Company Announcements

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA OR IN OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

AVIVA plc

(incorporated in England with limited liability, registered number 2468686)

announces the indicative results of, and the satisfaction of the New Financing Condition for, the tender offer for its £700,000,000 6.125 per cent. Fixed/Fixed Rate Reset Subordinated Notes due 2036 (ISIN: XS0138717441)

13 September 2024

On 5 September 2024, Aviva plc (the Offeror) announced an invitation to holders of its outstanding £700,000,000 6.125 per cent. Fixed/Fixed Rate Reset Subordinated Notes due 2036 (ISIN: XS0138717441) (the Notes) to tender their outstanding Notes for purchase by the Offeror for cash up to the Maximum Acceptance Amount, on the terms and subject to the satisfaction (or waiver) of the New Financing Condition and the other conditions contained in the tender offer memorandum dated 5 September 2024 (the Tender Offer Memorandum) prepared by the Offeror (such invitation, the Offer).

On 5 September 2024, the Offeror announced that the Maximum Acceptance Amount for the Offer had been set at £500,000,000 in aggregate nominal amount of the Notes.

The Offer expired at 4.00 p.m. (London time) on 12 September 2024 (the Expiration Deadline) and the Offeror now announces the indicative results of the Offer.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Satisfaction of the New Financing Condition

The Offeror announces that settlement of the issue of the New Notes took place on 12 September 2024. Accordingly, the New Financing Condition has been satisfied.

Indicative Non-Binding Results

As at the Expiration Deadline, £507,160,000 in aggregate nominal amount of Notes had been validly tendered pursuant to the Offer.

The Offeror announces that, in the event that it decides to accept valid tenders of Notes for purchase pursuant to the Offer, it expects to set the Final Acceptance Amount at approximately £500,000,000. Accordingly, on the basis of such Final Acceptance Amount, the Offeror expects to accept for purchase Notes validly tendered for purchase pursuant to the Offer subject to pro rata scaling at a Scaling Factor of approximately 99.095 per cent., as summarised below:

Noteholders should note that the above is a non-binding indication of the level at which the Offeror expects to set the Final Acceptance Amount, and the applicable Scaling Factor that would be applied as a consequence.

Pricing and Settlement

Pricing for the Offer will take place at or around 12.00 noon (London time) on 13 September 2024 (the Pricing Time).  As soon as reasonably practicable after the Pricing Time on 13 September 2024, the Offeror will announce whether it will accept valid tenders of Notes for purchase pursuant to the Offer and, if so accepted, the Final Acceptance Amount, the Benchmark Security Rate, the Purchase Yield, the Purchase Price, the Scaling Factor that will be applied to valid tenders of Notes (if applicable), and the aggregate nominal amount of the Notes that will remain outstanding post settlement of the Offer.

The Settlement Date in respect of any Notes accepted for purchase pursuant to the Offer is expected to be 16 September 2024.

Barclays Bank PLC (Telephone: +44 20 3134 8515; Attention: Liability Management Group; Email: eu.lm@barclays.com), Citigroup Global Markets Limited (Telephone: +44 20 7986 8969; Attention: Liability Management Group; Email: liabilitymanagement.europe@citi.com), HSBC Bank plc (Telephone: +44 20 7992 6237; Attention: Liability Management, DCM; Email: LM_EMEA@hsbc.com), J.P. Morgan Securities plc (Telephone: +44 20 7134 2468; Attention: EMEA Liability Management Group; Email: liability_management_EMEA@jpmorgan.com) and NatWest Markets Plc (Telephone: +44 20 7678 5222; Attention: Liability Management; Email: NWMLiabilityManagement@natwestmarkets.com) are acting as Dealer Managers for the Offer made to Relevant Noteholders.

Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: David Shilson; Email: aviva@is.kroll.com; Offer Website: https://deals.is.kroll.com/aviva) is acting as Tender Agent for the Offer.

This announcement is released by the Offeror and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014 as it forms part of the UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK MAR), encompassing information relating to the indicative results of the Offer described above. For the purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU) No. 2016/1055 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, this announcement is made by Susan Adams, Group Company Secretary at the Offeror.

LEI Number: YF0Y5B0IB8SM0ZFG9G81

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement.  The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement and/or the Tender Offer Memorandum come(s) are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Notes or an invitation to participate in the Offer.