AGM Information • May 18, 2016
AGM Information
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21 June 2016
If you are in any doubt as to the action you should take, we recommend you seek advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all your shares in Saga plc, please send this document and the accompanying form of proxy/form of direction at once to the purchaser or transferee; or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.
9.00am Doors to registration area open – tea and coffee available on arrival. 11.00am AGM begins.
You may be asked to provide proof of identity, as well as your attendance card from your form of proxy/form of direction. If you do not have your attendance card, you will be asked to provide proof of identity. If you have been appointed as proxy for a shareholder entitled to vote, please let the admission staff know. You should bring proof of identity with you and you will also be asked to confirm the details of the shareholder you are representing.
The safety of Saga's visitors, members and staff is of paramount importance for us. Therefore, in order to maximise safety precautions, we may introduce additional security measures as appropriate, including the search of bags which are brought into the AGM by visitors.
If you are attending the AGM and have special requests, please notify us in advance so suitable arrangements can be made. Contact details can be found on page 16 of this Notice.
There will be a limited amount of space for coats to be stored at the venue. No responsibility will be taken for personal belongings and all items are left at your own risk.
The resolutions set out on pages 3 to 5 will be considered at the AGM. You will be asked to vote on each of these resolutions. Voting on each resolution will be conducted by way of a poll.
During the meeting, shareholders will have the opportunity to ask questions in an open forum session regarding AGM and resolution matters. The Directors and senior members of staff will also be available after the AGM for more informal discussions.
Call Saga Shareholder Services on 0800 015 5429 or write to us at Saga Shareholder Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU.
The nearest train station is Folkestone West station which is about one mile from Enbrook Park. There will be shuttle buses running constantly between the station and Enbrook Park before and after the AGM.
A number of bus routes stop at Sandgate War Memorial which is the nearest bus stop to Enbrook Park. For details of local bus routes please visit www.stagecoachbus.com
| Friday 13 May 2016 |
Record date for entitlement for the final dividend. |
|---|---|
| Sunday 5 June 2016 |
Last day for DRIP election. |
| 11.00am Thursday 16 June 2016 |
Deadline for receipt of online or postal forms of direction by our Registrars, Capita Asset Services. |
| 11.00am Friday 17 June 2016 |
Deadline for receipt of online or postal proxy appointment and voting instructions by our Registrars, Capita Asset Services. |
| 11.00am Tuesday 21 June 2016 |
AGM at Enbrook Park, Folkestone. |
| Thursday 30 June 2016 |
Payment of the final dividend to holders of Ordinary Shares as at the record date. |
The attached notice includes the resolutions (the 'Resolutions') to be discussed at the AGM, together with a form of proxy ('Form of Proxy') or a form of direction ('Form of Direction'). You are requested to complete, sign and return the Form of Proxy/Form of Direction as soon as possible, whether or not you intend to be present at the AGM. In any event, the Form of Proxy should reach the Company's Registrar by 11.00am on 17 June 2016 and the Form of Direction by 11.00am on 16 June 2016. Completion and return of the Form of Proxy/Form of Direction will not preclude you from attending and voting in person at the AGM should you subsequently decide to do so.
Notice is hereby given that the second annual general meeting ('AGM') of Saga plc (the 'Company') will be held at Enbrook Park, Sandgate, Folkestone, Kent, CT20 3SE on 21 June 2016 at 11.00am.
You will be asked to consider and vote on the Resolutions below. Resolutions 1 to 15 will be proposed as ordinary resolutions and Resolutions 16 to 18 will be proposed as special resolutions.
Capitalised terms used but not defined herein have the meanings set out in the glossary section at the end of this Notice.
To receive and adopt the Company's annual accounts for the financial year ended 31 January 2016 together with the Directors' Report and the Auditor's Report on those accounts.
To receive and approve the Directors' Remuneration Report, as set out on pages 78 to 100 of the 2016 Annual Report and Accounts.
To declare a final dividend for the financial year ended 31 January 2016 of 5.0p per ordinary share in the capital of the Company recommended by the Directors.
To re-elect Andrew Goodsell as a director of the Company.
To re-elect Lance Batchelor as a director of the Company.
To re-elect Jonathan Hill as a director of the Company.
To re-elect Philip Green as a director of the Company.
To re-elect Ray King as a director of the Company.
To re-elect Orna NiChionna as a director of the Company.
To re-elect Gareth Williams as a director of the Company.
To elect Bridget McIntyre as a director of the Company.
To re-appoint Ernst & Young LLP as the Company's auditors to hold office from the conclusion of the AGM until the conclusion of the next general meeting at which accounts are laid before the shareholders.
To authorise the Directors to agree Ernst & Young LLP's remuneration as the Company's auditors.
That the Company and all companies that are its subsidiaries at any time up to the end of the next annual general meeting of the Company to be held in 2017, be authorised, in aggregate, to:
during the period commencing on the date of this Resolution and ending on the conclusion of the Company's next annual general meeting after the date on which this Resolution is passed.
For the purposes of the authority to be granted by such ordinary resolution, the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' have the meanings given by sections 363 to 365 of the Companies Act 2006 (the 'Act').
That:
and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;
for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next annual general meeting of the Company after the date on which this Resolution is passed (or, if earlier, at the close of business on 31 July 2017); and
That, subject to the passing of Resolution 15 above, the Directors be generally empowered pursuant to sections 570 and 573 of the Act to allot equity securities (as defined in section 560 of the Act) of the Company wholly for cash pursuant to the authority of the Directors under section 551 of the Act conferred by Resolution 15 above, and/or by way of a sale of treasury shares for cash, in each case as if section 561(1) of the Act did not apply to any such allotment provided that:
but subject to such exclusions, restrictions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems arising under the laws or requirements of any territory or any other matter; and
expiry of this power make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if this power had not expired.
That the Company be and is hereby generally and unconditionally authorised for the purposes of Section 701 of the Act to make market purchases (within the meaning of Section 693(4) of the Act) of its ordinary shares of £0.01 each ('Ordinary Shares') provided that:
That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice.
Registered Office: Enbrook Park, Sandgate, Folkestone, Kent, CT20 3SE Registered in England and Wales No. 8804263
The notes on the following pages explain the proposed Resolutions.
Resolutions 1 to 15 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 16 to 18 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three quarters of the votes cast must be in favour of the resolution.
Under section 437 of the Act, the Directors of the Company are required to lay before the Company in general meeting its annual accounts and reports for the financial year ended 31 January 2016. The report of the Directors, the accounts, and the report of the Company's auditors on the accounts and on those parts of the Directors' Remuneration Report that are capable of being audited are contained within the 2016 Annual Report and Accounts.
In accordance with section 439 of the Act, shareholders are requested to approve the Directors' Remuneration Report. The Directors' Remuneration Report, which is set out on pages 78 to 100 of the 2016 Annual Report and Accounts, gives details of your Directors' remuneration for the financial year ended 31 January 2016 and sets out the way in which the Company will implement its policy on Directors' remuneration. The Company's auditors, Ernst & Young LLP, have audited those parts of the Directors' Remuneration Report capable of being audited (as set out on pages 87, 92 and 95 to 97 of the 2016 Annual Report and Accounts). The vote on the Directors' Remuneration Report is advisory in nature in that payments made or promised to Directors will not have to be repaid, reduced or withheld in the event that this Resolution is not passed.
A final dividend can only be paid after the shareholders at a general meeting have approved it. If approved, the dividend will be paid on 30 June 2016 to shareholders on the register of members of the Company at the close of business on 13 May 2016.
Resolutions 4 to 10 propose the re-election of Directors and Resolution 11 proposes the election of an additional Non-Executive Director appointed to the Board during the financial year ended on 31 January 2016. In accordance with the UK Corporate Governance Code, all Directors will submit themselves for re-election or election at this annual general meeting. If re-elected/elected, the re-elections/election of Directors will take effect at the conclusion of the Company's AGM.
The Company is committed to high levels of corporate governance in accordance with the UK Corporate Governance Code. The UK Corporate Governance Code recommends that all directors of FTSE 350 companies should be subject to annual election by shareholders. The Company has decided to adopt this requirement of best corporate practice, on a voluntary basis, and all Directors will therefore seek annual re-election at future annual general meetings of the Company.
Biographical details of each of the Directors standing for election are below.
Andrew joined Saga in 1992 as Business Development Manager, Saga Services. He became Saga Group Business Development Director in 1995, Chief Executive of Saga Services and Saga Investment Direct in 1999, Deputy Group Chief Executive in 2001 and Chief Executive and Chairman in 2004. He has led two management buy outs at Saga. The second, in 2007, brought together Saga and the AA under the holding company Acromas Holdings. Andrew was Executive Chairman of the AA from 2007 until Acromas Holdings sold it in 2014; and Executive Chairman of Saga from 2007 until he became Non-Executive Chairman on 1 July 2015. He brings great experience of the Group to his Board role.
Lance joined Saga as Group Chief Executive Officer in March 2014. Prior to that he was CEO of Domino's Pizza Group plc from 2011-2014 and CEO of Tesco Mobile from 2008-2011. His earlier experience includes senior marketing roles at Procter & Gamble, Amazon.com and Vodafone. Lance's first career was as a Royal Navy submarine officer. He holds an MBA from Harvard Business School, and is a Trustee of the National Gallery. Lance has a wealth of senior operational experience in listed companies which he brings to his role at Saga.
Jonathan joined Saga in April 2015 from Bovis Homes Group plc where he was Group Finance Director. Prior to that, he held various senior roles within TUI Travel and Centrica. Jonathan qualified as a Chartered Accountant at Price Waterhouse in London. He brings a wealth of senior financial operational and listed company experience to his role at Saga.
Philip is currently Chairman of Carillion plc. He is also Chairman of BakerCorp, a US industrial services company owned by Permira, and Chairman Designate of Williams & Glyn. Previously, Philip was Chairman of Clarkson plc, Chief Executive of United Utilities Group plc and Chief Executive of Royal P&O Nedlloyd NV. His earlier business experience includes serving as Chief Operating Officer of Reuters Group plc and Chief Operating Officer of DHL for Europe and Africa. Philip is also the UK Prime Minister's adviser on corporate responsibility and Chairman of Sentebale, a charity set up by HRH Prince Harry. Philip was awarded a CBE in the 2014 Queen's Birthday Honours List. This was for services to business and to charity in the UK and South Africa. Philip brings his experience of running a variety of complex international organisations and acting as an Executive and Non-Executive Director of many public companies to the Board.
Ray is currently Chairman of Rothesay Holdco UK Ltd and of its regulated subsidiary, Rothesay Life plc. He is also a Non-Executive Director of the Financial Reporting Council where he is a member of the Codes and Standards Committee and chairs the Audit and Assurance Council. Previously, he was Chief Executive of Bupa from 2008-2012, after serving as Group Finance Director from 2001-2008. Before Bupa, Ray was a Non-Executive Director of Friends Provident plc, Deputy Chief Executive of Parity Group plc, Director of Group Finance and Control at Diageo plc and Group Finance Director of Southern Water plc. In 2015, Ray resigned as a Reporting Panel Member of the Competition and Markets Authority and as a Non-Executive Director of Infinis Energy Plc. His financial experience coupled with his knowledge of running a business similar to Saga, and his Non-Executive Director experiences including that of chairing audit committees, are all immensely helpful to the Board.
Orna is currently Senior Independent Non-Executive Director of Royal Mail plc. Previously, she was Senior Independent Non-Executive Director of HMV plc, Northern Foods plc and Bupa and a Non-Executive Director of the Bank of Ireland UK Holdings plc and Bristol & West plc. Orna is also currently the Deputy Chairman of the National Trust and a former Partner at McKinsey & Company. Whilst at McKinsey & Company, Orna's client portfolio included many consumer facing clients and she brings these skills to the Board along with her considerable experience in other Non-Executive Director roles.
Gareth is currently a Non-Executive Director of YSC Limited and WNS (Holdings) Limited. Previously, he was Human Resources Director of Diageo plc and held a series of key positions in human resources at Grand Metropolitan plc. Gareth's contributions to the Board are on all aspects of human resources and his experience of working at Director level in a consumer facing organisation also allows him to contribute to all other subjects of debate.
Bridget is currently a Non-Executive Director of Adnams plc. Previously, she was Chief Executive of the RSA UK business and a Director of RSA Insurance Group plc having held senior roles at Aviva (and pre-merger Norwich Union). Bridget is also an associate with the Chartered Institute of Management Accountants. Bridget brings in-depth insurance expertise as well as considerable general and financial management experience to the Board.
The Company has determined that each of the five independent non-executive directors being proposed for re-election (being Philip Green, Raymond King, Orna NiChionna and Gareth Williams) and for election (being Bridget McIntyre) (together 'the Independent Directors') meet the independence criteria prescribed in the UK Corporate Governance Code. The Company confirms that there have been no previous or existing relationships, transactions or arrangements between each of the Independent Directors and the Company or any of its directors, other than the fact that Philip Green currently serves on the board of BakerCorp, a Permira portfolio company. The Board has concluded that, notwithstanding such relationship, Philip Green's judgement, experience and challenging approach ensures that he makes a significant contribution to the work of the Board and its committees. Permira's relationship with the Company ceased when Acromas Bid Co Limited sold all remaining shares it held in the Company on 22 April 2016 (trade settled on 26 April 2016). Therefore, the Board has determined that Philip is of independent character and judgement and should be regarded as an independent director for the purposes of the UK Corporate Governance Code. All of the Independent Directors are experienced and have a broad knowledge of the sectors in which the Company operates. In light of their career
experience and knowledge, the Board considers that each Independent Director brings valuable skills to the Board and provides an impartial viewpoint.
A full evaluation of the Board, its committees and its individual Directors took place during the year. This was an internal review with the support of Independent Audit Limited. A full explanation of the evaluation exercise can be found on page 63 of the 2016 Annual Report and Accounts. The Chairman confirms that each of the Directors being proposed for election and re-election continues to be effective and to demonstrate commitment to the role and has sufficient time to meet his or her commitments to the Company.
MWM Consulting, an external search company, assisted in the recruitment process for an additional Non-Executive Director. A role description was developed and set out the capabilities required. After MWM Consulting had identified a list of potential candidates, a shortlist was selected for interview. After detailed interviewing, thorough referencing and careful consideration of the skillset required to balance of the Board and complement existing competencies, Bridget McIntyre was selected and put forward for Board approval.
The Company is required to appoint or re-appoint an auditor at each general meeting at which accounts are presented to shareholders. The current appointment of Ernst & Young LLP as the Company's auditors will end at the conclusion of the AGM and they have advised of their willingness to stand for re-appointment. Resolution 12 proposes the re-appointment of Ernst & Young LLP until the conclusion of the next general meeting of the Company at which accounts are laid. Resolution 13 grants authority to the Company's Directors to determine the auditors' remuneration.
The purpose of Resolution 14 is to authorise the Company and/or its subsidiaries to make limited political donations or incur limited political expenditure, within the meaning of such expressions as contained in the Act. It is not proposed or intended to alter the Company's policy of not making political donations, within the normal meaning of such expressions.
However, given the breadth of the relevant sections in the Act, it may be that some of the Company's activities could fall within the potentially wide definitions of political donations and political expenditure under the Act and, without the necessary authorisation, the Company's ability to communicate its views effectively to, for example, interest groups or lobbying organisations could be inhibited.
Accordingly, the Company believes that the authority contained in this Resolution is necessary to allow it and its subsidiaries to fund activities in relation to which it is in the interests of shareholders that the Company should support. Such authority will enable the Company and its subsidiaries to be sure that they do not, because of any uncertainty as to the bodies or the activities covered by the Act, unintentionally commit a technical breach of the relevant sections of the Act. Any donations or expenditure, which may be made or incurred under the authority of Resolution 14, will be disclosed in next year's annual report.
The Directors may only allot shares or grant rights to subscribe for, or convert any security into, shares if authorised to do so by shareholders. The authority conferred on the Directors on 23 June 2015 under section 551 of the Act to allot shares expires on the date of the forthcoming AGM. Accordingly, this Resolution seeks to grant a new authority under section 551 of the Act to authorise the Directors to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company and will expire at the conclusion of the next AGM of the Company in 2017. Paragraph (A) of Resolution 15 will, if passed, authorise the Directors to allot shares or grant rights to subscribe for, or to convert any security into, such shares in the Company up to a maximum nominal amount of £3,722,958. This amount represents 33.3% of the Company's existing issued ordinary share capital (the Company has no treasury shares) as at 12 May 2016 (being the latest practicable date prior to publication of this Notice). Paragraph (B) of Resolution 15 authorises the Directors to allot, including the shares referred to in (A), further of the Company's unissued shares up to an aggregate nominal amount of £7,445,916, representing 66.6% of the Company's existing issued ordinary share capital (the Company has no treasury shares) as at 12 May 2016 (being the latest practicable date prior to publication of this Notice) in connection with a pre-emptive offer to existing shareholders by way of a rights issue (with exclusions to deal with fractional entitlements to shares and overseas shareholders to whom the rights issue cannot be made due to legal and practical problems). This is in accordance with the latest guidelines published by the Investment Association.
This authority will expire on the conclusion of the annual general meeting of the Company next year. The Board has no present intention to exercise this authority. However it is considered prudent to maintain the flexibility that this authority provides. The Directors intend to renew this authority annually. The Company currently holds no shares in treasury.
Under section 561(1) of the Act, if the Directors wish to allot ordinary shares, or grant rights to subscribe for, or convert securities into, ordinary shares, or sell treasury shares for cash (other than pursuant to an employee share scheme) they must in the first instance offer them to existing shareholders in proportion to their holdings. There may be occasions, however, when the Directors need the flexibility to finance business opportunities by the issue of shares without a pre-emptive offer to existing shareholders. This cannot be done under the Act unless the shareholders have first waived their pre-emption rights. Resolution 16 asks the shareholders to do this and, apart from rights issues or any other pre-emptive offer concerning equity securities, the authority contained in this Resolution will be limited to the issue of shares for cash up to an aggregate nominal value of £1,118,005.41 (which includes the sale on a non pre-emptive basis of any shares held in treasury), which represents approximately 10% of the Company's issued ordinary share capital as at 12 May 2016 (being the latest practicable date prior to the publication of this Notice).
The Board intends to adhere to the provisions in the Pre-emption Group's Statement of Principles, as updated in March 2015, and to not allot shares for cash on a non pre-emptive basis pursuant to the authority in Resolution 15: (i) in excess of an amount equal to 5% of the total issued ordinary share capital of the Company excluding treasury shares; or (ii) in excess of an amount equal to 7.5% of the total issued ordinary share capital of the Company excluding treasury shares within a rolling three-year period, without prior consultation with shareholders, in each case other than in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.
This Resolution seeks a disapplication of the pre-emption rights on a rights issue so as to allow the Directors to make exclusions or such other arrangements as may be appropriate to resolve legal or practical problems which, for example, might arise with overseas shareholders. This authority expires at the end of the next annual general meeting of the Company after the date on which this Resolution is passed (or, if earlier, at the close of business on 31 July 2017).
The Company may hold any shares it buys back 'in treasury' and then sell them at a later date for cash rather than simply cancelling them. Any such sales are required to be made on a pre-emptive, pro-rata basis to existing shareholders unless shareholders agree by special resolution to disapply such pre-emption rights. Accordingly, in addition to giving the Directors power to allot unissued ordinary shares on a non-pre-emptive basis, Resolution 16 will also give the Directors power to sell ordinary shares held in treasury on a non-pre-emptive basis, subject always to the limitations noted above. The Company does not currently hold any shares in treasury.
The Directors consider that the power proposed to be granted by Resolution 16 is necessary to retain flexibility, although they do not have any intention at the present time of exercising such power. The Directors intend to renew this authority annually.
This Resolution authorises the Directors to make market purchases of the Company's shares up to an aggregate nominal value of £1,118,005.41, representing 10% of the issued share capital of the Company as at 12 May 2016, being the latest practicable date before the publication of this Notice. Shares so purchased may be cancelled or held as treasury shares. This authority expires on the conclusion of the next annual general meeting of the Company. The Directors intend to seek renewal of this authority at subsequent annual general meetings of the Company.
The Directors have no current intention to exercise the authority sought by this Resolution, but will keep the matter under review. The Directors will use this authority with discretion, when they consider such purchase to be in the best interests of the Company. In reaching a decision to purchase shares of the Company the Directors would take account of the Company's business and any impact on earnings per share and net tangible assets per share, as well as all other relevant factors. The decision as to whether such shares bought back will be cancelled or held in treasury will be made by the Directors on the same basis at the time of purchase. Any impact on earnings per share will, for the purposes of any incentive award, be adjusted to take account of the exercise of the share purchase authority.
The minimum price that can be paid for an Ordinary Share is 1p being the nominal value of an Ordinary Share. The maximum price that can be paid shall be the higher of (i) 5% over the average of the middle market prices for an Ordinary Share, derived from the Daily Official List of the London Stock Exchange, for the five business days immediately before the day on which the share is contracted to be purchased; and (ii) the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share on the market where the purchase is carried out as derived from the SETS.
Any purchases of Ordinary Shares would be by means of market purchases through the London Stock Exchange. Any shares purchased under this authority may either be cancelled or held as treasury shares. Treasury shares may subsequently be cancelled, sold for cash or used to satisfy options issued to employees pursuant to the Company's employee shares schemes.
As at 12 May 2016, being the latest practicable date before publication of this Notice, there were outstanding options under the Company's discretionary share incentive plans and employee share savings schemes in respect of 11,942,263 Ordinary Shares, representing 1.07% of the Company's issued ordinary share capital (there are no treasury shares) at that date. If the authority under this Resolution to purchase the Ordinary Shares was exercised in full, the proportion of Ordinary Shares subject to such options would represent 1.19% of the Company's issued ordinary share capital as at 12 May 2016, being the latest practicable date before publication of this Notice. There are no warrants outstanding.
The Act sets the notice period required for general meetings of the Company at 21 days unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days. This Resolution seeks such approval. Whilst the Company's Articles of Association already provide for a minimum notice period of 14 days for general meetings, the Act (as amended by the EU Shareholder Rights Directive) requires that the Company requests Shareholders to authorise this minimum notice period at every annual general meeting in order to be able to take advantage of this provision. The approval will be effective until the Company's next annual general meeting, at which it is intended a similar resolution will be proposed. The Directors' intention is to only call general meetings on less than 21 days' notice where such shorter notice period is merited by the business of the meeting or thought to be in the interests of shareholders as a whole.
Members who prefer to vote online can do so through the Saga Shareholder Services Portal www.sagashareholder.co.uk where full instructions on the procedure are given. The Investor Code (IVC) printed on the Form of Proxy will be required in order to use the online voting facility. Alternatively, members who have already registered with Saga Shareholder Services Portal can vote online by logging on to their portfolio at www.sagashareholder.co.uk and clicking on the link to vote.
A proxy appointment made electronically will not be valid if sent to any address other than those provided or if received after 11.00am on 17 June 2016.
CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's ('EUI') specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) by 11.00am on 17 June 2016. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred,
in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).
An electronic vote will not be valid if sent to any address other than those provided or if received after 11.00am on 16 June 2016.
The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act (Requirements as to website availability). Where the Company is required to place a statement on its website under section 527 of the Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM will include discussion regarding any statement that the Company has been required under section 527 of the Act to publish on its website.
| 2016 Annual Report and Accounts | the Company's annual report and accounts for the financial year ended 31 January 2016. |
|---|---|
| Act | the Companies Act 2006. |
| AGM | the annual general meeting of Saga plc to be held at Enbrook Park, Sandgate, Folkestone, Kent, CT20 3SE on 21 June 2016 at 11.00am. |
| Board | board of directors of Saga plc. |
| Committee(s) | committees of the Board of Saga plc. |
| Company | Saga plc. |
| Directors | directors of the Company. |
| Directors' Remuneration Report | includes the annual statement by the Chairman of the Remuneration Committee as set out on pages 78 to 79 and the directors' remuneration report as set out on pages 80 to 100 of the 2016 Annual Report and Accounts other than the part containing the Directors' Remuneration Policy. |
| Ordinary Shares | the ordinary shares of 1p each in the capital of the Company. |
| Resolutions | ordinary resolutions 1 to 15 and special resolutions 16 to 18 as specified in this Notice of AGM on pages 3 to 5. |
| SETS | Stock Exchange Trading System. |
Saga plc Enbrook Park Sandgate Folkestone Kent CT20 3SE
Saga Shareholder Services Tel: 0800 015 5429 Email: [email protected]
Duncan Browne (Investor Relations Manager) Email: [email protected]
Amanda Heslop (Shareholder Relations Manager) Tel: 01303 774515 Email: [email protected]
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