Direct Line Insurance : Launch of Tender Offer

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (INCLUDING PUERTO RICO, THE US VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE 'OFFER AND DISTRIBUTION RESTRICTIONS' BELOW)

LAUNCH OF TENDER OFFER

Direct Line Insurance Group plc announces Tender Offer for its

£500,000,000 Fixed/Floating Rate Guaranteed Subordinated Notes due 2042

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.

22 November 2017. Direct Line Insurance Group plc (1)(the Company) announces today an invitation to holders of its £500,000,000 Fixed/Floating Rate Guaranteed Subordinated Notes due 2042 (ISIN: XS0773947618) (the Notes) to tender such Notes for purchase by the Company for cash (the Offer).

The Offer is being made on the terms and subject to the conditions contained in a tender offer memorandum dated 22 November 2017 (the Tender Offer Memorandum) prepared by the Company, and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

For detailed terms of the Offer, please refer to the Tender Offer Memorandum, copies of which are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Rationale for the Offer

The purpose of the Offer is to improve the capital structure and debt profile of the Group. Alongside the Offer, the Company is also announcing the launch of a proposed issue of Sterling-denominated Fixed Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes (the New Notes). The Company intends that proceeds of the issue of the New Notes will be used to fund the purchase of Notes pursuant to the Offer. The issue of the New Notes and the Offer together are intended to have a broadly neutral effect on the solvency position of the Company and to have no material impact on future dividend paying capacity. In particular, the issue of the New Notes and the Offer are intended to:

· create additional headroom for Tier 2 and Tier 3 capital in the Company;

· reduce the debt refinancing risk of the Company; and

· improve the quality of the Group capital.

Summary of the Offer

A summary of certain of the terms of the Offer appears below:

Details of the Offer

Purchase Price and Accrued Interest

The Company will pay, for Notes accepted by it for purchase pursuant to the Offer, a cash purchase price equal to the Purchase Price. The Purchase Price will be calculated by the Dealer Managers in the manner described in the following paragraph by reference to the Purchase Yield.

The Purchase Price will be determined by the Dealer Managers at the Price Determination Time in accordance with market convention and is intended to reflect a yield to the first call date of the Notes (being 27 April 2022) on the Settlement Date based on the Purchase Yield expressed as a percentage (and rounded to the nearest 0.001 per cent., with 0.0005 per cent. being rounded upwards). Specifically, the Purchase Price will equal (a) the value of all remaining payments of principal and interest on the Notes up to and including the first call date of the Notes (being 27 April 2022), assuming the principal is paid on such first call date, discounted to the Settlement Date at a discount rate equal to the Purchase Yield, minus (b) the Accrued Interest.

In addition to the Purchase Price, the Company will also pay the Accrued Interest Payment in respect of all Notes purchased pursuant to the Offer.

New Financing Condition

The Company is today announcing its intention to issue the New Notes, subject to market conditions.

The Company is not under any obligation to accept any tender of Notes for purchase pursuant to the Offer. The acceptance for purchase by the Company of Notes tendered pursuant to the Offer is at the sole discretion of the Company and tenders may be rejected by the Company for any reason.

The purchase of any Notes by the Company pursuant to the Offer is also subject, without limitation, to the successful completion (in the sole determination of the Company) of the issue of the New Notes (the 'New Financing Condition'). At the date hereof, the Company expects the New Financing Condition to be satisfied upon confirmation from the Prudential Regulation Authority (the 'PRA') that it is satisfied that the Company has received the net proceeds of issue of the New Notes.

The New Notes are not being, and will not be, offered or sold in the United States. Nothing in this announcement or the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the 'Securities Act'). The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons.

The New Notes are complex financial instruments and are not a suitable or appropriate investment for all investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of securities with features similar to the New Notes to retail investors. In particular, in June 2015, the UK Financial Conduct Authority published the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which took effect from 1 October 2015 (the 'PI Instrument').

No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.

Final Acceptance Amount and Scaling

If the Company decides to accept any Notes for purchase, the Company currently proposes to accept for purchase pursuant to the Offer an aggregate nominal amount of Notes of up to £250,000,000, although the Company reserves the right in its sole discretion to accept significantly less than or significantly more than (or none of) such amount for purchase pursuant to the Offer (the final amount accepted for purchase pursuant to the Offer being the 'Final Acceptance Amount').

If the Company accepts any Notes for purchase pursuant to the Offer and the aggregate nominal amount of Notes validly tendered is greater than the Final Acceptance Amount, the Company intends to accept such Notes for purchase on a pro ratabasis such that the aggregate nominal amount of such Notes accepted for purchase is no greater than the Final Acceptance Amount, as more fully described in the Tender Offer Memorandum.

New Issue Priority

A Noteholder that wishes to subscribe for New Notes in addition to tendering Notes for purchase pursuant to the Offer may, at the Company's option in its sole and absolute discretion, receive priority in the allocation of the New Notes, subject to the completion of the Offer, the issue of the New Notes and the satisfaction of various steps as set out in the Tender Offer Memorandum. Any such priority will be given for an aggregate nominal amount of New Notes (such priority amount, a 'New Issue Priority') up to the aggregate nominal amount of Notes subject to (i) a Noteholder's valid Tender Instruction which includes a Priority Option Code (such Tender Instruction, a 'Tender Instruction with Priority Option Code'), and (ii) the acceptance for purchase by the Company of the Notes so tendered.

A Priority Option Code shall not be binding on the Company or the managers in respect of the issue of New Notes. Accordingly, the aggregate principal amount of New Notes, if any, for which priority will be given to any Noteholder will be subject to the sole and absolute discretion of the Company.

As the minimum denomination of the New Notes is £200,000, a Noteholder wishing to receive a New Issue Priority must tender for purchase pursuant to the Offer at least £200,000 in aggregate nominal amount of Notes (including after any pro ratascaling, if applicable).

Any Noteholder that is eligible and wishes to receive New Issue Priority must contact a Dealer Manager to register its interest and to obtain a Priority Option Code.

Tender Instructions

In order to be eligible to participate in, and receive the Purchase Price and the Accrued Interest Payment on the Settlement Date pursuant to, the Offer, a Noteholder must validly tender its Notes by delivering, or arranging to have delivered on its behalf, a valid Tender Instruction that is received by the Tender Agent by 4.00 p.m. (London time) on 30 November 2017. Tender Instructions will be irrevocableexcept in the limited circumstances described in the Tender Offer Memorandum.

Each Tender Instruction may be a Tender Only Instruction or a Tender Instruction with Priority Option Code. The submission of a Tender Instruction with Priority Option Code is not itself an application to subscribe for any New Notes.

Tender Instructions must be submitted in respect of Notes with a nominal amount equal to £100,000 (being the minimum denomination of the Notes) or an integral multiple of £1,000 in excess thereof. Any Tender Instruction which relates to a nominal amount of Notes of less than £100,000 (including after any pro ratascaling, if applicable) will be rejected.

Indicative Timetable for the Offer

The above dates and times are subject, where applicable, to the right of the Company to extend, re-open, amend, waive any condition of and/or terminate the Offer. Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes whether such intermediary would require to receive instructions to participate in the Offer before the deadlines specified above. The deadlines set by each Clearing System for the submission of Tender Instructions will also be earlier than the relevant deadlines above.

Unless stated otherwise, announcements relating to the Offer will be made: (i) by the issue of a press release to a Notifying News Service; (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants; or (iii) via an RIS, and may also be found on the relevant Reuters International Insider Screen. Copies of all announcements, notices and press releases can also be obtained from the Tender Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offer. In addition, Noteholders may contact the Dealer Managers for information using the contact details below.

Holders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offer.

Deutsche Bank AG, London Branch, HSBC Bank plc and The Royal Bank of Scotland plc (trading as NatWest Markets) are acting as Dealer Managers for the Offer and Lucid Issuer Services Limited is acting as Tender Agent.

Questions and requests for assistance in connection with the Offer may be directed to the Dealer Managers.

Questions and requests for assistance in connection with the procedures for participating in the Offer, including the delivery of Tender Instructions, may be directed to the Tender Agent.

This announcement is released by Direct Line Insurance Group plc and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ('MAR'), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Anthony John Reizenstein, Chief Financial Officer at Direct Line Insurance Group plc.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Holder is in any doubt as to the contents of this announcement and/or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Offer. The Dealer Managers are acting exclusively for the Company and no one else in connection with the arrangements described in this announcement and the Tender Offer Memorandum and will not be responsible to any Holder for providing the protections which would be afforded to customers of the Dealer Managers or for advising any other person in connection with the Offer. None of the Company, the Dealer Managers or the Tender Agent has made or will make any assessment of the merits and risks of the Offer or of the impact of the Offer on the interests of the Holders either as a class or as individuals, and none of them makes any recommendation as to whether Holders should tender Notes pursuant to the Offer. None of the Company, the Dealer Managers or the Tender Agent (or any of their respective directors, employees or affiliates) is providing Holders with any legal, business, tax or other advice in this announcement and/or the Tender Offer Memorandum. Holders should consult with their own advisers as needed to assist them in making an investment decision and to advise them whether they are legally permitted to tender Notes for cash.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or to participate in the Offer under applicable securities laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum come(s) are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell the Notes (and tenders of Notes in the Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and either Dealer Manager or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

Nothing in this announcement nor the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction.

United States.The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States. Any purported tender of Notes in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by, or by any person acting for the account or benefit of, a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted. The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons. Each holder of Notes participating in the Offer will represent that it is not located in the United States and is not participating in such Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States. For the purposes of this and the above paragraph, 'United States' means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

United Kingdom.The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer in respect of the Notes is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom, and are only for circulation to persons outside the United Kingdom or to persons within the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order')), or within Article 43(2) of the Order, or within Article 49(2)(a) to (d) of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order.

Belgium.None of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer in respect of the Notes have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority ('Autorité des services et marchés financiers/Autoriteit voor Financiële Diensten en Markten') and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended (the 'Belgian Takeover Law'). Accordingly, the Offer may not be advertised and the Offer will not be extended, and none of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to 'qualified investors' in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account or (ii) in any circumstances set out in Article 6, § 4 of the Belgian Takeover Law. This announcement and the Tender Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in this announcement and the Tender Offer Memorandum may not be used for any other purposes or disclosed to any other person in Belgium.

France.The Offer is not being made, directly or indirectly, to the public in France. None of this announcement, the Tender Offer Memorandum and any other documents or offering materials relating to the Offer in respect of the Notes have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portfeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Offer. This announcement and the Tender Offer Memorandum have not been submitted to the clearance procedures (visa) of the Autorité des marchés financiers.

Italy. None of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa('CONSOB') pursuant to Italian laws and regulations. The Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the 'Financial Services Act') and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the 'Issuers' Regulation'). The Offer is also being carried out in compliance with article 35-bis, paragraph 7 of the Issuers' Regulation. A holder of Notes located in the Republic of Italy can tender Notes through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with all applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offer.

Spain.None of the Offer, this announcement and the Tender Offer Memorandum constitutes the offer of securities or the solicitation of the offer of securities to the public in Spain under the Spanish Securities Market Law (Ley 24/1988, de 28 de Julio, del Mercado de Valores), Royal Decree 1310/2005, 4 November 2005 and Royal Decree 1066/2007, of 27 July 2007. Accordingly, neither this announcement nor the Tender Offer Memorandum has been submitted for approval and has not been approved by the Spanish Securities Market Regulator (Comisión Nacional del Mercado de Valores).

RESTRICTIONS ON MARKETING AND SALES TO RETAIL INVESTORS: The New Notes are complex financial instruments and are not a suitable or appropriate investment for all investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of securities with features similar to the New Notes to retail investors. In particular, in June 2015, the UK Financial Conduct Authority published the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which took effect from 1 October 2015 (the 'PI Instrument'). The rules set out in the PI Instrument (as such rules may be amended or replaced from time to time) are referred to below as the 'PI Rules'. By purchasing, or making or accepting an offer to purchase, any New Notes (or a beneficial interest therein) from the Company and/or any Dealer Manager (as a manager in respect of the New Notes), each prospective investor will represent, warrant, agree with, and undertake to, the Company and the Dealer Managers that (i) it is not a retail client in the EEA (as defined in the PI Rules); and (ii) it will not (A) sell or offer the New Notes (or any beneficial interest therein) to retail clients in the EEA; or (B) communicate (including the distribution of the Tender Offer Memorandum) or approve an invitation or inducement to participate in, acquire or underwrite the New Notes (or any beneficial interests therein) where that invitation or inducement is addressed to or disseminated in such a way that it is likely to be received by a retail client in the EEA (in each case within the meaning of the PI Rules), in any such case other than (i) in relation to any sale or offer to sell New Notes (or any beneficial interest therein) to a retail client in or resident in the United Kingdom (the 'UK'), in circumstances that would not (were the New Notes within the scope of the PI Rules) give rise to a contravention of the PI Rules by any person and/or (ii) in relation to any sale or offer to sell New Notes (or any beneficial interest therein) to a retail client in any EEA member state other than the UK, where (a) it has conducted an assessment and concluded that the relevant retail client understands the risks of an investment in the New Notes (or such beneficial interest therein) and is able to bear the potential losses involved in an investment in the New Notes and (b) it has at all times acted in relation to such sale or offer in compliance with the Markets in Financial Instruments Directive (2004/39/EC) ('MiFID') to the extent it applies to it or, to the extent MiFID does not apply to it, in a manner which would be in compliance with MiFID if it were to apply to it; and it will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or outside the EEA) relating to the promotion, offering, distribution and/or sale of the New Notes (and any beneficial interest therein), including (without limitation) any such laws, regulations and regulatory guidance relating to determining the appropriateness and/or suitability of an investment in the New Notes (or any beneficial interest therein) by investors in any relevant jurisdiction.

Furthermore no key information document required by Regulation (EU) No 1286/2014 (the 'PRIIPs Regulation') for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been (or is intended to be) prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation (once in force).

1 LEI: 213800FF2R23ALJQOP04