AGM Information • May 20, 2015
AGM Information
Open in ViewerOpens in native device viewer
23 June 2015
If you are in any doubt as to the action you should take, you are recommended to immediately seek your own advice 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 of 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.
8.00am Doors to registration area open – tea and coffee available on arrival
10.00am AGM begins
PLEASE NOTE THAT DUE TO THE NUMBER OF SHAREHOLDERS, SEATING AND PARKING WILL BE VERY LIMITED AND ADMISSION WILL BE RESTRICTED TO THE SHAREHOLDERS ONLY, I.E. WE WILL NOT BE ABLE TO ACCOMMODATE PARTNERS OR SPOUSES OF SHAREHOLDERS.
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 a form 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.
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 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.
n Postcode for navigation: CT20 3SE
n Leave the M20 at Junction 12 and exit the roundabout on the road signposted to Cheriton. Follow the road to the first set of traffic lights and turn right into Risborough Lane. Remain on this road until you arrive at a T-junction (Sandgate High Street). Turn left and then immediately left again into Enbrook Park.
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
| 6.00pm Friday 5 June 2015 |
Record date for entitlement for the final dividend. |
|---|---|
| 10.00am Thursday 18 June 2015 |
Deadline for receipt of online or postal forms of direction by our Registrars, Capita Asset Services. |
| 10.00am Friday 19 June 2015 |
Deadline for receipt of online or postal proxy appointment and voting instructions by our Registrars, Capita Asset Services. |
| 10.00am Tuesday 23 June 2015 |
AGM at Enbrook Park, Folkestone. |
| Tuesday 30 June 2015 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 10.00am on 19 June 2015 and the Form of Direction by 10.00am on 18 June 2015. 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 first annual general meeting ('AGM') of Saga plc (the 'Company') will be held at Enbrook Park, Sandgate, Folkestone, Kent CT20 3SE on 23 June 2015 at 10.00am
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 21 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 2015 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 73 to 95 of the 2015 Annual Report and Accounts (other than the part containing the Directors' Remuneration Policy referred to in Resolution 3 below).
To receive and approve the Directors' Remuneration Policy, as set out on pages 80 to 89 of the 2015 Annual Report and Accounts, which takes effect immediately after the end of the AGM on 23 June 2015.
To declare a final dividend for the financial year ended 31 January 2015 of 4.1p per ordinary share in the capital of the Company recommended by the Directors.
To elect Andrew Goodsell as a director of the Company.
Resolution 7:
To elect Jonathan Hill as a director of the Company.
To elect Philip Green as a director of the Company.
To elect Ray King as a director of the Company.
To elect Orna NiChionna as a director of the Company.
To elect Gareth Williams as a director of the Company.
To elect Pev Hooper as a director of the Company.
To elect Charles Sherwood as a director of the Company.
To elect James Arnell 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 2016, 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 2016); and
That, subject to the passing of Resolution 18 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 18 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:
(a) the power conferred by this Resolution shall be limited to:
(i) the allotment of equity securities in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under Resolution 18(a)(i)(B), by way of a rights issue only):
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
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 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 21 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 2015. 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 2015 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 73 to 95 of the 2015 Annual Report and Accounts, gives details of your Directors' remuneration for the financial year ended 31 January 2015 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 77, 90 and 92 of the 2015 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.
The Company proposes an ordinary resolution to approve the Directors' Remuneration Policy contained in the Directors' Remuneration Report as set out on pages 80 to 89 of the 2015 Annual Report and Accounts.
This Resolution is required to be put to shareholders in accordance with section 439A of the Act. The vote is binding in nature in that the Company may not make a remuneration payment or payment for loss of office to a person who is, is to be, or has been a director of the Company unless that payment is consistent with the approved Directors' Remuneration Policy, or has otherwise been approved by a resolution of members.
If Resolution 3 is passed, the Directors' Remuneration Policy will take effect immediately after the end of the AGM on 23 June 2015. Shareholder approval for the remuneration policy must be sought at least every three years. Shareholder approval must additionally be sought if the Directors wish to change the remuneration policy within such three year period.
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 2015 to shareholders on the register of members of the Company at the close of business on 5 June 2015.
Resolutions 5 to 14 propose the election of Directors. As this is the Company's first annual general meeting, and in accordance with the UK Corporate Governance Code, all Directors will submit themselves for election at this annual general meeting except for Stuart Howard who will step down at the AGM. If elected, the 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 practice, on a voluntary basis, and all Directors will therefore seek annual re-election at future annual general meetings of the Company.
On 16 May 2014, the Financial Conduct Authority (the 'FCA') announced the commencement of new rules which provide protections for the minority shareholders of a premium listed company in which there is a 'controlling shareholder' (defined by the FCA as 'any person whom exercises or controls, on their own or together with any person with whom they are acting in concert, 30% or more of the votes able to be cast on all or substantially all matters at general meetings of the company'). Under these new rules, the election or re-election by the shareholders of an independent non-executive director must be approved by an ordinary resolution of the shareholders and separately approved by those shareholders
who are not controlling shareholders (the 'Independent Shareholders'). If the ordinary resolution to approve the election or re-election of an existing independent non-executive director is passed, but separate approval by the Independent Shareholders is not given, the Listing Rules permit an existing independent non-executive director to remain in office pending a further ordinary resolution of all the shareholders to approve the election or re-election of that director. Such a resolution may only be voted on within the period of between 90 days and 120 days following the date of the original vote.
The Company intends to seek the separate approval of its Independent Shareholders for each of Resolutions 8, 9, 10 and 11 proposing the appointment of an independent non-executive director. Such approval will be sought following the vote on each of those Resolutions by the Company's shareholders and will be sought by discounting from the result of the vote on each such resolution the votes of those shareholders who are identified as controlling shareholders of the Company as at 6.00pm on 19 June 2015. As at 14 May 2015 (being the latest practicable date prior to publication of this Notice), Acromas Bid Co Limited held 566,474,283 Ordinary Shares, representing 51% of the Company's issued share capital.
Separate approval will be given by the Independent Shareholders if it is given by Independent Shareholders representing a simple majority of the total voting rights of Independent Shareholders who vote. The Company will, on announcing the result of the AGM, announce, in respect of Resolutions 8, 9, 10 and 11, the result of both the vote of the Company's shareholders and the vote of the Independent Shareholders.
If separate Independent Shareholder approval is not given for any relevant resolution, the Company intends that the relevant appointment will continue for 120 days from the date of the original vote, unless a further ordinary resolution for re-election is passed. If a further ordinary resolution to approve the re-election of the relevant Director is defeated, his or her appointment will cease on that resolution being defeated.
Biographical details of each of the Directors standing for election are on pages 60 to 61 of the 2015 Annual Report and Accounts.
The Company has determined that each of the four independent non-executive directors being proposed for election (being, Philip Green, Raymond King, Orna NiChionna and Gareth Williams (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, any of its directors, the controlling shareholder of the Company or any associate of the controlling shareholder 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. 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.
As the Company has had less than a full year in operation, it has been decided that it was too early to carry out an effectiveness review of the Board's performance and work. A full evaluation of the Board, its committees and its individual Directors will be conducted in the next financial year. However, the Chairman confirms that each of the Directors being proposed for 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.
In relation to the process followed by the Company for the selection of the Independent Directors, Philip Green, Raymond King, Orna NiChionna and Gareth Williams were selected following a recruitment process managed by MWM Consulting, an external search agency, after a competitive pitch process. A role description for each of the four appointments 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 balance of the Board that would be created, the Independent Directors were 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 15 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 16 grants authority to the Company's Directors to determine the auditors' remuneration.
The purpose of Resolution 17 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 17, 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 7 May 2014 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 2016. Paragraph (A) of Resolution 18 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 £3,698,649. This amount represents 33.3% of the Company's existing issued ordinary share capital (the Company has no treasury shares) as at 14 May 2015 (being the latest practicable date prior to publication of this Notice). Paragraph (B) of Resolution 18 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 £7,397,298, representing 66.6% of the Company's existing issued ordinary share capital (the Company has no treasury shares) as at 14 May 2015 (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 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 £1,110,705.41 (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 14 May 2015 (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 18: (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 2016).
The Company may hold any shares its 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 19 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 19 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 £1,110,705.41, representing 10% of the issued share capital of the Company as at 14 May 2015, 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 and, where required by the Company's controlling shareholder, if The Panel on Takeovers and Mergers first provide a waiver from Rule 9 of The City Code on Takeovers and Mergers. 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 14 May 2015, 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 17,750,115 Ordinary Shares, representing 1.60% 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 1.78% of the Company's issued ordinary share capital as at 14 May 2015, 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.
Following publication of FRS 100 Application of Financial Reporting Requirements by the Financial Reporting Council, Saga plc is required to change its accounting framework for its entity financial statements, which is currently UK GAAP, for its financial year commencing 1 February 2015. The Board considers that it is in the best interests of the group for Saga plc to adopt FRS 101 Reduced Disclosure Framework. No disclosures in the current UK GAAP financial statements would be omitted on adoption of FRS 101. A shareholder or shareholders holding in aggregate 5% or more of the total allotted shares in Saga plc may serve objections to the use of the disclosure exemptions on Saga plc, in writing, to its registered office (Enbrook Park, Sandgate, Folkestone, Kent CT20 3SE) no later than 31 July 2015.
Members who prefer to register the appointment of their proxy electronically via the internet 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 this electronic proxy appointment system. Alternatively, members who have already registered with Saga Shareholder Services Portal can appoint their proxy electronically 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 10.00am on 19 June 2015.
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 10.00am on 19 June 2015. 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 10.00am on 18 June 2015.
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 a 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 a website.
| 2015 Annual Report and Accounts |
the Company's annual report and accounts for the financial year ended 31 January 2015. |
|---|---|
| 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 23 June 2015 at 10.00am. |
| 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 set out on pages 80 to 89 of the 2015 Annual Report and Accounts. |
| Directors' Remuneration Report |
includes the annual statement by the Chairman of the Remuneration Committee as set out on pages 73 to 74 and the directors' remuneration report as set out on pages 75 to 95 of the 2015 Annual Report and Accounts other than the part containing the Directors' Remuneration Policy. |
| Ordinary Shares | the ordinary shares of 1 pence each in the capital of the Company. |
| Resolutions | ordinary resolutions 1 to 18 and special resolutions 19 to 21 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
Capita Asset 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]
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.