Result of AGM

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 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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