Appointment of Group Chief Financial Officer

4 December 2018 — The Sage Group plc (Sage) announces today the appointment of Jonathan Howell to the role of Chief Financial Officer (CFO) with effect from 10 December 2018.

Jonathan brings significant experience as a public company CFO, having most recently been Group Finance Director of Close Brothers Group plc for ten years, and prior to this, CFO of the London Stock Exchange Group plc. In addition, he has been a non-executive director and Chairman of the Audit and Risk Committee at Sage since 2013.

Steve Hare, Chief Executive Officer, said: “I am delighted that Jonathan has agreed to become CFO. He brings both considerable experience as a public company CFO as well as a strong understanding of the business. This, combined with our shared belief in the vision to become a great SaaS business for customers and colleagues alike makes him a great addition to the executive team.”

Jonathan Howell said: “I am excited to be joining Sage as CFO at this time in the group’s continued transition to a SaaS business and I look forward to supporting the team as we sharpen the focus on customers, colleagues and innovation.”

Jonathan has stepped down as Chairman of the Audit and Risk Committee and will cease to be a non-executive director on commencement of his executive role. The Board has initiated a process to appoint a new independent non-executive director and Chairman of the Audit and Risk Committee. Until such appointment is made, Neil Berkett will assume the role of Chairman of the Audit and Risk Committee. Neil has served as an independent non-executive director of Sage since 2013 and is an existing member of the Audit and Risk Committee.

The person responsible for making this announcement on behalf of the Group is Vicki Bradin (Company Secretary).

There are no matters which require additional disclosure under LR 9.6.13R.

Enquiries:

The Sage Group plc : + 44(0) 191 294 3457
Lauren Wholley, Investor Relations
Amy Lawson, Corporate PR
FTI Consulting : + 44(0) 20 3727 1000
Charles Palmer

Notes to Editors:

• Jonathan Howell joined Sage in May 2013 as an independent non-executive director and became Chairman of the Audit and Risk Committee in November 2013.
• Jonathan recently left the role of Group Finance Director of Close Brothers Group plc, after ten years, to pursue the next stage of his career, having joined in February 2008.
• Prior to that role, Jonathan was Group Finance Director at the London Stock Exchange Group plc from 1999. The early part of his career was at Price Waterhouse where he qualified as a chartered accountant.

Remuneration:

On appointment, Jonathan Howell will receive a basic annual salary of £535,000 and a pension contribution of 10% of salary.

He will also receive bonus and long-term incentives on the normal cycle, and all other benefits, in accordance with the current directors' remuneration policy.

The quantum of his variable pay awards may be adjusted, as appropriate, following approval of the directors' remuneration policy at the Company's annual general meeting in 2019. Further information in relation to the proposed FY19 directors' remuneration policy will be set out in the Company's FY18 Annual Report and Accounts which are due to be published in December 2018.

Jonathan is a participant in the share option plans of Close Brothers Group plc (the CB Share Plans). His appointment as Chief Financial Officer of Sage will mean forfeiture of certain awards under those plans and Sage has agreed to compensate Jonathan for the value that has been lost by making replacement awards over shares in Sage shortly after his appointment. The maximum and current expected cost of the compensation is set out below.

• Figures calculated by reference to the closing price of a share in Close Brothers Group plc (a CB Share) as at 27 November 2018. The actual values of the buyout award will be calculated with reference to mid-market price of a CB Share on the day prior to the grant and converted into a Sage share using the mid-market price of a Sage share on the same date. 
• The replacement awards will only vest to the extent that the forfeited CB Shares would have vested based on an application of the performance conditions under the rules of the CB Share Plans at the end of the relevant performance period.  Part of the awards would be subject a two year holding period pursuant to the rules of the CB Share Plans.