Caledonia Investments plc
Result of Annual General Meeting
Caledonia Investments plc (the "Company") held its annual general meeting ("AGM") on Wednesday 27 July 2022 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 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 2022 |
34,634,322 |
99.97 |
10,458 |
0.03 |
34,644,780 |
63.38 |
5,937 |
|
2 |
To approve the directors' remuneration report for the year ended 31 March 2022 (other than the directors' remuneration policy) |
34,484,361 |
99.82 |
61,612 |
0.18 |
34,545,973 |
63.20 |
104,744 |
|
3 |
To approve and declare a final dividend of 47.3p per ordinary share |
34,650,544 |
99.99 |
36 |
0.01 |
34,650,580 |
63.39 |
137 |
|
4 |
To approve and declare a special dividend of 175p per ordinary share |
34,647,514 |
99.99 |
66 |
0.01 |
34,647,580 |
63.38 |
3,137 |
|
5 |
To re-elect Mr D C Stewart as a director |
33,139,948 |
97.79 |
748,611 |
2.21 |
33,888,559 |
61.99 |
762,158 |
|
6 |
To elect Mr M S D Masters as a director |
34,613,639 |
99.92 |
27,367 |
0.08 |
34,641,006 |
63.37 |
9,711 |
|
7 |
To re-elect Mr T J Livett as a director |
34,613,186 |
99.92 |
26,645 |
0.08 |
34,639,831 |
63.37 |
10,886 |
|
8 |
To re-elect Mr J M B Cayzer-Colvin as a director |
34,600,231 |
99.88 |
41,130 |
0.12 |
34,641,361 |
63.37 |
9,356 |
|
9 |
To re-elect The Hon C W Cayzer as a director |
34,368,127 |
99.21 |
273,489 |
0.79 |
34,641,616 |
63.37 |
9,101 |
|
10 |
To re-elect Mr W P Wyatt as a director |
34,362,101 |
99.21 |
273,700 |
0.79 |
34,635,801 |
63.36 |
14,916 |
|
11 |
To re-elect Mr S J Bridges as a director (all shareholders) |
34,514,058 |
99.65 |
122,143 |
0.35 |
34,636,201 |
63.36 |
14,516 |
|
11 |
To re-elect Mr S J Bridges as a director (independent shareholders) |
9,944,762 |
98.79 |
122,143 |
1.21 |
10,066,905 |
18.42 |
14,241 |
|
12 |
To re-elect Mr G B Davison as a director (all shareholders) |
34,536,266 |
99.70 |
104,240 |
0.30 |
34,640,506 |
63.37 |
10,211 |
|
12 |
To re-elect Mr G B Davison as a director (independent shareholders) |
9,966,970 |
98.96 |
104,240 |
1.04 |
10,071,210 |
18.42 |
9,936 |
|
13 |
To elect Ms M A Farlow as a director (all shareholders) |
33,975,256 |
99.98 |
5,481 |
0.02 |
33,980,737 |
62.16 |
669,980 |
|
13 |
To elect Ms M A Farlow as a director (independent shareholders) |
9,405,960 |
99.94 |
5,481 |
0.06 |
9,411,441 |
17.22 |
669,705 |
|
14 |
To re-elect Mrs C L Fitzalan Howard as a director (all shareholders) |
34,533,592 |
99.71 |
100,814 |
0.29 |
34,634,406 |
63.36 |
16,311 |
|
14 |
To re-elect Mrs C L Fitzalan Howard as a director (independent shareholders) |
9,964,296 |
99.00 |
100,814 |
1.00 |
10,065,110 |
18.41 |
16,036 |
|
15 |
To elect Ms L R Fordham as a director (all shareholders) |
34,632,787 |
99.97 |
9,119 |
0.03 |
34,641,906 |
63.37 |
8,811 |
|
15 |
To elect Ms L R Fordham as a director as a director (independent shareholders) |
10,063,491 |
99.91 |
9,119 |
0.09 |
10,072,610 |
18.43 |
8,536 |
|
16 |
To re-appoint BDO LLP as auditor |
34,634,658 |
99.97 |
9,063 |
0.03 |
34,643,721 |
63.38 |
6,996 |
|
17 |
To authorise the directors to agree the auditor's remuneration |
34,643,715 |
99.99 |
965 |
0.01 |
34,644,680 |
63.38 |
6,037 |
|
18 |
To grant the Company authority to make market purchases of its own shares(3) |
34,207,134 |
98.74 |
436,624 |
1.26 |
34,643,758 |
63.38 |
6,959 |
|
19 |
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) |
8,013,963 |
80.10 |
1,990,914 |
19.90 |
10,004,877 |
18.30 |
76,269 |
|
20 |
To authorise the allotment of unissued shares |
34,615,567 |
99.92 |
26,885 |
0.08 |
34,642,452 |
63.37 |
8,265 |
|
21 |
To authorise the allotment of shares on a non pre-emptive basis(3) |
34,605,275 |
99.89 |
37,970 |
0.11 |
34,643,245 |
63.38 |
7,472 |
|
22 |
To authorise the convening of general meetings (other than annual general meetings) on not less than 14 clear days' notice(3) |
34,564,498 |
99.77 |
79,929 |
0.23 |
34,644,427 |
63.38 |
6,290 |
(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 25 July 2022, 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
27 July 2022
END
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