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GENERAL ACCIDENT PLC

Proxy Solicitation & Information Statement Mar 11, 2025

5278_agm-r_2025-03-11_8748d642-a127-4479-9274-e29ac5c29c73.pdf

Proxy Solicitation & Information Statement

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Advisory Vote Meeting and General Meeting Attendance Card

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

By telephone: 0371 495 0105

We are open Monday to Friday, 8.30am to 5.30pm UK time, excluding public holidays. Please call +44 117 378 8361 if calling from outside the UK.

By email:

[email protected]

www.computershare.co.uk/contactus

In writing:

Online:

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

Advisory Vote Meeting and General Meeting to consider and vote on the proposed Cancellation of the General Accident Preference Shares and parallel Tender Offer

Shareholder Reference Number:

Personal Identification Number:

General Accident's Advisory Vote Meeting will be held on 15 April 2025 at 9am at Events @ No 6, 6 Alie Street, London E1 8QT (Events @ No 6), with facilities to attend electronically.

General Accident's General Meeting will be held on 15 April 2025 at 10am at Events @ No 6, with facilities to attend electronically.

Further information and a map showing the location of the Advisory Vote Meeting and the General Meeting is on the reverse of this card. Please bring this card with you as evidence of your right to attend these meetings.

If you wish to appoint a proxy, you need to submit a valid proxy appointment by 10am on Friday, 11 April 2025. You can appoint a proxy using the Preference Shareholder Form of Proxy, via CREST or via the Proxymity platform, as outlined in notes 1 to 3 of the Preference Shareholder Form of Proxy. If you appoint a proxy other than the Chair to attend the physical meetings at Events @ No 6, they should take this card with them as evidence of their right to attend and state at registration that they are attending as your proxy.

You should note that you will not be eligible to receive the Voting Fee if you attend the Meetings.

Advisory Vote Meeting and General Meeting – useful notes

  • Preference shareholders, their proxies and Corporate Representatives attending physically at Events @ No 6, will be able to register for the Meetings and the General Meeting from 8.30am on 15 April 2025.
  • For your personal safety and security, the bags of everyone attending the Meetings will be checked. We recommend that you arrive in time to allow for this procedure. Shareholders are asked not to bring large bags to the meeting.
  • Cameras, recording equipment and other items that may interfere with the good order of the Meetings will not be permitted in the Meetings. You will be requested to turn off mobile telephones and other portable electronic devices.
  • There will be facilities for shareholders who are in a wheelchair. Anyone accompanying a shareholder in need of assistance will be admitted to the Meetings as a guest of that shareholder.
  • An induction loop and a speech-to-text transcription will be available for people who are deaf or have a hearing impairment.
  • Shareholders planning to attend electronically can do so by accessing the Advisory Vote Meeting website meetnow.global/GACADV2025 or the General Meeting website, meetnow.global/ GACGM2025 on the 15 April 2025 from 8am. To access either Meeting you will need to enter the Shareholder Reference Number and Personal Identification Number provided overleaf. Please refer to the Advisory Vote Circular or General Meeting Circular where you will find full details of the electronic attendance arrangements, including how to vote online and ask questions during the Meetings using the Computershare system.

Your personal data

The privacy and security of your personal data is taken very seriously and at all times General Accident and Computershare will comply with the prevailing laws and regulations governing confidentiality, data protection and security of information.

For more information on how your personal data is processed and your privacy rights, a privacy notice is available at www.aviva.com/shareholder‑privacy.

General Accident plc

Pitheavlis Perth, PH2 0NH +44 (0)20 7283 2000 www.aviva.com

Registered in Scotland Company No. SC119505

The Location

Events @ No 6:

  • Events @ No 6 is located in the City of London, just a short walk from Aldgate and Aldgate East tube stations.
  • If you participate in the Meetings by selecting Option 1 or Option 2 (see page 3), you will be eligible to receive a Voting Fee. You will not be eligible to receive the Voting Fee if you participate in the Meetings by any other means.

Preference Shareholder Form of Proxy Advisory Vote Meeting and General Meeting

Before completing this Preference Shareholder Form of Proxy, please read the notes provided in the Advisory Vote Circular, General Meeting Circular and the guidance notes overleaf.

There are three options to participate in the Tender Offer and/or the Advisory Vote Meeting and General Meeting via proxy: Option 1, Option 2, and Option 3. You can only select one option for each Preference Share held, but if you hold more than one Preference Share, you may choose different options for your Preference Shares (see note 7).

a) Option 1: As you hold your shares in CREST, if you wish to tender your Preference Shares in the Tender Offer pursuant to the Terms and Conditions set out in the Tender Offer Memorandum, you should do so by submitting a Tender Instruction (using a TTE Instruction) via CREST by 1pm on 18 March 2025 (if you are an Institutional Investor, as defined in the Tender Offer Memorandum) or by 1pm on 8 April 2025 (if you are a Retail Investor, as defined in the Tender Offer Memorandum). This has the effect of accepting the Tender Offer and appoints the Chair as your proxy to attend the Advisory Vote Meeting and the General Meeting and vote in favour of the Advisory Vote Resolution and the Cancellation Resolution (regardless of whether you return this Preference Shareholder Form of Proxy or otherwise submit your voting instruction via CREST). If you do not wish to tender your shares but wish to submit a voting only proxy instruction, you should select Option 2 or Option 3 using this Preference Shareholder Form of Proxy.

If you do not hold your shares in CREST, and you are in a restricted jurisdiction, you have received this Preference Shareholder Form of Proxy to enable to you to attend the Meetings and/or vote on the Resolutions but you are not permitted to participate in the Tender Offer.

  • b) Option 2: Appoints the Chair as proxy to attend the Advisory Vote Meeting and General Meeting and vote on the Advisory Vote Resolution and the Cancellation Resolution in accordance with your instructions (either for or against).
  • c) Option 3: Appoints a proxy of your choosing to attend the Advisory Vote Meeting and the General Meeting and/or vote on the Advisory Vote Resolution and the Cancellation Resolution in accordance with your instructions (either for, against, or withheld), or appoints the Chair as proxy to attend the Advisory Vote Meeting and the General Meeting but withhold your vote.

If you participate in the Meetings by selecting Option 1 or Option 2, you will be eligible to receive a Voting Fee. You will not be eligible to receive the Voting Fee if you participate in the Meetings by any other means.

Tick this box if this Preference Shareholder Form of Proxy is one of multiple instructions being given (see note 7)

Tick this box if it is your intention to attend the Advisory Vote Meeting and/or the General Meeting

SELECT ONE OF THE OPTIONS BELOW BY TICKING THE RELEVANT BOX
If you select more than one option for the same Preference Share(s), only your first option will be accepted (working through the options in numerical order). Option
1 will be deemed to be your selection if the relevant box for Option 1 has been ticked, otherwise Option 2 will be deemed to be your selection if the box for Option 2
has been ticked. If you have selected Option 2 or Option 3A and you have voted differently on the Advisory Vote Resolution and the Cancellation Resolution, how you
voted on the Advisory Vote Resolution will be deemed to be how you voted on the Cancellation Resolution.
OPTION 1 – TENDER INSTRUCTION
OPTION 1 Cancellation Resolution TENDER all or part of your Preference Shares AND appoint the CHAIR as PROXY to VOTE FOR the Advisory Vote Resolution and the
IMPORTANT NOTE 1: For an election under Option 1 to be valid, you must also complete a TTE Instruction (via CREST) by 1pm on 18 March 2025 (if you are
an Institutional Investor, as defined in the Tender Offer Memorandum) or by 1pm on 8 April 2025 (if you are a Retail Investor, as defined in the Tender Offer
Memorandum). If you do not hold your shares in CREST, and you are in a restricted jurisdiction, you have received this Preference Shareholder Form of Proxy to
enable to you to attend the Meetings and/or vote on the Resolutions but you are not permitted to participate in the Tender Offer.
OPTION 2 – VOTING ONLY INSTRUCTION (WITHOUT PARTICIPATING IN THE TENDER)
OPTION 2 Appoint the CHAIR as PROXY to VOTE IN ACCORDANCE WITH
YOUR INSTRUCTIONS on the Advisory Vote Resolution and the
Cancellation Resolution, without tendering the Preference Shares
Please insert in the box below the number of Preference Shares
in relation to which the Chair (as your proxy) is authorised to
act. If left blank, your proxy will be deemed to be authorised in
respect of your full voting entitlement (see note 7).
FOR AGAINST Advisory Vote Resolution: THAT the Preference Shareholders are in support of the Cancellation Resolution.
Cancellation Resolution: THAT the share capital of General Accident be reduced by cancelling,
extinguishing and repaying all the Preference Shares.
FOR AGAINST
OPTION 3A OPTION 3 – VOTING ONLY INSTRUCTION (WITHOUT PARTICIPATING IN THE TENDER)
IMPORTANT NOTE: If you select Option 3A or Option 3B, you shall not be entitled to receive a Voting Fee
(A) Appoint a DIFFERENT PROXY (other than the Chair) to attend
the Advisory Vote Meeting and the General Meeting to VOTE IN
ACCORDANCE WITH YOUR INSTRUCTIONS on the Advisory
Vote Resolution and the Cancellation Resolution, without
tendering the Preference Shares
I/We appoint
(see note 6) as my/our proxy, to exercise all or any of my/
our rights to attend, speak and vote on my/our behalf at the
Advisory Vote Meeting to be held at 9am on Tuesday, 15 April
2025 and the General Meeting to be held at 10am on Tuesday,
15 April 2025 (and at any adjournment(s) thereof), in accordance
with the instructions given below.
Please indicate in the box below the number of Preference
Shares in relation to which your proxy is authorised to act.
If left blank, your proxy will be deemed to be authorised in
respect of your full voting entitlement (see note 7).
Advisory Vote Resolution: THAT the Preference Shareholders are in support of the Cancellation Resolution.
FOR
AGAINST
WITHHELD
Cancellation Resolution: THAT the share capital of General Accident be reduced by cancelling, extinguishing and
repaying all the Preference Shares.
FOR AGAINST WITHHELD
OPTION 3B (B) Appoint the CHAIR as PROXY to WITHHOLD your vote in
respect of the Advisory Vote Resolution and the Cancellation
Resolution, without tendering the Preference Shares
Please indicate in the box below the number of Preference
Shares in relation to which the Chair (as your proxy) is
authorised to act. If left blank, your proxy will be deemed to be
authorised in respect of your full voting entitlement (see note 7).
Signed Dated
Please tick this box if signing on behalf of a member under a power of attorney or other authority (see note 9).
EXT2604 GAC PR4

Guidance notes on completing the Preference Shareholder Form of Proxy

    1. Vote by post you can appoint a proxy and register your voting instructions by returning your completed Form of Proxy to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6AH. A pre‑paid envelope, which will not require a stamp if posted in the UK, has been provided for your convenience.
    1. Vote via CREST or Proxymity Voting you can appoint a proxy via the CREST system or the Proxymity platform. The time of receipt will be taken to be the time from which Computershare is able to retrieve the message. Full details of how to appoint a proxy via CREST or Proxymity can be found in the Advisory Vote Circular and General Meeting Circular.
    1. Whether you register your proxy appointment, by post or via CREST or Proxymity Voting, your proxy appointment must be received no later than 10am on 11 April 2025.
    1. The 'Vote withheld' option is provided to enable you to abstain on any particular resolution. However, a 'Vote withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' or 'Against' a resolution. If you choose voting Option 3B and appoint the Chair as proxy, this will be a 'Vote withheld' for these purposes.
    1. Entitlement to attend and vote and the number of votes which may be cast at the Advisory Vote Meeting and General Meeting will be determined by reference to General Accident's Register of Members as at 6pm on 11 April 2025.
    1. You are entitled to appoint one or more proxies of your choice to attend, speak and vote on your behalf at the Advisory Vote Meeting and General Meeting. If you have chosen Option 3A and wish to appoint a proxy other than the Chair, please note that your proxy does not need to be a shareholder but must attend the Advisory Vote Meeting or General Meeting in person or electronically. Please indicate how you wish your proxy to vote by placing a cross or other mark in the appropriate boxes. Your proxy must vote in the way that you indicate. If you do not give an instruction, and you have appointed a proxy other than the Chair under Option 3B, your proxy may vote or abstain as they wish on any resolution. Your proxy may also vote as they wish on any other business which may properly come before the Advisory Vote Meeting or General Meeting, including any motion to amend a resolution or to adjourn the meeting. If you have chosen Option 3B and have appointed the Chair as proxy, your vote will be withheld.
    1. You may appoint more than one proxy, provided that each proxy is appointed to exercise rights attached to different shares. To do this you may obtain additional Preference Shareholder Forms of Proxy from Computershare, using the contact details provided on the Advisory Vote Meeting and General Meeting Attendance Card,

or you may copy this form. If you hold more than one Preference Share and you would like to choose different options for your Preference Shares, please populate the relevant box on the Preference Shareholder Form of Proxy to specify the number of shares you wish to vote on for each option (though please note it is not possible to select the different options in respect of the same Preference Share(s)). If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or, if this Preference Shareholder Form of Proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement of that designated account). Please also indicate, by ticking the box on the front of the Preference Shareholder Form of Proxy, if the proxy instruction is one of multiple instructions being given. Please sign all Preference Shareholder Forms of Proxy and return them together in the same enclosed pre-paid envelope.

    1. The return of a completed Preference Shareholder Forms of Proxy will not prevent you from attending the Advisory Vote Meeting or General Meeting physically at the Events @ No 6 or electronically, and voting at the meeting. However, if you attend the Advisory Vote Meeting or General Meeting in person or electronically, or make other arrangements to be represented or vote at the Advisory Vote Meeting or General Meeting other than by way of the relevant tender instructions (Option 1) or by appointing the Chair as your proxy to vote under a voting only instruction (Option 2), you will not be entitled to the Voting Fee, irrespective of whether you vote in favour of the Advisory Vote Resolution or the Cancellation Resolution. Please refer to the Advisory Vote Circular for full details on entitlement to the Voting Fee.
    1. Please ensure that you sign the Preference Shareholder Forms of Proxy and initial any alterations. If someone other than you signs the Preference Shareholder Forms of Proxy, it must be returned with either a letter of authority, power of attorney or a certified copy of the power of attorney authorising them to sign on your behalf. If the shareholder is a corporation, the Preference Shareholder Forms of Proxy must be signed either under seal or under the hand of a duly authorised officer or attorney of that company, stating their capacity. If the shareholding is held jointly, the signature of any one holder is sufficient.
    1. If your shareholding is held jointly, the instruction of the shareholder whose name appears first on General Accident's Register of Members will be accepted to the exclusion of any votes from the other joint holders.
    1. If the address printed on the Advisory Vote Meeting and General Meeting Attendance Card is incorrect, please contact Computershare using the contact details provided.

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