Business
Saga : Notice of 2024 AGM
Saga : Notice of 2024
About this update from Saga Plc
SAGA PLC ANNUAL GENERAL MEETING 25 June 2024 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to the action you should take, we recommend you seek advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all your shares in Saga plc, please send this document at once to the purchaser or transferee; or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. A letter from our Chairman Dear shareholder, I am pleased to write to you with details of this year's Annual General Meeting ( AGM ), which is to be held on 25 June 2024 at Numis Securities Limited, 45 Gresham Street, London EC2V 7BF at 11.00am. The formal Notice of the AGM, explanatory notes and the Company's Annual Report and Accounts for the year ended 31 January 2024 are now available for shareholders to view online at www.corporate.saga.co.uk/investors/agm . For those shareholders who have not elected to view these online, copies are enclosed. The Board asks shareholders to provide any questions and to vote by proxy in advance of the meeting wherever possible. As a shareholder, you are strongly encouraged to appoint the Chairman of the meeting as your proxy, as this will ensure that votes are cast in accordance with your wishes. The Board encourages you, as shareholders, to submit your Forms of Proxy as early as possible, to enable your votes to be counted. All directors will retire at the AGM and are offering themselves for re-election this year (or election in the case of those directors appointed during the year). The remaining resolutions put to you for voting are explained in the explanatory notes. The Board unanimously agrees that all resolutions set out in the Notice of AGM are in the best interests of the Company and its shareholders and, therefore, recommends that shareholders vote in favour of all resolutions, as they intend to do themselves in respect of their own shares. We are very grateful for your continued support, and I look forward to welcoming you to our AGM on 25 June 2024. Yours sincerely. Sir Roger De Haan Non-Executive Chairman of Saga plc Scan here to view online Saga plc Registered in England and Wales. Company Number: 08804263 Registered office 3 Pancras Square, London, N1C 4AG About the Annual General Meeting Please read the following important information about attendance at the Annual General Meeting (AGM). The AGM begins at 11.00am. About the AGM The resolutions set out on pages 4 to 6 will be considered at the AGM. You will be asked to vote on each of these resolutions. Voting on each resolution will be conducted by way of a poll. Attending the AGM Attending in person You may be asked to provide proof of identity on arrival at the venue. If you have been appointed as proxy for a shareholder entitled to vote, please let the admission team know. You should bring proof of identity with you and you will also be asked to confirm the details of the shareholder you are representing. The safety of Saga's visitors, shareholders and colleagues is of paramount importance to us. Therefore, to maximise safety precautions, we may introduce additional security measures as appropriate, including the search of bags which are brought into the AGM by visitors. Asking questions at the AGM During the meeting, shareholders will have the opportunity to ask questions relevant to the business of the meeting in an open forum. The Directors and senior Saga colleagues will also be available after the AGM for informal discussion. Shareholders can also submit questions to the Board in advance of the AGM by emailing [email protected] , by writing to the Group Company Secretary at Saga plc, 3 Pancras Square, London, N1C 4AG, or by calling our share registrar, Equiniti Group ( Equiniti ) on +44 (0) 371 384 2640. Do you have any other questions about the AGM? Call Equiniti on +44 (0) 371 384 2640 or write to them at Equiniti Group, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. Key dates 11.00am Deadline for receipt of online or postal 20 June 2024 voting forms for Corporate Sponsored Nominee ( CSN ) holders 11.00am Deadline for receipt of online or postal 21 June 2024 voting forms for direct shareholders 11.00am AGM 25 June 2024 Getting to the venue By train/tube The nearest underground stations to the venue are St Paul's (5 min walk), Mansion House (8 min walk) and Bank (7 min walk). Bank also offers DLR services. The closest railway stations are Moorgate (10 min walk), Cannon Street (11 min walk) and Liverpool Street (18 min walk). By car Please note that the Company cannot guarantee the availability of parking near the venue. The nearest car park to the venue is City of London Corporation Car and Bike Parking, Barbican, London, EC2V 5DY. By bus A number of bus routes stop near Gresham Street, including 8, 11, 21, 25,56 and 141. For details of local bus routes, please visit https://tfl.gov.uk/plan-a-journey/ . Should you require assistance, please contact us as soon as possible. Action required The attached notice includes the resolutions ( Resolutions ) to be considered at the AGM. You are requested to complete and submit a Form of Proxy as soon as possible. In any event, the proxy instruction should reach Equiniti by 11.00am on 21 June 2024 (11.00am on 20 June 2024 if you hold your shares in the CSN). You can complete a Form of Proxy via Shareview Portfolio which can be accessed at www.sagashareholder.co.uk . We no longer send paper forms by default (see Note 16 on page 14). If you would like to request a paper Form of Proxy, please contact Equiniti. If you are generally happy to view shareholder and Company documents online, please update your communication preferences (if necessary) by contacting Equiniti on +44 (0) 371 384 2640 or via Shareview Portfolio which can be accessed at www.sagashareholder.co.uk . Saga plc 3 Notice of Annual General Meeting 2024 Notice of Annual General Meeting Notice is hereby given that the tenth Annual General Meeting ( AGM ) of Saga plc (the Company ) will be held at the office of Numis Securities Limited, 45 Gresham Street, London EC2V 7BF on 25 June 2024 at 11.00am. You will be asked to consider and vote on the Resolutions below. Resolutions 1 to 17 will be proposed as ordinary resolutions and, therefore, in order to pass, a simple majority of the votes cast must be in favour of a given resolution. Resolutions 18 to 21 will be proposed as special resolutions, and for these resolutions to be passed, at least 75% of votes cast must be in their favour. The Directors believe that the resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole, and they unanimously recommend that you vote in favour of them , as the Directors propose to do so in respect of their own shareholdings. Capitalised terms used but not defined herein have the meanings set out in the glossary at the end of this Notice. The Board thanks you for your continued support. Ordinary resolutions Resolution 1 - Annual Report and Accounts To receive the Company's Annual Report and Accounts for the financial year ended 31 January 2024, together with the Directors' Report and the Auditor's Report on those accounts. Resolution 2 - Directors' Remuneration Report To receive and approve the Directors' Remuneration Report, as set out on pages 74 to 91 of the 2024 Annual Report and Accounts. Resolution 3 - Election of Directors To re-elect Sir Roger De Haan as a director of the Company. Resolution 4 - Election of Directors To re-elect Sir Peter Bazalgette as a director of the Company. Resolution 5 - Election of Directors To re-elect Anand Aithal as a director of the Company. Resolution 6 - Election of Directors To re-elect Gemma Godfrey as a director of the Company. Resolution 7 - Election of Directors To re-elect Julie Hopes as a director of the Company. Resolution 8 - Election of Directors To re-elect Gareth Hoskin as a director of the Company. Resolution 9 - Election of Directors To re-elect Steve Kingshott as a director of the Company. Resolution 10 - Election of Directors To elect Mike Hazell as a director of the Company. Resolution 11 - Election of Directors To elect Mark Watkins as a director of the Company. Resolution 12 - Re-appointment of auditor To re-appoint KPMG LLP as the Company's auditor to hold office from the conclusion of the AGM until the conclusion of the next general meeting at which accounts are laid before the shareholders. Resolution 13 - Auditor remuneration To authorise the Audit Committee to agree KPMG LLP's remuneration as the Company's auditor. Resolution 14 - Political donations That the Company, and all companies that are its subsidiaries at any time up to the end of the next annual general meeting of the Company to be held in 2025, be authorised to: make political donations to political parties and/or independent election candidates not exceeding £100,000 in aggregate; make political donations to political organisations other than political parties not exceeding £100,000 in aggregate; and incur political expenditure not exceeding £100,000 in aggregate, provided that the aggregate amount of any such donations and expenditure shall not exceed £100,000 during the period commencing on the date of this Resolution and ending on the conclusion of the Company's next annual general meeting after the date on which this Resolution is passed. For the purposes of the authority to be granted by such ordinary resolution, the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' have the meanings given by Sections 363 to 365 of the Companies Act 2006. Resolution 15 - Amendment to rules of the Saga plc 2020 Restricted Share Plan That the amendments to the rules of the Saga plc 2020 Restricted Share Plan (the RSP ), and the amended rules of which are produced at the AGM, and for the purposes of identification are initialled by the Chairman, are approved and that the Directors are authorised to do all acts and things which they may consider necessary or expedient to carry this resolution into effect. Resolution 16 - Amendment to rules of the Saga plc 2023 Deferred Bonus Plan That the amendments to the rules of the Saga plc 2023 Deferred Bonus Plan (the DBP ) and the amended rules of which are produced at the AGM and, for the purposes of identification initialled by the Chairman, are approved and that the Directors are authorised to do all acts and things which they may consider necessary or expedient to carry this resolution into effect. 4 Saga plc Notice of Annual General Meeting 2024 Resolution 17 - Directors' authority to allot shares That: the Directors of the Company be generally and unconditionally authorised for the purposes of Section 551 of the Companies Act 2006 (the Act ) to: allot shares in the Company, and to grant rights to subscribe for or to convert any security into shares in the Company: (A)up to an aggregate nominal amount of £7,160,918.96; and (B)comprising equity securities (as defined in the Act) up to an aggregate nominal amount of £14,321,837.92 (including within such limit any shares issued or rights granted under paragraph (a)(i)(A) above) in connection with an offer by way of a rights issue: to holders of ordinary shares in proportion (as near as may be practicable) to their existing holdings; and to people who are holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities; but subject to such exclusions, restrictions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems arising under the laws or requirements of any territory or any other matter; for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next annual general meeting of the Company after the date on which this Resolution is passed (or, if earlier, at the close of business on 31 July 2025); and make an offer or agreement which would or might require shares to be allotted, or rights to subscribe for or convert any security into shares to be granted, after expiry of this authority and the Directors may allot shares and grant rights in pursuance of that offer or agreement as if this authority had not expired; subject to paragraph (c) below, all existing authorities given to the Directors pursuant to Section 551 of the Act be revoked by this Resolution; and paragraph (b) above shall be without prejudice to the continuing authority of the Directors to allot shares or grant rights to subscribe for or convert any security into shares, pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made. Special resolutions Resolution 18 - Disapplication of pre-emption rights That, in substitution for all existing authorities and given that resolution 17 is passed, the Board be and are generally empowered pursuant to Sections 570 and 573 of the Companies Act 2006 (the Act ) to allot equity securities (as defined in Section 560(1) of the Act) for cash under the authority given by that resolution, or to sell ordinary shares held by the Company as treasury shares for cash, as if Section 561 of the Act did not apply to any such allotment or sale, with such authority to be limited to: the allotment of equity securities for cash and/or sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities: to ordinary shareholders in proportion to their existing respective Ordinary holdings (as nearly as practicable) held by them on the record date; and to holders of other equity securities, as required by the rights attaching to those securities, or if the Board otherwise considers it necessary, as permitted by the rights attaching to those securities, but subject to the Board having the right to impose any limits or restrictions and make any arrangements which it considers necessary to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter that may arise; and the allotment of equity securities for cash or sale of treasury shares up to a maximum nominal amount of £2,150,426.11 (representing 10 per cent of the issued ordinary share capital, excluding treasury shares); and the allotment of equity securities for cash and/or sale of treasury shares (other than pursuant to paragraphs (a) or (b) above) up to a nominal amount equal to 2% of any allotment of equity securities or sale of treasury shares from time to time, with such authority to be utilised only for the purposes of making a follow-on offer which the directors deem to be in line with the requirements laid out within paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights, as most recently published by the Pre-Emption Group prior to the date of this notice, Such authority is to expire at the end of the next annual general meeting of the Company or at the close of business on the date which is 15 months after the date of the passing of this Resolution, whichever is earlier. Prior to its expiry, the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired. Saga plc 5 Notice of Annual General Meeting 2024 Resolution 19 - Disapplication of pre-emption rights That, if Resolution 17 is passed, the directors be authorised pursuant to Sections 570 and 573 of the Companies Act 2006 (the Act ), in addition to any authority granted under Resolution 18, to allot equity securities (as defined in Section 560(1) of the Act) for cash under the authority given by that resolution and/ or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 of the Act did not apply to any such allotment or sale, such authority to be: limited to the allotment of equity securities or sale of treasury shares up to a further nominal amount of £2,150,426.11 (representing 10 per cent of the issued ordinary share capital, excluding treasury shares), with such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board determines to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights, as most recently published by the Pre-Emption Group prior to the date of this notice; and limited to the allotment of equity securities or sale of treasury shares (otherwise than as described above) up to a nominal amount equal to 2% of any allotment of equity securities or sale of treasury shares from time to time, with such authority to be utilised only for the purposes of making a follow-on offer which the directors deem to be in line with the requirements laid out within paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights, as most recently published by the Pre-Emption Group prior to the date of this notice, Such authority is to expire at the end of the next annual general meeting of the Company or at the close of business on the date which is 15 months after the date of the passing of this Resolution, whichever is earlier. Prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired. Resolution 20 - Purchase of own shares: That the Company be, and is hereby generally and unconditionally, authorised for the purposes of Section 701 of the Companies Act 2006 (the Act ) to make market purchases (within the meaning of Section 693(4) of the Act) of its ordinary shares of 15p each ( Ordinary Shares ) provided that: the maximum aggregate nominal value of Ordinary Shares authorised to be purchased is £2,150,426.11 (representing 10% of the issued share capital); the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is 15p; the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is an amount equal to the higher of: 105% of the average of the middle market quotations for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that Ordinary Share is contracted to be purchased; and the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share on the exchange where the purchase is carried out as derived from the London Stock Exchange Trading System; this authority shall, unless previously renewed, revoked, varied or extended, expire at the conclusion of the next annual general meeting of the Company; and the Company may enter into any contract for the purchase of Ordinary Shares under this authority before the expiry of this authority which would or might be completed wholly or partly after the expiry of this authority. Resolution 21 - Notice of meetings other than annual general meetings That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice. By order of the Board Vicki Haynes Group Company Secretary 21 May 2024 Saga plc www.saga.co.uk Registered in England & Wales, No. 8804263 Registered office: 3 Pancras Square, London, N1C 4AG 6 Saga plc Notice of Annual General Meeting 2024 Explanatory Notes to the Resolutions The notes on the following pages explain the proposed Resolutions. Resolutions 1-17 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 18-21 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three quarters of the votes cast must be in favour of the resolution. Resolution 1 - Annual Report and Accounts Under Section 437 of the Companies Act 2006, the Directors of the Company are required to lay before the Company, in general meeting, its annual accounts and reports for the financial year ended 31 January 2024. The report of the Directors, the accounts, and the report of the Company's auditor on the accounts and on those parts of the Directors' Remuneration Report that are capable of being audited are contained within the 2024 Annual Report and Accounts. Resolution 2 - Directors' Remuneration Report In accordance with Section 439 of the Companies Act 2006 (the Act ), shareholders are requested to approve the Directors' Remuneration Report. The Directors' Remuneration Report, which is set out on pages 74 to 91 of the 2024 Annual Report and Accounts, gives details of Directors' remuneration for the financial year ended 31 January 2024 and sets out the way in which the Company will implement its policy on Directors' remuneration. The Company's auditor, KPMG LLP, have audited those parts of the Directors' Remuneration Report capable of being audited (as set out on pages 77-78 and 81-83 of the 2024 Annual Report and Accounts). The vote on the Directors' Remuneration Report is advisory in nature in that payments made or promised to Directors will not have to be repaid, reduced or withheld in the event that this Resolution is not passed. Resolutions 3 to 11 - election of Directors Resolutions 3-9 propose the re-election of Directors and Resolutions 10-11 propose the election of additional Directors. In accordance with the UK Corporate Governance Code, all Directors will submit themselves for re-election, or election, at this Annual General Meeting ( AGM ). If re-elected/elected, the re-election/election of Directors will take effect at the conclusion of the Company's AGM. Biographical details of each of the Directors standing for re-election and the specific reasons why their contribution is, and continues to be, important to the Company's long-term sustainable success are as follows. Board of Directors Sir Roger De Haan, Non-Executive Chairman Appointed: 5 October 2020 Key strengths and experience: Experienced business leader and board director with extensive experience in travel and financial services industries. Significant history with Saga having worked in the business for 40 years, including over 20 years as Chairman and Chief Executive. Instrumental in transforming Saga, from a specialist tour operator to one that offered its own cruises, and expanding the business to cover publishing, insurance and financial services, creating the Saga brand. Knighted in the 2014 New Year Honours List for services to education and to charity in Kent and overseas. Individual contribution: Sir Roger brings to the role of Chairman considerable experience of Saga and its brand. He makes an important contribution to the development of future strategy and his understanding of what customers want is vital as Saga seeks to deepen their relationship with them. Other roles: Director of Folkestone Harbour companies, and the two charities: Creative Folkestone and Friends of Folkestone Academy; and Trustee of the Roger De Haan Charitable Trust. Committee Membership: Innovation & Enterprise and Nomination. Sir Peter Bazalgette, Senior Independent Non-Executive Director Appointed: 1 September 2022 Key strengths and experience: Wealth of experience from the media and wider creative industries. Multi-industry knowledge in broadcasting, television, advertising, digital media and venture capital. Previous roles include: Chairman of ITV plc; Chairman of Endemol UK; Chair of the Arts Council for England; Non-Executive Director of YouGov; and Non-Executive Director of Channel Four. Individual contribution: Sir Peter brings a wealth of experience of running many successful businesses. He has relevant experience in areas that will help Saga progress its growth strategy as it seeks to strengthen its digital capabilities and enhance the frequency and quality of interactions with customers. Other roles: Chair of LoveCrafts Group Limited (appointed April 2018). Committee membership: Innovation & Enterprise, Nomination (Chair) and Remuneration. Anand Aithal, Independent Non-Executive Director Appointed: 1 September 2022 Key strengths and experience: Extensive non-executive experience in fintech, insurance broking, asset management and accountancy. Entrepreneurial perspective, having co-founded his own data analytics business. Previous roles include: Managing Director at Goldman Sachs. Individual contribution: Anand has extensive non-executive experience and his entrepreneurial perspective and data analytics background is helpful as Saga seeks to maximise its core businesses of Cruise, Travel, Insurance and Money, supported by an extensive data and marketing platform. Saga plc 7 Notice of Annual General Meeting 2024 Other roles: Lead Non-Executive Board Member of Cabinet Office (appointed February 2019); Non-Executive Appointee to Council Board of Association of Certified Chartered Accountants (appointed December 2019); and Non-Executive Director and member of Audit and Risk Committee of Polar Capital Holdings plc (appointed January 2022). Committee membership: Audit, Innovation & Enterprise (Chair) and Nomination. Gemma Godfrey, Independent Non-Executive Director, Environmental, Social and Governance (ESG) Champion, and Chair of Saga Personal Finance Limited Appointed: 1 September 2022 Key strengths and experience: Founder of two successful digital businesses. Specialist in digital transformation, innovation and de-risking the delivery of new services. Previous roles include: Boardroom adviser on the Apprentice USA. Individual contribution: Gemma, a founder of two successful digital businesses, brings significant experience in money management and is also Non-Executive Chair of Saga Personal Finance Limited where her entrepreneurial skills and experience helps Saga identify new products and services. She is a trusted and high-profile money expert adviser and is passionate about ensuring that ESG matters are considered in all decisions. Other roles: Non-Executive Director and Remuneration Committee Chair of Eight Capital Partners plc (appointed January 2023), Kingswood Holdings Limited (appointed October 2022), Oberon Investments Group plc (appointed September 2021) and Non-Executive Director (appointed December 2020) and Nomination Committee Chair (from September 2022) of Vivopower International plc; and business and money expert on ITV and Sky News. Committee membership: Innovation & Enterprise, Remuneration, Risk and Nomination. Julie Hopes, Independent Non-Executive Director, People Champion and Chair of Saga Services Limited (SSL) Appointed: 1 October 2018 Key strengths and experience: Associate with the Chartered Institute of Bankers. Wealth of insurance experience coupled with over 30 years in a variety of roles, specialising in general insurance and predominantly in personal lines. Highly customer-focused, with a breadth of functional, membership and affinity experience and a track record of driving growth. Previous roles include: Chair of Police Mutual and its Remuneration Committee; Non-Executive Director and Chair of the Risk Committee of Co-operative Insurance; a variety of roles at RSA and Tesco Bank; and Chief Executive Officer of The Conservation Volunteers, a UK community volunteering charity. Individual contribution: Julie brings extensive experience in insurance and acts as an important link between Saga's broking business, SSL, in her role as Non-Executive Chair, and the Board. She demonstrates a driven approach to ensuring a customer-focus for Saga's insurance products. Julie also fills the key roles of People Champion, Chair of the Remuneration and Risk Committees and ensures that colleagues' voices are heard in the boardroom. Other roles: Deputy Chair, Senior Independent Director (appointed April 2016) and Remuneration Committee Chair (from September 2018) of West Bromwich Building Society; and Non-Executive Director (appointed August 2021) and Risk Committee Chair (from December 2021) of MS Amlin Underwriting Limited. Committee membership: Audit, Remuneration (Chair) and Risk (Chair). Gareth Hoskin, Independent Non-Executive Director, Speak Up Champion and Chair of Acromas Insurance Company Limited (AICL) Appointed: 11 March 2019 Key strengths and experience: Over 20 years of experience in insurance, in a variety of roles. Chartered Accountant with recent and relevant financial experience and competence in accounting (Institute of Chartered Accountants in England and Wales). Previous roles include: main Board Director and Chief Executive Officer International, and finance, retail marketing and HR roles in Legal & General; accountant at PwC; and Trustee, Non-Executive Director and Chair of the Audit and Risk Committee at Diabetes UK. Individual contribution: Gareth brings a breadth of insurance and accountancy experience to the Board and is highly effective in his role as Non-Executive Chair of Saga's underwriter, AICL. Gareth is a vital link between the Board and AICL and demonstrates strong leadership and an appropriate level of challenge. His financial background and experience make Gareth a strong Audit Committee Chair and the Non-Executive Director responsible for overseeing the Group's Speak Up policy and procedures. Other roles: Audit Chair, member of the Risk, Nomination and Remuneration Committees (appointed November 2015), Vice Chair and Senior Independent Director at Leeds Building Society (appointed January 2019). Committee membership: Audit (Chair), Innovation & Enterprise, Risk and Nomination. Steve Kingshott, Chief Executive Officer of Saga Insurance Appointed: 3 January 2023 Key strengths and experience: Highly experienced insurance executive with over 30 years of experience in the UK insurance market. Previous senior roles include: Chief Executive Officer of Tesco Bank's Insurance business; and Chief Insurance Officer for Tesco Bank. Individual contribution: Steve provides a valuable link between the Insurance business and plc Board as Saga aims to create a long-term sustainable insurance proposition, built on growing customer numbers and deeper relationships. His experience at optimising products tailored to customers needs and in navigating regulatory requirements in this industry are invaluable as Saga seeks to offer differentiated products designed with customers in mind. Committee membership: Operating Board. 8 Saga plc Notice of Annual General Meeting 2024 Mike Hazell, Group Chief Executive Officer Appointed: 9 October 2023 (as Group Chief Financial Officer). Group Chief Executive Officer from 28 November 2023 Key strengths and experience: Over 25 years of multi-sector experience in a variety of executive roles. Substantial experience of strategy development and implementation at pace. Deep understanding of corporate turnarounds and financing. Significant experience working within diversified groups. Previous senior roles include: Interim Chief Financial Officer at The Co-op Group; Group Chief Financial Officer and, ultimately, Chief Executive Officer of Debenhams; and various management roles at BSkyB, Fonterra and Pfizer. Individual contribution: Mike's multi-sector experience from major customer-facing businesses and strong financial background is invaluable as Saga seeks to drive long-term sustainable growth for all stakeholders through maximising core businesses and reducing debt as it moves to a capital light business model. He ensures the focus of the business is on not only growing the number of customers Saga serves but also deepening the connection it has with them. In addition, Mike is focused on the needs and wellbeing of colleagues and customers. Committee Membership: Operating Board (Chair). Mark Watkins, Group Chief Financial Officer Appointed: 28 November 2023 Key strengths and experience: Fellow of the Institute of Chartered Accountants in England and Wales. Extensive knowledge of Saga with over seven years of experience within the business, including time as Chief Corporate Development Officer, Finance Director, and Director of Investor Relations and Corporate Finance. Experience in delivering corporate strategy, investor communications and internal/external analysis and reporting. Considerable strategic, investor and operational finance experience across multiple sectors. Previous senior roles include: Chief Financial Officer Europe and Central Asia at Intertek; Finance Director of the Processing, Recovery and Disposal Division at Secure Energy Services; and Group Financial Controller at Bovis Homes. Individual contribution: Mark's previous experience of Saga in a variety of roles, strong financial background and experience in corporate strategy is greatly valued by the Board. His skills and the positive relationships he has with Saga's lenders are vital as Saga aims to reduce debt via capital light growth, explore partnership opportunities, continue the growth trajectory of Saga's core businesses and deliver sustainable profitability within Insurance. Committee Membership: Operating Board. The Company has determined that each of the independent Non-Executive Directors being proposed for re-election or election (being Sir Peter Bazalgette, Anand Aithal, Gemma Godfrey, Julie Hopes and Gareth Hoskin) (together the Independent Directors ) meet the independence criteria prescribed in the UK Corporate Governance Code. The Non-Executive Chairman, Sir Roger De Haan, was not considered independent on appointment due to his shareholding in the Company. Taking into account Sir Roger's history with the Saga brand and business, his proposed time commitment, and the terms of the Relationship Agreement entered into with him and his letter of appointment, the Directors supported the appointment, concluding that it was in the best interests of the Company. The Company confirms that there have been no other previous or existing relationships, transactions or arrangements between each of the Independent Directors, the Chairman and the Company or any of its directors other than the Relationship Agreement and Facility Agreement entered into with the Chairman, as detailed in the 2024 Annual Report and Accounts. All of the Independent Directors and the Chairman are experienced and have a broad knowledge of the sectors in which the Company operates. In light of their career experience and knowledge, the Board considers that each Independent Director and the Chairman bring valuable skills to the Board and provide an impartial viewpoint. A full evaluation of the Board, its Committees and its individual Directors took place during the year. A full explanation of the evaluation exercise can be found on page 63 of the 2024 Annual Report and Accounts. The Chairman confirms that each of the Directors being proposed for re-election or election continues to be effective and to demonstrate commitment to the role and has sufficient time to meet their commitments to the Company. Resolutions 12 and 13 - Auditor The Company is required to appoint or re-appoint an auditor at each general meeting at which accounts are presented to shareholders. It is also normal practice for the Audit Committee to be authorised to determine the level of the auditor's remuneration for the ensuing year. The current appointment of KPMG LLP as the Company's auditor will end at the conclusion of the Annual General Meeting and they have advised of their willingness to stand for re-appointment. Resolution 12 proposes the re-appointment of KPMG LLP until the conclusion of the next general meeting of the Company at which accounts are laid. Resolution 13 grants authority to the Company's Audit Committee to determine the auditor's remuneration. Resolution 14 - Political donations TheCompaniesAct2006(the Act )prohibitscompanies frommakinganypoliticaldonationstopoliticalorganisations orindependentcandidates,orincurringpoliticalexpenditure, unlessauthorisedbyshareholdersinadvance.TheCompanydoes notmake,anddoesnotintendtomake,donationstopolitical organisationsorindependentelectioncandidates,nordoesit incurorintendtoincuranypoliticalexpenditure.Itisnotproposed orintendedtoaltertheCompany'spolicyofnotmakingpolitical donations,withinthenormalmeaningofsuchexpressions. However,thedefinitionsofpoliticaldonations,political organisationsandpoliticalexpenditureusedintheActare verywide.Asaresult,itmaybethatsomeoftheCompany's activitiescouldfallwithinthepotentiallywidedefinitionsofpolitical donationsandpoliticalexpenditureundertheActand,withoutthe necessaryauthorisation,theCompany'sabilitytocommunicate itsviewseffectivelyto,forexample,interestgroups,lobbying organisationsorbodiesrepresentingthebusinesscommunity inpolicyrevieworreformcouldbeinhibited. Saga plc 9 Notice of Annual General Meeting 2024 Shareholder approval is being sought on a precautionary basis only, to allow the Company and its subsidiaries to fund activities in relation to which it is in the interests of shareholders that the Company should support. Such authority will enable the Company and its subsidiaries to be sure that they do not, because of any uncertainty as to the bodies or the activities covered by the Act, unintentionally commit a technical breach of the relevant sections of the Act. The purpose of Resolution 14 is to authorise the Company and/or its subsidiaries to make limited political donations or incur limited political expenditure, within the meaning of such expressions as contained in the Act to a maximum amount of £100,000, in total. This Resolution is put to shareholders annually rather than every four years as required by the Act in line with best practice guidelines. Any donations or expenditure, which may be made or incurred under the authority of Resolution 14, will be disclosed in next year's Annual Report and Accounts. Resolutions 15 and 16 - Amendment to rules of the Saga plc 2020 Restricted Share Plan and 2023 Deferred Bonus Plan The Company is seeking shareholder approval for an amendment to the overall limits on the number of shares that may be provided under the Saga plc 2020 Restricted Share Plan (the RSP ) and the Saga plc 2023 Deferred Bonus Plan (the DBP ). The rules of each of the RSP and DBP currently provide that, in any period of 10 calendar years, not more than 10 per cent of the Company's issued ordinary share capital may be issued under the relevant plan and under any other employees' share scheme operated by the Company. In addition, the rules of each of the RSP and DBP currently provide that, in any period of 10 calendar years, not more than five per cent of the Company's issued ordinary share capital may be issued under the relevant plan and under any other executive share scheme adopted by the Company. It is proposed to seek shareholder approval to remove the five per cent limit in order to provide flexibility to the Company to continue to operate the RSP and DBP as described below. Both the RSP and DBP are an integral part of the Remuneration Policy (the Policy ) approved by shareholders at the 2022 AGM. Each plan plays a vital role in remunerating a wide variety of colleagues ranging from executives to senior management of the organisation. This amendment will therefore afford the Remuneration Committee flexibility to continue to operate these plans in line with the current approach. For the avoidance of doubt, the 10 per cent limit will not be amended and the Company intends to, therefore, continue to operate within this already approved overall limit. No other changes to the current RSP or DBP are proposed. The Policy will next be put to shareholders at the 2025 AGM, at which time the continued appropriateness of the RSP and DBP will be reviewed in light of a remuneration policy to support the implementation of the Company's strategy over the next period. The rules of the RSP and DBP, showing the proposed amendments, will be available for inspection on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/ nationalstoragemechanism from the date of sending this document. The rules of the RSP and DBP, showing the proposed amendments, will also be available for inspection at the place of the AGM for at least 15 minutes prior to, and during, the meeting. Resolution 17 - Directors' authority to allot shares The Directors may only allot shares or grant rights to subscribe for, or convert any security into, shares if authorised to do so by shareholders. The authority conferred on the Directors on 20 June 2023, under Section 551 of the Companies Act 2006 (the Act ), to allot shares expires on the date of the forthcoming AGM. Accordingly, this Resolution seeks to grant a new authority under Section 551 of the Act to authorise the Directors to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company and will expire at the conclusion of the next annual general meeting of the Company in 2025. Paragraph (A) of Resolution 17 will, if passed, authorise the Directors to allot shares or grant rights to subscribe for, or to convert any security into, such shares in the Company up to a maximum nominal amount of £7,160,918.96 for capital management purposes (other than a rights issue). For example, thisauthoritycouldincludeplacings,openoffers,vendorplacings orconvertingothersecuritiesintoequity.Thisamountrepresents 33.3% of the Company's existing issued ordinary share capital (the Company has no treasury shares) as at 14 May 2024 (being the latest practicable date prior to publication of this Notice). Paragraph (B) of Resolution 17 authorises the Directors to allot, including the shares referred to in (A), further of the Company's unissued shares up to an aggregate nominal amount of £14,321,837.92, representing 66.6% of the Company's existing issued ordinary share capital (the Company has no treasury shares) as at 14 May 2024 (being the latest practicable date prior to publication of this Notice of Annual General Meeting) in connection with a pre-emptive offer to existing shareholders by way of a rights issue (with exclusions to deal with fractional entitlements to shares and overseas shareholders to whom the rightsissuecannotbemadeduetolegalandpracticalproblems). This authority (sought under paragraphs (A) and (B)) is common practice for premium listed companies in the UK and is in accordance with the latest guidelines published by the Investment Association. It gives the Company flexibility to act in the best interests of the shareholders as and when opportunities arise by issuing new shares. This authority will expire on the conclusion of the annual general meeting of the Company next year. The Board has no present intention to exercise this authority, however, it is considered prudent to maintain the flexibility that this authority provides. The Directors intend to renew this authority annually. The Company currently holds no shares in treasury. Resolutions 18 and 19 - Disapplication of pre-emption rights Under Section 561(1) of the Companies Act 2006 (the Act ), if the Directors wish to allot ordinary shares, or grant rights to subscribe for, or convert securities into, ordinary shares, or sell treasury shares for cash (other than pursuant to an employee share scheme) they must, in the first instance, offer them to existing shareholders in proportion to their holdings. There may be exceptional occasions, however, when the Directors need the flexibility to finance business opportunities by the issue of shares without a pre-emptive offer to existing shareholders. These could include placings, open offers, vendor placings, cash box placings or converting other securities into equity. This Resolution also seeks a disapplication of the pre-emption rights on a rights issue so as to allow the Directors to make exclusions or such other arrangements as may be appropriate to resolve legal or practical problems which, for example, might arise with overseasshareholders.ThiscannotbedoneundertheActunless the shareholders have first waived their pre-emption rights. 10 Saga plc Notice of Annual General Meeting 2024 Attention : This is an excerpt of the original content. To continue reading it, access the original document here .