G R O U P

Proposed acquisition of Gocompare

G R O U P

Stuart Vann Chief Executive Officer

Slide 1

G R O U P

• Overview of acquisition

• Gocompare and our strategic rationale

• Gocompare financials

• Group capital

• Accounting

• Summary

Agenda

Slide 2

G R O U P

• Acquisition of the remaining 50% of Gocompare for a consideration of £95m

• Allows esure Group to drive strategic direction of Gocompare over the medium to long term

• Consideration represents 7.3x 50 per cent. of Gocompare’s 2013 EBITDA

• Earnings enhancing in year one on a cash basis

• Highly cash generative, with cash inflows broadly similar to operating profit

• Further diversification of revenue streams

• Consideration to be funded by issuance of up to £125m of tier II subordinated notes

• Completion expected in Q1 2015, subject to CMA approval

A known business, offering attractive financial metrics

Slide 3

G R O U P

• Full ownership of a rare asset with compelling strategic and financial rationale

• Allows esure Group to drive strategic direction of Gocompare

• Cash earnings enhancing in year one

• One of the UK’s leading financial services brands with exceptionally strong partnerships

• Important and innovative player in the price comparison space

• Significant experience and talented team in Newport

Acquisition rationale and esure Group objectives for Gocompare

Slide 4

Acquisition rationale

esure strategic objectives for Gocompare

Short term

• Business as usual; strong management team to be led by a new CEO, Jon Morrell

• Opportunities for further investment to drive expansion and diversification

Medium to long term

• Enhance shareholder value

G R O U P

• Gocompare launched in November 2006 and the esure Group acquired an option in 2007 to purchase 50% of Gocompare (fully exercised in 2010)

• Major player in the price comparison market offering financial and utility products to consumers

• In the space of 7 years, income has grown to £110m (2013)

• Profitability has been stable in recent years, with 2013 profit before tax of £25m

• Net cash inflow from operating activities of £25m in 2013

• Newport based expertise built throughout Gocompare’s history

• Strength of partnerships and independent management of both partnerships and comparison services will continue to remain core to the success of Gocompare

Gocompare history and business overview

Slide 5

G R O U P

Darren Ogden Chief Finance Officer

Slide 6

G R O U P Gocompare financials

Slide 7

In million £ 2013

Income 110.3

Expenses (84.9)

Profit before tax 25.4

Tax (5.9)

Profit after tax 19.5

Gocompare financials – 2013 Gocompare financials – 2014 Interim*

• Share of profit before tax from joint venture down 19.4% to £5.4m

• Lower share of profit due to increased spend on advertising campaign and media

• Expect 2H 2014 to be up on the first half of the year

*As disclosed in the Group’s 2014 Interim Results Presentation

Note: the Group’s share of trading profit is stated before amortisation

Gocompare financials – 2014 Interim to date

• Gocompare continues to perform in line with expectations and the guidance provided at the interim results announcement

Note: The summary profit and loss account provided above is based on the 2013 Gocompare.com Holdings Limited financial statements

G R O U P Group Capital

Slide 8

Solvency I

• Group’s IGD ratio will improve modestly under Solvency I

• The debt will qualify as lower tier II capital, restricted to 25% of the Minimum Capital Requirement under Solvency I

• There will be no impact on the capital position of esure Insurance Limited

Solvency II

• Under Solvency II, the Acquisition is expected to strengthen the Group’s capital position

The bond is expected to meet the requirements of Solvency II qualifying debt given current PRA guidelines

Qualifying debt is restricted to a maximum of 50% of the Group’s Solvency Capital Requirement

G R O U P Accounting

Slide 9

• As a result of the Acquisition the Group will incur additional acquired amortisation charges to its profit and loss account and a day one fair value gain due to step accounting

• The Group will report an “underlying profit after tax” which adjusts the Group’s reported IFRS profit after tax for all the Group’s acquired amortisation charges (including the Group’s current amortisation charge) and the fair value gain on day one

• The “underlying profit after tax” will be the reference point used to set the dividend payout ratio from 2015

G R O U P

Stuart Vann Chief Executive Officer

Slide 10

G R O U P

• Earnings enhancing in year one on a cash basis

• Full ownership of one of the UK’s leading financial services brands allows esure Group to drive the strategic direction of Gocompare over the medium to long term

• Diversification of esure Group’s revenue streams to enhance shareholder value

• Consideration of £95 million represents a multiple of 7.3x 50 per cent. of Gocompare’s 2013 EBITDA

• Issuance of up to £125 million of subordinated notes which are expected to meet the requirements of Solvency II qualifying capital

• The Group remains on track to meet its latest guidance for 2014

Summary

Slide 11

G R O U P

Thank you

Questions & Answers

G R O U P

Appendix

Slide 13

G R O U P

• Nearly 35 years of insurance experience in many areas including: Operations, Strategy, Distribution, Relationship Management and IT

• Held a variety of senior positions since 1995 and Approved person status since 2001

• Joined esure Broker in 2011 as Managing Director to develop and launch the broker business. Since 2012 Jon has been overseeing the Operations of esure as Deputy COO

• Key member of the esure Operational Executive Management Team

• Motivated and pro-active business leader with a proven track record of enhancing operating practice and processes as well as driving business performance

• Strong ability to manage key and complex relationships

• Known by the current executive team at Gocompare due to his previous roles in the industry which will ensure a smooth transition

Jon Morrell – Curriculum Vitae

Slide 14

G R O U P

Historical trading performance and impact on the Group

Slide 15

In million £ 2013

Gross written premiums 535.8

Gross earned premiums 526.1

Earned premiums, ceded to reinsurers (36.9)

Earned premiums, net of reinsurance 489.2

Investment income and instalment interest 45.5

Fees for additional services 38.8

Total income 573.5

Claims incurred and claims handling expenses (341.6)

Claims incurred and recoverable from reinsurers 3.9

Claims incurred, net of reinsurance (337.7)

Insurance expenses (100.9)

Other operating expenses (22.8)

Total expenses (461.4)

Share of profit after tax of joint venture 8.5

Finance costs (2.2)

Profit before tax 118.4

Taxation expense (25.2)

Profit attributable to the owners of the parent 93.2

2013 In million £

110.0 Income

0.3 Investment income

(84.9) Expenses

25.4 Profit before tax

(5.9) Tax

19.5 Profit after tax

esure Group financials

Gocompare financials

Note: The illustration above does not include the fair value day one gain or the amortisation of acquired intangibles arising from the Acquisition

Note: The summary profit and loss account provided above is based on the 2013 Gocompare.com Holdings Limited financial statements

G R O U P

Slide 16

In million £ Motor Home ASR Price comparison Investments Total

Gross written premiums

Net earned premiums

Investment income [x]

Instalment interest income

Fees for additional services [x]

Total income [x]

Net claims incurred

Claims handling costs

Insurance expenses

Other operating expenses [x]

Total expenses [x]

Trading profit [x]

Amortisation of acquired intangibles

Non-trading costs

Finance costs

Profit before tax

New segmental information reporting

G R O U P Accounting treatments

Slide 17

The acquisition of Gocompare will have the following impact on the Group’s Balance Sheet and Profit & Loss account:

• Step-accounting for acquisition results in a “day one” fair value gain

• Recognition of goodwill and intangibles

• Amortisation of intangibles

• Transaction costs

Accounting