Acquisition financing update

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

29 January 2025

RECOMMENDED CASH AND SHARE OFFER

For Direct Line insurance group plc ("Direct line")

BY AVIVA PLC ("AVIVA")

to be effected by means of a Scheme of Arrangementunder Part 26 of the Companies Act 2006

ACQUISITION FINANCING UPDATE

On 23 December 2024, the boards of directors of Aviva and Direct Line announced that they had reached agreement on the terms of a recommended cash and share offer for the entire issued and to be issued share capital of Direct Line (the "Acquisition"), to be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme") (the "2.7 Announcement"). Capitalised terms used in this announcement shall, unless otherwise defined, have the same meaning as set out in the 2.7 Announcement.

Acquisition Financing Syndication

As previously disclosed in the 2.7 Announcement, on 23 December 2024 Aviva entered into a Facility Agreement between, amongst others, Aviva as borrower, Citibank, N.A., London Branch as mandated lead arranger, and Citibank Europe plc, UK Branch as agent. Further details of the Facility Agreement, including the key terms, availability and maturity of the Facility Agreement, will be set out in the Scheme Document expected to be published beginning-mid February 2025.

Aviva announces that, on 29 January 2025, Citibank, N.A., London Branch successfully completed the syndication of a majority of its commitments under the Facility Agreement (as more particularly discussed in the syndication agreement dated 29 January 2025 (the "Syndication Agreement")).

A copy of the Syndication Agreement will be made available on Aviva's website at https://www.aviva.com/investors/ and on Direct Line's website at https://www.directlinegroup.co.uk/en/investors by no later than 12 noon on the Business Day following this announcement.

Enquiries:

Clifford Chance LLP is acting as legal adviser to Aviva.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer to sell or an invitation to purchase any securities; a solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities pursuant to the Acquisition or otherwise; or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise; nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale issuance or exchange is unlawful.

The Acquisition will be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document) which, together with any related Forms of Proxy, will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document).

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.

This announcement does not constitute a prospectus or prospectus equivalent document.

Important notices about financial advisers

Citi Global Markets Limited ("Citi"), which is authorised by the PRA and regulated in the United Kingdom by the PRA and FCA is acting as financial adviser exclusively for Aviva and for no one else in connection with the matters described in this announcement, and will not be responsible to anyone other than Aviva for providing the protections afforded to its clients nor for providing advice in relation to the matters referred to in this announcement. Neither Citi nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with this announcement, any statement contained herein or otherwise.

Goldman Sachs International, which is authorised by the PRA and regulated by the PRA and the FCA in the United Kingdom, is acting exclusively for Aviva and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Aviva for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in connection with the matters referred to in this announcement.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement and any document incorporated by reference will be made available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Direct Line's website at https://www.directlinegroup.co.uk/en/investors and Aviva's website at https://www.aviva.com/investors/ by no later than 12.00 noon (London time) on the Business Day following the date of this announcement.

For the avoidance of doubt, the contents of these websites are not incorporated into, and do not form part of, this announcement.