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 consent solicitation and noteholders' meeting in respect of its outstanding

£400,000,000 Tier 2 Fixed to Floating Rate Notes due 2049 (ISIN: XS1488459485) (the "Notes")

On 13 April 2021, Aviva plc (the "Issuer") announced an invitation (such 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 consequential or related amendments to the transaction documents for the Notes such that:

(i)            for the purposes of the floating rate of interest applicable to the Notes following the Fixed Rate End Date for such Notes, (a) the Rate of Interest (as defined in the Conditions) will be determined by reference to the Sterling Overnight Index Average ("SONIA") and not the 3-month Sterling London Inter Bank Offered Rate ("LIBOR"); (b) an adjustment (the "Reference Rate Adjustment") will be made to reflect the economic difference between the LIBOR and SONIA rates (using the methodology for such adjustment contained in the ISDA IBOR Fallback Supplement); and (c) the Margin (as defined in the Conditions) applicable to the Notes will remain unaltered; and

(ii)           new fallback provisions relating to SONIA (including fallback provisions in case a Benchmark Event occurs with respect to SONIA) are included.

On 5 May 2021, the Issuer announced that the meeting (the "Meeting") convened for the holders of the Notes (the "Noteholders") on 5 May 2021 was adjourned through lack of quorum, and that an adjourned Meeting (the "Adjourned Meeting") would be convened at 10.00 a.m. (London time) on 20 May 2021 to consider and, if thought fit, approve the modification of the Conditions of the Notes and the consequential or related amendments to the transaction documents for the Notes set out above. The Adjourned Meeting was held via teleconference earlier today, 20 May 2021, in connection with the Consent Solicitation, and the Issuer now announces the results of the Adjourned Meeting.

This announcement does not contain the full terms and conditions of the Consent Solicitation, which were contained in the Consent Solicitation Memorandum dated 13 April 2021 (the "Consent Solicitation Memorandum") prepared by the Issuer. Unless otherwise indicated, capitalised terms used but not otherwise defined in this announcement have the meanings given in the Consent Solicitation Memorandum.

Results of Adjourned Meeting and Satisfaction of Eligibility Condition

NOTICE IS HEREBY GIVEN to the Noteholders that:

(a)           at the Adjourned 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, 20 May 2021;

(c)           the modifications to the Conditions of, and the transaction documents for, the Notes described in the Consent Solicitation Memorandum have been implemented with effect from today, 20 May 2021; and

(d)           the Reference Rate Adjustment in respect of the Notes is 0.1193 per cent.

General

No consent or participation fee is payable in connection with the Consent Solicitation.

The Consent Solicitation was only made, and the Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitation were only for distribution or made available to persons who were (i) located and resident outside the United States and not U.S. persons or acting for the account or benefit of a U.S. person (in each case, as defined in Regulation S under the Securities Act), (ii) not retail investors and, if applicable and acting on a non-discretionary basis, who were acting on behalf of beneficial owners that are not retail investors, and (iii) otherwise persons to whom the Consent Solicitation could have been lawfully made and that may lawfully have participated in the Consent Solicitation.

Lloyds Bank Corporate Markets plc (Attention: Liability Management Group; Telephone: +44 20 7158 1719 / 1726; Email: liability.management@lloydsbanking.com) acted as Solicitation Agent in connection with the Consent Solicitation.

Lucid Issuer Services Limited (Attention:  Owen Morris; Telephone:  +44 20 7704 0880; Email:  aviva@lucid-is.com) acted as the Tabulation Agent in connection with the Consent Solicitation. 

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.