RNS Number : 8305W
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: +44 (0)20 7802 8080

 

17 July 2024

 

END

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