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Aviva PLC Proxy Solicitation & Information Statement 2026

Mar 30, 2026

4708_agm-r_2026-03-30_705fc2f1-60f1-44d7-8342-9c7b3f9fddb7.pdf

Proxy Solicitation & Information Statement

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AVIVA

Notice of 2026 Annual General Meeting

Aviva, Wellington Row, York, YO90 1WR
On Wednesday, 6 May 2026 at 9am

This document contains important information about Aviva plc's Annual General Meeting. If you wish to take part this year, please give it your prompt attention.

If you have any doubts about what action you need to take, you should contact your stockbroker, solicitor, accountant or other independent professional advisors authorised pursuant to the Financial Services and Markets Act 2000 immediately.

If you have sold or transferred all of your holding of ordinary shares you should pass this document and the accompanying documents (except for any personalised form) to the person through whom the sale or transfer was effected, for transmission to the purchaser or transferee.


Chair's Letter

Dear Shareholder

Annual General Meeting (AGM) of Aviva plc (Aviva or the Company)

I'm pleased to share with you the arrangements for this year's AGM, which will be held at 9am on Wednesday, 6 May 2026 at Aviva, Wellington Row, York, YO90 1WR (Aviva's York offices). For those who can't make it in person, you will also be able to take part in the meeting online.

Arrangements for the meeting

We've chosen York as the venue for this year's AGM, reflecting both our regional heritage and our aim to make attending in person easier for our shareholders across the country.

You can find details of how to get to Aviva's York offices on page 18 of this Notice of AGM (the Notice). We ask you to use the tick box on the Form of Proxy to confirm if you intend to come in person to help us plan appropriately. The AGM will be held in the Boardroom at Aviva's York office. Priority will be given to shareholders who have registered, in order of registration, and if you do not register you may have to be accommodated in another room if the Boardroom is full. Guests of shareholders, other than carers, will not be permitted to attend.

We recognise that wherever we hold the AGM will not be convenient for everyone. As in recent years, it will also be possible to take part electronically. You can join the meeting online at https://meetings.lumiconnect.com/100-334-414-019. Please refer to pages 17 to 19 of this Notice, where you will find full details of how to join, vote and ask questions online.

Shareholders' questions

We are committed to an open and constructive dialogue with you, our shareholders, and we see the AGM as an important forum to listen to your views and answer your questions. I would like to encourage you to take advantage of this opportunity to ask questions, either in person or online.

We also believe it is important that those attending the AGM behave with courtesy and respect for others and, therefore, unacceptable behaviour will not be tolerated at the meeting and will be dealt with appropriately.

If you can't attend but have a question relating to the business of the meeting, please contact us by email at [email protected] and we will reply as soon as possible.

Board of Directors

All of the current Directors are standing for re-election at this year's AGM. Biographical details of the Directors can be found in the explanatory notes to the relevant resolutions on pages 10 to 12, and in the 2025 Annual Report and Accounts.

The Board has assessed the performance and time commitments of all the Directors and recommends that shareholders vote in favour of those resolutions.

Voting arrangements

I would like to encourage you to take an active part in voting. You can do so in advance of the meeting by appointing a proxy and providing a voting instruction electronically or by completing and returning the relevant form(s) of proxy or voting form(s) by post. If you wish to provide your proxy instruction electronically, you can do so through www.investorcentre.co.uk/eproxy.

CREST members who wish to appoint a proxy via the CREST electronic proxy appointment service should refer to the CREST section on page 16 of this Notice. Information about the Proxymity voting platform can also be found on page 16 of this Notice.

Please submit your completed proxy appointment and voting instruction forms to the Company's Registrar, Computershare Investor Services PLC (Computershare), as soon as possible, but in any event to arrive by no later than:

  • 9am on Friday, 1 May 2026 for ordinary shareholders; or
  • 9am on Wednesday, 29 April 2026 for members of the Aviva Share Account.

If you attend the AGM in person, you will be given a handheld voting device on the day. Guidance will be provided alongside the device to assist with its use during voting. If you attend the AGM electronically and would like to cast your vote on the day, you can do so by using the facility described on page 18.

Business of the meeting

I would like to draw your particular attention to the following items of business in the Notice.

Resolution 3 - Directors' Remuneration Policy

In resolution 3, shareholders are asked to approve the Directors' Remuneration Policy. If approved, this policy will replace the version previously approved by shareholders at our AGM on 30 April 2024.

The renewal of the policy aligns with Aviva's migration to a diversified and capital-light business model. Aviva is now a materially different company, and the Remuneration Committee welcomed the opportunity to review the current remuneration framework in this context. In doing so, the Remuneration Committee sought to ensure that remuneration at Aviva remains fit for purpose, supports the business ambitions that we have communicated to the market, is appropriately competitive, and aligns reward outcomes with business performance and the shareholder experience.

As a result of the review, there are no material changes proposed to the structure of remuneration. However, a need was identified to address the current market positioning for both Executive Director roles, and as such, the new Policy includes increases to our annual bonus and LTIP opportunity for 2026 onwards. Further information on the rationale for, and detail of, the changes to the policy are set out on pages 122 to 130 of the 2025 Annual Report and Accounts.

The new policy was finalised following a multi-stage engagement process across 2025. We consulted extensively with our top c.30 investors, representing around 50% of our share capital, as well as the four main proxy agencies, and the input and feedback received helped to shape the final proposals.

The new Remuneration Policy is set out in full on pages 122 to 130 of the 2025 Annual Report and Accounts.

Resolutions 4 and 5 - Aviva Share Plans

Resolutions 4 and 5 ask shareholders to approve Aviva's Annual Bonus Plan and Long-Term Incentive Plan, as outlined in Appendix 2 of this Notice.

Resolution 28 - Articles of Association

Resolution 28, a special resolution, is proposed to amend the Company's Articles of Association to align with latest market practice and to enable efficient governance processes. The Board considers the amendments to be in the best interests of the Company and its shareholders and recommends that shareholders review the proposal in full. Principal changes are outlined on pages 8 and 9 of this Notice.

Recommendation

Your Board considers that each of the resolutions to be proposed at the AGM would promote the success of the Company and are in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors of the Company unanimously recommend that you vote in favour of the resolutions, as they intend to do in respect of their own beneficial shareholdings.

Yours sincerely

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George Culmer
Chair
30 March 2026

Aviva plc

Notice of 2026 Annual General Meeting


Notice of 2026 Annual General Meeting

Notice is hereby given that the 2026 AGM of Aviva plc will be held at 9am on Wednesday, 6 May 2026 at Aviva, Wellington Row, York, YO90 1WR, with facilities to attend electronically, for the transaction of the following business:

To consider and, if thought fit, to pass the following resolutions, of which resolutions 1 to 25 (inclusive) will be proposed as ordinary resolutions and resolutions 26 to 29 (inclusive) will be proposed as special resolutions.

ORDINARY RESOLUTIONS

Resolution 1 - Annual Report and Accounts

To receive and consider the Company's Annual Report and Accounts for the financial year ended 31 December 2025 (the 2025 Annual Report).

Resolution 2 - Directors' Remuneration Report

To approve the Directors' Remuneration Report, set out on pages 111 to 147 of the 2025 Annual Report, excluding the Directors' Remuneration Policy set out on pages 122 to 130 of the 2025 Annual Report.

Resolution 3 - Directors' Remuneration Policy

To approve the Director's Remuneration Policy, the text of which is set out on pages 122 to 130 of the 2025 Annual Report, which will take effect from the date on which this resolution is passed.

Resolution 4 - Annual Bonus Plan (ABP)

To approve the rules of the Aviva ABP, the principal features of which are summarised in Appendix 2 to this Notice and a copy of which will be produced in draft to the AGM, and that the Directors be authorised:

  • to do all such acts and things necessary to give effect to and operate the ABP; and
  • to establish schedules to, or further incentive plans based on, the ABP, but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any awards made under such schedules or further plans are treated as counting against the limits on individual or overall participation in the ABP.

Resolution 5 - Long-Term Incentive Plan (LTIP)

To approve the rules of the Aviva LTIP, the principal features of which are summarised in Appendix 2 to this Notice and a copy of which will be produced in draft to the AGM, and that the Directors be authorised:

  • to do all such acts and things necessary to give effect to and operate the LTIP; and
  • to establish schedules to, or further incentive plans based on, the LTIP, but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any awards made under such schedules or further plans are treated as counting against the limits on individual or overall participation in the LTIP.

Resolution 6 - Climate-related Financial Disclosures

To approve the Company's Climate-related Financial Disclosures for 2025 set out on pages 72 to 74 of the 2025 Annual Report.

Resolution 7 - Dividend Declaration

To declare, subject to the condition below, a final dividend for the year ended 31 December 2025 of 26.2 pence per ordinary share of 32 17/19 pence nominal value, payable on Thursday, 14 May 2026 to ordinary shareholders named on the Register of Members as at the close of business on Friday, 27 March 2026.

The dividend is conditional upon the Directors not having determined (at their discretion) to cancel the dividend at any point prior to its payment.

Resolutions 8 to 20 - Re-election of Directors

  1. To re-elect George Culmer as a Director of the Company.
  2. To re-elect Amanda Blanc as a Director of the Company.
  3. To re-elect Charlotte Jones as a Director of the Company.
  4. To re-elect Cheryl Agius as a Director of the Company.
  5. To re-elect Andrea Blance as a Director of the Company.
  6. To re-elect Ian Clark as a Director of the Company.
  7. To re-elect Patrick Flynn as a Director of the Company.
  8. To re-elect Shonaid Jemmett-Page as a Director of the Company.
  9. To re-elect Mohit Joshi as a Director of the Company.
  10. To re-elect Pippa Lambert as a Director of the Company.
  11. To re-elect Jim McConville as a Director of the Company.
  12. To re-elect Michael Mire as a Director of the Company.
  13. To re-elect Neil Morrison as a Director of the Company.

Resolution 21 - Re-appointment of the Auditor

To re-appoint Ernst & Young LLP as Auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid.

Resolution 22 - Authority to agree the Auditor's Remuneration

To authorise the Audit Committee to determine the Auditor's remuneration.

Resolution 23 - Political donations

That in accordance with sections 366 and 367 of the Companies Act 2006 (the Act) the Company, and all companies that are its subsidiaries at any time during the period for which this resolution has effect, be authorised, in aggregate, to:

  • make donations to political parties or independent election candidates, not exceeding £100,000;
  • make donations to political organisations other than political parties, not exceeding £100,000; and
  • incur political expenditure, not exceeding £100,000, (as such terms are defined in sections 363 and 365 of the Act) provided that the aggregate amount of such donations and expenditure shall not exceed £100,000 during the period from the date of the passing of this resolution until the conclusion of the next AGM or, if earlier, 1 July 2027, provided that the aggregate amount may comprise sums in different currencies that shall be converted at such rate as the Directors may in their absolute discretion determine.

Resolution 24 - Authority to allot ordinary shares

To generally and unconditionally authorise the Directors in accordance with section 551 of the Act to exercise all the powers of the Company to allot ordinary shares in the Company or grant rights to subscribe for or to convert any security into ordinary shares in the Company:

  • up to an aggregate nominal amount of £335 million; and
  • up to a further aggregate nominal amount of £335 million in connection with a fully pre-emptive offer to:
  • ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  • holders of other equity securities as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary, to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) that may be traded for a period before payment for the securities is due 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, or legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

Aviva plc

Notice of 2026 Annual General Meeting


Notice of 2026 Annual General Meeting continued

Unless previously renewed, revoked or varied, the authorities conferred by this resolution 24 shall apply in substitution for all existing authorities under section 551 of the Act (save for (i) to the extent unutilised, the authority of the Directors to allot ordinary shares in the Company pursuant to an offer or arrangement made by the Company before the expiry of the authority granted to the Directors pursuant to resolution 22 at the Company's Annual General Meeting held on 30 April 2025; and (ii) any authority conferred by resolution 25) until the conclusion of the next AGM of the Company after the date on which this resolution is passed or, if earlier, 1 July 2027 but, in each case, so that the Company may make offers and enter into agreements before the authority expires that would, or might, require shares to be allotted or rights to be granted after the authority expires and the Directors may allot shares or grant such rights under such an offer or agreement as if the authority conferred hereby had not expired.

Resolution 25 - Additional authority to allot new ordinary shares in relation to issuances of SII Instruments

In addition to the authority granted pursuant to resolution 24, to unconditionally authorise the Directors in accordance with section 551 of the Act to exercise all the powers of the Company to allot ordinary shares in the Company or grant rights to subscribe for or to convert any security into ordinary shares in the Company up to an aggregate nominal amount of £150 million in connection with:

a. any issuance(s) of UK Solvency II (SII) Instruments:

i. where the Directors consider that such issuance of SII Instruments would be desirable, including in connection with, or for the purposes of, complying with or maintaining compliance with the regulatory requirements or targets applicable to the Company or to the Group from time to time; and

ii. subject to applicable law and regulation, at such allotment, subscription or conversion prices (or such maximum or minimum allotment, subscription or conversion price methodologies) as may be determined by the Directors from time to time.

Unless previously renewed, revoked or varied, the authority conferred by this resolution 25 shall apply in addition to all other authorities under section 551 of the Act until the conclusion of the next AGM of the Company after the date on which this resolution is passed or, if earlier, 1 July 2027 but, in each case, so that the Company may make offers and enter into agreements before the authority expires that would, or might, require ordinary shares to be allotted or rights to be granted after the authority expires and the Directors may allot ordinary shares or grant such rights under such an offer or agreement as if the authority conferred hereby had not expired.

For the purpose of this resolution 25, "SII Instruments" means any securities, instruments or other agreements to be issued or entered into by the Company or any other member of the Group from time to time, and which in each such case are:

i. intended to form all or part of a type or class of securities, instruments or other agreements, the terms of which are eligible or otherwise enable the Company or any other member of the Group from time to time to meet any applicable regulatory requirements specified by the Prudential Regulation Authority or other such authority having primary supervisory authority with respect to the Company or the Group from time to time, including requirements in relation to own funds, capital resources, capital, contingent capital or buffer capital of the Company or the Group;

ii. convertible into, exchangeable for, or otherwise may result in the issuance of ordinary shares of the Company in the event that the capital or solvency position of the Company, the Group and/or any member of the Group from time to time falls below certain defined levels; and

iii. otherwise on such terms as may be determined by the Directors or a committee thereof upon issue.

SPECIAL RESOLUTIONS

Resolution 26 - Disapplication of pre-emption rights

That, subject to the passing of resolution 24:

i. the Directors be given power to allot equity securities (as defined in the Act) for cash under the authority given by resolution 24 as if section 561 of the Act did not apply to any such allotment or sale; and

ii. the power under paragraph i) above (other than in connection with a fully pre-emptive offer, as contemplated by resolution 24(b)(i) and (ii)), shall be limited to the allotment of equity securities having a nominal amount not exceeding in aggregate £100 million.

This authority shall expire at the conclusion of the next AGM of the Company after the passing of this resolution, or, if earlier, at the close of business on 1 July 2027 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted after the authority expires and the Board may allot equity securities under any such offer or agreement as if the authority had not expired.

Resolution 27 - Authority to purchase own shares

That, in accordance with section 701 of the Act, the Company be generally and unconditionally authorised to make one or more market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 32 17/19 pence each in the capital of the Company provided that:

a. the maximum aggregate number of ordinary shares authorised to be purchased is 305 million;

b. the minimum price which may be paid for an ordinary share is 32 pence (exclusive of expenses payable by the Company in connection with the purchase);

c. the maximum price which may be paid for an ordinary share (exclusive of expenses payable by the Company in connection with the purchase) is the higher of:

i. an amount equal to 105% of the average market quotation for an ordinary share, as derived from the London Stock Exchange Daily Official List over the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and

ii. an amount equal to the higher of the price of the last independent trade and the highest current independent purchase bid for an ordinary share on the trading venues where the purchase is carried out; and

d. this authority shall expire at the conclusion of the next AGM of the Company after the date of the passing of this resolution or, if earlier, 1 July 2027, save that the Company may make a contract to purchase ordinary shares under this authority before the expiry of the authority, which will or may be executed wholly or partly after the expiry of the authority, and may make a purchase of ordinary shares in pursuance of any such contract.

Resolution 28 - Articles of Association

To adopt new Articles of Association (in the form produced to the meeting and initialled by the Chair of the meeting for the purposes of identification) as the Articles of Association of the Company in substitution for, and to the exclusion of, the Company's existing Articles of Association with effect from the conclusion of this AGM.

Aviva plc

Notice of 2026 Annual General Meeting


Notice of 2026 Annual General Meeting

Resolution 29 - Notice of meetings other than Annual General Meetings

To authorise the Company to call general meetings other than an AGM on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the next AGM of the Company after the date of the passing of this resolution.

By order of the Board

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Susan Adams
Chief Corporate Governance Officer and
Group Company Secretary
Aviva plc
Registered office:
80 Fenchurch Street,
London, EC3M 4AE
Registered in England and Wales, No. 2468686
30 March 2026

Aviva plc
Notice of 2026 Annual General Meeting


Explanatory Notes

ORDINARY RESOLUTIONS

Resolution 1 - Annual Report and Accounts

The Directors are required to present to the meeting the Company's audited Annual Report and Accounts for the financial year ended 31 December 2025.

Resolution 2 - Directors' Remuneration Report

This resolution seeks shareholder approval for the Directors' Remuneration Report for the year ended 31 December 2025 (other than the part containing the Directors' Remuneration Policy, which is set out on pages 122 to 130 of the 2025 Annual Report), as required by the Act. The Directors' Remuneration Report appears on pages 111 to 147 of the 2025 Annual Report.

This vote is advisory and therefore does not directly affect the remuneration paid to any Director.

Resolution 3 - Directors' Remuneration Policy

In accordance with section 439A of Act, a separate resolution on the Directors' Remuneration Policy will be put to a vote by shareholders. Once the Directors' Remuneration Policy is approved, the Company will not be able to make a remuneration payment to a current or prospective Director or a payment for loss of office to a current or past Director, unless that payment is consistent with the Directors' Remuneration Policy or has been approved by a resolution of the members of the Company.

Shareholders are requested to approve the Directors' Remuneration Policy which is set out on pages 122 to 130 of the 2025 Annual Report.

Resolution 4 - Annual Bonus Plan

This resolution seeks approval of the revised rules of the ABP, which will replace the Company's existing annual bonus plan approved by shareholders on 6 May 2021. The ABP will be used for awards made after the date of the AGM. The main provisions of the ABP are summarised in Appendix 2 to this Notice. The proposed ABP rules are materially similar in structure and content to the existing plan, however in parallel with the changes proposed to the LTIP under resolution 5, the opportunity was taken to make updates in line with latest corporate governance expectations, investor guidance and market practice and, to seek approval of the renewal of the ABP on the revised terms for a further 10 years. The resolution also gives Directors the authority to establish schedules to the ABP, or separate plans that are commercially similar, for the purposes of granting awards to employees and executive directors who are based outside of the UK. Any awards made under such schedules or separate plans will count towards the limits on individual and overall participation in the ABP.

Resolution 5 - Long-Term Incentive Plan

This resolution seeks approval of the revised rules of the LTIP, which will replace the Company's existing long term incentive plan approved by shareholders on 6 May 2021. The LTIP will be used for awards made after the date of the AGM. The main provisions of the LTIP are summarised in Appendix 2 to this Notice. The proposed LTIP rules are materially similar in structure and content to the existing plan, however as the rules need to be presented to shareholders to approve the increased LTIP opportunity in line with the revised Directors' Remuneration Policy proposed at Resolution 3, the opportunity was taken to also make updates in line with latest corporate governance expectations, investor guidance and market practice and, to seek approval of the renewal of the LTIP on the revised terms for a further 10 years.

The resolution also gives Directors the authority to establish schedules to the LTIP, or separate plans that are commercially similar, for the purposes of granting awards to employees and executive directors who are based outside the UK. Any awards made under such schedules or separate plans will count towards the limits on individual and overall participation in the LTIP.

Resolution 6 - Climate-related Financial Disclosures

This resolution seeks approval for the Company's Climate-related Financial Disclosures for 2025 as set out on pages 72 to 74 of the 2025 Annual Report. This vote is advisory only. The resolution and vote are a means of providing shareholder feedback to the Board. Further information can also be found at www.aviva.com/sustainability/resources-and-reporting-hub.

Resolution 7 - Dividend declaration

The final dividend for the year ended 31 December 2025, as recommended by the Directors, is 26.2 pence per ordinary share. Further information on dividends can be found both on page 150 of the 2025 Annual Report and on the Company's website at www.aviva.com/dividends.

In compliance with the rules issued by the Prudential Regulation Authority (PRA) and other regulatory requirements to which Aviva plc and its subsidiaries (the Group) are subject, the dividend is required to remain cancellable at any point prior to it becoming due and payable. The dividend is therefore declared conditional upon the Directors not having determined (at their discretion) to cancel the dividend at any point prior to its payment. The Directors have no intention of exercising this cancellation right, other than where they determine it may be necessary or appropriate to do so as a result of legal or regulatory requirements (including without limitation if, prior to payment, the Group ceases to hold capital resources equal to or in excess of its Solvency Capital Requirement, or if that would be the case if the dividend were paid).

The Company will continue to offer shareholders the opportunity to use the cash dividend paid to purchase shares in the Company through its Dividend Reinvestment Plan (DRIP), which is operated by Computershare. Shareholders who wish to join or cancel their participation in the DRIP for the final dividend must provide their instruction to Computershare which must be received no later than 5.00pm on Wednesday, 22 April 2026. Shareholders can find further information about the DRIP on the Company's website at https://www.aviva.com/investors/dividends/.

Subject to shareholder approval of the final dividend, an entitlement notice in respect of the dividend paid and used to purchase shares under the DRIP will be dispatched by Computershare to shareholders participating in the DRIP.

Resolutions 8 to 20- Re-election of Directors

In accordance with the Company's Articles of Association, all Directors will retire and seek re-election at the AGM this year.

The Board, alongside the Nomination and Governance Committee, regularly reviews the diversity of skills, experience, and knowledge of those on the Board. All the Directors that are submitting themselves for re-election are highly experienced and bring valuable skills and knowledge to the Board. Accordingly, the Board considers that the current composition of the Board is both effective and appropriate and recommends the re-election of the Directors.

The independence of Directors is continually monitored, to ensure that no relationships or circumstances could interfere with their role and/or judgement.

With the support of its Nomination and Governance Committee, the Board has undertaken appropriate due diligence on each Non-Executive Director's independence, external interests and time commitments. This review concluded that each Director, with the exception of Michael Mire due to his tenure on the Board, is fully able to commit to the role and is free from any relationship or circumstance that would affect, or appear to affect, their independent judgement.

Following careful consideration, the Board considered that Michael Mire should continue to serve on the Board, notwithstanding that he has been appointed longer than nine years as a Non-Executive Director, because he brings significant experience of strategy and transformation and continues to contribute strongly to discussions.

Aviva plc

Notice of 2026 Annual General Meeting


Explanatory Notes continued

The biographical details of all Directors, correct as at Friday, 13 March 2026, are set out in Appendix 1 of this Notice. In the Board's view, these illustrate why each Director's contribution is, and continues to be, important to the Company's long-term sustainable success.

Resolutions 21 and 22 - Re-appointment and remuneration of the Auditor

Details of the work undertaken by the Auditor, its remuneration and the Company's policy with respect to non-audit work are set out on pages 103 to 106 of the 2025 Annual Report.

Auditors must be appointed at each general meeting at which the Annual Report and Accounts are presented to shareholders. An assessment of the effectiveness, independence and objectivity of the Auditor has been undertaken by the Audit Committee which has recommended to the Board that Ernst & Young LLP be re-appointed as Auditor.

The remuneration of the Auditor must be fixed by the Company in a general meeting or in such manner as the Company may determine in a general meeting. Resolution 22 authorises the Audit Committee to decide on the level of such remuneration.

Resolution 23 - Political donations

Resolution 23 seeks to renew the authority granted at the 2025 AGM for the Company and its subsidiaries to make political donations to political parties or independent election candidates, to other political organisations, or to incur political expenditure.

It is not the policy of the Company to give any money for political purposes in the UK nor does it make any donations to political organisations or incur political expenditure either within or outside of the UK.

However, the definitions of political donations and political expenditure used in the Act are very wide. It is therefore possible that normal business activities, such as engaging with the Company's stakeholders to ensure that issues and concerns affecting the operations of Aviva are considered and addressed, which might not be thought to be political expenditure in the usual sense, could be caught. In order to allow such activities to continue and avoid inadvertently contravening the Act, we are seeking authority to allow the Company and its UK subsidiaries to incur this type of expenditure up to a total aggregate limit of £100,000.

This resolution is not intended to authorise any particular donation or expenditure but is expressed in general terms as required by the Act. The authority will not be used to make political donations within the normal meaning of that expression.

Any political donation made or political expenditure incurred that is in excess of £2,000 will be disclosed in our Annual Report and Accounts for next year, as required by relevant legislation.

Resolution 24 - Authority to allot ordinary shares

The authority conferred on the Directors at the 2025 AGM to allot shares or grant rights to subscribe for or to convert any security into shares in the Company expires at the end of this year's AGM and the Board recommends that this authority be renewed.

Paragraph (a) of resolution 24 will give the Directors the general authority to allot up to a maximum aggregate nominal amount of £335 million of ordinary shares, being equivalent to approximately one-third (33.33%) of the Company's issued ordinary share capital as at the close of business on Friday, 13 March 2026, the last practicable date prior to the publication of this Notice.

Consistent with the guidance issued by the Investment Association (IA), paragraph (b) of resolution 24 will give further authority to the Directors to allot up to a maximum aggregate nominal amount of £335 million of ordinary shares, being equivalent to approximately one-third (33.33%) of the Company's issued ordinary share capital as at the close of business on Friday, 13 March 2026, provided the allotment is made in connection with a fully pre-emptive offer in favour of holders of equity securities (which would include ordinary shareholders). Together with the nominal value of any shares allotted or rights granted under the authority conferred by paragraph (a) of resolution 24, this would amount to £670 million representing approximately two-thirds (66.66%) of the Company's issued ordinary share capital as at the close of business on Friday, 13 March 2026.

The authorities sought in paragraphs (a) and (b) of resolution 24 are in addition to, and not in substitution for, the authority conferred by resolution 25 described in this Notice in relation to issuances of SII Instruments, and, to the extent unutilised, the authority of the Directors to allot ordinary shares in the Company pursuant to an offer or arrangement made by the Company before the expiry of the authority granted to the Directors pursuant to resolution 21 at the Company's annual general meeting held on 30 April 2025 but are otherwise in substitution for all other existing authorities, and are without prejudice to previous allotments made under such existing authorities.

The authorities conferred by resolution 24 will remain in force until the end of the AGM in 2027 or, if earlier, 1 July 2027. The Directors have no present intention of exercising these authorities. The authority is, however, sought to ensure that the Company retains flexibility in managing the Group's capital resources. Annual review of this authority is sought in accordance with best practice. As at Friday, 13 March 2026, the Company did not hold any treasury shares.

Resolution 25 - Additional authority to allot new ordinary shares in relation to issuances of SII Instruments

The Group is subject to the UK Solvency II regulatory framework. Under SII, the Group is required to hold sufficient capital to absorb losses in periods of stress and to provide a buffer to increase resilience against unexpected losses.

The Directors believe it is in the best interests of the Company to have the flexibility to issue SII Instruments from time to time, so that the Company has the flexibility to manage and maintain its, and the Group's, capital structure more effectively. This is in light of evolving regulatory capital requirements, market conditions and appetite for different instruments and their cost-effectiveness (including through the use of risk mitigation techniques permitted under SII).

The authority sought in resolution 25 may be used if the Directors believe that an issuance of SII Instruments would be desirable to ensure compliance with regulatory requirements or targets applicable to the Company or to the Group from time to time. However, the request for authority in resolution 25 is not an indication of whether the Company will issue any SII Instruments.

The Group's overall capital requirements may be satisfied by different types of own funds, the highest quality of which is classified as Tier 1 (Tier 1 Instruments) which includes ordinary shares, preference shares and paid-up subordinated bonds or other liabilities (Equity Convertible Instruments or ECIs) which are converted into ordinary shares in the event that the capital or solvency position of the Group or any member thereof falls below certain defined levels. On the occurrence of such an event, the ECIs will automatically convert into new ordinary shares in the Company. SII Instruments include the Tier 1 Instruments described above, as well as legally binding agreements to subscribe or pay for ECIs on demand.

Where the SII Instruments involve the conversion of any instrument into ordinary shares, or the allotment of ordinary shares to the holders of such instruments, the terms and conditions of the SII Instruments will specify at the outset a mechanism for setting the applicable allotment, subscription or conversion price. Resolution 25 gives the Directors authority to set such terms and conditions.

Resolution 25, will, if approved, give the Directors authority to allot ordinary shares in the Company or grant rights to subscribe for, or to convert any security into, ordinary shares

Aviva plc

Notice of 2026 Annual General Meeting


Explanatory Notes continued

in the Company, in accordance with section 551 of the Act up to an aggregate nominal amount of £150 million in connection with the issue of SII Instruments which is, in aggregate, equivalent to approximately 14.91% of the issued ordinary share capital of the Company, as at Friday, 13 March 2026, being the latest practicable date prior to the publication of this Notice.

SPECIAL RESOLUTIONS

Resolution 26 - Disapplication of pre-emption rights

If the Company allots new equity securities (other than in connection with an employee share scheme or any scrip dividend programme that may be operated from time to time), it is required by the Act to first offer the securities to existing shareholders in proportion to their existing holdings (known as pre-emption rights) but the Directors may seek shareholder approval to disapply pre-emption rights or issue equity securities on a non-pre-emptive basis.

At last year's AGM a special resolution was passed empowering the Directors under section 570 of the Act to allot equity securities for cash without first being required to offer such shares to existing shareholders in proportion to their existing shareholdings. It is proposed that this authority be renewed.

If approved, this resolution will authorise the Directors, in accordance with the Company's Articles of Association, to issue shares in connection with a rights issue or other preemptive offer and otherwise to issue shares without first being required to offer such shares to existing shareholders in proportion to their existing shareholdings for general corporate purposes (under paragraph ii of the resolution), up to a maximum nominal amount of £100 million (representing approximately 10% of the issued ordinary share capital of the Company as at Friday, 13 March 2026, the last practicable date prior to the publication of this Notice). This authority is within the limits set out by Pre-emption Group's (PEG) 2022 Statement of Principles.

The Directors confirm that, should they utilise the authority in resolution 27, they intend to follow the shareholder protections set out in Part 2B of the PEG 2022 Statement of Principles to the extent reasonably practicable and relevant.

The Company is not requesting additional authority to allot issued share capital for specified additional purposes or for follow-on offers as would be in line with the limits suggested by the PEG 2022 Statement of Principles for disapplication of pre-emption rights. The Board considers that the existing disapplication authority offers sufficient flexibility for the Company's needs at this time and will keep emerging market practice under review.

Resolution 27 - Authority to purchase own shares

On 5 March 2026, Aviva announced a share buyback which commenced on 6 March 2026 and is expected to be completed by 6 August 2026 of ordinary shares up to a maximum aggregate purchase price of £350 million. From the commencement of the buyback on 6 March 2026 to the close of business on Friday, 13 February 2026, the Company has purchased 120,000 ordinary shares of 32 17/19 pence nominal value in Aviva.

As of Friday, 13 March 2026 20,000 shares purchased through the share buyback programme have been cancelled. 100,000 ordinary shares of 32 17/19 pence nominal value have been purchased and are yet to be cancelled.

Resolution 27 renews the authority granted at the 2025 AGM for the Company to buy back its own ordinary shares in the market. The authority limits the number of ordinary shares that could be purchased to a maximum of 305 million (representing less than 10% of the issued ordinary share capital of the Company as at the close of business on Friday, 13 March 2026). The authority sets minimum and maximum prices at which such shares may be bought.

The authority will be exercised only if the Directors believe that to do so would be in the best interests of the shareholders as a whole and if it would result in an increase in earnings per share.

Any ordinary shares purchased pursuant to this authority may either be held as treasury shares or cancelled by the Company, depending on which course of action is considered by the Directors to be in the best interests of the shareholders at the time.

As at the close of business on Friday, 13 March 2026, there were options and awards over 67,169,840 ordinary shares, which represented 2.20% of the Company's issued ordinary share capital as at that date. If the authority to purchase the Company's ordinary shares granted at the 2025 AGM and the authority proposed to be granted under resolution 27 were exercised in full, these options and awards would represent 2.70% of the Company's issued ordinary share capital calculated as at that date.

This percentage would reduce to 2.44% if no purchases are made under the authority granted at the 2025 AGM, but the authority proposed to be granted under resolution 27 was exercised in full. As at the close of business on Friday, 13 March 2026, the Company did not hold any treasury shares and no warrants over ordinary shares in the capital of the Company existed.

The authorities will remain in force until the end of the AGM in 2027 or, if earlier, 1 July 2027.

Resolution 28 - Articles of Association

Resolution 28 proposes to adopt new Articles of Association in substitution for, and to the exclusion of, the Company's existing Articles of Association. The principal changes introduced in the new Articles of Association are summarised below.

Minor, technical and clarifying changes have not been noted.

Share certificate postage risk (Article 11.5)

Adding a provision stating that the Company is not responsible in cases where share certificates are lost or destroyed in the course of delivery.

Power of sale for shares owned by untraced shareholders (Article 29)

Amending the period until the Company can exercise power of sale for untraced shareholders who have not claimed a payment or contacted the Company regarding their shareholding from ten to six years.

This amendment is in line with evolving market practice and consideration has been given to the balance between the administrative burden of untraced shareholders to the Company and safeguarding shareholders rights.

The Company's right to sell such shares remains conditional upon: (i) a notice first being sent to the shareholder's last known address following expiration of the six-year period; and (ii) the expiration of three further months following the notice under being served, during which the relevant shareholder has not contacted the Company.

Quorum for General Meetings (Article 46)

Reducing quorum requirements from ten to two shareholders, in line with market practice and section 318 of the Act.

Unclaimed dividends (Article 127)

Reducing the period for which unclaimed dividends are forfeited to the Company from twelve to six years.

As with the proposed amendment to article 29 above, the amendment is in line with evolving market practice and is designed to balance administrative burden on the Company with shareholder rights.

Aviva plc

Notice of 2026 Annual General Meeting


Explanatory Notes continued

The new Articles of Association

A copy of the Company's existing Articles of Association and a copy marked to show the differences between those and the new Articles of Association as proposed to be adopted pursuant to resolution 28, will be available for inspection from the date of this Notice and up to the time of the AGM at the registered office of the Company during the usual business hours and at the place of the AGM from 8.45am until the close of the meeting. The articles will also be available at www.aviva.com/articles.

Resolution 29 - Notice of meetings other than Annual General Meetings

The Act requires listed companies to call general meetings on at least 21 clear days' notice unless shareholders have approved the calling of general meetings at shorter notice.

At the 2025 AGM, shareholders approved the calling of meetings other than an AGM on not less than 14 clear days' notice. The Company would like to preserve this ability and this resolution seeks such approval. In order to allow for the shorter notice period, the Company will continue to make electronic voting available to all shareholders.

In practice, we would always aim to give a longer notice period to ensure all shareholders are able to participate fully. The 14 clear days' notice period would therefore only be used in exceptional circumstances where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. If this authority is used, the Company would then explain in its next Annual Report the reasons for taking this exceptional action.

The authority will remain in force until the end of the AGM in 2027 or, if earlier, 1 July 2027.

Aviva plc
Notice of 2026 Annual General Meeting


Appendix 1 - Our Board of Directors

COMMITTEE MEMBERSHIP KEY

  • Nomination and Governance Committee
  • Audit Committee
  • Risk Committee
  • Customer and Sustainability Committee
  • Remuneration Committee
  • Chair

George Culmer

Chair

Appointed

Non-Executive Director - Sep 2019
Senior Independent Director - Jan 2020
Chair - May 2020

Experience and competencies

George brings significant board-level exposure with over 20 years experience as a FTSE 100 Director, including Chief Financial Officer of Lloyds Banking Group plc and, prior to that, Chief Financial Officer of RSA Insurance Group plc. George has also worked at Zurich Financial Services and Prudential plc.

George has a deep understanding of insurance and wider financial services and insight into the challenges that affect Aviva's businesses and the implications for shareholders, which make him well placed to lead the Board in driving the strategy, culture, and values of the Group.

External appointments

  • Senior Independent Director of Rolls-Royce Holdings plc
  • Trustee of the Army Benevolent Fund

Dame Amanda Blanc

Group Chief Executive Officer (CEO)

Appointed

Non-Executive Director - Jan 2020
Group CEO - July 2020

Experience and competencies

Amanda has held senior executive roles across the insurance industry as Group Chief Executive Officer at AXA UK PPP & Ireland, and Chief Executive Officer, EMEA & Global Banking at Zurich Insurance Group. Amanda held executive leadership positions at Towergate Insurance Brokers, Groupama Insurance Company and Commercial Union. She served as Chair of the Insurance Fraud Bureau, President of the Chartered Insurance Institute, a member of the Prime Minister's Business Council, and Co-Chair of the UK Transition Taskforce.

Amanda's broad executive experience in the insurance industry makes her well qualified to lead Aviva. Amanda has greatly simplified Aviva and overseen a significant strengthening of Aviva's financial position.

Amanda is a director of Aviva Group Holdings Limited.

External appointments

  • Senior Independent Director of BP plc
  • Board member of the Association of British Insurers
  • Member of the UK Government's British Infrastructure Taskforce

Charlotte Jones

Group Chief Financial Officer (CFO)

Appointed

Group CFO - Sep 2022

Experience and competencies

Charlotte has held a number of executive positions during her career, including Chief Financial Officer of RSA Insurance plc, Interim Chief Executive Officer of the RSA UK & International business, and Chief Financial Officer of Jupiter Fund Management plc. Before that, Charlotte was Head of Group Finance at Credit Suisse Group, Deputy Group Chief Financial Officer at Deutsche Bank Group and an audit partner at EY. Charlotte is a Chartered Accountant.

Charlotte is a highly experienced Chief Financial Officer with an impressive track record across the insurance, banking, and asset management industries. Charlotte's financial expertise and strategic decision making skills play a fundamental role in driving Aviva towards its strategic goals.

Charlotte is a director of Aviva Group Holdings Limited, Aviva Insurance Limited and Direct Line Insurance Group Limited.

External appointments

  • Member of the Sheffield University Management School Advisory Board

Cheryl Agius

Independent Non-Executive Director

Appointed

Non-Executive Director - May 2024

Experience and competencies

Cheryl is a qualified actuary with over 30 years' experience in the financial services industry. Cheryl was Chief Executive Officer of Saga plc's general insurance business and, prior to that, Chief Executive Officer of Legal & General Group plc's general insurance business. Cheryl held senior leadership roles in Legal & General's retirement division and was responsible for setting up the US retirement business.

Cheryl is Chair of Aviva Investors Holdings Limited and Aviva Investors Global Services Limited and previously served as a Non-Executive Director of Aviva Life Holdings UK Limited, Aviva Life & Pensions Limited and Chair of Aviva Equity Release UK Limited, all subsidiaries in the Aviva Group. Cheryl was also Chair of the Aviva Life Holdings UK Limited Conduct and Investment Committees.

Cheryl's extensive experience of both listed and regulated financial services companies and her knowledge of the Aviva Group make her a strong addition to the Board and Chair of the Aviva Investors business.

External appointments

  • Chair and Trustee of British Coal Staff Superannuation Scheme

Aviva plc

Notice of 2026 Annual General Meeting


Appendix 1 - Our Board of Directors

Andrea Blance

Independent Non-Executive Director

Appointed
Non-Executive Director – Feb 2022

Experience and competencies
Andrea is an experienced financial services leader and board member who has deep understanding of governance, the regulatory environment and risk management, making her a strong Chair of the Risk Committee.

Andrea spent her executive career at Legal & General Group plc where she held a range of senior leadership roles including Group Chief Risk Officer and Strategy & Marketing Director. More recently, Andrea has been Risk Committee Chair of Hargreaves Lansdown plc, Senior Independent Director and Remuneration Committee Chair of Vanquis Banking Group plc, Senior Independent Director and Audit Committee Chair of ReAssure plc, and Risk Committee Chair of Scottish Widows plc and Lloyds Banking Group Insurance.

External appointments
- Non-Executive Director and Remuneration Committee Chair of Pennon Group plc

Ian Clark

Independent Non-Executive Director

Appointed
Non-Executive Director – Mar 2024

Experience and competencies
Ian is a chartered accountant with over 40 years' experience of working in the financial services industry. He has extensive executive experience, most notably as an equity partner at Deloitte where he led the strategy and corporate finance practice for the insurance sector. Prior to that, he was a partner at Bacon & Woodrow. Ian also has significant experience as a Non-Executive Director of regulated companies.

Ian is Chair of Aviva Insurance Limited and Direct Line Insurance Group Limited.

Ian has a strong knowledge of the General Insurance market, including the risks faced by the sector and of the regulatory regime in which it operates. This makes Ian a valuable addition to the Board and Chair of the UK & Ireland General Insurance business.

External appointments
- Non-Executive Director of EGV (Holdings) Limited
- Treasurer and member of the Court of the Worshipful Company of Insurers
- Trustee of African Revival

Patrick Flynn

Senior Independent Director

Appointed
Non-Executive Director – Jul 2019
Senior Independent Director – Sep 2020

Experience and competencies
Patrick is an experienced finance executive and has significant experience in retail, financial and insurance services.

Patrick was previously Chief Financial Officer of ING, a European banking group. Prior to that, Patrick was Chief Financial Officer of HSBC Insurance. He also served as a Non-Executive Director of two listed former ING insurance companies. His experience thoroughly equips Patrick to chair the Audit Committee and to support the Chair as Senior Independent Director.

External appointments
- Non-Executive Director and Audit Committee Chair of NatWest Group plc.

Shonaid Jemmett-Page

Independent Non-Executive Director

Appointed
Non-Executive Director – Dec 2021

Experience and competencies
Shonaid is an experienced director and her business leadership and broad experience including in the financial services, sustainability and digital sectors make her a valuable addition to the Board and Chair of the Customer and Sustainability Committee.

Shonaid was previously Chair of MS Amlin and has held a number of senior roles during her executive career including as Chief Operating Officer of CDC Group, Global SVP Finance and Information at Unilever and a partner at KPMG. More recently, Shonaid Chaired Greencoat UK Wind PLC.

External appointments
- Chair of ClearBank Ltd
- Chair of Cordiant Digital Infrastructure Limited
- Non-Executive Director of QinetiQ Group Plc

Mohit Joshi

Independent Non-Executive Director

Appointed
Non-Executive Director – Dec 2020

Experience and competencies
Mohit is Chief Executive Officer and Managing Director of Tech Mahindra Limited, a leading provider of digital transformation, consulting and business re-engineering services and solutions. Prior to that he was President of Infosys Limited, where he led the financial services, healthcare and life sciences business verticals for the company and was the Chair of EdgeVerve, its software subsidiary. Mohit joined Infosys in 2000 after an initial career in banking and has over 24 years of professional experience working across the US, India, Mexico, and Europe.

Mohit is an established business leader in technology and transformation, adding significantly to the skills and expertise of the Board.

External appointments
- Managing Director and Chief Executive Officer of Tech Mahindra Limited

Aviva plc
Notice of 2026 Annual General Meeting


Appendix 1 - Our Board of Directors

Pippa Lambert
Independent Non-Executive Director

Appointed
Non-Executive Director – Jan 2021

Experience and competencies
Pippa was previously Global Head of Human Resources at Deutsche Bank where she was responsible for leading the development of a successful and progressive HR transformation programme, focused on improving the group's culture, diversity and inclusion and digital agendas.

Prior to that, Pippa was Group Head of Reward at the Royal Bank of Scotland plc (now NatWest Group plc) where she worked closely with the Board on the redevelopment and restructure of the bank's compensation and benefits programme. Pippa's experience makes her a valuable Chair of the Remuneration Committee and contributes significantly to the Board discussions in areas relating to people and reward matters.

External appointments
- Board Member and Remuneration Committee Chair of Zopa Bank Limited
- Trustee of Future Dreams Trust Limited

Jim McConville
Independent Non-Executive Director

Appointed
Non-Executive Director – Dec 2020

Experience and competencies
Jim was previously Group Finance Director of The Phoenix Group, where he was responsible for all aspects of the Group's financial strategy and management and led the transition programme bringing Phoenix and Standard Life Assurance together. Prior to that he was Chief Financial Officer of Northern Rock from 2010 to 2012, and for many years worked for Lloyds TSB Group (now Lloyds Banking Group plc) in a number of senior finance and strategy related roles.

Jim is Chair of Aviva Life Holdings UK Limited and its subsidiary Aviva Life & Pensions UK Limited.

Jim's experience significantly adds to the knowledge and expertise of the Board and makes him a strong Chair of the IWR Business.

External appointments
- Director of The Royal Bank of Scotland International (Holdings) Limited and The Royal Bank of Scotland International Limited.

Michael Mire
Non-Executive Director

Appointed
Non-Executive Director – Sep 2013

Experience and competencies
Michael was most recently senior partner at McKinsey & Company where he worked for more than 30 years, and through his governmental experience, he brings a unique perspective and insight to the Board. His experience with the Department of Health and Social Care and the Care Quality Commission gives Michael insight into the Health and Protection market.

Michael also has a detailed understanding of the financial services sector, and a wealth of experience in business transformation and developing strategies for retail and financial services companies. This makes Michael a valuable member of the Board.

External appointments
- Non-Executive Director of the UK Government's Care Quality Commission

T. Neil Morrison
Independent Non-Executive Director

Appointed
Non-Executive Director – June 2024

Experience and competencies
Neil has over 40 years of experience in the insurance industry, most recently as a Managing Partner and Chair of Platform Insurance Management Inc., one of Canada's fastest growing insurance brokers.

Neil's experience includes executive roles with Hub International Limited (US, Canada, Brazil & Caribbean). Prior to this, Neil was President & Chief Executive Officer of Hub International HKMB Ontario where Neil led a diverse executive team focused on delivering great customer service, organic revenue growth and retention, M&A, and strong margin contribution. Neil is a past Chair of the Insurance Institute of Canada, Worldwide Broker Network and BOXX Insurance Inc.

Neil is Chair of Aviva Canada Inc. and Director of Probitas 1492 (Pacific) Pty Ltd.

Neil's knowledge of Aviva's products and operations, the London market as a past Lloyd's coverholder, and the competitive and regulatory landscape Aviva operates within makes him a valuable addition to the Board and Chair of the Aviva Canada business.

External appointments
- Board Observer of InsurePay Inc.

Aviva plc
Notice of 2026 Annual General Meeting


Appendix 2 - Summary of the Principal Features of the Proposed Aviva Share Plans

SUMMARY OF THE PRINCIPAL FEATURES OF THE PROPOSED ANNUAL BONUS PLAN AND LONG-TERM INCENTIVE PLAN

Introduction

A summary of the key features of the Annual Bonus Plan (the ABP) and the Long-Term Incentive Plan (the LTIP) (together, the Plans) is set out below, followed by a summary of the general features applicable to both Plans.

ANNUAL BONUS PLAN

The ABP is a discretionary plan, which has been operated since 2011. It is being put to shareholders on materially similar terms to the existing plan (last approved by shareholders in 2021), however in parallel with the changes proposed to the LTIP, the opportunity was taken to make updates in line with latest corporate governance expectations, investor guidance and market practice and, to seek approval of the renewal of the ABP on the revised terms for a further 10 years.

Awards & participants

The ABP enables employees and executive directors of the Aviva Group to receive some or all of their annual discretionary cash bonus in the form of the Company's shares on a deferred basis. All employees and executive directors of the Aviva Group are eligible to participate, however, it is intended that only senior employees and executive directors will be invited to do so. Under the ABP, awards of shares, equal in value to the amount of bonus deferred, will be granted in the form of conditional awards or as options (for market value or less, including zero).

Deferral period and maximum value of awards

The shares under award will vest and be received by participants after a pre-determined period of time (usually three years, delivered in equal tranches). The amount of a participant's cash bonus that can be deferred in shares under the ABP in respect of any financial year will be determined by the Company's board of directors (or a duly authorised person or group of persons) (the "Directors"), but this will not exceed two-thirds of the value of the participant's cash bonus.

Cessation of employment

Participants who cease employment will normally forfeit their awards at the time notice of termination is given or received. However, participants who cease employment due to disability, death, or for any other reason at the Directors discretion, will receive the shares under award on the normal vesting date (or the date of death), unless the Directors decide otherwise. Retirees are subject to post-activity restrictions which allow the Directors to reduce or recover awards if employment as an executive director (or local equivalent) is taken elsewhere.

Takeover and restructuring

In the event of a takeover, scheme of arrangement, merger or other corporate reorganisation, participants may be required or allowed to exchange their awards for awards over shares in the acquiring company. Alternatively, participants will receive all the shares under their awards as soon as possible after the relevant event.

AVIVA LONG-TERM INCENTIVE PLAN

The LTIP is a discretionary plan, which has been operated since 2011. It is being put to shareholders on materially similar terms to the existing plan (last approved by shareholders in 2021). As the rules need to be presented to shareholders to approve the increased LTIP opportunity in line with the revised Directors' Remuneration Policy, the opportunity was taken to also make updates in line with latest corporate governance expectations, investor guidance and market practice and, to seek approval of the renewal of the LTIP on the revised terms for a further 10 years.

Awards & participants

Under the LTIP, awards may be granted to employees of the Aviva Group and will take the form of conditional awards, or as options (for market value or less, including zero) over shares in the Company. All employees and directors of the Aviva Group are eligible to participate in the LTIP, however it is intended that only senior employees and executive directors will be invited to participate. The shares under award will normally be conditional on the participant remaining in employment for at least three years from the date of award, after which the award will vest. Awards may be granted in tranches.

Individual limit

Awards to any executive director or employee may only be granted in accordance with the maximum award limit set out in the Directors' Remuneration Policy. In exceptional circumstances, awards to employees (but to not executive directors) may exceed this limit.

Performance conditions

The vesting of awards may, and must in the case of executive directors, be conditional on the satisfaction of one or more performance conditions linked to the performance of the Company and measured over a period of usually three consecutive years. Performance conditions must be objective and specified at the award date. The Grantor, as defined in the LTIP rules, with the consent of the Directors, may waive or change a performance condition in accordance with its terms or if anything happens which causes the Grantor reasonably to consider it appropriate to do so.

If the award is conditional on the satisfaction of performance conditions, these will be stretching and for executive directors, will be set by the Remuneration Committee and disclosed in the Directors' Remuneration Report. The performance period will be at least three years long.

The Directors may amend the performance conditions in limited circumstances, to take account of events which may occur during the performance period.

Holding period

Conditional awards may be subject to a holding period following vest, during which shares cannot be transferred, assigned or disposed, other than for certain permitted reasons. The Directors will determine the duration of the holding period, which is currently 2 years for executive directors.

Cessation of employment

Participants who cease employment will normally forfeit their awards at the time notice of termination is given or received. However, participants who cease employment due to disability, death, or for any other reason at the Directors discretion, will receive a number of shares on the normal vesting date calculated by applying the performance conditions over the normal performance period and, unless the Directors decide otherwise, be reduced pro rata to take account of the duration of their employment during the vesting period. Retirees are subject to post-activity restrictions which allow the Directors to reduce or recover awards if employment as an executive director (or local equivalent) is taken elsewhere.

Takeover and restructuring

In the event of a takeover, scheme of arrangement, merger or other corporate reorganisation, participants may be required or allowed to exchange their awards for awards over shares in the acquiring company. The Directors may determine that performance conditions apply to any awards which are exchanged. Alternatively, participants will receive shares as soon as possible after the relevant event. The number of shares (if any) will be calculated by applying the performance conditions up to the date of the relevant event and, unless the Directors decide otherwise, be reduced pro rata to reflect the proportion of the original vesting period that has lapsed.

Aviva plc

Notice of 2026 Annual General Meeting


Appendix 2 - Summary of the Principal Features of the Proposed Aviva Share Plans

GENERAL PROVISIONS APPLICABLE TO THE PLANS

Operation

The operation of the Plans will be overseen by the Company's Remuneration Committee, or such other committee to which the Directors delegate responsibility. Except in exceptional circumstances, grants of awards will normally only be made within 42 days of the announcement of the Company's results for any period. Grants under the Plans may be made by the Company or, with the consent of the Directors, by a subsidiary of the Company or the trustee of an employee trust established for the benefit of employees of the Company and/or any subsidiary of the Company. The Directors will determine or, where grants will not be made by the Company, approve the number of shares to be comprised in awards or options granted under the Plans.

Non-transferable

Awards will be personal to the participant and may not be transferred or assigned, except with the prior consent of the Directors (for example, to permit assignment to a family trust).

Discretion

In relation to the outcomes under the Plans, the Directors have unfettered discretion to adjust upward or downward (including to nil) the mechanical outcome where they consider that:

  • the outcome does not reflect the underlying financial or nonfinancial performance of the participant or the Aviva Group over the relevant period;
  • the outcome is not appropriate in the context of circumstances that were unexpected or unforeseen at the award date;
  • there exists any other reason why an adjustment is appropriate; and/or
  • it is appropriate to do so, taking into account a range of factors, including the management of risk and good governance and, in all cases, the experience of shareholders.

Malus & Clawback

Malus and clawback provisions are included under which an award may be reduced or cancelled prior to vesting, or clawed back after vesting, if the Directors determine that any of the triggers set out in the internal malus and clawback policy have been invoked. The clawback period currently runs for two years from vesting.

Dividend equivalent

Additional shares may be awarded on the vesting of awards (or exercise of options) to take account of dividends paid on the number of shares which vest (or are acquired on exercise) as if the dividend amount had been reinvested in shares.

Share usage

In any 10 year period, not more than 10% of the issued ordinary share capital of the Company may be issued or issuable under the Plans and all other employee share plans operated by the Company. This limit does not include awards which have lapsed or been surrendered. Awards may also be satisfied using treasury shares. If such shares are used, the Company will, so long as required under the guidelines of The Investment Association, count them towards the dilution limit set out above.

Variation of share capital

Awards may be varied to take account of variations in the share capital of the Company.

Issue of shares

Any shares issued under the Plans will rank equally with shares of the same class in issue on that date of allotment, except in respect of rights arising by reference to a prior record date.

Alternative methods of settling awards

At the discretion of the Directors, awards under the Plans may be satisfied by paying participants a cash amount equal to the value of the shares. In the case of options, exercises may be satisfied by paying participants cash equivalent to the difference between the option price and the market value of the shares, or delivering shares to the value of that amount.

Amending the Plans

Although the Directors will have the power to amend the provisions of the Plans in any way, the provisions relating to:

  • the participants;
  • the limit on the number of shares which may be issued under the Plans;
  • the individual limit;
  • the basis for determining a participant's entitlement to shares or cash under the Plans;
  • the adjustments of awards in the event of a variation of capital; and
  • the amendment rule;

cannot be altered to the advantage of participants without prior approval of shareholders in a general meeting (except for minor amendments to benefit the administration of the Plans, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants in the Plans or for the Company or any other members of its Group).

Termination

The Plans may be terminated at any time and in any event no awards under the Plans may be granted after the tenth anniversary of the approval by shareholders.

General

Awards are granted for no consideration. Benefits under the Plans are not pensionable. The Directors may establish further plans based on the Plans or add schedules to the Plans to take account of local tax, exchange control or securities laws in overseas territories, provided that any awards made under such schedules or further plans are treated as counting against the limits on individual or overall participation in the relevant Plan. Schedules to the Plans are currently included to operate certain award types on a tax-qualified basis in France, and to amend the rules in relation to potentially adverse tax rules for US taxpayers.

Note

This summary does not form part of the rules of the Plans and should not be taken as affecting the interpretation of their detailed terms and conditions. The Directors reserve the right to amend or add to the rules of the Plans up until the time of the AGM, provided that such amendments or additions do not conflict in any material respect with this summary.

Aviva plc
Notice of 2026 Annual General Meeting


Notes

INFORMATION FOR SHAREHOLDERS

Share capital / voting rights

As at Friday, 13 March 2026 (being the latest practicable date prior to the publication of this Notice) the issued share capital of the Company was 3,057,737,159 ordinary shares of 32 17/19 pence each. Each ordinary share carries the right to one vote. The issued share capital includes 100,000 ordinary shares purchased through the 2026 share buyback programme with cancellation pending. No shares are held in treasury. Therefore, the total voting rights in the Company as at Friday, 13 March 2026 was 3,057,617,159.

Documents for inspection

Copies of the following documents will be available for inspection at the Company's registered office during normal business hours on Monday to Friday each week from the date of this Notice until the time of the meeting (public holidays excepted), and will be at the place of the AGM on the day of the AGM from 8.45am until the close of the meeting:

  • the Executive Directors' employment contracts;
  • the Chair's letters of appointment and terms and conditions of appointment;
  • the Non-Executive Directors' letters of appointment and terms and conditions of appointment;
  • qualifying third-party indemnity provisions of which the Directors have the benefit;
  • the draft rules of the Long Term Incentive Plan and the Annual Bonus Plan as detailed in resolutions 4 and 5 and Appendix 2; and
  • Aviva plc's new Articles of Association.

Copies of the draft rules of the ABP and LTIP, and the full terms of Aviva plc's Articles of Association, will also be available for inspection through the National Storage Mechanism from the date of the publication of this Notice.

You can also arrange to view the documents remotely by contacting [email protected].

Website

A copy of this Notice, and other information required by section 311A of the Act, can be found at www.aviva.com/agm.

Voting and proxy arrangements

There are a variety of ways in which a shareholder can provide a voting instruction regarding the resolutions to be put to the AGM.

Voting at the meeting

Voting on each of the resolutions to be put to the AGM will be taken on a poll to reflect the number of shares held by a shareholder. This reflects the Company's established practice, and the Board considers that a poll is the best way of representing the views of as many shareholders as possible in the voting process.

Shareholders who attend the meeting electronically will be able to vote online at the meeting using the AGM website, https://meetings.lumiconnect.com/100-334-414-019. Further details can be found in the About the AGM section on page 17.

If a registered shareholder wishes to receive a post-meeting confirmation of how their vote was applied at a poll, whether that vote was cast electronically or not, then a request can be made to Computershare by emailing [email protected], no later than 30 days following the date of the meeting. In line with the requirements of the Act, the confirmation will be provided to the registered shareholder no later than 15 days from the day following the announcement of the poll results or receipt of the request, whichever is the later. The confirmation will be provided to the registered shareholder in the manner stipulated by Computershare. Requests must include the registered shareholder's name, address, shareholder reference number and confirm the name of the issuer and the date of the meeting for which they wish to receive a confirmation.

Giving your voting instruction in advance of the meeting

Shareholders are entitled to appoint a proxy to exercise any or all of their rights to attend, speak and vote at the AGM. A proxy need not be a shareholder of the Company. A shareholder may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to different shares.

Aviva Share Account (Aviva SA) members may instruct Computershare Company Nominees Ltd to vote on their behalf on a poll.

Appointing a proxy in advance of the meeting will not prevent shareholders from subsequently attending the meeting physically at Aviva's York offices or electronically and voting at the meeting.

If you are unable to attend the meeting or wish to register your proxy appointment/voting instruction now you can do so as follows:

  • Online:

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You can register your instruction electronically through www.investorcentre.co.uk/eproxy or by accessing the mobile site via the Quick Response code.

You will need to have your Form of Proxy, Voting Instruction Form, the Aviva SA annual summary, Notice of Availability or the Aviva AGM Notification email to hand when you log on as it contains information that is required in the process.

Employee share plan participants with shares held on the Equateplus site should refer to their AGM notification for details of how to vote.

  • By post:

Alternatively, you can complete the Form of Proxy or the Voting Instruction Form issued with hard copies of this Notice and return it to the Company's Registrar, Computershare. A pre-paid envelope addressed to Computershare is enclosed for this purpose. A postage stamp is not required if posted in the United Kingdom.

Please ensure that you sign the Form of Proxy or the Voting Instruction Form and initial any alterations. If someone other than you signs the Form of Proxy or the Voting Instruction Form, it must be returned with either the letter of authority, power of attorney or a certified copy of the power of attorney authorising them to sign on your behalf. If the holder is a corporation, the Form of Proxy or the Voting Instruction Form must be signed either under seal or under the hand of a duly authorised officer or attorney of that company, stating their capacity.

Aviva plc

Notice of 2026 Annual General Meeting


Notes continued

  • By CREST:
    CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof by using the procedures described in the CREST Manual (available by logging on at www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by Computershare Investor Services PLC (ID 3RA50) by 9am on Friday, 1 May 2026. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which Computershare is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that their CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

  • Proxymity Voting:
    If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 9am on Friday, 1 May 2026 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

American Depositary Receipts (ADRs)
If you held Aviva plc ADRs as at 5pm (United States Eastern Standard Time (EST)) on Wednesday, 26 March 2026, you will be entitled to instruct Citibank, N.A. (the ADR Depositary) to vote the shares represented by your ADR at the AGM on your behalf as your proxy.

If you hold your ADR directly on the register of ADR holders maintained by the ADR Depositary, simply complete and return the relevant ADR proxy card provided to the ADR Depositary to arrive by the voting deadline, 10am (EST) on Wednesday, 29 April 2026.

If you hold your ADR indirectly through a bank, broker or nominee, you will need to contact them directly to exercise your right to instruct the ADR Depositary to vote the shares represented by your ADR on your behalf as your proxy.

Vote withheld
The Company has included on the Forms of Proxy and Voting Instruction Forms a 'Vote withheld' option in order for shareholders to abstain on any particular resolution. However, please note that a 'Vote withheld' is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' or 'Against' the relevant resolution.

Proxy appointments must be received by Computershare by no later than 9am on Friday, 1 May 2026 for ordinary shareholders.

Shareholders must inform Computershare in writing of any termination of the authority of a proxy.

Voting instructions must be received by Computershare by no later than 9am on Wednesday, 29 April 2026 for members of the Aviva SA.

Employee share plan participants with shares held on the Equateplus site should refer to their AGM notification for details of how to vote.

The results of the polls
The announcement to the London Stock Exchange will take place as soon as practicable following the conclusion of the AGM and will also be published on the Company's website at www.aviva.com/agm.

Indirect investor rights
A person who is not a shareholder of the Company, but has been nominated by a shareholder to enjoy information rights in accordance with section 146 of the Act (a nominated person), does not have a right to appoint a proxy; however, nominated persons may have a right under an agreement with the shareholder to be appointed (or to have someone else appointed) as a proxy for the meeting.

Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under an agreement with the relevant shareholder to give instructions as to the exercise of voting rights. Nominated persons are reminded that they should contact the registered holder of their shares (and not the Company) on matters relating to their investment in the Company.

Aviva plc
Notice of 2026 Annual General Meeting


Notes continued

Corporations

Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of the same powers as the corporation could exercise if it were an individual member, provided that multiple corporate representatives do not vote in relation to the same ordinary shares.

Joint shareholders

In the case of joint shareholders only, the vote of the most senior shareholder (as determined by the order in which the names are listed on the register of members) present (electronically, physically or by proxy) at the AGM shall be accepted.

Entitlement to vote

Pursuant to section 360B(2) of the Act, the Company specifies that only those shareholders registered on the Register of Members of the Company at 5pm on Friday, 1 May 2026 shall be entitled to attend or vote at the AGM in respect of the number of ordinary shares registered in their name at that time or, in the event of an adjournment of this AGM, shareholders on the Register of Members at 5pm on the date (excluding any non-working days) that is two days before the adjourned AGM. Changes to entries on the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend or vote at the meeting.

Shareholder requests

Under section 527 of the Act, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the Auditor's report and the conduct of the audit) that are to be laid before the meeting; and (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual reports and accounts were laid in accordance with section 437 of the Act.

The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with section 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company's auditor no later than the time when it makes the statement available on the website. The business that may be dealt with at the meeting includes any statement that the Company has been required to publish on a website under section 527 of the Act.

ABOUT THE AGM

The Company's AGM for 2026 will be held at Aviva, Wellington Row, York, YO90 1WR on Wednesday, 6 May 2026 at 9am, with facilities to attend electronically.

Time of the meeting

8am - Registration commences at Aviva's York offices for shareholders attending physically.

8am - Access to the AGM website begins for shareholders attending electronically.

8.30am - the Boardroom (the main meeting room) doors open for shareholders at Aviva's York offices.

9am - The AGM commences.

Refreshments

Tea and coffee will be served from 8.30am until the start of the meeting.

Attending the AGM at Aviva's York offices

Please bring with you the Attendance Card, which is attached to the Form of Proxy or Aviva SA Voting Instruction Form, if you attend the AGM physically at Aviva's York offices. If you don't have an Attendance Card, your right to attend will be verified by the Company's Registrar, Computershare.

Representatives of corporate shareholders will need to produce evidence of their proper appointment when attending the AGM. Please contact Computershare if you need any further guidance on this.

Attending the AGM electronically

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Shareholders can attend and participate in the meeting electronically, should they wish to do so.

The Lumi AGM website can be accessed online using most well-known internet browsers such as Chrome, Edge, Firefox and Safari on a PC, laptop or internet-enabled device such as a tablet or smartphone. Please go to https://meetings.lumiconnect.com/100-334-414-019 on the day.

An active internet connection is required at all times in order to allow you to cast your vote when the poll opens, submit questions and watch the online broadcast of the meeting. It is your responsibility to ensure you remain connected for the duration of the meeting.

Logging In

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Aviva plc

Notice of 2026 Annual General Meeting


Notes continued

On accessing the website
https://meetings.lumiconnect.com/100-334-414-019, you will be asked to enter your unique Shareholder Reference Number and Personal Identification Number. These can be found printed on your Form of Proxy, Voting Instruction Form, the Aviva SA annual summary, Notice of Availability or the Aviva AGM Notification email. If you are attending as a proxy, corporate representative or invited guest, you should contact Lumi to obtain log in details.

Access to the meeting will be available from 8am on Wednesday, 6 May 2026; however, please note that your ability to vote will not be enabled until the Chair formally declares the poll open.

Online broadcast

The meeting will be broadcast and you will be able to see the presenters. Once logged in, and at the commencement of the meeting, you will be able to watch the proceedings of the meeting on your device.

AGM presentations

The presentations and formal business of the meeting will be available to view on the Company's website at www.aviva.com/agm after the meeting.

Questions

During the meeting, there will be an opportunity for shareholders, proxies and corporate representatives to ask questions on the business of the meeting. If you are attending the AGM at Aviva's York offices and wish to ask a question, please make your way to the question registration desk located outside of the meeting room before the meeting starts, where a marshal will assist you. If you are attending the AGM electronically, you may submit questions via the Lumi system, as described opposite.

Shareholders attending the AGM have the right to ask questions relating to the business of the AGM and the Company has an obligation to cause such questions to be answered unless they fall within any of the statutory exceptions. No answer will therefore be required to be given if: (i) it is undesirable in the interests of the Company or the good order of the AGM; (ii) to do so would unduly interfere with the preparation for the meeting or involve the disclosure of confidential information; or (iii) the answer has already been given on a website in the form of an answer to a question. Questions will be invited before the resolutions are formally put to the vote.

If you're unable to attend the meeting but would like to ask a question relating to the business of the meeting or would like to follow up on any answers given to a question at the meeting, please send your question by email to [email protected], and we will endeavour to provide you with a response as soon as possible.

Asking questions online during the meeting

Any eligible member attending the meeting remotely is permitted to partake in the discussion. Press the Q&A icon to submit your question. Type your message into the box at the bottom of the screen and press the 'Send' button.

Voting online during the meeting

Once the Chair has formally opened the meeting, he will explain the voting procedure. Once the voting has opened, the resolutions and voting choices will show up on your screen. To vote, simply select your voting direction from the options shown on screen. Your vote has been cast when the check mark appears. To change your vote, select 'change my vote'. If you wish to cancel your vote, select the 'clear vote' button. You will be able to do this at any time whilst the poll remains open and before the Chair announces its closure.

Transport and venue arrangements for Aviva's York offices

A map showing the location of the AGM is available on your Attendance Card, which has either been sent to you or is available online at www.investorcentre.co.uk/eproxy.

  • Aviva's York offices are located at Aviva, Wellington Row, York, YO90 1WR, close to York railway station.
  • A shuttle service will be available from York railway station to the venue at 8.15am on the day of the meeting.
  • A map has been provided on the back of the attendance card.
  • For your personal safety and security, the bags of everyone attending the meeting will be checked. Shareholders are requested not to bring large bags to the meeting. 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 meeting will not be permitted in the Boardroom. You will also be requested to turn off mobile telephones and other portable electronic devices.

Shareholders with special needs

  • An induction loop and a speech-to-text transcription will be available for people who are deaf or have a hearing impairment.
  • There will be facilities for shareholders who are in a wheelchair. Anyone accompanying a shareholder in need of assistance will be admitted to the meeting as a guest of that shareholder.

Aviva plc
Notice of 2026 Annual General Meeting


Notes continued

CONTACT DETAILS

Ordinary shareholders and members of the Aviva Share Account

If you require any help or further information regarding your shareholding, including help on how to register your email address to receive shareholder communications electronically, please contact Computershare using the contact details below:

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

American Depositary Receipt Holders

If you require any help or further information regarding your ADR holding, please contact the ADR Depositary, who maintains the Company's register of ADR holders, using the contact details below:

By telephone: 1 877 248 4237

(1 877-CITI-ADR), or +1 781 575 4555 if you're calling from outside the US. Lines are open from 8.30am to 6pm, Monday to Friday (EST).

By email: [email protected]

In writing:

Citibank Shareholder Services, PO Box 43077, Providence, Rhode Island 02940-3077 USA

Data privacy

Personal data provided by you, or on your behalf, which relates to you as a shareholder (including your name, contact details, votes and shareholder reference number) will be processed in line with the Company's privacy policy which is available at www.aviva.com/shareholder-privacy.

Filming the meeting

The meeting, including Q&A sessions with shareholders, as well as background shots of those present in the Boardroom, will be recorded on film. These images and stills from the footage may be published on our website or used in future publications online or in print. The recording of the formal business of the meeting and presentations will also be made available on our website after the meeting. If you attend the AGM in person you may be included in images or in the recording of the meeting.

Limitations of electronic addresses

You may not use any electronic address provided in either this Notice or any related documents (including the Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.

Please note that any electronic communication sent to the Company or the Registrar, Computershare, that is found to contain a computer virus will not be accepted.

Alternative format:

If you would like to request a copy of the Notice of AGM in an alternative format please contact our Registrar, Computershare, on 0371 495 0105.

Aviva plc

Registered office:

80 Fenchurch Street,

London, EC3M 4AE

Registered in England and Wales

No. 2468686

Aviva plc

Notice of 2026 Annual General Meeting


AVIVA

Aviva plc
80 Fenchurch Street, London, EC3M 4AE
+44 (0)20 7283 2000
www.aviva.com
Registered in England and Wales
Number 2468686
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