SAGA PLC Result of AGM (8420B)

TIDMSAGA

RNS Number : 8420B

SAGA PLC

14 June 2021

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   VOTES AGAINST   % OF VOTES      VOTES WITHHELD   VOTES CAST 
                                         CAST FOR                     CAST AGAINST                     IN TOTAL 
                                                                                                       (INCLUDING 
                                                                                                       VOTES WITHHELD) 
       to receive the 
       Annual Report 
       and Accounts and 
       Director 
       and Auditor 
       Reports for year 
       ended 
 1.    31 January 2021     79,521,321   99.98%       18,844          0.02%           59,837           79,600,002 
      ------------------  -----------  -----------  --------------  --------------  ---------------  ----------------- 
       to approve the 
       Directors' 
       Remuneration 
 2.    Report              61,831,919   77.72%       17,725,106      22.28%          42,977           79,600,002 
      ------------------  -----------  -----------  --------------  --------------  ---------------  ----------------- 
       to elect Roger De 
       Haan as 
 3.    a director          77,808,309   99.83%       133,823         0.17%           1,657,870        79,600,002 
      ------------------  -----------  -----------  --------------  --------------  ---------------  ----------------- 
       to re-elect Euan 
       Sutherland 
 4.    as a director       79,503,347   99.92%       67,383          0.08%           29,272           79,600,002 
      ------------------  -----------  -----------  --------------  --------------  ---------------  ----------------- 
       to re-elect James 
       Quin as 
 5.    a director          79,498,246   99.91%       70,944          0.09%           30,812           79,600,002 
      ------------------  -----------  -----------  --------------  --------------  ---------------  ----------------- 
       to re-elect Orna 
       NiChionna 
 6.    as a director       75,085,538   94.38%       4,471,242       5.62%           43,222           79,600,002 
      ------------------  -----------  -----------  --------------  --------------  ---------------  ----------------- 
       to re-elect Eva 
       Eisenschimmel 
 7.    as a director       73,402,702   92.25%       6,164,877       7.75%           32,423           79,600,002 
      ------------------  -----------  -----------  --------------  --------------  ---------------  ----------------- 
       to re-elect Julie 
       Hopes as 
 8.    a director          75,111,416   94.40%       4,456,195       5.60%           32,391           79,600,002 
      ------------------  -----------  -----------  --------------  --------------  ---------------  ----------------- 
       to re-elect 
       Gareth Hoskin 
 9.    as a director       79,471,951   99.88%       95,815          0.12%           32,236           79,600,002 
      ------------------  -----------  -----------  --------------  --------------  ---------------  ----------------- 
       to re-appoint 
       KPMG LLP as 
 10.   auditor             79,547,830   99.95%       40,211          0.05%           11,961           79,600,002 
      ------------------  -----------  -----------  --------------  --------------  ---------------  ----------------- 
       to authorise the 
       Audit Committee 
       to agree the 
       remuneration 
 11.   of the auditor      79,538,801   99.94%       50,441          0.06%           10,760           79,600,002 
      ------------------  -----------  -----------  --------------  --------------  ---------------  ----------------- 
       to authorise the 
       Directors 
       to make political 
       donations 
       and expenditure 
       up to a specified 
 12.   amount              79,317,602   99.67%       264,476         0.33%           17,924           79,600,002 
      ------------------  -----------  -----------  --------------  --------------  ---------------  ----------------- 
       to authorise the 
       Directors 
       to allot shares 
       up to a specified 
 13.   amount              78,834,365   99.07%       736,129         0.93%           29,508           79,600,002 
      ------------------  -----------  -----------  --------------  --------------  ---------------  ----------------- 
       to authorise the 
       Directors 
       to allot shares 
       and sell 
       treasury shares 
       for cash 
       without making a 
       pre-emptive 
       offer to 
 14.   shareholders        79,452,569   99.85%       117,023         0.15%           30,410           79,600,002 
      ------------------  -----------  -----------  --------------  --------------  ---------------  ----------------- 
       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 
 15.   investment)         79,253,689   99.61%       310,568         0.39%           35,745           79,600,002 
      ------------------  -----------  -----------  --------------  --------------  ---------------  ----------------- 
       to authorise the 
       Company 
       to purchase its 
 16.   own shares          79,026,329   99.32%       544,848         0.68%           28,825           79,600,002 
      ------------------  -----------  -----------  --------------  --------------  ---------------  ----------------- 
       to authorise the 
       Company 
       to hold general 
       meetings 
       on not less than 
       14 days' 
 17.   notice              79,118,304   99.40%       474,146         0.60%           7,552            79,600,002 
      ------------------  -----------  -----------  --------------  --------------  ---------------  ----------------- 
       to adopt new 
       articles of 
 18.   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: [phone]

Vicki Haynes,

Company Secretary

Enbrook Park

Sandgate

Folkestone

Kent

CT20 3SE

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June 14, 2021 10:14 ET (14:14 GMT)