REG - Caledonia Investmnts - Result of AGM

Caledonia InvestmentsAnnouncement

27/07/2022 17:00

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RNS Number : 9748T  Caledonia Investments PLC  27 July 2022

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       34,634,322             99.97                  10,458      0.03                        34,644,780                63.38             5,937
         March 2022
 2       To approve the directors' remuneration report for the year ended 31 March 2022  34,484,361             99.82                  61,612      0.18                        34,545,973                63.20             104,744
         (other than the directors' remuneration policy)
 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    8,013,963              80.10                  1,990,914   19.90                       10,004,877                18.30             76,269
         the City Code on Takeovers and Mergers in relation to the Cayzer Concert
         Party((4))
 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       34,564,498             99.77                  79,929      0.23                        34,644,427                63.38             6,290
         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 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
(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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