Aviva PLC

AGM Information • Apr 15, 2025

Aviva plc General Meeting – Special Resolutions

Company Number: 2468686

COMPANIES ACT 2006 COMPANY LIMITED BY SHARES

Special Resolutions

of Aviva plc

Passed on 15 April 2025

At the General Meeting of the above-named Company, duly convened and held at Events @ No 6, 6 Alie Street, London, E1 8QT on Tuesday, 15 April 2025, the following resolutions were duly passed as special resolutions of the Company. The resolutions were passed as follows:

Cancellation Resolution

Special Resolution 1

THAT subject to and conditional on the passing of the Advisory Vote Resolution and Special Resolution 2, the share capital of Aviva be reduced by cancelling, extinguishing and repaying:

• a) all of the 100,000,000 8.375% Preference Shares with an amount equal to the aggregate of (i) £1.00; (ii) the 8.375% Special Dividend (as defined in Special Resolution 2); and (iii) the 8.375% Accrued Dividend (the "8.375% Cancellation Amount") being repaid in respect of each 8.375% Preference Share; and
• b) all of the 100,000,000 8.750% Preference Shares with an amount equal to the aggregate of (i) £1.00; (ii) the 8.750% Special Dividend (as defined in Special Resolution 2); and (iii) the 8.750% Accrued Dividend (the "8.750% Cancellation Amount" and together with the 8.375% Cancellation Amount, the "Cancellation Amount") being repaid in respect of each 8.375% Preference Share,

and for the purposes of this Special Resolution 1: (i) each of the "8.375% Accrued Dividend" and "8.750% Accrued Dividend" shall mean an amount equal to the arrears (if any) and accruals of the dividends payable in accordance with the terms of the 8.375% Preference Shares and the 8.750% Preference Shares (as applicable) calculated from the latest Dividend Payment Date preceding the settlement date for the Cancellation up to and including the settlement date for the Cancellation in respect of the relevant Preference Shares; and (ii) the "Advisory Vote Resolution" shall mean the advisory resolution to be voted on by the holders of the Aviva Preference Shares in respect of the proposed cancellation of the Aviva Preference Shares at the Advisory Vote Meeting.

Special Dividend Resolution

Special Resolution 2

THAT notwithstanding any provision in the Articles of Association of the Company, subject to and conditional on:

• a) the passing of Special Resolution 1; and
• b) the making of an order by the High Court of Justice of England and Wales confirming the cancellation of the Aviva Preference Shares in their entirety, a dividend of:
  • i. £0.44 per 8.375% Preference Share be, and is declared to be, paid to each holder of 8.375% Preference Shares on the register of members of Aviva (the "Register") as at 6.00pm on 11 April 2025 (the "8.375% Special Dividend");
  • ii. £0.50 per 8.750% Preference Share be, and is declared to be, paid to each holder of 8.750% Preference Shares on the Register as at 6.00pm on 11 April 2025 (the "8.750% Special Dividend"); and
  • iii. £0.02 per Preference Share be, and is declared to be, up to a total of £4,000,000, paid to holders of the Aviva Preference Shares, on such terms as the Directors see fit in connection with the Voting Fee.

Tender Offer Resolution

Special Resolution 3

THAT in addition to (i) any authority pursuant to section 701 of the Companies Act 2006 (the "Act") which was approved by special resolution passed at the annual general meeting of Aviva held on 2 May 2024; and (ii) any authority pursuant to section 701 of the Act as may be approved at the annual general meeting of Aviva on 30 April 2025, Aviva be and is hereby generally and unconditionally authorised for the purpose of section 701 of the Act to make one or more market purchases (within the meaning of section 693(4) of the Act) of the 8.375% Preference Shares and the 8.750% Preference Shares pursuant to, for the purposes of, or in connection with a tender offer for the Aviva Preference Shares on the terms and in accordance with the arrangements set out or referred to in the Circular or otherwise as contemplated by arrangements set out or referred to in the Circular, provided that:

• a) in respect of the 8.375% Preference Shares:
  • i. the maximum aggregate number of 8.375% Preference Shares to be purchased is 100,000,000;
  • ii. the minimum price which may be paid for an 8.375% Preference Share is £1.00; and
• iii. the maximum price which may be paid for an 8.375% Preference Share is the amount to be equal to £1.44;
• b) in respect of the 8.750% Preference Shares:
  • i. the maximum aggregate number of 8.750% Preference Shares to be purchased is 100,000,000;
  • ii. the minimum price which may be paid for an 8.750% Preference Share is £1.00; and
  • iii. the maximum price which may be paid for an 8.750% Preference Share is the amount to be equal to £1.50; and
• c) the authority conferred by this resolution shall expire on 31 December 2025.

Susan Kuczynska Group Company Secretary