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Aviva PLC

Proxy Solicitation & Information Statement Mar 28, 2024

4708_agm-r_2024-03-28_bd76ca2a-ac01-4669-8a97-8a7b5dd1feca.pdf

Proxy Solicitation & Information Statement

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AGM Attendance card

If you have any questions, please contact our Registrar, Computershare Investor Services PLC (Computershare):

By telephone: 0371 495 0105

We are open Monday to Friday, 8.30am to 5.30pm UK time, excluding public holidays. Please call +44 117 378 8361 if calling from outside the UK.

By email: [email protected]

www.computershare.co.uk/contactus

Online:

In writing: Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol BS99 6ZZ, United Kingdom

2024 Annual General Meeting

Aviva's Annual General Meeting (AGM) will be held on Thursday, 2 May 2024 at 10:30am at York Racecourse, Knavesmire Road, York YO23 1EX (York Racecourse), with facilities to attend electronically. Further information and a map showing the location of the AGM is on the reverse of this card. Please bring this card with you as evidence of your right to attend.

If you wish to appoint a proxy, you need to submit a valid proxy appointment by 10:30am on Tuesday, 30 April 2024. You can appoint a proxy using the attached Form of Proxy, online or via the CREST system or Proxymity platform, as outlined in notes 1 to 4 of the Form of Proxy. If you appoint a proxy other than the Chair of the AGM to attend the physical meeting at York Racecourse, please also tick this box and give this card to your proxy. ☐

They should take this card with them as evidence of their right to attend and state at registration that they are attending as your proxy.

Form of Proxy 2024 Annual General Meeting (AGM) You may submit your proxy instruction online at www.investorcentre.co.uk/eproxy using the following reference numbers (see note 1). Proxy Control Number: 918968 Shareholder Reference Number: Personal Identification Number: Alternatively, if you want to use this Form of Proxy, please indicate against each resolution opposite, with a cross or other mark, how you wish your votes to be cast. Before completing this Form of Proxy, please read the notes provided in the Notice of AGM and the guidance notes overleaf. I/We appoint the Chair of the AGM or (see note 7) (see note 8) as my/our proxy, to exercise all or any of my/ our rights to attend, speak and vote on my/our behalf at the AGM of Aviva plc (Aviva) to be held on Thursday, 2 May 2024 at 10:30am and at any adjournment thereof, in accordance with the instructions given opposite. Tick this box if this Form of Proxy is one of multiple instructions being given (see note 8). Tick this box if it is your intention to attend the AGM. MR A SAMPLE MR A SAMPLE MR A SAMPLE MR A SAMPLE MR A SAMPLE Resolution For Against Vote withheld Resolution For Against Vote withheld 1. Annual Report and Accounts 17. To re-elect Michael Mire 2. Directors' Remuneration Report 18. Appointment of the Auditor 3. Directors' Remuneration Policy 19. Remuneration of the Auditor 4. Climate-related Financial Disclosures 20. Political donations 21. Ordinary share allotments 5. To declare a final dividend 22. Ordinary share allotments - SII 6. To elect Ian Clark 23. Disapplication of pre-emption 7. To re-elect George Culmer rights* 8. To re-elect Amanda Blanc 24. Disapplication of pre-emption rights - SII* 9. To re-elect Charlotte Jones 25. Purchase of own ordinary shares* 10. To re-elect Andrea Blance 11. To re-elect Mike Craston 26. Purchase of own 8¾% pref shares* 12. To re-elect Patrick Flynn 27. Purchase of own 8⅜% pref shares* 13. To re-elect Shonaid Jemmett-Page 28. 14 days' notice for general meetings* 14. To re-elect Mohit Joshi 29. New articles of association* 15. To re-elect Pippa Lambert 16. To re-elect Jim McConville *special resolutions Please enter your email address below to register to receive emails instead of hard copy shareholder communications (see note 12): Signed Dated Please tick this box if signing on behalf of a member under a power of attorney or other authority (see note 10). EXT2070

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Notice of availability of documents on Aviva's website:

The following documents have either been enclosed or are available to shareholders at www.aviva.com/agm.

  • 2024 Notice of AGM: the Notice of AGM contains full details of the resolutions to be proposed at the AGM to be held at 10:30am on Thursday, 2 May 2024 at York Racecourse, with facilities to attend electronically, and should be read before taking any decisions.
  • Annual Report and Accounts: you can find information on Aviva's performance during 2023 from our online Annual Report and Accounts for the year ended 31 December 2023.

Further information for shareholders can be found in our March Shareholder Update at www.aviva.com/update-march-2024.

The presentations and formal business of the meeting will be available to view on Aviva's website at www.aviva.com/agm after the AGM.

Most computers will open PDF documents automatically, but you may need to download Adobe Reader in order to view documents on the Aviva website. If you would like a printed copy of the 2023 Annual Report and Accounts, or the 2024 Notice of AGM, please contact Computershare using the details overleaf.

Annual General Meeting – useful notes:

  • Registration commences at York Racecourse for shareholders attending physically at 9am.
  • For your personal safety and security, the bags of everyone attending the AGM will be checked. We recommend that you arrive in time to allow for this procedure. Shareholders are asked not to bring large bags to the meeting.
  • Cameras, recording equipment and other items that may interfere with the good order of the AGM will not be permitted in the Voltigeur Suite. You will be requested to turn off mobile telephones and other portable electronic devices.
  • There will be facilities for shareholders who are in a wheelchair. Anyone accompanying a shareholder in need of assistance will be admitted to the meeting as a guest of that shareholder.
  • An induction loop and a speech-to-text transcription will be available for people who are deaf or have a hearing impairment.
  • Shareholders planning to attend electronically can do so by accessing the AGM website, https://web.lumiagm.com/178-239-734 on the day of the meeting from 9am. To access the meeting you will need to enter the Shareholder Reference Number and Personal Identification Number provided overleaf. Please refer to the Notice of AGM where you will find full details of the electronic attendance arrangements, including how to vote online and ask questions during the meeting using the Lumi system. If you appoint a proxy to attend electronically, please contact Computershare to obtain log in details.

York Racecourse:

  • York Racecourse is located within a mile of the A64, one of York's main trunk roads. From the A64 follow the A1036 (Tadcaster Road) north towards York City Centre and then along Knavesmire Road.
  • A shuttle service will be available from York Railway Station every 30 minutes from 9am.
  • There is ample free parking on Racecourse Road, and designated disabled car parks on Knavesmire Road adjacent to the County Stand Enclosure, as well as off Bishopthorpe Road, adjacent to the old factory.

Your personal data:

The privacy and security of your personal data is taken very seriously and at all times Aviva and Computershare will comply with the prevailing laws and regulations governing confidentiality, data protection and security of information. For more information on how your personal data is processed and your privacy rights, a privacy notice is available at www.aviva.com/ shareholder-privacy.

Aviva plc

80 Fenchurch Street London, EC3M 4AE +44 (0)20 7283 2000 www.aviva.com Registered in England and Wales Company No. 2468686

Guidance note on completing the Form of Proxy

    1. Vote online you can appoint a proxy and register your voting instructions online by visiting www.investorcentre.co.uk/eproxy. For quick access to the website, please scan the Quick Response code above with your smartphone and you will automatically be directed to the mobile site. You will require your Proxy Control Number, Shareholder Reference Number and Personal Identification Number, each of which can be found on your Form of Proxy overleaf. Please note that neither Aviva nor Computershare can accept any electronic communication that is found to contain a computer virus.
    1. Vote by post you can appoint a proxy and register your voting instructions by returning your completed Form of Proxy to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY. A pre-paid envelope, which will not require a stamp if posted in the UK, has been provided for your convenience.
    1. Vote via CREST or Proxymity Voting you can appoint a proxy via the CREST system with Computershare (ID 3RA50) or the Proxymity platform. The time of receipt will be taken to be the time from which Computershare is able to retrieve the message. Full details of how to submit instructions can be found in the Notice of AGM.
    1. Whether you register your proxy appointment online, by post or via CREST or Proxymity Voting, your proxy appointment must be received no later than 10:30am Tuesday, 30 April 2024.
    1. The 'Vote withheld' option is provided to enable you to abstain on any particular resolution. However, a 'Vote withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' or 'Against' a resolution.
    1. Entitlement to attend and vote and the number of votes which may be cast at the AGM will be determined by reference to Aviva's Register of Members at 5pm on Tuesday, 30 April 2024.
    1. You are entitled to appoint one or more proxies of your choice to attend, speak and vote on your behalf at the AGM. To appoint someone other than the Chair of the AGM, please cross out 'the Chair of the AGM' and insert the name of your proxy in the space provided. Your proxy does not need to be a shareholder, but must attend the AGM in person or electronically. Please indicate how you wish your proxy to vote by placing a cross or other mark in the appropriate boxes. Your proxy must vote in the way that you indicate. Please note that if you do not give an instruction, your proxy may vote or abstain as they wish on any resolution.

Your proxy may also vote as they wish on any other business which may properly come before the AGM, including any motion to amend a resolution or to adjourn the meeting.

    1. You may appoint more than one proxy, provided that each proxy is appointed to exercise rights attached to different shares. To do this you may obtain additional Forms of Proxy from Computershare, using the contact details provided overleaf, or you may copy this form. Please indicate in the box below the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or, if this Form of Proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement of that designated account). Please also indicate, by ticking the box provided, if the proxy instruction is one of multiple instructions being given. Please sign all Forms of Proxy and return them together in the same enclosed pre-paid envelope.
    1. The return of a completed Form of Proxy will not prevent you from attending the AGM physically at York Racecourse or electronically, and voting at the meeting.
  • 10.Please ensure that you sign the Form of Proxy and initial any alterations. If someone other than you signs the Form of Proxy, it must be returned with either a letter of authority, power of attorney or a certified copy of the power of attorney authorising them to sign on your behalf. If the shareholder is a corporation, the Form of Proxy must be signed either under seal or under the hand of a duly authorised officer or attorney of that company, stating their capacity. If the shareholding is held jointly, the signature of any one holder is sufficient.
    1. If your shareholding is held jointly, the instruction of the shareholder whose name appears first on Aviva's Register of Members will be accepted to the exclusion of any votes from the other joint holders.
    1. You can elect to receive an email notification when shareholder communications are available to view on the Aviva website instead of receiving hard copy shareholder communications. Simply provide your email address in the box overleaf and return the duly completed Form of Proxy to Computershare or visit www.investorcentre.co.uk to register online. By entering your email address and completing and returning this form, you are accepting the terms and conditions of the Computershare Investor Centre service. The terms and conditions can be found at www.aviva.com/online.
    1. If the address printed overleaf is incorrect, please contact Computershare using the contact details overleaf.

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