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Aviva PLC — AGM Information 2026
May 8, 2026
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Company Number: 2468686
COMPANIES ACT 2006
COMPANY LIMITED BY SHARES
Special Resolutions
of Aviva plc
Passed on 6 May 2026
At the Annual General Meeting of the above-named Company, duly convened and held at Aviva, Wellington Row, York, YO90 1WR on Wednesday, 6 May 2026, the following resolutions were duly passed as special resolutions of the Company:
Resolution 26
Disapplication of pre-emption rights
That, subject to the passing of Resolution 24:
- the directors be given power to allot equity securities (as defined in the Act) for cash under the authority given by Resolution 24, as if section 561 of the Act did not apply to any such allotment or sale; and
- the power under paragraph (i) above (other than in connection with a fully pre‑emptive offer, as contemplated by Resolution 24(b)(i) and (ii)) shall be limited to the allotment of equity securities having a nominal amount not exceeding, in aggregate, £100 million.
This authority shall expire at the conclusion of the next AGM of the Company after the passing of this resolution or, if earlier, at the close of business on 1 July 2027. However, prior to its expiry, the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted after the authority expires, and the Board may allot equity securities under any such offer or agreement as if the authority had not expired.
Resolution 27
Authority to purchase own shares
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, provided that:
- the maximum aggregate number of ordinary shares authorised to be purchased is 305 million;
- 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);
- 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:
- 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
- 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
- this authority shall expire at the conclusion of the next AGM of the Company after the date of the passing of this resolution or, if earlier, on 1 July 2027, save that the Company may make a contract to purchase ordinary shares under this authority before its expiry 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.
Resolution 28
Articles of Association
To adopt new Articles of Association (in the form produced to the meeting and initialled by the Chair of the meeting for the purposes of identification) as the Articles of Association of the Company, in substitution for, and to the exclusion of, the Company’s existing Articles of Association, with effect from the conclusion of this AGM.
Resolution 29
Notice of meetings other than Annual General Meetings
To authorise the Company to call general meetings other than an AGM on not less than 14 clear days’ notice, provided that this authority shall expire at the conclusion of the next AGM of the Company after the date of the passing of this resolution.
Susan Adams
Group Company Secretary