Direct Line Insurance : 2023 Proxy Form

Direct Line Insurance Group plc (the "Company")

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DESIGNATION (IF ANY)

MR JOINT HOLDER 1

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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 Annual General Meeting of the Company, to be held at the offices of Direct Line Insurance Group plc, No.1 Minster Court, Mincing Lane, London, EC3R 7AA on Tuesday, 9 May 2023 at 11.00 a.m.

Shareholder Reference Number

C1234567890

Form of Proxy - Annual General Meeting to be held on Tuesday, 9 May 2023

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

@	www.investorcentre.co.uk/eproxy	Control Number: 918351
SRN: C1234567890
	You will be asked to enter the Control Number, Shareholder Reference Number
	PIN: 1234
	("SRN") and PIN shown opposite and agree to certain terms and conditions.

View the Annual Report & Accounts 2022 and Notice of Annual General Meeting 2023 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 Thursday, 4 May 2023.

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). 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 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.

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 Thursday, 4th May 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 specific	All Named Holders
to the unique designated account printed hereon. This personalised
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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	ADDITIONAL HOLDER 1
that does not comply with these conditions.	ADDITIONAL HOLDER 2
	ADDITIONAL HOLDER 3
	ADDITIONAL HOLDER 4

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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.

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

X

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 offices of the Company, at No. 1 Minster Court, Mincing Lane, London EC3R 7AA, on Tuesday, 9 May 2023 at 11.00 a.m.

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.

	Resolutions				Vote
	For	Against Withheld
	1.	To receive the Report and Accounts of the Company for the year ended 31 December 2022.
	2.	To approve the Directors' Remuneration Report.
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. . . . . . . .	3.	To approve the Directors' Remuneration Policy.
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	4.	To elect Mark Lewis as a Director of the Company.
	5.	To re-elect Tracy Corrigan as a Director of the Company.
	6.	To re-elect Danuta Gray as a Director of the Company.
	7.	To re-elect Mark Gregory as a Director of the Company.
	8.	To re-elect Sebastian James as a Director of the Company.
	9.	To re-elect Adrian Joseph as a Director of the Company.
	10.	To re-elect Neil Manser as a Director of the Company.
	11.	To re-elect Fiona McBain as a Director of the Company.
	12.	To re-elect Gregor Stewart as a Director of the Company.
	13.	To re-elect Richard Ward as a Director of the Company.
	14.	To re-appoint Deloitte LLP as the Company's Auditor until the next AGM.
	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 grant the Directors general authority to disapply pre-emption rights. *
	19.	To grant the Directors additional authority to disapply pre-emption rights (acquisitions/capital investments). *
	20.	To authorise the Company to purchase its own shares. *
	21.	To authorise the Company to call a general meeting, other than an Annual General Meeting, on 14 clear days' notice. *
	22.	To authorise Directors to allot new shares in relation to an issue of RT1 Instruments.
	23.	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 fit 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 officer duly authorised, stating their capacity (e.g. director, secretary).

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