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SAGA PLC Proxy Solicitation & Information Statement 2015

May 20, 2015

4914_agm-r_2015-05-20_4bf0a8eb-d477-40fc-93d1-fdc5fb654682.pdf

Proxy Solicitation & Information Statement

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Saga plc

ATTENDANCE CARD

Saga plc – Annual General Meeting (AGM), 23 June 2015, 10.00am

Saga plc Annual General Meeting to be held at: Enbrook Park, Sandgate, Folkestone, Kent CT20 3SE. Registration will commence at 8.00am.

You may submit the Form of Proxy electronically using the Saga Shareholder Services Portal at www.sagashareholder.co.uk or send it to the Freepost address overleaf to arrive as soon as possible and not later than 10.00am on 19 June 2015. You may also deliver it by hand to The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU during usual business hours.

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

Please see Notes overleaf for further 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:

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. TO ASSIST WITH PLANNING, PLEASE REPLY AS SOON AS POSSIBLE.

PLEASE DETACH FORM BELOW AND RETURN TO FREEPOST ADDRESS

FORM OF PROXY

Bar Code:

Investor Code:

Event Code:

Saga plc – Annual General Meeting (AGM), 23 June 2015, 10.00am

☐ Please mark 'X' here if you intend to attend the AGM in person.

I/We being a 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)

as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held at 10.00am on Tuesday 23 June 2015 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:

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

RESOLUTIONS Please mark 'X' to indicate how you wish to vote For Against Withheld
Ordinary Resolutions
1. to receive and adopt the directors' report and accounts for year ended 31 January 2015
2. to approve the Directors' Remuneration Report
3. to approve the Directors' Remuneration Policy
4. to declare a final dividend for the year ended 31 January 2015 of 4.1p per ordinary share
5. to elect Andrew Goodsell as a director
6. to elect Lance Bachelor as a director
7. to elect Jonathan Hill as a director
8. to elect Philip Green as a director
9. to elect Ray King as a director
10. to elect Orna NiChionna as a director
11. to elect Gareth Williams as a director
12. to elect Pev Hooper as a director
RESOLUTIONS Please mark 'X' to indicate how you wish to vote For Against Withheld
--- --- --- --- ---
Ordinary Resolutions
13. to elect Charles Sherwood as a director
14. to elect James Arnell as a director
15. to re-appoint Ernst & Young LLP as auditors
16. to authorise the Directors to agree the remuneration of the auditors
17. to authorise the Directors to make political donations and expenditure up to a specified amount
18. to authorise the Directors to allot shares up to a specified amount
Special Resolutions
19. to authorise the Directors to allot shares and sell treasury shares for cash without making a pre-emptive offer to shareholders
20. to authorise the Company to purchase its own shares
21. to authorise the Company to hold general meetings on not less than 14 days' notice

Signature

Date


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.

  2. 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.

  3. The Form of Proxy overleaf must be deposited with the Company's Registrars, Capita Asset Services, not later than 10.00am on 19 June 2015 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.

  4. 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.

  5. 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.

  6. 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.

  7. 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.

  8. 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 Notice of AGM. Shareholders wishing to vote online should visit www.sagashareholder.co.uk and follow the instructions.

  9. 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.

  10. Resolution 4 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.

  2. Shareholders outside the UK can reply by posting the Form of Proxy in an envelope to Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Great Britain BR3 4TU.

  3. To be valid, the Form of Proxy 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, by no later than 10.00am on 19 June 2015 (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).

NAS-CP0262
IR/PXY/AGM/A4/515

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