Aviva PLC — Capital/Financing Update 2012

May 2, 2012

FINAL TERMS OF THE TIER 1 NOTES

Final Terms dated 2 May 2012

Aviva plc

Issue of US\$650,000,000 8.25 per cent. Fixed Rate Tier 1 Notes (the "Tier 1 Notes")

under the £5,000,000,000

Euro Note Programme

PART A – CONTRACTUAL TERMS FOR TIER 1 NOTES

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Tier 1 Notes (the "Conditions") set forth in the prospectus dated 2 May 2012 relating to the Tier 1 Notes. References in the Conditions to the "Final Terms" shall be deemed to refer to the final terms set out below.

1	Issuer:		Aviva plc
2	(i)	Series Number:	7
	(ii)	Tranche Number:	1
3	Specified Currency or Currencies:		US dollars (US\$)
4		Aggregate Nominal Amount of Notes admitted to trading:
	(i)	Series:	US\$650,000,000
	(ii)	Tranche:	US\$650,000,000
5		Issue Price:	100 per cent. of the Aggregate Nominal Amount
6	(i)	Specified Denominations:	US\$200,000 and integral multiples of US\$1,000 in excess thereof up to and including US\$399,000. No Notes in definitive form will be issued with a denomination above US\$399,000.
	(ii)	Calculation Amount (Definitive Notes only):	US\$1,000
7	(i)	Issue Date:	3 May 2012
	(ii)	Interest Commencement Date:	Issue Date
8	Interest Basis:		8.25 per cent. Fixed Rate
9	Change of Interest Basis:		Not Applicable
10	Put/Call Options:		Issuer Call – see Condition 6(d)
			No Put Option
11	(i)	Status of the Notes:	Tier 1 Notes
	(ii)	Date of Board and committee of the Board approvals for issuance of Notes obtained:	7 March 2012 and 18 April 2012
12		Method of distribution:	Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13	Fixed Rate Note Provisions:		Applicable
	(i)	Rate(s) of Interest:	8.25 per cent. Fixed Rate per annum payable semi-annually in arrear on the Interest Payment Dates
	(ii)	Interest Payment Date(s):	3 May and 3 November in each year, commencing on 3 November 2012
	(iii)	Fixed Coupon Amount(s):	US\$41.25 per Calculation Amount

(v) Day Count Fraction: 30/360, being the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Issue Date) to (but excluding) the next Interest Payment Date (such number of days being calculated on the basis of a year of 360 days with 12 30-day months) divided by 360 (vi) Determination Dates: Not Applicable (vii) Other terms relating to the method of calculating interest for Fixed Rate Notes: Not Applicable 14 Floating Rate Note Provisions: Not Applicable PROVISIONS RELATING TO REDEMPTION 15 Call Option Applicable (i) Optional Redemption Date(s): 3 November 2017 and each Interest Payment Date thereafter (ii) Optional Redemption Amount(s) of each Note and method, if any, of calculation of such amount(s): US\$1,000 per Calculation Amount (iii) Notice period: As specified in Condition 6(d) 16 Suspension Redemption Price: US\$1,000 per Calculation Amount 17 Tax Redemption Price: US\$1,000 per Calculation Amount 18 Capital Disqualification Call: Applicable 19 Capital Disqualification Redemption Price: US\$1,000 per Calculation Amount 20 Substitution Preference Share Early Redemption Date: The first Optional Redemption Date or such other later date, as specified by the Issuer at the time of the substitution of the Notes with Substituted Preference Shares

(iv) Broken Amount(s): Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

• 21 Form of Notes: Bearer Notes:
• 22 Additional Financial Centre(s) or other special provisions relating to Payment Dates:
• 23 Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature):
• 24 Redenomination, renominalisation and reconventioning provisions:
• 25 Consolidation provisions: Not Applicable
• 26 Other final terms: Not Applicable
• 27 AISM Calculation Agent (if any) appointed on date of issue:

DISTRIBUTION

28 (i) If syndicated, names of Joint Lead Managers: Barclays Bank PLC

Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note

London, New York

Not Applicable

Yes

HSBC Bank plc
5 The North Colonnade
Canary Wharf
London E14 4BB
United Kingdom

Citibank International Plc Citigroup Centre

	Canada Square London E14 5LB United Kingdom
	Goldman Sachs International Peterborough Court 133 Fleet Street London EC4A 2BB United Kingdom
	HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom
	J.P. Morgan Securities Ltd. 125 London Wall London EC2Y 5AJ United Kingdom
(ii) If syndicated, names of Co-Managers:	DBS Bank Ltd. 6 Shenton Way, #35-00 DBS Building Tower One Singapore 068809
(iii) Stabilising Manager(s) (if any):	Not Applicable
29 If non-syndicated, name of Dealer:	Not Applicable
30 Total commission:	An underwriting commission of 1.50 per cent. of the Aggregate Nominal Amount of the Notes payable to the Managers and a placing commission of 0.50 per cent. of US\$607,000,000 payable to certain third parties
31 U.S. Selling Restrictions:	Reg. S Compliance Category 2; TEFRA D
32 Additional selling restrictions:	See section headed "Subscription and Sale" in this Prospectus

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required to list and have admitted to trading the issue of Notes described herein pursuant to the £5,000,000,000 Euro Note Programme of Aviva plc.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of the Issuer:

By: Susan Sharrock-Yates Duly authorised

PART B – OTHER INFORMATION

1 LISTING

	(i)	Listing:	Application has been made for the Tier 1 Notes to be admitted to the official list of the UK Listing Authority Official with effect from the Issue Date
	(ii)	Admission to trading:	Application has been made for the Notes to be admitted to trading on London Stock Exchange's EEA Regulated Market with effect from the Issue Date
		(iii) Estimate of total expenses related to admission to trading:	£5,205
		2 RATINGS
Ratings:			The Notes are expected to be assigned the following ratings:
			Standard & Poor's Credit Market Services Europe Limited ("S&P"): BBB+
			S&P is established in the European Union and registered under Regulation (EC) No 1060/2009
			Moody's Investors Service Ltd. ("Moody's"): Baa1
			Moody's is established in the European Union and registered under Regulation (EC) No 1060/2009
		3 ESTIMATED NET PROCEEDS	US\$637,215,000
	4 YIELD
		Indication of yield:	8.25 per cent.
			The yield is calculated at the Issue Date on the basis of the Issue Price, it is not an indication of future yield.
		5 OPERATIONAL INFORMATION
		ISIN Code:	XS0778476340
		Common Code:	077847634
		Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking société anonyme and the relevant identification number(s):	Not Applicable
		Delivery:	Delivery against payment

Names and addresses of additional Paying Agent(s) (if any):

As set out in the section headed "Terms and Conditions of the Tier 1 Notes" herein