Aviva PLC — Capital/Financing Update 2012

May 2, 2012

Prospectus 2 May 2012

Financial Services Authority
UK Listing Authority
Document approved
Date: 25 May 2012
Signed: 1
Signed: 2

AVIVA

AVIVA plc

(incorporated in England with limited liability, registered number 2468686)

US$650,000,000 8.25 per cent. Fixed Rate Tier 1 Notes

issued pursuant to the £5,000,000,000 Euro Note Programme

This document (including all documents which are deemed to be incorporated herein by reference) constitutes a prospectus (the “Prospectus”) in respect of the US$650,000,000 8.25 per cent. Fixed Rate Tier 1 Notes (the “Tier 1 Notes”) to be issued by Aviva plc (the “Issuer”) for the purposes of Article 5 of Directive 2003/71/EC (the “Prospectus Directive”) and the relevant implementing measures in the United Kingdom.

This Prospectus has been approved by the United Kingdom Financial Services Authority (the “FSA”), which is the United Kingdom competent authority under the Financial Services and Markets Act 2000 (in such capacity, the “UK Listing Authority”) and provides information with regard to the Issuer and its subsidiaries (each a “Subsidiary” and, the Issuer together with its Subsidiaries, the “Group”) and the Tier 1 Notes which is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer and the rights attaching to the Tier 1 Notes.

Applications have been made to the UK Listing Authority for the Tier 1 Notes to be admitted to the official list of the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for the Tier 1 Notes to be admitted to trading on the London Stock Exchange’s Regulated Market (the “Market”). The Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and Council on markets in financial instruments.

The Tier 1 Notes will be issued pursuant to the Issuer’s £5,000,000,000 Euro Note Programme (the “Programme”) and will be constituted by a supplemental trust deed dated 2 May 2012 (the “Supplemental Trust Deed”) to the trust deed dated 7 November 2011 relating to the Programme (the “Trust Deed”).

The Tier 1 Notes will initially be represented by a temporary global note (the “Temporary Global Note”), without interest coupons, and will be deposited on or about 3 May 2012 with a common depositary for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). The Temporary Global Note will be exchangeable for interests recorded in the records of Euroclear and Clearstream, Luxembourg in a permanent global note (the “Permanent Global Note”), without interest coupons, on or after a date which is expected to be 12 June 2012 upon certification as to non-US beneficial ownership. The Permanent Global Note will be exchangeable for definitive Tier 1 Notes in bearer form in the denominations of US$200,000 and higher integral multiples of US$1,000 up to and including US$399,000 not less than 60 days following the request of the Issuer or the holder in the limited circumstances set out in it. See “Summary of Provisions relating to the Notes while in Global Form” in the Base Prospectus (as defined herein) which is incorporated by reference into this Prospectus.

The Tier 1 Notes are expected to be assigned a rating of Baal by Moody’s Investors Service Ltd. (“Moody’s”) and BBB+ by Standard & Poor’s Credit Market Services Europe Limited (“S&P”). This Prospectus also contains other credit ratings and financial strength ratings from Moody’s, S&P and A.M. Best Europe Rating Services Limited (“AM Best”). Each of Moody’s, S&P and AM Best is established in the European Union and registered under Regulation 1060/2009/EC of the European Parliament and of the Council of 16 September 2009 on credit rating agencies (as amended). A credit rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

Prospective investors should have regard to the section headed “Risk Factors” on page 11 of this Prospectus for a discussion of factors which may affect the Issuer’s ability to fulfil its obligations in respect of the Tier 1 Notes, factors which are material for the purpose of assessing the rights attaching to the Tier 1 Notes and the market risks associated with the Tier 1 Notes.

The Tier 1 Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”) or with any securities regulatory authority of any State or other jurisdiction of the United States and the Tier 1 Notes are subject to U.S. tax law requirements. Subject to certain exceptions, the Tier 1 Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in the U.S. Internal Revenue Code of 1986, as amended, and regulations thereunder).

Sole Structuring Advisor

HSBC

Joint Lead Managers

Barclays	Citigroup	Goldman Sachs International	HSBC	J.P. Morgan Cazenove
		Co-Manager	DBS Bank Ltd.