2013 resolutions and results
Resolutions
Croda International Plc (the “Company”) has today posted notice of its Annual General Meeting (“AGM”) to shareholders who elected to continue receiving documents from the Company in hard copy form.
The matters set out in the notice of meeting can be viewed in the copy of the notice here.
2013
In accordance with section 311A(1) of the Companies Act 2006, the Company confirms the following:-
- The Company’s issued share capital as at 22 March 2013 consists of:
- 139,949,969 ordinary shares of 10p each of which 4,646,198 are held in treasury;
- 615,562 5.9% cumulative preference shares of £1 each;
- 498,434 6.6% cumulative preference shares of £1 each; and
- 21,900 7.5% cumulative preference shares of £1 each.
- The total number of shares in the Company in respect of which members are entitled to exercise voting rights at the meeting is:-
- 135,303,771 votes in respect of resolutions 1 to 18 (inclusive) and resolution 20 being holders of the ordinary shares of 10p each;
- 136,417,767 votes in respect of resolution 19 being holders of the ordinary shares of 10p each, 5.9% cumulative preference shares of £1 each and 6.6% cumulative preference shares of £1 each.
No members’ statements, members’ resolutions or members’ matters of business have been received by the Company.
2013 Results
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