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Aviva PLC Proxy Solicitation & Information Statement 2011

Mar 29, 2011

4708_agm-r_2011-03-29_dac126ee-1fba-46f2-b4f4-9490502dfe1a.pdf

Proxy Solicitation & Information Statement

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Form of Proxy 2011 Annual General Meeting

AVIVA

+

Voting ID

Task ID

Shareholder Reference No.

AGM Attendance Card

AVIVA

Before completing this Form of Proxy please read the notes included in the Notice of Annual General Meeting and the instructions in the Guidance Notes overleaf.

We appoint the Chairman of the AGM or (see note 3 overleaf)

as my/our proxy, to exercise all or any of my/our rights to attend, speak or vote on my/our behalf at the Annual General Meeting of Aviva plc to be held on Wednesday, 4 May 2011 at 11am and at any adjournment thereof in accordance with the instructions given below:

You may submit your votes at www.aviva.com/agm using the above reference numbers (see note 9 overleaf).

Please indicate below with a cross or other mark how you wish your votes to be cast on a poll.

Please tick this box if it is your intention to attend the AGM. ☐

Please tick this box if this proxy form is one of multiple instructions being given (see note 5). ☐

Resolutions For Against Vote withheld Resolutions For Against Vote withheld
1 Annual Report and Accounts 17 Auditor's remuneration
2 Final dividend 18 Authority to allot shares
3 To elect Igal Mayer 19 Non pre-emptive share allotments*
4 To re-elect Mary Francis 20 Remuneration Report
5 To re-elect Richard Karl Goeltz 21 Corporate Responsibility Report
6 To re-elect Euleen Goh 22 Political donations
7 To re-elect Michael Hawker 23 14 days' notice for general meetings*
8 To re-elect Mark Hodges 24 Annual Bonus Plan Rules
9 To re-elect Andrew Moss 25 Long Term Incentive Plan Rules
10 To re-elect Carole Piwnica 26 All Employee Share Ownership Plan Rules
11 To re-elect Patrick Regan 27 Authority to purchase ordinary shares*
12 To re-elect Colin Sharman 28 Authority to purchase 8½% preference shares*
13 To re-elect Leslie Van de Walle 29 Authority to purchase 89% preference shares*
14 To re-elect Russell Walls 30
15 To re-elect Scott Wheway 31
16 To reappoint Ernst & Young LLP 32
  • Special resolution

Signed

0609-140-s

Dated

☐ Please tick this box if signing on behalf of a member under a Power of Attorney or as a Receiver or other authority (see note 6 overleaf).

Useful notes for the AGM

  • The Aviva 2011 Annual General Meeting (AGM) will be held on Wednesday, 4 May 2011 at 11am at the Barbican Centre, Silk Street, London EC2Y 8DS, UK. A map showing the location of the AGM is on the reverse of this card.
  • Refreshments will be provided before and after the AGM in the Exhibition Area (Level -1) of the Barbican Centre.
  • For your personal safety and security there will be bag searches for everyone attending the AGM. 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 AGM will not be permitted in the Auditorium. You will be requested to turn off mobile telephones.
  • There will be facilities for shareholders who are in wheelchairs. Anyone who is accompanying a shareholder who is in a wheelchair or who may otherwise require assistance will be admitted to the AGM as a guest of that shareholder.
  • Sound amplification facilities, headsets, an induction loop and a speech-to-text transcription will be provided for people with hearing difficulties.

Please bring this card with you as evidence of your right to attend.

☐ If you have appointed a proxy, other than the Chairman, to attend the AGM on your behalf please tick this box and give this card to your proxy. They should take this card with them and state at registration that they are attending as your proxy. You will also need to complete and return the attached Form of Proxy.

Aviva plc St Helen's 1 Undershaft London EC3P 3DQ Telephone +44 (0)20 7283 2000 www.aviva.com

Registered in England No. 2468686

Detach and retain


Getting to the Barbican Centre

img-0.jpeg
Pedestrians are advised to follow the yellow line routes to gain access to the Barbican Centre.
GSMD Guildhall School of Music and Drama.

Guidance Notes on completing the Form of Proxy

  1. You will find further details of the resolutions to be proposed at the AGM in the Notice of Annual General Meeting which is either enclosed or can be obtained from www.aviva.com/agm. Alternatively, you can contact the Company's Registrar, Equiniti on 0871 384 2953* to request a copy.
  2. The "Vote withheld" option is provided to enable you to abstain on any particular resolution. However, a "Vote withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes "For" or "Against" a resolution.
  3. You are entitled to appoint one or more proxies of your choice. To appoint someone other than the Chairman, please cross out "the Chairman of the AGM" and insert the name of your proxy in the space provided. Your proxy does not need to be a shareholder but must attend the AGM in person. Please indicate how you wish your proxy to vote on a poll by placing a cross or other mark in the appropriate boxes. Your proxy must vote in the way that you indicate. Please note that if you do not give an instruction your proxy may vote as he or she wishes on any resolution and on any further or amended resolutions. Your proxy may also vote as he or she wishes on any other business which may properly come before the AGM.
  4. The return of a completed proxy form or any CREST Proxy Instruction will not prevent you from attending the AGM and voting in person if you wish to do so.
  5. You may appoint more than one proxy provided that each proxy is appointed to exercise rights attached to different shares. To do this you may obtain additional proxy forms from the Company's Registrar, Equiniti, by calling 0871 384 2953* or you may copy this form. Please indicate next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate, by ticking the box provided, if the proxy instruction is one of multiple instructions being given. Please sign all forms and return them together in the same envelope.
  6. Please ensure you sign the form and initial any alterations. If someone other than you signs the form, the letter of authority, Power of Attorney or a certified copy of the Power of Attorney authorising him/her to sign on your behalf must be sent with this form. If the holder is a corporation, the form must be signed either under seal or under the hand of a duly authorised officer or attorney of that company.
  7. If your shareholding is held jointly, the votes of the senior holder who votes, either by proxy or in person, will be accepted to the exclusion of the votes from the other joint holders. For this purpose, seniority for the joint holding is determined by the order in which the shareholders' names appear on the Company's Register of Members.
  8. You can register your vote either online as outlined in note 9 below or by returning your completed voting card to the Company's Registrar, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6UR, UK. A prepaid envelope, which will not require a stamp if posted in the UK, has been provided for your convenience.
  9. You can register your appointment of a proxy online by logging onto www.aviva.com/agm. You will require your Voting ID, Task ID and your Shareholder Reference Number, each of which can be found overleaf. Please note that any electronic communication sent to the Company or Equiniti that is found to contain a computer virus will not be accepted.
  10. Whether you register your instruction online or by post, your instruction must be received by no later than 11am on Thursday, 28 April 2011.

If you have any questions about completing this form please telephone Equiniti on 0871 384 2953*.

  • Calls to this number are charged at 8 pence per minute from a BT landline. Charges from other telephone providers may vary. Lines are open from 8.30am to 5.30pm, Monday to Friday UK time. If you are calling from outside the UK please dial +44 (0)121 415 7046.