The eighty-eighth Annual General Meeting of Croda International Plc was held at Carlton Towers, Carlton, Goole, East Yorkshire DN14 9LZ on Thursday 25 April 2013.

Proxy votes were received from ordinary shareholders in respect of 85,537,622 ordinary shares amounting to 63% of the issued share capital.  The total number of ordinary shares in issue:  135,781,788 (excluding shares held in treasury). 

5.9% and 6.6% Cumulative Preference shareholders were entitled to vote on resolution 19 and their votes are included in the totals shown below.  Proxy votes in respect of 65,500 5.9% preference shares and 150,840 6.6% preference shares were received amounting to 10.64% and 30.26% of the respective issued share capitals.  The total number of 5.9% preference shares in issue: 615,562, 6.6% preference shares in issue: 498,434.

All resolutions put to the meeting were passed on a show of hands.  The proxy votes cast in respect of the resolutions received prior to the meeting were as follows:

Resolution

For

Against

Discretion to Third Party

Withheld

1.     To receive the report of the directors and the financial statements for the year ended 31 December 2012

85,388,015

23,263

5,840

263,628

2.     To approve the directors' remuneration report for the year ended 31 December 2012

82,994,568

1,894,930

5,840

785,408

3.     To declare a final dividend of 32.75 pence per ordinary share

85,515,500

16,282

5,840

143,126

4.     To re-elect M S Christie as a director

84,984,517

541,930

5,840

148,461

5.     To re-elect A M Ferguson as a director

82,933,212

1,302,056

5,840

1,439,638

6.     To re-elect M C Flower as a director

82,988,182

1,425,619

5,840

1,261,107

7.     To re-elect S E Foots as a director

81,418,927

4,107,713

5,840

148,268

8.     To re-elect K Layden as a director

84,962,319

563,254

5,840

149,335

9.     To re-elect S Musesengwa as a director

84,507,336

1,018,610

5,840

148,962

10.   To re-elect P N N Turner as a director

84,504,527

1,020,630

5,840

149,751

11.   To re-elect S G Williams as a director

84,507,248

1,017,260

5,840

150,400

12.   To re-appoint PricewaterhouseCoopers LLP as auditors

83,215,568

2,314,234

5,840

145,104

13.   To authorise the directors to determine the remuneration of PricewaterhouseCoopers LLP

82,527,350

3,000,480

5,840

147,077

14.   Political donations

82,781,878

2,651,144

5,840

241,886

15.   Authorise the directors to allot relevant securities up to two thirds of its issued share capital

79,982,388

4,904,222

5,840

788,298

16.   To authorise the directors to allot equity securities without pre-emptive rights up to an aggregate nominal amount of £699,749

84,548,294

185,758

5,840

940,856

17.   To authorise market purchase of own shares up to a maximum of 13,500,000 ordinary shares

83,869,506

1,657,185

5,840

148,217

18.   That a general meeting (other than an annual general meeting) may be called on not less than 14 clear days' notice

79,717,138

5,808,659

5,840

149,110

19.   To amend the Articles of Association re non-executive directors fees

85,185,149

319,370

5,840

170,389

20.   To adopt new Sharesave Scheme Rules

84,836,490

671,370

5,840

167,048

Resolutions 1 to 15 (inclusive) and 20 were passed as ordinary resolutions and resolutions 16 to 19 (inclusive) were passed as special resolutions.  The full text of the resolutions is set out in the Notice of Annual General Meeting, a copy of which is on the Company's website (investor centre) and has also been made available for inspection through the National Storage Mechanism which can be found at http://www.morningstar.co.uk/uk/NSM.

Tom Brophy

Group General Counsel & Company Secretary   

25 April 2013