Aviva International Holdings Limited

Summary of Combination Summary of the Combination under sub-regulation 2 of Regulation 13 of the Competition Commission of India (Combinations) Regulations, 2024 as amended

A. Name of the Parties to the Combination

The names of the parties to the combination are: a. Aviva International Holdings Limited (“AIH” / “Acquirer”); b. Aviva Life Insurance Company India Limited (“Aviva India” / “Target”); Together, AIH and Aviva India are referred to as the Parties.

B. Nature and Purpose of the Combination

The proposed combination is an ‘acquisition of shares’ of an additional 26% of the issued and paid-up equity share capital of the Target by the Acquirer / AIH from its existing joint venture partner, Dabur Invest Corp (“Dabur” / “DIC”) (“Proposed Combination”) pursuant to increase in permissible foreign investment limit in the insurance sector from 74% to 100%. The Proposed Combination involves acquisition of 56,93,74,000 equity shares of Aviva India by AIH. After completion of the Proposed Combination, AIH will become the sole shareholder of Aviva India, holding 100% of its equity share capital. Thus, Aviva India will become a wholly owned subsidiary of AIH. Further, consequent to the consummation of the Proposed Combination, the existing joint venture agreement dated August 7, 2001 executed by and between AIH, Dabur and Aviva India along with subsequent amendments thereto (“JVA”) will be terminated and Dabur will cease to have any rights (ordinary/special) in Aviva India. The Proposed Combination will therefore also result in change in control in Aviva India. The purpose of the Proposed Combination is pursuant to exercise of rights of AIH in accordance with Clause 16.1.1 (a) and Clause 16.1.1 (b) of the JVA.

The Proposed Combination is being notified to the Hon’ble Commission pursuant to sub-section (2) read with sub- section (4) of Section 6 of the Competition Act, 2002 (“Act”) as an acquisition of shares of Aviva India by AIH under section 5(a)(i) read with section 5(d) of the Act.

C. Products, Services and Business(es) of the Parties to the Combination

AIH: AIH is a company incorporated in England under the laws of England and Wales, which form part of the United Kingdom of Great Britain and Northern Ireland and is a part of the Aviva group of companies. AIH is an investment holding company and does not carry on any business or operations on its own. AIH is the holding company of Aviva India through which life insurance business operations are conducted in India. AIH does not have any other life insurance business operations in India other than through Aviva India.

Aviva India: Aviva India is registered with the Insurance Regulatory and Development Authority of India (“IRDAI”) as a life insurance company and is in the business of life insurance and offers insurance products including saving plans, term protection plans, health plans, pension products and micro insurance (rural) products. Products of Aviva India include term insurance plans, guaranteed savings plans, Unit Linked Insurance Plans, Retirement Plans and Group Insurance Plans for individuals.

There are no horizontal or vertical overlaps or complimentary relationships between the Parties to the combination in relation to their business activities or their group entities in India.

D. The respective markets in which the Parties to the Combination operate

AIH does not carry on any business operations in India. Aviva India is a registered life insurer with IRDAI and is not licensed to undertake any other class of insurance business in India. Aviva India does not have any worldwide activities. The entire business activities of Aviva India are conducted within India. Therefore, the relevant product market is ‘life insurance’ and relevant geographical market is India.

The Proposed Combination will not lead to any change in the competitive landscape or cause any appreciable adverse effect on competition in India.

E. ‘Green Channel’ Notification

Given that there are no horizontal overlaps, vertical relationships or complementary businesses between the Acquirer i.e., AIH and the Target i.e., Aviva India in India, the Proposed Combination does not raise any risk of an appreciable adverse effect on competition in the market and is being notified under the Green Channel route, under Regulation 5 (5) read with Schedule III of the Competition Commission of India (Combinations) Regulations, 2024 (as amended).