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DVA - Resolutions submitted to the Financial Conduct Authority in accordance with Listing Rule 6.4.2R

Company: Caledonia Investments PLC Date: 2025-07-16 Language: English Register to download
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# CALEDONIA INVESTMENTS PLC (the "Company")

### Resolutions submitted to the Financial Conduct Authority in accordance with Listing Rule 6.4.2R

At the annual general meeting of the Company held on 16 July 2025 the following resolutions were passed as special business. The resolutions numbered 18, 20 and 21 were passed as special resolutions and the resolutions numbered 17, 19 and 22 as ordinary resolutions:

#### Resolution 17

THAT each ordinary share of 5p in the company be and is hereby sub-divided into ten ordinary shares of 0.5p each, such shares having the rights and being subject to the restrictions set out in the articles of association of the company for the time being, provided that this resolutional upon, and shall take effect on, admission of the new ordinary shares arising from such sub-division to the Official List and to trading on the London Stock Exchange's main market for listed securities by 8.00 am on 25 July 2025 (or such other time and/or date as the board of directors of the company may, in its absolute discretion, determine).

#### Resolution 18

THAT, in place of all existing authorities to make market purchases of its ordinary shares, the company be and is hereby unconditionally and generally authorised for the purpose of section 701 of the Companies Act 2006 (2006 Act') at any time or times to make a market purchases (within the meaning of section 693(4) of the 2006 Act) of any of its own ordinary shares of 5p each (or, in the event that resolution 17 is passed and the share sub-division becomes effective, ordinary shares of 0.5p each) in the company provided that:

- a. the maximum number of ordinary shares hereby authorised to be so acquired is 2,631,766 ordinary shares of 5p each (or, in the event that resolution 17 is passed and the share sub-division becomes effective, 26,317,663 ordinary shares of 0.5p each);
- b. the minimum price, exclusive of expenses, which may be paid for such an ordinary share is 5p each (or, in the event that resolution 17 is passed and the share sub-division becomes effective, 0.5p each);
- c. the maximum price, exclusive of expenses, which may be paid for an ordinary share contracted to be purchased on any day, is an amount not more than the higher of:
	- i. taken from the Official List for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and
	- the higher of: ii
		- aa. the price of the last independent trade in an ordinary share of the company; and
		- bb. the highest current independent bid relating to an ordinary share thereto on the trading venue where the purchase is carried out;
- d. the authority hereby conferred shall expire on 16 October 2026 or, if earlier, at the conclusion of the next annual general meeting of the company; and
- e. the company may make a contract to purchase its own shares under the authority hereby conferred prior to the expiry of such authority and may make a purchase of its own shares in pursuance of any such contract.

#### Resolution 19

THAT the directors be generally and unconditionally authorised to allot relevant securities (as defined in the 2006 Act):

- a. up to a nominal amount of £1,754,510; and
- b. comprising equity securities (as defined in the 2006 Act) up to a nominal amount of £877,255 (including within such limit any shares issued under (a) above) in connection with an offer by way of a rights issue:
	- i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

ii. to people who are holders of other equity securities if this is required by the rights of those securities or, if the directors consider it necessary, as permitted by the rights of those securities,

and so that the directors may imits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter,

such authorities to apply until the close of business on 16 October 2026 or, if earlier, the conclusion of next year's annual general meeting, but, in each case, so that the company may make offers and enter into agreements during the relevant period which would, or might, require relevant securities to be allotted after the authority ends and the directors may allot relevant securities under any such offer or agreement as if the authority had not ended.

# Resolution 20

THAT, if resolution 19 is passed, the directors be given power to allot equity securities (as defined in the 2006 Act) for cash under the authority given by that resolution and/or where the allotment constitutes an allotment of equity securities by virtue of section 560 of the 2006 Act, free of the restriction in section 561 of the 2006 Act, such power to be limited:

- a. to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under resolution 19(b), by way of a rights issue only):
	- i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
	- ii. to people who are holders of other equity securities, if this is required by the rights of those securities or, if the directors consider it necessary, as permitted by the rights of those securities,

and so that the directors may limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

b. in the case of the authority granted under resolution 19(a), to the allotment (otherwise than under (a) above) of equity securities up to a nominal amount of £131,588,

such power to apply until the close of business on 16 October 2026 or, if earlier, the conclusion of next year's annual general meeting, but during this period the company may make offers, and enter into agreements, which would, or might, require equities to be allotted after the power ends and the directors may allot equily securities under any such offer or agreement as if the power had not ended.

### Resolution 21

THAT the directors be authorised to convene general meetings, other than annual general meetings, on not less than 14 clear days' notice, such authority to expire on the date of the next annual general meeting of the Company.

# Resolution 22

THAT the maximum ordinary remuneration of the directors who do not hold executive office for their services that may be paid under article 138 of the company's articles of association is increased from £600,000 to £750,000.

Richard Webster Company Secretary Caledonia Investments plc

Registered office: Cayzer House 30 Buckingham Gate London SW1E 6NN

Company Number: 00235481

16 July 2025