Morgan Advanced Materials PLC

Proxy Solicitation & Information Statement • Mar 30, 2011

The Morgan Crucible Company plc

Attendance card – 2011 Annual General Meeting

Annual General Meeting on Tuesday 10 May 2011 at St Anne's Manor, London Road, Wokingham RG40 1ST at 12 noon.

If you are attending the Meeting, please sign this card and, on your arrival, hand it to the Company's Registrars at the entrance to the Meeting.

If you have appointed a person other than the Chairman of the Meeting to attend on your behalf, your proxy must sign this card.

Signature of person attending

AGM Map: St Anne's Manor

St Anne's Manor, London Road, Wokingham RG40 1ST Tel: 01189 772 550

Registered in England No. 286773. Registered Office: Quadrant, 55-57 High Street, Windsor, Berkshire SL4 1LP

The Morgan Crucible Company plc Form of proxy – 2011 Annual General Meeting		Bar code:
If you cannot attend the Meeting you may use this form to appoint a proxy on your behalf.		Investor code:
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I/We the undersigned being a member(s) of the above Company and entitled to vote at the above mentioned Meeting hereby appoint the Chairman of the Meeting or (See notes 2 and 3 overleaf)
to act as my/our proxy at the Annual General Meeting to be held on Tuesday 10 May 2011			Number of Shares (See notes 2 and 3 overleaf)
at 12 noon at St Anne's Manor, London Road, Wokingham, RG40 1ST and at any adjournment thereof (the Meeting). Please indicate with an 'X' in the boxes below how you wish your vote to be cast in respect of resolutions as follows (see note 4 overleaf).
Please tick here if this proxy appointment is one of multiple appointments being made.
Ordinary resolutions 1 To receive the audited accounts and the auditors' and directors' reports for the year ended 2 January 2011	Vote withheld Against For	auditors' remuneration	12 To authorise the Directors of the Company to determine the	withheld Against Vote For
2 To approve the directors' remuneration report of the Remuneration Committee		13 To authorise the Directors of the Company to make political donations 14 To authorise the Directors of the Company to allot shares Special resolutions 15 To authorise the Directors of the Company to disapply pre-emption rights 16 To enable the Company to convene a general meeting (other than AGMs) on 14 days' notice 17 To amend the Company's Articles of Association
3 To declare a Final Dividend at the rate of 5 pence per Ordinary share
4 To re-elect Mark Robertshaw as a Director
5 To re-elect Simon Heale as a Director
6 To re-elect Martin Flower as a Director 7 To re-elect Andrew Given as a Director
8 To re-elect Kevin Dangerfield as a Director
9 To re-elect Tim Stevenson as a Director
10 To elect Andrew Hosty as a Director		Signature
11 To re-appoint KPMG Audit Plc as auditors of the Company		Date

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Notes relating to the Proxy Form

• 1. Every holder has the right to appoint some other person(s) of their choice as his or her proxy to exercise all or any of his or her rights, to attend, speak and vote on their behalf at the Meeting. A proxy need not be a member of the Company.
• 1. If you wish to appoint a proxy other than the Chairman of the Meeting, please delete the words 'the Chairman of the Meeting or' and substitute the name of your choice who need not be a member of the Company. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of securities in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or in the case of a corporate shareholder, the full voting entitlement for each relevant designated account).
• 1. A member may appoint a proxy or proxies by (i) completing this proxy form, together with the power of attorney (if any) under which it is signed, or a notarially certified copy thereof, and depositing it at the offices of Capita Registrars, 34 Beckenham Road, Beckenham BR3 4TU or returning the proxy form in an envelope to FREEPOST RSBH-UXKS-LRBC, PXS, 34 Beckenham Road, Beckenham BR3 4TU (no stamp required) by the latest time for receipt of proxy appointments specified in the Notice of Meeting; or (ii) if you are a user of the CREST system (including CREST Personal Members), having an appropriate CREST message transmitted (please see note 5 below).

To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrars' Helpline on 0871 664 0300 (calls cost 10p per minute plus network extras. Lines are open 8.30 am to 5.30 pm, Monday to Friday) or you may copy this form. Please indicate in the box next to the proxy holder's name the number of securities in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All

• forms must be signed and should be returned together in the same envelope. 4. You may instruct your proxy how to vote by marking the appropriate box next to each resolution. Details of the resolutions are contained in the Notice of Meeting and the explanatory notes. If in respect of any resolution you have not given specific instructions on how your proxy should vote, your proxy will have discretion to vote on that resolution in respect of the voting entitlement you granted to that proxy, as they see fit. Your proxy will also have discretion to vote as they see fit on any other business which may properly come before the Meeting, including amendments to resolutions, and at any adjournment of the Meeting. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution.
• 1. To appoint a proxy or to give or amend an instruction to a previously appointed proxy via the CREST system, the CREST message must be received by the issuer's agent (ID number RA10) by the latest time for receipt of proxy

appointments specified in the Notice of Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message. After this time any change of instructions to a proxy appointed through CREST should be communicated to the proxy by other means. CREST Personal Members or other CREST sponsored members and those CREST Members who have appointed voting service provider(s) should contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and system timings, please refer to the CREST Manual. We may treat a proxy appointment sent by CREST as invalid in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

• 1. The Company specifies that only those holders of Ordinary shares registered in the register of members of the Company at 6.00 pm on 6 May 2011 (or, in the event that the Meeting is adjourned, in the register of members at 6 pm on the day which is two days (excluding any part of a day that is not a working day) before the day of the adjourned Meeting) shall be entitled to attend and vote at the Meeting in respect of the number of Ordinary shares registered in their names at that time. Changes to entries on the relevant register of members after 6.00 pm on 6 May 2011 (or, in the event that the Meeting is adjourned, in the register of members after 6 pm on the day which is two days (excluding any part of a day that is not a working day) before the day of the adjourned Meeting) shall be disregarded in determining the rights of any person to attend or vote at the Meeting.
• 1. The form must be signed. In the case of joint accounts, one holder may sign the proxy form. The vote of the senior who tenders a vote will be taken to the exclusion of all others.
• 1. In the case of a corporation, this form must be executed either under its common seal or under the hand of an Officer or Attorney duly authorised.
• 1. In the case of joint holders of Ordinary shares any one of such holders may vote at the Meeting, either personally or by proxy, in respect of those shares, and if more than one of such joint holders is present at the Meeting, either personally or by proxy, the joint holder whose name stands first on the register as one of such holders shall be entitled to vote in respect thereof.
• 1. Except as provided above, members who wish to communicate with the Company in relation to the Meeting should do so using the means set out in the notes to the Notice of Meeting. No other methods of communication will be accepted. In particular you may not use any electronic address provided either in this form of proxy or in any related documents to communicate with the Company for any purposes other than those expressly stated. For further information in relation to this form of proxy, please refer to the notes to the Notice of Meeting.
• 1. Completion and return of this proxy form will not preclude you from attending and voting at the Meeting should you wish to do so.

Business Reply Licence Number RSBH-UXKS-LRBC

PXS 34 Beckenham Road Beckenham BR3 4TU