2023 Results and resolutions

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

Watch the 2023 AGM on demand here

2023

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

The Company’s issued share capital as at 17 March 2023 consists of:-
142,536,884 ordinary shares of 10.609756p each of which 2,901,442 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 139,635,442 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.

17 March 2023

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 2022	115,402,594	99.99	1,620	0.01	120,386
2. To approve the Directors' Remuneration Policy which takes effect immediately after the end of the AGM	108,740,593	94.16	6,741,782	5.84	42,225
3. To approve the Directors' Remuneration Report for the year ended 31 December 2022 (other than the part containing the Directors' Remuneration Policy)	111,790,609	96.80	3,691,283	3.20	42,708
4. To declare a final dividend of 61.0 pence per ordinary share	114,598,435	99.22	901,428	0.78	24,737
5. To elect L Burdett as a director	115,328,465	99.85	170,344	0.15	25,791
6. To re-elect R Cirillo as a director	113,613,064	98.37	1,886,377	1.63	25,159
7. To re-elect J P C Ferguson as a director	113,088,237	97.91	2,411,204	2.09	25,159
8. To re-elect S E Foots as a director	115,412,066	99.92	87,564	0.08	24,970
9. To re-elect A M Frew as a director	113,709,318	98.45	1,790,274	1.55	25,008
10. To re-elect J Kim as a director	113,910,809	98.62	1,588,632	1.38	25,159
11. To re-elect K Layden as a director	106,512,660	92.22	8,986,932	7.78	25,008
12. To re-elect N Ouzren as a director	113,678,250	98.42	1,821,191	1.58	25,159
13. To re-elect J Ramsay as a director	109,095,557	94.46	6,403,884	5.55	25,159
14. To re-appoint KPMG LLP as auditors of the Company	114,649,550	99.27	848,370	0.73	26,680
15. To authorise the Audit Committee to determine the auditors' remuneration	115,497,137	99.99	2,308	0.01	25,155
16. Political donations	110,964,042	96.06	4,550,438	3.94	10,170
17. To authorise the directors to allot relevant securities up to two thirds of its issued share capital	103,757,086	89.83	11,742,895	10.17	24,419
18. To authorise the directors to allot equity securities without pre-emptive rights up to an aggregate nominal amount of £1,481,498	102,372,439	88.63	13,127,318	11.37	24,843
19. To authorise the directors to allot equity securities without pre-emptive rights up to an additional aggregate nominal amount of £1,481,498	97,837,740	84.99	17,279,710	15.01	407,150
20. To authorise market purchase of own shares up to a maximum of 13,963,544 ordinary shares	113,163,022	97.99	2,326,877	2.01	34,701
21. That a general meeting (other than an annual general meeting) may be called on not less than 14 clear days' notice	106,049,068	91.82	9,450,553	8.18	24,979
22. To adopt the Croda International Plc Sharesave Scheme (2023)	114,996,416	99.57	498,857	0.43	29,327
23. To increase the Non-executive directors' fees	110,562,447	95.74	4,920,518	4.26	41,635