Croda International Plc - Annual General Meeting
The ninety-sixth Annual General Meeting of Croda International Plc (the "Company") was held at Cowick Hall, Snaith, Goole, East Yorkshire, DN14 9AA on Friday 21 May 2021.
All of the resolutions were voted upon by poll and were passed by shareholders. The total number of ordinary shares in issue: 139,518,681 (excluding shares held in treasury).
5.9% and 6.6% Cumulative Preference shareholders were entitled to vote on resolution 20. The total number of 5.9% preference shares in issue: 615,562, 6.6% preference shares in issue: 498,434.
The results of the poll for each resolution are as follows:
|
Resolution |
Votes For |
Against |
Withheld |
||
|
No of shares |
% of shares voted |
No of shares |
% of shares voted |
No of shares |
|
|
1. To receive the financial statements of the Company and the Group and the reports of the directors and auditors for the year ended 31 December 2020 |
110,448,152 |
99.99 |
313 |
0.01 |
64,142 |
|
2. To approve the Directors' Remuneration Report for the year ended 31 December 2020, in accordance with section 439 of the Companies Act 2006 |
109,189,937 |
98.82 |
1,306,221 |
1.18 |
16,449 |
|
3. To declare a final dividend of 51.5 pence per ordinary share |
108,033,109 |
97.77 |
2,465,657 |
2.23 |
13,841 |
|
4. To re-elect R Cirillo as a director |
105,675,761 |
95.64 |
4,819,655 |
4.36 |
17,191 |
|
5. To re-elect J P C Ferguson as a director |
106,840,294 |
96.69 |
3,655,122 |
3.31 |
17,191 |
|
6. To re-elect S E Foots as a director |
108,334,110 |
98.04 |
2,161,118 |
1.96 |
17,379 |
|
7. To re-elect A M Frew as a director |
102,155,463 |
94.28 |
6,203,154 |
5.72 |
2,153,990 |
|
8. To re-elect H L Ganczakowski as a director |
106,841,432 |
96.69 |
3,654,742 |
3.31 |
16,433 |
|
9. To re-elect K Layden as a director |
103,990,358 |
94.13 |
6,488,191 |
5.87 |
34,058 |
|
10. To re-elect J K Maiden as a director |
108,204,190 |
97.93 |
2,291,226 |
2.07 |
17,191 |
|
11. To re-elect J Ramsay as a director |
104,835,007 |
94.88 |
5,660,409 |
5.12 |
17,191 |
|
12. To re-appoint KPMG LLP as auditors of the Company |
110,188,861 |
99.72 |
308,481 |
0.28 |
15,265 |
|
13. To authorise the Audit Committee to determine the auditors' remuneration |
110,488,465 |
99.99 |
10,097 |
0.01 |
14,045 |
|
14. Political donations |
105,742,755 |
95.75 |
4,688,119 |
4.25 |
80,928 |
|
15. To authorise the directors to allot relevant securities up to two thirds of its issued share capital |
100,083,874 |
90.58 |
10,411,400 |
9.42 |
16,528 |
|
16. To authorise the directors to allot equity securities without pre-emptive rights up to an aggregate nominal amount of £740,130 |
107,966,010 |
97.98 |
2,228,295 |
2.02 |
317,497 |
|
17. To authorise the directors to allot equity securities without pre-emptive rights up to an additional aggregate nominal amount of £740,130 |
108,897,440 |
98.82 |
1,298,670 |
1.18 |
314,978 |
|
18. To authorise market purchase of own shares up to a maximum of 13,951,868 ordinary shares |
107,519,755 |
97.73 |
2,503,015 |
2.27 |
489,837 |
|
19. That a general meeting (other than an annual general meeting) may be called on not less than 14 clear days' notice |
101,262,924 |
91.64 |
9,235,090 |
8.36 |
14,592 |
|
20. Approval and adoption of new articles of association |
109,292,002 |
99.70 |
324,601 |
0.30 |
896,004 |
Resolutions 1 to 15 (inclusive) were passed as ordinary resolutions and resolutions 16 to 20 (inclusive) were passed as special resolutions. The full text of the resolutions is set out in the Notice of Annual General Meeting, a copy of which is on the Company's website (investor centre) and has also been made available for inspection through the National Storage Mechanism which can be found at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Tom Brophy
Group General Counsel and Company Secretary
21 May 2021
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