THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART II OF THIS DOCUMENT, TOGETHER WITH THE REST OF THIS DOCUMENT, COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH PART VIII OF THE COMPANIES (GUERNSEY) LAW, 2008 (AS AMENDED). This document relates to a proposed acquisition which, if implemented, will result in the cancellation of the listing of Friends Life Shares on the Official List and of trading of Friends Life Shares on the London Stock Exchange’s main market for listed securities. If you are in any doubt as to the action you should take, you should consult, and seek your own independent financial advice immediately from, your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. If you sell, have sold or otherwise transferred all of your Friends Life Shares, please send this document, together with any accompanying documents (but not the accompanying personalised Forms of Proxy or Forms of Instruction), as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward delivery to the purchaser or transferee. If you have sold or otherwise transferred part of your holding of Friends Life Shares, please consult the bank, stockbroker or other agent through whom the sale or transfer was effected. The distribution of this document and any accompanying documents in jurisdictions other than the United Kingdom, the United States or Guernsey may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document and any accompanying documents come should inform themselves about and observe any such restrictions. Any failure to comply with those restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, such documents should not be distributed in, forwarded to or transmitted in or into or from any Restricted Jurisdiction or any jurisdiction where offering the New Aviva Shares or making them available for subscription or purchase would breach any applicable law. The accompanying Forms of Proxy or Forms of Instruction are personalised. If you have recently purchased or been transferred Friends Life Shares, you should contact Friends Life’s Registrar on the telephone number set out on page 6 of this document, to obtain replacements of these Forms of Proxy or Forms of Instruction (as applicable). Recommended All-Share Acquisition of Friends Life Group Limited (incorporated and registered in Guernsey with registered number 49558) by Aviva plc (incorporated and registered in England and Wales with registered number 2468686) to be effected by means of a Scheme of Arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (as amended) You should carefully read the whole of this document and the Aviva Prospectus (including any documents incorporated into this document and/or the Aviva Prospectus by reference), together with the Forms of Proxy or Forms of Instructions accompanying this document. Your attention is drawn, in particular, to the letter from the Chairman of Friends Life in Part I of this document, which contains the unanimous recommendation of the Friends Life Directors that you vote in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting. A letter from Goldman Sachs International explaining the Proposed Acquisition in greater detail and the action to be taken by you is set out in Part II of this document. Notices of the Court Meeting and the General Meeting, both to be held at Glaziers Hall, 9 Montague Close, London SE1 9DD on 26 March 2015, are set out at Parts X and XI of this document, respectively. The Court Meeting will start at 2.00 p.m. and the General Meeting at 2.15 p.m. (or as soon thereafter as the Court Meeting has concluded or been adjourned). The action to be taken in respect of the Shareholder Meetings is set out on pages 8 to 10 of this document. Scheme Shareholders (excluding Share Account Holders) will find accompanying this document a BLUE Form of Proxy for use in connection with the Court Meeting and a YELLOW Form of Proxy for use in connection with the General Meeting or, alternatively, you will receive a link to the Shareholder Centre accessed via Friends Life’s Investor Relations page at www.friendslifegroup.com for submission of your Forms of Proxy electronically. Share Account Holders should not complete the Forms of Proxy for the Court Meeting or the General Meeting but should instead complete the enclosed separate WHITE Form of Instruction for use in connection with the Court Meeting and the RED Form of Instruction for use in connection with the General Meeting. If you wish to attend and vote at the Court Meeting and the General Meeting, Computershare Nominee will appoint you as its proxy to do so in respect of the Friends Life Shares held for you through the Friends Life Group Limited Share Account. Otherwise, Computershare Nominee will appoint the Chairman of the Court Meeting and the General Meeting, or any third party nominated by you to attend and vote on your behalf, as its proxy to vote as you instruct in respect of the Friends Life Shares held for you through the Friends Life Group Limited Share Account. Whether or not you intend to attend the Shareholder Meetings in person, please complete and sign both the accompanying Forms of Proxy or Forms of Instruction (as applicable) in accordance with the instructions printed on them and return them to Friends Life’s proxy processing agent, Computershare Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom, or submit them electronically, as soon as possible and in any event so as to be received by, in the case of the Forms of Proxy, 2.00 p.m. on 24 March 2015 (for the Court Meeting) and 2.15 p.m. on 24 March 2015 (for the General Meeting) and, in the case of the Forms of Instruction, 2.00 p.m. on 20 March 2015 (for the Court Meeting) and 2.15 p.m. on 20 March 2015 (for the General Meeting). A pre- paid envelope is provided for this purpose for use in the UK or the Channel Islands only. If the BLUE Form of Proxy is not returned by the specified time, it may be handed to Friends Life’s proxy processing agent, Computershare Investor Services PLC, or the Chairman of the Court Meeting at the start of the Court Meeting. However, in the case of the Court Meeting, unless the WHITE Form of Instruction is returned by the specified time, it will be invalid and, in the case of the General Meeting, unless the YELLOW Form of Proxy or the RED Form of Instruction is returned by the specified time, it will be invalid. If you hold your Friends Life Shares in uncertificated form (i.e. in CREST), you may vote using the CREST proxy voting service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the Notice of the General Meeting set out at the end of this document). Proxies submitted via CREST (under CREST participation ID 3RA50) must be received by Friends Life’s proxy processing agent, Computershare Investor Services PLC, at least 48 hours before the time appointed for the relevant Shareholder Meeting or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned meeting. The return of a completed Form of Proxy, submitting a proxy vote electronically or transmitting a CREST proxy instruction will not prevent you from attending in person the Court Meeting or the General Meeting, or any adjournment thereof, and voting in person if you so wish and are so entitled. Share Account Holders will only be entitled to attend and vote at the Court Meeting and the General Meeting if they have submitted the Forms of Instruction by the specified time and completed them in accordance with the instructions printed on them. As an alternative to completing and returning the Forms of Proxy or Forms of Instruction, Scheme Shareholders and Share Account Holders may complete the Forms of Proxy or Forms of Instruction (as applicable) online through the Shareholder Centre accessed via Friends Life’s Investor Relations website at www.friendslifegroup.com. You will need your Shareholder Reference Number, Control Number and PIN, which can be found on the Forms of Proxy or Forms of Instruction sent to you. Electronic proxy appointments must be made by, in the case of Forms of Proxy, 2.00 p.m. on 24 March 2015 (for the Court Meeting) and 2.15 p.m. on 24 March 2015 (for the General Meeting) and, in the case of Forms of Instruction, 2.00 p.m. on 20 March 2015 (for the Court Meeting) and 2.15 p.m. on 20 March 2015 (for the General Meeting). Important Notices Goldman Sachs International, which is authorised in the United Kingdom by the PRA and regulated by the FCA and the PRA, is acting exclusively for Friends Life and no one else in connection with the Proposed Acquisition and will not be responsible to anyone other than Friends Life for providing the protections afforded to clients of Goldman Sachs International nor for providing advice in connection with the transaction or any other matters referred to in this document. Barclays, which is authorised by the PRA and regulated by the FCA and the PRA, is acting exclusively for Friends Life and no one else in connection with the Proposed Acquisition and will not be responsible to anyone other than Friends Life for providing the protections afforded to its clients or for providing advice in relation to the Proposed Acquisition or in relation to the contents of this document or any transaction or any other matters referred to herein.