Croda International PLC — AGM Information 2017

Mar 20, 2017

Attendance Card: Croda International Plc

Annual General Meeting – 26 April 2017

To be held at: The Principal York, Station Road, York, North Yorkshire, YO24 1AA

If you wish to attend the 2017 Annual General Meeting please bring this card with you and show it to the Company's Registrars.

This will facilitate entry to the meeting.

Notice of Availability – Annual Report 2016 and Notice of AGM Important – please read carefully

You can now access the 2016 Annual Report and Notice of AGM by visiting this website: www.croda.com/AGM.

If you wish to receive a paper copy of the Annual Report and/or Notice of AGM please contact Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or email agm@croda.com.

Please note the deadline for receiving proxies is 12 noon on 24 April 2017.

Signature

Bar code:

Investor code:

Poll Card: To be completed only at the Annual General Meeting

Voting at the Annual General Meeting will be by way of a poll using this poll card. The Chairman of the Meeting will give guidance on the conduct of the poll.

				Vote				Vote
Resolutions		For	Against	Withheld		For	Against	Withheld
	1 To receive financial statements and the reports of the directors and auditors				11 To re-elect P N N Turner as a director
2	To approve the directors' remuneration policy				12 To re-elect S G Williams as a director
3	To approve the directors' remuneration report				13 To reappoint the auditors
					14 To determine the auditors' remuneration
4	To declare a final dividend
5	To re-elect A M Ferguson as a director				15 Political donations
					16 Authority to allot shares
6	To re-elect S E Foots as a director				17 Disapplication of pre-emption rights
7	To re-elect A M Frew as a director
8	To re-elect H L Ganczakowski as a director				18 Disapplication of pre-emption rights – additional 5%
					19 Authority to make market purchases of own shares
9	To re-elect K Layden as a director
	10 To re-elect J K Maiden as a director				20 Notice period for shareholders' meetings

PLEASE DETACH THIS PORTION OF THE CARD AND BRING IT WITH YOU TO THE AGM. DO NOT RETURN THIS PART IN THE POST. Please see notes overleaf.

Form of Proxy: Croda International Plc
Annual General Meeting

Investor code: Event code: Name of Proxy: I/We being a member of the Company hereby appoint the Chairman of the meeting or (see note 1) Number of Shares proxy is appointed over:

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 Wednesday 26 April 2017 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

Please mark "X" to indicate how you wish to vote when requested:

	Resolutions 1 To receive financial statements and the reports of the directors and auditors	For	Against	Vote Withheld
2	To approve the directors' remuneration policy
3	To approve the directors' remuneration report
4	To declare a final dividend
5	To re-elect A M Ferguson as a director
6	To re-elect S E Foots as a director
7	To re-elect A M Frew as a director
8	To re-elect H L Ganczakowski as a director
9	To re-elect K Layden as a director
	10 To re-elect J K Maiden as a director

	For	Against	Withheld
11 To re-elect P N N Turner as a director
12 To re-elect S G Williams as a director
13 To reappoint the auditors
14 To determine the auditors' remuneration
15 Political donations
16 Authority to allot shares
17 Disapplication of pre-emption rights
18 Disapplication of pre-emption rights – additional 5%
19 Authority to make market purchases of own shares
20 Notice period for shareholders' meetings

Vote

Bar code:

Signature Date

Venue location

Licence Number RLUB-TBUX-EGUC The Principal York The Principal York is accessible by rail, bus or car and is next door to York railway station.

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Satellite navigation post code YO24 1AA. The Principal York is a 20 minute drive from the A1.

Parking at The Principal York

There is on-site car parking which will be complimentary to AGM attendees, subject to availability. Should the hotel car park be full, there are three public car parks close by. (1) York Commuter Car Park – Leeman Road, (2) York Esplanade – Leeman Road and

(3) York Nunnery Lane. Park and Ride Buses

There are six Park and Ride sites in York, most of which stop adjacent to York railway station. For further details visit: www.firstgroup.com/york/routes-and-maps/park-ride/routes

Tower St Nunnery Lane d A1036 B1227 Stat n oi oa R dMicklegate Bridge St Rⁱve^{r Ou}s^e B1227 Parliament Street Coney Street Cliord St Castlegate Piccadilly Colliergate Micklegate Toft Green Tanner Row Skeldergate Priory Street Bishop hill Senior Fetter Ln St Saviourgate Trinity Ln Business Reply Plus The Principal York YO23 1AA YO26 4XJ YO1 6FZ

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 Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF 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 CAPITA PXS. Please note that delivery using this service can take up to five business days.
• 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 overleaf 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 close of business on 24 April 2017. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

Business Reply Plus Licence Number RLUB-TBUX-EGUC Business Reply Plus Licence Number RLUB-TBUX-EGUC

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PXS 1 34 Beckenham Road BECKENHAM BR3 4ZF