Notice of 2025 Annual General Meeting

The Aviva Centre, Brierly Furlong, Stoke Gifford, Bristol, BS34 8SW On Wednesday, 30 April 2025 at 9am

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 Markets 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.

Dear Shareholder

Annual General Meeting (AGM) of Aviva plc (Aviva or the Company)

I am pleased to share with you the arrangements for this year's AGM which will be held at 9am on Wednesday, 30 April 2025 at the Aviva Centre, Brierly Furlong, Stoke Gifford, Bristol, BS34 8SW (The Aviva Centre, Bristol). For those unable to attend in person, you will also be able to take part in the meeting online.

Arrangements for the meeting

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, this year's meeting will be held in Bristol, a city where Aviva has had a presence for many years.

You can find details of how to get to The Aviva Centre, Bristol on page 19 of this Notice of AGM. We ask you to use the tick box on the Form of Proxy to confirm if you intend to attend the AGM in person to help us plan appropriately. We will give priority in our auditorium to those who have registered, in order of registration, and if you do not register you may have to be accommodated in another room if the auditorium is full. Guests of shareholders, other than carers, will not be permitted to attend at The Aviva Centre, Bristol.

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 meetnow.global/ AVIVAAGM2025. Please refer to pages 16 to 19 of this Notice of AGM, where you will find full details of how to join, vote and ask questions online.

Shareholders' questions

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 would 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 and will be dealt with appropriately.

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.

Board of Directors

Since the 2024 AGM, we welcomed Cheryl Agius and Neil Morrison as Non-Executive Directors to the Board.

Neil Morrison joined the Board as a Non-Executive Director on 17 June 2024. Neil's knowledge of Aviva's products and operations, the London market as a past Lloyd's coverholder, and the competitive and regulatory landscape Aviva operates within makes him a valuable addition to the Board.

The Board recommends the election and re-election of all Directors seeking election and re-election. Biographies for each Director can be found on Appendix 1 of this Notice of AGM.

Further information is set out in the explanatory notes on page 8.

Voting arrangements

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 page 17 of this Notice of AGM. Information about the Proxymity voting platform can be found on page 17 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:

9am on Monday, 28 April 2025 for ordinary shareholders; or
9am on Wednesday, 23 April 2025 for members of the Aviva Share Account.

If you attend the AGM in person at The Aviva Centre, Bristol, you will be provided with a handheld voting device on the day. Guidance will be provided alongside the device to assist with its use during voting. If you attend the AGM electronically and would like to cast your vote on the day, you can do so by using the facility described on page 19.

Business of the meeting

I would like to draw your particular attention to the following items of business in the Notice of AGM.

Resolutions 22 and 24

We announced on 23 December 2024 that we had reached an agreement on the terms of a recommended cash and share offer (the 'Acquisition') for Direct Line Insurance Group plc ('Direct Line') by way of a scheme of arrangement (the 'Scheme').

Direct Line shareholders approved the Scheme at a general meeting held on 10 March 2025. Completion of the Acquisition remains subject to the satisfaction or, where permitted, waiver of the remaining conditions to the Scheme. It is expected that the Scheme will become effective and the Acquisition will complete in mid-2025.

Certain resolutions are being proposed at the AGM in connection with the Acquisition. Direct Line currently has in issue a series of RT1 securities, (the 'Direct Line RT1s'), which currently count as Tier 1 capital for Direct Line and constitute direct, unsecured obligations of Direct Line. The Direct Line RT1s are convertible into ordinary shares of Direct Line upon a Conversion Trigger Event (as defined in the Explanatory Notes to Resolution 22) occurring. In the event that the Acquisition completes, it is expected that the Direct Line RT1s will be outstanding at that time. In accordance with the terms of the Direct Line RT1s, the Company intends to undertake to the trustee of the Direct Line RT1s to deliver ordinary shares in the Company to or on behalf of the holders of the Direct Line RT1s in place of Direct Line ordinary shares should a Conversion Trigger Event occur.

Chair's Letter

The Board recommends the election and re-election of all Directors seeking election and re-election. Biographies for each Director can be found on Appendix 1 of this Notice

Further information is set out in the explanatory notes

Please submit your completed proxy appointment and voting instruction forms to the Company's Registrar, Computershare Investor Services PLC (Computershare), as soon as possible,

• 9am on Monday, 28 April 2025 for ordinary shareholders; or • 9am on Wednesday, 23 April 2025 for members of the Aviva

I would like to draw your particular attention to the following

of AGM.

on page 8.

Voting arrangements

of this Notice of AGM.

Share Account.

www.investorcentre.co.uk/eproxy.

but in any event to arrive by no later than:

using the facility described on page 19.

items of business in the Notice of AGM.

Acquisition will complete in mid-2025.

Business of the meeting

Resolutions 22 and 24

Trigger Event occur.

Aviva plc 2 Notice of 2025 Annual General Meeting

'Scheme').

Accordingly, as part of resolutions 22 and 24, authority is being sought from shareholders to allot ordinary shares in the Company should a Conversion Trigger Event occur and for your Directors to be empowered to make such allotment of equity securities.

Resolution 23

Dear Shareholder

Chair's Letter

the meeting online.

ask questions online.

opportunity.

as possible.

Board of Directors

Shareholders' questions

(Aviva or the Company)

Arrangements for the meeting

had a presence for many years.

Annual General Meeting (AGM) of Aviva plc

AVIVAAGM2025. Please refer to pages 16 to 19 of this Notice of AGM, where you will find full details of how to join, vote and

If you can't attend but have a question relating to the business

[email protected] and we will reply as soon

Since the 2024 AGM, we welcomed Cheryl Agius and Neil Morrison as Non-Executive Directors to the Board.

within makes him a valuable addition to the Board.

Cheryl Agius joined the Board as a Non-Executive Director on 21 May 2024. Cheryl was also appointed as a Non-Executive Director and Chair of Aviva Investors Holdings Limited on 21 May 2024. Cheryl's extensive experience of both listed and regulated financial services companies and her knowledge of the Aviva Group make her a strong addition to the Board. Neil Morrison joined the Board as a Non-Executive Director on 17 June 2024. Neil's knowledge of Aviva's products and operations, the London market as a past Lloyd's coverholder, and the competitive and regulatory landscape Aviva operates

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 and will be dealt with appropriately.

of the meeting, please contact us by email at

You can join the meeting online at meetnow.global/

This resolution seeks approval for the disapplication of preemption rights of no more than 10% of the issued ordinary share capital of the Company. The 2022 Pre-emption Group Guidelines provide 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 a second authority to allot 10% of issued ordinary share capital of the Company in respect of specified capital investments at the 2025 AGM.

Resolutions 26 and 27

You will have received a separate notice of general meeting regarding our proposals to retire our Aviva preference shares. At the time of printing this document, the meetings of preference shareholders and ordinary shareholders to obtain the requisite support for these proposals have not yet taken place. We are therefore, as in previous years, requesting authority to purchase Aviva's preference shares. If shareholders approve the cancellation of the preference shares at the shareholder meetings to be held on 15 April 2025, in line with your Board's recommendation, we expect that the preference shares will be cancelled in May 2025, and these authorities will not be needed.

Further information is set out in the explanatory notes.

Recommendation

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 of the Company 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 24 March 2025

Notice is hereby given that the 2025 AGM of Aviva plc will be held at 9am on Wednesday, 30 April 2025 at the Aviva Centre, Brierly Furlong, Stoke Gifford, Bristol, BS34 8SW (The Aviva Centre, Bristol), with facilities to attend electronically, for the transaction of the following business:

To consider and, if thought fit, to pass the following resolutions, of which resolutions 1 to 22 (inclusive) will be proposed as ordinary resolutions and all other resolutions will be proposed as special resolutions.

Ordinary Resolutions

Annual Report and Accounts

To receive and consider the Company's Annual Report and Accounts for the financial year ended 31 December 2024 (the 2024 Annual Report).

Directors' Remuneration Report

To approve the Directors' Remuneration Report set out on pages 118 to 135 of the 2024 Annual Report, excluding the Directors' Remuneration Policy set out on pages 136 to 144 of the 2024 Annual Report.

Climate-related Financial Disclosure

To approve the Company's Climate-related Financial Disclosure for 2024 set out on pages 71 to 73 of the 2024 Annual Report.

Dividend

To declare, subject to the condition below, a final dividend for the year ended 31 December 2024 of 23.8 pence per ordinary share of 32 17/19 pence nominal value, payable on Thursday, 22 May 2025 to ordinary shareholders named on the Register of Members as at the close of business on Friday, 11 April 2025.

The dividend is conditional upon the Directors not having determined (at their discretion) to cancel the dividend at any point prior to its payment.

Election of Directors

1. To elect Cheryl Agius as a Director of the Company.
1. To elect Neil Morrison as a Director of the Company.

Re-election of Directors

1. To re-elect George Culmer as a Director of the Company.
1. To re-elect Amanda Blanc as a Director of the Company.
1. To re-elect Charlotte Jones as a Director of the Company.
1. To re-elect Andrea Blance as a Director of the Company.
1. To re-elect Ian Clark as a Director of the Company.
1. To re-elect Patrick Flynn as a Director of the Company.
1. To re-elect Shonaid Jemmett-Page as a Director of the Company.
1. To re-elect Mohit Joshi as a Director of the Company.
1. To re-elect Pippa Lambert as a Director of the Company.
1. To re-elect Jim McConville as a Director of the Company.
1. To re-elect Michael Mire as a Director of the Company.

Re-appointment and remuneration of the Auditor

1. To re-appoint Ernst & Young LLP as Auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid.
1. To authorise the Audit Committee to determine the Auditor's remuneration.

Political donations

1. That in accordance with sections 366 and 367 of the Companies Act 2006 (the Act) the Company, and all companies that are its subsidiaries at any time during the period for which this resolution has effect, be authorised, in aggregate, to:
2. a. make donations to political parties or independent election candidates, not exceeding £100,000;
3. b. make donations to political organisations other than political parties, not exceeding £100,000; and
4. c. incur political expenditure, not exceeding £100,000,

(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 Annual General Meeting or, if earlier, 1 July 2026, provided that the aggregate amount may comprise sums in different currencies that shall be converted at such rate as the Directors may in their absolute discretion determine.

Authority to allot ordinary shares

1. To generally and unconditionally authorise the Directors in accordance with section 551 of the Act to exercise all the powers of the Company to allot ordinary shares in the Company or grant rights to subscribe for or to convert any security into ordinary shares in the Company:
2. a. up to an aggregate nominal amount of £293 million; and
3. b. up to a further aggregate nominal amount of £293 million in connection with a fully pre-emptive offer to:
  - i. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  - ii. holders of other equity securities as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary, 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, or legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

Unless previously renewed, revoked or varied, the authorities conferred by this resolution 21 shall apply in substitution for all existing authorities under section 551 of the Act (save for (i) to the extent unutilised, the authority of the Directors to allot ordinary shares in the Company pursuant to an offer or arrangement made by the Company before the expiry of the authority granted to the Directors pursuant to resolution 21 at the Company's Annual General Meeting held on 2 May 2024, including in respect of the ordinary shares in the Company to be issued pursuant to the Acquisition; and (ii) any authority conferred by resolution 22) 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 2026 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 may allot shares or grant such rights under such an offer or agreement as if the authority conferred hereby had not expired.

Additional authority to allot new ordinary shares in relation to issuances of SII Instruments and/or the conversion of the Direct Line RT1s

Political donations

in aggregate, to:

That in accordance with sections 366 and 367 of the Companies Act 2006 (the Act) the Company, and all companies that are its subsidiaries at any time during the period for which this resolution has effect, be authorised,

a. make donations to political parties or independent election candidates, not exceeding £100,000; b. make donations to political organisations other than political parties, not exceeding £100,000; and c. incur political expenditure, not exceeding £100,000, (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 Annual General Meeting or, if earlier, 1 July 2026, provided that the aggregate amount may comprise sums in different currencies that shall be converted at such rate as the

Directors may in their absolute discretion determine.

security into ordinary shares in the Company:

b. up to a further aggregate nominal amount of

To generally and unconditionally authorise the Directors in accordance with section 551 of the Act to exercise all the powers of the Company to allot ordinary shares in the Company or grant rights to subscribe for or to convert any

a. up to an aggregate nominal amount of £293 million;

£293 million in connection with a fully pre-emptive

i. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and ii. holders of other equity securities as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary, 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, or legal, regulatory or practical problems in, or under the laws of, any territory or any other matter. Unless previously renewed, revoked or varied, the authorities conferred by this resolution 21 shall apply in substitution for all existing authorities under section 551 of the Act (save for (i) to the extent unutilised, the authority of the Directors to allot ordinary shares in the Company pursuant to an offer or arrangement made by the Company before the expiry of the authority granted to the Directors pursuant to resolution 21 at the Company's Annual General Meeting held on 2 May 2024, including in respect of the ordinary shares in the Company to be issued pursuant to the Acquisition; and (ii) any authority conferred by resolution 22) 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 2026 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 may allot shares or grant such rights under such an offer or agreement as if the

authority conferred hereby had not expired.

Aviva plc 4 Notice of 2025 Annual General Meeting

Authority to allot ordinary shares

and

offer to:

To consider and, if thought fit, to pass the following resolutions, of which resolutions 1 to 22 (inclusive) will be proposed as ordinary resolutions and all other resolutions will

Notice of 2025 Annual General Meeting

To receive and consider the Company's Annual Report and Accounts for the financial year ended 31 December
To approve the Directors' Remuneration Report set out on pages 118 to 135 of the 2024 Annual Report, excluding the Directors' Remuneration Policy set out on pages 136 to 144
To approve the Company's Climate-related Financial Disclosure for 2024 set out on pages 71 to 73 of the 2024
To declare, subject to the condition below, a final dividend for the year ended 31 December 2024 of 23.8 pence per ordinary share of 32 17/19 pence nominal value, payable on Thursday, 22 May 2025 to ordinary shareholders named on the Register of Members as at the close of

The dividend is conditional upon the Directors not having determined (at their discretion) to cancel the dividend at

To elect Cheryl Agius as a Director of the Company. 6. To elect Neil Morrison as a Director of the Company.
To re-elect George Culmer as a Director of the Company. 8. To re-elect Amanda Blanc as a Director of the Company. 9. To re-elect Charlotte Jones as a Director of the Company. 10. To re-elect Andrea Blance as a Director of the Company. 11. To re-elect Ian Clark as a Director of the Company. 12. To re-elect Patrick Flynn as a Director of the Company. 13. To re-elect Shonaid Jemmett-Page as a Director of the
To re-elect Mohit Joshi as a Director of the Company. 15. To re-elect Pippa Lambert as a Director of the Company. 16. To re-elect Jim McConville as a Director of the Company. 17. To re-elect Michael Mire as a Director of the Company. Re-appointment and remuneration of the Auditor 18. To re-appoint Ernst & Young LLP as Auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at
To authorise the Audit Committee to determine the

be proposed as special resolutions.

2024 (the 2024 Annual Report). Directors' Remuneration Report

of the 2024 Annual Report.

Annual Report.

Election of Directors

Re-election of Directors

which accounts are laid.

Auditor's remuneration.

Company.

Dividend

Climate-related Financial Disclosure

business on Friday, 11 April 2025.

any point prior to its payment.

Ordinary Resolutions Annual Report and Accounts

1. In addition to the authority granted pursuant to resolution 21, to unconditionally authorise the Directors in accordance with section 551 of the Act to exercise all the powers of the Company to allot ordinary shares in the Company or grant rights to subscribe for or to convert any security into ordinary shares in the Company up to an aggregate nominal amount of £150 million in connection with:
2. a. any issuance(s) of UK Solvency II (SII) Instruments:
  - i. where the Directors consider that such issuance of SII Instruments would be desirable, including in connection with, or for the purposes of, complying with or maintaining compliance with the regulatory requirements or targets applicable to the Company or to the Group from time to time; and
  - ii. subject to applicable law and regulation, at such allotment, subscription or conversion prices (or such maximum or minimum allotment, subscription or conversion price methodologies) as may be determined by the Directors from time to time; and/or
3. b. subject to completion of the Acquisition, any conversion of the £350 million Fixed Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes issued by Direct Line Insurance Group plc on 7 December 2017 (the Direct Line RT1s) and related issuance of ordinary shares in the Company pursuant to the terms and conditions of the Direct Line RT1s.

Unless previously renewed, revoked or varied, the authority conferred by this resolution 22 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 2026 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 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 22, '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 from time to time, 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 from time to time 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;
ii. convertible into, exchangeable for, or otherwise may result in the issuance of ordinary shares of the Company in the event that the capital or solvency position of the Company, the Group and/or any member of the Group from time to time falls below certain defined levels; and
iii. otherwise on such terms as may be determined by the Directors or a committee thereof upon issue.

Special Resolutions

Disapplications of pre-emption rights

1. That, subject to the passing of resolution 21, the Directors be generally empowered, pursuant to section 570 of the Act, to allot equity securities (as such phrase is to be interpreted in accordance with section 560(2) of the Act) for cash pursuant to the authority granted by resolution 21 and/or pursuant to section 573 of the Act where the allotment constitutes an allotment of equity securities by virtue of section 560(3) of the Act, in each case free of the restriction in section 561 of the Act, such power to be limited:
2. a. in the case of the authority granted under paragraph (a) of resolution 21 and/or an allotment which constitutes an allotment of equity securities by virtue of section 560(3) of the Act, to the allotment of equity securities:
  - i. in connection with a pre-emptive offer;
  - ii. and otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £88 million; and
3. b. in the case of the authority granted under paragraph (b) of resolution 21, to the allotment of equity securities in connection with a fully pre-emptive offer.

Unless previously renewed, revoked or varied, the powers conferred by this resolution 23 shall apply in substitution for all existing powers under sections 570 and 573 of the Act (save for any power conferred by resolution 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 2026 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 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 23, 'pre-emptive offer' means an offer of equity securities open for acceptance for a period fixed by the Directors to:

i. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
ii. holders of other equity securities as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

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.

Notice of 2025 Annual General Meeting continued

That, subject to the passing of resolution 22, the Directors be empowered, pursuant to section 570 of the Act, to allot equity securities (as such phrase is defined in section 560(1) of the Act and to be interpreted in accordance with section 560(2) of the Act) for cash pursuant to the authority granted by resolution 22, and also be empowered to allot equity securities for non-cash consideration, up to an aggregate nominal amount of £150 million in relation to any issuance(s) of SII Instruments and/or, to the extent applicable and subject to completion of the Acquisition, the issue of ordinary shares in the Company upon any conversion of the Direct Line RT1s pursuant to the terms and conditions of the Direct Line RT1s, free of the restriction in section 561 of the Act in the case of an allotment for cash.

Unless previously renewed, revoked or varied, the power conferred by this resolution 24 shall apply in addition to all other authorities under section 570 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 2026 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 may allot equity securities under such an offer or agreement as if the power conferred hereby had not expired.

For the purpose of this resolution 24, 'SII Instruments' shall have the same meaning as set out in resolution 22.

Purchase of own ordinary shares by the Company

1. That, in accordance with section 701 of the Act, the Company be generally and unconditionally authorised to make one or more market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 32 17/19 pence each in the capital of the Company (ordinary shares) provided that:
2. a. the maximum aggregate number of ordinary shares authorised to be purchased is 267 million;
3. b. the minimum price which may be paid for an ordinary share is 32 pence (exclusive of expenses payable by the Company in connection with the purchase);
4. c. the maximum price which may be paid for an ordinary share (exclusive of expenses payable by the Company in connection with the purchase) is the higher of:
  - (i) an amount equal to 105% of the average market quotation for an ordinary share, as derived from the London Stock Exchange Daily Official List over the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and
  - (ii) an amount equal to the higher of the price of the last independent trade and the highest current independent purchase bid for an ordinary share on the trading venues where the purchase is carried out; and
5. 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 2026, save that the Company may make a contract to purchase ordinary 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 ordinary shares in pursuance of any such contract.

Purchase of own 8¾% cumulative irredeemable preference shares by the Company

1. That, in accordance with section 701 of the Act, the Company be generally and unconditionally authorised to make one or more market purchases (within the meaning of section 693(4) of the Act) of 8¾% cumulative irredeemable preference shares of £1 each in the capital of the Company (8¾% preference shares) provided that:
2. a. the maximum aggregate number of 8¾% preference shares authorised to be purchased is 100 million;
3. b. the minimum price which may be paid for an 8¾% preference share is 25 pence (exclusive of expenses payable by the Company in connection with the purchase);
4. c. the maximum price that may be paid for an 8¾% preference share (exclusive of expenses payable by the Company in connection with the purchase) is the higher of:
  - i. an amount equal to 105% of the average market quotation for an 8¾% preference share, as derived from the London Stock Exchange Daily Official List over the five business days immediately preceding the day on which that 8¾% preference share is contracted to be purchased; and
  - ii. an amount equal to the higher of the price of the last independent trade and the highest current independent purchase bid for an 8¾% preference share on the trading venues where the purchase is carried out; and
5. 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 2026, 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.

Purchase of own 8⅜% cumulative irredeemable preference shares by the Company

That, subject to the passing of resolution 22, the Directors be empowered, pursuant to section 570 of the Act, to allot equity securities (as such phrase is defined in section 560(1) of the Act and to be interpreted in accordance with section 560(2) of the Act) for cash pursuant to the authority granted by resolution 22, and also be empowered to allot equity securities for non-cash consideration, up to an aggregate nominal amount of £150 million in relation to any issuance(s) of SII Instruments and/or, to the extent applicable and subject to completion of the Acquisition, the issue of ordinary shares in the Company upon any conversion of the Direct Line RT1s pursuant to the terms and conditions of the Direct Line RT1s, free of the restriction in section 561 of the Act in the

Notice of 2025 Annual General Meeting continued

Purchase of own 8¾% cumulative irredeemable

That, in accordance with section 701 of the Act, the

of section 693(4) of the Act) of 8¾% cumulative

Company be generally and unconditionally authorised to make one or more market purchases (within the meaning

irredeemable preference shares of £1 each in the capital of the Company (8¾% preference shares) provided that: a. the maximum aggregate number of 8¾% preference shares authorised to be purchased is 100 million; b. the minimum price which may be paid for an 8¾% preference share is 25 pence (exclusive of expenses payable by the Company in connection with the

c. the maximum price that may be paid for an 8¾% preference share (exclusive of expenses payable by the Company in connection with the purchase) is the

contracted to be purchased; and

carried out; and

i. an amount equal to 105% of the average market quotation for an 8¾% preference share, as derived from the London Stock Exchange Daily Official List over the five business days immediately preceding the day on which that 8¾% preference share is

ii. an amount equal to the higher of the price of the last independent trade and the highest current independent purchase bid for an 8¾% preference share on the trading venues where the purchase is

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 2026, 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.

preference shares by the Company

purchase);

higher of:

For the purpose of this resolution 24, 'SII Instruments' shall have the same meaning as set out in resolution 22.

Company be generally and unconditionally authorised to make one or more market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 32 17/19 pence each in the capital of the Company (ordinary

a. the maximum aggregate number of ordinary shares authorised to be purchased is 267 million; b. the minimum price which may be paid for an ordinary share is 32 pence (exclusive of expenses payable by the Company in connection with the purchase); c. the maximum price which may be paid for an ordinary share (exclusive of expenses payable by the Company in connection with the purchase) is the higher of: (i) an amount equal to 105% of the average market quotation for an ordinary share, as derived from the London Stock Exchange Daily Official List over the five business days immediately preceding the day on which that ordinary share is contracted to

(ii) an amount equal to the higher of the price of the last independent trade and the highest current independent purchase bid for an ordinary share on the trading venues where the purchase is carried

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 2026, save that the Company may make a contract to purchase ordinary 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 ordinary shares in pursuance of any such contract.

Aviva plc 6 Notice of 2025 Annual General Meeting

Purchase of own ordinary shares by the Company 25. That, in accordance with section 701 of the Act, the

case of an allotment for cash.

not expired.

shares) provided that:

be purchased; and

out; and

1. That, in accordance with section 701 of the Act, the Company be generally and unconditionally authorised to make one or more market purchases (within the meaning of section 693(4) of the Act) of 8⅜% cumulative irredeemable preference shares of £1 each in the capital of the Company (8⅜% preference shares) provided that:
2. a. the maximum aggregate number of 8⅜% preference shares authorised to be purchased is 100 million;
3. b. the minimum price which may be paid for an 8⅜% preference share is 25 pence (exclusive of expenses payable by the Company in connection with the purchase);
4. c. the maximum price that may be paid for an 8⅜% preference share (exclusive of expenses payable by the Company in connection with the purchase) is the higher of:
  - i. an amount equal to 105% of the average of the middle-market quotations for an 8⅜% preference share, as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that 8⅜% preference share is contracted to be purchased; and
  - ii. an amount equal to the higher of the price of the last independent trade and the highest current independent bid for an 8⅜% preference share on the trading venues where the purchase is carried out; and
5. 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 2026, save that the Company may make a contract to purchase 8⅜% 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 8⅜% preference shares in pursuance of any such contract.

Notice of meetings other than Annual General Meetings

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

Susan Adams Group Company Secretary Aviva plc Registered office: 80 Fenchurch Street, London, EC3M 4AE Registered in England and Wales, No. 2468686 24 March 2025

Ordinary Resolutions Resolution 1 - Annual Report and Accounts

The Directors are required to present to the meeting the Company's audited Annual Report and Accounts for the financial year ended 31 December 2024.

Resolution 2 - Directors' Remuneration Report

This resolution seeks shareholder approval for the Directors' Remuneration Report for the year ended 31 December 2024 (other than the part containing the Directors' Remuneration Policy, which is set out on pages 136 to 144 of the 2024 Annual Report), as required by the Act. The Directors' Remuneration Report appears on pages 118 to 135 of the 2024 Annual Report.

This vote is advisory and therefore does not directly affect the remuneration paid to any Director.

Resolution 3 - Climate-related Financial Disclosure

This resolution seeks approval for the Company's Climaterelated Financial Disclosure for 2024 as set out on pages 71 to 73 of the 2024 Annual Report. 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/sustainability/resources-andreporting-hub.

Resolution 4 - Dividend

The final dividend for the year ended 31 December 2024, as recommended by the Directors, is 23.8 pence per ordinary share. Further information on dividends can be found both on page 147 of the 2024 Annual Report 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) are 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 to 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).

Resolutions 5 to 17- Election and Re-election of Directors

In accordance with the Company's Articles of Association, all Directors will retire and seek re-election at the AGM this year, and Cheryl Agius and Neil Morrison will offer themselves for election by shareholders, having been appointed since the last AGM.

Neil Morrison joined the Board as a Non-Executive Director on 17 June 2024. His significant experience of the Canadian and international insurance market, together with deep insurance knowledge makes him a welcome addition to the Board.

The Board, alongside the Nomination and Governance Committee, regularly reviews the diversity of skills, experience, and knowledge of those on the Board. All the Directors that are submitting themselves for election and reelection are highly experienced and bring valuable skills and knowledge to the Board. Accordingly, the Board considers that the current composition of the Board is both effective and appropriate and recommends the election and re-election of the Directors.

The independence of Directors is continually monitored, to ensure that no relationships or circumstances could interfere with their role and/or judgement.

With the support of its Nomination and Governance Committee, the Board has undertaken appropriate due diligence on each Non-Executive Director's independence, external interests and time commitments. This review 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, with the exception of Michael Mire.

Following careful consideration, the Board considered that Michael should continue to serve on the Board, notwithstanding that he has been appointed longer than nine years as a Non-Executive Director, because he continues to contribute strongly to discussions and continues to bring significant experience of strategy and transformation.

The biographical details of all Directors, correct as at Monday, 10 March 2025, are set out in Appendix 1 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.

Resolution 18 and 19 - Re-appointment and remuneration of the Auditor

Details of the work undertaken by the Auditor, its remuneration and the Company's policy with respect to nonaudit work are set out on pages 106 to 107 of the Annual Report.

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 Ernst & Young LLP be re-appointed as Auditor.

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. Resolution 19 authorises the Audit Committee to decide on the level of such remuneration.

Resolution 20 - Political donations

Resolution 20 seeks to renew the authority granted at the 2024 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.

It is not the policy of the Company to give any money for political purposes in the UK nor does it make any donations to political organisations or incur political expenditure within or outside the UK.

Explanatory Notes continued

Ordinary Resolutions

Explanatory Notes

Resolution 1 - Annual Report and Accounts

financial year ended 31 December 2024.

remuneration paid to any Director.

reporting-hub.

were paid).

of Directors

last AGM.

Board.

Resolution 4 - Dividend

website at www.aviva.com/dividends.

The Directors are required to present to the meeting the Company's audited Annual Report and Accounts for the

The independence of Directors is continually monitored, to ensure that no relationships or circumstances could interfere

Following careful consideration, the Board considered that

notwithstanding that he has been appointed longer than nine years as a Non-Executive Director, because he continues to contribute strongly to discussions and continues to bring significant experience of strategy and transformation.

The biographical details of all Directors, correct as at Monday, 10 March 2025, are set out in Appendix 1 of this Notice of AGM. In the Board's view, these illustrate why each Director's

remuneration and the Company's policy with respect to nonaudit work are set out on pages 106 to 107 of the Annual

It is not the policy of the Company to give any money for political purposes in the UK nor does it make any donations to political organisations or incur political expenditure within or

Resolution 20 - Political donations

contribution is, and continues to be, important to the

Details of the work undertaken by the Auditor, its

Company's long-term sustainable success. Resolution 18 and 19 - Re-appointment and remuneration of the Auditor

Michael should continue to serve on the Board,

the Directors.

Michael Mire.

Report.

Auditor.

remuneration.

expenditure.

outside the UK.

Aviva plc 8 Notice of 2025 Annual General Meeting

with their role and/or judgement.

Resolution 2 - Directors' Remuneration Report

Resolution 3 - Climate-related Financial Disclosure This resolution seeks approval for the Company's Climaterelated Financial Disclosure for 2024 as set out on pages 71 to 73 of the 2024 Annual Report. 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/sustainability/resources-and-

In compliance with the rules issued by the Prudential

Resolutions 5 to 17- Election and Re-election

Regulation Authority (PRA) and other regulatory requirements to which Aviva plc and its subsidiaries (the Group) are 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 to 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

However, the definitions of political donations and political expenditure used in the Act are very wide. It is therefore possible that normal business activities, such as engaging with the Company's stakeholders to ensure that issues and concerns affecting the operations of Aviva are considered and addressed, 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, we are seeking authority to allow the Company and its UK subsidiaries to incur this type of expenditure up to a total aggregate limit of £100,000.

This resolution is not intended to authorise any particular donation or expenditure but is expressed in general terms as required by the Act. The authority will not be used to make political donations within the normal meaning of that expression.

Any political donation made or political expenditure incurred that is in excess of £2,000 will be disclosed in our Annual Report and Accounts for next year, as required by relevant legislation.

Resolution 21 - Authority to allot ordinary shares

The authority conferred on the Directors at the 2024 AGM 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.

Paragraph (a) of resolution 21 will give the Directors the general authority to allot up to a maximum aggregate nominal amount of £293 million of ordinary shares, being equivalent to approximately one-third of the Company's issued ordinary share capital as at the close of business on Monday, 10 March 2025.

Paragraph (b) of resolution 21 will give authority to the Directors to allot up to a maximum aggregate nominal amount of £293 million of ordinary shares, being equivalent to approximately one-third of the Company's issued ordinary share capital as at the close of business on Monday, 10 March 2025, provided the allotment is made in connection with a fully pre-emptive offer in favour of holders of equity securities (which would include ordinary shareholders). Together with the nominal value of any shares allotted or rights granted under the authority conferred by paragraph (a) of resolution 21 would amount to £586 million representing approximately two-thirds of the Company's issued ordinary share capital as at the close of business on Monday, 10 March 2025.

Paragraph (b) of resolution 21 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, a further authority be conferred on the Directors to allot shares in connection with a fully pre-emptive offer in favour of holders of equity securities (which would include ordinary shareholders).

The authorities sought in paragraphs (a) and (b) of resolution 21 are in addition to, and not in substitution for, the authority conferred by resolution 22 described in this Notice of AGM and, to the extent unutilised, the authority of the Directors to allot ordinary shares in the Company pursuant to an offer or arrangement made by the Company before the expiry of the authority granted to the Directors pursuant to resolution 21 at the Company's annual general meeting held on 2 May 2024 (including in respect of the ordinary shares in the Company to be issued pursuant to the terms of the Acquisition) but are otherwise in substitution for all other existing authorities, and are without prejudice to previous allotments made under such existing authorities.

The Directors are also seeking under resolution 22 renewed authority for the allotment of new ordinary shares in relation to issuances of SII Instruments and authority for the allotment of new ordinary shares in the event of the conversion of the Direct Line RT1s should a conversion event occur following the completion of the Acquisition.

The authorities conferred by resolution 21 will remain in force until the end of the AGM in 2026 or, if earlier, 1 July 2026. The Directors have no present intention of exercising these authorities. The authority is, however, sought to ensure that the Company retains flexibility in managing the Group's capital resources. Annual review of this authority is sought in accordance with best practice. As at Monday, 10 March 2025, the Company did not hold any treasury shares.

Resolution 22 - Additional authority to allot new ordinary shares in relation to issuances of SII Instruments and/or the conversion of the Direct Line RT1s

Issuances of SII Instruments

The Group is subject to the UK Solvency II 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 22 may be used if the Directors believe that an issuance of SII Instruments would be desirable to ensure 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 22 is not an indication of whether the Company will issue any 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 instruments, the terms and conditions of the SII Instruments will specify at the outset a mechanism for setting the applicable allotment, subscription or conversion price. Resolution 22 gives the Directors authority to set such terms and conditions.

Conversion of Direct Line RT1s

Direct Line Insurance Group plc (Direct Line) currently has in issue the Direct Line RT1s, which currently count towards the Tier 1 capital of Direct Line and the Direct Line consolidation group and constitute direct, unsecured obligations of Direct Line. Pursuant to the terms and conditions of the Direct Line RT1s (the Direct Line RT1 Conditions), the Direct Line RT1s are convertible into ordinary shares of Direct Line in the event

Explanatory Notes continued

that the solvency or capital position of Direct Line or the Direct Line group fall below certain defined levels (referred to as a "Conversion Trigger Event" in the Direct Line RT1 Conditions). The Direct Line RT1s are admitted to trading on the Global Exchange Market of the Irish Stock Exchange plc trading as Euronext Dublin.

Upon completion of the Acquisition, it is expected that the Direct Line RT1s will be outstanding at that time. The Directors intend that, within seven days of completion of the Acquisition, the Company will, in accordance with the Direct Line RT1 Conditions, undertake to the trustee of the Direct Line RT1s to deliver ordinary shares in the Company to or on behalf of the holders of the Direct Line RT1s should a Conversion Trigger Event occur (the RT1 Undertaking).

The number of ordinary shares in the Company to be delivered upon a Conversion Trigger Event under the RT1 Undertaking will be determined on the basis of the relevant conversion price in accordance with the Direct Line RT1s Conditions. The new conversion price then applicable should be published through Euronext Dublin in accordance with the Direct Line RT1 conditions within 10 days following the completion of the Acquisition.

As part of resolution 22, the Directors are therefore seeking authority from the shareholders to allot ordinary shares in the Company should a Conversion Trigger Event occur pursuant to the Direct Line RT1 Conditions.

Resolution 22, 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 (i) the issue of SII Instruments and/or (ii) subject to completion of the Acquisition, the issue of ordinary shares in the Company upon conversion of the Direct Line RT1s should a Conversion Trigger Event occur, which is, in aggregate, equivalent to approximately 17.03% of the issued ordinary share capital of the Company, as at Monday, 10 March 2025, being the latest practicable date before the printing of this document, and equivalent to approximately 14.91% of the expected issued ordinary share capital of the enlarged Group following completion of the Acquisition.

To the extent that resolution 22 relates to the allotment of ordinary shares in the Company upon conversion of the Direct Line RT1s, it is conditional on completion of the Acquisition, but is not a condition to the Acquisition.

Special resolutions

Resolution 23 and 24 - Disapplications of pre-emption rights

If the Company allots new equity securities (other than in connection with an employee share scheme or any scrip dividend programme that may be operated from time to time), it is required by the Act to first offer the securities to existing shareholders in proportion to their existing holdings (known as pre-emption rights) but the Directors may seek shareholder approval to disapply pre-emption rights or issue equity securities on a non-pre-emptive basis.

Resolution 23 renews and increases the authority given to the Directors at the 2024 AGM to allot equity securities on a nonpre-emptive basis to ordinary shareholders by way of a fully pre-emptive offer, for example, where legal practical difficulties in jurisdictions outside the UK may prevent the allocation of shares on a pro rata basis. Resolution 23 would grant the authority to allot up to 10% of the issued ordinary share capital of the Company as at Monday, 10 March 2025 for cash without first offering them to existing shareholders.

The Directors confirm that should they utilise the authority in resolution 23, they intend to follow the shareholder protections set out in Part 2B of the Statement of Principles to the extent reasonably practicable and relevant (the Company is not seeking authority for follow-on offers).

The Company is not requesting additional authority to allot issued share capital for specified additional purposes as would be in line with the limits suggested by the Pre-emption Group 2022 Statement of Principles for disapplication of preemption rights (the Statement of Principles).

The authority being sought in resolution 23 is in addition to and not in substitution for any authority conferred by resolution 24 but is in substitution for any other existing authorities without prejudice to previous allotments made under such authorities. The authority conferred by resolution 23 will expire at the conclusion of the next AGM of the Company or, if earlier, 1 July 2026.

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.

Resolution 24 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 and/or, to the extent applicable, in connection with the conversion of the Direct Line RT1s, which is equivalent to 17.03% of the issued ordinary share capital of the Company, as at Monday, 10 March 2025, being the latest practicable date before the printing of this document, and approximately 14.91% of the expected issued ordinary share capital of the enlarged Group following completion of the Acquisition, 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. In addition, resolution 24 would also permit, to the extent applicable, the allotment of equity securities in connection with the Conversion of the Direct Line RT1s should a Conversion Trigger Event occur pursuant to the Direct Line RT1 Conditions.

Resolution 24 would permit the Company the flexibility necessary to allot equity securities pursuant to any proposal to issue SII Instruments and/or, to the extent applicable, in connection with the conversion of the Direct Line RT1s without the need to comply with the strict pre-emption requirements of the UK statutory regime. Together with resolution 22, resolution 24 is intended to provide the Directors with the power to commit the Company, if required, to issue ordinary shares in the Company upon the occurrence of a Conversion Trigger Event in accordance with the Direct Line RT1 Conditions and the RT1 Undertaking and 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. Such flexibility to issue SII Instruments 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 22 and 24 are in addition to the authorities proposed in resolutions 21 and 23, 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

Explanatory Notes continued

The Directors confirm that should they utilise the authority in

protections set out in Part 2B of the Statement of Principles to the extent reasonably practicable and relevant (the Company

The authority being sought in resolution 23 is in addition to and not in substitution for any authority conferred

by resolution 24 but is in substitution for any other existing authorities without prejudice to previous allotments made under such authorities. The authority conferred by resolution 23 will expire at the conclusion of the next AGM of

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

Resolution 24 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 and/or, to the extent applicable, in connection with the conversion of the Direct Line RT1s, which is equivalent to 17.03% of the issued ordinary share capital of the Company, as at Monday, 10 March 2025, being the latest practicable date before the printing of this document, and approximately 14.91% of the expected issued ordinary share capital of the enlarged Group following completion of the Acquisition, as if section 561 of the Act, to the extent applicable, did not apply to any such allotment.

management of its capital in the most efficient and economical way for the benefit of shareholders.

resolution 23, they intend to follow the shareholder

is not seeking authority for follow-on offers).

emption rights (the Statement of Principles).

the Company or, if earlier, 1 July 2026.

resolutions.

RT1 Conditions.

Aviva plc 10 Notice of 2025 Annual General Meeting

Upon completion of the Acquisition, it is expected that the Direct Line RT1s will be outstanding at that time. The Directors

Acquisition, the Company will, in accordance with the Direct Line RT1 Conditions, undertake to the trustee of the Direct Line RT1s to deliver ordinary shares in the Company to or on behalf of the holders of the Direct Line RT1s should a Conversion Trigger Event occur (the RT1 Undertaking). The number of ordinary shares in the Company to be delivered upon a Conversion Trigger Event under the RT1 Undertaking will be determined on the basis of the relevant conversion price in accordance with the Direct Line RT1s Conditions. The new conversion price then applicable should be published through Euronext Dublin in accordance with the Direct Line RT1 conditions within 10 days following the

As part of resolution 22, the Directors are therefore seeking authority from the shareholders to allot ordinary shares in the Company should a Conversion Trigger Event occur pursuant

To the extent that resolution 22 relates to the allotment of ordinary shares in the Company upon conversion of the Direct Line RT1s, it is conditional on completion of the Acquisition,

shareholder approval to disapply pre-emption rights or issue

intend that, within seven days of completion of the

trading as Euronext Dublin.

Explanatory Notes continued

completion of the Acquisition.

to the Direct Line RT1 Conditions.

following completion of the Acquisition.

but is not a condition to the Acquisition.

Resolution 23 and 24 - Disapplications of

as pre-emption rights) but the Directors may seek

equity securities on a non-pre-emptive basis.

Special resolutions

pre-emption rights

in addition to, the exercise of any powers under these resolutions 22 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, insofar as it relates to the issuance of SII Instruments.

The authorities sought in resolutions 22 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 2026. However, the Directors may seek similar authorities in the future.

To the extent that resolution 24 relates to the issue of ordinary shares in the Company upon conversion of the Direct Line RT1s, it remains conditional on completion of the Acquisition, but is not a condition to the Acquisition.

Resolution 25 - Purchase of own ordinary shares by the Company

Resolution 25 renews the authority granted at the 2024 AGM for the Company to buy back its own ordinary shares in the market. The authority limits the number of ordinary shares that could be purchased to a maximum of 267 million (representing less than 10% of the issued ordinary share capital of the Company as at the close of business on Monday, 10 March 2025). 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 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 Monday, 10 March 2025, there were options and awards over 70,883,514 ordinary shares, which represented 2.65% 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 2024 AGM and the authority proposed to be granted under resolution 25 were exercised in full, these options and awards would represent 3.32% of the Company's issued ordinary share capital calculated as at that date.

This percentage would reduce to 2.94% if no purchases are made under the authority granted at the 2024 AGM, but the authority proposed to be granted under resolution 25 was exercised in full. As at the close of business on Monday, 10 March 2025, the Company did not hold any treasury shares and no warrants over ordinary shares in the capital of the Company existed.

The authorities will remain in force until the end of the AGM in 2026 or, if earlier, 1 July 2026.

Resolutions 26 and 27 - Purchase of own preference shares by the Company

Resolutions 26 and 27, which will be proposed as special resolutions, seek to renew the authorities granted at the 2024 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 2026.

You will have received a separate notice of general meeting regarding our proposals to retire the Aviva preference shares. At the time of printing this document, the meetings of preference shareholders and ordinary shareholders to obtain the requisite support for these proposals have not yet taken place. We are therefore, as in previous years, requesting authority to purchase Aviva's preference shares. If shareholders approve the cancellation of the preference shares at the shareholder meetings to be held on 15 April 2025, we expect that the preference shares will be cancelled in May 2025, and these authorities will not be needed.

The purpose of these resolutions is to provide the Company with flexibility in managing its capital effectively, in the event that the cancellation proposals do not proceed. In doing so, it is important to have a capital base which is adequate for the business and comprises the most appropriate mix of capital instruments. The Directors believe that it is in the best interests of the Company and its shareholders as a whole to have this authority.

These authorities will be exercised only in the event that the cancellation proposals do not proceed and if the Directors believe that to do so would be in the best interests of shareholders as a whole. As part of any 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.

Resolution 28 - Notice of meetings other than Annual General Meetings

The Act requires listed companies to call general meetings on at least 21 clear days' notice unless shareholders have approved the calling of general meetings at shorter notice.

At the 2024 AGM of the Company, shareholders approved the calling of meetings other than an AGM on not less than 14 clear days' notice. The Company would like to preserve this ability and this resolution seeks such approval. In order to allow for the shorter notice period, the Company will continue to make electronic voting available to all shareholders.

In practice, we would always aim to give a longer notice period to ensure all shareholders are able to participate fully. The 14 clear days' notice period would therefore only be used in exceptional circumstances where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. If this authority is used, Aviva would then explain in its next Annual Report the reasons for taking this exceptional action.

The authority will remain in force until the end of the AGM in 2026 or, if earlier, 1 July 2026.

Committee membership key

Chair

Resolutions 26 and 27 - Purchase of own preference

Resolution 28 - Notice of meetings other than

reasons for taking this exceptional action.

2026 or, if earlier, 1 July 2026.

Aviva plc 12 Notice of 2025 Annual General Meeting

The authority will remain in force until the end of the AGM in

The Act requires listed companies to call general meetings on at least 21 clear days' notice unless shareholders have approved the calling of general meetings at shorter notice. At the 2024 AGM of the Company, shareholders approved the calling of meetings other than an AGM on not less than 14 clear days' notice. The Company would like to preserve this ability and this resolution seeks such approval. In order to allow for the shorter notice period, the Company will continue to make electronic voting available to all shareholders. In practice, we would always aim to give a longer notice period to ensure all shareholders are able to participate fully. The 14 clear days' notice period would therefore only be used in exceptional circumstances where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. If this authority is used, Aviva would then explain in its next Annual Report the

Annual General Meetings

You will have received a separate notice of general meeting regarding our proposals to retire the Aviva preference shares.

At the time of printing this document, the meetings of preference shareholders and ordinary shareholders to obtain the requisite support for these proposals have not yet taken place. We are therefore, as in previous years, requesting authority to purchase Aviva's preference shares. If shareholders approve the cancellation of the preference shares at the shareholder meetings to be held on 15 April 2025, we expect that the preference shares will be cancelled in May 2025, and these authorities will not be needed.

shares by the Company

Explanatory Notes continued

may determine.

1 July 2026.

have this authority.

cancelled.

Appointed

Non-Executive Director – Sep 2019 Senior Independent Director – Jan 2020 Chair – May 2020

Experience and competencies

George brings significant board-level exposure with over 20 years' experience as a FTSE 100 Director, including CFO of Lloyds Banking Group plc and, prior to that, CFO of RSA Insurance Group plc. George has also worked at Zurich Financial Services and Prudential plc.

George has a deep understanding of insurance and wider financial services and insight into the challenges that affect Aviva's businesses and the implications for shareholders, which make 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 Holdings plc

• Trustee of the Army Benevolent Fund

Dame Amanda Blanc

Group Chief Executive Officer (CEO)

Appointed

Non-Executive Director - Jan 2020 CEO - July 2020

Experience and competencies

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 as Group CEO at AXA UK PPP & Ireland, and CEO, EMEA & Global Banking at Zurich Insurance Group. Amanda held executive leadership positions at Towergate Insurance Brokers, Groupama Insurance Company and Commercial Union. She served as Chair of the Insurance Fraud Bureau, President of the Chartered Insurance Institute, a member of the Prime Minister's Business Council, and Co-Chair of the UK Transition Taskforce.

Amanda's broad executive experience in the insurance industry makes her well qualified to lead Aviva. Amanda has greatly simplified Aviva and overseen a significant strengthening of Aviva's financial position. Amanda is a director of Aviva Group Holdings Limited.

External appointments

Senior Independent Director of BP plc
Board member of the Association of British Insurers
Member of the UK Government's National Wealth Fund Taskforce

Charlotte Jones

Group Chief Financial Officer (CFO)

Appointed

Group CFO - Sep 2022

Experience and competencies

Charlotte has held a number of executive positions during her career, including CFO of RSA Insurance plc, Interim CEO of the RSA UK & International business, and CFO of Jupiter Fund Management plc. Before that, Charlotte was Head of Group Finance at Credit Suisse Group, Deputy Group CFO at Deutsche Bank Group and an audit partner at EY. Charlotte is a Chartered Accountant.

Charlotte 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.

Charlotte is a director of Aviva Insurance Limited and Aviva Group Holdings Limited.

External appointments

• Member of the Sheffield University Management School Advisory Board

Independent Non-Executive Director

Appointed

Non-Executive Director – May 2024

Experience and competencies

Cheryl is a qualified actuary with over 30 years' experience in the financial services industry. Cheryl was CEO of Saga plc's general insurance business and, prior to that, CEO of Legal & General Group plc's general insurance business. Cheryl held senior leadership roles in Legal & General's retirement division and was responsible for setting up the US retirement business.

Cheryl is currently Chair of Aviva Investors Holdings Limited and previously served as a Non-Executive Director of Aviva Life Holdings UK Limited, Aviva Life & Pensions Limited and Chair of Aviva Equity Release UK Limited, all subsidiaries in the Aviva Group. Cheryl was also Chair of the Aviva Life Holdings UK Limited Conduct and Investment Committees.

Cheryl's extensive experience of both listed and regulated financial services companies and her knowledge of the Aviva Group make her a strong addition to the Board.

External appointments

• Chair and Trustee of British Coal Staff Superannuation Scheme

Appendix 1 continued

Independent Non-Executive Director

Appointed

Non-Executive Director – Feb 2022

Experience and competencies

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 Remuneration Committee Chair of Vanquis Banking Group plc, Senior Independent Director and Audit Committee Chair of ReAssure plc, and Risk Committee Chair of Scottish Widows plc and Lloyds Banking Group Insurance.

External appointments

• Non-Executive Director and Risk Committee Chair of Hargreaves Lansdown plc

Ian Clark

Independent Non-Executive Director

Appointed

Non-Executive Director – Mar 2024

Experience and competencies

Ian is a chartered accountant with over 40 years' experience of working in the financial services industry. He has extensive executive experience, most notably as an equity partner at Deloitte where he led the strategy and corporate finance practice for the insurance sector. Prior to that, he was a partner at Bacon & Woodrow. Ian also has significant experience as a Non-Executive Director of regulated companies.

Ian has a strong knowledge of Aviva and excellent understanding of the General Insurance business and market. He has a very good understanding of the risks faced by the general insurance sector and of the regulatory regime in which it operates, as well as the wider UK regulatory environment. This makes Ian a valuable addition to the Board and Chair of Aviva Insurance Limited.

External appointments

Non-Executive Director of EGV (Holdings) Limited
Treasurer and member of the Court of the Worshipful Company of Insurers
Trustee of African Revival

Senior Independent Director

Appointed

Non-Executive Director - Jul 2019 Senior Independent Director - Sep 2020

Experience and competencies

Patrick is an experienced finance executive and has significant experience in retail, financial and insurance services.

Patrick was previously CFO of ING, a European banking group. Prior to that, Patrick was CFO of HSBC Insurance. He also served as a Non-Executive Director 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 and director of various group subsidiaries

Shonaid Jemmett-Page

Independent Non-Executive Director

Appointed

Non-Executive Director - Dec 2021

Experience and competencies

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 and Chair of the Customer and Sustainability Committee.

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. More recently, Shonaid Chaired Greencoat UK Wind PLC.

External appointments

Chair of ClearBank Ltd
Chair of Cordiant Digital Infrastructure Limited
Non-Executive Director of QinetiQ Group Plc

Independent Non-Executive Director

Appointed

Non-Executive Director – Dec 2020

Experience and competencies

Mohit is CEO and Managing Director of Tech Mahindra Limited, 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 Chair of 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, adding significantly to the skills and expertise of the Board.

External appointments

• Managing Director and Chief Executive Officer of Tech Mahindra Limited

Pippa Lambert

Independent Non-Executive Director

Appointed

Non-Executive Director – Jan 2021

Experience and competencies

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 makes her a valuable Chair of the Remuneration Committee and contributes significantly to the Board discussions in areas relating to people and reward matters.

External appointments

Board Member and Remuneration Committee Chair of Zopa Bank Limited
Trustee of Future Dreams Trust Limited

Independent Non-Executive Director

Appointed

Non-Executive Director – Dec 2020

Experience and competencies

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 CFO 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

Director of The Royal Bank of Scotland International (Holdings) Limited and The Royal Bank of Scotland International Limited.
Trustee of the National Galleries of Scotland

Michael Mire

Non-Executive Director

Appointed

Non-Executive Director – Sep 2013

Experience and competencies

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 the Department of Health and Social Care and the Care Quality Commission in particular gives Michael insight into the Health and Protection market.

Michael also 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

Chair of Luther Systems Ltd
Senior Adviser to Lazard
Neil Morrison

Independent Non-Executive Director

Appointed

Non-Executive Director – June 2024

Experience and competencies

Neil has over 38 years of experience in the insurance industry, most recently as a Managing Partner and Chair of Platform Insurance Management Inc., one of Canada's fastest growing insurance brokers.

Neil's experience includes executive roles with Hub International Limited (US, Canada, Brazil and Caribbean). Prior to this, Neil was President and CEO of Hub International HKMB Ontario where Neil led a diverse executive team focused on delivering great customer service, organic revenue and growth retention, M&A, and strong margin contribution. Neil is a past Chair of the Insurance Institute of Canada and a past Chair of Worldwide Broker Network.

Neil's knowledge of Aviva's products and operations, the London market as a past Lloyd's cover holder, and the competitive and regulatory landscape Aviva operates within makes him a valuable addition to both the Aviva plc and Aviva Canada Inc. Boards.

External appointments

Chair of BOXX Insurance Inc.
Board Observer of InsurePay Inc.

Information for shareholders Share capital / voting rights

As at Monday, 10 March 2025 (being the latest practicable date before the publication of this Notice of AGM) the issued share capital of the Company was 2,677,650,034 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. No shares are held in treasury. Therefore, the total voting rights in the Company as at Monday, 10 March 2025 was 2,677,650,034.

Documents for inspection

Copies of: (i) the Executive Directors' employment contracts; (ii) the Non-Executive Directors' letters of appointment and terms and conditions 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 8.45am until the close of the meeting. You can also arrange to view the documents remotely by contacting [email protected].

Shareholder requisition rights

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.

Website

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.

Voting and proxy arrangements

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 at the meeting

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, meetnow.global/AVIVAAGM2025. Further details can be found in the About the AGM section on page 18.

If a registered shareholder wishes to receive a post meeting confirmation of how their vote was applied at a poll, whether that vote was cast electronically or not, then a request can be made to Computershare by emailing [email protected], no later than 30 days following the date of the meeting. In line with the requirements of the Act, the confirmation will be provided to the registered shareholder no later than 15 days from the day following the announcement of the poll results or receipt of the request, whichever is the later. The confirmation will be provided to the registered shareholder in the manner stipulated by Computershare. Requests must include the registered shareholder's name, address, shareholder reference number and confirm the name of the issuer and the date of the meeting for which they wish to receive a confirmation.

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 The Aviva Centre, Bristol or electronically and voting at the meeting.

If you are unable to attend the meeting or wish to register your proxy appointment/voting instruction now you can do so as follows:

• Online:

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 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.

• By post:

Alternatively, you can complete the 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.

Notes continued

Shareholders who attend the meeting electronically will be able to vote online at the meeting using the AGM website, meetnow.global/AVIVAAGM2025. Further details can be

requirements of the Act, the confirmation will be provided to the registered shareholder no later than 15 days from the day following the announcement of the poll results or receipt of the request, whichever is the later. The

confirmation will be provided to the registered shareholder in the manner stipulated by Computershare. Requests must include the registered shareholder's name, address, shareholder reference number and confirm the name of the issuer and the date of the meeting for which they wish to

Giving your voting instruction in advance of

Aviva Share Account (Aviva SA) members may instruct Computershare Company Nominees Ltd to vote on their

Appointing a proxy in advance of the meeting will not prevent shareholders from subsequently attending the meeting physically at The Aviva Centre, Bristol or

If you are unable to attend the meeting or wish to register your proxy appointment/voting instruction now you can do

You can register your instruction electronically through www.investorcentre.co.uk/eproxy or by accessing the mobile site via the Quick

electronically and voting at the meeting.

Response code.

You will need to have your 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

Employee share plan participants with shares held on the Shareworks site should refer to their AGM notification for

found in the About the AGM section on page 18. If a registered shareholder wishes to receive a post meeting confirmation of how their vote was applied at a poll, whether that vote was cast electronically or not, then a request can be made to Computershare by emailing [email protected], no later than 30 days following the date of the meeting. In line with the

receive a confirmation.

the meeting

to different shares.

behalf on a poll.

so as follows: • Online:

in the process.

• By post:

Aviva plc 16 Notice of 2025 Annual General Meeting

details of how to vote.

Information for shareholders Share capital / voting rights

2,677,650,034.

Notes

Documents for inspection

Shareholder requisition rights

time at which notice is given of the AGM.

Voting and proxy arrangements

A copy of this Notice of AGM, and other information required by section 311A of the Act, can be found at

There are a variety of ways in which a shareholder can provide a voting instruction regarding the resolutions to be

Website

www.aviva.com/agm.

Voting at the meeting

possible in the voting process.

put to the AGM.

Please ensure that you sign the Form of Proxy or the Voting Instruction Form and initial any alterations. If someone other than you signs the 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 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.

• By CREST:

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 9am on Monday, 28 April 2025. 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.

• Proxymity Voting:

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 9am on Monday, 28 April 2025 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.

American Depositary Receipts (ADRs)

If you held Aviva plc ADRs as at 5pm (United States Eastern Standard Time (EST)) on Wednesday, 19 March 2025, you will be entitled to instruct Citibank, N.A. (the ADR Depositary) to vote the shares represented by your ADR at the AGM on your behalf as your proxy.

If you hold your ADR directly on the register of ADR holders maintained by the ADR Depositary, simply complete and return the relevant ADR proxy card provided to the ADR Depositary to arrive by the voting deadline, 10am (EST) on Thursday, 24 April 2025.

If you hold your ADR indirectly through a bank, broker or nominee, you will need to contact them directly to exercise your right to instruct the ADR Depositary to vote the shares represented by your ADR on your behalf as your proxy.

Vote withheld

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.

Proxy appointments must be received by Computershare by no later than 9am on Monday, 28 April 2025 for ordinary shareholders.

Shareholders must inform Computershare in writing of any termination of the authority of a proxy.

Voting instructions must be received by Computershare by no later than 9am on Wednesday, 23 April 2025 for members of the Aviva SA.

Employee share plan participants with shares held on the Shareworks site should refer to their AGM notification for details of how to vote.

The results of the polls

The announcement to the London Stock Exchange will take place 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.

Indirect investor rights

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.

Notes continued

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.

Corporations

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.

Joint shareholders

In the case of joint shareholders only, the vote of the most senior shareholder (as determined by the order in which the names are listed on the register of members) present (electronically, physically or by proxy) at the AGM shall be accepted.

Entitlement to vote

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 Monday, 28 April 2025 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 non-working 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.

Shareholder requests

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; and (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.

About the AGM

The Company's AGM for 2025 will be held at the Aviva Centre, Brierly Furlong, Stoke Gifford, Bristol, BS34 8SW on Wednesday, 30 April 2025 at 9am, with facilities to attend electronically.

Time of the meeting

8am – Registration commences at The Aviva Centre, Bristol for shareholders attending physically.

8am – Access to the AGM website begins for shareholders attending electronically.

8.30am – the Auditorium doors open for shareholders at The Aviva Centre, Bristol.

9am – The AGM commences.

Attending the AGM at The Aviva Centre, Bristol

Please bring with you the Attendance Card, which is attached to the Form of Proxy or Aviva SA Voting Instruction Form, if you attend the AGM physically at The Aviva Centre, Bristol. 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.

Attending the AGM electronically

Shareholders can attend and participate in the meeting electronically, should they wish to do so.

The 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 meetnow.global/ AVIVAAGM2025 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

Notes continued

About the AGM

electronically.

Time of the meeting

attending electronically.

The Aviva Centre, Bristol. 9am – The AGM commences.

Registrar, Computershare.

need any further guidance on this. Attending the AGM electronically

for shareholders attending physically.

The Company's AGM for 2025 will be held at the Aviva Centre, Brierly Furlong, Stoke Gifford, Bristol, BS34 8SW on Wednesday, 30 April 2025 at 9am, with facilities to attend

8am – Registration commences at The Aviva Centre, Bristol

8am – Access to the AGM website begins for shareholders

8.30am – the Auditorium doors open for shareholders at

Attending the AGM at The Aviva Centre, Bristol Please bring with you the Attendance Card, which is attached to the Form of Proxy or Aviva SA Voting Instruction Form, if you attend the AGM physically at The Aviva Centre, Bristol. If you don't have an Attendance Card your right to attend will be verified by the Company's

Representatives of corporate shareholders will have to produce evidence of their proper appointment when attending the AGM. Please contact Computershare if you

Shareholders can attend and participate in the meeting

electronically, should they wish to do so.

connected for the duration of the meeting.

AVIVAAGM2025 on the day.

Logging In

Aviva plc 18 Notice of 2025 Annual General Meeting

on a website under section 527 of the Act.

Corporations

Notes continued

to the same ordinary shares.

Joint shareholders

Entitlement to vote

attend or vote at the meeting. Shareholder requests

accepted.

On accessing the website meetnow.global/ AVIVAAGM2025, you will be asked to enter your unique Shareholder Reference Number and Personal Identification Number. These can be found printed on your 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 invited guest, you should contact Computershare to obtain log in details. Otherwise select 'Invitation' on the login screen then enter your personalised invitation code from the email.

If you have trouble logging in, please follow the instructions on screen.

If you are a guest, select 'Guest' on the login screen. As a guest, you will be prompted to complete all relevant fields including title, first name, last name and email address. Please note, guests will not be able to ask questions.

Access to the meeting will be available from 8am on Wednesday, 30 April 2025; however, please note that your ability to vote will not be enabled until the Chair formally declares the poll open.

Online broadcast

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.

AGM presentations

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.

Questions

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 The Aviva Centre, Bristol and wish to ask a question, please make your way to the question registration desk located in the Atrium before the meeting starts, where a marshal will assist you. If you are attending the AGM electronically, you may submit questions via the Computershare system, as described opposite.

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 endeavour to provide you with a response as soon as possible.

Asking questions online during the meeting

Any eligible member attending the meeting remotely is permitted to partake in the discussion. Press the Q&A icon to submit your question. Type your message into the box at the bottom of the screen and press the 'Send' button.

Voting online during the meeting

Once the Chair has formally opened the meeting, he will explain the voting procedure. Once the voting has opened, the resolutions and voting choices will show up on your screen. To vote, simply select your voting direction from the options shown on screen. Your vote has been cast when the check mark appears. To change your vote, select 'change my vote'. If you wish to cancel your vote, select the 'clear vote' button. You will be able to do this at any time whilst the poll remains open and before the Chair announces its closure.

Transport and venue arrangements for The Aviva Centre, Bristol

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.

The Aviva Centre, Bristol is located at Brierly Furlong, close to Bristol Parkway train station.
A shuttle service will be available from Bristol Parkway to the venue at 8.15am on the day of the meeting.
A map has been provided on the back of the attendance card.
For your personal safety and security, the bags of everyone attending the meeting will be checked. Shareholders are requested not to bring large bags to the meeting. We recommend that you arrive in time to allow for this procedure.
Cameras, recording equipment and other items that may interfere with the good order of the meeting will not be permitted in the Auditorium. You will also be requested to turn off mobile telephones and other portable electronic devices.

Shareholders with special needs

•An induction loop and a speech-to-text transcription will be available for people who are deaf or have a hearing impairment.
•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.

Contact details

Ordinary shareholders and members of the Aviva Share Account

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:

By telephone: 0371 495 0105

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.

By email:

[email protected]

Online:

www.computershare.co.uk/contactus

In writing:

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

American Depositary Receipt Holders

If you require any help or further information regarding your ADR holding, please contact the ADR Depositary, who maintains the Company's register of ADR holders, using the contact details below:

By telephone: 1 877 248 4237

(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).

By email:

[email protected]

In writing:

Citibank Shareholder Services, PO Box 43077, Providence, Rhode Island 02940-3077 USA

Data privacy

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/shareholder-privacy.

Filming the meeting

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. The recording of the formal business of the meeting and presentations will also be made available on our website after the meeting. If you attend the AGM in person you may be included in images or in the recording of the meeting.

Limitations of electronic addresses

You may not use any electronic address provided in either this Notice of AGM or any related documents (including the 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.

Alternative format:

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.

Aviva plc

Registered office: 80 Fenchurch Street, London, EC3M 4AE

Registered in England and Wales No. 2468686

AI Terminal

Aviva PLC

4708_agm-r_2025-03-24_3a30fc9c-b6e9-47b2-8bc4-b7affdaaf7a0.pdf

Notice of 2025 Annual General Meeting

Dear Shareholder

Annual General Meeting (AGM) of Aviva plc (Aviva or the Company)

Arrangements for the meeting

Shareholders' questions

Board of Directors

Voting arrangements

Business of the meeting

Resolutions 22 and 24

Chair's Letter

Resolution 23

Resolutions 26 and 27

Recommendation

Ordinary Resolutions

Annual Report and Accounts

Directors' Remuneration Report

Climate-related Financial Disclosure

Dividend

Election of Directors

Re-election of Directors

Re-appointment and remuneration of the Auditor

Political donations

Authority to allot ordinary shares

Additional authority to allot new ordinary shares in relation to issuances of SII Instruments and/or the conversion of the Direct Line RT1s

Special Resolutions

Disapplications of pre-emption rights

Notice of 2025 Annual General Meeting continued

Purchase of own ordinary shares by the Company

Purchase of own 8¾% cumulative irredeemable preference shares by the Company

Purchase of own 8⅜% cumulative irredeemable preference shares by the Company

Notice of meetings other than Annual General Meetings

Ordinary Resolutions Resolution 1 - Annual Report and Accounts

Resolution 2 - Directors' Remuneration Report

Resolution 3 - Climate-related Financial Disclosure

Resolution 4 - Dividend

Resolutions 5 to 17- Election and Re-election of Directors

Resolution 18 and 19 - Re-appointment and remuneration of the Auditor

Resolution 20 - Political donations

Explanatory Notes continued

Resolution 21 - Authority to allot ordinary shares

Resolution 22 - Additional authority to allot new ordinary shares in relation to issuances of SII Instruments and/or the conversion of the Direct Line RT1s

Issuances of SII Instruments

Conversion of Direct Line RT1s

Explanatory Notes continued

Special resolutions

Resolution 23 and 24 - Disapplications of pre-emption rights

Explanatory Notes continued

Resolution 25 - Purchase of own ordinary shares by the Company

Resolutions 26 and 27 - Purchase of own preference shares by the Company

Resolution 28 - Notice of meetings other than Annual General Meetings

Committee membership key

Appointed

Experience and competencies

External appointments

Dame Amanda Blanc

Appointed

Experience and competencies

External appointments

Charlotte Jones

Appointed

Experience and competencies

External appointments

Appointed

Experience and competencies

External appointments

Appendix 1 continued

Appointed

Experience and competencies

External appointments

Appointed

Experience and competencies

External appointments

Appointed

Experience and competencies

External appointments

Appointed

Experience and competencies