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 and accounts for the year ended 31 December 2020

1,061,815,495

99.94

648,802

0.06

1,062,464,297

78.47%

838,666

2.

To approve the Directors' Remuneration Report

1,038,647,888

97.69

24,537,644

2.31

1,063,185,532

78.53%

117,721

3.

To declare a final dividend of 14.7p

1,057,154,483

99.43

6,103,472

0.57

1,063,257,955

78.53%

45,298

4.

To re-elect Danuta Gray as a Director

1,060,458,172

99.74

2,731,263

0.26

1,063,189,435

78.53%

113,818

5.

To re-elect Mark Gregory as a Director

1,060,135,484

99.71

3,037,715

0.29

1,063,173,199

78.53%

130,054

6.

RESOLUTION WITHDRAWN

7.

To re-elect Penny James as a Director

1,062,826,923

99.96

385,656

0.04

1,063,212,579

78.53%

88,790

8.

To re-elect Sebastian James as a Director

1,061,094,953

99.80

2,092,261

0.20

1,063,187,214

78.53%

116,039

9.

To elect Adrian Joseph as a Director

1,062,026,716

99.89

1,160,143

0.11

1,063,186,859

78.53%

116,394

10.

To re-elect Fiona McBain as a Director

1,060,858,077

99.78

2,328,809

0.22

1,063,186,886

78.53%

116,367

11.

To re-elect Gregor Stewart as a Director

1,016,373,384

99.01

10,171,712

0.99

1,026,545,096

75.82%

36,758,156

12.

To re-elect Richard Ward as a Director

1,061,039,966

99.80

2,148,947

0.20

1,063,188,913

78.53%

114,340

13.

To re-appoint Deloitte LLP as Auditor

967,885,089

91.04

95,301,976

8.96

1,063,187,065

78.53%

116,166

14.

To authorise the Audit Committee to agree the Auditor's remuneration

1,052,264,407

98.97

10,944,606

1.03

1,063,209,013

78.53%

94,240

15.

To authorise the Company to make political donations

1,036,902,891

97.53

26,278,766

2.47

1,063,181,657

78.53%

121,596

16.

To authorise the Directors to allot new shares

1,022,098,043

96.13

41,137,554

3.87

1,063,235,597

78.53%

67,655

17.

To disapply pre-emption rights*

1,053,939,036

99.27

7,761,617

0.73

1,061,700,653

78.42%

1,602,600

18.

To further disapply pre-emption rights in specific circumstances*

975,040,040

91.84

86,663,437

8.16

1,061,703,477

78.42%

1,599,776

19.

To authorise the Company to purchase its own shares*

1,053,039,088

99.05

10,073,327

0.95

1,063,112,415

78.52%

190,838

20.

To authorise the Company to call general meetings on 14 clear days' notice*

1,011,307,106

95.12

51,910,056

4.88

1,063,217,162

78.53%

86,091

21.

To authorise the Directors to allot new shares in relation to an issue of Restricted Tier 1 Capital Instruments

1,046,107,394

98.52

15,665,765

1.48

1,061,773,159

78.42%

1,530,094

22.

To authorise the Directors to disapply pre-emption rights in relation to an issue of Restricted Tier 1 Capital Instruments*

1,038,539,705

97.82

23,180,931

2.18

1,061,720,636

78.42%

1,582,617

Roger Clifton Company Secretary

Email:  Roger.Clifton@directlinegroup.co.uk

LEI: 213800FF2R23ALJQOP04