Caledonia Investments : 2023 annual general meeting voting results

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)

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 54,663,662 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: [phone]

19 July 2023

END