2018 resolutions and results

2018 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.

The matters set out in the notice of meeting can be viewed in the copy of the notice here.

2018

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

The Company’s issued share capital as at 19 March 2018 consists of:-

1. 135,124,108 ordinary shares of 10.357143p each of which 3,481,087 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 131,643,021 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 2017	90,221,483	99.65	313,434	0.35	577,974
2. To approve the Directors' Remuneration Report for the year ended 31 December 2017, in accordance with s439 of the Companies Act 2006	83,007,615	91.28	7,929,552	8.72	175,048
3. To declare a final dividend of 46.0 pence per ordinary share	90,328,398	99.95	44,488	0.05	740,005
4. To re-elect A M Ferguson as a director	87,787,600	96.53	3,156,628	3.47	168,465
5. To re-elect S E Foots as a director	88,283,418	97.07	2,662,212	2.93	167,063
6. To re-elect A M Frew as a director	88,059,479	96.83	2,881,108	3.17	172,105
7. To re-elect H L Ganczakowski as a director	89,634,712	98.60	1,274,186	1.40	206,795
8. To re-elect K Layden as a director	85,271,380	93.78	5,658,048	6.22	183,264
9. To re-elect J K Maiden as a director	87,670,123	96.40	3,275,766	3.60	167,077
10. To re-elect S G Williams as a director	88,918,516	97.77	2,024,168	2.23	170,009
11. To appoint KPMG LLP as auditors of the Company	90,827,305	99.87	117,656	0.13	167,930
12. To authorise the Audit Committee to determine the auditors' remuneration	90,872,329	99.92	70,434	0.08	169,073
13. Political donations	89,221,491	98.59	1,273,451	1.41	617,949
14. To authorise the directors to allot relevant securities up to two thirds of its issued share capital	80,741,977	88.78	10,203,393	11.22	166,466
15. To authorise the directors to allot equity securities without pre-emptive rights up to an aggregate nominal amount of £680,427	90,812,083	99.91	83,886	0.09	216,922
16. To authorise the directors to allot equity securities without pre-emptive rights up to an additional aggregate nominal amount of £680,427	89,486,018	98.45	1,408,397	1.55	217,420
17. To authorise market purchase of own shares up to a maximum of 13,139,279 ordinary shares	90,251,476	99.29	649,079	0.71	212,335
18. That a general meeting (other than an annual general meeting) may be called on not less than 14 clear days' notice	83,016,483	91.72	7,495,907	8.28	600,501