Pre-Annual General Meeting Information • Mar 18, 2019
Pre-Annual General Meeting Information
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Croda International Plc Cowick Hall Snaith Goole East Yorkshire DN14 9AA England Tel +44 (0)1405 860551 Fax +44 (0)1405 861767
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to consult your stockbroker, solicitor, accountant, bank manager or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom, or another appropriate independent financial adviser if you are resident in any territory outside the United Kingdom.
If you have sold or transferred all of your ordinary shares in Croda International Plc ("Croda" or "the Company"), please send this document as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale was effected, for onward transmission to the purchaser or transferee.
This document does not contain sufficient information to allow you to gain an understanding of the proposals contained in the shareholder documents published online and should not be regarded as a substitute for reading the shareholder documents or relied upon as the basis on which to make decisions. It is recommended that you read the shareholder documents carefully before taking any action.
18 March 2019
Dear Shareholder
Please accept this letter as notification that Croda's Annual Report and Accounts for the year ended 31 December 2018 and Notice of Annual General Meeting together with the 2018 Sustainability Report have now been published on the Company's website. To review the documents in detail, please visit the Croda website, www.croda.com/AGM.
The Company's Annual General Meeting ("AGM") will be held at the Pavilions of Harrogate, Great Yorkshire Showground, Harrogate, North Yorkshire HG2 8QZ on Wednesday 24 April 2019 at 12 noon. If you are unable to attend the AGM but would like to vote, please submit your proxy vote electronically by accessing the shareholder portal at www.signalshares.com, logging in and selecting the "Vote Online Now" link. You will require your username and password in order to log in and vote. If you have forgotten your username or password you can request a reminder via the shareholder portal. If you have not previously registered to use the portal you will require your investor code ("IVC") which can be found on your share certificate or dividend notification.
To be valid, proxy votes submitted electronically must be submitted by no later than 12 noon on Thursday 18 April 2019.
From this year we are no longer sending paper proxy cards to shareholders unless specifically asked to do so. You may request a hard copy proxy form directly from the Registrars, Link Asset Services by emailing [email protected] or by post at Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. To be valid, any hard copy proxy form must be received by post or (during normal business hours only) by hand at the Company's registrars, Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU no later than 12 noon on Thursday 18 April 2019.
As announced on 26 February 2019, the Board is proposing a special dividend to shareholders of 115 pence per ordinary share. If shareholders approve the special dividend, it will be paid on 30 May 2019 to all ordinary shareholders who are on the Register of Members at close of business on 26 April 2019.
The proposed share consolidation in connection with the special dividend is intended to maintain comparability, as far as possible, of the Company's share price before and after the special dividend. As all ordinary shares in the Company will be consolidated, each shareholder's percentage holding in the total issued share capital of the Company immediately before and after the implementation of the share consolidation will (save in respect of any fractional entitlements or DRIP elections) remain unchanged.
The proposed special dividend will be combined with a share consolidation of existing ordinary shares of 10.357143 pence each on the basis of 41 new ordinary shares of 10.609756 pence each for every 42 existing ordinary shares. Fractional entitlements arising from the share consolidation will be aggregated and sold in the market on behalf of the relevant shareholders, the proceeds of which are expected to be sent by 17 May 2019.
Further details of the special dividend and share consolidation are set out in the Appendix to the Notice of AGM.
Voting on all Resolutions at the AGM will be conducted by way of a poll rather than a show of hands. Poll cards will be distributed to qualifying shareholders when registering attendance at the meeting. Your Board believes that voting by way of a poll is more transparent and equitable as the voting intentions of all members are taken into account; not just those who are able to attend the meeting. Voting by way of a poll will give as many shareholders as possible the opportunity to have their votes counted, whether tendered by proxy in advance of, or in person at, the AGM. The results of the poll will be announced via a Regulatory News Service and made available at www.croda.com as soon as practicable after the AGM.
If you intend to attend the AGM, confirmation of your name and address should be sufficient to facilitate entry to the meeting. However, ID verification may be required in the form of a driving licence/passport. Please note that only registered shareholders, their proxies and pre-registered guests will be able to attend. To assist us with arrangements would you please inform us if you do propose to attend the meeting via:
We would like to take this opportunity to thank you for agreeing to receive shareholder communications via our website rather than in paper form, as this will contribute to cost savings for the Company and will minimise unnecessary paper usage.
If, however you would prefer to receive future notifications by email, please contact our registrars via:
Yours sincerely
Tom Brophy Company Secretary
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