Proxy Solicitation & Information Statement • Mar 11, 2025
Proxy Solicitation & Information Statement
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If you have any questions, please contact our Registrar, Computershare Investor Services PLC (Computershare):

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:

www.computershare.co.uk/contactus
Online:
Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol BS99 6AH, United Kingdom
Shareholder Reference Number:
Personal Identification Number:
General Accident's Advisory Vote Meeting will be held on 15 April 2025 at 9am at Events @ No 6, 6 Alie Street, London E1 8QT (Events @ No 6), with facilities to attend electronically.
General Accident's General Meeting will be held on 15 April 2025 at 10am at Events @ No 6, with facilities to attend electronically.
Further information and a map showing the location of the Advisory Vote Meeting and the General Meeting is on the reverse of this card. Please bring this card with you as evidence of your right to attend these meetings.
If you wish to appoint a proxy, you need to submit a valid proxy appointment by 10am on Friday, 11 April 2025. You can appoint a proxy using the Preference Shareholder Form of Proxy or via the Proxymity platform, as outlined in notes 1 to 3 of the Preference Shareholder Form of Proxy. If you appoint a proxy other than the Chair to attend the physical meetings at Events @ No 6, 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.
You should note that you will not be eligible to receive the Voting Fee if you attend the Meetings.
The privacy and security of your personal data is taken very seriously and at all times General Accident 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.
www.aviva.com
Registered in Scotland Company No. SC119505

There are three options to participate in the Tender Offer and/or the Advisory Vote Meeting and General Meeting via proxy: Option 1, Option 2, and Option 3. You can only select one option for each Preference Share held, but if you hold more than one Preference Share, you may choose different options for your Preference Shares (see note 7).
If you participate in the Meetings by selecting Option 1 or Option 2, you will be eligible to receive a Voting Fee. You will not be eligible to receive the Voting Fee if you participate in the Meetings by any other means.
Tick this box if this Preference Shareholder Form of Proxy is one of multiple instructions being given (see note 7)
Tick this box if it is your intention to attend the Advisory Vote Meeting and/or the General Meeting
| SELECT ONE OF THE OPTIONS BELOW BY TICKING THE RELEVANT BOX If you select more than one option for the same Preference Share(s), only your first option will be accepted (working through the options in numerical order). Option 1 will be deemed to be your selection if the relevant box for Option 1 has been ticked, otherwise Option 2 will be deemed to be your selection if the box for Option 2 has been ticked. If you have selected Option 2 or Option 3A and you have voted differently on the Advisory Vote Resolution and the Cancellation Resolution, how you voted on the Advisory Vote Resolution will be deemed to be how you voted on the Cancellation Resolution. |
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| OPTION 1 – TENDER INSTRUCTION | |||||||||||
| OPTION 1 | TENDER all or part of your Preference Shares AND appoint the CHAIR as PROXY to VOTE FOR the Advisory Vote Resolution and the Cancellation Resolution |
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| IMPORTANT NOTE 1: For an election under Option 1 to be valid, you must also complete and return the Tender Form attached at Annex A to Computershare by 1pm on 18 March 2025 (if you are an Institutional Investor, as defined in the Tender Offer Memorandum) or by 1pm on 8 April 2025 (if you are a Retail Investor, as defined in the Tender Offer Memorandum). IMPORTANT NOTE 2: For an election under Option 1 to be valid remember to return your share certificate(s) in respect of the number of Preference Shares tendered above. If you cannot locate such certificate(s), you must return a completed and signed Letter of Indemnity to Computershare (obtainable from Computershare upon request). |
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| OPTION 2 – VOTING ONLY INSTRUCTION (WITHOUT PARTICIPATING IN THE TENDER) | |||||||||||
| OPTION 2 | Appoint the CHAIR as PROXY to VOTE IN ACCORDANCE WITH YOUR INSTRUCTIONS on the Advisory Vote Resolution and the Cancellation Resolution, without tendering the Preference Shares |
Please insert in the box below the number of Preference Shares in relation to which the Chair (as your proxy) is authorised to act. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (see note 7). |
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| FOR | AGAINST | Advisory Vote Resolution: THAT the Preference Shareholders are in support of the Cancellation Resolution. | |||||||||
| FOR | extinguishing and repaying all the Preference Shares. AGAINST |
Cancellation Resolution: THAT the share capital of General Accident be reduced by cancelling, | |||||||||
| OPTION 3A | tendering the Preference Shares | IMPORTANT NOTE: If you select Option 3A or Option 3B, you shall not be entitled to receive a Voting Fee (A) Appoint a DIFFERENT PROXY (other than the Chair) to attend the Advisory Vote Meeting and the General Meeting to VOTE IN ACCORDANCE WITH YOUR INSTRUCTIONS on the Advisory Vote Resolution and the Cancellation Resolution, without |
OPTION 3 – VOTING ONLY INSTRUCTION (WITHOUT PARTICIPATING IN THE TENDER) I/We appoint (see note 7) as my/our proxy, to exercise all or any of my/ our rights to attend, speak and vote on my/our behalf at the Advisory Vote Meeting to be held at 9am on Tuesday, 15 April 2025 and the General Meeting to be held at 10am on Tuesday, 15 April 2025 (and at any adjournment(s) thereof), in accordance with the instructions given below. Please indicate in the box below the number of Preference Shares in relation to which your proxy is authorised to act. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (see note 7). |
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| FOR repaying all the Preference Shares. |
AGAINST | Advisory Vote Resolution: THAT the Preference Shareholders are in support of the Cancellation Resolution. WITHHELD Cancellation Resolution: THAT the share capital of General Accident be reduced by cancelling, extinguishing and |
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| FOR | AGAINST (B) Appoint the CHAIR as PROXY to WITHHOLD its vote in |
WITHHELD Please indicate in the box below the number of Preference |
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| OPTION 3B | respect of the Advisory Vote Resolution and the Cancellation Resolution, without tendering the Preference Shares |
Shares in relation to which the Chair (as your proxy) is authorised to act. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (see note 7). |
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| Signed | Dated | ||||||||||
| Please tick this box if signing on behalf of a member under a power of attorney or other authority (see note 9). | |||||||||||
| EXT2603 | GAC | PR4 |
Preference Share and you would like to choose different options for your Preference Shares, please populate the relevant box on the Preference Shareholder Form of Proxy (and, if relevant, on the Tender Form) to specify the number of shares you wish to vote on for each option (though please note it is not possible to select different options in respect of the same Preference Share(s)). If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or, if this Preference Shareholder 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 on the front of the Preference Shareholder Form of Proxy, if the proxy instruction is one of multiple instructions being given. Please sign all Preference Shareholder Forms of Proxy and return them together in the same enclosed pre-paid envelope.
To be completed if you have elected Option 1 and wish to tender your Preference Shares and appoint the Chair to vote in favour of the Advisory Vote Resolution and Cancellation Resolution
Before completing the Tender Form, please read the additional notes regarding completion of the Tender Form.
If you have any queries regarding the completion of this form, please contact Computershare Investor Services PLC on 0371 495 0105 (or +44 117 378 8361 if calling from outside of the UK) between 8.30am and 5.30pm (UK time) excluding public holidays.
To accept the Tender Offer, insert in Box 2 the number of Preference Shares in respect of which you wish to accept the Tender Offer. You must also sign Box 3 in accordance with the instructions set out below, which will constitute your acceptance of the Tender Offer.
If no number or a number greater than your registered holding of Preference Shares is written in Box 2 and you have signed Box 3, you will be deemed to have accepted the Tender Offer in respect of your entire registered holding of Preference Shares.
To accept the Tender Offer you must sign Box 3 and, in case of a joint holding, arrange for ALL joint holders to do likewise. All registered holders, including joint holders, who are individuals must sign Box 3 in the presence of a witness who must also sign Box 3 where indicated. If these instructions are not followed, this Tender Form will be invalid. The witness must be over 18 years of age and should not be another joint holder signing the Tender Form. The same witness may witness the signature of each joint holder. The witness should also print their name where indicated.
A company must execute this Tender Form under its common seal, the seal being affixed and witnessed in accordance with its articles of association or other regulations. Alternatively, a company to which section 44 of the Companies Act 2006 applies may execute this Tender Form by: (i) a director and the company secretary;
or (ii) by two directors of the company; or (iii) by a director of the company in the presence of a witness who attests the signature, in each case signing the Tender Form and inserting the name of the company above their signatures. Each such person signing this Tender Form for a company should state the office which he/she holds. A body corporate incorporated outside the UK may execute this Tender Form of acceptance in accordance with the laws of the territory in which it is incorporated provided that execution is expressed to be by the company.
If the Tender Form is not signed by the registered holder(s), insert the name(s) and capacity (e.g. attorney or executor(s)) of the person(s) signing the Tender Form in the presence of a witness who must also sign Box 3 where indicated. Evidence of authority to sign must be delivered in accordance with the additional notes on page 9.
This Tender Form is subject to the offer and distribution restrictions set out in the section entitled "Offer and Distribution Restrictions" in the Tender Offer Memorandum.
This Tender Form shall, when executed, take effect as a deed.
If you are unable to give the warranties and representations required by Part A of Annex 1 to the Tender Offer Memorandum, you must put "NO" in box 4. If you do not put "NO" in Box 4 you will be deemed to have given such warranties and representations.
If you are in any doubt as to the action you should take, please consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser immediately.
Complete Box 5 if you wish the consideration and/or other documents to be sent to someone other than the sole or first-named registered holder at the address set out in Box 1 (e.g. your bank manager or stock broker).
Note: This form is issued only to the addressee(s) and is specific to the class of security and the unique designated account printed hereon.
This personalised form is not transferable between different (i) account holders; (ii) classes of security; or (iii) uniquely designated accounts.
General Accident and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.
ONLY COMPLETE THIS FORM IF YOU WISH TO TENDER ANY/ALL OF YOUR PREFERENCE SHARES
IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, PLEASE CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER IMMEDIATELY.
THE ATTENTION OF SHAREHOLDERS WHO ARE RESIDENT IN, OR CITIZENS, NATIONALS OR RESIDENTS OF, TERRITORIES OUTSIDE THE UNITED KINGDOM IS DRAWN TO THE SECTION ENTITLED "OFFER AND DISTRIBUTION RESTRICTIONS" IN THE TENDER OFFER MEMORANDUM.
The provisions of the section entitled "Terms and Conditions of the Tender Offer" in the Tender Offer Memorandum is deemed to be incorporated in and form part of this Tender Form.
| 1 | Please tick this box if your address details in Box 1 have changed or are incomplete and update below in BLOCK capitals: |
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| Post Code | ||||||||||||
| For information purposes only: Number of General Accident Preference Shares held by you as at |
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| the close of business on 7 March 2025 | ||||||||||||
| Please enter here a daytime telephone number where you can be contacted in the event of any query arising from completion of this Tender Form. |
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| Number of General Accident TO ACCEPT THE TENDER OFFER 2 Preference Shares for which you |
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| Complete Boxes 2, 3 and, if appropriate, Boxes 4 and/or 5 are accepting the Tender Offer. NOTE: If this box is left blank, you will be deemed to have accepted the Tender Offer in respect of your entire registered holding of Preference Shares |
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| 3 | ALL PREFERENCE SHAREHOLDERS MUST SIGN HERE TO ACCEPT THE TENDER OFFER. ALL PREFERENCE SHAREHOLDERS SIGNATURE(S) MUST BE WITNESSED. |
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| Execution by individuals signed and delivered as a deed by: Signature(s) of Shareholder(s) Name of Witness Signature of Witness |
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| 1 | ||||||||||||
| 2 | ||||||||||||
| 3 | ||||||||||||
| 4 | ||||||||||||
| NOTE: In the case of joint holders, all must sign NOTE: The witness must be a person who is over 18 years of age who is not another joint holder and the same witness may witness on behalf of all or any registered holders |
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| Execution by a Company: The common seal was affixed/executed as a deed on behalf of the Company named above in the presence of: | ||||||||||||
| Affix | Signature | Name of Director | ||||||||||
| company | Name of *Director/ | |||||||||||
| seal here | Signature | Secretary/Witness | ||||||||||
| *Delete as appropriate | ||||||||||||
| 4 | RESTRICTED OVERSEAS PERSONS ONLY Only complete this box by inserting "NO" if you are UNABLE to give the representation and warranties required by Part A of Annex 1 of the Tender Offer Memorandum. |
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| 5 | ALTERNATIVE ADDRESS FOR DESPATCH OF CONSIDERATION If you want consideration to be sent to someone other than the person at the address in Box 1, you should complete Box 5 by inserting the address to which you want such consideration to be sent (subject to the restrictions set out in the section entitled "Offer and Distribution Restrictions" in the Tender Offer Memorandum). |
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| Name | ||||||||||||
| Address | ||||||||||||
| Postcode | ||||||||||||
| PLEASE REMEMBER TO SEND US YOUR VALID GENERAL ACCIDENT PREFERENCE SHARE CERTIFICATE(S). If you have lost your certificate(s) and have already applied for a Letter of Indemnity, place a cross × in this box |
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| EXT2603 | GAC | PR4 | Page 7 |
In order to avoid inconvenience and delay, the following points may assist you:
Send this Tender Form by the quickest means (e.g. airmail) to the holder (but in each case subject to the offer and distribution restrictions set out in the section entitled "Offer and Distribution Restrictions" in the Tender Offer Memorandum) for execution or, if they have executed a power of attorney, have this Tender Form signed by the attorney in the presence of a witness who must also sign this Tender Form. In the latter case, the original power of attorney (or a copy thereof duly certified in accordance with the Powers of Attorney Act 1971 by, for example, a solicitor) must be lodged with this Tender Form. No other signatures will be accepted.
If you have sold or transferred all of your Preference Shares, you should send the General Meeting Circular, Advisory Vote Circular and Tender Offer Memorandum (but not this Tender Form or reply paid envelope) at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee (but in each case subject to the offer and distribution restrictions set out in the section entitled "Offer and Distribution Restrictions" in the Tender Offer Memorandum). If you wish to sell or transfer part of your holding of Preference Shares and to accept the Tender Offer in respect of the balance but are unable to obtain the balance share certificate by 1pm on 18 March 2025 (if you are an Institutional Investor, as defined in the Tender Offer Memorandum) or by 1pm on 8 April 2025 (if you are a Retail Investor, as defined in the Tender Offer Memorandum), you should ensure that the stockbroker, bank or other agent through whom you make the sale or transfer obtains the appropriate endorsement or indication, signed on behalf of Computershare, in respect of the balance of your holding of Preference Shares.
A grant of probate or letters of administration must be obtained in respect of the relevant Preference Shares. If the grant of probate or letters of administration has/have been registered with Computershare, this Tender Form must be signed by the personal representative(s) of the deceased holder each in the presence of an independent witness who must also sign this Tender Form. This Tender Form should then be lodged with Computershare at The Pavilions, Bridgwater Road,
Bristol BS99 6AH, together with the relevant share certificate(s) and/or other document(s) of title. If the grant of probate or letters of administration has/have not been registered with Computershare, the personal representative(s) or the prospective personal representative(s) should sign this Tender Form and forward it to Computershare at The Pavilions, Bridgwater Road, Bristol, BS99 6AH, together with the relevant share certificate(s) and/or other document(s) of title. However, once obtained, the grant of probate or letters of administration must be lodged before the consideration due under the Tender Offer can be forwarded to the personal representative(s).
This Tender Form is valid if signed by the surviving holder(s) (each in the presence of an independent witness) and lodged with Computershare at The Pavilions, Bridgwater Road, Bristol, BS99 6AH, along with share certificate(s) and/or other document(s) of title and, in all cases, death certificate(s), and an office copy grant of probate or letters of administration of the deceased holder. These documents will be returned as directed.
Complete and execute this Tender Form and lodge it, together with a letter of explanation and any share certificate(s) and/or other document(s) of title which are available, with Computershare at The Pavilions, Bridgwater Road, Bristol, BS99 6AH. At the same time you should call Computershare on +44 (0) 371 495 0105 or write to Computershare, requesting a Letter of Indemnity for the lost share certificate(s) and/or other document(s) of title. When completed in accordance with the instructions given, you should return the Letter of Indemnity to Computershare at The Pavilions, Bridgwater Road, Bristol, BS99 6AH so as to arrive by no later than 1pm on 18 March 2025 (if you are an Institutional Investor, as defined in the Tender Offer Memorandum) or by 1pm on 8 April 2025 (if you are a Retail Investor, as defined in the Tender Offer Memorandum).
The completed Tender Form, together with any share certificate(s) and/or other document(s) of title, should be lodged with Computershare at either of the addresses set out on the cover page of this Tender Form, accompanied by the original power of attorney (or a copy thereof duly certified in accordance with the Powers of Attorney Act 1971 by, for example, a solicitor). The power of attorney will be duly noted by Computershare and returned as directed.
a) Incorrect name e.g.:
| Name on the certificate(s) | John Smith |
|---|---|
| Correct name | Jon Smyth |
Complete this Tender Form with the correct name and lodge it, accompanied by a letter from your bank, stockbroker or solicitor confirming that the person described on the certificate and the person who has signed this Tender Form are one and the same.
The attention of shareholders who are outside of the United Kingdom is drawn to the section entitled "Offer and Distribution Restrictions" in the Tender Offer Memorandum. Without prejudice to the section entitled "Offer and Distribution Restrictions" in the Tender Offer Memorandum, Jefferies International Limited ("Jefferies") and/ or its agents reserve the right to treat as valid any acceptance of the Tender Offer which is not entirely in order or which is not accompanied by the relevant share certificate(s) and/or other document(s) of title.
The consideration payable under the Tender Offer cannot be sent to you until all relevant documents have been properly completed and received by Computershare at The Pavilions, Bridgwater Road, Bristol, BS99 6AH.
Without prejudice to the section entitled "Terms and Conditions of the Tender Offer" as set out in the Tender Offer Memorandum, Jefferies and/ or its agents reserve the right to treat as valid any acceptance of the Tender Offer which is not entirely in order or which is not accompanied by the relevant share certificate(s) and/or other document(s) of title. In either event, no consideration due under the Tender Offer will be sent until after the relevant share certificate(s) and/or other document(s) of title or indemnities satisfactory to Jefferies have been received.
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