ICI Shareholders Approve Sale of Quest International to Givaudan SA

January 25, 2007

At an Extraordinary General Meeting held in London today, ICI shareholders approved the proposed sale of Quest International, the Company’s flavours and fragrance business, to Givaudan SA. 

The result of the shareholders’ vote was:  99.94 per cent of the shares voted in favour, and 0.06 per cent of the shares voted against the proposed sale.

On 22 November 2006 ICI announced that it had reached an agreement to sell Quest to Givaudan for a gross cash consideration of 1,200 million GBP, subject to closing balance sheet adjustments, including working capital and net debt.

Of the gross consideration, around 70 million GBP will be used to provide for deal-related tax and costs. Of the balance, approximately 230 million GBP will be used to reduce ICI's post-retirement benefit deficits and around 900 million GBP will be used in the near term to eliminate net debt.

Completion of the sale remains subject to regulatory approval in the European Union.