NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN, OR AT ANY ADDRESS 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 (THE "UNITED STATES") 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.

13 May 2025

Aviva plc

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

COURT SANCTION IN RESPECT OF THE CANCELLATION OF THE OUTSTANDING £100,000,000 8.375 PER CENT. CUMULATIVE IRREDEEMABLE PREFERENCE SHARES AND THE £100,000,000 8.750 PER CENT. CUMULATIVE IRREDEEMABLE PREFERENCE SHARES ISSUED BY AVIVA PLC

The Issuer announces today that the High Court of Justice in England and Wales has today made an order sanctioning the Cancellation. The last day of dealings in, and for the registration of transfers of, and disablement in CREST of, Preference Shares will be 13 May 2025.

Suspension of the Preference Shares from trading on the Main Market of London Stock Exchange is expected to take place at 07:30 on 14 May 2025. Once suspended, it is not expected that trading in Preference Shares on the Main Market of London Stock Exchange will recommence. The Cancellation Date, being the date on which the Cancellation is expected to take effect by registration at Companies House, is expected to be 14 May 2025.

It is expected that cancellation of the admissions of the Preference Shares to listing on the Official List and to trading on the Main Market of the London Stock Exchange will take effect from 08:00 on 15 May 2025.

TENDER OFFER

As the Court has sanctioned the Cancellation and the final condition has been met, the Issuer will proceed to implement the Cancellation and will not purchase any Preference Shares pursuant to the Tender Offer.

Capitalised terms used but not defined herein have the meanings given to them in the Tender Offer Memorandum.

FURTHER INFORMATION

The Issuer has retained Jefferies International Limited and Lloyds Bank Corporate Markets plc to act as dealer managers in respect of Institutional Investors only for the Tender Offer (the "Dealer Managers"), Computershare Investor Services PLC to act as receiving agent (the "Receiving Agent") and D.F. King Limited as retail information agent (the "Retail Information Agent") for the Tender Offer.

Ordinary shareholders

Ordinary shareholders who have questions regarding this announcement should contact the Computershare on 0371 495 0105 (if calling from within the UK) or +44 117 378 8361 (if calling from outside the UK).

Preference shareholders

Preference shareholders who have questions regarding this announcement should contact aviva.shareholders@aviva.com.

Institutional Investors

Institutional Investors who have questions regarding this announcement should contact the Dealer Managers:

Issuer LEI: YF0Y5B0IB8SM0ZFG9G81

This announcement must be read in conjunction with the Shareholder Circular, the Advisory Vote Circular and the Tender Offer Memorandum. The Shareholder Circular, the Advisory Vote Circular and the Tender Offer Memorandum contain important information for Preference Shareholders and should be read carefully. If any Preference Shareholder is in any doubt as to the contents of the Tender Offer Memorandum or the action they should take, it is recommended that such Preference Shareholder seeks their own financial and/or legal advice, including in respect of any tax consequences, immediately from their broker, solicitor, accountant or other independent financial, tax, legal or accounting adviser.

None of the Issuer, the Offeror, the Dealer Managers, the Receiving Agent, the Retail Information Agent or any of their respective Affiliates (as defined in the Tender Offer Memorandum) makes any recommendation whatsoever regarding the Tender Offer Memorandum or the Tender Offer (including as to whether Preference Shareholders should tender Preference Shares pursuant to the Tender Offer) and none of them has authorised any person to make any such recommendation.

General

This announcement and the Tender Offer Memorandum do not constitute an offer to buy or the solicitation of an offer to sell Preference Shares (and tenders of Preference Shares in the Tender Offer will not be accepted from Preference Shareholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer and the Dealer Managers or any of their affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

In addition to the representations referred to above in respect of the United States, the United Kingdom, France, Germany,  Ireland, Spain, Portugal and Australia each Preference Shareholder participating in the Tender Offer will also give certain representations, acknowledgements, warranties and undertakings and make certain agreements in respect of the jurisdictions referred to above and generally as described in Annex 1 (Agreements, Acknowledgements, Representations, Warranties and Undertakings of Preference Shareholders) to the Tender Offer Memorandum.

Any tender of Preference Shares for purchase pursuant to the Tender Offer from a Preference Shareholder who is unable to make these representations will not be accepted. Each of the Issuer, the Offeror, the Dealer Managers, the Receiving Agent and the Retail Information Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Preference Shares for purchase pursuant to the Tender Offer, whether any such representation given by a Preference Shareholder 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.

This announcement and the Tender Offer Memorandum contain certain forward-looking statements that reflect the Issuer's intent, beliefs or current expectations about the future and can be recognised by the use of words such as "expects," "will,", "anticipate," or words of similar meaning. These forward-looking statements are not guarantees of any future performance and are necessarily estimates reflecting the best judgment of the senior management of the Issuer and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. As a consequence, these forward-looking statements should be considered in light of various important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements, which include, without limitation, the risk factors set forth in this announcement and the Tender Offer Memorandum. The Issuer cannot guarantee that any forward-looking statement will be realised, although they believe they have been prudent in their respective plans and assumptions. Achievement of future results is subject to risks, uncertainties and assumptions that may prove to be inaccurate. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. The Issuer undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances or to reflect the occurrence of unanticipated events, except as required by applicable law.

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