Obligation Avia 5.25% ( XS0177448015 ) en EUR

Avia

100 % ⇌

Royaume-Uni

XS0177448015 ( en EUR )

5.25% par an ( paiement annuel )

02/10/2023 - Obligation échue

Prospectus brochure de l'obligation Aviva XS0177448015 en EUR 5.25%, échue

10 000 EUR

650 000 000 EUR

Aviva est une société financière internationale offrant une large gamme de produits et services d'assurance et de gestion d'actifs.

Le titre de créance, identifié par le code ISIN XS0177448015, émis par Aviva, une multinationale britannique de premier plan opérant dans les secteurs de l'assurance et de la gestion d'actifs, est parvenu à son échéance et a été intégralement remboursé. Aviva, reconnue comme l'un des leaders du marché de l'assurance au Royaume-Uni et présente sur plusieurs marchés internationaux, propose une gamme étendue de produits d'assurance vie, d'assurance dommages et de gestion de patrimoine, servant des millions de clients à travers le monde. Cette obligation, dont l'émission était libellée en Euros (EUR), représentait une taille totale de 650 000 000 euros et avait été émise depuis le Royaume-Uni. Elle était caractérisée par un taux d'intérêt annuel fixe de 5.25% et prévoyait une fréquence de paiement des coupons annuelle. La taille minimale d'achat pour les investisseurs était fixée à 10 000 euros. La date de maturité de cette émission était le 2 octobre 2023, et son remboursement a été effectué à 100% de sa valeur nominale, confirmant la pleine restitution du capital aux porteurs.

OFFERING CIRCULAR DATED 24 SEPTEMBER 2003
A V I V A
A V I V A plc
(Incorporated in England with limited liability, registered number 2468686)
£800,000,000 6.125 per cent. Fixed Rate Perpetual Reset Subordinated Notes
Issue Price: 99.072 per cent.
500,000,000 5.70 per cent. Fixed/Floating Rate Perpetual Subordinated Notes
Issue Price: 99.296 per cent.
650,000,000 5.25 per cent. Fixed/Floating Rate Subordinated Notes due 2023
Issue Price: 99.239 per cent.
Interest on the £800,000,000 6.125 per cent. Fixed Rate Perpetual Reset Subordinated Notes (the "Sterling Undated Notes"), the 500,000,000 5.70 per cent Fixed/
Floating Rate Perpetual Subordinated Notes (the "Euro Undated Notes") and the 650,000,000 5.25 per cent. Fixed/Floating Rate Subordinated Notes due 2023 (the
"Dated Notes") of Aviva plc (the "Issuer") is payable from and including 29 September 2003 to but excluding 29 September 2022 at the rate of 6.125 per cent. per annum
in respect of the Sterling Undated Notes, to but excluding 29 September 2015 at the rate of 5.70 per cent. per annum in respect of the Euro Undated Notes, and to but
excluding 2 October 2013 at the rate of 5.25 per cent. per annum in respect of the Dated Notes, annually in arrear. Thereafter, the rate of interest for each Tranche of Notes
will be recalculated as described herein. From and including 29 September 2015, in the case of the Euro Undated Notes, and 2 October 2013, in the case of the Dated Notes,
interest will be payable quarterly in arrear on each Interest Payment Date (as defined herein under "Terms and Conditions of the Euro Undated Notes" and "Terms and
Conditions of the Dated Notes", respectively) and the interest on the Sterling Undated Notes will continue to be payable annually in arrear. Payments of principal and
interest on the Notes may, in certain circumstances, be deferred. See "Terms and Conditions of the Sterling Undated Notes - 5 Deferral of Payments," "Terms and
Conditions of the Euro Undated Notes -- 5 Deferral of Payments" and "Terms and Conditions of the Dated Notes - 5 Deferral of Payments". The Dated Notes mature on
the Interest Payment Date falling on, or nearest to, 2 October 2023. Payments in respect of the Notes will be made without deduction for or on account of taxes of the
United Kingdom, unless such deduction is required by law. In the event that any such deduction is made, the Notes will be subject to grossing up by the Issuer, subject to
certain exceptions as are more fully described under "Terms and Conditions of the Sterling Undated Notes - 9 Taxation", "Terms and Conditions of the Euro Undated
Notes -- 9 Taxation" and "Terms and Conditions of the Dated Notes - 9 Taxation".
Subject to giving prior written notice to, and receiving no objection from, the Financial Services Authority ("FSA"), (i) the Dated Notes are redeemable in whole (but not
in part), at the option of the Issuer, at the aggregate principal amount thereof (together with accrued interest and any Arrears of Interest (as defined herein)) on 2 October
2013 and on any Interest Payment Date (as defined under "Terms and Conditions of the Dated Notes") thereafter, (ii) the Sterling Undated Notes are redeemable in whole
(but not in part), at the option of the Issuer, at the aggregate principal amount thereof (together with accrued interest and any Arrears of Interest) on any Reset Date (as
defined under "Terms and Conditions of the Sterling Undated Notes") and (iii) the Euro Undated Notes are redeemable in whole (but not in part), at the option of the
Issuer, at the aggregate principal amount thereof (together with accrued interest and any Arrears of Interest) on 29 September 2015 and on any Interest Payment Date (as
defined under "Terms and Conditions of the Euro Undated Notes") thereafter. In addition, subject to the Issuer having given prior written notice to, and received no
objection from, the FSA, each Tranche of the Notes is redeemable in whole (but not in part), at the option of the Issuer, in the case of the Sterling Undated Notes, at any
time, in the case of the Euro Undated Notes, at any time prior to 29 September 2015 and thereafter only on an Interest Payment Date, and, in the case of the Dated Notes,
at any time prior to 2 October 2013 and thereafter only on an Interest Payment Date, if a Tax Event (as defined in "Terms and Conditions of the Sterling Undated Notes
- 6 Redemption and Purchase", "Terms and Conditions of the Euro Undated Notes -- 6 Redemption and Purchase" and "Terms and Conditions of the Dated Notes - 6
Redemption and Purchase") occurs at their principal amount together with any accrued interest and any Arrears of Interest See "Termsand Conditions of the Sterling
Undated Notes - 6 Redemption and Purchase", "Terms and Conditions of the Euro Undated Notes -- 6 Redemption and Purchase" and "Terms and Conditions of the Dated
Notes - 6 Redemption and Purchase", respectively. Each Tranche is also redeemable in whole (but not in part), at the option of the Issuer, in the case of the Sterling Undated
Notes, at any time, in the case of the Euro Undated Notes, at any time prior to 29 September 2015 and thereafter only on an Interest Payment Date, and, in the case of the
Dated Notes, at any time prior to 2 October 2013 and thereafter only on an Interest Payment Date, if the Issuer satisfies the Trustee that a Capital Disqualification Event
(as defined in "Terms and Conditions of the Sterling Undated Notes - 6 Redemption and Purchase", Terms and Conditions of the Euro Undated Notes -- 6 Redemption
and Purchase" and Terms and Conditions of the Dated Notes - 6 Redemption and Purchase", respectively) occurs, at their Special Redemption Price (as defined in Terms
and Conditions of the Sterling Undated Notes - 3 Definitions", "Terms and Conditions of the Euro Undated Notes -- 3 Definitions" and "Terms and Conditions of the
Dated Notes - 3 Definitions", respectively) if the date of redemption falls on or before 2 October 2013 in respect of the Dated Notes, on or before 29 September 2022 in
respect of the Sterling Undated Notes, or on or before 29 September 2015 in respect of the Euro Undated Notes and at their principal amount if the date of redemption
falls thereafter together, in each case, with any accrued interest and any Arrears of Interest See "Terms and Conditions of the Sterling Undated Notes - 6 Redemption
and Purchase", Terms and Conditions of the Euro Undated Notes -- 6 Redemption and Purchase" and "Terms and Conditions of the Dated Notes - 6 Redemption and
Purchase", respectively.
The Notes constitute subordinated obligations of the Issuer, as described under "Terms and Conditions of the Sterling Undated Notes - 2 Status and Subordination", "Terms
and Conditions of the Euro Undated Notes -- 2 Status and Subordination" and "Terms and Conditions of the Dated Notes - 2 Status and Subordination".
Applications have been made to the FSA in its capacity as competent authority under the Financial Services and Markets Act 2000, as amended, (the "UK Listing
Authority") for the Notes to be admitted to the official list maintained by the UK Listing Authority (the "Official List") and to the London Stock Exchange plc (the
"London Stock Exchange") for the Notes to be admitted to trading on the London Stock Exchange's market for listed securities. Admission to the Official List together
with admission to trading on the London Stock Exchange's market for listed securities constitute official listing on a recognised investment exchange. Copies of this
Offering Circular, which comprises listing particulars which have been approved by the UK Listing Authority, have been delivered to the Registrar of Companies in
England and Wales as required by Section 83 of the Financial Services and Markets Act 2000, as amended.
Each Tranche of Notes will initially be represented by a temporary global note (each a "Temporary Global Note"), without interest coupons or talons, which will be
deposited with a common depositary on behalf of Euroclear Bank, S.A./N.V. as operator of the Euroclear system ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream, Luxembourg") on or about 29 September 2003 (the "Closing Date"). Each Temporary Global Note will be exchangeable for interests in a permanent
global note (each a "Permanent Global Note"), without interest coupons or talons, not earlier than 40 days after the Closing Date upon certification of non-U.S. beneficial
ownership. Each Permanent Global Note will be exchangeable for definitive notes only in certain limited circumstances, as described under "Terms and Conditions of the
Sterling Undated Notes - 1 Form, Denomination and Transfer", "Terms and Conditions of the Euro Undated Notes -- 1 Form, Denomination and Transfer" and "Terms and
Conditions of the Dated Notes - 1 Form, Denomination and Transfer", respectively.
Joint Bookrunners
BARCLAYS CAPITAL
G O L D M A N S A C H S I N T E R N A T I O N A L
LEHMAN BROTHERS
SG C O R P O R A T E & I N V E S T M E N T B A N K I N G
(Structuring Adviser)
Co Managers
ABN AMRO
H S B C THE ROYAL BANK OF SCOTLAND

This document comprises listing particulars given in compliance with the listing rules made by the UK
Listing Authority under Section 74 of the Financial Services and Markets Act 2000, as amended, for the
purposes of giving information with regard to the Issuer, the Group and the Notes. The Issuer accepts
responsibility for all the information contained in this Offering Circular. To the best of the knowledge and
belief of the Issuer (which has taken all reasonable care to ensure that such is the case), the information
contained in this Offering Circular is in accordance with the facts and does not omit anything likely to
affect the import of such information.
In this Offering Circular, references to "Aviva" and the "Issuer" are to Aviva plc, and references to the
"Aviva Group" or the "Group" are to Aviva plc and its subsidiaries. Unless expressly indicated otherwise,
and apart from references to "Notes" in the terms and conditions of each Tranche of Notes and in
"Summary of Provisions Relating to the Notes while in Global Form" (where references to the "Notes"
means the Notes of the relevant Tranche), the Sterling Undated Notes, the Euro Undated Notes and the
Dated Notes are together referred to herein as the "Notes" and each a "Tranche".
No dealer, salesman or other person is authorised to give any information or to make any representations
other than those contained in this Offering Circular in connection with the offering or sale of the Notes and,
if given or made, such information or representations must not be relied upon as having been authorised
by the Issuer or the Managers (as defined under "Subscription and Sale" below). Neither the delivery of
this Offering Circular nor any sale made hereunder shall, under any circumstances, create any implication
or constitute a representation that there has been no change in the affairs of the Issuer or the Group since
the date hereof. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of
the Issuer or the Managers to subscribe for or purchase, any of the Notes.
The distribution of this Offering Circular and the offering of the Notes in certain jurisdictions may be
restricted by law. Neither the Issuer nor any Manager represents that this Offering Circular may be
lawfully distributed, or that the Notes may be lawfully offered, in compliance with any applicable
registration or other requirements in any such jurisdiction, or pursuant to an exemption available
thereunder, or assumes any responsibility for facilitating any such distribution or offering. In particular,
save for obtaining the approval of this Offering Circular as listing particulars by the UK Listing Authority
and delivery of copies of this Offering Circular to the Registrar of Companies in England and Wales, no
action has been taken by the Issuer or any of the Managers which would permit a public offering of the
Notes or distribution of this Offering Circular in any jurisdiction where action for that purpose is required.
Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Offering Circular
nor any advertisement or other offering material may be distributed or published in any jurisdiction,
except under circumstances that will result in compliance with any applicable laws and regulations. Persons
into whose possession this Offering Circular comes are required by the Issuer and the Managers to inform
themselves about, and to observe, any applicable restrictions. For a description of certain further
restrictions on the offering, sale and delivery of the Notes and on the distribution of this Offering Circular,
see "Subscription and Sale" below.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and
are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold
or delivered within the United States of America or to United States persons.
In this Offering Circular, unless otherwise specified or the context otherwise requires, all references to
"pounds", "sterling" and "£" are to the currency of the United Kingdom of Great Britain and Northern
Ireland (the "United Kingdom") and all references to "" and "euro" are to the single currency which was
introduced at the start of the third stage of European Economic and Monetary Union, pursuant to the
Treaty establishing the European Communities (as amended by the Treaty on European Union and the
Treaty of Amsterdam).
IN CONNECTION WITH THESE ISSUES, LEHMAN BROTHERS INTERNATIONAL (EUROPE) OR
ANY PERSON ACTING FOR IT MAY OVER-ALLOT OR EFFECT TRANSACTIONS WITH A VIEW
TO SUPPORTING THE MARKET PRICE OF THE STERLING UNDATED NOTES, THE EURO
UNDATED NOTES AND THE DATED NOTES AT A LEVEL HIGHER THAN THAT WHICH WOULD
OTHERWISE PREVAIL FOR A LIMITED PERIOD. HOWEVER, THERE IS NO OBLIGATION ON
LEHMAN BROTHERS INTERNATIONAL (EUROPE) OR ANY AGENT OF IT TO DO THIS. SUCH
STABILISING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME, AND MUST BE
BROUGHT TO AN END AFTER A LIMITED PERIOD.
2

TABLE OF CONTENTS
Page
TERMS AND CONDITIONS OF THE STERLING UNDATED NOTES 4
TERMS AND CONDITIONS OF THE EURO UNDATED NOTES 18
TERMS AND CONDITIONS OF THE DATED NOTES 33
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM 48
USE OF PROCEEDS 49
DESCRIPTION OF THE GROUP 50
UNITED KINGDOM TAXATION 65
SUBSCRIPTION AND SALE 66
GENERAL INFORMATION 68
3

T E R M S AND C O N D I T I O N S O F T H E S T E R L I N G UNDATED N O T E S
The following are the terms and conditions of the Sterling Undated Notes substantially in the form in which they
will appear on the Sterling Undated Notes in definitive form.
The £800,000,000 6.125 per cent. Fixed Rate Perpetual Reset Subordinated Notes (the "Notes", which expression
shall in these Conditions, unless the context otherwise requires, include any further notes issued pursuant to
Condition 15 and forming a single series with the Notes) of Aviva plc (the "Issuer") are constituted by a trust
deed (the "Trust Deed") dated 29 September 2003 between the Issuer and The Law Debenture Trust Corporation
p.l.e. (the "Trustee", which expression shall include all persons for the time being the trustee or trustees under
the Trust Deed) as trustee for the holders of the Notes (the "Noteholders"). The issue of the Notes was authorised
pursuant to resolutions of the Board of Directors of the Issuer passed on 20 June 2003 and resolutions of a duly
authorised committee of the Board of Directors passed on 9 September 2003. The statements in these Conditions
include summaries of, and are subject to, the detailed provisions of the Trust Deed. Copies of the Trust Deed and
the paying agency agreement (the "Paying Agency Agreement") dated 29 September 2003 made between the
Issuer, HSBC Bank plc as principal paying agent (the "Principal Paying Agent", which expression shall include
any successor thereto) and the other paying agents named therein (together with the Principal Paying Agent, the
"Paying Agents"), HSBC Bank plc as calculation agent (the "Calculation Agent", which expression shall include
any successor thereto) and the Trustee are available for inspection during normal business hours by the
Noteholders and the holders of the interest coupons (the "Coupons") and talons for further Coupons (the
"Talons") appertaining to Notes in definitive form (the "Couponholders") at the registered office of the Trustee,
being at the date hereof at Fifth Floor, 100 Wood Street, London EC2V 7EX and at the specified office of each of
the Paying Agents. The Noteholders and the Couponholders are entitled to the benefit of, and are bound by, all
the provisions of the Trust Deed, and are deemed to have notice of all the provisions of the Paying Agency
Agreement applicable to them.
1. Form, Denomination and Transfer
(a) F o r m and Denomination
The Notes are in bearer form in the denominations of £10,000 and £100,000, serially numbered. Notes of
one denomination may not be exchanged for Notes of the other denomination.
(b) Global Notes
The Notes are initially represented by a temporary global note (the "Temporary Global Note") in bearer
form, without Coupons or Talons attached, in the principal amount of £800,000,000 deposited with a
common depositary (the "Common Depositary") for Euroclear Bank S.A./N.V., as operator of the
Euroclear System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream,
Luxembourg") on 29 September 2003. Not earlier than 10 November 2003, the Temporary Global Note
is exchangeable for a further global note in bearer form, without Coupons or Talons attached, in the
principal amount of up to £800,000,000 (the "Permanent Global Note"). Exchanges of interests in the
Temporary Global Note for interests in the Permanent Global Note will be effected only upon certification
as to non-U.S. beneficial ownership. A beneficial owner must exchange his interest in the Temporary
Global Note for an interest in the Permanent Global Note before payments of principal or interest on the
Notes can be collected. The Temporary Global Note and the Permanent Global Note are together referred
to as the "Global Notes". The Permanent Global Note will only be exchangeable for definitive Notes in
certain limited circumstances described in paragraph (e) below. Title to each Global Note will pass by
delivery (without prejudice to paragraphs (c) and (d) of this Condition 1). The Issuer, the Paying Agents
and the Trustee may (to the fullest extent permitted by applicable laws but without prejudice to paragraph
(d) of this Condition 1) deem and treat the bearer of a Global Note as the absolute owner for all purposes
(whether or not such Global Note shall be overdue and notwithstanding any notice of ownership or writing
on such Global Note or any notice of previous loss or theft of such Global Note).
(c) Transfers
For so long as the Notes are represented by a Global Note, such Notes will be transferable in accordance
with the rules and procedures for the time being of Euroclear or Clearstream, Luxembourg, as appropriate.
Title to the definitive Notes issued in the limited circumstances described in paragraph (e) of this Condition
1 and the Coupons and Talons will pass by delivery.
4

(d) Title
For so long as the Notes are represented by a Global Note, each person who is for the time being shown in
the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular principal amount of
Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg
as to the principal amount of the Notes standing to the account of any person shall be conclusive and
binding for all purposes) shall be treated by the Issuer, the Trustee, the Paying Agents and the bearer of the
relevant Global Note as a holder of such principal amount of Notes (and the expression "Noteholder" and
references to "holding of Notes" and to "holders of Notes" shall be construed accordingly) for all
purposes other than with respect to the payment of principal and interest on the Notes, the right to which
shall be vested, as against the Issuer and the Trustee, solely in the bearer of the Permanent Global Note in
accordance with and subject to its terms and the terms of the Trust Deed. Any reference herein to Euroclear
and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference
to any additional or alternative clearing system approved by the Trustee.
(e) Definitive Notes
If (i) any event described in paragraph (a) of Condition 8 occurs and is continuing, (ii) the Permanent
Global Note is held on behalf of Euroclear or Clearstream, Luxembourg or such other clearing system as
shall have been approved by the Trustee and such Clearing System is closed for business for a continuous
period of 14 days (other than by reason of holiday, statutory or otherwise) or announces an intention
permanently to cease business and no alternative clearance system satisfactory to the Trustee is available
or (iii) the Trustee is satisfied that on the occasion of the next payment in respect of the Notes the Issuer
or any Paying Agent would be required to make any deduction or withholding from any payment in respect
of the Notes which would not be required were the Notes in definitive form, then the Issuer will (at no cost
to the Noteholders) issue definitive Notes, serially numbered, in the denominations of £10,000 and
£100,000 each with Coupons and Talons attached on issue (in exchange for the entire Permanent Global
Note) within 45 days of the occurrence of the relevant event described in (i), (ii) or (iii) above.
2. Status and Subordination
(a) The Notes constitute direct, unsecured and (save as to subordination) unconditional obligations of the
Issuer and rank, and will rank, pari passu without any preference among themselves.
(b) The claims of the Noteholders against the Issuer in respect of payments pursuant to the Notes will, in the
event of a winding-up of the Issuer, be subordinated in right of payment in the manner provided in the Trust
Deed to the claims of all Senior Creditors (as defined in Condition 3) of the Issuer.
(c) As used in this Condition 2, the expression "obligations" includes any direct or indirect obligations of the
Issuer and whether by way of guarantee, indemnity, other contractual support arrangement or otherwise
and regardless of name or designation.
(d) Subject to applicable law, no Noteholder may exercise or claim any right of set-off in respect of any
amount owed to it by the Issuer arising under or in connection with the Notes and each Noteholder shall,
by virtue of being the holder of any Note, be deemed to have waived all such rights of set-off.
Notwithstanding the preceding sentence, if any of the amounts owing to any Noteholder by the Issuer under
or in connection with the Notes is discharged by set-off, such Noteholder shall immediately pay an amount
equal to the amount of such discharge to the Issuer or, in the event of its winding-up, the liquidator of the
Issuer and, until such time as payment is made, shall hold an amount equal to such amount in trust for the
Issuer, or the liquidator of the Issuer, and accordingly any such discharge shall be deemed not to have taken
place.
(e) (i) Except in a winding-up of the Issuer, all payments in respect of the Notes are conditional upon the
Issuer being solvent at the time for payment by the Issuer, and no amount shall be payable in respect
of the Notes unless and until such time as the Issuer could make such payment and still be solvent
immediately thereafter. For the purposes of this Condition 2(e)(i), the Issuer shall be solvent if (i) it
is able to pay its debts owed to Senior Creditors as they fall due and (ii) its Assets exceed its
Liabilities (other than its Liabilities to persons who are not Senior Creditors). A report as to the
solvency of the Issuer by two directors of the Issuer shall, in the absence of manifest error, be treated
and accepted by the Issuer, the Trustee, the Noteholders and all other interested parties as correct
and sufficient evidence thereof. In a winding-up of the Issuer, the amount payable in respect of the
Notes shall be determined in accordance with the provisions described below.
5

(ii) If at any time an order is made or an effective resolution is passed for the winding-up of the Issuer
(except in any such case a solvent winding-up solely for the purposes of a reconstruction or
amalgamation or the substitution in place of the Issuer of a successor in business, the terms of which
reconstruction or amalgamation or substitution (i) have previously been approved in writing by the
Trustee or by an Extraordinary Resolution (as defined in the Trust Deed) of the Noteholders and (ii)
do not provide that the Notes shall thereby become payable), there shall be payable on each Note
(in lieu of any other payment, but subject as provided in this Condition 2) such amount, if any, as
would have been payable to the holder thereof if, on the date prior to the commencement of the
winding-up and thereafter, such Noteholder were the holder of a preference share in the capital of
the Issuer having a preferential right to a return of assets in the winding-up over the holders of all
issued shares for the time being in the capital of the Issuer on the assumption that such preference
share was entitled to receive on a return of assets in such winding-up an amount equal to the
principal amount of such Note, together with Arrears of Interest (as defined below), if any, and any
interest (other than Arrears of Interest) which has accrued up to, but excluding, the date of
repayment (as provided in the Trust Deed) in respect thereof.
On a winding-up of the Issuer there may he no surplus assets available to meet the claims of the Noteholders after
the claims of the Senior Creditors (as defined below) have been satisfied.
3. Definitions
As used in these Conditions:
"Arrears of Interest" has the meaning given in Condition 5(b);
"Assets" means the unconsolidated gross assets of the Issuer, as shown in the latest published audited balance
sheet of the Issuer, but adjusted for subsequent events, all in such manner as the directors of the Issuer may
determine;
"Benchmark Gilt" means, in respect of an Interest Calculation Period, such United Kingdom government
security having a maturity date on or about the last day of such Interest Calculation Period as the Calculation
Agent, with the advice of the Reference Market Makers, may determine to be appropriate;
"business day" has the meaning given in Condition 4(e) except in relation to Condition 7(d) where "business
day" shall bear the meaning attributed to that term in Condition 7(d);
"Calculation Agent" has the meaning given in the preamble to these Conditions;
"Capital Disqualification Event" has the meaning given in Condition 6(d);
"Clearstream, Luxembourg" has the meaning given in Condition 1(b);
"Common Depositary" has the meaning given in Condition 1(b);
"Couponholders" has the meaning given in the preamble to these Conditions;
"Coupons" has the meaning given in the preamble to these Conditions;
"Deferral Notice" has the meaning given in Condition 5(a);
"Determination Date" in relation to an Interest Calculation Period means the fifth business day (being a day other
than a Saturday or Sunday on which banks are open for business in London), prior to the first day of such Interest
Calculation Period, provided that if it is not possible for any reason to determine the Gross Redemption Yield on
such day, the Determination Date shall be postponed to the first business day thereafter on which the Calculation
Agent determines that it is possible to determine the Gross Redemption Yield, provided that such day occurs
before the first day of such Interest Calculation Period. If such day falls on or after the first day of such Interest
Calculation Period, that Determination Date shall instead be the business day which is, or is nearest to but after,
the first day of such Interest Calculation Period, and upon which the Calculation Agent determines that it is
possible to determine the Gross Redemption Yield;
"Directive" means Directive 98/78/EC of the European Union;
"EEA Regulated Subsidiary" means any entity engaged in the insurance business and regulated as such by a
member state of the European Economic Area in which the Issuer, directly or indirectly, holds 20 per cent. or more
of the voting rights or capital;
"Euroclear" has the meaning given in Condition 1(b);
6

"European Economic Area or EEA" means the countries comprising the European Union together with Norway,
Liechtenstein and Iceland;
"FSA" means the Financial Services Authority (or, if at any time the Financial Services Authority is not the
relevant regulator, such other regulator as shall be the relevant regulator of insurance companies operating in the
United Kingdom);
"Gross Redemption Yield'" means, with respect to a security, the gross redemption yield on such security (as
calculated by the Calculation Agent on the basis set out in the United Kingdom Debt Management Office in the
paper "Formulae for Calculating Gilt Prices from Yields" page 4, Section One: Price/Yield Formulae
"Conventional Gilts; Double-dated and Undated Gilts with Assumed (or Actual) Redemption on a Quasi-Coupon
Date" (published 8/6/1998) on a semi-annual compounding basis (converted on an annualised yield and rounded
up (if necessary) to four decimal places));
"Initial Interest Rate" has the meaning given in Condition 4(c);
"Interest Calculation Period" means each period commencing on (and including) a Reset Date and ending on
(but excluding) the next succeeding Reset Date for so long as any Notes are outstanding (as defined in the Trust
Deed);
"Interest Payment Date" means 29 September in each year, commencing 29 September 2004;
"IPRU (INS)" means the "Interim Prudential Sourcebook: Insurers" that forms part of the rules of the FSA or any
equivalent rules or regulatory provisions from time to time replacing it or the rules therein;
"Issue Date" means 29 September 2003;
"Issuer's Territory" has the meaning given in Condition 11 (vi);
"Liabilities" means the unconsolidated gross liabilities of the Issuer, as shown in the latest published audited
balance sheet of the Issuer, but adjusted for contingent liabilities and for subsequent events, all in such manner as
the directors of the Issuer may determine;
"Noteholders" has the meaning given in the preamble to these Conditions;
"Notes" has the meaning given in the preamble to these Conditions;
"Optional Interest Payment Date" means any Interest Payment Date where:
(i) (a) a Regulatory Intervention has occurred prior to such Interest Payment Date and is continuing on
such Interest Payment Date or is reasonably likely to occur as a result of making the payments due
on such Interest Payment Date; and
(b) no interest payments have been made on any junior or pari passu ranking securities of the Issuer
(other than the Notes) and no dividend or other distribution has been irrevocably declared on any
class of the Issuer's share capital since the date of the commencement of that Regulatory
Intervention; or
(ii) no interest payments have been made on any junior or pari passu ranking securities of the Issuer (other
than the Notes) during the financial year of the Issuer in which such Interest Payment Date falls, and no
dividend or other distribution on any class of the Issuer's share capital was irrevocably declared at or since
the annual general meeting of shareholders immediately prior to that Interest Payment Date;
"Paying Agency Agreement" has the meaning given in the preamble to these Conditions;
"Paying Agents" has the meaning given in the preamble to these Conditions;
"Permanent Global Note" has the meaning given in Condition 1(b);
"Principal Paying Agent" has the meaning given in the preamble to these Conditions;
"Reference Bond" means the 8 per cent. Treasury Stock due June 2021, or if such stock is no longer in issue such
other United Kingdom government stock with a maturity date as near as possible to 29 September 2022, as the
Calculation Agent may, with the advice of Reference Market Makers, determine to be appropriate by way of
substitution for the 8 per cent. Treasury Stock due June 2021;
"Reference Date" means the date which is three dealing days prior to the date fixed for redemption by the Issuer
referred to in Condition 6(d);
"Reference Market Makers" means three brokers of gilts and/or gilt edged market makers selected by the
Calculation Agent and approved for this purpose by the Trustee or such other three persons operating in the gilt
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edged market as are selected by the Calculation Agent and approved for this purpose by the Trustee in consultation
with the Issuer;
"Regulatory Intervention" means (a) with respect to the Issuer, a request from any Relevant Supervisory
Authority to restore or improve any applicable solvency margins or capital adequacy level of the Issuer, (b) in
respect of any of the Issuer's EEA Regulated Subsidiaries, a request to that EEA Regulated Subsidiary by its
Relevant Supervisory Authority to restore either its applicable minimum solvency margins or capital adequacy
levels or the FSA is notified by a Relevant Supervisory Authority that such Relevant Supervisory Authority has
made such request to the applicable EEA Regulated Subsidiary, or (c) if, on any date on which a payment in
respect of the Notes is due, the Issuer or any one of the EEA Regulated Subsidiaries has failed (or is reasonably
likely to so fail immediately after such payment) to meet its applicable minimum or notional solvency margins or
capital adequacy levels as at the date of the most recent audited accounts of the Issuer or, as the case may be, that
EEA Regulated Subsidiary or, if later, the date such margins or levels were most recently tested for regulatory
purposes or, if later, any date falling on or prior to the date such payment is, or otherwise would be, due selected
by the Board of Directors (or other management body) of the Issuer or, as the case may be, that EEA Regulated
Subsidiary. A Regulatory Intervention shall be deemed to be continuing until such date as, in the case of (a) or (b),
the relevant margins of solvency or capital adequacy levels have been restored or improved to the satisfaction of
the Relevant Supervisory Authority or the request is otherwise withdrawn or addressed to the satisfaction of the
Relevant Supervisory Authority or, in the case of (c), the first date on which the Issuer or relevant EEA Regulated
Subsidiary, as applicable, meets its applicable minimum or notional solvency margins or, as the case may be,
capital adequacy levels, as determined and is certified to the Trustee by the Board of Directors (or other
management body) thereof;
"Relevant Date" means, in respect of any payment on the Notes, the date on which such payment first becomes
due but, if the full amount of the money payable has not been received by the Principal Paying Agent or the
Trustee on or before the due date, it means the date on which, the full amount of the money having been so
received, notice to that effect shall have been duly given to the Noteholders by the Issuer in accordance with
Condition 14;
"Relevant Rules" has the meaning given in Condition 6(d);
"Relevant Supervisory Authority" means any regulator having jurisdiction over the Issuer or any of the EEA
Regulated Subsidiaries;
"Reset Date" means 29 September 2022 and each Interest Payment Date falling on or nearest to the fifth
anniversary of the preceding Reset Date;
"Reset Rate of Interest" has the meaning given in Condition 4(d);
"Resumption Date" has the meaning given in Condition 5(b);
"Senior Creditors" means all creditors of the Issuer who are (i) unsubordinated creditors of the Issuer or (ii)
subordinated creditors of the Issuer other than those whose claims rank or are expressed to rank pari passu with
or junior to the claims of the Noteholders;
"Special Redemption Price" means, in respect of each Note, the higher of (a) the principal amount of such Note
and (b) the price expressed as a percentage (rounded to four decimal places, 0.00005 being rounded upwards), at
which the Gross Redemption Yield on the Notes on the Reference Date (assuming for this purpose that the Notes
are to be redeemed at their principal amount on the first Reset Date) is equal to the Gross Redemption Yield
(determined by reference to the middle market price) at 11.00 a.m. on the Reference Date of the Reference Bond
plus 0.75 per cent. basis points;
"Substitute Obligor" has the meaning given in Condition 11;
"Substituted Territory" has the meaning given in Condition 11;
"Tax Event" has the meaning given in Condition 6(b);
"Temporary Global Note" has the meaning given in Condition 1 (b);
"Trust Deed" has the meaning given in the preamble to these Conditions; and
"Trustee" has the meaning given in the preamble to these Conditions.
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4. Interest
(a) Rate of Interest
The Notes bear interest from the Issue Date in accordance with the provisions of this Condition 4.
Subject to Conditions 2 and 5, interest shall be payable on the Notes annually in arrear on each Interest
Payment Date.
Where it is necessary to compute an amount of interest in respect of any Note for a period of less than one
year such interest shall be calculated on the basis of the actual number of days in the period from (and
including) the most recent Interest Payment Date (or, if none, the Issue Date) to (but excluding) the relevant
payment date divided by the actual number of days in the period from (and including) the most recent
Interest Payment Date (or, if none, the Issue Date) to (but excluding) the next (or first) scheduled Interest
Payment Date.
Where it is necessary to compute an amount of interest in respect of any Note for a period of more than
one year, such interest shall be the aggregate of the interest payable in respect of a full year plus the interest
payable in respect of the remaining period calculated in the manner as aforesaid.
(b) Interest Accrual
The Notes will cease to bear interest from (and including) the due date for redemption thereof pursuant to
Condition 6(b), (c) or (d) unless, upon due presentation, payment of principal in respect of the Notes is
improperly withheld or refused, in which event interest shall continue to accrue, and shall be payable, as
provided in these Conditions up to (but excluding) the Relevant Date.
(c) Initial Rate of Interest
For the period from, and including, the Issue Date to, but excluding, 29 September 2022, the Notes bear
interest at the rate of 6.125 per cent. per annum (the "Initial Interest Rate").
(d) Reset Rate of Interest
From (and including) 29 September 2022, the rate of interest payable on the Notes in respect of each
Interest Calculation Period (the "Reset Rate of Interest") will be the rate per annum which is the aggregate
of 2.40 per cent. and the Gross Redemption Yield of the Benchmark Gilt in respect of such Interest
Calculation Period with the price of the Benchmark Gilt for this purpose being the arithmetic average
(rounded up (if necessary) to four decimal places) of the bid and offered prices of such Benchmark Gilt
quoted by the Reference Market Makers at 3.00 p.m. (London time) on the relevant Determination Date
on a dealing basis for settlement on the next following dealing day in London.
(e) Publication of Reset Rate of Interest
The Issuer shall cause notice of the Reset Rate of Interest determined in accordance with this Condition 4
in respect of each relevant Interest Calculation Period to be given to the Trustee, the Paying Agents, any
stock exchange or other relevant authority on which the Notes are for the time being listed or admitted to
trading and, in accordance with Condition 14, the Noteholders as soon as practicable after its determination
but in any event not later than the fourth business day thereafter. As used in this paragraph (e), "business
day" means a day (not being a Saturday or Sunday) on which banks are open for business in London.
The Reset Rate of Interest so notified may subsequently be amended (or appropriate alternative
arrangements made by way of adjustment) without notice in the event of proven or manifest error.
(f) Determination or Calculation by Trustee
The Trustee shall, if the Calculation Agent does not at any relevant time for any reason determine the Reset
Rate of Interest on the Notes in accordance with this Condition 4, determine the Reset Rate of Interest in
respect of the relevant Interest Calculation Period at such rate as, in its absolute discretion (having such
regard as it shall think fit to the procedure described in this Condition 4), it shall deem fair and reasonable
in all the circumstances and such determination shall be deemed to be a determination thereof by the
Calculation Agent.
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(g) Determinations of Calculation Agent or Trustee Binding
All notifications, opinions, determinations, certificates, calculations, quotations and decisions given,
expressed, made or obtained for the purposes of this Condition 4 whether by the Calculation Agent or the
Trustee, shall (in the absence of wilful default, bad faith or manifest error) be binding on the Issuer, the
Calculation Agent, the Trustee, the Paying Agents and all Noteholders and (in the absence as aforesaid) no
liability to the Noteholders or the Issuer shall attach to the Calculation Agent or the Trustee in connection
with the exercise or non-exercise by them of their powers, duties and discretions.
5. Deferral of Payments
(a) Optional Deferral of Interest
The Issuer may, on any Optional Interest Payment Date, defer payment of interest on the Notes otherwise
payable on such date.
The deferral of any interest payment on any Optional Interest Payment Date in accordance with this
Condition 5(a) will not constitute a default by the Issuer and will not give Noteholders or the Trustee any
right to accelerate the Notes. The Issuer shall notify the Trustee and the Noteholders as soon as practicable
(and in any event within 10 business days) after any Optional Interest Payment Date in respect of which
payment is deferred of the amount of such payment otherwise due on that date and the grounds upon which
such deferral has been made (the "Deferral Notice"). The Issuer may defer paying interest on each
Optional Interest Payment Date until the date on which the Notes are redeemed in full.
(b) Arrears of Interest
Any interest in respect of the Notes not paid on an Interest Payment Date, together with any other interest
in respect thereof not paid on any earlier Interest Payment Date, in each case by virtue of Condition 5(a),
shall, so long as the same remains unpaid, constitute "Arrears of Interest". Any Arrears of Interest and
any other amount, payment of which is deferred in accordance with Condition 5(a), will, subject to
Condition 2, automatically become immediately due and payable (irrespective of any prior written notice
to, or absence of objection from, the FSA) upon the earliest of the following (the "Resumption Date"):
(i) the date on which the Issuer declares a dividend or other distribution or payment on any class of its
share capital or pays interest on any other junior or pari passu ranking securities;
(ii) the date on which the Issuer notifies the Trustee that no Regulatory Intervention that has occurred
is or will be continuing on such date unless the Issuer is otherwise entitled to defer at such time by
virtue of Condition 5(a);
(iii) the date on which the Issuer commences and does not abandon a public offer to redeem, purchase
or acquire any of its ordinary shares or other junior or pari passu ranking securities;
(iv) the date on which an order is made or a resolution is passed for the winding-up of the Issuer (other
than a winding-up which has been approved in writing by the Trustee or by an Extraordinary
Resolution (as defined in the Trust Deed) of the Noteholders); and
(v) the date fixed for any redemption or purchase of Notes by or on behalf of the Issuer pursuant to
Condition 6 or Condition 8(a).
(c) No Default
Notwithstanding any other provision in these Conditions or the Trust Deed, any payment which for the
time being is not made by virtue of Condition 5(a) shall not constitute a default for any purpose (including,
but without limitation, Condition 8(a)) on the part of the Issuer. Arrears of Interest and any other amount,
payment of which is so deferred, shall not themselves bear interest.
6. Redemption and Purchase
(a) No Fixed Maturity
The Notes have no fixed redemption date and are redeemable only in accordance with the following
provisions of this Condition 6 or Condition 8(a) subject in each case to giving at least six months' prior
written notice to, and receiving no objection from, the FSA (or such shorter period of notice as the FSA
may accept and so long as such notice is required to be given).
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