Croda International Plc - Annual General Meeting
The eighty-fourth Annual General Meeting of Croda International Plc was held at Carlton Towers, Carlton, Goole, East Yorkshire DN14 9LZ on Wednesday 29 April 2009.
Proxy votes were received from ordinary shareholders in respect of 91,278,337 ordinary shares amounting to 67.02% of the issued share capital. The total number of ordinary shares in issue: 136,192,380 (excluding shares held in treasury).
5.9% and 6.6% Cumulative Preference shareholders were entitled to vote on resolution 12 and their votes are included in the totals shown below. Proxy votes in respect of 17,254 5.9% preference shares and 1,900 6.6% preference shares were received amounting to 2.8% and 0.38% of the respective issued share capitals. The total number of 5.9% preference shares in issue: 615,562, 6.6% preference shares in issue: 498,434.
All resolutions put to the meeting were passed on a show of hands. The proxy votes cast in respect of the resolutions received prior to the meeting were as follows:
Resolution |
For |
Against |
Discretion to Chairman |
Discretion to Third Party |
Withheld |
1. To receive the report of the directors and the financial statements for the year ended 31 December 2008 |
90,968,314 |
100,307 |
120,942 |
1,605 |
87,169 |
2. To approve the directors' remuneration report for the year ended 31 December 2008 |
83,340,432 |
6,880,555 |
131,452 |
1,605 |
924,292 |
3. To declare a final dividend of 13.55 pence per ordinary share |
91,087,825 |
0 |
120,295 |
1,605 |
68,612 |
4. To re-elect M C Flower as a director |
89,925,919 |
1,139,642 |
129,760 |
1,605 |
81,411 |
5. To re-appoint PricewaterhouseCoopers LLP as auditors |
90,164,242 |
270,692 |
125,584 |
1,605 |
716,213 |
6. To authorise the directors to determine the remuneration of PricewaterhouseCoopers LLP |
91,069,149 |
8,453 |
124,122 |
1,605 |
75,008 |
7. To increase the authorised share capital from GBP 18,400,000 to GBP 24,211,125 by the creation of an additional 58,111,250 ordinary shares of 10p each |
90,837,678 |
224,761 |
124,572 |
1,605 |
85,062 |
8. Authorise the directors to allot relevant securities up to an aggregate nominal amount of £9,079,492 |
85,438,005 |
5,609,378 |
142,759 |
1,605 |
86,590 |
9. To authorise the directors to allot equity securities without pre-emptive rights up to an aggregate nominal amount of £699,750 |
90,064,223 |
608,558 |
142,759 |
1,605 |
461,192 |
10. To authorise market purchase of own shares up to a maximum of 13,500,000 ordinary shares |
90,946,843 |
94,730 |
154,426 |
1,605 |
80,733 |
11. That a general meeting (other than an annual general meeting) may be called on not less than 14 clear days' notice |
88,744,129 |
1,151,174 |
149,175 |
1,605 |
1,232,254 |
12. To amend the Articles of Association re authorised share capital |
90,767,142 |
219,418 |
213,833 |
1,605 |
95,493 |
Resolutions 1 to 8 (inclusive) were passed as ordinary resolutions and resolutions 9 to 12 (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 at the UK Listing Authority's Document Viewing Facility, The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.
At the conclusion of the Annual General Meeting, David Dunn, retired from the Board. An announcement regarding his successor will be made in due course.
Louise Scott
Company Secretary & Legal Counsel
29 April 2009