Offer by Blue (BC) Bidco Limited

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 SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

14 August 2018

RECOMMENDED CASH OFFER

for

esure Group plc ("esure")

by

Blue (BC) Bidco Limited ("Bidco")

a wholly-owned subsidiary of funds advised by

Bain Capital Private Equity, LP and its affiliates ("Bain Capital")

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Summary and highlights

· The board of Bidco and the Independent Directors of esure are pleased to announce that they have reached agreement on the terms of a recommended all cash offer for the entire issued and to be issued share capital of esure by Bidco.

· Under the terms of the Offer, each esure Shareholder will be entitled to receive:

For each esure Share held 280 pence in cash

· The Offer values the entire issued and to be issued share capital of esure at approximately £1.207 billion on a fully diluted basis, and represents:

o a premium of approximately 37 per cent. to the Closing Price per esure Share of 204 pence on 10 August 2018 (being the last Business Day prior to the commencement of the Offer Period);

o a premium of approximately 40 per cent. to the one month volume weighted average price of 199 pence per esure Share to 10 August 2018; and

o a premium of approximately 29 per cent. to the three month volume weighted average price of 216 pence per esure Share to 10 August 2018.

· Whilst the Independent Directors of esure are confident that esure is well placed to make good progress and deliver shareholder value, they believe that the Proposed Acquisition will deliver a number of strategic benefits to esure's business, including the opportunity to benefit from further investment by Bain Capital in a private context, and against this backdrop Bidco has been able to offer a price to esure Shareholders that recognises the value created by esure's strategy to date and the value that this strategy is expected to generate in future.

· Having taken into account all relevant factors, including the views of esure's two largest shareholders (being Sir Peter Wood who holds approximately 30.69 per cent. and Toscafund which holds approximately 17.01 per cent.) and the interests of all other relevant stakeholders, the Independent Directors of esure believe that the terms of the Offer are compelling, acknowledge the quality and strong prospects of esure's business, and deliver attractive value to esure Shareholders in cash allowing them to crystallise the value of their holdings.

· In light of this, the Independent Directors of esure, who have been so advised by Deutsche Bank as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing advice to the Independent Directors of esure, Deutsche Bank has taken into account the commercial assessments of the Independent Directors of esure. Deutsche Bank is providing independent financial advice to the Independent Directors of esure for the purposes of Rule 3 of the Code.

· Accordingly, the Independent Directors of esure intend to recommend unanimously that esure Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, as the Independent Directors of esure who hold esure Shares have irrevocably undertaken to do in respect of their own beneficial holdings, amounting in aggregate to 1,366,912 esure Shares and representing approximately 0.33 per cent. of the issued share capital of esure (representing approximately 0.47 per cent. of the esure Shares eligible to vote at the Court Meeting) as at 13 August 2018 (being the latest practicable date prior to publication of this Announcement).

· In view of Sir Peter Wood's extensive experience in the insurance sector and track record of driving growth and profitability at esure, the board of Bidco believes that the ongoing participation of Sir Peter Wood in the business after the Scheme has become effective is an important element of the Offer, and are pleased that Sir Peter Wood has agreed to continue as Chairman of esure following the completion of the Offer. In addition, pursuant to the Rollover Arrangements: (i) Sir Peter Wood has agreed to reinvest £50,000,000.40 in Topco (represented by 17,857,143 esure Shares); and (ii) P.J. Wood Associates, a company wholly owned by Sir Peter Wood, will enter into the Advisor Agreement pursuant to which P.J. Wood Associates will procure that Sir Peter Wood provides advisory services to Bidco if he ceases to be Chairman of esure. As a result of these arrangements, Sir Peter Wood has not participated in the appraisal of the Offer by the Independent Directors of esure or the decision of the Independent Directors of esure to recommend the Offer to esure Shareholders.

· Sir Peter Wood, esure's largest shareholder, has irrevocably undertaken to be bound by the terms of the Scheme in respect of 110,752,512 esure Shares beneficially owned by him, being all of the esure Shares held by him other than those esure Shares which are subject to the Rollover Arrangements.

· Bidco has also received an irrevocable undertaking from Toscafund, esure's second largest shareholder, holding, in aggregate, 71,272,419 esure Shares representing approximately 17.01 per cent. of the existing issued share capital of esure (representing approximately 24.54 per cent. of the esure Shares eligible to vote at the Court Meeting) as at 13 August 2018 (being the latest practicable date prior to publication of this Announcement) to vote in favour of the Scheme at the Court Meeting and the General Meeting.

· Therefore, Bidco has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting with respect to, in aggregate, 72,639,331 esure Shares representing approximately 17.33 per cent. of the existing issued share capital of esure (representing approximately 25.01 per cent. of the esure Shares eligible to vote at the Court Meeting) as at 13 August 2018 (being the latest practicable date prior to publication of this Announcement).

· Bain Capital, founded in 1984, is one of the world's leading private investment firms. Bain Capital partners with management teams to provide the strategic resources that build great companies and help them thrive. Bain Capital has made more than 760 primary and add-on investments and has c. USD95 billion in assets under management.

· It is intended that the Offer will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

· The Offer will be put to esure Shareholders at the Court Meeting and at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the Independent Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the esure Shares voted. In addition, at the General Meeting to implement the Scheme: (i) a special resolution to approve the adoption of the Amended esure Articles must be passed by esure Shareholders representing at least 75 per cent. of the votes cast on that resolution; and (ii) an ordinary resolution to approve the Rollover Arrangements must be passed by Independent Shareholders representing a simple majority of the votes cast on that resolution.

· As a result of his Rollover Arrangements, Sir Peter Wood is not entitled to vote his esure Shares at the Court Meeting or the resolution to approve his Rollover Arrangements at the General Meeting, although he is entitled to vote his esure Shares on the special resolution to approve the adoption of the Amended esure Articles (and any further resolutions on which he is not conflicted) to be proposed at the General Meeting.

· The Offer is conditional, among other customary competition and merger clearances, on receiving the approval of the Prudential Regulation Authority and the Financial Conduct Authority in the UK.

· The Scheme Document, containing further information about the Offer and notices of the Court Meeting and the General Meeting, will be published as soon as practicable and, in any event, within 28 days of this Announcement.

Commenting on the Offer, Sir Peter Wood, Chairman, of esure, said:

"I'm pleased to be announcing this transaction today, because it is a great outcome for shareholders, for the company, and for customers. Since its IPO in 2013, esure has grown to nearly 2.5 million in-force policies, delivered more than £800 million of annual gross written premiums, and returned just under £300 million to shareholders in dividends as well as the considerable value delivered to shareholders through the demerger of GoCompare.

As a private company and with Bain Capital's backing, esure will be able to invest behind the innovation required to fully realise the opportunities in this market. I am pleased to be continuing as Chairman and am fully aligned with Bain Capital, who I believe will be a tremendous partner in the next phase of esure's journey."

Commenting on the Offer, Robin Marshall, a Managing Director and Co-Head of Bain Capital Europe, said:

"Sir Peter Wood is a towering figure in the industry and we would be delighted to be able to take the company that he and his team have built to the next level. We are excited that he will remain a minority shareholder in the company and also grateful that he will remain as Chairman to facilitate a smooth transition to private ownership."

Commenting on the Offer, Luca Bassi, a Managing Director at Bain Capital Europe, said:

"esure's nimble and focused approach, lean structure and strong use of technology positions it to grow in a changing insurance industry: insurance companies with smarter operations and better technology are best placed to meet customers' needs at competitive prices whilst delivering profitable growth. We are committed to investing capital in the best technology for esure and believe that this, combined with our experience of growing highly regulated, complex financial services businesses can help esure thrive. We look forward to partnering with esure's management team to accelerate its growth."

This Summary should be read in conjunction with, and is subject to, the full text of this Announcement. The Offer will be subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix II to this Announcement contains the sources and bases of certain information contained in this Announcement, Appendix III contains a summary of the irrevocable undertakings received in relation to the Offer and Appendix IV contains definitions of certain expressions used in this summary and in this Announcement.

Enquiries:

Weil, Gotshal & Manges (London) LLP is providing legal advice to Bain Capital and Bidco. Slaughter and May is providing legal advice to esure.

Important notices

Goldman Sachs International, which is authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the Financial Conduct Authority ("FCA") and the PRA, is acting as lead financial adviser to Bidco and Bain Capital and for no one else in connection with the Offer and will not be responsible to anyone other than Bidco and Bain Capital for providing the protections afforded to its clients nor for providing advice in relation to the Offer, the contents of this Announcement or any other matters referred to in this Announcement.

Dean Street is authorised and regulated by the FCA in the United Kingdom and is acting as financial adviser to Bidco and Bain Capital and for no one else in connection with the Offer and other matters referred to in this Announcement and will not be responsible to anyone other than Bidco and Bain Capital for providing the protections afforded to its clients or for providing advice in relation to the Offer, the contents of this Announcement or any other matters referred to in this Announcement.

Cenkos is authorised and regulated by the FCA in the United Kingdom and is acting as financial adviser to Bidco and Bain Capital and for no one else in connection with the Offer and other matters referred to in this Announcement and will not be responsible to anyone other than Bidco and Bain Capital for providing the protections afforded to its clients in relation to the Offer, the contents of this Announcement or any other matters referred to in this Announcement.

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the PRA. It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the PRA and FCA. Details about the extent of its authorisation and regulation by the PRA, and regulation by the FCA, are available on request. Deutsche Bank AG, acting through its London branch ("Deutsche Bank"), is acting as financial adviser and corporate broker to esure and no one else in connection with the Offer and will not be responsible to anyone other than esure for providing the protections afforded to clients of Deutsche Bank, nor for providing advice in relation to the Offer or any other matters referred to in this Announcement. Neither Deutsche Bank nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Bank in connection with this Announcement, any statement contained herein or otherwise.

Further information

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale, issuance or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The Offer will be made solely by means of the Scheme Document or any document by which the Offer is made which will contain the full terms and Conditions of the Offer, including details of how to vote in respect of the Proposed Acquisition.

This Announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

esure will prepare the Scheme Document to be distributed to esure Shareholders at no cost to them. esure and Bain Capital urge esure Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Offer.

Overseas Shareholders

The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to the Overseas Shareholders will be contained in the Scheme Document. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

The Offer relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. Neither the US proxy solicitation rules nor the tender offer rules under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act") apply to the Offer. Accordingly, the Offer is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if Bidco were to elect to implement the Offer by means of a Takeover Offer, such Takeover Offer would be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by Bidco and no one else. In addition to any such Takeover Offer, Bain Capital, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in esure outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act.

None of the securities referred to in this Announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.

esure's financial statements, and all financial information that is included in this Announcement, or that may be included in the Scheme Document, have been prepared in accordance with international financial reporting standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

Unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Offer (including custodians, nominees and trustees) must observe these restrictions and must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Offer to esure Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

The Offer will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the UKLA.

Forward looking statements

This Announcement contains statements about Bidco and esure that are or may be forward looking statements. These statements are based on the current expectations of the management of Bidco and esure and are naturally subject to uncertainty and changes in circumstances. All statements, including the expected timing and scope of the Offer, other than statements of historical facts included in this Announcement, may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "would", "could", "anticipates", "estimates", "projects", "strategy" or words or terms of similar substance or the negative thereof are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's or esure's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Bidco's or esure's business.

Such forward looking statements are not guarantees of future performance. By their nature, because they relate to events and depend on circumstances that will occur in the future, such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results and developments to differ materially from those projected or implied in any forward looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations or interest and exchange rates, the outcome of any litigation. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Each of Bidco and esure disclaims any obligation to update publicly or revise any forward looking or other statements contained herein, whether as a result of new information, future events or otherwise, except as required by applicable law.

No profit forecasts or profit estimates

No statement in this Announcement is intended as a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for esure for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for esure.

Dealing and Opening Position Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offerors, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

In accordance with Rule 2.9 of the Code, esure confirms that as, at the date of this Announcement, its current issued share capital comprises 419,092,661 ordinary shares of 1/12 pence each. esure does not hold any esure Shares in treasury. The International Securities Identification Number for esure Shares is GB00B8KJH563.

Responsibility

The person responsible for arranging the release of this Announcement on behalf of esure is Alice Rivers, Company Secretary of esure.

Information relating to esure Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by esure Shareholders, persons with information rights and other relevant persons for the receipt of communications from esure may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.

Publication on website and hard copies

This Announcement and the documents required to be published pursuant to Rule 26.1 of the Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on esure's website at https://www.esuregroup.com/investors.aspx and on Bain Capital's website at https://www.baincapital.com/news/esureoffer by no later than 12.00 p.m. on the Business Day following this Announcement.

Neither the content of any website referred to in this Announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this Announcement.

esure Shareholders may request a hard copy of this Announcement by contacting Goldman Sachs International on +44(0) 20 7774 1000. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

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 SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

14 August 2018

RECOMMENDED CASH OFFER

for

esure Group plc ("esure")

by

Blue (BC) Bidco Limited ("Bidco")

a wholly-owned subsidiary of funds advised by

Bain Capital Private Equity, LP and its affiliates ("Bain Capital")

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

1. Introduction

The board of Bidco and the Independent Directors of esure are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which Bidco will acquire the entire issued and to be issued share capital of esure. The Offer is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

2. The Offer

Under the terms of the Offer, which will be subject to Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document, esure Shareholders will be entitled to receive:

For each esure Share 280 pence in cash

The Offer values the entire issued and to be issued share capital of esure at approximately £1.207 billion on a fully diluted basis, and represents:

o a premium of approximately 37 per cent. to the Closing Price per esure Share of 204 pence on 10 August 2018 (being the last Business Day prior to the commencement of the Offer Period);

o a premium of approximately 40 per cent. to the one month volume weighted average price of 199 pence per esure Share to 10 August 2018; and

o a premium of approximately 29 per cent. to the three month volume weighted average price of 216 pence per esure Share to 10 August 2018.

It is currently expected that the Scheme Document will be published in early to mid September 2018, that the Court Meeting and the General Meeting will be held in early October 2018 and that the Scheme will become Effective towards the end of 2018.

3. Background to and reasons for the Offer

Bidco believes that esure represents an excellent underwriting franchise, with an established position in the UK motor and home insurance markets and particular strength in Price Comparison Website ("PCW") orientated distribution. esure's focused and controlled approach to risk selection has delivered consistently strong underwriting performance, whilst its prudent approach to reserving has produced positive prior year development over recent years. esure also benefits from a highly efficient policy administration and claims servicing platform, which produces strong overall cost efficiency. Taken together, esure's distribution focus, underwriting track record, and operating efficiency have produced a strong financial track record and a robust balance sheet and financial position.

Bidco believes that esure also has significant growth opportunities available in its target markets, including through its footprint expansion programmes.

Bidco believes that, under private ownership and supported by Bain Capital's expertise, esure would be better able to capitalise on additional growth and investment opportunities available in its core markets.

4. Recommendation

The Independent Directors of esure, who have been so advised by Deutsche Bank as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing advice to the Independent Directors of esure, Deutsche Bank has taken into account the commercial assessments of the Independent Directors of esure. Deutsche Bank is providing independent financial advice to the Independent Directors of esure for the purposes of Rule 3 of the Code.

Accordingly, the Independent Directors of esure intend to recommend unanimously that esure Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as the Independent Directors of esure who hold esure Shares have irrevocably undertaken to do in respect of their own beneficial holdings, amounting in aggregate to 1,366,912 esure Shares and representing approximately 0.33 per cent. of the issued share capital of esure (representing approximately 0.47 per cent. of the esure Shares eligible to vote at the Court Meeting) as at 13 August 2018 (being the latest practicable date prior to publication of this Announcement).

5. Background to and reasons for the Recommendation

esure is an efficient, customer-focused personal lines insurer, founded in 2000 by its Chairman, Sir Peter Wood, Britain's foremost general insurance entrepreneur. Since the esure Group listed on the London Stock Exchange in 2013, esure has grown to nearly 2.5 million in-force policies and delivered annual gross written premiums of over £800 million. In addition, over a five-year period esure has returned just under £300 million to shareholders through dividends and created significant value for shareholders through the acquisition and subsequent demerger of GoCompare.

Over 2018, esure has focused on evolving its long-term strategy in response to a world which is changing at an increasing pace, with advances in digital and data analytics shaping customer expectations of all businesses. The Independent Directors of esure are confident that esure is well placed to make good progress as a stand-alone business, leveraging its underwriting expertise, claims excellence and digital platform to continue delivering strong growth and significant value for shareholders over the long-term.

Nonetheless, the Independent Directors of esure note that the Proposed Acquisition will deliver a number of strategic benefits to esure's business, including the opportunity to benefit from further investment by Bain Capital in a private context, and against this backdrop Bidco has been able to offer a price to esure Shareholders that recognises the value created by esure's strategy to date and the value that this strategy is expected to generate in future. In particular the Independent Directors of esure note that:

· the Proposed Acquisition is priced at a premium of approximately 37 per cent. to the Closing Price per esure Share of 204 pence on 10 August 2018 (being the last Business Day prior to the commencement of the Offer Period) and approximately 40 per cent. to the one month volume weighted average price of 199 pence per esure Share to 10 August 2018; and

· Bidco has received significant support from major shareholders, together with the support of certain Independent Directors of esure, with aggregate irrevocable undertakings with respect to, in aggregate, 72,639,331 esure Shares representing approximately 17.33 per cent. of the existing issued share capital of esure (representing approximately 25.01 per cent. of the esure Shares eligible to vote at the Court Meeting) on 13 August 2018 (being the latest practicable date prior to publication of this Announcement).

In addition, the Independent Directors of esure are pleased that Bidco has affirmed the importance of the management and employees of esure to its future plans and does not intend to initiate any (i) material headcount reductions; (ii) material restructurings; or (iii) changes in location of esure's headquarters, operations and places of business. The Independent Directors of esure also welcome Bidco's confirmation that, following completion of the Proposed Acquisition, the existing contractual and statutory employment rights of all esure management and employees will be fully safeguarded in accordance with applicable law.

Having taken into account all relevant factors, including the views of esure's two largest shareholders (being Sir Peter Wood who holds approximately 30.69 per cent. and Toscafund which holds approximately 17.01 per cent.) and the interests of all other relevant stakeholders, the Independent Directors of esure believe that the terms of the Offer are compelling, acknowledge the quality and strong prospects of esure's business, and deliver attractive value to esure Shareholders in cash allowing them to crystallise the value of their holdings. As such, the Independent Directors of esure intend unanimously to recommend the Offer to esure Shareholders.

Sir Peter Wood has not participated in the appraisal of the Offer by the Independent Directors of esure or the decision of the Independent Directors of esure to recommend the Offer to esure Shareholders, as a result of the conflict of interests arising from his participation in the Rollover Arrangements, which are described more fully below.

The same conflict of interests precludes Sir Peter Wood from voting on the resolution to approve the Scheme at the Court Meeting and the resolution to approve his Rollover Arrangements at the General Meeting (although he will be entitled to vote on the special resolution to approve the adoption of the Amended esure Articles (and any further resolutions on which he is not conflicted) to be proposed at the General Meeting).

6. Irrevocable undertakings

Bidco has received irrevocable undertakings from each of the Independent Directors of esure who hold esure Shares to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, in respect of a total of 1,366,912 esure Shares, representing approximately 0.33 per cent. of the share capital of esure in issue (representing approximately 0.47 per cent. of the esure Shares eligible to vote at the Court Meeting) on 13 August 2018 (being the latest practicable date prior to publication of this Announcement). These irrevocable undertakings remain binding in the event of a competing offer. Further details of these irrevocable undertakings, including the circumstances in which they may lapse, are set out in Appendix III to this Announcement.

Sir Peter Wood, esure's largest shareholder, has irrevocably undertaken to be bound by the terms of the Scheme in respect of 110,752,512 esure Shares beneficially owned by him, being all of the esure Shares held by him other than those esure Shares which are subject to the Rollover Arrangements. Sir Peter Wood has also irrevocably undertaken in respect 128,609,655 esure Shares (being his entire beneficial holding of esure Shares and representing approximately 30.69 per cent. of esure's issued share capital as at 13 August 2018 (being the latest practicable date prior to the date of this Announcement)) to vote in favour of the special resolution proposed at the General Meeting to approve the adoption of the Amended esure Articles. (Sir Peter Wood is not entitled to vote at the General Meeting in respect of the resolutions to approve the Rollover Arrangements). Further details of this irrevocable undertaking, including the circumstances in which it may lapse, are set out in Appendix III to this Announcement.

Bidco has also received an irrevocable undertaking from Toscafund, esure's second largest shareholder, holding, in aggregate, 71,272,419 esure Shares representing approximately 17.01 per cent. of the existing issued share capital of esure (representing approximately 24.54 per cent. of the esure Shares eligible to vote at the Court Meeting) as at 13 August 2018 (being the latest practicable date prior to publication of this Announcement) to vote in favour of the Scheme at the Court Meeting and the General Meeting. Further details of this irrevocable undertaking, including the circumstances in which it may lapse, are set out in Appendix III to this Announcement.

Therefore, Bidco has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting with respect to, in aggregate, 72,639,331 esure Shares representing approximately 17.33 per cent. of the existing issued share capital of esure (representing approximately 25.01 per cent. of the esure Shares eligible to vote at the Court Meeting) as at 13 August 2018 (being the latest practicable date prior to publication of this Announcement).

Further details of these irrevocable undertakings, including the circumstances in which they may lapse, are set out in Appendix III to this Announcement.

7. Information on Bain Capital and Bidco

Since its founding in 1984, Bain Capital has partnered closely with management teams to provide the strategic resources that build great companies and help them thrive. Bain Capital has a long track record of supporting its portfolio companies in growing organically and through buy-and-build strategies. Bain Capital's global team of approximately 390 investment professionals creates value for its portfolio companies through its global platform, and depth of expertise in key vertical industries including financial and business services, industrials, healthcare, consumer/retail and technology, media and telecommunications. Bain Capital has offices in Boston, New York, San Francisco, Palo Alto, Chicago, London, Munich, Dublin, Luxembourg, Mumbai, Hong Kong, Shanghai, Sydney, Melbourne and Tokyo and has made more than 760 primary and add-on investments to date. In addition to private equity, Bain Capital invests across asset classes including credit, public equity, real estate and venture capital, managing total assets of approximately USD 95 billion.

Bidco is a wholly-owned indirect subsidiary of funds advised by Bain Capital.

8. Information on esure

esure is a leading UK provider of motor and home insurance, founded in 2000 by Sir Peter Wood. Through a focused approach to underwriting, and by offering a diverse range of products, esure is able to attract and retain customers with its strong brands, competitive prices and excellent customer service. Operating under the esure and Sheilas' Wheels brands, esure's strategy is based on trying to make things simple for its customers.

esure takes a disciplined approach to risk selection based on careful management of underwriting risk exposure. This is supplemented through data enrichment and anti-fraud controls. The business targets a positive underwriting contribution, and esure's underwriting focus is supplemented by an efficient expense base. In addition to underwriting, esure derives income from non-underwritten additional services and its investment activities.

9. Rollover Arrangements

The following summarises the proposed Rollover Arrangements in relation to Sir Peter Wood.

Advisor Agreement

Pursuant to the Advisor Agreement, Sir Peter Wood has agreed to continue as Chairman of esure following successful completion of the Offer on his existing terms of employment (save that the notice period under his service agreement will be reduced from 12 months to six months). With effect from the time when Sir Peter Wood ceases to be Chairman of esure, P.J. Wood Associates has agreed to procure that Sir Peter Wood provides certain consultancy and/or advisory services in connection with the business of Bidco and its subsidiaries in consideration for a monthly fee of £41,667 (exclusive of VAT, if applicable), and reimbursement of proper and reasonable expenses.

The Advisor Agreement has a minimum term expiring four years after the Effective Date. P.J. Wood Associates and Sir Peter Wood will be bound by certain non-compete and non-solicit undertakings for the duration of the Advisor Agreement, which will remain in effect for 12 months following its termination.

The Advisor Agreement is conditional on the Scheme becoming effective in accordance with its terms, or (if Bidco elects, with the consent of the Panel, to implement the Offer as a Takeover Offer), on the Offer becoming wholly unconditional.

Share Exchange Agreement

A Share Exchange Agreement provides for the exchange by Sir Peter Wood of 17,857,143 esure Shares beneficially owned by him, which have an aggregate value of £50,000,000.40 at the Offer Price, for loan notes issued by Bidco (the "Bidco Rollover Notes").

Put and Call Option Deed

A Put and Call Option Deed provides for the transfer by Sir Peter Wood, by means of a series of put and call options, of the Bidco Rollover Notes issued to him pursuant to the Share Exchange Agreement in consideration for loan notes issued by Midco, and subsequently shares issued by Topco.

Equity Terms Agreement

An Equity Terms Agreement sets out the terms on which Sir Peter Wood will hold his investment in Topco shares following completion of the series of puts and calls provided for by the Put and Call Option Deed.

The Independent Shareholders will be asked at the General Meeting to approve the Rollover Arrangements described in this paragraph 9 by voting on the relevant resolution. Pursuant to Rule 16 of the Takeover Code, neither Sir Peter Wood nor his connected persons nor any person holding esure Shares on behalf of Sir Peter Wood and/or any of his connected persons will be entitled to vote on such resolution and voting on this resolution will be by way of a poll.

The Independent Directors also intend unanimously to recommend that the Independent Shareholders vote in favour of the resolution to approve the Rollover Arrangements described in this paragraph 9. Deutsche Bank considers that the terms of the Rollover Arrangements are fair and reasonable so far as the Independent Shareholders are concerned. In forming this view, Deutsche Bank has taken into account the commercial assessments of the Independent Directors.

The Offer will be conditional, amongst other things, on the Independent Shareholders approving the Rollover Arrangements at the General Meeting as described above.

Other than the Rollover Arrangements, currently there are no arrangements or understandings between Bain Capital or Bidco and/or any person acting in concert with Bain Capital and/or Bidco and the management or directors of esure having any connection with or dependence upon the Offer.

Further details of the terms of the Rollover Arrangements will be set out in the Scheme Document.

10. Directors, management, employees, pensions, research and development and locations

As set out in paragraph 3 (Background to and reasons for the Offer), Bidco believes that esure's distribution focus, underwriting track record and operating efficiency have produced a strong financial track record and a robust balance sheet and financial position. As key drivers of the business' performance, Bidco values esure's strong brand and culture and attaches great importance to the skills and experience of the existing management and employees of esure.

Bidco expects that the existing personnel of esure will continue to contribute to the success of esure following completion of the Offer. Building on its current strategy, Bidco will support the management team in executing appropriate investments in technology to drive efficiency and effectiveness, and does not intend to initiate any material headcount reductions within the current esure organisation as a result of the Offer.

In addition, Bidco believes that esure has significant growth opportunities available in its target markets, including primarily through its footprint expansion programmes. Bidco believes that, under private ownership and supported by Bain Capital's expertise, esure would be better able to capitalise on these growth and investment opportunities available in its core markets. Bidco will actively monitor these additional opportunities and pursue them where appropriate.

Bidco confirms that, following the Scheme becoming effective, the existing contractual and statutory employment rights, including in relation to pensions, of all esure management and employees will be fully safeguarded in accordance with applicable law. Bidco does not intend to make any material change to the conditions of employment or in the balance of skills and functions of the employees and management of esure.

It is intended that P.J. Wood Associates, a company wholly-owned by Sir Peter Wood, will enter into an Advisor Agreement to take effect upon the Scheme becoming effective pursuant to which P.J. Wood Associates will provide the services of Sir Peter Wood as an advisor to Bidco if he ceases to be Chairman of esure. Further details of the Advisor Agreement are set out in paragraph 9 above.

Bidco has not entered into, and has not had discussions on proposals to enter into, any form of incentivisation or any other arrangements with members of esure's management (other than in respect of the Rollover Arrangements). It is the intention to put in place appropriate arrangements for management of esure following completion of the Offer.

In addition to Sir Peter Wood continuing as Chairman of esure, Bidco intends to hold discussions with the other non-executive esure Directors pursuant to which some of them may be offered to continue as esure Directors following the Scheme becoming effective. The remaining non-executive esure Directors who are not offered to continue as esure Directors or who do not accept an offer to continue as esure Directors are expected to resign as esure Directors upon the Scheme becoming effective.

Following the Offer, Bidco does not intend to make any material restructurings or changes in location of esure's headquarters and headquarters functions, operations and places of business. In addition, no changes are expected with respect to the redeployment of esure's fixed asset base or the research and development functions of esure.

esure Shares are currently listed on the Official List and admitted to trading on the London Stock Exchange. As set out in paragraph 16, applications will be made for the cancellation of the listing of esure Shares on the Official List and the cancellation of trading of the esure Shares on the London Stock Exchange.

No statements in this paragraph 10 are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

In considering the recommendation of the Offer to Independent Shareholders, the Independent Directors have given due consideration to Bidco's intentions for the business, management, employees and locations of business of esure.

The Independent Directors welcome Bidco's confirmation that it does not intend to initiate any material headcount reductions, material restructurings or changes in location of esure's headquarters, operations and places of business. The Independent Directors of esure also welcome Bidco's confirmation that, following completion of the Proposed Acquisition, the existing contractual and statutory employment rights of all esure management and employees will be fully safeguarded in accordance with applicable law.

11. esure Share Plans

Participants in the esure Share Plans will be contacted regarding the effect of the Offer on their rights under the esure Share Plans and an appropriate offer will be made to such participants which reflects their rights under the esure Share Plans in due course.

12. Financing

The cash consideration payable by Bidco pursuant to the Offer will be funded from equity financing drawn down from the Bain Capital Funds as well as minority equity invested from each of the HarbourVest Funds, the Lexington Partners Funds and the LGT Funds.

It is expected that the Bain Capital Funds will syndicate some of their funding commitments to the Future Fund Board of Guardians or one of its affiliates. The Bain Capital Funds may also further syndicate part of their funding commitments to other parties. The Bain Capital Funds will retain more than 60 per cent. of the total equity funding for the Offer following any syndication.

In connection with their equity financing of Bidco, the Bain Capital Funds, the HarbourVest Funds, the Lexington Partners Funds and the LGT Funds have each entered into Equity Commitment Letters. Under the Equity Commitment Letters, the HarbourVest Funds, the Lexington Partners Funds and the LGT Funds have agreed: (i) to co-operate with Bidco in connection with obtaining any regulatory clearances required in connection with the Proposed Acquisition; and (ii) not to deal in esure Shares without Bidco's consent.

The Future Fund Board of Guardians has entered into a cooperation agreement pursuant to which it has agreed: (i) to co-operate with Bidco in connection with obtaining any regulatory clearances required in connection with the Proposed Acquisition; and (ii) not to acquire or deal in esure Shares without Bidco's consent.

Goldman Sachs International, Dean Street and Cenkos, financial advisers to Bidco and Bain Capital, are satisfied that sufficient resources are available to Bidco to enable it to satisfy in full the cash consideration payable to esure Shareholders under the terms of the Offer.

HarbourVest

HarbourVest is an independent, global private markets investment specialist, with more than 35 years of experience and USD50 billion in assets under management. HarbourVest's global platform offers clients investment opportunities through primary fund investments, secondary investments, and direct co-investments in commingled funds or separately managed accounts. HarbourVest has more than 400 employees, including more than 100 investment professionals across Asia, Europe and the Americas. This global team has committed more than USD34 billion to newly formed funds, completed nearly USD19 billion in secondary purchases and invested USD8 billion directly in operating companies.

Lexington Partners

Lexington Partners is a leading global alternative investment manager primarily involved in providing liquidity to owners of private equity and other alternative investments and in making co-investments alongside leading private equity sponsors. Lexington Partners is one of the largest independent managers of secondary acquisition and co-investment funds with more than USD38 billion in committed capital. Lexington has acquired over 2,900 secondary and co-investment interests through 750 transactions with a total value in excess of USD44 billion, including USD12 billion of syndications. Lexington also invests in private investment funds during their initial formation and has committed to more than 370 new funds in the U.S., Europe, Latin America, and the Asia-Pacific region. Lexington has offices strategically located in major centers for private equity and alternative investing - New York, Boston, Menlo Park, London, Hong Kong, and Santiago. Lexington also has senior advisors located in Asia, Australia, Latin America, and the United States. Additional information may be found at www.lexingtonpartners.com.

LGT

LGT Capital Partners is a leading alternative investment specialist with USD60 billion in assets under management and more than 500 institutional clients. An international team of more than 450 staff is responsible for managing a wide range of investment programs focusing on private markets, liquid alternatives and multi-asset class solutions. Headquartered in Pfaeffikon in Switzerland, the firm has offices in New York, Dublin, London, Paris, Vaduz, Dubai, Beijing, Hong Kong, Tokyo and Sydney. The LGT Group has more than 3,100 employees globally and manages assets in excess of USD200 billion.

Future Fund Board of Guardians

Established to strengthen the Australian Government's long term financial position, the Future Fund Board of Guardians, supported by the Future Fund Management Agency, is responsible for investing the assets of the Future Fund. The Future Fund Board of Guardians is also responsible for investing four other public asset funds with a combined value of AUD25 billion.

The Future Fund is Australia's sovereign wealth fund. At 31 March 2018 it was valued at AUD141 billion and has returned 8.5% per annum over the last 10 years, against a target benchmark return of 6.7% per annum. Investment returns have added over AUD80 billion to the original contributions of AUD60.5 billion made by government.

13. Offer-related Arrangements

Confidentiality Agreement

Bain Capital Europe and esure entered into a confidentiality agreement on 26 May 2018 (the "Confidentiality Agreement") pursuant to which Bain Capital Europe has undertaken to keep, and to procure that certain of its representatives keep, confidential information relating to esure and/or to the Offer, to use such information solely for the agreed purposes in relation to the Offer and not to disclose it to third parties (with certain exceptions). These confidentiality obligations will remain in force until 26 May 2020 (or, if earlier, the consummation of the acquisition pursuant to the Offer). The Confidentiality Agreement contains standstill provisions which restricted Bain Capital from acquiring or offering to acquire interests in certain securities of esure; those restrictions ceased to apply upon the making of this Announcement. The Confidentiality Agreement also contains restrictions on Bain Capital Europe soliciting or employing esure's employees, consultants and independent contractors.

Cooperation Agreement

Pursuant to the Cooperation Agreement, Bidco and esure have, amongst other things, each agreed to: (i) cooperate in relation to obtaining any consents, clearances, permissions, waivers and/or approvals as may be necessary, and the making of all filings as may be necessary, from or under the law, regulations or practices applied by any applicable regulatory authority in connection with the Offer; and (ii) cooperate in preparing and implementing appropriate proposals in relation to the esure Share Plans. In addition, Bidco has agreed to certain provisions if the Scheme should switch to a Takeover Offer. The Cooperation Agreement will terminate in certain circumstances, including if the Offer is withdrawn or lapses, if prior to the Long Stop Date any Condition becomes incapable of satisfaction, if the Independent Directors of esure withdraw their recommendation of the Offer or if the Scheme does not become effective in accordance with its terms by the Long Stop Date or otherwise as agreed between Bidco and esure.

14. Structure of the Offer

It is intended that the Offer will be effected by means of a Court-approved scheme of arrangement between esure and esure Shareholders under Part 26 of the Companies Act. Bidco reserves the right to elect to implement the Offer by way of a Takeover Offer (with the consent of the Panel and, where required by the terms of the Cooperation Agreement, the consent of esure).

The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued and to be issued share capital of esure.

Under the Scheme, the Scheme Shares will be transferred to Bidco in consideration for which the Scheme Shareholders will receive cash consideration on the basis set out in paragraph 2 of this Announcement.

The Offer will be put to esure Shareholders at the Court Meeting and at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the Independent Shareholders voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the esure Shares voted. In addition, at the General Meeting to implement the Scheme: (i) a special resolution to approve the adoption of the Amended esure Articles must be passed by esure Shareholders representing at least 75 per cent. of the votes validly cast on that resolution; and (ii) an ordinary resolution to approve the Rollover Arrangements must be passed by Independent Shareholders representing a simple majority of the votes validly cast on that resolution. The General Meeting will be held immediately after the Court Meeting.

The Scheme will also be subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document.

Following the Meetings, the Scheme must be sanctioned by the Court. The Scheme will only become effective once a copy of the Scheme Court Order is delivered to the Registrar of Companies. Upon the Scheme becoming effective, it will be binding on all esure Shareholders, whether or not they attended or voted at the Meetings. Subject to the satisfaction of the Conditions, the Scheme is expected to become effective in the last quarter of 2018.

The Offer will lapse if the Scheme does not become effective by the Long Stop Date.

Further details of the Scheme, including an indicative timetable for its implementation, will be set out in the Scheme Document, which is expected to be dispatched to esure Shareholders as soon as reasonably practicable and, in any event, within 28 days of the date of this Announcement.

15. Conditions

The Offer will be subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document.

16. De-listing and re-registration

Prior to the Scheme becoming effective, esure will make an application to the UKLA for the cancellation of the listing of esure Shares on the Official List and to the London Stock Exchange for the cancellation of trading of esure Shares on its main market for listed securities, in each case to take effect from or shortly after the Effective Date. The last day of dealings in esure Shares on the main market of the London Stock Exchange is expected to be the date of the Scheme Court Hearing and no transfers will be registered after 6.00 p.m. (London time) on that date.

On the Effective Date, share certificates in respect of esure Shares will cease to be valid and should be destroyed. In addition, entitlements to esure Shares held within the CREST system will be cancelled.

It is also proposed that, following the Effective Date and after its shares are delisted, esure will be re-registered as a private limited company.

17. Disclosure of interests in esure Shares

Save in respect of the irrevocable undertakings referred to in paragraph 6 above and as disclosed in paragraph 12, as at the close of business on 13 August 2018 (being the latest practicable date prior to the date of this Announcement) neither Bidco, nor any of its directors, nor, so far as Bidco is aware, any person acting in concert (within the meaning of the Code) with it (i) has any interest in or right to subscribe for any relevant securities of esure, or (ii) has any short positions in respect of relevant securities of esure (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, or (iii) has borrowed or lent any relevant securities of esure (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code) save for any borrowed shares which have been either on-lent or resold, or (iv) is a party to any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Code.

It has not been practicable for Bidco to make enquiries of all of its concert parties in advance of the release of this Announcement. Therefore, if Bidco becomes aware, following the making of such enquiries, that any of its concert parties have any such interests in relevant securities of esure, all relevant details in respect of Bidco's concert parties will be included in Bidco's Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code which must, unless there are no such interests of which Bidco is aware, be made on or before 12 noon (London time) on 28 August 2018.

18. Dividends

If any dividend is paid or becomes payable in respect of esure Shares on or after the date of this Announcement and prior to closing of the Offer, Bidco has the right to reduce the Offer Price by an amount up to the aggregate amount of such dividend or distribution (excluding any associated tax credit).

19. General

Bidco reserves the right, subject to the prior consent of the Panel and, where required by the terms of the Cooperation Agreement, the consent of esure, to elect to implement the Offer by way of a Takeover Offer for the entire issued and to be issued share capital of esure not already held by Bidco, as an alternative to the Scheme. In such an event, such offer will be implemented on the same terms (subject to appropriate amendments as described in Part B of Appendix I), so far as applicable, as those which would apply to the Scheme.

If the Offer is effected by way of a Takeover Offer and such offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining esure Shares in respect of which the Takeover Offer has not been accepted.

Investors should be aware that Bidco may purchase esure Shares otherwise than under any Takeover Offer or scheme of arrangement relating to the Offer, such as in open market or privately negotiated purchases.

Goldman Sachs International, Dean Street, Cenkos and Deutsche Bank have given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their respective names, in each case, in the form and context in which they appear.

20. Documents available on website

Copies of the following documents will be made available on both esure's website at https://www.esuregroup.com/investors.aspx and Bain Capital's website at https://www.baincapital.com/news/esureoffer until the end of the Offer Period:

· the irrevocable undertakings referred to in paragraph 6 above;

· the Confidentiality Agreement;

· the Cooperation Agreement;

· the Share Exchange Agreement;

· the Put and Call Option Deed;

· the Advisor Agreement;

· the Equity Terms Agreement;

· documents relating to the financing of the Scheme referred to in paragraph 12 above; and

· a copy of this Announcement.

The bases and sources of certain financial information contained in this Announcement are set out in Appendix II to this Announcement. Certain terms used in this Announcement are defined in Appendix IV to this Announcement.

Enquiries:

Weil, Gotshal & Manges (London) LLP is providing legal advice to Bain Capital and Bidco. Slaughter and May is providing legal advice to esure.

Important notices

Goldman Sachs International, which is authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA") and the PRA, is acting as lead financial adviser to Bidco and Bain Capital and for no one else in connection with the Offer and will not be responsible to anyone other than Bidco and Bain Capital for providing the protections afforded to its clients or for providing advice in relation to the Offer, the contents of this Announcement or any other matters referred to in this Announcement.

Dean Street is authorised and regulated by the FCA in the United Kingdom and is acting as financial adviser to Bidco and Bain Capital and for no one else in connection with the Offer and other matters referred to in this Announcement and will not be responsible to anyone other than Bidco and Bain Capital for providing the protections afforded to its clients or for providing advice in relation to the Offer, the contents of this Announcement or any other matters referred to in this Announcement.

Cenkos is authorised and regulated by the FCA in the United Kingdom and is acting as financial adviser to Bidco and Bain Capital and for no one else in connection with the Offer and other matters referred to in this Announcement and will not be responsible to anyone other than Bidco and Bain Capital for providing the protections afforded to its clients or for providing advice in relation to the Offer, the contents of this Announcement or any other matters referred to in this Announcement.

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the PRA. It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the PRA and FCA. Details about the extent of its authorisation and regulation by the PRA, and regulation by the FCA, are available on request. Deutsche Bank AG, acting through its London branch ("Deutsche Bank"), is acting as financial adviser and corporate broker to esure and no one else in connection with the Offer and will not be responsible to anyone other than esure for providing the protections afforded to clients of Deutsche Bank, nor for providing advice in relation to the Offer or any other matters referred to in this Announcement. Neither Deutsche Bank nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Bank in connection with this Announcement, any statement contained herein or otherwise.

Further information

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale, issuance or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The Offer will be made solely by means of the Scheme Document or any document by which the Offer is made which will contain the full terms and Conditions of the Offer, including details of how to vote in respect of the Proposed Acquisition.

This Announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

esure will prepare the Scheme Document to be distributed to esure Shareholders at no cost to them. esure and Bain Capital urge esure Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Offer. Any vote in respect of the Scheme or other responses in relation to the Offer should be made only on the basis of the information in the Scheme Document.

Overseas Shareholders

The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to the Overseas Shareholders will be contained in the Scheme Document. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

The Offer relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. Neither the US proxy solicitation rules nor the tender offer rules under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act") apply to the Offer. Accordingly, the Offer is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if Bidco were to elect to implement the Offer by means of a Takeover Offer, such Takeover Offer would be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by Bidco and no one else. In addition to any such Takeover Offer, Bain Capital, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in esure outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act.

None of the securities referred to in this Announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.

esure's financial statements, and all financial information that is included in this Announcement, or that may be included in the Scheme Document, have been prepared in accordance with international financial reporting standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

Unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Offer (including custodians, nominees and trustees) must observe these restrictions and must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Offer to esure Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

The Offer will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the UKLA.

Forward looking statements

This Announcement contains statements about Bidco and esure that are or may be forward looking statements. These statements are based on the current expectations of the management of Bidco and esure and are naturally subject to uncertainty and changes in circumstances. All statements, including the expected timing and scope of the Offer, other than statements of historical facts included in this Announcement, may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "would", "could", "anticipates", "estimates", "projects", "strategy" or words or terms of similar substance or the negative thereof are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's or esure's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Bidco's or esure's business.

Such forward looking statements are not guarantees of future performance. By their nature, because they relate to events and depend on circumstances that will occur in the future, such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results and developments to differ materially from those projected or implied in any forward looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations or interest and exchange rates, the outcome of any litigation. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Each of Bidco and esure disclaims any obligation to update publicly or revise any forward looking or other statements contained herein, whether as a result of new information, future events or otherwise, except as required by applicable law.

All subsequent oral or written forward looking statements attributable to Bain Capital or Bidco or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

No profit forecasts or profit estimates

No statement in this Announcement is intended as a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for esure for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for esure.

Dealing and Opening Position Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offerors, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

In accordance with Rule 2.9 of the Code, esure confirms that, at the date of this Announcement, its current issued share capital comprises 419,092,661 ordinary shares of 1/12 pence each. esure does not hold any esure Shares in treasury. The International Securities Identification Number for esure Shares is GB00B8KJH563.

Responsibility

The person responsible for arranging the release of this Announcement on behalf of esure is Alice Rivers, Company Secretary of esure.

Information relating to esure Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by esure Shareholders, persons with information rights and other relevant persons for the receipt of communications from esure may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.

Publication on website and hard copies

This Announcement and the documents required to be published pursuant to Rule 26.1 of the Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on esure's website at https://www.esuregroup.com/investors.aspx and on Bain Capital's website at https://www.baincapital.com/news/esureoffer by no later than 12.00 p.m. on the Business Day following this Announcement.

Neither the content of any website referred to in this Announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this Announcement.

esure Shareholders may request a hard copy of this Announcement by contacting Goldman Sachs International on +44 (0) 20 7774 1000. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Not for release, publication or distribution, in whole or in part, in, into or from any Restricted Jurisdiction.

APPENDIX I

CONDITIONS AND FURTHER TERMS OF THE OFFER

Part A: Conditions of the Scheme

1 The Offer will be conditional upon the Scheme becoming unconditional and effective, subject to the Code, by not later than the Long Stop Date or such later date (if any) as Bidco and esure may agree and the Panel and the Court may allow.

2 The Scheme will be subject to the following conditions:

(a) its approval by a majority in number of the Independent Shareholders (or the relevant class or classes thereof, if applicable) who are present and vote, whether in person or by proxy, at the Court Meeting (and at any separate class meeting which may be required by the Court) or any adjournment of any such meeting and who represent not less than 75 per cent. in value of the esure Shares (or the relevant class or classes thereof, if applicable) voted by those Independent Shareholders (or the relevant class or classes thereof, if applicable) who are on the register of members of esure at the Scheme Voting Record Time;

(b) the resolution required to approve and implement the Scheme and adopt the Amended esure Articles being duly passed by the requisite majority of esure Shareholders at the General Meeting;

(c) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to esure and Bidco) and the delivery of a copy of the Court Order to the Registrar of Companies; and

(d) the resolution required to approve the Rollover Arrangements having been duly passed at the General Meeting pursuant to Rule 16.2 of the Code.

In addition, subject as stated in Part B below and to the requirements of the Panel, the Offer will be conditional upon the following Conditions and, accordingly, the Court Order will not be delivered to the Registrar of Companies unless such Conditions (as amended, if appropriate) have been satisfied or, where relevant, waived:

Notifications, waiting periods and Authorisations

3 Excluding the Conditions set out at 4 to 7 (inclusive) below, all material mandatory notifications, filings or applications which are necessary in connection with the Offer having been made and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all material statutory and regulatory obligations in any relevant jurisdiction having been complied with in each case in respect of the Offer and all Authorisations (excluding those covered by the Conditions set out at 4 to 7 (inclusive) below) necessary in any jurisdiction for or in respect of the Offer and, except pursuant to Chapter 3 of Part 28 of the Companies Act, in respect of the Proposed Acquisition or the proposed acquisition of any shares or other securities in, or control or management of, esure by any member of the Wider Bidco Group having been obtained in terms and in a form reasonably satisfactory to Bidco from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any persons or bodies with whom any member of the Wider esure Group has entered into contractual arrangements and, to the extent that the Offer or such acquisitions would result in the termination or withdrawal of an Authorisation, all such Authorisations necessary to carry on the business of any member of the Wider esure Group in any jurisdiction which is material in the context of the Wider esure Group as a whole having been obtained and all such Authorisations remaining in full force and effect at the time at which the Offer becomes otherwise wholly unconditional and there being no notice of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations as a result of the Offer or such acquisitions;

General antitrust and regulatory

4 Insofar as the Offer falls within the scope of Council Regulation (EC) No 139/2004 (the "Regulation"):

(a) the European Commission taking a decision that it does not intend to initiate proceedings under Article 6(1)(c) of the Regulation in relation to the Offer or any matter arising from or relating to the Offer (or being deemed to have done so under Article 10(6) of the Regulation); or

(b) if the European Commission makes a referral under Article 4(4) or 9(1) of the Regulation to the competent national competition authority ("NCA") of any Member State, that NCA taking a decision of equivalent effect to that set out in sub-paragraph 4(a) above;

5 No antitrust regulator or Third Party having given notice of a decision to take, institute or implement any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted or made any statute, regulation, decision, order or change to published practice (and, in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to, in each case to an extent or in a manner which is or would be material in the context of the Wider esure Group taken as a whole:

(a) require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Bidco Group or by any member of the Wider esure Group of all or any material part of its businesses, assets or property or impose any material limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);

(b) except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Wider Bidco Group or the Wider esure Group to acquire or offer to acquire a material number of any shares, other securities (or the equivalent) or interest in any member of the Wider esure Group or any material asset owned by any third party (other than in the implementation of the Offer);

(c) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in esure or on the ability of any member of the Wider esure Group or any member of the Wider Bidco Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider esure Group;

(d) otherwise materially adversely affect any or all of the business, assets or profits of any member of the Wider esure Group;

(e) result in any member of the Wider esure Group ceasing to be able to carry on business under any name under which it presently carries on business;

(f) make the Offer, its implementation or the acquisition of any shares or other securities in, or control or management of, esure by any member of the Wider Bidco Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise materially prevent or prohibit, restrict, restrain, or delay or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require material amendment of the Offer or the acquisition of any shares or other securities in, or control or management of, esure by any member of the Wider Bidco Group; or

(g) impose any material limitation on the ability of any member of the Wider Bidco Group or any member of the Wider esure Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Bidco Group and/or the Wider esure Group.

Regulatory

6 The Prudential Regulation Authority (the "PRA") notifying Bain Capital or Bidco pursuant to section 189(4)(a) of the Financial Services and Markets Act 2000 ("FSMA") (or issuing a decision notice under section 189(7) FSMA in terms which do not impose any material conditions, obligations or restrictions on the Wider Bidco Group or the Wider esure Group other than those which are satisfactory to Bidco (acting reasonably)) that it approves any acquisition or increase in control (as defined in sections 181 and 182 FSMA) over esure Insurance Limited by any member of the Wider Bidco Group which, in either case, would take place as a result of the Proposed Acquisition or its implementation, or the PRA being treated as having given such approval under section 189(6) of FSMA;

7 The Financial Conduct Authority (the "FCA") notifying Bain Capital or Bidco pursuant to section 189(4)(a) of the FSMA (or issuing a decision notice under section 189(7) FSMA in terms which do not impose any material conditions, obligations or restrictions on the Wider Bidco Group or the Wider esure Group other than those which are satisfactory to Bidco (acting reasonably)) that it approves any acquisition or increase in control (as defined in sections 181 and 182 FSMA) over esure Services Limited by any member of the Wider Bidco Group which, in either case, would take place as a result of the Proposed Acquisition or its implementation, or the FCA being treated as having given such approval under section 189(6) of FSMA;

Certain matters arising as a result of any arrangement, agreement, etc.

8 Except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider esure Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject which, as a consequence of the Offer or the acquisition or the proposed acquisition by any member of the Wider Bidco Group of any shares or other securities in esure, or because of a change in the control or management of any member of the Wider esure Group required by the Offer, could or might reasonably be expected to result in, in each case to an extent which is material in the context of the Wider esure Group taken as a whole:

(a) any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider esure Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(b) other than in the ordinary course of business, the creation or enforcement of any mortgage, charge or other security interest over the whole or any material part of the business, property or assets of any member of the Wider esure Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(c) any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider esure Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(d) any liability of any member of the Wider esure Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;

(e) the rights, liabilities, obligations, interests or business of any member of the Wider esure Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider esure Group in or with any other person or body or firm or company (or any arrangement or arrangement relating to any such interests or business) being or becoming capable of being terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(f) any member of the Wider esure Group ceasing to be able to carry on business under any name under which it presently carries on business;

(g) the value of, or the financial or trading position of, any member of the Wider esure Group being prejudiced or adversely affected; or

(h) the creation or acceleration of any liability (actual or contingent) by any member of the Wider esure Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and, except as Disclosed, no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider esure Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in Conditions 8 (a) to (h), in each case to the extent material in the context of the Wider esure Group taken as a whole;

Certain events occurring since 31 December 2017

9 Except as Disclosed, no member of the Wider esure Group having since 31 December 2017:

(a) issued or agreed to issue, or authorised or announced its intention to authorise or propose the issue, of, additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised the transfer or sale of esure Shares out of treasury (except, where relevant, as between esure and wholly owned subsidiaries of esure or between the wholly owned subsidiaries of esure and except for the issue or transfer out of treasury of esure Shares on the exercise of employee share options or vesting of employee share awards in the ordinary course under the esure Share Plans);

(b) recommended, declared, paid or made, or agreed to declare, pay or make, any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions, whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of esure to esure or any of its wholly owned subsidiaries and excluding the final dividend of 9.4p per esure Share in respect of the year ended 31 December 2017 paid on 25 May 2018;

(c) other than pursuant to the Offer (and except for transactions between esure and its wholly owned subsidiaries or between the wholly owned subsidiaries of esure and transactions in the ordinary course of business), implemented, effected, authorised or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Wider esure Group taken as a whole;

(d) (except for transactions between esure and its wholly owned subsidiaries or between the wholly owned subsidiaries of esure and except for transactions in the ordinary course of business) disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so to an extent which is material in the context of the Wider esure Group taken as a whole;

(e) (except for transactions between esure and its wholly owned subsidiaries or between the wholly owned subsidiaries of esure) issued, authorised or announced an intention to authorise or propose the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability (other than trade credit incurred in the ordinary course of business) or incurred or increased any indebtedness which is material in the context of the Wider esure Group taken as a whole;

(f) entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of a nature or magnitude which is reasonably likely to be materially restrictive on the business of any member of the Wider esure Group which, taken together with any other such material transaction, arrangement, agreement, contract or commitment, is material in the context of the Wider esure Group taken as a whole;

(g) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of, any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider esure Group (except for salary increases, bonuses or variations of terms in the ordinary course);

(h) proposed, agreed to provide or modified the terms of any esure Share Option Scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider esure Group which is material in the context of the Wider esure Group taken as a whole;

(i) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (a) above, made any other change to any part of its share capital;

(j) other than in respect of claims between esure and its wholly owned subsidiaries, waived, compromised or settled any claim otherwise than in the ordinary course of business, in each case to an extent which is material in the context of the Wider esure Group taken as a whole;

(k) terminated or varied the terms of any agreement or arrangement between any member of the Wider esure Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider esure Group taken as a whole;

(l) save as required in connection with the adoption of the Amended esure Articles, made any material alteration to its memorandum or articles of association or other incorporation documents to an extent which is material in the context of the Offer;

(m) except in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any significant change to the following in a way that is material in the context of the Wider esure Group taken as a whole:

(i) the terms of the trust deeds and rules constituting the pension scheme(s) established by any member of the Wider esure Group for its directors, employees or their dependants;

(ii) the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder;

(iii) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(iv) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to, to an extent which is in any such case material in the context of the Wider esure Group;

(n) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the Wider esure Group taken as a whole;

(o) (other than in respect of a member of the Wider esure Group which is dormant and was solvent at the relevant time) taken any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed, which is in any such case material in the context of the Wider esure Group taken as a whole;

(p) (except for transactions between esure and its wholly owned subsidiaries or between esure's wholly owned subsidiaries) made, authorised, proposed or announced an intention to propose any change in its loan capital;

(q) entered into or implemented any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities which would be restrictive on the business of any member of the Wider esure Group other than to a nature and extent which is not material in the context of the Wider esure Group taken as a whole; or

(r) other than in the ordinary course of business, entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 8;

No adverse change, litigation, regulatory enquiry or similar

10 Except as Disclosed, since 31 December 2017 there having been:

(a) no adverse change and no circumstance having arisen which would or might reasonably be expected to result in any adverse change in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider esure Group which is material in the context of the Wider esure Group taken as a whole;

(b) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against or in respect of any member of the Wider esure Group or to which any member of the Wider esure Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider esure Group, in each case which is or might reasonably be expected to be material in the context of the Wider esure Group taken as a whole;

(c) no contingent or other liability having arisen or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits or prospects of any member of the Wider esure Group to an extent which is material in the context of the Wider esure Group taken as a whole; and

(d) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider esure Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would or might reasonably be expected to have a material adverse effect on the Wider esure Group taken as a whole;

No discovery of certain matters regarding information, liabilities and environmental issues

11 Except as Disclosed, Bidco not having discovered and, in each case, to an extent which is material in the context of the Wider esure Group taken as a whole:

(a) that any financial, business or other information concerning the Wider esure Group publicly announced on or prior to the date of this Announcement or disclosed at any time to any member of the Wider Bidco Group by or on behalf of any member of the Wider esure Group on or prior to the date of this Announcement is misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case to a material extent;

(b) that any past or present member of the Wider esure Group has not complied in any material respect with all applicable legislation, regulations or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human or animal health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability, including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider esure Group;

(c) that there has been a material disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health which (whether or not giving rise to non-compliance with any law or regulation), would be likely to give rise to any material liability on the part of any member of the Wider esure Group;

(d) that there is or is reasonably likely to be any material obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider esure Group, or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto; or

(e) that circumstances exist (whether as a result of making the Offer or otherwise) which would be reasonably likely to lead to any Third Party instituting (or whereby any member of the Wider esure Group would be likely to be required to institute) an environment audit or take any steps which would in any such case be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or any asset now or previously owned, occupied or made use of by any past or present member of the Wider esure Group (or on its behalf) or by any person for which a member of the Wider esure Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, which is material in the context of the Wider esure Group taken as a whole; and

Anti-corruption, sanctions and criminal property

12 Except as Disclosed, Bidco not having discovered, in each case to an extent which is material in the Wider esure Group taken as a whole:

(a) (i) any past or present member, director, officer or employee of the esure Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other anti‑corruption legislation applicable to the esure Group; or (ii) any person that performs or has performed services for or on behalf of the esure Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation;

(b) any material asset of any member of the Wider esure Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition);

(c) any past or present member, director, officer or employee of the esure Group has engaged in any business with, made any investments in, made any funds or assets available to or received any funds or assets from: (i) any government, entity or individual in respect of which US or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by applicable US or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury & Customs; or (ii) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the European Union or any of its member states; or

(d) a member of the esure Group has engaged in any transaction which would cause any member of the Bidco Group to be in breach of any applicable law or regulation upon its acquisition of esure, including the economic sanctions of the United States Office of Foreign Assets Control or HM Treasury & Customs, or any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the European Union or any of its member states.

Part B: Certain further terms of the Offer

1 Subject to the requirements of the Panel, Bidco reserves the right to waive in whole or in part all or any of the above Conditions 3 to 12 (inclusive). Each of the Conditions will be regarded as a separate Condition and will not be limited by reference to any other Condition. Under Rule 13.5 of the Code, Bidco may not invoke a condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to Bidco in the context of the Offer. Conditions 1, 2 and 4 are not subject to this provision of the Code.

2 If Bidco is required by the Panel to make an offer for esure Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to any of the above Conditions and terms of the Offer as are necessary to comply with the provisions of that Rule.

3 The Offer will lapse if, insofar as the Offer or any matter arising from or relating to the Scheme or Offer constitutes a concentration with a Community dimension within the scope of the Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the Regulation or makes a referral to a NCA in the United Kingdom under Article 9(1) of the Regulation and there is then a CMA Phase 2 Reference before the date of the Court Meeting.

4 Bidco will be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 3 to 12 (inclusive) by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

5 Bidco reserves the right to elect (with the consent of the Panel and, where required by the terms of the Cooperation Agreement, the consent of esure) to implement the Offer by way of a Takeover Offer. In such event, the acquisition will be implemented on substantially the same terms subject to appropriate amendments and so far as applicable, as those which would apply to the Scheme.

In the event that the Offer is implemented by way of a Takeover Offer, the esure Shares acquired under the Offer will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any).

6 If, after the date of this Announcement but prior to the Effective Date, any dividend or other distribution is declared, paid or made or payable by esure, Bidco reserves the right (without prejudice to any right of Bidco, with the consent of the Panel, to invoke Condition 9(b) above) to reduce the Offer Price by an amount up to the aggregate amount of such dividend or distribution (excluding any associated tax credit).

If any such dividend or distribution occurs, any reference in this Announcement to the Offer Price will be deemed to be a reference to the Offer Price as so reduced. If such reduction occurs, notwithstanding the terms on which the esure Shares are expressed to be acquired by Bidco pursuant to the Offer in this Appendix I, the esure Shares will be acquired by or on behalf of Bidco pursuant to the Offer fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now and hereafter attaching to such shares including the right to receive in full all dividends and other distributions (if any) declared, paid or made on or after the Effective Date.

To the extent that such a dividend or distribution has been declared, paid, made or is payable and it is: (i) transferred pursuant to the Offer on a basis which entitles Bidco to receive the dividend or distribution and to retain it; or (ii) cancelled, the Offer Price will not be subject to change in accordance with this paragraph.

Any exercise by Bidco of its rights referred to in this paragraph will be the subject of an announcement and, for the avoidance of doubt, will not be regarded as constituting any revision or variation of the Offer.

7 The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

8 The Offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.

9 The Offer is governed by the law of England and Wales and is subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix I and to be set out in the Scheme Document. The Offer will be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the UKLA.

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APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

i. The value placed by the Offer on the existing issued share capital of esure is based on 419,092,661 esure Shares in issue on 13 August 2018, being the last dealing day prior to the date of this Announcement.

ii. The value of the Offer on a fully diluted basis has been calculated on the basis of 419,092,661 esure Shares in issue on 13 August 2018 and an additional 11,977,211 esure Shares that may be issued pursuant to the esure Share Plans. This additional number of esure Shares has been calculated on the basis of the maximum number of esure Shares that may be issued under the esure Share Plans.

iii. The Closing Prices on 10 August 2018 are taken from the Daily Official List.

iv. Volume-weighted average prices have been derived from Bloomberg and have been rounded to the nearest single decimal place.

v. Unless otherwise stated, the financial information relating to esure is extracted or derived (without material adjustment) from the audited consolidated financial statements of esure for the financial year ended 31 December 2017 and the unaudited interim results of esure for the six month period ended 30 June 2018.

APPENDIX III

IRREVOCABLE UNDERTAKINGS

Irrevocable Undertakings given by Independent Directors of esure

These Independent Directors of esure have given irrevocable undertakings to vote in favour of the Scheme, or, in the event the Proposed Acquisition is effected by way of a Takeover Offer, to accept or procure the acceptance of the Takeover Offer in accordance with the procedure set out in the relevant offer document containing such Takeover Offer.

These irrevocable undertakings cease to be binding if: (i) where the Offer is to be implemented by way of the Scheme, if the Scheme does not become effective on or before the Long Stop Date, provided that the reason is not because Bidco has elected to proceed by way of a Takeover Offer, rather than the Scheme; (ii) where the Offer is to be implemented by way of a Takeover Offer, if the relevant offer document is not despatched to esure Shareholders on or before the date falling 28 days after the date of the firm announcement of such Offer or such later time as may be agreed by the Panel; (iii) Bidco announces that it no longer intends to make or proceed with the Proposed Acquisition; (iv) if the Offer, whether to be implemented as a Scheme or a Takeover Offer, lapses or is withdrawn and Bidco announces that it does not intend to proceed with the Proposed Acquisition; (v) if the Offer, whether to be implemented as a Scheme or a Takeover Offer, lapses or is withdrawn (which for the avoidance of doubt shall not include any suspension of the timetable applicable to any Scheme) and no new, revised or replacement Scheme or Offer has been announced by Bidco, in accordance with the Code, within 10 Business Days of such lapsing or withdrawal; or (vi) if (x) any other scheme of arrangement under section 895 of the Companies Act in respect of esure becomes effective in accordance with its terms; or (y) any other offer made for the entire ordinary share capital of esure becomes or is declared wholly unconditional.

Subject to the above, the terms of the irrevocable undertakings from each of the Independent Directors of esure will continue to be binding in the event a higher competing offer is made for esure.

Sir Peter Wood Irrevocable Undertaking

Sir Peter Wood has given an irrevocable undertaking in respect of 128,609,655 esure Shares (being his entire beneficial holding of esure Shares and representing approximately 30.69 per cent. of esure's issued share capital as at 13 August 2018 (being the latest practicable date prior to the date of this Announcement)) to vote in favour of the special resolution proposed at the General Meeting to approve the adoption of the Amended esure Articles (Sir Peter Wood is not entitled to vote at the Court Meeting, and is not entitled to vote at the General Meeting in respect of the resolutions to approve the Rollover Arrangements), or, in the event the Proposed Acquisition is effected by way of a Takeover Offer, to accept or procure the acceptance of the Takeover Offer in respect of 110,752,512 esure Shares representing approximately 26.43 per cent. of esure's issued share capital as at 13 August 2018 (being the latest practicable date prior to the date of this Announcement) in accordance with the procedure set out in the relevant offer document containing such Takeover Offer.

The terms of Sir Peter Wood's irrevocable undertaking permit him to accept a higher competing offer made prior to the Scheme becoming effective or, if the Offer is to be implemented as a Takeover Offer, rather than a Scheme, prior to such Takeover Offer becoming wholly unconditional, if any person other than Bidco or a person acting in concert with Bidco announces a firm intention to make an offer to acquire esure (a "Competing Offer"), provided that such Competing Offer is: (i) at a price, or is in exchange for such number of shares (or other securities) that in the reasonable opinion of the Board of directors of esure having taken advice from its financial advisers, implies a value for each esure Share, of at least 325 pence; and (ii) Bidco has not announced a firm intention to make a revised offer which is not subject to any pre-conditions for an equivalent or improved consideration (in the reasonable opinion of Bidco's financial advisers) to that available under such Competing Offer by 5pm on the tenth business day after the date of the announcement of the Competing Offer.

Sir Peter Wood's irrevocable undertakings will cease to be binding in the event that he accepts or votes in favour of a Competing Offer. Otherwise, Sir Peter Wood's irrevocable undertaking ceases to be binding in the same circumstances as the irrevocable undertakings given by the Independent Directors of esure.

Further esure Shareholder Irrevocable Undertaking

Toscafund has given an irrevocable undertaking in respect of 71,272,419 esure Shares representing approximately 17.01 per cent. of esure's issued share capital (representing 24.54% of the esure Shares eligible to vote at the Court Meeting) as at 13 August 2018 (being the latest practicable date prior to the date of this Announcement) to vote in favour of the Scheme, or, in the event the Proposed Acquisition is effected by way of the Offer, to accept or procure the acceptance of the Offer in accordance with the procedure set out in the relevant offer document containing such Offer.

Toscafund's irrevocable undertaking ceases to be binding in the same circumstances as the irrevocable undertaking given by Sir Peter Wood.

APPENDIX IV

DEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise:

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.

All references to "pounds", "pounds Sterling", "Sterling", "GBP", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All references to "AUD" are to the lawful currency of the Commonwealth of Australia and references to "USD" are to the lawful currency of the United States.

All the times referred to in this Announcement are London times unless otherwise stated. References to the singular include the plural and vice versa.