Result of AGM

Croda International PLC
26 April 2007


                Croda International Plc - Annual General Meeting                
                                                                                
 

The eighty-second Annual General Meeting of Croda International Plc was held at
Carlton Towers, Carlton, Goole, East Yorkshire DN14 9LZ on Thursday 26 April
2007.

 

Proxy votes were received from ordinary shareholders in respect of 84,107,554
ordinary shares amounting to 61.75% of the issued share capital. The total
number of ordinary shares in issue: 136,192,380 (excluding shares held in
treasury).

 

5.9% and 6.6% Cumulative Preference shareholders were entitled to vote on
resolutions 12, 13, 15 and 16 and their votes are included in the totals shown
below. Proxy votes in respect of 250,518 5.9% preference shares and 117,923 6.6%
preference shares were received amounting to 40.69% and 23.65% of the respective
issued share capitals. The total number of 5.9% preference shares in issue:
615,562, 6.6% preference shares in issue: 498,434.

 

All resolutions put to the meeting were passed on a show of hands. The proxy
votes cast in respect of the resolutions received prior to the meeting were as
follows:

 
+--------------------------------+------------+-----------+-----------+-----------+
|Resolution                      |         For|    Against| Discretion|   Withheld|
|                                |            |           |         to|           |
|                                |            |           |   Chairman|           |
+--------------------------------+------------+-----------+-----------+-----------+
|1. To accept the                |            |           |           |           |
|directors' report and the       |            |           |           |           |
|financial statements for        |            |           |           |           |
|the year ended 31 December      |            |           |           |           |
|2006                            |83,753,569  |  193,364  |  127,305  |   33,296  |
+--------------------------------+------------+-----------+-----------+-----------+
|2. To approve the               |            |           |           |           |
|directors' remuneration         |            |           |           |           |
|report                          |81,722,322  |  456,311  |  126,979  |1,801,921  |
+--------------------------------+------------+-----------+-----------+-----------+
|3. To declare a final           |            |           |           |           |
|dividend of 9.65p per           |            |           |           |           |
|ordinary share                  |83,953,435  |      960  |  121,147  |   31,992  |
+--------------------------------+------------+-----------+-----------+-----------+
|4. To re-elect M Humphrey       |            |           |           |           |
|as a director                   |82,504,814  |  354,505  |  127,458  |1,120,756  |
+--------------------------------+------------+-----------+-----------+-----------+
|5. To re-elect D M Dunn as      |            |           |           |           |
|a director                      |83,628,369  |  313,111  |  128,640  |   37,414  |
+--------------------------------+------------+-----------+-----------+-----------+
|6. To elect M Christie as       |            |           |           |           |
|a director                      |83,867,098  |   66,471  |  128,640  |   45,325  |
+--------------------------------+------------+-----------+-----------+-----------+
|7. To re-appoint                |            |           |           |           |
|PricewaterhouseCoopers LLP      |            |           |           |           |
|as auditors                     |82,517,960  |1,421,632  |  123,685  |   44,256  |
+--------------------------------+------------+-----------+-----------+-----------+
|8. To authorise the             |            |           |           |           |
|directors to determine the      |            |           |           |           |
|remuneration of                 |            |           |           |           |
|PricewaterhouseCoopers LLP      |83,929,020  |    5,428  |  123,871  |   49,215  |
+--------------------------------+------------+-----------+-----------+-----------+
|9. Authorise the directors      |            |           |           |           |
|to allot relevant               |            |           |           |           |
|securities up to an             |            |           |           |           |
|aggregate nominal amount        |            |           |           |           |
|of £3,268,367                   |82,465,924  |1,287,981  |  303,752  |   49,877  |
+--------------------------------+------------+-----------+-----------+-----------+
|10. To authorise the            |            |           |           |           |
|directors to allot equity       |            |           |           |           |
|securities without              |            |           |           |           |
|pre-emptive rights up to        |            |           |           |           |
|an aggregate nominal            |            |           |           |           |
|amount of £699,750              |83,738,388  |   14,575  |  302,986  |   51,585  |
+--------------------------------+------------+-----------+-----------+-----------+
|11. To authorise market         |            |           |           |           |
|purchase of own shares up       |            |           |           |           |
|to a maximum of 13,500,000      |            |           |           |           |
|ordinary shares                 |83,743,250  |   25,627  |  304,958  |   33,699  |
+--------------------------------+------------+-----------+-----------+-----------+
|12. To amend the Articles       |            |           |           |           |
|of Association re:              |            |           |           |           |
|increase in borrowing           |            |           |           |           |
|limits                          |80,062,387  |  333,088  |  417,389  |3,663,081  |
+--------------------------------+------------+-----------+-----------+-----------+
|13. To amend the Articles       |            |           |           |           |
|of Association re:              |            |           |           |           |
|non-executive fees              |80,448,920  |  339,525  |3,619,764  |   67,736  |
+--------------------------------+------------+-----------+-----------+-----------+
|14. To authorise the            |            |           |           |           |
|Company to use electronic       |            |           |           |           |
|communications with             |            |           |           |           |
|shareholders                    |83,313,702  |  363,811  |  345,270  |   84,751  |
+--------------------------------+------------+-----------+-----------+-----------+
|15. To amend Articles of        |            |           |           |           |
|Association re: electronic      |            |           |           |           |
|communications with             |            |           |           |           |
|shareholders                    |83,679,327  |  345,964  |  362,961  |   87,693  |
+--------------------------------+------------+-----------+-----------+-----------+
|16. Amend Articles of           |            |           |           |           |
|Association re: age limit       |            |           |           |           |
|of directors                    |83,724,642  |  343,972  |  350,958  |   56,373  |
+--------------------------------+------------+-----------+-----------+-----------+

 

Resolutions 1 to 9 (inclusive) and 14 were passed as ordinary resolutions and
resolutions 10 to 13 (inclusive), 15 and 16 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 at the UK Listing Authority's Document
Viewing Facility, The Financial Services Authority, 25 The North Colonnade,
Canary Wharf, London E14 5HS.

 

 

 

Louise Scott

Company Secretary & Legal Counsel 26 April 2007



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