CRODA INTERNATIONAL PLC ("Company"): Director/PDMR Shareholding
Croda International Plc
3 April 2025
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
Award of conditional awards under the Croda International Plc Buy-Out Share Plan 2025 ("Buy Out Plan")
On 2 April 2025 the Company granted awards to acquire ordinary shares in the Company to Stephen Oxley and Thomas Riermeier. These awards reflect the awards that Stephen Oxley and Thomas Riermeier forfeited at their previous employers and were agreed as part of their recruitment packages. The awards and their vesting dates are set out below.
Stephen Oxley
| Award Name | Number of shares | Vesting Date and Holding Period |
| Buy-out Award 1 - 2022-25 PSP | 20,728 | 1 August 2025 (Holding Period to 1 August 2027) |
| Buy-out Award 2 -2023-26 PSP | 25,224 | 1 August 2026 (Holding Period to 1 August 2028) |
| Buy-out Award 3 - 2024-27 PSP potential | 23,790 | 1 August 2027 (Holding Period to 1 August 2029) |
The Vesting of the performance-based element of these awards is subject to the achievement of certain performance conditions.
\* The Company will pay as compensation for the loss of 12 months of Mr Oxley's Johnson Matthey (JM) 2024/25 annual bonus a payment of up to GBP £930,000 (less any required deductions). 50% will be paid in cash and 50% will be deferred into shares for three years. Buy-out Award 4 relates to this latter element. The number of shares subject to Buy-out Award 4 will be determined by reference to the extent to which the JM performance conditions applicable to the 2024/25 bonus for executive directors are satisfied. Once the performance outturn is decided, the number of Shares subject to Buy-out Award 4 will be determined by taking 50% of the relevant amount and dividing that value by the six-month average Company share price.
| Award Name | Value of Shares | Vesting Date |
| Buy-out Award 5 - KPMG Special Capital | £55,000 | 30 September 2025 |
| Buy-out Award 6 - KPMG Special Capital | £55,000 | 30 September 2026 |
| Buy-out Award 7 - KPMG Special Capital | £55,000 | 30 September 2027 |
The number of shares subject to each award in the above table will be calculated using the average of the Company's share price over the three dealing days immediately preceding the vesting date.
As noted in the Company's Annual Report & Accounts 2024, the full terms of Mr Oxley's remuneration package will be included in the Company's Directors' Remuneration Report for the year ending 31 December 2025.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||||||||||||||
| a) | Name | Stephen Richard Oxley | ||||||||||||||||
| 2 | Reason for the notification | |||||||||||||||||
| a) | Position/status | Chief Financial Officer (PDMR) | ||||||||||||||||
| b) | Initial/Amendment notification | Initial notification | ||||||||||||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||||||||||
| a) | Name | Croda International Plc | ||||||||||||||||
| b) | LEI | 2138004WCNBFJEEOXV26 | ||||||||||||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||||||||||||
| a) | Description of the financial instrument, type of instrument
Identification code | Ordinary Shares of 10.609756p each
ISIN: GB00BJFFLV09
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| b) | Nature of the transaction | i. Grant of Buy-Out Award 1 ii. Grant of Buy-Out Award 2 iii. Grant of Buy-Out Award 3 iv. Grant of Buy-Out Award 4 v. Grant of Buy-Out Award 5 vi. Grant of Buy-Out Award 6 vii. Grant of Buy-Out Award 7
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| c) | Price(s) and volume(s) |
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| d) | Aggregated information
- Aggregated volume
- Price |
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| e) | Date of the transaction | 2025-04-02 | ||||||||||||||||
| f) | Place of the transaction | Outside a trading venue | ||||||||||||||||
Thomas Riermeier
| Award Name | Number of shares | Vesting Date and Holding Period |
| Buy-out Award 8 - 2021 LTIP | 2,852 | 1 June 2025 (Holding Period to 1 June 2027) |
| Buy-out Award 9 - 2022 LTIP | 2,852 | 1 June 2026 (Holding Period to 1 June 2028) |
| Buy-out Award 10 - 2023 LTIP | 2,852 | 1 June 2027 (Holding Period to 1 June 2029) |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||||||
| a) | Name | Thomas Herman Riermeier | ||||||||
| 2 | Reason for the notification | |||||||||
| a) | Position/status | Member of Executive Committee (PDMR) | ||||||||
| b) | Initial/Amendment notification | Initial notification | ||||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||
| a) | Name | Croda International Plc | ||||||||
| b) | LEI | 2138004WCNBFJEEOXV26 | ||||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||||
| a) | Description of the financial instrument, type of instrument
Identification code | Ordinary Shares of 10.609756p each
ISIN: GB00BJFFLV09
| ||||||||
| b) | Nature of the transaction | i. Grant of Buy-Out Award 8 ii. Grant of Buy-Out Award 9 iii. Grant of Buy-Out Award 10
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| c) | Price(s) and volume(s) |
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| d) | Aggregated information
- Aggregated volume
- Price |
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| e) | Date of the transaction | 2025-04-02 | ||||||||
| f) | Place of the transaction | Outside a trading venue | ||||||||
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