SAGA PLC

Declaration of Voting Results & Voting Rights Announcements • Jun 19, 2019

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RNS Number : 8062C

SAGA PLC

19 June 2019

19 June 2019

SAGA PLC - ANNUAL GENERAL MEETING 2019

Results of Annual General Meeting (AGM) held on 19 June 2019

Saga plc (the "Company") announces that, at its AGM held earlier today at Enbrook Park, Sandgate, Folkestone, Kent CT20 3SE, the resolutions set out in the Notice of AGM dated 3 May 2019 were passed following a poll on each resolution. In accordance with the Company's Articles of Association, on a poll every member present in person or by proxy has one vote for every share held. Resolutions 1-18 were passed as ordinary resolutions, Resolutions 19-22 were passed as special resolutions. The following table shows the votes cast on each resolution.

	RESOLUTION	VOTES FOR	% OF VOTES CAST FOR	VOTES AGAINST	% OF VOTES CAST AGAINST	VOTES WITHHELD	VOTES CAST IN TOTAL (INCLUDING VOTES WITHHELD)
1.	to receive the annual report and accounts and director and audit reports for year ended 31 January 2019	712,477,919	99.63	2,635,995	0.37	1,056,995	715,113,914
2.	to approve the Directors' Remuneration Report	514,005,769	71.83	201,619,064	28.17	546,076	715,624,833
3.	to declare a final dividend for the year ended 31 January 2019 of 1p per ordinary share	628,848,252	99.73	1,708,051	0.27	85,614,607	630,556,303
4.	to re-elect Patrick O'Sullivan as a director	709,143,414	99.10	6,424,486	0.90	603,009	715,567,900
5.	to re-elect Lance Batchelor as a director	713,305,269	99.66	2,437,808	0.34	427,833	715,743,077
6.	to re-elect Orna NiChionna as a director	712,748,966	99.59	2,934,527	0.41	487,417	715,683,493
7.	to re-elect Ray King as a director	712,067,703	99.50	3,608,491	0.50	494,716	715,676,194
8.	to re-elect Gareth Williams as a director	697,834,247	97.69	16,535,673	2.31	1,800,990	714,369,920
9.	to elect Eva Eisenschimmel as a director	714,635,873	99.84	1,109,679	0.16	425,358	715,745,552
10.	to elect Julie Hopes as a director	713,587,066	99.70	2,161,544	0.30	422,300	715,748,610
11.	to elect Gareth Hoskin as a director	713,961,390	99.75	1,778,493	0.25	431,027	715,739,883
12.	to elect James Quin as a director	713,052,461	99.63	2,681,588	0.37	436,861	715,734,049
13.	to re-appoint KPMG LLP as auditors	714,720,830	99.85	1,067,864	0.15	382,216	715,788,694
14.	to authorise the Audit Committee to agree the remuneration of the auditors	714,888,820	99.88	880,340	0.12	401,750	715,769,160
15.	to authorise the Directors to make political donations and expenditure up to a specified amount	646,172,608	90.27	69,677,357	9.73	320,944	715,849,965
16.	to authorise the Directors to allot shares up to a specified amount	707,889,328	98.89	7,922,158	1.11	358,857	715,811,486
17.	to amend the rules of the Saga plc Long Term Incentive Plan.	702,399,702	98.22	12,708,660	1.78	1,062,547	715,108,362
18.	to amend the rules of the Saga plc Deferred Bonus Plan.	705,803,114	98.69	9,343,145	1.31	1,024,650	715,146,259
19.	to authorise the Directors to allot shares and sell treasury shares for cash without making a pre-emptive offer to shareholders	708,233,467	98.95	7,511,404	1.05	426,039	715,744,871
20.	to authorise the Directors to allot shares and sell treasury shares for cash without making a pre-emptive offer to shareholders (in connection with capital investment)	690,517,785	96.47	25,243,555	3.53	406,804	715,761,340
21.	to authorise the Company to purchase its own shares	713,068,250	99.64	2,588,542	0.36	514,117	715,656,792
22.	to authorise the Company to hold general meetings on not less than 14 days' notice	700,472,814	97.84	15,466,633	2.16	231,463	715,939,447

1)   A vote withheld is not a vote in law and is not counted towards votes cast "For" or "Against" a resolution.

2)  Resolutions 19-22 inclusive have been proposed as special resolutions and required a 75% majority.

3)   The total voting rights of the Company as at 17 June 2019, the day on which shareholders had to be on the register in order to be eligible to vote, was 1,122,003,328.

4)   The results will be made available on the Company's website: www.corporate.saga.co.uk 

5)  In accordance with LR.9.6.2 a document setting out the resolutions passed at the AGM concerning special business has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM 

6)   Payment of final dividend will be made on 28 June 2019 to shareholders who were on the

shareholder register on 17 May 2019.

The Board recognises that, while Resolution 2 to approve the Directors' Remuneration Report was passed, a proportion of shareholders opposed the resolution. Where 20 per cent or more of the votes have been cast against a board recommendation for a resolution the UK Corporate Governance Code 2018 states that a company should explain, when announcing voting results, what actions it intends to take to consult shareholders in order to understand the reasons behind the result.

Chair of the Remuneration Committee, Gareth Williams said in relation to the voting results of the Resolution 2:

"I am pleased that a significant majority of shareholders have voted in favour of the Annual Report on Remuneration. However, the Committee has noted that approximately 28% of shareholders voted against the Report.

We started consulting with shareholders on 1 May 2019 on changes to the future performance conditions for our Long-Term Incentive Plan to align with our new Strategy. I issued an update on this consultation through an RNS Announcement issued on 12 June 2019 in which I stated our intention to continue the consultation process to enable this dialogue between the Committee and shareholders to continue. This extension to the process will allow us to receive replies from some shareholders who had not responded prior to 12 June and to continue discussions with others on the performance conditions.

We will now extend this consultation to ask those shareholders who voted against the Annual Report on Remuneration the reasons for their vote. In line with the UK Corporate Governance Code we will issue an announcement on the feedback received from those shareholders and the action the Committee intends to take within six months of the date of this Annual General Meeting; with a full explanation set out in the Remuneration Report for 2019/20."

Enquiries

Saga plc                                                                                                                                          Tel: 01303 771199

Vicki Haynes,

Company Secretary                                                                                                                           

Enbrook Park

Sandgate

Folkestone

Kent

CT20 3SE

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