2025 Results and resolutions

Notice of Annual General Meeting

Croda International Plc's (the “Company”) Annual General Meeting (“AGM”) will be held at The Milner York, Station Road, York, YO24 1AA on Wednesday 23 April 2025 at 12 noon.

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.

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

i. The Company’s issued share capital as at 13 March 2025 consists of:-
a. 142,536,884 ordinary shares of 10.609756p each of which 2,901,442 are held in treasury;
b. 615,562 5.9% cumulative preference shares of £1 each;
c. 498,434 6.6% cumulative preference shares of £1 each; and
d. 21,900 7.5% cumulative preference shares of £1 each.
e. 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.

13 March 2025

2024

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

The Company’s issued share capital as at 14 March 2024 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.

14 March 2024

Resolution	Votes For		Against		Withheld
Resolution	No of shares	% of shares voted	No of shares	% of shares voted	No of shares
1. To receive financial statements of the Company and the Group and the reports of the directors and auditors for the year ended 31 December 2023	115,785,003	99.99	8,367	0.01	662,744
2. To approve the Directors' Remuneration Report for the year ended 31 December 2023	110,627,859	95.12	5,670,564	4.88	157,691
3. To declare a final dividend of 62.0p per ordinary share	115,688,446	99.35	759,605	0.65	8,063
4. To elect C Good as a director	116,257,316	99.84	190,557	0.16	8,240
5. To elect D Gray as a director	111,662,476	95.90	4,776,502	4.10	17,135
6. To re-elect L Burdett as a director	115,763,155	99.41	684,000	0.59	8,959
7. To re-elect R Cirillo as a director	115,790,377	99.72	328,621	0.28	337,116
8. To re-elect J P C Ferguson as a director	114,747,958	98.54	1,699,765	1.46	8,390
9. To re-elect S E Foots as a director	116,061,495	99.67	386,505	0.33	8,114
10. To re-elect J Kim as a director	116,098,089	99.98	20,329	0.02	337,666
11. To re-elect K Layden as a director	113,641,436	97.59	2,806,563	2.41	8,114
12. To re-elect N Ouzren as a director	115,716,889	99.65	402,108	0.35	337,116
13. To re-elect J Ramsay as a director	112,559,537	96.66	3,888,186	3.34	8,390
14. To re-appoint KPMG LLP as auditors of the Company	116,088,218	99.69	357,164	0.31	10,732
15. To authorise the Audit Committee to determine the auditors' remuneration	116,426,517	99.98	20,378	0.02	9,219
16. Political donations	112,408,971	96.84	3,668,826	3.16	378,317
17. To authorise the directors to allot relevant securities up to two thirds of its issued share capital	105,963,266	91.26	10,154,194	8.74	338,654
18. To authorise the directors to allot equity securities without pre-emptive rights up to an aggregate nominal amount of £1,481,498	108,114,367	92.84	8,331,850	7.16	9,897
19. To authorise the directors to allot equity securities without pre-emptive rights up to an additional aggregate nominal amount of £1,481,498	103,935,692	89.49	12,207,673	10.51	312,748
20. To authorise market purchase of own shares up to a maximum of 13,963,544 ordinary shares	115,660,807	99.33	778,311	0.67	16,996
21. That a general meeting (other than an annual general meeting) may be called on not less than 14 clear days' notice	106,706,166	91.63	9,742,509	8.37	7,439
22. To amend the Croda International Plc Performance Share Plan 2014	113,810,778	97.74	2,627,753	2.26	17,583