Vesuvius PLC — AGM Information 2014

May 20, 2014

Company No: 821776

Vesuvius plc - Resolutions passed at the AGM on 15 May 2014

AT THE ANNUAL GENERAL MEETING of the Company held on 15 May 2014, the following resolutions were passed:

As an ordinary resolution:

• 1. THAT the report of the Directors and the audited accounts of the Company for the year ended 31 December 2013 be received.
• 1. THAT a final dividend of 10.25 pence per ordinary share for the year ended 31 December 2013 be declared, to be paid on 23 May 2014 to holders of ordinary shares in the capital of the Company ("Ordinary Shareholders") on the register of members at close of business on 25 April 2014.
• 1. THAT Ms N J Connors be re-elected a Director of the Company.
• 1. THAT Mr C G H Gardell be re-elected a Director of the Company.
• 1. THAT Mr J L Hewitt be re-elected a Director of the Company.
• 1. THAT Ms I J Hinkley be re-elected a Director of the Company.
• 1. THAT Mr J McDonough be re-elected a Director of the Company.
• 1. THAT Mr C M O'Shea be re-elected a Director of the Company.
• 1. THAT Mr F C Wanecq be re-elected a Director of the Company.
• 1. THAT KPMG LLP be reappointed as Auditor of the Company to hold office from the conclusion of the Meeting until the conclusion of the next Annual General Meeting of the Company at which accounts are laid.
• 1. THAT the Directors be authorised, subject to the passing of Resolution 10 above, to determine the Auditor's remuneration.
• 1. THAT the Directors' remuneration policy set out on pages 68 to 75 in the Annual Report for the year ended 31 December 2013 be approved.
• 1. THAT the Directors' remuneration report excluding the Directors' remuneration policy set out on page 67, and pages 76 to 83 in the Annual Report for the year ended 31 December 2013 be approved.
• 1. THAT the Company and those companies which are subsidiaries of the Company at any time during the period for which this resolution has effect be authorised for the purposes of Part 14 of the Companies Act 2006 (the "Companies Act") during the period from the date of the passing of this Resolution to the end of the next Annual General Meeting or 30 June 2015, whichever is the earlier:
• (i) to make political donations to political parties, and/or independent election candidates;
• (ii) to make political donations to political organisations other than political parties; and
• (iii) to incur political expenditure,

up to an aggregate amount of £100,000, and the amount authorised under each of paragraphs (i) to (iii) shall also be limited to such amount.

Words and expressions defined for the purposes of the Companies Act shall have the same meaning in this Resolution.

• 1. THAT the Directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act to exercise all the powers of the Company to allot shares or grant rights to subscribe for or convert any security into shares:
• (a) up to a nominal amount of £9,040,463;
• (b) comprising equity securities (as defined in Section 560(1) of the Companies Act) up to a further nominal amount of £9,040,463 in connection with an offer by way of a rights issue;

such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the Companies Act and to expire at the end of the next Annual General Meeting or on 30 June 2015, whichever is the earlier but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority ends.

For the purposes of this Resolution "rights issue" means an offer to Ordinary Shareholders in proportion (as nearly as may be practicable) to their existing holdings, to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.

As a special resolution:

• 1. THAT, subject to the passing of Resolution 15 above, the Directors be empowered to allot equity securities (as defined in Section 560(1) of the Companies Act) wholly for cash:
• (a) pursuant to the authority given by paragraph (a) of Resolution 15 above or where the allotment constitutes an allotment of equity securities by virtue of section 560(3) of the Companies Act in each case:
  • (i) in connection with a pre-emptive offer: and
  • (ii) otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £1,392,425; and
• (b) pursuant to the authority given by paragraph (b) of Resolution 15 above in connection with a rights issue.

as if Section 561(1) of the Companies Act did not apply to any such allotment; such power to expire at the end of the next Annual General Meeting or on 30 June 2015, whichever is the earlier but so that the Company may make offers and enter into agreements during this period which would, or might, require equity securities to be allotted after the power ends and the Board may allot equity securities under any such offer or agreement as if the power had not ended.

For the purposes of this Resolution:

• (a) "rights issue" has the same meaning as in Resolution 15 above:
• (b) "pre-emptive offer" means an offer of equity securities open for acceptance for a period fixed by the Directors to holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;
• (c) references to an allotment of equity securities shall include a sale of treasury shares; and

(d) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

1. THAT, pursuant to Article 7 of the Company's Articles of Association, general and unconditional authority be given for the purpose of Section 701 of the Companies Act for market purchases (as defined in Section 693 of the Companies Act) by the Company of its ordinary shares of 10 pence each, provided that:

2. (a) the maximum number of ordinary shares which may be purchased shall be 27,121,389 ordinary shares;

3. (b) the minimum price which may be paid for each ordinary share shall not be less than the nominal value of the ordinary shares at the time of purchase;
4. (c) the maximum price which may be paid for each ordinary share shall be an amount equal to the higher of (i) 105% of the average of the closing price of the Company's ordinary shares as derived from the London Stock Exchange Daily Official List on the five business days immediately preceding the date on which such share is contracted to be purchased and (ii) the price stipulated by Article 5(1) of the Buy-Back and Stabilisation Regulation of 22 December 2003; and
5. (d) this authority shall expire at the end of the next Annual General Meeting or on 30 June 2015, whichever is the earlier (except in relation to the purchase of shares the contract for which was concluded before the expiry of such authority and which might be implemented wholly or partly after such expiry).
6. 1. THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

Certified to be a true cop

Henry Knowles Company Secretary, Vesuvius plc