2018 AGM POLL RESULTS FOR DIRECT LINE INSURANCE GROUP PLC
10 May 2018
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 & accounts for the year ended 31 December 2017 |
1,007,524,865 |
99.93% |
669,135 |
0.07% |
1,008,194,000 |
73.32% |
293,983 |
2. |
To approve the Directors' remuneration report |
766,710,834 |
76.58% |
234,492,835 |
23.42% |
1,001,203,669 |
72.81% |
7,284,313 |
3. |
To declare a final dividend of 13.6p |
1,005,714,249 |
99.73% |
2,717,960 |
0.27% |
1,008,432,209 |
73.34% |
55,774 |
4. |
To re-elect Mike Biggs as a Director |
985,233,917 |
97.78% |
22,395,630 |
2.22% |
1,007,629,547 |
73.28% |
858,120 |
5. |
To re-elect Paul Geddes as a Director |
1,004,863,752 |
99.65% |
3,519,598 |
0.35% |
1,008,383,350 |
73.34% |
87,631 |
6. |
To re-elect Danuta Gray as a Director |
993,295,387 |
98.50% |
15,079,266 |
1.50% |
1,008,374,653 |
73.34% |
111,852 |
7. |
To elect Mark Gregory as a Director |
1,007,163,771 |
99.88% |
1,202,561 |
0.12% |
1,008,366,332 |
73.34% |
121,651 |
8. |
To re-elect Jane Hanson as a Director |
1,005,539,581 |
99.72% |
2,842,726 |
0.28% |
1,008,382,307 |
73.34% |
105,676 |
9. |
To re-elect Mike Holliday-Williams as a Director |
1,003,151,262 |
99.48% |
5,225,649 |
0.52% |
1,008,376,911 |
73.34% |
111,072 |
10. |
To elect Penny James as a Director |
1,002,913,840 |
99.46% |
5,455,315 |
0.54% |
1,008,369,155 |
73.34% |
118,828 |
11. |
To re-elect Sebastian James as a Director |
1,004,277,809 |
99.59% |
4,103,638 |
0.41% |
1,008,381,447 |
73.34% |
106,536 |
12. |
To elect Gregor Stewart as a Director |
997,269,023 |
98.90% |
11,102,528 |
1.10% |
1,008,371,551 |
73.34% |
116,422 |
13. |
To re-elect Clare Thompson as a Director |
1,001,611,876 |
99.33% |
6,770,398 |
0.67% |
1,008,382,274 |
73.34% |
105,709 |
14. |
To re-elect Richard Ward as a Director |
998,982,277 |
99.07% |
9,399,304 |
0.93% |
1,008,381,581 |
73.34% |
106,402 |
15. |
To re-appoint Deloitte as auditors |
989,888,182 |
98.17% |
18,497,771 |
1.83% |
1,008,385,953 |
73.34% |
102,029 |
16. |
To authorise the Audit Committee to agree the Auditor's remuneration |
1,004,326,888 |
99.60% |
4,083,367 |
0.40% |
1,008,410,255 |
73.34% |
77,428 |
17. |
To authorise the Company to make political donations |
961,959,449 |
95.82% |
41,940,293 |
4.18% |
1,003,899,742 |
73.01% |
4,584,877 |
18. |
To authorise the Directors to allot new shares |
946,951,901 |
93.91% |
61,435,660 |
6.09% |
1,008,387,561 |
73.34% |
100,422 |
19. |
To disapply pre-emption rights* |
1,007,158,096 |
99.88% |
1,211,111 |
0.12% |
1,008,369,207 |
73.34% |
117,275 |
20. |
To further disapply pre-emption rights in specific circumstances* |
986,306,383 |
97.81% |
22,071,594 |
2.19% |
1,008,377,977 |
73.34% |
110,005 |
21. |
To authorise the Company to purchase its own shares* |
994,230,912 |
98.61% |
14,024,913 |
1.39% |
1,008,255,825 |
73.33% |
232,157 |
22. |
To authorise the Directors to allot new shares in relation to an issue of Solvency II Compliant Restricted Tier 1 Capital Instruments |
990,605,349 |
98.24% |
17,789,388 |
1.76% |
1,008,394,737 |
73.34% |
93,245 |
23. |
To authorise the Directors to disapply pre-emption rights in relation to an issue of Solvency II Compliant Restricted Tier 1 Capital Instruments* |
993,343,466 |
98.51% |
15,043,532 |
1.49% |
1,008,386,998 |
73.34% |
100,984 |
24. |
To authorise the Company to call general meetings on 14 clear days' notice* |
916,044,924 |
91.25% |
87,869,557 |
8.75% |
1,003,914,481 |
73.01% |
4,573,502 |
Our 2017 Directors' remuneration report has been approved by shareholders with 76.58% of votes cast in favour of the resolution. Naturally we are disappointed not to have received a higher level of support for the resolution, but having engaged with our shareholders, we understand their specific concern. We welcome feedback from our shareholders and we will continue to actively engage with them on executive remuneration and other issues.
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. Total number of shares in issue is 1,375,000,000 ordinary shares. Ordinary shareholders are entitled to one vote per share held.
6. To view the full wording of the resolutions, please refer to the 2018 Notice of Annual General Meeting on the Company's website.
In accordance with the UK Listing Authority's Listing Rule 9.6.2, copies of all the resolutions passed other than resolutions concerning ordinary business have been submitted to the UK Listing Authority via the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do.
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