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SAGA PLC

AGM Information Apr 28, 2017

4914_agm-r_2017-04-28_c54396f1-da6b-4557-9826-84fb92de6ade.pdf

AGM Information

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ATTENDANCE CARD

Saga plc – Annual General Meeting (AGM), 22 June 2017, 11.00am

Saga plc Annual General Meeting to be held at: Enbrook Park, Sandgate, Folkestone, Kent, CT20 3SE. Registration will commence at 9.00am.

You may vote online using the Saga Shareholder Services Portal at www.sagashareholder.co.uk or send the Form of Proxy to the Freepost address overleaf to arrive as soon as possible and not later than 11.00am on 20 June 2017. You may also deliver it by hand to The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU during business hours.

If not already registered on the Saga Shareholder Services Portal, you will need your Investor Code below.

Please see Notes overleaf for futher instructions on completing and returning the form.

If you wish to attend the AGM in your capacity as a holder of ordinary shares in the capital of Saga plc, please sign this card and on arrival hand it to the Company's registrars. This will facilitate entry to the meeting.

Signature of person attending Bar Code: Investor Code:

If left blank this proxy will be applied to your full entitlement.

Please note that seating and parking will be very limited due to the number of shareholders and admission will be restricted to the shareholders only, i.e. we will not be able to accommodate partners or spouses of shareholders.

PLEASE DETACH FORM BELOW AND RETURN TO FREEPOST ADDRESS

Name:

Saga plc AGM Form of Proxy

Please mark 'X' here if you intend to attend the AGM in person. To assist with planning, please reply as soon as possible. I/We as holder(s) of ordinary shares of £0.01 each in Saga plc ('the Company') hereby appoint the Chairman of the meeting or (see note 1) Name of proxy: Number of Shares proxy is appointed over: * † Investor Code: Event Code:

*Please leave this blank to appoint the Chairman – do not insert your own name. †

Please mark 'X' here if this proxy appointment is one of multiple appointments being made (see note 1c).

as my/our proxy to attend, speak and vote on my/our behalf at the Annual General Meeting of the Company to be held at 11.00am on Thursday 22 June 2017 and at any adjournment thereof. I/We have indicated with an 'X' how I/we wish my/our votes to be cast on the resolutions set out below. I/We direct that my/our proxy will vote (or abstain from voting) as they think fit for me/us and on my/our behalf on any other matter which may properly come before the AGM or any adjournment thereof:

If you wish to vote 'For' all resolutions, in accordance with the Board's recommendation, tick here
then sign and date below (see note 7).
RESOLUTIONS Please mark 'X' to indicate
how you wish to vote
For Against Withheld RESOLUTIONS you wish to vote Please mark 'X' to indicate how For Withheld
Against
Ordinary Resolutions Ordinary Resolutions
1. to receive and adopt the directors' report and
accounts for year ended 31 January 2017
12. to authorise the Audit Committee to agree the
remuneration of the auditors
2. to approve the Directors' Remuneration Report
3. to declare a final dividend for the year ended
31 January 2017 of 5.8p per ordinary share
4. to re-elect Andrew Goodsell as a director
13. to authorise the Directors to make political
14. to authorise the Directors to allot shares up to a
specified amount
donations and expenditure up to a specified amount
5. to re-elect Lance Batchelor as a director Special Resolutions
6. to re-elect Jonathan Hill as a director 15. to authorise the Directors to allot shares and
sell treasury shares for cash without making a
pre-emptive offer to shareholders
7. to re-elect Ray King as a director 16. to authorise the Directors to allot shares and
8. to re-elect Bridget McIntyre as a director sell treasury shares for cash without making a
pre-emptive offer to shareholders (in connection
with capital investment)
9. to re-elect Orna NiChionna as a director
10. to re-elect Gareth Williams as a director 17. to authorise the Company to purchase its own
shares
11. to appoint KPMG LLP as auditors 18. to authorise the Company to hold general meetings
on not less than 14 days' notice
Signature Date

If you do not wish the Form of Proxy to be seen by anyone except the Company and the Registrar, you should post it in an envelope to FREEPOST CAPITA PXS.

Notes

    1. To appoint a person other than the Chairman of the meeting as a proxy, insert the full name of the person in the space provided. A proxy need not be a member of the Company, but must attend the AGM in person to represent you. You can appoint more than one proxy provided each proxy is appointed to exercise the rights attached to a different share or shares held by you. The following options are available:
  • a. To appoint the Chairman as your sole proxy in respect of all your shares, simply fill in any voting instructions in the appropriate box and sign and date the Form of Proxy.
  • b. To appoint a person other than the Chairman as your sole proxy in respect of all your shares, delete the words "the Chairman of the meeting or" and insert the name and address of your proxy in the spaces provided. Then fill in any voting instructions in the appropriate box and sign and date the Form of Proxy.
  • c. To appoint more than one proxy, you may photocopy this form. Please indicate the proxy's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please indicate by marking 'X' in the box provided if the proxy instruction is one of multiple instructions being given. If you wish to appoint the Chairman as one of your multiple proxies, simply write "the Chairman of the meeting" in the box. All forms must be signed and returned together in the same envelope.
    1. Details of the resolutions are contained in the notice of annual general meeting and the explanatory notes (the '2017 AGM Notice'). The 2017 AGM Notice is also available on www.corporate.saga.co.uk together with the 2017 Annual Report and Accounts, or copies can be requested from Capita Asset Services. You are advised to read the 2017 AGM Notice before completing this Form of Proxy.
    1. Unless otherwise indicated the proxy will vote as they think or, at their discretion, abstain from voting. The proxy will also have discretion to vote as they see fit on any other business which may properly come before the AGM including amendments to resolutions, and at any adjournment of the AGM.
    1. To be valid, the Form of Proxy overleaf and any authority under which it was executed (or a notarially certified copy of such authority) must be deposited with the Company's Registrars, Capita Asset Services, not later than 11.00am on 20 June 2017 (or if the annual general meeting is adjourned, 48 hours before the time fixed for the adjourned annual general meeting, excluding any UK non-working days) accompanied by any power of attorney under which it was executed (if applicable). You may also deliver it by hand to The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU during usual business

hours or electronically using the Saga Shareholder Services Portal at www.sagashareholder.co.uk.

    1. In case of joint shareholders the signature of any of them will suffice, but the name of all joint holders should be shown, and the vote of the senior holder who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
    1. A corporation must execute the Form of Proxy under either its common seal or the hand of a duly authorised officer or attorney. A corporation may appoint more than one corporate representative.
    1. If you choose to vote 'For' all resolutions by ticking the box overleaf and subsequently tick 'Against' or 'Withheld' for individual resolutions, then these selections will be honoured.
    1. The Form of Proxy is for use in respect of the shareholder account specified overleaf only and should not be amended or submitted in respect of a different account.
    1. The 'Vote Withheld' option is to enable you to abstain on any particular resolution. Such a vote is not a vote in law and will not be counted in the votes 'For' and 'Against' a resolution.
  • 10 Shares held in uncertified form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual and in the 2017 AGM Notice. Shareholders wishing to vote online should visit www.sagashareholder.co.uk and follow the instructions.
    1. Completion and return of the Form of Proxy will not preclude you from attending and voting in person at the AGM should you subsequently decide to do so.
    1. Resolution 3 is to approve the payment of a final dividend. You can enter into a dividend mandate in order to receive payment of dividends direct into your bank account. This is easy to do – simply visit www.sagashareholder.co.uk for details.

RETURNING YOUR FORM OF PROXY

    1. You can return the Form of Proxy to the return address printed on the back of the form. If you do not wish the Form of Proxy to be seen by anyone except the Company and the Registrar, you should post it in an envelope to FREEPOST CAPITA PXS. This is all you need to write on the envelope and no further address details are required. Please note that delivery using this service can take up to five business days.
    1. Shareholders outside the UK can reply by posting the Form of Proxy in an envelope to Capita Asset Services, PXS1, 34 Beckenham Road, Beckenham, Great Britain BR3 4TU.

NSL-GS1316 IR/PXY/AGM/A4/517

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