Ageas SA/NV announces no offer will be made for Direct Line Insurance Group plc

PRESS RELEASE

Regulated information • Inside information • Brussels, 22 March 2024 – 19:30 (CET)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART), DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

Ageas SA/NV announces no offer will be made for Direct Line Insurance Group plc

Ageas SA/NV (“Ageas”) announces that, following the two recent attempts to engage with the Board of Directors of Direct Line Insurance Group plc (“Direct Line”) in relation to the acquisition by Ageas of the entire issued and to be issued share capital of Direct Line, which were both rejected, it will not make an offer for Direct Line. As a result of this announcement, Ageas (and any persons acting in concert with it) will, except with the consent of the UK Panel on Takeovers and Mergers (the "Panel"), be bound by the restrictions contained in Rule 2.8 of the Code.

For the purposes of Rule 2.8 of the Code, Ageas (and any persons acting in concert with it) reserves the right to announce an offer or possible offer for Direct Line or make or participate in an offer or possible offer for Direct Line and/or take any other action otherwise precluded under Rule 2.8 of the Code within six months of the date of this announcement in the following circumstances described in Note 2 to Rule 2.8 of the Code: (i) with the agreement of the Board of Directors of Direct Line; (ii) if a third party (including another publicly identified potential offeror) announces a firm intention to make an offer for Direct Line; (iii) if Direct Line announces a Rule 9 waiver (see Note 1 in the notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); or (iv) if the Panel determines there has been a material change of circumstances.

On 19 January 2024, Ageas provided the Board of Direct Line with an initial possible offer proposal (the “Initial Possible Offer”) to acquire the entire issued and to be issued share capital of Direct Line. The terms of the Initial Possible Offer were improved on 9 March 2024 and set out in an announcement (the “Improved Possible Offer”) on 13 March 2024. Ageas believes that the proposal, on these terms, would have created significant value for both groups of shareholders and other stakeholders.