DIRECT LINE INSURANCE GROUP PLC ("DLG")

TRANSACTIONS IN SHARES BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY ("PDMRs")

29 March 2017

DLG announces the following changes in the interests of Directors and other PDMRs in DLG's ordinary shares of 10 ¹⁰/₁₁ pence each ("Ordinary Shares").

Direct Line Insurance Group plc 2012 Long-Term Incentive Plan ("LTIP")

On 27 March 2017, awards to Participants over options to acquire Ordinary Shares at nil-cost under the LTIP, awarded on 26 March 2014, (each award an "Option Award"), vested as detailed below (Column D).   Under the LTIP Rules, Option Awards vest at the expiry of the Performance Period, subject to the Performance Conditions and the addition of Dividend Equivalents.  The proportion of the Option Awards vesting in accordance with the Performance Conditions, measured during the Performance Period, is 85.6%.  Awards can be exercised for the period up to 10 years from the date of grant and dividends are accrued up to the date of vesting.  

On 27 March 2017, certain PDMRs exercised their options to acquire the Ordinary Shares subject to their vesting Option Awards, as detailed in Column E.  On 27 March 2017 they then sold the number of Ordinary Shares detailed in Column F to settle the tax liability arising from the Exercise.    

Direct Line Insurance Group plc 2012 Deferred Annual Incentive Plan ("DAIP")

On 27 March 2017, awards to Participants over options to acquire Ordinary Shares at nil-cost under the DAIP, awarded on 26 March 2014, (each award an "Option Award"), vested as detailed below (Column C).   Under the DAIP Rules, Option Awards vest three years after award, with the addition of Dividend Equivalents.  Awards can be exercised for the period up to 10 years from the date of grant and dividends are accrued up to the date of vesting.

On 27 March 2017, certain PDMRs exercised their options to acquire the Ordinary Shares subject to their vesting Option Awards, as detailed in Column D.  They then sold the number of Ordinary Shares detailed in Column E to settle the tax liability arising from the Exercise.   

* The 81,964 shares sold to settle the tax liability arising from the Option Exercise for Paul Geddes were sold at a price of 334.34p per share.

DLG was also notified on 27 and 28 March 2017 of the below sales of Ordinary Shares by PDMRs, in Column A of the below table.  After the vesting and sales, the below Directors and PDMRs all meet DLG's Share Ownership Guidelines.

*For Jonathan Greenwood, of the 105,906 shares sold, 28,438 were sold at a price of 335.74p per share. For Steve Maddock, of the 146,106 shares sold, 48,544 were sold at 3.33p per share. For Humphrey Tomlinson, of the 148,270 shares sold, 100,604 shares were sold at a price of 334.50p per share. For Jose Vazquez, of the 147,923 shares sold, 62,549 were sold at a price of 335.25p per share.

For further information on DLG's remuneration policy and the implementation of the policy please see our 2016 Directors' Remuneration Report which is available at:  www.directlinegroup.com.

The following disclosures are made in accordance with Article 19 of the EU Market Abuse Regulation 596/2014.

For any enquiries relating to this announcement, please contact: 

Simon Watson

Deputy Company Secretary

Telephone: 01651 831911