Disclosure under section 430(2B) Companies Act 2006

7 April 2020

Mr Crump stood down from the Board at the Annual General Meeting on 25 February 2020 and retired from his role as President on 31 March 2020.

The appendix to this announcement sets out information on Mr Crump’s departure required to be disclosed pursuant to section 430(2B) of the Companies Act 2006.

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Appendix

The following information is provided pursuant to section 430(2B) of the Companies Act 2006. The financial terms below have been agreed with Mr Crump in connection with his announced departure and are in line with Sage’s Remuneration Policy which was approved by the shareholders at the 2019 AGM.

The following arrangements will apply in respect of Mr Crump’s departure:

• Mr Crump’s termination date was 31 March 2020. Following this date, Sage Software Inc. (the “Company”) will continue to pay Mr Crump a sum equal to his monthly base salary for a period of six months. These payments will be made in biweekly instalments and will be subject to deductions for mitigation.
• Provided that Mr Crump meets certain eligibility requirements under US law, the Company will pay Mr Crump a lump sum equal to six months of Company contributions under the Company’s health plan.
• The Company will pay the professional adviser costs incurred by Mr Crump in connection with statutory tax filings for the tax years in which he has tax liabilities on Company-related income.These costs will only be covered by the Company to the extent that they relate to Company-related tax liabilities. Additionally, the Company will continue to tax-equalise that portion of Mr Crump’s Company-related remuneration that becomes subject to UK tax for days on which he attended to Company matters from the Company’s UK offices.
• The Company will make a contribution of up to a maximum of USD10,000 (plus taxes) towards Mr Crump's legal fees incurred in connection with the arrangements relating to his departure.

Other terms agreed with Mr Crump, which were the subject of careful consideration by the Remuneration Committee, are as follows:

• Mr Crump will remain eligible to receive a bonus in respect of the 2020 financial year, subject to the Remuneration Committee’s determination as to the achievement of any applicable financial and personal performance conditions. Any bonus awarded to Mr Crump will be pro-rated by reference to the period of the bonus year which had elapsed by 31 March 2020 and will be paid in cash.
• Mr Crump will be treated as a good leaver in respect of his existing awards under Sage’s Performance Share Plan (PSP) and Deferred Share Bonus Plan (DSBP). He will be eligible to receive a pro-rated proportion of the PSP awards granted during the 2018 and 2019 financial years that remained unvested as at 31 March 2020. Mr Crump’s PSP award granted in December 2019 will lapse given the short period between its grant and his departure. The PSP awards will be based on the number of days that Mr Crump was employed by the Company during the relevant performance period. The DSBP award will not be subject to time pro-rating. The awards will vest on their normal vesting dates subject to the PSP and DSBP plan rules and compliance with certain post-termination covenants.

Information on the vesting of the PSP and DSBP awards will be disclosed in the relevant directors’ remuneration reports following vesting.  Any awards which are currently subject to malus and clawback provisions set out in the relevant plan rules and the post-employment shareholding requirement set out in the 2019 Directors’ Remuneration Report will continue to be subject to such provisions.

The table below sets out the relevant number of shares under each of Mr Crump’s PSP and DSBP awards, along with date of grant and date of vesting.  In the case of the PSP, vesting (and therefore future value) is subject to the achievement of applicable stretching performance conditions. The DSBP awards relate to deferred bonuses already earned for previous performance years.