AGM Information • Mar 21, 2014
AGM Information
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Incorporated and registered in England and Wales under number 02280426
Incorporated and registered in England and Wales under number 02280426
If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other professional adviser.
If you have sold or transferred all of your shares in Direct Line Insurance Group plc you should pass this Notice and accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.
The meeting will start at 10.00am. Please arrive no later than 9.45am for registration.
Tea and coffee will be served from 9.20am.
The meeting will be held on Thursday, 15 May 2014 in The Auditorium, Allen & Overy LLP, One Bishops Square, London E1 6AD. If you have any queries regarding the venue, please contact Allen & Overy LLP's reception desk by telephone on +44 (0)20 3088 4040.
There is wheelchair access to the venue and we have arranged for induction loop facilities to be available in The Auditorium.
Bishops Square is within easy walking distance from Liverpool Street Station. Walk northwards up Bishopsgate and turn right into Brushfi eld Street. You will see an open square with trees and a white tented structure. Walk past the tented structure and take any of the three entrances to the offi ces of Allen & Overy LLP.
The nearest underground station is Liverpool Street, which is on the Central, Hammersmith and City, Metropolitan and Circle lines. Other nearby underground stations are Aldgate on the Metropolitan and Circle lines and Aldgate East on the Hammersmith and City line.
Ask your taxi driver to drop you off in Spital Square, just off Bishopsgate.
Incorporated and registered in England and Wales under number 02280426
Dear Shareholder
I am pleased to enclose the Notice of Meeting for the 2014 Annual General Meeting ("AGM") of Direct Line Insurance Group plc. The AGM will be held at The Auditorium, Allen & Overy LLP, One Bishops Square, London E1 6AD on Thursday, 15 May 2014 at 10.00am. This will be the second AGM held by Direct Line Insurance Group plc as a listed company. It provides an opportunity for you to communicate with your Directors. You will fi nd with this letter:
If you have requested a printed copy of the Annual Report & Accounts, it is enclosed.
If you requested to receive the Annual Report & Accounts electronically or did not return the election card previously sent to you with your Welcome Pack on becoming a shareholder, please accept this letter as notifi cation that the Company's 2013 Annual Report & Accounts have now been published on our website: www.directlinegroup.com.
All the resolutions are standard matters that are normally dealt with at a listed company's AGM.
If you are unable to attend the meeting, but have any questions on the business to be discussed, we would like to hear from you ahead of the meeting. Please send your questions to me care of the General Counsel and Company Secretary at Direct Line Group, Churchill Court, Westmoreland Road, Bromley, BR1 1DP. Whilst we cannot answer questions individually, we intend to provide responses to the topics most frequently raised and post these on our website as well as making them available at the AGM.
Your vote is important to us. You can vote by: submitting your vote online; signing and returning your proxy form; or by attending and voting at the AGM. Instructions are set out in the notes on pages 6 and 7. All resolutions will be put to a vote on a poll, rather than being decided by a show of hands. Your Directors believe that this will result in a more accurate refl ection of the views of shareholders and ensure that their votes are recognised whether or not they are able to attend the meeting. On a poll, each shareholder has one vote for every share held.
The results of the voting on the resolutions will be announced to the London Stock Exchange and published on our website at www.directlinegroup.com shortly after the conclusion of the meeting.
Your Board believes the resolutions to be proposed at the AGM will promote the success of the Company and are in the best interests of the Company and shareholders as a whole and unanimously recommends you vote in favour of them, as your Directors intend to do in respect of their own benefi cial shareholdings.
The Directors and I look forward to meeting as many of you as possible at our AGM and we thank you for your continued support.
Michael N Biggs Chairman
Incorporated and registered in England and Wales under number 02280426
NOTICE is hereby given that the Annual General Meeting ("AGM") of Direct Line Insurance Group plc will be held at The Auditorium, Allen & Overy LLP, One Bishops Square, London E1 6AD on Thursday, 15 May 2014 at 10.00am to transact the business set out in the resolutions below.
Resolutions 1 to 15 and 19 will be proposed as ordinary resolutions and resolutions 16 to 18 will be proposed as special resolutions. Voting on all resolutions will be by way of a poll.
THAT the audited accounts of the Company for the year ended 31 December 2013 together with the reports of the Directors and of the auditors be and are hereby received.
THAT the remuneration policy, the full text of which is set out on pages 80 to 88 of the Directors' remuneration report contained within the Annual Report & Accounts for the fi nancial year ended 31 December 2013, be and is hereby approved and that such remuneration policy take effect from the date on which this resolution is passed.
THAT the Directors' remuneration report (other than the remuneration policy referred to in Resolution 2 above) for the year ended 31 December 2013 be and is hereby approved.
THAT a fi nal dividend of 8.4 pence per ordinary share be and is hereby declared for payment on 20 May 2014 to shareholders whose names appear on the register of members at the close of business on 14 March 2014.
THAT Mr Mike Biggs be and is hereby re-elected as a Director of the Company.
THAT Mr Paul Geddes be and is hereby re-elected as a Director of the Company.
THAT Mrs Jane Hanson be and is hereby re-elected as a Director of the Company.
THAT Mr Glyn Jones be and is hereby re-elected as a Director of the Company.
THAT Mr Andrew Palmer be and is hereby re-elected as a Director of the Company.
THAT Mr John Reizenstein be and is hereby re-elected as a Director of the Company.
THAT Mrs Clare Thompson be and is hereby re-elected as a Director of the Company.
THAT Mrs Priscilla Vacassin be and is hereby re-elected as a Director of the Company.
THAT Deloitte LLP be and are hereby re-appointed as the Company's auditors until the next AGM.
THAT the Audit Committee of the Board be and is hereby authorised to agree the remuneration of the auditors.
THAT the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to allot shares in the Company, and to grant rights to subscribe for or to convert any security into shares in the Company:
and so that Directors may make such exclusions or other arrangements as the Board considers expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems under the laws in any territory or the requirements of any relevant regulatory body or stock exchange or any other matter;
Incorporated and registered in England and Wales under number 02280426
for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next AGM of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on 30 June 2015); but in each case, before the authority expires, the Company may make an offer or agreement which would or might require shares to be allotted, or rights to subscribe for or convert any security into shares to be granted, after expiry of this authority and the Directors may allot shares and grant rights in pursuance of that offer or agreement as if this authority had not expired.
THAT subject to the passing of resolution 15, the Directors be and are hereby generally and unconditionally empowered to allot equity securities (as defi ned in section 560 of the Companies Act 2006) for cash under the authority given by resolution 15 and/or where the allotment is treated as an allotment of equity securities under section 560(3) of the Companies Act 2006, as if section 561(1) of the Companies Act 2006 did not apply to such allotment, provided that this power shall be limited:
and so that Directors may make such exclusions or other arrangements as the Board considers expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems under the laws in any territory or the requirements of any relevant regulatory body or stock exchange or any other matter;
ii) in the case of the authority granted under paragraph i) of resolution 15, to the allotment (otherwise than under paragraph i) above) of equity securities up to a nominal value of £7,500,000,
such authorities to apply in substitution for all previous authorities and to expire at the end of next year's AGM or, if earlier, the close of business on 30 June 2015 save that, in each case, the Company may before such expiry make any offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.
THAT the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of its ordinary shares of 10 pence each, subject to the following conditions:
THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.
Incorporated and registered in England and Wales under number 02280426
Resolution 19 – Political donations and expenditure THAT in accordance with section 366 of the Companies Act 2006 the Company and its Directors are hereby authorised, during the period commencing on the date of this resolution and ending at the conclusion of next year's AGM, or, if earlier, the close of business on 30 June 2015, to:
provided that the aggregate amount of any such donations and expenditure shall not exceed £100,000 during the period from the date of this resolution until the conclusion of the next AGM of the Company or if earlier, close of business on 30 June 2015. For the purpose of this resolution, the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' have the meanings set out in sections 363 to 365 of the Companies Act 2006.
By Order of the Board
Humphrey Tomlinson General Counsel and Company Secretary 20 March 2014
Registered Offi ce: Churchill Court, Westmoreland Road, Bromley BR1 1DP
Incorporated and registered in England and Wales under number 02280426
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
Incorporated and registered in England and Wales under number 02280426
Under section 338 and section 338A of the Companies Act 2006, members meeting the threshold requirements in those sections have the right to require the Company (i) to give, to members of the Company entitled to receive notice of the meeting, notice of a resolution which may properly be moved and is intended to be moved at the meeting and/or (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise), (b) it is defamatory of any person, or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than 2 April 2014, being the date 6 clear weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.
Under section 527 of the Companies Act 2006, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold offi ce since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006 and it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.
Incorporated and registered in England and Wales under number 02280426
The Directors must lay before the shareholders the reports and accounts of the Company for the fi nancial year ended 31 December 2013.
Shareholders are requested to approve the Directors' remuneration policy which is set out on pages 80 to 88 of the Directors' remuneration report contained within the 2013 Annual Report & Accounts.
In accordance with section 439A of the Companies Act 2006 a new requirement has been introduced for a separate resolution on the Directors' remuneration policy to be put to a vote by shareholders. The vote is binding which means that payments cannot be made under the policy until it has been approved by shareholders. Once the Directors' remuneration policy is approved the Company will not be able to make a remuneration payment to a current or prospective director or a payment for loss of offi ce to a current or past director, unless that payment is consistent with the policy or has been approved by a resolution of the members of the Company.
The Directors' remuneration policy must be put to shareholders at least every three years, unless during that time it is to be changed. The Company currently intends to submit the policy for approval by shareholders on a three yearly basis.
The Directors' remuneration report has been prepared in accordance with the Companies Act 2006 (and Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013. The Directors' remuneration report meets the requirements of the Listing Rules and describes how the Board has applied the principles of good governance relating to Directors' remuneration. The report is set out in full on pages 80 to 88 of the 2013 Annual Report & Accounts. As required by the Companies Act 2006, an ordinary resolution to approve the report is proposed at the AGM. This vote is advisory.
Shareholders must approve the fi nal dividend payable for each ordinary share held and the proposal recommended by the Directors in this resolution is 8.4 pence for each ordinary share.
The Company's articles of association require Directors to retire and submit themselves for re-election at each AGM. Accordingly, Mike Biggs, Paul Geddes, Jane Hanson, Glyn Jones, Andrew Palmer, John Reizenstein, Clare Thompson and Priscilla Vacassin are seeking re-election.
Following an evaluation, the Nomination Committee determined that, with exception of Mike Biggs, Paul Geddes and John Reizenstein, for the reasons given below, each Director who is standing for re-election at the meeting is independent in character and judgement and free from relationships or circumstances likely to affect the Director's judgement. The Board also considers that all the Directors standing for re-election continue to be effective and demonstrate the level of commitment required in connection with their role and the needs of the business.
The non-independent Directors are:
| Mike Biggs | Chairman, independent on appointment. Independence not an appropriate test for a Chairman thereafter |
|---|---|
| Paul Geddes | Executive Director |
| John Reizenstein | Executive Director |
Biographical details in support of each Director's election are provided below.
Mr Mike Biggs was appointed to the Board and became Chairman of the Group in April 2012 and is Chair of the Nomination Committee.
Mike has over 40 years' experience of the UK and international fi nancial services sector. He was Chief Executive Offi cer and Group Finance Director of Resolution plc, the FTSE 100 UK life assurance business, and latterly the Chairman of Resolution Limited until May 2013 when he stepped down following the combination of the boards of Resolution Limited and Friends Life Group. He was previously Group Finance Director of Aviva plc.
He has a Masters degree in History from the University of Oxford and is an Associate of the Institute of Chartered Accountants of England and Wales. Mike is 61.
Mr Paul Geddes was appointed to the Board as Chief Executive Offi cer of the Group in August 2009.
Paul was the Chief Executive Offi cer of RBS Group's mainland UK retail banking business, having joined in 2004 as Managing Director with responsibility for products and marketing. Before joining RBS Group, Paul held a number of senior roles in multi-channel retailing in businesses that were then parts of the GUS and Kingfi sher groups. Paul started his career in marketing, with UK and European roles at Procter & Gamble. Paul is a member of the ABI Board, a member of
Incorporated and registered in England and Wales under number 02280426
the FOS's insurance industry steering group, and a member of the FCA Practitioner Panel.
Paul read Philosophy, Politics and Economics at the University of Oxford. He is a Fellow of the Chartered Institute of Bankers in Scotland. Paul is 44.
Mrs Jane Hanson joined the Board in December 2011 and is Chair of the Board Risk and Corporate Social Responsibility Committees.
Jane spent 12 years with KPMG, where she worked in the fi nancial sector, becoming the Director responsible for delivery of corporate governance, internal audit and risk management services in the North of England. Jane has also held executive roles as Director of Audit, and Risk and Governance Director at Aviva's UK Life business. Jane is Chair of the Audit and Risk Committee and Non-Executive Director at Reclaim Fund Ltd and Chair of the Board Risk Committee and Non-Executive Director at Old Mutual Wealth Management Limited. She is an Independent Member of the Fairness Committee at ReAssure Ltd. Jane has her own fi nancial sector consulting business, delivering audit, enterprise risk management and corporate governance advisory and consulting services to the fi nancial sector. She is also a magistrate.
Jane is a graduate of the University of York with a degree in music and is a Fellow of the Institute of Chartered Accountants in England and Wales. Jane is 46.
Mr Glyn Jones joined the Board in September 2012. He is our Senior Independent Director and Chair of the Investment Committee.
Glyn was Chairman of Towry Holdings Limited between 2006 and 2011. He also served as Chairman of Hermes Fund Managers from 2008 to 2011 and was Chairman of its sister company, BT Pension Scheme Management, for a part of this period. Glyn was Chief Executive Offi cer of the independent investment group, Thames River Capital, from 2005 to 2006. From 2000, he served as Chief Executive Offi cer of Gartmore Investment Management in the UK for four years. Before this, Glyn was Chief Executive Offi cer of Coutts NatWest Group and Coutts Group, having joined in 1997. Glyn joined Standard Chartered in Hong Kong in 1990 where he became the General Manager of Global Private Banking. He was a consulting partner with Coopers & Lybrand/Deloitte Haskins & Sells Management Consultants from 1981 to 1990. Glyn is Chairman of Aspen Insurance Holding Limited, a New York listed specialty lines insurer, and also Chairman of Aspen Insurance UK Limited, a principal operating subsidiary of the Aspen Group.
Glyn is a graduate of Cambridge University and a Fellow of
the Institute of Chartered Accountants in England and Wales. Glyn is 61.
Mr Andrew Palmer joined the Board in March 2011 and is Chair of the Audit Committee.
Andrew retired from Legal & General Group plc, where he was the Group Finance Director, in 2009. He resigned from his position as Senior Independent Director of Segro plc, the British and European Industrial Real Estate Investment Trust Company, in April 2013. Andrew continues to hold a number of external positions. He is a Trustee of the Royal School of Needlework, a Trustee and Treasurer of Cancer Research UK, a Non-Executive Director of Royal London Mutual Insurance Society Limited and a member of the Financial Reporting Review Panel of the Financial Reporting Council.
He is a Fellow of the Institute of Chartered Accountants in England & Wales. Andrew is 60.
Mr John Reizenstein was appointed to the Board as Chief Financial Offi cer in December 2010.
John was previously an Executive Director at the Cooperative Insurance Society, CIS General Insurance and The Co-operative Bank. He was Chief Financial Offi cer of these businesses between 2003 and 2007 and subsequently Managing Director, Corporate and Markets. Prior to that, John spent more than 20 years in investment banking with UBS and Goldman Sachs.
John is an Economics graduate from Cambridge University. John is 57.
Mrs Clare Thompson joined the Board in September 2012.
Clare was a partner at PricewaterhouseCoopers ("PwC") from 1988 to 2011. During her 23 years as a partner of PwC, she held several senior and high profi le roles, particularly within the insurance sector. Clare is currently a Non-Executive member of the Partnership Board of Miller Insurance Services LLP and is Treasurer of the Disasters Emergency Committee.
She is a graduate of the University of York with a degree in Mathematics and is a Fellow of the Institute of Chartered Accountants in England and Wales. Clare is 59.
Mrs Priscilla Vacassin joined the Board in September 2012 and is Chair of the Remuneration Committee.
Priscilla was most recently Group Human Resources Director at Prudential plc and a Non-Executive Director and member of the Audit Committee at the Ministry of Defence. Priscilla
Incorporated and registered in England and Wales under number 02280426
has previously held senior human resources positions across a number of fi nancial services and customer facing industries, including roles at Abbey National plc, where she was Executive Director, Human Resources; BAA plc, where she was Group Human Resources Director; and Kingfi sher plc. Priscilla also has her own search and consultancy business.
She graduated in Law (with Honours) from the University of North East London. Priscilla is 56.
Resolution 13 – Re-appointment of the auditors proposes the re-appointment of the Company's existing auditors, Deloitte LLP, until the next general meeting at which accounts are presented.
Resolution 14 – Authority to agree the auditors' remuneration is a separate resolution which gives authority to the Audit Committee to determine the auditors' remuneration.
This resolution renews the authority that was given at the AGM on 6 June 2013. Paragraph i) of this resolution would give the Directors the authority to allot ordinary shares up to an aggregate nominal amount equal to £50,000,000 (representing 500,000,000 ordinary shares of 10 pence each). This amount represents one-third of the issued ordinary share capital of the Company as at 27 February 2014, the latest practicable date prior to publication of this Notice of AGM.
In line with guidance issued by the Association of British Insurers, paragraph ii) of this resolution would give the Directors the authority to allot ordinary shares in connection with a rights issue in favour of ordinary shareholders up to an aggregate nominal amount equal to £100,000,000 (representing 1,000,000,000 ordinary shares of 10 pence each), including within such limit the nominal amount of any shares issued under paragraph i) of this resolution. This amount represents two-thirds of the issued ordinary share capital of the Company as at 27 February 2014, the latest practicable date prior to publication of this Notice.
The authorities sought under paragraph i) of this resolution will expire on the earlier of 30 June 2015 (the last date by which the Company must hold an AGM in 2015) and the conclusion of the AGM of the Company held in 2015.
The Directors have no present intention to exercise either of the authorities sought under this resolution, except, under paragraph i), to satisfy options under the Company's share option schemes.
As at the date of this Notice of AGM, no ordinary shares are held by the company in treasury.
This resolution renews the authority that was given at the AGM on 6 June 2013 and would give the Directors the authority to allot ordinary shares (or sell any ordinary shares which the Company elects to hold in treasury) for cash without fi rst offering them to existing shareholders in proportion to their existing shareholdings.
Except as provided in the next paragraph, this authority would be limited to allotments or sales in connection with pre-emptive offers or otherwise up to an aggregate nominal amount of £7,500,000 (representing 75,000,000 ordinary shares of 10 pence each). This aggregate nominal amount represents approximately 5% of the issued ordinary share capital of the Company as at 27 February 2014, the latest practicable date prior to publication of this Notice. In respect of this aggregate nominal amount, the Directors confi rm their intention to follow the provisions of the Pre-Emption Group's Statement of Principles regarding cumulative use of authorities within a rolling 3-year period where the Principles provide that issues in excess of 7.5% should not take place without prior consultation with shareholders.
Allotments made under the authorisation in paragraph ii) of resolution 15 would be limited to allotments by way of a rights issue only (subject to the right of the Directors to impose necessary or appropriate limitations to deal with, for example, fractional entitlements and regulatory matters).
This authority will expire at the earlier of 30 June 2015 (the last date by which the Company must hold an AGM in 2015) and the conclusion of the AGM of the Company held in 2015.
This resolution renews the authority that was given at the AGM on 6 June 2013, permitting the Company to buy its own ordinary shares in the market. The maximum number of shares that can be bought under this authority must not exceed 10% of the issued ordinary shares of the Company as at 27 February 2014, the latest practicable date prior to publication of this Notice. The maximum price payable must not exceed the higher of 105% of the average of the middle market quotations for the ordinary shares of the Company, as derived from The London Stock Exchange Daily Offi cial List, for the fi ve business days immediately prior to the date of purchase and that stipulated by Article 5(1) of the Buyback and Stabilisation Regulation 2003. The Directors do not intend to exercise the Company's power to purchase its own shares other than in circumstances where they believe this would result in an increase in earnings per share and be in the best interests of shareholders generally.
Incorporated and registered in England and Wales under number 02280426
The Companies Act 2006 enables companies to hold any of their own shares they have purchased as treasury shares with a view to possible resale at a future date, rather than cancelling them. Direct Line Insurance Group plc holds no ordinary shares in treasury at the date of this Notice. Treasury shares would provides the Company with additional fl exibility in the management of its capital base, enabling it either to sell treasury shares quickly and cost-effectively or to use the treasury shares to satisfy awards under the Company's employee share schemes.
The total number of options to subscribe for ordinary shares that were outstanding at 27 February 2013 (being the latest practical date prior to the publication of this Notice) was 9,348,711. The proportion of issued share capital that they represented at that time was 0.62% and the proportion of issued share capital that they will represent if the full authority to purchase shares (existing and being sought) is used is 0.69%.
Changes made to the Companies Act 2006 by the Shareholder Rights Regulations increase the notice period required for general meetings of the Company to 21 clear days unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days. (AGMs will continue to be held on at least 21 clear days' notice.) Until the Shareholders' Rights Regulations came into force on 3 August 2009, the Company was able to call general meetings, other than an AGM, on 14 clear days' notice without obtaining such shareholder approval. In order to preserve this ability, resolution 18 seeks such approval. The approval will be effective until the Company's next AGM, when it is currently intended that a similar resolution will be proposed.
Note that the changes to the Companies Act 2006 mean that, in order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting.
The Company does not intend to change its current practice of not making donations to political parties in the European Union ("EU"). However, the Political Parties, Elections and Referendums Act 2000 ("PPERA") and the Companies Act 2006 contain restrictions on companies making donations or incurring expenditure in relation to EU political parties, other political organisations or independent election candidates. The PPERA and Part 14 of the Companies Act 2006 defi ne political parties, other political organisations and independent election candidates very widely and, as a result, it is possible that they may include, for example, donations to bodies concerned with policy review and law reform, with the representation of the business community or sections of it, or with the representation of other communities or special interest groups which it is in the shareholders' interest for the Company to support. Amongst other things, the PPERA and the Companies Act 2006 prohibit the Company or its subsidiaries from making donations or incurring expenditure in relation to political parties, other political organisations or independent candidates in a 12 month period in excess of an aggregate of £5,000, unless such donations have been authorised by the Company's shareholders. The Company is therefore seeking authority under this resolution up to £100,000 in aggregate in order to prevent an inadvertent breach of the PPERA and the Companies Act 2006.
The Shareholder Helpline is run by Direct Line Insurance Group plc's Registrar, Computershare Investor Services PLC, and is available on UK business days between Monday and Friday, 8.30am to 5.00pm. The helpline also contains automated selfservice functionality which is available 24 hours a day, seven days a week. Using your Shareholder Reference Number ("SRN") on your share certifi cate or dividend tax voucher, the self-service functionality will allow you to:
The number to call is + 44 (0)870 873 5880.
Investor Centre is a free, secure share management website provided by the Company's' Registrar, Computershare Investor Services PLC. Managing your shares online means you can access information quickly, securely and minimise postal communications. This service will allow you to:
To take advantage of this service, please log in at www.investorcentre.co.uk and enter your Shareholder Reference Number and the Company's name. This information can be found on your last dividend tax voucher or share certifi cate.
| First quarter results | 2 May |
|---|---|
| Payment of second special interim | |
| dividend and fi nal dividend | 20 May |
| Half-year results | 1 August |
| Payment of interim dividend | 12 September |
| Third quarter results | 31 October |
Shareholders can elect for dividends to be paid by mandate directly to a UK bank or building society account, effecting payment on the relevant payment date through the Bankers' Automated Clearing Services (BACS) or the Clearing House Automated Payment System (CHAPS). The Company also offers shareholders a Dividend Reinvestment Plan. Further information can be found on our website at www.directlinegroup.com.
The Company actively encourages all shareholders to register for the electronic communications service. By registering to receive electronic communications, you will be able to:
You can register by visiting www.directlinegroup.com and following the online instructions.
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