Direct Line Regulatory News (DLG)

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

Simon Watson

Deputy Company Secretary

Email: Simon.a.Watson@directlinegroup.co.uk

Telephone: 01651 831911

Sian Cotton

Assistant Company Secretary

Email: Sian.Cotton@directlinegroup.co.uk

Telephone: 01651 831681