SAGA PLC — Proxy Solicitation & Information Statement 2019

May 3, 2019

SAGA

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ATTENDANCE CARD

Saga plc – Annual General Meeting (AGM), 19 June 2019, 11.00am

Saga plc (the 'Company') 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 17 June 2019. You may also deliver it by hand to The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU during business hours.

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:

Please note that seating and parking will be limited due to the number of shareholders and admission will be restricted to the shareholders only. Guests are not entitled to attend the meeting as of right but they may be permitted entry at the absolute discretion of the Company. Registered shareholders wishing to bring a guest must notify us in advance.

PLEASE DETACH FORM BELOW AND RETURN TO FREEPOST ADDRESS

Saga plc AGM Form of Proxy

Name:

☐ Please mark 'X' here if you intend to attend the AGM in person. To assist with planning, please reply as soon as possible.

Event Code:

I/We as holder(s) of ordinary shares of 1p 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:

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

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

☐ 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 Wednesday 19 June 2019 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
Ordinary Resolutions
1. to receive and adopt the annual report and accounts and director and audit reports for year ended 31 January 2019	☐	☐	☐	☐
2. to approve the Directors' Remuneration Report	☐	☐	☐	☐
3. to declare a final dividend for the year ended 31 January 2019 of 1p per ordinary share	☐	☐	☐	☐
4. to re-elect Patrick O' Sullivan as a director	☐	☐	☐	☐
5. to re-elect Lance Batchelor as a director	☐	☐	☐	☐
6. to re-elect Orna NiChionna as a director	☐	☐	☐	☐
7. to re-elect Ray King as a director	☐	☐	☐	☐
8. to re-elect Gareth Williams as a director	☐	☐	☐	☐
9. to elect Eva Eisenschimmel as a director	☐	☐	☐	☐
10. to elect Julie Hopes as a director	☐	☐	☐	☐
11. to elect Gareth Hoskin as a director	☐	☐	☐	☐
12. to elect James Quin as a director	☐	☐	☐	☐
13. to re-appoint KPMG LLP as auditors	☐	☐	☐	☐
Signature
RESOLUTIONS	Please mark 'X' to indicate how you wish to vote	For	Against	Withheld
---	---	---	---	---
Ordinary Resolutions
14. to authorise the Audit Committee to agree the remuneration of the auditors	☐	☐	☐	☐
15. to authorise the Directors to make political donations and expenditure up to a specified amount	☐	☐	☐	☐
16. to authorise the Directors to allot shares up to a specified amount	☐	☐	☐	☐
17. to amend the rules of the Saga plc Long Term Incentive Plan	☐	☐	☐	☐
18. to amend the rules of the Saga plc Deferred Bonus Plan	☐	☐	☐	☐
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 Directors to allot shares and sell treasury shares for cash without making a pre-emptive offer to shareholders (in connection with capital investment)	☐	☐	☐	☐
21. to authorise the Company to purchase its own shares	☐	☐	☐	☐
22. to authorise the Company to hold general meetings on not less than 14 days' notice	☐	☐	☐	☐
Date	☐ I would like to receive a paper proxy form for the 2020 AGM (see note 15).

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 PXS, 34 Beckenham Road, BR3 9ZA.

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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 of your proxy in the space 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 '2019 AGM Notice'). The 2019 AGM Notice is also available on www.corporate.saga.co.uk together with the 2019 Annual Report and Accounts, or copies can be requested from Link Asset Services. You are advised to read the 2019 AGM Notice before completing this Form of Proxy.

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. To be valid, the Form of Proxy overleaf and any authority under which it was executed (or a naturally certified copy of such authority) must be deposited with the Company's Registrars, Link Asset Services, not later than 11.00am on 17 June 2019 (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.

4. In the case of joint shareholders the signature of any of them will suffice, but the names 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. 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.

7. 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.

8. 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.

9. 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 2019 AGM Notice. Shareholders wishing to vote online should visit www.sagashareholder.co.uk and follow the instructions.

10. 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.

11. 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 PXS, 34 Beckenham Road, BR3 9ZA. No stamp is 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 Link Asset Services, PXS1, 34 Beckenham Road, Beckenham, Great Britain BR3 4TU. You will need to pay for the postage.

PAPER PROXY CARDS

1. Please note that we will no longer send paper proxy cards by default. If you require a paper proxy form in future, please contact our Registrar, Link Asset Services on an annual basis prior to the AGM. If you want a paper proxy card for the 2020 AGM, please tick the box overleaf and return the form as instructed.

NSL-GS1639

IR/PXY/AGM/A4/S19

Business Reply Plus

Licence Number

RLUB-TBUX-EGUC

1

PXS 1

34 Beckenham Road

BECKENHAM

BR3 4ZF