Direct Line Insurance : 2023 Annual General Meeting Results

2023 Annual General Meeting Poll Results for Direct Line Insurance Group Plc

9 May 2023

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:

							% of
			% of		% of		issued	Votes
Resolution	For	votes	Against	votes	Total votes	share
withheld
			cast		cast		capital
							voted
	To receive the
	Report and
1.	Accounts of the	1,050,907,908	99.96%	440,546	0.04%	1,051,348,454	80.17%	886,905
Company for the
	year ended 31
	December 2022.
	To approve the
2.	Directors'	1,028,748,967	97.89%	22,163,847	2.11%	1,050,912,814	80.14%	1,321,110
Remuneration
	Report.
	To approve the
3.	Directors'	1,030,959,263	98.10%	19,918,567	1.90%	1,050,877,830	80.13%	1,356,094
remuneration
	policy
	To elect Mark
4.	Lewis as a	1,050,484,943	99.92%	794,394	0.08%	1,051,279,337	80.17%	956,522
Director of the
	Company.
	To re-elect Tracy
5.	Corrigan as a	1,050,288,530	99.91%	995,214	0.09%	1,051,283,744	80.17%	952,115
Director of the
	Company.
	To re-elect
6.	Danuta Gray as	988,455,917	94.02%	62,821,309	5.98%	1,051,277,226	80.17%	958,633
a Director of the
	Company.
	To re-elect Mark
7.	Gregory as a	1,048,326,579	99.72%	2,976,276	0.28%	1,051,302,855	80.17%	933,004
Director of the
	Company.

	To re-elect
8.	Sebastian James	1,031,850,198	98.15%	19,430,932	1.85%	1,051,281,130	80.17%	954,529
as a Director of
	the Company.
	To re-elect
9.	Adrian Joseph as	1,050,266,818	99.90%	1,014,532	0.10%	1,051,281,350	80.17%	954,509
a Director of the
	Company.
	To elect Neil
10.	Manser as a	1,038,499,200	98.78%	12,799,203	1.22%	1,051,298,403	80.17%	937,456
Director of the
	Company.
	To re-elect Fiona
11.	McBain as a	1,046,996,236	99.59%	4,284,303	0.41%	1,051,280,539	80.17%	955,320
Director of the
	Company.
	To re-elect
12.	Gregor Stewart	1,048,314,141	99.72%	2,971,673	0.28%	1,051,285,814	80.17%	950,045
as a Director of
	the Company.
	To re-elect
13.	Richard Ward as	1,020,939,857	97.11%	30,343,256	2.89%	1,051,283,113	80.17%	952,746
a Director of the
	Company.
	To re-appoint
	Deloitte LLP as
14.	the Company's	1,027,629,995	97.68%	24,399,362	2.32%	1,052,029,357	80.22%	206,502
	Auditor until the
	next AGM.
	To authorise the
	Audit
15.	Committee to	1,051,629,232	99.96%	443,665	0.04%	1,052,072,897	80.23%	162,962
agree the
	Auditor's
	remuneration.
	To authorise the
	Company to
16.	make political	1,046,163,497	99.43%	5,948,469	0.57%	1,052,111,966	80.23%	123,893
donations/incur
	political
	expenditure.
	To authorise the
17.	Directors to allot	989,321,047	94.03%	62,790,210	5.97%	1,052,111,257	80.23%	124,602
	new shares.

	To grant the
	Directors general
18.	authority to	988,996,258	94.01%	63,040,149	5.99%	1,052,036,407	80.22%	199,452
	disapply pre-
	emption rights. *
	To grant the
	Directors
	additional
19.	authority to	962,081,560	91.45%	89,949,233	8.55%	1,052,030,793	80.22%	205,066
disapply pre-
	emption rights s
	in specific
	circumstances. *
	To authorise the
20.	Company to	1,047,069,638	99.54%	4,877,075	0.46%	1,051,946,713	80.22%	289,146
purchase its own
	shares. *
	To authorise the
	Company to call
	a general
	meeting, other
21.	than an Annual	1,027,133,064	97.63%	24,973,967	2.37%	1,052,107,031	80.23%	128,828
	General
	Meeting, on 14
	clear days'
	notice. *
	To authorise
	Directors to allot
	new shares in
22.	relation to an	949,598,543	97.02%	29,174,759	2.98%	978,773,302	74.64%	73,462,557
issue of
	Restricted Tier 1
	Capital
	Instruments.
	To authorise
	Directors to
	disapply pre-
	emption rights in
23.	relation to an	959,935,288	97.02%	18,790,416	2.98%	978,725,704	74.63%	73,510,155
	issue of
	Restricted Tier 1
	Capital
	Instruments. *

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 4 May 2023 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 2023 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 National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Contact:

Roger Clifton

Company Secretary

Email: [e-mail]

LEI: 213800FF2R23ALJQOP04