Caledonia Investments : Notice of 2021 annual general meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt about what action to take, you should consult an appropriate independent professional adviser who is authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all your Ordinary Shares, please send this document, but not, if you have received one, the accompanying personalised proxy form, at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have purchased Ordinary Shares after the date of this document, you should contact Link Group using the address set out in section 4 of the Chairman's Letter, if you wish to request a new paper proxy form.

J.P. Morgan Securities plc, which conducts its United Kingdom investment banking business as J.P. Morgan Cazenove and which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Caledonia in connection with the Waiver Resolution and for no one else and will not be responsible to anyone other than Caledonia for providing the protections afforded to their clients, or for giving advice in connection with any matter referred to in this circular.

CALEDONIA INVESTMENTS PLC

(Registered in England and Wales under No. 235481)

Notice of the 2021 Annual General Meeting

including proposals for the renewal of the Company's authority to make market purchases of its Ordinary Shares and a waiver of the requirements of Rule 9 of the City Code on Takeovers and Mergers

Notice of the Annual General Meeting of Caledonia to be held at Cayzer House, 30 Buckingham Gate, London SW1E 6NN at 11.30 a.m. on 21 July 2021 is set out at the end of this document.

Proxy appointments for the Annual General Meeting should be completed and returned as soon as possible and, to be valid, must be deposited so as to be received no later than 11.30 a.m. on 19 July 2021 with the Company's registrar, Link Group, by one of the following methods: (i) if using a paper proxy form, by post to the address provided for such purpose in the proxy form or by hand during normal business hours to Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL; or (ii) online at www.signalshares.com using the Ordinary Shareholder's investor code; or (iii) in the case only where Ordinary Shares are held in CREST (as an alternative to methods (i) and (ii)), via the CREST Proxy Voting Service; or (iv) for institutional investors, via the Proxymity platform (www.proxymity.io).

Participants in the ISA and Savings Scheme can direct The Share Centre as to how they wish to vote at the Annual General Meeting by one of the following methods: (i) online at www.share.com; or (ii) by email to shareholder.rights@ share.co.uk; or (iii) by telephoning [phone]. Instructions must be received by The Share Centre no later than the close of business on 15 July 2021.

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Contents

	Page
Definitions	3
Part I - Letter from the Chairman	5
Part II - Additional information relating to the Waiver Resolution	14
Part III - Additional information relating to the Proposed Articles	24
Part IV - Documents available for inspection	25
Part V - Online meeting instructions	26
Notice of Annual General Meeting	27

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Definitions

The following definitions apply throughout this document, unless the context otherwise requires:

2006 Act	means the Companies Act 2006
2020 AGM	means the annual general meeting of the Company held on 29 July 2020
Annual General Meeting or AGM	means the annual general meeting of the Company to be held at Cayzer House,
	30 Buckingham Gate, London SW1E 6NN at 11.30 a.m. on 21 July 2021 and
	any adjournment(s) thereof
Annual Report	means Caledonia's annual report for the year ended 31 March 2021
Articles	means the existing articles of association of the Company
Authority to Make Market	means the authority to make market purchases of Ordinary Shares to be
Purchases	proposed to Ordinary Shareholders in the terms of resolution 15 set out in the
	notice of AGM at the end of this document
Board	means Caledonia's board of directors
Business Day	means any day (other than a Saturday, Sunday or public holiday) on which banks
	are generally open for business in London
Caledonia or the Company	means Caledonia Investments plc of Cayzer House, 30 Buckingham Gate,
	London SW1E 6NN
Caledonia Group Services	means Caledonia Group Services Limited, a wholly-owned subsidiary of the
	Company
Cayzer Trust	means The Cayzer Trust Company Limited of Cayzer House, 30 Buckingham
	Gate, London SW1E 6NN
Chairman	means Mr D C Stewart, the chairman of Caledonia
Chairman's Letter	means the letter from the Chairman set out in Part I of this document
Concert Party	means that group of Ordinary Shareholders which the Panel has confirmed is
	deemed to act in concert, details of the members of the Concert Party being set
	out in paragraph 4.6 of Part II of this document
Concert Party Directors	means those Directors who are members of the Concert Party, namely The Hon
	C W Cayzer, Mr J M B Cayzer-Colvin and Mr W P Wyatt
CREST	means the relevant system (as defined in the CREST Regulations) in respect of
	which Euroclear is the Operator (as defined in the CREST Regulations)
CREST Manual	means the document entitled 'CREST Manual' issued by Euroclear
CREST Member	means a person who has been admitted by Euroclear as a system-member (as
	defined in the CREST Regulations)
CREST Participant	means a person who has been admitted by Euroclear as a system-participant (as
	defined in the CREST Regulations)
CREST Proxy Voting Service	means Euroclear's electronic proxy voting service
CREST Regulations	means the Uncertificated Securities Regulations 2001 (SI 2001 No 3755)
CREST Sponsor	means a CREST Participant admitted to CREST as a sponsor
CREST Sponsored Member	means a CREST Member admitted to CREST as a sponsored member
Deferred Bonus Plan	means the Caledonia Investments 2011 Deferred Bonus Plan and the Caledonia
	Investments 2020 Deferred Bonus Plan
Directors	means the directors of Caledonia
Employee Share Trust	means The Caledonia Investments plc Employee Share Trust

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Euroclear	means Euroclear UK & Ireland Limited
Executive Directors	means Mr J M B Cayzer-Colvin, Mr T J Livett and Mr W P Wyatt
FCA	means the Financial Conduct Authority acting in its capacity as the competent
	authority for the purposes of Part VI of the Financial Services and Markets Act
	2000
Group	means Caledonia and its subsidiaries
Independent Shareholders	means those Ordinary Shareholders who are not members of the Concert Party
ISA	means the Caledonia Investments Individual Savings Account
J.P. Morgan Cazenove	means J.P. Morgan Securities plc, which conducts its UK investment banking
	activities as J.P. Morgan Cazenove
Latest Practicable Date	means the close of business on 11 June 2021, being the latest practicable date
	prior to the publication of this document
Link Group	means Link Group, a trading name of Link Market Services Limited, 10th Floor,
	Central Square, 29 Wellington Street, Leeds LS1 4DL
Listing Rules	means the Listing Rules as published by the FCA in its handbook of rules and
	guidance
Market Abuse Regulation	means the UK onshored legislation, effected by the Market Abuse Exit Regulations
	2019, reflecting EU Market Abuse Regulation no. 596/2014
Non-Concert Party Directors	means Mr S J Bridges, Mr G B Davison, Mrs C L Fitzalan Howard, Mrs S C R
	Jemmett-Page, Mr T J Livett and Mr D C Stewart
Non-Executive Directors	means Mr S J Bridges, The Hon C W Cayzer, Mr G B Davison, Mrs C L Fitzalan
	Howard and Mrs S C R Jemmett-Page
Official List	means the Official List of the FCA
Ordinary Shares	means ordinary shares of 5p each in Caledonia
Ordinary Shareholders	means the holders of Ordinary Shares
Panel	means the Panel on Takeovers and Mergers
Proposed Articles	means new articles of association of the Company, details of which are set out in
	section 3 of the Chairman's Letter and in Part III of this document
PSS	means the Caledonia Investments 2011 Performance Share Scheme and the
	Caledonia Investments 2020 Performance Share Scheme
Savings Scheme	means the Caledonia Investments Share Savings Scheme
Takeover Code	means the City Code on Takeovers and Mergers
The Share Centre	means The Share Centre Limited, the administrator of the ISA and Savings
	Scheme
UK Corporate Governance Code	means the UK Corporate Governance Code published by the Financial Reporting
	Council in July 2018
Waiver Resolution	means the ordinary resolution 16 in the form set out in the notice of AGM at the
	end of this document approving a waiver of the mandatory offer provisions set
	out in Rules 9 and 37 of the Takeover Code

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Part I - Letter from the Chairman

Caledonia Investments plc

Registered and head office

Cayzer House

30 Buckingham Gate

London SW1E 6NN

Registered in England and Wales under No. 235481

11 June 2021
Directors:
David C Stewart	(Chairman)
William P Wyatt¹	(Chief Executive)
Timothy J Livett	(Chief Financial Officer)
Jamie M B Cayzer-Colvin¹	(Executive Director)
Stuart J Bridges	(Non-Executive Director)
The Hon Charles W Cayzer¹	(Non-Executive Director)
Guy B Davison	(Senior Independent Non-Executive Director)
Claire L Fitzalan Howard	(Non-Executive Director)
Shonaid C R Jemmett-Page	(Non-Executive Director)
1. Concert Party Directors.

To Ordinary Shareholders, participants in the ISA and Savings Scheme and, for information only, holders of awards under the PSS and the Deferred Bonus Plan.

Dear Shareholder

1. Introduction

The purpose of this letter is to provide you with an explanation of the resolutions to be proposed at the ninety-second Annual General Meeting of the Company, which will be held at Cayzer House, 30 Buckingham Gate, London SW1E 6NN, at 11.30 a.m. on Wednesday 21 July 2021 and to seek your approval of them. The notice of AGM is set out at the end of this document.

The AGM is an important part of our shareholder communications programme and our intention is to always hold a physical meeting where we are able to and it is considered safe to do so for members of the Board, shareholders and colleagues. At the time of writing, UK Government restrictions related to the Covid-19 pandemic are not expected to be lifted before 21 June 2021. It is possible that some limitations may continue after this date. We are also aware that some shareholders will understandably remain wary of travelling to our office for the meeting. In light of this, we have made arrangements for shareholders unable attend the meeting in person this year to follow proceedings at the AGM remotely online. This will enable you to see the presentations, hear from the directors and to submit questions. Further details on how you can join us live are set out in Part V of this document.

In addition, we remain pleased to answer any questions you may have regarding Caledonia, the Annual Report or business of the meeting ahead of the AGM. Your questions should be submitted via email to investorrelations@caledonia. com by no later than 11.30 a.m. on 19 July 2021.

You are once again encouraged to appoint the chairman of the meeting as your proxy and give your instructions on how you wish the chairman to vote on the proposed resolutions to ensure your vote is recognised at the meeting. All votes at the AGM will be conducted on a poll. The results of the meeting will be announced, in the normal way, as soon as possible after the conclusion of the meeting.

Shareholders who do intend to join the physical meeting, should this be possible, are asked to register their intention to do so as soon as practicable by submitting an email to [e-mail].

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