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Croda International PLC — Proxy Solicitation & Information Statement 2011
Mar 24, 2011
4641_agm-r_2011-03-24_b6fd02e8-b7dd-4109-a459-bed3c47bc80b.pdf
Proxy Solicitation & Information Statement
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Business Reply Service Licence No. DC 164
Mrs D S Hill
Croda International Plc
Cowick Hall
Snaith
Goole
DN14 9AA
Business Reply Service
Licence No. DC 164
Notes
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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.
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Unless otherwise indicated the proxy will vote as he thinks fit or, at his discretion, abstain from voting.
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The Form of Proxy overleaf must arrive not later than 48 hours before the time set for the meeting at Capita Registrars, 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.
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A corporation must execute the Form of Proxy under either its common seal or the hand of a duly appointed officer or attorney.
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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.
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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.
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Ordinary Shares held in uncertified 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.
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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.
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Entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6 p.m. on 26 April 2010. 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.
PXS
34 Beckenham Road
BECKENHAM
BR3 4TU
Croda International Plc
Annual General Meeting - 28 April 2010
To be held at: Carlton Towers, Carlton, Goole, East Yorkshire DN14 9LZ
If you wish to attend this meeting in your capacity as a holder of either Ordinary Shares, 6.6% Cumulative Preference Shares or 5.9% Cumulative Preference Shares, please sign this card and on arrival hand it to the Company's Registrars. This will facilitate entry to the meeting.
Signature of person attending:
Bar Code:
Investor Code:
Please see Notes overleaf.
Croda International Plc
Annual General Meeting - 28 April 2010
The eighty-fifth Annual General Meeting of the Company will be held at Carlton Towers, Carlton, Goole, East Yorkshire DN14 9LZ on Wednesday 28 April 2010 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 this 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 ☐
Signed:
Date:
Please send directions to Carlton Towers ☐
Please detach this portion of the card and return only if you propose to attend the Annual General Meeting.
Form of Proxy
Croda International Plc - Annual General Meeting
I/We being a member of the Company hereby appoint the Chairman of the meeting or (see note 1)
Bar Code:
Name of Proxy:
Number of Shares proxy is appointed over:
Investor Code:
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, 28 April 2010 and at any adjournment thereof. I have indicated with a "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.
| Resolutions | Please mark "X" to indicate how you wish to vote | Bar Code | Votes Withheld |
|---|---|---|---|
| 1 | To receive the report of the directors and the financial statements | ☐ | ☐ |
| 2 | To approve the directors' remuneration report | ☐ | ☐ |
| 3 | To declare a final dividend | ☐ | ☐ |
| 4 | To elect P N N Turner as a director | ☐ | ☐ |
| 5 | To re-elect M Humphrey as a director | ☐ | ☐ |
| 6 | To re-elect M S Christie as a director | ☐ | ☐ |
| 7 | To re-appoint the auditors | ☐ | ☐ |
| Resolutions | Please mark "X" to indicate how you wish to vote | Bar Code | Votes Withheld |
| --- | --- | --- | --- |
| 8 | To determine the auditors' remuneration | ☐ | ☐ |
| 9 | Authority to allot shares | ☐ | ☐ |
| 10 | Allotment of shares for cash | ☐ | ☐ |
| 11 | General authority to make market purchases of own shares | ☐ | ☐ |
| 12 | Notice period for shareholders' meetings | ☐ | ☐ |
| 13 | Amendments to the Articles of Association | ☐ | ☐ |
N.B. Holders of 6.6% Cumulative Preference Shares and 5.9% Cumulative Preference Shares may vote only on Resolution 13.
Signature:
Date: