Caledonia Investments : Proxy Form 2023 AGM

Attendance card - Caledonia Investments plc

Annual General Meeting

To be held at 11.30 a.m. on 19 July 2023 at Cayzer House, 30 Buckingham Gate, London SW1E 6NN.

If you wish to attend this meeting in your capacity as a holder of ordinary shares in Caledonia Investments plc, please sign this card and on arrival hand it to the Company's registrar. This will facilitate entry to the meeting.

Signature of	Bar Code:
person attending

Form of proxy - Caledonia Investments plc	Please tear off and return this form of proxy.

Annual General Meeting

Bar Code:

Investor Code:

Event Code:

Before completing this form, please read the explanatory notes. You may submit your proxy form by post, by personal delivery, online, via the LinkVote+ app, via the CREST Proxy Voting Service or, for institutional investors, via the Proxymity platform. Please see explanatory note 4 for further details.

I/We being a member/members of Caledonia Investments plc ('Company') hereby appoint the Chairman of the meeting OR the following person*

Name of proxy		Number of shares
		proxy appointed over

Please leave the name of proxy blank if you have appointed the Chairman. Do not insert your own name(s) here.

as my/our proxy to vote at the annual general meeting of the Company to be held at 11.30 a.m. on 19 July 2023 at Cayzer House, 30 Buckingham Gate, London SW1E 6NN and at any adjournment(s) thereof on the following resolutions as I/we have indicated below with an 'X'. If no indication is given, my/our proxy will vote or abstain from voting at his or her discretion and I/we authorise my/our proxy to vote (or abstain from voting) as he or she thinks fit in relation to any business of the meeting.

*For the appointment of more than one proxy please refer to explanatory note 2.	Please tick here if this proxy is one of multiple appointments being made

RESOLUTIONS	(please mark 'X' to indicate		Against	Vote withheld
		how you wish to vote)	For
1.	To receive and adopt the annual report and accounts for the year				12. To re-elect Mr G B Davison as a director
	ended 31 March 2023
2.	To approve the directors' remuneration report for the year ended				13. To re-elect Ms M A Farlow as a director
	31 March 2023 (other than the directors' remuneration policy)				14. To re-elect Mrs C L Fitzalan Howard as a director
3.	To approve the directors' remuneration policy
				15. To re-elect Ms L R Fordham as a director
4.	To approve and declare a final dividend of 49.2p per ordinary share
				16. To re-appoint BDO LLP as auditor
5.	To re-elect Mr D C Stewart as a director
				17. To authorise the directors to agree the auditor's remuneration
6.	To re-elect Mr M S D Masters as a director
				18. To grant the Company authority to make market purchases of its own shares
7.	To re-elect Mr T J Livett as a director
			19. To approve the waiver of the mandatory offer provisions set out in Rule 9 of the
8.	To re-elect Mr J M B Cayzer-Colvin as a director				City Code on Takeovers and Mergers in relation to the Cayzer Concert Party*
				20. To authorise the allotment of unissued shares
9.	To re-elect The Hon C W Cayzer as a director
				21. To authorise the allotment of shares on a non pre-emptive basis
10.	To re-elect Mr W P Wyatt as a director
			22. To authorise the convening of general meetings (other than annual general
11.	To elect Ms F A Buckley as a director				meetings) on not less than 14 clear days' notice

* The shareholders who are deemed to form the Cayzer Concert Party for the purposes of the City Code on Takeovers and Mergers are not eligible to vote on this resolution.

For	Against	Vote withheld

Signature(s)

Date

Explanatory notes

1. As a member of the Company, you have the right to appoint some other person of your choice, who need not be a member of the Company, as your proxy to exercise on your behalf all or any of your rights to attend, speak and vote at the meeting. If you wish to appoint a person other than the Chairman of the meeting, please insert the name of your chosen proxy in the space provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the appropriate box the number of shares in relation to which the proxy is authorised to act. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or, if this proxy has been issued in respect of a designated account, the full voting entitlement for that designated account). If you wish your proxy to make any comments at the meeting on your behalf, you will need to appoint as your proxy someone other than the Chairman and give appropriate instructions to that person directly.
2. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. In the event of a conflict between a blank form of proxy and a form of proxy which states the number of shares to which it applies, the specific form of proxy shall be counted first, regardless of whether it was sent or received before or after the blank form of proxy and any remaining shares in respect of which you are the registered holder will be apportioned to the blank form of proxy. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
   To appoint more than one proxy, additional forms of proxy may be obtained by contacting the registrar's helpline on 0371 664 0300. Calls are charged at the standard geographical rate and will vary by provider. If you are calling from outside the United Kingdom please call [phone]. Calls outside the United Kingdom will be charged at the applicable international rate. The lines are open from 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Alternatively, you may copy this form. Please indicate in the appropriate box the number of shares in relation to which the proxy is authorised to act. Please also indicate, by ticking the box provided, if the proxy instruction is one of multiple instructions being given. The aggregate number of shares in respect of which you have appointed proxies should not exceed the number of shares held by you.
3. The 'vote withheld' option is to enable you to abstain on any particular resolution. However, it should be noted that a 'vote withheld' is not a vote in law and will not be counted in the calculation of the proportion of votes 'for' and 'against' the resolution. If no voting indication is given, your proxy will vote, or abstain from voting, as he or she thinks fit.
4. To be valid, this form of proxy must be deposited, so as to be received no later than 11.30 a.m. on 17 July 2023, with the Company's registrar, Link Group, by post to Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL or by hand during normal business hours to Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Alternatively, you can appoint a proxy online at www.signalshares.com using your investor code which can be found on your share certificate, via the LinkVote+ app or, if your shares are held in CREST, via the CREST Proxy Voting Service. Fuller details of the CREST Proxy Voting Service are contained in note 4 to the notice of the annual general meeting contained in the circular to shareholders accompanying this form of proxy. For institutional investors, details on the Proxymity platform can be found at www.proxymity.io.
5. Corporations must execute this form under their common seal or as a deed or under the hand of a duly authorised officer, attorney or other person authorised to sign.

1. In the case of joint holders, only one need sign and the vote of the senior who tenders a vote, whether in person or by proxy or (in the case of a corporation) by authorised representative, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
2. The return of a completed form of proxy will not preclude you from attending in person and voting at the meeting. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
3. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those holders of ordinary shares entered on the register of members of the Company as at the close of business on 17 July 2023 or, in the event that the meeting is adjourned, on the register of members 48 hours before the time of any adjourned meeting(s), shall be entitled to attend and/or vote in respect of the number of ordinary shares registered in their names at that time. Changes to the entries on the register of members after the close of business on 17 July 2023 or, in the event that the meeting is adjourned, on the register
   of members 48 hours before the time of any adjourned meeting(s), shall be disregarded in determining the rights of any person to attend or vote at the meeting(s), notwithstanding any provisions in any enactment, the articles of association of the Company or any instrument to the contrary.
4. Fuller details of the above resolutions are contained in the notice of the annual general meeting and in the circular to shareholders accompanying this form of proxy.
5. You may not use any electronic address provided in this form of proxy to communicate with the Company for any purposes other than those expressly stated.

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Address: Cayzer House, 30 Buckingham Gate, London SW1E 6NN

Business Reply Plus

Licence Number

RUCA-ESGL-RSXY

PXS 1

Link Group

Central Square

29 Wellington Street

LEEDS

LS1 4DL