Caledonia Investments : Resolutions submitted to the Financial Conduct Authority in accordance with Listing Rule 6.4.2R

CALEDONIA INVESTMENTS PLC

(the "Company")

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

At the general meeting of the Company held on 18 December 2024 the following resolutions were passed as special business. Resolution 1 was passed as a special resolution and resolution 2 was passed as an ordinary resolution.

Resolution 1

THAT, subject to and conditional upon the passing of resolution 2, 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 purchase or market purchases (within the meaning of section 693(4) of the 2006 Act) of any of its own ordinary shares of 5p each in the capital of the Company provided that:

1. the maximum number of ordinary shares hereby authorised to be so acquired is 2,681,322 ordinary shares of 5p each, or such other number of ordinary shares as may represent a total nominal value of £134,066;
2. the minimum price, exclusive of expenses, which may be paid for such an ordinary share is 5p each;
3. 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:
4. 1. 5 per cent. above the average of the middle market quotations for the ordinary shares of the Company as taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and
   2. the higher of:
   3. 1. the price of the last independent trade in an ordinary share of the Company; and
      2. the highest current independent bid relating to an ordinary share thereto on the trading venue where the purchase is carried out;
5. the authority hereby conferred shall expire on 26 May 2026 or, if earlier, at the conclusion of the annual general meeting of the Company held in 2026; and
6. 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 2

THAT, subject to and conditional upon the passing of resolution 1, the waiver granted by the Panel on Takeovers and Mergers of the obligation that would otherwise arise on the members of the Concert Party (as defined in the circular to shareholders dated 26 November 2024 accompanying the Notice (the "Circular")) to make an offer to the shareholders of the company pursuant to Rule 9 of the City Code on Takeovers and Mergers (the "Takeover Code") as a result of the exercise by the Company of the authority to purchase its own ordinary shares referred to in resolution 1, be and is hereby approved.

Richard Webster

Company Secretary

Caledonia Investments plc

Registered office: Cayzer House

30 Buckingham Gate London

SW1E 6NN

Company Number: 00235481

18 December 2024

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