Last checked at 5 Jul 2022 16:19
5 July 2022
SAGA PLC - ANNUAL GENERAL MEETING 2022
Results of Annual General Meeting (AGM) held on 5 July 2022
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 30 May 2022 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 1-15 were passed as ordinary resolutions; Resolutions 16-19 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 Auditor Reports for year ended 31 January 2022 | 72,853,478 | 99.97 | 19,687 | 0.03 | 110,271 | 72,983,436 |
2. | to approve the Directors' Remuneration Report | 58,281,335 | 79.96 | 14,607,241 | 20.04 | 94,591 | 72,983,167 |
3. | to approve the Directors' Remuneration Policy | 58,132,761 | 79.74 | 14,770,366 | 20.26 | 79,686 | 72,982,813 |
4. | to approve the rules of the Saga Transformation Plan | 58,455,650 | 80.19 | 14,440,523 | 19.81 | 87,026 | 72,983,199 |
5. | to re-elect Roger De Haan as a director | 71,708,393 | 98.34 | 1,211,015 | 1.66 | 63,834 | 72,983,242 |
6. | to re-elect Euan Sutherland as a director | 72,672,031 | 99.79 | 152,116 | 0.21 | 159,054 | 72,983,201 |
7. | to re-elect James Quin as a director | 72,721,416 | 99.86 | 102,737 | 0.14 | 159,017 | 72,983,170 |
8. | to re-elect Orna NiChionna as a director | 67,234,611 | 92.33 | 5,586,319 | 7.67 | 162,035 | 72,982,965 |
9. | to re-elect Eva Eisenschimmel as a director | 59,747,108 | 82.04 | 13,076,062 | 17.96 | 159,680 | 72,982,850 |
10. | to re-elect Julie Hopes as a director | 69,723,916 | 95.74 | 3,100,767 | 4.26 | 158,282 | 72,982,965 |
11. | to re-elect Gareth Hoskin as a director | 72,318,541 | 99.31 | 500,511 | 0.69 | 163,506 | 72,982,558 |
12. | to re-appoint KPMG LLP as auditor | 72,754,497 | 99.90 | 72,889 | 0.10 | 155,523 | 72,982,909 |
13. | to authorise the Audit Committee to agree the remuneration of the auditor | 72,891,424 | 99.94 | 44,959 | 0.06 | 45,703 | 72,982,086 |
14. | to authorise the Directors to make political donations and expenditure up to a specified amount | 72,110,477 | 98.98 | 742,705 | 1.02 | 129,837 | 72,983,019 |
15. | to authorise the Directors to allot shares up to a specified amount | 71,592,395 | 98.17 | 1,330,894 | 1.83 | 58,806 | 72,982,095 |
16. | to authorise the Directors to allot shares and sell treasury shares for cash without making a pre-emptive offer to shareholders | 72,097,407 | 98.87 | 825,599 | 1.13 | 59,582 | 72,982,588 |
17. | 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) | 72,040,001 | 98.79 | 882,846 | 1.21 | 60,013 | 72,982,860 |
18. | to authorise the Company to purchase its own shares | 71,799,373 | 98.65 | 982,057 | 1.35 | 201,468 | 72,982,898 |
19. | to authorise the Company to hold general meetings on not less than 14 days' notice | 72,439,096 | 99.30 | 512,210 | 0.70 | 30,779 | 72,982,085 |
Notes:
1) A vote withheld is not a vote in law and is not counted towards votes cast "For" or "Against" a resolution.
2) Resolutions 16-19 inclusive were proposed as special resolutions and required a 75% majority.
3) The total voting rights of the Company as at 1 July 2022, the day on which shareholders had to be on the register in order to be eligible to vote, was 140,337,271.
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 data.fca.org.uk/#/nsm/nationalstoragemechanism
The Company was pleased that all resolutions were supported by the majority of shareholders in a vote at today's Annual General Meeting. It also notes that a significant minority were not able to support the Directors' Remuneration Report and Directors' Remuneration Policy at this time. The Remuneration Committee undertook an extensive consultation process with the majority of its largest shareholders and representative bodies in developing the revised Remuneration Policy. We will continue to engage with shareholders going forward to ensure we fully understand the views of all shareholders on these matters. In line with the UK Corporate Governance Code, we will issue an announcement on the feedback received from those shareholders and any action the Committee intends to take within six months of the date of this Annual General Meeting.
Enquiries
Saga plc Tel: 01303 771199Vicki Haynes,
Company Secretary
Enbrook Park
Sandgate
FolkestoneKentCT20 3SE
Headland Consultancy
Susanna Voyle Tel: 07980 894 557
Will Smith Tel: 07872 350 428
Tel: 020 3805 4822
Email: saga@headlandconsultancy.com