Caledonia Investments plc: Result of Annual General Meeting
Caledonia Investments plc (the "Company") is pleased to announce that all of the resolutions proposed at its annual general meeting held on 24 July 2019 were duly passed. Resolutions 8, 9, 10 and 12 relating to the election and re-election of independent 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 Listing Rules.
The following table indicates the number of valid proxy votes lodged in advance of the meeting for each of the resolutions. It should be noted that votes withheld do not constitute votes in law and therefore are not counted in the number of votes for or against any resolution.
|
Resolution |
In favour |
Against |
Withheld |
Total lodged |
|||
|
No |
|
No. |
% |
No. |
% |
No. |
No. |
|
1 |
To receive and adopt the annual report and accounts for the year ended 31 March 2019 |
36,612,309 |
99.99 |
4,813 |
0.01 |
42,415 |
36,659,537 |
|
2 |
To approve the directors' remuneration report for the year ended 31 March 2019 (other than the directors' remuneration policy) |
36,576,161 |
99.93 |
26,842 |
0.07 |
56,534 |
36,659,537 |
|
3 |
To approve and declare a final dividend of 43.2p per ordinary share |
36,616,007 |
99.99 |
1,634 |
0.01 |
41,897 |
36,659,538 |
|
4 |
To re-elect Mr D C Stewart a director |
35,861,660 |
97.95 |
750,462 |
2.05 |
47,415 |
36,659,537 |
|
5 |
To re-elect Mr W P Wyatt a director |
36,547,523 |
99.81 |
68,925 |
0.19 |
43,090 |
36,659,538 |
|
6 |
To re-elect Mr J M B Cayzer-Colvin a director |
36,565,061 |
99.87 |
46,571 |
0.13 |
47,906 |
36,659,538 |
|
7 |
To re-elect The Hon C W Cayzer a director |
36,508,720 |
99.91 |
31,587 |
0.09 |
47,231 |
36,659,538 |
|
8 |
To re-elect Mr S J Bridges a director (all shareholders) |
36,605,720 |
99.98 |
6,403 |
0.02 |
47,415 |
36,659,538 |
|
8 |
To re-elect Mr S J Bridges a director (independent shareholders) |
11,422,047 |
99.94 |
6,403 |
0.06 |
5,867 |
11,434,317 |
|
9 |
To re-elect Mr G B Davison a director (all shareholders) |
36,610,820 |
99.99 |
1,303 |
0.01 |
47,415 |
36,659,538 |
|
9 |
To re-elect Mr G B Davison a director (independent shareholders) |
11,427,147 |
99.99 |
1,303 |
0.01 |
5,867 |
11,434,317 |
|
10 |
To re-elect Mrs S C R Jemmett-Page a director (all shareholders) |
36,610,720 |
99.99 |
1,403 |
0.01 |
47,415 |
36,659,538 |
|
10 |
To re-elect Mrs S C R Jemmett-Page a director (independent shareholders) |
11,427,047 |
99.99 |
1,403 |
0.01 |
5,867 |
11,434,317 |
|
11 |
To elect Mr T J Livett a director |
36,566,967 |
99.88 |
45,156 |
0.12 |
47,415 |
36,659,538 |
|
12 |
To elect Mrs C L Fitzalan Howard a director (all shareholders) |
36,607,308 |
99.98 |
9,015 |
0.02 |
43,215 |
36,659,538 |
|
12 |
To elect Mrs C L Fitzalan Howard a director (independent shareholders) |
11,418,635 |
99.92 |
9,015 |
0.08 |
6,667 |
11,434,317 |
|
13 |
To re-appoint KPMG LLP as auditor |
36,587,878 |
99.95 |
16,935 |
0.05 |
54,724 |
36,659,537 |
|
14 |
To authorise the directors to agree the auditor's remuneration |
36,614,843 |
99.99 |
1,634 |
0.01 |
43,061 |
36,659,538 |
|
15 |
To grant the Company authority to make market purchases of its own shares |
36,004,723 |
99.32 |
615,529 |
1.68 |
39,285 |
36,659,537 |
|
16 |
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* |
9,818,738 |
86.00 |
1,597,869 |
14.00 |
17,708 |
11,434,315 |
|
17 |
To authorise the allotment of unissued shares |
36,587,579 |
99.98 |
7,507 |
0.02 |
64,452 |
36,659,538 |
|
18 |
To authorise the allotment of shares on a non pre-emptive basis |
36,562,548 |
99.93 |
25,488 |
0.07 |
71,502 |
36,659,538 |
|
19 |
To authorise the convening of general meetings (other than annual general meetings) on not less than 14 clear days' notice |
36,370,847 |
99.57 |
157,006 |
0.43 |
131,685 |
36,659,538 |
*As required by the City Code on Takeovers and Mergers, the Cayzer family concert party were not eligible to vote on this resolution.
Each of the resolutions was voted on by way of a show of hands, other than resolution 16 which was voted on by way of a poll. The numbers of votes cast at the meeting on resolution 16 were 9,812,518 in favour and 1,597,869 against.
At the date of the annual general meeting there were 55,373,734 ordinary shares with voting rights in issue. No shares are held in treasury.
In accordance with Listing Rule 9.6.2R, copies of resolutions 15 to 19, being the resolutions passed as special business at the annual general meeting, have been submitted to the National Storage Mechanism and will shortly be available at: www.morningstar.co.uk/uk/NSM
Enquiries:
G P Denison,
Company Secretary
Tel: +44 (0)20 7802 8080
24 July 2019
END
All of the resolutions proposed at the annual general meeting are also set out in the circular to shareholders incorporating the notice of the 2019 annual general meeting available on Caledonia's website at www.caledonia.com.
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