Direct Line Insurance Group PLC

Declaration of Voting Results & Voting Rights Announcements • May 14, 2025

National Storage Mechanism | Additional information

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 December 2024.	613,961,722	99.98%	116,621	0.02%	614,078,343	46.83%	963,667
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 General Meeting, on 14 clear days' notice. *	597,472,988	97.16%	17,486,987	2.84%	614,959,975	46.89%	82,035
24.	To authorise the Directors to allot new shares in relation to an issue of RT1 Instruments.	605,392,635	98.49%	9,266,608	1.51%	614,659,243	46.87%	382,767
25.	To authorise Directors to disapply pre-emption rights in relation to an issue of RT1 Instruments. *	605,660,888	98.55%	8,925,334	1.45%	614,586,222	46.87%	455,788

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   

Contact:

Roger Clifton                                                              Company Secretary Email:  Roger.Clifton@directlinegroup.co.uk LEI: 213800FF2R23ALJQOP04

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