Pre-Annual General Meeting Information • May 3, 2019
Pre-Annual General Meeting Information
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19 June 2019

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.
Please note that seating and parking will be limited due to the number of shareholders and admission will be restricted to the shareholders only. Guests are not entitled to attend the meeting as of right, but they may be permitted entry at the absolute discretion of the Company. Registered shareholders wishing to bring a guest must notify us in advance.
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 for 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 to 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 are on page 16 of this Notice.
There will be a limited amount of space for coats to be stored. No responsibility will be taken by Saga 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 station is Folkestone West, about one mile from Enbrook Park. Shuttle buses will run constantly between the station and venue 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
| 17 May 2019 | Record date for entitlement for the final dividend. |
|---|---|
| 3 June 2019 | Last day for DRIP election. |
| 11am Fri 14 June 2019 |
Deadline for receipt of online or postal forms of direction by our Registrars. |
| 11am Mon 17 June 2019 |
Deadline for receipt of online or postal forms of proxy by our Registrars |
| 19 June 2019 | AGM at Enbrook Park, Folkestone. |
| 28 June 2019 | Payment of the final dividend to holders of Ordinary Shares as at the record date. |
You can view, annotate and save the Annual Report and Accounts (and other important shareholder documents) on your iPad or tablet by downloading the Signal Documents App provided by Link Asset Services. This application is free of charge and found by searching for 'Signal Documents' on the App Store or Google Play (depending on your device).
If you are generally happy to view shareholder and company documents online, please update your communication preferences by contacting Saga Shareholder Services or via the Saga Shareholder Services Portal,
www.sagashareholder.co.uk.
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/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 2019 and the Form of Direction by 11.00am on 14 June 2019. Completion and return of the Form of Proxy/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 fifth annual general meeting ('AGM') of Saga plc (the 'Company') will be held at Enbrook Park, Sandgate, Folkestone, Kent, CT20 3SE on 19 June 2019 at 11.00am.
You will be asked to consider and vote on the Resolutions below. Resolutions 1 to 18 will be proposed as ordinary resolutions and Resolutions 19 to 22 will be proposed as special resolutions. The Directors believe that the resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole and they unanimously recommend that you vote in favour of them, as the Directors propose to do so in respect of their own shareholdings.
The Board looks forward to meeting as many of you as possible at our AGM and thanks you for your continued support.
Capitalised terms used but not defined herein have the meanings set out in the glossary section at the end of this Notice.
To receive the Company's annual report and accounts for the financial year ended 31 January 2019 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 83 to 112 of the 2019 Annual Report and Accounts.
To declare a final dividend for the financial year ended 31 January 2019 of 1p per ordinary share in the capital of the Company recommended by the Directors.
To re-elect Patrick O' Sullivan as a director of the Company.
Resolution 5:
To re-elect Lance Batchelor as a director of the Company.
To re-elect Orna NiChionna as a director of the Company.
To re-elect Ray King as a director of the Company.
To re-elect Gareth Williams as a director of the Company.
To elect Eva Eisenschimmel as a director of the Company.
To elect Julie Hopes as a director of the Company.
To elect Gareth Hoskin as a director of the Company.
To elect James Quin as a director of the Company.
To re-appoint KPMG 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 Audit Committee to agree KPMG 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 2020, be authorised to:
provided that the aggregate amount of any such donations and expenditure shall not exceed £100,000 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').
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 2020); and
That, the Rules of The Saga plc Long Term Incentive Plan as approved on 22 May 2014 (the "Adoption Date") be amended to permit Awards to be made up to the 10th anniversary of the Adoption Date and that the amended Rules, a copy of which has been produced at the Meeting and for the purposes of identification initialled by the Chairman, are approved and that the Directors are authorised to do all acts and things which they may consider necessary or expedient to carry this resolution into effect.
That, the Rules of The Saga plc Deferred Bonus Plan as approved on 1 May 2014 (the "Adoption Date") be amended to permit Awards to be made up to the 10th anniversary of the Adoption Date and that the amended Rules, a copy of which has been produced at the Meeting and for the purposes of identification initialled by the Chairman, are approved and that the Directors are authorised to do all acts and things which they may consider necessary or expedient to carry this resolution into effect.
That, subject to the passing of Resolution 16 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 16 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 or sale provided that:
(a) the power conferred by this Resolution shall be limited to:
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
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 2020) except that the Company may before the expiry of this power make an offer or agreement which would or might require equity securities to be allotted (or treasury shares to be sold) after such expiry and the Directors may allot equity securities (or sell treasury shares) in pursuance of such an offer or agreement as if this power had not expired.
That, subject to the passing of Resolution 16, the Directors be generally empowered pursuant to sections 570 and 573 of the Act, in addition to any authority granted under Resolution 19, 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 16 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 or sale provided that:
(a) the power conferred by this Resolution shall be:
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 1p 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.
Vicki Haynes, Company Secretary 3 May 2019 Registered Office: Enbrook Park Sandgate Folkestone Kent CT20 3SE. Registered in England and Wales No. 8804263.
Resolutions 1 to 18 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 19 to 22 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 2019. 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 2019 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 83-112 of the 2019 Annual Report and Accounts, gives details of Directors' remuneration for the financial year ended 31 January 2019 and sets out the way in which the Company will implement its policy on Directors' remuneration. The Company's auditors, KPMG LLP, have audited those parts of the Directors' Remuneration Report capable of being audited (as set out on pages 86, 90, 108, 110 and 111 of the 2019 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 have approved it at a general meeting. If approved, the dividend will be paid on 28 June 2019 to shareholders on the register of members of the Company at the close of business on 17 May 2019.
Resolutions 4 to 8 propose the re-election of Directors and Resolutions 9-12 propose the election of additional Directors. 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/elections 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 governance 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 or re-election follow.
Skills, competencies and experience: Patrick has a wealth of experience in the financial and insurance industry gained from a number of senior roles held at the Bank of America, Goldman Sachs, Financial Guaranty Insurance Company and Barclays/ BZW. Patrick spent twelve years at Zurich Insurance Group, where he held positions including CEO of Eagle Star Insurance Company, CEO of UK General Insurance, Group Chief Financial Officer, and Vice Chairman of the Management Board. Previous non-executive roles have included Chairman of Old Mutual plc and the UK's Shareholder Executive, Deputy Governor of the Bank of Ireland, Senior Independent Director at Man Group plc and Chairman of the Audit Committee at Collins Stewart plc and Cofra Group AG.
Other roles: Patrick is also Chairman of ERS (syndicate 218), a Lloyd's market specialist motor insurer (appointed April 2013). Committee membership: Nomination (Chair).
Appointed: Group Chief Executive Officer on 14 April 2014. Joined March 2014.
Skills, competencies and experience: Lance has worked in consumer-facing businesses and brand-centric roles throughout his career, focusing on creating products that are tailored to the customer. He holds an MBA from Harvard Business School and began his career as a Royal Navy submarine officer. He went on to hold senior marketing positions at Procter & Gamble, Amazon.com and Vodafone, before becoming CEO of Tesco Mobile between 2008–2011 and CEO of Domino's Pizza Group plc between 2011-2014. Lance brings a wealth of senior operational experience in listed companies to his role at Saga. Since he joined as Group Chief Executive Officer in 2014, the business has grown its underlying core profits, invested in the growth of passengers and policies, commissioned the build of two new cruise ships, introduced a motor broking panel, launched its membership programme, Saga Possibilities, and replaced most of its key IT systems.
Other roles: Lance is a non-executive director on the Royal Navy Board (appointed October 2018), and a Trustee of the charity The White Ensign Association (appointed November 2014).
Committee membership: Executive.
Appointed: Senior Independent Non-Executive Director on 31 March 2017, Independent Non-Executive Director on 29 May 2014.
Skills, competencies and experience: Orna joined the board in May 2014 on listing. She has significant experience in strategy and new concept development and launch, business turnaround, logistics redesign and supply chain management. She was subsequently appointed as Senior Independent Non-Executive Director for Saga in March 2017. Previously, Orna 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. She was a former Partner at McKinsey & Company, where her client portfolio included many consumer-facing clients. Orna brings a wealth of varied and valued skills to the Board along with her considerable experience in other Non-Executive Director roles.
Other roles Orna is currently Senior Independent Non-Executive Director and Chair of the Remuneration Committee of Royal Mail plc (appointed June 2010), Non-Executive Director and Chair of the Remuneration Committee at Burberry Group plc (appointed January 2018), Deputy Chair of the National Trust (appointed January 2014) and Trustee of Sir John Soane's Museum (appointed January 2012).
Committee membership: Risk (Chair), Audit, Nomination and Remuneration.
Appointed: Independent Non-Executive Director on 29 May 2014.
Skills, competencies and experience: Ray has a strong background in business and financial management. He has led a business similar to Saga, as Group Chief Executive of Bupa from 2008-2012, and as Chief Financial Officer from 2001-2008. His earlier executive roles include Director of Group Finance and Control at Diageo plc, Group Finance Director of Southern Water plc and senior roles at ICI plc. Ray has previously been a Non-Executive Director of The Financial Reporting Council, Infinis Energy plc and Friends Provident plc and a Reporting Panel Member of the Competition and Markets Authority. Ray's significant financial experience and his Non-Executive Director experiences (including that of chairing audit committees), are all immensely helpful and valued by the Board.
Other roles: Ray is currently a Non-Executive Director of Rothesay Holdco UK Ltd and of its regulated subsidiary, Rothesay Life plc (appointed April 2014).
Committee membership: Audit (Chair), Nomination, Remuneration and Risk.
Appointed: Independent Non-Executive Director on 29 May 2014.
Skills, competencies and experience: Gareth's expertise is in all aspects of human resource and people strategy, which he gained from his previous positions including Human Resources Director of Diageo plc (where he also had oversight responsibility for corporate relations) and a series of key positions in human resources at Grand Metropolitan plc. Gareth's contributions to the Board and its Committees bring a unique perspective to discussions, drawn from his experience of working at Director level in a consumer-facing organisation and his knowledge of corporate relations, management development and resourcing.
Other roles: Gareth is currently a Non–Executive Director of WNS (Holdings) Limited (appointed January 2014). Committee membership: Remuneration (Chair), Audit, Nomination and Risk.
Appointed: Independent Non-Executive Director on 1 January 2019.
Skills, competencies and experience: Eva brings over 30 years of experience as a brand and marketing professional. She was previously a Non-Executive Director (and a member of the Audit, Nomination, Remuneration and Risk Committees) of Virgin Money plc until its acquisition by CYBG plc. Prior to this she was Managing Director of Marketing, Brands and Culture at Lloyds Banking Group plc, Chief Customer Officer at Regus plc, and Chief People and Brand Officer at EDF Energy. Eva has also held senior positions at Allied Domecq and British Airways, where she was responsible for the Executive Club, with three million members at the time.
Other roles: Eva is currently Chief of Staff at Lowell (appointed February 2016).
Committee membership: Nomination and Remuneration.
Skills, competencies and experience: Julie brings a wealth of insurance experience coupled with over 20 years in a variety of roles, at Co-operative Insurance, RSA and Tesco Bank, specialising in general insurance and predominantly in personal lines. Julie is highly customer-focused, with a breadth of functional, membership and affinity experience and a track record of driving growth. Most recently, Julie was a Non-Executive Director of Co-Operative Insurance, where she chaired the Risk Committee and was a member of the Audit and Remuneration Committees, prior to this the CEO of The Conservation Volunteers (2012 to 2016), a UK community volunteering charity. Julie is an associate with the Chartered Institute of Bankers.
Other roles: Julie is currently a Non-Executive Director of both Police Mutual (appointed May 2014), where she chairs the Remuneration Committee and is a member of the Risk, Nominations and With Profits Committees, and West Bromwich Building Society (appointed April 2016), where she chairs the Remuneration Committee and is a member of the Risk and Nominations Committees.
Committee membership: Remuneration and Risk.
Skills, competencies and experience: Gareth joined the Saga board in March 2019. He brings a wealth of experience from nearly 20 years with Legal & General in a variety of roles, latterly as a main Board Director and CEO International, where he was responsible for the North American, European, Middle East, Indian and Far East insurance markets. Prior to that he held a variety of roles in finance, retail marketing and HR. Before joining Legal & General, Gareth worked at PwC for 12 years, where he trained as an accountant and later specialised in insurance.
Other roles: Gareth is currently Audit Chair and Senior Independent Director at Leeds Building Society (appointed November 2015). He is also Trustee, Non-Executive Director and Chair of the Audit and Risk Committees at Diabetes UK (appointed January 2015).
Committee membership: Audit and Risk.
Skills, competencies and experience: James joins us from Zurich Insurance Group, where his most recent role has been UK Chief Financial Officer, spanning the UK Property & Casualty and Life Insurance operations. James is a seasoned Insurance executive with over 28 years of senior leadership experience, primarily within Zurich, Citigroup Global Markets, Lehman Brothers and PricewaterhouseCoopers. James has extensive strategic, investor and operational finance experience within the Insurance industry and is a valuable member of the leadership team.
James is an associate of the Institute of Chartered Accountants in England and Wales.
The Company has determined that each of the independent non-executive directors being proposed for election (being Eva Eisenschimmel, Julie Hopes and Gareth Hoskin) and re-election (being Orna NiChionna, Ray King and Gareth Williams) (together 'the Independent Directors') and the Chairman being proposed for re-election (being Patrick O' Sullivan) 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, the Chairman and the Company or any of its directors. All of the Independent Directors and the Chairman 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 and the Chairman bring valuable skills to the Board and provide an impartial viewpoint.
A full evaluation of the Board, its committees and its individual Directors took place during the year. This was an externallyfacilitated review conducted by Independent Audit Limited. A full explanation of the evaluation exercise can be found on pages 66 and 67 of the 2019 Annual Report and Accounts. The Chairman confirms that each of the Directors being proposed for election or 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.
The Company is required to appoint or re-appoint an auditor at each general meeting at which accounts are presented to shareholders. It is also normal practice for the Audit Committee to be authorised to determine the level of the auditor's remuneration for the ensuing year. The current appointment of KPMG 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 13 proposes the re-appointment of KPMG LLP until the conclusion of the next general meeting of the Company at which accounts are laid. Resolution 14 grants authority to the Company's Audit Committee to determine the auditors' remuneration.
The Act prohibits companies from making any political donations to political organisations or independent candidates, or incurring political expenditure, unless authorised by shareholders in advance. The Company does not make, and does not intend to make, donations to political organisations or independent election candidates, nor does it incur or intend to incur any EU political expenditure. 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, the definitions of political donations, political organisations and political expenditure used in the Act are very wide. As a result, 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, lobbying organisations or bodies representing the business community in policy review or reform could be inhibited.
Shareholder approval is being sought on a precautionary basis only, to allow the Company 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.
The purpose of Resolution 15 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 to a maximum amount of £100,000, in total. This resolution is put to shareholders annually rather than every four years as required by the Act in line with best practice guidelines published by the Investment Association. Any donations or expenditure, which may be made or incurred under the authority of Resolution 15, 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 21 June 2018 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 2020.
Paragraph (A) of Resolution 16 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 £3,736,271 for capital management purposes (other than a right issue but still subject to pre-emption rights). For example, this authority could include placings, open offers, vendor placings or converting other securities into equity. This amount represents 33.3% of the Company's existing issued ordinary share capital (the Company has no treasury shares) as at 26 April 2019 (being the latest practicable date prior to publication of this Notice).
Paragraph (B) of Resolution 16 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 £7,472,542 , representing 66.6% of the Company's existing issued ordinary share capital (the Company has no treasury shares) as at 26 April 2019 (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 authority (sought under paragraphs (A) and (B)) is common practice for premium listed companies in the UK and is in accordance with the latest guidelines published by the Investment Association. It gives the Company flexibility to act in the best interests of the shareholders as and when opportunity arises by issuing new shares. 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.
The Company is seeking shareholder approval to extend for five years the life of the following share plans, both originally adopted in 2014, in accordance with the rules of the relevant plan (maximum life of the plans is 10 years):
Both the LTIP and DBP are an integral part of the Remuneration Policy approved by shareholders at the 2018 AGM. The terms and conditions of the operation of these Plans for the Executive Directors is determined by this Remuneration Policy. No other changes to the current LTIP or DBP are proposed.
The Remuneration Policy will next be put to shareholders at the 2021 AGM, at which time the continued appropriateness of the LTIP and DBP will be reviewed in light of a Remuneration Policy to support the implementation of the Company's strategy over the next period.
The amended rules for the LTIP and DBP will be available for inspection during normal business hours on any weekday (Saturday, Sunday or public holidays excluded) at the registered office of the Company from the date of this Notice until the completion of the AGM and at the place of the meeting for at least 15 minutes prior to and during the meeting.
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 exceptional 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. These could include placings, open offers, vendor placings, cash box placings or converting other securities into equity. This Resolution also 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 cannot be done under the Act unless the shareholders have first waived their pre-emption rights.
Resolution 19 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 £561,001.66 (which includes the sale on a non-pre-emptive basis of any shares held in treasury), which represents approximately 5% of the Company's issued ordinary share capital as at 26 April 2019 (being the latest practicable date prior to the publication of this Notice). 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 2020).
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 19: (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.
In addition to Resolution 19, Resolution 20 asks the shareholders to waive their pre-emption rights for an additional 5% for transactions which the Directors determine to be an acquisition or other capital investment as defined in the Pre-emption Group's Statement of Principles. This Resolution will be limited to the issue of shares for cash up to an aggregate nominal value of £561,001.66 (which includes the sale on a non-pre-emptive basis of any shares held in treasury), which represents approximately 5% of the Company's issued ordinary share capital as at 26 April 2019 (being the latest practicable date prior to the publication of this Notice). In accordance with the Pre-emption Group's Statement of Principles, the Directors confirm that they intend to use the authority sought in Resolution 20 only in connection with such an acquisition or specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding six month period and is disclosed in the announcement of the issue, and will provide shareholders with information regarding the transaction if the authority is used.
The Company does not currently hold any shares in treasury.
The Directors do not have any intention at the present time of exercising the power proposed to be granted under Resolutions 19 and 20. This power would be used only if considered to be in the best interest of the shareholders. 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 £1,122,003.32, representing 10% of the issued share capital of the Company as at 26 April 2019, 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 share schemes.
As at 26 April 2019, 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 14,370,655 Ordinary Shares, representing 1.28% 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 1.42% of the Company's issued ordinary share capital as at 26 April 2019, 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. If you have not already registered for the Portal, you will need your Investor Code (IVC), which can be found on your share certificate.
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 2019.
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 2019. 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).
6. If you hold your shares within the Saga Shareholder Account ('SSA') your shares are held on your behalf in the name of Link Market Services Trustees (Nominees) Limited, a wholly owned subsidiary of the administrators of the SSA, Link Market Services Trustees Limited. Link Market Services Trustees (Nominees) Limited is the registered shareholder but you can tell them how you want the votes in respect of your shares to be cast at the AGM by completing the Form of Direction sent with this Notice. Please complete the Form of Direction provided and return it to the Registrar or vote online via the Saga Shareholder Services Portal at www. sagashareholder.co.uk by 11.00am on 14 June 2019 (or if the
AGM is adjourned, 72 hours before the time fixed for the adjourned AGM, excluding any UK non-working days). If you have not already registered for the Portal you will need your Investor Code (IVC), which can be found on your SSA statement. Voting online will not preclude you from attending and voting at the meeting in person. Notes 3 to 5 above do not apply to you.
An electronic vote will not be valid if sent to any address other than those provided or if received after 11.00am on 14 June 2019.
(A) the matters set out in this Notice of AGM;
Such a request may be in hard copy form or electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than 8 May 2019, being the date six clear weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.
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 no 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.
| 2019 Annual Report and Accounts |
The Company's annual report and accounts for the financial year ended 31 January 2019. |
|---|---|
| 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 19 June 2019 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 Policy |
directors' remuneration policy as approved by the shareholders at the 2018 AGM and set out on pages 112 to 121 of the 2018 Annual Report and Accounts. The summary of the key elements on the Remuneration Policy, the operation of the Policy in 2018/19 and its proposed operation in 2019/20 is set out on pages 94 to 97 of the 2019 Annual Report and Accounts. |
| Directors' Remuneration Report |
includes the annual statement by the Chair of the Remuneration Committee as set out on pages 83 to 85 and the directors' remuneration report as set out on pages 86 to 112 of the 2019 Annual Report and Accounts |
| Ordinary Shares | the ordinary shares of 1p each in the capital of the Company. |
| Resolutions | ordinary resolutions 1 to 18 and special resolutions 19 to 22 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
Registrar Shareholder Enquiries Saga Shareholder Services Tel: 0800 015 5429 Email: [email protected]
Mark Watkins (Director of Investor Relations) Email: [email protected]
Meena Mahatheva (Investor Relations Manager) Tel: 020 3846 5114 Email: [email protected]

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