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Aviva PLC

Proxy Solicitation & Information Statement Mar 21, 2023

4708_agm-r_2023-03-21_bd7f1a48-ad55-4720-be00-7924c8bbe07c.pdf

Proxy Solicitation & Information Statement

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AGM & GM Attendance card

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

By telephone: 0371 495 0105

We are 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:

www.computershare.co.uk/contactus

[email protected]

In writing:

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

2023 Annual General Meeting & General Meeting

Aviva's Annual General Meeting (AGM) will be held on Thursday, 4 May 2023 at 10.30am at Norwich City Football Club, Carrow Road, Norwich, NR1 1JE (Carrow Road), with facilities to attend electronically. A General Meeting will take place either at 1pm or 30 minutes following the conclusion or adjournment of the AGM, whichever is later. Further information and a map showing the location of the AGM and General Meeting 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 10.30am for the AGM or 1pm for the GM on Tuesday, 2 May 2023. You can appoint a proxy using the attached Forms of Proxy, online or via the CREST system or Proxymity platform, as outlined in notes 1 to 4 of the Forms of Proxy. If you appoint a proxy other than the Chair of the AGM and GM to attend the physical meeting at Carrow Road, 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. ☐

AGM Form of Proxy
2023 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).
Proxy Control Number:
Resolution
1. Annual Report and Accounts
2. Directors' Remuneration Report
For
Against
Vote
withheld Resolution
15. To re-elect Michael Mire
16.To re-elect Martin Strobel
For
Against
Vote
withheld
918276 3. Climate-related financial disclosure


17. To re-appoint Auditor


Shareholder Reference Number: 4. To declare a final dividend
5. To elect Mike Craston



18. Auditor's remuneration
19. Political donations



Personal Identification Number:
Alternatively, if you want to use this AGM Form of Proxy,
please indicate against each resolution opposite, with a
cross or other mark, how you wish your votes to be cast.
Before completing this AGM Form of Proxy, please
read the notes provided in the Notice of AGM
and the guidance notes overleaf.
I/We appoint the Chair of the AGM or (see note 7)
6. To elect Charlotte Jones
7. To re-elect Amanda Blanc



20. Ordinary share allotments
21. Disapplication of pre-emption rights*



8. To re-elect Andrea Blance
9. To re-elect George Culmer



22. Disapplication of pre-emption rights
- 2*
23. Ordinary share allotments - SII



10. To re-elect Patrick Flynn
11. To re-elect Shonaid Jemmett-Page



24. Disapplication of pre-emption rights
- SII
25. Purchase of own ordinary shares



12. To re-elect Mohit Joshi
13. To re-elect Pippa Lambert



26. Purchase of own 8¾% pref shares
27. Purchase of own 8⅜% pref shares



(see note 8)
as my/our proxy, to exercise all or any of my/our
14. To re-elect Jim McConville
*special resolutions
28. 14 days' notice for general meetings*
rights to attend, speak and vote on my/our behalf
at the AGM of Aviva plc (Aviva) to be held on Thursday,
4 May 2023 at 10.30am and at any adjournment thereof,
in accordance with the instructions given opposite.
Please enter your email address below to register to receive emails instead of hard copy shareholder communications (see note 12):
Tick this box if this AGM 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 note10).
EXT1547 Barcode

Annual General Meeting & General Meeting – useful notes:

  • The AGM will be held at 10.30am on Thursday, 4 May 2023 at Carrow Road, with facilities to attend electronically.
  • The GM will take place either at 1pm or 30 minutes following the conclusion or adjournment of the AGM, whichever is later.
  • Registration commences at Carrow Road for shareholders attending physically at 9am.
  • For your personal safety and security, the bags of everyone attending the meetings at Carrow Road will be checked. We recommend that you arrive in time to allow for this procedure. Shareholders are asked not to bring large bags to Carrow Road.
  • Cameras, recording equipment and other items that may interfere with the good order of the meetings will not be permitted in the AGM or GM. You will be requested to turn off mobile telephones and other portable electronic devices.
  • There will be facilities for shareholders who are in a wheelchair. Anyone accompanying a shareholder in need of assistance will be admitted to the meetings as a guest of that shareholder.
  • 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/121-209-157 on the day from 9am and the GM website, https://web.lumiagm.com/153-956-023 from 12.30pm. To access the meetings you will need to enter the Shareholder Reference Number and Personal Identification Number from overleaf. Please refer to the Notice of AGM and the Circular and Notice of General Meeting, where you will find full details of the electronic attendance arrangements, including how to vote online and ask questions during the meetings 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.

Norwich City Football Club, Carrow Road:

Carrow Road is located toward the east of Norwich, an approximate ten minute walk from Norwich railway station. A shuttle service will be provided from Norwich railway station to the venue running every 15 minutes, 9.30am to 10.15am and 12.15pm to 12.45pm. Norwich City Football Club is signposted along the major routes coming into Norwich via the A11 and A47. Parking is available at the stadium.

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

Aviva Plc

St Helen's, 1 Undershaft, London EC3P 3DQ +44 (0)20 7283 2000 www.aviva.com Registered in England and Wales Company No. 2468686

Why not appoint your proxy online?

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

1.

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 note on completing the AGM 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 AGM 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 AGM 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 10.30am Tuesday, 2 May 2023.
  • 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 5pm on Tuesday, 2 May 2023.
  • 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 AGM 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 AGM 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 AGM Forms of Proxy and return them together in the same enclosed pre-paid envelope.

  • 9. The return of a completed AGM Form of Proxy will not prevent you from attending the AGM physically at Carrow Road or electronically, and voting at the meeting.
  • 10. Please ensure that you sign the AGM Form of Proxy and initial any alterations. If someone other than you signs the AGM 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 AGM 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 AGM 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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