Direct Line Insurance Group PLC

Proxy Solicitation & Information Statement • Apr 6, 2021

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, 13 May 2021

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

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SG350

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: 916994 PIN: SRN: C1234567890 1234

View the Annual Report online: www.directlinegroup.co.uk/en/investors

Register at www.investorcentre.co.uk - manage your shareholding online, the easy way.

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, 11 May 2021.

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 Chair, please insert the name of your chosen proxy holder in the space provided (see reverse). However, in view of the Government's current restrictions on gatherings of more than two people, we strongly advise you to appoint the Chair of the Meeting as your proxy. Our current expectation is that restrictions on public gatherings will remain in place on the date of the AGM and the Board has, therefore, taken the decision to ask shareholders not to attend the Meeting's physical venue this year. 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, withdraw 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.

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.

• 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.
• 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, 11 May 2021. 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.

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

Electronic attendance at AGM

For the 2021 AGM, the Company is, for the fi rst time, enabling shareholders to attend and participate in the meeting electronically. Access to the meeting will be available from 10.30 a.m. on 13 May 2021, via www.web.lumiagm.com.

Accessing the Lumi AGM Platform

The Lumi-facilitated AGM can be accessed online using most well-known internet browsers such as Internet Explorer (not compatible with versions 10 and below), Chrome, Firefox and Safari on a PC, laptop or internet-enabled device such as a tablet or smartphone. Please go to www.web.lumiagm.com on the day.

Logging In

On accessing the AGM platform, you will be asked to enter a Meeting ID which is 149-708-266. You will then be prompted to enter your unique SRN and Password as follows:

SRN: C1234567890

PIN: 1234

Form of Proxy		Please use a black pen. Mark with an X inside the	X
I/We hereby appoint the Chair of		box as shown in this example.
the Meeting OR the following person	Please leave this box blank if you have selected the Chair. 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, and broadcast from, the offi ces of the Company, at Churchill Court, Westmoreland Road, Bromley, BR1 1DP, on Thursday, 13 May 2021 at 11.00 a.m., with facilities to attend electronically. We strongly advise you to appoint the Chair as your proxy. * 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 Chair of the Meeting as your proxy, she intends to vote undirected proxies in favour of each item of business. Vote

Resolutions		For	Against Withheld
1.	To receive the report and accounts for the year ended 31 December 2020
2. FOLD	To approve the Directors' remuneration report
3.	To approve the dividend declaration			HERE
4.	To re-elect Danuta Gray as a director
5.	To re-elect Mark Gregory as a director
6.	To re-elect Tim Harris as a director
7.	To re-elect Penny James as a director
8.	To re-elect Sebastian James as a director
9.	To elect Adrian Joseph as a director
	10. To re-elect Fiona McBain as a director
	11. To re-elect Gregor Stewart as a director
	12. To re-elect Richard Ward as a director
	13. To re-appoint Deloitte LLP as auditor
	14. To authorise the Audit Committee to agree the auditor's remuneration
	15. To authorise the Company to make political donations/incur political expenditure
	16. To authorise the Directors to allot new shares
	17. To disapply pre-emption rights (general) *
	18. To disapply pre-emption rights (acquisitions/capital investments) *
	19. To authorise the Company to purchase its own shares *
	20. To authorise the Company to call a general meeting on 14 clear days' notice *
	21. To authorise Directors to allot new shares in relation to an issue of RT1 Instruments
	22. To authorise Directors to disapply pre-emption rights in relation to an issue of RT1 Instruments *

* 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).

C CS 0 0 0 7 01 DL I

12PMVC D01

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