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Aviva Investors - Principles for Responsible Investment

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Q 33 For listed equity votes that your external manager or service provider casts on your behalf, to what<br />

extent did you monitor that voting decisions were analysed and made in accordance with your (proxy)<br />

voting policy<br />

Please select<br />

"Large", "Moderate", "Small" or "Not at all"<br />

Please select one:<br />

Large<br />

Q 34 How does your listed equity securities lending programme address voting<br />

Please select one:<br />

We recall some securities <strong>for</strong> voting on some ballot items on an ad­hoc basis<br />

Q 35 To what extent do you and/or your agents review shareholder resolutions put <strong>for</strong>ward by other<br />

shareholders to determine whether or not to support the resolution<br />

Please select<br />

"Large", "Moderate", "Small", "Not at all" or<br />

"We do not vote on shareholder resolutions"<br />

Voting ­ managed internally<br />

Voting ­ managed externally<br />

Moderate<br />

Moderate<br />

Q 36 How many shareholder resolutions related to ESG issues did you file or co­file during 2010 and, of<br />

these, what percentage were:<br />

voted on by shareholders<br />

withdrawn due to changes at and/or negotiations with the company<br />

withdrawn with no changes at the company in 2010<br />

As Lead filer<br />

As Co­filer<br />

Number of ESG shareholder resolutions filed 0 1<br />

Of these:<br />

Of these led<br />

shareholder<br />

resolutions<br />

Of these co­filed<br />

shareholder<br />

resolutions<br />

Voted on % 0 %<br />

Withdrawn due to changes at and/or negotiations<br />

with the company<br />

% 0 %<br />

Withdrawn <strong>for</strong> other reasons, please specify:<br />

The Company rejected our proposals<br />

on technical grounds. We decided not<br />

to pursue this issue via the French<br />

courts.<br />

%<br />

100 %<br />

Total percentage (must be 100%) 0 %<br />

100 %<br />

Please explain why you filed or co­filed any shareholder resolutions related to RI/ESG issues during 2010.<br />

Our reason <strong>for</strong> filing was to seek a resolution to split the roles of CEO and chairman, (both per<strong>for</strong>med by Frederic Oudea) at its<br />

May 2010 AGM, as we were concerned over the concentration of power at the top of the company and the lack of sufficient<br />

checks and balances.<br />

The Company rejected our proposals on technical grounds. Despite the issued share capital threshold being met (to file a<br />

resolution), the Company said it was unable to accept the proposal as its by­laws did not allow shareholders to have a say on<br />

the roles of CEO and chairman. We decided not to pursue this issue via the French courts.<br />

Copyright ©2011 PRI Association. All rights reserved. page 14 / 30

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