Last checked at 14 Jun 2021 15:14
14 June 2021
SAGA PLC - ANNUAL GENERAL MEETING 2021
Results of Annual General Meeting (AGM) held on 14 June 2021
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 11 May 2021 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 1-13 were passed as ordinary resolutions; Resolutions 14-18 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 2021 | 79,521,321 | 99.98% | 18,844 | 0.02% | 59,837 | 79,600,002 |
2. | to approve the Directors' Remuneration Report | 61,831,919 | 77.72% | 17,725,106 | 22.28% | 42,977 | 79,600,002 |
3. | to elect Roger De Haan as a director | 77,808,309 | 99.83% | 133,823 | 0.17% | 1,657,870 | 79,600,002 |
4. | to re-elect Euan Sutherland as a director | 79,503,347 | 99.92% | 67,383 | 0.08% | 29,272 | 79,600,002 |
5. | to re-elect James Quin as a director | 79,498,246 | 99.91% | 70,944 | 0.09% | 30,812 | 79,600,002 |
6. | to re-elect Orna NiChionna as a director | 75,085,538 | 94.38% | 4,471,242 | 5.62% | 43,222 | 79,600,002 |
7. | to re-elect Eva Eisenschimmel as a director | 73,402,702 | 92.25% | 6,164,877 | 7.75% | 32,423 | 79,600,002 |
8. | to re-elect Julie Hopes as a director | 75,111,416 | 94.40% | 4,456,195 | 5.60% | 32,391 | 79,600,002 |
9. | to re-elect Gareth Hoskin as a director | 79,471,951 | 99.88% | 95,815 | 0.12% | 32,236 | 79,600,002 |
10. | to re-appoint KPMG LLP as auditor | 79,547,830 | 99.95% | 40,211 | 0.05% | 11,961 | 79,600,002 |
11. | to authorise the Audit Committee to agree the remuneration of the auditor | 79,538,801 | 99.94% | 50,441 | 0.06% | 10,760 | 79,600,002 |
12. | to authorise the Directors to make political donations and expenditure up to a specified amount | 79,317,602 | 99.67% | 264,476 | 0.33% | 17,924 | 79,600,002 |
13. | to authorise the Directors to allot shares up to a specified amount | 78,834,365 | 99.07% | 736,129 | 0.93% | 29,508 | 79,600,002 |
14. | to authorise the Directors to allot shares and sell treasury shares for cash without making a pre-emptive offer to shareholders | 79,452,569 | 99.85% | 117,023 | 0.15% | 30,410 | 79,600,002 |
15. | 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) | 79,253,689 | 99.61% | 310,568 | 0.39% | 35,745 | 79,600,002 |
16. | to authorise the Company to purchase its own shares | 79,026,329 | 99.32% | 544,848 | 0.68% | 28,825 | 79,600,002 |
17. | to authorise the Company to hold general meetings on not less than 14 days' notice | 79,118,304 | 99.40% | 474,146 | 0.60% | 7,552 | 79,600,002 |
18. | to adopt new articles of association | 79,547,524 | 99.96% | 28,863 | 0.04% | 23,615 | 79,600,002 |
1) A vote withheld is not a vote in law and is not counted towards votes cast "For" or "Against" a resolution.
2) Resolutions 14-18 inclusive have been proposed as special resolutions and required a 75% majority.
3) The total voting rights of the Company as at 10 June 2021, the day on which shareholders had to be on the register in order to be eligible to vote, was 140,102,227.
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 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, Eva Eisenschimmel 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 22.28% of shareholders voted against the Report.
We discussed our approach to remuneration with shareholders in June 2020 at the height of the COVID-19 pandemic and recently approached major shareholders (in May 2021) to explain (and provide context to) the remuneration decisions explained in our Annual Report and Accounts for the year ended 31 January 2021.
We will now consult with those shareholders who voted against the Annual Report on Remuneration to establish 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 2021/22.
Enquiries
Saga plc Tel: 01303 771199Vicki Haynes,
Company Secretary
Enbrook Park
Sandgate
FolkestoneKentCT20 3SE