Aviva PLC — Capital/Financing Update 2015

Dec 4, 2015

SUPPLEMENT DATED 4 DECEMBER 2015 TO THE PROSPECTUS DATED 1 MAY 2015

Aviva plc

Incorporated in England with limited liability (Registered number 2468686)

£5,000,000,000

Euro Note Programme

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This Supplement (the "Supplement", which definition shall also include all information incorporated by reference herein) to the base prospectus dated 1 May 2015, as supplemented by the supplementary prospectuses dated 8 May 2015 and 20 May 2015 and as supplemented on the date hereof (the "Prospectus") (which comprises a base prospectus for the purpose of Article 5.4 of Directive 2003/71/EC, as amended (which includes the amendments made by Directive 2010/73/EU, as amended (the "Prospectus Directive")), 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"). 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 as a supplement to the Prospectus by the United Kingdom Financial Conduct Authority (the "FCA"), which is the United Kingdom competent authority for the purposes of the Prospectus Directive and relevant implementing measures in the United Kingdom. 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 accepts responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this Supplement is 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:

• 1. incorporate by reference (i) the Half Year Report 2015 (as defined below) other than those sections listed at paragraphs (A) to (AA) of this Supplement, and (ii) the Interim Management Statement (as defined below) other than those sections listed at paragraphs (A) to (I) of this Supplement; and
• 1. update the no significant change statement of the Issuer in the Prospectus.

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 Supplement relates.

1. DOCUMENTS INCORPORATED BY REFERENCE

Half Year Report 2015

On 6 August 2015, the Issuer published its unaudited interim half year report for the six months to 30 June 2015 (the "Half Year Report 2015"). By virtue of this Supplement, the Half Year Report 2015 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 Half Year Report 2015 shall not be deemed to be incorporated in, and shall not be deemed to form part of the Supplement or the Prospectus:

• A. The second bullet "Economic capital surplus⁵ of £10.8 billion (FY14: £8.0 billion), a coverage ratio of 176% (FY14: 178%)", under the heading entitled "Balance Sheet", together with footnote 5 relating thereto, on the first cover page of the Half Year Report 2015.
• B. The words "and expect approval in December." in the third bullet under the heading entitled "Balance Sheet" on the first cover page of the Half Year Report 2015.
• C. The fourth bullet "S&P leverage ratio of 27%⁶ (FY14: 28%). Comfortably within target range." under the heading entitled "Balance Sheet", together with footnote 6 relating thereto, on the first cover page of the Half Year Report 2015.
• D. The estimated economic capital surplus and estimated IGD solvency surplus figures in the table entitled "Capital position", together with footnote 4 relating thereto, on the second cover page of the Half Year Report 2015.
• E. The words "Our economic capital surplus³ is £10.8 billion and coverage ratio has remained broadly constant at 176%." in the first paragraph in the section entitled "Overview" in the Group Chief Executive Officer's report, together with footnote 3 relating thereto, on the third cover page of the Half Year Report 2015.

• F. The first bullet "Economic capital surplus³ £10.8 billion" and the first paragraph "The initial stage of Aviva's turnaround involved improving the capital position of the Group. The HY15 economic capital surplus³ of £10.8 billion (FY14: £8.0 billion) is triple the £3.6 billion surplus reported at the beginning of 2012. Our coverage ratio of 176% has remained broadly constant over the first six months of the year." of the section entitled "Balance Sheet" in the Group Chief Executive Officer's report, together with footnote 3 relating thereto, on the sixth cover page of the Half Year Report 2015.

• G. The words "Our S&P leverage ratio is 27%⁹ , comfortably within our target range." in the second paragraph of the section entitled "Balance Sheet" in the Group Chief Executive Officer's report, together with footnote 9 relating thereto, on the sixth cover page of the Half Year Report 2015.

• H. The words "Our assumptions have so far been validated and we expect material capital synergies to arise in 2016 and 2017." in the third paragraph in the section entitled "Outlook" in the Group Chief Executive Officer's report on the sixth cover page of the Half Year Report 2015.
• I. The words "economic capital surplus¹ is £10.8 billion, our S&P leverage ratio is 27%² , consistent with a double A rating, and" in the first paragraph in the section entitled "Overview" in the Group Chief Financial Officer's report, together with footnotes 1 and 2 relating thereto, on the seventh cover page of the Half Year Report 2015.
• J. The words "The inclusion of Friends Life has initially added an extra £0.3 billion of diversification benefit to our economic capital surplus but we expect the bulk of the capital synergies to arise in 2016 and 2017." in the third paragraph in the section entitled "Overview" in the Group Chief Financial Officer's report on the seventh cover page of the Half Year Report 2015.
• K. The words "Economic capital surplus¹ increased to £10.8 billion, representing a coverage ratio of 176%. Friends Life contributed £3.4 billion towards surplus, while adverse foreign currency movements and model changes have held back further growth." and "with approval expected in December this year." in the first paragraph in the section entitled "Capital and liquidity" in the Group Chief Financial Officer's report, together with footnote 1 relating thereto, on the eighth cover page of the Half Year Report 2015.
• L. The words "At present, none of the modelled stresses of 50bps wider credit spreads, 25bps reduction in risk free rates, 20% reduction in equities or 10% reduction in commercial property values take our economic capital coverage ratio below 170%." in the second paragraph in the section entitled "Capital and liquidity" in the Group Chief Financial Officer's report on the eighth cover page of the Half Year Report 2015.
• M. The words "Our S&P leverage ratio is 27%² (FY14: 28%) and within our target range." in the first paragraph in the section entitled "Leverage" in the Group Chief Financial Officer's report on the eighth cover page of the Half Year Report 2015.
• N. The words "and we remain on track to achieve a £2.2 billion loan balance by the end of 2015." in the first paragraph in the section entitled "Leverage" in the Group Chief Financial Officer's report on the eighth cover page of the Half Year Report 2015.
• O. The estimated economic capital surplus and estimated IGD solvency surplus figures in the table entitled "Capital position", together with footnote 4 relating thereto, on page 2 of the Half Year Report 2015.

• P. The section entitled "Cash" and words "Dividends from the business are expected to be paid in Q4 2015." therein on page 11 of the Half Year Report 2015.

• Q. The words "with the remaining cash remittance expected to be paid in the second half of the year." in the section entitled "Cash" on page 14 of the Half Year Report 2015.

• R. The section entitled "Cash" and words "Dividends from the business are expected to be paid in the second half of the year." therein on page 15 of the Half Year Report 2015.
• S. The section entitled "8.iv European Insurance Groups Directive (IGD)" on page 29 of the Half Year Report 2015.
• T. The section entitled "8.v Economic capital" on page 30 of the Half Year Report 2015.
• U. The words "and is expected to benefit the Group over time through the realisation of significant incremental capital, financial and revenue synergies as well as supporting the Group to secure its position as a leading insurance and savings business." in the second paragraph in the sub-section entitled "(a) Acquisition of Friends Life" in the section entitled "B4 – Subsidiaries" on page 45 of the Half Year Report 2015.
• V. The second paragraph starting "If the acquisition had been effective on 1 January 2015, on a pro-forma basis the Group's net earned premiums and fee and commission income is estimated at £11.0 billion and profit before tax attributable to shareholders is estimated at £791 million…" in the subsection entitled "Profit and Loss" in the section entitled "B4 – Subsidiaries continued" on page 46 of the Half Year Report 2015.
• W. The words "The aggregate impact of the reductions in rate from 20% to 18% would reduce the deferred tax assets and liabilities and increase IFRS net assets by approximately £60 million and will be recognised when the legislation is substantively enacted." in the subsection entitled "(d) Tax reconciliation" in the section entitled "B6 – Tax continued" on page 59 of the Half Year Report 2015.
• X. The words "Any costs associated with future claims are not expected to have a material adverse impact on the Group" in the Section entitled "B20 – Contingent liabilities and other risk factors" on page 80 of the Half Year Report 2015.
• Y. The sub-section entitled "(a) Regulatory capital Group: European Insurance Groups Directive (IGD)" of the section entitled "C2 – Regulatory capital" on page 88 of the Half Year Report 2015.
• Z. The sub-section entitled "(b) Regulatory capital UK Life with-profits funds" of the section entitled "C2 – Regulatory capital" on page 89 of the Half Year Report 2015.
• AA. The words "and is expected to benefit the Group over time through the realisation of significant incremental capital, financial and revenue synergies as well as supporting the Group to secure its position as a leading insurance and savings business." in the first paragraph in the sub-section entitled "(c) Acquisition of Friends Life" in the section entitled "F1 – Basis of preparation continued" on page 121 of the Half Year Report 2015.

Interim Management Statement

On 29 October 2015, the Issuer published its unaudited interim management statement for the nine months to 30 September 2015 (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 words "We expect this growth to continue" under the heading entitled "Mark Wilson, Group Chief Executive Officer, said:" on page 1 of the Interim Management Statement.
• B. The second bullet "Resilient capital position throughout recent market volatility with an economic capital surplus³ of £10.1 billion (HY15: £10.8 billion), a coverage ratio of 172% (HY15: 176%) performing in line with our published sensitivities" under the heading entitled "Balance Sheet", together with footnote 3 relating thereto, on page 1 of the Interim Management Statement.
• C. The words "(HY15: 27%⁴ )" under the heading entitled "Balance Sheet", together with footnote 4 relating thereto, on page 1 of the Interim Management Statement.
• D. The estimated economic capital surplus and estimated IGD solvency surplus figures in the table entitled "Capital position", together with footnote 4 relating thereto, on page 2 of the Interim Management Statement.
• E. The words "Our economic capital has remained resilient at 172% despite significant market volatility in the third quarter, with our capital sensitivities proving accurate. We expect a positive outcome to our Solvency II internal model application, due to be announced in December this year." in the second paragraph in the section entitled "Overview" in the Group Chief Executive Officer's report on page 3 of the Interim Management Statement.
• F. The words "Overall capital synergies from the acquisition are expected to be material." in the first paragraph in the section entitled "Friends Life Integration" in the Group Chief Executive Officer's report on page 3 of the Interim Management Statement.
• G. The first bullet "Economic capital surplus³ £10.1 billion" and the first paragraph "Aviva's balance sheet remains strong with a 3Q15 economic capital surplus³ of £10.1 billion (HY15: £10.8 billion). Our coverage ratio of 172% has been resilient during the volatile investment markets seen in the third quarter and has performed as expected and in line with published sensitivities." of the section entitled "Balance Sheet" in the Group Chief Executive Officer's report, together with footnote 3 relating thereto, on page 4 of the Interim Management Statement.
• H. The words "The transaction produces an economic capital benefit of c.£0.1 billion and will lead to a one-off IFRS loss before tax of c.£56 million. There will be an on-going reduction in investment income, estimated at c.£10 million per annum, as a result of transferring assets to settle the reinsurance premium." in the third paragraph of the section entitled "Balance Sheet" in the Group Chief Executive Officer's report on page 4 of the Interim Management Statement.

I. The words "We expect to obtain approval for our internal model in December 2015 and whilst we are in the process of finalising the remaining issues, we are comfortable with our level of capital and satisfied that it will be within our expected Solvency II range." in the first paragraph of the section entitled "Solvency II" in the Group Chief Executive Officer's report on page 4 of the Interim Management Statement.

2. GENERAL INFORMATION

The no significant change statement of the Issuer at page 147 of the Prospectus is updated as set out below:

There has been no significant change in the financial or trading position of the Issuer or of the Group since 30 September 2015, being the date to which the Issuer's last published interim financial information (as set out in the Interim Management Statement) was prepared.

3. 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 or are otherwise available for viewing free of charge on the website of the Regulatory News Service operated by the London Stock Exchange at www.londonstockexchange.com/exchange/news/market- news/marketnews-homes.html.

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.

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.

THIS SUPPLEMENT IS DATED 4 DECEMBER 2015