Aviva : Circular and Notice of General Meeting in respect of a proposed reduction of capital

THIS CIRCULAR AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION.

ThisCirculardoesnottakeintoaccounttheinvestmentobjectives,financialsituationorneedsofanyparticularperson. If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, fund manager, solicitor, accountant or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you sell or transfer, or have sold or transferred, all of your Ordinary Shares, Preference Shares or ADSs, please forward this Circular and the accompanying documents (except for any personalised form), as soon as possible, to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or the transferee. If you receive this Circular as a purchaser or transferee from another person, please contact the Registrar for a GM Form of Proxy using the contact details on page 23 of this Circular. If you sell or transfer, or have sold or transferred, part only of your holding of Ordinary Shares, Preference Shares or ADSs, you should retain this Circular and the accompanying documents and consult with the bank, stockbroker or other agent through whom the sale or transfer was effected as to the action you should take. However, neither this Circular nor any accompanying documents should be released, published, distributed, forwarded, transmitted or sent, in whole or in part, in, into or from any jurisdiction in which to do so would constitute a breach of the relevant laws of such jurisdiction.

Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation or may otherwise intend to forward this Circular to any jurisdiction outside the United Kingdom should seek appropriate advice before taking any such action. The distribution of this Circular and any accompanying documents into jurisdictions other than the United Kingdom may be restricted by law. Any person not in the United Kingdom into whose possession this Circular and any accompanying documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This Circular has been prepared for the purposes of complying with the laws of England and Wales and the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this Circular had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales. This Circular is not a prospectus, product disclosure statement or any other form of formal 'disclosure document' for the purposes of the laws of any jurisdiction other than England and Wales, and is not required to, and does not, contain all the information which would be required in a disclosure document under the laws of any such jurisdiction. It has not been and will not be lodged or registered with any regulatory body or agency in any jurisdiction other than the United Kingdom.

Aviva plc

(Incorporated and registered in England and Wales with registered number 02468686)

Proposed Capital Reduction

and

Notice of General Meeting

This Circular should be read as a whole. Your attention is drawn to the letter from George Culmer, the Chair of Aviva plc, which is set out in Part I (Letter from the Chair of Aviva plc) of this Circular and which contains a unanimous recommendation from the Board that you vote in favour of the Resolutions to be proposed at the General Meeting referred to below. The Resolutions will be voted on by taking a poll.

This document is dated 21 March 2023.

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The Capital Reduction is conditional on, among other things, Shareholders passing the Resolutions as special resolutions.

A notice convening a General Meeting of Aviva plc to be held at Norwich City Football Club, Carrow Road, Norwich, NR1 1JE, with facilities to participate electronically, on Thursday, 4 May 2023 at 1pm (or 30 minutes after the 2023 AGM is concluded or adjourned, whichever is later) is set out at the end of this Circular. For reference, the 2023 AGM notice can be found at www.aviva.com/agm.

The Company has made arrangements for Shareholders to attend and participate in the General Meeting both physically at Carrow Road and electronically.

Shareholders planning to attend electronically should refer to pages 18 to 22 of this Circular, where they will find details of the electronic attendance arrangements, including how to vote online and ask questions during the General Meeting using the Lumi system.

We will provide information on our website, www.aviva.com/agm, regarding any changes to the General Meeting arrangements, and we encourage Shareholders to check regularly for updates. We also ask Shareholders to use the tick box on the GM Form of Proxy to confirm if they intend to attend the General Meeting in person at Carrow Road to help us plan appropriately. Unfortunately, guests of Shareholders, other than carers, will not be permitted to attend at Carrow Road.

Whether or not you intend to attend the General Meeting in person (physically or electronically), Ordinary Shareholders, Preference Shareholders and members of the Aviva Share Account are encouraged to take an active part in voting on the Resolutions to be proposed at the General Meeting. You can do so in advance of the General Meeting by appointing a proxy and providing a voting instruction electronically or by completing and returning the relevant GM Form of Proxy or Voting Instruction Form by post.

Electronic proxy appointment enables Shareholders to appoint a proxy and provide a voting instruction by electronic means through www.investorcentre.co.uk/eproxy, or, for those who hold their shares in CREST, through the CREST electronic proxy appointment service or, for institutional investors, by appointing a proxy electronically via Proxymity. Further details are set out in the notes to the Notice of General Meeting.

A GM Form of Proxy for use by Ordinary Shareholders and Preference Shareholders, or a Voting Instruction Form for use by the members of the Aviva Share Account, in connection with the Resolutions to be proposed at the General Meeting is enclosed with hard copies of this Circular. The GM Form of Proxy or Voting Instruction Form should be completed in accordance with the instructions provided and returned either using the pre-paid envelope enclosed with hard copies of this Circular, or to the Company's Registrar, Computershare Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ.

Whether you vote electronically or by post, you should complete your instruction as soon as possible but, in any event, so as to be received no later than:

• 1pm on Tuesday, 2 May 2023 for Ordinary Shareholders and Preference Shareholders (or, if the General Meeting is adjourned, 48 hours (excluding any non-Business Days) before the time of the adjourned General Meeting); or
• 1pm on Thursday, 27 April 2023 for members of the Aviva Share Account.

Completion and return of a GM Form of Proxy (or the electronic appointment of a proxy) will not preclude you from attending and voting in person (physically or electronically) at the General Meeting if you wish to do so and are so entitled.

If you are an ADS Holder, please refer to paragraph 10 of Part I (Letter from the Chair of Aviva plc) of this Circular which gives details relevant to you in respect of the General Meeting. However, this should be read in conjunction with this Circular and all other materials provided to you, as they all contain important information.

At the General Meeting, the votes will be taken by poll. The results of the polls will be announced to the London Stock Exchange as soon as practicable and will appear on the Company's website, https://www.aviva.com/investors/aviva-regulatory-announcements/.

No person has been authorised to give any information or make any representations other than those contained in this Circular and, if given or made, such information or representations must not be relied on as having been so authorised. The delivery of this Circular shall not, under any circumstances, create any implication that there has been no change in the affairs of Aviva plc since the publication of this Circular or that the information in it is correct as at any time subsequent to its date.

The contents of this Circular are not to be construed as legal, business or tax advice. Each Shareholder should consult their own legal adviser, financial adviser or tax adviser for legal, financial or tax advice respectively.

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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This Circular should be read in conjunction with the documents distributed by the Company through the Regulatory Information Service of the London Stock Exchange.

This Circular includes statements, and we may make other verbal or written statements, that are, or may be deemed to be, forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "aims", "anticipates", "believes", "could", "estimates", "expects", "future", "goal", "guidance", "intends", "likely", "may", "outlook", "plans", "potential", "projects", "seeks", "should", "target", "trends" and "will", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions.

These forward-looking statements include all matters that are not historical facts. By their nature, all forward-looking statements are subject to assumptions, risks and uncertainties. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in this Circular. Please see the Company's most recent annual report for further details of risks, uncertainties and other factors relevant to the business and its securities.

Subject to the requirements of the Financial Conduct Authority, the London Stock Exchange, the Listing Rules, the Disclosure Guidance and Transparency Rules or any other applicable law or regulation, Aviva explicitly disclaims any obligation or undertaking to revise or update publicly the forward-looking statements in this Circular or any other forward-looking statements we may make. Forward-looking statements in this Circular are current only as of the date on which such statements are made.

PRESENTATION OF FINANCIAL INFORMATION

Percentages may have been rounded and accordingly may not add up to 100 per cent. Certain financial data have also been rounded. As a result of this rounding, the totals of data presented in this Circular may vary slightly from the actual arithmetic totals of such data.

CURRENCIES

Unless otherwise indicated, all references in this Circular to "sterling", "poundssterling", "GBP" and "£" are to the lawful currency of the United Kingdom.

NOTICE FOR ADS HOLDERS

ADS Holders who have questions in connection with their ADS holding should contact the ADS Depositary who maintains the Company's register of ADS Holders using the following means of communication: calling the ADS Helpline on 1 877 248 4237 (1 877-CITI-ADR) or [phone] if calling from outside the US. Lines are open 8:30am to 6pm EST, Monday to Friday (excluding public holidays); or writing to Citibank Shareholder Services, PO Box 43077, Providence, Rhode Island 02940-3077 USA. For legal reasons, the ADS Helpline and Citibank Shareholder Services will be unable to give advice on the merits of the Capital Reduction or to provide financial, tax or investment advice.

DEFINITIONS

Capitalised terms have the meanings given to them in Part III (Definitions) of this Circular. In respect of the terms defined in Part III (Definitions) of this Circular, unless the context otherwise requires, the singular shall include the plural and vice versa and words importing the masculine gender shall include the feminine or neuter gender. Terms defined in the CREST Manual shall, unless the context otherwise requires, bear the same meanings where used in this Circular.

NO PROFIT FORECAST OR ESTIMATES

Unless otherwise stated, no statement in this Circular is intended as a profit forecast or estimate for any period and no statement in this Circular should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Group for the current or future financial years will match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Group.

NO OFFER OR SOLICITATION

This Circular is not a prospectus and does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to purchase, acquire, subscribe for, sell, dispose of or issue, any security.

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Contents

PART I LETTER FROM THE CHAIR OF AVIVA PLC	6
PART II QUESTIONS AND ANSWERS ON THE CAPITAL REDUCTION	10
PART III DEFINITIONS	15
PART IV NOTICE OF GENERAL MEETING	17

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

EVENTS	TIME AND/OR DATE (1)
Publication of the Circular	21 March 2023
Record time and date for ADS Holder entitlement to vote at the	5pm (EST) on 27 March 2023
General Meeting
Posting of the Circular	29 March 2023
Latest time and date for receipt of Voting Instruction Forms for	1pm on 27 April 2023
members of the Aviva Share Account
Latest time and date for receipt of ADS proxy cards	10am (EST) on 27 April 2023
Latest time and date for receipt of GM Forms of Proxy and	1pm on 2 May 2023
CREST Proxy Instructions
Record time and date for Ordinary Shareholder and Preference	5pm on 2 May 2023
Shareholder entitlement to vote at the General Meeting
General Meeting	1pm on 4 May 2023(2)
Expected date of Court hearing to provide directions on the Capital	12 May 2023(3)
Reduction
Expected date of Court hearing to confirm the Capital Reduction	23 May 2023(3)
Expected registration date of Court order and effective date of the	24 May 2023(3)
Capital Reduction

Notes:

1. Unless otherwise stated, references to times in this Circular are to UK time. Future dates are indicative only and may be subject to change. Where appropriate, details of new times and dates will be notified to Shareholders via the Regulatory Information Service of the London Stock Exchange.
2. Or 30 minutes after the 2023 AGM shall have concluded or been adjourned, whichever is later.
3. Conditional on the passing of the Resolutions as special resolutions at the General Meeting.

Computershare Shareholder Helpline

If you are an Ordinary Shareholder or Preference Shareholder and have questions on the Capital Reduction, please call the Computershare Shareholder Helpline on 0371 495 0105 (or [phone] (if calling from outside the UK)) between 8:30am and 5:30pm UK time, Monday to Friday (except UK public holidays). Calls may be recorded and randomly monitored for security and training purposes. For legal reasons, the Computershare Shareholder Helpline will be unable to give advice on the merits of the Capital Reduction or to provide financial, tax or investment advice.

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