Aviva PLC — Proxy Solicitation & Information Statement 2017

May 10, 2017

Resolution 20

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), 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 limited: (a) in the case of the authority granted under paragraph (a) of resolution 19 and/or an allotment which constitutes an allotment of equity securities by virtue of section 560(3) of the Act, to the allotment of equity securities: (i) in connection with a pre-emptive offer; and (ii) otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £50,781,182; and (b) in the case of the authority granted under paragraph (b) of resolution 19, to the allotment of equity securities in connection with an offer by way of a rights issue. Unless previously renewed, revoked or varied, the powers conferred by this resolution 20 shall apply in substitution for all existing powers under sections 570 and 573 of the Act (save for any power conferred by resolutions 21 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. For the purposes of this resolution 20, ‘rights issue’ has the same meaning given in resolution 19 and ‘pre-emptive offer’ means an offer of equity securities open for acceptance for a period fixed by the directors to: (i) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (ii) holders of other equity securities as required by the rights of those securities or, subject to such rights, as the directors of the Company otherwise consider necessary, but subject in both cases to such limits, restrictions or arrangements as the directors consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.