Direct Line Insurance Group PLC ("Direct Line Group" or the "company") response to statement by Ageas SA/NV ("ageas")

The Board of Direct Line Group (the “Board”) notes the recent announcement made by Ageas regarding a possible offer for the Company.

The Board confirms that on 19 January 2024 it received a highly conditional, non-binding indicative proposal from Ageas to acquire the entire issued and to be issued share capital of Direct Line Group (the “Proposal”).

The terms of the Proposal comprised 100 pence in cash and one new Ageas share for every 25.24047 Direct Line Group shares. As at closing on 27 February 2024, the Proposal implies a value of 233 pence per Direct Line Group share.

The Board considered the Proposal with its advisers and considered it to be uncertain, unattractive, and that it significantly undervalued Direct Line Group and its future prospects while also being highly opportunistic in nature. Accordingly, the Board unanimously rejected the Proposal on 29 January 2024.

The Board is confident in Direct Line Group’s standalone prospects given its strong strategic position, powerful brands, and robust capital position. Adam Winslow will take up the role as CEO on 1 March. He is tasked with refreshing the strategy and operational focus of the Group with the clear objective of returning to a sustainable level of operating profit over time.

Direct Line Group shareholders are advised to take no action in relation to the possible offer. A further announcement will be made as and when appropriate.

There can be no certainty that any firm offer will be made.

In accordance with Rule 2.6(a) of the Code, Ageas is required, by not later than 5.00 p.m. on 27 March 2024, either to announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for the Company, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

The person responsible for arranging the release of this announcement on behalf of the Company is Neil Manser, Chief Financial Officer.

For the purposes of Rule 2.5(a) of the Code, this announcement is not being made with the approval of Ageas.

For further information, please contact:

Paul Smith

Director of Business Performance and Investor Relations

Email: paul.r.smith@directlinegroup.co.uk

Tel: +44 (0)7795 811263

Alan Oliver

Group Communications

Email: alan.oliver@directlinegroup.co.uk

Tel: +44 (0)7385 481295

Further information here