Croda International PLC

AGM Information • Mar 22, 2013

Croda International Plc Annual General Meeting - 25 April 2013

To be held at: Carlton Towers, Carlton, Goole, East Yorkshire DN14 9LZ

If you wish to attend the 2013 Annual General Meeting please sign this card and on arrival hand it to the Company's Registrars. This will facilitate entry to the meeting.

Croda International Plc Annual General Meeting - 25 April 2013

The eighty-eighth Annual General Meeting of the Company will be held at Carlton Towers, Carlton, Goole, East Yorkshire DN14 9LZ on Thursday 25 April 2013 at 12 noon. There is ample car parking at Carlton Towers. Directions are available on request.

To assist us with arrangements would you please complete and return this portion of the reply paid card if you propose to attend the meeting. If you are unable to attend but would be entitled to vote, you may appoint a proxy using the form of proxy below.

I propose to attend the Annual General Meeting

Signature of person attending	Bar code:				Signed:
	Investor code:					Date:
Event code:						Please send directions to Carlton Towers
Please see Notes overleaf.						Please detach this portion of the card and return only if you propose to attend the Annual General Meeting.
	as my/our proxy to attend, speak and vote on my/our behalf at the Annual General Meeting of the Company to be held at 12 noon on Thursday 25 April 2013 and at any adjournment thereof. I have indicated with an "X" how I/we wish my/our votes to be cast on the following resolutions: If you wish to appoint multiple proxies please see note 1 on the reverse of this form. Please also tick here if you are appointing more than one proxy.					Event code:
Resolutions	Please mark "X" to indicate how you wish to vote	For	Against	Withheld Vote	Resolutions		Please mark "X" to indicate how you wish to vote	For	Against	Withheld Vote
1 the directors and auditors	To receive financial statements and the reports of					11 To re-elect S G Williams as a director
2	To approve the directors' remuneration report					12 To re-appoint the auditors
3 To declare a final dividend						13 To determine the auditors' remuneration
4 To re-elect M S Christie as a director						14 Political donations
5	To re-elect A M Ferguson as a director					15 Authority to allot shares
6 To re-elect M C Flower as a director						16 Disapplication of pre-emption rights
7 To re-elect S E Foots as a director							17 Authority to make market purchases of own shares
8	To re-elect K Layden as a director					18 Notice period for shareholders' meetings

19 Amendment to the Articles of Association

20 Adoption of new Sharesave Scheme rules

N.B. Holders of 6.6% Cumulative Preference Shares and 5.9% Cumulative Preference Shares may vote only on Resolution 19.

9 To re-elect S Musesengwa as a director 10 To re-elect P N N Turner as a director

۰.	-- - -

			Notes
		1	To appoint as a proxy a person other than the Chairman of the meeting insert their full name in the space provided. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrars or you may photocopy this form. If you appoint more than one proxy, each proxy must be appointed to exercise the rights attached to a different share or shares held by you. Please indicate in the box next to the proxy's name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. A proxy need not be a member of the Company.
		2	Unless otherwise indicated the proxy will vote as he thinks fit or, at his discretion, abstain from voting.
		3	The Form of Proxy overleaf must arrive not later than 48 hours before the time set for the meeting at Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU during usual business hours accompanied by any power of attorney under which it is executed (if applicable). If you prefer, you may return the proxy form to the Registrar in an envelope addressed to FREEPOST RSBH-UXKS-LRBC, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
Croda International Plc D S Hill wick Hall A A 4 9 Goole Snaith Mrs N1 Business Reply Service Co Licence No. DC 164 D		4	A corporation must execute the Form of Proxy under either its common seal or the hand of a duly appointed officer or attorney.
		5	The Form of Proxy is for use in respect of the shareholder account specified over leaf only and should not be amended or submitted in respect of a different account.
		6	The "Vote Withheld" option is to enable you to abstain on any particular resolution. Such a vote is not a vote in law and will not be counted in the votes "For" and "Against" a resolution.
		7	Ordinary Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual. Ordinary shareholders wishing to vote online should visit www. capitashareportal.com and follow the instructions.
		8	In the case of joint holders, the signature of only one of the joint holders is required but, if more than one votes, the vote of the first named on the Register of Members will be accepted to the exclusion of the other joint holders.
		9	Entitlement to attend and vote at the meeting and the number of votes which may be cast at the meeting will be determined by reference to the Register of Members of the Company at 6 p.m. on 23 April 2013. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights

Business Reply Licence Number RSBH-UXKS-LRBC

of any person to attend and vote at the meeting.

PXS 34 Beckenham Road BECKENHAM BR3 4TU