Caledonia Investments plc

2023 annual general meeting ("AGM") results update statement

In accordance with Provision 4 of the UK Corporate Governance Code, Caledonia Investments plc (the "Company") provides an update on the feedback received and any actions the Company intends to take following the outcome of voting in respect of resolution 19 at the 2023 AGM.

Resolution 19 was the waiver of the mandatory offer provisions set out in Rule 9 of The City Code on Takeovers and Mergers in relation to the Cayzer family concert party, given the obligation that could arise on the concert party to make a general offer for the entire issued share capital of the Company as a result of purchases by the Company of ordinary shares pursuant to the authority received from shareholders to make market purchases. 

Resolution 19 passed with a majority of votes cast by independent shareholders in favour.  However, more than 20% of participating independent shareholders voted against.  This included one large shareholder who, having previously supported the resolution, recently adopted a policy of voting in line with the voting recommendations of a proxy voting advisor which is generally not supportive of such Rule 9 waiver resolutions given their potential to lead to creeping control.  In response to the feedback received from this shareholder, who continues to be supportive of management, the Company continues to engage with this proxy voting advisor.

The Company is grateful to all those that have taken the time to engage on this issue. We recognise the concern raised by the proxy voting advisor. However, the directors believe that the Company's ability to exercise the authority to make market purchases of its own shares warranted approval of the Rule 9 waiver resolution.

19 January 2024

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Caledonia Investments plc

Caledonia is a self-managed investment trust company. Our aim is to grow net assets and dividends paid to shareholders, whilst managing risk to avoid the permanent loss of capital. We achieve this by investing in proven, well-managed businesses that combine long term growth characteristics with an ability to deliver increasing levels of income. We hold investments in both listed and private markets, covering a range of sectors and, particularly through the listed and fund investments, have a global reach.

For additional information on Caledonia, please visit www.caledonia.com.