Aviva PLC — Share Issue/Capital Change 2012

May 2, 2012

APPLICATION FOR ADMISSION OF SECURITIES TO THE OFFICIAL LIST

Admission to the official list must be simultaneous with admission to trading on an RIE's market for listed securities. You will need to complete a separate application form to apply for trading on a RIE.

† - Indicates a section that is mandatory for all applications. Sections that do not apply should be struck-through as necessary.

To: The FSA

Date: 2 May 2012

AVIVA plc (the applicant) hereby applies for the securities described below to be admitted to the official list of the FSA.

Amounts and descriptions of securities for which application is now being made (include distinctive numbers if any). Where the securities are to be issued under a programme, give a description of the programme and the maximum amount (if any) of securities which may be listed at any one time†:
Issue of US$650,000,000 8.25% Fixed Rate Tier 1 Notes by Aviva plc
Where application is made for the listing of securities without a prospectus, we confirm that a prospectus is not required pursuant to the Financial Services and Markets Act (the "Act") for the reasons set out below (please ensure a sufficiently detailed explanation is given as to why the relevant exemptions apply):
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Public Offer (quote relevant sub-section of Prospectus Rule 1.2.2, or relevant part of S85 or S86 of the Act, or relevant part of Schedule 11A of the Act, and give the reason for the application of that exemption, or confirm the transaction falls outside of the scope of the definition of an offer as defined in the Prospectus Rules).
Admission to a regulated market (quote relevant part of S85 of the Act or the relevant sub-section of Prospectus Rule 1.2.3, or relevant part of Schedule 11A of the Act, and give the reason for the application of that exemption).
Furthermore we confirm that between the date of this application form and the date of admission we will not take any action that would otherwise require the publication of a prospectus in respect of the securities the subject of this application.
Where listing particulars would ordinarily be required in respect of the application but have not been prepared please confirm they are not required and the reason(s) why:
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Not applicable

The ISIN code(s) for each security to be admitted†:

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XS0778476340

Type of issue for which application is being made: (for example: placing; rights issue; block listing; issuance programme)†:
Drawdown under issuance programme

For issuance programme applications, please provide a primary contact(s) at the issuer for correspondence in relation to the programme for which admission is being sought:

Name(s):	Susan Sharrock Yates
Position(s):	Deputy Group Treasurer
Email Address(es):	susan.sharrockyates@aviva.com
Contact Telephone Number(s):	020 7662 7172

Please confirm which set of standards are applicable to the securities for which application is being made:

Note: For new lines of securities please ensure that the relevant Listing Category has been discussed and agreed with Listing Transactions prior to submitting the application.

Premium (Please tick the relevant box)

Equity Commercial Companies		Equity Closed Ended Investment Funds
Equity Open Ended Investment Companies

Standard (Please tick the relevant box)

Shares		GDRs
Debt	☑	Securitised Derivatives
MISC Securities

Please specify on which UK market(s) the applicant has applied to have these securities traded†:
London Stock Exchange’s Regulated Market

Please specify where else these securities are, or will be listed and whether the listing(s) are Premium or Standard (if such a distinction is made)†:
Not applicable

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| Which EEA State do you regard as your home member state for the purposes of the Transparency Directive (2004/109/EC?):
Queries in relation to this question should be directed to the Company Monitoring Helpdesk on 020 7066 8333, option 4 | |
| --- | --- |
| UK | |
| Account/Audit Information† | |
| Accounting Standards used by Issuer | International Financial Reporting Standards |
| Auditing Standards used by Issuer | International Standards on Auditing (UK and Ireland) |
| Information to be provided by a Public Sector Issuer that seeks admission of securities without a prospectus* | |
| --- | --- |
| Series Number: | Not Applicable |
| Issue Price: | Not Applicable |
| Specified Denominations: | Not Applicable |
| Issue Date: | Not Applicable |
| Maturity Date: | Not Applicable |
| Form of Securities: | Not Applicable |
| Listing: | Not Applicable |
| ISIN: | Not Applicable |

*Where this information is already set out in some other document describing the issue (such as final terms) it is sufficient to simply attach that document.

Confirmation

We acknowledge our obligations arising under the listing rules and the legal implications of listing under the Act. Accordingly, we confirm that:

1. all the requirements for listing in the listing rules, which are required to be fulfilled before the application is to be considered, have been fulfilled in relation to the issuer and the securities for which application is now made (save where otherwise agreed with the FSA);
2. all the documents and information required to be included in the application have been or will be supplied in line with the listing rules, and all other requirements of the FSA in respect of the application have been or will be complied with.
3. we undertake to comply with the listing rules so far as applicable to the issuer.
4. we acknowledge the obligation to comply with the requirement to publish a supplementary prospectus or supplementary listing particulars if, at any time after a

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prospectus or listing particulars have been approved such document would be required by the Act, the Prospectus Rules or the Listing Rules.

1. on admission the securities for which application has been made will be allotted (for equity securities) and in issue (for debt securities) pursuant to the appropriate board resolutions and with the appropriate authority (save in circumstances where the FSA has specifically agreed otherwise including inter alia block listings, applications by open-ended investment companies, applications for the admission of 'up to' amounts).

SIGNED BY
Director/company secretary/suitably experienced employee/duly authorised officer, for and on behalf of:

AVIVA plc

Name of applicant

Application to be heard on†:	N/A
Admission expected to be effective on†:	3 May 2012
Name(s) of contact(s) at applicant regarding the application†:	Susan Sharrock Yates
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Telephone number(s) of contact(s) at applicant regarding the application†:	020 7662 7172

511362362