Direct Line Insurance Group PLC

Proxy Solicitation & Information Statement • Mar 28, 2018

Direct Line Insurance Group plc (the "Company")

All correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

99999 MR SAM SAMPLE DESIGNATION (IF ANY) MR JOINT HOLDER 1 ADD1 ADD2 ADD3 ADD4 000001 SG350

Form of Proxy - Annual General Meeting to be held on 10 May 2018

Cast your proxy online...It's fast, easy and secure.

www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number ("SRN") and PIN shown opposite and agree to certain terms and conditions.

Control Number: 914799 PIN: SRN: C1234567890 1234

View the Annual Report online: www.directlinegroup.com

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To be effective, all proxy appointments must be lodged with the Company's Registrar online or at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 11.00am on 8 May 2018.

Explanatory Notes:

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his or her proxy to exercise all or any of his or her rights, to attend, speak and vote on their behalf at the Annual General Meeting (the "Meeting" and/or "AGM"). If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his/ her discretion as to whether, and if so how, he or she votes. On any other business arising at the Meeting (including any motion to amend a resolution or to adjourn the Meeting), the proxy will exercise his or her discretion.
• 2. To appoint more than one proxy, additional proxy forms may be obtained by contacting the Registrar's helpline on +44 (0)370 873 5880 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope to the abovementioned address.
• 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

Kindly Note: This form is issued only to the addressee(s) and is specifi c All Named Holders to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. Direct Line Insurance Group plc and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

• 4. Pursuant to regulation 41 of the Uncertifi cated Securities Regulations 2001, entitlement to attend and vote at the Meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company as at 8.00pm on Tuesday, 8 May 2018, which is not more than 48 hours before the time of the Meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the Meeting.
• 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertifi cated Securities Regulations 2001.
• 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on +44 (0)370 873 5880 between Monday and Friday, 8.30am to 5.30pm (excluding public holidays) to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service. The standard rate for calling an 0370 number costs no more than a national rate call from any type of phone or provider.
• 7. Any alterations made to this form should be initialled. If someone other than you signs the form of proxy, it must be returned with either the letter of authority, power of attorney or a certifi ed copy of the power of attorney authorising him or her to sign on your behalf.
• 8. The completion and return of this form will not preclude a member from attending the Meeting and voting in person.

MR A SAMPLE ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4

Form of Proxy

Please use a black pen. Mark with an X inside the box as shown in this example. ^X

I/We hereby appoint the Chairman of the Meeting OR the following person

C0123456789	MA L

Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).* Number of shares being voted.

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement* on my/our behalf at the Annual General Meeting of Direct Line Insurance Group plc to be held at the offi ces of Allen & Overy LLP, One Bishops Square, London E1 6AD at 11.00am on Thursday, 10 May 2018, and at any adjourned meeting.

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

Please tick here to indicate that this proxy appointment is one of multiple appointments being made.

You may authorise the Chairman to act as your proxy on each item of business by signing and returning this form. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman to vote for or against or abstain from voting by marking the appropriate box below. Please note that the Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

		Resolutions	For	Against Withheld	Vote
	1.	To receive the report and accounts for the year ended 31 December 2017
	2.	To approve the Directors' remuneration report
	3.	To declare a fi nal dividend of 13.6 pence per share
	4.	To re-elect Mike Biggs as a Director
	5.	To re-elect Paul Geddes as a Director
	6.	To re-elect Danuta Gray as a Director
	7.	To elect Mark Gregory as a Director
	8.	To re-elect Jane Hanson as a Director
	9.	To re-elect Mike Holliday-Williams as a Director
		10. To elect Penny James as a Director
FOLD HERE		11. To re-elect Sebastian James as a Director				HERE
		12. To elect Gregor Stewart as a Director
		13. To re-elect Clare Thompson as a Director
		14. To re-elect Richard Ward as a Director
		15. To re-appoint Deloitte as auditors
		16. To authorise the Audit Committee to agree the auditor's remuneration
		17. To authorise the Company to make political donations
		18. To authorise the Directors to allot new shares
		19. To disapply pre-emption rights
		20. To further disapply pre-emption rights in specifi c circumstances
		21. To authorise the Company to purchase its own shares
		22. To authorise the Directors to allot new shares in relation to an issue of Solvency II RT1 Instruments
		23. To authorise the Directors to disapply pre-emption rights in relation to an issue of Solvency II RT1 Instruments
		24. To authorise the Company to call general meetings on 14 clear days' notice

I/we instruct my/our proxy to vote on the resolutions proposed at the Meeting as indicated on this form. Unless otherwise instructed, the proxy may vote as he or she sees fi t or abstain in relation to any business of the Meeting.

C

	/			/

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or offi cer duly authorised, stating their capacity (e.g. director, secretary).

........ FOLD

12F9ME D04

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Poll Card

Resolutions		For	Against	Vote Withheld
1.	To receive the report and accounts for the year ended 31 December 2017
2.	To approve the Directors' remuneration report
3.	To declare a fi nal dividend of 13.6 pence per share
4.	To re-elect Mike Biggs as a Director
5.	To re-elect Paul Geddes as a Director
6.	To re-elect Danuta Gray as a Director
7.	To elect Mark Gregory as a Director
8.	To re-elect Jane Hanson as a Director
9.	To re-elect Mike Holliday-Williams as a Director
10.	To elect Penny James as a Director
11.	To re-elect Sebastian James as a Director
12.	To elect Gregor Stewart as a Director
13.	To re-elect Clare Thompson as a Director
14.	To re-elect Richard Ward as a Director
15.	To re-appoint Deloitte as auditors
16.	To authorise the Audit Committee to agree the auditor's remuneration
17.	To authorise the Company to make political donations
18.	To authorise the Directors to allot new shares
19.	To disapply pre-emption rights
20.	To further disapply pre-emption rights in specifi c circumstances
21.	To authorise the Company to purchase its own shares
22.	To authorise the Directors to allot new shares in relation to an issue of Solvency II RT1 Instruments
23.	To authorise the Directors to disapply pre-emption rights in relation to an issue of Solvency II RT1 Instruments
24.	To authorise the Company to call general meetings on 14 clear days' notice

Notes

• 1. Where voting as proxy or corporate representative please indicate this to the right of your signature and print your name and the name of the shareholder you represent.
• 1. If all votes on the resolution in respect of the shares you hold or represent are to be cast one way please mark X in the appropriate box above. If on the resolution you do not wish to use all your votes or to cast all your votes the same way please also insert in the appropriate box above, the number(s) of votes cast.
• 1. If you have lodged a proxy form appointing the Chairman of the meeting as your proxy and giving voting instructions and wish to vote as indicated on the proxy form it will simplify the count if instead of completing this card you leave your votes to be cast by proxy in accordance with your instructions.
• 1. The 'Vote Withheld' option is provided to enable you to abstain on any resolution. However it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

Print name of proxy/corporate representative

Signature

Print name of shareholder represented

Direct Line Insurance Group plc 2018 Annual General Meeting

The Annual General Meeting of Direct Line Insurance Group plc is to be held at the offi ces of Allen & Overy LLP, One Bishops Square, London E1 6AD at 11.00am on Thursday, 10 May 2018.

How to fi nd us Transport and directions to venue

On foot:

Bishops Square is within easy walking distance from Liverpool Street Station. Walk northwards up Bishopsgate and turn right into Brushfi eld Street. You will see an open square with trees and a white sail structure. Walk past the sail structure and take any of the three entrances to the offi ces of Allen & Overy LLP.

By underground:

The nearest underground station is Liverpool Street, which is on the Central, Hammersmith and City, Metropolitan and Circle lines. Other nearby underground stations are Aldgate on the Metropolitan and Circle lines and Aldgate East on the Hammersmith and City and District lines.

By taxi:

Ask your taxi driver to drop you off in Spital Square, just off Bishopsgate.

Attendance Card

For use if you are attending the Annual General Meeting of Direct Line Insurance Group plc at 11.00am on Thursday, 10 May 2018 at the offi ces of Allen & Overy LLP, One Bishops Square, London E1 6AD. (See above for location map.)

Tea and coffee will be served from 10.20am.

MR A SAMPLE MR A SAMPLE DESIGNATION (IF ANY) MR B SAMPLE MR C SAMPLE MR D SAMPLE

It would be helpful if you detach this slip and hand it in at the registration desk on your arrival at the AGM