Aviva PLC — Proxy Solicitation & Information Statement 2017

May 10, 2017

Resolution 21

DISAPPLICATIONS OF PRE-EMPTION RIGHTS

1. That, subject to the passing of resolution 19, the directors of the Company be generally empowered, pursuant to section 570 of the Companies Act 2006 (the Act), in addition to any authority granted under resolution 20, to allot equity securities (as such phrase is to be interpreted in accordance with section 560(2) of the Act) for cash pursuant to the authority granted by resolution 19 and/or pursuant to section 573 of the Act to allot equity securities for cash where the allotment constitutes an allotment of equity securities by virtue of section 560(3) of the Act, in each case free of the restriction in section 561 of the Act, such power to be: (a) limited to the allotment of equity securities up to an aggregate nominal amount of £50,781,182; and (b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the directors of the Company determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-emption Group prior to the date of this notice. Unless previously renewed, revoked or varied, the powers conferred by this resolution 21 shall apply in substitution for all existing powers under sections 570 and 573 of the Act (save for any power conferred by resolutions 20 and 27 and save for the power conferred by resolutions 24 (authority to disapply pre-emption rights on the allotment of Sterling New Preference Shares) and 26 (authority to disapply pre-emption rights on the allotment of Additional Dollar Preference Shares) as approved at the 2015 Annual General Meeting) until the conclusion of the next Annual General Meeting of the Company after the date on which this resolution is passed or, if earlier, 1 July 2018, but, in each case, so that the Company may make offers and enter into agreements before the power expires which would, or might, require equity securities to be allotted after the power expires and the directors of the Company may allot equity securities under such an offer or agreement as if the power conferred hereby had not expired.