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Aviva PLC Proxy Solicitation & Information Statement 2015
4708_agm-r_2015-03-25_d7cc50d2-5855-430c-85ad-0b7c49e9eb0f.pdf
Proxy Solicitation & Information Statement
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Form of Proxy 2015 Annual General Meeting (AGM)
AVIVA
Meeting Control Number
Shareholder Reference Number
Voting Reference Number
Before completing this Form of Proxy, please read the notes provided in the Notice of AGM and the Guidance Notes overleaf.
I/We appoint the Chairman of the AGM or (see notes 8 and 9)
as my/our proxy, to exercise all or any of my/our rights to attend, speak and vote on my/our behalf at the AGM of Aviva plc (Aviva) to be held on Wednesday, 29 April 2015 at 11am and at any adjournment thereof, in accordance with the instructions given below:
You may submit your proxy instruction at www.investorcentre.co.uk/eproxy using the reference numbers above (see note 1).
Alternatively, please indicate against each resolution below, with a cross or other mark, how you wish your votes to be cast.
Please tick this box if it is your intention to attend the AGM. ☐
Please tick this box if this Form of Proxy is one of multiple instructions being given (see note 9). ☐
| Resolutions | For | Against | Vote withheld | Resolutions | For | Against | Vote withheld |
|---|---|---|---|---|---|---|---|
| 1 Annual Report and Accounts | ☐ | ☐ | ☐ | 16 Political donations | ☐ | ☐ | ☐ |
| 2 Remuneration Report | ☐ | ☐ | ☐ | 17 Authority to allot ordinary shares | ☐ | ☐ | ☐ |
| 3 Remuneration Policy | ☐ | ☐ | ☐ | 18 Non pre-emptive share allotments* | ☐ | ☐ | ☐ |
| 4 Final dividend | ☐ | ☐ | ☐ | 19 Authority to purchase ordinary shares* | ☐ | ☐ | ☐ |
| 5 To re-elect Glyn Barker | ☐ | ☐ | ☐ | 20 Authority to purchase 8¾% preference shares* | ☐ | ☐ | ☐ |
| 6 To re-elect Patricia Cross | ☐ | ☐ | ☐ | 21 Authority to purchase 8¾% preference shares* | ☐ | ☐ | ☐ |
| 7 To re-elect Michael Hawker | ☐ | ☐ | ☐ | 22 14 days' notice for general meetings* | ☐ | ☐ | ☐ |
| 8 To re-elect Michael Mire | ☐ | ☐ | ☐ | 23 Authority to allot Sterling New Preference Shares | ☐ | ☐ | ☐ |
| 9 To re-elect Sir Adrian Montague | ☐ | ☐ | ☐ | 24 Non pre-emptive Sterling New Preference Share allotments* | ☐ | ☐ | ☐ |
| 10 To re-elect Bob Stein | ☐ | ☐ | ☐ | 25 Authority to allot Additional Dollar Preference Shares | ☐ | ☐ | ☐ |
| 11 To re-elect Thomas D. Stoddard | ☐ | ☐ | ☐ | 26 Non pre-emptive Additional Dollar Preference Share allotments* | ☐ | ☐ | ☐ |
| 12 To re-elect Scott Wheway | ☐ | ☐ | ☐ | 27 Authority to allot shares – Solvency II Tier 1 Instruments | ☐ | ☐ | ☐ |
| 13 To re-elect Mark Wilson | ☐ | ☐ | ☐ | 28 Non pre-emptive allotments – Solvency II Tier 1 Instruments* | ☐ | ☐ | ☐ |
| 14 To re-appoint, as auditor, PricewaterhouseCoopers LLP | ☐ | ☐ | ☐ | 29 To adopt new articles of association* | ☐ | ☐ | ☐ |
| 15 Auditor's remuneration | ☐ | ☐ | ☐ | * Special resolution |
Please enter your email address below to register to receive emails instead of hard copy shareholder communications (see note 13):
| Signed | Dated |
|---|---|
| EXT0239 |
☐ Please tick this box if signing on behalf of a member under a power of attorney or other authority (see note 11).
Guidance Notes on completing the Form of Proxy
Why not appoint your proxy and vote online? It's fast, easy and secure. www.investorcentre.co.uk/eproxy
You will be asked to enter the Meeting Control Number, Shareholder Reference Number and Voting Reference Number shown overleaf and to agree to certain terms and conditions.
- Vote online – You can appoint a proxy and register your voting instruction online by visiting www.investorcentre.co.uk/eproxy. For quick access to the website, please scan the Quick Response code above with your smartphone and you will automatically be directed to the mobile site. You will require your Meeting Control Number, Shareholder Reference Number and Voting Reference Number, each of which can be found on your Form of Proxy overleaf. Please note that any electronic communication sent to Aviva or Computershare that is found to contain a computer virus will not be accepted.
- Vote by post – Alternatively, you can register your appointment of a proxy and your voting instruction by returning your completed Form of Proxy to Computershare Investor Services PLC, 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.
- Vote via CREST – You can register your appointment of a proxy via the CREST system with Computershare (ID 3RA50). The time of receipt will be taken to be the time from which Computershare is able to retrieve the message. Full details of how to submit an instruction via CREST can be found in the Notice of AGM.
- Whether you register your instruction online, by post or via CREST, your instruction must be received by no later than 11am on Monday, 27 April 2015.
- 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 request a copy from Computershare, using the contact details provided opposite.
- 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.
- Entitlement to attend and vote and the number of votes which may be cast at the AGM will be determined by reference to the Register of Members of Aviva at 6pm on Monday, 27 April 2015.
-
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 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 or abstain as he or she wishes on any resolution including any motion to amend a resolution or to adjourn the meeting. Your proxy may also vote as he or she wishes on any other business which may properly come before the AGM.
-
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 Forms of Proxy 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 Forms of Proxy and return them together in the same enclosed prepaid envelope.
- The return of a completed Form of Proxy or any online or CREST proxy instruction will not prevent you from attending the AGM and voting in person if you wish to do so.
- Please ensure that you sign the Form of Proxy and initial any alterations. If someone other than you signs the Form of Proxy, it must be returned with either the letter of authority, power of attorney or a certified copy of the power of attorney authorising him or her to sign on your behalf. If the holder is a corporation, the Form of Proxy must be signed either under seal or under the hand of a duly authorised officer or attorney of that company, stating their capacity. If the shareholding is held jointly, the signature of any one holder is sufficient.
- If your shareholding is held jointly, the instruction 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 Aviva's Register of Members.
- To elect to receive an email notification when shareholder communications are available to view and download on the Aviva website, instead of receiving hard copy shareholder communications, simply provide your email address in the box overleaf and return the duly completed Form of Proxy to Computershare or visit www.aviva.com/ecomms for more details of how to register online. By entering your email address and completing and returning this form, you are accepting the terms and conditions for the Computershare Investor Centre service. The terms and conditions can be found at www.aviva.com/ecomms and will be sent to you on receipt of this form.
- The address overleaf is as it appears on the Register of Members. If this information is incorrect, please contact Computershare using the contact details opposite.
AGM Attendance Card
AVIVA
Useful notes for the AGM
- The AGM will be held on Wednesday, 29 April 2015 at 11am at the Queen Elizabeth II Centre, Broad Sanctuary, Westminster, London SW1P 3EE. A map showing the location of the AGM is on the reverse of this card.
- Refreshments will be served before and after the AGM in the Pickwick Suite on the First Floor of the Queen Elizabeth II Centre.
- For your personal safety and security, there will be bag searches for everyone attending the AGM. Any large bags should be stored in the cloakroom. 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 Churchill Auditorium. You will be requested to turn off mobile telephones and other portable electronic devices.
- There will be facilities for shareholders who use wheelchairs. Anyone who is accompanying a shareholder who uses a wheelchair, or who may otherwise require assistance, will be admitted to the AGM as a guest of that shareholder.
- 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 as evidence of their right to attend and state at registration that they are attending as your proxy. You will also need to complete and return the attached Form of Proxy. Your proxy will not be able to attend if your Form of Proxy is not received by Aviva's Registrar, Computershare Investor Services PLC (Computershare), at least 48 hours prior to the AGM.
Detach and retain
Aviva plc Registered in England No. 2468686
St Helen's 1 Undershaft London EC3P 3DQ
Telephone: +44 (0)20 7283 2000 www.aviva.com
Getting to the Queen Elizabeth II Centre
If you have any questions about completing your Form of Proxy or your shareholding, please contact Computershare:
- ☐ Online: www.investorcentre.co.uk/contactus
- ☐ By email: [email protected]
- ☐ By telephone: 0871 495 0105
Lines are open from 8.30am to 5.30pm (UK time),
Monday to Friday (excluding public holidays).
Please call +44 117 378 8361 if calling from outside the UK. - ☐ In writing:
Computershare Investor Services PLC
The Pavilions, Bridgwater Road, Bristol BS99 6ZZ, United Kingdom