Stabilisation Notice

20th March 2013

Direct Line Insurance Group plc (DLG LN Equity) (the "Company")

Post Stabilisation Notice 

Pursuant to Article 9(3) of Commission Regulation (EC) No. 2273/2003 implementing the Market Abuse Directive (2003/6/EC), and MAR 2.3.5 (3) of the Financial Services Authority Code of Market Conduct, Morgan Stanley Securities Limited (Martin Thorneycroft; Telephone: +44 (0)207 677 3553) in its capacity as stabilisation agent confirms that it has engaged in stabilisation transactions in respect of the shares during the period starting 13th March 2013 and ending 20th March 2013. No further stabilisation trades have or will take place.

Stabilisation of the shares was carried out on following dates with the following price range.

This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Company in any jurisdiction.

The information contained in this announcement is restricted and is not for release, publication or distribution in or into, the United States, Canada, Australia or Japan. This announcement does not contain or constitute an offer to sell or the solicitation of an offer to buy or subscribe for securities in the United States, Canada, Australia, Japan or in any other jurisdiction where such offer or solicitation is unlawful.

The offer and sale of the Ordinary Shares referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration under the Securities Act or an exemption from registration. There will be no public offer of the securities referred to herein in the United States.

In addition, if and to the extent that this announcement is communicated in, or the offer of the securities to which it relates is made in, any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") before the publication of a prospectus in relation to the securities which has been approved by the competent authority in that Member State in accordance with the Prospectus Directive (or which has been approved by a competent authority in another Member State and notified to the competent authority in that Member State in accordance with the Prospectus Directive), this announcement and the Offer are only addressed to and directed at persons in that Member State who are qualified investors within the meaning of the Prospectus Directive (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that Member State.