THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000, if you are in the United Kingdom, or from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your Ordinary Shares, please forward this document and the accompanying documents as soon as possible to the purchaser or transferee or to the bank, stockbroker or other agent through or to whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation or may otherwise intend to forward this document to any jurisdiction outside the United Kingdom should seek appropriate advice before taking any action.

Morgan Stanley & Co. International plc (“Morgan Stanley”), which is authorised and regulated by the Financial Services Authority, is acting for Aviva plc (“Aviva”) and for no one else in connection with the Partial Disposal and will not be responsible to anyone other than Aviva for providing the protections afforded to customers of Morgan Stanley or for affording advice in relation to the Partial Disposal, the contents of this document or any transaction, arrangement or other matter referred to in this document.

Apart from the responsibilities and liabilities, if any, that may be imposed on Morgan Stanley by the Listing Rules, Morgan Stanley does not accept any responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this document, including its accuracy, completeness or verification or for any other statement made or purported to be made by Aviva, or on Aviva’s behalf, or by Morgan Stanley, or on Morgan Stanley’s behalf, in connection with Aviva, CGU International Holdings B.V.’s (“CGU IH”) shareholding in Delta Lloyd N.V. (“Delta Lloyd”), or the Partial Disposal, and nothing in this document is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Morgan Stanley accordingly disclaims to the fullest extent permitted by law and under the Listing Rules all and any responsibility and liability, whether arising in tort, contract or otherwise, which it might otherwise have in respect of this document and any such statement.

(Incorporated and registered in England and Wales under the Companies Act 1985 with registered number 2468686)

Proposed partial disposal by Aviva plc’s wholly owned subsidiary

CGU International Holdings B.V. of shares in Delta Lloyd N.V.
and
Notice of Extraordinary General Meeting

A notice convening an Extraordinary General Meeting of Aviva to be held at the Barbican Centre, Silk Street, London EC2Y 8DS on Wednesday 4 May 2011 at 12.30 p.m. (or as soon thereafter as Aviva’s annual general meeting convened for 11.00 a.m. on the same day and at the same place shall have concluded or been adjourned) is set out at the end of this document. A Form of Proxy for use at the Extraordinary General Meeting is enclosed for those Ordinary Shareholders who have not elected to receive shareholder communications in electronic form. Whether or not you intend to attend the Extraordinary General Meeting in person, please complete, sign and return the accompanying Form of Proxy in accordance with the instructions printed on it as soon as possible but, in any event, so as to be received by the Registrar no later than 12.30 p.m. on Thursday, 28 April 2011. Alternatively, proxy instructions can be registered electronically through www.aviva.com/egm. If you hold your Ordinary Shares in uncertificated form (i.e. in CREST) you may appoint a proxy by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by the Registrar (under

CREST participant ID RA 19) by no later than 12.30 p.m. on Thursday, 28 April 2011. The time of receipt will be taken to be the time from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

Completion and posting of the Form of Proxy or completing and transmitting a CREST Proxy Instruction will not prevent you from attending and voting in person at the Extraordinary General Meeting if you wish to do so.

If you are an Aviva ADR holder and have any questions about the completion and/or return of your ADR Voting Instruction Card, please call Citibank N.A. during regular business hours, Monday – Friday, 8.30 a.m. through 6.00 p.m. (Eastern Standard Time) toll free within the United States on 1-877-248-4237 (1-877-CITIADR) (or, if you are calling from outside the United States, on 1-781-575-4555). Please note that no advice on the Partial Disposal will be given.

For a discussion of the risks relating to the Partial Disposal, see the discussion of risks and uncertainties set out in Part II (Risk Factors) of this document.

This document should be read as a whole. Your attention is drawn to the letter from Lord Sharman of Redlynch, the Chairman of Aviva, which is set out in Part I (Letter from the Chairman of Aviva) in which the Board of Aviva unanimously recommends that you vote in favour of the resolution to be proposed at the Extraordinary General Meeting referred to below.

No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied on as having been so authorised. The delivery of this document shall not, under any circumstances, create any implication that there has been no change in the affairs of Aviva since the date of this document or that the information in it is correct as of any subsequent time.

This document contains forward-looking statements relating to the Group, the Retained Group, the Delta Lloyd Group and the Partial Disposal. Statements containing the words "intends", "expects" and "outlook" and words of similar meaning are forward-looking. By their nature, all forward-looking statements are subject to assumptions, risks and uncertainties. Although Aviva believes that the expectations reflected in these forward-looking statements are reasonable, there can be no assurance that these expectations will prove to have been correct. Because these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by those forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement. Aviva does not undertake any obligation publicly to update or revise any forward-looking statement as a result of new information, future events or other information, although such forward-looking statements will be publicly updated if required by the Listing Rules, the rules of the London Stock Exchange or by law.

The Delta Lloyd Shares that are the subject of the Partial Disposal have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and such shares will be offered or sold only pursuant to exemptions from, or in transactions not subject to, the registration requirements of the Securities Act including pursuant to the private offering exemption provided by Section 4(2) of the Securities Act and outside the United States in reliance on Regulation S under the Securities Act.

	Page
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	4
PART I LETTER FROM THE CHAIRMAN OF AVIVA	5
PART II RISK FACTORS	13
PART III PRINCIPAL TERMS OF THE PROPOSED PARTIAL DISPOSAL	15
PART IV FINANCIAL INFORMATION RELATING TO THE DELTA LLOYD GROUP	17
PART V UNAUDITED PRO FORMA FINANCIAL INFORMATION RELATING TO THE GROUP	22
PART VI ADDITIONAL INFORMATION	37
PART VII DEFINITIONS	47
NOTICE OF EXTRAORDINARY GENERAL MEETING	51

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

2011

Posting of this Circular
Wednesday 13 April

Latest time and date for receipt of Forms of Proxy for the Extraordinary General Meeting
12.30 p.m. on Thursday 28 April

Extraordinary General Meeting
12.30 p.m. (or as soon thereafter as Aviva’s annual general meeting shall have concluded or been adjourned) on Wednesday 4 May

Expected date of Completion
Friday 6 May

NOTES:

Unless otherwise stated, references to times in this document are to London time.

Future dates are indicative only and are subject to change by Aviva, in which event details of the new times and dates will be notified to the Financial Services Authority and, where appropriate, Ordinary Shareholders.

The Extraordinary General Meeting will take place on the day of Aviva’s 2011 annual general meeting.

PART I

LETTER FROM THE CHAIRMAN OF AVIVA

(Incorporated and registered in England and Wales under the Companies Act 1985 with registered number 2468686)

Directors	Registered Office
Lord Sharman of Redlynch OBE, Chairman	St. Helen’s
Andrew Moss, Group Chief Executive	1 Undershaft
Patrick Regan, Chief Financial Officer	London EC3P 3DQ
Mark Hodges, Chief Executive, Aviva UK
Igal Mayer, Chief Executive, Aviva Europe
Mary Francis CBE, Independent Non-Executive Director
Richard Karl Goeltz, Senior Independent Non-Executive Director
Euleen Goh, Independent Non-Executive Director
Michael Hawker AM, Independent Non-Executive Director
Carole Piwnica, Independent Non-Executive Director
Leslie Van de Walle, Independent Non-Executive Director
Russell Walls, Independent Non-Executive Director
Scott Wheway, Independent Non-Executive Director

13 April 2011

Dear Shareholder,

Proposed partial disposal by Aviva’s wholly owned subsidiary, CGU IH, of shares in Delta Lloyd and Notice of Extraordinary General Meeting

1. Introduction

On 11 April 2011, the Board of Aviva announced that it and its wholly owned subsidiary, CGU IH, had entered into a binding agreement with Morgan Stanley and Goldman Sachs International, as Bookrunners, to solicit and receive offers on behalf of Aviva in respect of 25 million Delta Lloyd Shares held by CGU IH, equivalent to 15.1% of Delta Lloyd’s issued ordinary share capital (excluding treasury shares) and 14.0% of Delta Lloyd’s voting rights. Offers have been received by the Bookrunners in respect of all such Delta Lloyd Shares at an Offer Price of €17.25. The Board believes that the disposal of part of its stake in Delta Lloyd is consistent with the Group’s strategy.

The Partial Disposal constitutes a class 1 transaction under the Listing Rules. As a consequence, completion of the transaction is conditional on the Partial Disposal receiving the approval of Ordinary Shareholders which will be sought at an Extraordinary General Meeting of Aviva. Accordingly, you will find set out at the end of this document a Notice convening an Extraordinary General Meeting to be held at the Barbican Centre, Silk Street, London EC2Y 8DS on 4 May 2011 at 12.30 p.m. (or as soon thereafter as Aviva’s annual general meeting convened for 11.00 a.m. on the same day and at the same place shall have concluded or been adjourned). Ordinary Shareholders will have received a separate notice convening the annual general meeting.

I am writing to you on behalf of the Board to give you details of the Partial Disposal, including the background to and reasons for the Partial Disposal, and to explain why the Board considers the Partial Disposal to be in the best interests of Aviva and shareholders as a whole.

You should read the whole of this document and not rely solely on the summarised financial information contained in this Part I (Letter from the Chairman of Aviva).

2. Background to and reasons for the Partial Disposal

Prior to November 2009, Delta Lloyd’s entire ordinary share capital (and 92% of Delta Lloyd’s voting rights) was owned by CGU IH, a wholly owned subsidiary of Aviva. In November 2009, Aviva completed the successful initial public offering and partial sale of its shareholding in Delta Lloyd on NYSE Euronext Amsterdam, pursuant to which Aviva (through CGU IH) disposed of a 41.1% interest in the share capital of Delta Lloyd. The Delta Lloyd IPO and partial sale raised total gross cash proceeds of £1.0 billion, which provided Aviva with greater financial flexibility to reallocate capital and explore other growth opportunities, as well as enhancing the liquidity of Aviva’s retained stake in Delta Lloyd.

Aviva believes that the Partial Disposal is consistent with the Group’s strategy of prioritising investment in twelve markets, which do not include the Benelux region. Overall, completion of the Partial Disposal will provide Aviva with:

greater financial flexibility, generating cash proceeds of £373 million (net of transactions costs);
a strengthened balance sheet, reflecting the cash proceeds;
reduced exposure to Delta Lloyd’s investment portfolio: had the Partial Disposal and subsequent deconsolidation of Delta Lloyd occurred on 31 December 2010, it would have reduced Aviva’s consolidated IFRS total assets by £57.8 billion from £370.1 billion to £312.3 billion¹, which primarily relates to Delta Lloyd’s loans (including mortgages) and financial investments (including equities, corporate bonds and government bonds);
the opportunity to redeploy capital away from the Benelux region, which is not among the twelve markets prioritised by Aviva for investment in accordance with the strategy described above; and
a continuation of the Group’s structural and portfolio transformation.

The Board of Aviva believes that the Partial Disposal offers a strategic opportunity to realise value for its Ordinary Shareholders as a result of:

receiving gross cash proceeds from the Partial Disposal at a premium of 7.8% to the Delta Lloyd IPO offer price of €16.00;
enhancing the liquidity of its retained stake in Delta Lloyd by broadening the shareholder base and increasing the free float of Delta Lloyd through the placing arranged under the Placing Agreement; and
continuing to share in the risks and rewards of the ownership of Delta Lloyd Shares, including in the expected benefits of the operational improvements programme announced by Delta Lloyd and dividend income received through the significant minority stake retained by Aviva in Delta Lloyd.

As more fully described in paragraph 7.2 of Part VI (Additional information) of this document, Aviva’s rights in relation to the corporate governance arrangements with Delta Lloyd set out in the Strategic Investment Agreement will not change materially as a result of the Partial Disposal. In particular:

Aviva will continue to be able to appoint two members to Delta Lloyd’s Supervisory Board for as long as it holds (directly or indirectly) 35% or more of the voting rights in Delta Lloyd; and
the orderly market arrangements, which govern the way in which Aviva and CGU IH may dispose of Delta Lloyd Shares and which require Delta Lloyd to cooperate in respect of such disposals, only fall away when Aviva holds (directly or indirectly) less than 20% of the voting rights in Delta Lloyd.

¹ As set out in the unaudited pro forma statement of the net assets of the Group prepared on an IFRS basis in part (A) of Part V (Unaudited pro forma financial information relating to the Group) of this document.

Following the Partial Disposal, the Retained Group will continue to hold 40.0% of the voting rights in Delta Lloyd. Accordingly, the degree of control afforded by holding more than 50% of the voting rights in Delta Lloyd will be lost as a result of the Partial Disposal.

In addition, pursuant to Delta Lloyd’s articles of association, certain resolutions, such as those to increase or reduce its share capital, to limit pre-emptive rights, to make amendments to the articles of association or to approve a merger or demerger, may only be passed by a qualified majority, being at least two-thirds of the votes cast in a general meeting in which at least two-thirds of the voting rights in Delta Lloyd is present or represented. Therefore, for as long as the Retained Group continues to hold more than one-third of the voting rights in Delta Lloyd, it will be able to block any of the resolutions for which a qualified majority is required.

3. Summary of the principal terms of the Partial Disposal

Given the requirement for Ordinary Shareholders to approve the Partial Disposal, the sale of the Relevant Delta Lloyd Shares has been structured to defer completion of the sale until Ordinary Shareholder approval has been received at the Extraordinary General Meeting on 4 May 2011. If Ordinary Shareholder approval is received, the sale should complete on 6 May 2011. The Offer Price is not subject to any adjustments at Completion. If Ordinary Shareholder approval has not been obtained by 10 May 2011, the obligation of the Placees procured by the Bookrunners to purchase the Relevant Delta Lloyd Shares will terminate and the Partial Disposal will not be completed.

As at 11 April 2011 (being the latest practicable date prior to the posting of this document), CGU IH held 96,488,795 Delta Lloyd Shares, equivalent to approximately 58.2% of Delta Lloyd’s issued ordinary share capital (excluding treasury shares) and 53.9% of Delta Lloyd’s voting rights. CGU IH has undertaken, pursuant to the Placing Agreement and subject to Aviva obtaining Ordinary Shareholder approval, to accept the Offers in respect of the Relevant Delta Lloyd Shares. As a result, following Completion, Aviva shall retain 71,488,795 Delta Lloyd Shares, equivalent to approximately 43.1% of Delta Lloyd’s issued ordinary share capital (excluding treasury shares) and 40.0% of Delta Lloyd’s voting rights. The Group may also hold Delta Lloyd Shares through its investment funds. Such investment funds exercise the voting rights on those Delta Lloyd Shares independently of Aviva and CGU IH and so are not aggregated with CGU IH’s holding in this document.

As a result of the Partial Disposal, CGU IH expects to receive cash proceeds of £373 million (net of transactions costs). The Offer Price of €17.25 per Relevant Delta Lloyd Share represents:

a discount of 9.1% to the Delta Lloyd share price of €18.99 at 5.35 p.m. (Central European Time) on 11 April 2011, the last closing Delta Lloyd share price and the date and approximate time of the issue of the first announcement made in respect of the Partial Disposal;
a premium of 10.3% to the average daily Delta Lloyd share price over the last 12 months prior to the first announcement on 11 April 2011 made in respect of the Partial Disposal; and
a premium of 7.8% to the Delta Lloyd IPO offer price of €16.00.

Aviva and CGU IH have undertaken in the Placing Agreement not (subject to certain exceptions) to dispose of any further Delta Lloyd Shares to a person outside the Retained Group without the consent of the Bookrunners for a period of 90 days following Completion, subject to certain limited exceptions.

A summary of the principal terms of the Placing Agreement is set out in Part III (Principal Terms of the Proposed Partial Disposal) of this document.

4. Financial effects of the Partial Disposal and use of proceeds

Subject to Ordinary Shareholder approval, the expected cash proceeds of the Partial Disposal, net of costs, will be £373 million, representing 2.9% of Aviva’s market capitalisation as at 11 April 2011, the last practicable date prior to the publication of this document. The cash proceeds will be held on the Retained Group’s balance sheet as cash and cash equivalents, which will enhance the Retained Group’s liquidity and thereby provide greater financial flexibility, and will be used for general corporate purposes.

Your attention is drawn to Part V (Unaudited pro forma financial information relating to the Group) of this document, which, in part (A) (Unaudited pro forma financial information relating to the Group prepared on an IFRS basis), contains an unaudited pro forma statement of the net assets of the Group prepared on an IFRS basis as at 31 December 2010 as if the Partial Disposal had been completed at that date. As illustrated by this pro forma statement prepared on an IFRS basis, had the Partial Disposal occurred on 31 December 2010, the Group’s IFRS equity attributable to the Ordinary Shareholders of Aviva would have been £11.9 billion, equivalent to 422 pence per Ordinary Share.

This represents a reduction of the Group’s IFRS equity attributable to the Ordinary Shareholders of Aviva of 7%. Following the Partial Disposal, the Retained Group will hold less than 50% of the voting rights in Delta Lloyd and will deconsolidate the results of the Delta Lloyd Group. Notwithstanding that Aviva will retain a 42.7% associate interest in Delta Lloyd’s issued ordinary share capital (including treasury shares), deconsolidation results in a pro forma loss on the sale of the Group’s entire 57.6% interest of £336 million, as set out in the unaudited pro forma income statement of the Group prepared on an IFRS basis in part (A) of Part V (Unaudited pro forma financial information relating to the Group) of this document. The remainder of the reduction is due to the deconsolidation of the other reserves in Aviva’s group balance sheet that relate to Delta Lloyd.

As described above, the Partial Disposal will result in the Retained Group no longer consolidating the results of the Delta Lloyd Group. The impact on IFRS equity attributable to the Ordinary Shareholders of Aviva also reflects the addition of the retained 42.7% Delta Lloyd stake at market value plus net cash proceeds received from the Partial Disposal.

Furthermore, had the Partial Disposal and subsequent deconsolidation of Delta Lloyd occurred at 31 December 2010, it would have: reduced Aviva’s consolidated IFRS total assets by £57.8 billion from £370.1 billion to £312.3 billion², which primarily relates to Delta Lloyd’s loans (including mortgages) and financial investments (including equities, corporate bonds and government bonds); and reduced the Group’s exposure to Delta Lloyd’s investment portfolio.

Part (C) (Unaudited pro forma financial information relating to the Group prepared on a MCEV basis) of Part V contains an unaudited pro forma statement of the net assets of the Group prepared on a MCEV basis as at 31 December 2010 as if the Partial Disposal had been completed at that date. As illustrated by this pro forma statement prepared on a MCEV basis, had the Partial Disposal occurred on 31 December 2010, the Group’s MCEV equity attributable to the Ordinary Shareholders of Aviva would have been £15.2 billion, equivalent to 538 pence per Ordinary Share. This represents a reduction of the Group’s MCEV equity attributable to the Ordinary Shareholders of Aviva of 0.7%.

Had the Partial Disposal occurred at 31 December 2010, Aviva expects the Group’s IGD Surplus would have marginally improved as net cash proceeds from the Partial Disposal exceed the IGD Surplus contributed by the disposed stake in Delta Lloyd³.

Had the Partial Disposal been effected at the start of the financial year ended on 31 December 2010, the Partial Disposal would have had a neutral impact on Aviva’s net Operational Capital Generation.

For accounting purposes, Aviva’s retained shareholding in Delta Lloyd will be held on Aviva’s balance sheet as an associate. Hence Aviva will continue to share in the risks and rewards of holding Delta Lloyd Shares, including the expected benefits of the operational improvements programme announced by Delta Lloyd, and dividend income received through the significant stake in Delta Lloyd retained by Aviva.

² As set out in the unaudited pro forma statement of the net assets of the Group prepared on an IFRS basis in part (A) of Part V (Unaudited pro forma financial information relating to the Group) of this document.

³ An insurance group’s IGD Surplus is calculated as the excess of the aggregate IGD Capital Resources of each regulated subsidiary and associate in that insurance group over their aggregate minimum IGD Capital Resources requirements. An insurance group must always have a positive IGD Surplus. It is calculated on an aggregate basis to determine the overall IGD solvency of an insurance group.

Part (A) (Unaudited pro forma financial information relating to the Group prepared on an IFRS basis) of Part V of this document contains an unaudited pro forma income statement of the Group and an unaudited pro forma reconciliation of the Group's operating profit before tax to profit for the year, each for the year ended 31 December 2010 and prepared on an IFRS basis as if the Partial Disposal had been completed at the start of the financial year ended on 31 December 2010. In the year ended 31 December 2010, Delta Lloyd contributed £536 million to the Group's IFRS operating profit⁴. As illustrated by the pro forma reconciliation of the Group's operating profit before tax to profit for the year, this would have been reduced by 12.8% to £2,224 million had the Partial Disposal been completed at the beginning of that financial period, reflecting the deconsolidation of 100% of Delta Lloyd's IFRS operating profit and the inclusion of Aviva's retained interest in Delta Lloyd shown as income from an associate. This retained interest will be separately disclosed in the Retained Group's IFRS operating profit.

As illustrated by note 5 to the pro forma reconciliation of the Group's operating profit before tax to profit for the year in part (A) of Part V (Unaudited pro forma financial information relating to the Group) of this document, in the year ended 31 December 2010 the Group had IFRS operating earnings per Ordinary Share of 55.1 pence per Ordinary Share. Had the Partial Disposal been effected at the start of that financial period, the Group's IFRS operating earnings per Ordinary Share would have reduced by 4% to 53.1 pence per Ordinary Share.

5. Information on Delta Lloyd

The Delta Lloyd Group is a financial services provider offering life insurance, general insurance, asset management and banking products and services. As set out in Part IV (Financial information relating to the Delta Lloyd Group) of this document, the Delta Lloyd Group contributed to the Group:

IFRS operating profit of £536 million in 2010; and
IFRS profit before tax of £895 million in 2010,

and, as at 31 December 2010, IFRS net assets of £4.3 billion and MCEV net assets of £3.1 billion.

Delta Lloyd's target markets are the Netherlands and Belgium. The Delta Lloyd Group operates primarily under the brand names of Delta Lloyd, OHRA and ABN AMRO Insurance in the Netherlands, and under the Delta Lloyd name in Belgium.

S&P is the principal rating agency that provides a credit rating for members of the Delta Lloyd Group. Delta Lloyd has a S&P long-term counterparty credit rating of 'A-', and its main operating subsidiaries, Delta Lloyd Levensverzekering N.V. and Delta Lloyd Schadeverzekering N.V., have ratings of 'A+'. Under S&P's methodology, these ratings benefit from one notch of implied support from the Group.

Since the size of Aviva's shareholding in Delta Lloyd will be reduced as a result of the Partial Disposal, S&P may review the ratings of the Delta Lloyd Group.

A more detailed summary of Delta Lloyd's financial information is set out in Part IV (Financial information relating to the Delta Lloyd Group) of this document.

6. Board, management and employees

Aviva does not anticipate that any changes will be made to the Board of Aviva as a result of the Partial Disposal. The business of the Delta Lloyd Group has, for many years, been run on a basis largely independent of the business of the rest of the Group. Accordingly, there are no individuals key to the operation of the business of the Retained Group who are employed by the Delta Lloyd Group.

The key individuals important to the business of the Delta Lloyd Group are the members of its Executive Board, being Niek Hoek (the Executive Board's chairman), Paul Medendorp, Emiel Roozen and Onno Verstegen.

⁴ £536 million was Delta Lloyd's contribution to regional operating profit before group debt costs and other interest.

Trend information

7.1 Current trading

2010 was a successful year for Aviva. The Group’s business grew and the benefits of its transformation over recent years have also started to come through. As set out in Aviva’s 2010 Annual Report and Accounts:

the Group’s IFRS operating profit grew by 26% to £2.55 billion;
the Group delivered a life new business IRR of 12.5% and a general insurance COR of 96.8%; and
the Group exceeded its target for capital generation, increasing net Operational Capital Generated to £1.7 billion.

The Group continues to focus on profitability and capital, managing its new business flows in a disciplined way, and driving further value from its existing operations. The Group expects operating profitability for the period from 31 December 2010 to 31 March 2011 (“Q1 2011”) to be in line with its expectations.

In Q1 2011, the Group expects life and pensions new business volumes to be in line with those in the fourth quarter of 2010, and approximately 10% to 15% lower than in the first quarter of 2010. This has primarily been driven by the Group’s management actions both in the United States, where the Group continues to focus on developing the profitability of the business, and in Italy, where the Group saw very strong new business volumes in the first quarter of 2010 which will not be matched in Q1 2011. At the same time, the Group’s focus on improving profitability means that the new business margin in Q1 2011 is expected to improve compared with the full year 2010. The Group expects overall general insurance net written premiums to continue to increase, building on the momentum seen in 2010. There has been no significant change in the trends described above between the end of Q1 2011 and the date of this document.

Aviva’s IGD Surplus as at 31 March 2011 is expected to be lower than at the end of 2010, primarily driven by recognition of the final dividend declared in March 2011.

Aviva also expects that a significant proportion of the positive investment variance seen in the Delta Lloyd business during 2010 of approximately £800 million (which related to differing movements in asset and liability yield curves) will be reversed during Q1 2011. As announced by Delta Lloyd on 7 April 2011, due to credit rating downgrades in March 2011, a number of the bonds in Delta Lloyd’s collateralised AAA bond curve no longer meet the set criteria and have therefore been excluded from its yield curve with effect from 1 April 2011. Compared to 31 December 2010, the 10-year yield curve as at 1 April 2011 was approximately 40 basis points lower. The calculation of Delta Lloyd’s IGD solvency is mainly based on the European Central Bank’s AAA yield curve. Compared to 31 December 2010, the European Central Bank’s AAA yield curve as at 1 April 2011 was 34 basis points higher on the 10-year yield curve.

During 2010, the total net impact of Delta Lloyd’s investment variances described above was to increase the Group’s IFRS net asset value per Ordinary Share (before tax but after non-controlling interests) by approximately 16 pence per Ordinary Share⁵.

The Group has set a number of near-term, demanding financial targets for the current financial year. It aims to deliver:

at least £1.5 billion net Operational Capital Generation in 2011;
life IRR for the year of at least 12% with payback of 10 years or less; and
general insurance COR of 97% or better.

⁵ The impact of 16 pence per Ordinary Share on the Group’s net asset value is calculated as £800 million (being Delta Lloyd’s investment variance in 2010, gross of tax and non-controlling interests) divided by the number of Ordinary Shares in issue at 31 December 2010 (2,820,148,642) multiplied by the Group’s share of Delta Lloyd’s issued ordinary share capital (including treasury shares) as at 31 December 2010 of 57.6%. All of this information is extracted without material amendment from Aviva’s 2010 Annual Report and Accounts.

In 2010 the Group met these targets and it is on course to deliver them in 2011.

In addition, the Group has set a further target of £200 million of cost savings and £200 million of efficiency gains by the end of 2012 (which, as previously announced, includes €100m of cost savings and efficiency gains attributable to Delta Lloyd). The Group also expects to progress some portfolio changes in 2011 as part of its strategy of prioritising investment in twelve markets, which do not include the Benelux region.

7.2 Prospects

The Group’s prospects for the current financial year are reasonably likely to be materially affected by a variety of factors, including:

general economic and market conditions. Although the Group cannot predict the level of growth in the global economy, as with most businesses, it believes a period of weak market growth would have an adverse effect on its prospects;
volatility relating to the Group’s investments (including movements in interest rates and returns from equity, real estate and other investments), which would impact on the value of the Group’s investment portfolio;
that the Group’s businesses are conducted in highly competitive environments and the prospects of the Group would be affected by its ability to respond to these pressures;
changes in the longevity assumptions used to calculate the Group’s long-term business liabilities would affect the performance of the Group’s long-term business. Similarly, significant deviations from other assumptions the Group has made in respect of its businesses would affect its prospects; and
changes in the regulation of the insurance industry. For example, the way in which the Solvency II Directive (an insurance industry regulation agreed by the European Parliament in 2009) will be implemented is uncertain.

8. Risk Factors

Ordinary Shareholders should consider fully and carefully the risk factors associated with the Partial Disposal. Your attention is drawn to the risk factors set out in Part II (Risk Factors) of this document.

9. Exchange rate

The consideration for the Relevant Delta Lloyd Shares will be received by CGU IH in Euros. References in this document to the expected proceeds of the Partial Disposal in Sterling have been converted from the Euro amount applying an exchange rate of €1:£0.8832, being the closing UK rate as published by Bloomberg on 11 April 2011, being the latest practicable date prior to the publication of this document.

10. Extraordinary General Meeting

Set out on page 51 of this document is a Notice convening the Extraordinary General Meeting which is to be held at the Barbican Centre, Silk Street, London EC2Y 8DS on 4 May 2011 at 12.30 p.m. (or as soon thereafter as Aviva’s annual general meeting convened for 11.00 a.m. on the same day and at the same place shall have concluded or been adjourned) at which an ordinary resolution to approve the Partial Disposal will be proposed. The Partial Disposal Resolution is set out in full at the end of this document in the Notice of Extraordinary General Meeting. As a class 1 transaction for the purposes of the Listing Rules, the Partial Disposal may only be completed if it is first approved by Ordinary Shareholders. Voting on the Partial Disposal Resolution will be taken on a poll, rather than a show of hands, to reflect the number of shares held by an Ordinary Shareholder, whether or not the Ordinary Shareholder is able to attend the meeting. As an ordinary resolution, the Partial Disposal Resolution requires the approval of a majority of the votes cast (in person or by proxy) at the meeting in order to be passed.

11. Action to be taken

A Form of Proxy for use in connection with the Partial Disposal Resolution to be proposed at the Extraordinary General Meeting is enclosed for those Ordinary Shareholders who have not elected to receive shareholder communications in electronic form. Whether or not you intend to be present in person at the Extraordinary General Meeting, you are requested to complete the Form of Proxy and return it in accordance with the instructions printed on it and as set out in note 3 on page 51 of this document. Alternatively, proxy instructions can be registered electronically through www.aviva.com/egm. Apart from completing and returning the Form of Proxy, you need take no further action. The return of a Form of Proxy will not prevent you from attending the Extraordinary General Meeting and voting in person if you so wish.

12. Recommendation

In the Board's opinion, the Partial Disposal is in the best interests of Ordinary Shareholders as a whole. Accordingly, the Board unanimously recommends Ordinary Shareholders to vote in favour of the Partial Disposal Resolution to be proposed at the Extraordinary General Meeting, as all Directors intend to do so in respect of their own beneficial holdings of Ordinary Shares.

Yours sincerely,

Lord Sharman of Redlynch OBE Chairman

PART II

RISK FACTORS

Prior to making any decision to vote in favour of the Partial Disposal Resolution at the Extraordinary General Meeting, Ordinary Shareholders should carefully consider, together with all other information contained in this document, the specific factors and risks described below. Aviva considers these to be the known material risk factors relating to the Partial Disposal for Ordinary Shareholders to consider. The risks described below relate only to the Partial Disposal and are not set out in any particular order of priority.

There may be other risks of which the Board is not aware or which it believes to be immaterial which may, in the future, be connected to the Partial Disposal and have a material and adverse effect on the business, financial condition, results of operations or future prospects of the Retained Group after the Partial Disposal (or the Group if the Partial Disposal does not take place).

1. Risks related to the Partial Disposal taking place

1.1 Loss of control

Following the Partial Disposal, Aviva will control less than 50% of the voting rights attaching to Delta Lloyd Shares and the degree of control afforded by holding more than 50% of these voting rights will be lost. Therefore, the Partial Disposal could have an adverse impact on the business, financial condition and results of operations of the Retained Group. However, as more fully described in paragraph 2 of Part I (Letter from the Chairman of Aviva) of this document, Aviva’s rights in relation to the corporate governance arrangements with Delta Lloyd set out in the Strategic Investment Agreement will not change materially as a result of the Partial Disposal.

1.2 Exposure to costs and other liabilities under the Placing Agreement and Sponsor’s Agreement

The Placing Agreement and Sponsor’s Agreement contain certain representations and warranties made by Aviva and CGU IH in favour of the Bookrunners and the Sponsor respectively. They also contain an indemnity given by Aviva and CGU IH in favour of the Bookrunners, the Sponsor and certain persons connected to them. If Aviva or CGU IH should breach any of these representations or warranties, or if the Bookrunners, the Sponsor or the relevant persons connected to them should incur any liabilities in respect of which they are indemnified under those agreements, Aviva and CGU IH could incur losses which may have an adverse effect on the business, financial condition and results of the Retained Group.

The Placing Agreement may be terminated if certain material and adverse events in respect of the Delta Lloyd Group or certain other material and adverse market events take place prior to Completion, or if any of the representations and warranties given by Aviva and CGU IH in the Placing Agreement is breached, prior to Completion. Accordingly, in these circumstances the Bookrunners may terminate the Placing Agreement and the Partial Disposal will not take place. The Sponsor’s Agreement also contains customary termination rights.

1.3 The Partial Disposal may lead to a review of the credit ratings of members of the Delta Lloyd Group

S&P is the principal rating agency that provides a credit rating for members of the Delta Lloyd Group. Delta Lloyd has a S&P long-term counterparty credit rating of ‘A-’, and its main operating subsidiaries, Delta Lloyd Levensverzekering N.V. and Delta Lloyd Schadeverzekering N.V., have ratings of ‘A+’. Under S&P’s methodology, these ratings benefit from one notch of implied support from the Group.

Since the size of Aviva’s shareholding in Delta Lloyd will be reduced as a result of the Partial Disposal, S&P may review the ratings of the Delta Lloyd Group.

S&P changing the credit ratings of the members of the Delta Lloyd Group may affect the Delta Lloyd Group’s relationships with certain of the distributors of its products and services (which may impact

new sales) and may affect its borrowing costs and thereby have an effect on its business, results of operations and financial condition.

Any materially adverse change in Delta Lloyd’s business, results of operations or financial condition could adversely affect the value of Aviva’s retained stake in Delta Lloyd.

2. Risks relating to the Partial Disposal not taking place

The Board believes the Partial Disposal is in the best interests of Aviva for the benefit of shareholders as a whole and that it offers a strategic opportunity to realise value.

As described in paragraph 2 of Part I (Letter from the Chairman of Aviva), the Partial Disposal is consistent with the Group’s strategy of prioritising investment in twelve markets, which do not include the Benelux region. The Partial Disposal forms part of Aviva’s implementation of this strategy, and, were it not to take place, this strategy (which the Board believes will promote the long term success of the Group) will be harder to achieve.

Following the Partial Disposal taking place, the Retained Group will continue to be exposed to the markets and investments to which the Delta Lloyd Group is exposed through the Group’s retained stake in Delta Lloyd. However, this exposure will necessarily be reduced by the Partial Disposal completing and will not, therefore, be reduced if the Partial Disposal does not complete.

As a result of the Partial Disposal, the Retained Group will receive cash proceeds of £373 million (net of transaction costs). The cash proceeds will be held on the Retained Group’s balance sheet as cash and cash equivalents, which will enhance the Retained Group’s liquidity and thereby provide greater financial flexibility, and will be used for general corporate purposes. Aviva will not receive these net cash proceeds if the Partial Disposal does not complete.

Accordingly, if the Partial Disposal were not completed, such failure may have an adverse effect on the business, financial condition and results of the Group.

PART III

PRINCIPAL TERMS OF THE PROPOSED PARTIAL DISPOSAL

The following is a summary of the principal terms of the Placing Agreement.

1. Document, parties and placing

The Placing Agreement was entered into on 11 April 2011 between Aviva, CGU IH and the Bookrunners. Pursuant to the Placing Agreement, the Bookrunners agreed to procure purchasers for the Relevant Delta Lloyd Shares at a price to be agreed by the parties.

The price subsequently agreed was the Offer Price, which was €17.25 per Relevant Delta Lloyd Share. This is equal to €431 million for all of the Relevant Delta Lloyd Shares (£381 million at the Euro/Sterling Exchange Rate). Each Placee has agreed to pay (and failing which the Bookrunners shall pay) the Offer Price in respect of those Relevant Delta Lloyd Shares to be acquired by it.

2. Commission

CGU IH has agreed to pay the Bookrunners 0.7% of the Gross Consideration of €431 million as commission (£381 million at the Euro/Sterling Exchange Rate), reflecting that the Bookrunners are:

placing the Relevant Delta Lloyd Shares with the Placees at the Offer Price; and
undertaking the settlement risk described in paragraph 1 above.

In addition, CGU IH may, at its absolute discretion, pay the Bookrunners up to 0.4% of the Gross Consideration of €431 million (£381 million at the Euro/Sterling Exchange Rate) as an incentive fee.

3. Conditions and termination

Completion is conditional on Ordinary Shareholders approving the Partial Disposal at the Extraordinary General Meeting (the "Condition").

The Placing Agreement shall terminate if Completion has not taken place by 10 May 2011.

The Bookrunners may terminate the Placing Agreement, if prior to Completion, certain materially adverse events in respect of Aviva, CGU IH or markets generally take place or any of the representations and warranties is breached and the breach is not remedied to the Bookrunners' reasonable satisfaction.

4. Representations and warranties

Aviva and CGU IH provided certain representations and warranties that are customary for a transaction of this nature. The representations and warranties include, but are not limited to, the following:

Aviva and CGU IH each has the capacity and authority to enter into the Placing Agreement;
entering into the Placing Agreement will not result in Aviva or CGU IH breaching any applicable laws, judgments or their respective articles of association;
no consents or approvals, other than those which will be obtained by the date of Completion, are required by Aviva or CGU IH to complete the Partial Disposal;
CGU IH is not aware of any material or price-sensitive information regarding Delta Lloyd or its securities that is not public which if made public would be likely to have a significant effect on the price of the Delta Lloyd Shares;
CGU IH is the beneficial owner of the Relevant Delta Lloyd Shares with good and marketable title and free of any interests or encumbrances; and
warranties from Aviva and CGU IH as to compliance with certain laws.

Indemnity

Each of Aviva and CGU IH agreed, jointly and severally, to indemnify and hold harmless the Bookrunners and certain of their affiliates from and against any and all losses, claims, damages, liabilities or expenses arising out of:

any breach or alleged breach of their obligations under the Placing Agreement; and
any of the services rendered or duties performed by the Bookrunners or certain of their affiliates under the Placing Agreement,

save to the extent that such losses, claims, damages, liabilities or expenses arise as a result of the fraud, wilful default or negligence of such indemnified person.

Undertaking

Aviva and CGU IH agreed not to sell or enter into any analogous arrangement in respect of Delta Lloyd Shares (other than the Relevant Delta Lloyd Shares sold pursuant to the Placing Agreement) held by any member of the Retained Group to any person outside the Retained Group for a period of 90 days following Completion without the consent of the Bookrunners. This undertaking not to sell Delta Lloyd Shares does not extend to Delta Lloyd Shares held by any of the Retained Group’s investment funds.

Completion

Completion will take place on the second business day following the satisfaction of the Condition.

Governing law and jurisdiction

The Placing Agreement is governed by and to be construed in accordance with the laws of England and the parties to the Placing Agreement have irrevocably submitted to the jurisdiction of the English courts.

PART IV

FINANCIAL INFORMATION RELATING TO THE DELTA LLOYD GROUP

The financial information presented below relating to the Delta Lloyd Group has been extracted without material adjustment from the consolidation schedules that support the published audited consolidated financial statements of the Group for the three years ended 31 December 2010. The Delta Lloyd Group publishes its own audited financial statements separately; however, the financial information presented below has not been extracted from the Delta Lloyd Group's audited consolidated financial statements because the Delta Lloyd Group's accounting policies may vary from those adopted in Aviva's published consolidated financial information which could reduce the comparability of the financial information between the groups.

The financial information in this Part IV has been prepared using the accounting policies of Aviva on a basis consistent with the accounting policies adopted in Aviva's published consolidated financial statements for the year ended 31 December 2010, which have been prepared using separately both:

International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and endorsed by the European Union (EU); and
the Market Consistent Embedded Value (MCEV) basis. The MCEV methodology adopted is in accordance with the MCEV Principles published by the CFO Forum in October 2009.

The financial information reflects, therefore, the Delta Lloyd Group's contribution to the Group during this period, applying the relevant accounting policies. The Delta Lloyd Group publishes its own audited financial statements separately and certain of its accounting policies differ from those of Aviva. Accordingly, the financial information presented below may differ from the equivalent information published by the Delta Lloyd Group.

The financial information contained in this Part IV does not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985 or as the case may be section 434(3) of the Companies Act 2006. The consolidated statutory accounts of Aviva in respect of the years ended 31 December 2008 and 31 December 2009 have been delivered to the Registrar of Companies. The consolidated statutory accounts of Aviva in respect of the year ended 31 December 2010 have not been delivered to the Registrar of Companies, but have been published on Aviva's website at www.aviva.com/reports/2010ar/. The auditors' reports in respect of those statutory accounts for the three years ended 31 December 2010 were unqualified and did not contain statements under section 237(2) or (3) of the Companies Act 1985 or as the case may be section 498(2) or (3) of the Companies Act 2006.

Ernst & Young LLP were the auditors of the Group in respect of the three years to 31 December 2010.

Ordinary Shareholders should read the whole of this document and not rely solely on the financial information contained in this Part IV.

The historical income statements for the Delta Lloyd Group, prepared under IFRS for the three years to 31 December 2010, were as follows:

	Year ended 31 December 2010 IFRS £m	Year ended 31 December 2009 IFRS £m	Year ended 31 December 2008 IFRS £m
Gross written premiums	4,469	4,482	5,979
Premiums ceded to reinsurers	(124)	(134)	(92)
Internal reinsurance expense	(5)	(7)	(4)
Net written premiums	4,340	4,341	5,883
Net change in provision for unearned premiums	(2)	6	(18)
Net earned premiums	4,338	4,347	5,865
Fee and commission income	332	226	206
	4,670	4,573	6,071
Net investment income	3,244	3,245	1,652
Share of (loss) of joint ventures and associates	(10)	(41)	(27)
(Loss)/profit on the disposal of subsidiaries and associates	(4)	31	15
Income	7,900	7,808	7,711
Claims and benefits paid, net of recoveries from reinsurers	(4,234)	(3,567)	(4,131)
Change in insurance liabilities, net of reinsurance	(569)	(1,448)	(844)
Change in investment contract provisions	(48)	(239)	122
Change in unallocated divisible surplus	(33)	(68)	30
Fee and commission expense	(434)	(443)	(470)
Other expenses	(964)	(1,288)	(1,935)
Finance costs	(723)	(745)	(683)
Expenses	(7,005)	(7,798)	(7,911)
Profit/(loss) before tax	895	10	(200)
Tax attributable to policyholders’ returns	-	-	-
Profit/(loss) before tax attributable to shareholders’ profits	895	10	(200)
Tax (expense)/credit	(225)	18	22
Less: tax attributable to policyholders’ returns	-	-	-
Tax attributable to shareholders’ profits	(225)	18	22
Profit/(loss) for the year	670	28	(178)
Attributable to:
Equity shareholders of Aviva plc	358	(4)	(185)
Non-controlling interests	312	32	7
	670	28	(178)

The historical reconciliations of operating profit before tax to profit for the year for the Delta Lloyd Group, prepared under IFRS for the three years to 31 December 2010, were as follows:

	Year ended 31 December 2010 IFRS £m	Year ended 31 December 2009 IFRS £m	Year ended 31 December 2008 IFRS £m
Operating profit before tax attributable to shareholders’ profits
Long term business	330	277	196
General insurance and health	146	143	177
Fund management	103	28	10
Other operations and regional costs	(43)	(49)	(73)
Regional operating profit	536	399	310
Corporate centre	-	-	-
Group debt costs and other interest	(12)	(29)	(24)
Operating profit before tax attributable to shareholders’ profits	524	370	286
Adjusted for the following:
Investment return variances and economic assumption changes on long-term business	1,010	(348)	72
Short-term fluctuation in return on investments on non long-term business	(44)	(23)	(352)
Economic assumption changes on general insurance and health business	-	-	-
Impairment of goodwill and other amounts expensed	(1)	(1)	(50)
Amortisation and impairment of intangibles	(23)	(19)	(22)
(Loss)/profit on the disposal and re-measurement of subsidiaries and associates	(4)	31	15
Integration and restructuring costs	(18)	-	(23)
Exceptional items	(549)	-	(126)
Non-operating items before tax	371	(360)	(486)
Profit/(loss) before tax attributable to shareholders’ profits	895	10	(200)
Tax attributable to shareholders’ profits:
Operating profit	(96)	(52)	27
Other activities	(129)	70	(5)
	(225)	18	22
Profit/(loss) for the year	670	28	(178)
Note – operating profit after tax attributable to shareholders:
Operating profit before tax	524	370	286
Tax on operating profits	(96)	(52)	27
	428	318	313
Operating profit after tax is attributable to:
Equity shareholders of Aviva plc	219	289	307
Non-controlling interests	209	29	6
	428	318	313

The historical balance sheet for the Delta Lloyd Group, prepared under IFRS for the year ended 31 December 2010, was as follows:

| | 31 December 2010
IFRS
£m |
| --- | --- |
| Goodwill | 307 |
| Acquired value of in-force business and intangible assets | 58 |
| Interests in, and loans to, joint ventures | 1 |
| Interests in, and loans to, associates | 322 |
| Property and equipment | 236 |
| Investment property | 2,043 |
| Loans | 19,120 |
| Financial investments | 33,627 |
| Reinsurance assets | 517 |
| Deferred tax assets | 88 |
| Current tax assets | 27 |
| Receivables | 1,077 |
| Deferred acquisition costs and other assets | 269 |
| Prepayments and accrued income | 545 |
| Cash and cash equivalents | 1,026 |
| Total assets | 59,263 |
| Gross insurance liabilities | 30,637 |
| Gross liabilities for investment contracts | 3,220 |
| Unallocated divisible surplus | 138 |
| Net asset value attributable to unit holders | 678 |
| Provisions | 1,729 |
| Deferred tax liabilities | 455 |
| Current tax liabilities | - |
| Borrowings | 6,574 |
| Payables and other financial liabilities | 10,598 |
| Other liabilities | 924 |
| Total liabilities | 54,953 |
| Net assets | 4,310 |

The summarised historical statement of net assets for the Delta Lloyd Group, prepared under MCEV for the year ended 31 December 2010, was as follows:

| | 31 December 2010
£m |
| --- | --- |
| IFRS net assets | 4,310 |
| Additional value of in-force long-term business | (1,196) |
| MCEV net assets | 3,114 |
| Equity attributable to Ordinary Shareholders of Aviva plc | 1,574 |
| Preference share capital and direct capital instruments | – |
| Non-controlling interests | 1,540 |
| Total equity | 3,114 |

PART V

UNAUDITED PRO FORMA FINANCIAL INFORMATION RELATING TO THE GROUP

(A) Unaudited pro forma financial information relating to the Group prepared on an IFRS basis

The unaudited pro forma income statement of the Group, reconciliation of the Group’s operating profit before tax to profit for the year and statement of net assets of the Group set out below (the “IFRS Pro Forma Financial Information”) have each been prepared on an IFRS basis and are based on:

Aviva’s 2010 Annual Report and Accounts; and
the financial information relating to the Delta Lloyd Group set out in Part IV (Financial information relating to the Delta Lloyd Group) of this document.

The IFRS Pro Forma Financial Information has been prepared pursuant to UKLA Listing Rule 13.3.3R and on the basis of the notes set out below, to illustrate the effect of the Partial Disposal on the IFRS performance and financial position of the Group as at 31 December 2010 as if the Partial Disposal had occurred on:

31 December 2010 in the case of the unaudited pro forma statement of the net assets of the Group prepared on an IFRS basis; and
at the start of the financial year ended on 31 December 2010 in the case of the unaudited pro forma income statement of the Group prepared on an IFRS basis and the unaudited pro forma reconciliation of the Group’s operating profit before tax to profit for the year prepared on an IFRS basis.

The IFRS Pro Forma Financial Information is shown for illustrative purposes only. Due to its nature, it addresses a hypothetical situation and, therefore, does not represent the Retained Group’s actual financial position following the Partial Disposal.

Ordinary Shareholders should read the whole of this document and should not rely solely on the IFRS Pro Forma Financial Information contained in this part (A) of Part V.

Ernst & Young LLP’s report on the IFRS Pro Forma Financial Information is set out in part (B) of this Part V of this document.

Unaudited pro forma income statement of the Group prepared on an IFRS basis

	Adjustments
	Group Note 1 £m	Delta Lloyd Group Note 2 £m	Share of Delta Lloyd's profits as associate Note 3 £m	Loss on Disposal Note 4 £m
Income
Gross written premiums	36,274	(4,469)	-	-
Premiums ceded to reinsurers	(1,863)	129	-	-
Premiums written net of reinsurance	34,411	(4,340)	-	-
Net change in provision for unearned premiums	(75)	2	-	-
Net earned premiums	34,336	(4,338)	-	-
Fee and commission income	1,782	(332)	-	-
Net investment income	21,993	(3,244)	-	-
Share of profit/(loss) after tax of joint ventures and associates	131	10	266	-
Profit on the disposal and re-measurement of subsidiaries and associates	159	4	-	(163)
	58,401	(7,900)	266	(163)
Expenses
Claims and benefits paid, net of recoveries from reinsurers	(29,152)	4,234	-	-
Change in insurance liabilities, net of reinsurance	(7,177)	569	-	-
Change in investment contract provisions	(8,741)	48	-	-
Change in unallocated divisible surplus	329	33	-	-
Fee and commission expense	(5,867)	434	-	-
Other expenses	(3,537)	964	-	-
Finance costs	(1,422)	723	-	-
Loss on the disposal and re-measurement of subsidiaries and associates	-	-	-	(173)
	(55,567)	7,005	-	(173)
Profit before tax	2,834	(895)	266	(336)
Tax attributable to policyholders' returns	(394)	-	-	-
Profit before tax attributable to shareholders' profits	2,440	(895)	266	(336)
Tax expense	(942)	225	-	-
Less: tax attributable to policyholders' returns	394	-	-	-
Tax attributable to shareholders' profits	(548)	225	-	-
Profit for the year	1,892	(670)	266	(336)

Notes

The income statement of the Group prepared on an IFRS basis has been extracted, without material adjustment, from Aviva's 2010 Annual Report and Accounts, and prepared using International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and endorsed by the European Union (EU).
These adjustments remove the income, expenses and tax relating to the Delta Lloyd Group, reflecting the fact that following the Partial Disposal, Aviva will have less than 50% of the voting rights in Delta Lloyd and therefore will no longer consolidate the results of the Delta Lloyd Group. The financial information of the Delta Lloyd Group has been extracted, without material adjustment, from the historical financial information on the Delta Lloyd Group set out in Part IV of this document.
Following the Partial Disposal, Aviva will account for its retained 42.7% interest in the issued ordinary share capital of Delta Lloyd (including treasury shares) as an investment in an associate. This adjustment reflects the Group's residual share of the Delta Lloyd Group's after-tax profits following the Partial Disposal.
As noted in (2) above, since Aviva's share of the voting rights in Delta Lloyd will fall below 50% following the Partial Disposal, Aviva will need to deconsolidate Delta Lloyd. Notwithstanding that Aviva will retain a 42.7% associate interest following the Partial Disposal, (as noted in (3) above), deconsolidation is accounted for as the disposal of Aviva's entire 57.6% interest in the Delta Lloyd Group, resulting in a loss on disposal in the income statement on the entire 57.6% interest. Had the Partial Disposal taken place on 31 December 2010, the loss on disposal would have been £336 million, being net proceeds of £1,462 million less net assets of £2,362 million, partly offset by a credit of £564 million representing other reserves relating to Delta Lloyd recycled to the income statement on disposal. It is not possible to quantify the actual loss on disposal, since this calculation is dependent on the value of the net assets of the Delta Lloyd Group at the date of the Partial Disposal.

For the year-ended 31 December 2010, Aviva's profit on the disposal and re-measurement of subsidiaries and associates was £163 million (after deconsolidation of Delta Lloyd). Had the Partial Disposal taken place on 31 December 2010, the loss on disposal of £336 million would have been offset against this and the Group's net loss on disposal of £173 million would have been shown within Expenses in the consolidated income statement.

Unaudited pro forma reconciliation of the Group's operating profit before tax to profit for the year prepared on an IFRS basis

	Adjustments
	Group Note 1 £m	Delta Lloyd Group Note 2 £m	Share of Delta Lloyd's profits as associate Note 3 £m	Loss on Disposal Note 4 £m	Pro forma £m
Operating profit before tax attributable to shareholders' profits
Long-term business	2,318	(330)	-	-	1,988
General insurance and health	1,050	(146)	-	-	904
Fund management	201	(103)	-	-	98
Other operations and regional costs	(220)	43	-	-	(177)
Regional operating profit	3,349	(536)	-	-	2,813
Corporate centre	(143)	-	-	-	(143)
Group debt costs and other interest	(656)	12	-	-	(644)
Operating profit before tax attributable to shareholders' profits (excluding Delta Lloyd)	2,550	(524)	-	-	2,026
Share of operating profit before tax of Delta Lloyd	-	-	198	-	198
Operating profit before tax attributable to shareholders' profits	2,550	(524)	198	-	2,224
Adjusted for the following:
Investment return variances and economic assumption changes on long-term business	791	(1,010)	-	-	(219)
Short-term fluctuations in return on investments on non-long-term business	(243)	44	-	-	(199)
Economic assumption changes on general insurance and health business	(61)	-	-	-	(61)
Impairment of goodwill and other amounts expensed	(24)	1	-	-	(23)
Amortisation and impairment of intangibles	(216)	23	-	-	(193)
Profit/(loss) on the disposal of subsidiaries and associates	159	4	-	(336)	(173)
Integration and restructuring costs	(243)	18	-	-	(225)
Exceptional items	(273)	549	-	-	276
Non-operating items before tax (excluding Delta Lloyd)	(110)	(371)	-	(336)	(817)
Share of Delta Lloyd's non-operating items (before tax)	-	-	158	-	158
Non-operating items before tax	(110)	(371)	158	(336)	(659)
	2,440	(895)	356	(336)	1,565
Share of Delta Lloyd's tax expense	-	-	(90)	-	(90)
Profit before tax attributable to shareholders' profits	2,440	(895)	266	(336)	1,475
Tax	(548)	225	-	-	(323)
Profit for the year	1,892	(670)	266	(336)	1,152
Amount attributable to non-controlling interests	(429)	312	-	-	(117)
Cumulative preference dividends for the year	(17)	-	-	-	(17)
Coupon payments in respect of direct capital instruments (DCI) (net of tax)	(42)	-	-	-	(42)
Profit attributable to Ordinary Shareholders	1,404	(358)	266	(336)	976
Loss on disposal	-	-	-	336	336
Profit attributable to Ordinary Shareholders (excluding loss on disposal)	1,404	(358)	266	-	1,312

Notes

The reconciliation of the Group's operating profit before tax to profit for the year prepared on an IFRS basis has been extracted, without material adjustment, from Aviva's 2010 Annual Report and Accounts, and prepared using International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and endorsed by the European Union (EU).
These adjustments remove the income, expenses, tax and non-controlling interests relating to the Delta Lloyd Group, reflecting the fact that following the Partial Disposal, Aviva will have less than 50% of the voting rights in Delta Lloyd and therefore will no longer consolidate the results of the Delta Lloyd Group. The financial information of the Delta Lloyd Group has been extracted, without material adjustment, from the historical financial information on the Delta Lloyd Group set out in Part IV of this document.
Following the Partial Disposal, Aviva will account for its retained 42.7% interest in the issued ordinary share capital of Delta Lloyd (including treasury shares) as an investment in an associate. These adjustments reflect the Group's residual share of the Delta Lloyd Group's operating profit before tax, non-operating items (before tax) and tax following the Partial Disposal.
As noted in (2) above, since Aviva's share of the voting rights in Delta Lloyd will fall below 50% following the Partial Disposal, Aviva will need to deconsolidate Delta Lloyd. Notwithstanding that Aviva will retain a 42.7% associate interest following the Partial Disposal (as noted in (3) above), deconsolidation is accounted for as the disposal of Aviva's entire 57.6% interest in the Delta Lloyd Group, resulting in a loss on disposal in the income statement on the entire 57.6% interest. Had the Partial Disposal taken place on 31 December 2010, the loss on disposal would have been £336 million, being net proceeds of £1,462 million less net assets of £2,362 million, partly offset by a credit of £564 million representing other reserves relating to Delta Lloyd recycled to the income statement on disposal. It is not possible to quantify the actual loss on disposal, since this calculation is dependent on the value of the net assets of the Delta Lloyd Group at the date of the Partial Disposal.
Illustration of the effect of the Partial Disposal on basic IFRS operating earnings per Ordinary Share:

	Adjustments
	Aviva Group Note a	Delta Lloyd Group Note b	Share of Delta Lloyd's profits as associate Note c	Loss on Disposal	Pro forma
Operating profit before tax attributable to shareholders' profits (£m)	2,550	(524)	198	-	2,224
Tax on operating profits (£m)	(625)	96	(35)	-	(564)
Operating profit attributable to non-controlling interests (£m)	(332)	209	-	-	(123)
Cumulative preference dividends for the year (£m)	(17)	-	-	-	(17)
Coupon payments in respect of direct capital instruments (DCI) (net of tax) (£m)	(42)	-	-	-	(42)
Operating profit attributable to ordinary shareholders (£m)	1,534	(219)	163	-	1,478
Weighted average number of Ordinary Shares (million)	2,784	-	-	-	2,784
Basic IFRS operating earnings per Ordinary Share (pence)	55.1p				53.1p

Notes on the illustration of the effect of the Partial Disposal on basic IFRS operating earnings per Ordinary Share

a. Operating profit before tax attributable to shareholders' profits, tax on operating profits, operating profit attributable to non-controlling interests, cumulative preference dividends for the year, coupon payments in respect of direct capital instruments, operating profit attributable to Ordinary Shareholders, weighted average number of Ordinary Shares and basic IFRS operating earnings per Ordinary Share have been extracted, without material adjustment, from Aviva's 2010 Annual Report and Accounts.

b. These adjustments remove the operating profit after tax and non-controlling interests relating to the Delta Lloyd Group, reflecting the fact that following the Partial Disposal, Aviva will have less than 50% of the voting rights in Delta Lloyd and therefore will no longer consolidate the results of the Delta Lloyd Group. The financial information of the Delta Lloyd Group has been extracted, without material adjustment, from the historical financial information on the Delta Lloyd Group set out in Part IV of this document.

c. Prior to the Partial Disposal, the Delta Lloyd Group's results are fully consolidated in Aviva's group accounts on a line-by-line basis, and then split between the amount attributable to the equity shareholders of Aviva, and the amount attributable to non-controlling interests (which includes ABN AMRO Bank N.V.'s ("ABN AMRO") 49% share of the profits arising from its joint venture with Delta Lloyd). Following the Partial Disposal, Aviva will account for its retained 42.7% interest in the issued ordinary share capital of Delta Lloyd (including treasury shares) as an investment in an associate, and the income statement will only include Aviva's residual share of the Delta Lloyd Group's operating profits after tax. This includes Aviva's share of the profits arising from Delta Lloyd's joint venture with ABN AMRO. These adjustments therefore reflect Aviva's share of Delta Lloyd's operating profit before tax and tax on operating profits following the Partial Disposal.

Illustration of the effect of the Partial Disposal on basic IFRS earnings per Ordinary Share:

	Adjustments
	Aviva Group Note a	Delta Lloyd Group	Share of Delta Lloyd's profits as associate	Loss on Disposal	Pro forma
Profit attributable to ordinary shareholders (£m)	1,404	(358)	266	(336)	976
Weighted average number of Ordinary Shares (million)	2,784	-	-	-	2,784
Basic IFRS earnings per Ordinary Share (pence)	50.4p				35.1p
Basic IFRS earnings per Ordinary Share (excluding loss on disposal) (pence)	50.4p				47.1p

Note on the illustration of the effect of the Partial Disposal on basic IFRS earnings per Ordinary Share

a. Profit attributable to Ordinary Shareholders, weighted average number of Ordinary Shares and basic IFRS earnings per Ordinary Share have been extracted, without material adjustment, from Aviva's 2010 Annual Report and Accounts.

Unaudited pro forma statement of the net assets of the Group prepared on an IFRS basis

	Adjustments
	Fair value of Investment
	Group Note 1 £m	Delta Lloyd Group Note 2 £m	in Delta Lloyd Note 3 £m	Net Proceeds Note 4 £m
Goodwill	3,391	(307)	-	3,084
Acquired value of in-force business and intangible assets	2,806	(58)	-	2,748
Interests in, and loans to, joint ventures	1,994	(1)	-	1,993
Interests in, and loans to, associates	643	(322)	1,089	1,410
Property and equipment	750	(236)	-	514
Investment property	13,064	(2,043)	-	11,021
Loans	43,074	(19,120)	-	23,954
Financial investments	253,288	(33,627)	-	219,661
Reinsurance assets	7,084	(517)	-	6,567
Deferred tax assets	288	(88)	-	200
Current tax assets	198	(27)	-	171
Receivables	8,295	(1,077)	-	7,218
Deferred acquisition costs and other assets	6,072	(269)	-	5,803
Prepayments and accrued income	3,691	(545)	-	3,146
Cash and cash equivalents	25,455	(1,026)	-	24,810
Assets of operations classified as held for sale	14	-	-	14
Total assets	370,107	(59,263)	1,089	381
Gross insurance liabilities	177,700	(30,637)	-	147,063
Gross liabilities for investment contracts	117,787	(3,220)	-	114,567
Unallocated divisible surplus	3,428	(138)	-	3,290
Net asset value attributable to unitholders	9,032	(678)	-	8,354
Provisions	2,943	(1,729)	-	1,214
Deferred tax liabilities	1,758	(455)	-	1,303
Current tax liabilities	314	-	-	314
Borrowings	14,949	(6,574)	-	8,375
Payables and other financial liabilities	20,292	(10,598)	-	9,702
Other liabilities	4,179	(924)	-	3,255
Total liabilities	352,382	(54,953)	-	297,437
Net assets	17,725	(4,310)	1,089	373

Adjustments

	Fair value of Investment				Pro forma net assets
	Group Note 1 £m	Delta Lloyd Group Note 2 £m	in Delta Lloyd Note 3 £m	Net Proceeds Note 4 £m
Capital
Ordinary share capital	705	-	-	-	705
Preference share capital	200	-	-	-	200
	905	-	-	-	905
Capital reserves
Share premium	1,194	-	-	-	1,194
Merger reserve	3,271	-	-	-	3,271
	4,465	-	-	-	4,465
Shares held by employee trusts	(32)	-	-	-	(32)
Other reserves	2,245	(564)	-	-	1,681
Retained earnings	5,411	(1,798)	1,089	373	5,075
Equity attributable to shareholders of Aviva plc	12,994	(2,362)	1,089	373	12,094
Direct capital instrument	990	-	-	-	990
Non-controlling interests	3,741	(1,948)	-	-	1,793
Total equity	17,725	(4,310)	1,089	373	14,877
Equity attributable to Ordinary Shareholders of Aviva plc (excluding preference shares)	12,794	(2,362)	1,089	373	11,894

Notes

The net assets of the Group have been extracted, without material adjustment, from Aviva's 2010 Report and Accounts, and prepared using International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and endorsed by the European Union (EU).
These adjustments remove the assets, liabilities, other reserves, retained earnings and non-controlling interests relating to the Delta Lloyd Group, reflecting the fact that following the Partial Disposal, the Retained Group will hold less than 50% of the voting rights in Delta Lloyd and therefore will no longer consolidate the results of the Delta Lloyd Group. The financial information of the Delta Lloyd Group has been extracted, without material adjustment, from the historical financial information on the Delta Lloyd Group set out in Part IV of this document.
Following the Partial Disposal, Aviva will account for its retained 42.7% interest in the issued ordinary share capital of Delta Lloyd (including treasury shares) as an investment in an associate. This adjustment reflects the market value of the retained stake of 42.7% in the issued ordinary share capital of Delta Lloyd (including treasury shares) held by the Retained Group, based on the Offer Price and converted to Sterling at the Euro/Sterling Exchange Rate. The Offer Price has been used because in management's view it represents the most up-to-date arm's length valuation of Delta Lloyd.
The adjustments reflect the cash proceeds of £381 million to be received from the Partial Disposal, less associated costs of the Partial Disposal of approximately £8 million (disclosed as payables and other financial liabilities), such amounts, where relevant converted to Sterling at the Euro/Sterling Exchange Rate.
No account has been taken of the trading results of the Group or the Delta Lloyd Group for the period since 31 December 2010.

As noted in (2) above, given that the Retained Group’s share of the voting rights in Delta Lloyd will fall below 50% following the Partial Disposal, Aviva will need to deconsolidate Delta Lloyd. Notwithstanding that Aviva will retain a 42.7% associate interest in the issued ordinary share capital of Delta Lloyd (including treasury shares) following the Partial Disposal, deconsolidation is accounted for as the disposal of the Group’s entire 57.6% interest in Delta Lloyd’s issued ordinary share capital (including treasury shares), resulting in a loss on disposal in the income statement on the entire 57.6% interest. Had the Partial Disposal taken place on 31 December 2010, the pro-forma loss on disposal would have been £336 million, being net proceeds of £1,462 million less net assets of £2,362 million, partly offset by a credit of £564 million representing other reserves relating to Delta Lloyd recycled to the income statement on disposal. It is not possible to quantify the actual loss on disposal, since this calculation is dependent on the value of the net assets of the Delta Lloyd Group at the date of the Partial Disposal.

(B) Accountants' report on the unaudited pro forma financial information relating to the Group prepared on an IFRS basis

13 April 2011

The Directors

Aviva plc

St. Helen's

1 Undershaft

London EC3P 3DQ

Dear Sirs

Aviva plc

We report on the unaudited pro forma financial information (the "Pro Forma IFRS Financial Information") set out in part (A) of Part V of the class 1 circular dated 13 April 2011 (the "Circular"), which has been prepared on the basis described in part (A) of Part V of the Circular, for illustrative purposes only, to provide information about how the proposed Partial Disposal of shares in Delta Lloyd N.V. might have affected the financial information presented on the basis of the accounting policies adopted by Aviva plc in preparing the IFRS financial statements for the period ended 31 December 2010. This report is required by Rule 13.3.3R of the Listing Rules of the UK Listing Authority and is given for the purpose of complying with that rule and for no other purpose.

Save for any responsibility which we may have to those persons to whom this report is expressly addressed and which we may have to Ordinary Shareholders as a result of the inclusion of this report in the Circular, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Listing Rule 13.4.1R (6), consenting to its inclusion in the Circular.

Responsibilities

It is the responsibility of the directors of Aviva plc to prepare the Pro Forma IFRS Financial Information in accordance with Listing Rule 13.3.3R.

It is our responsibility to form an opinion, as required by Listing Rule 13.3.3R as to the proper compilation of the Pro Forma IFRS Financial Information and to report that opinion to you.

In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Pro Forma IFRS Financial Information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue.

Basis of opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. The work that we performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted

primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro Forma IFRS Financial Information with the directors of Aviva plc.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Pro Forma IFRS Financial Information has been properly compiled on the basis stated and that such basis is consistent with the accounting policies adopted by Aviva plc in preparing the IFRS financial statements for the period ended 31 December 2010.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in other jurisdictions and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Opinion

In our opinion:

the Pro Forma IFRS Financial Information has been properly compiled on the basis stated; and
such basis is consistent with the accounting policies adopted by Aviva plc in preparing the IFRS financial statements for the period ended 31 December 2010.

Yours faithfully

Ernst & Young LLP

The unaudited pro forma statement of the net assets of the Group set out below (the “MCEV Pro Forma Financial Information”) has been prepared on a MCEV basis and is based on:

Aviva’s 2010 Annual Report and Accounts; and
the financial information relating to the Delta Lloyd Group set out in Part IV (Financial information relating to the Delta Lloyd Group) of this document.

The MCEV Pro Forma Financial Information has been prepared pursuant to UKLA Listing Rule 13.3.3R and on the basis of the notes set out below, to illustrate the effect of the Partial Disposal on the MCEV financial position of the Group as at 31 December 2010 as if the Partial Disposal had occurred on that date.

The MCEV Pro Forma Financial Information is shown for illustrative purposes only. Due to its nature, it addresses a hypothetical situation and, therefore, does not represent the Retained Group’s actual financial position following the Partial Disposal.

Ordinary Shareholders should read the whole of this document and should not rely solely on the MCEV Pro Forma Financial Information contained in this part (C) of Part V.

Ernst & Young LLP’s report on the MCEV Pro Forma Financial Information is set out in part (D) of this Part V of this document.

Unaudited pro forma statement of the net assets of the Group prepared on a MCEV basis

	Adjustments
	Aviva Group Note 1 £m	Delta Lloyd Group Note 2 £m	Fair value of Investment in Delta Lloyd Note 3 £m	Net Proceeds Note 4 £m	Pro forma net assets £m
IFRS net assets	17,725	(4,310)	1,089	373	14,877
Additional value of in-force long-term business	2,737	1,196	-	-	3,933
MCEV net assets	20,462	(3,114)	1,089	373	18,810
Equity attributable to Ordinary Shareholders of Aviva plc	15,295	(1,574)	1,089	373	15,183
Preference share capital and direct capital instruments	1,190	-	-	-	1,190
Non-controlling interests	3,977	(1,540)	-	-	2,437
Total equity	20,462	(3,114)	1,089	373	18,810

Notes

The MCEV net assets of the Group have been extracted, without material adjustment, from Aviva's 2010 Report and Accounts, and prepared using the Market Consistent Embedded Value (MCEV) basis for the life and related business, and International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and endorsed by the European Union (EU) for the non-life business. The MCEV methodology adopted is in accordance with the MCEV Principles published by the CFO Forum in October 2009.
These adjustments remove the MCEV net assets, reserves and non-controlling interests relating to the Delta Lloyd Group, reflecting the fact that following the Partial Disposal, the Retained Group will hold less than 50% of the voting rights in Delta Lloyd and therefore will no longer consolidate the results of the Delta Lloyd Group. The financial information of the Delta Lloyd Group has been extracted, without material adjustment, from the historical financial information on the Delta Lloyd Group set out in Part IV of this document.
Following the Partial Disposal, Aviva will account for its retained 42.7% interest in the issued ordinary share capital of Delta Lloyd (including treasury shares) as an investment in an associate. This adjustment reflects the market value of the retained stake of 42.7% in the issued ordinary share capital of Delta Lloyd (including treasury shares) held by the Retained Group, based on the Offer Price and converted to Sterling at the Euro/Sterling Exchange Rate. The Offer Price has been used because in management's view it represents the most up-to-date arm's length valuation of Delta Lloyd.
This adjustment reflects the cash proceeds of £381 million to be received from the Partial Disposal, less associated costs of the Partial Disposal of approximately £8 million (disclosed as payables and other financial liabilities), such amounts, where relevant converted to Sterling at the Euro/Sterling Exchange Rate.
No account has been taken of the trading results of the Group or the Delta Lloyd Group for the period since 31 December 2010.

(D) Accountants' report on the unaudited pro forma financial information relating to the Group prepared on a MCEV basis

Ernst & Young LLP

1 More London Place

London SE1 2AF

Tel: 020 7951 2000

Fax: 020 7951 1345

www.ey.com/uk

13 April 2011

The Directors

Aviva plc

St. Helen's

1 Undershaft

London EC3P 3DQ

Dear Sirs

Aviva plc

We report on the unaudited pro forma financial information (the "Pro Forma MCEV Financial Information") set out in part (C) of Part V of the class 1 circular dated 13 April 2011 (the "Circular"), which has been prepared on the basis described in part (C) of Part V of the Circular, for illustrative purposes only, to provide information about how the proposed Partial Disposal of shares in Delta Lloyd N.V. might have affected the financial information presented on the basis of the Market Consistent Embedded Value Principles issued in June 2008 by the CFO Forum as amended in October 2009 (the MCEV Principles) and the basis of preparation adopted by Aviva plc in preparing the MCEV financial statements for the period ended 31 December 2010. This report is required by Rule 13.3.3R of the Listing Rules of the UK Listing Authority and is given for the purpose of complying with that rule and for no other purpose.

Responsibilities

It is the responsibility of the directors of Aviva plc to prepare the Pro Forma MCEV Financial Information in accordance with Listing Rule 13.3.3R.

It is our responsibility to form an opinion, as required by Listing Rule 13.3.3R as to the proper compilation of the Pro Forma MCEV Financial Information and to report that opinion to you.

In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Pro Forma MCEV Financial Information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue.

Basis of opinion

which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro Forma MCEV Financial Information with the directors of Aviva plc.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Pro Forma MCEV Financial Information has been properly compiled on the basis stated and that such basis is consistent with the MCEV Principles and the basis of preparation adopted by Aviva plc in preparing the MCEV financial statements for the period ended 31 December 2010.

Opinion

In our opinion:

the Pro Forma MCEV Financial Information has been properly compiled on the basis stated; and
such basis is consistent with the accounting policies adopted by Aviva plc in preparing the MCEV financial statements for the period ended 31 December 2010.

Yours faithfully

Ernst & Young LLP

PART VI

ADDITIONAL INFORMATION

Responsibility

The Directors, whose names appear in paragraph 3 below, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

Aviva

Aviva was incorporated and registered in England and Wales as a public limited company on 9 February 1990 under the Companies Act 1985 with number 2468686 and the name Commercial Union plc. Aviva changed its name to CGU plc on 2 June 1998, to CGNU plc on 30 May 2000 and to Aviva plc on 1 July 2002. The principal legislation under which Aviva operates is the Companies Acts and the regulations made thereunder.

Aviva is headquartered in the United Kingdom with its registered office at St. Helen’s, 1 Undershaft, London EC3P 3DQ.

The Directors

The Directors of Aviva are:

Lord Sharman of Redlynch OBE, Chairman;
Andrew Moss, Group Chief Executive;
Patrick Regan, Chief Financial Officer;
Mark Hodges, Chief Executive, Aviva UK;
Igal Mayer, Chief Executive, Aviva Europe;
Mary Francis CBE, Independent Non-Executive Director;
Richard Karl Goeltz, Senior Independent Non-Executive Director;
Euleen Goh, Independent Non-Executive Director;
Michael Hawker AM, Independent Non-Executive Director;
Carole Piwnica, Independent Non-Executive Director;
Leslie Van de Walle, Independent Non-Executive Director;
Russell Walls, Independent Non-Executive Director; and
Scott Wheway, Independent Non-Executive Director.

The business address of each Director is Aviva’s registered office.

Directors’ and senior managers’ interests in Ordinary Shares

4.1 Holdings in Ordinary Shares

As at 11 April 2011, (being the latest practicable date prior to the publication of this document) the interests of each Director and senior manager in the share capital of Aviva, including interests arising pursuant to any transaction notified to Aviva pursuant to rule 3.1.2 of the Disclosure and Transparency Rules made by the FSA pursuant to FSMA, are as follows:

Name of Director	Number of Ordinary Shares held	Percentage of the issued Ordinary Shares
Lord Sharman of Redlynch	35,654	0.0013%
Andrew Moss	547,216	0.0194%
Patrick Regan	302,468	0.0107%
Mark Hodges	389,641	0.0138%
Igal Mayer	169,009	0.0060%
Mary Francis	3,700	0.0001%
Richard Karl Goeltz	7,500	0.0003%
Euleen Goh	0	0.0000%
Michael Hawker	5,000	0.0002%
Carole Piwnica	2,500	0.0001%
Leslie Van de Walle	2,485	0.0001%
Russell Walls	4,000	0.0001%
Scott Wheway	13,579	0.0005%
	Number of Ordinary Shares held	Percentage of the issued Ordinary Shares
Name of senior manager
John Ainley	156,053	0.0055%
Alain Dromer	1,934	0.0001%
Richard Hoskins	0	0.0000%
Simon Machell	240,756	0.0085%
Amanda Mackenzie	80,471	0.0029%
Robin Spencer	145,491	0.0052%

4.2 Other interests

Certain Directors and senior managers have the following interests in Ordinary Shares under a number of incentive plans:

Name of Director	Name of share plan and award type	Grant date	No of shares subject to award/ option	Award price (pence)	Option price (pence)	Vesting/first exercisable date
Andrew Moss	Annual Bonus Plan 2005:
	Restricted Share Award	26/03/2009	115,365	256.00	0.00	26/03/2012
	Restricted Share Award	30/03/2010	104,702	386.00	0.00	30/03/2013
			220,067
	Executive Share Option Plan 2005:
	Approved Option	30/03/2010	7,772	0.00	386.00	30/03/2013
			7,772
	Long Term Incentive Plan 2005:
	Conditional Award	26/03/2009	632,324	256.00	0.00	26/03/2012
	Conditional Award	30/03/2010	419,365	386.00	0.00	30/03/2013
			1,051,689
	One Aviva Twice the Value:
	Conditional Award	26/03/2009	195,876	256.00	0.00	26/03/2012
	Conditional Award	30/03/2010	177,770	386.00	0.00	30/03/2013
			373,646
Savings Related Share Option Plan:
	5 Year Option	27/09/2005	3,279	0.00	491.00	01/12/2010
			3,279

Name of Director	Name of share plan and award type	Grant date	No of shares subject to award/ option	Award price (pence)	Option price (pence)	Vesting/first exercisable date
Patrick Regan	CFO Recruitment Share Awards Plan:
	Restricted Share Award	11/03/2010	85,196	380.22	0.00	22/02/2012
	Restricted Share Award	11/03/2010	85,197	380.22	0.00	22/02/2013
			170,393
	CFO Recruitment Share Awards Plan:
	Restricted Share Award	30/03/2010	43,231	386.00	0.00	30/03/2013
			43,231
	CFO Recruitment Share Awards Plan:
	Conditional Award	30/03/2010	55,051	386.00	0.00	30/03/2013
			55,051
	Executive Share Option Plan 2005:
	Approved Option	30/03/2010	7,772	0.00	386.00	30/03/2013
			7,772
	Long Term Incentive Plan 2005:
	Conditional Award	30/03/2010	233,160	386.00	0.00	30/03/2013
		233,160
Savings Related Share Option Plan:
3 Year Option	29/09/2010	2,903	0.00	310.00	01/12/2013
			2,903
Mark Hodges	Annual Bonus Plan 2005:
	Restricted Share Award	26/03/2009	81,609	256.00	0.00	26/03/2012
	Restricted Share Award	30/03/2010	51,118	386.00	0.00	30/03/2013
			132,727
	Executive Share Option Plan 2005:
	Approved Option	30/03/2010	7,772	0.00	386.00	30/03/2013
			7,772
	Long Term Incentive Plan 2005:
	Conditional Award	26/03/2009	304,687	256.00	0.00	26/03/2012
	Conditional Award	30/03/2010	233,160	386.00	0.00	30/03/2013
			537,847
	Once Aviva Twice the Value:
	Conditional Award	26/03/2009	103,921	256.00	0.00	26/03/2012
	Conditional Award	30/03/2010	65,094	386.00	0.00	30/03/2013
			169,015
Savings Related Share Option Plan:
3 Year Option	27/09/2007	1,705	0.00	563.00	01/12/2010
			1,705
Igal Mayer	Annual Bonus Plan 2005:
	Deferred Award	26/03/2009	85,982	256.00	0.00	26/03/2012
	Deferred Award	30/03/2010	51,155	386.00	0.00	30/03/2013
			137,137
	Long Term Incentive Plan 2005:
	Conditional Award	26/03/2009	192,871	256.00	0.00	26/03/2012
	Phantom Conditional Award	30/03/2010	433,296	386.00	0.00	30/03/2013
			626,167
	One Aviva Twice the Value:
	Conditional Award	26/03/2009	64,486	256.00	0.00	26/03/2012
Conditional Award	30/03/2010	38,366	386.00	0.00	30/03/2013

Name of Senior Manager	Award type	Grant date	No of shares subject to award/ option	Award price (pence)	Option price (pence)	Vesting/first exercisable date
John Ainley	Annual Bonus Plan 2005: Restricted Share Award	26/03/2009	43,169	256.00	0.00	26/03/2012
Restricted Share Award	30/03/2010	38,904	386.00	0.00	30/03/2013
		82,073
Executive Share Option Plan 2005: Approved Option	30/03/2010	7,772	0.00	386.00	30/03/2013
		7,772
Long Term Incentive Plan 2005: Conditional Award	26/03/2009	170,898	256.00	0.00	26/03/2012
Conditional Award	30/03/2010	113,341	386.00	0.00	30/03/2013
		284,239
One Aviva Twice the Value: Conditional Award	26/03/2009	54,971	256.00	0.00	26/03/2012
Conditional Award	30/03/2010	49,541	386.00	0.00	30/03/2013
		104,512
Alain Dromer	Savings Related Share Option Plan: 7 Year Option	30/09/2009	5,158	0.00	316.00	01/12/2016
		5,158
Richard Hoskins	Long Term Incentive Plan 2005: Phantom Conditional Award	30/03/2010	273,554	386.00	0.00	30/03/2013
		273,554
One Aviva Twice the Value: Phantom Conditional Award	30/03/2010	16,386	386.00	0.00	30/03/2013
		16,386
Simon Machell	Annual Bonus Plan 2005: Deferred Award	26/03/2009	107,974	256.00	0.00	26/03/2012
Deferred Award	30/03/2010	105,198	386.00	0.00	30/03/2013
		213,172
Long Term Incentive Plan 2005: Conditional Award	26/03/2009	263,739	256.00	0.00	26/03/2012
Conditional Award	30/03/2010	126,295	386.00	0.00	30/03/2013
		390,034
One Aviva Twice the Value: Conditional Award	26/03/2009	80,981	256.00	0.00	26/03/2012
Conditional Award	30/03/2010	78,898	386.00	0.00	30/03/2013
		159,879
Amanda Mackenzie	Annual Bonus Plan 2005: Restricted Share Award	26/03/2009	34,102	256.00	0.00	26/03/2012
Restricted Share Award	30/03/2010	34,262	386.00	0.00	30/03/2013
		68,364
Executive Share Option Plan 2005: Approved Option	30/03/2010	7,772	0.00	386.00	30/03/2013
		7,772
Long Term Incentive Plan 2005: Conditional Award	26/03/2009	117,187	256.00	0.00	26/03/2012
Conditional Award	30/03/2010	97,150	386.00	0.00	30/03/2013
		214,337
One Aviva Twice the Value: Conditional Award	26/03/2009	43,426	256.00	0.00	26/03/2012
Conditional Award	30/03/2010	43,630	386.00	0.00	30/03/2013
		87,056
Savings Related Share Option Plan: 5 Year Option	30/09/2009	4,920	0.00	316.00	01/12/2014
		4,920

Name of Senior Manager	Award type	Grant date	No of shares subject to award/ option	Award price (pence)	Option price (pence)	Vesting/first exercisable date
Robin Spencer	Annual Bonus Plan 2005:
	Restricted Share Award	26/03/2009	48,778	256.00	0.00	26/03/2012
	Restricted Share Award	30/03/2010	28,377	386.00	0.00	30/03/2013
			77,155
	Executive Share Option Plan 2005:
	Approved Option	30/03/2010	7,772	0.00	386.00	30/03/2013
			7,772
	Long Term Incentive Plan 2005:
	Conditional Award	26/03/2009	157,899	256.00	0.00	26/03/2012
	Conditional Award	30/03/2010	113,341	386.00	0.00	30/03/2013
			271,240
	One Aviva Twice the Value:
	Conditional Award	26/03/2009	41,409	256.00	0.00	26/03/2012
	Conditional Award	30/03/2010	36,135	386.00	0.00	30/03/2013
			77,544
Executive Share Option Plan:
Unapproved Option	31/08/2001	6,011	1,035.00	1,035.00	31/08/2004
		6,011

5. Details of the service contracts of the Directors

Details of the service contracts of the Directors, other than Igal Mayer, are set out on page 130 of Aviva's 2010 Annual Report and Accounts. The key terms of service contract of Igal Mayer, who joined the Board on 19 January 2011, are identical to those of the other Directors but with an effective commencement date of 19 January 2011 and details of his remuneration are set out on page 136 of Aviva's 2010 Annual Report and Accounts.

6. Major interests in shares

Set out in the table below are the names of those persons who, so far as Aviva is aware, are interested, directly or indirectly, in $3\%$ or more of the total voting rights attaching to the issued Ordinary Shares as at 11 April 2011 (being the latest practicable date prior to the publication of this document):

Name of Ordinary Shareholder	Number of Ordinary Shares held	Percentage of the total voting rights
Franklin Resources, Inc and its subsidiaries and affiliates	192,678,120	6.83%
BlackRock, Inc and its subsidiaries	137,224,505	4.86%
Legal & General Group plc	110,128,385	3.90%
AXA S.A. and its group companies	106,788,176	3.79%

7. Material contracts

7.1 Placing Agreement

Details of the terms of the Placing Agreement are set out in Part III (Principal terms of the proposed Partial Disposal) of this document.

7.2 Strategic Investment Agreement

The Strategic Investment Agreement was entered into on 16 October 2009 by Aviva, Delta Lloyd and CGU IH, prior to and in anticipation of the Delta Lloyd IPO and, in addition to Delta Lloyd's articles of association, governs the relationship between the parties in respect of CGU IH's holding of Delta Lloyd Shares.

Information and reporting

Delta Lloyd is required to provide Aviva with certain financial and other information to enable Aviva to satisfy its ongoing financial reporting, audit and other legal and regulatory requirements (including Aviva’s tax, risk management and control procedures). It is taken into account that Delta Lloyd is required to comply with legal obligations concerning the content and timing of disclosure and rules on selective disclosure. Delta Lloyd is required to plan to publish its periodic financial reports on the same day as Aviva’s report for the same period. Aviva has agreed not to use the information supplied to it by Delta Lloyd for any other purpose than to satisfy the relevant requirements applicable to it.

Delta Lloyd has agreed to implement processes and procedures aimed at enabling Aviva to certify its compliance with the Sarbanes-Oxley Act of 2002 as long as Aviva holds more than 20% of the voting rights in Delta Lloyd.

Restriction on the delegated authority to issue shares

Delta Lloyd’s Executive Board has the authority, with the approval of the Supervisory Board, to issue further Delta Lloyd Shares of up to 10% of its issued and outstanding share capital at the time of issue. This authority is increased to up to 20% if the Delta Lloyd Shares are to be issued in the context of a merger or takeover. The Executive Board has the authority (with the approval of the Supervisory Board) to limit or exclude rights of pre-emption when issuing Delta Lloyd Shares under this authority. The authority to issue Delta Lloyd Shares will expire on 12 October 2012 (but may be renewed by authority granted at a general meeting of Delta Lloyd).

If the Executive Board seeks to renew such authority, for as long as Aviva directly or indirectly holds 15% of the Delta Lloyd Shares, the Executive Board shall not propose that the delegated authority be granted for a period in excess of 18 months.

The Executive Board cannot exercise its authority to allot shares without Aviva’s consent (which may be granted or withheld at its discretion) if the issue of such Delta Lloyd Shares would result in Aviva’s direct or indirect shareholding in Delta Lloyd being diluted below (i) 50% or (ii) 20% of the Delta Lloyd Shares in issue after such issuance. Since the Partial Disposal will result in Aviva indirectly holding less than 50% of the Delta Lloyd Shares in issue, following the Partial Disposal only the right to withhold consent if the issuance would dilute Aviva’s direct or indirect shareholding in Delta Lloyd below 20% will be of continuing significance.

Orderly market arrangements

Aviva, CGU IH and their affiliates must conduct a transfer of Delta Lloyd Shares held by them in an orderly market manner to avoid as much as is possible a negative impact on the price of Delta Lloyd Shares as a result of such transfer. Delta Lloyd is required to cooperate to a reasonable extent with Aviva and CGU IH to optimise the transfer of any Delta Lloyd Shares. Aviva and CGU IH are required to cooperate with Delta Lloyd so that the Delta Lloyd’s shareholder base is diversified and trading volumes and liquidity are enhanced.

Aviva, CGU IH and their affiliates may conduct a transfer of their Delta Lloyd Shares by means of:

trading in a regulated market, provided that no more than 5% of the issued share capital of Delta Lloyd may be sold and transferred in this way in any two-month period;
a fully marketed offering, provided that this may take place only once every six months;
a bought deal (being a transfer of Delta Lloyd Shares which results in an investment bank taking a risk position) of up to 10% of the issued share capital of Delta Lloyd; and
an accelerated bookbuild offering of up to 15% of the issued share capital of Delta Lloyd,

without seeking Delta Lloyd’s prior consent. The Partial Disposal is being effected as an accelerated bookbuild offering.

Aviva, CGU IH and their affiliates may not (subject to certain exceptions) sell 5% or more of the Delta Lloyd Shares to “competitor strategic investors” as part of any one fully marketed offering, a bought deal and/or accelerated bookbuild offering without Delta Lloyd’s prior consent. This provision shall terminate when Aviva’s economic interest directly or indirectly falls below 10%. A “competitor strategic investor” is defined as (i) a financial institution which has greater than €500 million of insurance premiums in the Dutch market, (ii) an insurance group with a market capitalisation over €5 billion, or (iii) a publicly listed investment company with a stated intent of acquiring operational control of insurance groups. A list of the parties identified as “competitor strategic investors” immediately prior to the Delta Lloyd IPO is annexed to the Strategic Investment Agreement and the parties have agreed to update this list from time to time.

These orderly market arrangements shall terminate at the earlier of: (i) five years following the completion of the Delta Lloyd IPO; or (ii) when Aviva’s economic interest in the Delta Lloyd falls below 20%. These provisions shall also terminate if Delta Lloyd is not willing to assist Aviva and/or the CGU IH in preparing a fully marketed offering of no less than 10% or €250 million of Delta Lloyd Shares.

Tag along right

If Delta Lloyd effects a primary offering of its ordinary shares, Aviva or CGU IH may, alongside this offering, offer Delta Lloyd Shares held by them equivalent to 25% of the amount to be raised by Delta Lloyd, or 10% of the total issued and outstanding Delta Lloyd Shares, whichever amount is less.

Restriction on public bid

Aviva and CGU IH have undertaken not to make a public offer for Delta Lloyd without the support of Delta Lloyd’s Executive and Supervisory Boards. Aviva and CGU IH furthermore have undertaken not to do anything that would trigger Aviva and/or CGU IH having to make a mandatory offer for Delta Lloyd, unless it has the support of the Executive and Supervisory Boards. Likewise, Delta Lloyd will refrain from taking any action that would trigger Aviva and/or CGU IH having to make a mandatory offer for Delta Lloyd.

Supervisory Board

Delta Lloyd’s Supervisory Board shall consist of nine members. Aviva has the right to nominate two Supervisory Board members (each an “Aviva Supervisory Board Member”) and to nominate and propose replacements for Aviva Supervisory Board Members.

Aviva’s right to nominate Aviva Supervisory Board Members and to nominate and propose replacements for the Aviva Supervisory Board Members:

will drop to a right to nominate a single Aviva Supervisory Board Member if Aviva directly or indirectly holds less than 35% of the issued share capital of Delta Lloyd; and
will lapse altogether if Aviva directly or indirectly holds less than 15% of the issued share capital of Delta Lloyd.

Aviva’s nomination right will not be reinstated should Aviva’s shareholding subsequently re-exceed the relevant thresholds.

Guarantee

Aviva has unconditionally and irrevocably guaranteed to Delta Lloyd the performance by CGU IH or any of its affiliates of all of its obligations under the Strategic Investment Agreement.

Termination

Except for certain specific termination provisions, the other provisions of the Strategic Investment Agreement shall terminate if Aviva, directly or indirectly, holds less than 15% of the issued share capital of Delta Lloyd.

Governing Law

The Strategic Investment Agreement is governed by Dutch law and any disputes arising from the Strategic Investment Agreement will be settled exclusively before the competent court in Amsterdam, the Netherlands.

Litigation

There are no, nor have there been any, governmental, legal or arbitration proceedings (nor is Aviva aware of any such proceedings being pending or threatened by or against any member of the Retained Group) which may have, or during the last twelve months prior to the date of this document have had, a significant effect on the financial position or profitability of the Retained Group.

There are no, nor have there been any, governmental, legal or arbitration proceedings (nor is Aviva aware of any such proceedings being pending or threatened by or against any member of the Delta Lloyd Group) which may have, or during the last twelve months prior to the date of this document have had, a significant effect on the financial position or profitability of the Delta Lloyd Group.

Working Capital

Aviva and the Directors are of the opinion that, taking into account the cash and other facilities available to the Retained Group, the Retained Group has sufficient working capital available to it for its present requirements, that is, for at least the next twelve months from the date of publication of this document.

Consents

Morgan Stanley & Co. International plc has given, and has not withdrawn, its consent to the inclusion in this document of the references to its name in the form and context in which they are included.

Ernst & Young LLP is a member firm of the Institute of Chartered Accountants in England and Wales and has given, and not withdrawn, its written consent to the inclusion of its reports on the unaudited pro forma financial information in Part V (Unaudited pro forma financial information relating to the Group) of this document and the other references to its name in this document, in the form and context in which they are included.

Significant change

Save for the expectation (based on the information available to Aviva at the date of this document) that life and pensions new business volumes in Q1 2011 will be approximately 10% to 15% lower than in the first quarter of 2010 (as disclosed in paragraph 7.1 of Part I (Letter from the Chairman of Aviva) of this document), there has been no significant change in the financial or trading position of the Retained Group since 31 December 2010, being the date to which the last audited financial information for the Group has been prepared.

Save for the partial reversal in Q1 2011 of the positive investment variance seen in the Delta Lloyd business during 2010 (as disclosed in paragraph 7.1 of Part I (Letter from the Chairman of Aviva) of this document), there has been no significant change in the financial or trading position of the Delta Lloyd Group since 31 December 2010, being the date to which the financial information in Part IV (Financial information relating to the Delta Lloyd Group) of this document has been prepared.

Related party transactions

Details of related party transactions (which for these purposes are those set out in the standards adopted according to Regulation (EC) No 1606/2002), Aviva has entered into:

(A) during the financial year ended 31 December 2008 are disclosed in accordance with the respective standard adopted according to Regulation (EC) No 1606/2002 in note 58 on page 277 of Aviva's 2008 Annual Report and Accounts;

(B) during the financial year ended 31 December 2009 are disclosed in accordance with the respective standard adopted according to Regulation (EC) No 1606/2002 in note 59 on pages 273 and 274 of Aviva's 2009 Annual Report and Accounts; and
(C) during the financial year ended 31 December 2010 are disclosed in accordance with the respective standard adopted according to Regulation (EC) No 1606/2002 in note 60 on page 305 of Aviva's 2010 Annual Report and Accounts.

The nature of the related party transactions of the Group has not changed from 1 January 2011 up to 11 April 2011 (the latest practicable date prior to the publication of this document) from those described in paragraphs (A) to (C) above. During the period from 1 January 2011 up to 11 April 2011, there have been no other related party transactions requiring disclosure.

13. Source of financial information

Unless otherwise stated, all financial information disclosed in this document has been extracted without material adjustment from Aviva's 2010 Annual Report and Accounts.

14. Information incorporated by reference

Information from the following documents has been incorporated into this document by reference:

Documents containing information incorporated by reference	Paragraph of this document which refers to the document containing information incorporated by reference	Where the information can be accessed by Ordinary Shareholders
Aviva’s 2008 Annual Report and Accounts	Part VI, paragraph 12	http://www.aviva.com/reports/2008ar/
Aviva’s 2009 Annual Report and Accounts	Part VI, paragraph 12	http://www.aviva.com/reports/2009ar/
Aviva’s 2010 Annual Report and Accounts	Part VI, paragraphs 5 and 12	http://www.aviva.com/reports/2010ar/

A copy of each of the documents listed above is available for inspection in accordance with paragraph 15 below.

15. Documents available for inspection

Copies of the following documents will be available for inspection at the offices of Aviva at St. Helen's, 1 Undershaft, London EC3P 3DQ during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) up to and including the date of the Extraordinary General Meeting, and at the place of the Extraordinary General Meeting from 15 minutes prior to its commencement until its conclusion:

(A) the articles of association of Aviva;
(B) the articles of association of Delta Lloyd;
(C) Aviva's 2008 Annual Report and Accounts;
(D) Aviva's 2009 Annual Report and Accounts;
(E) Aviva's 2010 Annual Report and Accounts;
(F) the unaudited pro forma financial information relating to the Group prepared on an IFRS basis, together with Ernst & Young LLP's report thereon;
(G) the unaudited pro forma financial information relating to the Group prepared on a MCEV basis, together with Ernst & Young LLP's report thereon;
(H) the Placing Agreement;

(I) the Strategic Investment Agreement;
(J) the consent letters of Morgan Stanley & Co. International plc and Ernst & Young LLP referred to in paragraph 10 above; and
(K) this document.

13 April 2011

PART VII

DEFINITIONS

The following terms have the following meanings in this document:

"Aviva"
means Aviva plc, a public limited company incorporated in England and Wales with registered number 2468686 and with its registered office at St. Helen’s, 1 Undershaft, London EC3P 3DQ;

"Aviva’s 2008 Annual Report and Accounts"
means the annual report and accounts prepared by Aviva for the financial year ended 31 December 2008;

"Aviva’s 2009 Annual Report and Accounts"
means the annual report and accounts prepared by Aviva for the financial year ended 31 December 2009;

"Aviva’s 2010 Annual Report and Accounts"
means the annual report and accounts prepared by Aviva for the financial year ended 31 December 2010;

"Aviva ADR"
means Aviva’s American Depository Receipts. Aviva’s Ordinary Shares are quoted on the New York Stock Exchange in the form of American Depositary Shares (“Aviva ADSs”). The Aviva ADSs are represented by Aviva ADRs, under a sponsored Level II ADR facility administered by Citibank, N.A., as depositary, in the United States, with each Aviva ADS representing two Ordinary Shares;

"Aviva ADS"
has the meaning given to it in the definition of Aviva ADR;

"Board"
means the board of directors of Aviva;

"Bookrunners"
means Morgan Stanley and Goldman Sachs International;

"CGU IH"
means CGU International Holdings B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, whose registered office is at St. Helen’s, 1 Undershaft, London EC3P 3DQ, United Kingdom, registered in the Dutch Commercial register under number 34108504;

"Companies Acts"
has the meaning given in section 2 of the Companies Act 2006;

"Company"
means Aviva;

"Completion"
means the completion of the sale of the Relevant Delta Lloyd Shares pursuant to the Placing Agreement;

"COR"
means combined operating ratio;

"CREST"
means the system of paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with Uncertificated Securities Regulations 2001 (SI 2001/3755);

"CREST Manual"
means the manual, as amended from time to time, produced by CRESTCo describing the CREST system and supplied by CRESTCo Limited to users and participants thereof;

"CREST Proxy Instructions"
means the instruction whereby CREST members send a CREST message appointing a proxy for the meeting and instructing the proxy on how to vote;

“Delta Lloyd”
means Delta Lloyd N.V., a public limited liability company (naamloze vennootschap) a company incorporated under the laws of the Netherlands, whose statutory seat is in Amsterdam, the Netherlands and whose principal office is at Amstelplein 6, 1096 BC, the Netherlands, registered in the Dutch Commercial register under number 33121461;

“Delta Lloyd Group”
means Delta Lloyd and its subsidiaries and subsidiary undertakings;

“Delta Lloyd IPO”
means the initial public offering of the Delta Lloyd Shares in November 2009 and their listing on NYSE Euronext Amsterdam;

“Delta Lloyd Shares”
means the ordinary shares of €0.20 each in the capital of Delta Lloyd;

“Directors”
means the directors of Aviva;

“Euro/Sterling Exchange Rate”
means a rate of €1:£0.8832, being the closing rate as published by Bloomberg in the United Kingdom on 11 April 2011, being the latest practicable date prior to the publication of this document;

“Extraordinary General Meeting”
means the general meeting of Aviva convened by the notice which is set out at the end of this document to be held at the Barbican Centre, Silk Street, London EC2Y 8DS on 4 May 2011 at 12.30 p.m. (or as soon thereafter as Aviva’s annual general meeting convened for 11.00 a.m. on the same day and at the same place shall have concluded or been adjourned) or any reconvened meeting following any adjournment thereof;

“Form of Proxy”
means the form of proxy or, for members of the Aviva Share Account, the voting instruction form, accompanying this document (for those Ordinary Shareholders who have not elected to receive shareholder communications in electronic form) for use by Ordinary Shareholders in connection with the Extraordinary General Meeting;

“FSA”
means the Financial Services Authority of the United Kingdom;

“FSMA”
means the Financial Services and Markets Act 2000, as amended;

“Goldman Sachs International”
means Goldman Sachs International, an unlimited company incorporated in England and Wales with registration number 2263951 and having its registered office at Peterborough Court, 133 Fleet Street, London EC4A 2BB;

“Gross Consideration”
means £381 million, being the total number of Relevant Delta Lloyd Shares multiplied by the Offer Price and converted to Sterling at the Euro/Sterling Exchange Rate;

“Group”
means Aviva and its subsidiaries and subsidiary undertakings;

“IFRS”
means International Financial Reporting Standards as adopted for use in the European Union;

“IGD Capital Resources”
means the regulatory capital resources as defined in the European Insurance Groups Directive (98/78/EC);

“IGD Surplus”
means the excess of IGD Capital Resources over the IGD Capital Resource requirement;

“IPO”	means initial public offering;
“IRR”	means internal rate of return;
“Listing Rules”	means the Listing Rules made by the FSA pursuant to FSMA governing,inter alia, admission of securities to the Official List of the FSA;
“London Stock Exchange”	means London Stock Exchange plc or any recognised investment exchange for the purposes of FSMA which may take over the functions of London Stock Exchange plc;
“MCEV”	means Aviva’s Market Consistent Embedded Value methodology which is in accordance with the MCEV Principles published by the CFO Forum in June 2008 as amended in October 2009;
“Morgan Stanley”	means Morgan Stanley & Co. International plc;
“Offer Price”	means the price at which the Placees have agreed to acquire the Relevant Delta Lloyd Shares, being €17.25 per Relevant Delta Lloyd Share (£15.23 at the Euro/Sterling Exchange Rate);
“Offers”	means the binding offers for the Delta Lloyd Shares received by the Bookrunners from the Placees, solicited by the Bookrunner under the Placing Agreement;
“Operational Capital Generation”	means the operating movement in Aviva’s free capital in the year, being the operating free surplus emergence including the release of required capital for life in-force business, IFRS operating profits for general insurance and non-life business and the capital invested through the sale of new business, and “Operational Cash Generated” shall be construed accordingly;
“Ordinary Shares”	means ordinary shares of 25 pence each in the capital of Aviva;
“Ordinary Shareholders”	means holders of Ordinary Shares;
“Partial Disposal”	means the proposed disposal of the Relevant Delta Lloyd Shares pursuant to the Placing Agreement;
“Partial Disposal Resolution”	means the ordinary resolution as set out in the notice of Extraordinary General Meeting at page 51 of this document;
“Placees”	means those investors from whom the Bookrunners have received Offers;
“Placing Agreement”	means the agreement dated 11 April 2011, between Aviva, CGU IH and the Bookrunners, pursuant to which the Bookrunners undertook to solicit and receive offers in respect of the Relevant Delta Lloyd Shares held by CGU IH. A full description of the terms of the Placing Agreement is set out in Part III (Principal terms of the proposed Partial Disposal) of this document;
“Registrar”	means Equiniti Limited of Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA;
“Relevant Delta Lloyd Shares”	means the 25,000,000 Delta Lloyd Shares held by CGU IH which are the subject of the Placing Agreement;

“Retained Group”
means Aviva and its subsidiaries and subsidiary undertakings following the Partial Disposal, and shall not include the Delta Lloyd Group. The Retained Group’s 42.7% stake in the issued ordinary share capital of Delta Lloyd (including treasury shares) following the Partial Disposal will be treated as an associate of the Retained Group;

“S&P”
means Standard & Poor’s Financial Services LLC;

“Sponsor”
means Morgan Stanley & Co. International plc;

“Sponsor’s Agreement”
means the agreement pursuant to which Morgan Stanley has agreed to act as the sponsor for this transaction in accordance with Chapter 8 of the Listing Rules;

“Strategic Investment Agreement”
means the agreement described in paragraph 7.2 of Part VI (Additional information) of this document;

“subsidiary” and “subsidiary undertaking”
have the meanings given to them in sections 1159 and 1162 (respectively) of the Companies Act 2006; and

“UKLA”
means the UK Listing Authority being the FSA acting in its capacity as the competent authority for the purposes of Part VI of FSMA.

AVIVA

Aviva plc

(Registered in England and Wales no. 2468686)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Aviva plc (the "Company") will be held at the Barbican Centre, Silk Street, London EC2Y 8DS on 4 May 2011 at 12.30 p.m. (or as soon thereafter as Aviva's annual general meeting convened for 11.00 a.m. on the same day and at the same place shall have concluded or been adjourned) to consider and, if thought fit, to pass the following resolution as an ordinary resolution of the Company:

Ordinary Resolution

THAT the disposal of 25,000,000 ordinary shares in Delta Lloyd N.V., which comprise approximately 15.1% of the issued ordinary share capital of Delta Lloyd N.V. (excluding treasury shares), held by the Company's wholly owned subsidiary, CGU International Holdings B.V. (the "Partial Disposal") and described in the circular to shareholders dated 13 April 2011 of which this Notice forms part (the "Circular") on the terms and subject to the conditions set out in the Circular with such modifications (if any) as may be made to them in the manner specified below is hereby approved for the purposes of Chapter 10 of the Listing Rules of the Financial Services Authority and the Board of Directors of the Company be and is hereby authorised to conclude and implement the Partial Disposal in accordance with such terms and conditions and to make non-material modifications to and non-material variations, waivers and extensions of any of the terms of the Partial Disposal and of any documents and arrangements connected with the Partial Disposal.

By order of the Board

Kirstine Cooper
Group General Counsel and Company Secretary
Aviva plc
St. Helen's
1 Undershaft
London EC3P 3DQ

13 April 2011

NOTES

This is the formal notice to Ordinary Shareholders of the Extraordinary General Meeting and gives you information as to the date, time and place and the business to be considered at the meeting. If there is anything you do not understand, please talk to an appropriate professional adviser.
If you have recently sold or transferred all your Ordinary Shares, please send this document and the accompanying documents to the person to whom you sold your Ordinary Shares or the person who sold the shares for you (who can then send them to the new owner of the Ordinary Shares). To have the right to attend and vote at the Extraordinary General Meeting, you must hold Ordinary Shares and your shareholding must be entered on the register of members by 6.00 p.m. on Thursday, 28 April 2011.
Ordinary Shareholders are entitled to appoint a proxy to exercise any or all of their rights to attend, speak and vote at the Extraordinary General Meeting. If a shareholder wants their proxy to speak on their behalf, they must appoint someone other than the chairman as their proxy. A proxy need not be an Ordinary Shareholder. An Ordinary Shareholder may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to different shares. Completion and return of the

Form of Proxy issued with hard copies of this Notice of Extraordinary General Meeting will appoint the appropriate proxy. Alternatively, proxy instructions can be registered electronically through www.aviva.com/egm. Aviva Share Account members may instruct Equiniti Corporate Nominees Limited to vote on their behalf on a poll and participants in the Group's all employee share ownership plans may instruct the trustee to vote on their behalf on a poll. A person who is not an Ordinary Shareholder, but has been nominated by an Ordinary Shareholder to enjoy information rights in accordance with section 146 of the Companies Act 2006 (the "Act") (a "nominated person"), does not have a right to appoint a proxy. Nominated persons may have a right under an agreement with the Ordinary Shareholder to be appointed (or to have someone else appointed) as a proxy for the meeting. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under an agreement with the relevant Ordinary Shareholder to give instructions as to the exercise of voting rights.

Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of the same powers as the corporation could exercise if it were an individual member, provided they do not do so in relation to the same shares.
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, Aviva specifies that only those Ordinary Shareholders registered on the relevant Register of Members of Aviva as at 6.00 p.m. on Thursday, 28 April 2011 shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time, or in the event of an adjournment of this meeting, Ordinary Shareholders on the register of members 48 hours (excluding non-working days) before the scheduled time for the adjourned meeting. Changes to entries on the relevant Register of Members after 6.00 p.m. on that date shall be disregarded in determining the rights of any person to attend or vote at the meeting.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Extraordinary General Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual (available at www.euroclear.com/CREST). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting services provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual available at www.euroclear.com/CREST. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by the latest time for receipt of proxy appointments specified in this document. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting services provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. Aviva may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.
Holders of Aviva American Depositary Receipts ("ADRs") as of the US record date, 21 April 2011, will be entitled to attend, speak and vote at the Extraordinary General Meeting. If ADR holders do not intend to attend the meeting, they may appoint Citibank N.A., the ADR Depositary Bank, to vote as their proxy. If ADR holders would like Citibank N.A. to vote on their behalf, they should complete and return the ADR voting instruction card to the Aviva ADR Depositary Bank, to arrive by the voting deadline as stipulated on the Depositary Notice and voting card.
Ordinary Shareholders have the right to ask questions relating to the business of the Extraordinary General Meeting and Aviva has an obligation to answer such questions unless they fall within any of the statutory exceptions. No answer will therefore be required to be given if: (i) it is undesirable in the interest of Aviva or the good order of the Extraordinary General Meeting, if to do so would unduly interfere with the preparation for the meeting or involve the disclosure of confidential information; or (ii) if the answer has already been given on a website in the form of an answer to a question.
At the close of business on 11 April 2011 (being the last practicable business day prior to the publication of this Notice of Extraordinary General Meeting) the issued share capital of Aviva was 2,820,937,618 ordinary shares of 25 pence each, 100,000,000 8½ cumulative irredeemable preference shares of £1 each and 100,000,000 8½ cumulative irredeemable preference shares of £1 each. Each Ordinary Share carries the right to one vote. Therefore, the total voting rights in Aviva as at the close of business on 11 April 2011 was 2,820,937,618.
A copy of this Notice of Extraordinary General Meeting, and other information required by section 311A of the Companies Act 2006, can be found at www.Aviva.com/egm.
You may not use any electronic address provided in either this Notice of Extraordinary General Meeting or any related documents (including the Form of Proxy) to communicate with Aviva for any purposes other than those expressly stated. Please note that any electronic communication sent to Aviva or the Registrar that is found to contain a computer virus will not be accepted.

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Aviva PLC — Proxy Solicitation & Information Statement 2011

4708_rns_2011-04-13_bbae2769-618b-4cda-98c2-b94216df92e0.pdf

Proposed partial disposal by Aviva plc’s wholly owned subsidiary

CONTENTS

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

NOTES:

Proposed partial disposal by Aviva’s wholly owned subsidiary, CGU IH, of shares in Delta Lloyd and Notice of Extraordinary General Meeting

1. Introduction

2. Background to and reasons for the Partial Disposal

3. Summary of the principal terms of the Partial Disposal

4. Financial effects of the Partial Disposal and use of proceeds

5. Information on Delta Lloyd

6. Board, management and employees

7.2 Prospects

8. Risk Factors

9. Exchange rate

10. Extraordinary General Meeting

11. Action to be taken

12. Recommendation

PART II

RISK FACTORS

1. Risks related to the Partial Disposal taking place

1.1 Loss of control

1.2 Exposure to costs and other liabilities under the Placing Agreement and Sponsor’s Agreement

1.3 The Partial Disposal may lead to a review of the credit ratings of members of the Delta Lloyd Group

2. Risks relating to the Partial Disposal not taking place

PART III

PRINCIPAL TERMS OF THE PROPOSED PARTIAL DISPOSAL

1. Document, parties and placing

2. Commission

3. Conditions and termination

4. Representations and warranties

PART IV

FINANCIAL INFORMATION RELATING TO THE DELTA LLOYD GROUP

PART V

UNAUDITED PRO FORMA FINANCIAL INFORMATION RELATING TO THE GROUP

(A) Unaudited pro forma financial information relating to the Group prepared on an IFRS basis

Notes

Notes

Notes

Opinion

Notes

Aviva plc

Responsibilities

Basis of opinion

Opinion

4.2 Other interests

5. Details of the service contracts of the Directors

6. Major interests in shares

7. Material contracts

7.1 Placing Agreement

7.2 Strategic Investment Agreement

Information and reporting

Restriction on the delegated authority to issue shares

Orderly market arrangements

Tag along right

Restriction on public bid

Supervisory Board

Guarantee

Termination

13. Source of financial information

14. Information incorporated by reference

15. Documents available for inspection

PART VII

DEFINITIONS

Aviva plc

NOTICE OF EXTRAORDINARY GENERAL MEETING

Ordinary Resolution

NOTES

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Aviva PLC Proxy Solicitation & Information Statement 2011