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Aviva PLC Proxy Solicitation & Information Statement 2012

Mar 29, 2012

4708_agm-r_2012-03-29_f9a6091f-ab4e-488c-bd65-ac8ab62b143d.pdf

Proxy Solicitation & Information Statement

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Form of Proxy 2012 Annual General Meeting (AGM)

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Voting ID Control No. Shareholder Reference No.

You may submit your proxy instruction at www.aviva.com/agm using the reference numbers

Alternatively, please indicate against each resolution below, with a cross or other mark, how you wish your votes

Please tick this box if it is your intention to attend

Please tick this box if this proxy form is one of

above (see note 2 overleaf).

to be cast on a poll.

the AGM.

Before completing this Form of Proxy, please read the notes included in the Notice of AGM and the instructions in the Guidance Notes overleaf. I/We appoint the Chairman of the AGM or (see notes 6 and 7 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 AGM of Aviva plc to be held on Thursday, 3 May 2012 at 11am and at any adjournment thereof in accordance with the instructions given below:

multiple instructions being given (see note 7).
Resolutions For Vote
Against withheld
Resolutions For Vote
Against withheld
1 Annual Report and Accounts 15 To re-elect Patrick Regan
2 Remuneration Report 16 To re-elect Colin Sharman
3 Corporate Responsibility
Report
17 To re-elect Russell Walls
4 Final dividend 18 To re-elect Scott Wheway
5 To elect John McFarlane 19 To re-appoint, as auditor,
PricewaterhouseCoopers
6 To elect Gay Huey Evans 20 Auditor's remuneration
7 To elect Trevor Matthews 21 Authority to allot shares
8 To elect Glyn Barker 22 Non pre-emptive
share allotments*
9 To re-elect Mary Francis 23 Authority to purchase
ordinary shares*
10 To re-elect Richard Karl Goeltz 24 Authority to purchase
83
/4% preference shares*
11 To re-elect Euleen Goh 25 Authority to purchase
83
/8% preference shares*
12 To re-elect Michael Hawker 26 Political donations
13 To re-elect Igal Mayer 27 14 days' notice for
general meetings*
14 To re-elect Andrew Moss 28 To adopt new Articles*
* Special resolution
Please enter your email address below to register to receive emails instead of hard copy shareholder communications (see note 11)
Signed Dated
E1142
  • 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 9 overleaf).

AGM Attendance Card

Useful notes for the AGM

Detach and retain

  • The Aviva 2012 AGM will be held on Thursday, 3 May 2012 at 11am at the Barbican Centre, Silk Street, London EC2Y 8DS. 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, then 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

Pedestrians are advised to follow the yellow line routes to gain access to the Barbican Centre.

GSMD Guildhall School of Music and Drama.

If you have any questions about completing your proxy form or about your Aviva shares, please contact Computershare:

Via the internet: www.investorcentre.co.uk/contactus

By email: [email protected]

By telephone: 0871 495 0105

Lines are open from 8.30am to 5pm (UK time), Monday to Friday Please call +44 117 378 8361 if calling from outside of the UK

In writing: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ

Guidance Notes on completing the Form of Proxy

Cast your proxy online. It's fast, easy and secure. www.aviva.com/agm

You will be asked to enter the Voting ID, Control Number and Shareholder Reference Number shown overleaf and agree to certain terms and conditions.

  • 1 You can register your appointment of a proxy and your voting instruction, either online as outlined in note 2 below or by returning your completed proxy form to the Company's Registrar, Computershare Investor Services PLC (Computershare), The Pavilions, Bridgwater Road, Bristol BS99 6ZY. A prepaid envelope, which will not require a stamp if posted in the UK, has been provided for your convenience.
  • 2 You can register your appointment of a proxy and voting instruction online by visiting www.aviva.com/agm. You will require your Voting ID, Control Number and your Shareholder Reference Number, each of which can be found overleaf. Please note that any electronic communication sent to the Company or Computershare that is found to contain a computer virus will not be accepted.
  • 3 Whether you register your instruction online or by post, your instruction must be received by no later than 11am on Tuesday, 1 May 2012.
  • 4 You will find further details of the resolutions to be proposed at the AGM in the Notice of AGM which is either enclosed or can be obtained from www.aviva.com/agm. Alternatively, you can contact Computershare, using the contact details provided opposite, to request a copy.
  • 5 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.
  • 6 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.
  • 7 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 Computershare, using the contact details provided opposite 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 proxy forms and return them together in the same enclosed prepaid envelope.
  • 8 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.
  • 9 Please ensure you sign the proxy form and initial any alterations. If someone other than you signs the proxy form, it must be returned with either the letter of authority, Power of Attorney or a certified copy of the Power of Attorney authorising him/her to sign on your behalf. If the holder is a corporation, the proxy form must be signed either under seal or under the hand of a duly authorised officer or attorney of that company.
  • 10 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.
  • 11 To elect to receive an email notification when shareholder communications are available to view and download on the Aviva.com website, instead of receiving hard copy shareholder communications, simply fill in the box overleaf and return the proxy form to Computershare or visit www.aviva.com/ecomms for more details of how to register online.