Circular

Please read this notice carefully – it applies to all persons who view this webpage and, depending on who you are and where you live, it may affect your rights. Please note that this notice and the information contained in it may be altered or updated from time to time, and should be read in full each time you visit the site. In addition, the contents of this webpage may be amended at any time in whole or in part at the sole discretion of Aviva Plc ("Aviva")

Access to the materials contained in this section of the website (the "Microsite") may be restricted under securities laws in certain jurisdictions. This notice requires you to confirm certain matters (including that you are not resident or located in such a jurisdiction) before you may obtain access to the information on the website. If you are unable, or have any doubt whether you are able to provide the necessary confirmation you should press 'decline' and you will not be able to view information about the B Share Scheme (as defined below) and Share Consolidation (as defined below).

These materials are not directed at or to be accessed by persons resident or located in any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of that jurisdiction or may result in a significant risk of civil, regulatory or criminal exposure if information concerning the acquisition is sent or made available to persons in that jurisdiction (a "Restricted Jurisdiction") and unless otherwise determined by Aviva and permitted by applicable law and regulation, it is not intended that these materials be accessible by persons resident or located in any restricted jurisdiction.

Electronic versions of the materials you are seeking to access are being made available on this microsite by Aviva in good faith, for information purposes only and subject to the terms and conditions set out below.

Basis of access

The information contained on this Microsite is in respect of the return of capital to the holders of the ordinary shares of 25 pence each in the capital of Aviva in issue as shown on the register of members of Aviva as at 6pm (UK time) on 13 May 2022 (or such other time and date as the board of directors of Aviva may determine) (the Existing Ordinary Shares and each an Existing Ordinary Share) of £3.75 billion through the issue of a new class of B shares which Aviva intends to redeem for cash in order to return an expected amount of 101.69 pence per each Existing Ordinary Share referred to as the “B Share Scheme” and the 76 for 100 consolidation of Aviva’s ordinary share capital which will accompany the B Share Scheme (“Share Consolidation”). Holders of Aviva’s American depositary shares (“ADSs”) will be entitled to participate in the return under the B Share Scheme and Share Consolidation. The shareholder circular, in respect of the B Share Scheme and Share consolidation is scheduled to be published on 5 April 2022, with the general meeting of the shareholders to approve the return to be held on 9 May 2022.

Responsibility

The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and Aviva does not accept responsibility or duty to update any such information, document or announcement. Aviva reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.

In relation to any document, announcement or information contained on the Microsite, the only responsibility accepted by the directors of Aviva ("Responsible Persons") is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.

None of the Responsible Persons or Aviva have reviewed, and none of them is or shall be responsible for or accepts any liability in respect of any information contained on any other website that may be linked to this Microsite by a third party.

If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

Overseas persons

Shareholders who are not resident in the United Kingdom or who are citizens, residents or nationals of other countries should consult their professional advisers to ascertain whether the issue, holding, redemption or disposal of the B Shares will be subject to any restrictions or require compliance with any formalities imposed by the laws or regulations of, or any body or authority located in, the jurisdiction in which they are resident or to which they are subject. In particular, it is the responsibility of any overseas Shareholder to satisfy itself as to full observance of the laws of each relevant jurisdiction in connection with the B Share Scheme and Share Consolidation, including the obtaining of any government, exchange control or other consents which may be required, or the compliance with other necessary formalities needing to be observed and the payment of any issue, transfer or other taxes or duties in such jurisdiction.

The information contained in the Microsite is not being, and must not be released or otherwise forwarded, published, distributed or sent, in whole or in part, directly or indirectly, in or into certain jurisdictions. Viewing the materials you seek to access may be unlawful if you are resident or located in certain jurisdictions where only certain categories of person may be allowed to view such materials. Persons into whose possession this document comes should inform themselves about and observe any such restrictions. Neither this document nor any other document issued or to be issued by or on behalf of Aviva in connection with the B Share Scheme or Share Consolidation constitutes an invitation, offer or other action on the part of Aviva in any jurisdiction in which such invitation, offer or other action is unlawful.

If you are not permitted to view materials on this Microsite please exit this Microsite. Should you be in any doubt about whether you are permitted to view materials on this Microsite, you should not access the Microsite and you should take legal advice. To the fullest extent permitted by applicable law, neither Aviva nor its advisers accepts responsibility for any violation by any person of these restrictions and disclaim any responsibility or liability for the violations of any such restrictions by any person.

Securities law considerations in the United States

The redeemable preference shares of 101.69 pence nominal value each (subject to adjustment in the discretion of Aviva’s board of directors) in the capital of Aviva (‘‘B Shares'') have not been or will not be registered under the US Securities Act or the state securities laws of the United States and they may not be distributed, offered or sold in the United States unless pursuant to a transaction that has been registered under the US Securities Act and the relevant state securities laws or pursuant to a transaction that is exempt from the registration requirements of the US Securities Act and the state securities laws.

Forward-looking statements

This Microsite should be read in conjunction with the documents distributed by Aviva through the Regulatory News Service of the London Stock Exchange.

This Microsite contains, and we may make other verbal or written 'forward-looking statements'. Statements containing the words 'believes', 'intends', 'expects', 'projects', 'plans', 'will', 'seeks', 'aims', 'may', 'could', 'outlook', 'likely', 'target', 'goal', 'guidance', 'trends', 'future', 'estimates', 'potential' and 'anticipates', and words of similar meaning, are forward-looking. These forward-looking statements include all matters that are not historical facts. By their nature, all forward-looking statements involve risk and uncertainty. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in this Microsite. Aviva believes factors that could cause actual results of the tax treatment applicable to Shareholders, Aviva's operations and financial position, and the development of the markets and the industry in which Aviva operates, to differ materially from those indicated in forward-looking statements in this Microsite include, but are not limited to: tax laws and regulations and their interpretation by government authorities, the impact of ongoing uncertain conditions in the global financial markets and the local and international political and economic situation generally (including those arising from the Russia-Ukraine conflict); market developments and government actions (including those arising from the evolving relationship between the UK and the European Union (EU)); the effect of credit spread volatility on the net unrealised value of the investment portfolio; the effect of losses due to defaults by counterparties, including potential sovereign debt defaults or restructurings, on the value of Aviva’s investments; changes in interest rates that may cause policyholders to surrender their contracts, reduce the value or yield of Aviva’s investment portfolio and impact Aviva’s asset and liability matching; the unpredictable consequences of reforms to reference rates, including the London Inter-Bank Offered Rate (LIBOR); the impact of changes in short or long-term inflation; the impact of changes in equity or property prices on Aviva’s investment portfolio; fluctuations in currency exchange rates; the effect of market fluctuations on the value of options and guarantees embedded in some of Aviva’s life insurance products and the value of the assets backing their reserves; the amount of allowances and impairments taken on Aviva’s investments; the effect of adverse capital and credit market conditions on Aviva’s ability to meet liquidity needs and Aviva’s access to capital; changes in, or restrictions on, Aviva’s ability to initiate capital management initiatives; changes in or inaccuracy of assumptions in pricing and reserving for insurance business (particularly with regard to mortality and morbidity trends, lapse rates and policy renewal rates), longevity and endowments; a cyclical downturn of the insurance industry; the impact of natural and man-made catastrophic events (including the impact of COVID-19) on Aviva’s business activities and results of operations; the transitional, litigation and physical risks associated with climate change; Aviva’s reliance on information and technology and third-party service providers for Aviva’s operations and systems; the impact of the Group's risk mitigation strategies proving less effective than anticipated, including the inability of reinsurers to meet obligations or unavailability of reinsurance coverage; poor investment performance of the Group's asset management business; the withdrawal by customers at short notice of assets under the Group's management; failure to manage risks in operating securities lending of Group and third-party client assets; increased competition in the UK and in other countries where we have significant operations; regulatory approval of changes to the Group's internal model for calculation of regulatory capital under the UK's version of Solvency II rules; the impact of actual experience differing from estimates used in valuing and amortising deferred acquisition costs and acquired value of in-force business; the impact of recognising an impairment of Aviva’s goodwill or intangibles with indefinite lives; changes in valuation methodologies, estimates and assumptions used in the valuation of investment securities; the effect of legal proceedings and regulatory investigations; the impact of operational risks, including inadequate or failed internal and external processes, systems and human error or from external events and malicious acts (including cyberattack and theft, loss or misuse of customer data); risks associated with arrangements with third parties, including joint ventures; Aviva’s reliance on third-party distribution channels to deliver its products; funding risks associated with Aviva’s participation in defined benefit staff pension schemes; the failure to attract or retain the necessary key personnel; the effect of systems errors or regulatory changes on the calculation of unit prices or deduction of charges for Aviva’s unit-linked products that may require retrospective compensation to Aviva’s customers; the effect of simplifying Aviva’s operating structure and activities; the effect of a decline in any of Aviva’s ratings by rating agencies on Aviva’s standing among customers, broker-dealers, agents, wholesalers and other distributors of Aviva’s products and services; changes to Aviva’s brand and reputation; changes in tax laws and interpretation of existing tax laws in jurisdictions where we conduct business; changes to International Financial Reporting Standards relevant to insurance companies and their interpretation (for example, IFRS 17); the inability to protect Aviva’s intellectual property; the effect of undisclosed liabilities, execution and separation issues and other risks associated with Aviva’s business disposals; and other uncertainties, such as diversion of management attention and other resources, relating to future acquisitions, combinations or disposals within relevant industries; the policies, decisions and actions of government or regulatory authorities in the UK, the EU, the US, Canada or elsewhere, including changes to and the implementation of key legislation and regulation. Please see Aviva’s most recent Annual Report for further details of risks, uncertainties and other factors relevant to the business and its securities. You should specifically consider the factors identified in this Microsite which could cause actual results to differ before making any decision in relation to the B Share Scheme and the Share Consolidation.

Subject to the requirements of the Financial Conduct Authority of the United Kingdom (or any successor body in respect thereof), the London Stock Exchange, the Listing Rules and the Disclosure Guidelines and Transparency Rules or applicable law, Aviva explicitly disclaims any obligation or undertaking publicly to revise or update the forward-looking statements in this Microsite or any other forward-looking statements we may make. Forward-looking statements in this Microsite are current only as of the date on which such statements are made.

This notice shall be governed by and interpreted in accordance with English law.

THE INFORMATION CONTAINED IN THIS MICROSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

Confirmation of understanding and acceptance of disclaimer

By downloading the (PDF) Circular, you:

• confirm that you are permitted to proceed to this Microsite and certify that you are not (nor do you act on behalf of someone who is) resident or located in, or a national or citizen of, any jurisdiction that renders the accessing of this Microsite or any parts thereof illegal;
• agree that you will not forward, transfer or distribute (by any means including by electronic transmission) any information or documents included in this Microsite either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation;
• represent and warrant to Aviva that you intend to access this area of the website for information purposes only, that you have read and understood this notice and that you understand that it may affect your rights or responsibilities; and
• have read and understood the notice set out above and agree to be bound by the terms of this notice and are permitted to proceed to this Microsite.

Restricted

The information in this Circular should only be accessed if you accept the terms of this disclaimer.