution 4

That Neil Berkett be re-elected as a director.

Resolution 5

That Blair Crump be re-elected as a director.

Resolution 6

That Drummond Hall be re-elected as a director.

Resolution 7

That Steve Hare be re-elected as a director.

Resolution 8

That Jonathan Howell be re-elected as a director.

Resolution 9

That Soni Jiandani be re-elected as a director.

Resolution 10

That Cath Keers be re-elected as a director.

Resolution 11

That Ernst & Young LLP be re-appointed as auditors to the Company.

Resolution 12

That the Audit and Risk Committee be authorised to determine the remuneration of the auditors to the Company.

Resolution 13

That the directors' remuneration report (excluding the directors' remuneration policy set out on pages 108 to 115 of the Annual Report & Accounts 2018) for the financial year ended 30 September 2018, as set out on pages 103 to 128 of the Annual Report & Accounts 2018 be approved.

Resolution 14

That the directors' remuneration policy, the full text of which is contained in the directors' remuneration report for the year ended 30 September 2018, as set out on pages 108 to 115 of the Annual Report & Accounts 2018 be approved.

Resolution 15

That:

• (a) the directors be authorised to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company:
• (i) in accordance with article 7 of the Company's articles of association, up to a maximum nominal amount of £3,803,174.30 (such amount to be reduced by the nominal amount of any equity securities (as defined in article 8 of the Company's articles of association) allotted under paragraph (ii) below in excess of £3,803,174.30); and
• (ii) comprising equity securities (as defined in article 8 of the Company's articles of association) up to a maximum nominal amount of £7,606,348.60 (such amount to be reduced by any shares allotted or rights granted under paragraph (i) above) in connection with an offer by way of a rights issue (as defined in article 8 of the Company's articles of association);
• (b) this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, or, if earlier, at the close of business on 31 March 2020; and

(c) all previous unutilised authorities under section 551 of the Companies Act 2006 shall cease to have effect (save to the extent that the same are exercisable pursuant to section 551(7) of the Companies Act 2006 by reason of any offer or agreement made prior to the date of this resolution which would or might require shares to be allotted or rights to be granted on or after that date).

Resolution 16

That:

• (a) in accordance with article 8 of the Company's articles of association, the directors be given power to allot equity securities for cash;
• (b) the power under paragraph (a) above (other than in connection with a rights issue, as defined in article 8 of the Company's articles of association) shall be limited to the allotment of equity securities having a nominal amount not exceeding in aggregate £571,047.19;
• (c) this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 31 March 2020; and
• (d) all previous unutilised authorities under sections 570 and 573 of the Companies Act 2006 shall cease to have effect.

Resolution 17

That in accordance with section 701 of the Companies Act 2006 the Company be and is hereby granted general and unconditional authority to make one or more market purchases (within the meaning of section 693 of the Companies Act 2006) of ordinary shares in the capital of the Company on such terms and in such manner as the directors shall determine PROVIDED THAT:

• (a) the maximum number of ordinary shares which may be acquired pursuant to this authority is 108,569,466 ordinary shares in the capital of the Company;
• (b) the minimum price which may be paid for each such ordinary share (exclusive of all expenses) is its nominal value;
• (c) the maximum price which may be paid for each such ordinary share (exclusive of all expenses) shall not be more than the higher of:
• (i) an amount equal to 105 per cent. of the average of the middle market prices shown in the quotations for the ordinary shares in the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that ordinary share is purchased; and
• (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out;
• (d) this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, or, if earlier, at the close of business on 31 March 2020 unless renewed before that time; and
• (e) the Company may make a contract or contracts to purchase ordinary shares under this authority before its expiry which will be or may be executed wholly or partly after expiry

of this authority and may make a purchase of ordinary shares in pursuance of such contract.

Resolution 18

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

Resolution 19

That the rules of the Sage Group 2019 Restricted Share Plan (the "2019 RSP") in the form produced to the Annual General Meeting and for the purposes of identification, initialled by the Chairman, the principal terms of which are summarised in Schedule A to this Notice, be approved and the Board be authorised to:

• (a) do all such other acts and things as they may consider appropriate to implement the 2019 RSP; and
• (b) establish such further plans for the benefit of employees overseas, based on the 2019 RSP and modified, as may be necessary or desirable to take account of local securities laws, exchange control and tax legislation, provided that any shares of the Company made available under such plans are treated as counting against any limits on individual or overall participation in the 2019 RSP.

Resolution 20

That the amended rules of the Sage Group 2010 Restricted Share Plan (the "2010 RSP") in the form produced to the Annual General Meeting and for the purposes of identification, initialled by the Chairman of the meeting, the principal terms and amendments to which are summarised in Schedule B to this Notice, be approved.