2015 resolutions and results

Notice of Annual General Meeting

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.

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

The Company’s issued share capital as at 19 March 2015 consists of:
1. 139,949,969 ordinary shares of 10p each of which 4,161,181 are held in treasury;
2. 615,562 5.9% cumulative preference shares of £1 each;
3. 498,434 6.6% cumulative preference shares of £1 each; and
4. 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.

Resolution	Votes For		Against		Withheld
Resolution	No of shares	% of shares voted	No of shares	% of shares voted	No of shares
1. To receive the financial statements of the Company and the Group and the reports of the directors and auditors for the year ended 31 December 2013	97,355,570	100.00	4,444	0.00	29,135
2. To approve the directors' remuneration report (excluding the directors' remuneration policy) for the year ended 31 December 2014, in accordance with s439 of the Companies Act 2006	87,373,001	90.17	9,525,613	9.83	490,535
3. To declare a final dividend of 36p per ordinary share	96,711,136	100.00	4,366	0.00	673,647
4. To re-elect A M Ferguson as a director	95,835,433	98.45	1,512,846	1.55	40,870
5. To re-elect M C Flower as a director	96,357,954	98.97	1,006,406	1.03	24,789
6. To re-elect S E Foots as a director	94,153,439	96.70	3,208,338	3.30	27,372
7. To elect A M Frew as a director	96,972,646	99.60	388,837	0.40	27,666
8. To re-elect H L Ganczakowski as a director	96,598,279	99.21	766,081	0.79	24,789
9. To re-elect K Layden as a director	95,843,228	98.44	1,520,754	1.56	25,167
10. To elect J K Maiden as a director	95,784,910	98.38	1,576,927	1.62	27,307
11. To re-elect P N N Turner as a director	96,597,313	99.21	767,047	0.79	24,789
12. To re-elect S G Williams as a director	95,310,102	97.89	2,054,618	2.11	24,429
13. To re-appoint PricewaterhouseCoopers LLP as auditors	95,183,436	97.76	2,179,938	2.24	25,725
14. To determine the auditors' remuneration	96,011,438	98.61	1,352,836	1.39	24,825
15. Political donations	95,618,025	98.41	1,543,586	1.59	227,488
16. Authorise the directors to allot relevant securities up to two thirds of its issued share capital	89,105,817	94.54	5,142,089	5.46	3,141,193
17. To authorise the directors to allot equity securities without pre-emptive rights up to an aggregate nominal amount of £678,909	95,814,441	98.74	1,220,719	1.26	353,939
18. To authorise market purchase of own shares up to a maximum of 13,578,178 ordinary shares	97,291,342	99.92	76,246	0.08	21,511
19. That a general meeting (other than an annual general meeting) may be called on not less than 14 clear days' notice	89,399,452	91.82	7,964,557	8.18	25,090

2015 resolutions and results

Notice of Annual General Meeting

2015 Results