Commentary & Deal Flow

Launched: 31.5NC11.5: €575m @ MS+158bp - Orderbook >€2.65bn (pre-rec)
Book Update: Orderbook >€2bn
IPTs: MS+190bp area

• Issuer: Aviva plc (Ticker: AVLN)
• LEI: YF0Y5B0IB8SM0ZFG9G81
• Issuer Ratings: A2/A/A+ (Moody's/S&P/Fitch)
• Expected Issue Ratings: A3/BBB+ (Moody's/Fitch)
• Instrument: Fixed to Floating Rate Dated Tier 2 Notes (“Notes”)
• Size: €575m
• Launched: MS+158bp
• Status and Subordination: Direct, unsecured and subordinated obligations of the Issuer ranking pari passu and without preference among themselves and, in the event of the winding-up (other than a solvent winding-up as more fully described in the Documentation), administration or analogous event or procedure of the Issuer, rank subordinated to the claims of all Senior Creditors of the Issuer but shall rank (a) at least pari passu with all other subordinated obligations of the Issuer which constitute, or would but for any applicable limitation on the amount of such capital constitute, Tier 2 Capital and all obligations which rank, or are expressed to rank, pari passu therewith; and (b) shall rank in priority to the claims of holders of (i) all obligations of the Issuer which constitute, or would but for any applicable limitation on the amount of such capital constitute, Tier 1 Capital and all obligations which rank, or are expressed to rank, pari passu therewith and (ii) all classes of share capital of the Issuer (as more fully described in the Documentation)
• Waiver of set-off: Applicable
• Settlement Date: 28-May-26 (T+6)
• Maturity Date: Interest Payment Date falling in November 2057 subject to Mandatory Redemption Deferral as outlined below
• Fixed Rate End Date: 28-Nov-37
• Optional Redemption Date(s): Any date from and including 28-May-37, to and including the Fixed Rate End Date (6-month par call), and each Interest Payment Date thereafter, subject to the permission, consent or non-objection of the Relevant Regulator (and the Relevant Regulator not having withdrawn its permission, consent or non-objection), compliance with the Solvency Condition, no prevailing Regulatory Deficiency Redemption Deferral Event and compliance with the Relevant Rules on such date, as more fully described in the Documentation
• Interest Rate: [●]% per annum (Actual / Actual - ICMA) payable annually in arrear until the Fixed Rate End Date. Coupon resets on the Fixed Rate End Date and every 3 months thereafter to the sum of 3-month Euribor + Initial Margin + Step-up (Actual / 360), payable quarterly in arrear
• Interest Payment Dates: 28 November in each year commencing on 28-Nov-26 (short first coupon) up to and including the Fixed Rate End Date. Thereafter, 28 February, 28 May, 28 August and 28 November in each year, commencing on 28-Feb-38, in each case subject to adjustment in accordance with the Business Day Convention
• Step-up: +100bps on the Fixed Rate End Date
• Redemption price: 100%
• Solvency Condition: All payments under or arising from the Notes (including payments of principal and/or interest) outside of a winding-up, administration or analogous event are conditional upon the Issuer being and immediately after such payment remaining solvent (as more fully described in the Documentation)
• Mandatory Interest Deferral: Mandatory deferral of interest on any Interest Payment Date if a Regulatory Deficiency Interest Deferral Event (as such event is more fully described in the Documentation and includes, without limitation, any event which causes any Solvency Capital Requirement or Minimum Capital Requirement to be breached) has occurred and is continuing or would occur if such payment of interest, including any Arrears of Interest, was made. All deferred interest is cumulative and non-compounding
• Optional Deferral of Interest: The Issuer may elect in respect of any Optional Interest Payment Date (other than a Compulsory Interest Payment Date) (as each such date is more fully described in the Documentation), to defer payment of all (but not some only) of the interest accrued to that date
• Settlement of Arrears of Interest: Optional settlement (in whole or in part) at any time at the Issuer’s discretion subject to certain conditions. Arrears of Interest must be paid (in whole) upon the earliest of (i) the next Interest Payment Date which is not a Mandatory Interest Deferral Date on which payment of interest in respect of the Notes is made, (ii) the winding-up of the Issuer (other than a solvent winding-up as more fully described in the Documentation) or the date on which any administrator of the Issuer gives notice that it intends to declare and distribute a dividend (or on which any analogous event or procedure occurs), or (iii) redemption of the Notes, in each case subject to certain conditions
• Mandatory Deferral of Redemption: Mandatory deferral of scheduled redemption of Notes if (i) a Regulatory Deficiency Redemption Deferral Event (as such event is more fully described in the Documentation and which includes, without limitation, an Insolvent Insurer Winding-up having occurred and continuing and any event which causes any Solvency Capital Requirement or Minimum Capital Requirement to be breached) has occurred and is continuing or would occur if such redemption was made, (ii) the Solvency Condition would not be satisfied on such date and immediately after the redemption or (iii) the Relevant Regulator does not permit, consent or provide due notification of non-objection to the redemption and the Relevant Regulator not having withdrawn its permission, consent or non-objection (to the extent required) or such redemption otherwise cannot be effected in compliance with the Relevant Rules on such date, as more fully described in the Documentation
• Early Redemption Events: Notes may be redeemed (in whole but not in part), at par plus accrued interest, due to a Tax Event (at any time), upon a Capital Disqualification Event (at any time), a Rating Methodology Event (from year five), or a Clean-up call at 75%, in each case subject to the permission, consent or non-objection of the Relevant Regulator (and the Relevant Regulator not having withdrawn its permission, consent or non-objection), compliance with the Solvency Condition, no prevailing Regulatory Deficiency Redemption Deferral Event and compliance with the Relevant Rules on such date, as more fully described in the Documentation
• Substitution or Variation: At Issuer’s discretion, due to a Tax Event (at any time) or upon a Capital Disqualification Event (at any time) into Qualifying Tier 2 Securities or upon a Rating Methodology Event (from year five) into Rating Agency Compliant Securities, subject, in each case, to the permission, consent or non-objection from the Relevant Regulator (and the Relevant Regulator not having withdrawn its permission, consent or non-objection) and to the new securities having terms not materially less favourable to a holder than the terms of the Notes
• Events of Default: Non-payment of interest or principal (other than an optional interest deferral, mandatory interest deferral or mandatory redemption deferral as above) for 7 days or more
• Documentation: Base Prospectus dated 11-Mar-26 as supplemented on 15-May-26 and Final Terms
• Denominations: EUR 100,000 + EUR 1,000
• Governing Law / Listing: English / Main Market of the London Stock Exchange
• Target Market / EEA PRIIPS / UK CCI: Manufacturer target market (MiFID II / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA PRIIPs key information document (KID) or UK CCI disclosure document has been prepared as not available to retail investors in the EEA or the UK
• Selling Restrictions: The United States (Regulation S, Category 2. TEFRA D), no EEA / UK Retail Investors, Canada, Italy, France, Switzerland, Hong Kong, Japan, Singapore, United Kingdom, as more fully described in the Base Prospectus dated 11-Mar-26, as supplemented on 15-May-26
• ISIN: XS3318828012
• Schedule: Books closed 12:50 UKT. Today's business.
• Use of Proceeds: General business and commercial activities of the Group, including the refinancing of the Group’s existing securities, which may include the purchase by the Issuer via a tender offer of its outstanding GBP700m 6.125% Fixed Rate Reset Subordinated Notes due 2036 (ISIN: XS0138717441) (the “2036 Notes”); its outstanding EUR750m 1.875% Senior Notes due 2027 (ISIN: XS1908273219); and Direct Line Insurance Group Limited’s outstanding GBP350m 4.75% Fixed Rate Reset Perpetual Restricted Tier 1 Notes (ISIN: XS1728036366) and the redemption by the Issuer of its outstanding 2036 Notes following the occurrence of a Capital Disqualification Event (as defined in the terms and conditions of the 2036 Notes). Tender expiration 4pm UK, 28-May-26.
• Sole Structuring Coordinator: HSBC
• Joint Lead Managers: Barclays, Deutsche Bank, HSBC, J.P. Morgan and Morgan Stanley
• Settlement: Euroclear / Clearstream