AVIVA plc
22 June 2023

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.

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("UK MAR"), AS SUPPLEMENTED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 (SI 2019/310). For the purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU) No. 2016/1055 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, this announcement is made by Kirstine Cooper, Group Company Secretary at the ISSUER.

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

Aviva plc (the "Issuer") announces today an invitation (the "Consent Solicitation") to Eligible Noteholders (as defined below) 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 transitional period on 31 December 2025; and

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

Following the introduction of Commission Delegated Regulation (EU) No. 2015/35 of 10 October 2014 as amended by Commission Delegated Regulation (EU) 2019/981 of 8 March 2019 (the "Level 2 Regulation") supplementing Directive 2009/138/EC of the European Parliament and of the Council of the European Union of 25 November 2009 on the taking-up and pursuit of the business of insurance and reinsurance (Solvency II) (the "Solvency II Directive") as each forms part of retained EU law by virtue of the EUWA ("Solvency II"), new requirements were introduced for capital instruments to be recognised and valued as Tier 2 basic own funds (the "Tier 2 Solvency II Requirements").

The Notes are currently recognised and valued as Tier 2 basic own funds of the Issuer and the Group (being the Issuer and its subsidiaries) under Solvency II and will cease to be so recognised and valued following 31 December 2025 when the transitional period for grandfathered capital under Solvency II (the "Transitional Period") ends, unless the Conditions and the Final Terms are amended appropriately to ensure that they meet the Tier 2 Solvency II Requirements.

The Issuer and the Group will continue to be capitalised in accordance with their respective Solvency II regulatory requirements even if the Notes lose capital treatment under Solvency II and therefore cease to count towards the Tier 2 basic own funds of the Issuer or the Group (as applicable). However, the Issuer intends to manage the efficiency of its capital and therefore proposes to amend the Conditions to ensure the Notes remain Solvency II compliant beyond the end of the Transitional Period. In addition, the Issuer is proposing to make certain additional amendments to the Conditions which are not required by Solvency II but which are intended to bring the Conditions into closer alignment with the terms and conditions of Tier 2 notes currently set out in the Programme, which include certain other features which have become market standard for insurance capital issuances since the issue date of the Notes.

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 below) 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

*The Maturity Date for the Notes is the Interest Payment Date falling in or nearest to the specified month.

** Ineligible Noteholders may be eligible to receive an equivalent amount to the Voting Fee (such amount referenced herein as the Ineligible Holder Payment) in respect of the Notes through the submission of an Ineligible Holder Instruction, as described in the Notice.

Voting Fee

Eligible Noteholders submitting a Consent Instruction (as defined in the Consent Solicitation Memorandum) may be eligible to receive a voting fee equal to 16 per cent. of the nominal amount of the relevant Notes, if such Consent Instruction is received by the Tabulation Agent by 5.00 p.m. (London time) on 11 July 2023 and not subsequently revoked (the "Voting Fee") subject in each case to the conditions described in the Consent Solicitation Memorandum (including the satisfaction of the Consent Conditions) and the implementation of the Proposed Amendments, all as more fully described in the Consent Solicitation Memorandum. Ineligible Noteholders may be eligible to receive an equivalent amount to the Voting Fee (such amount being referenced herein as the Ineligible Holder Payment) in respect of the Notes through the submission of an Ineligible Holder Instruction, as described in the Consent Solicitation Memorandum.

Results of Consultation with a Special Committee of the Investment Association

The Proposed Amendments have been considered by a special committee consisting of Noteholders and convened by The Investment Association (the "Special Committee") at the request of the Issuer. The members of the Special Committee, who hold in aggregate approximately 53.94 per cent. of the current aggregate principal amount outstanding of the Notes have examined the Proposed Amendments. They have informed the Issuer that: (i) they find the Proposed Amendments acceptable; and (ii) subject to internal and other approvals (including those of the Noteholders' underlying investors) and each Noteholder exercising its voting rights in the best interests of its underlying investors at the point of voting, they intend to vote in favour of the Proposed Amendments in respect of their holdings of Notes.

As such, please do bear in mind that while Noteholders are asked to confirm, after due enquiry, the amount of their holdings they will be able to commit to vote in favour of the Proposed Amendments, any indication given by a Noteholder of its intention to vote is not binding on that Noteholder.

The Special Committee has advised the Issuer that this recommendation relates only to the proposals set out in the Consent Solicitation Memorandum with respect to the Notes and not to any future offers or proposals which the Issuer may make.

Notice of a Meeting in respect of the Notes

A notice (the "Notice") convening a meeting (the "Meeting") of the holders of the Notes (the "Noteholders"), to be held via videoconference or teleconference on 14 July 2023, has been given to Noteholders in accordance with the Conditions on the date of this announcement, including by way of release through the regulatory news service of the London Stock Exchange plc and by delivery to the Clearing Systems.

The Issuer proposes that the Meeting will be held electronically via videoconference or teleconference rather than physically in person and, in accordance with the provisions of the Trust Deed, has requested that the Trustee prescribe appropriate regulations regarding the holding of the Meeting via videoconference or teleconference. The Meeting will be held via videoconference or teleconference using a platform hosted by the chairman of the Meeting to allow attendees to participate electronically. Details for accessing the Meeting will be made available to proxies who have been duly appointed under a block voting instruction and to holders of voting certificates, in each case issued in accordance with the procedures set out in the Consent Solicitation Memorandum. Any Noteholders who indicate to the Tabulation Agent (the contact details for which are set out below) that they wish to participate electronically in, or otherwise be represented on, the videoconference or teleconference for the Meeting (rather than being represented by the Tabulation Agent) will be provided with further details about attending the Meeting.

Eligible Noteholders

The Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitation are only for distribution or to be made available to persons who are (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 (as defined in the Consent Solicitation Memorandum) and, if applicable and acting on a non-discretionary basis, who are acting on behalf of beneficial owners that are not retail investors, and (iii) otherwise persons to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation (all such persons "Eligible Noteholders").

For the purposes of this announcement and the Consent Solicitation Memorandum, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended or superseded, "MiFID II"), (ii) a customer within the meaning of Directive 2016/97 (the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, (iii) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"), or (iv) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA which were relied on immediately before exit day to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA.

Timetable

Set out below is an indicative timetable showing one possible outcome for the timing of the Consent Solicitation:

The above dates and times will depend, among other things, on timely receipt (and non-revocation) of instructions, the rights of the Issuer (where applicable) to extend, waive any condition (other than the Consent Conditions) of, amend and/or terminate, the Consent Solicitation (other than the terms of the Extraordinary Resolution) as described in the Consent Solicitation Memorandum and the passing of the Extraordinary Resolution at the initial Meeting. Accordingly, the actual timetable may differ significantly from the timetable above.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes when such intermediary would need to receive instructions from a Noteholder in order for such Noteholder to participate in, or to validly revoke their instruction to participate in, the Consent Solicitation by the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission and revocation of Consent Instructions will be earlier than the relevant deadlines specified above.

If a quorum is not achieved at the Meeting or the quorum is achieved and the Extraordinary Resolution is passed but the Eligibility Condition is not satisfied, such Meeting shall be adjourned until a date not less than 14 days nor more than 42 days later. The adjourned Meeting of Noteholders will be held at a date as will be notified to the Noteholders in the notice of the adjourned Meeting in accordance with the terms of the Trust Deed, such notice to be given at least 10 days (exclusive of the day on which the notice is given and of the day on which the Meeting is to be resumed) prior to the proposed adjourned Meeting. Any such notice of an adjourned Meeting will specify the anticipated Implementation Date.

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

Telephone: +44 20 7704 0880

Email: aviva@is.kroll.com

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

DISCLAIMER: This announcement must be read in conjunction with the Consent Solicitation Memorandum. This announcement and the Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of the implementation of the Extraordinary Resolution, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Consent Solicitation or otherwise participate at the Meeting (including any adjourned Meeting) at which the Extraordinary Resolution is to be considered. 

In accordance with normal practice, the Trustee, the Tabulation Agent and the Issuing and Paying Agent have not been involved in the formulation of the Consent Solicitation, the Noteholder Proposal outlined in the Consent Solicitation Memorandum or the Extraordinary Resolution. The Trustee, the Tabulation Agent, the Solicitation Agent and the Issuing and Paying Agent express no opinion on, and make no representations as to the merits of, the Consent Solicitation, the Noteholder Proposal outlined in the Consent Solicitation Memorandum or the Extraordinary Resolution.

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.