Croda International PLC — Proxy Solicitation & Information Statement 2015

Mar 19, 2015

Attendance Card: Croda International Plc Annual General Meeting – 22 April 2015

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

If you wish to attend the 2015 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 2014 and Notice of AGM
Important – please read carefully

You can now access the 2014 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, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or email agm@croda.com.

Please note the deadline for receiving proxies is 12 noon on 20 April 2015.

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.

Resolutions	For	Against	Vote Withheld
1 To receive financial statements and the reports of the directors and auditors	☐	☐	☐
2 To approve the directors' remuneration report	☐	☐	☐
3 To declare a final dividend	☐	☐	☐
4 To re-elect A M Ferguson as a director	☐	☐	☐
5 To re-elect M C Flower as a director	☐	☐	☐
6 To re-elect S E Foots as a director	☐	☐	☐
7 To 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	☐	☐	☐
For	Against	Vote Withheld
---	---	---
10 To elect J K Maiden as a director	☐	☐
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 Authority to make market purchases of own shares	☐	☐
19 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

Bar code:

I/We being a member of the Company hereby appoint the Chairman of the meeting or (see note 1)

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 22 April 2015 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	For	Against	Vote Withheld
1 To receive financial statements and the reports of the directors and auditors	☐	☐	☐
2 To approve the directors' remuneration report	☐	☐	☐
3 To declare a final dividend	☐	☐	☐
4 To re-elect A M Ferguson as a director	☐	☐	☐
5 To re-elect M C Flower as a director	☐	☐	☐
6 To re-elect S E Foots as a director	☐	☐	☐
7 To 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 elect J K Maiden as a director	☐	☐	☐
For	Against	Vote 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 Authority to make market purchases of own shares	☐	☐
19 Notice period for shareholders' meetings	☐	☐

Signature

Date

PLEASE DETACH BEFORE POSTING TO CAPITA ASSET SERVICES (SEE NOTE 3).

---

XXXXXXXXXXX

Venue location

Royal York Hotel

The Royal York Hotel is accessible by rail, bus or car and is next door to York train station.

By Car

Satellite navigation post code YO24 1AA

The Royal York Hotel is a 20 minute drive from the A1.

Parking at The Royal York Hotel

There is ample on-site car parking at £8.00 per 24 hours and £2.00 per hour. 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 five Park and Ride sites in York, most of which stop adjacent to York train station. For further details visit: www.firstgroup.com/uk/bus/york/journey_planning/park_ride/routes.php

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, 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 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 6 p.m. on 20 April 2015. 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

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PXS 1

34 Beckenham Road

BECKENHAM

BR3 4ZF