Aviva : Notice of 2024 Annual General Meeting

Notice of 2024

Annual General Meeting

York Racecourse, Knavesmire Road, York YO23 1EX

On Thursday, 2 May 2024 at 10:30am

This document contains important information about Aviva'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 Market Act 2000 immediately.

If you have sold or transferred all of your holding of ordinary shares you should pass this booklet 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 am pleased to share with you the arrangements for this year's AGM which will be held at 10:30am on Thursday, 2 May 2024 at York Racecourse, Knavesmire Road, York YO23 1EX (York Racecourse). For those unable to attend in person, you will also be able to take part in the meeting online.

Arrangements for the meeting

To celebrate our strong connections with communities around the country, as well as giving shareholders from different regions a better chance to attend in person, this year's meeting will be held in York, a city where Aviva has had a presence for many years.

You can find details of how to get to York Racecourse on page 18 of this Notice of AGM. We ask you to use the tick box on the Form of Proxy to confirm if you intend to attend the AGM in person to help us plan appropriately.

We recognise that the location will not be convenient for everyone. As in recent years we have made arrangements for people to also take part electronically with the aim of making the meeting accessible to as many of you as possible. You can join the meeting online at https:// web.lumiagm.com/178-239-734. Please refer to pages 18 to 19 of this Notice of AGM, 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.

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

If you can't attend but have a question relating to the business of the meeting, please contact us by email ataviva.shareholders@aviva.com and we will reply as soon as possible.

Board of Directors

On 12 March 2024, we announced the retirement of Martin Strobel as Director of Aviva plc. I would like to thank Martin for his contribution to Aviva. We also announced the appointment of Ian Clark as a Non-Executive Director. Ian's experience of working in the financial services industry and his significant experience as a non-executive director make him an excellent addition to the Board.

The Board recommends the election and re-election of all Directors seeking election and re-election. Biographies for each Director can be found on Appendix 1 of this Notice of AGM.

Further information is set out in the explanatory notes on page 7.

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 instructionelectronically 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 throughwww.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 17 of this Notice of AGM. Information about the Proxymity voting platform can be found on page 17 of this Notice of AGM.

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:

• • 10:30am on Tuesday, 30 April 2024 for ordinary shareholders; or

• • 10:30am on Thursday, 25 April 2024 for members of the Aviva Share Account.

If you attend the AGM in person at York Racecourse, you will be provided with a poll card. If you attend the AGM electronically and would like to cast your vote on the day, you can do so using the facility described on page 19.

Business of the meeting

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

Resolution 3 is seeking approval from shareholders for the Directors' Remuneration Policy, which was last approved by shareholders in 2021. If approved by shareholders, this policy will apply for up to three years from the date of this meeting.

Resolution 23 seeks approval for the disapplication of pre-emption rights of no more than 10% of the issued ordinary share capital of the Company. The 2022 Pre-emption Group Guidelines provide for companies to seek authority for higher pre-emption limits, up to a total of 20% of issued share capital. Aviva is not seeking approval for a second authority to allot 10% of issued ordinary share capital of the Company in respect of specified capital investments at the 2024 AGM.

Resolution 29 seeks approval for certain amendments to the Company's articles of association, primarily to reflect changes relating to the maximum annual fees paid to Non-Executive Directors, general meeting arrangements, dividends, deceased shareholders and the sale of un-traced shareholdings.

Further information on each of the resolutions is set out in the explanatory notes.

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 (the Directors) unanimously recommend that you vote in favour of the resolutions, as they intend to do in respect of their own beneficial shareholdings.

Yours sincerely

George Culmer Chair

28 March 2024

Notice of 2024 Annual General Meeting

Notice is hereby given that the 2024 Annual General Meeting (the AGM) of Aviva plc (Aviva or the Company) will be held at 10:30am on Thursday, 2 May 2024 at York Racecourse, Knavesmire Road, York YO23 1EX, (York Racecourse), 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 23 to 29 (inclusive) will be proposed as special resolutions and all other resolutions will be proposed as ordinary resolutions.

Ordinary Resolutions

Annual Report and Accounts

1. To receive and consider the Company's Annual Report and Accounts for the financial year ended 31 December 2023 (the 2023 Annual Report).

Directors' Remuneration Report

2. To approve the Directors' Remuneration Report set out on pages 2.31 to 2.66 of the 2023 Annual Report, excluding the Directors' Remuneration Policy set out on pages 2.37 to 2.46 of the 2023 Annual Report.

Directors' Remuneration Policy

3. To approve the Directors' Remuneration Policy set out on pages 2.37 to 2.46 of the Directors' Remuneration Report contained within the 2023 Annual Report.

Climate-related Financial Disclosures

4. To approve the Company's Climate-related Financial

Disclosures for 2023 set out on pages 1.66 to 1.68 of the 2023 Annual Report.

Dividend

5. To declare, subject to the condition below, a final dividend for the year ended 31 December 2023 of 22.3 pence per ordinary share of 32 17/19 pence nominal value, payable on Thursday, 23 May 2024 to ordinary shareholders named on the Register of Members as at the close of business on Friday, 12 April 2024.

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

Election of Directors

6. To elect Ian Clark as a Director of the Company.

Re-election of Directors

• 7. To re-elect George Culmer as a Director of the Company.

• 8. To re-elect Amanda Blanc as a Director of the Company.

• 9. To re-elect Charlotte Jones as a Director of the Company.

• 10. To re-elect Andrea Blance as a Director of the Company.

• 11. To re-elect Mike Craston as a Director of the Company.

12.

To re-elect Patrick Flynn as a Director of the Company.

• 13. To re-elect Shonaid Jemmett-Page as a Director of the Company.

• 14. To re-elect Mohit Joshi as a Director of the Company.

• 15. To re-elect Pippa Lambert as a Director of the Company.

• 16. To re-elect Jim McConville as a Director of the Company.

• 17. To re-elect Michael Mire as a Director of the Company.

Appointment and remuneration of the Auditor

• 18. To 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.

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

Political donations

20. 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:

• a) make donations to political parties or independent election candidates, not exceeding £100,000;

• b) make donations to political organisations other than political parties, not exceeding £100,000; and

• c) 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 Annual General Meeting or, if earlier, 1 July 2025, provided that the aggregate amount may comprise sums in different currencies that shall be converted at such rate as the Directors of the Company (the Directors) may in their absolute discretion determine.

Authority to allot ordinary shares

21. 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:

• a) up to an aggregate nominal amount of £299 million; and

• b) up to a further aggregate nominal amount of £299 million in connection with a fully pre-emptive offer to:

  • (i) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

  • (ii) 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.

Unless previously renewed, revoked or varied, the authorities conferred by this resolution 21 shall apply in substitution for all existing authorities under section 551 of the Act (save for any authority conferred by resolution 23) until the conclusion of the next Annual General Meeting of the Company after the date on which this resolution is passed or, if earlier, 1 July 2025 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.

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

22. In addition to the authority granted pursuant to resolution 21, 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:

• a) up to an aggregate nominal amount of £150 million in relation to any issuance(s) of UK Solvency II (SII) Instruments 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

• b) 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 22 shall apply in addition to all other authorities under section 551 of the Act until the conclusion of the next Annual General Meeting of the Company after the date on which this resolution is passed or, if earlier, 1 July 2025 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 22, '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, 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 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 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

Disapplications of pre-emption rights

• 23. That, subject to the passing of resolution 21, the Directors be generally empowered, pursuant to section 570 of the Act, to allot equity securities (as such phrase is to be interpreted in accordance with section 560(2) of the Act) for cash pursuant to the authority granted by resolution 21 and/or pursuant to section 573 of the Act where the allotment constitutes an allotment of equity securities by virtue of section 560(3) of the Act, in each case free of the restriction in section 561 of the Act, such power to be limited:

  • a) in the case of the authority granted under paragraph (a) of resolution 21 and/or an allotment which constitutes an allotment of equity securities by virtue of section 560(3) of the Act, to the allotment of equity securities:

    • (i) in connection with a pre-emptive offer;

    • (ii) and otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £89 million; and

  • b) in the case of the authority granted under paragraph (b) of resolution 21, to the allotment of equity securities in connection with a fully pre-emptive offer.

  Unless previously renewed, revoked or varied, the powers conferred by this resolution 23 shall apply in substitution for all existing powers under sections 570 and 573 of the Act (save for any power conferred by resolution 24) until the conclusion of the next Annual General Meeting of the Company after the date on which this resolution is passed or, if earlier, 1 July 2025 but, in each case, so that the Company may make offers and enter into agreements before the power expires, which would, or might, require equity securities to be allotted after the power expires and the Directors may allot equity securities under such an offer or agreement as if the power conferred hereby had not expired.

  For the purposes of this resolution 23, 'pre-emptive offer' means an offer of equity securities open for acceptance for a period fixed by the Directors to:

  • (i) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

  • (ii) holders of other equity securities as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary, 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, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

• 24. That, subject to the passing of resolution 22, the Directors be empowered, pursuant to section 570 of the Act, to allot equity securities (as such phrase is defined in section 560(1) of the Act and to be interpreted in accordance with section 560(2) of the Act) for cash pursuant to the authority granted by resolution 22, and also be empowered to allot equity securities for non-cash consideration, up to an aggregate nominal amount of £150 million in relation to any issuance(s) of SII Instruments, free of therestriction in section 561 of the Act in the case of an allotment for cash.

Unless previously renewed, revoked or varied, the power conferred by this resolution 24 shall apply until the conclusion of the next Annual General Meeting of the Company after the date on which this resolution is passed or, if earlier, 1 July 2025 but, in each case, so that the Company may make offers and enter into agreements before the power expires which would, or might, require equity securities to be allotted after the power expires and the Directors may allot equity securities under such an offer or agreement as if the power conferred hereby had not expired.

For the purpose of this resolution 24, 'SII Instruments' shall have the same meaning as set out in resolution 22.

Purchase of own ordinary shares by the Company 25. 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 (ordinary shares) provided that:

• a) the maximum aggregate number of ordinary shares authorised to be purchased is 273 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 Annual General Meeting of the Company after the date of the passing of this resolution or, if earlier, 1 July 2025, 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.

Purchase of own 8¾% cumulative irredeemable preference shares by the Company

26. 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 8¾% cumulative irredeemable preference shares of £1 each in the capital of the Company (8¾% preference shares) provided that:

• a) the maximum aggregate number of 8¾% preference shares authorised to be purchased is 100 million;

• b) the minimum price which may be paid for an 8¾% preference share is 25 pence (exclusive of expenses payable by the Company in connection with the purchase);

• c) the maximum price that may be paid for an 8¾% preference 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 8¾% preference share, as derived from the London Stock Exchange Daily Official List over the five business days immediately preceding the day on which that 8¾% preference 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 8¾% preference share on the trading venues where the purchase is carried out; and

• d) this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the date of the passing of this resolution or, if earlier, 1 July 2025, save that the Company may make a contract to purchase 8¾% preference 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 8¾% preference shares in pursuance of any such contract.

Purchase of own 8⅜% cumulative irredeemable preference shares by the Company

27. That, in accordance with section 701 of the 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 8⅜% cumulative irredeemable preference shares of £1 each in the capital of the Company (8⅜% preference shares) provided that:

• a) the maximum aggregate number of 8⅜% preference shares authorised to be purchased is 100 million;

• b) the minimum price which may be paid for an 8⅜% preference share is 25 pence (exclusive of expenses payable by the Company in connection with the purchase);

• c) the maximum price that may be paid for an 8⅜% preference 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 of the middle-market quotations for an 8⅜% preference share, as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that 8⅜% preference 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 bid for an 8⅜% preference share on the trading venues where the purchase is carried out; and

d) this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the date of the passing of this resolution or, if earlier, 1 July 2025, save that the Company may make a contract to purchase 8⅜% preference 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 8⅜% preference shares in pursuance of any such contract.

Notice of meetings other than Annual General Meetings

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

To adopt new articles of association

29. That, with effect from the conclusion of the Annual

General Meeting, the articles of association produced to the meeting and, for the purposes of identification, initialled by the Chair, be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association.

By order of the Board

Susan Adams

Group Company Secretary Aviva plc

Registered office: 80 Fenchurch Street, London, EC3M 4AE

Registered in England and Wales, No. 2468686 28 March 2024

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 2023 (the 2023 Annual Report).

Resolution 2 - Directors' Remuneration Report This resolution seeks shareholder approval for the Directors' Remuneration Report for the year ended 31 December 2023 (other than the part containing the Directors' Remuneration Policy, which is set out on pages 2.37 to 2.46 of the 2023 Annual Report), as required by the Act. The Directors' Remuneration Report appears on pages 2.31 to 2.66 of the 2023 Annual Report.

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

Resolution 3 - Directors' Remuneration Policy This resolution seeks shareholder approval for the Directors' Remuneration Policy as required by the Act. The Directors' Remuneration Policy was last approved by shareholders at the 2021 AGM.

The Directors' Remuneration Policy can be found on pages 2.37 to 2.46 of the 2023 Annual Report. Approval is for a period of up to three years and a Directors' Remuneration Policy will be put to shareholders for approval again not later than the 2027 AGM.

Resolution 4 - Climate-related Financial Disclosures

This resolution seeks approval for the Company's Climate-related Financial Disclosures for 2023 as set out on pages 1.66 to 1.68 of the 2023 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 atwww.aviva.com/social-purpose/climate-related-financial-disclosure.

Resolution 5 - Dividend

The final dividend for the year ended 31 December 2023, as recommended by the Directors, is 22.3 pence per ordinary share. Further information on dividends can be found both on page 2.69 of the 2023 Annual Report and on the Company's website atwww.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).

Resolutions 6 to 17 - Election and Re-election of Directors

Following the resignation of Martin Strobel on 12 March 2024, the Aviva Board has appointed Ian Clark as a Non-Executive Director of Aviva plc. Following an extensive recruitment process, the Board considers that Ian's skills, knowledge and experience make him ideal for the role.

Ian has a strong knowledge of Aviva and excellent understanding of the General Insurance business and market. He has a very good understanding of the risks faced by the General Insurance sector and of the regulatory regime in which it operates, as well as the wider UK regulatory environment. This makes Ian a valuable addition to the Board.

In accordance with the recommendations of the UK Corporate Governance Code, all other Directors will retire and seek re-election at this year's AGM.

The continued effectiveness of the Board, its committees and the Directors was assessed through a formal evaluation process in 2023. Following this evaluation, the Board recommends the election and re-election of all Directors seeking election and re-election.

Michael Mire continues to serve on the Board notwithstanding that he has served beyond nine years as a Non-Executive Director. Following careful consideration, the Nomination and Governance Committee considered that Michael contributed strongly to the discussions at the Board and brought significant experience of strategy, transformation and asset management.

Through its Nomination and Governance Committee, the Board has undertaken appropriate due diligence on each Non-Executive Director's other interests and external time commitments, and has concluded that each Director is fully able to commit to the role and is free from any relationship or circumstance that would affect their judgement, and accordingly all the Non-Executive Directors, with the exception of Michael Mire, are considered independent by the Board.

In the 2022 Annual Report and Accounts, we disclosed that Mike Craston was not considered to be independent at that time in relation to the assessment criteria set out in Provision 10 of the UK Corporate Governance Code. This was due to Mike having held an executive role with Aviva Investors within the previous five years, between 14 January 2016 and 30 September 2017. In January 2024, following the expiry of the five-year period, the Committee carefully re-considered Mike's status and assessed that Mike's previous employment does not affect his independence at this time and that he should therefore be considered as an Independent Non-Executive Director.

The performance and contribution of each Director seeking re-election has been subject to a formal evaluation process during 2023. Following this evaluation, the Board confirms that each Director's performance continues to be effective and they demonstrate commitment to the role.

The biographical details of all Directors, correct as at 13 March 2024, are set out in Appendix 1 of this Notice of AGM. 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.

Resolution 18 and 19 - Appointment and remuneration of the Auditor

Auditors have to be appointed at each general meeting at which the Annual Report and Accounts are presented to shareholders. Following a competitive tender process, we announced on 18 November 2021 our intention to appoint Ernst & Young LLP as the Company's auditor for the financial year ending 31 December 2024. Accordingly, shareholder approval is now sought to appoint Ernst & Young LLP as auditor of the Company.

As resigning auditor, PwC has provided the Company with a 'statement of reasons connected with ceasing to hold office as Auditors', as required by the Companies Act 2006 (the Act), confirming that it resigned as auditor of the company following the unsuccessful tender process. PwC's statement confirms that there are no matters that need to be brought to the attention of holders of securities of the Company. A copy of the statement is set out in Appendix 2 on page 15 of this Notice of AGM.

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 19 authorises the Audit Committee to decide on the level of such remuneration.

Resolution 20 - Political donations

Resolution 20 seeks to renew the authority granted at the 2023 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 within or outside 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 or 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 21 - Authority to allot ordinary shares The authority conferred on the Directors at the 2023 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 21 will give the Directors the general authority to allot up to a maximum aggregate nominal amount of £299 million of ordinary shares, being equivalent to one-third of the Company's issued ordinary share capital as at the close of business on Wednesday, 13 March 2024.

Paragraph (b) of resolution 21 will give authority to the Directors to allot up to a maximum aggregate nominal amount of £300 million of ordinary shares, being equivalent to one-third of the Company's issued ordinary share capital as at the close of business on Wednesday, 13 March 2024, 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 21 would amount to £599 million representing approximately two-thirds of the Company's issued ordinary share capital as at the close of business on Wednesday, 13 March 2024.

Paragraph (b) of resolution 21 proposes that, consistent with the guidance issued by The Investment Association (IA) concerning directors' powers to allot share capital or grant rights to subscribe for or convert any securities into ordinary shares, a further authority be conferred on the Directors to allot shares in connection with a fully pre-emptive offer in favour of holders of equity securities (which would include ordinary shareholders).

The authorities sought in paragraphs (a) and (b) of resolution 21 are in addition to, and not in substitution for, the authority conferred by resolution 22 described in this Notice of AGM, but are in substitution for all other existing authorities, and are without prejudice to previous allotments made under such existing authorities.

The Directors are also seeking renewed authority under resolution 22 for the allotment of new ordinary shares in relation to issuances of SII Instruments.

The authorities will remain in force until the end of the AGM in 2025 or, if earlier, 1 July 2025. 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 Wednesday, 13 March 2024, the Company did not hold any treasury shares.

Resolution 22 - Additional authority to allot new ordinary shares in relation to issuances of

SII Instruments

The Group is subject to the UK Solvency II (SII) 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 in the 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 22 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 22 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 22 gives the Directors authority to set such terms and conditions.

Resolution 22, 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 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 16.67% of the issued ordinary share capital of the Company as at Wednesday, 13 March 2024, being the latest practicable date before the printing of this document.

Special resolutions

Resolution 23 and 24 - Disapplications 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.

Resolution 23 renews and increases the authority given to the Directors at the 2023 AGM to allot equity securities on a non-pre-emptive basis to ordinary shareholders by way of a fully pre-emptive offer, for example, where legal practical difficulties in jurisdictions outside the UK may prevent the allocation of shares on a pro rata basis. Resolution 23 would grant the authority to allot up to 10% of the issued ordinary share capital of the Company as at Wednesday, 13 March 2024 for cash without first offering them to existing shareholders.

The Directors confirm that should they utilise the authority in Resolution 23, they intend to follow the shareholder protections set out in Part 2B of the Statement of Principles to the extent reasonably practicable and relevant (the Company is not seeking authority for follow-on offers).

The Company is not requesting additional authority to allot issued share capital for specified additional purposes as would be in line with the limits suggested by the Pre-emption Group 2022 Statement of Principles for disapplication of pre-emption rights (the Statement of Principles).

The authority being sought in resolution 23 is in addition to and not in substitution for any authority conferred by resolution 24 but is in substitution for any other existing authorities without prejudice to previous allotments made under such authorities. The authority conferred by resolution 23 will expire at the conclusion of the next AGM of the Company or, if earlier, 1 July 2025.

The authorities sought and the limits set by these resolutions will also disapply the application of section 561 of the Act from a sale of any treasury shares to the extent provided for in the resolutions.

Resolution 24 proposes that, without prejudice to any existing power, the Directors be empowered to allot equity securities (as defined in section 560 of the Act) for cash up to a nominal amount of £150 million in relation to the issue of SII Instruments, which is equivalent to 16.67% of the issued ordinary share capital of the Company as at Wednesday, 13 March 2024, being the latest practicable date before the printing of this document, as if section 561 of the Act, to the extent applicable, did not apply to any such allotment.

Resolution 24 is applicable in relation to the allotment of equity securities for cash in relation to the issue of SII Instruments. However, there are circumstances in which the Directors may contemplate such an allotment for non-cash consideration (such as the receipt of assets, subject to applicable law and regulation), and such an allotment is also authorised.

Resolution 24 would permit the Company the flexibility necessary to allot equity securities pursuant to any proposal to issue SII Instruments without the need to comply with the strict pre-emption requirements of the UK statutory regime. Together with resolution 22, resolution 24 is intended to provide the Directors with the flexibility to issue SII Instruments that may convert into, be exchanged for or otherwise result in the issuance of ordinary shares in the Company. This will allow the Company to optimise the management of its capital in the most efficient and economical way for the benefit of shareholders.

The authorities sought in resolutions 22 and 24 are in addition to the authorities proposed in resolutions 21 and 23, which are the usual authorities sought on an annual basis by listed companies in line with the guidance issued by the IA. Any exercise of the other authorities would be separate from, and in addition to, the exercise of any powers under these resolutions 22 and 24 and would also have a dilutive effect on existing shareholdings. Although this authority is not contemplated by the guidance issued by the IA, it has been discussed previously with the IA.

The authorities sought in resolutions 22 and 24 will expire at the conclusion of the next AGM of the Company after the date on which the resolution is passed or, if earlier, 1 July 2025. However, the Directors may seek similar authorities in the future. The Directors have not used the authority to issue SII Instruments granted at the 2023 AGM and have no present intention of exercising these authorities.

Resolution 25 - Purchase of own ordinary shares by the Company

On 9 March 2023, Aviva announced a share buyback of ordinary shares up to a maximum aggregate purchase price of £300 million. The Company purchased a total number of 72,797,191 ordinary shares of 32 17/19 pence nominal value in Aviva (representing approximately 2.7% of the Company's issued share capital as at 31 December 2023).

On 7 March 2024 Aviva announced a share buyback of ordinary shares up to a maximum aggregate purchase price of £300 million. Since 7 March 2024, the Company has purchased 3,901,500 ordinary shares of 32 17/19 pence nominal value in Aviva.

Shares purchased through the share buyback programmes have been cancelled with the exception of 2,893,500 ordinary shares of 32 17/19 pence nominal value that have been purchased and are yet to be cancelled.

Resolution 25 would renew the authority granted at the 2023 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 273 million (representing less than 10% of the issued ordinary share capital of the Company as at the close of business on Wednesday, 13 March 2024). The authority sets minimum and maximum prices at which such shares may be bought.

The Directors may consider exercising the authority to purchase the Company's ordinary shares if market conditions and the Company's financial position make this possible but will keep the matter under review, taking into account other investment opportunities. 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.

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 Wednesday, 13 March 2024, there were options and awards over 71,651,764 ordinary shares, which represented 2.62% 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 2023 AGM and the authority proposed to be granted under resolution 25 were exercised in full, these options and awards would represent 3.28% of the Company's issued ordinary share capital calculated as at that date.

This percentage would reduce to 2.91% if no further purchases are made under the authority granted at the 2023 AGM, but the authority proposed to be granted under resolution 25 was exercised in full. As at the close of business on Wednesday, 13 March 2024, 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 2025 or, if earlier, 1 July 2025.

Resolution 26 and 27 - Purchase of own preference shares by the Company

Resolutions 26 and 27, which will be proposed as special resolutions, seek to renew the authorities granted at the 2023 AGM and give the Company authority to buy back its own preference shares in the market as permitted by the Act and in accordance with the rights attaching to those shares, which allow their repurchase on such terms as the Directors may determine. These authorities limit the number of preference shares that may be purchased, set minimum and maximum prices and will expire at the conclusion of the next AGM of the Company after the date of the passing of the resolution or, if earlier, 1 July 2025.

The purpose of these resolutions is to provide the Company with flexibility in managing its capital effectively. In doing so, it is important to have a capital base which is adequate for the business and comprises the most appropriate mix of capital instruments. Accordingly, the Directors will keep the capital base under review, taking into account any opportunities which may arise to replace the preference share capital with more cost-effective forms of finance. The Directors believe that it is in the best interests of the Company and its shareholders as a whole to have this authority.

These authorities will be exercised only if the Directors believe that to do so would be in the best interests of shareholders as a whole. As part of any decision to exercise the authority the Directors may take into consideration various factors noted by the Company in its 2017 full year results announcement on 8 March 2018, such as the fact that the preference shares will no longer be eligible as regulatory capital under SII from 2026. Any purchases of the preference shares would be by means of market purchases (within the meaning of section 693(4) of the Act). Following any such purchase the preference shares so purchased would be cancelled.

Resolution 28 - 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 2023 AGM of the Company, 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, Aviva 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 2025 or, if earlier, 1 July 2025.

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Aviva plc published this content on 28 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2024 10:42:41 UTC.