Possible Offer

FOR IMMEDIATE RELEASE

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

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

13 August 2018

esure Group plc

Possible Offer

The Board of esure Group plc ("esure" or the "Company") notes the recent movement in its share price and confirms that, having received an unsolicited proposal from Bain Capital Private Equity, LP and its affiliates ("Bain Capital"), it is in the advanced stages of discussing a possible offer for the entire issued and to be issued share capital of the Company by Bain Capital.

Following discussions and a period of due diligence, Bain Capital has submitted a proposal to acquire all of the issued and to be issued shares of esure at 280 pence per share in cash (the "Proposal").

The Proposal represents:

· a premium of approximately 37 per cent. to the closing share price of 204 pence on 10 August 2018 (being the last business day prior to this Announcement);

· 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

· 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.

The Board of esure has indicated to Bain Capital that it would be minded to recommend a firm offer for esure if made by Bain Capital at the price set out in the Proposal, subject to the agreement of terms relating to the Proposal.

esure is a UK registered company and any bid for esure is governed by the Code. Under Rule 2.6(a) of the Code, Bain Capital must by not later than 5.00 p.m. on 10 September 2018, either announce a firm intention to make an offer for esure in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

There is no certainty that an offer will be made for the Company. Bain Capital expressly reserves the right to:

a) make an offer at any time on reduced terms:

(i) with the agreement or recommendation of the Board of esure;

(ii) if a third party announces a firm intention to make an offer for esure pursuant to Rule 2.7 of the Code at a lower price than the Proposal;

(iii) if esure announces, declares or pays any dividend or any other distribution to shareholders, in which case Bain Capital reserves the right to make an equivalent reduction in its offer terms; or

(iv) following an announcement by esure if a whitewash transaction pursuant to the Code; and

b) introduce other forms of consideration and/or vary the mix or composition of consideration of any offer.

This announcement is being made with the consent of Bain Capital.

Contact details:

esure

Chris Wensley 01737 641324

Citigate Dewe Rogerson 0207 638 9571

Chris Barrie

Jos Bieneman

Deutsche Bank 0207 5458000

Tadhg Flood

Claire Brooksby

James Ibbotson

Disclosure requirements of the Takeover Code (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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 offeror(s), 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 pm (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 purposes of Rule 8.3.2.

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).

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 Takeover 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.

Relevant securities in issue

In accordance with Rule 2.9 of the Code, esure confirms that, as at the date of this announcement, it has 419,092,661 ordinary shares of 1/12p each in issue and admitted to trading on the London Stock Exchange. The International Securities Identification Number (ISIN) of the shares is GB00B8KJH563.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.esuregroup.com.

The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

The person responsible for arranging for the release of this announcement on behalf of esure is Darren Ogden, Interim Chief Executive Officer.

Important notices

Deutsche Bank AG ("Deutsche Bank") is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority. 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 Prudential Regulation Authority and Financial Conduct Authority. Neither Deutsche Bank nor any of its subsidiaries, branches or affiliates will be responsible to any person other than esure for providing any of the protections afforded to clients of Deutsche Bank nor for providing advice in relation to any matters referred to in this announcement. Neither Deutsche Bank nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, 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. Deutsche Bank, acting through its London branch, is acting as corporate broker and financial adviser to esure and no other person in connection with the contents of this announcement.

esure Group plc is listed on the London Stock Exchange (ESUR)

Registered Office: The Observatory, Reigate, Surrey RH2 0SG

Registered in England and Wales with registered number: 7064312

LEI: 213800KOI3F5LM54PT80

ISIN: GB00B8KJH563