2018年历史开奖记录 www.prfy.net The ninety-fourth 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 2019.

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All of the resolutions were voted upon by poll and were passed by shareholders.? The total number of ordinary shares in issue:? 131,794,934 (excluding shares held in treasury).?

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The results of the poll for each resolution are as follows:?

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Resolution

Votes For

Against

Withheld

No of shares

% of shares voted

No of shares

% of shares voted

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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 2018

96,800,460

99.997

3,306

0.003

266,520

2. To approve the Directors' Remuneration Report for the year ended 31 December 2015, in accordance with section 439 of the Companies Act 2006

85,949,463

88.70

10,947,479

11.30

173,343

3. To declare a final dividend of 49 pence per ordinary share

96,037,710

99.10

867,966

0.90

164,610

4. To elect R Cirillo as a director

95,776,221

98.84

1,121,080

1.16

172,784

5. To re-elect A M Ferguson as a director

94,597,964

97.63

2,300,415

2.37

171,706

6. To elect J P C Ferguson as a director

96,455,932

99.54

441,473

0.46

172,680

7. To re-elect S E Foots as a director

95,894,318

98.96

1,004,782

1.04

170,985

8. To re-elect A M Frew as a director

94,025,926

97.46

2,446,009

2.54

598,148

9. To re-elect H L Ganczakowski as a director

95,384,598

98.45

1,506,147

1.55

179,339

10. To re-elect K Layden as a director

94,257,481

97.27

2,641,538

2.73

171,066

11. To re-elect J K Maiden as a director

95,684,691

98.75

1,213,303

1.25

172,091

12. To re-appoint KPMG LLP as auditors of the Company

96,108,998

99.18

795,780

0.82

165,508

13. To authorise the Audit Committee to determine the auditors' remuneration

96,082,647

99.15

821,699

0.85

165,940

14. Political donations

94,958,604

98.51

1,434,774

1.49

676,908

15. To authorise the directors to allot relevant securities up to two thirds of its issued share capital

89,241,778

92.09

7,661,715

7.91

166,793

16. To authorise the directors to allot equity securities without pre-emptive rights up to an aggregate nominal amount of £682,510

95,069,419

98.38

1,567,758

1.62

433,109

17. To authorise the directors to allot equity securities without pre-emptive rights up to an additional aggregate nominal amount of £682,510

95,182,546

98.50

1,453,548

1.50

434,191

18. To authorise market purchase of own shares up to a maximum of 12,865,697 ordinary shares

96,450,317

99.57

418,135

0.43

201,833

19. That a general meeting (other than an annual general meeting) may be called on not less than 14 clear days' notice

88,215,218

91.44

8,259,154

8.56

595,914

20. To declare a special dividend of 115 pence per ordinary share and associated share consolidation

96,788,283

99.88

116,361

0.12

166,442

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Resolutions 1 to 15 (inclusive) were passed as ordinary resolutions and resolutions 16 to 20 (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 .//www.morningstar.co.uk/uk/NSM

Share Consolidation

The Share Consolidation is due to take effect upon admission of the New Ordinary Shares of 10.609756 pence each in the capital of the Company?to the premium segment of the Official List and to trading on the London Stock Exchange’s main market, expected to be at 8.00am on Monday 29 April 2019. As a result of the Share Consolidation shareholders will hold 41 New Ordinary Shares of 10.609756 pence each for every 42 Existing Ordinary Shares of 10.357143 pence each held at close of business on 26 April 2019. ?

Accordingly, application has been made to the UK Listing Authority ("UKLA") for 131,906,881 New Ordinary Shares of 10.609756 pence each (of which 3,249,906 will be held in treasury) to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange’s Main Market for listed securities. The New Ordinary Shares will have an ISIN of GB00BJFFLV09.

The Special Dividend of 115 pence per existing Ordinary Share, which was announced on 26 February 2019 and was conditional upon the Share Consolidation being approved, will be paid on 30 May 2019 to shareholders on the register at close of business on 26 April 2019 (with an ex-entitlement date of 29 April 2019).

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Issue of Ordinary Shares and Cancellation of Treasury Shares

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In order to ensure that the number of existing ordinary shares of the Company is exactly divisible by 42, the Company intends to issue 16 ordinary shares of 10.357143 pence each to the Croda International Plc Employee Benefit Trust and to cancel 2 ordinary shares held in treasury.

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An application has been made for the 16 ordinary shares to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange’s Main Market for listed securities. Admission is expected to become effective at 8.00am UK time on 26 April 2019. The 16 ordinary shares will form part of the share consolidation described above.

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Following the admission of the 16 ordinary shares, which is anticipated to take place at 8.00am UK time on 26 April 2019, and the cancellation of the 2 ordinary shares held in treasury, the Company will, until the share consolidation becomes effective on 29 April, have 135,124,122 ordinary shares of 10.357143 pence each in issue, of which 3,329,172 shares will be held in treasury.

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Below is an expected timetable of for the Share Consolidation and Special Dividend:

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Ex dividend date for final dividend

Thursday 11 April 2019

Record date for final dividend

Close of business on Friday 12 April 2019

Annual General Meeting

12 noon on Wednesday 24 April 2019

Record date for special dividend and share consolidation

Close of business on Friday 26 April 2019

Last day for dealing in Existing Ordinary Shares

Friday 26 April 2019

Ex-dividend date for special dividend

April 2019 Monday 29

Commencement of dealings in New Ordinary Shares

8.00am on Monday 29 April 2019

CREST accounts credited with new ordinary shares

As soon as possible after 8.00am on Monday 29 April 2019

Latest time and date for election to participate in DRIP for final dividend

April 2019 5.00pm on Tuesday 30

Latest time and date for election to participate in DRIP for special dividend

5.00pm on Monday 13 May 2019

Despatch of cheques for fractional entitlements for New Ordinary Shares; despatch of certificates of New Ordinary Shares; CREST accounts credited with value of fractional entitlements (in each case where applicable)

By Friday 17 May 2019

Payment date for final dividend and special dividend

Thursday 30 May 2019

Purchase of New Ordinary Shares for DRIP participants with respect to final and special dividend will commence on

Thursday 30 May 2019

Despatch of share certificates and crediting of CREST accounts in relation to DRIP purchases

On or after 3 June 2019

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Tom Brophy

Group General Counsel & Company Secretary??????

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25 April 2019