Direct Line Insurance Group PLC

Proxy Solicitation & Information Statement • Apr 2, 2019

Direct Line Insurance Group plc (the "Company")

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

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

Form of Proxy - Annual General Meeting to be held on Thursday 9 May 2019

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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 11.00 a.m. on Tuesday 7 May 2019.

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 8.00 p.m. on Tuesday, 7 May 2019. 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, 8.30 a.m. to 5.30 p.m. (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 a 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 Deloitte LLP, 2 New Street Square, London, EC4A 3BZ at 11.00 a.m. on Thursday, 9 May 2019, 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 can direct your proxy to vote for or against or abstain from voting by marking the appropriate box below. Please note that if you have appointed the Chairman of the Meeting as your proxy, he intends to vote undirected proxies in favour of each item of business.

		Resolutions	For	Vote Against Withheld
	1.	To receive the report and accounts for the year ended 31 December 2018
	2.	To approve the Directors' remuneration report
FOLD HERE	3.	To declare a fi nal dividend of 14.0 pence per share
	4.	To re-elect Mike Biggs as a director
	5.	To re-elect Danuta Gray as a director
	6.	To re-elect Mark Gregory as a director
	7.	To re-elect Jane Hanson as a director
	8.	To re-elect Mike Holliday-Williams as a director
	9.	To re-elect Penny James as a director
		10. To re-elect Sebastian James as a director			FOLD
		11. To elect Fiona McBain as a director			HERE
		12. To re-elect Gregor Stewart as a director
		13. To re-elect Richard Ward as a director
		14. To re-appoint Deloitte LLP as auditor
		15. To authorise the Audit Committee to agree the auditor's remuneration
		16. To authorise the Company to make political donations/incur political expenditure
		17. To authorise the Directors to allot new shares
		18. To disapply pre-emption rights (general) *
		19. To disapply pre-emption rights (acquisitions/capital investments) *
		20. To authorise the Company to purchase its own shares *
		21. To authorise Directors to allot new shares in relation to an issue of Solvency II RT1 Instruments
		22. To authorise Directors to disapply pre-emption rights in relation to an issue of Solvency II RT1 Instruments *
		23. To authorise the Company to call a general meeting on 14 clear days' notice *

* These resolutions are special resolutions.

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.

/ /

Signature Date

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).

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Poll Card

Resolutions		For	Against	Vote Withheld
1.	To receive the report and accounts for the year ended 31 December 2018
2.	To approve the Directors' remuneration report
3.	To declare a fi nal dividend of 14.0 pence per share
4.	To re-elect Mike Biggs as a director
5.	To re-elect Danuta Gray as a director
6.	To re-elect Mark Gregory as a director
7.	To re-elect Jane Hanson as a director
8.	To re-elect Mike Holliday-Williams as a director
9.	To re-elect Penny James as a director
10.	To re-elect Sebastian James as a director
11.	To elect Fiona McBain as a director
12.	To re-elect Gregor Stewart as a director
13.	To re-elect Richard Ward as a director
14.	To re-appoint Deloitte LLP as auditor
15.	To authorise the Audit Committee to agree the auditor's remuneration
16.	To authorise the Company to make political donations/incur political expenditure
17.	To authorise the Directors to allot new shares
18.	To disapply pre-emption rights (general)*
19.	To disapply pre-emption rights (acquisitions/capital investments)*
20.	To authorise the Company to purchase its own shares*
21.	To authorise Directors to allot new shares in relation to an issue of Solvency II RT1 Instruments
22.	To authorise Directors to disapply pre-emption rights in relation to an issue of Solvency II RT1 Instruments*
23.	To authorise the Company to call a general meeting on 14 clear days' notice*

* These resolutions are special resolutions.

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 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 your 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 2019 Annual General Meeting

The Annual General Meeting of Direct Line Insurance Group plc is to be held at the offi ces of Deloitte LLP, 2 New Street Square, London, EC4A 3BZ at 11.00 a.m. on Thursday, 9 May 2019.

How to fi nd us

Transport and directions to venue

On foot:

New Street Square is a small pedestrianised square in the middle of an 'island' of 4 offi ce buildings bounded by New Fetter Lane, Bartlett Court, New Street Square (a road in this instance), Printer Street, East Harding Street, Pemberton Row, West Harding Street and Fetter Lane. The entrance to Deloitte LLP, 2 New Street Square, is on the North East corner of this pedestrianised square, to the right of The Refi nery wine bar.

By underground:

There are several stations nearby on different lines: Farringdon is served by Hammersmith & City, Circle and Metropolitan lines; Chancery Lane is on the Central Line; and Blackfriars on the District and Circle Lines. Each of these stations are a little under 10 minutes' walk away from the venue.

By Rail:

City Thameslink (served by Thameslink and Southeastern) is 5 minutes' walk away. Farringdon (First Capital Connect) and Blackfriars (Thameslink and Southeastern) stations are a little under 10 minutes' walk away from the venue.

Attendance Card

For use if you are attending the Annual General Meeting of Direct Line Insurance Group plc at 11.00 a.m. on Thursday, 9 May 2019 at the offi ces of Deloitte LLP, 2 New Street Square, London, EC4A 3BZ. (See above for location map.)

Tea and coffee will be served from 10.20 a.m.

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