2014 resolutions and results

2014 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.

2014

In accordance with section 311A(1) of the Companies Act 2006, the Company confirms the following:-

The Company’s issued share capital as at 24 March 2014 consists of:-

139,949,969 ordinary shares of 10p each of which 4,161,181 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 135,781,788 votes, being holders of the ordinary shares of 10p each.

No members’ statements, members’ resolutions or members’ matters of business have been received by the Company.

2014 Results

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