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Aviva PLC

Proxy Solicitation & Information Statement Mar 11, 2025

4708_agm-r_2025-03-11_bf473ca1-de2c-4c6a-a81f-761baacde08d.pdf

Proxy Solicitation & Information Statement

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General Meeting 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:

Online:

[email protected]

www.computershare.co.uk/contactus

In writing:

Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol BS99 6AH, United Kingdom

Aviva General Meeting

Aviva's General Meeting to consider and vote on the proposed Cancellation and parallel Tender Offer in respect of the Aviva Preference Shares (General Meeting) will be held on Tuesday, 15 April 2025 at 12 noon at Events @ No 6, 6 Alie Street, London E1 8QT (Events @ No 6), with facilities to attend electronically. Further information and a map showing the location of the General Meeting 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 12 noon on Friday, 11 April 2025. You can appoint a proxy using the attached Ordinary Shareholder Form of Proxy, online or via the CREST system or Proxymity platform, as outlined in notes 1 to 4 of the Ordinary Shareholder Form of Proxy. If you appoint a proxy other than the Chair of the General Meeting to attend the physical meeting at Events @ No 6, please 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.

Ordinary Shareholder Form of Proxy

You may submit your proxy instruction online at www.investorcentre.co.uk/eproxy using the following reference numbers (see note 1).

Proxy Control Number: 920597

Shareholder Reference Number:

Personal Identification Number:

Alternatively, if you want to use this Ordinary Shareholder 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 Ordinary Shareholder Form of Proxy, please read the notes provided in the Circular and the guidance notes overleaf.

I/We appoint the Chair of the General Meeting 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 General Meeting of Aviva plc (Aviva) to be held on Tuesday, 15 April 2025 at 12 noon and at any adjournment thereof, in accordance with the instructions given opposite.

Tick this box if this Ordinary Shareholder Form of Proxy is one of multiple instructions being given (see note 8).

Tick this box if it is your intention to attend the General Meeting.

Special Resolutions

communications (see note 12):

    1. THAT the share capital of Aviva be reduced by cancelling, extinguishing and repaying the Preference Shares
    1. THAT a Special Dividend (incorporating the special dividends and the voting fee) be declared and paid to holders of Preference Shares
    1. THAT Aviva be authorised to purchase the Preference Shares pursuant to the Tender Offer

Please enter your email address below to register to receive emails instead of hard copy shareholder

Signed Dated
Please tick this box if signing on behalf of a member under a power of attorney or other
authority (see note 10).
EXT2569

For Against

Vote withheld

General Meeting – useful notes

  • Registration commences at Events @ No 6 for shareholders attending physically at 11.30am.
  • For your personal safety and security, the bags of everyone attending the General Meeting 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 General Meeting will not be permitted in the Elizabeth Room. 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 General Meeting website, meetnow.global/AVVGM2025 on the day of the meeting from 8am. To access the meeting you will need to enter the Shareholder Reference Number and Personal Identification Number provided overleaf. Please refer to the Circular where you will find full details of the electronic attendance arrangements, including how to vote online and ask questions during the meeting using the General Meeting website. If you appoint a proxy to attend electronically, please contact Computershare to obtain log in details.

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

Why not appoint your proxy online?

Events @ No 6

• Events @ No 6 is located in the City of London, just a short walk from Aldgate and Aldgate East tube stations.

1. Scan the Quick Response code or visit www.investorcentre. co.uk/eproxy

i

Enter the Proxy Control Number, Shareholder Reference Number and Personal Identification Number shown overleaf

3.

Agree to the terms and conditions, appoint your proxy and register your voting instructions

Guidance note on completing the Ordinary Shareholder 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 Ordinary Shareholder 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 Ordinary Shareholder Form of Proxy to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6AH. 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 Circular.
    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 12 noon on Friday, 11 April 2025.
    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 General Meeting will be determined by reference to Aviva's Register of Members at 6pm on Friday, 11 April 2025.
    1. You are entitled to appoint one or more proxies of your choice to attend, speak and vote on your behalf at the General Meeting. To appoint someone other than the Chair of the General Meeting, please cross out 'the Chair of the General Meeting' and insert the name of your proxy in the space provided. Your proxy does not need to be a shareholder, but must attend the General Meeting 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 General Meeting, 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 Ordinary 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 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 Ordinary Shareholder Form of Proxy will not prevent you from attending the General Meeting physically at Event @ No 6 or electronically, and voting at the meeting.
    1. Please ensure that you sign the Ordinary Shareholder Form of Proxy and initial any alterations. If someone other than you signs the Ordinary Shareholder 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 Ordinary Shareholder 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 Ordinary Shareholder 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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