Aviva PLC — Proxy Solicitation & Information Statement 2018

Mar 27, 2018

Form of Proxy 2018 Annual General Meeting (AGM)

AVIVA

AGM attendance card

AVIVA

Meeting Control Number

Voting Reference Number

Shareholder 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 7 and 8)

☐

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 Thursday, 10 May 2018 at 11am and at any adjournment thereof, in accordance with the instructions given below:

You may submit your proxy instruction online 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 8).

Resolutions	For	Against	Vote withheld	Resolutions	For	Against	Vote withheld
1 Annual report and accounts	☐	☐	☐	16 To re-elect Mark Wilson	☐	☐	☐
2 Directors' remuneration report	☐	☐	☐	17 To re-appoint, as auditor, PricewaterhouseCoopers LLP	☐	☐	☐
3 Directors' remuneration policy	☐	☐	☐	18 Auditor's remuneration	☐	☐	☐
4 Final dividend	☐	☐	☐	19 Political donations	☐	☐	☐
5 To elect Maurice Tulloch	☐	☐	☐	20 Authority to allot ordinary shares	☐	☐	☐
6 To re-elect Claudia Arney	☐	☐	☐	21 Disapplication of pre-emption rights*	☐	☐	☐
7 To re-elect Glyn Barker	☐	☐	☐	22 Disapplication of pre-emption rights - specified capital projects*	☐	☐	☐
8 To re-elect Andy Briggs	☐	☐	☐	23 Authority to allot shares - Solvency II Instruments	☐	☐	☐
9 To re-elect Patricia Cross	☐	☐	☐	24 Disapplication of pre-emption rights - Solvency II Instruments*	☐	☐	☐
10 To re-elect Belén Romana Garcia	☐	☐	☐	25 Authority to purchase ordinary shares*	☐	☐	☐
11 To re-elect Michael Hawker	☐	☐	☐	26 Authority to purchase 8 1/4% preference shares*	☐	☐	☐
12 To re-elect Michael Mire	☐	☐	☐	27 Authority to purchase 8 1/4% preference shares*	☐	☐	☐
13 To re-elect Sir Adrian Montague	☐	☐	☐	28 14 days' notice for general meetings*	☐	☐	☐
14 To re-elect Tom Stoddard	☐	☐	☐	29 New articles of association*	☐	☐	☐
15 To re-elect Keith Williams	☐	☐	☐	* Special resolution

Please enter your email address below to register to receive emails instead of hard copy shareholder communications (see note 12):

Signed

EXT1331

Dated

Useful notes for the AGM

• The AGM will be held on Thursday, 10 May 2018 at 11am at the Queen Elizabeth II Centre (QEII 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 on the first floor of the QEII Centre.
• For your personal safety and security, the bags of everyone attending the AGM will be checked. 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. You will be requested to turn off mobile telephones and other portable electronic devices.
• If you are a wheelchair user, or otherwise require assistance, you will be permitted to bring a guest to the AGM to assist you during the meeting. There are facilities for wheelchair users at the QEII Centre.
• An induction loop and interpreter will be available for the deaf and hard of hearing.

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. In order for your proxy to be able to attend, you will need to submit a valid proxy appointment using the attached form, online or via the CREST system, as outlined in notes 1 to 4 of the Form of Proxy by 11am on Tuesday, 8 May 2018.

Detach and retain

Please tick this box if signing on behalf of a member under a power of attorney or other authority (see note 10).

Aviva plc St Helen's, 1 Undershaft, London EC3P 3DQ

Telephone +44 (0)20 7283 2000 www.aviva.com

Registered in England No. 2468686

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Notice of availability of documents on Aviva's website:

The following documents have either been enclosed or are available to shareholders at www.aviva.com/agm.

• 2018 Notice of AGM: the Notice of AGM contains full details of the resolutions to be proposed at the AGM to be held at 11am on Thursday, 10 May 2018 at the QEII Centre, Broad Sanctuary, Westminster, London SW1P 3EE and should be read before taking any decisions.
• Annual report and accounts: you can find information on Aviva's performance during 2017 from our online annual report and accounts and the strategic report for the year ended 31 December 2017.

Further information for shareholders can be found in our March Shareholder Update at www.aviva.com/shareholderupdates. A webcast of the presentations and formal business of the meeting will be available to view after the AGM on the Aviva website at www.aviva.com/agm.

You will need Adobe Acrobat Reader installed on your device to view documents on the Aviva website. If you would like a printed copy of the 2017 annual report and accounts, 2017 strategic report or the 2018 Notice of AGM, please contact Aviva's Registrar, Computershare Investor Services PLC (Computershare) using the details below.

Getting to the QEII Centre

The nearest mainline stations to the QEII Centre are Charing Cross Station and Victoria Station, whilst the nearest underground stations are Westminster and St James's Park.

The nearest car park to the QEII Centre is Q-Park Westminster, Great College Street, Westminster, London SW1P 3RX.

If you have any questions about completing your Form of Proxy or about your shareholding, please contact Computershare:

By telephone: 0371 495 0105
We're open Monday to Friday, 8.30am to 5.30pm UK time, excluding public holidays.
Please call +44 117 378 8361 if calling from outside the UK.

By email:
AvivaSHARES@computershare.co.uk

Online:
www.computershare.co.uk/contactus

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

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.

1. 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 neither Aviva nor Computershare can accept any electronic communication that is found to contain a computer virus.
2. Vote by post – you can appoint a proxy and register your voting instruction by returning your completed Form of Proxy to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY. A pre-paid envelope, which won't require a stamp if posted in the UK, has been provided for your convenience.
3. Vote via CREST – you can appoint 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.
4. Whether you register your proxy appointment online, by post or via CREST, your proxy appointment must be received no later than 11am on Tuesday, 8 May 2018.
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. Entitlement to attend and vote and the number of votes which may be cast at the AGM will be determined by reference to Aviva's Register of Members at close of business on Tuesday, 8 May 2018.
7. You are entitled to appoint one or more proxies of your choice to attend, speak and vote on your behalf at the AGM. 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 they wish on any resolution. Your proxy may also vote as they wish on any other business which may properly come before the AGM, including any motion to amend a resolution or to adjourn the meeting.
8. 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 in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or, if this Form of Proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement of that designated account). 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 pre-paid envelope.
9. The return of a completed Form of Proxy or any online or CREST proxy instruction won't prevent you from attending the AGM and voting in person.
10. 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 a letter of authority, power of attorney or a certified copy of the power of attorney authorising them to sign on your behalf. If the shareholder 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.
11. If your shareholding is held jointly, the instruction of the shareholder whose name appears first on Aviva's Register of Members will be accepted to the exclusion of the votes from the other joint holders.
12. You can elect to receive an email notification when shareholder communications are available to view 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/online 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 of the Computershare Investor Centre service. The terms and conditions can be found at www.aviva.com/online and will be sent to you on receipt of this form.
13. If the address printed overleaf is incorrect, please contact Computershare using the contact details opposite.