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Aviva PLC Proxy Solicitation & Information Statement 2015

Mar 25, 2015

4708_agm-r_2015-03-25_00dd1f4f-bddb-4416-bd37-122092e3ed59.pdf

Proxy Solicitation & Information Statement

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Aviva Share Account Voting Instruction Form Aviva Share Account AGM attendance card 2015 Annual General Meeting (AGM)

Mr A Sample
Mr A Sample
+ Mr A Sample
Mr A Sample
Mr A Sample
Meeting Control Number
912733
Shareholder Reference Number
C1234567890
Voting Reference Number
XX

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

Before completing this Voting Instruction Form, please read the notes provided in the Notice of AGM and the Guidance Notes overleaf. You may submit your votes at www.investorcentre.co.uk/eproxy using the reference

I/We instruct Computershare Company Nominees Limited, the administrator of the Aviva Share Account (AvivaSA), to 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:

the AGM.
Resolutions Vote
For Against
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 8 3/4%
preference shares*
6 To re-elect Patricia Cross 21 Authority to purchase 8 3/8%
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
12 To re-elect Scott Wheway allotments*
27 Authority to allot shares -
13 To re-elect Mark Wilson Solvency II Tier 1 Instruments
28 Non pre-emptive allotments -
14 To re-appoint, as auditor,
PricewaterhouseCoopers LLP
Solvency II Tier 1 Instruments*
29 To adopt new articles
15 Auditor's remuneration of association
Special resolution
Signed Dated
CCS0316
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).

Useful notes for the AGM

+

Detach and retain

  • 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.

MR SAM SAMPLE DESIGNATION (IF ANY) MR JOINT HOLDER 1 ADD1 ADD2 ADD3 ADD4

Aviva plc St Helen's 1 Undershaft London EC3P 3DQ Telephone +44 (0)20 7283 2000 www.aviva.com Registered in England No 2468686

+

001CSP0405

If you have any questions about completing your voting card or your AvivaSA holding, please contact Aviva's Registrar, Computershare Investor Services PLC (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

Guidance Notes on completing the Voting Instruction Form

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.

1 Vote online - You can 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 Voting Instruction Form overleaf. Please note that any electronic communication sent to Aviva or Computershare that is found to contain a computer virus will not be accepted.

  • 2 Vote by post Alternatively, you can register your vote by returning your completed Voting Instruction Form 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.
  • 3 Whether you register your voting instruction online or by post, your instruction must be received by no later than 11am on Friday, 24 April 2015.
  • 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 request a copy from Computershare, using the contact details provided opposite.
  • 5 Please indicate with a cross or other mark in the appropriate boxes how you wish Computershare Company Nominees Limited (the Nominee) to vote. The Nominee will vote in line with your voting instructions where these are received at least three working days prior to the relevant meeting. If you do not give the Nominee any instructions, the Nominee will not vote on your behalf.
  • 6 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.

  • 7 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.

  • 8 The return of a completed Voting Instruction Form will not prevent you from attending the AGM and voting in person if you wish to do so.
  • 9 Please ensure that you sign the Voting Instruction Form and initial any alterations. If someone other than you signs the Voting Instruction 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 or her to sign on your behalf. If the holder is a corporation, the Voting Instruction Form 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.
  • 10 If your shareholding is held jointly, the instruction of the senior holder who votes, 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 Aviva Share Account register.
  • 11 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 Voting Instruction Form 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.

12 The address overleaf is as it appears on the Aviva Share Account register. If this information is incorrect, please contact Computershare using the contact details opposite.