LISTING PARTICULARS DATED 5 DECEMBER 2017 Direct Line Insurance Group plc (incorporated with limited liability in England and Wales under the Companies Act 1985 with registered number 02280426) £ 350,000,000 Fixed Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes Issue Price 100 .00 per cent. The £ 350,000,000 Fixed Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes (the " Notes ") will be issued by Direct Line Insurance Group plc (the " Issuer ") on 7 December 2017 (the " Issue Date "). The Notes will constitute direct, unsecured and subordinated obligations of the Issuer. The terms and conditions of the Notes are set out more fully in " Terms and Conditions of the Notes " below (the " Conditions "). The Notes will bear interest on their principal amount from (and including) the Issue Date to (but excluding) 7 December 202 7 ( the " First Call Date ") at a fixed ra te of 4.75 0 per cent. per annum and thereafter at a fixed rate of interest which will be reset on the First Call Date and on each fifth anniversary of the First Call Date thereafter (each a " Reset Date " as provided in the Conditions ) . Interest will be payable on the Notes semi - annually in arrear on 7 June and 7 December (each an " Interest Payment Date ") in each year commencing on 7 June 2018 , subject to cancellation as provided below and as further described in the Conditions . The Issuer may elect at a ny time to cancel (in whole or in part) any Interest Payment (as defined herein) otherwise scheduled to be paid on an Interest Payment Date and shall, save as otherwise permitted pursuant to the Conditions, cancel in full an Interest Payment upon the occur rence of a Mandatory Interest Cancellation Event (as defined herein) with respect to that Interest Payment. Any interest accr ued in respect of an Interest Payment Date which falls on or after the date on which the Conversion Trigger Event (as defined her ei n) occurs shall also be cancelled. The cancellation of any Interest Payment shall not constitute a default for any purpose on the part of the Issuer. Any Interest Payment (or part thereof) which is cancelled in accordance with the Conditions shall not beco me due and payable in any circumstances. Subject as provided in the Conditions, all payments in respect of or arising from the Notes will be conditional upon the Issuer being solvent (as defined in the Conditions) at the time for payment and immediately th ereafter. Payments in respect of the Notes by or on behalf of the Issuer will be made without withholding or deduction for, or on accou nt of, taxes of the United Kingdom, unless that withholding or deduction is required by law. In the event that any such w ithholding or deduction is made in respect of payments of interest (but not in respect of any payments of principal), additional amounts may be payable by the Issuer, subj ect to certain exceptions, as more fully described in the Conditions. The Notes will be perpetual securities with no fixed redemption date. The Issuer shall only have the right to redeem or purchase the Notes in accordance with the Conditions. Noteholders (as defined herein) will have no right to require the Issuer to redeem or purchase the Notes at any time. Subject to the Regulatory Clearance Condition (as defined herein) having been satisfied, and to compliance with the Redemptio n and Purchase Conditions (as defined herein), the Notes may be redeemed at the option of the Issuer on th e First Call Date or any Interest Payment Date thereafter at their principal amount plus accrued interest (if any). Upon the occurrence of certain specified events relatin g to taxation or following the occurrence of (or if there will occur in the forthcom ing six months) a Capital Disqualification Event or a Ratings Methodology Event (each as defined herein), the Issuer may redeem the Notes at their principal amount plus accrued interest (if any) or vary or substitu te the Notes for Qualifying Tier 1 Notes ( as defined herein) or Rating Agency Compliant Notes (as defined herein), in each case subject to satisfaction of the Regulatory Clearance Condition , certain other conditions and (in the case of a redemption) to compliance with the Redemption and Purchase C onditions, a ll as more fully described in the Conditions. UPON THE OCCURRENCE OF A CONVERSION TRIGGER EVENT (AS DEFINED HEREIN) THE NOTES WILL BE IRREVOCABLY CONVERTED INTO ORDINARY SHARES OF THE ISSUER AT THE PREVAILING CONVERSION PRICE (AS DEFINED HEREIN). With effect from the Conversion Date (as defined herein), no Noteholder will have any rights against the Issuer with respect to the repayment of principal or interest in respect of the Notes. The Notes are not convertible at the option of the Note holders at any time. The Notes will be in registered form and will be issued in denominations of £200,000 and integral multiples of £1,000 in excess thereof. This document has been approved by the Irish Stock Exchange plc (the " Irish Stock Exchange " ) as Li sting Particulars. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the official list (the " Official List ") and to trading on the Global Exchange Market of the Irish Stock Exchange (" GEM "). References in these Listing P articulars to the Notes being " listed " (and all related references) shall mean that the Notes have been admitted to the Official List and have been admitted to trading on GEM. GEM is the exchange regulated market of the Irish Stock Exchange and is not a re gulated market for the purposes of Directive 2004/39/EC. The Notes and any Ordinary Shares (as defined herein) which may be delivered upon conversion of the Notes have not been and w ill not be registered under the U.S. Securities Act of 1933, as amended (t he " Securities Act ") or with any securities regulatory authority of any state or other jurisdiction of the United States. Subject to certain exceptions, Notes and any Ordinary Shares which may be delivered upon c onversion of the Notes may not be offered, s old or delivered within the United States or to U.S. persons. The Notes are expected to be assigned a rating of BB by Standard & Poor's Credit Market Services Europe Limited (" Standard & Poor's "). Standard & Poor's is established in the European Union (the " EU " ) and is registered under Regulation (EC) No. 1060/2009 (as amended) of the European Parliament and of the Council of 16 September 2009 on credit rating agencies (the " CRA Regulation "). A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. You should read the whole of this document and the documents incorporated herein by reference. In particular, your attention is drawn to the risk factors described in the section entitled " Risk Factors " set out on pages 23 to 70 , which you should read in full. Certain information in relation to the Is suer has been incorporated by reference into this document, as set out in " Documents Incorporated by Reference ". The Notes are not intended to be sold and should not be sold to retail clients in the European Economic Area, as defined in t he rules set out in the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, as ame nded or replaced from time to time, other than in circumstances that would not (were the Notes within the scope of such rules) give r ise to a contravention of those rules by any person. Prospective investors are referred to the section headed " Restrictions on marketing and sales to retail investors " in these Listing Particulars for further information. Capitalised terms used but not otherwise defined in t hese Listing Particulars shall, unless the context requires otherwise, have the meaning given to them in the Conditions. Joint Structuring Advisers HSBC NatWest Markets Joint Lead Managers Deutsche Bank HSBC NatWest Markets IMPORTANT NOTICES This document constitutes the Listing Particulars in respect of the admission of the Notes to the Official List and to trading on GEM and for the purpose of giving information with regard to the Issuer and the Issuer and its subsidiaries taken as a whole (the " Group ") and the Notes which, according to the particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer. T he Issuer accepts responsibility for the information contained in this document. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), the information contained in this document is in a ccordance with the facts and does not omit anything likely to affect the import of such information. These Listing Particulars are to be read in conjunction with all the documents which are incorporated herein by reference (see " Documents Incorporated by Reference "). These Listing Particulars do not constitute an offer of, or an invitation by or on behalf of the Issuer or the Joint Lead Managers (as defined in " Subscription and Sale " below) to subscribe or purchase, any of the Notes. The distribution of these Listing Particulars and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession these Listing Particulars come are required by the Issuer and the Joint Lead Managers to inform themselves about and to observe any such restrictions.