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Aviva PLC

Proxy Solicitation & Information Statement Apr 1, 2022

4708_agm-r_2022-04-01_e3c54bdb-3cc5-4cd1-934c-d8230eb03349.pdf

Proxy Solicitation & Information Statement

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AGM attendance card

If you have any questions, please contact our Registrar, Computershare Investor Services PLC (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:

[email protected]

Online:

www.computershare.co.uk/contactus

In writing:

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

2022 Annual General Meeting

Aviva's Annual General Meeting (AGM) will be held on Monday, 9 May 2022 at 1pm at the Queen Elizabeth II Centre (QEII Centre), Broad Sanctuary, Westminster, London SW1P 3EE, with facilities to attend electronically. Further information and a map showing the location of the AGM is on the reverse of this card. Please bring this card with you as evidence of your right to attend.

If you wish to appoint a proxy, you need to submit a valid proxy appointment by 1pm on Thursday, 5 May 2022. You can appoint a proxy using the attached Form of Proxy, online or via the CREST system or Proxymity platform, as outlined in notes 1 to 4 of the Form of Proxy. If you appoint a proxy other than the Chair of the AGM to attend the physical meeting at the QEII Centre, please also 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.

Form of Proxy
2022 Annual General Meeting (AGM)
MR A SAMPLE
MR A SAMPLE
MR A SAMPLE
MR A SAMPLE
MR A SAMPLE
You may submit your proxy instruction online
at www.investorcentre.co.uk/eproxy using
the following reference numbers (see note 1).
Resolution For Vote
Against
withheld
Resolution For Against withheld Vote
Proxy Control Number: 1. Annual Report and Accounts 15. To reappoint, as auditor,
PricewaterhouseCoopers
917612 2. Directors' Remuneration Report 16. Auditor's remuneration
Shareholder Reference Number: 3. Climate-related financial disclosure 17. Political donations
4. Final dividend 18. Authority to allot ordinary shares
Personal Identification Number: 5. To elect Andrea Blance 19. Disapplication of pre-emption rights*
6. To elect Shonaid Jemmett-Page 20. Disapplication of pre-emption
Alternatively, if you want to use this Form of Proxy, 7. To elect Martin Strobel rights – specified capital projects*
please indicate against each resolution opposite,
with a cross or other mark, how you wish your votes
8. To re-elect Amanda Blanc 21. Authority to allot shares –
Solvency II Instruments
to be cast. 9. To re-elect George Culmer 22. Disapplication of pre-emption
Before completing this Form of Proxy, please
read the notes provided in the Notice of AGM
10. To re-elect Patrick Flynn rights – Solvency II Instruments*
and the guidance notes overleaf. 11. To re-elect Mohit Joshi 23. Authority to purchase
ordinary shares*
I/We appoint the Chair of the AGM or (see note 7) 12. To re-elect Pippa Lambert 24. Authority to purchase 8¾%
preference shares*
13. To re-elect Jim McConville 25. Authority to purchase 8⅜%
(see note 8) 14. To re-elect Michael Mire preference shares*
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
Monday, 9 May 2022 at 1pm and at any adjournment
26. 14 days' notice for general meetings
Special resolutions
Please enter your email address below to register to receive emails instead of hard copy shareholder communications (see note 12):
opposite. thereof, in accordance with the instructions given
Tick this box if this Form of Proxy is one
of multiple instructions being given (see note 8).
Signed Dated
Tick this box if it is your intention to attend
the AGM.
Please tick this box if signing on behalf of a member under a power of attorney or other authority (see note 10).
EXT1071 Barcode

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.

  • 2022 Notice of AGM: the Notice of AGM contains full details of the resolutions to be proposed at the AGM to be held at 1pm on Monday, 9 May 2022 at the QEII Centre, Broad Sanctuary, Westminster, London SW1P 3EE, with facilities to attend electronically, and should be read before taking any decisions.
  • Annual Report and Accounts: you can find information on Aviva's performance during 2021 from our online Annual Report and Accounts for the year ended 31 December 2021.

Further information for shareholders can be found in our April Shareholder Update at www.aviva.com/update-april-2022

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 2021 Annual Report and Accounts, or the 2022 Notice of AGM, please contact Computershare using the details overleaf.

Your personal data:

The privacy and security of your personal data is taken very seriously and at all times Aviva and Computershare will comply with the prevailing laws and regulations governing confidentiality, data protection and security of information. For more information on how your personal data is processed and your privacy rights, a privacy notice is available at www.aviva.com/shareholder-privacy

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.

Annual General Meeting – useful notes:

The AGM will be held at 1pm on Monday, 9 May 2022 at the QEII Centre, with facilities to attend electronically.

  • Registration commences at the QEII Centre for shareholders attending physically at 11.30am. Shareholders should note that the QEII Centre is currently applying enhanced safety measures in relation to COVID-19 and you can find details of these on page 15 of the Notice of AGM. Please note that the QEII's safety measures are subject to change.
  • 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 a speech-to-text transcription will be available for people who are deaf or hard of hearing.
  • Shareholders planning to attend electronically can do so by accessing the AGM website, https://web.lumiagm.com/171-925-637 on the day from 11.30am. To access the meeting you will need to enter the Shareholder Reference Number and Personal Identification Number from overleaf. Please refer to pages 15 and 16 of the Notice of AGM, where you will find full details of the electronic attendance arrangements, including how to vote online and ask questions during the meeting using the Lumi system. If you appoint a proxy to attend electronically, please contact Computershare to obtain log in details.
  • Should the situation change, we will provide information on our website www.aviva.com/agm, regarding any changes to these arrangements and we encourage you to check regularly for updates.

Aviva plc

St Helen's, 1 Undershaft, London EC3P 3DQ +44 (0)20 7283 2000

www.aviva.com

Registered in England and Wales No. 2468686

Why not appoint your proxy online?

1. Scan the Quick Response code or visit www.investorcentre. co.uk/eproxy

2. i

Enter the Proxy Control Number, Shareholder Reference Number and Personal Identification Number shown overleaf

3. Agree to the terms and conditions, appoint your proxy and register your voting instructions

Guidance notes on completing the Form of Proxy

  • 1 Vote online you can appoint a proxy and register your voting instructions 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 Proxy Control Number, Shareholder Reference Number and Personal Identification 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 instructions by returning your completed Form of Proxy to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY. A pre-paid envelope, which will not require a stamp if posted in the UK, has been provided for your convenience.
  • 3 Vote via CREST or Proxymity Voting you can appoint a proxy via the CREST system with Computershare (ID 3RA50) or the Proxymity platform. 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 instructions can be found in the Notice of AGM.
  • 4 Whether you register your proxy appointment online, by post or via CREST or Proxymity Voting, your proxy appointment must be received no later than 1pm Thursday, 5 May 2022.
  • 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 5 May 2022.
  • 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 Chair of the AGM, please cross out 'the Chair 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 or electronically. 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 overleaf, or you may copy this form. Please indicate in the box below 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 will not prevent a member from attending the AGM physically at the QEII Centre or electronically, and voting at the meeting.
  • 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 any 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.computershare. com/AvivaInvestorCentre 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
  • 13 If the address printed overleaf is incorrect, please contact Computershare using the contact details overleaf.

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