title: "Company number: 02280426"
date: 2016-05-11 07:04:00+00:00
processor: python-docx+mammoth
status: success
Company number: 02280426
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PUBLIC COMPANY LIMITED BY SHARES
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RESOLUTION
OF
DIRECT LINE INSURANCE GROUP PLC
(the"Company")
At the GENERAL MEETING of the Company, duly convened and held at the offices of the Company at Riverbank House, 2 Swan Lane, London, EC4R 3AD on 19 October 2023 at 10.00 a.m., the following resolution was duly passed as an ordinary resolution as set out in the Notice of Meeting dated 3 October 2023:
ORDINARY RESOLUTION
Resolution 1 – The Transaction
THAT:
- the proposed transfer of a business as a going concern, which includes (among other things): (a) products written by Direct Line Group under the “NIG” and “FarmWeb” brands and certain broker brands (in each case, whether using a single brand or on a co-branded basis); (b) certain of Direct Line Group’s brands, properties, contracts, data, intellectual property rights and employees; (c) business arranged by U K Insurance Business Solutions Limited branded “Churchill Expert” (including fleet insurance traded directly by U K Insurance Business Solutions Limited and insurance offered through its portfolio of partnerships with third parties) substantially on the terms and subject to the conditions of the business transfer agreement dated 6 September 2023 between the Company, U K Insurance Limited, DL Insurance Services Limited, U K Insurance Business Solutions Limited and Royal & Sun Alliance Insurance Limited (the “Purchaser”) and Intact Financial Corporation (the “Business Transfer Agreement”) and the reinsurance transaction in relation to new and certain existing business substantially on the terms and subject to the conditions of the quota share reinsurance agreement dated 6 September 2023 between U K Insurance Limited and the Purchaser (the “Quota Share Reinsurance Agreement”), as described in the circular to the Company’s shareholders dated 3 October 2023 (the “Circular”) and all other agreements and ancillary documents contemplated by the Business Transfer Agreement and the Quota Share Reinsurance Agreement (the “Transaction”), be and are approved for the purposes of Chapter 10 of the Listing Rules of the Financial Conduct Authority with any changes as are permitted in accordance with the below; and
- the directors of the Company (the “Directors”) (or any duly authorised committee of the Directors) be and are authorised: (a) to do or procure to be done all such acts and things, execute all such agreements and make all such arrangements on behalf of the Company and any of its subsidiaries as the Directors (or any duly authorised committee of the Directors) consider necessary, expedient or desirable in connection with, and to implement, the Transaction; and (b) to agree such modifications, variations, revisions, waivers, extensions, additions or amendments (not being modifications, variations, revisions, waivers, extensions, additions or amendments of a material nature for the purposes of Listing Rule 10.5.2R) as the Directors (or any duly authorised committee of the Directors) may in their absolute discretion deem necessary, expedient or desirable to or in connection with the Business Transfer Agreement, the Quota Share Reinsurance Agreement, the Transaction and/ or any associated and ancillary agreements.