2021 results and resolutions

2021 resolutions

Croda International Plc (the “Company”) has 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.

2021

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

The Company’s issued share capital as at 23 March 2021 consists of:-
1. 142,536,884 ordinary shares of 10.609756p each of which 3,018,203 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:--
1. 139,518,681 votes in respect of resolutions 1 to 19 (inclusive) being holders of the ordinary shares of 10.609756p each; and
2. 140,632,677 votes in respect of resolution 20 being holders of the ordinary shares of 10.609756p 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.

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 2020	110,448,152	99.99	313	0.01	64,142
2. To approve the Directors' Remuneration Report for the year ended 31 December 2020, in accordance with section 439 of the Companies Act 2006	109,189,937	98.82	1,306,221	1.18	16,449
3. To declare a final dividend of 51.5 pence per ordinary share	108,033,109	97.77	2,465,657	2.23	13,841
4. To re-elect R Cirillo as a director	105,675,761	95.64	4,819,655	4.36	17,191
5. To re-elect J P C Ferguson as a director	106,840,294	96.69	3,655,122	3.31	17,191
6. To re-elect S E Foots as a director	108,334,110	98.04	2,161,118	1.96	17,379
7. To re-elect A M Frew as a director	102,155,463	94.28	6,203,154	5.72	2,153,990
8. To re-elect H L Ganczakowski as a director	106,841,432	96.69	3,652,742	3.31	16,433
9. To re-elect K Layden as a director	103,990,358	94.13	6,488,191	5.87	34,058
10. To re-elect J K Maiden as a director	108,204,190	97.93	2,291,226	2.07	17,191
11. To re-elect J Ramsay as a director	104,835,007	94.88	5,660,409	5.12	17,191
12. To re-appoint KPMG LLP as auditors of the Company	110,188,861	99.72	308,481	0.28	15,265
13. To authorise the Audit Committee to determine the auditors' remuneration	110,488,465	99.99	10,097	0.01	14,045
14. Political donations	105,742,755	95.75	4,688,119	4.25	80,928
15. To authorise the directors to allot relevant securities up to two thirds of its issued share capital	100,083,874	90.58	10,411,400	9.42	16,528
16. To authorise the directors to allot equity securities without pre-emptive rights up to an aggregate nominal amount of £740,130	107,966,010	97.98	2,228,295	2.02	317,497
17. To authorise the directors to allot equity securities without pre-emptive rights up to an additional aggregate nominal amount of £740,130	108,897,440	98.82	1,298,680	1.18	314,978
18. To authorise market purchase of own shares up to a maximum of 13,951,868 ordinary shares	107,519,755	97.73	2,503,015	2.27	489,837
19. That a general meeting (other than an annual general meeting) may be called on not less than 14 clear days' notice	101,262,924	91.64	9,235,090	8.36	14,592
20. Approval and adoption of new articles of association	109,292,002	99.70	324,601	0.30	896,004