Form 8 (OPD) Direct Line Insurance Group plc

Direct Line Insurance Group PLC

10 December 2024

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1. KEY INFORMATION

(a) Full name of discloser:	Direct Line Insurance Group plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Direct Line Insurance Group plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held: The latest practicable date prior to the disclosure	6 December 2024
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A"	Yes - Aviva plc

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	Ordinary shares of 1.7 pence
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	Nil	Nil	Nil
(2) Cash-settled derivatives:	Nil	Nil	Nil	Nil
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	Nil	Nil	Nil
TOTAL:	Nil	Nil	Nil	Nil

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b) Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	None
Details, including nature of the rights concerned and relevant percentages:	None

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

(a) Interests held by the directors of Direct Line Insurance Group plc and their close relatives and related trusts

Name	Number of ordinary shares	% of total issued share capital (excluding share options)
Adam Winslow	516,881	0.04%
Carol Hagh	10,000	0.00%
Danuta Gray	26,500	0.00%
Gregor Stewart	2,925	0.00%

*Percentages have been given to two decimal places.

(b) Interests held as options or awards under the share plans of Direct Line Insurance Group plc by the directors of Direct Line Insurance Group plc and their close relatives and related trusts who are not exempt principal traders for the purposes of Rule 8 of the Code

Name	Share plan	Total options / awards outstanding	Vested / Unvested	Vesting date	Grant date	Exercise price
Adam Winslow¹	Restricted Share Plan	798,495	Unvested	21 March 2025	5 April 2024	£1.91
		84,945	Unvested	28 March 2025	5 April 2024	£1.91
		776,448	Unvested	20 March 2026	5 April 2024	£1.91
		84,945	Unvested	27 March 2026	5 April 2024	£1.91
		84,945	Unvested	25 March 2027	5 April 2024	£1.91
	Long Term Incentive Plan	858,638	Unvested	5 April 2029	5 April 2024	£1.91
Jane Poole²	Restricted Share Plan	225,496	Unvested	21 March 2025	11 November 2024	£1.65
		41,332	Unvested	28 March 2025	11 November 2024	£1.65
		25,044	Unvested	11 August 2025	11 November 2024	£1.65
		76,468	Unvested	22 September 2025	11 November 2024	£1.65
		181,034	Unvested	20 March 2026	11 November 2024	£1.65
		41,332	Unvested	27 March 2026	11 November 2024	£1.65
		76,468	Unvested	22 September 2026	11 November 2024	£1.65
		41,334	Unvested	25 March 2027	11 November 2024	£1.65
	Long Term Incentive Plan	668,693	Unvested	11 November 2029	11 November 2024	£1.65

¹ Each of these awards expires upon the tenth anniversary of the grant date or 12 months after the date of cessation of employment as a good leaver or the employee's death.

² Each of these awards expires upon the tenth anniversary of the grant date or 12 months after the date of cessation of employment as a good leaver or the employee's death.

Other than as set out above, no interests, short positions or rights to subscribe are held by Direct Line Insurance Group plc's connected advisers, or the persons affiliated with them, who are not exempt principal traders for the purposes of Rule 8 of the Code.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

None

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	No
Supplemental Form 8 (SBL)	No

Date of disclosure:	10 December 2024
Contact name:	Roger Clifton, Company Secretary
Telephone number:	+44 (0) 7710 179939

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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