Result of AGM

Caledonia Investments PLC

17 July 2024

 

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: [phone]

17 July 2024

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