Aviva PLC — Capital/Financing Update 2011

May 17, 2011

SUPPLEMENT DATED 17 MAY 2011 TO THE PROSPECTUS DATED 29 OCTOBER 2010

AVIVA

Aviva plc

Incorporated in England with limited liability (Registered number 2468686)

£5,000,000,000

Euro Note Programme

This Supplement (the "Supplement", which definition shall also include all information incorporated by reference herein) to the base prospectus dated 29 October 2010 (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 Section 87G of the Financial Services and Markets Act 2000 ("FSMA") and is prepared in connection with the Euro Note Programme (the "Programme") established by Aviva plc (the "Issuer"). Senior Notes issued under the Programme will be guaranteed by Aviva International Insurance Limited (the "Guarantor"). Terms defined in the Prospectus have the same meaning when used in this Supplement.

This Supplement 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 Supplement has been approved by the United Kingdom Financial Services Authority (the "FSA"), which is the United Kingdom competent authority for the purposes of Directive 2003/71/EC (the "Prospectus Directive") and relevant implementing measures in the United Kingdom, as a supplement to the Prospectus. The Prospectus constitutes a base prospectus prepared in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom for the purpose of giving information with regard to the issue of Notes under the Programme.

The Issuer and the Guarantor accept responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuer and the Guarantor (having taken all reasonable care to ensure that such is the case), the information contained in this Supplement is

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in accordance with the facts and does not omit anything likely to affect the import of such information.

The purpose of this Supplement is to incorporate by reference the Interim Management Statement (as defined below) other than those sections listed at paragraphs (A) to (O) of this Supplement.

1. DOCUMENTS INCORPORATED BY REFERENCE

On 17 May 2011, the Issuer published its unaudited interim management statement for the three months to 31 March 2011 (the "Interim Management Statement"). By virtue of this Supplement the Interim Management Statement is hereby incorporated in and forms part of this Supplement, and is thereby incorporated in and forms part of the Prospectus, except that the following statements in the Interim Management Statement shall not be deemed to be incorporated in, and shall not be deemed to form part of the Supplement or the Prospectus:

A. The last paragraph under the heading entitled "Andrew Moss, group chief executive commented:" under the section entitled "Strong progress continues with a good start to 2011".

B. The words "IGD solvency surplus on a pro forma basis" and the figures relating thereto under the heading entitled "Capital position" under the section entitled "Strong progress continues with a good start to 2011".

C. The last paragraph under the heading "Good operational performance..." under the section entitled "Group chief executive's review" on page 1 of the Interim Management Statement.

D. The first paragraph under the heading entitled "Building a great franchise" under the section entitled "Group chief executive's review" on page 1 of the Interim Management Statement.

E. The second paragraph under the heading entitled "Robust balance sheet" under the section entitled "Group chief executive's review" on page 1 of the Interim Management Statement.

F. All paragraphs under the heading entitled "Outlook" under the section entitled "Group chief executive's review" on page 1 of the Interim Management Statement.

G. The last sentence of the fourth paragraph under the sub-heading entitled "Life: strong underlying life and pensions sales growth" under the section entitled "Regional performance" on page 2 of the Interim Management Statement.

H. The second sentence of the sixth paragraph under the sub-heading entitled "Life: strong underlying life and pensions sales growth" under the section entitled "Regional performance" on page 2 of the Interim Management Statement.

I. The second sentence of the seventh paragraph under the sub-heading entitled "Life: strong underlying life and pensions sales growth" under the section entitled "Regional performance" on page 2 of the Interim Management Statement.

J. The second paragraph under the sub-heading entitled "Well-placed for growth opportunity" under the section entitled "Regional performance" on page 3 of the Interim Management Statement.

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K. The first sentence under the sub-heading entitled "Competitive advantage through our leading bancassurance model" under the section entitled "Regional performance" on page 3 of the Interim Management Statement.

L. The last sentence of the paragraph entitled "Poland" under the sub-heading entitled "Growing in general insurance and health" under the section entitled "Regional performance" on page 3 of the Interim Management Statement.

M. The last sentence of the first paragraph under the heading entitled "North America" under the section entitled "Regional performance" on page 4 of the Interim Management Statement.

N. The last sentence of the paragraph under the sub-heading entitled "Capital generation" under the section entitled "Capital position" on page 6 of the Interim Management Statement.

O. The paragraph under the sub-heading entitled "IGD solvency" under the section entitled "Capital position" on page 6 of the Interim Management Statement.

2. GENERAL

Copies of all documents or information incorporated by reference in this Supplement and the Prospectus can be obtained from the Issuer as described in the Prospectus.

To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Prospectus by this Supplement, and (b) any other statement in or incorporated by reference in the Prospectus prior to the date of this Supplement, 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 Supplement for the purposes of the Prospectus Directive except where such information or other documents are specifically incorporated by reference to this Supplement or where this Supplement is specifically defined as including such information.

Save as disclosed in this Supplement 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.

Investors should be aware of their rights under Section 87Q(4) of FSMA.

No person is authorised to give any information or to make any representation not contained in the Prospectus or this Supplement, 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 Supplement 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.