Direct Line 42 Regulatory News (12QN)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, CANADA OR JAPAN.

This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in the prospectus in its final form to be published by Direct Line Insurance Group plc in due course in connection with the admission of its ordinary shares (the "Shares") to the Official List of the UK Listing Authority (the "UKLA") and to trading on the London Stock Exchange plc's main market for listed securities (the "London Stock Exchange") (together the "Offer"). Copies of the prospectus will, following publication, be available from Direct Line Insurance Group plc's registered office.

14 September 2012

IPO of Direct Line Insurance Group plc

RBS Group ("RBS") today announces its intention to launch an IPO of Direct Line Insurance Group plc ("Direct Line Group") in an all-secondary offering of Direct Line Group shares to be sold by RBS.

Commenting on today's announcement, Bruce Van Saun, Group Finance Director of RBS, said:

"We are pleased to confirm today our intention to commence an IPO of Direct Line Group. Direct Line was launched more than 25 years ago as a pioneer of direct motor insurance and it has grown to become the market leader in UK personal lines insurance. We believe it has a strong future as a standalone insurance group continuing to serve its customers well while delivering attractive returns to investors"

In 2009, as a condition to its receipt of State Aid, RBS committed to the European Commission to undertake a series of measures, which include disposing of its interest in Direct Line Group. To comply with this requirement, the RBS must cede control of Direct Line Group by the end of 2013 and must have divested its entire interest by the end of 2014.

For more detail, please see the separate announcement from Direct Line Group, also released today.

ENQUIRIES:

RBS Group Media Relations

0131 523 4205

DISCLAIMER:

Neither this announcement, the publication in which it is contained nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the ''United States''). The securities referred to herein have not been and will not be registered under the applicable securities laws of the United States and, subject to certain exceptions, may not be offered or sold within the United States.

Neither this announcement, the publication in which it is contained nor any copy of it may be taken, transmitted or distributed, directly or indirectly, into Canada or Japan or to any persons in any of those jurisdictions or any other jurisdictions where to do so would constitute a violation of the relevant laws of such jurisdiction. The securities referred to herein have not been and will not be registered under the applicable securities laws of Canada or Japan and, subject to certain exceptions, may not be offered or sold within Canada or Japan or to any national, resident or citizen of Canada or Japan.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The Offer and the distribution of this announcement and other information in connection with the listing and Offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

In particular, this announcement does not constitute an offer for sale of, or a solicitation to purchase or subscribe for, any securities in the United States. No securities of Direct Line Group have been, or will be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), and securities of Direct Line Group may not be offered or sold in the United States absent an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of the securities in the United States.

This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in the prospectus in its final form to be published by Direct Line Group in due course in connection with the admission of its ordinary shares the Official List of the UK Listing Authority and to trading on the London Stock Exchange plc's main market for listed securities.

This announcement does not constitute a recommendation concerning the Offer. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Offer cannot be relied upon as a guide to future performance. Potential investors should consult a professional advisor as to the suitability of the Offer for the person concerned.

Any purchase or subscription of Shares in the proposed Offer should be made solely on the basis of the information contained in the final prospectus to be issued by Direct Line Group in connection with the Offer. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.