Caledonia Investments : 2023 annual general meeting voting results

About this update from Caledonia Investments Plc

Caledonia Investments plc Result of Annual General Meeting Caledonia Investments plc (the "Company") held its annual general meeting ("AGM") on Wednesday 19 July 2023 at 11.30 am. All valid proxy votes (whether submitted electronically or in hard copy form) were included in the poll taken at the meeting. All resolutions were passed by shareholders. The full text of each resolution considered at the AGM is contained in the circular to shareholders incorporating the notice of the AGM, which is available on the Company's website at www.caledonia.com. Resolutions 11, 12, 13, 14 and 15 relating to the election or re-election of independent non-executive directors, were passed by separate majorities of all shareholders and of those shareholders who are independent of the Cayzer family concert party, the members of which are regarded as controlling shareholders for the purposes of the Financial Conduct Authority's Listing Rules. Resolution 19 relates to 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 from shareholders to make market purchases. Resolution 19 passed with a majority of votes cast by independent shareholders in favour. The board will engage with shareholders who voted against the resolution and provide an update to the market on the views received and any actions the Company intends to take in accordance with Provision 4 of the UK Corporate Governance Code. The results of the poll for each resolution is set out below. Resolution Votes For (including Votes Against (1) Total Votes Cast Votes discretionary) (1) Withheld (2) Number of % of Number of % of Total % of total Number shares votes shares votes number of voting of shares votes cast rights 1 To receive and 35,605,837 99.99 988 0.01 35,609,903 65.14 3,078 adopt the annual report and accounts for the year ended 31 March 2023 2 To approve 35,110,844 98.86 403,439 1.14 35,609,903 65.14 95,620 the directors' remuneration report for the year ended 31 March 2023 (other than the directors' remuneration policy) 3 To approve 35,087,565 98.84 412,670 1.16 35,609,903 65.14 109,668 the directors' remuneration policy 4 To approve 35,608,290 99.99 988 0.01 35,609,903 65.14 625 and declare a final dividend of 49.2p per ordinary share 5 To re-elect Mr 35,241,859 98.99 359,758 1.01 35,609,903 65.14 8,286 D C Stewart as a director 6 To re-elect Mr 35,593,245 99.97 9,427 0.03 35,609,903 65.14 7,231 M S D Masters as a director 7 To re-elect Mr 35,585,770 99.97 9,450 0.03 35,609,903 65.14 14,683 T J Livett as a director 8 To re-elect Mr 35,591,812 99.97 11,810 0.03 35,609,903 65.14 6,281 J M B Cayzer- Colvin as a director 9 To re-elect The 35,277,445 99.08 326,277 0.92 35,609,903 65.14 6,181 Hon C W Cayzer as a director 10 To re-elect Mr 35,290,820 99.12 313,202 0.88 35,609,903 65.14 5,881 W P Wyatt as a director 11 To elect Ms F A 35,588,599 99.96 14,218 0.04 35,609,903 65.14 7,086 Buckley as a director (all shareholders) 11 To elect Ms F A 10,541,321 99.87 14,218 0.13 10,555,539 19.31 7,086 Buckley as a director (independent shareholders) 12 To re-elect Mr 35,419,128 99.48 183,689 0.52 35,609,903 65.14 7,086 G B Davison as a director (all shareholders) 12 To re-elect Mr 10,371,850 98.26 183,689 1.74 10,555,539 19.31 7,086 G B Davison as a director (independent shareholders) 13 To re-elect Ms 35,402,954 99.44 199,493 0.56 35,609,903 65.14 7,456 M A Farlow as a director (all shareholders) 13 To re-elect Ms 10,355,676 98.11 199,493 1.89 10,555,169 19.31 7,456 M A Farlow as a director (independent shareholders) 14 To re-elect 35,418,179 99.48 185,168 0.52 35,609,903 65.14 6,556 Mrs C L Fitzalan Howard as a director (all shareholders) 14 To re-elect 10,370,901 98.25 185,168 1.75 10,556,069 19.31 6,556 Mrs C L Fitzalan Howard as a director (independent shareholders) 15 To re-elect Ms 35,418,512 99.48 185,891 0.52 35,609,903 65.14 5,500 L R Fordham as a director (all shareholders) 15 To re-elect Ms 10,371,234 98.24 185,891 1.76 10,557,125 19.31 5,500 L R Fordham as a director as a director (independent shareholders) 16 To re-appoint 35,590,304 99.96 14,815 0.04 35,609,903 65.14 4,784 BDO LLP as auditor 17 To authorise 35,601,894 99.99 3,815 0.01 35,609,903 65.14 4,194 the directors to agree the auditor's remuneration 18 To grant the 35,227,022 98.94 379,042 1.06 35,609,903 65.14 3,839 Company authority to make market purchases of its own shares (3) 19 To approve 6,714,870 64.68 3,667,107 35.32 10,561,775 19.32 179,798 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 Concert Party (4) 20 To authorise 35,583,567 99.95 16,713 0.05 35,609,903 65.14 9,623 the allotment of unissued shares 21 To authorise 35,559,520 99.89 38,652 0.11 35,609,903 65.14 11,731 the allotment of shares on a non pre- emptive basis (3) 22 To authorise 35,563,390 99.88 41,677 0.12 35,609,903 65.14 4,836 the convening of general meetings (other than annual general meetings) on not less than 14 clear days' notice (3) Votes "for" and "against" are expressed as a percentage of the total votes cast. A "withheld" vote is not a vote in law and is not counted in the calculation of the proportion of votes "for" or "against" a resolution. Special resolution requiring a 75% majority. As required by The City Code on Takeovers and Mergers, members of the Cayzer family concert party were not eligible to vote on this resolution. The Company had 54,663,662 ordinary shares of 5p each with voting rights in issue as at 11.30 am on Monday 17 July 2023, being the deadline for receipt of validly completed proxy forms by the Company's registrar, and as at the date of the AGM. No ordinary shares were held in treasury. In accordance with Listing Rule 9.6.2R, copies of the resolutions that did not constitute ordinary business at the AGM will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Enquiries: Richard Webster Company Secretary Tel: +44 (0)20 7802 8080 19 July 2023 END

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