Aviva PLC — Board/Management Information 2014

Jul 2, 2014

Company No. 2468686

Aviva plc

Extract of the minutes of a meeting of the EMTN Committee of the Board of Directors of Aviva plc (the "Company") held by conference call at 4.30 p.m. on 24 June 2014

Present: Mark Wilson, Chairman Tom Stoddard, Chief Financial Officer Glvn Barker Michael Hawker

In attendance: Kirsty Cooper Kathryn Baily Simon Rich Susan Sharrock Yates

$14/$ Chairman

IT WAS RESOLVED that Mr Wilson be appointed Chairman of the meeting.

The Chairman noted that a quorum was present. The Chairman further noted that the Committee had been appointed pursuant to a resolution of the Board of Directors of the Company on 18 June 2014.

Each member of the Committee present declared any interest he had in the business of the meeting.

$14/$ 1. Introduction

It was noted that the Company had previously established a £5,000,000,000 Euro Note Programme (the "Programme") pursuant to which the Company may issue both subordinated notes and senior unsecured notes.

Pursuant to resolutions of the Board of Directors dated 18 June 2014, it was noted that (i) the Directors had approved the issuance of up to EUR 700 million 10 year Tier 2 hybrid security under the Programme (or its equivalent in another currency) (the "Dated Tier 2 Notes") (the "Issuance"), and (ii) that the present Committee be established to approve the timing of the Issuance, pricing and all documents in relation to the Issuance, in accordance with the Board and Board Committee Terms of Reference, comprising Mark Wilson, Tom Stoddard and Glyn Barker and/or Michael Hawker.

It was noted that the Committee had been constituted with full power and authority of the Board of Directors to approve any subordinated debt issuance under the Programme, including currency, structure, pricing and the appointment of joint lead managers and comanager.

It was noted that HSBC Bank plc ("HSBC"), Barclays Bank PLC, Citigroup Global Markets Limited, Société Générale and The Royal Bank of Scotland plc (collectively, the "Joint Lead Managers") and DBS Bank Limited (the "Co-Manager") had been appointed as managers and that HSBC had been appointed as sole structuring adviser ("Sole Structuring Adviser") in respect of the Issuance.

The Committee noted PricewaterhouseCoopers LLP ("PWC") would be providing a comfort letter in respect of the Issuance. Management would update PWC on any information or proposed changes to information of which PWC should be aware and would be providing a management representation letter to PWC in this regard.

Mr Rich and Mrs Sharrock Yates presented the paper "Project Match: Proposed hybrid capital issuance" to the Committee and updated the Committee on current market conditions. A pricing cap of 4.4% for a 30NC10 structure was proposed and it was requested that final approval of the price be delegated to the Chief Financial Officer.

[Discussion removed for extract]

In addition, it was proposed that each director, Simon Rich, Susan Sharrock Yates, Monica Risam, Kirstine Cooper or Matthew Salter (acting individually or jointly) (the "Approved Signatories") be authorised to sign any document required in order to effect the Issuance and any related documentation which the Approved Signatory, in his or her absolute discretion. may deem necessary or desirable in connection with the Issuance on behalf of the Company in each case following approval of the final commercial terms of the Issuance (the "Final Terms") by the Chief Financial Officer.

It was reported that:

• $(A)$ the purpose of the meeting was to approve the Issuance and to approve the documents to be entered into by the Issuer in connection with the Issuance:
• $(B)$ it is intended that the Dated Tier 2 Notes would satisfy the requirements of the Prudential Regulatory Authority such that the proceeds raised from the Issuance would count towards the internal capital resource requirements under the PRA's General Prudential Sourcebook;
• $(C)$ an application would be made to list the Dated Tier 2 Notes on the Official List of the UKLA and on the regulated market of the London Stock Exchange; and
• $(D)$ it was anticipated that the Issuance would launch on 26 June 2014, subject to market conditions and following roadshows on 25 June 2014, and that the Issuance would close on 3 July 2014.

2. Documents Produced to the Meeting

The latest drafts of the following documents were produced to the meeting:

• $(A)$ the subscription agreement to be entered into between the Company as Issuer and HSBC and others as Joint Lead Managers and Co-Managers (the "Subscription" Agreement") under which the Company appoints the Dealers for the issuance who agree to underwrite the issuance on a joint and several basis, subject to (amongst other things) the indemnification of the Dealers, the satisfaction of various conditions precedent and the making of certain representations by the Company;
• $(B)$ the Auditor's comfort letter to be executed by PWC pursuant to which the auditors confirm to the Dealers that the information given about the financial condition of the Company in the base prospectus dated $17$ April 2014 and the supplemental prospectus expected to be published on or about $24^th$ June 2014 is accurate and not misleading (the "Comfort Letter");
• $(C)$ a management representation letter to be delivered to the Auditor in connection with the Comfort Letter, pursuant to which the management of the Company confirms to the auditor, amongst other things, that the all information contained within the Company's financial statements is true and accurate and that all information has been disclosed; and
• $(D)$ the Final Terms for the Issuance which set out the specific commercial terms of the issuance and identify the terms and conditions in the base prospectus that apply to the issue.

(the documents referred to in paragraphs (A) to (D) above are together referred to as the "Transaction Documents" and each a "Transaction Document").

3. Consideration of the Transaction Documents

Each Committee member present carefully considered the Transaction Documents presented to the meeting. In particular, the attention of the Committee members present was drawn to:

• $(A)$ the terms of the responsibility statement to be made by the Company as Issuer on page two of the Prospectus (the "Responsibility Statement");

• $(B)$ the terms and conditions of the Dated Tier 2 Notes:

• $(C)$ the conditions precedent in the Subscription Agreement; and

• $(D)$ the representations, warranties, undertakings and indemnities on the part of the Issuer contained in the Subscription Agreement.

It was noted that the Prospectus (as supplemented by the Supplemental Prospectus and Final Terms) is required to contain all such information as is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the Company and the rights attaching to the Dated Tier 2 Notes. It was further noted that the Company could incur liability under the Financial Services and Markets Act 2000 (as amended) or under common law if an investor suffered loss as a consequence of a false or misleading statement, and the directors could incur criminal liability under the Financial Services Act 2012 for dishonestly or recklessly making false or misleading statements.

4. Resolutions

After careful consideration, IT WAS RESOLVED that:

• $(A)$ the Issuance was to the corporate benefit of the Company and was likely to promote the success of the Company and be and is hereby approved;
• the pricing of the Issuance be set at up to 4.4% for a 30NC10 year Tier 2 hybrid $(B)$ security, although approval for the final pricing be hereby sub-delegated to the Chief Financial Officer:
• the Management of the Company be authorised to launch the Issuance on 26 June $(C)$ 2014:
• $(D)$ the terms of, and the transactions contemplated by, the Transaction Documents, in the respective forms produced or circulated, be and are hereby approved (subject to any amendments which may be approved in the manner specified in sub-clause (J) below);
• $(E)$ the Company shall enter into, execute and deliver each of the Transaction Documents to which it is a party (subject to any amendments which may be approved in the manner specified in sub-paragraph (J) below) and shall perform its obligations under the Documents to which it is a party and the Dated Tier 2 Notes;
• the appointment of HSBC as the Sole Structuring Advisor in connection with the $(F)$ Issuance be and is hereby approved;
• the appointment of the Joint Lead Managers and Co-Manager as joint lead managers $(G)$ or co-manager (as applicable) in connection with the Issuance be and is hereby approved;
• $(H)$ applications for the listing of the Dated Tier 2 Notes on the Official List of the UK Listing Authority and on the regulated market of the London Stock Exchange be and are hereby approved and a Regulatory News Service announcement on the London Stock Exchange be made to make the issuance of the Dated Tier 2 Notes under the Programme known to the public;
• the Chief Financial Officer be and is hereby authorised to exercise all powers $(1)$ conferred on the Board to negotiate and agree the Final Terms and any other matter which the Chief Financial Officer considers in his absolute discretion, to be necessary or desirable in connection with the negotiation and agreement of the final terms and pricing of the Issuance (such approval, where applicable, to be conclusively deemed to have been given by the execution on behalf of the Company of the Final Terms by an Authorised Person in the manner specified in sub-clause (J) below);
• $(J)$ each Director of the Company and each Approved Signatory (each an "Authorised Person"), acting individually or jointly, be and is hereby authorised to exercise all powers conferred on the Board in relation to the Issuance including, without limitation, to:
• approve the terms of (including any amendments to) the Transaction $\mathbf{a}$

Documents (save for the Final Terms, which shall be approved in accordance with sub-clause (I) above) and the terms or form of any other documents necessary or desirable in connection with the Issuance (such approval, where applicable, to be conclusively deemed to have been given by the execution or initialling on behalf of the Company of any such documents);

• sign on behalf of the Company each of the Transaction Documents to which b. the Company is party, save for any document entered into in connection with the Issuance which is to be executed as a deed, which shall be executed and delivered as a deed for and on behalf of the Company by any two directors of the Company or any one director of the Company and the Group's company secretary or any one director in the presence of a witness; and
• do any and all other things and otherwise as any Authorised Person may C. consider to be necessary or desirable in connection with the Issuance and the related transactions including, without limitation, to approve and sign on behalf of the Company any and all documents (including any notices or certifications) necessary or desirable in connection with the Issuance, the execution and delivery of the Transaction Documents to which it is a party, the above mentioned transactions and the listing of the Dated Tier 2 Notes on the Official List of the UK Listing Authority and on the regulated market of the London Stock Exchange and/or any other exchange as may be considered appropriate by any Authorised Person;
• $(K)$ the attendance on, and participation in, the due diligence call on 24 June 2014 by each of Annabel Barker and David Rogers be hereby approved and ratified, and their attendance on, and participation in, the "bring down" due diligence call expected to take place on or about 2 July 2014 be hereby approved; and
• any and all actions of the Company, or of any director or officer or Authorised Person $(L)$ taken in connection with the actions contemplated by the foregoing resolutions prior to the execution hereof be and are hereby ratified, confirmed, approved and adopted in all respects as fully as if such actions had been presented for approval and approved by all the directors prior to such actions being taken.

Certified as a true extract of the original

Kirstine Cooper Company Secretary

Company No. 2468686

Aviva plc (the "Company")

Extract of the minutes of a meeting of the Board of Directors of Aviva plc (the "Company") held at Lucknam Park, Colerne, Chippenham, Wiltshire SN14 8AZ at 1.30 p.m. on 18 June 2014

$14/$ Call and Pre-financing of November 2014 Direct Capital Instrument

Mr Stoddard presented the paper "Refinancing the November 2014 Direct Capital Instrument" and reported that the Euro 700m Tier 1 Direct Capital Instrument ("DCI") would reach its call date on 28 November 2014. He recommended that the DCI be called at that time or tendered prior to the call date. If not called the fixed coupon of 4.7291% would switch to a floating rate of 3 month Euribor plus 1.77%, equivalent currently to 2.1%.

Mr Stoddard further proposed that the call on the DCI be pre-financed by issuing Euro 700m of 10 year Tier 2 hybrid securities under the Euro Medium Term Note Programme ("Issue") and explained the rationale for this. It was proposed that the issue be completed in late June due to favourable market conditions.

[Discussion removed for extract]

After due consideration it was resolved that:

• The DCI be called at the call date or tendered earlier if pricing is favourable:
• The issue of a new Euro 700 million 10 year Tier 2 hybrid security under the Euro Medium Term Note Programme ("Issue") is approved in principle; and
• A Committee of the Board comprising the Group Chief Executive Officer, Chief Financial Officer and the Chairman of the Audit Committee and/or the Chairman of the Risk Committee be established with the full power and authority of the Board to (and authority to sub-delegate such powers and authority):
• o Decide whether to call the DCI at the call date on 28 November 2014 or repurchase at an earlier date;
• o Approve all documents and other matters relating to the DCI call or earlier repurchase and to execute on behalf of the Company of all documents relating to the DCI call or earlier repurchase whether such documents are to be executed under hand or otherwise;
• o Approve the terms of the Issue and all documents and other matters relating to the Issue, including pricing, and to execute on behalf of the Company all documents relating to the Issue;
• Take all such action as may be necessary in connection with the listing of the $\Omega$ Issue on the Official List of the UK Listing Authority and the admission to trading on the regulated market of the London Stock Exchange and/or any other exchange as may be considered appropriate by the Committee of any member of the Committee; and
• Take all such other action as may be considered by the Committee or any $\Omega$ member of the Committee to be necessary or desirable in connection with the Issue, including, without limitation, (i) obtaining requisite approvals of the FCA and PRA and (ii) the obtaining of the desired ratings for the Notes by the relevant rating agencies.

Certified as a true extract of the original

Kirstine Cooper Company Secretary