Aviva 2014 Annual Report Download - page 290

Aviva plc Annual report and accounts 2014
Shareholder information
286
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 two classes of shares in issue:
• 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.
Issued share capital
The Company had an aggregate issued and outstanding ordinary share capital of £737 million as of 31 December 2014. The
following table sets out information about the issued and outstanding classes of equity as of 31 December 2014.
Shares issued and outstanding Shares covered by outstanding options
Share class
2014
Million
2013
Million
2012
Million
2014
Million
2013
Million
2012
Million
Ordinary shares, nominal value 25p 2,950 2,947 2,946 17 20 25
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 any outstanding awards under these
schemes are set out in ‘IFRS Financial statements – note 32 – Group’s share plans’. Details of any discretionary plans are set out in
Note 32 and/or the Directors’ remuneration report.
The matching share plan
Under the Aviva all employee share ownership plan (AESOP), eligible employees can invest up to statutory limits, currently £150 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. Participants are also eligible to receive dividend shares through the AESOP.
Aviva Group employee share ownership scheme
Aviva Group operates an Irish Revenue approved share scheme for employees of the Aviva Group in Ireland. Under the Aviva
Group Employee Share Ownership Scheme, eligible employees can elect to forego some of their gross bonus and gross salary (up
to a maximum of €12,700 per tax year) in exchange for the Company’s shares. The shares are held in trust for three years.
Aviva France employee profit sharing scheme
Aviva France operates an employee profit sharing scheme where employees are given an award based on a percentage of salary,
which can be either received in cash or invested in one of four mutual funds. One of the four mutual funds is invested solely in
Aviva plc ordinary shares. Any investment in a mutual fund must be held for at least five years.
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 tax-advantaged savings contract, subject to a statutory savings limit, currently £500 per month. From
2012, only 3 and 5 year contracts have been offered and Aviva’s current policy is to apply a savings limit of £250 per month.
An Aviva Ireland save as you earn scheme 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 or 5 year tax-approved savings contract, subject to a statutory savings limit, currently €500 per month.
286 | Aviva plc Annual report and accounts 2014