2017 resolutions and results

2017 resolutions

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.

2017

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

The Company’s issued share capital as at 20 March 2017 consists of:-
1. 135,124,108 ordinary shares of 10.357143p each of which 3,876,348 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 131,247,760 votes, being holders of the ordinary shares of 10.357143p 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 2016	89,585,939	100.00	0	0.00	422,065
2. To approve the Directors' Remuneration Policy	77,434,375	86.34	12,253,393	13.66	320,236
3. To approve the Directors' Remuneration Report for the year ended 31 December 2016, in accordance with s439 of the Companies Act 2006	87,511,176	97.36	2,369,282	2.64	127,546
4. To declare a final dividend of 41.25 pence per ordinary share	89,692,691	100.00	795	0.00	314,518
5. To re-elect A M Ferguson as a director	79,232,688	88.55	10,242,450	11.45	532,866
6. To re-elect S E Foots as a director	86,683,904	96.68	2,977,802	3.32	346,298
7. To re-elect A M Frew as a director	80,972,168	90.23	8,763,339	9.77	272,497
8. To re-elect H L Ganczakowski as a director	81,834,831	91.12	7,978,746	8.88	194,427
9. To re-elect K Layden as a director	87,860,555	97.97	1,821,450	2.03	325,999
10. To re-elect J K Maiden as a director	88,086,481	98.08	1,727,336	1.92	193,752
11. To re-elect P N N Turner as a director	81,834,632	91.12	7,979,572	8.88	193,800
12. To re-elect S G Williams as a director	81,406,040	90.64	8,408,200	9.36	193,764
13. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company	86,217,471	95.94	3,653,199	4.06	137,334
14. To authorise the Audit Committee to determine the auditors' remuneration	88,687,505	98.67	1,199,651	1.33	120,848
15. Political donations	88,440,145	98.99	902,878	1.01	664,981
16. To authorise the directors to allot relevant securities up to two thirds of its issued share capital	80,462,136	89.50	9,436,603	10.50	109,265
17. To authorise the directors to allot equity securities without pre-emptive rights up to an aggregate nominal amount of £679,676	89,743,844	99.86	127,591	0.14	136,569
18. To authorise the directors to allot equity securities without pre-emptive rights up to an additional aggregate nominal amount of £679,676	85,408,371	95.03	4,462,909	4.97	136,724
19. To authorise market purchase of own shares up to a maximum of 13,124,776 ordinary shares	88,984,729	98.99	908,140	1.01	115,135
20. That a general meeting (other than an annual general meeting) may be called on not less than 14 clear days' notice	83,824,098	93.71	5,630,159	6.29	552,587