Direct Line Insurance : General Meeting Form of Proxy

Direct Line Insurance Group plc (the "Company")

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

Attendance Card

Please bring this card with you to the Meeting and present it at Shareholder registration.

The Chair of Direct Line Insurance Group plc invites you to attend the General Meeting of the Company, to be held at Riverbank House, 2 Swan Lane, London, EC4R 3AD on Thursday 19 October 2023 at 10:00am.

Shareholder Reference Number

Form of Proxy - General Meeting to be held on Thursday 19 October 2023 at 10:00am

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: 9 1 8 7 5 7

SRN:

PIN:

View the Class 1 Circular and Notice of General Meeting 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 Tuesday 17 October 2023 at 10:00am.

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 General Meeting (the "Meeting" and/or "GM"). 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). 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 [phone] 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 the 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.

1. Pursuant to regulation 41 of the Uncertificated 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 17 October 2023. 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.
2. 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 two business days 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 Uncertificated Securities Regulations 2001.
3. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on [phone] 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.
4. 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 certified copy of the power of attorney authorising him or her to sign on your behalf.

Kindly Note: This form is issued only to the addressee(s) and is specificAll 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.

Toppan Merrill, London

23-25392-2

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Form of Proxy

I/We hereby appoint the Chair of 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 General Meeting of Direct Line Insurance Group plc to be held at Riverbank House, 2 Swan Lane, London, EC4R 3AD on Thursday 19 October 2023 at 10:00am. 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.

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

✘

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 they intend to vote undirected proxies in favour of the resolution.

Resolution

1. To approve the Transaction.

Vote

For Against Withheld

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

SignatureDate

DD MM YY

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 officer duly authorised, stating their capacity (e.g. director, secretary).

E X T 1 8 7 4

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