Pre-Annual General Meeting Information • Dec 5, 2024
Pre-Annual General Meeting Information
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The 2025 Annual General Meeting of The Sage Group plc. (the "Company") is to be held at our registered office at C23—5 & 6, Cobalt Park Way, Cobalt Park, Newcastle Upon Tyne, NE28 9EJ, on Thursday, 6 February 2025 at 12 noon. The 2025 Annual General Meeting will be an in person meeting at our registered office,
and we look forward to welcoming you there.
The Annual Report and Accounts of The Sage Group plc. for the year ended 30 September 2024 and the Notice of 2025 Annual General Meeting are now available on the Company's website and can be accessed via www.sage.com/ investors/. (The place, date and time of the Annual General meeting are set out above).
Please refer to the Notice of the Meeting for information on the Meeting arrangements. If you wish to receive future notifications by e-mail rather than by letter you can do so by registering your preference at www.shareview.co.uk. Alternatively, if you wish to receive the documents referred to above or future shareholder documentation by post, please write to Equiniti Ltd, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, quoting your Shareholder
Reference Number.
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| Form of Proxy for use at the 2025 Annual General Meeting of The Sage Group plc. (the "AGM" or the "Meeting") to be held on Thursday, 6 February 2025 at 12 noon. |
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| Shareholder Reference Number (SRN) | |
| Please read the Notice of the 2025 Annual General Meeting, the notes included in it, and the accompanying Notes for this Proxy Form carefully before completing this Proxy Form. If you wish, you can submit your proxy electronically at www.shareview.co.uk, by creating an online portfolio using your Shareholder Reference Number above. This Form of Proxy should be returned in the envelope provided by 12 noon on Tuesday, 4 February 2025. |
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| I/We, being (a) member/member(s) of the above-named Company, hereby appoint the Chair of the Meeting or (see note 1) | |
| regarding shares |
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| as my/our proxy to exercise all or any of my/our rights to attend, speak and vote for me/us on my/our behalf at the 2025 Annual General Meeting of the Company to be held on Thursday, 6 February 2025 at 12 noon and at any adjournment thereof. |
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| Intention to Attend: Please indicate if you wish to attend the AGM by ticking this box: Resolutions (numbers 1 to 19 (inclusive) will be proposed as Ordinary Resolutions and numbers 20 to 23 (inclusive) will be proposed x as Special Resolutions). Please indicate your vote by marking the appropriate boxes in black ink like this: If you wish your proxy to abstain from voting on a resolution you should mark the relevant 'Withheld' box. This is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' and 'Against' a resolution. Please tick here if this proxy appointment is one of multiple appointments being made: (see note 3) |
|
| For Against Withheld | For Against Withheld |
| 1. To receive the Annual Report and Accounts 14. To appoint KPMG LLP as auditor for the year ended 30 September 2024 to the Company 15. To authorise the Audit and Risk Committee 2. To approve the Directors' Remuneration Report to determine and agree the remuneration 3. To approve the Directors' Remuneration Policy of the auditor to the Company 4. To declare a final dividend of 13.50 pence per 16. To authorise political donations ordinary share for the financial year ended 17. To approve The Sage Group plc 30 September 2024 Long Term Incentive Plan 5. To re-elect Andrew Duff as a Director 18. To authorise the removal of discretionary 5% dilution limit for share plans 6. To re-elect Dr John Bates as a Director 19. To authorise the Directors to allot new shares 7. To re-elect Jonathan Bewes as a Director 20. To disapply statutory pre-emption rights 8. To re-elect Maggie Chan Jones as a Director (general) 21. To disapply statutory pre-emption rights 9. To re-elect Annette Court as a Director (acquisition or specified capital investment) 10. To re-elect Roisin Donnelly as a Director 22. To grant authority to the Company to make 11. To re-elect Derek Harding as a Director market purchases of its own shares 23. To allow general meetings (other than Annual 12. To re-elect Steve Hare as a Director General Meetings) to be called on not less 13. To re-elect Jonathan Howell as a Director than 14 clear days' notice This dividend will be paid on 11 February 2025 to members whose names appear on the register of members at the close of business on 10 January 2025. |
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| Date Signature 2371-0156 + |
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Form of Proxy The Sage Group plc.
| + | + | |||||
|---|---|---|---|---|---|---|
| Form of Proxy for use at the 2025 Annual General Meeting of The Sage Group plc. (the "AGM" or the "Meeting") to be held on Thursday, 6 February 2025 at 12 noon. |
||||||
| Shareholder Reference Number (SRN) | ||||||
| Please read the Notice of the 2025 Annual General Meeting, the notes included in it, and the accompanying Notes for this Proxy Form carefully before completing this Proxy Form. If you wish, you can submit your proxy electronically at www.shareview.co.uk, by creating an online portfolio using your Shareholder Reference Number above. |
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| This Form of Proxy should be returned in the envelope provided by 12 noon on Tuesday, 4 February 2025. | ||||||
| I/We, being (a) member/member(s) of the above-named Company, hereby appoint the Chair of the Meeting or (see note 1) | ||||||
| regarding | shares | |||||
| as my/our proxy to exercise all or any of my/our rights to attend, speak and vote for me/us on my/our behalf at the 2025 Annual General Meeting of the Company to be held on Thursday, 6 February 2025 at 12 noon and at any adjournment thereof. |
||||||
| Resolutions (numbers 1 to 19 (inclusive) will be proposed as Ordinary Resolutions and numbers 20 to 23 (inclusive) will be proposed as Special Resolutions). Please indicate your vote by marking the appropriate boxes in black ink like this: If you wish your proxy to abstain from voting on a resolution you should mark the relevant 'Withheld' box. This is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' and 'Against' a resolution. Please tick here if this proxy appointment is one of multiple appointments being made: |
x (see note 3) |
|||||
| For Against Withheld | For Against Withheld | |||||
| 1. To receive the Annual Report and Accounts for the year ended 30 September 2024 |
to the Company | 14. To appoint KPMG LLP as auditor | ||||
| 2. To approve the Directors' Remuneration Report | 15. To authorise the Audit and Risk Committee | |||||
| 3. To approve the Directors' Remuneration Policy 4. To declare a final dividend of 13.50 pence per ordinary share for the financial year ended 30 September 2024* |
to determine and agree the remuneration of the auditor to the Company 16. To authorise political donations 17. To approve The Sage Group plc Long Term Incentive Plan |
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| 5. To re-elect Andrew Duff as a Director | 18. To authorise the removal of discretionary 5% | |||||
| 6. To re-elect Dr John Bates as a Director | dilution limit for share plans 19. To authorise the Directors to allot new shares |
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| 7. To re-elect Jonathan Bewes as a Director 8. To re-elect Maggie Chan Jones as a Director |
20. To disapply statutory pre-emption rights | |||||
| 9. To re-elect Annette Court as a Director | (general) | 21. To disapply statutory pre-emption rights | ||||
| 10. To re-elect Roisin Donnelly as a Director | (acquisition or specified capital investment) | |||||
| 11. To re-elect Derek Harding as a Director | 22. To grant authority to the Company to make market purchases of its own shares |
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| 12. To re-elect Steve Hare as a Director | 23. To allow general meetings (other than Annual General Meetings) to be called on not less |
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| 13. To re-elect Jonathan Howell as a Director | than 14 clear days' notice | |||||
| * This dividend will be paid on 11 February 2025 to members whose names appear on the register of members at the close of business on 10 January 2025. | ||||||
| Date | Signature | |||||
| + | 2371-0156 | + | ||||
These notes are subject to the arrangements for participating at the 2025 Annual General Meeting, as explained in the Notice of the Meeting.
You must inform the Company's Registrar in writing of any termination of the authority of a proxy.

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