Aviva Regulatory News (AV.)

FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH, OR DISTRIBUTE THIS DOCUMENT.

AVIVA plc (incorporated in England with limited liability, registered number 2468686) announces results of a noteholders' meeting in respect of its outstanding£600,000,000 Tier 2 Fixed to Floating Rate Notes due 2058 (ISIN: XS0364880186)(the "Notes")

On 22 June 2023, Aviva plc (the "Issuer") announced an invitation (the "Consent Solicitation") to eligible holders of its outstanding Notes to consent to the modification of the terms and conditions (the "Conditions") of the Notes and the final terms which complete such Conditions (the "Final Terms") and consequential or related amendments to the transaction documents for the Notes such that the Notes:

(i) continue to be recognised and valued as Tier 2 basic own funds of the Issuer under applicable law, regulation and guidance following the end of the Solvency II transition period on 31 December 2025; and

(ii) closer align commercially and technically with the terms and conditions of Tier 2 notes currently set out in the Issuer's £7,000,000,000 Euro Note Programme, which are broadly consistent with the terms and conditions of other similar securities in the market in this regard.

A meeting (the "Meeting") of the holders of the Notes (the "Noteholders") was held via teleconference earlier today, 14 July 2023, in connection with the Consent Solicitation, and the Issuer now announces the results of the Meeting.

This announcement does not contain the full terms and conditions of the Consent Solicitation, which are contained in the Consent Solicitation Memorandum dated 22 June 2023 (the "Consent Solicitation Memorandum") prepared by the Issuer, which is available to Eligible Noteholders (as defined therein) from the Tabulation Agent (including on its website via the link https://deals.is.kroll.com/aviva).

Unless otherwise indicated, capitalised terms used but not otherwise defined in this announcement have the meanings given in the Consent Solicitation Memorandum.

Details of the Notes

Results of the Meeting

NOTICE IS HEREBY GIVEN to the Noteholders that:

(a) at the Meeting, the necessary quorum was achieved, the Extraordinary Resolution was passed and the Eligibility Condition was satisfied;

(b) the Supplemental Trust Deed has been executed and delivered by the Issuer and the Trustee, and the Amended and Restated Final Terms have been executed by the Issuer, today, 14 July 2023; and

(c) the modifications to the Conditions and Final Terms of, and the transaction documents for, the Notes described in the Consent Solicitation Memorandum have been implemented with effect from today, 14 July 2023.

Voting Fee and Ineligible Holder Payment

As the Extraordinary Resolution has been passed, the other relevant Consent Conditions have been satisfied and the Proposed Amendments have been implemented, the Voting Fee is payable to those Eligible Noteholders who submitted (and did not revoke) valid Consent Instructions (whether in favour of or against the Extraordinary Resolution), which were received by the Tabulation Agent on or before the Expiration Deadline. Ineligible Noteholders who submitted (and did not revoke) Ineligible Holder Instructions, which were received by the Tabulation Agent on or before the Expiration Deadline, are eligible to receive an equivalent amount to the Voting Fee (such amount referenced herein as the Ineligible Holder Payment). The Payment Date in respect of: (i) the Voting Fee payable to the relevant Eligible Noteholders, and (ii) the Ineligible Holder Payment payable to the relevant Ineligible Noteholders will be no later than the fifth Business Day following the Implementation Date (currently expected to be on 21 July 2023).

Further details on the Consent Solicitation can be obtained from:

SOLICITATION AGENT

Lloyds Bank Corporate Markets plc

10 Gresham Street

London EC2V 7AE

United Kingdom

Attention: Liability Management Group

Tel: +44 20 7158 1719 / 1726

Email: LBCMLiabilityManagement@lloydsbanking.com

Requests for documentation and information in relation to the procedures for delivering Consent Instructions should be directed to:

TABULATION AGENT

Kroll Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

Attention: David Shilson/Jacek Kusion

Tel: +44 20 7704 0880

Email: aviva@is.kroll.com

Website: https://deals.is.kroll.com/aviva

DISCLAIMER

Nothing in this announcement or the Consent Solicitation Memorandum constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell securities in the United States or any other jurisdiction. The Notes have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and the Notes may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws.

UK MiFIR professionals/ECPs-only / No EEA or UK PRIIPs KID - Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA or UK PRIIPs key information document (KID) has been prepared.

The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement or the Consent Solicitation Memorandum comes are requested to inform themselves about, and to observe, any such restrictions.