Ms J Kim

31 July 2024

Dear Julie
Term of Office
I refer to the appointment letter dated 22 July 2021 which confirmed your appointment as a NonExecutive Director of Croda International Plc until 1 September 2024 (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 until 1 September 2027 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

Danuta GrayChair

Ms J Kim

22 July 2021

Dear Julie
I write to confirm your appointment by the Board of Croda International Plc (“the Company”), as a nonexecutive director with effect from 1 September 2021. This letter confirms the main terms and conditions ofyour appointment to this office.
1.

Your appointment will be for an initial term of three years commencing on 1 September 2021.
Continuation of your appointment is contingent on satisfactory performance and election / re-election 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 the provisions of
the Companies Act 2006 (“Companies Act”) relating to the retirement, re-election or removal of directors
and their qualification or ability to hold office as a director.

3.

We currently hold Board meetings seven times a year, most of which take place at Cowick Hall with ameeting in London and two site visits, one of which one will usually be overseas. It is anticipated that
attendance at Board and Board Committee meetings will require 17 days per annum. In addition, youwill be expected to prepare for and attend all Board meetings and the annual general meeting and will
devote so much of your time, attention, ability and skills as are reasonably required for the performanceof your duties.

4.

The Company has established formal Nomination, Remuneration and Audit Committees to which you
have been appointed as a member by the Board. The Audit Committee and Remuneration Committee
currently meet five times per year and the Nomination Committee meets at least two times per year.
You will be expected to prepare for and attend all meetings of committees of which you are a member.
Details of the terms of reference 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 to meet the
expectations of your role with the Company. The agreement of the Company must be obtained before

you accept any additional commitment that might affect the time that 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’scommitment and the effectiveness of his/her 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 will be £63,872.40
per annum. You have notified the Company that you are voluntarily waiving the fee. If you decide in the
future to receive the fee, it will accrue on a daily basis and be payable in equal monthly instalments inarrears. All fees will be paid to you after deductions of PAYE and National Insurance contributions andyou 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 receive any pension from theCompany.

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 and authorised in accordance withany applicable expenses policy operated by the Company from time to time provided that you produce
to the Company vouchers, receipts or other evidence of actual payment of such expenses.

10.

If circumstances should arise in which it is necessary for you to seek professional advice in thefurtherance 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 other than those of the Company. You will however appreciate thattaking 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 in accordancewith the Company’s then current policy and procedures.

11.

During the term of your appointment you will not (except with the Board’s prior permission) be directly
or indirectly engaged, concerned or interested in any other business which is wholly or partly incompetition with the business carried on by the Company or any of its subsidiaries (and “subsidiary”
has the meaning set out in section 1159 of the Companies Act) (together “Group”) nor (except with theBoard’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 the Company or any othermember 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 quoted, 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 24 of this letter, you will share the same legal responsibilities and be subject tothe same legal constraints as the executive directors of the Company which includes observing the2directors’ statutory duties under the Companies Act, a summary of which is attached. The Board as awhole 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 tomeet 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 andcontrol over the Company and members of the Group and monitors its executive management. In
particular you will be expected, as a non-executive director, to bring to the Board knowledge andexperience of other business organisations and independence and objectivity of judgment on mattersrelating to:
13.1 strategy – constructively challenging and contributing to the development of the strategy of theCompany;
13.2 performance – scrutinising the performance of management in meeting agreed goals andobjectives, and monitoring the reporting of performance;
13.3 risk – being satisfied that financial information is accurate and that financial controls and systemsof risk management are robust and defensible;
13.4 people – determining appropriate levels of remuneration of executive directors and taking a primerole in the appointment and removal (where necessary) of senior 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 in relation to dealings bydirectors and/or employees of the Company and the Group in shares, debentures or other securities of
the Company and the use to which unpublished price sensitive information affecting the shares,
debentures or other securities of the Company 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.

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17.

The Company maintains directors’ and officers’ liability insurance cover and intends to maintain suchcover for the full term of your appointment. A copy of the policy documentation may be obtained fromthe Company Secretary.

18.

You acknowledge that in the course of your appointment you will have access to and be entrusted withinformation about the Company’s and any member of the Group’s business, financing, dealings,
transactions, affairs, plans and proposals which is or may be secret, confidential or commerciallysensitive. Such information includes, without limitation, confidential or secret information relating to theCompany’s or any other member 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 Grouphas discussed such proposals), development or manpower plans, customer lists or details, computer
systems and software, know-how or other matters connected with the products or services
manufactured, marketed, provided or obtained by the Company or any other member of the Group andconfidential or secret information concerning its and their relationships with actual or potential clients orcustomers and the needs and requirements of such persons (together “Confidential Information”).

19.

You will not, at any time (including for the avoidance of doubt following the termination of yourappointment) and in any manner, use or divulge to any person, company or other organisation (except
to officials of the Group who are entitled to know) any Confidential Information acquired or discoveredby 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 or control to theCompany.
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;
20.2 if you become prohibited by law or by virtue of any provision of the Articles of Association of theCompany from being a director;
20.3 if you become bankrupt or make any arrangement or composition with your creditors generally;
20.4 if you commit any breach of your obligations during the term of your appointment or you are guiltyof any gross default or misconduct affecting the business of the Company 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 the Company at whichyour election or re-election is a valid item of business; or4

20.6 if you are or may be suffering from mental disorder and either you are admitted to hospital inpursuance of an application for admission for treatment under the Mental Health Act 1983 or an
order is made by a court having jurisdiction in matters concerning mental disorder for yourdetention or for the appointment of a receiver, curator bonis or other person to exercise powers
with respect to your property 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 which case 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 the Company in whichcase no payment of any compensation will be payable by the Company.

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 belonging to the Company or any Group
Company in your possession or under your control. Documents include (but are not limited to) all
working papers, correspondence, files, reports, minutes, plans, records and other materials (in whateverformat they are stored) and any copies of such documents which have been provided to you or preparedby you.

23.

If you resign as a non-executive director of the Company, you should provide to the Chairman of theCompany 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.

24.

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 this letter 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 the Company with regard to your position as a nonexecutive 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 registered office or sent by
first class post to its registered office and notice given by the Company to the non-executive director
should be served personally or sent by first class post to his/her 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 andliabilities 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.

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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, the remaining clauses or part ofthe clause will continue in full force and effect and bind the parties.

29.

This letter constitutes an agreement between you and the Company and may be amended or modified
in whole or in part at any time by an agreement in writing executed by you and the Company or by noticein writing given to you by the Company where amendment is required in order for this agreement tocomply with the Companies Act, the Listing Rules of the FSA, the Admission and Disclosure Standardsof the London Stock Exchange or the City Code (all as amended from time to time).

30.

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

SIGNED as a deed by
Croda International Plc
acting by A M Frew and T M Brophya director and its secretary))))
Director
Secretary

SIGNED as a deed by
J Kim
in the presence of:)))Witness signature:
Name:
Address:
Occupation:

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SUMMARY 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 and must 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 the general duties, as
including the company’s articles, decisions taken in accordance with the 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 to promote the successof 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 andothers;(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 of businessconduct; 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 inaccordance with an agreement entered into by the company that restricts the future exercise of thedirector’s discretion or in a way authorised by the company’s constitution.

•

Duty to exercise reasonable care, skill and diligence (section 174)

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A director must exercise the care, skill and diligence which would be exercised by a reasonably diligent
person with both the general knowledge, skill and experience that may be reasonably expected of aperson carrying out the functions carried out by the director in relation to the company and the generalknowledge, skill and experience that the 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 ofproperty, 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 atransaction or arrangements with the company (these do not have to be authorised by either themembers or by the board and instead directors must declare their interests in transactions or
arrangements with the 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 those sections).
The duty is not infringed if the situation cannot reasonably be regarded as likely to give rise to a conflictof interest, or if the matter is authorised by the directors. Such directors’ authorisation may be given
in a private company where the constitution does not invalidate the authorisation, or in a publiccompany, where the constitution specifically allows the directors to authorise the matter being
proposed. Board authorisation is only effective if the required quorum is met without counting thedirector in question or any other interested director or if the conflicted directors have not participatedin 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 of benefits 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 ofthe benefit cannot reasonably be regarded as likely to give rise 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.

•

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 ina proposed transaction or arrangement with the company. The director need not be a party to thetransaction for the duty to apply. An interest of another person 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 the part of the director. Such declarations must be made before thecompany enters into the transaction 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.

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No declaration is required where the director is not aware of his interests or where the director is notaware of the transaction or arrangement in question. However, for these purposes directors aretreated 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.

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