Caledonia Investments plc

Result of Annual General Meeting

Caledonia Investments plc (the "Company") held its annual general meeting ("AGM") on Wednesday 21 July 2021 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 9, 10, 11 and 12 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.

A poll was held on each of the resolutions. 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

Number of

% of votes

Total

% of total

Number

of shares

votes

shares

number of

voting

of shares

votes cast

rights

1

To receive

35,774,841

99.99%

642

0.01%

35,775,483

64.82%

5,637

and adopt the

annual report

and accounts

for the year

ended 31

March 2021

2

To approve

35,602,646

99.82%

65,040

0.18%

35,667,686

64.63%

113,434

the directors'

remuneration

report for the

year ended 31

March 2021

(other than

the directors'

remuneration

policy)

3

To approve

35,781,078

99.99%

42

0.01%

35,781,120

64.83%

0

and declare a

final dividend

of 45.9p per

ordinary share

4

To re-elect Mr

32,349,987

90.53%

3,385,961

9.47%

35,735,948

64.75%

45,172

D C Stewart

as a director

5

To re-elect Mr

35,667,905

99.71%

105,049

0.29%

35,772,954

64.82%

8,166

W P Wyatt as

a director

6

To re-elect Mr

35,741,361

99.91%

31,691

0.09%

35,773,052

64.82%

8,068

T J Livett as a

director

7

To re-elect Mr

35,722,320

99.86%

50,124

0.14%

35,772,444

64.82%

8,676

J M B Cayzer-

Colvin as a

director

8

To re-elect

35,002,779

97.85%

770,340

2.15%

35,773,119

64.82%

8,001

The Hon C W

Cayzer as a

director

9

To re-elect Mr

35,118,248

98.17%

654,804

1.83%

35,773,052

64.82%

8,068

S J Bridges as

a director (all

shareholders)

9

To re-elect Mr

10,128,289

93.93%

654,804

6.07%

10,783,093

19.54%

8,068

S J Bridges as

a director

(independent

shareholders)

10

To re-elect Mr

35,118,758

98.17%

654,294

1.83%

35,773,052

64.82%

8,068

G B Davison

as a director

(all

shareholders)

10

To re-elect Mr

10,128,799

93.93%

654,294

6.07%

10,783,093

19.54%

8,068

G B Davison

as a director

(independent

shareholders)

11

To elect Mrs

35,117,615

98.17%

655,192

1.83%

35,772,807

64.82%

8,313

C L Fitzalan

Howard as a

director (all

shareholders)

11

To elect Mrs

10,127,656

93.92%

655,192

6.08%

10,782,848

19.54%

8,313

C L Fitzalan

Howard as a

director

(independent

shareholders)

12

To re-elect

35,046,484

97.97%

726,323

2.03%

35,772,807

64.82%

8,313

Mrs S C R

Jemmett-

Page as a

director (all

shareholders)

12

To re-elect

10,056,525

93.26%

726,323

6.74%

10,782,848

19.54%

8,313

Mrs S C R

Jemmett-

Page as a

director

(independent

shareholders)

13

To appoint

35,764,707

99.97%

10,154

0.03%

35,774,861

64.82%

6,259

BDO LLP as

auditor

14

To authorise

35,772,985

99.99%

842

0.01%

35,773,827

64.82%

7,293

the directors

to agree the

auditor's

remuneration

15

To grant the

35,536,962

99.33%

238,556

0.67%

35,775,518

64.82%

5,602

Company

authority to

make market

purchases of

its own

shares(3)

16

To approve

9,000,108

84.12%

1,698,433

15.88%

10,698,541

19.39%

181,703

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)

17

To authorise

35,740,430

99.91%

32,458

0.09%

35,772,888

64.82%

8,232

the allotment

of unissued

shares

18

To authorise

35,743,443

99.92%

28,785

0.08%

35,772,228

64.82%

8,892

the allotment

of shares on a

non pre-

emptive

basis(3)

19

To authorise

35,686,943

99.75%

88,540

0.25%

35,775,483

64.82%

5,637

the convening

of general

meetings

(other than

annual

general

meetings) on

not less than

14 clear days'

notice(3)

20

To adopt new

35,756,771

99.97%

10,916

0.03%

35,767,687

64.81%

13,433

articles of

association(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, the Cayzer family concert party were not eligible to vote on this resolution.

The Company had 55,189,643 ordinary shares of 5p each with voting rights in issue as at 11.30 am on Monday 19 July 2021, 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

21 July 2021

END

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Caledonia Investment plc published this content on 22 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 July 2021 07:37:05 UTC.