2020 resolutions and results
2020 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. An amendment to the Notice of Meeting was issued to shareholders on 24 March 2020.
The matters set out in the notice of meeting can be viewed in the copy of the notice here.
2020
The matters set out in the notice of meeting can be viewed in the copy of the notice below.
In accordance with section 311A of the Companies Act 2006, the Company confirms the following:-
- The Company’s issued share capital as at 16 March 2020 consists of:-
- 131,906,881 ordinary shares of 10.609756p each of which 3,018,203 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 128,888,678 votes, being holders of the ordinary shares of 10.609756p each.
No members’ statements, members’ resolutions or members’ matters of business have been received by the Company.
The ninety-fifth Annual General Meeting of Croda International Plc (the "Company") was held at Cowick Hall, Snaith, Goole, East Yorkshire, DN14 9AA on Thursday 23 April 2020.
All of the resolutions were voted upon by poll and were passed by shareholders. The total number of ordinary shares in issue: 128,888,678 (excluding shares held in treasury)
The results of the poll for each resolution are as follows:
Resolution |
Votes For |
Against |
Withheld |
||
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 2019 |
99,332,313 |
99.99 |
879 |
0.01 |
496,151 |
2. To approve the Directors’ Remuneration Policy |
97,230,580 |
97.55 |
2,445,834 |
2.45 |
152,926 |
3. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the year ended 31 December 2019 |
96,844,492 |
97.16 |
2,833,300 |
2.84 |
151,550 |
4. To declare a final dividend of 50.5 pence per ordinary share |
98,865,999 |
99.18 |
814,485 |
0.82 |
148,859 |
5. To re-elect R Cirillo as a director |
96,309,098 |
96.62 |
3,366,898 |
3.38 |
153,346 |
6. To re-elect J P C Ferguson as a director |
97,425,290 |
97.74 |
2,250,466 |
2.26 |
153,586 |
7. To re-elect S E Foots as a director |
97,885,438 |
98.20 |
1,791,829 |
1.80 |
152,075 |
8. To re-elect A M Frew as a director |
95,533,623 |
96.92 |
3,039,945 |
3.08 |
1,255,773 |
9. To re-elect H L Ganczakowski as a director |
97,135,026 |
97.45 |
2,540,211 |
2.55 |
154,105 |
10. To re-elect K Layden as a director |
94,735,622 |
95.04 |
4,941,645 |
4.96 |
152,075 |
11. To re-elect J K Maiden as a director |
97,752,210 |
98.07 |
1,923,536 |
1.93 |
153,596 |
12. To elect J Ramsay as a director |
96,486,966 |
96.80 |
3,188,780 |
3.20 |
153,596 |
13. To re-appoint KPMG LLP as auditors of the Company |
99,674,503 |
99.99 |
5,096 |
0.01 |
149,744 |
14. To authorise the Audit Committee to determine the auditors' remuneration |
99,678,854 |
99.99 |
1,096 |
0.01 |
149,393 |
15. Political donations |
95,525,318 |
95.85 |
4,138,373 |
4.15 |
165,651 |
16. To authorise the directors to allot relevant securities up to two thirds of its issued share capital |
90,144,229 |
90.66 |
9,290,515 |
9.34 |
394,598 |
17. To authorise the directors to allot equity securities without pre-emptive rights up to an aggregate nominal amount of £683,739 |
96,506,566 |
97.09 |
2,891,727 |
2.91 |
431,050 |
18. To authorise the directors to allot equity securities without pre-emptive rights up to an additional aggregate nominal amount of £683,739 |
97,640,640 |
98.24 |
1,749,513 |
1.76 |
439,189 |
19. To authorise market purchase of own shares up to a maximum of 12,888,867 ordinary shares |
98,080,735 |
98.41 |
1,584,217 |
1.59 |
164,390 |
20. That a general meeting (other than an annual general meeting) may be called on not less than 14 clear days' notice |
91,493,342 |
91.80 |
8,174,242 |
8.20 |
161,758 |
21. That the rules of the Croda International Plc Performance Share Plan 2014 be amended |
97,678,792 |
98.01 |
1,983,431 |
1.99 |
167,117 |
Resolutions 1 to 15 (inclusive) and resolution 21 were passed as ordinary resolutions and resolutions 16 to 20 (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 https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Tom Brophy
Group General Counsel, Company Secretary & MD Western Europe
23 April 2020