Company Announcements

FOR IMMEDIATE RELEASE                                                                                                   21 March 2023

AVIVA PLC ("Aviva" or the "Company")

PUBLICATION OF NOTICE OF 2023 ANNUAL GENERAL MEETING ("AGM"), CIRCULAR RELATING TO A PROPOSED CAPITAL REDUCTION, INCORPORATING A NOTICE OF GENERAL MEETING, AND ANCILLARY DOCUMENTS

Aviva announces that it has today made available to shareholders:

·    the Notice of 2023 AGM;

·    a circular (the "Circular"), incorporating a notice of a general meeting (the "General Meeting"), regarding a proposed reduction in the share premium account and the capital redemption reserve of the Company (the "Capital Reduction"); and

·    forms of proxy for use in connection with the AGM and General Meeting (together the "Forms of Proxy").

Location of the AGM and the General Meeting

The AGM is to be held at 10.30am on Thursday, 4 May 2023 at Norwich City Football Club, Carrow Road, Norwich, NR1 1JE, with facilities to participate electronically. The General Meeting will be held on the same date and at the same location at 1pm, or 30 minutes following the conclusion or adjournment of the AGM, whichever is later.

Background to the proposed Capital Reduction

As part of its stewardship of the Company's financial and capital resources, the Aviva Board continuously monitors and considers opportunities to optimise the structure of the Company's balance sheet. The Board is, therefore, proposing that the Company reduces its share premium account by £1,253,374,072, and reduces its capital redemption reserve by £3,855,245,941, in each case by means of a court-approved capital reduction. This will increase the Company's retained earnings and enlarge the Company's distributable reserves, which can be used for purposes such as dividend distributions and share buybacks, thus providing greater flexibility going forwards.  

Aviva's dividend guidance and buyback programme, announced on 9 March 2023, remain unchanged by the Capital Reduction. The Capital Reduction will not involve a return of capital to shareholders or any reduction in the Company's net assets. Nor is it being undertaken in anticipation of any specific future distribution or return of capital to shareholders. The impact of the Capital Reduction on the Aviva group's consolidated statement of financial position is presentational only and no money will leave the Aviva group as a result. The Capital Reduction will not result in any changes to the number or nominal value of the ordinary or preference shares held by shareholders. 

The Circular includes some questions and answers which have been prepared to help shareholders understand what the Capital Reduction involves.

General Meeting

The Capital Reduction is conditional on, among other things, the shareholders passing the resolutions set out in the Notice of General Meeting as special resolutions (which will require a majority of not less than 75 per cent. of votes cast by shareholders present and voting at the General Meeting (whether personally or via a representative and whether physically or electronically) to be in favour of each resolution), as well as the subsequent confirmation by the Court of the reduction in the share premium account and the capital redemption reserve of the Company.

Timetable for the proposed Capital Reduction

If shareholders approve the proposed Capital Reduction by passing the resolutions set out in the Notice of General Meeting as special resolutions, the Directors intend to start the court process in respect of the confirmation of the Capital Reduction shortly after the General Meeting. It is anticipated that the court hearing to confirm the Capital Reduction will be held on 23 May 2023, with the expected registration date of the court order and effective date of the Capital Reduction being 24 May 2023. Where appropriate, details of changes to the timetable will be notified to shareholders via the Regulatory Information Service of the London Stock Exchange.

Availability of Documentation

The Notice of 2023 AGM and the Circular are available to view on the Company's website at www.aviva.com/agm and copies of the Notice of 2023 AGM, Circular and Forms of Proxy have been submitted to the FCA's National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Printed copies of the Notice of 2023 AGM, the Circular and the Forms of Proxy will be mailed to shareholders, together with the Company's 2022 Annual Report and Accounts, in line with shareholder communication preferences, on 29 March 2023.

A hard copy of the Circular (including the Notice of General Meeting) will be available for inspection at the registered office of the Company, being St Helen's, 1 Undershaft, London, EC3P 3DQ, United Kingdom, during normal business hours on Monday to Friday each week until the time of the General Meeting (UK public holidays excepted), and will be at the place of the General Meeting on the day of the General Meeting from 10.15am until the close of the General Meeting.

Enquiries

If you are a shareholder and have questions on the AGM or the Capital Reduction, please call the Computershare Shareholder Helpline on 0371 495 0105 (or +44 117 378 8361 if calling from outside the UK). The Computershare Shareholder Helpline is available between 8.30am and 5.30pm UK time, Monday to Friday (except UK public holidays). Please note that calls to these numbers may be monitored or recorded. Calls to 0371 495 0105 from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones.

If you are an ADS Holder and have questions regarding your ADS holding, please call the ADS Helpline on 1 877 248 4237 (1 877-CITI-ADR) or +1 781 575 4555 if calling from outside the United States. Lines are open 8.30am to 6pm EST, Monday to Friday (excluding public holidays).

For legal reasons, the Computershare Shareholder Helpline and ADS Helpline will be unable to give advice on the merits of the Capital Reduction or to provide financial, tax or investment advice.

Media:

Andrew Reid                                                                                                     +44 (0)7800 694 276

Sarah Swailes                                                                                                    +44 (0)7800 694 859

Marion Fischer                                                                                                 +44 (0)7800 693 219

Analysts:                                                                                                        

Rupert Taylor Rea                                                                                            +44 (0)7385 494 440

Joel von Sternberg                                                                                           +44 (0)7384 231 238

Michael O'Hara                                                                                                 +44 (0)7837 234 388

Notes to editors:

·    We are the UK's leading Insurance, Wealth & Retirement business and we operate in the UK, Ireland and Canada. We also have international investments in India, China and Singapore.

·    We help our 18.7 million customers make the most out of life, plan for the future, and have the confidence that if things go wrong we'll be there to put it right.

·    We have been taking care of people for 325 years, in line with our purpose of being 'with you today, for a better tomorrow'. In 2022, we paid £23.2 billion in claims and benefits to our customers.

·    Aviva is a market leader in sustainability. In 2021, we announced our plan to become a Net Zero carbon emissions company by 2040, the first major insurance company in the world to do so. This plan means Net Zero carbon emissions from our investments by 2040; setting out a clear pathway to get there with a cut of 25% in the carbon intensity of our investments by 2025 and of 60% by 2030; and Net Zero carbon emissions from our own operations and supply chain by 2030.  Find out more about our climate goals at www.aviva.com/climate-goals and our sustainability ambition and action at www.aviva.com/sustainability.

·    While we are working towards our sustainability ambitions, we acknowledge that we have relationships with businesses and existing assets that may be associated with significant emissions. More information can be found at https://www.aviva.com/sustainability/climate/.

·    Aviva is a Living Wage and Living Hours employer and provides market-leading benefits for our people, including flexible working, paid carers leave and equal parental leave. Find out more at https://www.aviva.com/about-us/our-people/.

·    As at 31 December 2022, total Group assets under management at Aviva Group are £352 billion and our Solvency II shareholder capital surplus is £8.7 billion. Our shares are listed on the London Stock Exchange and we are a member of the FTSE 100 index.

·    For more details on what we do, our business and how we help our customers, visit www.aviva.com/about-us.

·    The Aviva newsroom at www.aviva.com/newsroom includes links to our spokespeople images, podcasts, research reports and our news release archive. Sign up to get the latest news from Aviva by email.

·    You can follow us on:

o  Twitter: www.twitter.com/avivaplc/  

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o  Instagram: www.instagram.com/avivaplc

·    For the latest corporate films from around our business, subscribe to our YouTube channel: www.youtube.com/user/aviva.