Schneider Electric SE — M&A Activity 2015

Jul 20, 2015

THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF

20 July 2015

Schneider Electric SE

AVEVA and Schneider Software Software to create a global leader in industrial software der

Summary

AVEVA Group PLC ("AVEVA" and information management solutions, Electric") today announce that terms and conditions of an assets (including, among others, Software") by AVEVA (the " "), one of the world's leading providers of engineering design solutions, and Schneider Electric they have reached a non-binding agreement on acquisition of selected Schneider Electric i including, the former Invensys software assets) ( Transaction"). , SE ("Schneider on the key industrial software ("Schneider

Schneider Software's product portfolio offers solutions in Process Engineering & Optimisation, Operations Planning & Scheduling, Operations Execution Management, Asset Management, Operations Control and Information Management.

AVEVA will acquire Schneider Schneider Electric upon completion to be issued to Schneider Electric, such that Enlarged AVEVA Group's (as defined completion. Based on the current be issued to Schneider Electric as part of the Transaction have a current market value of c. £1.3 billion. The cash payment distributed upon completion below) to AVEVA's shareholders (excluding Schneider Software on a debt-free cash-free basis £550 million for consideration of new Schneider Electric will own 53.5% of the below) fully diluted share capital immediately post AVEVA share price, the c. 74.0 million (described above) from Schneider (together with AVEVA's net excess cash, as described 's Schneider Electric). free and receive from AVEVA shares AVEVA shares to Schneider Electric will be

Given the relative size of classified as a reverse takeover of Authority (the "UKLA"). Certain information on by Schneider Electric and is included in the A announcement. Schneider Software and AVEVA, the Transaction will be AVEVA under the Listing Rules of the UK Listing . Schneider Software has been provided Additional Information section of 's , of this

Strategic rationale and other benefits of the Transaction

The Directors of AVEVA and compelling industrial logic and strategic rationale for a combination of Schneider Software (forming among other things: Schneider Electric believe that there is a clear and (forming, the "Enlarged AVEVA Group"). The Transaction will, AVEVA and

• Create a global leader in industrial software, with markets and a best in class technology portfolio Adjusted EBITA of c. £ scale and relevance in key with combined revenues £534 million and c. £130 million, respectively keyand respectively;

• Provide a comprehensive integrated offering through its portfolio – including and AvantisTM solutions alongside AVEVA PDMS AVEVA NETTM – creating a holistic and more visible value proposition enabling the Enlarged AVEVA Group to better navigate specific cycles by the Digital Asset lifecycle through Process Simulation, detailed 3D Design, Asset Data Management, Operations Management and Asset Performance Management for large, complex engineering projects in the process and plant industries; combined product among others Schneider Electric's SimSci TM, AVEVA Everything covering all aspects of 's TM, WonderwareTM verything3DTM and
• Diversify AVEVA's end Marine while adding leading positions in other verticals including Chemicals, Food and Beverage, Mining, substantially enlarging the total addre end-markets, enhancing its position in Oil & Gas, Power and Water and Waste Water, and Pharmaceuticals thereby addressable market; markets, AVEVA benefitting from
• Improve geographic Schneider Software's contribute approximately 18% of AVEVA's revenues today and end market coverage, with AVEVA Software's exposure to the Americas market (the approximately 36% of revenues in the Enlarged AVEVA today); Americas will AVEVA Group versus
• Create additional value for shareholders through revenue and cost synergies the potential for material synergies;
• Provide an exciting commercial opportunity for the Enlarged leverage Schneider Electric's multiple go go-to-market channels; AVEVA Group to
• Position the Enlarged take advantage of future M&A opportunities; AVEVA Group as a strong player best able to continue to
• Create a compelling positioning and a strengthened financial profile fo and equity story, underpinned both by an enhanced strategic for the Enlarged , r AVEVA Group;
• Establish a "best-in– attracting further talent. –class" management team and increased brand profile for class" , mutual due

Key terms of the Transaction

The key terms are set out below diligence, the agreement and by the Boards of AVEVA and and the Transaction is subject to, inter alia, execution of legally binding documentation Schneider Electric: documentation and approval

• AVEVA will acquire Schneider from Schneider Electric upon completion £550 million AVEVA shares to be issued to own 53.5% of the Enlarged post completion. Based on AVEVA shares to be issued to current market value of Schneider Electric will be distributed upon completion (together with Schneider Software on a debt-free cash-free basis for consideration of new Schneider Electric, such that Schneider AVEVA Group's fully diluted share capital immediately the current AVEVA share price, the Schneider Electric as part of the Transaction have a c. £1.3 billion. The cash payment (described above) from free and receive Schneider Electric will c. 74.0 million AVEVA's net

excess cash, as described below) to Electric); AVEVA's shareholders (excluding 's Schneider

• On completion, AVEVA AVEVA shareholders will:
• o Retain a 46.5% ownership of the Enlarged revenues and Adjusted EBITA respectively; etain AVEVA Group, with combined of c. £534 million and c. £130 million,
• o Receive a cash payment of AVEVA and subsequently distributed Schneider Electric), diluted basis and representing capitalisation as at practicable prior to publication of this announcement); eceive £550 million (to be paid by Schneider distributed to AVEVA shareholders, excluding being equivalent to £8.55 per AVEVA representing 48% of AVEVA's fully diluted 17 July 2015 (being the closing price on Schneider Electric to AVEVA share on a fully diluted market the latest date
• o Receive any net excess cash held on AVEVA shareholders (excluding calculated by reference to future cash requirements of the Enlarged Group and after adjustment for post related items, in each case as to be agreed between Electric; and AVEVA's balance sheet Schneider Electric), such excess cash being post-tax pension provisions and other debt , AVEVA 's sheet to be paid to AVEVA tax AVEVA and Schneider
• o Have an opportunity to benefit revenue and cost of the two businesses benefit further, through their shareholding, synergies which are expected to arise from the combination businesses, and their resulting enhanced market presence; , shareholding, from the
• It is intended that the Enlarged listing on the Official List of the London Stock Exchange AVEVA Group will continue to UKLA ("Official List") and Exchange plc's main market for listed securities; to be admitted to to trading on the
• The Board of the Enlarged AVEVA Group will be constituted as follows:
• o The existing Board of Directors Specifically, Philip Aiken ( CEO) and James Kidd ( completion, in of Schneider Software Directors of AVEVA to remain in place (AVEVA's Chairman), Richard Longdon ( (AVEVA's CFO) will remain in order to drive the strategy, implementation and integration Software; place on completion. (AVEVA's place following
• o Two additional non be appointed to the wo non-executive directors proposed by Schneider Board of the Enlarged AVEVA Group on completion; Schneider Electric to
• o In order for the Board of the Enlarged majority of independent non one additional be appointed on or shortly after AVEVA Group to comprise a non-executive directors (including the Chairman), ne additional independent non-executive director proposed by completion; executive AVEVA to
• o The Board of the Enlarged independent non years following completion AVEVA Group will continue non-executive Chairman for a period of not less than completion. Thereafter, Schneider Electric will have the to have an than two

right to appoint the Chairman from one of its two n The Chairman of a meeting of the Board of the Enlarged have a casting vote in case of equality of votes on questions arising at any meeting; non-executive directors hairman AVEVA executive directors. AVEVA Group will

• o The Vice Chairman of the Board of the Enlarged appointed from one of completion; and Schneider Electric's two non-executive directors on AVEVA Group to be executive but will not be
• o A new COO w appointed to the will be appointed from Schneider Software Board of the Enlarged AVEVA Group;
• Schneider Electric will ill agree to maintain AVEVA's progressive dividend policy 's policy;
• There will be a standstill period for for:
• o Two years post Electric cannot increase AVEVA Group's fully diluted share capital the Enlarged Enlarged AVEVA wo completion of the Transaction during increase its shareholding above 53.5% of the Enlarged or vote in favour of a de AVEVA Group without the approval of the majority of AVEVA Group's non-executive independent directors on during which Schneider de-listing of the directors;
• o A further 18 months period cannot increase Group's fully diluted share capital AVEVA Group's a general offer Code"), provided that such offer is: thereafter during which its shareholding to 75% or above of the Enlarged without the approval of the Group's non-executive independent directors, other than by way of offer under the City Code on Takeovers and Mergers (the " is: Schneider Electric AVEVA the Enlarged City
  • At an offer price volume weighted average price at the time is recommended by a majority of the independent non which requires the acceptance of the offer by a majority of the other shareholders in price not less than a 20% premium to the average of the Enlarged AVEVA of the first announcement of the general offer Enlarged non-executives (or include an acceptance condition in the Enlarged AVEVA Group); or 30-day AVEVA Group's share and AVEVA Group executives ); AVEVA Group's non-
  • Recommended by a majority of the executive independent directors ecommended Enlarged AVEVA directors;
• o Thereafter, Schneider acquisitions of shares or offers, nor be required to maintain AVEVA Group's listing Schneider Electric will be under no restrictions on further 's listing; the Enlarged

• Schneider Electric intends enter into a relationship agreement wit completion. Under the terms of the relationship agreement, agree to only enter into agreements and arrangements with the Enlarged Group on an arm's length basis and on normal commercial terms intends to comply with the Listing Rules of the UKLA with the Enlarged AVEVA . Schneider UKLA and will AVEVA Group on Schneider intends to AVEVA terms;

• In the event that the Enlarged agreement will be terminated and standstill provisions described above) would cease to apply AVEVA Group is de-listed, the relationship all protections set out therein (including the apply; and

• Schneider Electric and connection with R&D and commercial activities in order to optimise the generation of synergies for the benefit of both parties AVEVA will enter into a collaboration agreement in parties. listed, ; , AVEVA

Commenting on the Transaction, said: Richard Longdon, Chief Executive Officer of

"The transaction will be transformational to industrial software, which will be able to better compete on a global scale. the acquisition of Schneider product portfolio, diversify its end user markets and increase its geographic exposure to the US market, in line with our strategic goals. ransaction AVEVA, creating a global leader in Schneider Software, AVEVA will significantly expand its scale and , Through

The transaction is expected to provide significant value to our shareholder upfront cash payment synergies and a compelling positioning." and a share of the Enlarged AVEVA Group equity story underpinned by an enhanced strategic shareholders via the Group to benefit from

Commenting on the Transaction, Electric said: Jean-Pascal Tricoire, Chairman and CEO CEO of Schneider

"Working on a combination of software assets represents a promising opportunity for the stakeholders of both companies. The combination will create a global leader in industrial soft a unique portfolio of asset management solutions from design & build to operations and will address customers' requirements along the full asset life cycle in key industrial and infrastructure markets. It will also create the right environment f the software teams to develop aggressively their business, while benefiting from the multiple commercial acc AVEVA and selected Schneider access of Schneider around the world. Electric industrial software, with for

We believe that through increased scale, complementary footprint and joint R&D capabilities, the transaction shareholders alike." will generate synergies that will benefit customers and

Other

Once legally binding documentation has likely to be conditional on, personnel's representative bodies, as well as any regulatory and anti-trust egally been executed, completion of t inter alia, any consultation procedures involving the as the approval of AVEVA's shareholders trust approvals required. the Transaction is 's shareholders and

There can be no certainty that the discussions between lead to a transaction, nor what the final terms or timing of any such transaction may be. AVEVA and Schneider Schneider Electric will be.

Under Listing Rule 5, certain information regarding provided to ensure that there is sufficient information avail to the Transaction in order to avoid a suspension of required under this Listing Rule Schneider Software available to the public with regard ransaction AVEVA's shares. The information has been provided by Schneider Electric and Software is required to be able s and included in

the Additional Information section of that this announcement and contains sufficient information about basis for assessing Schneider AVEVA confirms that AVEVA Electric to enable AVEVA developments concerning Schneider Schneider Software part of AVEVA of this announcement. The Board of Additional Information section of this announcement Schneider Software to provide a properly informed Schneider Software's financial position. Furthermore, has made the necessary arrangements with to keep the market informed without delay of any Schneider Software that would be required to be released were AVEVA. he AVEVA considers the Board of Schneider

The Board of AVEVA also confirms that until such time as a prospectus is published in relation to the Transaction or discussions between the parties are terminated (or such other date as required by the required in order to be compliant with its obligation under the Disclosure and Transparency Rules of the Financi Schneider Software as if Schneider UKLA), AVEVA will make any announcement that would be Financial Conduct Authority on developments in relation to Schneider Software were already part of AVEVA equired al AVEVA.

A further announcement will be made as and when appropriate.

Settlement, listing and dealing

As the Transaction will be classified a Rules of the UKLA, application Exchange plc for the ordinary shares of Official List and to trading on the securities respectively. The Transaction takeover of AVEVA under IFRS. as a reverse takeover of AVEVA will need to be made to the UKLA and the London Stock Enlarged AVEVA Group to be admitted to the London Stock Exchange plc's main market for listed is expected to be accounted for under the Listing as a reverse

A prospectus will be required to be published in relation to the application for admissio to the Official List of the new and existing shares in prospectus will include audited financial statements of accordance with the Listing Rules and the Prospectus Rules of the UK that the financial information contained in any prospectus published in relation to the Transaction may differ from the financial information included in the Information section of this announcement. Enlarged AVEVA Schneider Software prepared in ransaction AVEVA Group has not yet been agreed with the UKLA admission AVEVA Group. Such a UKLA. It is possible Additional

The eligibility of Enlarged AVEVA application regarding the eligibility of agreement is reached in relation to the Transaction. It is expected that admission to the Official List will become effective Enlarged AVEVA Group's securities completed. Enlarged AVEVA Group will be made in the event and that dealings, for normal settlement, of will commence on the day that the UKLA. An the Transaction is

Rule 9 Whitewash

Following completion of the Transaction, it is expected that excess of 50 per cent. of the voting rights of fully diluted basis). Under Rule 9 of the City Code, a person who acquires an interest in shares which, taken together with shares in which he is already interested, c cent. or more of the voting rights of a company must normally make a mandatory offer under Rule 9 of the City Code for all the remaining shares in the company. that consent of the Panel on Takeovers and Mergers will obligation on Schneider Electric to make a general offer for all the issued shares of Schneider Electric the Enlarged AVEVA Group be sought for will hold in Group (calculated on a carry 30 per It is intended for the waiver of the

AVEVA, such waiver to be subject to approval in a General Meeting. In this case, approval for the waiver of t otherwise arise for Schneider City Code would be sought from by a vote of the independent shareholders . the obligation which would Schneider Electric to make an offer for AVEVA under Rule 9 of the AVEVA's shareholders at the AVEVA General Meeting. he 17 July 2015

Sources and Bases

Information contained within this following: announcement has been calculated on the basis of the

• AVEVA fully diluted number of shares in issue of (being the latest date practicable prior to publication of this announcement) 64,337,352 as at
• AVEVA share price of latest date practicable prior to publication of this announcement) 1,772p as at 17 July 2015 (being the closing price on the
• The historical average 0.6212 USD GBP FX rate for the year ended 31 March 2015 of
• AVEVA financial information sourced from the for the year ended 31 March AVEVA Annual Report and Accounts 2015
• Schneider Software financial information sourced from the financial information presented in the Additional Information section of provided by Schneider this announcement, as Schneider Electric
• Combined revenue calculated by adding ended 31 March 2015 of £208.7m plus period (as presented in the of \$524m, as translated into pound corresponding period, as mentioned AVEVA reported revenue for the year Schneider Software revenue for the same Additional Information section of this announcement pounds sterling at the average above announcement) FX rate for the
• Combined Adjusted EBITA calculated by adding year ended 31 March 2015 of £61.8m plus same period (as presented announcement) of \$1 rate for the corresponding period, as mentioned AVEVA Adjusted Schneider Software presented in the Additional Information section of this ) \$110m, as translated into pounds sterling at the above EBITA for the EBITA for the m, average FX
• Adjusted EBITA for AVEVA as adjusted profit before tax of £62.1m for the year ended 31 March 2015 (£61.8m) calculated pre net finance income of £0.3m

The management team of AVEVA Participants are advised to join the call of the call in order to register. AVEVA will be hosting a conference call at 08:00 at least 15 minutes prior to the commencement register. The dial in details are as follows: 08:00 this morning.

Telephone:	+44 (0)20 3427 1902
Conference call code:	6827683

Participants will be able to ask questions during the Q&A session. A full replay facility will be made available later in the day.

For further information please contact contact:

AVEVA Group PLC

Richard Longdon (Chief Executive Officer James Kidd (Chief Financial Officer Derek Brown (Head of Investor Relations) +44 1223 556655 Chief Officer) Chief Officer)

Lazard (Financial Adviser) Cyrus Kapadia Richard Hoyle Olivier Christnacht +44 20 7187 2000

Numis (Corporate Broker and Sponsor Simon Willis Rupert Krefting Jamie Lillywhite +44 20 7260 1000 Sponsor)

Hudson Sandler (Financial PR) Andrew Hayes Wendy Baker Alex Brennan +44 20 7796 4133

Schneider Electric SE

Anthony Song (Investor Relations) +33 (0) 1 41 29 83 29

Véronique Roquet-Montégon (Press) +33 (0) 1 41 29 70 76 Montégon

Morgan Stanley (Financial Adviser) Simon Smith Jean-Baptiste Charlet Laurence Hopkins +44 20 7425 8000

Ondra Partners (Financial Adviser) Michael Tory Rodolphe Roch +44 20 7082 8751

IMPORTANT NOTICES:

Lazard & Co., Limited, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting as financial adviser to with the Transaction and will not be responsible to anyone other than providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the announcement. Neither Lazard & Co., Limited nor any of its affiliates owes or accep any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this announcement, or any transaction o contained herein. AVEVA and no one else in connection ransaction Transaction or any other matters referred to in this AVEVA for accepts or statement

Numis Securities Limited ("Numis"), which is authorised and regulated in the UK by the Financial Conduct Authority, is acting as corporate broker one else in connection with the than AVEVA for providing the protections afforded to clients of Numis nor for providing advice in relation to the announcement. Neither Numis nor any of its affiliates or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Numis, in connection with this announcement, or any transaction or and sponsor Transaction and will not be responsible to anyone other Transaction or any other matters referred to in this owes or accepts any duty, liability statement contained herein. to AVEVA and no ransaction by the

Morgan Stanley & Co. International plc ("Morgan Stanley"), which Prudential Regulation Authority Prudential Regulation Authority Electric and no one else in connection with the Transaction. matters, Morgan Stanley, its affiliates and and agents will not regard any other person as their client, nor will they to any other person for providing the protections advice in relation to the Transaction matter referred to herein. is authorised and regulated by the Financial Conduct Authority Authority in the UK, is acting as financial adviser to In connection with such and their respective directors, officers, employees afforded to their clients or for providing Transaction, the contents of this announcement or any other and the Schneider be responsible , Partners"), which is

Ondra LLP, operating under the name Ondra Partners authorised by the Prudential Regulation Authority and the Prudential Regulation to Schneider Electric and no one else in connection with the Transaction. In connection with such matters, Ondra Partners, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their cli for providing advice in relation to the Transaction, the contents of this announcement or any other matter referred to herein ("Ondra Partners") udential Authority and regulated by the Financial Conduct ity Authority in the UK, is acting as financial adviser ch herein. clients or

Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, t or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of Australian, Canadian, South African, Japanese or US securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement or other information referred to herein comes should inform themselves abo the Republic of South Africa, Japan, the United States th about, and observe, any such restrictions. he

This announcement is not intended to, and does not constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any sec securities pursuant to this announcement or otherwise.

This announcement has been issued by responsibility of AVEVA. AVEVA and Schneider Electric urities and is the sole

Nothing in this announcement constitutes an undertaking by either Electric to enter into a binding agreement in connection with the Transaction. AVEVA AVEVA or Schneider

This announcement does not constitute or form part of any offer, invitation to sell, otherwise dispose of or issue, or any solicitation of any offer to purchase or subscribe for, any shares or other securities nor shall it or any part of it, nor the fact of its distribution form the basis of, or be relied on in connection with, any contract commitment or investment decision. r, of complying with the applicable

This announcement has been prepared for the purposes o law and regulation of the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jur Kingdom. jurisdiction outside of the United

The Transaction, if implemented, would constitute a 'whitewash' transaction for the purposes of the City Code. Accordingly, nothing in this announcement should be construed as constituting a formal offer or evidenci for AVEVA. In particular, nothing in this announcement constitutes a "possible offer" or a "firm intention to make an offer" for the purposes of the City Code. evidencing an intention to make a formal offer . securities for sale in the United States

This announcement does not constitute an offer of securit of America or an offer to acquire or exchange securities in the United States of America. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States of America or any other country in which such offer may not be made other than (i under the US Securities Exchange Act of 1934, as amended, or the securities laws of such other country, as the case may be, or (ii) pursuant to an available exemption from such requirements. indirectly, in or into, or by use of the mails, any (i) in accordance with the tender offer requirements f isdiction ng ies , ) looking looking looking AVEVA's and

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward the use of forward-looking terminology, including the terms "believes", "estimates", "envisages", "plans", "projects", "anticipates", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts and involve predictions. Forward differ materially from actual results. Any forward Schneider Electric's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to AVEVA's or Schneider Software's liquidity, prospects, growth or strategies and the industry in which it operates. Forward ent looking forward-looking statements may be identified by looking jects", "anticipates", "targets", "aims", "expects", "intends", Forward-looking statements may and often do forward-looking statements reflect business, results of operations, financial position, Forward-

looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. Save as required by law or regulation, Schneider Electric disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in this announcement that may occur due to any change in its expectations or to reflect events or circumstances after the date o this announcement. Nothing in this announcement should be construed as a profit forecast And no statement in this announcement should be interpreted to mean that earnings per share of AVEVA match or exceed the historical published earnings per share of looking for the current or future financial years would necessarily AVEVA. AVEVA and of

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. A percentage change of the numbers contained in this announcement may not conform exactly with the total figure given. Accordingly, in certain instances, the sum or ccordingly, Schneider Electric

Except as explicitly stated, n website, nor any website accessible by hyperlinks on the website is incorporated in, or forms part of, this announcement neither the content of the AVEVA nor AVEVA or . Schneider Electric

Additional Information on Schneider Schneider Software Provided By Schneider Schneider Electric

1 Introduction

This section of the announcement Schneider Software: includes the following information concerning

• A description of Schneider performance measures as well as trend information regarding and Schneider Software including key non-financial operating or Schneider financial Schneider Software;
• Financial information on sheet and cash flow information for the financial years ended 31 March 2013, 2014 and 2015, together with details of the basis of preparation, including details of accounting policies, and certain segmental and other disclosures. Schneider Software, comprising profit and loss, balance

2 Overview of Schneider Schneider Software

Schneider Software is a leading industrial software player and a market leader in markets and technology areas adjacent to those of comprises certain historical software assets of software assets ("Invensys Software") acquired in January 2014. Its wide portfolio covers 6 main technology areas providing strong coverage of the customer in the continuous process and batch manufacturing industries and the infrastructure market (covering power, water and wastewater, transportation infrastructure). AVEVA. Schneider Schneider Electric and Invensys plc former Schneider Software customer value chain

Schneider Software portfolio covers the customer value chain in its target verti markets through its offerings in Process Engineering & Optimisation; Operations Planning & Scheduling; Operations Execution Management; Asset Management; Operations Control and Information Management under various brands such as Wonderware, SimSci, Avantis, Citect and ClearScada. vertical

Schneider Software has a global footprint spanning North America, Europe, the Middle East, Asia Pacific and Latin America with c. 2,000 employees worldwide, with 8 global R&D centres and 23 project execution centres. further extended through an ecosystem of key partnerships and alliances, including over 160 product technology partners, over 3,500 certified developers, and global project delivery alliances to enhance execution capabilities in markets such as Oil & Gas, Food & Beverage, Life Sciences and Smart Cities. In the year ended 31 March 2015, approximately 40% of revenues arose from North America, 29% from EMEA, 19% from Asia Pacific, 8% from Latin America, ntis, Schneider Software's market reach is key vertical and geographical and 5% from other markets. Middle-

Schneider Software works with 10 of the top 15 mining companies, 18 of the top 20 pharmaceutical companies, 19 of the top 20 petroleum companies, 22 of the top 45 food and beverage companies and 22 of the top 40 chemical compani companies (see see Footnote A).

In the financial year ended 31 March 2015, with an Adjusted EBITA of \$110 MM, representing a 21.0% margin. Schneider Software revenues were \$524 MM

3 Schneider Software Key Non Information Non-Financial Operating and Performance Financial

The six technology areas of offering areas on the basis of business model and nature of revenues. Schneider Software can be aggregated into three broad

In Process Engineering, the business delivers process design and simulation software to EPCs and end users in capital intensive industries such as upstream, refining, chemicals and power generation to enable the design and commissioning of capital assets. The market for this offering has been impacted by the current pressure on capital projects especially in the oil and gas sector. The revenues in this area are primarily through term licensing of the software, which includes software maintenance support over the term of the license.

In Operations Management, (comprising the aggregate of Process Optimisation, Operations Planning and Scheduling, Operations Execution Management, Asset Management and Information Management), the business delivers operational efficiency solutions through a portfolio of applications for optimising production and supply chain processes, ensuring the reliability and availability of capital assets and the management of real-time operational information for decision support. This offering area serves customers across multiple industries primarily in the continuous process and hybrid manufacturing sectors. The diversity of industries addressed provides a measure of risk mitigation against sector specific capital budget constraints. The revenues in this area are realised through projects, comprising a perpetual license of the software, provision of system integration services for configuration of the software, and post software maintenance support. il tions nsuring time ring real-time visualisation and control software post-implementation

In Operations Control, the business delivers real solutions to ensure that assets are operated are applicable across all manufacturing and infrastructure sectors that operate instrumented assets. This business has a wide industry and geographical footprint and operates through a global channel network o The revenues in this area are realised through perpetual licensing of the software and software maintenance support, secured through the channel. to target performance criteria. The offerings of distributors, VARs and system integrators. time f vesting lean agile

Schneider Software maintains its competitive advantage through in leading technology products. which the majority is spent on new feature development and next generation programs. The business manages its R&D efficiency through globally deployed development practices that drive YoY R&D productivity improvement, enabling faster time to market for its solutions. The business also has development headcount in low cost locations, both internal and with an outsourcin partner, enabling effective management of the R&D cost base. The business maintains a high level of customer satisfaction, aggregating 95% across its offering areas. This is a people and innovation centric business, with a global workforce of over 2,000 professionals operating out of 8 main innovation centres and 23 project execution centres worldwide. The business maintains a high level of attention on employee development and talent management. investing in market Approximately 14% of its revenues are invested in R&D, of approximately approximately 50% of its outsourcing

4 Current Trading and Prospects

For the financial year end standalone revenues of c. \$524 MM. Since FY15, with Schneider Electric's expectations based on the macro the impact on the capital intensive in oil prices. The trading environment has manifested in some delays in order intake and start-up of awarded contracts associated with increased cycle time on capital investments, from customers most management expects this trading environment to continue through FY16. Historically, revenue tends to peak in Q3 and Q4 trading performance representing approx significant portion of revenues are typically weighted toward the end of the quarter primarily in the licence revenue stream. ended 31 March 2015 (FY15), Schneider Software reported Schneider Software has traded in line 's macro-economic environment and industries that it serves, associated with the decline up sensitive to the oil price. Schneider of the financial year ending March approximately 42% to 49% of total FY revenues. A economic Schneider Software March with first half imately Schneider

5 Selected unaudited Financial Information on Schneider Software

Income statement	\$ MM	\$ MM	\$ MM
USD	FY13	FY14	FY15
Revenue	468	520	524
Cost of sales	(172)	(188)	(189)
Gross profit	296	332	335
Research & development	(58)	(73)	(73)
Selling, general & administrative expenses	(136)	(141)	(152)
EBITA adjusted	102	118	110
Other operating income & expenses	(2)	(10)	(6)
Restructuring costs	(2)	-	-
EBITA	98	108	103
Amortisation & impairment of purchase accounting intangibles	(4)	(13)	(43)
Operating income	94	96	60

The basis of preparation of the following unaudited financial information on Software is set out below. ion

• Schneider Software revenues have increased from \$468 MM to \$524 MM over FY13-15, i.e. a 6% CAGR, driven by:
• o Organic growth of c. 5%:
• 18% growth of of licenses 15, maintenance, 3.1% growth of services and 0.5% growth
• 7.1% growth of North America, 9.6% of LatAm, 3.5% for Europe and 4.3% contraction of APAC
• o Consolidation of InStep in FY15 (Instep has been consolidated from its 14 November 2014 acquisition d the period, compared with full year revenues of \$13.4 MM) date and made a \$5.6 MM revenue contribution in

Cash Flow Statement	\$ MM	\$ MM	\$ MM
USD	FY13	FY14	FY15
Cash flow from operating activities	66	110	76
Cash flows from investing activities	(2)	11	(5)
Change in group loan funding	(62)	(118)	(73)
Net financial income	-	-	1
Cash flows from financing activities	(62)	(117)	(72)
Impact of exch. rates on cash and cash equivalents	-	(1)	(5)
Net increase / (decrease) in cash and cash equivalents	3	3	(6)
Opening cash and cash equivalents	9	12	15
Closing cash and cash equivalents	12	15	9
Cash flow from operating activities incl. capital expenditure	63	102	69

Balance Sheet	\$ MM	\$ MM	\$ MM
USD	FY13	FY14	FY15
Goodwill	172	1 375	1 419
Intangible assets	42	329	298
Tangible assets and deferred tax assets	9	10	9
Non-current assets	223	1 714	1 726
Group funding, net	(15)	98	178
Cash and cash equivalents	12	15	9
Other current assets	119	1 130	150
Current assets	116	243	337
Total assets	339	1 957	2 063
Invested equity	153	1 625	1 745
Other comprehensive income	(2)	-	1
Total invested equity	151	1 625	1 746
Provisions	3	1	4
Pension liabilities	5	5	5
Deferred tax liabilities	6	137	124
Non-current liabilities	15	143	133
Current liabilities	173	190	184
Total liabilities	339	1 957	2 063

Basis of Preparation

The unaudited selected financial information on Software Financial Information") set out above has been prepared from i) the audited financial statements prepared under IFRS of the software business of ("Schneider Software") for the financial years ended 31 March 2013, 2014 and 2015, which include the results of the Invensys Software business ("Invensys Software") from its date of acquisition by Schneider Electric statements prepared under IFRS of the software business of Invensys Software for the financial years ended 31 March 2013 and 2014. Schneider Software (the " in January 2014; and ii) the audited financial "Schneider Schneider

The Schneider Software Financial Information presents over the three year period the financial results of Schneider prior to its acquisition by Schneider Electric EBITA contribution of Invensys Software was \$416.1 MM and \$103.0 MM respectively for the year ended 31 March 2013, and \$ ended 31 March 2014. No adjustment has been made to reflect the full period impact of other less material acquisitions made by during the three year period. atements Schneider Software aggregated with the results of Invensys Software Electric. The pre-acquisition revenue and Adjusted \$358.8 MM and \$78.0 MM respectively for the year Schneider Software or Invensys Software gregated acquisition 358.8 Electric group on a

Certain other adjustments have been made to reflect the standalone performance of Schneider Software operating independently of the wider basis consistent with the transaction currently envisaged. These adjustments principally relate to i) including adjustments to reflect the financial impact of running the business on a standalone basis; ii) reversing the impact of capitalising research and development expenditure in certain (nonconsistency with the capitalisation practice of both Invensys Software and iii) other various adjustments mainly composed of the exclusion of one reporting entity not proposed to be included in the transaction. The aggregate impact adjustments on the revenues and financial years ended 31 March 2013, 2014 and 2015 was a revenue increase of \$5.9 MM, \$9.7 MM, and \$5.9 MM respectively, and an Adjusted EBITA decrease of \$16.0 MM, \$13.8 MM, and \$14.8 MM respectively. .Schneider Electric -Invensys) entities of Schneider Software, to be Adjusted EBITA of Schneider Software for the three better reflect AVEVA; and of these

Therefore Schneider Software Financial Information is not intended to present IFRS compliant financial statements.

Adjusted EBITA correspond to operating income before amortisation of purchase accounting intangible assets, restructuring costs, share operating income and expenses. ets, share-based payment and other

Schneider Software entities are a combination of legal entities in certain countries and the software portion of other legal entities that also include non businesses. The software portion of these legal entities has been carved included in the financial information as described in this basis of preparation. based non-software related carved-out and

Assets and liabilities of software entities acquired by parties during the periods presented have been reflected as transfers of business under common control recorded through equity at their carrying values (including goodwill) resulting from the purchase accounting of such entities in the consolidated financ statements of Schneider Electric Schneider Software's assets and liabilities Schneider Electric as of the dates such transfers occurred. between the financial years ended 31 March Electric from unrelated financial occurred. The increase in

2013 and 31 March 2014 can be liabilities of Invensys Software following the completion of the acquisition of Invensys plc by Schneider Electric on January 1 mainly attributed to the consolidation of the 17, 2014. the assets and

Assets and liabilities of Invensys Software have been reflected as a transfer of business under control from Schneider (including goodwill) resulting from the purchase accounting of Invensys Softwar Schneider Electric. As a consequence, this acquisition is a non Schneider Software and its impact on cash of Invensys Software at the time of the acquisition for \$11.4 MM. Electric recorded through equity at their carrying values . non-cash transaction for Schneider Software cash flow is limited to the net Software by cash out Schneider Software

Assets and liabilities of software operations carved non-software operations have funding (expressed as "Group funding, net" in the Balance Sheet) at their estimated carrying values in the consolidated financial statements of carved-out from legal entities with other software have been initially recorded through Schneider expressed alues Schneider Electric Electric.

For defined benefit pension plans, the assets and obligations have been included in the Schneider Software Financial Information to the extent that Invensys Software is expected to be responsible for fulfilling these defined benefit pension obligations.

Cash management is performed at a global level by position and financing costs of Financial Information may not be indicative of the financial position, results of operations and cash flows that would have been presented if standalone entity. esponsible Schneider Electric Schneider Software included in the Schneider tion Schneider Software had been a Electric. The financing Schneider Software

Current income tax has been determined based on the pre Software on a standalone basis without taking into account net operating losses within the wider Invensys or Schneider owed directly to tax jurisdictions, is deemed to have been settled by or to Electric or Invensys as a transfer from or to year the related income taxes were recorded. pre-tax profits of oftware Schneider Electric group. Current income tax, other than taxes Schneider Electric or Invensys equity in the tax Schneider Schneider

Schneider Software has not in the past formed a separate legal group, and therefore it is not meaningful to reflect any share capital for invested equity represents the sum of cumulative net capital invested by Electric, accumulated earnings of comprehensive income. y Schneider Software. Schneider , Schneider Software and other elements of Schneider Software's Schneider

Schneider Software Financial Information has been prepared on the assumption that Schneider Software is a going concern, meaning it will continue its operations in the foreseeable future and will be able to realise assets and discharge liabilities in the normal course of its operations. are

Schneider Software Financial Information is presented in US Dollars (\$).

Differences Between AVEVA AVEVA and Schneider Software Accounting ccounting Policies

To date, no significant differences between policies applied in the preparation and presentation of their respective financial information for each of the Financial Years ended 31 March 2013, 31 March 2014 and 31 March 2015 have been identified, save potentially in respect of the non Schneider Software and AVEVA AVEVA's accounting non-maintenance

element of certain term licences, which certain criteria are met, rather than spread over the term of the licence. AVEVA's practice is to recognise up 's up-front if

Operating Segment Information nformation

1. Operating and reportable segment:

The business of Schneider Information has not been operated as an integrated business under the responsibility of a software dedicated chief operating decision maker in charge of all software operations within Schneider Electric over the periods presented nor were discrete reporting data available for this business within Schneider Software reflected in the Schneider Software Financial Schneider Electric.

As a consequence, for the periods presented segments identifiable under IFRS Schneider Software had no reporting IFRS 8 – Operating Segments.

2. Revenue by revenue stream

Schneider Software does not have any external customer representing more than 10% of its revenue as at March 31, 2015 and March 31, 2014.

Breakdown of revenue by revenue stream is as follows:

Revenue by Revenue Stream	\$ MM	\$ MM	\$ MM
USD	FY13	FY14	FY15
Software maintenance	107	126	152
Software licenses	237	247	239
Engineering services	124	147	133
Total revenues	468	520	524

3. Revenue by geography

Revenue from external clients (based on domicile of customers) is as follows:

Revenue USD	by	Geography	\$ MM FY13	\$ MM FY14	\$ MM FY15
North America			177	200	209
Europe Middle East Africa			141	152	152
Asia Pacific			107	109	98
Latin America			34	35	40
Rest of world			9	24	25
Total revenues			468	520	524

Operating expenses

Other operating income and expenses are detailed as follows:

Other Operating Expenses	\$ MM	\$ MM	\$ MM FY15
USD	FY13	FY14
Transition costs	(1)	(2)	(2)
Share-based payment	(0)	(2)	(1)
Acquisition costs	(1)	(5)	(3)
Other	0	-	(0)
Other operating income and expenses	(2)	(10)	(6)

Transition costs mainly related to the acquisition of Invensys by Schneider Schneider Software.

Related party disclosures

The Schneider Software Financial Information includes transactions with Invensys and Schneider Electric's non-Software subsidiaries. No material transactions took place between Invensys Software and Software Schneider Electric.

Related Party Disclosures USD	\$ MM FY13	\$ MM FY14	\$ MM FY15
Income: Revenue	47	54	45
Balance sheet items: Amounts receivable from related parties	(15)	98	178

Receivables from related parties reflect mainly the cash which is centralised at Electric level according to the cash pooling scheme and trade receivables and payables resulting from transactions with Invensys affiliates. Schneider

Footnotes

Footnote A: Lists of the top mining, pharmaceutical, food and beverage, and chemical companies have been determ period to their last reported financial year end, while the list of the top petroleum companies has been determined using the companies' working interest production over the same period. determined using the companies' revenues over the 12 month ined