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19 Jun 2019 16:05
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 771199Vicki Haynes,
Company Secretary
Enbrook Park
Sandgate
FolkestoneKentCT20 3SE
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