The eighty-ninth Annual General Meeting of Croda International Plc was held at the Royal York Hotel, Station Road, York, North Yorkshire, YO24 1AA on Thursday 24 April 2014.

Proxy votes were received from ordinary shareholders in respect of 90,971,135 ordinary shares amounting to 66.99% of the issued share capital.  The total number of ordinary shares in issue:  135,781,788 (excluding shares held in treasury). 

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 2013

90,751,598

127,882

1,628

154,506

2.     To approve the directors' remuneration policy to take effect from 24 April 2014

88,907,426

1,596,432

1,628

530,128

3.     To approve the directors' remuneration report for the year ended 31 December 2013 (excluding the directors' remuneration policy)

89,268,157

1,534,605

1,628

231,224

4.     To declare a final dividend of 35.5p per ordinary share

90,968,597

910

1,628

148,582

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

89,963,313

1,001,364

1,628

153,412

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

89,203,924

1,759,228

1,628

154,937

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

86,581,123

4,383,394

1,628

153,572

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

83,091,308

7,872,962

1,628

153,819

9.     To elect H L Ganczakowski as a director

90,615,637

349,209

1,628

153,243

10.   To re-elect K Layden as a director

89,954,338

926,436

1,628

153,212

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

90,319,671

560,420

1,628

153,895

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

90,192,638

688,029

1,628

153,319

13.   To re-appoint PricewaterhouseCoopers LLP as auditors

88,511,913

2,090,539

1,628

431,534

14.   To determine the auditors' remuneration

89,161,776

1,440,010

1,628

432,200

15.   Political donations

86,483,328

3,862,533

1,628

688,125

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

85,978,100

4,082,066

1,628

973,820

17.   To authorise the directors to allot equity securities without pre-emptive rights up to an aggregate nominal amount of £678,909

87,863,019

2,701,759

1,628

469,208

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

90,793,559

37,171

1,628

203,256

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

82,717,033

7,562,745

1,628

754,208

20.   To adopt new Performance Share Plan Rules

88,875,429

1,987,690

1,628

170,867

Resolutions 1 to 16 (inclusive) and 20 were passed as ordinary resolutions and resolutions 17 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

24 April 2014