AGM Information • Mar 21, 2023
AGM Information
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Norwich City Football Club, Carrow Road, Norwich, NR1 1JE Thursday, 4 May 2023 at 10.30am
This document contains important information about Aviva's Annual General Meeting. If you wish to take part this year, please give it your prompt attention.
If you have any doubts about what action you need to take, you should contact your stockbroker, solicitor, accountant or other independent professional advisors authorised pursuant to the Financial Services and Market Act 2000 immediately.
If you have sold or transferred all of your holding of ordinary shares you should pass this booklet and the accompanying documents (except for any personalised form) to the person through whom the sale or transfer was effected, for transmission to the purchaser or transferee.
I'm pleased to share with you arrangements for this year's AGM which will be held at 10.30am on Thursday, 4 May 2023 at Norwich City
Football Club, Carrow Road, Norwich, NR1 1JE (Carrow Road). For those unable to attend in person, you will also be able to take part in the meeting online. You will also receive details of a General Meeting, relating to a proposed reduction in capital, to be held at 1pm on the same date and at the same location, or 30 minutes following the conclusion or adjournment of the AGM, whichever is later.
As a proud UK business, we want to celebrate our strong connections with communities around the country, as well as giving shareholders from different regions a better chance to attend in person. For this year's meeting, we have decided to move the venue out of London to the city of Norwich, where we have a large general insurance business. We plan to hold the 2024 AGM in York, the home of one of our life businesses.
If you plan to attend in person, you can find details of how to get to Carrow Road on page 16 of this Notice of AGM. We ask you to use the tick box on the AGM Form of Proxy to confirm if you intend to attend the AGM in person at Carrow Road to help us plan appropriately. Unfortunately, guests of shareholders, other than carers, will not be permitted to attend this year.
We recognise that the location will not be convenient for everyone. As in recent years we have made arrangements for people to also take part electronically with the aim of making the meeting accessible to as many of you as possible. You can join the meeting online at https://web.lumiagm.com/121-209-157. Please refer to pages 15 to 16 of this Notice of AGM, where you will find full details of how to join, vote and ask questions online.
We are committed to an open and constructive dialogue with you, our shareholders and we see the AGM as an important forum to listen to your views and answer your questions. I'd like to encourage you to take advantage of this opportunity.
We also believe it is important that those attending the AGM behave with courtesy and with respect for others, and therefore unacceptable behaviour will not be tolerated at the meeting.
If you can't attend but have a question relating to the business of the meeting, please contact us by email at
[email protected] and we will reply as soon as possible.
Mike Craston joined the Board as a Non-Executive Director on 17 May 2022. He is Chair of Aviva Investors Holdings Limited, having been appointed in September 2017. Mike's in-depth experience of asset management makes him a valuable addition to the Board.
Charlotte Jones joined the Board on 5 September 2022 as Group Chief Financial Officer. Charlotte is a highly experienced CFO with an impressive track record across the insurance, banking and asset management industries.
The continued effectiveness of the Board, its committees and the Company's Directors was assessed through a formal evaluation process in 2022. Following this evaluation, the Board recommends the election or re-election of all Directors seeking election or re-election. Biographies for each Director can be found on pages 11 and 12 of this Notice of AGM.
I would like to encourage you to take an active part in voting. You can do so in advance of the meeting by appointing a proxy and providing a voting instruction electronically or by completing and returning the relevant form(s) of proxy or voting form(s) by post. If you wish to provide your proxy instruction electronically, you can do so through
www.investorcentre.co.uk/eproxy. CREST members who wish to appoint a proxy via the CREST electronic proxy appointment service should refer to the CREST section on pages 13 and 14 of this Notice of AGM. Information about the Proxymity voting platform can be found on page 14 of this Notice of AGM.
Please submit your completed proxy appointment and voting instruction forms to the Company's Registrar, Computershare Investor Services PLC (Computershare), as soon as possible, but in any event to arrive by no later than:
If you attend the AGM physically at Carrow Road, you will be provided with a poll card. If you attend the AGM electronically and would like to cast your vote on the day, you can do so using the facility described on page 16.
I would like to draw your particular attention to the following items of business in the Notice of AGM.
Resolution 2 seeks an advisory vote on the Directors' Remuneration Report as detailed in the Company's Annual Report and Accounts for the financial year ended 31 December 2022. Resolution 3 seeks an advisory vote on our Climate-Related Financial Disclosure. We are strong advocates of the need for listed companies to publish effective information on climate risks and the impact on their businesses.
As in previous years, resolutions 21 and 22 each seek approval for the disapplication of pre-emption rights of no more than 5% of the issued ordinary share capital of the Company (up to 10% in total). The recent 2022 Pre-emption Group Guidelines provides for companies to seek authority for higher pre-emption limits, up to a total of 20% of issued share capital. Aviva is not seeking approval for these increased limits at the 2023 AGM. Further information is set out in the notes to these resolutions.
Your Board considers that each of the resolutions to be proposed at the AGM would promote the success of the Company and are in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the resolutions, as they intend to do in respect of their own beneficial shareholdings.
Yours sincerely
George Culmer Chair 21 March 2023
For ease of reference the formal resolutions are in bold text.
Notice is hereby given that the 2023 Annual General Meeting (the AGM) of Aviva plc (Aviva or the Company) will be held on Thursday, 4 May 2023 at 10.30am at Norwich City Football Club, Carrow Road, Norwich, NR1 1JE, with facilities to attend electronically, for the transaction of the following business:
The Directors are required to present to the meeting the Company's audited annual accounts and related reports for the financial year ended 31 December 2022 (the Annual Report and Accounts).
1. To receive and consider the Company's Annual Report and Accounts for the financial year ended 31 December 2022.
The Directors' Remuneration Report for 2022 is set out on pages 2.33 to 2.69 of the Annual Report and Accounts. In accordance with the Companies Act 2006 (the Act), this vote is advisory only and the Directors' entitlement to receive remuneration is not conditional upon it. The resolution and vote are a means of providing shareholder feedback to the Board. No changes are proposed to the Directors' Remuneration Policy, which was approved by shareholders at the 2021 AGM.
2. To approve the Directors' Remuneration Report set out on pages 2.33 to 2.69 of the Company's Annual Report and Accounts for the financial year ended 31 December 2022 (the Annual Report and Accounts), excluding the Directors' Remuneration Policy set out on pages 2.60 to 2.69 of the Annual Report and Accounts.
This resolution seeks approval for the Company's climate-related financial disclosure for 2022 as set out on pages 1.64 to 1.66 of the Annual Report and Accounts. This vote is advisory only. The resolution and vote are a means of providing shareholder feedback to the Board. Further information can also be found at www.aviva.com/social-purpose/climate-related-financialdisclosure.
3. To approve the Company's climate-related financial disclosure for 2022 set out on pages 1.64 to 1.66 of the Company's Annual Report and Accounts for the financial year ended 31 December 2022.
The final dividend for the year ended 31 December 2022, as recommended by the Directors, is 20.7 pence per ordinary share of 32 17/19 pence nominal value. The record date for the final dividend is Friday, 31 March 2023, and so the final dividend will, subject to the satisfaction of the condition to the relevant resolution, be paid based on the number of 32 17/19 pence nominal value ordinary shares held by each holder of ordinary shares as at the close of business on that date. Further information on dividends can be found both on pages 2.70 to 2.71 of the Annual Report and Accounts and on the Company's website at www.aviva.com/dividends.
In compliance with the rules issued by the Prudential Regulation Authority (PRA) and other regulatory requirements to which Aviva plc and its subsidiaries (the Group) is subject, the dividend is required to remain cancellable at any point prior to it becoming due and payable. The dividend is therefore declared conditional upon the Directors not having determined (at their discretion) to cancel the dividend at any point prior its payment. The Directors have no intention of exercising this cancellation right, other than where they determine it may be necessary or appropriate to do so as a result of legal or regulatory requirements (including without limitation if, prior to payment, the Group ceases to hold capital resources equal to or in excess of its Solvency Capital Requirement, or if that would be the case if the dividend were paid).
The UK Corporate Governance Code recommends that all Directors stand for annual election by shareholders. In line with this and the Company's articles of association, all of our Directors will be retiring at this year's AGM, and all those who wish to continue to serve will be submitting themselves for election or re-election.
Mike Craston was appointed to the Board with effect from 17 May 2022 and is recommended for election as Non-Executive Director. His experience in senior roles in asset management companies make him a valuable addition to the Board.
Charlotte Jones was appointed to the Board with effect from 5 September 2022 and is recommended for election as Executive Director. She has an impressive track record across the insurance and asset management industries.
All other Directors are recommended for re-election. Michael Mire continues to serve on the Board notwithstanding that he has served beyond nine years as a Non-Executive Director. Following careful consideration, the Board believes that he continues to provide constructive challenge and robust scrutiny of matters that come before the Board and the committees on which he serves. In addition, he provides important continuity following a period of changes to the Board.
Through its Nomination and Governance Committee, the Board has undertaken appropriate due diligence on each Non-Executive Director's other interests and external time commitments, particularly with regard to Shonaid Jemmett-Page. The Committee completed a detailed review of Shonaid's portfolio and overall capacity, and in particular Shonaid's Chair roles on two investment trusts, which have a lesser time commitment than other listed company Non-Executive Director roles. Following the review, the Committee considered Shonaid to have sufficient time to dedicate to her role as an Independent Non-Executive Director of Aviva. Additionally, Shonaid will be retiring from her position as Chair and Non-Executive Director of Greencoat UK Wind Plc from the end of its 2023 AGM in April.
The Board has concluded that each Director is fully able to commit to the role and is free from any relationship or circumstance that would affect their judgement, and accordingly all the Non-Executive Directors, with the exception of Michael Mire and Mike Craston, are considered independent by the Board.
The performance and contribution of each Director seeking reelection has been subject to a formal evaluation process. Following this evaluation, the Board confirms that each such Director's performance continues to be effective and they demonstrate commitment to the role.
The biographical details of all Directors are set out on pages 11 and 12 of this Notice of AGM. In the Board's view, these illustrate why each Director's contribution is, and continues to be, important to the Company's long-term sustainable success.
Details of the work undertaken by the Auditor, its remuneration and the Company's policy with respect to non-audit work are set out on pages 2.23 to 2.28 of the Annual Report and Accounts.
Auditors have to be appointed at each general meeting at which the Annual Report and Accounts are presented to shareholders. An assessment of the effectiveness, independence and objectivity of the Auditor has been undertaken by the Audit Committee which has recommended to the Board that PricewaterhouseCoopers LLP (PwC) be re-appointed as Auditor.
Following a competitive tender process, the Company announced on 18 November 2021 its intention to appoint Ernst & Young LLP as its auditor for the financial year ending 31 December 2024, subject to shareholder approval at the 2024 Annual General Meeting. Further details can be found in the Audit Committee report of the 2021 Annual Report and Accounts.
PwC, the current external auditor, will continue in its role at the current time and, subject to reappointment by the Company's shareholders at the 2023 Annual General Meeting, will undertake the audit for the financial year ending 31 December 2023. PwC were first appointed as auditors to the Company for the financial year ending 31 December 2012.
The remuneration of the Auditor must be fixed by the Company in a general meeting or in such manner as the Company may determine in a general meeting. This resolution authorises the Audit Committee to decide on the level of such remuneration.
It is not the policy of the Company to make any donations to political organisations or to incur any other political expenditure and the Directors have no intention of changing that policy. However, as a result of the wide definition in the Act of matters constituting political donations, normal expenditure (such as expenditure on organisations concerned with matters of public policy, law reform and representation of the business community) and business activities (such as communicating with the Government and political parties at local and national level) might be construed as political expenditure or as a donation to a political party or other political organisation and fall within the restrictions of the Act. This resolution does not purport to authorise any particular donation or expenditure but is expressed in general terms as required by the Act.
(as such terms are defined in sections 363 and 365 of the Act) provided that the aggregate amount of such donations and expenditure shall not exceed £100,000 during the period from the date of the passing of this resolution until the conclusion of the next year's Annual General Meeting or, if earlier, 1 July 2024, provided that the aggregate amount may comprise sums in different currencies that shall be converted at such rate as the Directors of the Company may in their absolute discretion determine to be appropriate.
Resolution 19 seeks to renew the authority granted at the 2022 AGM for the Company and its subsidiaries to make political donations to political parties or independent election candidates, to other political organisations, or to incur political expenditure.
The Act prohibits companies from making donations exceeding £5,000 in aggregate in any 12-month period to political parties or independent election candidates, to other political organisations, or to incur political expenditure without shareholders' consent. However, as the definitions used in the Act are broad, it is possible that normal business activities, which might not be thought to be political expenditure in the usual sense, could be caught. In order to allow such activities to continue and avoid inadvertently contravening the Act, the Company considers that the authority sought under this resolution to allow it or its UK subsidiaries to incur this type of expenditure up to a total aggregate limit of £100,000 is advisable.
Any political donation made, or political expenditure incurred that is in excess of £2,000 will be disclosed in the Company's Annual Report and Accounts for next year, as required by relevant legislation. The authority will not be used to make political donations within the normal meaning of that expression.
The authority conferred on the Directors at the 2022 General Meeting to allot shares or grant rights to subscribe for or to convert any security into shares in the Company expires at the end of this year's AGM and the Board recommends that this authority be renewed.
Unless previously renewed, revoked or varied, the authorities conferred by this resolution 20 shall apply in substitution for all existing authorities under section 551 of the Act (save for any authority conferred by resolution 23) until the conclusion of the next Annual General Meeting of the Company after the date on which this resolution is passed or, if earlier, 1 July 2024 but, in each case, so that the Company may make offers and enter into agreements before the authority expires that would, or might, require shares to be allotted or rights to be granted after the authority expires and the Directors of the Company may allot shares or grant such rights under such an offer or agreement as if the authority conferred hereby had not expired.
For the purposes of this resolution 20, 'rights issue' means an offer to:
to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) that may be traded for a period before payment for the securities is due, but subject in both cases to such limits, restrictions or arrangements as the Directors consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.
Paragraph (a) of resolution 20 will, if the resolution is passed, authorise the Directors to allot the Company's ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares up to a maximum nominal amount of £307 million, which represents an amount that is approximately equal to one-third (33.33%) of the aggregate nominal value of the issued ordinary share capital of the Company as at the close of business on Friday, 17 March 2023 being the latest practicable date before the printing of this document.
Paragraph (b) of resolution 20 proposes that, consistent with the guidance issued by The Investment Association (IA) concerning Directors' powers to allot share capital or grant rights to subscribe for or convert any securities into ordinary shares in the context of a rights issue, a further authority be conferred on the Directors to allot shares in connection with a rights issue in favour of holders of equity securities (which would include ordinary shareholders). The
allotments would be as required by the rights of those securities or as the Directors may otherwise consider necessary, up to a further aggregate nominal amount of £307 million, which represents an amount that is approximately equal to one-third (33.33%) of the aggregate nominal value of the issued ordinary share capital of the Company as at the close of business on Friday, 17 March 2023 (and which together with the nominal amount of any shares allotted or rights granted under the authority conferred by paragraph (a) of resolution 20 would amount to £614 million representing an amount that is approximately equal to two-thirds (66.66%) of such aggregate nominal value).
The authorities sought in paragraphs (a) and (b) of resolution 20 are in addition to and not in substitution for the authority conferred by resolution 23 described in this Notice of AGM, but are in substitution for all other existing authorities, and are without prejudice to previous allotments made under such existing authorities.
The authorities conferred by this resolution 20 will each expire at the end of the next AGM of the Company or, if earlier, 1 July 2024. The Directors have no present intention of exercising these authorities but believe that it is in the best interests of the Company to have the authorities available so that the Board has the flexibility to issue securities at short notice and without the need for a general meeting should the Board determine that it is appropriate to do so. As at Friday, 17 March 2023, the Company did not hold any treasury shares.
Resolutions 21 and 22, which will be proposed as separate special resolutions, seek to renew, in line with the latest guidelines, the authority conferred on the Directors at the 2022 General Meeting to issue equity securities of the Company for cash without application of the pre-emption rights provided by section 561 of the Act.
To consider and, if thought fit, pass the following resolutions 21 and 22, which will be proposed as special resolutions:
Unless previously renewed, revoked or varied, the powers conferred by this resolution 21 shall apply in substitution for all existing powers under sections 570 and 573 of the Act (save for any power conferred by resolutions 22 and 24) until the conclusion of the next Annual General Meeting of the Company after the date on which this resolution is passed or, if earlier, 1 July 2024 but, in each case, so that the Company may make offers and enter into agreements
before the power expires, which would, or might, require equity securities to be allotted after the power expires and the Directors of the Company may allot equity securities under such an offer or agreement as if the power conferred hereby had not expired.
For the purposes of this resolution 21, 'rights issue' has the same meaning given in resolution 20 and 'pre-emptive offer' means an offer of equity securities open for acceptance for a period fixed by the Directors to:
but subject in both cases to such limits, restrictions or arrangements as the Directors consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.
Unless previously renewed, revoked or varied, the powers conferred by this resolution 22 shall apply in substitution for all existing powers under sections 570 and 573 of the Act (save for any power conferred by resolutions 21 and 24) until the conclusion of the next Annual General Meeting of the Company after the date on which this resolution is passed or, if earlier, 1 July 2024 but, in each case, so that the Company may make offers and enter into agreements before the power expires which would, or might, require equity securities to be allotted after the power expires and the Directors of the Company may allot equity securities under such an offer or agreement as if the power conferred hereby had not expired.
The authority being sought in paragraph (a) of resolution 21 provides for non-pre-emptive allotments of equity securities:
Company as at the close of business on Friday, 17 March 2023 being the latest practicable date before the printing of this document.
The authority being sought in paragraph (b) of resolution 21 provides for non-pre-emptive allotments of equity securities in connection with an offer by way of a rights issue.
The authority being sought in resolution 22, which is within the limits suggested by the Pre-emption Group 2022 Statement of Principles for the disapplication of pre-emption rights (the Statement of Principles), provides for non-pre-emptive allotments of equity securities up to an additional aggregate nominal value of £46 million, which represents no more than 5% of the issued ordinary share capital of the Company as at the close of business on Friday, 17 March 2023. The authority will only be used in connection with an acquisition or other capital investment of a kind contemplated by the Statement of Principles, and which is announced contemporaneously with the allotment, or has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.
The authorities being sought in resolutions 21 and 22 are in addition to and not in substitution for any authority conferred by resolution 24 but are in substitution for any other existing authorities without prejudice to previous allotments made under such authorities. The authorities conferred by these resolutions 21 and 22 will expire at the conclusion of the next AGM of the Company or, if earlier, 1 July 2024.
The authorities sought and the limits set by these resolutions will also disapply the application of section 561 of the Act from a sale of any treasury shares to the extent provided for in the resolutions.
The maximum nominal value of equity securities that could be allotted if the authorities in both resolutions 21 and 22 were used would be £92 million, which represents approximately 10% of the issued ordinary share capital of the Company as at the close of business on Friday, 17 March 2023.
The Directors do not intend to issue more than 7.5% of the issued ordinary share capital of the Company for cash on a non-preemptive basis in any rolling three-year period (other than in connection with an acquisition or specified capital investment as described in the 2015 Statement of Principles) without prior consultation with shareholders.
The Group is subject to the UK Solvency II (SII) regulatory framework. Under SII, the Group is required to hold sufficient capital to absorb losses in periods of stress and to provide a buffer to increase resilience against unexpected losses.
The Directors believe it is in the best interests of the Company to have the flexibility to issue SII Instruments from time to time so that the Company has the flexibility to manage and maintain its and the Group's capital structure more effectively in the light of evolving regulatory capital requirements, market conditions and appetite for different instruments and their cost-effectiveness (including through the use of risk mitigation techniques permitted under SII).
The authority sought in resolution 23 may be used if, in the opinion of the Directors at the relevant time, such an issuance of SII Instruments would be desirable, including in connection with, or for the purposes of, complying with or maintaining compliance with regulatory requirements or targets applicable to the Company or to the Group from time to time. However, the request for authority in resolution 23 should not be taken as an indication that the Company will or will not issue any, or any given amount of, SII Instruments.
The Group's overall capital requirements may be satisfied by different types of own funds, the highest quality of which is classified as Tier 1 (Tier 1 Instruments) which includes ordinary shares, preference shares and paid-up subordinated bonds or other liabilities (Equity Convertible Instruments or ECIs) which are converted into ordinary shares in the event that the capital or solvency position of the Group or any member thereof falls below certain defined levels. On the occurrence of such an event, the ECIs will automatically convert into new ordinary shares in the Company. SII Instruments include the Tier 1 Instruments described above as well as legally binding agreements to subscribe or pay for ECIs on demand.
Where the SII Instruments involve the conversion of any instrument into ordinary shares or the allotment of ordinary shares to the holders of such instrument, the terms and conditions of the SII Instruments will specify at the outset a mechanism for setting the applicable allotment, subscription or conversion price. The resolutions give the Directors authority to set such terms and conditions.
To consider and, if thought fit, pass the following resolution 23, which will be proposed as an ordinary resolution, and resolution 24, which will be proposed as a special resolution:
Unless previously renewed, revoked or varied, the authority conferred by this resolution 23 shall apply in addition to all other authorities under section 551 of the Act until the conclusion of the next Annual General Meeting of the Company after the date on which this resolution is passed or, if earlier, 1 July 2024 but, in each case, so that the Company may make offers and enter into agreements before the authority expires that would, or might, require ordinary shares to be allotted or rights to be granted after the authority expires and the Directors of the Company may allot ordinary shares or grant such rights under such an offer or agreement as if the authority conferred hereby had not expired.
For the purpose of this resolution 23, 'SII Instruments' means any securities, instruments or other agreements to be issued or entered into by the Company or any other member of the Group, and which in each such case are:
(i) intended to form all or part of a type or class of securities, instruments or other agreements the terms of which are eligible or otherwise enable the Company or any other member of the Group to meet any applicable regulatory requirements specified by the
Prudential Regulation Authority or other such authority having primary supervisory authority with respect to the Company or the Group from time to time, including requirements in relation to own funds, capital resources, capital, contingent capital or buffer capital of the Company or the Group;
Unless previously renewed, revoked or varied, the power conferred by this resolution 24 shall apply until the conclusion of the next Annual General Meeting of the Company after the date on which this resolution is passed or, if earlier, 1 July 2024 but, in each case, so that the Company may make offers and enter into agreements before the power expires which would, or might, require equity securities to be allotted after the power expires and the Directors of the Company may allot equity securities under such an offer or agreement as if the power conferred hereby had not expired.
Resolution 23, will, if approved, give the Directors authority to allot ordinary shares in the Company or grant rights to subscribe for, or to convert any security into, ordinary shares in the Company, in accordance with section 551 of the Act up to an aggregate nominal amount of £150 million in connection with the issue of SII Instruments which is, in aggregate, equivalent to approximately 16.27% of the issued ordinary share capital of the Company as at Friday, 17 March 2023, being the latest practicable date before the printing of this document.
Resolution 24, which will be proposed as a special resolution, proposes that, without prejudice to any existing power, the Directors be empowered to allot equity securities (as defined in section 560 of the Act) for cash up to a nominal amount of £150 million in relation to the issue of SII Instruments, which is equivalent to 16.27% of the issued ordinary share capital of the Company as at Friday, 17 March 2023, being the latest practicable date before the printing of this document, as if section 561 of the Act, to the extent applicable, did not apply to any such allotment.
Resolution 24 is applicable in relation to the allotment of equity securities for cash in relation to the issue of SII Instruments. However, there are circumstances in which the Directors may contemplate such an allotment for non-cash consideration (such as the receipt of assets, subject to applicable law and regulation), and such an allotment is also authorised.
Resolution 24 would permit the Company the flexibility necessary to allot equity securities pursuant to any proposal to issue SII Instruments without the need to comply with the strict pre-emption requirements of the UK statutory regime. Together with resolution 23, resolution 24 is intended to provide the Directors with the flexibility to issue SII Instruments that may convert into, be exchanged for or otherwise result in the issuance of ordinary shares in the Company. This will allow the Company to optimise the management of its capital in the most efficient and economical way for the benefit of shareholders.
The authorities sought in resolutions 23 and 24 are in addition to the authorities proposed in resolutions 20, 21 and 22, which are the usual authorities sought on an annual basis by listed companies in line with the guidance issued by the IA. Any exercise of the other authorities would be separate from, and in addition to, the exercise of any powers under these resolutions 23 and 24 and would also have a dilutive effect on existing shareholdings. Although this authority is not contemplated by the guidance issued by the IA, it has been discussed previously with the IA.
The authorities sought in resolutions 23 and 24 will expire at the conclusion of the next AGM of the Company after the date on which the resolution is passed or, if earlier, 1 July 2024. However, the Directors may seek similar authorities in the future. The Directors have not used the authority to issue SII Instruments granted at the 2022 General Meeting and have no present intention of exercising these authorities.
Resolution 25, which will be proposed as a special resolution, seeks to renew the authority granted at the 2022 General Meeting and gives the Company authority to buy back its own ordinary shares in the market as permitted by the Act. The authority limits the number of ordinary shares that could be purchased to a maximum of 280 million (representing less than 10% of the issued ordinary share capital of the Company as at the close of business on Friday, 17 March 2023). The authority sets minimum and maximum prices at which such shares may be bought.
The Directors may consider exercising the authority to purchase the Company's ordinary shares if market conditions and the Company's financial position make this possible but will keep the matter under review, taking into account other investment opportunities. The authority will be exercised only if the Directors believe that to do so would be in the best interests of the shareholders as a whole.
Any purchases of ordinary shares would be by means of market purchases (within the meaning of section 693(4) of the Act).
Any ordinary shares purchased pursuant to this authority may either be held as treasury shares or cancelled by the Company, depending on which course of action is considered by the Directors to be in the best interests of the shareholders at the time.
As at the close of business on Friday, 17 March 2023, there were options and awards over 77,979,965 ordinary shares, which represented 2.78% of the Company's issued ordinary share capital as at that date. If the authority to purchase the Company's ordinary shares granted at the 2022 General Meeting and the authority proposed to be granted under resolution 25 were exercised in full, these options and awards would represent 3.47% of the Company's issued ordinary share capital calculated as at that date.
This percentage would reduce to 3.09% if no further purchases are made under the authority granted at the 2022 General Meeting, but the authority proposed to be granted under resolution 25 was exercised in full. As at the close of business on Friday, 17 March 2023, the Company did not hold any treasury shares and no warrants over ordinary shares in the capital of the Company existed.
On 12 August 2021 Aviva announced a share buyback of ordinary shares (2021 Share Buyback Programme) for an aggregate purchase price of up to £750 million. On 16 December 2021 Aviva announced the increase and extension of the share buyback programme to £1 billion.
On 9 March 2023, Aviva announced a share buyback of ordinary shares (2023 Share Buyback Programme) for up to a maximum aggregate purchase price of £300 million.
During 2022 the Company purchased under the 2021 Share Buyback Programme a total number of 79,587,629 ordinary shares of 25 pence nominal value in Aviva. Since 9 March 2023 the Company has purchased under the 2023 Share Buyback Programme 5,803,219 ordinary shares of 32 17/19 pence nominal value in Aviva. Shares purchased through the share buyback programmes have been cancelled with the exception of 4,203,219 ordinary shares of 32 17/19 pence nominal value that have been purchased and are yet to be cancelled. Further information on Aviva's share buyback programmes can be found on page 2.71 of the Annual Report and Accounts. Information on transactions in own shares is also publicly available via the regulatory information service and on the Company's website at https://www.aviva.com/ investors/aviva-regulatory-announcements/.
To consider and, if thought fit, pass the following resolution 25, which will be proposed as a special resolution:
Resolutions 26 and 27, which will be proposed as special resolutions, seek to renew the authorities granted at the 2022 AGM and give the Company authority to buy back its own preference shares in the market as permitted by the Act and in accordance with the rights attaching to those shares, which allow their repurchase on such terms as the Directors may determine. These authorities limit the number of preference shares that may be purchased, set minimum and maximum prices and will expire at the conclusion of the next AGM of the Company after the date of the passing of the resolution or, if earlier, 1 July 2024.
The purpose of these resolutions is to provide the Company with flexibility in managing its capital effectively. The Directors have no present intention of exercising these authorities to purchase the Company's preference shares, but will keep the matter under review, taking into account other investment opportunities and opportunities to replace the preference share capital with more cost-effective forms of finance should they arise. These authorities will be exercised only if the Directors believe that to do so would be in the best interests of shareholders as a whole. As part of that decision to exercise the authority the Directors may take into consideration various factors noted by the Company in its 2017 full year results announcement on 8 March 2018, such as the fact that the preference shares will no longer be eligible as regulatory capital under SII from 2026.
Any purchases of the preference shares would be by means of market purchases (within the meaning of section 693(4) of the Act). Following any such purchase the preference shares so purchased would be cancelled.
To consider and, if thought fit, pass the following resolution 26, which will be proposed as a special resolution:
d) this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the date of the passing of this resolution or, if earlier, 1 July 2024, save that the Company may make a contract to purchase 8¾% preference shares under this authority before the expiry of the authority which will or may be executed wholly or partly after the expiry of the authority, and may make a purchase of 8¾% preference shares in pursuance of any such contract.
To consider and, if thought fit, pass the following resolution 27, which will be proposed as a special resolution:
Resolution 28, which will be proposed as a special resolution, is proposed to allow the Company to continue to call general meetings other than an Annual General Meeting on 14 clear days' notice pursuant to the Act. The Act permits companies to use the 14 clear days' notice period for general meetings (other than Annual General Meetings) if the Company provides a facility for shareholders to vote by electronic means and a special resolution reducing the period of notice to 14 clear days has been passed at the AGM. The Company already provides the ability to vote electronically. However, if anything further is needed to fulfil this requirement in the future, shareholders will be informed accordingly.
At the 2022 AGM of the Company, shareholders approved the calling of meetings other than an Annual General Meeting on not less than 14 clear days' notice. The Company would like to continue to preserve this ability and this resolution seeks such approval. In the event that this authority is to be exercised, the Directors will ensure that it is not used as a matter of routine, but only when timesensitive matters are to be discussed and where merited in the interests of the Company and shareholders as a whole and intend to follow other best practice recommendations as regards its use.
The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed in order to renew this power.
To consider and, if thought fit, pass the following resolution 28, which will be proposed as a special resolution:
28. To authorise the Company to call general meetings other than an Annual General Meeting on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the date of the passing of this resolution.
By order of the Board
Kirstine Cooper Group General Counsel and Company Secretary Aviva plc Registered office: St Helen's, 1 Undershaft, London EC3P 3DQ
Registered in England and Wales, No. 2468686
21 March 2023
Position: Chair
Nationality: British
Tenure: 3 years 5 months. Appointed to the Board as a Non-Executive Director on 25 September 2019, as Senior Independent Director on 1 January 2020 and as Chair on 27 May 2020.
Skills and Experience: George brings significant board-level exposure with 15 years' experience as a FTSE 100 CFO and a deep understanding of insurance and wider financial services. George was previously Chief Financial Officer of Lloyds Banking Group plc and joined its board on 16 May 2012. He was formerly a director and Chief Financial Officer of RSA Insurance Group plc; Head of Capital Management of Zurich Financial Services and Chief Financial Officer of its UK operations; and held senior management positions at Prudential plc. George has deep insight into the challenges that affect Aviva's businesses and the implications for shareholders. This makes him well placed to lead the Board in driving the strategy, culture and values of the Group.
External Appointments: Senior Independent Director of Rolls Royce plc.
Position: Group Chief Executive Officer (CEO)
Nationality: British
Tenure: 3 years 2 months. Appointed to the Board as a Non-Executive Director on 2 January 2020 and as CEO on 6 July 2020.
Skills and Experience: Amanda started her career as a graduate at one of Aviva's legacy companies, Commercial Union plc. Since then she has held senior executive roles across the insurance industry. She was previously Group CEO at AXA UK PPP & Ireland, and CEO, EMEA & Global Banking Partnerships at Zurich Insurance Group. Amanda has served as Chair of the Association of British Insurers; Chair of the Insurance Fraud Bureau and President of the Chartered Insurance Institute. In 2021, she was appointed by HM Treasury to the role of Women in Finance Charter Champion. In September 2022, she joined the board of BP plc, as a Non-Executive Director. Amanda's broad executive experience in the insurance industry makes her well qualified to lead Aviva.
External Appointments: Non-Executive Director of BP plc; member of the Prime Minister's Business Council, and GFANZ CEO Principals Group Meeting; Co-Chair of the UK Transition Plan Taskforce.
Position: Group Chief Financial Officer (CFO)
Tenure: 6 months. Appointed to the Board and as CFO on 5 September 2022.
Skills and Experience: Charlotte is a qualified Chartered Accountant. She is a director of Aviva Life Holdings UK Limited and its subsidiary Aviva Life & Pensions UK Limited. She has held a number of executive positions during her career, including Chief Financial Officer of RSA Insurance plc, Interim Chief Executive Officer of the RSA UK & International business, Deputy Group CFO at Deutsche Bank Group and Chief Financial Officer of Jupiter Fund Management plc; with responsibility for finance and corporate strategy. Before that, Charlotte was Head of Group Finance at Credit Suisse Group and an audit partner at EY. She is a highly experienced CFO with an impressive track record across the insurance, banking and asset management industries. Charlotte's financial expertise and strategic decision-making skills play a fundamental role in driving Aviva towards its strategic goals.
Position: Senior Independent Director Nationality: Irish
Tenure: 3 years 8 months. Appointed to the Board as a Non-Executive Director on 16 July 2019 and as Senior Independent Director on 7 September 2020.
Skills and Experience: Patrick is an experienced finance executive and has significant experience in retail, financial and insurance services. Patrick was previously Chief Financial Officer of ING, the Netherlands' largest financial services group. Prior to that, Patrick was Chief Financial Officer of HSBC Insurance. He also served as a Non-Executive Director on the boards of two listed former ING insurance companies. His experience thoroughly equips Patrick to chair the Audit Committee and to support the Chair as Senior Independent Director.
External Appointments: Non-Executive Director and Audit Committee Chair of NatWest Group plc.
Position: Independent Non-Executive Director
Tenure: 1 year 1 month. Appointed to the Board on 21 February 2022.
Skills and Experience: Andrea is an experienced financial services leader and board member who has deep understanding of governance, the regulatory environment and risk management, making her a strong Chair of the Risk Committee. Andrea spent her executive career at Legal & General Group plc where she held a range of senior leadership roles including Group Chief Risk Officer and Strategy & Marketing Director. More recently, Andrea has been Senior Independent Director and Audit Committee Chair at ReAssure plc and Risk Committee Chair at Scottish Widows plc and Lloyds Banking Group Insurance.
External Appointments: Non-Executive Director of Hargreaves Lansdown plc and Senior Independent Director of Vanquis Banking Group plc.
C
Non-Executive
Position: Non-Executive Director Nationality: British
Tenure: 10 months. Appointed to the Board as a Non-Executive Director on 17 May 2022.
Skills and Experience: Mike is Chair of Aviva Investors Holdings Limited, having been appointed in September 2017. He is also Chair of the Aviva Investors Nomination Committee, and of Aviva Investors Canada Inc. He is a Non-Executive Director of Aviva Investors Pensions Ltd, Aviva Investors UK Funds Services Ltd and Aviva Investors North America Holdings, Inc.
Mike joined Aviva Investors in 2016 as a member of the Global Executive Committee responsible for leading the global business development function. Prior to this, he held a number of roles at Legal & General including that of CEO America and Asia, and senior positions at Aegon Asset Management, Scottish Equitable and Schroders, making him well positioned to serve the Board and its Committees.
External Appointments: Chairman of Railpen Investments Limited, London LGPS CIV Ltd, and ThomasLloyd plc, Pension Defined Contribution Schemes Governance Committee member of Tesco plc.
Position: Independent Non-Executive Director Nationality: British
Tenure: 1 year 3 months. Appointed to the Board on 20 December 2021.
Skills and Experience: Shonaid is an experienced director and her business leadership and broad experience, including in the financial services, sustainability and digital sectors, make her a valuable addition to the Board. Shonaid was previously Chair of MS Amlin and has held a number of senior roles during her executive career including as Chief Operating Officer of CDC Group, Global SVP Finance and Information at Unilever and a partner at KPMG.
External Appointments: Chair of Greencoat UK Wind Plc and Cordiant Digital Infrastructure Limited, Senior Independent Director of ClearBank Ltd and Non-Executive Director of QinetiQ Group Plc.
Position: Independent Non-Executive Director
Nationality: British
Tenure: 2 years 3 months. Appointed to the Board on 1 December 2020.
Skills and Experience: On 11 March 2023, Mohit was appointed as Managing Director and Chief Executive Officer Designate of Tech Mahindra, a leading provider of digital transformation, consulting and business re-engineering services and solutions. Prior to that he was President of Infosys Limited, where he led the Financial Services, Healthcare and Life Sciences business verticals for the company and was the Chairperson for EdgeVerve, its software subsidiary. Mohit joined Infosys in 2000 after an initial career in banking and has over 24 years of professional experience working across the US, India, Mexico, and Europe. Mohit is an established business leader in technology and transformation and this expertise adds significantly to the skills and expertise of the Board.
External Appointments: Managing Director and Chief Executive Officer Designate of Tech Mahindra Limited.
Position: Independent Non-Executive Director
Nationality: British
Tenure: 2 years 2 months. Appointed to the Board on 1 January 2021.
Skills and Experience: Pippa was previously Global Head of Human Resources at Deutsche Bank where she was responsible for leading the development of a successful and progressive HR transformation programme, focused on improving the group's culture, diversity and inclusion and digital agendas. Prior to that, Pippa was Group Head of Reward at the Royal Bank of Scotland plc (now Natwest Group plc) where she worked closely with the board on the redevelopment and restructure of the bank's compensation and benefits programme. Pippa's experience contributes significantly to the Board discussions in areas relating to people and reward matters.
External Appointments: Trustee at Breast Cancer Haven and a member of the Senior Salaries Review Board.
Position: Independent Non-Executive Director Nationality: British
Tenure: 2 years 3 months. Appointed to the Board on 1 December 2020.
Skills and Experience: Jim was previously Group Finance Director of The Phoenix Group, where he was responsible for all aspects of the Group's financial strategy and management and led the transition programme bringing Phoenix and Standard Life Assurance together. Prior to that, he was Chief Financial Officer of Northern Rock from 2010 to 2012, and for many years worked for Lloyds TSB Group (now Lloyds Banking Group plc) in a number of senior finance and strategy related roles. Jim's expertise makes him a strong Chair of the Aviva Life Holdings UK Board and its subsidiary Aviva Life & Pensions UK Limited. Jim's experience also significantly adds to the knowledge and expertise of the Board and its Committees.
External Appointments: Trustee of the Leuchie Forever Fund and of the National Galleries of Scotland.
Position: Non-Executive Director
Nationality: British
Tenure: 9 years 6 months. Appointed to the Board on 12 September 2013.
Skills and Experience: Michael was most recently senior partner at McKinsey & Company where he worked for more than 30 years, and through his governmental experience, he brings a unique perspective and insight to the Board. His experience with Department of Health and Social Care and the Care Quality Commission gives additional insight into Aviva's Health and Protection business. Michael has a detailed understanding of the financial services sector, and a wealth of experience in business transformation and developing strategies for retail and financial services companies. This makes Michael a valuable member of the Customer and Sustainability Committee and Nomination and Governance Committee.
External Appointments: Chairman of Luther Systems Ltd, Senior Independent Director of Realty Income Corporation and Senior Adviser to Lazard.
Position: Independent Non-Executive Director
Nationality: Swiss
Tenure: 1 year 4 months. Appointed to the Board on 22 October 2021.
Skills and Experience: Martin was most recently Senior Independent Director of RSA Insurance plc. Prior to this, he held a number of senior roles during his career including Group CEO of Baloise-Holding AG, Operating Partner of Advent International and a strategy consultant with Boston Consulting Group. Martin is an accomplished director in insurance and private equity, and his business leadership and non-executive experience in both the insurance and technology sectors make him a valuable addition to the Board, and Chair of the Aviva Insurance Limited Board, a wholly owned subsidiary of Aviva plc.
External Appointments: Vice Chair and Lead Independent Director of Partners Group Holding AG and Deputy Chair of MSG Life AG.
At the close of business on Friday, 17 March 2023 (being the latest practicable business day prior to the publication of this Notice of AGM) the issued share capital of the Company was 2,807,732,681 ordinary shares of 32 17/19 pence each, 100 million 8¾% cumulative irredeemable preference shares of £1 each and 100 million 8⅜% cumulative irredeemable preference shares of £1 each. Each ordinary share carries the right to one vote. The preference shares do not carry voting rights. The issued share capital includes 4,203,219 ordinary shares purchased through the Share buyback programme with cancellation pending. No shares are held in treasury. Therefore, the total voting rights in the Company as at the close of business on Friday, 17 March 2023 was 2,803,529,462.
Copies of: (i) the Executive Directors' employment contracts; (ii) the Non-Executive Directors' letters of appointment; and (iii) qualifying third-party indemnity provisions of which the Directors have the benefit; will be available for inspection at the Company's Registered Office during normal business hours on Monday to Friday each week from the date of this Notice of AGM until the time of the meeting (public holidays excepted), and will be at the place of the AGM on the day of the AGM from 10.15am until the close of the meeting.
Under sections 338 and 338A of the Act, members meeting the threshold requirements in those sections have the right to require the Company to: (i) give, to members of the Company entitled to receive notice of the AGM, notice of a resolution which may properly be moved, and which those members intend to move, at the AGM, and/or (ii) to include in the business to be dealt with at the AGM, any matter (other than a proposed resolution) which may properly be included in the business at the AGM, provided in each case that the requirements of those sections are met and provided that the request is received by the Company not later than six clear weeks before the AGM or, if later, the time at which notice is given of the AGM.
A copy of this Notice of AGM, and other information required by section 311A of the Act, can be found at www.aviva.com/agm
There are a variety of ways in which a shareholder can provide a voting instruction regarding the resolutions to be put to the AGM.
Voting on each of the resolutions to be put to the AGM will be taken on a poll to reflect the number of shares held by a shareholder. This reflects the Company's established practice, and the Board considers that a poll is the best way of representing the views of as many shareholders as possible in the voting process.
Shareholders who attend the meeting electronically will be able to vote online at the meeting using the AGM website, https://web.lumiagm.com. Further details can be found in the About the AGM section on page 15.
Giving your voting instruction in advance of the meeting Shareholders are entitled to appoint a proxy to exercise any or
all of their rights to attend, speak and vote at the AGM. A proxy need not be a shareholder of the Company. A shareholder may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to different shares.
Aviva Share Account (Aviva SA) members may instruct Computershare Company Nominees Ltd to vote on their behalf on a poll.
Appointing a proxy in advance of the meeting will not prevent shareholders from subsequently attending the meeting physically at Carrow Road or electronically and voting at the meeting.
If you're unable to attend the meeting or wish to register your proxy appointment/ voting instruction now you can do so as follows:
You can register your instruction electronically through www.investorcentre.co.uk/eproxy or by accessing the mobile site via the Quick Response code:
You will need to have your AGM Form of Proxy, Voting Instruction Form, the Aviva SA annual summary, Notice of Availability or the Aviva AGM Notification email to hand when you log on as it contains information that is required in the process.
Employee share plan participants with shares held on the Shareworks site should refer to their AGM notification for details of how to vote.
Alternatively, you can complete the AGM Form of Proxy or the Voting Instruction Form issued with hard copies of this Notice of AGM and return it to the Company's Registrar, Computershare. A pre-paid envelope addressed to Computershare is enclosed for this purpose. A postage stamp is not required if posted in the United Kingdom.
Please ensure that you sign the AGM Form of Proxy or the Voting Instruction Form and initial any alterations. If someone other than you signs the AGM Form of Proxy or the Voting Instruction Form, it must be returned with either the letter of authority, power of attorney or a certified copy of the power of attorney authorising them to sign on your behalf. If the holder is a corporation, the AGM Form of Proxy or the Voting Instruction Form must be signed either under seal or under the hand of a duly authorised officer or attorney of that company, stating their capacity.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof by using the procedures described in the CREST Manual (available by logging on at www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by Computershare Investor Services PLC (ID 3RA50) by 10.30am on Tuesday, 2 May 2023. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which Computershare is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that their CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 10.30am on Tuesday, 2 May 2023 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
If you held Aviva plc ADS as at 5pm (United States Eastern Standard Time (EST)) on Monday, 27 March 2023, you will be entitled to instruct Citibank, N.A. (the ADS Depositary) to vote the shares represented by your ADS at the AGM on your behalf as your proxy.
If you hold your ADS directly on the register of ADS holders maintained by the ADS Depositary, simply complete and return the relevant ADS proxy card provided to the ADS Depositary to arrive by the voting deadline, 10am (EST) on Thursday, 27 April 2023.
If you hold your ADS indirectly through a bank, broker or nominee, you will need to contact them directly to exercise your right to instruct the ADS Depositary to vote the shares represented by your ADS on your behalf as your proxy.
The Company has included on the Forms of Proxy and Voting Instruction Forms a 'Vote withheld' option in order for shareholders to abstain on any particular resolution. However, please note that a 'Vote withheld' is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' or 'Against' the relevant resolution.
Shareholders must inform Computershare in writing of any termination of the authority of a proxy.
should refer to their AGM notification for details of how to vote.
will be announced to the London Stock Exchange as soon as practicable following the conclusion of the AGM and will also be published on the Company's website at www.aviva.com/ agm
A person who is not a shareholder of the Company, but has been nominated by a shareholder to enjoy information rights in accordance with section 146 of the Act (a nominated person), does not have a right to appoint a proxy; however, nominated persons may have a right under an agreement with the shareholder to be appointed (or to have someone else appointed) as a proxy for the meeting.
Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under an agreement with the relevant shareholder to give instructions as to the exercise of voting rights. Nominated persons are reminded that they should contact the registered holder of their shares (and not the Company) on matters relating to their investment in the Company.
Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of the same powers as the corporation could exercise if it were an individual member, provided that multiple corporate representatives do not vote in relation to the same ordinary shares.
Pursuant to section 360B(2) of the Act, the Company specifies that only those shareholders registered on the Register of Members of the Company at 5pm on Tuesday, 2 May 2023 shall be entitled to attend or vote at the AGM in respect of the number of ordinary shares registered in their name at that time or, in the event of an adjournment of this AGM, shareholders on the Register of Members at 5pm on the date (excluding any nonworking days) that is two days before the adjourned AGM. Changes to entries on the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend or vote at the meeting.
Under section 527 of the Act, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the Auditor's report and the conduct of the audit) that are to be laid before the meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual reports and accounts were laid in accordance with section 437 of the Act.
The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with section 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company's auditor no later than the time when it makes the statement available on the website. The business that may be dealt with at the meeting includes any statement that the Company has been required to publish on a website under section 527 of the Act.
The Company's AGM for 2023 will be held at Norwich City Football Club, Carrow Road, Norwich, NR1 1JE on Thursday, 4 May 2023 at 10.30am, with facilities to attend electronically.
9am – Registration commences at Carrow Road for shareholders attending physically.
9am – Access to the AGM website begins for shareholders attending electronically.
10am – The Gunn Club, Level 1 doors open for shareholders at Carrow Road.
10.30am – The AGM commences.
1pm – or 30 minutes following the conclusion or adjournment of the AGM, whichever is later, the General Meeting commences.
Please bring with you the Attendance Card, which is attached to the AGM Form of Proxy or Aviva SA Voting Instruction Form, if you attend the AGM physically at Carrow Road. If you don't have an Attendance Card your right to attend will be verified by the Company's Registrar, Computershare.
Representatives of corporate shareholders will have to produce evidence of their proper appointment when attending the AGM. Please contact Computershare if you need any further guidance on this.
Shareholders can attend and participate in the meeting electronically, should they wish to do so.
The Lumi AGM website can be accessed online using most wellknown internet browsers such as Chrome, Edge, Firefox and Safari on a PC, laptop or internet-enabled device such as a tablet or smartphone. Please go to https:// web.lumiagm.com/121-209-157 on the day.
An active internet connection is required at all times in order to allow you to cast your vote when the poll opens, submit questions and watch the online broadcast of the meeting. It is your responsibility to ensure you remain connected for the duration of the meeting.
Logging In
| Aviva plc 2023 AGM | |
|---|---|
| SRN | |
| PIN | |
| LOGIN |
web.lumiagm.com/121-209-157, you will be asked to enter your unique Shareholder Reference Number and Personal Identification Number. These can be found printed on your AGM Form of Proxy, Voting Instruction Form, the Aviva SA annual summary, Notice of Availability or the Aviva AGM Notification email. If you are attending as a proxy, corporate representative or an indirect investor, you should contact Computershare to obtain log in details.
Access to the meeting will be available from 9am on Thursday, 4 May 2023; however, please note that your ability to vote will not be enabled until the Chair formally declares the poll open.
The meeting will be broadcast and you will be able to see the presenters. Once logged in, and at the commencement of the meeting, you will be able to watch the proceedings of the meeting on your device.
The presentations and formal business of the meeting will be available to view on the Company's website at www.aviva.com/agm after the meeting.
During the meeting, there will be an opportunity for shareholders, proxies and corporate representatives to ask questions on the business of the meeting. If you are attending the AGM at Carrow Road and wish to ask a question, please make your way to the question registration desk located on the Top of the Terrace, Level 2, before the meeting starts, where a marshal will assist you. During the meeting, questions may be registered at the question registration desk in the Gunn Club, Level 1. If you are attending the AGM electronically, you may submit questions via the Lumi system, as described on page 16.
Shareholders attending the AGM have the right to ask questions relating to the business of the AGM and the Company has an obligation to cause such questions to be answered unless they fall within any of the statutory exceptions. No answer will therefore be required to be given if: (i) it is undesirable in the interests of the Company or the good order of the AGM; (ii) to do so would unduly interfere with the preparation for the meeting or involve the disclosure of confidential information; or (iii) the answer has already been given on a website in the form of an answer to a question. Questions will be invited before the resolutions are formally put to the vote.
If you're unable to attend the meeting but would like to ask a question relating to the business of the meeting or would like to follow up on any answers given to a question at the meeting, please send your question by email to [email protected], and we will endeavor to provide you with a response as soon as possible.
Shareholders attending electronically may ask questions by typing and submitting their questions in writing. Select the messaging icon from within the navigation bar and type your question at the top of the screen. To submit your question, click the send button to the right of the text box.
Once the Chair has formally opened the meeting, he will explain the voting procedure. Once voting has opened, the polling icon will appear on the navigation bar. From here, the resolutions and voting choices will be displayed.
Select the option that corresponds with how you wish to vote. Once you have selected your choice, the option will change colour and a message will confirm that your vote has been cast and received – there is no submit button. If you make a mistake or wish to change your vote, simply select the correct choice. If you wish to "cancel" your vote, select the "cancel" button. You will be able to do this at any time whilst the poll remains open and before the Chair announces its closure.
A map showing the location of the AGM is available on your Attendance Card, which has either been sent to you or is available online at www.investorcentre.co.uk/eproxy
You may not use any electronic address provided in either this Notice of AGM or any related documents (including the AGM Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.
Please note that any electronic communication sent to the Company or the Registrar, Computershare, that is found to contain a computer virus will not be accepted.
If you require any help or further information regarding your shareholding, including help on how to register your email address to receive shareholder communications electronically, please contact Computershare using the contact details below:
We're 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.
www.computershare.co.uk/contactus
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ, United Kingdom
If you require any help or further information regarding your ADS holding, please contact the ADS Depositary, who maintains the Company's register of ADS holders, using the contact details below:
(1 877-CITI-ADR), or +1 781 575 4555 if you're calling from outside the US. Lines are open from 8.30am to 6pm, Monday to Friday (EST).
Citibank Shareholder Services, PO Box 43077, Providence, Rhode Island 02940-3077 USA
If you would like to request a copy of the Notice of AGM in an alternative format please contact our Registrar, Computershare, on 0371 495 0105.
Personal data provided by you, or on your behalf, which relates to you as a shareholder (including your name, contact details, votes and shareholder reference number) will be processed in line with the Company's privacy policy which is available at www.aviva.com/investors/shareholder_privacy_policy/
The meeting, including Q&A sessions with shareholders, as well as background shots of those present in the auditorium, will be recorded on film. These images and stills from the footage may be published on our website or used in future publications online or in print. If you attend the AGM in person you may be included in images or in the recording of the meeting.
Registered office: St Helen's, 1 Undershaft, London EC3P 3DQ
Registered in England and Wales No. 2468686
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