Issue of Equity

Croda International PLC
05 September 2006


NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN OR INTO THE UNITED STATES


This announcement does not represent an offer of securities in the United States
and the securities referred to herein may not be offered in the United States
absent registration under the US Securities Act of 1933, as amended or an
exemption from registration.


INTENDED PLACING OF NEW SHARES (THE 'PLACING') IN CRODA INTERNATIONAL PLC ('
CRODA' OR THE 'COMPANY').


Croda International Plc announces that it intends to place new Ordinary Shares
of 10p each in the Company representing up to 10% of its issued share capital
with certain institutional investors through Merrill Lynch International 
('Merrill Lynch').


Cancellation of Treasury Shares:

Croda currently holds 12,457,589 of its own shares in treasury.  Croda intends
to cancel 70% of the shares it holds in treasury (8.7m shares).



Merrill Lynch is acting as sole bookrunner in relation to the Placing.



Enquiries


Croda International Plc       Tel. [phone]

Mike Humphries               Group Chief Executive
Sean Christie                Group Finance Director



This announcement has been issued by and is the sole responsibility of Croda.



This announcement may not be distributed, directly or indirectly, in or into the
United States or any jurisdiction in which such publication or distribution is
unlawful.  This announcement does not constitute or form part of an offer to
sell or issue, or any solicitation of an offer to buy or subscribe for, any
securities referred to herein in any jurisdiction, including, without
limitation, the United States.  The Placing, and the distribution of this
announcement and other information in connection with the Placing in certain
jurisdictions, may be restricted by law and persons into whose possession any
document or other information referred to herein comes should inform themselves
about and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.



Merrill Lynch, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for the Company and no one
else in connection with the Placing and the other matters referred to in this
announcement. Merrill Lynch will not regard any other person as their client and
will not be responsible to anyone other than the Company for providing the
protections afforded to their respective clients nor for giving advice in
relation to the Placing and the other matters referred to herein.



The securities referred to herein have not been and will not be registered under
the US Securities Act of 1933, as amended, and may not be offered or sold in the
United States absent registration under such Act or unless pursuant to an
exemption from the registration requirements thereof.  There will be no public
offering in the United States.


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