NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

2 March 2022

Aviva plc

Proposed return of capital to shareholders

Aviva plc ("Aviva" or the "Company") is pleased to announce today a proposed return of capital of £3.75 billion to the holders of its ordinary shares (the "Shareholders") by way of a B share scheme (www.aviva.com/return-of-capital). This is in addition to the £1 billion share buy-back which is underway. Holders of the Company's American depositary shares ("ADSs") will also be entitled to participate in the return under the B share scheme. A shareholder circular in respect of the proposed return of capital is expected to be published on or around 4 April 2022, with a general meeting of the Shareholders to approve the proposed return of capital expected to be held on 9 May 2022 (the same date as the Company's annual general meeting).

Proposed return of capital and share consolidation

£3.75 billion will be returned to Shareholders by way of a B share scheme, involving the bonus issue of one new B share for each ordinary share held at the Record Time (as defined below) to Shareholders which the Company will subsequently redeem for cash. The estimated proceeds equate to approximately 100 pence per existing ordinary share in the Company at the Record Time (subject to change, with full details of the B share scheme including mechanics, eligibility, consolidation ratio and proceeds to be set out in a shareholder circular, which will be made available on or around 4 April 2022).

To maintain comparability between the market price for Aviva ordinary shares and ADSs before and after the implementation of the B share scheme, it is proposed that the B share scheme will be accompanied by a share consolidation (and an equivalent consolidation of the ADSs) (the "Share Consolidation").

As an illustrative example, following the capital return and Share Consolidation, a Shareholder with a holding of 100 ordinary shares at the Record Time would receive cash of £100 via the B share scheme, and would have a remaining holding in Aviva of 75 shares.

The illustrative share consolidation referenced in this announcement refers to a ratio of 75 for 100. This is an illustrative example only based upon the average market capitalisation of the Company over the last five trading days in February 2022, adjusted for the 2021 final dividend. The actual consolidation ratio to be applied is expected to be published on or around 4 April 2022, and may be calculated on a different basis depending on share price volatility, with the directors of the Company retaining absolute discretion to determine the final ratio, including by reference to share price movement after the date of the publication of this announcement, amongst other things. Full details of the B share scheme (including mechanics, eligibility, consolidation ratio and proceeds) will be set out in a shareholder circular, which will be made available on or around 4 April 2022.

The B share scheme remains subject to shareholder approval and customary conditions, including no material deterioration in market conditions or the financial position of Aviva.

The record time for entitlement to B shares and the Share Consolidation is expected to be 6.00 p.m. (London time) on 13 May 2022 in respect of the existing ordinary shares, and 5.00 p.m. (New York City time) on 29 March 2022 in respect of the ADSs (the "Record Time"). It is expected that Shareholders entitled to receive payments in respect of the proceeds of the redemption of the B shares will receive payment on or before 31 May 2022, and that ADS holders entitled to receive payments in respect of the proceeds of the redemption of the B shares will receive payment promptly after 6 June 2022.

Publication of shareholder circular

Full details of the proposed return of capital, including the Share Consolidation, and a notice of general meeting of the Company, will be set out in the shareholder circular which is expected to be published on or around 4 April 2022 (and made available on Aviva's website (www.aviva.com/return-of-capital)) and (where required) posted to Shareholders as soon as practicable thereafter, with the general meeting of the Company to approve the proposed return of capital expected to take place on 9 May 2022.

Amanda Blanc, Group Chief Executive Officer, said:

"Today we are delivering on our promise to make a substantial capital return to shareholders as a result of our successful divestment programme. We will have returned in aggregate £4.75 billion by way of the B share scheme and the share buy-back, generating strong value to our shareholders."

-ends-

Enquiries:

Analysts:

Rupert Taylor Rea                                                                                   +44 (0)7385 494 440

Tegan Gill                                                                                                  +44 (0)7800 691 138

Michael O' Hara                                                                                        +44 (0)7387 234 388

Media:

Andrew Reid                                                                                              +44 (0)7800 694 276

IMPORTANT NOTICES

This announcement has been issued by and is the sole responsibility of Aviva. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities pursuant to this announcement or otherwise.

This announcement has been prepared in accordance with and for the purpose of complying with English law, the EU Regulation No. 596/2014 as onshored into UK law on 31 December 2020 by the European (Withdrawal) Act 2018 and the Listing Rules and Disclosure Guidance and Transparency Rules of the Financial Conduct Authority. The information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales.

The release, publication or distribution of this announcement in, into or from jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own 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 any appropriately authorised independent financial adviser.