ADR guide

An American Depositary Receipt (ADR) is a negotiable instrument issued by a depositary bank that evidences ownership of shares in a corporation organised outside the US. Each ADR represents a specific number of underlying ordinary shares in a non-US company on deposit with a custodian in the applicable home market. ADRs are quoted and traded in US dollars on a US securities exchange and dividends are paid to investors in US dollars. ADRs were specifically designed to facilitate the purchase, holding and sale of non-US securities by US investors, and to provide a corporate finance vehicle for non-US companies. Aviva has a sponsored ADR facility administered by Citibank. Upon listing on the New York Stock Exchange (NYSE), Aviva’s ADRs trade just like any other US security. Aviva is traded under the ticker symbol “AV”.

An Aviva American Depositary Share (ADS) is a US dollar-denominated form of share ownership in Aviva. It represents ordinary shares on deposit in the United Kingdom (UK). An ADS gives registered ADS holders the right to receive dividends in US dollars, attend Aviva shareholder meetings, and the right to vote on important matters. An ADR is the certificate representing ownership of the ADSs.

ADRs can be purchased by investors or institutions who wish to purchase shares in a foreign company. Investors can either purchase the foreign shares in the local market through a broker in that country or request their brokers to buy the ADRs in the US. The broker may either purchase existing ADRs or, if they are not available, arrange for their broker to purchase shares in the local market of which Aviva’s depositary bank, Citibank, will issue in ADR form.

The Form 20-F (PDF 4.09Mb) is the initial registration statement for Aviva. The Form 20-F is filed for Aviva with the Securities and Exchange Commission (SEC) to disclose comprehensive business and financial information about the Company. Going forward, as a SEC registrant, Aviva will file annual reports on Form 20-F as well, which will be similar in content to the initial registrant statement.

Aviva is one of the world’s largest insurance groups and the largest insurance services provider in the UK.

We are one of the leading providers of life and pension products in Europe and are actively growing our long-term savings businesses in Asia and the US. Aviva has approximately 54,000 employees serving around 50 million customers in the UK, continental Europe, North America and Asia Pacific. Our main activities are long-term savings, fund management and general insurance*.

* Typically includes motor, household, creditor, health, commercial motor, commercial property and commercial liability insurance.

Aviva is owned by a combination of private individuals, banks and nominee companies, pension fund managers and insurance companies and other corporate bodies.

For more information on who owns Aviva, view our shareholder profile.

Aviva’s many constituent companies have been present around the world for over 300 years. Throughout this long history, numerous mergers and acquisitions have taken place to form the company as it exists today. As a result, Aviva and its constituent companies have played an important role in the evolution of the insurance industry.

In Aviva’s recent history, Commercial Union, which formed as a Public Limited Company in the 1990s, merged with General Accident plc in 1998 to form a new company — CGU plc. Norwich Union was a mutual that floated on the London Stock Exchange in 1997. CGU plc merged with Norwich Union plc in 2000 to form CGNU plc, which changed its name to Aviva in 2002.

ADR holders wishing to attend the Company’s Annual General Meeting (AGM) or other such meetings may do so by informing Aviva or Citibank in writing of their intention to attend within the required timescales. Details of Aviva’s latest AGM can be found on the AGM page.

Citibank, as depositary for Aviva plc shall fix a record date (the “ADS Record Date”) for the determination of the ADR holders who shall be entitled to give instructions for the exercise of voting rights at the Company’s Annual General Meeting or other such meetings.

Registered ADR holders can vote online or by telephone by following the instructions provided in their ADR voting materials that will be sent to them by the Company’s depositary, Citibank. Holders, who hold their shares via a bank, broker or nominee account, may also vote online. This online voting service is provided by Broadridge, a vendor hired by brokers to distribute all shareholder documentation to the beneficial holders and to tabulate their votes. This service is accessible by following the instructions provided by Broadridge prior to the meeting and the established voting deadline date for ADR holders.

Aviva’s current practice is to hold the Annual General Meeting in London.

You can find an up-to-date quote of an Aviva ADS in the share price section.

Alternatively, you can find this on the New York Stock Exchange.

If you are a registered holder, please contact Citibank Shareholder Services.

You can also inform Citibank of your change of address by e-mailing them at Citibank@shareholders-online.com. Alternatively, you can complete the form found on your latest account statement and return it to the address on the statement.

If your certificate is lost, stolen or destroyed please notify Citibank immediately so that a stop transfer can be placed on the certificate. Citibank will send you the necessary forms for a replacement certificate to be issued to you. There is a charge of approximately 3% of the market value of the shares (minimum fee of $20) for a replacement certificate. This is necessary in order to purchase the replacement indemnity bond.

You can obtain information on your account such as your balance or the status of a dividend cheque by calling Citibank Shareholder Services.

If you have more than one Aviva ADR account in the same name, you will need to contact Citibank Shareholder Services to arrange for your accounts to be consolidated.

Upon being contacted, Citibank Shareholder Services will explain the process and the requirements that will need to be met before your accounts can be consolidated.

Please contact Citibank Shareholder Services on 1-877-CITI-ADR (1 877 248 4237) free of charge. Representatives are available from 8.30am to 6pm US Eastern Standard Time (EST) Monday to Friday. You can also contact Citibank Shareholder Services by e-mail at Citibank@shareholders-online.com.

You can sign up and elect to receive electronic communications for Aviva by visiting the depositary’s transfer agent’s website at: www-us.computershare.com/Investor/default.asp

E-communications is a service offered by Citibank, as depositary bank for Aviva plc, to Aviva plc ADR holders who wish to receive Company information electronically via email. Using e-communications enables fast receipt of documents, reduces printing, paper and postage costs and has a positive impact on the environment. Aviva encourages its shareholders and ADR holders to receive its notices via this method however, the Company does make its reports available in hard copy format to shareholders upon request. You can also request a hard copy of Aviva’s latest annual report at citibank.ar.wilink.com.

Yes. ADR holders who receive their company information electronically through the e-communications network will have the same rights as all other ADR holders of Aviva plc.

Aviva generally pays any dividend twice a year following the announcement of the Company’s full year and half year results. Citibank will provide further information as it is made available to ADR holders.

Aviva plc ADR dividends are paid in US dollars. There is no withholding tax for UK based ADRs. You should always consult with your tax advisor regarding tax treatment and tax reporting. Please note that your tax identification number at Cititbank must be tax certified. This can be done by completing and submitting a W-9 form to Citibank which can be obtained by contacting Citibank Shareholder Services.

An ADR statement detailing your total ADR holding will be sent to you as activity occurs. Examples of activity to your account will include share purchases or sales via the International Direct Investment Programme or Direct Registration System (DRS) programmes for Aviva plc. Please note dividend cheque payments do not generate account statements.

For general information on Aviva plc and the latest dividends paid by the company, please refer to www.aviva.com/adr. Alternatively, visit www.citi.com/dr and go to the “ADR Universe” section of the site and click on “Corporate Actions” or “Dividend Announcements” for information relevant to Aviva plc ADRs. You can also contact Citibank Shareholder Services.

You can request a replacement for a lost cheque by calling Citibank Shareholder Services. Upon your authorisation, a stop payment order will be placed against the original cheque and a replacement cheque will be issued to you.

Yes. Aviva maintains a Dividend Reinvestment (IDI) plan for its ADR holders. The IDI plan enables existing holders and first time buyers the opportunity to make purchases, reinvest dividends, deposit certificates for safekeeping and the ability to sell shares/ADRs. Details of Aviva plc ADR bank sponsored Direct Investment Plan can be found at www.citi.com/dr. Please go to the “Investors”/ “Investment Plan/Services/International Direct Investment Plan” tab and then scroll to “Aviva plc” for a brochure or pdf enrollment form. You may also contact Citibank Shareholder Services.