REG - Direct Line Ins Grp - Result of AGM

Direct Line InsuranceAnnouncement

14/05/2025 15:00

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RNS Number : 6862I  Direct Line Insurance Group PLC  14 May 2025

2025 Annual General Meeting Poll Results for Direct Line Insurance Group Plc

14 May 2025

Direct Line Insurance Group plc (the "Company") announces that all resolutions
proposed to shareholders at its Annual General Meeting today were carried by
the requisite majority on a poll.

The following table shows the votes cast for each resolution:

 Resolution                                                                             For          % of votes cast  Against      % of votes cast  Total votes    % of issued share capital voted  Votes withheld
 1.      To receive the Report and Accounts of the Company for the year ended 31        613,961,722  99.98%           116,621      0.02%            614,078,343    46.83%                           963,667
         December 2024.
 2.      To approve the Directors' Remuneration Report.                                 390,248,243  63.46%           224,671,981  36.54%           614,920,224    46.89%                           121,785
 3.      To approve a final dividend of 5.0 pence per share.                            614,903,086  99.98%           121,153      0.02%            615,024,239    46.90%                           17,771
 4.      To elect Jane Poole as a Director of the Company.                              614,400,146  99.93%           449,572      0.07%            614,849,718    46.89%                           192,292
 5.      To re-elect Tracy Corrigan as a Director of the Company.                       604,366,578  98.29%           10,495,392   1.71%            614,861,970    46.89%                           180,040
 6.      To re-elect Danuta Gray as a Director of the Company.                          592,111,668  96.30%           22,736,812   3.70%            614,848,480    46.89%                           192,157
 7.      To elect Carol Hagh as a Director of the Company.                              604,367,414  98.30%           10,460,002   1.70%            614,827,416    46.88%                           214,594
 8.      To re-elect Mark Gregory as a Director of the Company.                         604,334,240  98.29%           10,497,837   1.71%            614,832,077    46.88%                           209,933
 9.      To re-elect Adrian Joseph as a Director of the Company.                        604,437,852  98.31%           10,393,326   1.69%             614,831,178   46.88%                            210,832
 10.     To re-elect Mark Lewis as a Director of the Company.                           604,329,958  98.29%           10,512,928   1.71%            614,842,886    46.88%                           199,124
 11.     To re-elect Fiona McBain as a Director of the Company.                         604,469,013  98.31%           10,373,923   1.69%            614,842,936    46.88%                           199,074
 12.     To re-elect David Neave as a Director of the Company.                          604,434,742  98.31%           10,404,320   1.69%            614,839,062    46.88%                           202,948
 13.     To re-elect Gregor Stewart as a Director of the Company.                       604,455,378  98.31%           10,381,502   1.69%            614,836,880    46.88%                           205,130
 14.     To re-elect Richard Ward as a Director of the Company.                         596,041,483  96.94%           18,801,671   3.06%            614,843,154    46.88%                           198,856
 15.     To re-elect Adam Winslow as a Director of the Company.                         614,224,259  99.90%           643,055      0.10%            614,867,314    46.89%                            174,696
 16.     To re-appoint KPMG LLP as the Company's Auditor until the next AGM.            614,575,145  99.95%           317,534      0.05%            614,892,679    46.89%                           149,331
 17.     To authorise the Audit Committee to agree the Auditor's remuneration.          614,636,357  99.97%           202,610      0.03%            614,838,967    46.88%                           203,043
 18.     To authorise the Company to make political donations and expenditure.          611,663,126  99.50%           3,073,515    0.50%            614,736,641    46.88%                           305,369
 19.     To authorise the Directors to allot new shares.                                589,236,443  95.85%           25,493,235   4.15%            614,729,678    46.88%                           312,332
 20.     To grant the Directors general authority to disapply pre-emption rights.*      588,153,828  95.81%           25,736,688   4.19%            613,890,516    46.81%                           1,151,494
 21.     To grant the Directors additional authority to disapply pre-emption rights.*   580,885,198  94.62%           33,010,382   5.38%            613,895,580    46.81%                           1,146,430
 22.     To grant the Directors general authority to purchase own shares. *             614,238,797  99.93%           456,970      0.07%            614,695,767    46.87%                           346,243
 23.     To authorise the Company to call a general meeting, other than an Annual       597,472,988  97.16%           17,486,987   2.84%            614,959,975    46.89%                           82,035
         General Meeting, on 14 clear days' notice. *
 24.     To authorise the Directors to allot new shares in relation to an issue of RT1  605,392,635  98.49%           9,266,608    1.51%            614,659,243    46.87%                           382,767
         Instruments.
 25.     To authorise Directors to disapply pre-emption rights in relation to an issue  605,660,888  98.55%           8,925,334    1.45%            614,586,222    46.87%                           455,788
         of RT1 Instruments. *

 

The Board appreciates the support shown by shareholders for the resolutions at
today's AGM. We acknowledge the outcome of the vote on Resolution 2 relating
to the Directors Remuneration Report.  While we welcome the backing of the
majority of our shareholders for that resolution following engagement on
remuneration, we will continue to engage with shareholders in constructive and
open dialogue for so long as we remain an independent listed company. The
Company will provide an update to shareholders within six months of today's
meeting to the extent that the acquisition by Aviva plc has not occurred by
then.

NOTES:

1.     * indicates a Special Resolution requiring 75% of votes cast to be
carried.

2.     Votes "For" and "Against" are expressed as a percentage of votes
cast.

3.     Votes "For" include discretionary votes.

4.     A "Vote withheld" is not a vote in law and is not counted in the
calculation of the votes "For" or "Against" a resolution.

5.     The total number of ordinary shares in issue on 12 May 2025 was
1,311,388,157. Shareholders are entitled to one vote per share. Ordinary
shareholders are entitled to one vote per share held.

 

6.     To view the full wording of the resolutions, please refer to the
2025 Notice of Annual General Meeting on the Company's website.

In accordance with the UK Listing Authority's Listing Rule 6.4.2, copies of
all the resolutions passed other than resolutions concerning ordinary business
have been submitted to the National Storage Mechanism and will shortly be
available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

Contact:

 Roger
 Clifton
 Company Secretary

 Email:  Roger.Clifton@directlinegroup.co.uk

 LEI: 213800FF2R23ALJQOP04

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