As filed with the Securities and Exchange Commission on October 16, 2026
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
______________________________
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR
AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
______________
AVIVA PLC
(Exact name of issuer of deposited securities as specified in its charter)
______________
Not Applicable
(Translation of issuer’s name into English)
______________
England and Wales
(Jurisdiction of incorporation or organization of issuer)
______________________________
Deutsche Bank Trust Company Americas
(Exact name of depositary as specified in its charter)

1 Columbus Circle
New York, New York 10019
+(1) 212 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
______________
Depositary Management Corporation
570 Lexington Avenue, Suite 2405
New York, New York 10022
+ (1) 212 319-4800
(Address, including zip code, and telephone number, including area code, of agent for service)
______________________________
Copies to:
Melissa Butler, Esq.
Karen Katri, Esq.
White & Case LLP
5 Old Broad Street
London EC2N 1DW
United Kingdom
+1 305 925 4788
______________________________

It is proposed that this filing become effective under Rule 466:
☐ immediately upon filing.
☐ on (Date) at (Time).

If a separate registration statement has been filed to register the deposited shares, check the following box:  □
______________________________

CALCULATION OF REGISTRATION FEE

Title of each class
of Securities to be registered
Amount to be registered
Proposed
maximum aggregate price per unit (1)
Proposed
maximum aggregate offering price (2)
Amount of registration fee
American Depositary Shares, each representing two ordinary shares of Aviva plc
300,000,000 American Depositary Shares
$0.05
$15,000,000
$1,305.00

1 For the purpose of this table only the term "unit" is defined as one American Depositary Share.
2
Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Shares.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the United States Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

PART I
 
INFORMATION REQUIRED IN PROSPECTUS
The prospectus consists of the proposed form of American Depositary Receipt (“Receipt”) included as Exhibits A and B to the form of Deposit Agreement filed as Exhibit (a) to this registration statement and is incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

Required Information
 
Location in Form of Receipt Filed Herewith as Prospectus
         
1.
Name of depositary and address of its principal executive office
 
Face of Receipt – introductory paragraph
         
2.
Title of Receipts and identity of deposited securities
 
Face of Receipt – top center
         
Terms of Deposit:
   
         
 
(i)
The amount of deposited securities represented by one American Depositary Share (“ADS”)
 
Face of Receipt – upper right corner
 
         
 
(ii)
The procedure for voting the deposited securities
 
Reverse of Receipt – Articles 14 and 15
         
 
(iii)
The procedure for collecting and distributing dividends
 
Reverse of Receipt – Articles 13 and 14
         
 
(iv)
The procedures for transmitting notices, reports and proxy soliciting material
 
Face of Receipt – Article 12;
Reverse of Receipt – Articles 14 and 15
         
 
(v)
The sale or exercise of rights
 
Reverse of Receipt – Articles 13 and 14
         
 
(vi)
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
 
Face of Receipt – Articles 3, 6 and 9;
Reverse of Receipt – Articles 13 and 16
 
 
 
   
 
(vii)
Amendment, extension or termination of the deposit arrangements
 
Reverse of Receipt – Articles 20 and 21 (no provision for extension)
         
 
(viii)
The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts
 
Face of Receipt – Article 12
         
 
(ix)
Restrictions upon the right to transfer or withdraw the underlying securities
 
Face of Receipt – Articles 2, 3, 4, 6, 8, 9 and 10;
Reverse of Receipt – Article 22
         
 
(x)
Limitation on the depositary’s liability
 
Face of Receipt – Article 10;
Reverse of Receipt – Articles 15, 16, 17 and 18
         
3.
Fees and charges that a holder of Receipts may have to pay, either directly or indirectly
 
Face of Receipt – Article 9
       
4.
Fees and other direct and indirect payments made by the depositary to the foreign issuer of the deposited securities
 
Face of Receipt – Article 9

Item 2. AVAILABLE INFORMATION
As set forth in Article (12) of the Form of Receipt constituting the prospectus included herein, Aviva plc publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934, as amended, on its Internet Website (https://www.aviva.com) or through an electronic information delivery system generally available to the public in its primary trading market.
PART II


INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
 
(a)
Form of Amended and Restated Deposit Agreement, by and among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all holders and beneficial owners from time to time of ADSs issued thereunder (“Deposit Agreement”).  — Filed herewith as Exhibit (a).
 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the ADSs registered hereunder or the custody of the deposited securities represented thereby. — Not applicable.
 
(c)
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. — Not applicable.
 
(d)
Opinion of White & Case LLP, counsel to the Depositary, as to the legality of the securities to be registered. — Filed herewith as Exhibit (d).
 
(e)
Certification under Rule 466. — Not applicable.
 
(f)
Powers of attorney for certain officers and directors of the Company. — Set forth on the signature pages hereto.

Item 4. UNDERTAKINGS
 
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADRs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities; and (2) made generally available to the holders of the underlying securities by the issuer.
 
(b)
If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request.  The Depositary undertakes to notify each registered holder of an ADR thirty (30) days before any change in the fee schedule.


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this registration statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on October 16, 2026.
 
Legal entity created by the form of Deposit Agreement for the issuance of Receipts for ordinary shares, par value 25 pence per share of Aviva plc.
Deutsche Bank Trust Company Americas, as Depositary
   
   
 
By:
/s/ Michael Tompkins
 
   
Name:
Michael Tompkins  
   
Title:
Director
 
   
   
 
By:
/s/ Michael Curran
 
   
Name:
Michael Curran  
   
Title:
Vice President
 


Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this registration statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in London, the United Kingdom, on October 16, 2026.
 
Aviva plc
   
   
 
By:
/s/ Amanda Blanc
 
   
Name:
Amanda Blanc
 
   
Title:
Group Chief Executive Officer
 
   
   


POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Susan Adams, Charlotte Jones and Alice Parker, her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Under the requirements of the Securities Act, this registration statement has been signed by the following persons on October 16, 2026, in the capacities indicated.

Signature
 
Title
     
/s/ Amanda Blanc
 
Group Chief Executive Officer
Name:
Amanda Blanc
   
     
/s/ George Culmer
 
Chair
Name:
George Culmer
   
     
/s/ Cheryl Agius
 
Director
Name:
Cheryl Agius
   
     
/s/ Andrea Blance
 
Director
Name:
Andrea Blance
   
     

 
Director
Name:
Ian Clark
   
     

 
Director
Name:
Patrick Flynn
   
     

 
Director
Name:
Shonaid Jemmett-Page
   
     

 
Director
Name:
Mohit Joshi
   
     
/s/ Philippa Lambert
 
Director
Name:
Philippa Lambert
   
     

 
Director
Name:
James McConville
   
     
/s/ Michael Mire
 
Director
Name:
Michael Mire
   
     

 
Director
Name:
T. Neil Morrison
   
     
/s/ Charlotte Jones
 
Group Chief Financial Officer
Name:
Charlotte Jones
   
     
/s/ Manav Verma
 
Group Financial Controller (chief accounting officer)
Name:
Manav Verma
   
     


SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America, has signed this registration statement in New York, New York, United States of America on October 16, 2026.
 
Depositary Management Corporation
   
   
 
By:
s/ George Boychuk
 
   
Name:
George Boychuk
 
   
Title:
Managing Director
 
   
   



Index to Exhibits
Exhibit
Document
(a)
Form of Amended and Restated Deposit Agreement
(d)
Opinion of White & Case LLP, counsel to the Depositary


ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

form_of_deposit_agreement.htm

opinion_of_whitecase_llp.htm