Caledonia Investments : Notice of Annual General Meeting 2024

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 Chair'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 Prudential Regulation Authority and 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 clients of J.P. Morgan Cazenove or its affiliates, or for giving advice in connection with any matter referred to in this circular or any other matter or arrangement referred to herein.

CALEDONIA INVESTMENTS PLC

(Registered in England and Wales under No. 235481)

Notice of the 2024 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 6 Park Place, St James's, London SW1A 1LR at 11.30 a.m. on 17 July 2024 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 15 July 2024 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) electronically via the registrar's app LinkVote+ which is free to download via the Apple App Store or Google Play and compatible with smartphones and tablets; or (iv) in the case only where Ordinary Shares are held in CREST (as an alternative to methods (i), (ii) and (iii)), via the CREST Proxy Voting Service; or (v) for institutional investors, via the Proxymity platform (www.proxymity.io).

Contents

	Page
Definitions	3
Part I - Letter from the Chair	5
Part II - Additional information relating to the Waiver Resolution	14
Part III - Principal terms of the Caledonia Investments Share Incentive Plan	25
Part IV - Documents available for inspection	28
Notice of Annual General Meeting	29

2 Caledonia Investments plc Notice of AGM 2024

Definitions

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

2006 Act	means the Companies Act 2006
2023 AGM	means the annual general meeting of the Company held on 19 July 2023
Annual General Meeting or AGM	means the annual general meeting of the Company to be held at 6 Park Place, St
	James's, London SW1A 1LR at 11.30 a.m. on 17 July 2024 and any adjournment(s)
	thereof
Annual Report	means Caledonia's annual report for the year ended 31 March 2024
Articles	means the articles of association of the Company
Authority to Make Market Purchases	means the authority to make market purchases of Ordinary Shares to be proposed to
	Ordinary Shareholders in the terms of resolution 17 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
Chair	means Mr D C Stewart, the chair of Caledonia
Chair's Letter	means the letter from the Chair 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 2020 Deferred Bonus Plan
Directors	means the directors of Caledonia

3

Employee Share Trust	means The Caledonia Investments plc Employee Share Trust
Euroclear	means Euroclear UK & Ireland Limited
Executive Directors	means Mr J M B Cayzer-Colvin, Mr M S D Masters and Mr R W Memmott
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
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 7 June 2024, 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, 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 Ms F A Buckley, Mr G B Davison, Ms M A Farlow, Mrs C L Fitzalan Howard, Ms L
	R Fordham, Mr M S D Masters, Mr R W Memmott and Mr D C Stewart
Non-Executive Directors	means Ms F A Buckley, The Hon C W Cayzer, Mr G B Davison, Ms M A Farlow, Mrs C L
	Fitzalan Howard, Ms L R Fordham and Mr W P Wyatt
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
PSS	means the Caledonia Investments 2011 Performance Share Scheme and the
	Caledonia Investments 2020 Performance Share Scheme
SIP	means the Caledonia Investments Share Incentive Plan
Takeover Code	means the City Code on Takeovers and Mergers
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 18 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

4 Caledonia Investments plc Notice of AGM 2024

Part I - Letter from the Chair

Caledonia Investments plc

Registered and head office

Cayzer House

30 Buckingham Gate

London SW1E 6NN

Registered in England and Wales under No. 235481

7 June 2024
Directors:
David C Stewart	(Chair)
Mathew S D Masters	(Chief Executive Officer)
Robert W Memmott	(Chief Financial Officer)
Jamie M B Cayzer-Colvin¹	(Executive Director)
Farah A Buckley	(Non-Executive Director)
The Hon Charles W Cayzer¹	(Non-Executive Director)
Guy B Davison	(Senior Independent Non-Executive Director)
M Anne Farlow	(Non-Executive Director)
Claire L Fitzalan Howard	(Non-Executive Director)
Lynn R Fordham	(Non-Executive Director)
William P Wyatt¹	(Non-Executive Director)
1. Concert Party Directors.

To Ordinary Shareholders 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-fifth annual general meeting of the Company, which will be held at 6 Park Place, St James's, London SW1A 1LR, at 11.30 a.m. on Wednesday 17 July 2024 and to seek your approval of them. The notice of AGM is set out at the end of this document.

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 [e-mail] by no later than 11.30 a.m. on Monday 15 July 2024. 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 following the conclusion of the meeting.

The first part of the AGM (resolutions 1 to 16 inclusive) will address the ordinary business of the AGM. The second part of the AGM (resolutions 17 to 22 inclusive) will seek the necessary shareholder approvals for:

• the Authority to Make Market Purchases;
• a waiver which the Panel has agreed to grant (subject to Independent Shareholders' approval) of any obligation on the Concert Party under Rule 9 of the Takeover Code which might arise if the Company makes purchases of Ordinary Shares pursuant to the Authority to Make Market Purchases;
• the renewal of the Company's authority to allot unissued Ordinary Shares;
• the renewal of the Directors' authority to allot Ordinary Shares, or transfer Ordinary Shares from treasury, on a non pre- emptive basis;
• the renewal of the Directors' authority to convene general meetings of the Company, other than annual general meetings, on 14 clear days' notice; and
• the adoption of the Caledonia Investments Share Incentive Plan, an all-employeetax-favoured share plan under the relevant tax rules.

All of the resolutions to be proposed at the AGM (including for the proposals outlined above) are explained in further detail below.

2. Ordinary business

The ordinary business of the AGM comprises resolutions 1 to 16 inclusive.

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Resolution 1: Annual Report

The Directors are required to lay the Annual Report before the AGM. The Directors approved the Annual Report on 20 May 2024. Although not a statutory requirement, resolution 1 seeks the approval of the Annual Report by Ordinary Shareholders.

A copy of the Annual Report accompanies this document.

Resolution 2: Directors' remuneration report

The Directors' remuneration report comprises three sections:

• an annual statement by the Chair of the Remuneration Committee, which summarises and explains the major decisions taken and changes made to Directors' remuneration during the year;
• a remuneration policy, which sets out the framework for future remuneration payments to Directors; and
• an annual report on Directors' remuneration, which sets out payments made to Directors during the year.

The statement by the Chair of the Remuneration Committee and the annual report on Directors' remuneration are required to be put to an annual advisory vote of shareholders. The remuneration policy is subject to a binding vote of shareholders and must be approved at least every three years, although an earlier vote will be required if the Remuneration Committee wishes to implement any policy changes or if an advisory vote on an annual report on Directors' remuneration is not passed. The current remuneration policy was approved by shareholders at the 2023 AGM and no changes are proposed to it this year.

Resolution 3: Final dividend

The Directors have proposed a final dividend of 51.47p per Ordinary Share for the year ended 31 March 2024, payable on

1 August 2024 to Ordinary Shareholders on the register of members as at the close of business on 28 June 2024. Resolution 3 seeks Ordinary Shareholders' approval of this dividend.

Resolutions 4 to 14: Election and re-election of Directors

In accordance with the provisions of the UK Corporate Governance Code, all of the Directors are offering themselves for re- election, or, in the case of Mr R W Memmott, who was appointed on 1 September 2023, election, as set out in resolutions 4 to 14.

Biographies of the directors proposed for election or re-election, including details of the specific experience and attributes that they bring to the Board and why their contributions are, and continue to be, important to the Company's long-term sustainable success, are set out below.

• Mr D C Stewart, Chair (resolution 4)
  David Stewart was appointed a non-executive director of Caledonia in 2015 and Chair in July 2017 and is also Chair of the Nomination Committee and a member of the Remuneration Committee. Having begun his career at Swire Pacific in 1981, he joined James Capel in 1986 and then Fidelity Investments in 1994, where he was Head of Emerging Markets and subsequently European President. From 2005 until 2012, he was Chief Executive Officer of Odey Asset Management.
  He is Chairman and co-founder of IMM Associates, Chairman of Hermes Investment Management and serves on the board of Longview Partners.
  Mr Stewart brings to the Board extensive experience of international business and asset management in the UK, Asia and emerging markets, which enable him to provide effective leadership of Caledonia's Board and valuable insight and advice in relation to the Company's global portfolio.
  Mr Stewart was appointed to the Board as an independent non-executive director in March 2015, before taking on the role of Chair in July 2017. The Board, on the recommendation of the Nomination Committee, which was chaired by Guy Davison, Caledonia's Senior Independent Director, extended Mr Stewart's tenure as chair in May 2023 until the Company's annual general meeting to be held in 2025, subject to his annual re-election by shareholders. This extended Mr Stewart's service on the Board by a little over one year, beyond the nine years recommended in the UK Corporate Governance Code. As previously reported, the extension was considered appropriate following a period of notable board development which included the appointment of three new non-executive directors and two executive directors since January 2022.

6 Caledonia Investments plc Notice of AGM 2024

• Mr M S D Masters, Chief Executive Officer (resolution 5)
  Mat Masters joined Caledonia in 2006 with a broad role across the investment portfolio. He became Head of the Capital portfolio in 2010, before taking on increased responsibility for the Income strategy in 2019 when he was promoted to Head of Quoted Equity. He was appointed as Chief Executive Officer designate on 1 April 2022, and succeeded Mr W P Wyatt in July 2022. Mr Masters specialised in corporate finance before joining Caledonia, helping small and mid-sized companies access private equity finance. He has served on numerous private and public company boards.
  A qualified accountant, Mr Masters brings to the board investment expertise, senior management, international business experience and leadership skills to enable him to execute the Board's strategy.
• Mr R W Memmott, Chief Financial Officer (resolution 6)
  Rob Memmott was appointed as Caledonia's Chief Financial Officer in September 2023. He is a chartered accountant and has significant listed company experience, having previously served as CFO of Arrow Global Group plc, which included its successful IPO, and John Laing Group plc before its take private transaction with KKR. Prior to this, Mr Memmott was Finance Director of Leeds Bradford International Airport and Alfred McAlpine Infrastructure Services and CFO at Servisair- Globeground. He is Treasurer and Pro Chancellor of the University of Sheffield.
  Mr Memmott brings to the board extensive commercial and financial experience, with over 20 years' experience in senior financial leadership roles.
• Mr J M B Cayzer-Colvin, Executive Director (resolution 7)
  Jamie Cayzer-Colvin joined the Caledonia group in 1995, initially working at its Amber speciality chemicals subsidiary before becoming an investment executive at Caledonia's head office in 1999. He was appointed a director in 2005 and has held board positions at numerous Caledonia investee companies. He is currently a member of the advisory committees of a number of Caledonia's fund investments. He also chairs The Caledonia Investments Charitable Foundation and the RHS Pension Scheme. He has previously served as Chairman of The Henderson Smaller Companies Investment Trust and as a non-executive director of Polar Capital Holdings and Polar Capital Funds.
  Mr Cayzer-Colvin brings to the Board broad senior management experience and investment expertise and he specifically contributes to the long-term sustainable success of the Company through his leadership of Caledonia's funds investment strategy.
• The Hon C W Cayzer, Non-Executive Director (resolution 8)
  Having gained experience of merchant banking, commercial banking and corporate and project finance with Baring Brothers, Cayzer Irvine and Cayzer Ltd, The Hon Charles Cayzer was appointed an executive director of Caledonia in 1985, becoming non-executive in 2012, and is also a member of the Nomination Committee. During his period as an executive director of Caledonia, he was responsible for a large number of investment acquisitions and disposals and served on the boards of many investee companies, mostly in the property and hotels sectors. He is currently Chairman of Cayzer Trust and the Bedford Estates.
  The Hon C W Cayzer brings to the Board extensive knowledge of the commercial property sector and broad commercial management experience, which enable him to provide insight and constructive challenge across the breadth of Caledonia's investment activities.
• Mr W P Wyatt, Non-Executive Director (resolution 9)
  Will Wyatt joined the Caledonia group in 1997 from Close Brothers Corporate Finance, working at Sterling Industries before transferring to Caledonia's head office in 1999 as an investment executive. He was appointed a director in 2005, serving as Chief Executive from 2010 until becoming a non-executive director in 2022. He is also a member of the Nomination Committee. He has held board positions at numerous Caledonia investee companies and is currently a non-executive director of Cobehold. He is a trustee of the Rank Foundation and Chairman of Real Estate Investors.
  Mr Wyatt brings to the Board corporate finance and investment expertise, broad senior management experience and team leadership skills, which benefit the successful delivery of the Board's strategy.

7

• Ms F A Buckley, Independent Non-Executive Director (resolution 10)
  Farah Buckley joined the Board as a non-executive director of Caledonia in March 2023. She is a member of the Governance, Nomination and Remuneration Committees. Previously the Head of Investment Solutions at asset manager Hermes GPE and the Head of UK at Adveq, the Swiss private equity investor, Ms Buckley has spent over 20 years working in financial services across audit, mergers and acquisitions and private equity. During her time at boutique corporate finance house McQueen she worked on numerous transactions within the retail, consumer and leisure sectors. A qualified chartered accountant, she gained her ACA qualification at Deloitte. Ms Buckley is a non-executive director at Aurora Investment Trust, Apollo Syndicate Management and Leeds Building Society in addition to acting as an adviser to technology start-up Grafterr.
  Ms Buckley brings extensive innovation and strategy experience to the board with a particular focus on technology and environmental, social and governance matters.
• Mr G B Davison, Senior Independent Non-Executive Director (resolution 11)
  Guy Davison joined the Board as a non-executive director of Caledonia in January 2018. He is Senior Independent Director, Chair of the Governance Committee and is a member of the Audit and Risk and Nomination Committees. After qualifying as a chartered accountant, he spent four years at Larpent Newton before joining Cinven, the leading international private equity firm, in 1988 as a founding partner, remaining with the firm until his retirement in January 2017. During that time, he was central to the development and expansion of the business from the time of its buy-out from British Coal in 1995
  to an international operation which today has offices throughout Europe and North America. During his 29 years at Cinven, he represented the firm as Chairman or non-executive director at some 25 of its portfolio companies and now sits on the board of Cinven Funds. He also served on the board of Ascot Authority (Holdings).
  Mr Davison brings to the Board over 30 years' knowledge and experience of private equity investing, both in the UK and in Europe, which is of particular benefit to the Board and Caledonia's Private Capital team in evaluating new unquoted investment opportunities and managing its existing unquoted portfolio.
• Ms M A Farlow, Independent Non-Executive Director (resolution 12)
  Anne Farlow was appointed as a non-executive director of Caledonia in March 2022. She is Chair of the Remuneration Committee and a member of the Audit and Risk, Governance and Nomination Committees. Ms Farlow was a director at Electra Partners in London and Hong Kong from 1992 to 2000, before joining Providence Equity Partners where she was a London-based director until 2005. She has worked with both established and early-stage companies during her private equity and investment career across a range of different sectors and jurisdictions. Based in Hong Kong since 2007, she served as non-executive chair of Pershing Square Holdings until May 2024 and is currently a non-executive director of Blue River Acquisition Corp.
  Ms Farlow brings to the board extensive private equity and investment experience in Europe, North America and Asia, enabling her to provide constructive challenge across a broad range of the Company's investments.
• Mrs C L Fitzalan Howard, Independent Non-Executive Director (resolution 13)
  Claire Fitzalan Howard was appointed as a non-executive director of Caledonia in July 2019 and is a member of the Governance, Nomination and Remuneration Committees. She spent five years at Kleinwort Benson before joining Gauntlet Insurance Services, a privately-owned insurance broking company specialising in high net worth clients, where she held an executive role until 1996, and served as a non-executive director between 2004 and 2019. She is a non-executive director of Schroders and is involved in a number of charitable trusts and foundations, including as a director of the Schroder Charity Trust and as a trustee of the Schroder Foundation.
  Mrs Fitzalan Howard brings to the Board her broad experience in both the financial services and charitable sectors, as well as a deep experience of public and private businesses with significant family shareholdings.
• Ms L R Fordham, Independent Non-Executive Director (resolution 14)
  Lynn Fordham was appointed as a non-executive director of Caledonia in January 2022 and is Chair of the Audit and Risk Committee and a member of the Governance and Nomination Committees. She is a chartered accountant and was most recently Managing Partner of private investment firm Larchpoint Capital LLP, a position she held from June 2017 to 2021. Prior to joining Larchpoint, Ms Fordham was CEO of SVG Capital for eight years, having previously served as CFO. Before that she held senior finance, risk and strategy positions at Barratt Developments, BAA, Boots, ED&F Man, BAT and Mobil Oil. She also served as a non-executive director on the board of Fuller, Smith & Turner for seven years until 2018, chairing its Audit Committee. She is currently Chair of RMA-The Royal Marines Charity and a non-executive director of Dominos Pizza Group, NCC Group, Enfinium and NewRiver REIT.
  Ms Fordham brings to the Board wide ranging listed company, private equity and finance experience across a range of sectors, the latter being of particular importance to her role as Chair of the Audit and Risk Committee.

8 Caledonia Investments plc Notice of AGM 2024

Following completion of the Board's annual evaluation process, the Nomination Committee is of the opinion (confirmed by the Chair) that all of the directors offering themselves for election or re-election continue to make effective contributions to the performance of the Board and to demonstrate commitment to their roles as directors, including commitment of time for board and committee meetings and any other duties. Accordingly, the Nomination Committee recommends that all of the directors proposed for election or re-election at the AGM should be elected or re-elected.

Under the Listing Rules, where a premium listed company has a controlling shareholder or shareholders (being a person or persons acting in concert who exercise or control 30 per cent. or more of the company's voting rights), the election or re-election of any director determined by its board to be independent must be approved by a majority vote of both (i) all of the shareholders of the company; and (ii) the independent shareholders, being those who are not controlling shareholders. If the election or reelection of an independent director is not approved by votes of both all shareholders and the independent shareholders and the company still wishes to propose that director for election or re-election, it must propose a further resolution, to be approved by all shareholders, at a meeting which must be held more than 90 days, but within 120 days, of the first votes. In the interim, the relevant independent director is treated as having been elected or re-elected until the meeting at which the further resolution is proposed. The level of the shareholding of the Concert Party in Caledonia means that these provisions apply to Caledonia's independent directors.

The Board has determined that Ms Buckley, Mr Davison, Ms Farlow, Mrs Fitzalan Howard and Ms Fordham are independent and accordingly the resolutions for their re-election (resolutions 10 to 14 inclusive) will be subject to the dual voting procedure described above. Single resolutions will be proposed at the AGM for the election or re-election of each director on which all shareholders may vote, but the Company will separately count the number of votes cast in favour by Independent Shareholders to determine whether the second requisite majority has been met. The Company will announce the results of the votes on each basis after the AGM has been held.

The Listing Rules also require that, where a premium listed company has a controlling shareholder, a circular to shareholders relating to the election or re-election of an independent director must include details of any existing or previous relationship, transaction or arrangement that the proposed independent director has, or has had, with the listed company, its directors, any controlling shareholder or any associate of a controlling shareholder. It must also include a description of why the listed company considers the proposed independent director will be an effective director, how the listed company has determined that the proposed director is independent and the process followed by the listed company for the selection of the proposed independent director.

Caledonia has received confirmation from each of the above directors that, other than by virtue of their positions as directors of Caledonia or as present or past shareholders in the Company, there are no existing or previous relationships, transactions or arrangements as referred to above requiring disclosure.

The attributes that enable the independent directors to make an effective contribution to the Board and the specific reasons why their contributions are, and continue to be, important to the Company's long-term sustainable success are described in their biographies above. To determine their independence, the Board has taken into account the experience and standing of the individual directors concerned and the strength of character and judgement demonstrated by them.

To recruit new independent non-executive directors, the Nomination Committee will normally engage an independent search consultant to find appropriate candidates with the requisite skills, although the Nomination Committee may also consider candidates introduced from other sources. All of the independent directors proposed for re-election were selected following a search assisted by external consultants.

None of the Executive Directors has a contract of service which cannot be terminated within one year. The Non-Executive Directors seeking re-election are appointed under letters of appointment which do not provide any entitlement to compensation in the event of their ceasing to be directors.

Resolutions 15 and 16: Re-appointment and remuneration of the auditor

Resolution 15 seeks approval, as recommended by Caledonia's Audit and Risk Committee, for the re-appointment of BDO LLP as auditor to the Company until the conclusion of the next general meeting of the Company at which accounts are laid. Resolution 16 will give authority to the Directors, acting through the Audit and Risk Committee, to agree the auditor's remuneration.

9

3. Special business

The special business to be considered at the AGM comprises resolutions 17 to 22 inclusive.

Resolution 17: Authority to make market purchases by the Company of its Ordinary Shares

Authority was granted by Ordinary Shareholders of the Company at the 2023 AGM to purchase up to a maximum of 5,466,300 Ordinary Shares, representing approximately 10 per cent. of the then issued Ordinary Shares. Ordinary Shareholders are being asked by resolution 17, which will be proposed as a special resolution, to grant a new authority (which will replace the existing authority) to Caledonia to purchase up to a maximum of 5,437,344 Ordinary Shares, which represents approximately 10 per cent. of the issued Ordinary Shares as at the Latest Practicable Date.

If the resolution is passed, it will empower the Company to make market purchases on the London Stock Exchange of up to

5,437,344 Ordinary Shares at a price per Ordinary Share not more than the higher of:

1. 5 per cent. above the average of the middle market quotations for Ordinary Shares during the five Business Days preceding any such purchase; and
2. the higher of:
3. 1. the price of the last independent trade in Ordinary Shares; and
   2. the highest current independent bid relating thereto on the trading venue where the purchase is carried out;

nor less than 5p, being the nominal value of an Ordinary Share.

The Authority to Make Market Purchases will only be utilised if the Board believes that purchases of Ordinary Shares will be in the best interests of Caledonia and Ordinary Shareholders as a whole and will result in an increase in net asset value per Ordinary Share. In considering whether to exercise the Authority to Make Market Purchases, the Board will take into account both the longer-term investment opportunities available to Caledonia and any discount at which the Ordinary Shares are trading in the market relative to the net asset value per Ordinary Share.

A purchase of Ordinary Shares by the Company pursuant to the Authority to Make Market Purchases could increase the percentage of voting rights held by the Concert Party. In certain circumstances (described below), such an increase could trigger an obligation on the Concert Party to make a mandatory offer for the whole of the issued share capital of the Company pursuant to the Takeover Code. Accordingly, Independent Shareholders will be asked to renew the waiver of the mandatory offer provisions granted at the 2023 AGM such that purchases of Ordinary Shares by the Company pursuant to the Authority to Make Market Purchases will not trigger a requirement for the Concert Party to make a mandatory offer for the entire issued share capital of the Company. Further details relating to this waiver are set out below.

There are currently outstanding awards over 978,241 Ordinary Shares under the PSS and over 75,281 Ordinary Shares under the Deferred Bonus Plan, in aggregate representing approximately 1.94 per cent. of the issued Ordinary Shares as at the Latest Practicable Date. If the Authority to Make Market Purchases was exercised in full, the Ordinary Shares under award would represent approximately 2.15 per cent. of the issued Ordinary Shares. It is, however, the Board's policy, where possible, to source awards exercised under the PSS using Ordinary Shares held by the Employee Share Trust, thereby avoiding dilution of Ordinary Shareholders' holdings. Awards exercised under the Deferred Bonus Plan may only be satisfied using Ordinary Shares held by the Employee Share Trust.

The Authority to Make Market Purchases, if granted, will expire at the close of business on 17 October 2025 or, if earlier, at the conclusion of the next annual general meeting of the Company.

Ordinary Shares purchased by the Company pursuant to the Authority to Make Market Purchases may be cancelled, or held in treasury and subsequently cancelled, or sold for cash, or used to satisfy share-based awards issued to employees pursuant to the PSS. Since the 2023 AGM, the Company has purchased 290,219 Ordinary Shares for cancellation. No Ordinary Shares are currently held in treasury.

Resolution 18: Waiver of mandatory offer provisions set out in Rule 9 of the Takeover Code

Resolution 18, the Waiver Resolution, which will be proposed as an ordinary resolution, seeks Independent Shareholders' approval on a poll of a waiver of the obligation that could arise on the Concert Party to make a general offer for the entire issued share capital of the Company as a result of purchases by the Company of Ordinary Shares pursuant to the Authority to Make Market Purchases.

The Company has agreed with the Panel that a group of Ordinary Shareholders should be treated as acting in concert for the purposes of the Takeover Code. As at the Latest Practicable Date, these shareholders, being Cayzer Trust, the Concert Party Directors, the Employee Share Trust, the directors of Cayzer Trust and other members of the wider Cayzer family, details of whom are disclosed in paragraph 4.6 of Part II of this document, between them were interested in 26,566,929 Ordinary Shares, representing approximately 48.86 per cent. of the shares carrying voting rights of the Company. The Concert Party's highest

10 Caledonia Investments plc Notice of AGM 2024