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Aviva PLC Proxy Solicitation & Information Statement 2011

Apr 13, 2011

4708_rns_2011-04-13_e4b628e7-314b-4536-8a04-649783a6993b.pdf

Proxy Solicitation & Information Statement

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Form of Proxy Extraordinary General Meeting ("EGM")

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Voting ID

Task ID

AVIVA

Shareholder Reference No.

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

We appoint the Chairman of the EGM 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 EGM of Aviva plc to be held on Wednesday 4 May 2011 at 12.30 p.m. (or as soon thereafter as Aviva's annual general meeting convened for 11.00 a.m. on the same day and at the same place shall have concluded or been adjourned) and at any adjournment thereof in accordance with the instruction given below:

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

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

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

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

Resolution For Against Vote withheld
To approve the partial disposal of Aviva's interest in Delta Lloyd N.V.

Useful notes for the EGM

— The Extraordinary General Meeting ("EGM") will be held at the Barbican Centre, 556 Street, London EC2Y 8DS on Wednesday 4 May 2011 at 12.30 p.m. (or as soon thereafter as Aviva's annual general meeting convened for 11.00 a.m. on the same day and at the same place shall have concluded or been adjourned). A map showing the location of the EGM is on the reverse of this card.

— For your personal safety and security there will be bag searches for everyone attending the EGM. 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 EGM 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 EGM 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 EGM 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

Signed

0609-155-s

Dated

sterling 144947


Getting to the Barbican Centre

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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 resolution to be proposed at the EGM in the Notice of Extraordinary General Meeting which is either enclosed or can be obtained from www.aviva.com/egm. 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 the 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" the 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 EGM" and insert the name of your proxy in the space provided. Your proxy does not need to be a shareholder but must attend the EGM in person. Please indicate how you wish your proxy to vote on a poll by placing a cross or other mark in the appropriate box. 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 the resolution, any amendment to the resolution and on any further resolutions. Your proxy may also vote as he or she wishes on any other business which may properly come before the EGM.
  4. The return of a completed proxy form or any CREST Proxy Instruction will not prevent you from attending the EGM 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 vote 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 6LA, 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/egm. 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 12.30 p.m. 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 8.30 a.m. to 5.30 p.m., Monday to Friday UK time. If you are calling from outside the UK please dial +44 (0)121 415 7046.