Professor K Layden

23 April 2024

Dear Keith
Term of Office
I refer to the appointment letter dated 28 April 2017 which confirmed your appointment as a NonExecutive Director of Croda International Plc until 1 May 2020 (the "Appointment Letter") and thesubsequent letters dated 22 April 2020 and 28 April 2023 extending your term of office until 1 May
2024.
I am pleased to confirm that the Board of the Company has agreed that your appointment should
be extended for a further one year until 1 May 2025 in accordance with the terms of the
Appointment Letter.
Please could you confirm your agreement to the above by signing and returning a copy of thisletter which will then be annexed to the Appointment Letter.
Yours sincerely

Anita Frew
Chair

Dr K Layden

28 April 2023

Dear Keith
Term of Office
I refer to the appointment letter dated 28 April 2017 which confirmed your appointment as a NonExecutive Director of Croda International Plc until 1 May 2020 (the "Appointment Letter") and thesubsequent letter dated 22 April 2020 extending your term of office until 1 May 2023.
I am pleased to confirm that the Board of the Company has agreed that your appointment should
be extended for a further one year until 1 May 2024 in accordance with the terms of the
Appointment Letter.
Please could you confirm your agreement to the above by signing and returning the enclosed copyof this letter which will then be annexed to the Appointment Letter.
Yours sincerely

Anita Frew
Chair

Dr K Layden

22 April 2020

Dear Keith
Term of Office
I refer to the appointment letter dated 28 April 2017 which confirmed your appointment as a NonExecutive Director of Croda International Plc until 1 May 2020 (the "Appointment Letter").
I am pleased to confirm that the Board of the Company has agreed that your appointment should
be extended for a further three years term until 1 May 2023 in accordance with the terms of the
Appointment Letter.
Please could you confirm your agreement to the above by signing and returning the enclosed copyof this letter which will then be annexed to the Appointment Letter.
Yours sincerely

Anita Frew
ChairmanCR ODA

Croda International Pie
Cowick Hall Snaith
Goole East Yorkshire
ON 14 9AA EnglandTel +44 (0) 1405 86055 I
Fax +44 (0) 1405 861767

Dr K Layden
Seven Oaks Farm
ldridgehay
Bel per
Derbyshire
DE56 2SS

28 April 2017

Dear KeithI write to confirm your appointment by the Board of Croda International Pie ("the Company"), asa non-executive director with effect from 1 May 2017. This letter confirms the main terms andconditions of your appointment to this office.
1.

Your appointment will be for an initial term of three years commencing on 1 May 2017.
Continuation of your appointment is contingent on satisfactory performance and reelection at forthcoming AGMs.

Non-executive directors are typically expected to serve

two three-year terms, although the Board may invite you to serve for an additional period.
2.

Your appointment will be subject to the Articles of Association of the Company and theprovisions of the Companies Act 2006 ("Companies Act") relating to the retirement, reelection or removal of directors and their qualification or ability to hold office as a director.

3.

You will devote so much of your time, attention, ability and skills as are reasonably
required for the performance of your duties, and it is anticipated that this will require aminimum of 20 - 25 days per annum. We currently hold Board meetings eight times a
year, most of which take place at Cowick Hall with a couple of meetings in London and
one at a site which might be overseas. You will be expected to attend all Board meetings
and the annual general meeting.

4.

The Company has established formal Nomination, Remuneration and Audit Committees.
You have been appointed as a member of the Nomination Committee by the Board . You
may also be invited to attend meetings of the Remuneration and Audit Committees. The
Nomination Committee meets at least three times per year. You will be expected toattend all meetings of committees of which you are a member. Details of the terms ofreference of the various committees have been made available to you.

5.

By accepting this appointment, you confirm that you are able to allocate sufficient time tomeet the expectations of your role with the Company. The agreement of the Company

Registered in England No 206132
Registered office as above

Page 2

must be obtained before you accept any additional commitment that might affect the timethat you are able to devote to your role as a non-executive director of the Company.
The performance of each individual director is evaluated annually to assess, inter alia,
each director's commitment and the effectiveness of his contribution.
6.

Further training may be provided from time to time. You should bring to the attention of
the Chairman any matters upon which you feel further training would be beneficial.

7.

Subject to review by the Board, the fee for your services as a non-executive director willbe £55,000 per annum which will accrue on a daily basis and be payable in equal monthly
instalments in arrears. All fees will be paid to you after deductions of PAYE and National
Insurance contributions and you will be responsible for the payment of any tax (whether
income tax or otherwise) on the said fee.

8.

You will not be entitled to participate in any share option scheme or accrue any pension
from the Company in respect of your role as a non-executive director.

9.

The Company will reimburse to you all travelling, hotel, subsistence and out of pocket
expenses reasonably incurred by you in the proper performance of your duties andauthorised in accordance with any applicable expenses policy operated by the Company
from time to time provided that you produce to the Company vouchers, receipts or otherevidence of actual payment of such expenses.

10.

If circumstances should arise in which it is necessary for you to seek professional advice
in the furtherance of your duties you should consult with the Company's advisers, having
previously informed the Chairman and Company Secretary. In such a case the Company
will be responsible for your legal (or other professional) fees.

In certain circumstances

you may feel it necessary to take independent professional advice from advisors otherthan those of the Company. You will however appreciate that taking separate advice will
require sensitive handling and you will be expected to follow agreed Company
procedures.

The Company will reimburse the full cost of expenditure incurred inaccordance with the Company's then current policy and procedures.
11 .

During the term of your appointment you will not (except with the Board's priorpermission) be directly or indirectly engaged, concerned or interested in any otherbusiness which is wholly or partly in competition with the business carried on by theCompany or any of its subsidiaries (and "subsidiary" has the meaning set out in section
1159 of the Companies Act) (together "Group") nor (except with the Board's permission)
will you accept any appointment as a non-executive director of any other company
carrying on a business competing or tending to compete with the business of theCompany or any other member of the Group, provided that this paragraph 11 does not
apply to prevent you from holding shares or other securities in any company which is

Page 3quoted, listed or otherwise dealt in on a recognised stock exchange or other securities
market and which confer not more than 1 per cent of the votes which could be cast at a
general meeting of such company.
12.

Subject to paragraph 22 of this letter, you will share the same legal responsibilities and be
subject to the same legal constraints as the executive directors of the Company which
includes observing the directors' statutory duties under the Companies Act, a summary ofwhich is attached.

The Board as a whole is collectively responsible for promoting the

success of the Company by directing and supervising its affairs. The Board:
12.1

provides entrepreneurial leadership within a framework of prudent and effective
controls for risk assessment and management;

12.2

sets the strategic aims of the Company, ensures that resources are in place for
the Company to meet its objectives, and reviews management performance; and12.3

sets the values and standards of the Company, and ensures that its obligations
to shareholders and others are understood and met.

13.

You will be expected to participate fully in ensuring that the Board exercises effective
leadership of and control over the Company and members of the Group and monitors its
executive management. In particular you will be expected, as a non-executive director, tobring to the Board knowledge and experience of other business organisations andindependence and objectivity of judgment on matters relating to:
13.1

strategy - constructively challenging and contributing to the development of thestrategy of the Company;

13.2

performance - scrutinising the performance of management in meeting agreed
goals and objectives, and monitoring the reporting of performance;

13.3

risk - being satisfied that financial information is accurate and that financial
controls and systems of risk management are robust and defensible;

13.4

people - determining appropriate levels of remuneration of executive directors
and taking a prime role in the appointment and removal (where necessary) ofsenior management, and in succession planning.

14.

It is the Company's policy to comply with the UK Corporate Governance Code as
amended from time to time. You will be expected to assist in such compliance.

15.

You will comply where relevant with every rule of law, every regulation of the FCA and/or
the London Stock Exchange and every regulation or code of the Company adopted inrelation to dealings by directors and/or employees of the Company and the Group inPage 4

shares, debentures or other securities of the Company and the use to which unpublishedprice sensitive information affecting the shares, debentures or other securities of theCompany and any other company may be put.
16.

You will comply with all rules, policies and procedures of the Company in relation to
directors and/or employees of the Group including in particular but without limitation its
policies and procedures relating to health and safety, electronic communications and IT
abuse and equal opportunities/harassment.

17.

The Company maintains directors' and officers' liability insurance cover and intends tomaintain such cover for the full term of your appointment.

A copy of the policy

documentation may be obtained from the Company Secretary.
18.

You acknowledge that in the course of your appointment you will have access to and be
entrusted with information about the Company's and any member of the Group'sbusiness, financing, dealings, transactions, affairs, plans and proposals which is or may
be secret, confidential or commercially sensitive.

Such information includes, without

limitation , confidential or secret information relating to the Company's or any othermember of the Group's business ideas, business methods, finances, prices, marketing
initiatives, ongoing and previous proposals for acquisitions, disposals or other strategic
corporate developments (including the identity of any company with which the Company
or the Group has discussed such proposals}, development or manpower plans, customer
lists or details, computer systems and software, know-how or other matters connectedwith the products or services manufactured, marketed, provided or obtained by theCompany or any other member of the Group and confidential or secret information
concerning its and their relationships with actual or potential clients or customers and theneeds and requirements of such persons (together "Confidential Information").
19.

You will not, at any time (including for the avoidance of doubt following the termination ofyour appointment) and in any manner, use or divulge to any person, company or otherorganisation (except to officials of the Group who are entitled to know) any Confidential
Information acquired or discovered by you during the term of your appointment.

This

restriction does not apply to any Confidential Information which is or becomes available in
the public domain otherwise than through unauthorised disclosure by you and Confidential
Information which is required by law or the regulations of the FCA or the London Stock
Exchange or the City Code to be disclosed. If you cease to be a director, for whateverreason, you will immediately return all Confidential Information in your possession orcontrol to the Company.
20.

Your appointment as a non-executive director of the Company will automatically terminate
without payment of any compensation :20.1

if you cease to be a director of the Company for whatever cause;Page 520.2

if you become prohibited by law or by virtue of any provision of the Articles of
Association of the Company from being a director;

20.3

if you become bankrupt or make any arrangement or composition with yourcreditors generally;

20.4

if you commit any breach of your obligations during the term of your appointment
or you are guilty of any gross default or misconduct affecting the business of theCompany or the Group or you are guilty of conduct tending to bring yourself or
the Company or any member of the Group into disrepute;

20.5

if you fail to be elected or re-elected as a director at a general meeting of theCompany at which your election or re-election is a valid item of business; or

20.6

if you are or may be suffering from mental disorder and either you are admitted tohospital in pursuance of an application for admission for treatment under the
Mental Health Act 1983 or an order is made by a court having jurisdiction inmatters concerning mental disorder for your detention or for the appointment of areceiver, curator bonis or other person to exercise powers with respect to yourproperty or affairs.

21.

Your appointment as a non-executive director of the Company may be terminated by you
immediately upon written notice if:
21.1

a conflict of interest arises between your position as a director of the Company
and your interests in any other company in which you may be interested in whichcase no payment of any compensation will be payable by the Company; or

21.2

otherwise you feel that you wish to resign your position as a director of theCompany in which case no payment of any compensation will be payable by theCompany.

22.

If you cease to be a non-executive director of the Company for whatever reason, you will
immediately deliver up to the Company all documents and property belong ing to theCompany or any Group Company in your possession or under your control. Documents
include (but are not limited to) all working papers, correspondence, fi les, reports , minutes,
plans, records and other materials (in whatever format they are stored) and any copies ofsuch documents which have been provided to you or prepared by you.

23.

If you resign as a non-executive director of the Company, you should provide to the
Chairman of the Company a written statement, for circulation to the Board, setting out any
concerns you may have about the running of the Company or any proposed action.

Page 624.

As a non-executive director, you do not have authority to commit the Company or any
other member of the Group to any contract or other arrangement whether legally binding
or not without the express authorisation of the Board.

25.

For the avoidance of doubt, these terms and conditions of your appointment set out in thisletter are in substitution for any previous agreements, whether written or oral, between
yourself and the Company or any other member of the Group or any director of theCompany with regard to your position as a non-executive director (such agreements being
deemed to have been terminated by mutual consent).

26.

Notice to the Company should be addressed to the Company and left at its registeredoffice or sent by first class post to its registered office and notice given by the Company tothe non-executive director should be served personally or sent by first class post to his
usual or last known place of residence. In the case of service by post the date of service
will be 48 hours after posting.

27.

The termination of your appointment (howsoever arising) is without prejudice to the rights,
duties and liabilities of either party accrued prior to termination. The clauses in this letter
which expressly or impliedly have effect after termination will continue to be enforceable
notwithstanding termination.

28.

The parties agree that if any clause or part of any clause of this letter is held to be against
the public interest or unlawful or in any way an unreasonable restraint of trade, theremaining clauses or part of the clause will continue in full force and effect and bind theparties.

29.

This letter constitutes an agreement between you and the Company and may beamended or modified in whole or in part at any time by an agreement in writing executedby you and the Company or by notice in writing given to you by the Company where
amendment is required in order for this agreement to comply with the Companies Act, theListing Rules of the FCA, the Admission and Disclosure Standards of the London Stock
Exchange or the City Code (all as amended from time to time).

30.

You hereby appoint any director or other officer of the Company to be your attorney and toact for and on your behalf and in your name to execute all deeds and documents which
may be required to be executed or done by the Company pursuant to this agreement
including (without prejudice to the generality thereof) the execution and delivery of a letterof resignation if you are required to resign pursuant to paragraph 2 of this letter.

Page 731.

THIS DOCUMENT is executed as a deed and is delivered on the date stated at the
beginning of this Deed .

SIGNED as a deed by
Croda International Pie
acting by S E Foots and T M Brophya director and its secretary
Directorlov-..===-----

Secretary

SIGNED as a deed by
K Laydenin the presence of:Witness signature:
Name :
Address :Occupation:d Al Qf... V1£.v'1 1 cSNA rH-1 , ~JU. mt£)( €.(_JJT) VE.. p..s;s,7 Slr-t-NT .

Page 8SUMMARY OF DIRECTORS' DUTIES UNDER COMPANIES ACT 2006

Chapter 2 of Part 2 of the Companies Act 2006 contains the provisions on the general duties of
directors.
The general duties are as follows:•

Duty to act within powers (section 171)

A director of a company must act in accordance with the company's constitution andmust only exercise his powers for the purposes for which they are conferred.
The Companies Act 2006 defines a company's constitution, for the purposes of thegeneral duties, as including the company's articles, decisions taken in accordance withthe articles and other decisions taken by the members or a class of them if they can be
regarded as decisions of the company.
•

Duty to promote the success of the company (section 172)

A director must act in the way he considers, in good faith, would be most likely topromote the success of the company for the benefit of its members as a whole .
In fulfilling the duty in section 172, a director must have regard (amongst other matters)
to:(a)the likely consequences of any decision in the long term;(b)

the interests of the company employees;(c)the need to foster the company's business relationships with suppliers,
customers and others;(d)the impact of the company's operations on the community and the environment;(e)the desirability of the company maintaining a reputation for high standards ofbusiness conduct; and(f)•the need to act fairly as between members of the company .

Duty to exercise independent judgement (section 173)

A director must exercise independent judgement. This duty is not infringed by a director
acting in accordance with an agreement entered into by the company that restricts the
future exercise of the director's discretion or in a way authorised by the company's
constitution.

Page 9•Duty to exercise reasonable care, skill and diligence (section 174)
A director must exercise the care, skill and diligence which would be exercised by areasonably diligent person with both the general knowledge, skill and experience that
may be reasonably expected of a person carrying out the functions carried out by the
director in relation to the company and the general knowledge, skill and experience thatthe director actually has.

•

Duty to avoid conflict of interest (section 175)
A director must avoid situations in which he has or can have a direct or indirect interest
that conflicts with or may conflict with the company's interests. This applies in particular
to the exploitation of property, information or opportunity (whether or not the company
could take advantage of the property, information or opportunity). This duty does not
apply to a conflict of interest arising in relation to a transaction or arrangements with thecompany (these do not have to be authorised by either the members or by the board
and instead directors must declare their interests in transactions or arrangements withthe company under section 177 (in the case of proposed transactions) or under section
182 (in the case of existing transactions) unless an exception applies under thosesections).
The duty is not infringed if the situation cannot reasonably be regarded as likely to giverise to a conflict of interest, or if the matter is authorised by the directors. Such directors'
authorisation may be given in a private company where the constitution does notinvalidate the authorisation, or in a public company, where the constitution specificallyallows the directors to authorise the matter being proposed. Board authorisation is only
effective if the required quorum is met without counting the director in question or any
other interested director or if the conflicted directors have not participated in the taking of
the decision or the decision would have been valid without the participation of theconflicted directors.

Board authorisation is not allowed in respect of acceptance ofbenefits from third parties.
•

Duty not to accept benefits from third parties (section 176)
Directors must not accept any benefits from a third party which is conferred because of
his being a director or his doing or not doing anything as a director. This duty is not
infringed if the acceptance of the benefit cannot reasonably be regarded as likely to giverise to a conflict of interest. Benefits conferred by the company, its holding company or
subsidiaries and benefits given by the directors' service contracts are excluded.

Page 10•Duty to declare interest in proposed transaction or arrangement (section 177)

Directors must declare to the other directors the nature and extent of any interest, direct
or indirect in a proposed transaction or arrangement with the company. The director
need not be a party to the transaction for the duty to apply.

An interest of anotherperson in the contract with the company may require the directors to make a disclosure
under his duty, if the other person's interest amounts to a direct or indirect interest on thepart of the director. Such declarations must be made before the company enters into thetransaction or agreement. The declaration may (but need not) be made at a meeting of
the directors or by notice to the directors in accordance with sections 184 or 185 of theCompanies Act 2006.

If a declaration of interest under this section proves to be, or

becomes, inaccurate or incomplete, a further declaration must be made.
No declaration is required where the director is not aware of his interests or where thedirector is not aware of the transaction or arrangement in question. However, for these
purposes directors are treated as being aware of matters of which they ought reasonably
to be aware.
A director need not make a declaration of interest if his interests cannot reasonably be
regarded as likely to give rise to a conflict of interests, or if the other directors are
already aware of it or, if it concerns the terms of his service contract which have been
considered at a board meeting or board committee.