Prospectus • May 15, 2025
Prospectus
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(incorporated in England with limited liability, registered number 02468686)
This Supplementary Prospectus (the "Supplementary Prospectus", which definition shall also include all information incorporated by reference herein) to the base prospectus dated 17 March 2025 (the "Prospectus", which definition includes the Prospectus as supplemented, amended or updated from time to time and includes all information incorporated by reference therein), constitutes a supplementary prospectus for the purposes of Article 23 of Regulation (EU) 2017/1129 as it forms part of the domestic law of the United Kingdom (the "UK Prospectus Regulation") and is prepared in accordance with the £7,000,000,000 Euro Note Programme (the "Programme") established by Aviva plc (the "Issuer").
Terms defined in the Prospectus have the same meaning when used in this Supplementary Prospectus.
This Supplementary Prospectus is supplemental to, and should be read in conjunction with, the Prospectus issued by the Issuer and all documents which are incorporated herein or therein by reference.
This Supplementary Prospectus has been approved by the United Kingdom Financial Conduct Authority (the "FCA"), which is the competent authority for the purposes of the UK Prospectus Regulation, as a supplementary prospectus to the Prospectus. The Prospectus constitutes a base prospectus in compliance with the UK Prospectus Regulation for the purpose of giving information with regard to the issue of Notes under the Programme.
The Issuer accepts responsibility for the information contained in this Supplementary Prospectus. To the best of the knowledge of the Issuer the information contained in this Supplementary Prospectus is in accordance with the facts and this Supplementary Prospectus makes no omission likely to affect its import.
The purpose of this Supplementary Prospectus is to:
Any non-incorporated parts of a document referred to herein are either deemed not relevant for an investor or are otherwise covered elsewhere in the Prospectus to which this Supplementary Prospectus relates.
On 7 April 2025, the Issuer published its Solvency and Financial Condition Report 2024 for the year ended 31 December 2024 (the "2024 SFCR"). The 2024 SFCR can be found at: https://static.aviva.io/content/dam/avivacorporate/documents/investors/pdfs/regulatoryreturns/2024/31-dec-24-aviva-plc-single-group-wide-sfcr.pdf. By virtue of this Supplementary Prospectus, the 2024 SFCR is hereby incorporated in and forms part of this Supplementary Prospectus (and is thereby incorporated in and forms part of the Prospectus).
On 15 May 2025, the Issuer published its Q1 2025 Trading Update (the "Q1 2025 Trading Update"). The Q1 2025 Trading Update can be found at: https://static.aviva.io/content/dam/avivacorporate/documents/investors/pdfs/results/2025/Aviva-Q1-2025-trading-update.pdf. By virtue of this Supplementary Prospectus, the Q1 2025 Trading Update is hereby incorporated in and forms part of this Supplementary Prospectus (and is thereby incorporated in and forms part of the Prospectus), except that the section of the Q1 2025 Trading Update titled "Confident outlook" (on page 2 of the Q1 2025 Trading Update) shall not be deemed to be incorporated in, and shall not be deemed to form part of, the Supplementary Prospectus or the Prospectus.
The final paragraph of the sub-section of the Prospectus titled "Recent business developments" in the "Description of the Group" on page 181 of the Prospectus be deemed to be updated and replaced by the following two paragraphs:
"Further to the announcement made by the Issuer on 11 March 2025 regarding a parallel cancellation and tender offer transaction of its preference shares, the requisite majority of shareholders have voted to pass the necessary resolutions for the cancellation of the preference shares and the cancellation became effective on 14 May 2025 following court sanction. The cancellation of both the listing of the preference shares on the Official List maintained by the Financial Conduct Authority and the trading of the preference shares on the London Stock Exchange's main market for listed securities took effect from 15 May 2025.
The Issuer's subsidiary, General Accident plc ("GA"), also announced a similar transaction in respect of its preference shares on 11 March 2025. The requisite majority of GA's shareholders voted to pass the necessary resolutions for the cancellation of GA's preference shares and, subject to court order confirming the cancellation and the registration of the court order with the Registrar of Companies, cancellation of the listing and trading of GA's preference shares is expected to take place on 9 June 2025."
In the sub-section of the Prospectus titled "Directors of the Issuer" under "Management of the Issuer" in the "Description of the Group" on page 181 of the Prospectus, the details given for Andrea Blance shall be deemed to be updated as set out below:
| "Andrea Blance | Independent Non-Executive Director | Hargreaves | Lansdown | plc | (Non-Executive |
|---|---|---|---|---|---|
| Chair of the Risk Committee | Director and Risk Committee Chair) | ||||
| Pennon Group plc (Non-Executive Director)" |
Copies of all documents or information incorporated by reference in this Supplementary Prospectus and the Prospectus are available using the hyperlinks above, and can also be obtained from the Issuer as described in the Prospectus or are otherwise available for viewing free of charge on the website of the Regulatory News Service operated by the London Stock Exchange at https://www.londonstockexchange.com/news.
To the extent that there is any inconsistency between (a) any statement in this Supplementary Prospectus or any statement incorporated by reference into the Prospectus by this Supplementary Prospectus, and (b) any other statement in or incorporated by reference in the Prospectus prior to the date of this Supplementary Prospectus, the statements in (a) above will prevail.
If documents which are incorporated by reference themselves incorporate any information or other documents therein, either expressly or implicitly, such information or other documents will not form part of this Supplementary Prospectus for the purposes of the UK Prospectus Regulation except where such information or other documents are specifically incorporated by reference to this Supplementary Prospectus or where this Supplementary Prospectus is specifically defined as including such information.
Save as disclosed in this Supplementary Prospectus and any supplement previously issued by the Issuer, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus since publication of the Prospectus.
No person is authorised to give any information or to make any representation not contained in the Prospectus or this Supplementary Prospectus, and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Issuer or the Dealers. The delivery of the Prospectus and/or this Supplementary Prospectus at any time does not imply that there has been no change in the affairs of the Issuer since the date hereof, or that the information contained in either of them is correct as at any time subsequent to each of their respective dates.
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