Croda International PLC

AGM Information • Apr 25, 2019

National Storage Mechanism | Additional information

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RNS Number : 0854X

Croda International PLC

25 April 2019

Croda International Plc - Annual General Meeting

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.

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). 

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 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

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 http://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).

Issue of Ordinary Shares and Cancellation of Treasury Shares

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.

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.

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.

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

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	Monday 29 April 2019
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	5.00pm on Tuesday 30 April 2019
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

Tom Brophy

Group General Counsel & Company Secretary    

25 April 2019

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