Tier 2, Senior and RT1 Notes Tender Offer

Aviva PLC

19 May 2026

 

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF (I) 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; AND (II) ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

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 (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

Aviva plc

(incorporated in England and Wales with limited liability, registered number 02468686)

announces tender offers for its outstanding £700,000,000 6.125 per cent. Fixed/Fixed Rate Reset Subordinated Notes due 2036 (ISIN: XS0138717441) and €750,000,000 1.875 per cent. Senior Notes due 2027 (ISIN: XS1908273219) and the outstanding £350,000,000 Fixed Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes (ISIN: XS1728036366) of Direct Line Insurance Group Limited

19 May 2026

Aviva plc (the Offeror) today announces separate invitations to eligible holders of (i) its outstanding £700,000,000 6.125 per cent. Fixed/Fixed Rate Reset Subordinated Notes due 2036 (ISIN: XS0138717441) (of which £200,000,000 in aggregate nominal amount remains outstanding) (the Tier 2 Notes) and €750,000,000 1.875 per cent. Senior Notes due 2027 (ISIN: XS1908273219) (of which €464,002,000 in aggregate nominal amount remains outstanding) (the Senior Notes); and (ii) the outstanding £350,000,000 Fixed Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes (ISIN: XS1728036366) (of which £350,000,000 in aggregate nominal amount remains outstanding) (the RT1 Notes and, together with the Tier 2 Notes and the Senior Notes, the Notes and each a Series) of Direct Line Insurance Group Limited (formerly known as Direct Line Insurance Group plc), in each case  to tender their outstanding Notes for purchase by the Offeror for cash, subject as set out in the tender offer memorandum dated 19 May 2026 (the Tender Offer Memorandum) prepared by the Offeror (each such invitation an Offer and, together, the Offers).

The Offers are being made on the terms and subject to the satisfaction (or waiver) of the New Financing Condition (as defined below) and the other conditions contained in the Tender Offer Memorandum, and are subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Rationale for the Offers

The purpose of the Offers and the planned issuance of the New Notes (as defined below) is, amongst other things, to proactively manage the Offeror's capital structure and expected redemption profile. The Offers also provide Noteholders with the opportunity to sell their current holdings in the Notes and to apply for priority in the allocation of the New Notes, as more fully described in the Tender Offer Memorandum.

The Offeror intends to cancel any Notes purchased by it pursuant to the Offers.

Summary of the Offers

Description of the Notes	Issuer of the Notes	ISIN / Common Code	Outstanding Nominal Amount	First Optional Call Date	Maturity Date	Relevant Benchmark*	Purchase Spread*	Amount subject to the Offer(s)
Tier 2 Notes	Aviva plc	XS0138717441 / 013871744	£200,000,000	16 November 2026**	14 November 2036**	6 per cent. UK Treasury Stock due December 2028 (ISIN: GB0002404191)	75 bps	Any and all
Senior Notes	Aviva plc	XS1908273219 / 190827321	€464,002,000	Not Applicable	13 November 2027	Interpolated Mid-Swap Rate	5 bps	An aggregate nominal amount of Senior Notes (converted into Sterling at the Applicable Euro/Sterling Exchange Rate) and RT1 Notes that will be no greater than (i) the aggregate nominal amount of the New Notes (as defined below) (converted into Sterling at the Applicable Euro/Sterling Exchange Rate) to be issued, less (ii) £200,000,000, and to be announced by the Offeror as further described in the Tender Offer Memorandum
RT1 Notes	Direct Line Insurance Group Limited***	XS1728036366 / 172803636	£350,000,000	7 December 2027	Not Applicable	4.25 per cent. UK Treasury Stock due December 2027 (ISIN: GB00B16NNR78)	70 bps
*             The applicable Purchase Price (as defined herein) payable for Notes of each Series accepted for purchase pursuant to the relevant Offer will be determined in the manner described in the Tender Offer Memorandum, by reference to the sum (annualised in the case of the Tier 2 Notes) of (i) the relevant Benchmark Security Rate (in the case of the RT1 Notes and the Tier 2 Notes) or the Interpolated Mid-Swap Rate (in the case of the Senior Notes) and (ii) the relevant Purchase Spread. See the Tender Offer Memorandum for further information. **          On the date of the Tender Offer Memorandum, the Offeror has given notice to the holders of the Tier 2 Notes that, following the occurrence of a Capital Disqualification Event (as defined in the terms and conditions of the Tier 2 Notes (the Tier 2 Note Conditions)) in respect of the Tier 2 Notes, all of the Tier 2 Notes that remain outstanding on 19 June 2026 will be redeemed on such date at their Special Redemption Price (to be determined in accordance with the Tier 2 Note Conditions), together with interest accrued to (but excluding) such redemption date. See the Tender Offer Memorandum for further information. ***       In connection with the Offer for the RT1 Notes, the Offeror is acting with the permission of, and as agent of, Direct Line Insurance Group Limited. See the Tender Offer Memorandum for further information.

Purchase Prices and Accrued Interest

In respect of each Series, the Offeror will pay, for any Notes of the relevant Series validly tendered and accepted for purchase by the Offeror pursuant to the relevant Offer (subject to the satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date), a cash purchase price for such Notes (each a Purchase Price) to be determined at or around 11.00 a.m. (London time) on 29 May 2026 (the Pricing Time) in the manner described in the Tender Offer Memorandum in accordance with standard market practice by reference to the sum (annualised in the case of the Tier 2 Notes) (each such sum, a Purchase Yield) of:

(a)           the Purchase Spread specified in the table above; and

(b)           in the case of:

(i)            the RT1 Notes and the Tier 2 Notes, the relevant Benchmark Security Rate; and

(ii)           the Senior Notes, the Interpolated Mid-Swap Rate.

Each Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the Notes of the relevant Series accepted for purchase pursuant to the relevant Offer (rounded to the nearest 0.001 per cent., with 0.0005 per cent. rounded upwards), and is intended to reflect (I) in the case of the RT1 Notes and the Tier 2 Notes, a yield to the First Optional Call Date for the relevant Series (as specified in the table above) and (II) in the case of the Senior Notes, a yield to the scheduled maturity date of the Senior Notes, in each case on the Settlement Date equal to the relevant Purchase Yield.

Specifically, the Purchase Price applicable to the Notes of a particular Series will equal (A) the value of all remaining payments of principal and interest on the relevant Series up to and including the applicable First Optional Call Date (in the case of the RT1 Notes and the Tier 2 Notes) or the scheduled maturity date (in the case of the Senior Notes), assuming in each case that the relevant Series is redeemed in full at its nominal amount on such date, discounted to the Settlement Date at a discount rate equal to the relevant Purchase Yield, minus (B) Accrued Interest for such Series.

The Offeror will also pay an Accrued Interest Payment in respect of any Series of Notes accepted for purchase pursuant to the relevant Offer(s).

Any and All Offer for Tier 2 Notes, and Separate Notice of Redemption of Outstanding Tier 2 Notes

If the Offeror decides to accept any validly tendered Tier 2 Notes for purchase pursuant to the relevant Offer, it will (subject to the satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) accept for purchase all of the Tier 2 Notes that are validly tendered, and there will be no scaling of any tenders of Tier 2 Notes for purchase pursuant to the relevant Offer.

Separately, on the date of the Tender Offer Memorandum, the Offeror has given notice to the holders of the Tier 2 Notes that, following the occurrence of a Capital Disqualification Event (as defined in the Tier 2 Notes Conditions) in respect of the Tier 2 Notes, the Offeror will exercise its option under the Tier 2 Notes Conditions to redeem, on 19 June 2026, all of the Tier 2 Notes that remain outstanding on such date. Accordingly, any Tier 2 Notes that are not validly tendered for purchase and accepted for purchase by the Offeror pursuant to the relevant Offer will be redeemed by the Offeror on 19 June 2026 at their Special Redemption Price (as defined in the Tier 2 Notes Conditions, and determined by reference to the gross redemption yield of the 6 per cent. Treasury Stock due December 2028 (ISIN: GB0002404191) plus 75 bps) together with interest accrued to (but excluding) such redemption date.

RT1 Notes and Senior Notes Acceptance Amounts and Scaling

If the Offeror decides to accept any validly tendered RT1 Notes and/or Senior Notes for purchase pursuant to the relevant Offer(s), it currently proposes that the aggregate nominal amount of such Notes it will (subject to the satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) accept for purchase pursuant to such Offer(s) (converted, in the case of the Senior Notes, into Sterling at the Applicable Euro/Sterling Exchange Rate) will be no greater than (i) the aggregate nominal amount of the New Notes (converted into Sterling at the Applicable Euro/Sterling Exchange Rate) to be issued less (ii) £200,000,000 (the Capped Offers Maximum Acceptance Amount), which it will announce as soon as reasonably practicable following pricing of the New Notes, although the Offeror reserves the right, in its sole discretion, to accept significantly more or less than (or none of) such amount of RT1 Notes and/or Senior Notes for purchase pursuant to the relevant Offers (the final aggregate nominal amount of such Notes accepted for purchase pursuant to such Offers (converted, in the case of the Senior Notes, into Sterling at the Applicable Euro/Sterling Exchange Rate) being the Capped Offers Final Acceptance Amount).

The Offeror will determine the allocation of the Capped Offers Final Acceptance Amount between the RT1 Notes and the Senior Notes in its absolute discretion, and reserves the right to accept significantly more or significantly less (or none) of either such Series as compared to the other such Series (the final aggregate nominal amount of either such Series accepted for purchase pursuant to the relevant Offer being a Capped Offer Series Acceptance Amount).

If the Offeror decides to accept any validly tendered RT1 Notes or Senior Notes for purchase pursuant to the relevant Offer and the aggregate nominal amount of the relevant Series validly tendered for purchase is greater than the relevant Capped Offer Series Acceptance Amount, the Offeror intends to accept (subject to the satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) such Notes for purchase on a pro rata basis such that the aggregate nominal amount of such Series accepted for purchase pursuant to the relevant Offer is no greater than the relevant Capped Offer Series Acceptance Amount, as further described in the Tender Offer Memorandum.

New Financing Condition

The Offeror today announces that it intends to issue new euro-denominated fixed to floating rate dated Tier 2 notes (the New Notes), in a benchmark size, subject to market conditions.

Whether the Offeror will accept for purchase any Notes validly tendered in the Offers and complete any of the Offers is conditional, without limitation, on the successful completion (in the sole determination of the Offeror) of the issue of the New Notes (the New Financing Condition), unless the New Financing Condition is waived by the Offeror.

Even if the New Financing Condition is satisfied (or waived), the Offeror is under no obligation to accept for purchase any Notes validly tendered pursuant to the Offers. The acceptance for purchase by the Offeror of Notes validly tendered pursuant to the Offers is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason.

Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the base prospectus dated 11 March 2026, as supplemented by the supplementary prospectus dated 15 May 2026, and (once published) the applicable final terms to be prepared in connection with the issue of the New Notes and their admission to the Official List of the Financial Conduct Authority and admission to trading on the main market of the London Stock Exchange plc (together, the Prospectus), and no reliance is to be placed on any representations other than those contained in the Prospectus. Noteholders who may wish to subscribe for New Notes should carefully consider all of the information in the Prospectus including (but not limited to) the risk factors therein.

For the avoidance of doubt, the ability to purchase New Notes is subject to all applicable securities laws and regulations in force in any relevant jurisdiction (including the jurisdiction of the relevant Noteholder and the selling restrictions set out in the Prospectus). It is the sole responsibility of each Noteholder to satisfy itself that it is eligible to purchase the New Notes. The New Notes have only been and shall only be offered in conformity with the provisions of the Prospectus and the selling restrictions contained therein.

The New Notes are not being, and will not be, offered or sold in the United States. Nothing in the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the Securities Act).  The New 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 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).

UK MiFIR product governance - The target market for the New Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No. 600/2014 as it forms part of the domestic law of the United Kingdom (the UK) by virtue of the European Union (Withdrawal) Act 2018 (UK MiFIR) (all distribution channels).

MiFID II product governance - The target market for the New Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II) (all distribution channels).

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or both) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No. 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - The New Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is not a professional client, as defined in point (8) of Article 2(1) of UK MiFIR. Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (DISC) for offering, selling or distributing the New Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the New Notes or otherwise making them available to any retail investor in the UK may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.

See the Prospectus for further information.

No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.

Allocation of the New Notes

When considering the allocation of the New Notes, the Offeror may give preference to those Noteholders who, prior to such allocation, have informed any Dealer Manager that they have validly tendered or have given a firm intention to any Dealer Manager that they intend to tender their Notes for purchase pursuant to the relevant Offer(s). Therefore, a Noteholder who wishes to subscribe for New Notes in addition to tendering its existing Notes for purchase pursuant to the relevant Offer(s) may be eligible to receive, at the sole and absolute discretion of the Offeror, priority in the allocation of the New Notes, subject to the issue of the New Notes, the selling restrictions set out in the Prospectus, and such Noteholder making a separate application for the purchase of such New Notes to any Dealer Manager (in its capacity as a joint lead manager of the issue of the New Notes) in accordance with the standard new issue procedures of such Dealer Manager (in such capacity). Any such preference will, subject to the sole and absolute discretion of the Offeror, be applicable up to the aggregate nominal amount of Notes tendered by such Noteholder (or in respect of which such Noteholder has indicated a firm intention to tender as described above) pursuant to the relevant Offer(s) (or, where applicable, its euro equivalent determined by the Offeror in its sole discretion). However, the Offeror is not obliged to allocate any New Notes to a Noteholder who has validly tendered or indicated a firm intention to tender its Notes for purchase pursuant to the relevant Offer(s) and, if any such New Notes are allocated, the nominal amount thereof may be less or more than the nominal amount of Notes tendered by such Noteholder and accepted for purchase by the Offeror pursuant to the relevant Offer(s) (or, where applicable, its euro equivalent). Any such allocation will also, among other factors, take into account the minimum denomination of the New Notes (being €100,000).

All allocations of the New Notes, while being considered by the Offeror as set out above, will be made in accordance with customary new issue allocation processes and procedures in the sole and absolute discretion of the Offeror. If a Noteholder validly tenders Notes pursuant to the relevant Offer(s), such Notes will remain subject to such tender and the conditions of such Offer(s) as set out in the Tender Offer Memorandum irrespective of whether that Noteholder receives all, part or none of any allocation of New Notes for which it has applied.

Noteholders should note that the pricing and allocation of the New Notes are expected to take place prior to the Expiration Deadline for the Offers and any Noteholder who wishes to subscribe for New Notes in addition to tendering existing Notes for purchase pursuant to the relevant Offer(s) should therefore provide, as soon as practicable, to any Dealer Manager any indications of a firm intention to tender Notes for purchase pursuant to the relevant Offer(s) and the quantum of Notes that it intends to tender.

Tender Instructions

In order to participate in, and be eligible to receive the relevant Purchase Price and Accrued Interest Payment pursuant to, the relevant Offer, Noteholders must validly tender their Notes for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 4.00 p.m. (London time) on 28 May 2026, unless the relevant Offer is extended, re-opened, amended, withdrawn and/or terminated as provided in the Tender Offer Memorandum (the Expiration Deadline).

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum nominal amount of the relevant Series of no less than the minimum denomination of such Series, as set out in the table below, and may thereafter be submitted in any integral multiple of the relevant permitted integral amount for such Series, as set out in the table below, all as further described in the Tender Offer Memorandum. A separate Tender Instruction must be completed on behalf of each beneficial owner and in respect of each of the Senior Notes and RT1 Notes.

Series	Minimum Denomination	Permitted Integral Multiple
RT1 Notes	£200,000	£1,000
Senior Notes	€100,000	€1,000
Tier 2 Notes	£10,000	£10,000

Indicative Timetable for the key events relating to the Offers

Events	Times and Dates (All times are London time)
Commencement of the Offers Offers announced. Tender Offer Memorandum available from the Tender Agent (subject to the offer and distribution restrictions set out in the Tender Offer Memorandum).	19 May 2026
Pricing of the New Notes Expected pricing of the New Notes.	Expected to be prior to the Expiration Deadline
Announcement of Capped Offers Maximum Acceptance Amount Announcement of (i) the Capped Offers Maximum Acceptance Amount for the Offers in respect of the RT1 Notes and the Senior Notes; and (ii) the Applicable Euro/Sterling Exchange Rate.	As soon as reasonably practicable following the pricing of the New Notes
Expiration Deadline Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Noteholders to be able to participate in the Offers and to be eligible to receive the relevant Purchase Price and Accrued Interest Payment on the Settlement Date.	4.00 p.m. on 28 May 2026
Announcement of Indicative Results
Announcement by the Offeror of a non-binding indication of the levels at which it expects to set the Capped Offers Final Acceptance Amount, each Capped Offer Series Acceptance Amount, and indicative details of any Scaling Factor applicable to valid tenders of RT1 Notes and/or Senior Notes that will be applied in the event that the Offeror decides to accept (subject to the satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) valid tenders of such Notes pursuant to the relevant Offer(s).	Prior to the Pricing Time on 29 May 2026
Pricing Time
Determination of each Benchmark Security Rate (in respect of the RT1 Notes and the Tier 2 Notes), the Interpolated Mid-Swap Rate (in respect of the Senior Notes), each Purchase Yield and each Purchase Price.	At or around 11.00 a.m. on 29 May 2026
Announcement of Final Results and Pricing Announcement of whether the Offeror will accept (subject to the satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) valid tenders of Notes for purchase pursuant to all or any of the Offers and, if so accepted, the aggregate nominal amount of Tier 2 Notes so accepted, each Capped Offer Series Acceptance Amount, each Benchmark Security Rate (in respect of the RT1 Notes and the Tier 2 Notes), the Interpolated Mid-Swap Rate (in respect of the Senior Notes), each Purchase Yield, each Purchase Price, the Scaling Factor that will be applied to any valid tenders of RT1 Notes or Senior Notes (if applicable), and the aggregate nominal amount of the Notes of each Series that will remain outstanding post settlement of the Offers.	As soon as reasonably practicable after the Pricing Time on 29 May 2026
Settlement Date Subject to the satisfaction (or waiver) of the New Financing Condition on or prior to such date, the expected Settlement Date for the Offers.	1 June 2026

The above times and dates are subject to the right of the Offeror to extend, re-open, amend, withdraw and/or terminate any Offer (subject to applicable law and as provided in the Tender Offer Memorandum). Accordingly, the actual timetable may differ significantly from the timetable above. Noteholders are advised to check with any broker, dealer, bank, custodian, trust company, nominee or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, an Offer before the deadlines set out above and in the Tender Offer Memorandum.  The deadlines set by any such intermediary and each Clearing System for the submission or (where permitted) revocation of Tender Instructions will be earlier than the relevant deadlines specified above and/or otherwise described in the Tender Offer Memorandum. 

Unless stated otherwise, announcements in connection with the Offers will be made (i) by publication through RNS (in the case of the Offers relating to the Senior Notes and the Tier 2 Notes) and/or via the company announcement section of the website of Euronext Dublin (in the case of the Offer relating to the RT1 Notes) and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants.  Such announcements may also be made on the Informa IGM Screen Insider service and by the issue of a press release to a Notifying News Service.  Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are below.  Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offers.  In addition, Relevant Noteholders may contact the Dealer Managers for information using the contact details below.

Further Information

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for, participating in the Offers, and to carefully consider all of the information contained therein before making a decision whether to tender Notes pursuant to any Offer.

None of the Dealer Managers (or their respective directors, officers, employees, agents, advisers or affiliates) has any role in relation to any part of any Offer made to Noteholders who are not Relevant Noteholders, where Relevant Noteholder means a Noteholder that is: (a) in a member state of the European Union (the EU), an "eligible counterparty" or a "professional client", each as defined in Directive No. 2014/65/EU on markets in financial instruments (as amended from time to time); (b) in the UK, an "eligible counterparty", as defined in the FCA Handbook Conduct of Business Sourcebook, or a "professional client" as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018; or (c) in a jurisdiction outside of the EU and the UK, an institutional holder under applicable local law and not a retail holder.

Questions and requests for assistance in connection with (i) the Offers may be directed to (a) the Dealer Managers by Relevant Noteholders; and (b) the Offeror by Noteholders that are not Relevant Noteholders, and (ii) the delivery of Tender Instructions may be directed to the Tender Agent, the contact details for each of which are below.

THE OFFEROR Aviva plc 80 Fenchurch Street London EC3M 4AE United Kingdom
THE DEALER MANAGERS (in respect of the Offers as made to Relevant Noteholders)
Barclays Bank PLC 1 Churchill Place London E14 5HP United Kingdom Telephone: [phone] Email: [e-mail] Attention: Liability Management Group	Deutsche Bank AG, London Branch 21 Moorfields London EC2Y 9DB United Kingdom Telephone: [phone] Attention: Liability Management Group
HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom Telephone: [phone] Attention: Liability Management, DCM Email: [e-mail]	J.P. Morgan Securities plc 25 Bank Street Canary Wharf London E14 5JP United Kingdom Telephone: [phone] Email: [e-mail] Attention: EMEA Liability Management Group
Morgan Stanley & Co. International plc 25 Cabot Square Canary Wharf London E14 4QA United Kingdom Telephone: [phone] Attention: Liability Management Team, Global Capital Markets Email: [e-mail]
THE TENDER AGENT
Kroll Issuer Services Limited The News Building 3 London Bridge Street London SE1 9SG United Kingdom Telephone: [phone] Attention: Arlind Bytyqi Email: [e-mail] Offer Website: https://deals.is.kroll.com/aviva

This announcement is released by the Offeror and contains information that qualified or may have qualified as inside information for the purposes of (i) Article 7 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 (UK MAR); and (ii) Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Offers described above. For the purposes of (i) MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055; and (ii) 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. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers.  If any Noteholder is in any doubt as to the contents of this announcement and/or the Tender Offer Memorandum, or is unsure of the impact of the Offers or the action it should take, it is recommended to seek its own financial, legal and other advice, including in respect of any financial, accounting, regulatory, legal and tax consequences, immediately from its broker, bank, solicitor, accountant or other independent financial, tax or legal adviser.  Noteholders should consult with their own advisers as needed to assist them in making an investment decision and to advise them whether they are legally permitted to tender Notes for cash.  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 tender such Notes pursuant to the Offers.

The Dealer Managers are acting exclusively for the Offeror and no one else in connection with the arrangements described in this announcement and the Tender Offer Memorandum and will not be responsible to any Noteholder for providing any protections which would be afforded to clients of the Dealer Managers or for providing advice in relation to the Offers. None of the Offeror, the Dealer Managers or the Tender Agent (or any director, officer, employee, agent, adviser or affiliate of any such person) has made or will make any assessment of the merits and risks of the Offers or of the impact of the Offers on the interests of the Noteholders, either as a class or as individuals, and none of them makes any representation or recommendation whatsoever regarding the Offers, or any recommendation as to whether Noteholders should tender Notes in the Offers. None of the Offeror, the Dealer Managers or the Tender Agent (or any of their respective directors, officers, employees agents or affiliates) is providing Noteholders with any legal, business, tax, investment or other advice in this announcement and/or the Tender Offer Memorandum, and none of the Offeror, the Dealer Managers or the Tender Agent (or any of their respective directors, officers, employees, agents, advisers or affiliates) will have any liability or responsibility in respect thereof.

Offer and Distribution Restrictions

The distribution of this announcement and/or 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. Nothing in this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell Notes (and tenders of Notes in the Offers will not be accepted from any Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and any Dealer Manager or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction (but only to any Noteholder that is a Relevant Noteholder).

Nothing in this announcement and/or the Tender Offer Memorandum or the electronic transmission hereof or thereof constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction. No action has been or will be taken in any jurisdiction in relation to the New Notes that would permit a public offering of securities. The minimum denomination of the New Notes will be €100,000.

In addition to the representations referred to below in respect of the United States, each Noteholder participating in the Offers will also be deemed to give certain representations in respect of the other jurisdictions referred to below and generally as set out in "Procedures for Participating in the Offers" in the Tender Offer Memorandum.  Any tender of Notes for purchase pursuant to the Offers from a Noteholder that is unable to make these representations will not be accepted.  Each of the Offeror, each Dealer Manager and the Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offers, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender shall not be accepted.

United States

The Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States.  This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication.  The Notes may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States.  Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States.  Any purported tender of Notes in any of the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Neither this announcement nor the Tender Offer Memorandum is an offer of securities for sale in the United States or to U.S. persons (as defined in Regulation S under the Securities Act (each a U.S. Person)). Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act.  The New 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 may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons.

Each Noteholder participating in an Offer will represent that it is not located in the United States and is not participating in such Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States. For the purposes of this and the above two paragraphs, United States means 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 and the District of Columbia.

Italy

None of the Offers, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Each Offer is being carried out in the Republic of Italy (Italy) as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Noteholders or beneficial owners of the Notes that are located in Italy can tender some or all of their Notes for purchase in the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes and/or the Offers.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000.  Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom.  The communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France

The Offers are not being made, directly or indirectly, to the public in the Republic of France (France).  This announcement, the Tender Offer Memorandum and any other document or material relating to the Offers may be distributed in France only to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of Regulation (EU) No. 2017/1129. None of this announcement, the Tender Offer Memorandum or any other such document or material has been or will be submitted for clearance to, nor approved by, the Autorité des marchés financiers.

Belgium

The Offers are not being made, and will not be made or advertised, directly or indirectly, to any individual in Belgium qualifying as a consumer within the meaning of Article I.1 of the Belgian Code of Economic Law, as amended from time to time (a Belgian Consumer) and this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers have not been and shall not be distributed, directly or indirectly, in Belgium to Belgian Consumers.

None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers has been notified or submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor financiële diensten en markten / Autorité des services marchés financiers) and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and none of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. Insofar as Belgium is concerned, this announcement and the Tender Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in this announcement and the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

 

END