Aviva 2013 Annual Report Download - page 288

Aviva plc
Annual report and accounts 2013
286
Shareholder information
Company address
The Company’s registered office is St Helens, 1 Undershaft, London, EC3P 3DQ.
The Company’s telephone number is [phone].
Share capital
The Company has four classes of shares:
 Ordinary shares of £0.25 each which constitute equity security and hold voting rights;
 Cumulative irredeemable preference shares of £1 each, which entitle holders to attend and vote at general meetings only when
dividends on such shares are in arrears. Cumulative irredeemable preference shareholders may also attend general meetings
and vote on particular proposals when such proposals relate to an alteration of the rights attaching to such shares, a reduction
of capital (other than through a redemption or repurchase of shares) or a winding up of business. On a winding up, they carry
a preferential right of return of capital ahead of the ordinary shares;
 Sterling new preference shares of £1 each, which have such rights and terms (including terms related to the redemption of
shares, ranking and entitlement to dividend and capital) as the Board determines; and
 Euro new preference shares of €1 each, which have such rights and terms (including terms related to the redemption of such
shares, ranking and entitlement to dividend and capital) as the Board determines.
Issued share capital
The Company had an aggregate issued and outstanding ordinary share capital of £736 million as of 31 December 2013. The
following table sets out information about the issued and outstanding classes of equity as of 31 December 2013.
Shares issued and outstandin
g
Shares covered b
y
outstandin
g
options
Share class
2013
Million
2012
Million
2011
Million
2013
Million
2012
Million
2011
Million
Ordinary shares, nominal value 25p 2,947 2,946 2,905 20 25 30
8.375% Cumulative irredeemable
preference shares, nominal value £1 100 100 100 — — —
8.75% Cumulative irredeemable
preference shares, nominal value £1 100 100 100 — — —
The Companies Act 2006 abolished the requirement for a company to have an authorised share capital and the Company’s current
articles of association reflect this. Directors are still limited as to the number of shares they can allot, as the allotment authority
continues to be required under the Act, save in respect of employee share schemes. Ordinary shares in issue in the Company rank
pari passu. All the ordinary shares in issue carry the same right to receive all dividends and other distributions declared, made or
paid by the Company.
The Company is not permitted under English law to hold its own ordinary shares. Whilst the Company is presently authorised
to repurchase up to 294 million ordinary shares, any shares that are repurchased must be cancelled. Details of the Company’s
dividends are set out below under ‘Dividend data’. The Company’s preference shares rank, as to the payment of dividends and
capital, as set out in note 34 of the IFRS Financial statements.
Share options and awards
The Company maintains a number of active stock option and share award schemes. Details of these schemes are set out in ‘IFRS
Financial statements – note 32 – Group’s share plans’.
The Matching Share Plan
Under the all employee share ownership plan (AESOP), eligible employees can invest up to statutory limits, currently £125 per
month out of their gross salary in the Company’s shares. A matching element was introduced in April 2013 through which the
Company matches every purchased share with two matching shares for the first £40 of a participant’s monthly contribution.
Matching shares are subject to forfeiture if purchased shares are withdrawn from the AESOP within three years of purchase, as
long as the employee remains employed by the Company. From May 2013 participants were also eligible to receive dividend shares
through the AESOP.
Save as you earn scheme
The Aviva savings related share option scheme 2007 allows eligible employees to acquire options over the Company’s shares at a
discount of up to 20% of their market value at the date of grant. In order to exercise these options, participants must have saved
through a 3, 5 or 7 year HMRC-approved savings contract, subject to a statutory savings limit, currently £250 per month. From
2012, only 3 and 5 year contracts have been offered.
Shares to satisfy options and awards
Since July 2008, it has been the Company’s practice to satisfy all awards and options using shares purchased in the market and
held by employee trusts except where local regulations make it necessary to issue new shares.
At 31 December 2013, 8,561,382 shares were held by the employee share trusts as compared to 10,053,515 at 31 December
2012, in both instances following the share purchases and distributions to individual employees throughout the year. These shares
have an aggregate nominal value of £2,140,346 and market value of £38,500,535 as of 31 December 2013, compared to
£2,513,379 and £37,499,611 at 31 December 2012, respectively. Shares held by separate employee share trusts on behalf of
specific individuals have not been included in these amounts. Further details are given in ‘IFRS Financial statements – note 33 –
Shares held by employee trusts.’