Result of AGM

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 17 July 2024 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 10, 11, 12, 13 and 14 relating to the 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.    The results of the poll for each resolution is set out below.   Resolution   Votes For (including discretionary) (1)   Votes Against (1) Total Votes Cast Votes Withheld (2) Number of shares % of votes Number of shares % of votes Total number of votes cast % of total voting rights Number of shares 1 To receive and adopt the annual report and accounts for the year ended 31 March 2024 35,311,212 99.98 5,603 0.02 35,316,815 65.14 10,959 2 To approve the directors' remuneration report for the year ended 31 March 2024 (other than the directors' remuneration policy) 34,772,485 98.48 536,700 1.52 35,309,185 65.12 18,589 3 To approve and declare a final dividend of 51.47p per ordinary share 35,313,966 99.98 5,331 0.02 35,319,297 65.14 8,477 4 To re-elect Mr D C Stewart as a director 34,927,051 98.92 381,185 1.08 35,308,236 65.12 19,538 5 To re-elect Mr M S D Masters as a director 35,300,933 99.96 12,618 0.04 35,313,551 65.13 14,223 6 To elect Mr R W Memmott as a director 35,291,992 99.94 21,906 0.06 35,313,898 65.13 13,876 7 To re-elect Mr J M B Cayzer-Colvin as a director 35,274,272 99.89 37,336 0.11 35,311,608 65.13 16,166 8 To re-elect The Hon C W Cayzer as a director 35,051,879 99.26 260,629 0.74 35,312,508 65.13 15,266 9 To re-elect Mr W P Wyatt as a director 35,046,834 99.25 264,347 0.75 35,311,181 65.13 16,593 10 To re-elect Ms F A Buckley as a director (all shareholders) 35,101,117 99.40 212,018 0.60 35,313,135 65.13 14,639 10 To re-elect Ms F A Buckley as a director (independent shareholders) 9,868,242 97.90 212,018 2.10 10,080,260 18.59 14,639 11 To re-elect Mr G B Davison as a director (all shareholders) 35,115,705 99.44 196,927 0.56 35,312,632 65.13 14,782 11 To re-elect Mr G B Davison as a director (independent shareholders) 9,882,830 98.05 196,927 1.95 10,079,757 18.59 14,782 12 To re-elect Ms M A Farlow as a director (all shareholders) 34,799,470 98.55 512,361 1.45 35,311,831 65.13 15,583 12 To re-elect Ms M A Farlow as a director (independent shareholders) 9,566,595 94.92 512,361 5.08 10,078,956 18.59 15,583 13 To re-elect Mrs C L Fitzalan Howard as a director (all shareholders) 35,108,365 99.43 202,466 0.57 35,310,831 65.13 16,583 13 To re-elect Mrs C L Fitzalan Howard as a director (independent shareholders) 9,875,490 97.99 202,466 2.01 10,077,956 18.59 16,583 14 To re-elect Ms L R Fordham as a director (all shareholders) 35,112,084 99.43 199,728 0.57 35,311,812 65.13 15,602 14 To re-elect Ms L R Fordham as a director as a director (independent shareholders) 9,879,209 98.02 199,728 1.98 10,078,937 18.59 15,602 15 To re-appoint BDO LLP as auditor 35,302,362 99.96 13,701 0.04 35,316,063 65.13 11,351 16 To authorise the directors to agree the auditor's remuneration 35,307,856 99.97 9,407 0.03 35,317,263 65.14 10,151 17 To grant the Company authority to make market purchases of its own shares (3) 34,995,251 99.09 319,900 0.91 35,315,151 65.13 12,263 18 To approve 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) 9,549,391 94.86 516,924 5.14 10,066,315 18.57 36,902 19 To authorise the allotment of unissued shares 35,233,915 99.77 80,167 0.23 35,314,082 65.13 13,332 20 To authorise the allotment of shares on a non pre-emptive basis (3) 34,942,793 98.96 368,689 1.04 35,311,482 65.13 15,932 21 To authorise the convening of general meetings (other than annual general meetings) on not less than 14 clear days' notice (3) 35,261,793 98.84 55,134 0.16 35,316,927 65.14 10,487 22 To approve the Caledonia Investments Share Incentive Plan 35,282,617 99.93 24,809 0.07 35,307,426 65.12 19,987   (1) Votes "for" and "against" are expressed as a percentage of the total votes cast. (2) 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. (3) Special resolution requiring a 75% majority. (4) 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 54,219,795 ordinary shares of 5p each with voting rights in issue as at 11.30 am on Monday 15 July 2024, 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   17 July 2024   END

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