Croda International Plc - Annual General Meeting
The ninety-ninth Annual General Meeting of Croda International Plc (the "Company") was held at the Pavilions of Harrogate, Great Yorkshire Showground, North Yorkshire, HG2 8QZ on Wednesday 24 April 2024.
All of the resolutions were voted upon by poll and were passed by shareholders. The total number of ordinary shares in issue: 139,635,442 (excluding shares held in treasury).
The results of the poll for each resolution are as follows:
| Resolution | Votes For | Against | Withheld | ||
| 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 |
Resolutions 1 to 17 (inclusive) and 22 were passed as ordinary resolutions and resolutions 18 to 21 (inclusive) were passed as special resolutions. The full text of the resolutions is set out in the Notice of Annual General Meeting, a copy of which is on the Company's website (investor centre) and has also been made available for inspection through the National Storage Mechanism which can be found at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Tom Brophy
Group General Counsel and Company Secretary
25 April 2024
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