THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART II OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT 2006. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT OR WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN INDEPENDENT FINANCIAL ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER DULY AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) IF YOU ARE RESIDENT IN THE UNITED KINGDOM OR, IF NOT, FROM ANOTHER APPROPRIATELY AUTHORISED FINANCIAL ADVISER.

If you have sold or otherwise transferred all of your Cookson Shares, please forward this document, together with the accompanying documents, as soon as possible to the buyer or transferee or to the stockbroker, bank manager or other agent through whom the sale or transfer was made for onward delivery to the buyer or transferee. However, such documents should not be mailed, transmitted or distributed, in whole or in part, in, into or from any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction. If you have sold or otherwise transferred only part of your holding of Cookson Shares, you should retain these documents and consult the stockbroker, bank manager or other agent through whom the sale or transfer was effected.

This document does not constitute a prospectus or prospectus equivalent document. This document does not constitute an offer or an invitation to any person to subscribe for or to purchase any securities in Cookson, Alent or Vesuvius. No Alent Shares or Vesuvius Shares have been marketed to, nor are any Alent Shares or Vesuvius Shares available for purchase by, the public in the United Kingdom or elsewhere in connection with the Proposals or the introduction of the Alent Shares and Vesuvius Shares to the Official List.

The Alent Shares and the Vesuvius Shares have not been, and will not be, registered under the US Securities Act of 1933 (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the Alent Shares and the Vesuvius Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the Securities Act or an exemption therefrom. The Vesuvius Shares are expected to be issued in reliance on the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. Cookson Shareholders who are affiliates of Cookson, Alent or Vesuvius as at the Scheme Effective Time will be subject to certain US transfer restrictions relating to the Alent Shares and/or the Vesuvius Shares received in connection with the Scheme and the Demerger. Reference should also be made to paragraph 13 of Part II of this document.

The Alent Shares and the Vesuvius Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or any other US regulatory authority, nor have any of the foregoing authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.

The availability of the Alent Shares and the Vesuvius Shares to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. Any persons (including, without limitation, custodians, nominees and trustees) who have a contractual or other legal obligation to forward this document or any accompanying documents to any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction should seek appropriate advice before taking any action. The Alent Shares and the Vesuvius Shares have not been, and will not be, registered under the applicable securities laws of any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. Accordingly, the Alent Shares and the Vesuvius Shares may not be offered, sold, delivered or transferred, directly or indirectly, in, into or from any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction or to or for the account or benefit of any national, resident or citizen of any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction.

Cookson Group plc

(incorporated in England and Wales with registered number 251977)

Recommended proposals for the separation of the Performance Materials division by a demerger to Alent plc including a scheme of arrangement under Part 26 of the Companies Act 2006 Circular to Cookson Shareholders and Explanatory Statement under section 897 of the Companies Act 2006 and

Notice of Court Meeting and General Meeting

Cookson Shareholders should read the whole of this document and the information incorporated by reference. In addition, this document should be read in conjunction with the blue and white Forms of Proxy which are enclosed with this document. Definitions in this document are set out in Part XIII of this document. Your attention is drawn to the letter from the Chairman of Cookson set out in Part I of this document, which contains the unanimous recommendation of the Cookson Directors that you vote in favour of the Scheme at the Court Meeting and in favour of the Resolutions to be proposed at the General Meeting. An Explanatory Statement from Rothschild explaining the Scheme and the Demerger is set out in Part II of this document.

Your attention is also drawn to Part III of this document, which sets out and describes certain risks that Cookson Shareholders should consider carefully when deciding whether or not to vote in favour of the Scheme at the Court Meeting and in favour of the Resolutions to be proposed at the General Meeting.

Notices of the Court Meeting and the General Meeting, each of which will be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ on 26 November 2012, are set out at the end of this document. The Court Meeting will start at 10.00 a.m. and the General Meeting at 10.15 a.m. (or as soon thereafter as the Court Meeting shall have been concluded or adjourned).

The action to be taken in respect of the Meetings is set out on page 5 and also in paragraph 19 of Part II of this document. A blue Form of Proxy for use in connection with the Court Meeting and a white Form of Proxy for use in connection with the General Meeting are enclosed with this document. Whether or not you intend to attend the Meetings in person, please complete and sign each of the Forms of Proxy in accordance with the instructions printed thereon and return them to Cookson's Registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, as soon as possible and, in any event, so as to be received no later than 48 hours before the time appointed for the relevant Meeting. If the blue Form of Proxy for the Court Meeting is not returned by no later than the above time, it may be handed to Equiniti, on behalf of the chairman of the Court Meeting, at the Court Meeting before the taking of the poll. However, in the case of the General Meeting, unless the white Form of Proxy is returned by no later than the time mentioned in the instructions printed thereon, it will be invalid. The completion and return of a Form of Proxy will not prevent you from attending and voting in person at the Court Meeting or the General Meeting or any adjournments thereof, if you so wish and are so entitled.

As an alternative to completing and returning the Forms of Proxy, you may submit your Forms of Proxy electronically at www.sharevote.co.uk. For security purposes, you will need the Voting ID, Task ID and shareholder reference number which are given on your Forms of Proxy. Electronic proxies must be received no later than 48 hours before the time appointed for the relevant Meeting.

Application will be made for up to 278,700,000 Vesuvius Shares to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that dealings in Cookson Shares will continue until 4.30 p.m. on 14 December 2012 and that Vesuvius Admission will become effective and that dealings in the Vesuvius Shares will commence at 8.00 a.m. on 17 December 2012. A prospectus relating to Vesuvius, prepared in accordance with the Prospectus Rules, has been published and is available on Cookson's website at www.cooksongroup.co.uk. Alternatively, Cookson Shareholders may, subject to applicable securities laws, request a copy of the Vesuvius Prospectus by telephoning 0871 384 2822 (from within the UK) or +44 121 415 0095 (from outside the UK) between 8.30 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays). Calls to 0871 384 2822 will be charged at 8 pence per minute (excluding VAT) from a UK landline. Other service providers' costs may vary. Calls to +44 121 415 0095 from outside the UK will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones. Application will also be made for up to 278,700,000 Alent Shares to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that Alent Admission will become effective and that dealings in the Alent Shares will commence at 8.00 a.m. on 19 December 2012. A prospectus relating to Alent, prepared in accordance with the Prospectus Rules, has been published and is available on Cookson's website at www.cooksongroup.co.uk. Alternatively, Cookson Shareholders may, subject to applicable securities laws, request a copy of the Alent Prospectus by telephoning 0871 384 2822 (from within the UK) or +44 121 415 0095 (from outside the UK) between 8.30 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays). Calls to 0871 384 2822 will be charged at 8 pence per minute (excluding VAT) from a UK landline. Other service providers' costs may vary. Calls to +44 121 415 0095 from outside the UK will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones.

Rothschild, which is authorised and regulated in the United Kingdom by the FSA, is acting as financial adviser and sponsor to Cookson and as financial adviser and sponsor to the listing of Alent plc and Vesuvius plc and for no one else in connection with the Proposals and will not be responsible to anyone other than Cookson, Alent plc and Vesuvius plc for providing the protections afforded to clients of Rothschild, nor for providing advice in relation to the Proposals or any other matter or arrangement referred to in this document. This statement does not seek to limit or exclude responsibilities or liabilities which may arise under the FSMA or the regulatory regime established thereunder.

Each of BofA Merrill Lynch and J.P. Morgan Cazenove is acting for Cookson as joint broker in connection with the listing of Alent plc and Vesuvius plc and, subject to the following paragraphs, will not be responsible to anyone other than Cookson for providing the protections afforded to its clients or for providing advice in relation to this document and the Proposals or for providing advice in connection with the proposed listing or admission to trading of the Alent Shares and Vesuvius Shares or any other matters referred to in this document, other than to the extent required by law or appropriate regulation in the United Kingdom. Each of BofA Merrill Lynch and J.P. Morgan Cazenove is authorised and regulated in the United Kingdom by the Financial Services Authority. This statement does not seek to limit or exclude responsibilities or liabilities which may arise under the FSMA or the regulatory regime established thereunder.

Each of BofA Merrill Lynch and UBS is acting for Alent plc as joint broker in connection with the listing of Alent plc and, subject to the preceding and following paragraphs, will not be responsible to anyone other than Alent plc for providing the protections afforded to its respective clients or for providing advice in relation to this document and the Proposals or for providing advice in connection with the proposed listing or admission to trading of the Alent Shares or any other matters referred to in this document, other than to the extent required by law or appropriate regulation in the United Kingdom. Each of BofA Merrill Lynch and UBS is authorised and regulated in the United Kingdom by the Financial Services Authority. This statement does not seek to limit or exclude responsibilities or liabilities which may arise under the FSMA or the regulatory regime established thereunder.

Each of BofA Merrill Lynch and J.P. Morgan Cazenove is acting for Vesuvius plc as joint broker in connection with the listing of Vesuvius plc and, subject to the preceding paragraphs, will not be responsible to anyone other than Vesuvius plc for providing the protections afforded to its respective clients or for providing advice in relation to this document and the Proposals or for providing advice in connection with the proposed listing or admission to trading of the Vesuvius Shares or any other matters referred to in this document, other than to the extent required by law or appropriate regulation in the United Kingdom. Each of BofA Merrill Lynch and J.P. Morgan Cazenove is authorised and regulated in the United Kingdom by the Financial Services Authority. This statement does not seek to limit or exclude responsibilities or liabilities which may arise under the FSMA or the regulatory regime established thereunder.

Important notice

The release, publication or distribution of this document, the Alent Prospectus and the Vesuvius Prospectus in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession any of this document, the Alent Prospectus and the Vesuvius Prospectus come should inform themselves about, and observe, any applicable restrictions or requirements. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Proposals disclaim any responsibility or liability for the violation of such requirements by any person. This document has been prepared for the purposes of complying with English law and the rules of the London Stock Exchange and the UKLA Rules and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws and regulations of any jurisdiction outside England and Wales.

This document and the accompanying documents do not constitute an offer or form part of any offer or invitation to purchase, subscribe for, sell or issue, or a solicitation of any offer to purchase, subscribe for, sell or issue, any securities pursuant to this document or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This document does not comprise a prospectus or a prospectus equivalent document.

The statements contained herein are made as at the date of this document, unless some other time is specified in relation to them, and service of this document shall not give rise to any implication that there has been no change in the facts set forth herein since such date. Nothing contained in this document shall be deemed to be a forecast, projection or estimate of the future financial performance of Cookson, Alent plc, Vesuvius plc or their respective groups except where otherwise stated.

Apart from the responsibilities and liabilities, if any, which may be imposed on Rothschild by the FSMA or the regulatory regime established thereunder, neither Rothschild nor any person affiliated with it accepts any responsibility whatsoever nor makes any representation or warranty, express or implied, in respect of the contents of this document and/or any information incorporated by reference, including its accuracy, completeness or verification or for any other statement made or purported to be made by any of them, or on behalf of them, in connection with the Cookson Group, Alent plc, Vesuvius plc and/or the Proposals and nothing in this document is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Rothschild accordingly disclaims, to the fullest extent permitted by applicable law, all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this document.

Cautionary note regarding forward-looking statements

This document includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "anticipates", "believes", "estimates", "expects", "intends", "may", "plans", "projects", "should" or "will", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this document and include, but are not limited to, statements regarding Cookson and/or Alent plc and/or Vesuvius plc and their respective groups' intentions, beliefs or current expectations concerning, amongst other things, results of operations, prospects, growth, strategies and expectations of their respective businesses.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the actual results of Cookson and/or Alent plc and/or Vesuvius plc and their respective groups' operations and the development of the markets and the industry in which they operate or are likely to operate and their respective operations may differ materially from those described in, or suggested by, the forward-looking statements contained in this document. In addition, even if the results of operations and the development of the markets and the industry in which Cookson and/or Alent plc and/or Vesuvius plc and their respective groups operate, are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation, currency fluctuations or advancements in research and development and the other factors discussed in Part III of this document and elsewhere in this document.

Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this document reflect Cookson and/or Alent plc and/or Vesuvius plc and their respective groups' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Cookson and/or Alent plc and/or Vesuvius plc and their respective groups' operations, results of operations and growth strategy. Cookson Shareholders should specifically consider the factors identified in this document which could cause actual results to differ before making a decision on the Proposals.

None of Cookson, Alent plc or Vesuvius plc nor any member of their respective groups undertakes any obligation to update the forward-looking statements to reflect actual results or any change in events, conditions or assumptions or other factors unless otherwise required by the Prospectus Rules, the Disclosure and Transparency Rules and/or the Listing Rules.

Cookson Shareholders should note that the contents of these paragraphs relating to forward-looking statements are not intended to qualify the statements made as to sufficiency of working capital in this document.

Presentation of information

Unless otherwise indicated, financial information in this document has been prepared in accordance with International Financial Reporting Standards and interpretations issued by the International Financial Reporting Interpretations Committee published by the International Accounting Standards Board (IFRS) as adopted by the European Union, and in pounds sterling. Unless otherwise indicated, all unaudited financial information in this document has been extracted without material adjustment from the Cookson Group's accounting records. Prospective investors should ensure that they read the whole of this document and not just rely on key information or information summarised within it.

Currencies

All references to pounds, pounds sterling, sterling, £, pence, penny and p are to the lawful currency of the United Kingdom and all references to US dollars, \$, US\$ cents or c are to the lawful currency of the United States. All references to euro are to the single currency of the member states of the European Union participating in the third stage of economic and monetary union pursuant to the Treaty of Rome of 25 March 1957 establishing the European Economic Community, as amended and supplemented from time to time.

General note

The contents of this document are not to be construed as legal, business or tax advice. This document is for your information only and nothing in this document is intended to endorse or recommend a particular course of action. You should consult your own legal adviser, financial adviser or tax adviser for advice.

Investors should only rely on the information contained in this document and any document incorporated into this document by reference. Without limitation to the foregoing, reliance should not be placed on any information in announcements released by Cookson prior to the date hereof, except to the extent that such information is repeated or incorporated by reference into this document. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied upon as having been so authorised. Subject to the Prospectus Rules, the Listing Rules and the Disclosure and Transparency Rules, the publication of this document shall not, in any circumstances, create any implication that there has been no change in the affairs of the Cookson Group, Alent plc or Vesuvius plc since the date of this document or that the information in it and incorporated by reference herein is correct as of any subsequent date. Alent plc and Vesuvius plc will each comply with its obligation to publish a supplementary prospectus containing further updated information required by law or by any regulatory authority but each assumes no further obligation to publish additional information.

TO VOTE ON THE PROPOSALS

Whether or not you plan to attend the Meetings:

1. complete, sign and return the blue Form of Proxy for use at the Court Meeting, so as to be received by no later than 10.00 a.m. on 24 November 2012; and
1. complete, sign and return the white Form of Proxy for use at the General Meeting, so as to be received by no later than 10.15 a.m. on 24 November 2012.

If you require assistance, please telephone Equiniti on 0871 384 2822 (from within the UK) or +44 121 415 0095 (from outside the UK) between 8.30 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays). Calls to 0871 384 2822 will be charged at 8 pence per minute (excluding VAT) from a UK landline. Other service providers' costs may vary. Calls to +44 121 415 0095 from outside the UK will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones.

Please note that, for legal reasons, the helpline cannot provide advice on the merits of the Proposals or give any legal, tax or financial advice.

Calls to the helpline may be recorded.

The completion and return of Forms of Proxy will not prevent you from attending and voting at the Court Meeting and/or the General Meeting, or any adjournments thereof, in person should you wish to do so.

If the blue Form of Proxy for use at the Court Meeting is not returned by 10.00 a.m. on 24 November 2012, it may be handed to Equiniti, on behalf of the chairman of the Court Meeting, at the Court Meeting before the taking of the poll. However, in the case of the General Meeting, unless the white Form of Proxy is returned so as to be received by no later than 10.15 a.m. on 24 November 2012 (or, if the General Meeting is adjourned, not less than 48 hours prior to the time and date set for the adjourned meeting), it will be invalid.

IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR REPRESENTATION OF SHAREHOLDER OPINION. YOU ARE THEREFORE STRONGLY URGED TO COMPLETE, SIGN AND RETURN YOUR FORMS OF PROXY AS SOON AS POSSIBLE.

This page should be read in conjunction with the ACTION TO BE TAKEN, set out on page 5 of this document, and the rest of this document.

ACTION TO BE TAKEN

Detailed instructions on the action to be taken are set out in paragraph 19 of Part II of this document and are summarised below.

The Court Meeting and the General Meeting will be held on 26 November 2012 at 10.00 a.m. and 10.15 a.m., respectively (or, in the case of the General Meeting, if later, as soon as the Court Meeting has concluded or been adjourned).

Please check that you have received the following with this document:

a blue Form of Proxy for use in respect of the Court Meeting; and
a white Form of Proxy for use in respect of the General Meeting.

If you have not received all of these documents, please contact Equiniti on the helpline telephone number indicated below.

To vote on the Scheme:

Whether or not you intend to attend the Meetings, please complete and sign both the blue and white Forms of Proxy and return them to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA as soon as possible, but, in any event, to be received by no later than 10.00 a.m. on 24 November 2012 in the case of the Court Meeting (blue form) and by no later than 10.15 a.m. on 24 November 2012 in the case of the General Meeting (white form) (or, in the case of an adjourned meeting, not less than 48 hours prior to the time and date set for the adjourned meeting). This will enable your votes to be counted at the Meetings in the event of your absence. If the blue Form of Proxy for use at the Court Meeting is not returned by 10.00 a.m. on 24 November 2012, it may be handed to Equiniti, on behalf of the chairman of the Court Meeting, at the Court Meeting before the taking of the poll. However, in the case of the General Meeting, unless the white Form of Proxy is returned so as to be received by no later than 10.15 a.m. on 24 November 2012 (or, if the General Meeting is adjourned, not less than 48 hours prior to the time and date set for the adjourned meeting), it will be invalid.

If you hold your Cookson Shares in uncertificated form (that is, in CREST), you may vote using the CREST voting service in accordance with the procedures set out in the CREST Manual (please also refer to the notes for the notices convening the Court Meeting and the General Meeting set out in Part XV and Part XVI, respectively, of this document and the notes to the Forms of Proxy).

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with the specifications of Euroclear UK & Ireland Limited ("Euroclear") and must contain the information required for such instructions, as described in the CREST Manual.

The message, regardless of whether it relates to the appointment of a proxy, the revocation of a proxy appointment or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Equiniti (CREST participant ID RA19) by no later than 10.00 a.m. on 24 November 2012 in the case of the Court Meeting and by no later than 10.15 a.m. on 24 November 2012 in the case of the General Meeting (or, in the case of an adjourned meeting, not less than 48 hours prior to the time and date set for the adjourned meeting).

For this purpose, the time of receipt will be taken as the time (as determined by the stamp applied to the message by the CREST Applications Host) from which Equiniti is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsor or voting service provider, should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his or her CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by a particular time. In this connection, CREST members and, where applicable, their CREST sponsor or voting service provider are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).

The completion and return of the relevant Form of Proxy will not prevent you from attending and voting in person at the Court Meeting and/or the General Meeting, or any adjournments thereof, should you wish to do so.

If you are a participant in any of the Cookson Employee Share Plans, you will be sent a separate letter explaining the implications of the Proposals for your options and awards and what action, if any, you need to take.

IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR REPRESENTATION OF SHAREHOLDER OPINION. YOU ARE THEREFORE STRONGLY URGED TO COMPLETE, SIGN AND RETURN YOUR FORMS OF PROXY AS SOON AS POSSIBLE.

Appointment of multiple proxies and multiple proxy voting instructions

You are entitled to appoint a proxy in respect of some or all of your Cookson Shares. You are also entitled to appoint more than one proxy. A space has been included in the Forms of Proxy to allow you to specify the number of Cookson Shares in respect of which that proxy is appointed.

If you wish to appoint more than one proxy in respect of your shareholding, you should contact Equiniti to obtain further Forms of Proxy or photocopy the Forms of Proxy, as required. You may appoint more than one proxy in relation to each Meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you. The following principles shall apply in relation to the appointment of multiple proxies:

(a) Cookson will give effect to the intentions of members and include votes wherever and to the fullest extent possible.
(b) Where a proxy does not state the number of Cookson Shares to which it applies (a "blank proxy"), then, subject to the following principles where more than one proxy is appointed, that proxy is deemed to have been appointed in relation to the total number of Cookson Shares registered in the name of the appointing member (the "member's entire holding"). In the event of a conflict between a blank proxy and a proxy which does state the number of Cookson Shares to which it applies (a "specific proxy"), the specific proxy shall be counted first, regardless of the time it was sent or received (on the basis that, as far as possible, the conflicting Forms of Proxy should be judged to be in respect of different Cookson Shares) and the remaining Cookson Shares will be apportioned to the blank proxy in due proportion if there is more than one.
(c) Where there is more than one proxy appointed and the total number of Cookson Shares in respect of which proxies are appointed is no greater than the member's entire holding, it is assumed that proxies are appointed in relation to different Cookson Shares, rather than that conflicting appointments have been made in relation to the same Cookson Shares. That is, there is only assumed to be a conflict where the aggregate number of Cookson Shares in respect of which proxies have been appointed exceeds the member's entire holding.
(d) Subject to paragraph (b) above, when considering conflicting proxies, later proxies will prevail over earlier proxies and a later proxy will be determined on the basis of which proxy is last sent (or, if Cookson is unable to determine which is last sent, last received). Proxies in the same envelope will be treated as sent and received at the same time to minimise the number of conflicting proxies.
(e) If conflicting proxies are sent or received at the same time in respect of (or deemed to be in respect of) a member's entire holding, none of them will be treated as valid.
(f) Where the aggregate number of Cookson Shares in respect of which proxies are appointed exceeds a member's entire holding and it is not possible to determine the order in which they were sent or received, the number of votes attributed to each proxy will be reduced in due proportion (on the basis that, as far as possible, conflicting Forms of Proxy should be judged to be in respect of different Cookson Shares).
(g) Where the application of paragraph (f) above gives rise to fractions of shares, such fractions will be rounded down.
(h) If a member appoints a proxy or proxies and then decides to attend the Court Meeting or the General Meeting in person and vote using his poll card (as applicable), then the vote in person will override the proxy vote(s). If the vote in person is in respect of the member's entire holding, then all proxy votes will be disregarded.
(i) In relation to paragraph (h) above, in the event that a member does not specifically revoke proxies, it will not be possible for Cookson to determine the intentions of the member in this regard. However, in light of the aim to include votes wherever and to the fullest extent possible, it will be assumed that earlier proxies should continue to apply to the fullest extent possible.

Helpline

If you have any questions relating to this document or the completion and return of the Forms of Proxy, please write to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or call on 0871 384 2822 or, if telephoning from outside the United Kingdom, on +44 121 415 0095 between 8.30 a.m. and 5.30 p.m. Monday to Friday, excluding public holidays. Please note that, for legal reasons, the helpline cannot provide advice on the merits of the Proposals or give any legal, tax or financial advice. Calls to 0871 384 2822 will be charged at 8 pence per minute (excluding VAT) from a UK landline. Other providers' costs may vary. Calls to +44 121 415 0095 from outside the UK will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones.

	Page
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	9
COOKSON DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS .	11
PART I LETTER FROM THE CHAIRMAN OF COOKSON	12
PART II EXPLANATORY STATEMENT	29
PART III RISK FACTORS .	55
PART IV SUMMARY OF THE PRINCIPAL TERMS AND CONDITIONS OF THE SEPARATION AGREEMENTS	68
PART V INFORMATION ON ALENT .	71
PART VI INFORMATION ON VESUVIUS .	97
PART VII AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF COOKSON	127
PART VIII HISTORICAL FINANCIAL INFORMATION RELATING TO ALENT	128
PART IX UNAUDITED PRO FORMA FINANCIAL INFORMATION	130
PART X TAXATION	134
PART XI THE SCHEME OF ARRANGEMENT	139
PART XII ADDITIONAL INFORMATION	144
PART XIII DEFINITIONS .	172
PART XIV GLOSSARY OF TECHNICAL TERMS .	181
PART XV NOTICE OF COURT MEETING .	184
PART XVI NOTICE OF GENERAL MEETING	186

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event	Time and/or date
Latest time and date for receipt of blue Forms of Proxy/ CREST Proxy Instructions for the Court Meeting	10.00 a.m. on 24 November 2012(1)
Latest time and date for lodging an electronic proxy for the Court Meeting by way of CREST Proxy Instruction or online at www.sharevote.co.uk	10.00 a.m. on 24 November 2012
Latest time and date for receipt of white Forms of Proxy/ CREST Proxy Instructions for the General Meeting	10.15 a.m. on 24 November 2012(1)
Latest time and date for lodging an electronic proxy for the General Meeting by way of CREST Proxy Instruction or online at www.sharevote.co.uk	10.15 a.m. on 24 November 2012
Voting Record Time in respect of the Court Meeting and General Meeting	6.00 p.m. on 24 November 2012(2)
Court Meeting	10.00 a.m. on 26 November 2012
General Meeting	10.15 a.m. on 26 November 2012(3)
The following dates are subject to change
Scheme Court Hearing to sanction the Scheme and to confirm the Cookson Capital Reduction	14 December 2012
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Cookson Shares	Up until 6.00 p.m. on 14 December 2012(4)
Scheme Record Time	6.00 p.m. on 14 December 2012(4)
Scheme Effective Time: Vesuvius plc becomes the holding company of Cookson	Around 9.00 p.m. on 14 December 2012(4)
Cancellation of listing of Cookson Shares, Vesuvius Admission, crediting of Vesuvius Shares to CREST accounts and dealings in Vesuvius Shares commence on the London Stock Exchange	8.00 a.m. on 17 December 2012(4)
Vesuvius Court Hearing to confirm the Vesuvius Capital Reduction .	17 December 2012(4)
Demerger Record Time	6.00 p.m. on 18 December 2012(5)
Demerger Effective Time: Demerger becomes effective	Before 8.00 a.m. on 19 December 2012(5)
Alent Admission, crediting of Alent Shares to CREST accounts and dealings in Alent Shares commence on the London Stock Exchange	8.00 a.m. on 19 December 2012(5)
Alent Court Hearing to confirm the Alent Capital Reduction .	19 December 2012(5)
Alent Capital Reduction Effective Date	On or before 20 December 2012(5)
Despatch of share certificates for Vesuvius Shares .	by 28 December 2012(5)
Despatch of share certificates for Alent Shares .	by 2 January 2013(5)

Unless otherwise stated, all references to times in this document are to London times.

The Court Meeting and the General Meeting will each be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ at 10.00 a.m. and 10.15 a.m.(3), respectively, on 26 November 2012.

Notes:

⁽¹⁾ If the blue Form of Proxy for the Court Meeting is not returned by the above time, it may be handed to Equiniti, on behalf of the chairman of the Court Meeting, at the Court Meeting before the taking of the poll. However, the white Form of Proxy for the General Meeting must be returned by no later 10.15 a.m. on 24 November 2012 to be valid.

(2) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the adjourned meeting will be 6.00 p.m. on the date two days before the date set for the adjourned meeting.
(3) General Meeting to commence at 10.15 a.m. or, if later, immediately after the conclusion or adjournment of the Court Meeting.
(4) These times and dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and confirms the Cookson Capital Reduction. If any of the expected dates change, Cookson will give adequate notice of the change by issuing an announcement through a Regulatory Information Service.
(5) These times and dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and confirms the Cookson Capital Reduction and the date upon which the Court confirms the Vesuvius Capital Reduction. If any of the expected dates change, Cookson will give adequate notice of the change by issuing an announcement through a Regulatory Information Service.

COOKSON DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

DIRECTORS

Mike Butterworth Steve Corbett Emma FitzGerald Christer Gardell Jeff Harris Jeff Hewitt Peter Hill CBE Jan Oosterveld Nick Salmon John Sussens François Wanecq

COMPANY SECRETARY REGISTERED OFFICE

Richard Malthouse 165 Fleet Street

London EC4A 2AE

FINANCIAL ADVISER AND SPONSOR

Rothschild New Court St. Swithin's Lane London EC4N 8AL

JOINT BROKER

BofA Merrill Lynch 2 King Edward Street London EC1A 1HQ

JOINT BROKER

J.P. Morgan Cazenove

25 Bank Street Canary Wharf London E14 5JP

LEGAL ADVISERS TO COOKSON LEGAL ADVISERS TO THE FINANCIAL ADVISER AND SPONSOR

Ashurst LLP Broadwalk House 5 Appold Street London EC2A 2HA

Equiniti Limited

Aspect House Spencer Road Lancing West Sussex BN99 6DA

Linklaters LLP One Silk Street London EC2Y 8HQ

AUDITORS AND REPORTING ACCOUNTANTS REGISTRARS

KPMG Audit Plc

15 Canada Square Canary Wharf London E14 5GL

PART I LETTER FROM THE CHAIRMAN OF COOKSON

(Incorporated and registered in England and Wales with registered number 251977)

Directors:

Mike Butterworth Steve Corbett Emma FitzGerald Christer Gardell Jeff Harris Jeff Hewitt Peter Hill CBE Jan Oosterveld Nick Salmon John Sussens François Wanecq

Registered office: 165 Fleet Street EC4A 2AE

1 November 2012

To: Cookson Shareholders and, for information only, participants in the Cookson Employee Share Plans and persons with information rights

Dear Shareholder

Recommended proposals for the separation of the Performance Materials division by a demerger to Alent plc

1 Introduction

As you may be aware, the Cookson Group currently comprises three main divisions: the Engineered Ceramics division, the Performance Materials division and the Precious Metals Processing division.

On 17 May 2012, the Board announced that it was initiating a strategic review to consider a number of options for the Cookson Group, including a potential demerger or separation of its main divisions. Following this review, the Board has concluded that a separation of the Performance Materials division from the Engineered Ceramics and Precious Metals Processing divisions is in the best interests of its businesses and would deliver over time greater value for Cookson Shareholders. Earlier today, formal proposals for the Demerger were announced.

The Proposals outlined in this document will give effect to the Demerger and will, if fully implemented, result in Cookson Shareholders ceasing to hold Cookson Shares and instead receiving shares in two new companies: Alent plc and Vesuvius plc. Alent plc will be the holding company of the Performance Materials division and Vesuvius plc will be the holding company of the Engineered Ceramics and Precious Metals Processing divisions.

Following the Demerger, Alent will be organised into two business segments:

Assembly Materials (formerly the Performance Materials division's Joining Technologies business); and
Surface Chemistries (formerly the Performance Materials division's Surface Chemistries business).

Following the Demerger, Vesuvius will be organised into three business segments:

Steel, comprising the Engineered Ceramics division's Steel Flow Control and Advanced Refractories businesses;
Foundry, comprising the Engineered Ceramics division's Foundry Technologies and Fused Silica businesses; and
Precious Metals Processing.

In order for the Proposals to be implemented, the approval of Cookson Shareholders will be required. In particular, as a result of its size, the Demerger is a class 1 transaction (as defined in the Listing Rules) and Cookson Shareholders will therefore be asked to approve the Demerger at the General Meeting by way of the Demerger and Reductions Resolution. The Scheme also requires Cookson Shareholder approval at the Court Meeting. In addition, each of the Cookson Capital Reduction, Alent Capital Reduction and Vesuvius Capital Reduction will require approval at the General Meeting.

The purpose of this document is to:

set out the background to and reasons for the Demerger;
provide you with full details of the Proposals; and
explain why the Board unanimously supports, and recommends that you vote in favour of, the Proposals.

Details of the actions to be taken by Cookson Shareholders are set out on page 5 and in paragraph 19 of Part I and in paragraph 19 of Part II of this document.

Completion of the Demerger is expected to occur on 19 December 2012.

2 Background to, and reasons for, the Demerger

The Engineered Ceramics and Performance Materials divisions of Cookson are separate businesses with very limited operational or end-market overlap and few, if any, operational synergies between the two. The Board has regularly reviewed the composition of the Cookson Group from both an operational efficiency and shareholder-value maximisation perspective. There has been significant development in both divisions over recent years; the Engineered Ceramics division was substantially enlarged via the acquisition and integration of Foseco in 2008 and the Performance Materials division has improved its business mix and doubled its trading profit from 2008 to 2011. The Board believes that both divisions are now large enough to successfully pursue their strategies independently and each should rank as a FTSE 250 company.

Furthermore, the Board believes that the combination of these two businesses has historically added complexity for investors looking to understand Cookson and led some investors to apply a "conglomerate discount" to their valuation of Cookson.

In the opinion of the Board, the two divisions are less likely to maximise their potential performance if they continue to be operated as separate divisions under common ownership. As a result, on 17 May 2012, the Board announced that, as part of its continued focus on maximising operational performance and shareholder value, it was initiating a detailed strategic review to consider a number of options for the Cookson Group, including a potential demerger or separation of its main divisions.

The Board, together with its advisers, has conducted significant analysis as part of the strategic review and has given due consideration to a range of alternatives and factors, including preliminary approaches for its divisions and current market conditions. The Board has concluded that the best option for maximising the value of its businesses and, accordingly, value for Cookson Shareholders, is to proceed with the Demerger. The Board believes that the separation will deliver additional value for shareholders by:

allowing Alent and Vesuvius to pursue their strategic objectives independently with greater flexibility over management of resources and opportunities from a strong financial base;
increasing management focus and attention on the particular needs of each of Alent and Vesuvius, and enabling the assembly of a board of directors specialised in each respective business;
removing the competition between Alent and Vesuvius for capital resources given their differing strategic focus and investment profiles;
enabling each of Alent and Vesuvius to motivate, attract and retain management and other key employees, both by enhancing the value of their equity-based compensation programmes and directly linking such programmes to each business's performance;
providing shareholders with added flexibility in their investment decisions, including by creating two separately listed companies with distinct investment profiles and clear market valuations;
giving rise to a positive valuation re-rating for both entities through the potentially improved performance of the businesses, improved investor understanding and the elimination of any "conglomerate discount" in the current valuation of Cookson;
increasing the visibility of each company's and management team's performance and providing increased opportunities for corporate action in each of Vesuvius and Alent; and
the potential improvement in each company's rating, providing each of Alent and Vesuvius with a more attractive acquisition currency for shareholder-value enhancing acquisitions.

3 Summary of the Proposals

If fully implemented, the Proposals will result in Cookson Shareholders holding shares in two newly incorporated holding companies: Alent plc and Vesuvius plc, each of which will be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange.

It is proposed that the Demerger will be effected in several steps:

The first step will involve a reorganisation of the Cookson Group. The Reorganisation will be carried out primarily in order to ensure that the Performance Materials division is held by a single holding company within the Cookson Group.
Following the Reorganisation, Vesuvius plc will be inserted above Cookson as the new holding company of the Cookson Group. Vesuvius plc will be inserted by way of a Court sanctioned process known as a scheme of arrangement. Following the Scheme, and prior to the Demerger Effective Time, Vesuvius plc will be the holding company of the entire Cookson Group, including the Performance Materials division. Shareholder approval for the Scheme will be sought at a general meeting of Cookson Shareholders and also at a separate shareholder meeting convened by the Court.
Shortly after the Scheme becomes effective, Vesuvius plc will effect a reduction of capital and repay capital to shareholders. The repayment of capital will be satisfied by the transfer of the Performance Materials division to Alent plc, in consideration for which Alent plc will issue shares to Vesuvius Shareholders. The Vesuvius Capital Reduction will also create distributable reserves in Vesuvius.

Following the Demerger, Alent plc will also effect a capital reduction in order to create distributable reserves.

If the Proposals are approved by the Court and Cookson Shareholders and the Demerger becomes effective, for every one Cookson Share they hold, Cookson Shareholders will, on completion of the Demerger, then hold:

one ordinary share in Vesuvius plc, a UK incorporated company, admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange; and
one ordinary share in Alent plc, a UK incorporated company, admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange.

Cookson Shareholders who sell or otherwise transfer their Cookson Shares prior to the Scheme Record Time (expected to be 6.00 p.m. on 14 December 2012) will not receive any Vesuvius Shares.

Vesuvius Shareholders who sell or otherwise transfer their Vesuvius Shares prior to the Demerger Record Time (expected to be 6.00 p.m. on 18 December 2012) will not receive any Alent Shares.

There will be a short period of time, expected to be approximately three days, between the insertion of Vesuvius plc as the new holding company for the Cookson Group and the Demerger of the Performance Materials division. From 8.00 a.m. on 17 December 2012, it is expected that Vesuvius plc will trade as the new holding company for the Cookson Group and will, until the Demerger Effective Time, hold the entire Cookson Group, including the Performance Materials division. The Demerger of the Performance Materials division is expected to take place prior to 8.00 a.m. on 19 December 2012 and the admission of the Alent Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange is expected to take place at 8.00 a.m. on 19 December 2012.

Cookson Shareholders should note, however, that the Scheme is not conditional on the Demerger taking place. Consequently, if the conditions to the Scheme are satisfied and the conditions to the Demerger are not satisfied (or, where permitted, waived), Vesuvius plc will be inserted as the new holding company of the Cookson Group and Cookson Shareholders will receive Vesuvius Shares but the Demerger will not complete, the Performance Materials division will not transfer to Alent and Cookson Shareholders will not receive Alent Shares.

The Scheme is conditional upon, amongst other things, the approval by Cookson Shareholders of the Scheme at the Court Meeting and of the Scheme Resolution at the General Meeting and the Scheme having been sanctioned by the Court. The Demerger is conditional upon, amongst other things, the Scheme having become effective, the Demerger and Reductions Resolution having been approved by Cookson Shareholders and the Vesuvius Capital Reduction having been confirmed by the Court. Full details of the conditions to the Scheme, the Demerger and other parts of the Proposals are set out in paragraph 4 of Part II of this document.

No new equity capital is being raised by either Alent or Vesuvius as part of the Proposals.

Your attention is drawn to the letter from Rothschild set out in Part II of this document which contains a full explanation of the Proposals and to the information set out in the remainder of this document.

4 The Alent and Vesuvius Boards

The Alent and Vesuvius Boards will comprise a combination of existing Cookson Directors and new directors.

Jeff Harris and Nick Salmon, the current Chairman and Chief Executive, respectively, of Cookson, will retire from Cookson following the Demerger and will not serve on either the Alent Board or the Vesuvius Board. Mike Butterworth, the current Finance Director of Cookson, will remain with Cookson to oversee a smooth transition after the Demerger, providing services to both Alent and Vesuvius (including acting as the Interim Finance Director of Alent until a permanent appointee has joined Alent), but is expected to step down from Cookson by 29 March 2013, once Alent and Vesuvius have completed their year end accounts in respect of 2012.

4.1 Alent Board

The Alent Board will comprise:
Name	Position
Peter Hill CBE	Chairman
Steve Corbett	Chief Executive
Mike Butterworth	Interim Finance Director*
Dr Emma FitzGerald	Non-Executive Director
Lars Förberg	Non-Executive Director
Noël Harwerth	Non-Executive Director
Jan Oosterveld	Non-Executive Director
Mark Williamson	Non-Executive Director

*Discussions with a potential permanent Finance Director to succeed Mike Butterworth are at an advanced stage and it is expected that the relevant candidate will take up his position early in the New Year.

Set out in paragraph 11.1 of Part II of this document is a summary of the business experience and principal business activities performed outside Alent by each of the Alent Directors, as well as the dates of their initial appointment as Alent Directors, where applicable.

4.2 Vesuvius Board

The Vesuvius Board will comprise:
Name	Position
John McDonough CBE	Chairman
François Wanecq	Chief Executive
Chris O'Shea	Finance Director
Christer Gardell	Non-Executive Director
Jeff Hewitt	Non-Executive Director
Jan Oosterveld	Non-Executive Director*
John Sussens	Non-Executive Director*

*Jan Oosterveld and John Sussens intend to retire as Vesuvius Directors immediately following Vesuvius' 2013 annual general meeting, subject to the appointment of their successors.

Set out in paragraph 11.2 of Part II of this document is a summary of the business experience and principal business activities performed outside Vesuvius by each of the Vesuvius Directors, as well as the dates of their initial appointment as directors of Vesuvius, where applicable.

5 Financial effects of the Proposals

The Board expects upfront, one-off cash costs arising on the Demerger to be approximately £35 million, comprising taxation costs of approximately £10 million, debt refinancing costs of approximately £5 million and professional fees and other costs of approximately £20 million. These costs are expected to be split approximately £20 million in respect of Vesuvius and approximately £15 million in respect of Alent. The Board expects the aggregate level of on-going, incremental costs to the businesses resulting from the Demerger to be approximately £3 million per annum, relating to additional central headquarters costs and higher borrowing costs. This level of on-going, incremental costs is significantly lower than was previously indicated in the 17 May interim management statement.

In addition to the above, a one-off cash payment, currently estimated at approximately £32 million, will be made into the UK Plan (a defined benefit plan) at Demerger ("mitigation payment"). This payment, which has been approved by the Pensions Regulator, effectively represents accelerated funding into the UK Plan as a consequence of an agreement by Cookson with the UK Plan Trustee whereby the UK Plan liabilities of the Alent employers who participated in the UK Plan will be discharged in full on the Demerger; the UK Plan will remain fully with Vesuvius following the Demerger. The US pension regulator has confirmed that no additional cash payments are required to be made into any of the US pension plans as a result of the Demerger.

The figures in this paragraph 5 are unaudited numbers based on Board estimates. Further information on the impact of the Demerger on the financial information of Alent and Vesuvius is set out in part B of Parts V and VI, respectively, of this document.

6 Information on Alent

6.1 Business segments

Following the Demerger, Alent will comprise the former Performance Materials division of Cookson. Alent will be organised into two business segments:

Assembly Materials (formerly the Joining Technologies business); and
Surface Chemistries (formerly the Surface Chemistries business).

Alent is a leading global supplier of advanced surface treatment plating chemicals and electronics assembly materials. The principal end-market is global electronics production, which Alent estimates to account for approximately three quarters of Alent's revenue. The automotive and other industrial markets represent a quarter of revenue. The geographic split of the net sales value (being revenue excluding commodity metals where the costs of these are passed through to customers) of Alent is broadly one third in each of Europe, Asia and the Americas. Alent had revenue of £814 million, net sales value of £418 million, a trading profit of £99.7 million and profit before tax of £94.7 million in the year ended 31 December 2011. As at 30 June 2012, Alent had gross assets of £686.8 million.

The Assembly Materials business, trading as Alpha, supplies electronic interconnect materials to assemblers of PCBs and the semiconductor packaging industry. The Surface Chemistries business, trading as Enthone, supplies specialty electroplating chemicals and services for use in semiconductors and PCB fabrication, as well as corrosion resistant/decorative coatings for various industries, particularly the automotive industry.

Alent is present in over 100 countries and has over 2,500 employees and 23 manufacturing sites worldwide. This enables Alent to supply its customers with highly engineered and customised specialty chemicals and materials on a just in time basis from its strategic locations around the world.

Alent's key product groups are:

• fabrication materials such as damascene copper electroplating chemistry which provides the "wires" within a semiconductor IC chip;

packaging materials, including solder spheres for BGA and chip-scale packages, die attach adhesives and copper pillar electroplating chemistry;
interconnect materials being principally electroplating chemistries for fabrication of PCBs;
assembly materials comprising solder in a variety of forms, including bar, wire, solder paste and pre-forms; and
non-electronic electroplating products and services, principally for automotive applications which include decorative and corrosion resistant applications.

Further information on Alent is set out in Part V of this document.

6.2 Strategy and key strengths

The Alent Directors believe that Alent benefits from the following key strengths:

market leadership through differentiating products and solutions;
technology and fast-cycle R&D providing innovation-driven growth;
participating in high growth end-markets;
a global footprint close to industry defining customers in Asia;
longstanding and collaborative customer relationships; and
a value-add sales strategy targeting OEMs.

The key elements of Alent's strategy are to:

focus on high growth end-markets;
further develop new markets and products;
expand its value-add and OEM sales strategy;
continue to develop higher-margin products and improve mix and operational efficiencies; and
further develop its technology and innovation leadership.

Further information on Alent's strategy and key strengths is set out in paragraphs 2.4 and 2.5 of part A of Part V of this document.

7 Information on Vesuvius

7.1 Vesuvius

Following the Demerger, Vesuvius will comprise the former Engineered Ceramics and Precious Metals Processing divisions of Cookson. Vesuvius will be organised into three business segments:

Steel, comprising the Engineered Ceramics division's Steel Flow Control and Advanced Refractories businesses;
Foundry, comprising the Engineered Ceramics division's Foundry Technologies and Fused Silica businesses; and
Precious Metals Processing.

Vesuvius is a global leader in metal flow engineering, developing, manufacturing and marketing mission critical advanced ceramic consumable products and systems to demanding applications, primarily in the global steel and foundry industries and in industries that require refractory materials for high temperature, abrasion resistant and corrosion resistant applications such as the aluminium, cement, glass and solar industries. In addition, Vesuvius supplies fabricated precious metals (primarily gold, silver, platinum and palladium) to the jewellery industry in Europe and has significant precious metals recycling operations.

Vesuvius estimates that the split by end-market of its 2011 revenue1 was 52 per cent. steel production, 29 per cent. foundry, 7 per cent. precious metal processing, 10 per cent. other process industries and 2 per cent. solar. The geographic split of Vesuvius' 2011 revenue1 was 42 per cent. developing markets

¹ Includes the Precious Metals Processing division at net sales value (being revenue excluding precious metals content)

and 58 per cent. developed markets, with 28 per cent. in Asia-Pacific, 36 per cent. in Europe, 23 per cent. in NAFTA and 13 per cent. in the rest of the world. Vesuvius had revenue of £2,012 million and a trading profit of £190.6 million in the year ended 31 December 2011. As at 30 June 2012, Vesuvius had approximately 12,100 employees.

Vesuvius has developed close, collaborative relationships with industry-leading customers and OEMs and, due to the specialised nature of its products and the high volume in which they are consumed, has developed a global network closely aligned with its customers' locations, with some 70 major manufacturing facilities across the world. The Board attributes Vesuvius' growth to exposure to developing markets, as well as increasing penetration of its products within these markets, underpinned by leading technology and service capabilities.

In recent months, as disclosed in the interim management statement released by Cookson on 8 October 2012, Vesuvius has been experiencing weakening demand for its products as a result of cyclical declines in production levels in its end-markets. Management has already taken a number of short-term actions including reducing temporary workers and overtime, a hiring freeze and curtailment of discretionary costs. Vesuvius has a number of further measures available to implement in the event that a more substantial restructuring is required such as subsidised working hour reduction schemes, permanent headcount reductions and permanent facility closures. Such substantial restructuring measures were implemented during the 2008/09 financial crisis and allowed the Engineered Ceramics division to maintain positive trading margins and significant positive cash inflows notwithstanding the unprecedented fall in revenue experienced at that time.

Further information on Vesuvius is set out in Part VI of this document.

7.2 Strategy and key strengths

The Vesuvius Directors believe that Vesuvius benefits from the following key strengths:

strong market positions serving attractive long-term growth end-markets with capacity to outperform underlying end-market growth;
long-standing, blue chip customer partnerships;
mission critical, low cost consumable products enabling value pricing;
technology and know-how leadership; and
drive for cost leadership and flexibility to manage downturns.

The key elements of Vesuvius' strategy are to:

maintain its technology and innovation leadership position;
enlarge the addressable market through increasing penetration of existing and new value-added solutions;
leverage strong developing market position to capture growth;
improve its cost leadership and margins; and
build a comprehensive offering in metal casting engineering.

Further information on Vesuvius' strategy and key strengths is set out in paragraphs 2.1.8 and 2.1.9 of Part VI of this document.

8 Current trading and prospects

8.1 Engineered Ceramics and Precious Metals Processing divisions

Below are extracts from the text of the 8 October 2012 interim management statement announcement relating to the Engineered Ceramics and Precious Metals Processing divisions (a copy of the full text of the announcement is available at www.cooksongroup.co.uk).

8.1.1 Engineered Ceramics division

"End-market trends and trading performance in the third quarter, and in particular over the last month, have been weaker than previous expectations. Assuming a continuation of current end-market conditions, the Engineered Ceramics division's performance in the second half of 2012 is now expected to be substantially below both the first half and previous expectations.

Average monthly steel production volumes in July and August (according to the World Steel Association ("WSA")) declined by some 3% for the world excluding China (1% for the world as a whole) when compared to the average monthly run rate in the first half of the year. Most notably, Europe (27 countries) was 11% lower and the US 3% lower, both slightly more pronounced than the normal seasonal downturn. In September, rather than the normal seasonal strengthening, there have been signs of some further weakening in steel production volume trends, particularly in the US, Europe and Brazil. The performance of our steel-related businesses, Steel Flow Control and Advanced Refractories, has reflected these weak market trends.

For our Foundry castings end-markets, news flow from the ultimate end-markets, such as heavy truck, higher-end automotive, wind turbines, and construction, mining and agricultural equipment, is indicating a further general slowdown in production levels that had started to become evident towards the end of the second quarter. This trend, which has affected the majority of geographic regions, has inevitably led to a further slow-down in demand in our Foundry Technologies business from that experienced in the second quarter.

The global solar industry, which is the key end-market for our Fused Silica business' Solar Crucibles™, continues to be very depressed and selling prices of Solar Crucibles™ continue to be under severe pressure. In July, the closure of the Solar Crucible™ production facility in the Czech Republic was announced, and in view of the continuing weakness in the end-market, the decision has now been taken to also close one of the two Chinese Solar Crucible™ production facilities with immediate effect. This will result in a non-cash asset write off of £16 million together with cash related restructuring costs of £1 million.

More generally, management action has been taken throughout the division's activities to respond to the current difficult trading environment e.g. by reducing temporary workers and overtime, a hiring freeze and curtailment of discretionary costs. In a number of countries negotiations have now been initiated with the relevant authorities regarding government subsidised working hour reduction schemes. More substantial restructuring and cost reduction measures will be implemented as necessary."

8.1.2 Precious Metals Processing division

"Trading in the third quarter, which reflected the normal seasonal trends, was satisfactory and expectations for the full year remain unchanged."

8.2 Performance Materials division

Below is an extract from the text of the 8 October 2012 interim management statement announcement relating to the Performance Materials division (a copy of the full text of the announcement is available at www.cooksongroup.co.uk).

"Overall trading in the third quarter has been in line with expectations. The Assembly Materials business has benefited from second half seasonality in consumer electronics manufacture, augmented by a continuing pick up in smartphone and tablet volumes. Conversely the Surface Chemistries business has seen moderately slowing demand for performance and decorative coatings principally used in the automotive industry (particularly in Europe), and, more recently, products used in the fabrication and packaging of semiconductors.

There continues to be good growth in sales of more recently introduced innovative products such as 'tape and reel' packaged solder pre-forms, immersion tin PCB surface finishes, and PV ribbon. The first confirmed commercial orders for our newly launched Argomax™ nano-silver, low temperature sintering die-attach material have recently been received.

The Board's expectations for full year performance remain unchanged."

8.3 Prospects

The Board believes that Alent and Vesuvius will start their lives as independently listed companies with attractive prospects and in a strong financial position.

9 On-going relationship between Alent and Vesuvius

Following the Demerger, Alent plc and Vesuvius plc will each operate as an independent separately listed company with its own management team and board of directors.

The following Separation Agreements will be entered into in relation to the Demerger prior to the Demerger Effective Time:

the Demerger Agreement, which will set out how the Demerger will be implemented and will facilitate an orderly separation of the Performance Materials division;
the Transitional Services Agreement, which will set out the terms on which Alent and Vesuvius will provide each other with certain services on an interim basis following the Demerger; and
the Tax Sharing and Indemnification Agreement, which will contain various provisions relating to the taxation affairs of Alent and Vesuvius following the Demerger.

Further information on the key provisions of the Separation Agreements is set out in paragraph 5 of Part II and in Part IV of this document.

10 Dividend policy of Cookson, Alent and Vesuvius

10.1 Cookson

Cookson announced on 25 July 2012 that it was declaring an interim dividend of 7.50 pence per share that was paid on 15 October 2012 to Shareholders on the Register as at 14 September 2012. Following the Demerger, it is intended that the first dividend to both Alent and Vesuvius Shareholders will be the final dividend for the year ending 31 December 2012.

The Alent Board and Vesuvius Board have agreed that their current intention, subject to completion of the Demerger, general market conditions and trading performance, and consistent with the current Cookson dividend policy, is to recommend final dividends for 2012 that aggregate to 15 pence per Cookson Share. Vesuvius intends to pay 9.5 pence per Vesuvius Share and Alent intends to pay 5.5 pence per Alent Share, with each to be paid to shareholders in June 2013 following the standard shareholder approval process and what was Cookson's normal timetable for a final dividend payment.

10.2 Alent

Alent expects to be a highly cash generative business with the opportunity for attractive capital investment to enhance its growth prospects, both through organic investments, including new product development, and bolt-on acquisitions. The Alent Board intends to pursue a dividend policy that reflects this strategy whilst also delivering shareholders high quality, long-term dividend growth. The first dividend under this new policy is expected to be declared at the interim results for the half year ending 30 June 2013.

10.3 Vesuvius

Vesuvius expects to be strongly cash generative and is a well invested business. The Vesuvius Board recognises the importance of cash distributions and intends to deliver attractive returns to shareholders, including long term dividend growth. All decisions will take into account Vesuvius' underlying earnings, cash flows, capital investment plans and the prevailing market outlook. The first dividend under this new policy is expected to be declared at the interim results for the half year ending 30 June 2013.

11 Debt arrangements and capital structure

11.1 Overview

Cookson had net debt as at 30 June 2012 of £451 million representing approximately 1.3 times EBITDA for the 12 months ended 30 June 2012. The Board intends that the current net debt of Cookson will be split between Vesuvius and Alent on Demerger broadly in proportion to their respective EBITDA for the 12 months prior to Demerger giving both groups strong balance sheets.

11.2 Alent

Alent has agreed a new revolving credit facility of £300 million which becomes available shortly before the Demerger Effective Time and matures on 21 September 2017 (as described in paragraph 10.1 of Part XII of this document). This new credit facility is provided by a group of leading banks and carries a margin over LIBOR of between 1.25 per cent. and 2.25 per cent., depending on the ratio of consolidated net borrowings of Alent to proforma EBITDA. At the level of leverage expected immediately following the Demerger, the new margin over LIBOR will be 1.50 per cent.

On a pro forma basis, Alent had net debt of £163.2 million as at 30 June 2012 (extracted without material adjustment from Part IX of this document).

11.3 Vesuvius

Vesuvius will assume at the Demerger Effective Time, subject to the amendments below, the existing Cookson committed debt facilities, including its \$250 million US Private Placement loan notes (as described in paragraph 10.2 of Part XII of this document) and its £600 million revolving credit facility which matures in April 2016 (as described in paragraph 10.2 of Part XII of this document).

The Notes were issued on 16 December 2010 in two series, \$110 million 4.16 per cent. Series A Senior Notes with the unpaid principal amount due on 16 December 2017 and \$140 million 4.87 per cent. Series B Senior Notes with the unpaid principal amount due on 16 December 2020. The terms of the loan note agreement have been amended to enable the Demerger to take place with an increase in coupon of each series of 0.1 per cent.

Similarly, the terms of the revolving credit facility have been amended to enable the Demerger to take place, with an increase of 0.1 per cent. to the margin over LIBOR. Shortly before the Demerger, the size of the revolving credit facility will be reduced from £600 million to £425 million. At the level of leverage expected immediately following the Demerger, the margin over LIBOR will be 1.05 per cent.

On a pro forma basis, Vesuvius had net debt of £349.3 million as at 30 June 2012 (extracted without material adjustment from Part IX of this document).

12 Remuneration policy for Alent and Vesuvius and employee share plans

12.1 Overall remuneration policy for Alent and Vesuvius

The remuneration policy of both Alent and Vesuvius will be based upon the current remuneration policy of Cookson. The remuneration structure for Executive Directors and other senior managers aims to:

attract and retain high calibre executives;
strongly support the company's strategy;
align management's interests with those of shareholders; and
foster a high performance culture, with a substantial portion of remuneration being performance linked.

Both Alent and Vesuvius will aim to provide median total remuneration levels for target performance and up to upper quartile total remuneration levels for superior performance. This will be judged against FTSE 250 companies and relevant international sector-specific companies to reach a rounded judgement.

The remuneration of the Executive Directors of Alent and Vesuvius will comprise base salary, annual incentive, long-term incentive and retirement benefits. This is similar to Cookson except that it is simpler as it excludes both bonus deferral of the annual incentive and the matching shares which formed part of the Cookson LTIP.

The overall intention is that this will result, in broad terms and as far as possible, in a "no gain—no loss" position for Executive Directors as compared with the pre-Demerger Cookson remuneration arrangements, aside from some individuals who are either new hires or promotions.

This remuneration policy, pay positioning and pay structure may change at some point post-Demerger but it is not anticipated that these will change materially within 12 months following the Demerger.

12.2 Clawback arrangements

In the event that a misstatement is identified in the consolidated financial statements of Alent or Vesuvius which requires the restatement of a prior year's accounts in order to ensure compliance with the requirements of International Financial Reporting Standards or any applicable law, any variable executive remuneration (including from both the annual incentive and the long term incentive) resulting from the misstatement will be subject to clawback provisions at the discretion of the relevant remuneration committee.

12.3 Base salary

Base salary levels will reflect the individual's contribution and experience, Alent's or Vesuvius' financial performance, the pay environment for employees within Alent and Vesuvius and the salaries paid in comparator companies.

12.4 Annual incentive

The Executive Directors of Alent and Vesuvius will be eligible to receive an annual incentive calculated as a percentage of base salary and based on achievement against specified targets determined following consideration of the financial budget and prior year actual financial results. The target range will be set to ensure that maximum bonuses are only paid for significantly exceeding expectations. There will be no deferral of annual bonuses for Executive Directors.

The relevant remuneration committee shall have the discretion to determine that actual incentive payments should be lower than levels calculated by reference to achievement against the specified targets if it considers this to be appropriate.

12.5 New Employee Share Plans

Since options or awards over Alent Shares or Vesuvius Shares cannot be granted post-Demerger under the existing Cookson Employee Share Plans (as these relate to Cookson Shares), it is proposed that the New Employee Share Plans be adopted. The New Employee Share Plans do not replicate the existing Cookson Share Award Plans but are structured as "umbrella plans", which will give greater flexibility in terms of the awards which can be made, in line with current market practice. This means that each company will only need to have one set of share plan rules to cover all their current and prospective share plan needs, rather than several sets of rules being needed, as is currently the case for the Cookson Employee Share Plans.

12.5.1 Overview

Subject to the approval of Cookson Shareholders, each of Alent plc and Vesuvius plc proposes to establish a New Employee Share Plan. A summary of the rules of these Plans is contained in paragraph 8 of Part XII of this document. The approval of Cookson Shareholders for each of the New Employee Share Plans is being sought at the General Meeting.

Each New Employee Share Plan is structured as an umbrella plan, containing wide terms and providing the respective remuneration committees with the opportunity in the future to offer a variety of share-based awards including performance share awards, deferred share bonus awards, restricted share awards and market-price options. Participation in each of the New Employee Share Plans is limited to employees of the relevant group companies; hence employees who join Alent are eligible to be selected by the Alent Remuneration Committee to participate in the Alent Share Plan, but not the Vesuvius Share Plan. Similarly employees who stay with Vesuvius are eligible to be selected by the Vesuvius Remuneration Committee to participate in the Vesuvius Share Plan, but not the Alent Share Plan. Employees who leave the Cookson Group as a result of the Demerger and who do not join Alent or Vesuvius on a permanent basis will not be eligible to participate in either New Employee Share Plan

12.5.2 Awards for Executive Directors

It is the current intention that share awards granted to Executive Directors under the New Employee Share Plans within 12 months following the Demerger will likely be granted in the form of performance share awards, although the Alent Remuneration Committee reserves the right to grant market-price options. It is not intended to grant deferred share bonus awards to Executive Directors, although, under the discussions with a potential permanent Finance Director for Alent plc, it is anticipated he will receive a one-off award of restricted shares to compensate him for the awards he will lose upon leaving his current employer.

Following the 12-month period after the Demerger, the relevant remuneration committee shall have the discretion to consider the grant of different types of award to Executive Directors under the New Employee Share Plans.

(a) Performance conditions for performance share awards

The vesting of performance share awards granted under the New Employee Share Plans by Alent or Vesuvius will be based on the relevant company's performance against specified performance conditions measured over a three-year period.

The present intention is that the performance metrics will be similar to Cookson (EPS and TSR based), and the performance scale is intended to be set so that it is of similar difficulty to that which applied under the Cookson LTIP.

(b) Performance conditions for market-price options

It is the current intention that any market-price options that may be granted by Alent and Vesuvius at any time will vest subject to an EPS growth condition. However, the relevant remuneration committee shall have the discretion to determine the use of other financial or operational measures.

Executive Directors of both Alent and Vesuvius will normally be eligible to receive, on an annual basis:

a performance share award with a face value of up to 200 per cent. of base salary; or
a market-price option with a face value of up to 300 per cent. of base salary.

The relevant remuneration committee shall have the discretion to grant a mix of performance share awards and market-price options to an executive if the commercial value of the mixed grant is not higher than the commercial value that would have been otherwise provided to the executive under a single grant.

12.6 Comparison of the Cookson Employee Share Plans with the New Employee Share Plans

Cookson currently grants awards under two employee share plans, the LTIP and the DSBP:

The LTIP provides for two types of awards, performance share awards and matching share awards. Executives receive an award of performance shares valued at up to 100 per cent. of basic salary. In addition, Executive Directors and certain other senior corporate executives have been eligible to participate in the matching share arrangements under which they can invest their annual bonus (up to 100 per cent. of salary) in Cookson Shares and receive a matching share award over Cookson Shares equal to 225 per cent. of the pre-tax amount invested. Awards vest three years after the grant date, subject to the achievement of specified performance targets relating to EPS and TSR.
The DSBP was implemented in 2007 to provide an alternative long-term incentive arrangement for certain less senior managers who do not participate in the LTIP. The senior managers who participate in the DSBP receive an allocation of deferred shares to the value of a percentage of their annual bonus. In 2010, Mr Salmon's maximum annual incentive entitlement was increased to 150 per cent. The annual incentive payout that Mr Salmon received that exceeded 100 per cent. in respect of that year was paid in deferred shares. DSBP awards vest three years after the grant date.

Prior to the establishment of the LTIP, Cookson granted market-price options. These options were subject to an EPS performance condition. No new options have been granted since 2003.

The current intention is that each of Alent and Vesuvius will operate similar grants of performance share awards in the first year after the Demerger, although as mentioned above Alent may grant market-price options. Under the New Employee Share Plans, it is proposed that in the first year after the Demerger, Executive Directors receive awards of performance shares of up to 200 per cent. of their basic salary. This increase in award level reflects the fact that matching share awards will not exist under the New Employee Share Plans. Alternatively, if Alent decides to grant market-price options, it is proposed that the Executive Directors will be granted market-price options with a value of up to 300 per cent. of basic salary.

Cookson's remuneration consultants have confirmed that the total potential annual value of the intended share plan awards for Executive Directors of Alent and Vesuvius is of a broadly similar economic value to the total potential annual value of the existing share plan awards for the Cookson Executive Directors.

12.7 Shareholding guidelines

The relevant remuneration committee of Alent and Vesuvius will encourage Executive Directors to build and hold a shareholding in Alent or Vesuvius equivalent in value to at least one times salary. New Executive Directors will be allowed four years in which to build up this shareholding.

12.8 Rollover of LTIP awards and other awards under the Cookson Employee Share Plans

The structure of the Demerger will mean that outstanding awards granted under the LTIP will be rolled over and continue to exist post-Demerger (with no vesting on the Demerger taking effect). The vesting of these LTIP awards will continue to be subject to the satisfaction of relative TSR and headline EPS growth performance targets and subject to the rules of the existing LTIP. These rolled-over LTIP awards will be "equivalent" to the LTIP awards previously held. They will have comparable performance conditions and the market value of the shares in a rolled-over award immediately after the rollover will be the same as the market value of the shares immediately before the rollover. The Proposals will not result in the early vesting of LTIP awards.

In the case of the grant in 2010 under the LTIP where the performance period is due to end on 31 December 2012, the period will be shortened very slightly, to end at the Demerger Effective Time, so that performance is measured purely in relation to Cookson performance. These awards will be rolled over to become awards over a combination of Alent and Vesuvius Shares in the same combination that applies to Cookson Shareholders. This reflects the fact that these awards relate to Cookson performance and not to the future performance of Alent or Vesuvius.

For participants who are employed by Alent after the Demerger, their 2011 and 2012 LTIP awards over Cookson Shares will be rolled over to become awards over Alent Shares of equivalent value. Performance will still be measured over a three-year period, but by reference to Cookson performance up to the Demerger Effective Time and by reference to Alent performance thereafter to the end of the period. The awards will continue to be subject to the terms and conditions of the existing LTIP, save that the relevant company (and relevant remuneration committee) will be Alent plc instead of Cookson.

For participants who stay with Vesuvius, their 2011 and 2012 LTIP awards over Cookson Shares will be rolled over to become awards over Vesuvius Shares of equivalent value. Performance will still be measured over a three-year period, but by reference to Cookson performance up to the Demerger Effective Time and by reference to Vesuvius performance thereafter to the end of the period. The awards will continue to be subject to the terms and conditions of the existing LTIP, save that the relevant company (and relevant remuneration committee) will be Vesuvius plc instead of Cookson.

Participants who, at the request of Cookson, leave the Cookson Group as a result of the Demerger and who do not join Alent or Vesuvius on a permanent basis will be treated as good leavers. Their LTIP awards will vest (subject to performance and a prorated time reduction) on the normal vesting date, but in all cases will be rolled over to become awards over a combination of Alent Shares and Vesuvius Shares in the same combination as applies to Cookson Shareholders. In the case of the grants made in 2011 and 2012, performance will still be measured over a three-year period, but by reference to Cookson performance up to the Demerger Effective Time and by reference to a mixture of Alent and Vesuvius performance thereafter to the end of the period.

The intended method of measuring performance for the 2011 and 2012 LTIP awards is as follows:

• as regards the EPS target, the currently disclosed Cookson headline EPS threshold and maximum vesting targets for the final year of the relevant three-year performance period will be split between Alent and Vesuvius by reference to their respective trading profit contributions to Cookson's total 2012 trading profit such that the new Alent and Vesuvius targets aggregate to the currently disclosed Cookson targets. These new Alent and Vesuvius targets will be disclosed in the respective Alent and Vesuvius 2012 annual reports. The respective Alent and Vesuvius headline EPS values as reported for the final year of the three-year performance period will then be compared with these new threshold and maximum targets to determine the vesting outcome;

• as regards the TSR target, Cookson's TSR growth from the start of the relevant three-year performance period up to the time of the Demerger will be determined and added to the TSR growth of Alent or Vesuvius from the Demerger date to the end of the three-year performance period. This aggregate TSR growth will then be ranked against the TSR of the relevant comparator group and the resulting vesting outcome will be calculated against the TSR performance schedule in the LTIP.

As noted in paragraph 9 of Part II of this document, a similar outcome (compulsory rollover of awards) will apply for awards over Cookson Shares held under the DSBP. Options held under the Cookson Executive Share Option Schemes are already exercisable and can be exercised for a short period after the Court sanctions the Scheme, otherwise they will automatically lapse. Any Cookson Shares issued following the Demerger Record Time on the exercise of such options will be automatically exchanged for Vesuvius Shares pursuant to a new provision to be inserted into the Cookson Articles, which it is proposed will be approved as part of the Scheme Resolution at the General Meeting.

Further information on the existing Cookson Employee Share Plans and the effect of the Proposals on such share plans is contained in paragraph 9 of Part II of this document.

12.9 Pension and other benefits

Pensions and other benefit arrangements will remain largely unchanged following the Demerger.

13 Pensions

Information on the effect of the Proposals on the pension arrangements of the Cookson Group is contained in paragraph 10 of Part II of this document.

14 Taxation

Cookson Shareholders should read Part X of this document which provides a general description of certain United Kingdom, United States and Jersey tax consequences of the Proposals relevant to Cookson Shareholders who are resident (or, in the case of individuals, domiciled and resident or ordinarily resident) in the United Kingdom, United States and Jersey, respectively, for tax purposes. If you are in any doubt as to your tax position, you should contact your professional adviser immediately.

15 Overseas Shareholders

If you are a citizen, resident or national of a jurisdiction outside the United Kingdom, your attention is drawn to paragraph 13 of Part II of this document for further details concerning the Proposals.

16 Additional information

Your attention is drawn to the letter from Rothschild set out in Part II of this document, which gives further details about the Proposals, the terms of the Scheme which are set out in full in Part XI of this document, the additional information set out in Part XII of this document and the definitions in Part XIII of this document. Please note that the information contained in this letter is not a substitute for reading the remainder of this document and the information incorporated by reference. The Alent Prospectus and Vesuvius Prospectus are available on Cookson's website at www.cooksongroup.co.uk.

17 Risk factors

Your attention is drawn to the risk factors set out in Part III of this document. Cookson Shareholders should consider fully and carefully the risk factors relating to the Proposals, Alent, the Alent Shares, Vesuvius and the Vesuvius Shares.

18 Shareholder and Court approvals required

Due to the size of the transaction, the Demerger needs to be approved by Cookson Shareholders pursuant to the Listing Rules. Various aspects of the Proposals also need to be approved by Cookson Shareholders to satisfy certain other legal requirements.

A detailed description of the Proposals is set out in Part II of this document. The Proposals can be implemented only if they receive sufficient support from Cookson Shareholders at each of the Meetings.

Notices convening the Court Meeting and the General Meeting at which the approvals for the Proposals are being sought from Cookson Shareholders are set out in Parts XV and XVI, respectively, of this document. Both Meetings will be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ on 26 November 2012, with the Court Meeting beginning at 10.00 a.m. and the General Meeting beginning at 10.15 a.m. (or, if later, immediately following the conclusion or adjournment of the Court Meeting).

18.1 Court Meeting

Cookson is required to convene a Shareholder meeting by an order of the Court to consider the Scheme and will therefore be holding the Court Meeting, at which Cookson Shareholders will be asked to approve the Scheme. The statutory majority required to approve the Scheme at the Court Meeting is a majority in number of those Shareholders who are present and vote in person or by proxy, representing 75 per cent. or more in value of the Cookson Shares voted by such Shareholders.

The Scheme will insert Vesuvius plc as the new holding company of the Cookson Group.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of Shareholder opinion. You are therefore strongly urged to complete and return your blue Form of Proxy for use at the Court Meeting as soon as possible and in any event so as to be received by no later than 10.00 a.m. on 24 November 2012 (or, in the event that the meeting is adjourned, not less than 48 hours prior to the time and date set for the adjourned meeting).

Detailed instructions on the action to be taken are set out on page 5 and in paragraph 19 of Part II of this document.

18.2 General Meeting

Cookson is also required to hold a General Meeting in order to consider the Proposals set out in this document. At the General Meeting, Shareholders will be asked to consider and, if thought fit, pass the following resolutions:

(a) Resolution 1, the Scheme Resolution, which:
authorises the Cookson Directors to effect the Scheme;
approves the Cookson Capital Reduction and allotment of new Cookson Shares to Vesuvius in accordance with the Scheme, as described in paragraph 3.2 of Part II of this document;
approves certain amendments to the Cookson Articles which are being made in order to permit the allotment of the Deferred Share and to avoid any person being left with unlisted Cookson Shares following the Scheme Effective Time, as further described in paragraph 3.3 of Part II of this document; and
authorises the Cookson Directors to allot the Deferred Share, which is being issued in order to avoid the requirement under section 595 of the Companies Act for an independent valuation of the Cookson Shares to be allotted to Vesuvius plc pursuant to the Scheme, as further described in paragraph 3.3 of Part II of this document.
(b) Resolution 2, the Demerger and Reductions Resolution, which:
approves the Demerger, including the entry by Cookson, Alent and Vesuvius (as relevant) into the Separation Agreements (which are further described in paragraph 9 above); and
approves the Vesuvius Capital Reduction and Alent Capital Reduction, as further described in paragraphs 3.4 and 3.5, respectively, of Part II of this document. The Vesuvius Capital

Reduction and Alent Capital Reduction will also be approved by the Initial Alent Shareholder and Initial Vesuvius Shareholder, respectively, by special resolution prior to the General Meeting.

(c) Resolution 3, the Delisting Resolution, which approves the cancellation of the trading in Cookson Shares on the London Stock Exchange's main market for listed securities and the removal of the listing of such shares from the premium listing segment of the Official List.
(d) Resolution 4, which approves the establishment of the Vesuvius Share Plan, as further described in paragraph 8.2 of Part XII of this document.
(e) Resolution 5, which approves the establishment of the Alent Share Plan, as further described in paragraph 8.1 of Part XII of this document.

The Demerger and Reductions Resolution is conditional on the Scheme Resolution being approved. Resolutions 4 and 5, the Share Plans Resolutions, are each conditional on each of the Scheme Resolution, the Demerger and Reductions Resolution and the Delisting Resolution being approved. None of the Demerger and Reductions Resolution, the Scheme Resolution or the Delisting Resolution are conditional on the Share Plans Resolutions being approved.

The Scheme is conditional upon, amongst other things, the approval by Cookson Shareholders of the Scheme at the Court Meeting and of the Scheme Resolution (Resolution 1 above) at the General Meeting and the Scheme having been sanctioned by the Court. The Demerger is conditional upon, amongst other things, the Scheme having become effective, the Demerger and Reductions Resolution (Resolution 2 above) having been approved by Cookson Shareholders and the Vesuvius Capital Reduction having been confirmed by the Court. Full details of the conditions to the Scheme, the Demerger and other parts of the Proposals are set out in paragraph 4 of Part II of this document.

The Scheme Resolution, the Demerger and Reductions Resolution and the Delisting Resolution will each be proposed as special resolutions and each requires votes in favour representing 75 per cent. or more of the votes cast at the General Meeting in order to be passed. The Share Plans Resolutions will each be proposed as ordinary resolutions and each requires votes in favour representing a simple majority of the votes cast at the General Meeting in order to be passed.

Please see the notice of General Meeting set out in Part XVI of this document for the full text of the Resolutions to be proposed at the General Meeting.

All resolutions at the Meetings will be voted on a poll.

You are strongly urged to complete and return your white Form of Proxy for use at the General Meeting as soon as possible and in any event so as to be returned by no later than 10.15 a.m. on 24 November 2012 (or, in the event that the meeting is adjourned, not less than 48 hours prior to the time and date set for the adjournment meeting).

Detailed instructions on the action to be taken are set out in paragraph 19 at this Part II.

19 Action to be taken by Cookson Shareholders

Notices convening the Court Meeting and the General Meeting are set out in Parts XV and XVI of this document, respectively. A blue Form of Proxy for use at the Court Meeting and a white Form of Proxy for use at the General Meeting are enclosed with this document.

As soon as practicable after the Meetings the results of the polls (and other information required by Section 341 of the Companies Act) will be announced via a Regulatory Information Service, and made available on the Company's website at www.cooksongroup.co.uk.

Whether or not you intend to be present at either Meeting, you are requested to complete, sign and return both the Form of Proxy for the Court Meeting (blue) and the Form of Proxy for the General Meeting (white) in accordance with the instructions printed on the respective forms.

Your attention is drawn to paragraph 19 of Part II of this document which explains in detail the action you should take in relation to the Proposals and the Scheme, a summary of which is set out on page 5 of this document.

If you are a Cookson Shareholder and you have any questions about the Proposals, the contents of this document or the completion and return of your Forms of Proxy, please contact Equiniti on 0871 384 2822 or, if telephoning from outside the United Kingdom, on +44 121 415 0095 between 8.30 a.m. and 5.30 p.m. Monday to Friday, excluding public holidays. Please note that, for legal reasons, the helpline cannot provide advice on the merits of the Proposals or give any legal, tax or financial advice. Calls to 0871 384 2822 will be charged at 8 pence per minute (excluding VAT) from a UK landline. Other service providers' costs may vary. Calls to +44 121 415 0095 from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones.

Further details relating to settlement are set out in paragraph 16 of Part II of this document.

20 Recommendation

The Board has received financial advice from Rothschild in connection with the Proposals. In providing financial advice to the Board, Rothschild has relied upon the Board's commercial assessments of the Proposals.

The Board considers the Proposals to be in the best interests of Cookson Shareholders as a whole. Accordingly, the Board unanimously recommends you to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, as each of the Cookson Directors intends to do in respect of his or her own entire legal and beneficial holdings of Cookson Shares.

The Cookson Directors' legal and beneficial holdings amount to 2,642,054 Cookson Shares, representing approximately 0.95 per cent. of the Cookson Shares in issue.

The Board urges you to complete, sign and return the Forms of Proxy as soon as possible and, in any event, by no later than 24 November 2012.

21 Final comment

I am pleased with the overall progress Cookson has made during my time as Chairman and I am delighted to have been able to lead the Cookson Group to this stage in its development. I have decided that the Demerger is a natural point for me to step down from the Cookson Board, at the time of the appointment of new leadership teams for both Alent and Vesuvius. I wish the new boards every success as they pursue their strategies for the separate groups following the Demerger, which I am confident will be to the benefit of all stakeholders.

Yours sincerely

Jeff Harris Chairman for and on behalf of Cookson Group plc

PART II EXPLANATORY STATEMENT

(Explanatory Statement in compliance with the provisions of s.897 of the Companies Act)

1 November 2012

To: Cookson Shareholders and, for information only, participants in the Cookson Employee Share Plans and persons with information rights

Dear Cookson Shareholder

Recommended proposals for the separation of the Performance Materials division from the Cookson Group via a demerger

1 Introduction

We are writing to you on behalf of Cookson to explain the Proposals for the separation of the Performance Materials division from the Cookson Group by means of a demerger, which is being effected, in part, by means of a scheme of arrangement.

Your attention is drawn to the letter from the Chairman of Cookson in Part I of this document, which outlines the reasons for the Demerger and contains the unanimous recommendation of the Board to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting. The letter from the Chairman forms part of this Explanatory Statement.

Your attention is also drawn to the Alent Prospectus and the Vesuvius Prospectus, which contain further information on Alent and Vesuvius, respectively, and which are available, subject to applicable securities laws, on the Company's website at www.cooksongroup.co.uk or in hard copy by request.

The Board has been advised by Rothschild in connection with the Demerger. We have been authorised by the Board to write to you on its behalf to explain the terms of the Proposals and to provide you with other relevant information. The terms of the Scheme are set out in full in Part XI of this document. The Notice of the Court Meeting at which approval for the Scheme will be sought and the Notice of General Meeting at which the Resolutions will be proposed are set out in Parts XV and Part XVI of this document, respectively.

2 Summary of the Proposals

If fully implemented, the Proposals will result in Cookson Shareholders holding shares in two new listed companies: Vesuvius plc, which will be the new holding company of the Cookson Group following the Scheme Effective Time, and Alent plc, which will be the new holding company of the Performance Materials division following the Demerger Effective Time.

The ordinary shares of both these companies are expected to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange. Provided Cookson Shareholders do not dispose of their Cookson Shares prior to the Scheme Record Time, and do not dispose of their Vesuvius Shares prior to the Demerger Record Time, Cookson Shareholders will, once the Proposals are fully implemented, hold Vesuvius Shares and Alent Shares in place of Cookson Shares on the following basis:

for each Cookson Share, one Vesuvius Share and one Alent Share

In order to effect the Proposals in the most efficient way, it is proposed that they will be implemented in several steps as follows:

(a) The Cookson Group will, prior to the Demerger, undergo the Reorganisation. The Reorganisation will involve, amongst other things, the transfer of the various Cookson Group subsidiaries which hold the Performance Materials division business to a single holding company, Alent Investments Limited. Alent Investments Limited will subsequently be transferred to Alent plc as part of the Vesuvius Capital Reduction, as further described in paragraph 3.4 below.

(b) Following completion of the Reorganisation, the Scheme (including the Cookson Capital Reduction) will be effected. This will result in a new holding company, Vesuvius plc, being inserted as the holding company of the Cookson Group. Cookson Shareholders will receive one Vesuvius Share in respect of each Cookson Share held by them at the Scheme Record Time. Vesuvius Shares are expected to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities at 8.00 a.m. on 17 December 2012.
(c) Following the Scheme becoming effective, Vesuvius plc will effect a reduction and repayment of capital in order to implement the Demerger itself. The repayment of capital will be satisfied by the transfer of Alent Investments Limited, the holding company of the Performance Materials division, to Alent plc. In consideration for such transfer, Alent plc will allot and issue to Vesuvius Shareholders one Alent Share (credited as fully paid) for each Vesuvius Share held at the Demerger Record Time. Alent Shares are expected to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities at 8.00 a.m. on 19 December 2012. The Vesuvius Capital Reduction will also create distributable reserves in Vesuvius.
(d) Following completion of the Demerger, Alent plc will reduce its capital to create distributable reserves.

The result of these steps is that, once fully implemented, Cookson Shareholders will hold one Vesuvius Share for each Cookson Share held at the Scheme Record Time (expected to be 6.00 p.m. on 14 December 2012) and one Alent Share for each Vesuvius Share held at the Demerger Record Time (expected to be 6.00 p.m. on 18 December 2012).

If you transfer your Cookson Shares prior to the Scheme Record Time, you will not receive any Vesuvius Shares.

If you transfer your Vesuvius Shares prior to the Demerger Record Time, you will not receive any Alent Shares.

If the Proposals are implemented in full, it will only be after all the steps have taken place that you will receive your new share certificates. If you hold your Cookson Shares in CREST, your CREST account is expected to be credited in respect of the Vesuvius Shares and Alent Shares to which you are entitled on 17 December 2012 and 19 December 2012, respectively. If for any reason the Demerger does not take place after the Scheme has been implemented, you will receive share certificates in respect of your holding in Vesuvius Shares (which will have become the new holding company of the Cookson Group, which will continue to include the Performance Materials division) or your CREST account will be credited with those shares if you hold your Cookson Shares in CREST.

3 Detailed terms and conditions of the Proposals

3.1 The Reorganisation

Prior to the Demerger, the Cookson Group will undergo the Reorganisation. The Reorganisation will involve, amongst other things, the transfer of the various Cookson Group subsidiaries which hold the Performance Materials division business to a single holding company, Alent Investments Limited.

Alent Investments Limited will be transferred from Cookson to Vesuvius plc following the Scheme Effective Time and prior to the Demerger Effective Time. The transfer will be at market value on terms that the consideration payable by Vesuvius is left outstanding on inter-company loan account as a debt due from Vesuvius to Cookson. Alent Investments Limited will subsequently be transferred to Alent plc as part of the Vesuvius Capital Reduction, as further described in paragraph 3.4 below.

3.2 The Scheme

Under the Scheme, which is a process requiring Court sanction under Part 26 of the Companies Act 2006, all the Cookson Shares will be cancelled pursuant to the Cookson Capital Reduction at the Scheme Effective Time (which is expected to be around 9.00 p.m. on 14 December 2012).

Following the cancellation of the Cookson Shares, the share capital of Cookson will be restored to its former amount as the reserve arising in the books of Cookson as a result of the cancellation will be applied in paying up in full at par new shares in Cookson equal to the number of Cookson Shares cancelled. Such new shares in Cookson will be issued to Vesuvius plc which will, as a result, become the holding company of the Cookson Group.

In consideration for the cancellation of the Cookson Shares and the issue of the new Cookson Shares to Vesuvius plc, Cookson Shareholders will receive:

one Vesuvius Share for every Cookson Share that they hold at the Scheme Record Time

The Scheme Record Time is expected to be at 6.00 p.m. on 14 December 2012 (subject to the date on which the Court sanctions the Scheme).

Following the Scheme becoming effective and prior to the Demerger Effective Time, Cookson will be re-registered as a private limited company and will be renamed Cookson Group Limited.

The nominal value of the Vesuvius Shares at their time of issue will be equal to the closing mid-market trading price of a Cookson Share immediately prior to the Scheme Effective Time (as derived from the London Stock Exchange Daily Official List), unless the Cookson Directors determine that a different nominal value should be set.

The rights attaching to the Vesuvius Shares will be substantially the same as those attaching to the Cookson Shares. A summary of the rights attaching to the Vesuvius Shares is set out in paragraph 3.2 of Part C of Part VI of this document. A summary of the Vesuvius Articles is set out in paragraph 3 of Part C of Part VI of this document and a summary of the key differences between the Cookson Articles and the Vesuvius Articles is set out in paragraph 4 of Part C of Part VI.

Under the Scheme, the Court will also authorise and permit:

(a) the transfer of Alent Investments Limited from Cookson to Vesuvius plc, as described in paragraph 3.1 above; and
(b) Cookson to pay any and all of the costs and expenses relating to the Scheme and the rest of the Demerger.

3.3 Amendments to the Cookson Articles

At the General Meeting, Cookson Shareholders will be asked to authorise the allotment and issue to Vesuvius plc of one Deferred Share and to amend the Cookson Articles to include the rights attaching to such Deferred Share. The Deferred Share will be subscribed for by Vesuvius plc for a subscription price of £1.00 payable in cash prior to the Scheme Effective Time. This means there will be no requirement under section 593 of the Companies Act for an independent valuation of the Cookson Shares to be allotted to Vesuvius plc pursuant to the Scheme.

In addition, certain further changes to the Cookson Articles are required to enable the Scheme to take effect. It is proposed that the Cookson Articles should be amended to ensure that: (a) any Cookson Shares which are allotted and issued after the adoption of the article and before the Reduction Record Time (as defined in the Scheme) (other than to Vesuvius plc or its nominee) will be allotted and issued subject to the terms of the Scheme and the holders of such shares will be bound by the terms of the Scheme accordingly; and (b) any Cookson Shares which are allotted and issued (other than to Vesuvius plc or its nominee) after such time will, subject to the Scheme becoming effective, be compulsorily acquired by Vesuvius plc. This will avoid any person being left with Cookson Shares after such shares have ceased to be listed.

3.4 The Demerger and Vesuvius Capital Reduction

The Demerger will not proceed unless the steps described above have occurred first and the other conditions to the Demerger, as explained below, have been satisfied.

The Demerger will be implemented by Vesuvius effecting the Vesuvius Capital Reduction. The Vesuvius Capital Reduction will require the confirmation of the Court and will result in the reduction of the nominal value of the Vesuvius Shares to 10 pence. Cookson Shareholders will be asked to give their approval to the Vesuvius Capital Reduction at the General Meeting.

As part of the Vesuvius Capital Reduction, Vesuvius plc will repay capital to Vesuvius Shareholders. The repayment of capital will be satisfied by the transfer of Alent Investments Limited, the holding company of the Performance Materials division, to Alent plc. In consideration for such transfer, Alent plc will allot and issue to Vesuvius Shareholders one Alent Share (credited as fully paid) for each Vesuvius Share held at the Demerger Record Time. As a result of the transfer of Alent Investments Limited to Alent plc, Alent plc will become the holding company of the Performance Materials division. The Vesuvius Capital Reduction will also create distributable reserves in Vesuvius.

3.5 Alent Capital Reduction

Following the Demerger, Alent plc will carry out a reduction of its capital in order to create distributable reserves to allow it to fund dividends in the future and provide flexibility to effect other corporate transactions. Please refer to paragraph 10 of Part I of this document for details of the proposed dividend policy of Alent plc. Cookson Shareholders will be asked to approve the Alent Capital Reduction at the General Meeting. As with the Vesuvius Capital Reduction, the Alent Capital Reduction is subject to confirmation by the Court.

4 Conditions to the Proposals

4.1 Conditions to the Scheme

The implementation of the Scheme is conditional upon the following conditions having been satisfied:

(a) the Scheme having been approved by a majority in number of those Cookson Shareholders who are present and vote, either in person or by proxy, at the Court Meeting and who represent 75 per cent. or more in value of the Cookson Shares held by such Shareholders;
(b) the Resolutions, including those required to implement the Scheme and approve the Reductions but excluding the Share Plans Resolutions, as set out in the notice of the General Meeting, having been passed by the requisite majority at the General Meeting;
(c) the Scheme having been sanctioned (with or without modification) by the Court;
(d) a copy of the Scheme Court Order having been delivered to the Registrar of Companies;
(e) (i) the UKLA having acknowledged to Vesuvius plc or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the Vesuvius Shares to the Official List with a premium listing has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject ("listing conditions")) will become effective as soon as a dealing notice has been issued by the FSA and any listing conditions having been satisfied and (ii) the London Stock Exchange having acknowledged to Vesuvius plc or its agent (and such acknowledgement not having been withdrawn) that the Vesuvius Shares will be admitted to trading;
(f) Cookson having allotted and issued the Deferred Share to Vesuvius plc prior to the Scheme Record Time; and
(g) the Demerger Agreement having been entered into and not having been terminated in accordance with its terms.

The Cookson Directors will not take the necessary steps to implement the Scheme unless the above conditions have been satisfied by Cookson and Vesuvius plc and, at the relevant time, the Cookson Directors consider that it continues to be in the best interests of Cookson Shareholders that the Scheme be implemented.

The Scheme is not conditional on the Demerger taking place. Consequently, if the conditions to the Scheme are satisfied and the conditions to the Demerger (as set out in paragraph 4.2 below) are not satisfied (or, where permitted, waived), Vesuvius plc will be inserted as the new holding company of the Cookson Group and Cookson Shareholders will receive Vesuvius Shares but the Demerger will not complete, the Performance Materials division will not transfer to Alent and Shareholders will not receive Alent Shares.

4.2 Conditions to the Demerger

The implementation of the Demerger is conditional upon the following conditions having been satisfied (or, in respect of paragraphs (c) and (d) below, waived):

(a) the passing of the Demerger and Reductions Resolution;
(b) the Scheme having become effective;
(c) the Reorganisation having been completed;
(d) the Separation Agreements having been entered into and none of them having been terminated in accordance with their terms;
(e) the Vesuvius Capital Reduction having been confirmed by the Court;
(f) a copy of the Vesuvius Court Order having been delivered to the Registrar of Companies for registration and having been registered by him; and
(g) (i) the UKLA having acknowledged to Alent plc or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the Alent Shares to the Official List with a premium listing has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject ("listing conditions")) will become effective as soon as a dealing notice has been issued by the FSA and any listing conditions having been satisfied and (ii) the London Stock Exchange having acknowledged to Alent plc or its agent (and such acknowledgement not having been withdrawn) that the Alent Shares will be admitted to trading.

Neither the Scheme, nor the Demerger (nor any other part of the Proposals) is conditional upon the New Employee Share Plans being approved by Cookson Shareholders.

The directors of Alent plc and Vesuvius plc will not take the necessary steps to implement the Demerger unless the above conditions have been satisfied (or, where permitted, waived) and, at the relevant time, the Cookson Directors consider that it continues to be in Cookson's and the Cookson Shareholders' best interests that the Demerger should be implemented.

4.3 Conditions to the Alent Capital Reduction

The implementation of the Alent Capital Reduction is conditional upon the following having occurred:

(a) the passing of the Demerger and Reductions Resolution;
(b) the Scheme having become effective;
(c) the Demerger having become effective;
(d) the Alent Capital Reduction having been confirmed by the Court; and
(e) a copy of the Alent Court Order having been delivered to the Registrar of Companies for registration and having been registered by him.

5 The Separation Agreements

Prior to the Demerger Effective Time, the following agreements relating to the Demerger will be entered into:

(a) the Demerger Agreement, which will set out how the Demerger will be implemented and will facilitate an orderly separation of the Performance Materials division;
(b) the Transitional Services Agreement, which will set out the terms on which Alent and Vesuvius will provide each other with certain services on an interim basis following the Demerger; and
(c) the Tax Sharing and Indemnification Agreement, which will contain various provisions relating to the taxation affairs of Alent and Vesuvius following the Demerger.

Under the terms of the Separation Agreements, Alent and Vesuvius will agree to indemnify each other against certain liabilities (e.g. taxes) arising from the operation of their respective businesses with effect from the Demerger Effective Time. In particular, the key indemnities pursuant to the terms of the Tax Sharing and Indemnification Agreement require that:

Alent and Vesuvius will each generally be responsible for (and will pay or indemnify the other party for) taxes imposed on their respective business;
Vesuvius will, subject to certain conditions, generally pay or indemnify Alent for taxes imposed on Alent in respect of certain restructuring transactions entered into in anticipation of the Demerger (including the Reorganisation); and
Alent will be required to indemnify Vesuvius generally for liabilities that are imposed on Vesuvius as a result of the Demerger failing to qualify for non-recognition treatment for US federal income tax purposes, but only if such liabilities are attributable to certain activities of Alent.

Further information on the proposed Demerger Agreement, the Transitional Services Agreement and the Tax Sharing and Indemnification Agreement is set out in Part IV of this document.

6 Timetable

6.1 The Meetings

The Court Meeting has been convened for 10.00 a.m. on 26 November 2012 pursuant to an order of the Court, at which meeting, or at any adjournment thereof, Cookson Shareholders will consider and, if thought fit, approve the Scheme. The Court Meeting will be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ.

The General Meeting has been convened for 10.15 a.m. on 26 November 2012 (or, if later, immediately following the conclusion or adjournment of the Court Meeting). At the General Meeting, or at any adjournment thereof, Cookson Shareholders will consider and, if thought fit, pass the Resolutions covering various matters in connection with the Proposals. The General Meeting will be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ.

6.2 Scheme Court Hearing

The Scheme Court Hearing, at which the Court will be asked to sanction the Scheme pursuant to Part 26 of the Companies Act and confirm the Cookson Capital Reduction pursuant to sections 645 to 648 of the Companies Act, is expected to be held on 14 December 2012. Vesuvius plc has agreed to appear by counsel at the Scheme Court Hearing and to undertake to be bound by the Scheme. Cookson Shareholders have the right to attend the Scheme Court Hearing and to appear in person or be represented by counsel to support or oppose the sanctioning of the Scheme and the confirmation of the Cookson Capital Reduction.

If the Scheme is sanctioned and the Cookson Capital Reduction is confirmed at the Scheme Court Hearing, and the other conditions to the Scheme (as outlined above) have been satisfied, the Scheme is expected to become effective on 14 December 2012, and dealings in Vesuvius Shares are expected to commence on 17 December 2012.

The Scheme (including the Cookson Capital Reduction) will not become effective unless the Court sanctions the Scheme and confirms the Cookson Capital Reduction and a copy of its order has been duly delivered to the Registrar of Companies. This is expected to occur on 14 December 2012.

Following the Scheme Effective Time and prior to the Demerger Effective Time, Cookson will be re-registered as a private limited company and will be renamed Cookson Group Limited.

At the Scheme Effective Time, share certificates in respect of the Cookson Shares will cease to be valid and should be destroyed once new certificates for Vesuvius Shares and Alent Shares have been received. In addition, at or as soon as reasonably practicable after the Scheme Effective Time, entitlements to Cookson Shares held within the CREST system will be cancelled.

If the Scheme has not become effective by 31 August 2013 (or such other date, if any, as Cookson and Vesuvius agree and the Court allows), it will lapse, in which event there will not be a new holding company of Cookson, no Vesuvius Shares will be issued and the Demerger will not take place. This will mean that Cookson Shareholders will not receive Vesuvius Shares or Alent Shares. If the Scheme does not become effective, Cookson Shareholders will remain shareholders of Cookson and Cookson Shares will continue to be admitted to the premium listing segment of the Official List.

If the Scheme becomes effective, it will be binding on all Cookson Shareholders, irrespective of whether or not they attended or voted in favour of the Scheme at the Court Meeting or in favour of the Resolutions at the General Meeting.

The Scheme contains a provision for Cookson and Vesuvius jointly to consent, on behalf of all persons concerned, to any modification of or addition to the Scheme, or to any condition that the Court may approve or impose. The Court would be unlikely to approve or impose any modification of, or addition or condition to, the Scheme which might be material to the interests of Cookson Shareholders unless Cookson Shareholders were informed of any such modification, addition or condition. It will be a matter for the Court to decide, in its discretion, whether or not the consent of Cookson Shareholders would be sought at a further meeting. Similarly, if a modification, addition or condition is put forward which, in the opinion of the Cookson Directors, is of such nature or importance as to require the approval of Cookson Shareholders at a further meeting, the Cookson Directors will not take the necessary steps to enable the Scheme to become effective unless and until such approval is obtained.

The full text of the Scheme and of the Resolutions to be proposed at the Court Meeting and the General Meeting are set out in Parts XI, XV and XVI, respectively, of this document.

6.3 Vesuvius Court Hearing and the Demerger

The Vesuvius Court Hearing, at which the Court will be asked to confirm the Vesuvius Capital Reduction, is expected to be held on 17 December 2012. If the Vesuvius Capital Reduction is confirmed at the Vesuvius Court Hearing, and the other conditions to the Demerger (as outlined in paragraph 4.2 above) have been satisfied, the Demerger is expected to become effective prior to 8.00 a.m. on 19 December 2012, and dealings in Alent Shares are expected to commence at 8.00 a.m. on 19 December 2012.

The Vesuvius Capital Reduction will not become effective unless the Court confirms the Vesuvius Capital Reduction and a copy of its order is delivered to the Registrar of Companies for registration and is registered by him. This is expected to occur on 18 December 2012.

6.4 Alent Court Hearing

The Alent Court Hearing, at which the Court will be asked to confirm the Alent Capital Reduction, is expected to be held on 19 December 2012. If the Alent Capital Reduction is confirmed at the Alent Court Hearing, the Alent Capital Reduction is expected to become effective on or before 20 December 2012.

The Alent Capital Reduction will not become effective unless the Court confirms the Alent Capital Reduction and a copy of its order is delivered to the Registrar of Companies for registration and is registered by him. This is expected to occur on or before 20 December 2012.

Any changes to the proposed timetable will be announced via a Regulatory Information Service.

7 Debt arrangements and capital structure

7.1 Overview

Cookson had net debt as at 30 June 2012 of £451 million representing approximately 1.3 times Cookson EBITDA for the 12 months ended 30 June 2012. The Cookson Board intends that the current net debt of Cookson will be split between Vesuvius and Alent on Demerger broadly in proportion to their respective EBITDA for the 12 months prior to Demerger giving both groups strong balance sheets.

7.2 Alent

On a pro forma basis, Alent had net debt of £163.2 million as at 30 June 2012 (extracted without material adjustment from Part IX of this document).

7.3 Vesuvius

On a pro forma basis, Vesuvius had net debt of £349.3 million as at 30 June 2012 (extracted without material adjustment from Part IX of this document).

8 Cookson Directors and the effect of the Scheme on their interests

Details of the interests of the Cookson Directors in the share capital of Cookson are set out in paragraph 3.1 of Part XII of this document and details of the interests of the Cookson Directors in options and awards over Cookson Shares are set out in paragraph 3.2 of Part XII of this document.

Cookson Shares held by each of the Cookson Directors at the Scheme Record Time will be subject to the Scheme.

The effect of the Proposals on options and awards held by certain Cookson Directors, in common with other participants in the Cookson Employee Share Plans, is described in paragraph 9.1 of this Part II.

Details of the service contracts and letters of appointment of the Cookson Directors are set out in paragraph 6 of Part XII of this document.

Save as set out above, the effect of the Scheme on the interests of the Cookson Directors does not differ from its effect on the like interest of any other Cookson Shareholder.

9 Effects of the Proposals on the Cookson Employee Share Plans, remuneration policy for Alent and Vesuvius and New Employee Share Plans

9.1 Effects of the Proposals on the Cookson Employee Share Plans

Letters are being sent to participants in the Cookson Employee Share Plans to explain the effects of the Proposals on options and awards which they hold under the Cookson Employee Share Plans. In summary, the effects are as follows:

9.1.1 LTIP

The Proposals will not result in early vesting for participants who continue in employment with either Alent or Vesuvius.

For participants who are employed by Alent after the Demerger, their 2011 and 2012 LTIP awards over Cookson Shares will be rolled over to become awards over Alent Shares of equivalent value. Performance will still be measured over a three-year period, but by reference to Cookson performance up to the Demerger Effective Time and by reference to Alent performance thereafter to the end of the period. The awards will continue to be subject to the terms and conditions of the Cookson LTIP, save that the relevant company (and relevant remuneration committee) will be Alent plc instead of Cookson.

For participants who stay with Vesuvius, their 2011 and 2012 LTIP awards over Cookson Shares will be rolled over to become awards over Vesuvius Shares of equivalent value. Performance will still be measured over a three-year period, but by reference to Cookson performance up to the Demerger Effective Time and by reference to Vesuvius performance thereafter to the end of the period. The awards will continue to be subject to the terms and conditions of the Cookson LTIP, save that the relevant company (and relevant remuneration committee) will be Vesuvius plc instead of Cookson.

The intended method of measuring performance for the 2011 and 2012 LTIP awards is as follows:

as regards the EPS target, the currently disclosed Cookson headline EPS threshold and maximum vesting targets for the final year of the relevant three-year performance period will be split between Alent and Vesuvius by reference to their respective trading profit contributions to Cookson's total 2012 trading profit such that the new Alent and Vesuvius targets aggregate to the currently disclosed Cookson targets. These new Alent and Vesuvius targets will be disclosed in the respective Alent and Vesuvius 2012 annual reports. The respective Alent and Vesuvius headline EPS values as reported for the final year of the three-year performance period will then be compared with these new threshold and maximum targets to determine the vesting outcome;
as regards the TSR target, Cookson's TSR growth from the start of the relevant three-year performance period up to the time of the Demerger will be determined and added to the TSR growth of Alent or Vesuvius from the Demerger date to the end of the three-year performance period. This aggregate TSR growth will then be ranked against the TSR of the relevant comparator group and the resulting vesting outcome will be calculated against the TSR performance schedule in the LTIP.

9.1.2 DSBP

The Proposals will not result in early vesting for participants who continue in employment with either Alent or Vesuvius.

In the case of the grant made in 2010 under the DSBP, the awards will be rolled over to become awards over a combination of Alent and Vesuvius Shares in the same combination that applies to Cookson Shareholders.

For participants who are employed by Alent after the Demerger, their 2011 and 2012 DSBP awards over Cookson Shares will be rolled over to become awards over Alent Shares of equivalent value. The awards will continue to be subject to the terms and conditions of the Cookson DSBP, save that the relevant company (and relevant remuneration committee) will be Alent plc instead of Cookson.

For participants who stay with Vesuvius, their 2011 and 2012 DSBP awards over Cookson Shares will be rolled over to become awards over Vesuvius Shares of equivalent value. The awards will continue to be subject to the terms and conditions of the Cookson DSBP save that the relevant company (and relevant remuneration committee) will be Vesuvius plc instead of Cookson.

Participants who, at the request of Cookson, leave the Cookson Group as a result of the Demerger and who do not join Alent or Vesuvius on a permanent basis will be treated as good leavers. Their DSBP awards will vest on their date of leaving and will be rolled over to become awards over a combination of Alent Shares and Vesuvius Shares in the same combination as applies to Cookson Shareholders. Mr Salmon, Cookson Chief Executive, has agreed that his deferred share award granted on 1 April 2011 (as described in paragraph 9.7 below) will not vest at the Demerger Effective Time, but will be rolled over to become an award over a combination of Alent Shares and Vesuvius Shares with vesting deferred (and subject to forfeiture in certain circumstances) until 1 April 2014 (i.e. the original vesting date for his award).

9.1.3 Cookson Executive Share Option Schemes

Although no options have been granted under the Cookson Executive Share Option Schemes since 2003, there are a small number of options still outstanding. All these options are already exercisable and can be exercised for a short period after the Court sanctions the Scheme, otherwise they will automatically lapse. Any Cookson Shares issued following the Demerger Record Time on the exercise of such options will be automatically exchanged for Vesuvius Shares pursuant to a new provision to be inserted into the Cookson Articles, as further described at paragraph 3.3 of this Part II.

9.2 Overall remuneration policy for Alent and Vesuvius

The remuneration policy of both Alent and Vesuvius will be based upon the current remuneration policy of Cookson. The remuneration structure for Executive Directors and other senior managers aims to:

attract and retain high calibre executives;
strongly support the company's strategy;
align management's interests with those of shareholders; and
foster a high performance culture, with a substantial portion of remuneration being performance linked.

The remuneration of the Executive Directors will comprise base salary, annual incentive, long-term incentive and retirement benefits. This is similar to Cookson except that it is simpler as it excludes both bonus deferral of the annual incentive and the matching shares which formed part of the Cookson LTIP.

This remuneration policy, pay positioning and pay structure may change at some point post-Demerger but it is not anticipated that these will change materially within 12 months following the Demerger.

9.3 Clawback arrangements

9.4 Base salary

9.5 Annual incentive

9.6 New Employee Share Plans

9.6.1 Structure

Each New Employee Share Plan will be structured as an "umbrella" plan, which shall provide flexibility to the relevant remuneration committee to grant share awards in various ways (performance share awards, market-price options, deferred share bonus awards and restricted share awards (which may not be granted to Executive Directors, other than in exceptional circumstances)). Participation in each of the New Employee Share Plans is limited to employees of the relevant group companies; hence employees who join Alent are eligible to be selected by the Alent Remuneration Committee to participate in the Alent Share Plan, but not the Vesuvius Share Plan. Similarly employees who stay with Vesuvius are eligible to be selected by the Vesuvius Remuneration Committee to participate in the Vesuvius Share Plan, but not the Alent Share Plan. Employees who leave the Cookson Group as a result of the Demerger and who do not join Alent or Vesuvius on a permanent basis will not eligible to participate in either New Employee Share Plan.

9.6.2 Awards for Executive Directors

It is the current intention that share awards granted to Executive Directors under the New Employee Share Plans within 12 months following the Demerger will likely be granted in the form of performance share awards, although the Alent Remuneration Committee reserves the right to grant market-price options instead. It is not intended to grant deferred share bonus awards to Executive Directors, although, under the discussions with a potential permanent Finance Director for Alent plc, it is anticipated he will receive a one-off award of restricted shares to compensate him for the awards he will lose upon leaving his current employer.

Following the 12-month period after the Demerger, the relevant remuneration committee shall have the discretion to consider the grant of different types of award under the New Employee Share Plans.

(a) Performance conditions for performance share awards

The vesting of performance share awards granted by either Alent or Vesuvius will be based on its performance against specified performance conditions measured over a three-year period.

(b) Performance conditions for market-price options

It is the current intention that any market-price options that may be granted by Alent or Vesuvius at any time will vest subject to an EPS growth condition. However, the relevant remuneration committee shall have the discretion to determine the use of other financial or operational measures.

Executive Directors of both Alent and Vesuvius will normally be eligible to receive, on an annual basis:

a performance share award with a face value of up to 200 per cent. of base salary; or
a market-price option with a face value of up to 300 per cent. of base salary.

9.7 Comparison of Cookson's Employee Share Plans with the New Employee Share Plans

Cookson currently grants awards under two employee share plans, the LTIP and the DSBP:

The LTIP provides for two types of awards, performance share awards and matching share awards. Executives receive an award of performance shares valued at up to 100 per cent. of basic salary. In addition, Executive Directors and certain other senior corporate executives have been eligible to participate in the matching share arrangements under which they can invest their annual bonus (up to 100 per cent. of salary) in Cookson Shares and receive a matching share award over Cookson Shares equal to 225 per cent. of the pre-tax amount invested. Awards vest three years after the grant date, subject to the achievement of specified performance targets relating to EPS and TSR.
The DSBP was implemented in 2007 to provide an alternative long-term incentive arrangement for certain less senior managers who do not participate in the LTIP. The senior managers who participate in the DSBP receive an allocation of deferred shares to the value of a percentage of their annual bonus. In 2010, Mr Salmon's maximum annual incentive entitlement was increased to 150 per cent. The annual incentive payout that Mr Salmon received that exceeded 100 per cent. in respect of that year was paid in deferred shares. DSBP awards vest three years after the grant date.

Prior to the establishment of the LTIP, Cookson granted market-price options. These options were subject to an EPS performance condition. No new options have been granted since 2003.

The current intention is that each of Alent and Vesuvius will operate similar grants of performance share awards in the first year after the Demerger, although as mentioned above Alent may grant market-price options. Under the New Employee Share Plans, it is proposed that in the first year after the Demerger, Executive Directors receive awards of performance shares of up to 200 per cent. of their basic salary. This increase in award level reflects the fact that matching share awards will not exist in the New Employee Share Plans. Alternatively, if Alent decides to grant market-price options, it is intended that the Executive Directors will be granted market-price options with a value of up to 300 per cent. of basic salary.

10 Pensions

Cookson Group operates defined benefit and defined contribution pension schemes for its current and former UK and overseas employees.

10.1 United Kingdom

The defined benefit plan in the UK (the "UK Plan") is the Cookson Group's largest defined benefit scheme.

Cookson is the principal employer of the UK Plan, a multi-employer pension scheme that provides defined benefits for certain current and former Cookson Group employees. The UK Plan has been closed to the future accrual of new benefits since 31 July 2010.

Following the Demerger, the UK Plan will remain with Vesuvius and all pension liabilities of the Alent employers who participated in the UK Plan immediately prior to the Demerger will be discharged in full. Cookson has agreed, with the Trustee of the UK Plan, a mitigation package in light of the loss of support from the Alent participating employers. The mitigation payment will be calculated as approximately 25 per cent. of the UK Plan's Section 75 deficit calculated as at completion of the Demerger. This is estimated at approximately equivalent to a £32 million payment to the UK Plan. The mitigation will be payable in the form of two cash lump sums. The first lump sum will be paid to the Trustee on 14 December 2012 and will be calculated as 90 per cent. of the sum that would otherwise have been due had completion occurred on 31 October 2012. The second lump sum will be the difference required to bring the total mitigation payment to the mitigation figure calculated as at completion of the Demerger, and will be paid within three working days of the Trustee notifying Vesuvius of the relevant amount. The pension liabilities of Alent participating employers will be apportioned to Cookson (which will be part of Vesuvius following completion of the Demerger) as part of this arrangement.

Clearance from the Pensions Regulator has been obtained in respect of the impact of the Demerger on the UK Plan. The purpose of seeking clearance from the Pensions Regulator is to obtain confirmation that it would not be reasonable in the circumstances for the Regulator to impose any liability on the applicants (which includes the Alent participating employers who will cease to participate in the UK Plan as a result of the Demerger) under a contribution notice or financial support direction in respect of the UK Plan. The clearance therefore confirms that the Alent participating employers have no further liability in relation to the UK Plan in respect of the matters covered by the clearance application.

At the last triennial valuation of the UK Plan as at 31 December 2009, the market value of the UK Plan's assets was £401.9 million and this represented a funding level of 88 per cent. of the accrued plan benefits at the time of £456.4 million (calculated on an on-going basis). Calculated on a buy-out basis (the cost of securing all benefits with an insurer), the liabilities at that date were £589.0 million representing a funding level of 68 per cent. Cookson and the Trustee of the UK Plan agreed a schedule of contributions, following the 2009 valuation, under which Cookson Group is making deficit contributions of £7.0 million per annum until February 2016.

The next triennial valuation is due as at 31 December 2012. The valuation is expected to show a significant improvement in the funding position of the UK Plan, although this may be impacted by changes in investment performance and actuarial assumptions in the period to 31 December 2012. Contributing to the expected improvement of the funding position compared to the position as at 31 December 2009 are the following: (a) the deficit recovery contributions paid under the current schedule of contributions agreed following the December 2009 valuation, (b) the mitigation payment to be made to the UK Plan noted above, (c) the change, with effect from 1 January 2011, to the revaluation of deferred member benefits to consumer price index increases instead of retail price index increases, (d) the implementation of a successful enhanced transfer value exercise which has reduced the number of deferred members remaining in the UK Plan by some 550 members and has eliminated the inflation, interest rate, investment and longevity risk in respect of £50 million of liabilities and (e) the de-risking of the UK Plan's investment strategy by "matching" a large part of the pension liabilities with an insurance policy. On 19 July 2012, the Trustee of the UK Plan announced that it had entered into a pension insurance buy-in agreement with Pension Insurance Corporation to insure approximately 60 per cent. of the UK Plan's total liabilities, covering all current pensioner members. This arrangement has further significantly reduced the inflation, interest rate, investment and longevity risk for the UK Plan in respect of the UK Plan's liabilities.

Cookson Group operates a defined contribution stakeholder plan for existing and new employees in the UK. This is now the Cookson Group's main UK pension arrangement for current and new employees. The stakeholder scheme is a contract-based scheme set up with a leading UK investment manager under which members hold retirement accounts directly with the investment manager. Member contributions to the stakeholder plan are between 2 per cent. and 8 per cent. of pay and matching employer contributions of between 2 per cent. and 16 per cent.

It is expected that Vesuvius employees of the Cookson Group who currently participate in the stakeholder scheme will continue to do so following the Demerger. Alent will provide its employees with an equivalent stakeholder scheme set up exclusively for its employees.

10.2 US

The Cookson Group operates two qualified defined benefit pension schemes in the US: the Cookson America Pension Plan (the CAPP) and the Retirement Security Plan (the RSP). Both schemes are closed to new members and closed to further benefit accrual for the majority of existing members. As at 30 June 2012, a net funding deficit of £66.6 million (calculated on an IAS 19 basis) was recognised in respect of defined benefit employee pension arrangements in the US.

The CAPP is sponsored by Cookson America, Inc. The current participants of the CAPP are wholly from the Cookson Group's Engineered Ceramics and Precious Metals Processing divisions in the US. This relationship would remain the same after the Demerger, which it is expected will result in Vesuvius retaining responsibility for supporting the CAPP financially.

The current participants of the RSP are wholly from the Cookson Group's Performance Materials division in the US. This relationship would remain the same after the Demerger, which it is expected will result in Alent retaining responsibility for supporting the RSP financially.

An exercise has recently been undertaken to offer terminated vested participants of the RSP and CAPP the opportunity to receive a lump sum payment of their accrued benefits, thereby removing their liability from the plans. The offer closed in August 2012, and the member liabilities associated with this offer amounted to some \$40 million (£25 million). The US pension regulator, the US Pension Benefit Guaranty Corporation ("PBGC"), has confirmed that no additional cash contributions are required to be made into the CAPP or RSP as a result of the Demerger. Additional funding payments of approximately \$4 million (£2 million) per annum and \$6 million (£4 million) per annum are currently being made by Cookson Group into the RSP and CAPP respectively. These additional contributions are being made on a voluntary basis and, as such, their continuation is subject to periodic review.

The Cookson Group also operates defined contribution pension schemes (401(k) plans) for current and existing employees.

10.3 Germany

The Cookson Group operates five defined benefit pension schemes in Germany, as well as a number of smaller legacy and individual executive plans. Three of the five defined benefit plans will remain with Vesuvius following the Demerger, with the Enthone Germany and Alpha Lotsysteme plans remaining with Alent following the Demerger. The plans are all unfunded, as is usual for plans in Germany. There are no notification obligations to the German regulatory authorities in respect of the impact of the Demerger on the pension plans.

As at 30 June 2012, a net funding deficit of €46.4 million (£37.4 million) (calculated on an IAS 19 basis) was recognised in respect of defined benefit employee pension arrangements in Germany, of which €41.8 million (£33.7 million) related to Vesuvius and €4.6 million (£3.7 million) related to Alent.

10.4 Rest of the world

The Cookson Group operates numerous individually small defined benefit and defined contribution plans throughout the rest of the world. None of these are material in the context of the Demerger and the plans will transfer with the relevant Alent and Vesuvius entities.

As at 30 June 2012, a net funding deficit of £14.4 million (calculated on an IAS 19 basis) was recognised in respect of the Cookson Group's defined benefit employee pension arrangements in the rest of the world, together with another £9.2 million net deficit in respect of other, unfunded, postretirement defined benefit arrangements.

11 The Alent and Vesuvius Boards

The Alent and Vesuvius Boards will comprise a combination of existing Cookson Directors and new directors.

Jeff Harris and Nick Salmon, the current Chairman and Chief Executive, respectively, of Cookson, will retire from Cookson following the Demerger and will not serve on either the Alent Board or the Vesuvius Board. Mike Butterworth, the current Finance Director of Cookson, will remain with Cookson to oversee a smooth transition after the Demerger, providing services to both Alent and Vesuvius (including acting as the Interim Finance Director of Alent until a permanent appointee has joined Alent), but is expected to step down from Cookson by 29 March 2013 once Alent and Vesuvius have completed their year-end accounts in respect of 2012.

11.1 Alent Board

The following table sets out information relating to each of the Alent Directors, whose business address is Forsyth Road, Sheerwater, Woking, Surrey GU21 5RZ, as at the date of this document:

Name	Position
Peter Hill CBE	Chairman
Steve Corbett	Chief Executive
Mike Butterworth	Interim Finance Director*
Dr Emma FitzGerald	Non-Executive Director
Lars Förberg	Non-Executive Director
Noël Harwerth	Non-Executive Director
Jan Oosterveld	Non-Executive Director
Mark Williamson	Non-Executive Director

Set out below are the business experience and principal business activities performed outside Alent by the Alent Directors, as well as the dates of their initial appointment as Alent Directors, where applicable.

Peter Hill CBE

Chairman and Chairman of the Alent Nominations Committee

Peter Hill was appointed as a director on 10 September 2012 and as Chairman and Chairman of the Alent Nominations Committee on 31 October 2012. He previously joined the Cookson Board in February 2010. Peter served as Chief Executive of Laird PLC from 2002 until he stepped down from the board in November 2011. He previously held senior management positions with BTR plc (subsequently Invensys plc) and was an executive director of Costain Group PLC. He was previously a non-executive director of Meggitt PLC and Oxford Instruments plc, and was a non-executive board member of UK Trade and Investment. Peter Hill is a British citizen.

Steve Corbett

Chief Executive

Steve Corbett was appointed as a director of Alent plc on 31 October 2012. He previously joined the Cookson Board in May 2012. Steve has been President and Chief Executive Officer of Cookson's Performance Materials division since 2004. He joined Cookson in 1990 and held various senior management roles within its Joining Technologies businesses before, in 2002, being appointed President of Enthone, the then newly acquired surface chemistries business. He was promoted to his current role in 2004. He previously held senior roles with Heraeus Gmbh and Corning Glass. Steve Corbett is a US citizen.

Mike Butterworth

Interim Finance Director

Mike Butterworth was appointed as a director of Alent plc on 10 September 2012. He previously joined the Cookson Board, and was appointed Finance Director, in June 2005. Prior to joining Cookson, Mike was Group Finance Director of Incepta Group Plc. He previously spent five years as Group Financial Controller of BBA Group plc. Mike is a non-executive director and Chairman of the audit committee of St Ives plc. Mike Butterworth is a Chartered Accountant, and a British citizen.

Dr Emma FitzGerald

Non-Executive Director

Emma FitzGerald was appointed as a director of Alent plc on 31 October 2012. She previously joined the Cookson Board in August 2011. Emma is Vice President, Global Retail Network for Shell International. She joined Shell in 1992 and has worked in a variety of technical, strategic and general management roles based in Asia and Europe, including the position of Managing Director of Shell China/Hong Kong Lubricants based in Beijing. She has also served on subsidiary boards of directors in both Korea and China. Emma holds a DPhil in Solid State Physics and Surface Chemistry, is a Trustee of The Windsor Leadership Trust, and sits on the leadership development advisory panel for the Prime Minister's Office of the Singapore Government. Emma FitzGerald is a British citizen.

Lars Förberg

Non-Executive Director

Lars Förberg was appointed as a director of Alent plc on 31 October 2012. Lars is a managing partner of Cevian Capital, which held just over 20 per cent. of Cookson's issued share capital on the date of his appointment. Lars co-founded Cevian Capital in 2002. In 1997, he joined AB Custos, the Swedish investment company, ultimately becoming Chief Investment Officer. Prior to AB Custos, he had been an investment manager and a partner of Nordic Capital. Lars is a non-executive director of the Swiss headquartered freight-forwarding company, Panalpina. He also sits on the nominations committee of: Metso Corporation, the global Finnish technology and services company; Tieto Corporation, the Finnish IT service company; and AB Volvo, the Swedish truck and construction equipment manufacturer. Lars Förberg is a Swedish citizen.

Noël Harwerth

Non-Executive Director and Chairman of the Alent Remuneration Committee

Noël Harwerth was appointed a director of Alent plc on 31 October 2012 and is Chairman of the Alent Remuneration Committee. Noël spent 15 years with Citicorp, latterly as Chief Operating Officer of Citibank International, having previously been with Dun and Bradstreet and Kennecott Copper Corporation. She is currently Chairman and non-executive director of Sumitomo Mitsui Banking Corporation Europe, a non-executive director of Standard Life plc, non-executive director and Chair of the remuneration committee of Avocet Mining PLC, a non-executive director of Harry Winston Diamond Corporation Inc, and a non-executive director of RSA Insurance Group plc where she will be standing down in 2013. She was a non-executive director and Chairman of the remuneration committee of Logica plc until 2012, and was previously a non-executive director of the London Metal Exchange, Impellam Group plc, Corus Group plc and TFL Group. Noël Harwerth holds dual British and US citizenship.

Jan Oosterveld

Non-Executive Director

Jan Oosterveld was appointed as a director of Alent plc on 31 October 2012. He previously joined the Cookson Board in June 2004. Jan spent 32 years with Royal Philips Electronics, where he was a member of the Group Management Committee with responsibility for corporate strategy, the Chief Executive of Philips Asia Pacific and the Chairman of LG Philips LCD. He is a non-executive director and Chairman of the remuneration committee of Candover Investments plc and a non-executive corporate director of Barco N.V. He served as Chairman of the supervisory board of Crucell N.V. until December 2011. Jan is also a professor at IESE Business School in Barcelona. Jan Oosterveld is a Dutch citizen.

Mark Williamson

Non-Executive Director, Senior Independent Director and Chairman of the Alent Audit Committee

Mark Williamson was appointed a director of Alent plc on 31 October 2012 and is Senior Independent Director and Chairman of the Alent Audit Committee. Mark was formerly Chief Financial Officer of International Power plc. He joined International Power in 2000 as Group Financial Controller and was appointed to the board as Chief Financial Officer in 2003, stepping down in 2012. Previously, he was Group Financial Controller and Group Chief Accountant at Simon Group plc, the engineering and bulk chemicals group. He is Senior Independent Non-Executive Director of Imperial Tobacco Group PLC, having previously served as Chairman of the audit committee, and is a non-executive director of National Grid plc. Mark qualified as a Chartered Accountant in South Africa and is a British citizen.

11.2 Vesuvius Board

The following table sets out information relating to each of the Vesuvius Directors, whose business address is at 165 Fleet Street, London EC2A 2AE, as at the date of this document:

Name	Position
John McDonough CBE	Chairman
François Wanecq	Chief Executive
Chris O'Shea	Finance Director
Christer Gardell	Non-Executive Director
Jeff Hewitt	Non-Executive Director
Jan Oosterveld	Non-Executive Director*
John Sussens	Non-Executive Director*

*Jan Oosterveld and John Sussens intend to retire as Vesuvius Directors immediately following Vesuvius' 2013 annual general meeting, subject to the appointment of their successors.

Set out below are the business experience and principal business activities performed outside Vesuvius by the Vesuvius Directors, as well as the dates of their initial appointment as directors of Vesuvius, where applicable.

John McDonough CBE

Chairman

John McDonough was appointed as a director and Chairman of Vesuvius plc on 31 October 2012. John was group Chief Executive Officer of Carillion plc, the support services and construction firm for 11 years, until he retired in 2011. Prior to joining Carillion plc he spent nine years at Johnson Controls Inc, working for the automotive systems division, initially in the UK, before moving to become vice president of the division's European operations and ultimately to Singapore to develop the business in Asia Pacific. He then returned to the UK as Vice President of the integrated facilities management division for EMEA. John served as Chairman of the remuneration committee of Tomkins plc from 2007 to 2010 and as a non-executive director of Exel plc from 2004 to 2005. He joined The Vitec Group plc in March 2012, and has served as Chairman since June 2012. John McDonough is a British citizen.

François Wanecq

Chief Executive

François Wanecq was appointed as a director of Vesuvius plc on 31 October 2012. He previously joined the Cookson Board in February 2010. François has been the Chief Executive Officer of Cookson's Engineered Ceramics division since October 2005. Prior to joining Cookson, he held a series of senior management roles at ArjoWiggins Group and served as an executive director of ArjoWiggins Appleton plc from 1999 until it was delisted and, from 1985 to 1995, he was Managing Director of the technical ceramics division of the Saint-Gobain Group. François Wanecq is a French citizen.

Chris O'Shea

Finance Director

Chris O'Shea was appointed as a director of Vesuvius plc on 31 October 2012, having joined Cookson on 11 October 2012. Prior to joining Cookson, Chris held a number of senior finance roles at BG Group, latterly serving as CFO for the group's businesses in Africa, the Middle East and Asia. From 1998 to 2005 Chris worked in the UK, the US and Nigeria for Royal Dutch Shell in a variety of roles, including CFO for Shell's offshore exploration and production business in Nigeria. Chris is a Chartered Accountant with an MBA from Duke University, and has also worked for Ernst & Young. Chris O'Shea is a British citizen.

Christer Gardell

Non-Executive Director

Christer Gardell was appointed as a director of Vesuvius plc on 31 October 2012. He previously joined the Cookson Board in June 2012. Christer is a Managing Partner of Cevian Capital which held just over 20 per cent. of Cookson's issued share capital on the date of his appointment. Christer co-founded Cevian Capital in 2002. From 1996 to 2001, he was the Chief Executive Officer of AB Custos, the Swedish investment company. Prior to joining AB Custos, he had been a partner of Nordic Capital and McKinsey & Company. Christer is a non-executive director of the global Finnish technology and services company, Metso Corporation. He served as a non-executive director of AB Lindex until December 2007 and of Tieto Corporation until March 2012. Christer Gardell is a Swedish citizen.

Jeff Hewitt

Non-Executive Director and Chairman of the Vesuvius Audit Committee

Jeff Hewitt was appointed as a director and Chairman of the Vesuvius Audit Committee on 31 October 2012. He previously joined the Cookson Board in June 2005 and is Chairman of the Audit Committee. Jeff was previously Deputy Chairman and Group Finance Director of Electrocomponents plc. He is a non-executive director and Chairman of the audit committees of Cenkos Securities plc, Foreign & Colonial Investment Trust plc and Sweett Group plc. He is also the Chairman of Electrocomponents Pension Trustees Limited. Jeff Hewitt is a Chartered Accountant, and a British Citizen.

Jan Oosterveld

Non-Executive Director

Jan Oosterveld was appointed as a director of Vesuvius plc on 31 October 2012 and previously joined the Cookson Board in June 2004. Jan intends to retire as a director of Vesuvius plc immediately following Vesuvius' 2013 annual general meeting, subject to the appointment of his successor. Jan spent 32 years with Royal Philips Electronics, where he was a member of the Group Management Committee with responsibility for corporate strategy, the Chief Executive of Philips Asia Pacific and the Chairman of LG Philips LCD. He is a Non-Executive Director and Chairman of the Remuneration Committee of Candover Investments plc and a Non-Executive Corporate Director of Barco N.V. He served as Chairman of the supervisory board of Crucell N.V. until December 2011. Jan is also a professor at IESE Business School in Barcelona, and is a Dutch citizen.

John Sussens

Non-Executive Director, Senior Independent Director and Chairman of the Vesuvius Remuneration Committee

John Sussens was appointed as a director and Senior Independent Director and Chairman of the Vesuvius Remuneration Committee on 31 October 2012. He previously joined the Cookson Board in May 2004 and is Chairman of the Remuneration Committee. John intends to retire as a director of Vesuvius plc immediately following Vesuvius' 2013 annual general meeting, subject to the appointment of his successor. John was managing director of Misys plc until 2004. He is currently Senior Independent Non-Executive Director and Chairman of the remuneration committee of Admiral Group plc. He served until March 2011 as a non-executive director of Anglo & Overseas plc. John Sussens is a British citizen

12 Authorities relating to Alent plc's and Vesuvius plc's share capital

On 31 October 2012, the Initial Alent Shareholder passed resolutions which, among other matters, granted authority to the Alent Directors to allot the Alent Shares required to implement the Demerger. The Alent Directors have also been granted authorities to allot Alent Shares, to make allotments otherwise than in accordance with pre-emption rights and to make purchases of Alent Shares which update the authorities as implemented in respect of Cookson at its Annual General Meeting held on 17 May 2012. On the same date, the Initial Alent Shareholder also passed resolutions to approve the Alent Capital Reduction and to authorise the Alent Directors to implement the Alent Capital Reduction if the Demerger becomes effective. Cookson Shareholders will be asked to confirm their approval of the Alent Capital Reduction pursuant to the Resolutions at the General Meeting.

On 31 October 2012, the Initial Vesuvius Shareholder passed resolutions which, among other matters, granted authority to the Vesuvius Directors to allot the Vesuvius Shares required to implement the Scheme. The Vesuvius Directors have also been granted authorities to allot Vesuvius Shares, to make allotments otherwise than in accordance with pre-emption rights and to make purchases of Vesuvius Shares which update the authorities as implemented in respect of Cookson at its Annual General Meeting held on 17 May 2012. On the same date, the Initial Vesuvius Shareholder also passed resolutions to approve the Vesuvius Capital Reduction and to authorise the Vesuvius Directors to implement the Vesuvius Capital Reduction if the Scheme becomes effective. Cookson Shareholders will be asked to confirm their approval of the Vesuvius Capital Reduction pursuant to the Resolutions at the General Meeting.

Accordingly, Cookson Shareholders will not be required separately to grant such authorities or to approve the Vesuvius Capital Reduction once they become shareholders of Vesuvius plc, or the Alent Capital Reduction once they become shareholders of Alent plc.

For additional information on the authorities relating to the share capital of Alent plc and Vesuvius plc which have been granted, see paragraph 2.2 in Part C in each of Parts V and VI of this document.

13 Overseas Shareholders

13.1 General

No Alent Shares, Vesuvius Shares or any other securities of Alent or Vesuvius have been marketed to, nor are any available for purchase by, in whole or in part, the public in the United Kingdom or elsewhere in connection with the Scheme, the Alent Admission, the Vesuvius Admission or the Demerger. This document does not constitute or form part of any offer or invitation to purchase, subscribe for, sell or issue, or any solicitation of any offer to purchase, subscribe for, sell or issue, Alent Shares, Vesuvius Shares or any other securities in Alent or Vesuvius.

The distribution of this document, the Alent Prospectus and the Vesuvius Prospectus and the allotment and issue of Alent Shares or Vesuvius Shares in jurisdictions other than the United Kingdom may be restricted by law. No action has been taken by Cookson or Vesuvius to obtain any approval, authorisation or exemption to permit the allotment or issue of the Vesuvius Shares or the possession or distribution of this document and the Vesuvius Prospectus (or any other publicity material relating to the Vesuvius Shares) in any jurisdiction, other than in the United Kingdom. No action has been taken by Cookson or Alent to obtain any approval, authorisation or exemption to permit the allotment or issue of the Alent Shares or the possession or distribution of this document and the Alent Prospectus (or any other publicity material relating to the Alent Shares) in any jurisdiction, other than in the United Kingdom.

The implications of the Proposals for Overseas Shareholders may be affected by the laws of jurisdictions outside the United Kingdom. Overseas Shareholders should inform themselves about, and observe, any applicable legal requirements. It is the responsibility of any Overseas Shareholders to satisfy themselves as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes or duties or payments due in such jurisdiction. Any failure to comply with such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction.

This document has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange and the UKLA Rules and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws and regulations of any jurisdiction outside England and Wales.

If, in respect of any Overseas Shareholder, Vesuvius is advised that the allotment and/or issue of Vesuvius Shares would or may infringe the laws of any jurisdiction outside the United Kingdom, or would or may require Vesuvius to comply with any governmental or other consent or any registration, filing or other formality with which Vesuvius is unable to comply or compliance with which Vesuvius regards as unduly onerous, the Scheme provides that Vesuvius plc may, in its sole discretion, either:

(a) determine that such Vesuvius Shares shall be sold, in which event the Vesuvius Shares shall be issued to such holder and Vesuvius plc shall appoint a person who shall be authorised on behalf of such Overseas Shareholder to procure that any shares in respect of which Vesuvius plc has made such determination shall, as soon as practicable following the Scheme Effective Time, be sold; or

(b) determine that such Vesuvius Shares shall not be issued to such Overseas Shareholder but shall instead be issued to a nominee for such holder appointed by Vesuvius plc on terms that the nominee shall, as soon as practicable following the Scheme Effective Time, sell the Vesuvius Shares so issued.

Any such sale shall be carried out at the best price which can reasonably be obtained at the time of sale and the net proceeds of such sale (after the deduction of all expenses and commissions incurred in connection with such sale, including any value added tax payable on the proceeds of sale) shall be paid to the relevant Overseas Shareholder by sending a cheque or creating an assured payment obligation in accordance with the terms of the Scheme. Any remittance of the net proceeds of the sale referred to shall be at the risk of the relevant Overseas Shareholder.

13.2 United States

The Alent Shares and the Vesuvius Shares to be issued in connection with the Scheme and the Demerger have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States. The Vesuvius Shares are expected to be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10).

The Alent Shares and the Vesuvius Shares generally should not be treated as "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and persons who receive securities in the Scheme and the Demerger (other than "affiliates" as described in the paragraph below) may resell them without restriction under the Securities Act.

Under the US securities laws, persons who are deemed to be affiliates of Cookson, Alent or Vesuvius as at the Scheme Effective Time may not resell the the Alent Shares or Vesuvius Shares received pursuant to the Scheme and Demerger without registration under the Securities Act, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Whether a person is an affiliate of a company for such purposes depends upon the circumstances, but affiliates of a company can include certain officers and directors and significant shareholders. Cookson Shareholders who believe they may be affiliates for the purposes of the Securities Act should consult their own legal advisers prior to any resale of Alent Shares and Vesuvius Shares received pursuant to the Scheme and the Demerger.

For the purposes of qualifying for the exemption from the registration requirements of the Securities Act afforded by Section 3(a)(10), Cookson will advise the Court through counsel that its sanctioning of the Scheme will be relied upon by Vesuvius plc as an approval of the Scheme following a hearing on its fairness to Cookson Shareholders, at which hearing all Cookson Shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all Cookson Shareholders.

14 Taxation

Shareholders should read Part X of this document, which contains a general description of the United Kingdom, United States and Jersey tax consequences of the Proposals, but all Shareholders are advised to consult a professional adviser with regard to the tax consequences of the Proposals.

Each of the Scheme and the Demerger should be treated as a scheme of reconstruction for the purposes of UK taxation of chargeable gains, and clearance has been obtained from HMRC under section 138 of the Taxation of Chargeable Gains Act 1992.

15 Delisting of Cookson Shares and re-registration of Cookson as a private limited company

The last day of dealings in Cookson Shares is expected to be 14 December 2012 and no transfers of Cookson Shares will be registered after 6.00 p.m. on this date (the Scheme Record Time). However, new Cookson Shares will be issued to Vesuvius plc in accordance with the Scheme.

A request will be made to each of the London Stock Exchange and the UKLA to cancel the trading in Cookson Shares on the London Stock Exchange's main market for listed securities and to remove the listing of the Cookson Shares from the premium listing segment of the Official List, in each case, by a time expected to be no later than 8.00 a.m. on 17 December 2012.

Following the Scheme Effective Time and prior to the Demerger Effective Time, it is proposed that Cookson will be re-registered as a private company and renamed Cookson Group Limited.

16 Listing and dealings, certificates and settlement

Subject to the Scheme becoming effective (and except as provided in paragraph 13 of this Part II in relation to Overseas Shareholders), settlement of the consideration to which any Cookson Shareholder is entitled under the Scheme, and the consideration to which any Vesuvius Shareholder is entitled under the Demerger, will be effected in the following manner:

16.1 Vesuvius Shares

Application will be made to the UKLA for the admission of up to 278,700,000 Vesuvius Shares to the premium listing segment of the Official List and to the London Stock Exchange for the Vesuvius Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. The Vesuvius Prospectus, which is required to be published to effect the introduction of the Vesuvius Shares to the premium listing segment of the Official List, is available on Cookson's website at www.cooksongroup.co.uk or, alternatively, subject to applicable securities laws, a hard copy is available upon request, by telephoning 0871 384 2822 (from within the UK) or +44 121 415 0095 (from outside the UK) between 8.30 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays). Calls to 0871 384 2822 will be charged at 8 pence per minute (excluding VAT) from a UK landline. Other service providers' costs may vary. Calls to +44 121 415 0095 from outside the UK will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones.

It is expected that Vesuvius Admission will become effective and that dealings in the Vesuvius Shares will commence at 8.00 a.m. on the business day following the Scheme Effective Time, expected to be 17 December 2012. This date may be deferred if it is necessary to adjourn the shareholder meetings required to approve the Proposals or if there is any delay in obtaining the Court's sanction of the Scheme. In the event of a delay, the application for Cookson to be delisted will be deferred.

Following Vesuvius Admission and prior to the Demerger Effective Time, Vesuvius plc will be the holding company of the entire Cookson Group which, until the Demerger Effective Time, will include the Performance Materials division.

Settlement in respect of shares held in uncertificated form (that is, in CREST)

The Vesuvius Directors will apply for the Vesuvius Shares to be admitted to CREST with effect from Vesuvius Admission. Accordingly, settlement of transactions in Vesuvius Shares following Vesuvius Admission may take place in uncertificated form within the CREST system.

For Cookson Shareholders who held their Cookson Shares in uncertificated form at the Scheme Record Time, Vesuvius Shares to which the Cookson Shareholder is entitled will be issued in uncertificated form through CREST. The ISIN number for the Vesuvius Shares will be GB00B82YXW83. Vesuvius plc will procure that Euroclear is instructed to credit the Cookson Shareholder's appropriate stock account in CREST with the applicable number of Vesuvius Shares on the business day following the Scheme Effective Time, expected to be 17 December 2012.

Vesuvius plc reserves the right to issue Vesuvius Shares to any or all Cookson Shareholders who hold Cookson Shares in uncertificated form at the Scheme Record Time in the manner referred to below if, for any reason, it wishes to do so. Cookson Shares held in uncertificated form will be disabled in CREST from the Scheme Effective Time.

Settlement in respect of shares held in certificated form (that is, not in CREST)

For the Cookson Shareholders who held their Cookson Shares in certificated form at the Scheme Record Time, Vesuvius Shares to which the Cookson Shareholder is entitled will be issued in certificated form. Definitive share certificates for the Vesuvius Shares are expected to be despatched by 28 December 2012. Pending the despatch of share certificates for Vesuvius Shares, transfers of Vesuvius Shares will be certified against the register of members of Vesuvius plc. Temporary documents of title will not be issued in respect of the Vesuvius Shares.

With effect from the Scheme Effective Time, all certificates representing Cookson Shares will cease to be of value and should be destroyed once certificates for the Vesuvius Shares have been received.

16.2 Alent Shares

Application will be made to the UKLA for the admission of up to 278,700,000 Alent Shares to the premium listing segment of the Official List and to the London Stock Exchange for the Alent Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. The Alent Prospectus, which is required to be published to effect the introduction of the Alent Shares to the premium listing segment of the Official List, is available on Cookson's website at www.cooksongroup.co.uk or, alternatively, subject to applicable securities laws, a hard copy is available upon request, by telephoning 0871 384 2822 (from within the UK) or +44 121 415 0095 (from outside the UK) between 8.30 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays). Calls to 0871 384 2822 will be charged at 8 pence per minute (excluding VAT) from a UK landline. Other service providers' costs may vary. Calls to +44 121 415 0095 from outside the UK will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones.

It is expected that Alent Admission will become effective and that dealings in the Alent Shares will commence at 8.00 a.m. on 19 December 2012. This date may be deferred if it is necessary to adjourn the shareholder meetings required to approve the Proposals or if there is any delay in obtaining the Court's sanction of the Scheme or the Court's confirmation of the Vesuvius Capital Reduction.

Settlement in respect of shares to be held in uncertificated form (that is, in CREST)

The Alent Directors will apply for the Alent Shares to be admitted to CREST with effect from Alent Admission. Accordingly, settlement of transactions in Alent Shares following Alent Admission may take place in uncertificated form within the CREST system. For Cookson Shareholders who held their Cookson Shares in uncertificated form at the Scheme Record Time, Alent Shares to which the Cookson Shareholder is entitled will be issued in uncertificated form through CREST. The ISIN number for the Alent Shares will be GB00B7T18K89. Alent plc will procure that Euroclear is instructed to credit the Cookson Shareholder's appropriate stock account in CREST with the applicable number of Alent Shares on 19 December 2012.

Alent plc reserves the right to issue Alent Shares to any or all Cookson Shareholders who hold Cookson Shares in uncertificated form at the Scheme Record Time in the manner referred to below if, for any reason, it wishes to do so.

Cookson Shares held in uncertificated form will be disabled in CREST from the Scheme Effective Time.

Settlement in respect of shares held in certificated form (that is, not in CREST)

For the Cookson Shareholders who held their Cookson Shares in certificated form at the Scheme Record Time, Alent Shares to which the Cookson Shareholder is entitled will be issued in certificated form. Definitive share certificates for the Alent Shares are expected to be despatched by 2 January 2013.

Pending the despatch of share certificates for Alent Shares, transfers of Alent Shares will be certified against the register of members of Alent. Temporary documents of title will not be issued in respect of the Alent Shares.

16.3 General

All documents, certificates, cheques or other communications sent by or to Cookson Shareholders, or as such persons shall direct, will be sent at the Cookson Shareholder's own risk and will be sent by pre-paid first class post to the holder's address as set out on the Register at the Scheme Record Time (or, in the case of joint holders, to the holder whose name stands first in the Register in respect of the joint holding concerned).

17 Existing Cookson mandates

Each mandate and other instructions to Cookson in force at the Scheme Record Time relating to the Cookson Shares (including in relation to the Cookson dividend reinvestment plan) shall, unless and until revoked or amended, be deemed as from the Scheme Effective Time to be a valid and effective mandate or instruction to Vesuvius plc in relation to the Vesuvius Shares issued in respect thereof and will also be applied automatically to Alent Shares received by Vesuvius Shareholders pursuant to the Demerger.

18 Meetings

The Proposals require the approval by Cookson Shareholders of a resolution at the Court Meeting and the passing of the Resolutions by Cookson Shareholders at the General Meeting.

Notices of the Court Meeting and the General Meeting are set out in Parts XV and XVI of this document, respectively. Save as set out below, all holders of Cookson Shares whose names appear on the Register at the Voting Record Time shall be entitled to attend and vote at the Court Meeting and General Meeting in respect of the number of Cookson Shares registered in their name at the relevant time.

18.1 The Court Meeting

The Court Meeting, which has been convened for 10.00 a.m. on 26 November 2012, is being held at the direction of the Court to seek the approval of Cookson Shareholders for the Scheme (with or without modification). The Court Meeting will be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ.

At the Court Meeting, voting will be by way of poll and not on a show of hands and each Cookson Shareholder present in person or by proxy will be entitled to one vote for each Cookson Share held. The Scheme must be approved by a majority in number of those Cookson Shareholders who are present and vote, either in person or by proxy, at the Court meeting and who represent 75 per cent. or more in value of the Cookson Shares voted by such Shareholders. The result of the poll will be posted on Cookson's website.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of Shareholder opinion. You are therefore strongly urged to complete and return your blue Form of Proxy for use at the Court Meeting as soon as possible and in any event so as to be received by no later than 10.00 a.m. on 24 November 2012 (or, in the case of an adjourned meeting, not less than 48 hours prior to the time and date set for the adjourned meeting). Detailed instructions on the action to be taken are set out in paragraph 19 of this Part II.

You will find the notice of the Court Meeting set out in Part XV of this document.

18.2 The General Meeting

The General Meeting has been convened for 10.15 a.m. on 26 November 2012 (or as soon thereafter as the Court Meeting has concluded or been adjourned) to consider and, if thought fit, pass the following resolutions:

(a) Resolution 1, the Scheme Resolution, which:
authorises the Cookson Directors to effect the Scheme;
approves the Cookson Capital Reduction;
approves, subject to the Cookson Capital Reduction taking effect, the increase in Cookson's share capital to its former amount by the application of the reserve arising in the books of account of Cookson as a result of the Cookson Capital Reduction in paying up in full new Cookson Shares equal to the number of Cookson Shares cancelled, and the allotment of such new Cookson Shares to Vesuvius in accordance with the Scheme;
authorises the Cookson Directors pursuant to section 551 of the Companies Act to allot the new Cookson Shares to Vesuvius plc in accordance with the terms of the Scheme;
approves certain amendments to the Cookson Articles, as described in paragraph 3.3 of this Part II of this document; and
authorises the Cookson Directors to allot the Deferred Share, as described in paragraph 3.3 of this Part II of this document.
(b) Resolution 2, the Demerger and Reductions Resolution, which:
approves the Demerger, including the entry by Cookson, Alent and Vesuvius (as relevant) into the Separation Agreements; and
approves the Vesuvius Capital Reduction and the Alent Capital Reduction, as further described in paragraphs 3.4 and 3.5, respectively, of this Part II of this document. The Vesuvius Capital

Reduction and Alent Capital Reduction will also be approved by the Initial Vesuvius Shareholder and Initial Alent Shareholder, respectively, by special resolution prior to the General Meeting;

(c) Resolution 3, the Delisting Resolution, which approves the cancellation of the trading in Cookson Shares on the London Stock Exchange's main market for listed securities and the removal of the listing of such shares from the premium listing segment of the Official List;
(d) Resolution 4, which approves the establishment of the Vesuvius Share Plan, as further described in paragraph 8.2 of Part XII of this document; and
(e) Resolution 5, which approves the establishment of the Alent Share Plan, as further described in paragraph 8.1 of Part XII of this document.

Voting on the Resolutions at the General Meeting will be by way of poll and not on a show of hands and each Cookson Shareholder present in person or by proxy will be entitled to one vote for every Cookson Share held.

You will find the notice of the General Meeting set out in Part XVI of this document. The quorum for the General Meeting will be two or more Cookson Shareholders present in person or by proxy. Detailed instructions on the action to be taken are set out in paragraph 19 of this Part II. The General Meeting will be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ.

You are strongly urged to complete and return your white Form of Proxy for use at the General Meeting as soon as possible and in any event so as to be returned by no later than 10.15 a.m. on 24 November 2012 (or, in the case of an adjourned meeting, not less than 48 hours prior to the time and date set for the adjourned meeting). Detailed instructions on the action to be taken are set out in paragraph 19 of this Part II.

19 Action to be taken

The following documents are enclosed with this document:

(a) a blue Form of Proxy for use at the Court Meeting; and
(b) a white Form of Proxy for use at the General Meeting.

Whether or not you intend to attend the Court Meeting and/or the General Meeting, you are requested to complete and sign the blue and white Forms of Proxy and return them in accordance with the instructions printed thereon. Completed Forms of Proxy should be returned to Equiniti at

Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA as soon as possible and, in any event, so as to be received by no later than 10.00 a.m. on 24 November 2012 for the Court Meeting and by no later than 10.15 a.m. on 24 November 2012 for the General Meeting (or, in the case of an adjourned meeting, not less than 48 hours prior to the time and date set for the adjourned meeting).

Returning the blue and white Forms of Proxy will enable your votes to be counted at the Meetings in your absence. If the blue Form of Proxy for use at the Court Meeting is not returned by such time, it may be handed to Equiniti, on behalf of the chairman of the Court Meeting, at the Court Meeting before the taking of the poll and will still be valid. However, in the case of the white Form of Proxy for the General Meeting, it will be invalid unless it is returned to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, so as to be received by no later than 10.15 a.m. on 24 November 2012 (or, if the General Meeting is adjourned, not less than 48 hours prior to the time and date set for the adjourned meeting).

If you hold your Cookson Shares in uncertificated form, you may vote using the CREST voting service in accordance with the procedures set out in the CREST Manual (please also refer to ACTION TO BE TAKEN on page 5 of this document and the notes for the notices of the Court Meeting and the General Meeting set out in Parts XV and XVI of this document, respectively). Proxies submitted through CREST (under CREST participant ID RA19) must be received by Equiniti no later than 10.00 a.m. on 24 November 2012 in the case of the Court Meeting and by no later than 10.15 a.m. on 24 November 2012 in the case of the General Meeting (or, in the case of an adjourned meeting, not less than 48 hours prior to the time and date set for the adjourned meeting).

Completion and return of the Forms of Proxy will not preclude Cookson Shareholders from attending and voting in person at either the Court Meeting or the General Meeting, or any adjournment thereof, should they so wish and should they be so entitled.

Cookson Shareholders are entitled to appoint a proxy in respect of some or all of their Cookson Shares. Cookson Shareholders are also entitled to appoint more than one proxy, provided each proxy is appointed to exercise rights attached to different shares. A space has been included in the Forms of Proxy to allow Cookson Shareholders entitled to attend and vote at the Court Meeting to specify the number of Cookson Shares in relation to which that proxy is appointed.

Cookson Shareholders who wish to appoint more than one proxy in respect of their shareholding should complete a separate Form of Proxy for each proxy appointed. Such Cookson Shareholders should read the information regarding the appointment of multiple proxies set out on pages 6 and 7 of this document and the related notes contained in the Forms of Proxy. Further copies of the Forms of Proxy may be obtained from Equiniti on 0871 384 2822 (from within the UK) or on +44 121 415 0095 (from outside the UK) or photocopies of the Forms of Proxy may be taken. Calls to 0871 384 2822 will be charged at 8 pence per minute (excluding VAT) from a UK landline. Other service providers' costs may vary. Calls to +44 121 415 0095 from outside the UK will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones.

Notices convening the Court Meeting and the General Meeting are set out in Parts XV and XVI of this document, respectively.

20 Helpline

If you have any questions relating to this document, the Court Meeting, the General Meeting or the Proposals or are in any doubt about the completion and return of the Forms of Proxy, please contact Equiniti on 0871 384 2822 or, if telephoning from outside the United Kingdom, on +44 121 415 0095 between 8.30 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays). Please note that calls to these numbers may be monitored or recorded and that, for legal reasons, the helpline cannot provide advice on the merits of the Proposals or give any legal, tax or financial advice. Calls to 0871 384 2822 will be charged at 8 pence per minute (excluding VAT) from a UK landline. Other service providers' costs may vary. Calls to +44 121 415 0095 from outside the UK will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones.

21 Additional information

Your attention is drawn to the letter from the Chairman of Cookson set out in Part I of this document and to the terms of the Scheme which are set out in full in Part XI of this document. Your attention is also drawn to the further information contained in this document which forms part of this Explanatory Statement. An electronic version of this document is available to Cookson Shareholders at www.cooksongroup.co.uk.

Yours sincerely

Rothschild

PART III RISK FACTORS

The attention of Cookson Shareholders is drawn to certain risks that could materially affect Cookson, the implementation of the Proposals and the resulting demerged entities, Alent plc and Vesuvius plc, and their respective groups, Alent and Vesuvius. In addition to all of the other information set out in this document, Cookson Shareholders should carefully consider the risk factors set out below and reach their own views prior to making any investment decision.

The Cookson Directors believe that the factors described below represent the current material risks; however, the business, financial condition, results, operations or share price of each of Cookson, Alent and Vesuvius may be materially and adversely affected by other factors which are currently not known to Cookson.

You should consult a legal adviser, an independent financial adviser duly authorised under the FSMA or a tax adviser for legal, financial or tax advice.

PART A: RISKS RELATING TO THE PROPOSALS

1 A number of conditions precedent must be satisfied before the Proposals can complete

Completion of the Proposals is subject to the satisfaction (or, where permitted, waiver) of a number of conditions precedent contained in the Demerger Agreement (including the approval of the Scheme at the Court Meeting and the approval of the Proposals by the Cookson Shareholders at the General Meeting) and successful completion of each of the individual steps of the Proposals. If the Cookson Shareholders do not approve the Scheme at the Court Meeting or the Proposals at the General Meeting, or the Court fails to sanction the Scheme or confirm the Cookson Capital Reduction or the Vesuvius Capital Reduction, the Demerger will not complete. If the Demerger does not occur in whole or in part, then Cookson may experience a delay in the execution of its strategic objectives and may be unable to realise the benefits for Cookson Shareholders that the Cookson Board believes will result from the Demerger.

2 The Demerger may not occur even after the Scheme has become effective

Although the Proposals are intended to be implemented in full, the Scheme and the Vesuvius Capital Reduction require different Court approvals which cannot be inter-conditional. It is therefore possible that the Demerger will not occur after Vesuvius plc has become the new holding company of the Cookson Group pursuant to the Scheme. If that happens, Vesuvius Shareholders will not receive Alent Shares and Alent will continue to be owned by Vesuvius for the foreseeable future.

3 Some or all of the anticipated benefits of the Demerger may not be realised

There can be no guarantee that Alent and/or Vesuvius will realise any or all of the anticipated benefits of the Demerger, either in a timely manner or at all. If that happens, and Alent and/or Vesuvius incur significant costs, this could have a material adverse impact on their respective results. If the Demerger does not complete, Alent and/or Vesuvius may be unable to realise the returns to shareholders from their businesses that the Cookson Board believes will result from the Demerger.

4 The financial results of Alent and/or Vesuvius after the Demerger may be more volatile than those of the Cookson Group before the Demerger

Cookson currently benefits from diversification, resulting from operating the businesses which will become Alent alongside the businesses which will become Vesuvius. Following the Demerger, that diversification will diminish and Alent and/or Vesuvius may individually demonstrate increased volatility in terms of their operations and/or financial results and requirements.

5 The receipt of Alent Shares and Vesuvius Shares could be a taxable transaction for US persons for US federal income tax purposes

The receipt of Alent Shares and Vesuvius Shares by Cookson Shareholders is intended to qualify for non-recognition treatment for US federal income tax purposes under the Code. Cookson has received an opinion from its tax adviser (the "Opinion") to the effect that, in the opinion of the tax adviser, the Scheme and the Demerger should satisfy the US federal income tax statutory and regulatory requirements for non-recognition treatment for US persons. The Opinion is based on certain representations made by Cookson and on certain assumptions, and any inaccuracy in the representations made by Cookson or the assumptions could invalidate the Opinion.

In addition, Cookson has requested a private letter ruling from the Internal Revenue Service (the "IRS") that the receipt of Alent Shares and Vesuvius Shares by holders of Cookson Shares along with certain related restructuring transactions will qualify for non-recognition treatment for US federal income tax purposes. There can be no assurance, however, that the IRS will issue its ruling before the date on which the Cookson Shareholders are required to vote on the Proposals, or that the IRS will rule as requested. Furthermore, pursuant to IRS guidelines, the IRS will not rule on whether the Demerger satisfies certain requirements necessary for US persons to obtain non-recognition treatment with respect to the Demerger (the "No Rule Requirements"). Moreover, notwithstanding an eventual private letter ruling, although unlikely, the IRS could determine on audit that the receipt of Alent Shares and/or Vesuvius Shares does not qualify for non-recognition treatment because, for example, one or more facts or representations set forth in the private letter ruling request is not complete or correct, the No Rule Requirements are not satisfied, or as a result of certain actions taken before or after the completion of the Demerger.

If it were ultimately determined that the receipt of Alent Shares and/or Vesuvius Shares failed to qualify for non-recognition treatment under the Code, adverse US federal income tax consequences could result for a holder of Cookson Shares who is a US person. A summary of the US federal income tax treatment for US persons of receipt of Alent Shares and Vesuvius Shares pursuant to the Scheme and the Demerger are set out in the section entitled "US Federal Income Tax Considerations" in Part X of this document.

6 The Demerger may give rise to an unanticipated US tax liability arising to Vesuvius

Cookson has undertaken tax due diligence in the US in order to structure the Demerger and any preceding restructuring transactions so that non-recognition treatment for US federal income tax purposes applies, with the result that no tax liability should arise in the US in respect of such transactions. However, tax law and practice can be subject to differing interpretations and, in the event that such non-recognition treatment for US federal income tax purposes does not apply, Vesuvius could have a significant tax liability in the US. To the extent that such non-recognition treatment is not applied as a consequence of certain activities of Alent following Demerger, the provisions of the Tax Sharing and Indemnification Agreement (as described in Section B in Part IV of this document and in the risk factor in paragraph 8 below) should generally require Alent plc to indemnify Vesuvius plc for such liability. To the extent that such tax liability arises otherwise than as a result of such activities, no indemnity will apply.

7 The Demerger may give rise to other unanticipated tax consequences

Cookson has undertaken tax due diligence to identify the likely tax treatment of the Demerger and has structured the Demerger so as to reduce any adverse tax consequences. However, tax law and practice can be subject to differing interpretations and, in some jurisdictions, the tax authorities are entitled to exercise discretion in how the tax law should be applied in certain cases. Consequently, Cookson is not able to guarantee that the tax authorities in each jurisdiction in which companies in the Cookson Group have a taxable presence will interpret or apply the relevant tax law and practice in the manner in which Cookson anticipates and this may give rise to adverse consequences. Details of the United Kingdom, United States and Jersey tax treatment of shareholders arising under the Scheme and the Demerger are set out in the sections entitled "United Kingdom Taxation", "United States Taxation" and "Jersey Taxation" in Part X of this document.

8 Alent and Vesuvius could have significant indemnification obligations to each other as a result of the Proposals, including with respect to US tax liabilities

Alent plc and Vesuvius plc have entered into certain Separation Agreements, as described in Part IV of this document, that govern the allocation of the assets and liabilities of the businesses and their post-Demerger obligations to each other in respect of, among other things, taxes and transitional services. Under the terms of the Demerger Agreement, each of Alent plc and Vesuvius plc has agreed to indemnify the other in respect of liabilities incurred by members of their respective groups following the Demerger Effective Time which relate to the Alent Business and Vesuvius Business, respectively. The amounts payable by Alent plc and Vesuvius plc to the other pursuant to such indemnity obligations could be significant.

Vesuvius plc has also, under the terms of the Tax Sharing and Indemnification Agreement and subject to certain conditions, agreed to indemnify Alent plc for taxes imposed on Alent that are attributable to certain restructuring transactions undertaken in anticipation of the Demerger (including the Reorganisation). The tax liabilities that could arise were a taxing authority successfully to challenge the treatment of the restructuring transactions could be significant. However, in the event of a change of control of Alent plc (i.e. more than 50 per cent. of the shares in Alent plc being acquired by a third party), the obligations of Vesuvius plc to indemnify Alent plc for additional taxes in respect of the restructuring and other transactions may terminate, to the extent that such taxes are attributable to that change of control.

As described in paragraph 4 of Section B of Part IV of this document, were members of Alent to take certain actions that might result in the Demerger and preceding restructuring transactions failing to qualify for non-recognition treatment for US federal income tax purposes, Alent plc may be required to indemnify Vesuvius plc for liabilities that are incurred as a result of such failure. Even if such a liability were to arise, based on valuations provided by its advisers, Cookson expects that any such liability would not be significant. However, these valuations could be subject to differing interpretations and, as a result, there is no guarantee that they could not be successfully challenged by a tax authority. Were that to be the case, Vesuvius could have a significant tax liability for which indemnification would be sought from Alent plc.

PART B: RISKS RELATING TO ALENT

1 The financial performance and financial position of Alent may be adversely affected by a significant weakening in demand in its core end-markets and general macro-economic conditions

The global macro-economic environment is increasingly uncertain. While demand in Alent's key electronics end-markets has been stable overall during the first half of 2012 with generally weaker demand in Europe offset by continued growth in the Americas and Asia-Pacific, towards the end of the period there have been more recent signs of general weakening in the global economy and slowing global industrial production, most notably in Europe. In addition to clear evidence of slowing worldwide economic growth, concerns about the stability of the Eurozone and the European financial/banking system have intensified. It is, as yet, unclear to what extent the seeming insolvency of Greece and the fiscal weakness of other countries such as Ireland, Italy, Portugal and Spain will impact the euro currency and the banking system. There is therefore considerable uncertainty as to how the Eurozone crisis, the global financial crisis and the wider economic situation will develop over time.

Alent supplies predominantly consumable products, on short lead times, mainly to the electronics, automotive and industrial end-markets. As such, Alent's expectations of future trading are based upon the Alent Directors' assessment of end-market conditions, which conditions are subject to some uncertainty. In the event that end-market conditions suffer significant deterioration, Alent may experience reductions in trading activity, a lower share price, the financial failure of one or more of its key customers and suppliers, asset impairments, lower profitability and/or a material adverse impact on its financial position.

2 Alent's financial position and trading results may be adversely affected by fluctuations in exchange rates, interest rates or the rate of inflation

Alent has no control over changes in foreign currency exchange rates, or inflation and interest rates. In the normal course of business, many transactions are carried out by Alent's businesses in currencies other than their reporting currency, leading to transactional foreign exchange risk, although this is not material for Alent overall. Alent is exposed to the effect of translating the results and net assets of its overseas subsidiaries into sterling. Significant fluctuations in the value of currencies in which it operates, in interest rates or in rates of inflation may adversely impact Alent's financial position and results of operations.

It is Alent's policy that foreign currency transaction exposures that are material at an individual operating unit level are hedged using appropriate instruments such as forward foreign exchange contracts. Alent does not currently hedge translational impact on the income statements of overseas subsidiaries. While Alent attempts to manage transactional and balance sheet translation risks associated with currency exchange rate fluctuations through its hedging and funding policies, fluctuations in the value of currencies in which it operates may nevertheless adversely impact Alent's financial position and results of operations. Where appropriate, Alent manages its interest rate exposures using interest rate swap agreements or other instruments.

3 Alent may lose customers to competitors with new or alternative technologies if its businesses do not adequately adapt to market developments

The markets in which many of Alent's businesses operate can experience rapid changes due to the introduction of new technologies. Alent's continued success depends upon its ability to continue to develop and produce new and enhanced products and services on a cost-effective and timely basis in accordance with customer demands. In addition, the markets for Alent's products are competitive in terms of pricing, product and service quality, product development and introduction time, customer service, financing terms and other similar factors. Alent invests significant amounts in research and development to sustain its competitive advantage and takes appropriate action to ensure that its cost base remains competitive. If Alent fails to adequately adapt to market developments related to new products and technology, it could lose customers to suppliers with better or less costly products. Alternatively or additionally, Alent could fail to achieve its anticipated returns on the amounts it has invested in research and development. These outcomes could have a material adverse effect on Alent's future prospects, financial position and results of operations.

4 If Alent fails or is unable to protect, maintain and enforce its intellectual property, it may lose its exclusive right to use its technologies and processes

Throughout its operations, Alent relies on a combination of trade marks, copyrights, patents, trade secrets and confidentiality procedures and agreements to protect its proprietary rights. If Alent fails to, is unable to protect, maintain and enforce, or is the subject of theft or infringement of, its existing intellectual property, this may result in the loss of Alent's exclusive right to use technologies and processes which are included or used in its businesses. There can be no guarantee that Alent's procedures and contractual provisions will be adequate to prevent the misappropriation, infringement or other unauthorised use of Alent's intellectual property by third parties. In addition, the protection provided by these intellectual property rights varies between the countries in which Alent operates and the laws of certain countries in which Alent operates may not protect proprietary rights to the same extent as those of, for example, the United Kingdom or the United States.

Alent has applied for registered trade mark protection of its brand ALENT in the EU as a Community trade mark and as an international trade mark designating the following countries: Australia, China, Israel, Japan, Singapore, South Korea, Turkey, USA and Vietnam. There is no guarantee that Alent's pending trade mark applications will be successful as Alent may not be able to register its brand in those countries or elsewhere due to prior third-party rights or other local legal issues. If others use its brand in markets where Alent does not have registered trade mark protection, Alent may be unable to prevent such use. Moreover, Alent may be unable to use its own brand in those markets and may have to use a different brand.

Alent has applied for patents in a number of jurisdictions, including in Europe and the US. These applications are at various stages in the application process and patents may not be issued, or may be issued in a form narrower than Alent's applications. If some of the patents or patent applications are not granted, expire or are successfully disputed, Alent may be unable to exclude competitors from using the technology covered by them. Alent has also acquired patents and patent applications from other parties. Alent could become subject to lawsuits in which it is alleged that it has infringed the intellectual property rights of others or Alent could commence lawsuits against others whom it believes are infringing upon its rights. Alent's involvement in intellectual property litigation could result in significant expense, materially adversely affecting the development and sale of the challenged product or intellectual property and/or diverting the efforts of Alent's technical and management personnel with no guarantee of success.

5 Alent's financial condition may be materially adversely affected by any significant liabilities for any defects of its products or services

A large proportion of Alent's products are used in the manufacturing processes of Alent's customers. If a product of Alent or of one of Alent's customers does not conform to agreed specifications or is otherwise defective, Alent may be subject to claims by its customers arising from end-product defects, injury to individuals, property damage or other such claims. Legal claims have been brought against certain Alent companies by third parties alleging that persons have been harmed by exposure to hazardous materials used by those companies in the manufacture of industrial and consumer products, and further claims may be brought in the future. Provision is made for amounts payable in respect of known or probable costs.

The Cookson Board believes that, taking into account legal advice received, together with Alent's insurance arrangements and financial provisions, none of the currently pending or potential claims will, either individually or in the aggregate, have a material adverse impact on Alent's financial position and results of operations. However, the outcome of legal action is uncertain and there is always the risk that it may prove more costly than expected and exceed the level of insurance cover, indemnifications and provisions made, which may have a material adverse effect on Alent's future prospects, financial position and results of operations.

6 Alent's worldwide operations and businesses may be adversely affected by various political, legal, regulatory and other developments in countries in which it operates

Alent is subject to various legal and regulatory regimes, including those covering taxation and environmental matters, and political risks, including the imposition of trade barriers, changes of regulatory requirements, lack of protection for intellectual property rights and the volatility of input costs, selling prices, taxes and currencies. In particular, operating within the rapidly evolving developing nations can expose Alent's businesses to significant local risks and challenges. Future global political, legal or regulatory developments concerning Alent businesses may affect their ability to operate and to operate profitably in the affected jurisdictions. Should Alent businesses fail to comply with applicable legal and regulatory requirements, this may result in a financial loss or restriction on their ability to operate.

Alent's businesses are subject to a variety of operational risks, including natural catastrophe, terrorist action, theft, fraud and, particularly in developing nations, insufficient supply of high quality local management and technical personnel. If any of the operational risks materialise to a significant extent, this could result in a substantial interruption to a facility, loss of future insurance cover, potential loss of customers and revenue and financial loss.

7 Alent's future prospects, financial position and results of operations could be adversely affected if it is unable to pass on to its customers fluctuations in the prices of the raw materials which it purchases

Tin, silver, gold, isopropyl alcohol, nickel sulphate and chromic acid are among the principal raw materials that Alent purchases. Alent's businesses may be affected by fluctuations in the price and supply of such raw materials. Alent's ability to pass on increases or decreases in the cost of raw materials to its customers is, to a large extent, dependent upon market conditions, established market practice and terms of trade. If Alent's ability to pass on increases in the cost of raw materials is limited, this could have a material adverse effect on Alent's future prospects, financial position and results of operations.

8 Alent may suffer losses if a counterparty were to fail to perform as contracted or if a material customer failed to renew a contract on expiry of the contracted term

Alent transacts business with and through a number of counterparties, including customers, suppliers and insurers. The financial failure of one or more of Alent's key customers and suppliers may result in financial loss, loss of future business and a shortage of raw material supplies. In managing the risks inherent in its operations, Alent transfers risk to insurers where cost effective and, accordingly, the financial failure of one or more insurers used by Alent may result in a financial loss to Alent. Any default by a material customer, supplier or insurer may have a material adverse effect on Alent's future prospects, results of operations and financial condition. Alent enters into contracts of various duration with its customers. The failure by a material customer to renew a contract on expiry of the contracted term may have a material adverse effect on Alent's future prospects, results of operations and financial condition.

9 Future expenditure on compliance with environmental and health and safety laws and regulations may materially adversely affect Alent's future prospects, financial position and results of operations

Alent is subject to applicable laws and regulations in all of the jurisdictions in which it operates and in which it has property assets undergoing remediation activity, including those relating to pollution, the protection of the environment, human health and safety, the disposal of hazardous substances and waste materials and remediation of any land or water contaminated by such substances. Violations of legal or other regulatory requirements could result in restrictions on operations, the imposition of more stringent permitting conditions, damages, fines or other sanctions, all of which may have a material adverse effect on Alent's future prospects, financial position and results of operations. For example, Alent will incur clean-up costs in relation to a former operational site in the U.S. The quantum of these clean-up costs will be dependent upon the course of the ongoing investigations at and in the vicinity of this site and also negotiations with the relevant authorities, including as a result of any adverse decision or change in regulatory guidelines and enforcement practices as a result of the characterisation of the identified contamination, or as a result of any further factual findings. While the Cookson Board believes that the current and expected expenditures and risks connected with these and potential future liabilities are unlikely to impair Alent's financial position materially, there can be no assurance that the costs related to such liabilities will not exceed current or future financial provisions and insurance coverage which may result in a material adverse effect on Alent's future prospects, financial position and results of operations.

10 The loss of key personnel or the failure to attract, develop or retain skilled or qualified employees could negatively impact Alent's business

Alent depends on the capabilities and performance of its executive officers and employees. Loss of key personnel or failure to attract or retain qualified employees could impact Alent's business and have a material adverse effect on its financial condition and operating results.

11 Alent may be adversely affected by changes to tax legislation or its interpretation or increases in effective tax rates in the jurisdictions in which Alent operates

Alent operates in multiple jurisdictions and its profits are taxed according to the tax laws of such jurisdictions. Alent's effective tax rate may be affected by changes in, or interpretations of, tax laws in any given jurisdiction, including those relating to the utilisation of tax credit carry forwards, changes in geographical allocation of income and expense, and changes in the Board's assessment of matters such as the ability to realise deferred tax assets. Alent's effective income tax rates in a given financial year reflect a variety of factors that may not be present in the succeeding financial year or years.

12 The funding requirements or obligations in respect of Alent's defined benefit pension schemes may increase

Alent operates defined benefit pension plans worldwide, but principally in the US, the total worldwide valuation of which resulted in a net deficit, calculated on an IAS 19 basis, of £26.7 million as at 30 June 2012. Alent also operates defined contribution pension schemes for its current and former UK, US and overseas employees. The funding position of the defined benefit pension plans will fluctuate depending on market conditions, investment performance, changes to actuarial funding assumptions, changes in the rate of inflation and interest rates and Alent's financial position.

Alent's largest defined benefit pension plan on a net basis is in the US, which is closed to new members and closed to further benefit accrual for existing members. Following the Demerger, Alent will retain responsibility for funding the qualified defined benefit obligations under the Retirement Security Plan (the "RSP") as the current participants in the RSP are wholly from Cookson's Performance Materials division in the US.

The RSP is expected to have a funding deficit following the Demerger. This deficit may increase or decrease based on a number of actuarial factors, changes to other assumptions and market conditions. Changes to the funding level may require Alent to increase its cash contributions to the RSP.

The US pension regulator, the US Pension Benefit Guaranty Corporation ("PBGC") has confirmed that no additional cash contributions are required to be made into the RSP as a result of the Demerger. Additional funding payments of approximately \$4 million (£2 million) per annum are currently being made by Cookson Group into the RSP. This additional contribution is being made on a voluntary basis and, as such, its continuation is subject to periodic review.

Whilst the Demerger will not result in any additional cash contributions being made into the RSP, future changes to the funding position of the RSP or future acquisitions, disposals, closures or other corporate actions by Alent may lead to Alent being required to contribute additional funding from its available resources to satisfy pension obligations. This could have a material adverse effect on Alent's financial position.

PART C: RISKS RELATING TO THE ALENT SHARES

1 The price of the Alent Shares may be volatile

The price of the Alent Shares following Alent Admission could be subject to significant fluctuations due to the volatility of the stock market in general and a variety of other factors, some of which are beyond Alent's control, including the other risks relating to an investment in Alent plc described in this section. The fluctuations could result from national and global economic and financial conditions, the market's response to the Demerger, market perceptions of Alent, including its ability to manage its existing debt facilities and raise new capital, regulatory changes affecting Alent's operations, variations in Alent's operating results, business developments of Alent and/or its competitors and liquidity of financial markets. Furthermore, the operating results and prospects from time to time may be below the expectations of market analysts and investors. Any of these events could result in a decline in the market price of the Alent Shares.

2 Any future equity issues by Alent plc could have an adverse effect on the market price of the Alent Shares and could dilute ownership

Other than the proposed issue of shares under the Proposals, Alent plc has no current plans for an offering of its shares. However, it is possible that Alent plc may decide to issue additional shares in the future and, if shareholders did not take up such offer or were not eligible to participate, their proportionate ownership and voting interests in Alent plc would be reduced and the percentage that their shares would represent of the total share capital of Alent plc would be reduced accordingly. A future equity issue, or significant sale of Alent Shares by major shareholders, could have a material adverse effect on the market price of Alent Shares as a whole.

3 Any change in current tax law or practice could adversely affect holders of Alent Shares

Statements in Part X of this document concerning the taxation of holders of Alent Shares are based on current UK, US and Jersey tax law and practice as at the date of this document, each of which is subject to change, possibly with retrospective effect.

The taxation of an investment in Alent Shares depends on the individual circumstances of the Alent Shareholder and the summary of the UK, US and Jersey taxation treatment of an investment in the Alent Shares set out in Part X of this document is intended as a general guide only. It does not address the specific tax position of every investor and only deals with rules of UK, US and Jersey taxation of general application. Therefore, any investors who are in any doubt as to their tax position regarding the Alent Shares and any investors subject to tax in any other jurisdiction should consult their own independent tax advisers.

4 Holders of Alent Shares in the United States and other overseas jurisdictions may not be able to participate in any future equity offerings of Alent

The Companies Act provides for pre-emption rights to be granted to Alent Shareholders, unless such rights are disapplied by shareholder resolution. However, US shareholders may not be entitled to exercise these rights unless the rights, and the Alent Shares issued pursuant to such rights, are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. Alent has no current intention to seek such registration and would evaluate, at the time of any rights issue, whether the offer would qualify for an exemption, as well as the indirect benefits to Alent of enabling US shareholders to exercise rights and any other factors it considers to be appropriate at the time, prior to making a decision on whether to utilise an exemption, if available, from the registration requirements of the Securities Act. Similar issues may arise in relation to other overseas jurisdictions.

5 The ability of Overseas Shareholders to bring actions or enforce judgments against Alent plc or its Directors may be limited

The ability of an Overseas Shareholder to bring an action against Alent plc may be limited under law. Alent plc is a public limited company incorporated in England. The rights of holders of Alent Shares are governed by English law and by Alent plc's articles of association. These rights differ from the rights of shareholders in typical US corporations and some other non-UK corporations. An Overseas Shareholder may not be able to enforce a judgment against some or all of the Alent Directors and executive officers. The majority of the Alent Directors and executive officers are residents of the United Kingdom. Consequently, it may not be possible for an Overseas Shareholder to effect service of process upon the Alent Directors and executive officers within the Overseas Shareholder's country of residence or to enforce against the Alent Directors and executive officers judgments of courts of the Overseas Shareholder's country of residence based on civil liabilities under that country's securities laws. There can be no assurance that an Overseas Shareholder will be able to enforce any judgments in civil and commercial matters or any judgments under the securities laws of countries other than the UK against the Alent Directors or executive officers who are residents of the UK or countries other than those in which judgment is made. In addition, English or other courts may not impose civil liability on the Alent Directors or executive officers in any original action based solely on foreign securities laws brought against Alent plc or the Alent Directors in a court of competent jurisdiction in England or other countries.

PART D: RISKS RELATING TO VESUVIUS

1 The financial performance and financial position of Vesuvius may be adversely affected by a significant weakening in demand in its core end-markets and general macro-economic conditions

The global macro-economic environment is increasingly uncertain. Average monthly steel production volumes in July and August experienced a decline that was more pronounced than the normal seasonal downturn. Furthermore, in September, rather than the normal seasonal strengthening, there were signs of some further weakening in steel production volume trends, particularly in the US, Europe and Brazil. The foundry market has experienced a further general slowdown since the end of the second quarter of 2012.

In addition to clear evidence of slowing worldwide economic growth, concerns about the stability of the Eurozone and the European financial/banking system have intensified. It is, as yet, unclear to what extent the seeming insolvency of Greece and the fiscal weakness of other countries such as Ireland, Italy, Portugal and Spain will impact the euro currency and the banking system. There is therefore considerable uncertainty as to how the Eurozone crisis, the global financial crisis and the wider economic situation will develop over time.

Vesuvius supplies predominantly consumable products, on short lead times, to the global steel, foundry and precious metals industries. As such, Vesuvius' expectations of future trading are based upon the Vesuvius Directors' assessment of end-market conditions, which conditions are subject to some uncertainty. In the event that end-market conditions suffer significant deterioration, Vesuvius may experience reductions in trading activity, a lower share price, the financial failure of one or more of its key customers and suppliers, asset impairments, lower profitability and/or a material adverse impact on its financial position.

2 Vesuvius' financial position and trading results may be adversely affected by fluctuations in exchange rates, interest rates or the rate of inflation

Vesuvius has no control over changes in foreign currency exchange rates, or inflation and interest rates. In the normal course of business, many transactions are carried out by Vesuvius' businesses in currencies other than their reporting currency, leading to transactional foreign exchange risk, although this is not material for Vesuvius overall. Vesuvius is exposed to the effect of translating the results and net assets of its overseas subsidiaries into sterling. Significant fluctuations in the value of currencies in which it operates, in interest rates or in rates of inflation may adversely impact Vesuvius' financial position and results of operations.

It is Vesuvius' policy that foreign currency transaction exposures that are material at an individual operating unit level are hedged using appropriate instruments such as forward foreign exchange contracts. Vesuvius does not currently hedge translational impact on the income statements of overseas subsidiaries. While Vesuvius attempts to manage transactional and balance sheet translation risks associated with currency exchange rate fluctuations through its hedging and funding policies, fluctuations in the value of currencies in which it operates may nevertheless adversely impact Vesuvius' financial position and results of operations. Where appropriate, Vesuvius manages its interest rate exposures using interest rate swap agreements or other instruments.

3 Vesuvius may lose customers to competitors with new or alternative technologies if its businesses do not adequately adapt to market developments

Vesuvius' continued success depends upon its ability to continue to develop and produce new and enhanced products and services on a cost effective and timely basis in accordance with customer demands. In addition, the markets for Vesuvius' products are competitive in terms of pricing, product and service quality, product development and introduction time, customer service, financing terms and other similar factors. Vesuvius invests significant amounts in research and development to sustain its competitive advantage and takes appropriate action to ensure that its cost base remains competitive. If Vesuvius fails to adequately adapt to market developments related to new products and technology, it could lose customers to suppliers with better or less costly products. Alternatively or additionally, Vesuvius could fail to achieve its anticipated returns on the amounts it has invested in research and development. These outcomes could have a material adverse effect on Vesuvius' future prospects, financial position and results of operations.

4 If Vesuvius fails or is unable to protect, maintain and enforce its intellectual property, it may lose its exclusive right to use its technologies and processes

Throughout its operations, Vesuvius relies on a combination of trade marks, copyrights, patents, trade secrets and confidentiality procedures and agreements to protect its proprietary rights. If Vesuvius fails to, is unable to protect, maintain and enforce, or is the subject of theft or infringement of, its existing intellectual property, this may result in the loss of Vesuvius' exclusive right to use technologies and processes which are included or used in its businesses. There can be no guarantee that Vesuvius' procedures and contractual provisions will be adequate to prevent the misappropriation, infringement or other unauthorised use of Vesuvius' intellectual property by third parties. In addition, the protection provided by these intellectual property rights varies between the countries in which Vesuvius operates and the laws of certain countries in which Vesuvius operates may not protect proprietary rights to the same extent as those of, for example, the United Kingdom or the United States.

Vesuvius has registered the marks VESUVIUS and FOSECO in the key territories in which it operates. Vesuvius has also obtained trade mark protection through the registration of individual product brand names, such as Turbostop® impact pads, Sedex® filters, and Solar® crucibles, in select jurisdictions.

Vesuvius has applied for patents in a number of jurisdictions, including in Europe and the US. These applications are at various stages in the application process and patents may not be issued, or may be issued in a form narrower than Vesuvius' applications. If some of the patents or patent applications are not granted, expire or are successfully disputed, Vesuvius may be unable to exclude competitors from using the technology covered by them. Vesuvius has also acquired patents and patent applications from other parties. Vesuvius could become subject to lawsuits in which it is alleged that it has infringed the intellectual property rights of others or Vesuvius could commence lawsuits against others whom it believes are infringing upon its rights. Vesuvius' involvement in intellectual property litigation could result in significant expense, materially adversely affecting the development and sale of the challenged product or intellectual property and/or diverting the efforts of Vesuvius' technical and management personnel with no guarantee of success.

5 Vesuvius' financial condition may be materially adversely affected by any significant liabilities for any defects of its products or services

A large proportion of Vesuvius' products are used in the manufacturing processes of Vesuvius' customers. If a product of Vesuvius or of one of its customers does not conform to agreed specifications or is otherwise defective, Vesuvius may be subject to claims by its customers arising from end-product defects, injury to individuals or property damage or other such claims. Legal claims have been brought against certain Vesuvius companies by third parties alleging that persons have been harmed by exposure to hazardous materials used by those companies in the manufacture of industrial and consumer products, and further claims may be brought in the future. Certain of Vesuvius' subsidiaries are subject to suits, predominantly in the United States, relating to a small number of products containing asbestos manufactured prior to the acquisition of those subsidiaries by Vesuvius. These suits usually also name many other product manufacturers. To date, Vesuvius is not aware of there being any liability verdicts against any of these subsidiaries. A number of lawsuits have been withdrawn, dismissed or settled and the amount paid, including costs, so far has not had a material adverse effect on Vesuvius' financial position or results of operations. Provision is made for amounts payable in respect of known or probable costs. The Board believes that, taking into account legal advice received, as well as Vesuvius' insurance arrangements, indemnification provided by former owners of certain of the subsidiaries impacted and financial provisions, none of the currently pending or potential claims will, either individually or in the aggregate, have a material adverse impact on Vesuvius' financial position and results of operations. However, the outcome of legal action is uncertain and there is always the risk that it may prove more costly than expected and exceed the level of insurance cover, indemnifications and provisions made, which may have a material adverse effect on Vesuvius' future prospects, financial position and results of operations.

6 Vesuvius' worldwide operations and businesses may be adversely affected by various political, legal, regulatory and other developments in countries in which it operates

Vesuvius is subject to various legal and regulatory regimes, including those covering taxation and environmental matters, and political risks, including the imposition of trade barriers, changes of regulatory requirements, lack of protection for intellectual property rights and the volatility of input costs, selling prices, taxes and currencies. In particular, operating within the rapidly evolving developing nations can expose Vesuvius' businesses to significant local risks and challenges. Future global political, legal or regulatory developments may affect the ability of the Vesuvius businesses to operate and to operate profitably in the affected jurisdictions. Should Vesuvius' businesses fail to comply with applicable legal and regulatory requirements, this may result in a financial loss or restriction on their ability to operate.

Vesuvius' businesses are subject to a variety of operational risks, including natural catastrophe, terrorist action, theft, fraud and, particularly in developing nations, insufficient supply of high quality local management and technical personnel. If any of the operational risks materialise to a significant extent, this could result in a substantial interruption to a facility, loss of future insurance cover, potential loss of customers and revenue and financial loss.

7 A withdrawal or reduction of precious metal consignment arrangements, or increased precious metal prices resulting in consignment lines being fully utilised, may cause a shortage of raw materials requiring the business to be restructured and downsized and may result in a short-term material increase in Vesuvius' financial indebtedness

Vesuvius' precious metal fabrication operations utilise significant quantities of precious metals, primarily gold by value. These metals are held predominantly on consignment under contractual arrangements whereby the consignor retains title to the metal and the associated risks and benefits of ownership, with the result that the physical metal so held is not recorded in Vesuvius' balance sheet. These arrangements are uncommitted in that the consignor has the right, with limited or in some cases no notice, to demand physical return or purchase of its consigned metal. The utilisation of consigned precious metals is established practice in the precious metals industry. Should precious metals consignors decide to reduce or withdraw the facilities for whatever reason, or require a return of the consigned metal, or increased metal prices lead to the consignment arrangements becoming fully utilised, Vesuvius' precious metal fabrication operations may suffer shortages of raw materials requiring the business to be restructured and downsized in order to be able to operate within its available consignment facilities. In the short-term, this may require precious metals to be purchased, which could materially increase Vesuvius' financial indebtedness pending completion of the downsizing.

8 Vesuvius' future prospects, financial position and results of operations could be adversely affected by fluctuations in the price and/or supply of the raw materials which it purchases

A variety of minerals, including alumina, graphite, zirconia and magnesia, as well as silver, gold and resins, are among the principal raw materials that Vesuvius purchases from third party suppliers. Vesuvius' businesses may be affected by fluctuations in the price and/or supply of such raw materials. Disruptions in the supply of raw materials by factors such as interruptions in production by suppliers, weather and other natural disasters, labour disruptions, and/or changes in laws and regulations could adversely impact on Vesuvius' own production capabilities. Furthermore, Vesuvius' ability to pass on increases or decreases in the cost of raw materials to its customers is, to a large extent, dependent upon market conditions, established market practice and terms of trade. If Vesuvius' ability to pass on increases in the cost of raw materials is limited, or if it is unable to continue to source required volumes of raw materials from its suppliers on reasonable terms, or at all, this could have a material adverse effect on Vesuvius' future prospects, financial position and results of operations.

9 Vesuvius may suffer losses if a counterparty were to fail to perform as contracted or if a material customer failed to renew a contract on expiry of the contracted term

Vesuvius transacts business with and through a number of counterparties, including customers, suppliers and insurers. The financial failure of one or more of Vesuvius' key customers and suppliers may result in financial loss, loss of future business and a shortage of raw material supplies. In managing the risks inherent in its operations, Vesuvius transfers risk to insurers where cost effective and, accordingly, the financial failure of one or more insurers used by Vesuvius may result in a financial loss to Vesuvius. Any default by a material customer, supplier or insurer may have a material adverse effect on Vesuvius' future prospects, results of operations and financial condition. Vesuvius enters into contracts of various duration with its customers. The failure by a material customer to renew a contract on expiry of the contracted term may have a material adverse effect on Vesuvius' future prospects, results of operations and financial condition.

10 Future expenditure on compliance with environmental and health and safety laws and regulations may materially adversely affect Vesuvius' future prospects, financial position and results of operations

Vesuvius is subject to applicable laws and regulations in all of the jurisdictions in which it operates, including those relating to pollution, the protection of the environment, human health and safety, the manufacture of chemicals, the disposal of hazardous substances and waste materials and remediation of any land or water contaminated by such substances. Violations of legal or other regulatory requirements could result in restrictions on operations, the imposition of more stringent permitting conditions, damages, fines or other sanctions, all of which may have a material adverse effect on Vesuvius' future prospects, financial position and results of operations. While the Board believes that the current and expected expenditures and risks connected with these and potential future liabilities are unlikely to impair Vesuvius' financial position materially, there can be no assurance that the costs related to such liabilities will not exceed current or future financial and insurance provisions which may result in a material adverse effect on Vesuvius' future prospects, financial position and results of operations.

11 The loss of key personnel or the failure to attract, develop or retain skilled or qualified employees could negatively impact Vesuvius' business

Vesuvius depends on the capabilities and performance of its executive officers and employees. The failure to attract or retain qualified employees could impact Vesuvius' business and have a material adverse effect on its financial condition and operating results. Further, the loss of key personnel, particularly where any such personnel join an existing or newly established competitor of Vesuvius, may negatively impact Vesuvius' business.

12 Vesuvius may be adversely affected by changes to tax legislation or its interpretation or increases in effective tax rates in the jurisdictions in which Vesuvius operates

Vesuvius operates in multiple jurisdictions and its profits are taxed according to the tax laws of such jurisdictions. Vesuvius' effective tax rate may be affected by changes in, or interpretations of, tax laws in any given jurisdiction, including those relating to the utilisation of tax credit carry forwards, changes in geographical allocation of income and expense, and changes in the Board's assessment of matters such as the ability to realise deferred tax assets. Vesuvius' effective income tax rates in a given financial year reflect a variety of factors that may not be present in the succeeding financial year or years.

13 The funding level of Vesuvius' pension plans may be detrimentally affected by adverse changes in the actuarial assumptions underlying the plan liabilities and/or a decline in the market value of plan investments

Vesuvius operates defined benefit pension plans worldwide, but principally in the UK and the US, the total worldwide valuation of which resulted in a net deficit, calculated on an IAS 19 basis, of £54.7 million as at 30 June 2012. Vesuvius also operates defined contribution pension schemes for its current and former UK, US and overseas employees. The funding position of the defined benefit pension plans will fluctuate depending on market conditions, investment performance, changes to actuarial funding assumptions, changes in the rate of inflation and interest rates and Vesuvius' financial position.

Vesuvius' largest defined benefit pension plans are in the UK and the US, each of which is closed to new members and closed to further benefit accrual for existing members. Vesuvius' most significant UK pension plan is the Cookson Group Pension Plan (the "UK Plan"). Following the Demerger, the UK Plan will remain with Vesuvius and all pension liabilities of the Alent employers who participated in the UK Plan immediately prior to the Demerger will be discharged in full. Vesuvius' principal qualified US defined benefit plan will be the Cookson America Inc. Pension Plan (the "CAPP"), which is closed to new members and closed to further benefit accrual for the majority of existing members. The current participants of the CAPP are wholly from Cookson's Engineered Ceramics and Precious Metals Processing divisions in the US. This relationship would remain the same after the Demerger, meaning that Vesuvius will be responsible for supporting the CAPP financially and meeting any funding deficit.

The UK Plan is expected to have a funding deficit on an insolvency basis following the Demerger. This deficit may increase or decrease based on a number of actuarial factors, changes to other assumptions and market conditions. Changes to the funding level may continue to require Vesuvius to increase its cash contributions to the UK Plan on terms to be agreed with the Trustee.

The rules of the UK Plan give the Trustee power, having considered the advice of the UK Plan actuary, to determine the contributions that Cookson is required to make to the UK Plan. The contributions payable by Cookson are determined based upon the triennial actuarial valuation of the UK Plan, which is next due as at 31 December 2012.

The US pension regulator, the US Pension Benefit Guaranty Corporation ("PBGC") has confirmed that no additional cash contributions are required to be made into the CAPP as a result of the Demerger. Additional funding payments of approximately \$6 million (£4 million) per annum are currently being made by Cookson Group into the CAPP. This additional contribution is being made on a voluntary basis and, as such, its continuation is subject to periodic review.

Future changes to the funding position of either the UK Plan or the CAPP, or future acquisitions, disposals, closures or other corporate actions by Vesuvius, may lead to Vesuvius being required to contribute additional funding from its available resources to satisfy pension obligations. This could have a material adverse effect on Vesuvius' financial position.

PART E: RISKS RELATING TO THE VESUVIUS SHARES

1 The price of the Vesuvius Shares may be volatile

The price of the Vesuvius Shares following Vesuvius Admission could be subject to significant fluctuations due to the volatility of the stock market in general and a variety of other factors, some of which are beyond Vesuvius' control, including the other risks relating to an investment in Vesuvius described in this section. The fluctuations could result from national and global economic and financial conditions, the market's response to the Demerger, market perceptions of Vesuvius, including its ability to manage its existing debt facilities and raise new capital, regulatory changes affecting its operations, variations in Vesuvius' operating results, business developments and/or its competitors and liquidity of financial markets. Furthermore, the operating results and prospects from time to time may be below the expectations of market analysts and investors. Any of these events could result in a decline in the market price of the Vesuvius Shares.

2 Any future equity issues by Vesuvius plc could have an adverse effect on the market price of the Vesuvius Shares and could dilute ownership

Other than the proposed issue of shares under the Proposals, Vesuvius plc has no current plans for an offering of its shares. However, it is possible that Vesuvius plc may decide to issue additional shares in the future and, if shareholders did not take up such offer or were not eligible to participate, their proportionate ownership and voting interests in Vesuvius plc would be reduced and the percentage that their shares would represent of the total share capital of Vesuvius plc would be reduced accordingly. A future equity issue, or significant sale of Vesuvius Shares by major shareholders, could have a material adverse effect on the market price of Vesuvius Shares as a whole.

3 Any change in current tax law or practice could adversely affect holders of Vesuvius Shares

Statements in Part X of this document concerning the taxation of holders of Vesuvius Shares are based on current UK, US and Jersey tax law and practice as at the date of this document, each of which is subject to change, possibly with retrospective effect.

The taxation of an investment in Vesuvius Shares depends on the individual circumstances of the Vesuvius Shareholder and the summary of the UK, US and Jersey taxation treatment of an investment in the Vesuvius Shares set out in Part X of this document is intended as a general guide only. It does not address the specific tax position of every investor and only deals with rules of UK, US and Jersey taxation of general application. Therefore, any investors who are in any doubt as to their tax position regarding the Vesuvius Shares and any investors subject to tax in any other jurisdiction should consult their own independent tax advisers.

4 Holders of Vesuvius Shares in the United States and other overseas jurisdictions may not be able to participate in any future equity offerings of Vesuvius plc

The Companies Act provides for pre-emption rights to be granted to Vesuvius Shareholders, unless such rights are disapplied by shareholder resolution. However, US shareholders may not be entitled to exercise these rights unless the rights, and the Vesuvius Shares issued pursuant to such rights, are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. Vesuvius has no current intention to seek such registration and would evaluate, at the time of any rights issue, whether the offer would qualify for an exemption, as well as the indirect benefits to Vesuvius of enabling US shareholders to exercise rights and any other factors it considers to be appropriate at the time, prior to making a decision on whether to utilise an exemption, if available, from the registration requirements of the Securities Act. Similar issues may arise in relation to other overseas jurisdictions.

5 The ability of Overseas Shareholders to bring actions or enforce judgments against Vesuvius plc or its Directors may be limited

The ability of an Overseas Shareholder to bring an action against Vesuvius plc may be limited under law. Vesuvius plc is a public limited company incorporated in England. The rights of holders of Vesuvius Shares are governed by English law and by Vesuvius' articles of association. These rights differ from the rights of shareholders in typical US corporations and some other non-UK corporations. An Overseas Shareholder may not be able to enforce a judgment against some or all of the Vesuvius Directors and executive officers. The majority of the Vesuvius Directors and executive officers are residents of the United Kingdom. Consequently, it may not be possible for an Overseas Shareholder to effect service of process upon the Vesuvius Directors and executive officers within the Overseas Shareholder's country of residence or to enforce against the Vesuvius Directors and executive officers judgments of courts of the Overseas Shareholder's country of residence based on civil liabilities under that country's securities laws. There can be no assurance that an Overseas Shareholder will be able to enforce any judgments in civil and commercial matters or any judgments under the securities laws of countries other than the UK against the Vesuvius Directors or executive officers who are residents of the UK or countries other than those in which judgment is made. In addition, English or other courts may not impose civil liability on the Vesuvius Directors or executive officers in any original action based solely on foreign securities laws brought against Vesuvius plc or the Vesuvius Directors in a court of competent jurisdiction in England or other countries.

PART IV SUMMARY OF THE PRINCIPAL TERMS AND CONDITIONS OF THE SEPARATION AGREEMENTS

SECTION A: Demerger Agreement

1 Overview of the Demerger Agreement

The Demerger Agreement sets out the agreement between Cookson, Alent plc and Vesuvius plc regarding the principal transactions necessary to effect the Scheme and the Demerger and other provisions that will govern certain aspects of Vesuvius' relationship with Alent after the Demerger Effective Time.

2 Implementation of the Proposals

Each party has agreed to use its reasonable endeavours to ensure that the Reorganisation, the Scheme, the Vesuvius Capital Reduction, the Alent Capital Reduction and all other steps in connection with the Demerger, Vesuvius Admission and Alent Admission become effective as contemplated by, and in accordance with, the Reorganisation steps plan and the timetable set out in this document.

3 Mechanics of the Demerger and settlement

The Demerger Agreement sets out in detail the mechanics for implementing the transfer of the Performance Materials division to Alent plc, the allotment and issue of the Alent Shares and Vesuvius Shares and the completion of the Demerger generally.

4 Releases and indemnities

Vesuvius plc indemnifies Alent against any losses incurred by any member of Alent after the Demerger Effective Time to the extent such losses relate to the Vesuvius Business. Alent plc similarly indemnifies Vesuvius in respect of losses incurred in relation to the Alent Business.

5 Transfer of assets

Alent plc agrees that if, following the Demerger, any property, right or asset forming part of the Vesuvius Business is found to have been transferred to Alent in error, Alent plc shall transfer or procure the transfer of such property, right or asset to Vesuvius and pending such transfer shall, so far as legally possible, hold such assets on trust for the relevant member of Vesuvius. Vesuvius plc similarly agrees in relation to any property, right or asset which forms part of the Alent Business and which remains legally owned by any member of Vesuvius following the Demerger.

6 Release of guarantees etc.

Vesuvius and Alent agree to procure, as soon as reasonably practicable following the Demerger Effective Time, the release of any securities, guarantees or indemnities which remain in place between the two groups following the Demerger Effective Time and to indemnify the other pending the release of such securities, guarantees or indemnities.

Vesuvius and Alent also agree that if they become aware of any guarantees with third parties that involve any member of the other's group guaranteeing any obligation of its group, they will, subject to certain exceptions, use their reasonable endeavours to procure the release of such member of the other's group from its obligations under such guarantees and shall indemnify such member of the other's group from and against all losses it incurs in connection with any such guarantee.

7 Intellectual property

Each of Alent plc and Vesuvius plc has granted a royalty free, non-exclusive licence to the other to allow the licensee to use, following the Demerger Effective Time, certain intellectual property rights owned by the licensor, provided that such use is consistent with the licensee's use of such intellectual property rights in the 12 months prior to the Demerger.

8 Other matters

Other matters governed by the Demerger Agreement include, among others, access to financial and other records and information, allocation of costs arising post-Demerger in respect of which the parties may be jointly liable (e.g. litigation), administration of employee share plans, insurance, confidentiality and resolution of disputes between the parties relating to the Demerger Agreement.

SECTION B: Tax Sharing and Indemnification Agreement

1 Overview of the Tax Sharing and Indemnification Agreement

Alent plc and Vesuvius plc have entered into the Tax Sharing and Indemnification Agreement which sets forth the rights and obligations of Alent and Vesuvius with respect to taxes.

This includes:

(i) the computation and apportionment of tax liabilities relating to taxable periods before and after the Demerger; and
(ii) the responsibility for payment of those tax liabilities (including any subsequent adjustments to such tax liabilities).

2 General division of responsibility

In general, under the terms of the Tax Sharing and Indemnification Agreement, Alent and Vesuvius will each be responsible for taxes imposed on their respective businesses for all taxable periods, whether ending on, before or after the date of the Demerger.

There are, however, some specific allocations of tax liabilities between Alent and Vesuvius for certain circumstances.

3 Vesuvius indemnity for restructuring transactions undertaken prior to the Scheme and the Demerger

Alent and Vesuvius will undertake certain restructuring transactions in anticipation of the Scheme and the Demerger (including the Reorganisation).

Vesuvius will, subject to certain conditions, generally pay or indemnify Alent for taxes imposed on Alent in respect of these transactions. Vesuvius' obligations to indemnify Alent in respect of such taxes may terminate in the event of a change of control of Alent plc (i.e. more than 50 per cent. of the shares in Alent plc being acquired by a third party), to the extent that such taxes are attributable to that change of control.

4 Alent indemnity for US tax liabilities triggered by activities of Alent

It is anticipated that non-recognition treatment for US federal income tax purposes should apply in respect of the Scheme, the Demerger and the preceding restructuring transactions.

Such non-recognition treatment may, however, not apply if members of Alent engage in certain activities following the Demerger. In that case, Alent will be required to indemnify Vesuvius generally for any liabilities, taxes and other charges that are imposed on Vesuvius, to the extent such liabilities, taxes or other charges are attributable to those activities.

In particular, the activities of members of Alent which could, potentially, give rise to such an indemnification obligation include (i) Alent discontinuing the active conduct of its historic business or liquidating, merging or consolidating members of Alent conducting such active business or (ii) undertaking certain change-of-control transactions.

5 Tax administration

The Tax Sharing and Indemnification Agreement sets forth the rights of the parties in respect of the preparation and filing of tax returns, the control of audits or other tax proceedings and assistance and co-operation in respect of tax matters, in each case, for taxable periods ending on or before, or that otherwise include, the date of the Demerger.

SECTION C: Transitional Services Agreement

1 Overview of the Transitional Services Agreement

Pursuant to the terms of the Transitional Services Agreement, Alent and Vesuvius provide each other with certain services, on an interim basis, for a term of at least nine months following the Demerger.

2 Conditionality

The Transitional Services Agreement is conditional upon the Demerger becoming effective.

3 Duration

Services will be provided under the Transitional Services Agreement for a duration of nine months (or such longer period as the parties may agree).

4 Services

Vesuvius will provide the following services to Alent under the terms of the agreement:

(i) company secretarial support;
(ii) administration and management of litigation and regulatory matters;
(iii) administration of employee share plans;
(iv) periodic financial reporting and accounting services;
(v) taxation management services;
(vi) treasury services; and
(vii) management and administration of pension plans.

Alent will provide the following services to Vesuvius under the terms of the agreement:

(i) taxation management services; and
(ii) management and administration of US healthcare programmes and defined benefit and defined contribution pension plans.

5 Charges

Vesuvius and Alent will charge for the services they provide under the Transitional Services Agreement in the period from the Demerger Effective Time until the end of April 2013 on a pre-estimated cost basis. The charges for the period from 1 May 2013 until the expiry of the agreement will be agreed between the parties (or, failing agreement, determined by an independent third party) prior to commencement of such period.

6 Termination

Either party may terminate the agreement by written notice to the other party if that other party becomes insolvent or is in material breach of the agreement.

PART V INFORMATION ON ALENT

You should read the whole of this document (and the information incorporated by reference into it) and not just rely on key or summarised information.

This Part V contains forward-looking statements that involve risks and uncertainties. Alent's actual results could differ materially from those anticipated in these forward-looking statements as a result of such risks and uncertainties. You should read the section headed "Cautionary note regarding forward-looking statements" set out at the front of this document and Part III of this document for a discussion of the risks and uncertainties related to these statements.

During the period between the Scheme Effective Time and the Demerger Effective Time (which is expected to be a period of three days), Alent will be part of Vesuvius. Alent will cease to be part of Vesuvius with effect from the Demerger Effective Time.

The historical financial information contained in this Part V has (unless otherwise indicated) been extracted without material adjustment from the historical financial information for Alent, incorporated into this document by reference to Part IX: "Historical Financial Information" of the Alent Prospectus.

PART A: Information on Alent

1 Industry overview

Alent is a leading global supplier of specialty chemicals (advanced surface treatment plating chemicals and electronics assembly materials) used in the global electronics production industry and also in automotive and other industrial markets.

The specialty chemicals industry is characterised by companies focusing on customised specialty materials that are generally important for the end application but represent only a relatively small share of customers' overall production costs. Specialty chemical materials are used in a broad range of end-markets, including, for example, the electronic, automotive, food and beverage, pharmaceuticals, plastics, personal care, coatings, aerospace and agrochemical industries.

Specialty chemical businesses typically have close customer relationships and relatively high R&D intensity, and benefit from high barriers to entry. By contrast to bulk or commodity chemical products, specialty chemical products are generally tailored to meet specific customer requirements and are primarily sold based on the value they add to a customer's manufacturing process or final product. Therefore, in the specialty chemicals industry, relationships with customers tend to be closer as compared to bulk or commodity chemicals businesses. The timely introduction of new and enhanced applications is a key driver of future growth, and higher-growth specialty chemicals players tend to benefit from underlying shifts in technology in their end-markets.

Electronics component manufacturers are dependent on specialty chemical materials to drive their technology to the next level. For example, in the case of integrated circuit manufacturers, specialty chemical materials help facilitate the manufacture of smaller microchips with a higher transistor density. Therefore, although specialty chemical materials such as those supplied by Alent generally account for a small portion of total manufacturing costs, these products are critical in supporting technological development, ensuring product quality and allowing a customer to optimise its manufacturing processes.

The integrated circuits and PCB products manufactured by Alent's customers are used in a wide variety of electronic devices and applications, including computers, flat screen televisions, telecommunication devices, automotive applications and other consumer and industrial products.

Alent also supplies protective and decorative coatings for the automotive and other industrial end-markets. In the case of automotive manufacturers, these specialty chemicals are important for manufacturing advanced features, extending product life and enhancing the appearance, and resultant perceived value, of vehicles as well as process improvements for higher throughput and/or at a lower cost.

Alent works closely with its customers to meet their requirements for innovative materials necessary to enable their next generations of product development.

An additional challenge and opportunity for manufacturers of specialty chemicals is the increasing drive for environmentally friendly products across a wide range of end-markets (including electronics and automotive), driven by increasing regulation, demands for increased energy efficiency and the need to enable the products of Alent's customers to be sold as being environmentally friendly.

Alent is also diversifying its new technology platforms into new fast-growing markets such as LED, power semiconductor and photovoltaics. Alent sees a significant opportunity for the business through the application of existing products and developing related products for use in these markets.

1.1 End-markets

Electronics industry

The principal end-market for Alent is global electronics production, which Alent estimates to account for approximately three quarters of its revenue. Alent supplies electronic component manufacturers and assemblers, who, in turn, supply the electronic equipment manufacturers and suppliers.

In order to better understand the products of Alent and its business model, it is important to understand where Alent sits within the broader electronics supply chain. Within the assembly service segment of the supply chain, there are broadly three groups of manufacturers of electronics equipment:

Original Equipment Manufacturers ("OEMs", also known as captive): companies such as IBM, Intel, Nokia and Motorola who design, manufacture and market their own products;
Contract Equipment Manufacturers ("CEMs") or Electronics Manufacturing Services ("EMSs", also known as merchant or independent manufacturers): companies such as Solectron, Foxconn, Sanmina-SCI and Flextronics, who manufacture products for OEMs and for other companies which consider their core competence to be design, distribution and marketing of technology rather than manufacturing (such as Apple, Dell and Cisco). Whilst the CEMs and EMSs can be the ultimate end-customers for Alent's products, and the persons to whom the physical products are supplied, the relationship with the OEM is also typically very important, as the OEMs often instruct the CEM or EMS as to whose components should be used in the manufacture of their electronic devices; and
Original Design Manufacturers ("ODMs"): companies such as Compal Electronics who design, manufacture and service products for other organisations. Unlike EMSs, who usually manufacture from a near-final design provided by their OEM customers, ODMs sell fully designed products for OEMs and then manufacture them. ODMs are a relative newcomer to the industry; typically Taiwanese, they have their roots in designing and manufacturing low-end notebook PCs for OEMs such as Dell and HP.

As shown in the diagram below, Alent operates within the electronics materials segment of the electronics value chain, where Alent provides highly engineered and intermediate materials to its customers. Engineered materials are formulated or processed materials which perform specific functions or have particular process characteristics, e.g. photo resist, die attach, conductive adhesive and thermal interface, while intermediate materials are refined or processed raw materials which possess electronic grade purity or properties, e.g. metals, glass, ceramics and polymers.

Source: Prismark Partners, Aug 2012

According to Prismark Partners, the electronics materials segment is estimated in 2012 to be a \$146 billion market and the overall market for electronic products is estimated at \$1,650 billion.

Alent's products broadly fit within the fabrication materials, packaging materials, interconnect materials and assembly materials segments and Prismark estimates these sub-sectors to be worth \$24 billion, \$13 billion, \$20 billion and \$6 billion, respectively.

The production of electronic equipment also requires raw and industrial materials (e.g. copper, polysilicon, etc.) which are not supplied by Alent.

In the electronics market, there is a strong trend towards increased connectivity and portability in the consumer electronics industry. Consumer demand is for faster, smaller and lighter products, which is leading to increasing miniaturisation and complexity and the use of multi-layer circuit boards. Alent is at the leading edge of this trend and is a leading player in the development and supply of specialty chemicals into these fast-growing niches.

According to Prismark in August 2012, end-market sales of electronic goods is, on average, forecast to grow by 5.8 per cent. CAGR from 2012 to 2016 in value terms, along with significant growth in the size of the key markets in which Alent's products are used. However, the volume of electronic devices is a key growth driver for Alent. The electronics industry has historically been a "price down" industry, with reduced prices for each generation of product, which means that forecasts of market growth by value tend to understate the market growth by volume, which is the key driver of demand for Alent's products.

Electronic goods can be split into the following categories (per cent. of total in 2012, forecast by Prismark):

computers (approximately 31 per cent.): PCs, net books, tablets;
communications (approximately 27 per cent.): mobile phones (both smart and dumb), telecommunications infrastructure;
consumer (approximately 10 per cent.): MP3 players, games consoles, digital cameras, flat screen TVs, camcorders;
automotive (approximately 11 per cent.): chassis and safety systems, lighting, powertrain, infotainment, interior electronics, electric vehicles;
industrial/medical (approximately 15 per cent.): photovoltaic, instrumentation, retail systems/selfservice, automation and motion control, power generation/transmission, traffic systems, medical diagnostics and imaging, patient monitoring; and
military (approximately 8 per cent.).

Alent's products are used in electronic devices in all of the categories above, with a particular focus on the tablet and smartphone markets within computers and communications and the automotive end-market.

Source: Gartner

According to Gartner in 2012, as shown in the chart above, growth in smartphone units is forecasted to be approximately 24 per cent. CAGR 2011-2016. This implies a doubling of smartphone units in the three years from 2011 to over 1 billion devices by 2014. Alent considers the majority of the leading mobile phone manufacturers as customers and is therefore relatively indifferent with regards to which manufacturer wins market share.

Similarly, the tablet market is forecast to grow by approximately 41 per cent. CAGR from 67 million units in 2011 to 371 million units in 2016.

Automotive industry

As in the electronics end-market, volume is a key driver of demand for Alent's products in the industrial automotive segment. As shown in the chart below, vehicle volumes are expected to grow with a CAGR of approximately 6 per cent. from 2012 to 2015. In addition, there is a strong trend for increased electronic content in vehicles and increasing demand for functional and decorative coatings, which benefits both of Alent's divisions. This dynamic will enable Alent to benefit from a twofold increase, both of a growing underlying market, as well as an increase in product penetration.

Source: Prismark Partners

The need for improved corrosion-resistant and wear-resistant coatings, driven by the need to provide longer warranty protection to customers, increases demand for Alent's products. The improved quality of automobiles and need to reduce their weight is also driving higher demand for increasingly sophisticated decorative finishes which both enhance customer perception of the vehicle and enable lower weight materials (e.g. plastics) to be used in their production.

A premium class automobile typically now contains between 70 and 100 microprocessor-based electronic control units (ECUs). According to Global Industry Analysts, in April 2012, electronics content as a percentage of the total vehicle cost is expected to rise significantly as market penetration of hybrid and electric vehicles increases. Alent supplies products used in the manufacturing and assembling of these electronic devices, which are increasingly being used to control a wide range of systems, including chassis and safety systems, lighting, powertrain, infotainment, interior electronics and electric vehicles.

2 Business description and activities

Following the Demerger, Alent will be organised into business segments:

Assembly Materials (formerly the Performance Materials division's Joining Technologies business); and
Surface Chemistries (formerly the Performance Materials division's Surface Chemistries business).

Alent is a leading global supplier of advanced surface treatment and plating chemicals and electronics assembly materials. The principal end-market is global electronics production, which Alent estimates to account for approximately three quarters of its revenue. The automotive and other industrial markets represent the remaining quarter of revenue. The geographic split of the net sales value (being revenue excluding commodity metals where the costs of these are passed through to customers) of Alent is broadly one third in each of Europe, Asia and the Americas. Alent is present in over 100 countries and has over 2,500 employees and 23 major manufacturing sites worldwide. This enables Alent to supply its customers with highly engineered and customised specialty chemicals and materials on a just in time basis from its strategic locations around the world. Alent had revenue of £814 million, net sales value of £418 million, and a trading profit of £100 million in the year ended 31 December 2011.

The key product groups Alent supplies are:

fabrication materials such as damascene copper electroplating chemistry which provides the "wires" within a semiconductor IC chip;
packaging materials, including solder spheres for BGA and chip-scale packages, die attach adhesives and copper pillar electroplating chemistry;
interconnect materials principally electroplating chemistries for fabrication of PCBs;
assembly materials comprising solder in a variety of forms, including bar, wire, solder paste and pre-forms; and
non-electronic electroplating products and services, principally for automotive applications which include decorative, wear-resistant and corrosion-resistant applications.

2.1 Assembly Materials business

2.1.1 Overview

The Assembly Materials business, trading as Alpha, supplies electronic interconnect materials to assemblers of PCBs and the semiconductor packaging industry. In PCB assembly, the principal product lines include solder, fluxes, adhesives and cleaning chemistries.

These products are used to attach electronic components, such as semiconductors and capacitors, onto bare boards and to form the necessary electrical and physical connection between the board and its components. The Assembly Materials business in 2011 represented 48 per cent. of Alent's net sales value.

These products are essential to the longevity, reliability and functionality of the ultimate electronic device (e.g. a broken solder joint can stop the electronic device from functioning) and are also critical to the cost and efficiency of the process by which the electronic devices are manufactured. As a result, the quality of these materials is of critical importance to design-led OEM customers who face reputational risk from poor performance from CEM producers. These customers are typically highly-automated and use mass manufacturing techniques so productivity and reducing reject rates and wastage are highly cost-sensitive issues for customers. The technical specifications of the product, combined with the consistency and reliability of global supply, are therefore vitally important to them.

Products typically need to be qualified by the electronic equipment company and the contract manufacturer before they can be used in production and this results in some "stickiness" of revenue once qualification is obtained from a customer. Becoming a qualified supplier is also important in ensuring that Alent is well placed to enable its customers to reach the next technological level. Given the specialty nature of the products, the chemicals are prepared on a batch basis, specific to the customer's requirements.

2.1.2 Products

Alent's product range includes materials for both traditional "through-hole" assembly methods and more advanced "surface-mount" technology and "flip chip" processes. Principal product lines in PCB assembly include: solder (available in bar, paste, powder and sphere form and in no-clean, water-soluble halogen-free, and lead-free options), fluxes, adhesives, cleaning chemistries and stencils, and squeegee blades.

Solder is the key product group within the Assembly Materials business as it accounts for three quarters of the division's revenue. It may be supplied to customers in either bar form (i.e. solid, and sold as an ingot, which is used predominantly in the more traditional wave soldering technology for assembling PCBs), wire form (used for touch-up and repair work), paste form (used in the more modern and technologically-advanced surface mount technology for assembling PCBs), powder form, sphere form or preforms. Solder paste can also be supplied in no-clean, water soluble, leaded and lead-free options.

Solder is either an alloy of tin and lead (leaded solder) or, increasingly, tin and silver (lead-free solder). Small quantities of other materials are added to improve and alter product performance. Lead-free solder is normally around 97 per cent. tin and 3 per cent. silver but, due to the relatively high cost of silver, Alpha has developed a low (0.3 per cent.) silver solder (SACX™) which, for certain applications, is a major cost saving product for its customers.

The manufacturing process for bar solder is relatively straightforward and involves the melting and mixing of the metals and casting of the final product into ingots. Solder paste, however, is a more complex product to manufacture as the metals need to be transformed into solder powder before mixing with flux to make solder paste. As electronic devices get smaller, the requirement to reduce the pitch of the solder on the PCB requires the solder powder to be produced in increasingly small particle sizes. The Assembly Materials business also supplies the semiconductor packaging industry with epoxy moulding compounds, underfills, encapsulents, and solder balls which are used to connect the package to the PCB and to provide electrical and thermal insulation.

Key raw materials include tin and silver of which Alpha consumed approximately 12,000 tonnes of tin and approximately 6 million ounces of silver in 2011. Alent "passes-through" to customers the majority of increases in the prices of these commodity metals and, therefore, net sales value which excludes the impact of commodity metals is a better measure of the underlying activity of this division.

2.1.3 Customers

Alent supplies assembly materials to the largest assemblers of PCBs and semiconductor packagers, including Delta, Jabil, Lite-On, Asustek, Flextronics, Foxconn, SCI-Sanmina, BenQ and Delphi. The Assembly Materials business' top five customers represented 12 per cent. of the revenue attributable to Alent in 2011, and the average length of relationships with these customers is over 20 years.

2.1.4 Competition

Alent is one of the largest global suppliers of electronic assembly materials (solder). Competition is based on quality of products, reliability of supply, including global presence, customer service, technical support and R&D capabilities. Competitors include Senju and Tamura from Japan, Indium and Kester from the US, Henkel from Germany and Shenmao from Taiwan. Alent's global scale and leading technologies allow leading-edge products to be reliably supplied on a just-in-time basis around the world with consistent chemistry. For solder paste, which is the highest value-added of all solder products, Alent believes it is among the largest global suppliers with the top seven suppliers having around 80 per cent. of the market.

2.2 Surface Chemistries business

2.2.1 Overview

The Surface Chemistries business, trading as Enthone, supplies specialty electroplating chemicals and services for use in semiconductors, PCB fabrication and corrosion resistant/ decorative coatings. The Surface Chemistries business in 2011 represented 52 per cent. of Alent's net sales value.

Electroplating is a plating process that uses electrical current to reduce cations of a desired material from a solution (called the electroplating chemical) and coat a conductive object with a thin layer of the material, such as a metal. Electroplating is used primarily for depositing a layer of material to bestow a desired property (e.g. abrasion-resistance and wear-resistance, corrosion protection, lubricity, aesthetic qualities, etc.) to a surface that otherwise lacks that property.

2.2.2 Products

The Surface Chemistries business supplies a very wide range of electro-plating chemicals (around 1,750 products) which support principally the electronics, automotive, building and jewellery industries as follows:

(a) Electronics end-markets:

Semiconductor: Enthone products include copper damascene, wafer bumping, gold wafer plating (used in radio frequency integrated circuitry) and through-silicon vias. Copper damascene is a particularly important product to Enthone as it is now the technological product of choice for the wiring of all semiconductors of a size below 90 nanometers. Enthone's products are approved down to the 32 nanometer technology node by all the major suppliers of integrated circuits. Approval has also recently been obtained for the 22 nanometer technology node from the world's largest supplier of micro processors. Enthone is currently working to secure further approvals for the 22 nanometer semiconductor, first launched in 2011, from other chip makers.

PCB fabrication: Enthone products include final finishes (to preserve solderability), throughhole metallisation, inner layer bonding and primary imaging.

Connectors and lead frames: Enthone products include precious metal and non-precious metal surface finishes for connectors and semiconductor lead frames.

(b) Industrial and automotive end-markets:

Decorative coatings: Enthone products include chrome deposited on copper then nickel, for metal and plastic parts. This is used in building (e.g. coating for taps) and automotive (plating on plastic) applications.

Wear-resistant coatings: Enthone products include hard chrome and electroless nickel applied to metal surfaces. This is used in many industrial, building and automotive applications.

Corrosion-resistant coatings: Enthone products include zinc and zinc alloy coating applied to metal surfaces often accompanied by the application of passivate and seal topcoat layers. This is used in many industrial, building and automotive applications.

Two main areas of focus within decorative coatings are:

Plating on plastic: the ability to render inexpensive plastic (e.g. ABS) conductive via the use of an etch and collodial palladium activator followed by electroplating of copper, nickel and chromium. Applications include automotive decorative trim (e.g. front radiator grill), plumbing fixtures, mobile telephones and cosmetics. Market drivers include both environmental (need for a substitute for hexavalent chromium etch) and performance (need for an improvement in corrosion protection for certain cold climate countries) factors.

Trivalent chromium: for both metal and plastic substrates, there is a desire to move from toxic hexavalent chrome to trivalent chromium. This move is driven by environmental concerns, but aesthetics (e.g. colour) or corrosion resistant performance must not be sacrificed.

Key raw material feedstocks include gold, chromic acid and nickel sulphate. The manufacturing of copper damascene is complex and has to be produced in a high-tech "clean room" environment due to the nature of the application. Other products typically involve only the cold batching of chemicals.

2.2.3 Customers

Alent supplies electroplating specialty chemistries to some of the leading manufacturers of semiconductors and PCB fabricators. These include ATMI (itself a distributor), AT&S, Ellington Group, Hannstar, Intel, Seagate, Taiwan Semiconductor Manufacturing Corporation (TSMC) and Viasystems.

In addition, Alent supplies leading automotive component and other industrial manufacturers, including Bolta Werks, Roto Frank Group, Continental, Bosch and Siegel Roberts/Guardian. The Surface Chemistries business' top five customers represented 4 per cent. of the revenue of Alent in 2011 and the average length of relationship with these customers is over 15 years. In a similar way to Alpha, Enthone often has a two-way facing relationship with the OEMs (such as Apple) and the contract manufacturers/parts suppliers.

2.2.4 Competition

Alent is one of the largest global suppliers of specialty electroplating chemicals. Competition is on the basis of product reliability and delivery of the required customer performance at the lowest possible overall cost of ownership to customers. Competitors include Atotech (part of Total), MacDermid, Dow (principally through its acquisition of Rohm & Haas in 2008), OMG and Umicore.

As the products supplied by Alent tend to be high volume and are not physically suited to travelling significant distances, manufacturing proximity to customers can be important. Alent's global presence and technical knowledge base allow products to be reliably supplied on a just-in-time basis around the world. Long product cycles, particularly in automotive, and the time taken to obtain OEM qualification and specification, make displacement by competitors or new entrants difficult. Alent estimates that the top seven suppliers have 65 per cent. of the total global market.

2.3 Compelling Assembly Materials and Surface Chemistries businesss joint proposal

An important and increasing proportion of Alent's revenue comes from a combined Alpha and Enthone offering whereby products are tested together and are fully compatible. The use of combined products is customer-driven as OEMs stipulate to their assemblers/device suppliers the use of Alent products. For example, an Enthone product may provide the pad finish on a PCB to which Alpha solder paste is applied. This benefits Alent through gaining additional customers and has the effect of locking in Alent's products for the lifecycle of a particular customer product's lifespan.

In addition, as certain products are used at different points in the overall production of an electronic device, Alent gains additional visibility on future demand for certain products. For example, demand for damascene copper which goes into the manufacturing of semiconductors provides an indication of future demand for solder pastes when that semiconductor device is attached to a PCB. In addition, there are economies of scale between Alpha and Enthone through shared manufacturing and R&D functions.

2.4 Competitive strengths

The Alent Directors believe that Alent benefits from the following key strengths:

Market leadership through differentiating products and solutions

Alent has globally-recognised brands and a number of market leading (number 1 or 2) positions in its chosen niches. Alent believes that few competitors are able to compete on a global scale, lacking Alent's track record and ability to deliver identical products from multiple sites on a just-in-time basis.

Alent attributes its market-leading position to close collaborative partnerships with industry-defining customers (e.g. Alcatel-Lucent, Apple, HP, LG and Samsung). These relationships extend from the design stage through to extensive post-sale technical support. Alent's in-depth application and process expertise drives new product development and the relevance of its products to these customers.

Alent's products are process-critical and customised and hence there is an extensive qualification process which enhances customer "stickiness". The cost of Alent's products represents a small proportion of material cost to the customer but Alent's products provide significant value through improving yield and reliability.

Technology and fast-cycle R&D providing innovation-driven growth

Alent is currently a leading supplier of a number of products to its customers, some of whom have OEM clients that have specified exclusive use of certain products of Alent (e.g. Apple). Alent's business model is driven by a virtuous circle of customer collaboration. As a leading supplier of materials today, Alent works collaboratively with its customers to help them develop the next generation of products for their customers through a partnership approach. Alent engages in technology roadmap exchanges with large, multinational OEMs at the cutting edge of the electronics industry. As a result, Alent gains a deep understanding of customers' technology and production challenges and is involved in the development of new technologies from inception to certification. This enables Alent to focus on delivering consistent and reliable customised solutions which are critical to its customers' production processes. This collaborative approach and quality of service coupled with high valueadded product materials differentiates Alent and enables it to maintain its market leading positions. Alent's rolling target is for one third of revenue to be from products developed within the last three years and has stringent capital allocation criteria to ensure R&D funds are directed at high margin products.

Participating in high growth end-markets

Alent's products serve attractive end-markets that have grown strongly in recent years with favourable long-term growth characteristics. Alent believes that there will be significant growth in demand for electronics products that incorporate components manufactured with products from both the Assembly Materials and Surface Chemistries business. This growth is being driven by a variety of factors, including:

(a) demand for increasingly sophisticated consumer electronics products (smaller, faster and lighter) and multiple devices per individual;
(b) technological advances, in particular the trend towards increased connectivity and portability in consumer electronics industry (wifi, cellular 3G/4G and WLan); and
(c) growing per capita income in developing markets.

Alent further benefits from having leading positions in the faster growing segments (e.g. smartphones, tablets and automotive electronics). Smartphone volumes are expected to grow at a CAGR of approximately 24 per cent. from 2011 to 2016 and media tablets are expected to grow at a CAGR of approximately 41 per cent. over the same period, according to Gartner.

In the automotive end-market, there is a trend towards increased electronic content as market penetration of hybrid and electric vehicles increases.

Alent also has significant exposure to higher growth developing markets (Brazil, India and China represented 35 per cent. of revenue in 2011), which Alent believes provides a further driver for superior growth. Alent is continuously expanding into developing markets to ensure close customer proximity with a new facility in Manaus, Brazil opened in 2011 and new facilities to be completed in Shanghai and Chennai in 2012 and 2013 respectively.

Global footprint close to industry defining customers in Asia

Alent's global presence, with a particularly strong proximity to customers in Asia, enables access to all key growth markets and the ability to remain at the forefront of advances in technology. There are few global competitors, which provides Alent with a competitive advantage as the large OEMs seek to deal with their suppliers on a global basis. Scale is therefore critical in order to secure these customers and to be able to provide the high quality and consistent service they demand of just in time supply and "copy exact" product. As a result, Alent has significant market shares in the niches in which it operates.

Longstanding and collaborative customer relationships

Alent has consistently held market leadership positions which, in the view of the Alent Board combined with its collaborative approach and the customer trust built over many years, will help ensure that existing customers remain customers in the future as new technology is developed.

The largest producer of microprocessors in the world has been a customer for over 20 years, and, in that time, Alent has developed products with the customer to address five of their key technology challenges. By supplying a number of different key manufacturers in each sub-sector, Alent is well placed to benefit from the growth in the overall market, regardless of which manufacturer is leading.

Value-add sales strategy targeting OEMs

Alent markets its niche, mission-critical products and services based on the value they deliver to the customer, and not on price. A key aspect of Alent's offering is the quantification of improvements to customers' throughput, yield and reliability derived from the manufacturing pilot lines used at Alent's R&D centre. These give Alent the rare ability to quantify the monetary value a customer could gain by using Alent's products. This allows Alent to demonstrate to the customer the potential savings generated through using Alent's products.

Alent has an OEM marketing and sales strategy, as it is the OEMs which specify the technical requirements for the components which are made by Alent's direct customers. This approach also maximises the cross-selling opportunities between Alpha and Enthone as Alent can assure compatibility of their respective products. OEMs stipulate to their assemblers or device suppliers the use of Alent's products and therefore Alent gains additional customers. Once chosen by an OEM, suppliers are locked into using Alent's products for the lifespan of that product. Alent's products are typically a small proportion of the customer's total input costs, and, therefore, reluctance to make changes to production processes reduces customer churn.

2.5 Strategy

The key elements of Alent's strategy are to:

Focus on high growth end-markets

The electronics market is forecast to experience strong growth in terms of value, but even higher growth in terms of unit volumes, which are driven in part by the trend towards multiple electronic devices per individual (e.g. mobile phone and tablet). Alent has leading positions in the smartphone and tablet markets in which strong growth is expected. Unit growth is the more important driver of Alent's growth, and, therefore, Alent is well positioned to benefit from this strong growth. Similarly, the global automotive market is expected to produce over 100 million vehicles by 2015, which represents a CAGR of approximately 6 per cent. 2011-2015. There is a trend in the automotive industry towards increased electronic content in cars, and increased use of functional coatings for both decorative and anti-corrosion applications, which is benefitting both parts of Alent's business. Alent also intends to further enhance its presence in key geographical growth regions and markets.

Further develop new markets and products

Alent, with its global presence and leading technologies, is constantly identifying new opportunities in high growth complementary segments such as solar and LED. Although these markets are still at relatively early stages of their development, the Alent Board believes they could provide significant additional sources of revenue to Alent in the future. The opportunity is both from applying existing products and technologies to these new markets and through developing new product solutions, as well as through bolt-on acquisitions.

Expand its value-add and OEM sales strategy

Alent continues to focus on developing the value sales competencies across all its employees so as to realise the full margin potential of the products and technologies which Alent offers. In addition, Alent intends to increase the service element of revenue through technical process support and customer training academies, which improves margins and further deepens the customer relationship.

Alent will continue to leverage its strong OEM relationships to further increase OEM qualification and specification of Alent's specialty chemistries and technologies, as a result of which Alent's customers are incentivised to use its products and technologies in their manufacturing processes.

Continue to develop higher-margin products and improve mix and operational efficiencies

Alent has pursued a strategy of moving away from lower-margin commoditised products (e.g. solder bar) and focusing on higher-margin, more innovative products such as damascene copper additives, immersion tin PCB surface finishes, wafer plating, plating on plastics and solder preforms. This process will continue, and the constant evolution, through product innovation and bolt-on acquisitions, means that further opportunities for mix improvement will arise. In addition, Alent plans to further roll-out and develop operational excellence programmes increasing productivity and reducing costs. Alent has been incorporating Six Sigma practices into its operations since 2001.

Further develop its technology and innovation leadership

Alent has invested significantly in R&D facilities and will continue to do so to ensure that Alent remains able to front-run emerging trends, and maintains its leadership position in terms of innovation and product development in its market niches. Indeed, R&D is critical to the continued success of Alent. The drive for smaller, smarter and faster electronics in particular, and the pace of change, means that only those players with the required scale and technical expertise are able successfully to take advantage of these market opportunities. Alent has historically been at the forefront of market developments and management remains confident that it will continue to be successful in leading the world in key new developments.

2.6 History of the business

Alent joined the Cookson Group as a result of Cookson's acquisition in 1984 of Alpha Inc. which supplied interconnect materials to the electronics business. The acquisition of Alpha Metal (Hong Kong) the following year marked Cookson's expansion into Asia. The electronics "boom" in the early 1990s provided opportunities for Cookson to acquire further electronics companies, but it was the acquisition of Enthone, a supplier of specialty chemicals and electroplating materials, in 1999 which led to the creation of Alent in its current form. During the period between 2003 and 2007, Cookson disposed of the highly cyclical Speedline capital equipment and Polyclad laminates businesses, as well as several smaller non-core businesses.

Alent now comprises two focused specialty chemical and materials businesses, the Assembly Materials business (a supplier of solder, fluxes, adhesives, and related products) and the Surface Chemistries business (a supplier of electroplating chemicals). These businesses complement each other with electronics customers looking to maximise reliability and performance.

2.7 Operations

Alent has 23 major manufacturing facilities across the world. Alent's facilities are well invested, with £64 million of capital expenditure spent over the last five years.

Assembly Materials' main production facilities

EMEA: Budapest (Hungary), Naarden and S'Hertogenbosch (the Netherlands);
NAFTA: Monterrey and Mexico City (Mexico), Altoona, Pennsylvania (US);
India: Chennai (production) and Bangalore (R&D centre);
Asia-Pacific: Shenzhen, Guangxi, Shanghai and Hong Kong (China); Sihung City (Korea); Tao Yuan City (Taiwan); Singapore; Hiratsuka (Japan); and
South America: Sao Paulo and Manaus (Brazil).

Surface Chemistries' main production facilities

EMEA: Langenfeld (Germany); S'Hertogenbosch (the Netherlands);
NAFTA: West Haven, Connecticut and Bridgeview, Illinois (US); Mexico City (Mexico);
Asia-Pacific: Hong Kong, Shenzhen, Tianjin and Shanghai (China); Singapore; and
South America: Sao Paulo and Manaus (Brazil).

2.8 Research and development

R&D is critical to the continued success of Alent to meet the demand for leading-edge products for smaller, lighter and faster electronics and to take advantage of the opportunities presented by new and fast-growing markets, such as LED, power electronics and photovoltaic. In addition, tightening environmental regulations mean that improvements to existing products are required in order to ensure continued compliance.

Alent invests significant amounts in R&D and endeavours to sustain its competitive advantage and take appropriate action to ensure that its cost base remains competitive. In 2011, total R&D spend was £16 million, equivalent to 4 per cent. of net sales value. Alent estimates that approximately 80 per cent. of R&D is customer-driven, while the remaining approximately 20 per cent. is in relation to development of new products not specifically requested by customers.

Alent has made a significant capital investment in R&D in recent years and, in October 2007, opened a low-cost high-tech facility in India to lead the R&D effort. A further 12 technical centres operate as satellite laboratories around the world. Alent currently has over 170 research scientists and engineers.

The R&D strategy is the development of new products and the improvement of existing ones through innovation and developing new technologies and markets for Alent from inception to product certification, principally in response to technical or regulatory challenges arising for customers. The R&D function is prepared for future development and the new product development architecture is profit-focused. Alent's rolling target is for one third of revenue to be from products developed within the last three years and has stringent capital allocation criteria to ensure R&D funds are directed at high margin products.

The business continues to focus on new product development and on penetrating new markets, including LED, solar and power electronics. These new products include Ready Ribbon™, a pre-fluxed, solder coated, copper ribbon used for connecting solar cells within a solar panel, and nanosilver die attach products for use in the manufacture of LED lights and power electronics. Related new production lines for Ready Ribbon™ were completed towards the end of 2011 in the Netherlands and Singapore, and a further line in the US was successfully completed in early 2012. The first nano-silver production line in Singapore has also now been successfully commissioned. Both products attracted high levels of customer interest ahead of their recent commercial launch and, once product trials are completed by Alent's customers, commercial sales are expected to commence shortly.

Alent has a unique R&D offering to customers with leading technology specifications, such as three surface mount technology pilot lines enabling Alent to recreate customer operations and a state-of-the-art assembly line for LED product development. Alent is able to differentiate itself from the competition and work in collaboration with its customers on developing the next generation of leading-edge products.

2.9 Intellectual property

Trade marks

Patents

Alent's success is dependent in part on its ability to obtain patent protection for its products and their design and manufacturing processes. Alent applies for patent protection in respect of its major products, technologies and processes in a number of jurisdictions, including in Europe and the US. Alent has approximately 500 patents granted and approximately 360 pending patent applications, which have been registered in several countries around the world.

New product and service offerings by competitors are regularly monitored and any perceived breach of an Alent patent is vigorously challenged. To the extent possible, Alent avoids holding key intellectual property in countries which do not afford an acceptable degree of legal protection.

Alent keeps certain of its technical developments secret rather than apply for patent protection and imposes confidentiality obligations on its employees and third party contractors.

PART B: Impact of Demerger on Financial Information of Alent

The historical financial information relating to Alent contained in this part B of this Part V has been extracted without material adjustments from the historical financial information for Alent, incorporated into Part VIII of this document by reference to Part IX: "Historical Financial Information" of the Alent Prospectus.

The historical financial information on Alent included in Part IX: "Historical Financial Information" of the Alent Prospectus has been prepared according to the basis of preparation as detailed in note 2.2 of Section A of that Part IX. The historical financial information contained in Part IX of the Alent Prospectus does not constitute statutory accounts within the meaning of section 434 of the Companies Act.

This part B of this Part V contains forward-looking statements that involve risks and uncertainties. Alent's actual results could differ materially from those anticipated in these forward-looking statements as a result of such risks and uncertainties. You should read the section headed "Cautionary note regarding forwardlooking statements" set out at the front of this document and Part III of this document for a discussion of the risks and uncertainties related to these statements.

This section provides further details on the treatment in the historical financial information of a number of income statement, cash flow and balance sheet items in order to provide a better understanding of how Alent's financial statements will be presented as a standalone business following the Demerger.

You should read the whole of this document and not rely solely on the historical financial information set out in this Part V.

1 Central costs

The costs incurred by Cookson Group within its central headquarters in London have been deducted from the underlying trading results of Cookson Group's three divisions—Engineered Ceramics, Performance Materials and Precious Metals Processing—in arriving at the results for Cookson Group as a whole. These centrally incurred costs, and their treatment in Cookson Group's historic financial information, can be analysed as follows:

"Unallocated central costs": headquarter costs (e.g. Cookson Board costs) relating to Cookson Group's operations as a public company. These costs have historically not been allocated to Cookson's three divisions as any allocation would have been arbitrary in nature.
"Allocated central costs": headquarter costs (e.g. tax and treasury functions) which relate to the management and oversight of Cookson Group's three divisions. These costs have historically been allocated to the three divisions in proportion to their revenue.

In producing the historical financial information on Alent included in Part VIII: "Historical Financial Information relating to Alent" of this document, all of the "Unallocated central costs" relating to Cookson's central headquarters have been excluded from the historical financial information for Alent. This is because any allocation would be arbitrary in nature and may not reflect properly the headquarter costs as would have been incurred by Alent had it been a standalone business throughout the three years ended 31 December 2011 and the six month periods ended 30 June 2011 and 30 June 2012 (the "Reporting Period"). However, the historical financial information for Alent does reflect the "Allocated central costs" relating to Cookson's central headquarters as these costs have historically been allocated against the Performance Materials division of Cookson Group in its historical published financial statements. The following table shows the impact of these allocated central headquarters costs on Alent's historic results:

	FY 2009	FY 2010	FY 2011	HY 2011 (unaudited)	HY 2012
			(£m)
Trading profit, as reported	39.2	71.0	99.6	45.0	50.0
Allocated central costs .	1.7	3.6	2.3	1.5	0.4
Trading profit before central costs	40.9	74.6	101.9	46.5	50.4
EBITDA¹, as reported	48.5	79.7	108.1	49.2	54.3
Allocated central costs .	1.7	3.6	2.3	1.5	0.4
EBITDA before central costs	50.2	83.3	110.4	50.7	54.7

Notes:

(1) Refer to paragraph 17.2 of Part XII of this document for definitions.

(2) In producing the trading profit or EBITDA for the two businesses of Alent (Assembly Materials and Surface Chemistries), the allocated central costs noted above would have been allocated between the two businesses based on their relative contribution to Alent's total revenue.
(3) For comparison purposes with the above information, the trading profit before all "allocated central costs" of Alent in FY 2008 was £53.8 million and the EBITDA before all "allocated central costs" was £63.1 million. "Allocated central costs" in 2008 were £2.1 million.

For the year ending 31 December 2013, the central headquarter costs which will need to be deducted from the aggregate segmental results for Assembly Materials and Surface Chemistries to arrive at the results for the Alent business as a whole, are expected to be approximately £6 million.

2 Net debt

On the Demerger, the net debt of Cookson Group immediately prior to the Demerger will be apportioned to Vesuvius and Alent broadly in proportion to the contribution each has made to Cookson Group's total EBITDA for the 12 months prior to the date of the Demerger. The approximate split of Cookson Group net debt at the date of the Demerger is expected to be 66 per cent. for Vesuvius and 34 per cent. for Alent.

3 Pension liabilities

Based on the allocation of Cookson Group's pension liabilities set out in paragraph 10 of Part II of this document, of the total Cookson Group net employee benefits deficit of £81 million as at 30 June 2012, £26 million has been apportioned to Alent, with the remaining £55 million being apportioned to Vesuvius. However, it should be noted that the level of net employee benefits deficit for Alent as at the date of the Demerger will reflect any changes in the level of the deficit or surplus of the various plans that occur between 1 July 2012 and the date of the Demerger.

4 Finance costs

In accordance with the basis of preparation of the Alent historical financial information for the Reporting Period, the finance costs relating to Cookson's borrowings (which include the US Private Placement loan notes and the Cookson syndicated bank facility) have been excluded from the finance costs of Alent and therefore the historical finance costs of Alent are not necessarily representative of those that would have been reported had Alent been an independent group during the Reporting Period; nor are they therefore necessarily representative of the finance costs that may arise in the future.

Based on the above allocations of Cookson's net debt and pension liabilities between Vesuvius and Alent, net finance costs for Alent and Vesuvius for the year ending 31 December 2013 (as a proportion of total finance costs that would otherwise have been incurred by Cookson Group if the Demerger was not to take place) are expected to be split approximately as follows:

	Alent	Vesuvius	Total
Interest payable on borrowings .	33%	67%	100%
Pension interest (being interest on retirement benefit obligations
less the expected return on retirement benefit assets)	20%	80%	100%

5 Tax charges and effective tax rate

As stated above, for the purposes of its historical financial information, the profit before tax reported for Alent in the Reporting Period is stated having borne a level of borrowings costs and central headquarter costs both of which are expected to be higher immediately after the Demerger. In addition, the tax charges recorded in the historical income statement of Alent have been affected by tax arrangements within the Cookson Group. As a consequence therefore, the historical tax charges and the effective tax rate of Alent reflected in its historical financial information are neither necessarily representative of those that would have been reported had Alent been an independent group during the Reporting Period; nor are they therefore necessarily representative of the tax costs and effective tax rate that may arise in the future.

For FY 2013, the effective tax rate (on a cash tax basis and before the share of post-tax results from joint ventures) on headline profit before tax is expected to be in the range of 23 per cent. to 24 per cent.

On the Demerger, Alent will have significant gross tax losses in the US (which, as at June 30 2012, were estimated to be approximately \$260 million (£165 million) with a tax value of \$99 million (£63 million)), which are available to offset future taxable US income. Further details of the tax value of these losses and their duration (along with details of the tax value of losses in other countries) as at 30 June 2012 is detailed in note 11.4 of the historical financial information contained in Section A of Part IX: "Historical Financial Information" of the Alent Prospectus.

6 Restructuring charges

Restructuring charges taken by Alent in the Reporting Period include initiatives to further improve business performance and to reduce operating costs.

Restructuring charges are expected to be approximately £5 million in FY 2012 and approximately £2 million per annum thereafter. The cash outflow in respect of restructuring is expected to be approximately £3 million in FY 2012 and approximately £2 million per annum thereafter.

7 Capital expenditure

Capital expenditure comprises payments made to acquire property, plant and equipment necessary to maintain and grow Alent's operations.

Capital expenditure is expected to be approximately £20 million in FY 2012 (2.2 times depreciation) and approximately £22 million in FY 2013 (2.0 times depreciation).

PART C: Information on Alent plc

1 Incorporation, registered office and activity

Alent plc was incorporated with the name Alent plc on 31 August 2012 and registered in England and Wales with registered number 8197966 as a public company limited by shares.

The principal legislation under which Alent plc operates and under which the Alent Shares have been created is the Companies Act and regulations made thereunder.

Alent plc is domiciled in England and Wales. The address of its registered and head office is Forsyth Road, Sheerwater, Woking, Surrey GU21 5RZ (telephone number: +44 (0) 1483 758 400).

Alent plc has not traded since its incorporation.

KPMG LLP, whose address is 15 Canada Square, Canary Wharf, London E14 5GL, is the auditor of Alent plc, and has been the only auditor of Alent plc since its incorporation and is a member firm of the Institute of Chartered Accountants in England and Wales.

2 Alent Shares

2.1 Initial share capital

On incorporation, Alent plc's share capital consisted of one ordinary share with a par value of £1.00 (the "Alent Subscriber Share") which was issued, fully paid, to the Initial Alent Shareholder.

On 18 September 2012, 50,000 redeemable non-voting preference shares of £1.00 each (the "Alent Redeemable Preference Shares") were issued to the Initial Alent Shareholder at par value credited as fully paid to enable Alent plc to obtain a trading certificate pursuant to section 761 of the Companies Act.

2.2 Authorities

At a general meeting of Alent plc held on 31 October 2012, the Initial Alent Shareholder resolved, inter alia, that:

(i) the Demerger be approved and in connection with the Demerger:
(a) the Alent Directors be authorised and instructed to do or procure to be done all such acts and things on behalf of Alent plc and any of its subsidiaries as they consider necessary or expedient for the purpose of giving effect to the Demerger; and
(b) the entry by Alent plc into the Separation Agreements and such other documents as the Alent Directors deem to be necessary or desirable for the purpose of giving effect to the Demerger be and are hereby approved and the Alent Directors (or a duly authorised committee of the Alent Directors) be authorised to carry the same into effect;
(ii) Alent Articles (as described in paragraph 3 of this Part C of Part V be approved and adopted;
(iii) with effect from the Demerger Effective Time, the Alent Subscriber Share be converted into and redesignated as a deferred share of £1.00 (the "Alent Deferred Share") having the rights and being subject to the conditions set out in the Alent Articles as adopted pursuant to the resolution described in (ii) above;
(iv) subject to and conditional upon Alent Shares having been allotted and issued to Vesuvius Shareholders in consideration of the transfer by Vesuvius plc to Alent plc of the entire issued share capital of Alent Investments Limited, the capital of Alent plc be reduced by:
(a) cancelling and extinguishing paid-up capital on each of the Alent Shares in issue immediately prior to the confirmation by the Court of the Alent Capital Reduction to the extent that the amount paid up on each such ordinary share immediately following such cancellation shall be 10 pence; and
(b) reducing the nominal value of each of the Alent Shares to 10 pence;
(v) with effect from the Demerger Effective Time, the Alent Directors be generally and unconditionally authorised:
(a) pursuant to and in accordance with section 551 of the Companies Act to exercise all the powers of Alent plc to allot shares or grant rights to subscribe for or convert any security into shares (as defined in section 551(1) of the Companies Act) in Alent plc:
- (A) as required for the purposes of the Demerger;
(B) up to a maximum aggregate nominal amount of £9,278,581 (representing approximately one third of the expected issued ordinary share capital of Alent plc immediately after the Alent Capital Reduction Effective Date); and
(C) comprising equity securities (as defined in section 560(1) of the Companies Act) up to a further nominal amount of £9,278,581 in connection with an offer by way of rights issue,

such authorities to expire at the end of the next annual general meeting of Alent plc or on 30 June 2013, whichever is the earlier, but, in each case, so that Alent plc may make offers and enter into agreements during the relevant period which would, or might, require relevant securities to be allotted after the authority ends.

For the purposes of this resolution "rights issue" means an offer to Alent Shareholders in proportion (as nearly as may be practicable) to their existing holdings, to subscribe 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 Alent 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;

(b) with effect from the Demerger Effective Time and subject to the passing of resolution (v)(a) above, the Alent 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 (B) of resolution (v)(a) above or where the allotment constitutes an allotment of equity securities by virtue of section 560 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 £1,391,787; and
(B) pursuant to the authority given by paragraph (C) of resolution (v)(a) 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 of Alent plc or on 30 June 2013, whichever is the earlier, but so that Alent plc 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 Alent Board may allot equity securities under any such offer or agreement as if the power had not ended.

For the purposes of this resolution: "rights issue" has the same meaning as in resolution (v)(a) above; "pre-emptive offer" means an offer of equity securities open for acceptance for a period fixed by the Alent Directors to holders (other than Alent plc) on the register on a record date fixed by the Alent Directors of Alent Shares in proportion to their respective holdings, but subject to such exclusions or other arrangements as the Alent 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; and 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 Alent plc, the nominal amount of such shares which may be allotted pursuant to such rights;

(vi) with effect from the Demerger Effective Time, pursuant to the Alent Articles (as adopted pursuant to resolution (ii) above), 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 Alent plc of the Alent Shares, provided that:
(a) the maximum number of Alent Shares which may be purchased shall be 27,835,743 ordinary shares of 10 pence each;
(b) the minimum price which may be paid for each Alent Share shall not be less than the nominal value of the Alent Shares at the time of purchase;
(c) the maximum price which may be paid for each Alent Share shall be an amount equal to the higher of (i) 105 per cent. of the average of the closing price of the Alent 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

(d) this authority shall expire at the end of the next annual general meeting of Alent plc or on 30 June 2013, 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);
(vii) with effect from the Demerger Effective Time, Alent plc 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 during the period from the date of the passing of the resolution to the end of the next annual general meeting of Alent plc or 30 June 2013, whichever is the earlier:
(a) to make political donations to political parties, and/or independent election candidates;
(b) to make political donations to political organisations other than political parties; and
(c) to incur political expenditure,

up to an aggregate amount of £100,000, and the amount authorised under each of paragraphs (a) to (c) above 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;

(viii) a general meeting of Alent plc other than an annual general meeting may be called on not less than 14 clear days' notice;
(ix) conditional on the Demerger taking effect, Alent plc be authorised to repurchase the Alent Deferred Share for no consideration and the Alent Deferred Share subsequently be cancelled;
(x) Alent plc be authorised, subject to and in accordance with the provisions of the Companies Act and the Alent Articles, to send, convey or supply all types of notices, documents or information to Alent Shareholders by means of electronic equipment for the processing (including digital compression), storage and transmission of data, employing wires, radio optical technologies, or any other electromagnetic means, including by making such notices, documents or information available on a website; and
(xi) subject to and conditional upon the approval of the Cookson Shareholders and the Demerger becoming effective and with effect from the Demerger Effective Time, the establishment of the Alent Share Plan, the principal terms of which are summarised in paragraph 8.1 of Part XII be approved and:
(a) the Alent Directors be and are hereby authorised to make such amendments to the Alent Share Plan as may be necessary to obtain HM Revenue & Customs approval to do the same and to do all things necessary or expedient to carry the Alent Share Plan into effect; and
(b) the Alent Directors be and are hereby authorised to establish further employee share plans based on the Alent Share Plan, but modified to take account of local tax, exchange control or securities laws in any overseas jurisdiction provided that the shares made available under such further employee share plans are treated as counting towards the limits on participation in the Alent Share Plan.

2.3 Alent plc share capital

At the date of this document, the issued and fully paid share capital of Alent plc is as follows:

Class of share		Total nominal value
Ordinary share with a par value of £1.00	1	£	1
Alent Redeemable Preference Shares with a par value of £1.00	50,000	£50,000

At the Demerger Effective Time, the share capital of Vesuvius plc will be reduced and Alent plc will issue Alent Shares, credited as fully paid, to the holders of Vesuvius Shares in consideration for the transfer to it by Vesuvius plc of the Performance Materials division. Vesuvius Shareholders will receive one new Alent Share for each Vesuvius Share held by them. It is proposed then to convert the Alent Subscriber Share into a deferred share (the Alent Deferred Share). Accordingly, the issued and fully paid share capital of Alent plc immediately following Alent

Admission is expected to be as follows (on the assumption that no new Cookson Shares or Vesuvius Shares will be issued between the date of this document and the Demerger Effective Time).

Class of share	Number of shares in issue		Total nominal value
Alent Shares	278,357,433		£278,357,433
Alent Deferred Share	1	£	1
Alent Redeemable Preference Shares	50,000	£	50,000

Following Alent Admission, it is proposed that Alent plc will reduce its share capital in order to create distributable reserves.

As at the date of this document, Alent plc does not hold any Alent Shares in treasury.

No commissions, discounts, brokerages or other special terms have been granted in respect of the issue of any share capital of Alent plc.

Application will be made to the UK Listing Authority and the London Stock Exchange for up to 278,700,000 Alent Shares to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's market for listed securities, respectively. As at the date of this document, no Alent Shares are admitted to trading on a regulated market. If the Demerger proceeds as currently envisaged, it is expected that Admission will become effective, and that dealings in the Alent Shares will commence on the London Stock Exchange, at 8.00 a.m. (London time) on 19 December 2012. The Alent Shares have not been marketed to, and are not available in whole or in part for purchase by, the public in the United Kingdom or elsewhere in connection with the introduction of the Alent Shares to the premium listing segment of the Official List. No application has been or is currently intended to be made for the Alent Shares to be admitted to listing elsewhere or dealt in on any other exchange.

The Alent Shares are in registered form and are capable of being held in certificated or uncertificated form. Application has been made to Euroclear for the Alent Shares to be enabled for dealings through CREST as a participating security. No temporary documents of title will be issued. The International Securities Identification Number (ISIN) for the Alent Shares is GB00B7T18K89. The rights attaching to the Alent Shares are set out in paragraph 3.2 of this Part C of Part V.

3 Summary of the Alent Articles

The Alent Articles, adopted by a special resolution of Alent plc passed on 31 October 2012, contain, inter alia, provisions to the following effect:

3.1 Objects

Section 31 of the Companies Act provides that the objects of a company are unrestricted unless any restrictions are set out in its articles of association. There are no such restrictions in the Alent Articles and the objects of Alent plc are therefore unrestricted.

3.2 Rights attaching to Alent Shares

(a) Voting rights
(i) Subject to the Articles generally and to any special rights or restrictions attached to any class of shares, at a general meeting, every shareholder who is present in person and every duly appointed proxy has one vote on a show of hands, and on a poll every shareholder who is present in person or by proxy has one vote for every ordinary share of which he is the holder. A shareholder entitled to attend and vote at a general meeting is entitled to appoint a proxy or proxies to exercise all or any of his rights to attend and speak and vote in his place. A shareholder may appoint more than one proxy in relation to a general meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by the shareholder. Proxies need not be shareholders of Alent plc. For the purposes of determining which persons are entitled to attend or vote at a meeting and how many votes such person may cast, Alent plc may specify in the notice of the meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the register of members in order to be entitled to attend or vote at the meeting.
(ii) No shareholder will, unless the Alent Directors otherwise determine, be entitled in respect of any share held by him, to vote either personally or by proxy at a general meeting, or to exercise any other right conferred by membership in relation to general meetings if any call, or other sum presently payable by him to Alent plc in respect of that share, remains unpaid; or he, or any person who appears to be interested in the shares held by him, has been served with a notice pursuant to section 793 of the Companies Act, and is in default for the prescribed period.
(b) Joint holders

In the case of joint holders of shares, only the vote of the senior holder who votes (and any proxies duly authorised by him) may be counted. For this purpose, the senior holder of a share shall be determined by the order in which the names of the joint holders stand in the register of members.

Alent plc may by ordinary resolution declare dividends, provided that no dividend may exceed the amount recommended by the Alent Directors. Dividends must be paid out of profits available for distribution. The Alent Directors may also from time to time pay interim dividends on shares of any class of such amounts, on such dates, and in respect of such periods as they think fit.

The Alent Directors may offer shareholders the right to elect to receive, in lieu of dividend (or part thereof), specific assets (and in particular new shares or debentures of any other company credited as fully paid). Before they may do this, the shareholders must have passed an ordinary resolution authorising the Alent Directors to make the offer.

The Alent Directors may retain any dividend payable on or in respect of a share on which Alent plc has a lien and may apply the same in or towards satisfaction of the monies payable to Alent plc in respect of that share. Any dividend unclaimed after a period of 12 years after it was declared will be forfeited and revert to Alent plc.

The Alent Directors may withhold payment of all or any part of dividends or other monies payable in respect of Alent plc's shares from a person with 0.25 per cent. interest or more if such person has been served with a notice after failure to provide Alent plc with information concerning interest in those shares required to be provided under the Companies Act.

3.3 Rights attaching to Alent Redeemable Preference Shares

(a) Voting rights

The Alent Redeemable Preference Shares carry no rights to receive notice of or attend and vote at any General Meeting of Alent plc unless a resolution is to be proposed to wind up Alent plc, or to vary, modify, alter or abrogate any of the rights attaching to the Alent Redeemable Preference Shares.

(b) Participation in profits or assets

The Alent Redeemable Preference Shares carry no rights to participate in the profits or assets of Alent plc, except as set out below.

If there is a return of capital on winding-up or otherwise, the assets of Alent plc available for distribution among the members shall be applied first in repaying in full the holder of the Alent Redeemable Preference Shares the amount paid up on such shares.

Subject to the provisions of the Companies Act, Alent plc may redeem the Alent Redeemable Preference Shares at their nominal amount at any time specified by either the Alent Directors or the holders of the Alent Redeemable Preference Shares. On the redemption of any Alent Redeemable Preference Shares, such share shall be cancelled.

3.4 Rights attaching to Alent Deferred Share

Prior to the Demerger Effective Time, the holder of the Alent Deferred Share shall have the same rights as any holder of ordinary shares has in respect of those shares.

With effect from the Demerger Effective Time:

(a) the Alent Deferred Share shall carry no rights to receive any of the profits of Alent plc available for distribution by way of dividend or otherwise;

(b) except as provided below, the Alent Deferred Share shall carry no rights to participate in profits or assets of Alent plc;
(c) if there is a return of capital on winding-up or otherwise, the assets of Alent plc available for distribution among the members shall be applied first in repaying in full to the holder of the Alent Deferred Share the amount paid up on such share; and
(d) the holder of the Alent Deferred Share shall not be entitled to receive notice of or attend and vote at any General Meeting of Alent plc unless a resolution is to be proposed which varies, modifies, alters or abrogates any of the rights attaching to the Alent Deferred Share.

3.5 Variation of rights

Whenever the share capital of Alent plc is divided into different classes of shares, the special rights attached to any class may be varied or abrogated, subject to the provisions of the Companies Act, either (a) with the consent in writing of the holders of three-quarters in nominal value of the issued shares of that class, or (b) with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class. At every separate meeting, the necessary quorum is two persons holding, or representing by proxy, not less than one-third in nominal value of the issued shares of the class (but at any adjourned meeting any holder of shares of the class present, in person or by proxy, will be a quorum). Any holder of shares of the class present in person or by proxy may demand a poll and every such holder will, on a poll, have one vote for every share of the class held by him.

The special rights attached to any class of shares will not, unless otherwise expressly provided by the terms of issue, be deemed to be varied by (a) the creation or issue of further shares ranking, as regards participation in the profits or assets of Alent plc, in some or all respects equally with them but in no respect in priority to them, or (b) the purchase or redemption by Alent plc of any of its own shares.

3.6 Transfer of shares

All transfers of shares which are in certificated form may be effected by transfer in writing in any usual or common form or in any other form acceptable to the Alent Directors and may be under hand only. The instrument of transfer must be signed by or on behalf of the transferor and (except in the case of fully-paid shares) by or on behalf of the transferee. The transferor will remain the holder of the shares concerned until the name of the transferee is entered in the register of members.

Uncertificated shares may be transferred in accordance with the Uncertificated Securities Regulations 1995, transfers being effected by means of a Relevant System (as defined in such Regulations).

The Alent Directors may decline to recognise any instrument of transfer, relating to shares in certificated form, which is:

(a) not in respect of only one class of shares; or
(b) not lodged (duly stamped if required) at the place where Alent plc's register is located accompanied by the relevant share certificate(s), and such other evidence as the Alent Directors may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do). In the case of a transfer by a recognised clearing house, or by a nominee of a recognised clearing house or of a recognised investment exchange, the lodgement of share certificates will only be necessary if and to the extent that certificates have been issued in respect of the shares in question.

The Alent Directors may also, in the case of shares in certificated form, in their absolute discretion refuse to register any transfer of shares (not being fully paid shares or, broadly, shares which are being transferred from a person resident in the US holding the shares in any manner described in Rule 12g3- 2(a)(1) of the US Securities Exchange Act of 1934 (a "US Holder") to a person who is a US Holder) provided that such discretion may not be exercised in such a way as to prevent dealings in the shares of that class from taking place on an open and proper basis.

The Alent Directors may also decline to recognise any allotment or transfer of shares (whether fully paid or not) which is in favour of more than four joint holders. If the Alent Directors refuse to register an allotment or transfer, they must within two months after the date on which (a) the letter of allotment or transfer was lodged with Alent plc; or (b) the operator instruction was received by Alent plc (in the case of shares held in uncertificated form), send to the allottee or transferee notice of the refusal.

There are limitations on shareholdings by US Holders.

3.7 Disclosure of interests in shares

The Disclosure and Transparency Rules require a person who is interested in 3 per cent. or more of the voting rights in respect of Alent plc's issued ordinary share capital to notify his interest to Alent plc (and above that level, any change in such interest equal to 1 per cent. or more). In addition, the Takeover Code contains further provisions pursuant to which a person may be required to disclose his interests in the share capital of Alent plc.

Pursuant to the Alent Articles, if a member, or any other person appearing to be interested in shares held by that member, has been issued with a notice pursuant to section 793 of the Companies Act and has failed in relation to any shares (the "default shares", such expression includes any further shares issued in respect of the shares) to provide Alent plc with the information thereby required within the prescribed period, the following restrictions shall apply:

(a) the member shall not be entitled in respect of the default shares to attend or to vote (either in person or by proxy) at any general meeting or at any separate meeting of the holders of any class of shares or on any poll or to exercise any other right conferred by membership in relation to any such meeting or poll; and
(b) where the default shares represent at least 0.25 per cent. in nominal value of their class:
(i) any dividend or part thereof or other money payable in respect of the shares shall be withheld by Alent plc which shall not have any obligation to pay interest on it and the member shall not be entitled to elect in the case of a scrip dividend to receive shares instead of that dividend; and
(ii) subject, in the case of uncertificated shares, to the CREST Regulations, no transfer, other than an approved transfer, of any shares held by the member shall be registered unless:
- (A) the member is not himself in default as regards supplying the information required; and
- (B) the transfer is of part only of the member's holding and, when presented for registration, the member provides a certificate in a form satisfactory to the Alent Directors that none of the shares which are the subject of the transfer are default shares.

3.8 Issues of shares

Subject to the relevant legislation relating to authority, pre-emption rights and otherwise, and of any resolution of Alent plc in general meeting passed pursuant thereto, the Alent Directors may allot shares in Alent plc and grant options over or otherwise dispose of them to such persons, at such times and on such terms as they think proper.

3.9 General meetings

An annual general meeting shall be held each year within six months of Alent plc's accounting reference date, at such place or places, date and time as may be decided by the Alent Directors. The Alent Directors may, whenever they think fit, call a general meeting. The directors are required to call a general meeting once Alent plc has received requests from its members to do so in accordance with the Companies Act

At least 21 clear days' notice of every annual general meeting and 14 clear days' notice of every other general meeting is required to be given (unless, at the relevant time, either of the conditions set out in sub-section 307 A(2) and sub-section 307 A(3), of the Companies Act have not been met by Alent plc, in which case at least 21 clear days' notice will be required). The accidental omission to give notice to, or the non-receipt of such notice by, any person entitled to receive notice of the meeting will not invalidate any resolution passed or invalidate the proceedings at any such meeting.

No business may be transacted at any general meeting unless the requisite quorum is present when the meeting proceeds to business. Three persons entitled to attend and vote on the business to be transacted, each being a member present in person or a proxy for a member, constitute a quorum.

With the consent of any meeting at which a quorum is present the chairman may adjourn the meeting. Notice of adjournment or of the business to be transacted at the adjourned meeting is not required unless the meeting is adjourned without specifying a new time for 30 days or more. No business may be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.

3.10 Directors' appointments, retirements and removals

The Alent Board shall not be fewer than 5 nor more than 15 in number save that Alent plc may, by ordinary resolution, from time to time vary this minimum and/or maximum number of Alent Directors. An Alent Director is not required to hold any shares in Alent plc.

Alent Directors may be appointed by ordinary resolution or by the Alent Board. A director appointed by the Alent Board must retire from office at the first annual general meeting after his appointment. A director who retires in this way is then eligible for re-appointment.

The Alent Board may appoint one or more directors to any executive office, on such terms and for such period as it thinks fit and it can also terminate or vary such an appointment at any time.

At every annual general meeting, any director who has been appointed by the Alent Board since the last annual general meeting, any director who held office at the time of the two preceding annual general meetings and who did not retire at either of them, and any director who has been in office, other than holding an executive position, for a continuous period of nine years or more at the date of the meeting shall retire from office. Any director who retires at an annual general meeting may offer himself for re-appointment.

Alent plc's shareholders may by ordinary resolution remove any director before the expiration of his period of office in accordance with the Companies Act.

The office of a director shall be vacated if:

(a) he is prohibited by law from acting as a director;
(b) he gives Alent plc a written notice of resignation and the Alent Board accepts this offer;
(c) a bankruptcy order is made against him or he makes any arrangement or composition with his creditors generally;
(d) a court has authorised his detention or a guardian has been appointed or receiver or other person to exercise powers with respect to his property or affairs on the ground of his ill mental health or mental disorder;
(e) he has missed directors' meetings for six months without leave and the Alent Board resolves to remove him from office; or
(f) notice of termination is served or deemed served on him and that notice is given by all of the other directors for the time being.

3.11 Alternate director

Any director may appoint any person (including another Alent Director) to act as an alternate director. The appointment requires the approval of the Alent Board, unless previously approved by the Alent Board or unless the appointee is another Alent Director.

3.12 Directors' meetings

Subject to the Companies Act and to the Articles, the Alent Directors may decide when and where to have meetings and how they will be conducted. A directors' meeting may be called by any director. If no other quorum is fixed by the Alent Directors, three Alent Directors are a quorum. A directors' meeting at which a quorum is present may exercise all the powers and discretions of the Alent Board.

The Alent Board may appoint any director as chairman, deputy chairman or vice chairman and can remove him from that office at any time. Matters to be decided at a directors' meeting will be decided by a majority vote.

All or any of the Alent Directors may take part in a directors' meeting by way of a conference telephone or any communication equipment which allows those participating to hear and speak to each other. A person taking part in this way will be treated as being present at the meeting and will be entitled to vote and be counted in the quorum.

The Alent Board may delegate any of their powers or discretions (with the power to sub-delegate) to committees of one or more Alent Directors and any one or more persons as they think fit. If a committee consists of more than one person, the Articles which regulate directors' meetings and their procedure will also apply to committee meetings unless the directors have made specific regulations in relation to the proceedings of the relevant committees or sub-committees subject to certain restrictions in the Articles.

3.13 Directors' interests in contracts

Save as provided below, a director shall not vote on, or be counted in the quorum in relation to, any resolution of the Alent Board or any committee of the Alent Board in respect of any transaction or arrangement with Alent plc in which he has an interest which may reasonably be regarded as likely to give rise to a conflict of interest. Subject to the provisions of the Companies Act, a director shall be entitled to vote (and be counted in the quorum) (subject to the terms of any authorisation given to that director by the Alent Board) in respect of any resolution at such meeting if the resolution relates to any of the following matters:

(a) a matter in which he has an interest, of which he is not aware, or which cannot reasonably be regarded as likely to give rise to a conflict of interest;
(b) a matter in which he has an interest only by virtue of interests in Alent plc's shares, debentures or other securities or otherwise in or through Alent plc;
(c) the giving to him of any guarantee, security or indemnity in respect of money lent or obligations incurred by him at the request of or for the benefit of Alent plc or any of its subsidiary undertakings;
(d) the giving to a third party of any guarantee, security or indemnity in respect of a debt or obligation of Alent plc or any of its subsidiary undertakings for which he himself has assumed responsibility in whole or in part, either alone or jointly with others, under a guarantee or indemnity or by the giving of security;
(e) where Alent plc or any of its subsidiary undertakings is offering securities in which offer the director is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which the director is to participate;
(f) another company in which he and any persons connected with him do not hold an interest in shares representing 1 per cent. or more of either any class of the equity share capital, or the voting rights, in such company;
(g) an arrangement for the benefit of the employees of Alent plc or any of its subsidiary undertakings which does not award him any privilege or benefit not generally awarded to the employees to whom such arrangement relates;
(h) insurance which Alent plc proposes to maintain or purchase for the benefit of Alent Directors or for the benefit of persons including Alent Directors;
(i) the funding of expenditure by one or more Alent Directors in defending proceedings against them or doing anything to enable such Alent Directors to avoid incurring such expenditure provided that such funding is consistent with, or no more beneficial than the provisions of the Alent Articles and is permitted pursuant to the provisions of the relevant legislation; or
(j) the giving of an indemnity or indemnities in favour of one or more Alent Directors which is/are consistent with, or no more beneficial than any such indemnity provided pursuant to the Alent Articles (and provided such indemnities are permitted pursuant to the relevant legislation).

A director may not vote or be counted in the quorum on any resolution of the Alent Board or committee of the Alent Board concerning his own appointment as the holder of any office or employment with Alent plc or any company in which Alent plc is interested (including fixing or varying the terms of such appointment or its termination).

Where proposals are under consideration concerning the appointments (including fixing or varying the terms of the appointment) of two or more Alent Directors, such proposals may be divided and a separate resolution considered in relation to each director. In each case, each such director (if not otherwise debarred from voting) is entitled to vote (and be counted in the quorum) in respect of each resolution except that resolution concerning his own appointment.

3.14 Directors' fees and expenses

The ordinary remuneration of the Alent Directors is determined by the Alent Directors from time to time except that such remuneration may not exceed £500,000 per annum in aggregate or such higher amount as the Alent Directors may determine to take account of inflation or such higher amount as may from time to time be determined by ordinary resolution of the shareholders.

Any director who holds any executive office (including the office of chairman or deputy chairman or vice chairman), or who serves on any committee of the Alent Directors, or who otherwise performs services which in the opinion of the Alent Directors are outside the scope of the ordinary duties of a director, may be paid extra remuneration by way of salary, commission or otherwise or may receive such other benefits as the Alent Directors may determine.

All of the Alent Directors are entitled to be repaid all reasonable expenses incurred by them in attending and returning from meetings of Alent Directors or of any committee of the Alent Directors or shareholders' meetings or otherwise in connection with the business of Alent plc.

3.15 Pensions and benefits

The Alent Board may exercise all the powers of Alent plc to provide pensions or other retirement or superannuation benefits and to provide death or disability benefits or other allowances or gratuities (by insurance or otherwise) for any person in respect of, or who is or who has at any time been, an Alent Director.

3.16 Directors' liabilities

So far as may be permitted by the Companies Act and the Listing Rules, each Alent Director, former Alent Director and officer of Alent plc and any of its Associated Companies (as defined in section 256 of the Companies Act) shall be indemnified by Alent plc out of its own funds against any liability incurred by him in connection with any negligence, default, breach of duty or breach of trust by him or any other liability incurred by him in the execution of his duties, the exercise of his powers or otherwise in connection with his duties, powers or offices.

The Alent Directors may also purchase and maintain insurance for or for the benefit of any person who is or was a director or officer of any Relevant Company (as defined in the Articles), or any person who is or was at any time a trustee of any pension fund or employees' share scheme in which employees of any Relevant Company are interested, including insurance against any liability (including all related costs, charges, losses and expenses) incurred by or attaching to him in relation to his duties, powers or offices in relation to any Relevant Company, or any such pension fund or employees' share scheme.

So far as may be permitted by the Companies Act and the Listing Rules, Alent plc may provide a director or officer of Alent plc or its Associated Company with defence costs in relation to any criminal or civil proceedings in connection with any negligence, default, breach of duty or breach of trust by him in relation to Alent plc or its Associated Company, or in relation to an application for relief under Section 205(5) of the Companies Act. Alent plc may do anything to enable such director or officer to avoid incurring such expenditure

3.17 Borrowing powers

Subject to the provisions of the relevant legislation, the Alent Board may exercise all the powers of Alent plc to borrow money, mortgage or charge its undertaking, property and uncalled capital, or any part or parts thereof and to issue debentures and other securities, whether outright or as security for any debt, liability or obligation of Alent plc or any third party. The aggregate amount for the time being outstanding in respect of monies borrowed by Alent plc and its subsidiary undertakings and for the time being owing to persons outside Alent plc and its subsidiary undertakings shall not at any time, without the previous sanction of an ordinary resolution of Alent plc, exceed an amount equal to two and a half times the adjusted capital and reserves (as defined in the Articles) or, prior to the production of the first audited accounts of Alent, £700 million.

4 Summary of differences between Cookson Articles and Alent Articles

The Alent Articles will be substantially identical to the Cookson Articles with the exception of:

Borrowing powers

The borrowing limit contained in the Alent Articles (as described in paragraph 3.17 above) has been increased from an amount equal to two times adjusted capital and reserves to two and half times adjusted capital and reserves.

The Cookson Articles currently provide that goodwill be included in the calculation of adjusted capital and reserves. This includes goodwill which was written off against reserves prior to the introduction of changes to UK GAAP which required goodwill to be capitalised and amortised ("Uncapitalised Goodwill"). In contrast to the Cookson Articles, the Alent Articles will provide that Uncapitalised Goodwill be excluded from the calculation of adjusted capital and reserves. This is in order to avoid Alent having to maintain accounting records (which date back in excess of 10 years) solely for the purposes of being able to calculate adjusted capital and reserves, as Uncapitalised Goodwill is not a figure otherwise required to be reported on.

Based on current expectations for Alent, the calculation of adjusted capital and reserves is expected to produce largely the same result if performed on a two times basis including Uncapitalised Goodwill or on a two and a half times basis excluding Uncapitalised Goodwill.

5 Mandatory takeover bids, squeeze-out and sell-out rules

Following Alent Admission, Alent plc will be subject to the provisions of the Takeover Code, including the rules regarding mandatory takeover offers set out in the Takeover Code. Under Rule 9 of the Takeover Code, when (i) a person acquires shares which, when taken together with shares already held by him or persons acting in concert with him (as defined in the Takeover Code), carry 30 per cent. or more of the voting rights of a company subject to the Takeover Code or (ii) any person who, together with persons acting in concert with him, holds not less than 30 per cent. but not more than 50 per cent. of the voting rights of a company subject to the Takeover Code, and such person, or any person acting in concert with him, acquires additional shares which increases his percentage of the voting rights in the company, then, in either case, that person, together with the persons acting in concert with him, is normally required to make a general offer in cash, at the highest price paid by him or any person acting in concert with him for shares in the company within the preceding 12 months, for all of the remaining equity share capital of the company.

The Alent Shares will also be subject to the compulsory acquisition procedures set out in sections 979 to 991 of the Companies Act. Under section 979 of the Companies Act, where an offeror makes a takeover offer and has, by virtue of acceptances of the offer, acquired or unconditionally contracted to acquire not less than 90 per cent. of the shares to which the offer relates and, in a case where the shares to which the offer relates are voting shares, not less than 90 per cent. of the voting rights carried by those shares, that offeror is entitled to compulsorily acquire the shares of any holder who has not accepted the offer on the terms of the offer.

Other than as provided by the Companies Act and the Takeover Code, there are no rules or provisions relating to mandatory bids and/or squeeze-out and sell-out rules in relation to the Alent Shares.

Since Alent plc's incorporation, there has been no takeover offer (within the meaning of Part 28 of the Companies Act) for any Alent Shares.

PART VI INFORMATION ON VESUVIUS

You should read the whole of this document (and the information incorporated by reference into it) and not just rely on key or summarised information.

This Part VI contains forward-looking statements that involve risks and uncertainties. Vesuvius' actual results could differ materially from those anticipated in these forward-looking statements as a result of such risks and uncertainties. You should read the section headed "Cautionary note regarding forward-looking statements" set out at the front of this document and Part III of this document for a discussion of the risks and uncertainties related to these statements.

During the period between the Scheme Effective Time and the Demerger Effective Time (which is expected to be a period of three days), Alent will be part of Vesuvius. Information on Alent is contained in Part V of this document. Alent will cease to be part of Vesuvius with effect from the Demerger Effective Time.

The historical financial information contained in this Part VI has (unless otherwise indicated) been extracted without material adjustment from the historical financial information for Vesuvius, incorporated into this document by reference to Part IX: "Historical Financial Information" of the Vesuvius Prospectus.

PART A: Information on Vesuvius

1 Industry overview

Following the Demerger, Vesuvius will comprise the former Engineered Ceramics and Precious Metals Processing divisions of Cookson. Vesuvius will be organised into three business segments:

Steel, comprising the Engineered Ceramics division's Steel Flow Control and Advanced Refractories businesses;
Foundry, comprising the Engineered Ceramics division's Foundry Technologies and Fused Silica businesses; and
Precious Metals Processing.

Vesuvius estimates that, in 2011, its revenue (including the Precious Metals Processing division at net sales value (revenue excluding precious metals content)) was split by end-market 52 per cent. steel production, 29 per cent. foundry, 10 per cent. other process industries, 7 per cent. precious metals and 2 per cent. solar.

1.1 End-markets

Steel industry

Vesuvius supplies the global steel industry with consumable ceramic "flow control" products used to contain and control the flow of molten steel in the enclosed continuous casting process.

The enclosed continuous casting process enables steel manufactured in a blast furnace or electric arc furnace (i) to be cast directly into blooms on slabs without interruption between two concrete tappings (i.e. continuous casting) and (ii) to remain protected from the atmosphere between tundish and mould (i.e. enclosed).

These products have a short service life (often a matter of a few hours) due to the significant wear caused by the high temperature, high thermal cycling and erosive and corrosive environment in which they operate. The quality of these products impacts both on the quality of the finished metal being produced and also the productivity, profitability and safety of the customer's process. They represent a relatively small proportion of the input costs of the customers of Vesuvius (e.g. less than one per cent. for a steel producer) but their performance is critical to their production processes. Therefore, customers demand high quality and consistent products for these most demanding applications to ensure maximum safety, quality and productivity. Vesuvius is a clear global leader in the flow control market.

Vesuvius also supplies the steel industry and other hot process industries with advanced refractory materials used for lining vessels such as blast furnaces, ladles and tundishes to enable them to withstand high temperatures and/or corrosive attack. These refractory lining materials may be supplied in the form of powder mixes, which are spray applied onto the vessels to be lined ("monolithics") or in pre-formed shapes, bricks or castings.

As both flow control and linings products are consumables, steel production volumes and, in particular, production of higher quality steels made using the enclosed continuous casting process is the critical driver of demand for Vesuvius steel-related products. Further, steel producers are continually striving to improve the enclosed continuous casting process in order to improve production through less downtime and reduced labour costs, increased steel quality, reduced reworking through thinner slab casting and reduced energy usage.

According to the World Steel Association ("WSA"), global steel production in the first half of 2012 was 1 per cent. higher than the first half of 2011 (unchanged for the world excluding China), with the EU (27 countries) 5 per cent. lower, NAFTA 7 per cent. higher, and China 2 per cent. higher. Average monthly steel production volumes in July and August 2012 (according to the WSA) declined by some 3 per cent. for the world excluding China when compared to the average monthly run rate in the first half of the year. Most notably the EU (27 countries) was 11 per cent. lower and the US 3 per cent. lower, both slightly more pronounced than the normal seasonal downturn. In September, rather than the normal seasonal strengthening, there were signs of some further weakening in steel production trends, particularly in the US, Europe and Brazil. The first 9 months of 2012 reflected a continuation of the generally weaker trends seen in the latter months of 2011, particularly in Europe and China. Global steel production was 1,527 million tonnes in 2011, a 6.8 per cent. increase compared to 2010, representing a record level of global steel production. On 11 October 2012 the WSA published its forecast for world steel demand to grow by 3.2% in 2013.

Market trends outside of China are more significant for Vesuvius in the short-term, as China accounted for only around 12 per cent. of Vesuvius' steel-related revenue in 2011. Around two thirds of steel production in China is not yet based on the enclosed continuous casting process, which is the predominant technology in the rest of the world and which uses Vesuvius' steel-related flow control refractory products.

The use of the enclosed continuous casting process for manufacturing steel is expected to increase over time as the Chinese steel industry continues to modernise and demand for higher grade "flat" steel product increases. In November 2011, the Chinese government announced a new five-year plan (2011 to 2015) for the steel industry which targets higher production levels of better quality, more valueadded steel products to be produced in a more environmentally conscious way.

Steel consumption is expected to increase significantly in developing markets such as the BRIC countries as GDP per capita increases. Furthermore, the proportion of flat steel products (typically used in the white goods and automotive industries) is expected to increase relative to long steel products (typically used in the construction industry), in particular in developing markets, as their economies become more consumer, rather than infrastructure, focused.

This growth in the addressable market presents a significant opportunity for Vesuvius' business going forward.

Proportion of flat vs. long steel by region

% flat products per region, 2010

Source WSA, SBB, Vesuvius estimates

Foundry casting industry

Vesuvius supplies ceramic consumables, such as filters and feeding systems, and chemical coatings and binders to foundries which use these products in the production of metal castings. Filters remove slag and inclusions in the molten metal being cast. Feeding systems supply molten metal into the cast during the cooling process to reduce defects and improve yields and productivity by reducing the amount of molten metal required per casting. Coatings and binders are used in the production of the sand moulds and cores for the castings. These products typically represent less than five per cent. of a foundry's production costs but contribute significantly to improving product quality and reducing energy consumption, carbon emissions and raw material wastage. Vesuvius believes that it is the global number one provider of filters, feeding systems and coatings.

The Foundry Technologies business, from which Vesuvius generates 26 per cent. of its revenue, produces castings which are used in a wide variety of engineered products. Based on internal estimates, approximately 40 per cent. of castings (and a similar percentage of the revenue for the Foundry Technologies business) are produced for the vehicle sector, being around 25 per cent. for cars and light trucks ("automotive") and 15 per cent. for heavy trucks. Other end-markets for foundry castings include (i) construction, agriculture and mining machinery, (ii) power generation equipment, (iii) pipes, pumps and valves, (iv) railroad and (v) general engineering equipment.

The foundry market has historically grown broadly in line with GDP. The foundry castings market deteriorated significantly towards the end of 2008 and then demonstrated more "late-cycle" characteristics in its recovery. According to data produced by Modern Casting, and Vesuvius estimates for 2011, foundry casting production (by weight) experienced a CAGR of 2.3 per cent. globally from 2005 to 2011. The highest growth came from ductile iron and steel castings where most of the solutions of the Foundry Technologies business are used. In 2012, following a relatively strong first quarter, a general slowdown in the foundry market started to become evident towards the end of the second quarter and there were indications of a further general slowdown through the third quarter.

Foundry output

Source: Modern Casting, Vesuvius estimates for 2011

The foundry market is highly fragmented and Vesuvius' 15 largest foundry customers represented 10.5 per cent. of the foundry business' invoiced sales in 2011. Similarly, the competition is fragmented and Vesuvius is a recognised global leader. Vesuvius' primary global competitors are active mainly in chemical coatings and binders.

The conditioning of molten metal, the nature of the mould used and, especially, the design of the way metal flows into the mould are key parameters in a foundry, determining both the quality of the finished castings and the labour, energy and metal usage efficiency of the foundry. The average metal yield of a foundry is 1kg of finished casting for 2.5kg of molten metal. Vesuvius provides consumable products and associated services to foundries that improve these yields. Vesuvius believes that it has a significant opportunity as higher technology foundry techniques are adopted more widely, therefore increasing the addressable market. This is particularly applicable in Russia and China, where sales of Vesuvius' products per tonne of casting are significantly lower than in more developed markets such as northern Europe (particularly Germany) and Brazil. This trend is being driven by increasing demand for higher quality castings, and higher metal, energy and labour costs.

Such potential for growth also exists in several other areas, as Vesuvius progressively challenges historical practices and improves penetration of its solutions in NAFTA and Japan.

Foundry division sales (£ per tonnes) of total market by region, 2010

Source: Modern Casting, Vesuvius

Solar industry

One of the principal products in Vesuvius' Fused Silica product line (part of the Foundry business) are Solar Crucibles™, used in the production of multi-crystalline silicon ingots for use in photovoltaic ("solar") panels.

Demand for Solar Crucibles™ fell sharply in the second half of 2011 as a number of customers cut production in response to excess global inventories of finished solar panels. This slowdown has continued into 2012 with demand for Solar Crucibles™ continuing to be very depressed and selling prices remaining under severe pressure. As a result, the closure of the Solar Crucible™ production facility in the Czech Republic was announced in July 2012, and in view of the continuing weakness in the end-market, the closure of one of the two Chinese Solar Crucible™ production facilities was announced on 8 October 2012.

Precious Metals Processing industry

Vesuvius' Precious Metals Processing business ("PMP") is a leading supplier of fabricated precious metals (primarily gold, silver, platinum and palladium) to the jewellery industry in Europe and also has significant precious metal recycling operations. Its principal markets are the UK, France and Spain.

As a general trend, high precious metals commodity prices and weak consumer credit markets have reduced demand in retail jewellery markets over recent years. However, these same trends have stimulated strong growth in the precious metals recycling market as consumers "cash in" their jewellery and other precious metals products. As a consequence, Vesuvius has seen a decline in its retail jewellery business but a compensating increase in the recycling activity, which now accounts for a significant proportion of PMP's activity.

2 Vesuvius business description and activities

2.1 Steel and Foundry business

2.1.1 Overview

Vesuvius is a global leader in metal flow engineering, developing, manufacturing and marketing mission critical advanced ceramic consumable products and systems for demanding applications, primarily in the global steel and foundry industries and in industries that require refractory materials for high temperature, abrasion resistant and corrosion resistant applications such as the aluminium, cement, glass and solar industries. In 2011, the geographic split of the combined Steel and Foundry businesses' revenue was 45 per cent. into developing markets and 55 per cent. into developed markets, with 30 per cent. in Asia-Pacific, 35 per cent. in Europe, 21 per cent. in NAFTA and 14 per cent. in the rest of the world. The Steel and Foundry businesses combined had revenue of £1,686 million and a trading profit of £193.2 million in the year to 31 December 2011 and had revenue of £819.2 million and a trading profit of £86.6 million in the six months to 30 June 2012. As at 30 June 2012, the Steel and Foundry businesses combined had approximately 11,600 employees.

Vesuvius' products are highly specialised ceramics, including shrouds, stoppers, nozzles, slide gates, lining refractories (monolithic and pre-cast) and fluxes for the steel production industry and filters, feeding systems, coatings and binders for the foundry industry.

Vesuvius has developed close, collaborative relationships with industry-leading customers and OEMs and, due to the specialised nature of its products and the high volume in which they are consumed, has developed a global network closely aligned with its customers' locations, with some 70 major manufacturing facilities across the world. Vesuvius attributes its growth to exposure to developing markets, as well as increasing penetration of its products within both developed and developing markets, underpinned by leading technology and service capabilities.

2.1.2 Products

Steel business

Due to the specialised nature of Vesuvius refractory products and the high volumes in which they are consumed, customers frequently demand a source of supply close to their own production sites. In addition, to minimise production downtime, some steel industry customers require suppliers to provide a total process solution as opposed to the provision of products alone. To meet its customers' requirements, Vesuvius offers full systems capability, including refractory design, manufacture, installation and field service. Vesuvius' global network of manufacturing, sales and distribution facilities offers local service on a global basis. Typically,

Vesuvius' products represent a small element of the overall cost of the steel production process, yet they are vital to the overall quality and yield.

The harsh operating environment and potentially dangerous conditions in which steel is poured, involving temperatures in excess of 1,600ºC, impose enormous demands on the refractory systems employed and mean that reliability and longevity are key requirements of Vesuvius' products.

Within the Steel business, there are two principal product lines, Steel Flow Control and Advanced Refractories. In 2011, the Steel business' revenue of £1,078 million was split £533 million for Steel Flow Control and £545 million for Advanced Refractories.

Steel Flow Control

Steel Flow Control products supplied by Vesuvius include: the Viso™ product range, which are isostatically pressed alumina graphite refractories, including ladle shrouds, stopper rods, sub-entry nozzles and shrouds to channel and control the flow of steel from ladle to tundish and from tundish to mould; slide-gate refractories, including shrouds, stoppers, nozzles, plates and speciality shapes for furnace, ladle and tundish slide gate systems; temperature measurement and slag level detection, tundish and mould fluxes and control devices to monitor and regulate steel flow into the mould. These products have been designed to resist extreme thermomechanical stresses and corrosive environments. They must withstand temperature changes from ambient to 1,600ºC in just a few minutes, while resisting liquid steel and slag corrosion for many hours. In addition, the ceramic parts in contact with the liquid steel must not in any way contaminate it. To bring all of these characteristics together in the same products, Vesuvius has designed composite parts combining a variety of special materials. The majority of these products are consumed during the process of making steel and some must be replaced frequently. Demand for Vesuvius' products is thus primarily linked to steel production volumes.

Advanced Refractories

Products of this business include specialist refractory materials for lining steelmaking vessels such as blast furnaces, ladles and tundishes. These are in the form of both monolithics and, to a lesser extent, refractory shapes (e.g. bricks, pads and dams). These linings have applications in coke ovens, hot blast stoves, blast furnaces, transfer ladles, basic oxygen furnaces tundishes, reheating furnaces and electric arc furnaces.

Vesuvius believes it is one of the world's largest manufacturers of monolithic refractory linings for vessels subject to extreme temperatures, corrosion and abrasion. Industrial furnaces operate at temperatures of over 1,000ºC. Their outer shell needs to be protected, either by water cooling or by a layer of refractory material. The latter is more energy-efficient and therefore the most widespread solution.

Key success factors in the linings business are installation technologies, products adapted to fit customers' processes and effective and efficient logistics services, these factors being successfully combined by Vesuvius' R&D centres, its knowledge of customers' processes and its project management capability.

Foundry business

The Foundry business comprises principally the Foundry Technologies business, together with the much smaller Fused Silica business. In 2011, the Foundry business' revenue of £608 million was split £527 million for Foundry Technologies and £81 million for Fused Silica.

Foundry Technologies

Vesuvius, trading as Foseco, is a world leader in the supply of consumable products for use in the foundry casting industry. Typically, its products represent a small element of the overall cost of the foundry processes, yet they are vital to the overall quality and yield. The conditioning of molten metal, the nature of the mould used and, especially, the design of the way metal flows into the mould are key parameters in a foundry, determining both the quality of the finished castings and the labour, energy and metal usage efficiency of the foundry. Vesuvius provides consumable products and associated services to foundries that improve these parameters.

Vesuvius' products are largely single-use by nature, as they are either consumed or transformed during contact with the molten metal during casting. In a typical foundry process, Vesuvius' products may be used in the melting shop, core shop, moulding line and pouring stages. Using the chemical binders and refractory "paints" of Vesuvius, the customer foundries prepare the sand moulds and cores, the quality of which determines the precision and surface finish of the final casting. As liquid metal is transferred from the melting furnace to the casting line, it may be in contact with the molten metal transfer products of Vesuvius, such as insulating ladle linings, and be modified and conditioned by metal treatment equipment and additives. Vesuvius ceramic filters are used within the mould to remove impurities and reduce turbulence during pouring, thereby reducing scrap and improving the mechanical properties of the finished casting. Its feeding systems are also important in the reduction of material waste and improvement of casting quality: its exothermic feeding aids may be employed in the mould to provide secondary heat sources that can control cooling, minimising the adverse effects of shrinkage during solidification, helping to optimise the yield and the quality of the finished casting.

Foundry consumables typically make up less than five per cent. of the total cost of manufacturing the final casting. Foundries are typically small and are often jobbing shops (i.e. producing different castings for different end-markets based on spot demand). They are often relatively unsophisticated in their understanding of the casting process and how they can improve product quality and plant efficiency.

Vesuvius estimates that revenue for the Foundry Technologies product line is broadly split by end-market as follows: general engineering 28 per cent., light vehicles 25 per cent., construction, agriculture and mining 18 per cent., medium and heavy vehicles 15 per cent., railroad 4 per cent., pipes and fittings 2 per cent. and other 8 per cent.

Vesuvius believes that the Foundry Technologies business was significantly enhanced by the acquisition of Foseco plc on 4 April 2008. Foseco plc produced ceramic consumables for foundry and steel casting applications. For the year ended 31 December 2008 (at reported exchange rates and as if Foseco plc had been acquired on 1 January 2008, rather than 4 April 2008), the Foundry Technologies business had revenue and EBITDA of £454.3 million and £79.3 million respectively.

Fused Silica

Vesuvius believes it is one of the world's leading manufacturers of fused silica refractory products. Its Zyarock® fused silica product range is used in a wide variety of highly-demanding industrial applications, such as glass melting and transformation and steel and aluminium casting. Since the late 1990s, Vesuvius has been applying Zyarock® technology to make crucibles used in the manufacture of silicon wafers for photovoltaic solar panels. These Solar Crucibles™ are at the heart of the manufacturing process for multi-crystalline and more recently quasi-mono solar-grade silicon ingots.

Vesuvius also supplies a wide range of fused silica refractories for the manufacture of flat glass and the shaping of safety glass for the automotive and architectural industries.

2.1.3 Customers

Vesuvius supplies advanced consumable products and systems to the global steel and foundry industries, as well as speciality products to the glass and solar industries.

Customers of the Steel business are principally the steel producers themselves but also include the manufacturers of steel production equipment, and include AHMSA, AK Steel, ArcelorMittal, BlueScope, Danieli, Erdemir, Essar, Evraz, Gerdau, Jindal Group, Nucor, Severstal, Shougang, SSAB, Tata Steel, Techint, ThyssenKrupp, Usiminas, US Steel, VAI and Vallourec. The top 10 customers in the Steel business represented 18 per cent. of the invoiced sales of Vesuvius in 2011.

Customers of the Foundry business include Caterpillar, Daimler, Fischer, Iveco, Man, Scania, Teksid, Toyota, Vestas, Volvo, Nippon Electric Glass, REC and First Solar. The top 10 customers in the Foundry business represented 3 per cent. of the invoiced sales of Vesuvius in 2011.

2.1.4 Competitors

Vesuvius is a global market leader in steel flow control. Competitors and their headquarter locations include RHI (Austria), TYK (Japan), Krosaki (Japan), IFGL (India), Magnesita (Brazil), Shinagawa (Japan) and Sinoref (China).

Competition for the Advanced Refractories business is much more fragmented and varies by region. Vesuvius is a regional leader in the UK, NAFTA and South Africa. Competitors and their headquarter locations include RHI (Austria), Magnesita (Brazil), Imerys (France) and Minerals Technologies (USA).

Competition for the Foundry Technologies business is again very fragmented, with Vesuvius being a recognised global leader. Global competitors include ASK and Huttenes Albertus.

2.1.5 Operations

Vesuvius has developed a global network closely aligned with its customers' locations, with some 70 major manufacturing facilities across the world. Vesuvius believes that it is also well positioned to take advantage of relatively low employment cost regions through large facilities in, for example, Poland, the Czech Republic, Mexico, India and China. Vesuvius' facilities are well invested with £240 million of capital expenditure having been spent over the last five years.

Vesuvius has a highly educated, multicultural and dedicated workforce with 30 per cent. having an undergraduate or higher degree. Around 65 per cent. of employees are based in developing markets and over 40 per cent. have been with Vesuvius for 10 years or more. The senior management team are industry professionals with an average of over 20 years of experience in Vesuvius' main end-markets of steel production and foundry casting.

The Steel and Foundry businesses' marketing and sales strategy focuses on delivering overall value for customers, rather than competing on price alone. Through its global presence and advanced technology knowledge, Vesuvius' sales force has a deep understanding of the steel production and foundry casting markets. This technical knowledge, combined with the support of innovative R&D engineers, enables the development of value-added engineering products and bespoke refractory solutions developed alongside its customers. Vesuvius' after-sales technical support services is a valued aspect of the overall offering to customers and is unique in its market place.

2.1.6 Safety

In the autumn of 2008, Vesuvius launched a company-wide plan named "SafetyBreakthrough" and in early 2011 an updated scheme named "Turbo.S" aimed at increasing safety to the highest level within the industry.

Since the start of the safety plan, the level of lost time injuries has declined substantially (as shown below) although Vesuvius targets a zero accident work environment.

Vesuvius lost time injury frequency rate (per 1 million hours worked)

Source: Vesuvius. * 2012 represents 12 months to August 2012

2.1.7 Intellectual property

Vesuvius relies on a combination of trade marks, copyrights, trade secrets, patents and confidential procedures and agreements to protect its proprietary rights.

Trade marks

Vesuvius has registered the marks VESUVIUS and FOSECO in the key territories in which it operates. Vesuvius has also obtained trade mark protection through the registration of individual product brand names, such as VisoTM, Turbostop® impact pads, Sedex® filters, and Solar CruciblesTM, in selected jurisdictions.

Patents

Vesuvius has obtained patent protection and will continue to make efforts to obtain patent protection, when available, in respect of its technologies and processes in the key territories in which it operates.

Vesuvius has approximately 1,400 patents granted with a further approximately 550 pending patent applications, which have been registered in several countries around the world and which cover over 150 separate inventions.

Confidential information

Vesuvius chooses to keep certain of its technical developments secret, rather than apply for patent protection in respect of such developments. These technical developments will remain proprietary to Vesuvius only for so long as they remain confidential and not available to the public. This method of protecting proprietary technology does not prevent third parties from independently developing and using the same technology. Vesuvius enters into confidentiality agreements in its dealings with third parties where they involve the receipt or disclosure of a third party's or Vesuvius' confidential information. These measures afford only limited protection and provide no assurance that the agreements will not be breached by the unauthorised use or disclosure to others of such information. Confidentiality obligations are also imposed on Vesuvius' employees and independent contractors by the inclusion of confidentiality provisions in Vesuvius' contracts of employment and contracts with third party contractors. Where appropriate, non-compete obligations are also imposed on Vesuvius' employees.

2.1.8 Competitive strengths

The Directors believe that Vesuvius benefits from the following key strengths:

Strong market positions serving attractive long-term growth end-markets with capacity to outperform underlying end-market growth

The steel and foundry end-markets to which Vesuvius is exposed display secular growth characteristics. Steel production (by weight) experienced a CAGR of 6 per cent. globally from 2001 to 2011, with the BRIC countries growing at a greater CAGR of 12 per cent. over the same period. According to the average of Credit Suisse and Business Monitor International estimates, steel production (by weight) is expected to grow at a CAGR of 4.1 per cent. globally from 2012 to 2014, with the BRIC countries growing at a CAGR of 4.3 per cent. over the same period. Vesuvius is well positioned, through its high quality product offering and geographic spread, to capture this growth and also benefit from the increased market penetration of higher quality flat steel products, particularly in developing markets. Since 2002, the Steel business' revenue has outpaced the market volume growth in steel in key geographies, including China, India, the US and the EU. For example, from 2002 to 2011, Vesuvius' sales to the steel industry in China grew by 337 per cent., compared to a 275 per cent. growth in steel production volumes. Similarly, from 2002 to 2011, Vesuvius' sales to the steel industry in India grew by 301 per cent., compared to a 148 per cent. growth in steel production volumes. In Brazil, from 2002 to 2011, Vesuvius' sales to the steel industry grew by 214 per cent., compared to a 19 per cent. growth in steel production volumes.

The foundry casting end-market has historically grown in line with GDP. According to data produced by Modern Casting, and Vesuvius estimates for 2011, foundry casting production (by weight) experienced a CAGR of 2.3 per cent. globally between 2005 and 2011. As with the Steel business, Vesuvius' Foundry business is well placed, through its high quality product offering and geographic spread, to benefit from the shift towards higher quality foundry castings, in particular in developing markets. Since 2002, the Foundry business' revenue has outpaced the market volume growth in tonnes of casting produced in key geographies, including China, India, the US and the EU.

Vesuvius also benefits from market-leading positions across many of its product and services portfolio, being a global leader in flow control systems and isostatically pressed refractories, filters, feeding systems and coatings and fused silica crucibles.

Long-standing, blue chip customer partnerships

Vesuvius has developed a large number of long-term, direct relationships with a geographically diverse range of both blue chip and smaller clients across both the Steel and Foundry markets. The average length of relationships with Vesuvius' top five customers of both the Steel and Foundry businesses is more than 15 years. The diversity of Vesuvius' customer base is evidenced by the fact that no customer accounts for more than 10 per cent. of total revenue. Customer loyalty is developed through the engineering of proprietary solutions, long-term consumption of bespoke products, cost optimised local manufacturing and proximity to customer locations.

Mission critical, low cost consumable products enabling value pricing

The systems and ceramic consumables of Vesuvius are often critical to customers' production processes. For example, the continuous casting of steel is a highly demanding process that is critically dependent upon the consistency of product quality and productivity optimisation. Vesuvius provides systems, products and services that allow steel mills to control the flow of metal, and protect it from oxidation and chemical contamination. Vesuvius also designs bespoke ceramic products for individual customers. The Steel business' solutions increase productivity, enhance the quality of steel and improve the safety of the casting process, while representing a fraction of the customer's total production costs (typically less than 1 per cent.).

The foundry process is highly sequential and, similar to the continuous casting of steel, is critically dependent on consistency of quality and productivity optimisation. The Foundry business' solutions allow foundries to reduce defects (and hence reduce labour intensive fettling and cleaning), minimise metal usage requirements (hence reducing cost, energy usage and mould size), influence the metal solidification process (hence increasing metal performance and reducing the weight of pieces) and automate the moulding and casting process for gains in productivity and ease of reproduction.

The value-added nature of Vesuvius' products allows it to compete on overall value offering, rather than price alone, allowing Vesuvius to maintain relatively strong selling prices despite fluctuations in customers' selling prices.

Technology and know-how leadership

Vesuvius is recognised, in many instances, as having a greater knowledge of refractory applications than its customers and, as a result, Vesuvius is often seen by its customers as a technological partner. Innovation is at the heart of Vesuvius' business, as evidenced by Vesuvius having invented the majority of the state-of-the-art technologies that are currently employed in its end-markets. These technologies include foundry filters, feeding systems, isostatic alumina graphite flow control refractories, sub-entry nozzles for thin slab casting, tundish tube changers and fused silica Solar Crucibles™. The bespoke nature of Vesuvius' products, combined with their value-added nature and low proportion of the customer's overall costs, makes it less likely that Vesuvius' customers will switch suppliers and hence leads to long-term customer partnerships. One example of Vesuvius' technological leadership is the robotic casting technology currently being developed by Vesuvius' Steel business to improve safety, quality and productivity for its customers.

Vesuvius has significant R&D resources, including six research centres and eight development units. Vesuvius employs more than 100 PhD level scientists, and has registered approximately 1,400 patents with a further approximately 550 patents pending, covering 150 separate inventions. Furthermore, Vesuvius has in-house testing facilities for foundry filters and flow modelling simulators available in all major regions. Utilising these resources, Vesuvius seeks to develop innovative products for new markets or applications and maintain its reputation as the technology leader in the industries it serves.

Drive for cost leadership and flexibility to manage downturns

The Steel and Foundry businesses have truly global market coverage with approximately 11,600 employees and operations in 39 countries. Vesuvius has a well invested manufacturing base, having spent £240 million of capital expenditure over the last five years, and with some 70 major manufacturing facilities across the world. With several state-of-the-art facilities benefiting from lower operating costs, Vesuvius has also developed a cost-effective manufacturing presence in lower cost countries such as Mexico, Poland, the Czech Republic, India and China. There is a strong geographical alignment between Vesuvius' production facilities and its customer locations.

In addition to a drive for cost leadership, Vesuvius has also focused, in recent years, on improving its financial and operational flexibility. A significant restructuring programme was undertaken in 2009 with eight facilities permanently closed and three others significantly downsized in lower-growth developed markets. Furthermore, Vesuvius believes it has a robust balance sheet with ample liquidity headroom under long-term financing arrangements. Vesuvius also has a flexible workforce, with 16 per cent. of its global workforce being temporary workers, and 28 per cent. being eligible for government-subsidised working hour reduction schemes.

Vesuvius has demonstrated that it is cash generative in downcycles. In 2009, combined Steel and Foundry revenue and trading profit fell materially to £1,131 million (split H1 £543 million and H2 £588 million) and £70.9 million (H1 £11.4 million; H2 £59.5 million) respectively. Revenue recovered substantially in 2010 to £1,495 million (H1 £734 million; H2 £761 million), to be somewhat ahead of revenue in 2008. Trading profit also recovered in 2010 to £177.4 million (H1 £86.8 million; H2 £90.6 million) slightly below the level achieved in 2008. The Steel and Foundry businesses maintained positive trading margins and significant positive cash inflows during this period. The first half of 2011 showed continued improvement with revenue growing to £851 million and trading profit to £98.5 million.

2.1.9 Strategy

Vesuvius plans to maintain and develop its leading position in molten metal flow engineering by enriching its offering to customers both through operational initiatives and through investment opportunities. Operationally, Vesuvius plans to implement an operational excellence programme to bring all operations to a best in class standard, implement on-going cost reduction actions to sustain cost leadership and right-size the business as appropriate for the level of end-market demand. Investment opportunities include focusing R&D on technologies that increase productivity and cut both costs and emissions for customers, as well as enhancing the Vesuvius business model in China to improve margins through value selling.

In addition, Vesuvius intends to continue to round out its portfolio through bolt on acquisitions in high margin segments and selected disposals in low margin activities, enlarge its offering in synergistic segments around metal casting and grow a high value engineering and service offering to customers in metering, control command and simulation both organically as well as through acquisitions and co-operations.

The key elements of Vesuvius' strategy for the Steel and Foundry businesses are:

Maintain technology and innovation leadership position

Vesuvius believes that its leading positions in its markets are maintained through constant innovation in the products and services offered to customers. By developing new technologies and products that add value to its customers' steel production and foundry casting processes, Vesuvius drives demand for its consumables and maintains its advantage over its competitors' products and services.

Enlarge the addressable market through increasing penetration of existing and new valueadded solutions

The trend of rising input costs (metal, energy and carbon taxes) is expected to drive demand for reduced metal scrap, improved insulation and lower casting temperatures in foundries. This favours the higher value-added products and services which Vesuvius supplies. Similarly, increasing demand for higher quality steels and the increased productivity requirements of steel producers, combined with the need to reduce energy usage, metal wastage and emissions, drive increased use of Vesuvius' products and services.

Leverage strong developing market position to capture growth

Currently around half of Vesuvius' revenue is derived from developing markets and this presence is expected to help drive Vesuvius' future growth as demand for higher technology refractories increases in countries such as China, Russia, Ukraine, Brazil and India. Asia currently represents around 65 per cent. of global steel production but represents only 28 per cent. of Vesuvius' revenue, reflecting the lower quality of a significant proportion of the current steel and foundry production in these markets. For example, a large part of steel production in China is not yet based on the enclosed continuous casting technology which uses Vesuvius' steel flow control products. Also, Vesuvius' penetration of the foundry market in China is currently significantly lower than in Northern Europe. As these economies continue to develop and become more consumer-focused, rather than infrastructure-focused, demand for higher quality steels and foundry castings will increase.

Improve cost leadership and margins

Vesuvius has aligned its production footprint to match customer locations and improve cost leadership. Since 2002, the number of Vesuvius operations in developing markets has increased from 23 to 43, whereas the number of sites in developed markets has decreased from 55 to 29 over the same period. As part of this alignment, Vesuvius has established a cost-effective manufacturing presence in lower cost countries such as Mexico, Poland, the Czech Republic, India and China, with investment in state-of-the-art facilities benefitting from lower operating costs. Vesuvius intends to maintain its cost leadership position and will continue to ensure its production footprint is closely aligned with its customer locations in lower cost countries.

Trading profit margins for the Steel and Foundry businesses have been affected by a number of factors in recent years, including non-recurring items, mix effects, re-organisations and cost cutting measures, market dynamics, volumes, material costs, price changes, foreign exchange and synergies from acquisitions. On a net basis, these factors resulted in the combined trading profit margins moving from 14.6 per cent. in the first half of 2008 to 10.6 per cent. in the first half of 2012. Vesuvius will continue to focus on improving its financial and operational flexibility in order to ensure that it is able to react appropriately to changes in end-market conditions. Vesuvius believes that these continued cost reduction actions combined with Vesuvius' strategy of further penetration of its value pricing model, selected bolt-on acquisitions in high margin segments and selected disposals in low margin activities should further improve margins and position Vesuvius well to take advantage of a recovery in the market.

Build a comprehensive offering in metal casting engineering

Improvements in the metal casting process require increased metering and monitoring to enable the reduction of casting temperatures (leading to better metal solidification characteristics), reduction of turbulences and improved detection of slags (to improve quality of the castings), detection of various metallic components (enabling adjustment of composition), simulation of metal flow (to design optimised mould shape) and robotised handling of pieces (enhancing productivity, safety and quality). Vesuvius plans to develop a comprehensive, high value engineering and service offering in these areas of metering and control command.

In addition, Vesuvius will consider selective acquisitions, when appropriate, to further extend its offering in relation to the metal casting engineering and process. The acquisition of SERT in November 2011 and Metallurgica in March 2012 are recent examples of this strategy. SERT, based in France, is believed to be a world leader in the development and manufacture of systems for the automation of the casting process of molten metals within steel mills and foundries. Vesuvius believes that Metallurgica, based in Germany, is one of the world's leading suppliers of fluxes, which are a range of powders used alongside refractory products in the enclosed continuous casting technology for steel production.

Vesuvius' overall objective remains to provide its customers with value-creative solutions that allow value-based pricing and offer them major benefits in process efficiency, energy savings and safety.

2.2 Precious Metals Processing

2.2.1 Overview

Vesuvius' Precious Metals Processing ("PMP") business is a leading supplier of fabricated precious metals (primarily gold, silver, platinum and palladium) to the jewellery industry in Europe and also has significant precious metal recycling operations. On 1 May 2012, the US operations of this division were sold to Richline Group Inc. (a subsidiary of Berkshire Hathaway Inc.), leaving only the European operations in the UK, France, Spain, the Netherlands and Portugal.

PMP products include alloy materials, semi-finished jewellery components and finished jewellery, as well as coin blanks for sovereign mints. PMP has approximately 500 employees and 14 facilities in the UK, France, Spain, the Netherlands and Portugal. Customers of the PMP business include jewellery manufacturers, jewellery retailers and sovereign mints (including the Royal Mint).

In 2011, PMP had revenue of £326 million, net sales value (being revenue less precious metal content) of £132 million and trading profit of £6.2 million. In the first half of 2012, PMP had revenue of £119 million, net sales value of £55 million and trading profit of £9.6 million. These results include both the operations of the European businesses and also the US business up to its disposal on 1 May 2012. The results of the European operations only were as follows: 2011 – revenue of £181.9 million, net sales value of £83.8 million and trading profit of £16.3 million; first half of 2012 – revenue of £76.8 million, net sales value of £39.7 million and trading profit of £7.9 million.

2.2.2 Products

PMP is engaged in almost every stage in the value chain of manufacturing jewellery. PMP's jewellery products fall into four broad product categories:

Semi-finished precious metal alloy products, including rolled sheet, wire, tubing, grain, coinage and powder;
Components and findings: including pins, posts, chain, clasps and connectors;
Finished goods, including earrings, rings and chain pendants; and
Tools, machinery and consumables used in the manufacture of jewellery products, both precious and non-precious.

The process of bringing a piece of gold jewellery to market begins when gold arrives from financial institutions (precious metal consignors) as ingots in minimum 99.5 per cent. pure, 24 carat form. Precise quantities of gold are combined with other metals to produce the desired grade in terms of both colour (e.g. yellow, white or rose) and carat (9, 10, 14 or 18 carat, as required).

The gold alloy is initially converted into semi-finished products through a variety of techniques. These products may be sold as they are or may be processed further by PMP. Further processing involves the conversion of semi-finished products into components such as pins, catches, posts and other components known as "findings". Findings are sold primarily to manufacturers of finished jewellery products. The components are then turned into finished items of jewellery and sold to a variety of wholesalers and retailers who serve all market segments, from mass retail to luxury brands.

PMP provides a precious metal reclaim service in all of its geographic markets, through either the use of its own refining capabilities located in Spain or third-party refiners. PMP's Spanish business, Sempsa, is believed to be the largest precious metal refiner located in that country. Scrap precious metal is sourced from manufacturers, collector agencies and sovereign mints. Scrap trading has been a significant growth driver over recent years, particularly in France and Spain, and now accounts for 49 per cent. of PMP's net sales value in Europe.

2.2.3 Operations and management

The PMP management team possesses strong industry experience gained from time at both PMP and also at other leading companies in the industry. The management team possesses extensive knowledge of the industry and has strong relationships with customers and suppliers.

The division has two main manufacturing operations in Birmingham (UK) and Madrid (Spain) and wholesale distribution and reclaim collection offices in London and Birmingham (UK); Paris, Lyon and Marseille (France); Amsterdam (the Netherlands); Madrid, Cordoba, Valencia and Barcelona (Spain); and Porto (Portugal). These facilities are well invested and no major capital investments are currently required or envisaged.

2.2.4 Funding of PMP inventory

In line with industry practice, PMP generally does not own the precious metals it processes but, instead, uses precious metal supplied by customers or from consigning banks. In the latter case, PMP enters into various precious metal consignment arrangements with precious metals consigning entities (the "Consignors"). The metal which PMP fabricates for its customers may be purchased by PMP from a Consignor and sold concurrently to the customer, or may be consigned and sold directly from a Consignor to PMP's customers, with PMP charging customers only for the fabrication process. As the Consignors retain title and associated risks and rewards of ownership under these arrangements, the value of the physical metal so held is not recognised in PMP's balance sheet. Consequently, the obligations in respect of the consigned metal are not recognised as a liability in PMP's balance sheet. The utilisation of consigned precious metals is established practice in the precious metals industry. PMP's obligations under the consignment agreements, which are uncommitted, are fully guaranteed by Cookson.

As at 30 June 2012, a total of \$499 million of precious metal consignment facilities were provided to PMP by consignors: Scotiabank, HSBC, Standard Chartered, RBS and Commerzbank, and drawings under these facilities totalled \$265 million.

2.2.5 Strategy

The key objectives for PMP's strategy are:

Continue to hold market-leading positions in all its current geographic markets

PMP intends to continue to hold market leadership positions and profitably increase its market share by providing exemplary customer service and a strong value-for-money proposition. It also intends to continue to develop the product range to meet customer requirements with a focus on maintaining and growing margins in a highly competitive market. Continual focus on, and improvement in, cost control, cash management and metal utilisation are also fundamental aspects of the business.

Grow new geographical markets in coin blanks

PMP currently supplies precious metal coin blanks to the sovereign mints in the UK, France, Spain, Portugal and Australia. This is a significant global market in which PMP can grow its share. In-house capacity has recently been enhanced and, based on its growing reputation as a reliable high quality producer, PMP is now seeking to win business in new countries. The reputation of PMP was recently enhanced by being a key player in the production of the London 2012 Olympic medals.

Maximise opportunities in reclaim

Over recent years there has been very strong growth in the precious metals reclaim or recycling market, stimulated by the increasing value of precious metals. PMP believes that it has a strong market reputation for integrity and professionalism and a proven ability to provide a fast and effective service. PMP intends to continue to perform strongly in this highly attractive market. Strong customer relationships support this proposition in all markets where PMP is geographically present. There is also the opportunity to grow outside these markets. This proposition is ably supported by internal refining capabilities located in Madrid.

Further, PMP has developed a fully traceable and ISO supported range of recycled products branded ECOGOLD and ECOSILVER, responding to corporate social responsibility and sustainable development concerns.

Growth in new markets based on technical innovation

New technology is now available for the jewellery and watch precious metals industry in the form of 3D additive manufacturing, an innovative and market changing technology which allows design-driven manufacturing. PMP has partnered with the market leader in this technology, to produce proven solutions for the jewellery and watch precious metals industry. Complex parts can be made using CAD/CAM technology that were either not possible or too expensive to produce with current technology. PMP will provide a full OEM solution for the customer, potentially putting PMP at the forefront of an exciting new development for the jewellery and watch precious metals market.

2.3 History of Vesuvius as part of the Cookson Group

Vesuvius joined the Cookson Group following Cookson's acquisition of Vesuvius Crucible Company of Pittsburgh, a global supplier of ceramics to the steel industry, in 1986 and 1987 (a 50 per cent. stake was acquired in each year). In 1989, Flo-Con Systems Inc. was acquired as a further addition to the Vesuvius business. In 1994, the European precious metals fabrication business of Johnson Matthey was acquired. The business was further enlarged in 1998 with the acquisition of two UK refractories businesses, Flogates Limited and KSR International. In 1999, Premier Refractories International Inc., a linings business, was acquired. In 2008, the acquisition of Foseco plc, which produced ceramic consumables for foundry and steel casting applications, was completed.

Vesuvius now comprises three business segments: the Steel and Foundry businesses, both of which are providers of engineered ceramics, and the significantly smaller Precious Metals Processing business.

PART B: Impact of Demerger on Financial Information of Vesuvius

The historical financial information relating to Vesuvius contained in this part B of this Part VI has been extracted without material adjustments from the historical financial information for Vesuvius contained in Part IX "Historical Financial Information" of the Vesuvius Prospectus.

The historical financial information on Vesuvius included in Part IX: "Historical Financial Information" of the Vesuvius Prospectus has been prepared according to the basis of preparation as detailed in note 2.2 of Section B of that Part IX. The historical financial information contained in Part IX of the Vesuvius Prospectus does not constitute statutory accounts within the meaning of section 434 of the Companies Act.

This part B of this Part VI contains forward-looking statements that involve risks and uncertainties. Vesuvius' actual results could differ materially from those anticipated in these forward-looking statements as a result of such risks and uncertainties. You should read the section headed "Cautionary note regarding forward-looking statements" set out at the front of this document and Part III of this document for a discussion of the risks and uncertainties related to these statements.

This section provides further details on the treatment in the historical financial information of a number of income statement, cash flow and balance sheet items in order to provide a better understanding of how Vesuvius' financial statements will be presented as a standalone business following the Demerger.

You should read the whole of this document and not rely solely on the historical financial information set out in this Part VI.

1 Central costs

Throughout the three years ended 31 December 2011 (the "Reporting Period"), Cookson Group has incurred costs within its central headquarters in London. These costs have been deducted from the underlying trading results of Cookson Group's three divisions—Engineered Ceramics, Performance Materials and Precious Metals Processing—in arriving at the results for Cookson Group as a whole. These centrally incurred costs, and their treatment in Cookson's historical financial information, can be analysed as follows:

"Unallocated central costs": headquarter costs (e.g. Cookson Board costs) relating to Cookson Group's operations as a public company. These costs have historically not been allocated to Cookson's three divisions as any allocation would have been arbitrary in nature.
"Allocated central costs": headquarter costs (e.g. tax and treasury functions) which relate to the management and oversight of Cookson Group's three divisions. These costs have historically been allocated to the three businesses in proportion to their revenue.

In producing the historical published financial statements on Vesuvius included in Part IX: "Historical Financial Information" of the Vesuvius Prospectus, all of the "Unallocated central costs" relating to Cookson's central headquarters have been included in the historical financial information for Vesuvius, with no allocation to Alent. This is because any allocation would be arbitrary in nature and may not reflect properly the headquarter costs as would have been incurred by Vesuvius had it been a standalone business throughout the Reporting Period. The historical financial information for Vesuvius also reflects the "Allocated costs" relating to Cookson's central headquarters, these costs having historically been allocated against the Engineered Ceramics and Precious Metals Processing divisions of Cookson Group in its historical published financial statements. The following table shows the impact of these unallocated and allocated central headquarters costs on Vesuvius' historical results:

	FY 2009	FY 2010	FY 2011	HY 2011 (unaudited)	HY 2012 (unaudited)
			(£m)
Trading profit, as reported	72.5	181.1	190.6	100.9	91.2
Allocated central costs .	4.7	9.0	5.8	3.7	1.2
Unallocated central costs .	7.3	9.0	8.8	4.3	5.0
Trading profit before all central
costs	84.5	199.1	205.2	108.9	97.4
EBITDA¹ , as reported	116.8	226.5	238.3	124.4	114.3
Allocated central costs .	4.7	9.0	5.8	3.7	1.2
Unallocated central costs .	7.3	9.0	8.8	4.3	5.0
EBITDA before all central
costs	128.8	244.5	252.9	132.4	120.5

Notes:

(1) Refer to paragraph 17.2 of Part XII of this document for definitions.
(2) In producing the trading profit or EBITDA for the three divisions of Vesuvius (Steel, Foundry and Precious Metal Processing), the allocated central costs noted above would have been allocated between them based on their relative contribution to Vesuvius' total revenue.
(3) For comparison purposes with the above information, the trading profit before all central costs (both allocated and unallocated) of Vesuvius in FY 2008, assuming that Foseco plc had been acquired on 1 January 2008, rather than on 4 April 2008, was £196.4 million and EBITDA, on the same basis of calculation, was £236.7 million.

For the year ending 31 December 2013, the central headquarter costs which will need to be deducted from the aggregate segmental results for Vesuvius' three businesses to arrive at the results for the Vesuvius business as a whole, are expected to be approximately £14 million.

2 Net debt

On the Demerger, the net debt of Cookson Group immediately prior to the Demerger will be apportioned to Vesuvius and Alent broadly in proportion to the contribution each has made to Cookson Group's total EBITDA for the 12 months prior to the date of the Demerger. The approximate split of Cookson Group's net debt at the date of the Demerger is expected to be 66 per cent. for Vesuvius and 34 per cent. for Alent.

3 Pension liabilities

Based on the allocation of Cookson Group's pension liabilities set out in paragraph 10 of Part II of this document, of the total Cookson Group net employee benefits deficit of £81 million as at 30 June 2012, £55 million has been apportioned to Vesuvius, with the remaining £26 million being apportioned to Alent. However, it should be noted that the level of net employee benefits deficit for Vesuvius as at the date of the Demerger will reflect any changes in the level of the deficit or surplus of the various plans that occur between 1 July 2012 and the date of the Demerger. In particular, the portion of the mitigation payment made just prior to Demerger in respect of the UK Plan should significantly improve the funding position of this plan as at the date of the Demerger.

4 Finance costs

In accordance with the basis of preparation of the Vesuvius historical financial information for the Reporting Period, the finance costs relating to Cookson borrowings (which include the US Private Placement loan notes and the Cookson syndicated bank facility) have been reported as finance costs of Vesuvius and therefore the historical finance costs of Vesuvius are not necessarily representative of those that would have been reported had Vesuvius been an independent group during the Reporting Period; nor are they therefore necessarily representative of the finance costs that may arise in the future.

Based on the above allocations of Cookson Group's net debt and pension liabilities between Vesuvius and Alent, net finance costs for Vesuvius and Alent for the year ending 31 December 2013 (as a proportion of total finance costs that would otherwise have been incurred by Cookson Group if the Demerger was not to take place) are expected to be split approximately as follows:

	Vesuvius	Alent	Total
Interest payable on borrowings .	67%	33%	100%
Pension interest (being interest on retirement benefit obligations
less the expected return on retirement benefit assets)	80%	20%	100%

5 Tax charges and effective tax rate

As stated above, for the purposes of its historical financial information, the profit before tax reported for Vesuvius in the Reporting Period is stated having borne a level of borrowings costs and central headquarter costs both of which are expected to be lower immediately after the Demerger. In addition, the tax charges recorded in the historical income statement of Vesuvius have been affected by tax arrangements within the Cookson Group. As a consequence therefore, the historical tax charges and the effective tax rate of Vesuvius reflected in its historical financial information are neither necessarily representative of those that would have been reported had Vesuvius been an independent group during the Reporting Period; nor are they therefore necessarily representative of the tax costs and effective tax rate that may arise in the future.

For FY 2013, the effective tax rate (on a cash tax basis and before the share of post-tax results from joint ventures) on headline profit before tax is expected to be in the range of 24 to 25 per cent.

On the Demerger, Vesuvius will have significant gross tax losses and unrelieved interest in the US (which as at 31 December 2011 were estimated to be approximately \$530 million (£342 million) with a tax value of \$204 million (£131 million)), which are available to offset future taxable US income. Further details of the tax value of these gross losses and their duration (along with details of the tax value of losses in other countries) as at 31 December 2011 is detailed in note 11.4 of the historical financial information contained in Section B of Part IX "Historical Financial Information" of the Vesuvius Prospectus.

6 Restructuring charges

Restructuring charges taken by Vesuvius in the Reporting Period include initiatives to further improve business performance and to reduce operating costs.

Restructuring charges are expected to be approximately £35 million in FY 2012 and approximately £5 million per annum thereafter. Of the expected £35 million in FY 2012, £30 million relates to non-cash asset write-offs and £5 million to cash-related items (principally redundancies). The non-cash asset writeoffs of £30 million, principally relates to the closure of two Solar Crucible™ facilities; one in the Czech Republic and one in China.

The cash outflow in respect of restructuring is expected to be approximately £10 million in FY 2012 and approximately £5 million per annum thereafter.

The 8 October interim management statement noted that, in response to the current difficult trading environment, more substantial restructuring and cost reduction measures may be required as necessary. Any such measures are not reflected in the guidance noted above.

7 Capital expenditure

Capital expenditure comprises payments made to acquire property, plant and equipment necessary to maintain and grow Vesuvius' operations.

Capital expenditure is expected to be approximately £50 million in FY 2012 (1.1 times depreciation) and approximately £45 million in FY 2013 (1.0 times depreciation).

PART C: Information on Vesuvius plc

1 Incorporation, registered office and activity

Vesuvius plc was incorporated with the name Vesuvius Technologies plc on 17 September 2012 and registered in England and Wales with registered number 8217766 as a public company limited by shares. The company's name was changed to Vesuvius plc on 18 October 2012.

The principal legislation under which Vesuvius plc operates and under which the Vesuvius Shares have been created is the Companies Act and regulations made thereunder.

Vesuvius plc is domiciled in England and Wales. The address of its registered and head office is 165 Fleet Street London, EC4A 2AE and its telephone number is +44 (0)20 7822 0000.

Vesuvius plc has not traded since its incorporation.

KPMG LLP, whose address is 15 Canada Square, Canary Wharf, London E14 5GL, is the auditor of Vesuvius plc, and has been the only auditor of Vesuvius plc since its incorporation and is a member firm of the Institute of Chartered Accountants in England and Wales.

2 Vesuvius Shares

2.1 Initial share capital

On incorporation, Vesuvius plc's share capital consisted of one ordinary share with a par value of £1.00 (the "Vesuvius Subscriber Share") which was issued, fully paid, to the Initial Vesuvius Shareholder.

On 18 September 2012, 50,000 redeemable non-voting preference shares of £1.00 each (the "Vesuvius Redeemable Preference Shares") were issued to the Initial Vesuvius Shareholder at par value credited as fully paid to enable Vesuvius plc to obtain a trading certificate pursuant to section 761 of the Companies Act.

2.2 Authorities

At a general meeting of Vesuvius plc held on 31 October 2012, the Initial Vesuvius Shareholder resolved, inter alia, that:

(i) Vesuvius plc be authorised to appear by counsel at all necessary Court hearings and to undertake to the Court to be bound by the Scheme and the Vesuvius Directors be authorised to execute and do or procure to be executed and done all such documents, acts and things as may be necessary or desirable to be executed or done by it for the purpose of giving effect to the Scheme;
(ii) new Vesuvius Articles (as described in paragraph 3 of this Part C of Part VI) be approved and adopted;
(iii) with effect from the Scheme Effective Time, the Vesuvius Subscriber Share be converted into and redesignated as a deferred share of £1.00 (the "Vesuvius Deferred Share") having the rights and being subject to the conditions set out in the Vesuvius Articles as adopted pursuant to resolution (ii) above;
(iv) subject to and conditional upon the Scheme becoming effective, the share capital of Vesuvius plc be reduced by:
(a) cancelling and extinguishing paid-up capital on each of the Vesuvius Shares in issue immediately prior to the confirmation by the Court of the Vesuvius Capital Reduction to the extent that the amount paid up on each such Vesuvius Share immediately following such cancellation shall be 10 pence; and
(b) reducing the nominal value of each of the Vesuvius Shares to 10 pence,

and in respect of the paid-up capital cancelled pursuant to paragraph (a) above:

(A) part thereof be repaid, which repayment shall be satisfied by the transfer by Vesuvius plc to Alent plc of the entire issued share capital of Alent Investments Limited, in consideration of the allotment and issue by Alent plc of one Alent Share credited as fully paid for each Vesuvius Share held by the Vesuvius Shareholders at the Demerger Record Time; and

(B) the balance (if any) thereof be retained by Vesuvius plc and transferred to the reserves of Vesuvius plc to be available for future distributions by Vesuvius plc from time to time or applied by Vesuvius plc from time to time toward any other lawful purpose to which such reserves may be applied;
(v) the Demerger be approved and, in connection with the Demerger:
(a) the Vesuvius Directors be authorised and instructed to do or procure to be done all such acts and things on behalf of Vesuvius plc and any of its subsidiaries as they consider necessary or expedient for the purpose of giving effect to the Demerger; and
(b) the entry by Vesuvius plc into the Separation Agreements and such other documents as the Vesuvius Directors deem to be necessary or desirable for the purpose of giving effect to the Demerger be and are hereby approved and the Vesuvius Directors (or a duly authorised committee of the Vesuvius Directors) be authorised to carry the same into effect;
(vi) with effect from the Scheme Effective Time, the Vesuvius Directors be generally and unconditionally authorised:
(a) pursuant to and in accordance with section 551 of the Companies Act to exercise all the powers of Vesuvius plc to allot shares or grant rights to subscribe for or convert any security into shares (as defined in section 551(1) of the Companies Act) in Vesuvius plc:
- (A) as required for the purposes of the Scheme;
- (B) up to a maximum aggregate nominal amount of £9,278,581 (representing approximately one third of the expected issued ordinary share capital of Vesuvius plc immediately after the Demerger Effective Time); and
- (C) comprising equity securities (as defined in section 560(1) of the Companies Act) up to a further nominal amount of £9,278,581 in connection with an offer by way of rights issue,

such authorities to expire at the end of the next annual general meeting of Vesuvius plc or on 30 June 2013, whichever is the earlier, but, in each case, so that Vesuvius plc may make offers and enter into agreements during the relevant period which would, or might, require relevant securities to be allotted after the authority ends.

For the purposes of this resolution "rights issue" means an offer to Vesuvius Shareholders in proportion (as nearly as may be practicable) to their existing holdings, to subscribe 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 Vesuvius 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;

(vii) with effect from the Scheme Effective Time and subject to the passing of resolution (vi)(a) above, the Vesuvius 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 (B) of resolution (vi)(a) above or where the allotment constitutes an allotment of equity securities by virtue of section 560 of the Companies Act in each case:
- (A) in connection with a pre-emptive offer; and
- (B) otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £1,391,787; and
(b) pursuant to the authority given by paragraph (C) of resolution (vi)(a) 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 of Vesuvius plc or on 30 June 2013, whichever is the earlier, but so that Vesuvius plc 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: "rights issue" has the same meaning as in resolution (vi)(a) above; "pre-emptive offer" means an offer of equity securities open for acceptance for a period fixed by the Vesuvius Directors to holders (other than Vesuvius plc) on the register on a record date fixed by the Vesuvius Directors of Vesuvius Shares in proportion to their respective holdings, but subject to such exclusions or other arrangements as the Vesuvius 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; and 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 Vesuvius plc, the nominal amount of such shares which may be allotted pursuant to such rights;

(viii) with effect from the Scheme Effective Time, pursuant to the Vesuvius Articles (as adopted pursuant to resolution (ii) above), 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 Vesuvius plc of the Vesuvius Shares, provided that:
(a) the maximum number of Vesuvius Shares which may be purchased shall be 27,835,743 ordinary shares of 10 pence each;
(b) the minimum price which may be paid for each Vesuvius Share shall not be less than the nominal value of the Vesuvius Shares at the time of purchase;
(c) the maximum price which may be paid for each Vesuvius Share shall be an amount equal to the higher of (i) 105 per cent. of the average of the closing price of the Vesuvius 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
(d) this authority shall expire at the end of the next annual general meeting of Vesuvius plc or on 30 June 2013, 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);
(ix) with effect from the Scheme Effective Time, Vesuvius plc 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 during the period from the date of the passing of the resolution to the end of the next annual general meeting of Vesuvius plc or 30 June 2013, whichever is the earlier:
(a) to make political donations to political parties, and/or independent election candidates;
(b) to make political donations to political organisations other than political parties; and
(c) to incur political expenditure,

up to an aggregate amount of £100,000, and the amount authorised under each of paragraphs (a) to (c) above 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;

(x) a general meeting of Vesuvius plc other than an annual general meeting may be called on not less than 14 clear days' notice;
(xi) conditional on the Demerger becoming effective, Vesuvius plc be authorised to repurchase the Vesuvius Deferred Share for no consideration and the Vesuvius Deferred Share subsequently be cancelled;
(xii) Vesuvius plc be authorised, subject to and in accordance with the provisions of the Companies Act and the Vesuvius Articles, to send, convey or supply all types of notices, documents or information to Vesuvius Shareholders by means of electronic equipment for the processing (including digital compression), storage and transmission of data, employing wires, radio optical technologies, or any other electromagnetic means, including by making such notices, documents or information available on a website; and
(xiii) subject to and conditional upon the approval of the Cookson Shareholders and the Scheme becoming effective and with effect from the Scheme Effective Time, the establishment of the Vesuvius Share Plan, the principal terms of which are summarised in paragraph 8.2 of Part XII, be approved and:
(a) the Vesuvius Directors be and are hereby authorised to make such amendments to the Vesuvius Share Plan as may be necessary to obtain HM Revenue & Customs approval to the same and to do all things necessary or expedient to carry the Vesuvius Share Plan into effect; and
(b) the Vesuvius Directors be and are hereby authorised to establish further employee share plans based on the Vesuvius Share Plan, but modified to take account of local tax, exchange control or securities laws in any overseas jurisdiction provided that the shares made available under such further employee share plans are treated as counting towards the limits on participation in the Vesuvius Share Plan.

2.3 Vesuvius plc share capital

At the date of this document, the issued and fully paid share capital of Vesuvius plc is as follows:

Class of share	Number of shares in issue	Total nominal value
Ordinary share with a par value of £1.00	1	£ 1
Vesuvius Redeemable Preference Shares with a par value
of £1.00	50,000	£50,000

Pursuant to the Scheme, Vesuvius plc will issue Vesuvius Shares, credited as fully paid, to Cookson Shareholders on the basis of one Vesuvius Share for every one Cookson Share held at the Scheme Record Time. It is proposed then to convert the Vesuvius Subscriber Share into the Vesuvius Deferred Share. Accordingly, the issued and fully paid share capital of Vesuvius plc following Vesuvius Admission (before the Vesuvius Capital Reduction becomes effective pursuant to the Demerger) is expected to be as follows (on the assumption that no new Cookson or Vesuvius Shares will be issued between the date of this document and the Scheme Effective Time).

Class of share	Number of shares in issue		Total nominal value
Vesuvius Shares	278,357,433		£278,357,433
Vesuvius Deferred Share	1	£	1
Vesuvius Redeemable Preference Shares	50,000	£	50,000

Pursuant to the Demerger, the share capital of Vesuvius plc will be reduced and Alent plc will issue Alent Shares, credited as fully paid, to the holders of Vesuvius Shares in consideration for the transfer to Alent plc of the Performance Materials Business.

As at the date of this document, Cookson does not hold any Cookson Shares in treasury. As at the date of this document, Vesuvius plc does not hold any Vesuvius Shares in treasury.

No commissions, discounts, brokerages or other special terms have been granted in respect of the issue of any share capital of Vesuvius plc.

Application will be made to the UK Listing Authority and the London Stock Exchange for up to 278,700,000 Vesuvius Shares to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's market for listed securities, respectively. As at the date of this document, no Vesuvius Shares are admitted to trading on a regulated market. If the Scheme proceeds as currently envisaged, it is expected that Admission will become effective, and that dealings in the Vesuvius Shares will commence on the London Stock Exchange, at 8.00 a.m. (London time) on 17 December 2012. The Vesuvius Shares have not been marketed to, and are not available in whole or in part for purchase by, the public in the United Kingdom or elsewhere in connection with the introduction of the Vesuvius Shares to the premium listing segment of the Official List. No application has been or is currently intended to be made for the Vesuvius Shares to be admitted to listing elsewhere or dealt in on any other exchange.

The Vesuvius Shares are in registered form and capable of being held in certificated or uncertificated form. Application has been made to Euroclear for the Vesuvius Shares to be enabled for dealings through CREST as a participating security. No temporary documents of title will be issued. The International Securities Identification Number (ISIN) for the Vesuvius Shares is GB00B82YXW83. The rights attaching to the Vesuvius Shares are set out in paragraph 3 of this Part C of Part VI of this document.

3 Summary of the Vesuvius Articles

The Vesuvius Articles, adopted by a special resolution of Vesuvius plc passed on 31 October 2012, contain, inter alia, provisions to the following effect:

3.1 Objects

Section 31 of the Companies Act provides that the objects of a company are unrestricted unless any restrictions are set out in its articles of association. There are no such restrictions in the Vesuvius Articles and the objects of Vesuvius plc are therefore unrestricted.

3.2 Rights attaching to Vesuvius Shares

(i) Voting rights
(a) Subject to the Vesuvius Articles generally and to any special rights or restrictions attached to any class of shares, at a general meeting, every shareholder who is present in person and every duly appointed proxy has one vote on a show of hands, and on a poll every shareholder who is present in person or by proxy has one vote for every ordinary share of which he is the holder. A shareholder entitled to attend and vote at a general meeting is entitled to appoint a proxy or proxies to exercise all or any of his rights to attend and speak and vote in his place. A shareholder may appoint more than one proxy in relation to a general meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by the shareholder. Proxies need not be shareholders of Vesuvius plc. For the purposes of determining which persons are entitled to attend or vote at a meeting and how many votes such person may cast, Vesuvius plc may specify in the notice of the meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the register of members in order to be entitled to attend or vote at the meeting.
(b) No shareholder will, unless the Vesuvius Directors otherwise determine, be entitled in respect of any share held by him, to vote either personally or by proxy at a general meeting, or to exercise any other right conferred by membership in relation to general meetings, if any call, or other sum presently payable by him to Vesuvius plc in respect of that share, remains unpaid; or he, or any person who appears to be interested in the shares held by him, has been served with a notice pursuant to section 793 of the Companies Act, and is in default for the prescribed period.
(ii) Joint holders

(iii) Dividends

Vesuvius plc may by ordinary resolution declare dividends, provided that no dividend may exceed the amount recommended by the Vesuvius Directors. Dividends must be paid out of profits available for distribution. The Vesuvius Directors may also from time to time pay interim dividends on shares of any class of such amounts, on such dates, and in respect of such periods as they think fit.

The Vesuvius Directors may offer shareholders the right to elect to receive, in lieu of dividend (or part thereof), specific assets (and in particular new shares or debentures of any other company credited as fully paid). Before they may do this, the shareholders must have passed an ordinary resolution authorising the Vesuvius Directors to make the offer.

The Vesuvius Directors may retain any dividend payable on or in respect of a share on which Vesuvius plc has a lien and may apply the same in or towards satisfaction of the monies payable to Vesuvius plc in respect of that share. Any dividend unclaimed after a period of 12 years after it was declared will be forfeited and revert to Vesuvius plc.

The Vesuvius Directors may withhold payment of all or any part of dividends or other monies payable in respect of Vesuvius plc's shares from a person with 0.25 per cent. interest or more if such person has been served with a notice after failure to provide Vesuvius plc with information concerning interest in those shares required to be provided under the Companies Act.

3.3 Rights attaching to Vesuvius Redeemable Preference Shares

(a) Voting rights

The Vesuvius Redeemable Preference Shares carry no rights to receive notice of or attend and vote at any General Meeting of Vesuvius plc unless a resolution is to be proposed to wind up Vesuvius plc, or to vary, modify, alter or abrogate any of the rights attaching to the Vesuvius Redeemable Preference Shares.

(b) Participation in profits or assets

The Vesuvius Redeemable Preference Shares carry no rights to participate in the profits or assets of Vesuvius plc, except as set out below.

If there is a return of capital on winding-up or otherwise, the assets of Vesuvius plc available for distribution among the members shall be applied first in repaying in full to the holder of the Vesuvius Redeemable Preference Shares the amount paid up on such shares.

Subject to the provisions of the Companies Act, Vesuvius plc may redeem the Vesuvius Redeemable Preference Shares at their nominal amount at any time specified by either the Vesuvius Directors or the holders of the Vesuvius Redeemable Preference Shares. On the redemption of any Vesuvius Redeemable Preference Shares, such share shall be cancelled.

3.4 Rights attaching to Vesuvius Deferred Share

Prior to the Scheme Effective Time, the holder of the Vesuvius Deferred Share shall have the same rights as any holder of ordinary shares has in respect of those shares.

With effect from the Scheme Effective Time:

(a) the Vesuvius Deferred Share shall carry no rights to receive any of the profits of Vesuvius plc available for distribution by way of dividend or otherwise;
(b) except as provided below, the Vesuvius Deferred Share shall carry no rights to participate in profits or assets of Vesuvius plc;
(c) if there is a return of capital on winding-up or otherwise, the assets of Vesuvius plc available for distribution among the members shall be applied first in repaying in full to the holder of the Vesuvius Deferred Share the amount paid up on such share; and
(d) the holder of the Vesuvius Deferred Share shall not be entitled to receive notice of or attend and vote at any General Meeting of Vesuvius plc unless a resolution is to be proposed which varies, modifies, alters or abrogates any of the rights attaching to the Vesuvius Deferred Share.

3.5 Variation of rights

Whenever the share capital of Vesuvius plc is divided into different classes of shares, the special rights attached to any class may be varied or abrogated, subject to the provisions of the Companies Act, either (a) with the consent in writing of the holders of three-quarters in nominal value of the issued shares of that class, or (b) with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class. At every separate meeting, the necessary quorum is two persons holding, or representing by proxy, not less than one-third in nominal value of the issued shares of the class (but at any adjourned meeting any holder of shares of the class present, in person or by proxy, will be a quorum). Any holder of shares of the class present in person or by proxy may demand a poll and every such holder will, on a poll, have one vote for every share of the class held by him.

The special rights attached to any class of shares will not, unless otherwise expressly provided by the terms of issue, be deemed to be varied by (a) the creation or issue of further shares ranking, as regards participation in the profits or assets of Vesuvius plc, in some or all respects equally with them but in no respect in priority to them, or (b) the purchase or redemption by Vesuvius plc of any of its own shares.

3.6 Transfer of shares

All transfers of shares which are in certificated form may be effected by transfer in writing in any usual or common form or in any other form acceptable to the Vesuvius Directors and may be under hand only. The instrument of transfer must be signed by or on behalf of the transferor and (except in the case of fully-paid shares) by or on behalf of the transferee. The transferor will remain the holder of the shares concerned until the name of the transferee is entered in the register of members.

Uncertificated shares may be transferred in accordance with the Uncertificated Securities Regulations 1995, transfers being effected by means of a Relevant System (as defined in such Regulations).

The Vesuvius Directors may decline to recognise any instrument of transfer, relating to shares in certificated form, which is:

(i) not in respect of only one class of shares; or
(ii) not lodged (duly stamped if required) at the place where Vesuvius plc's register is located accompanied by the relevant share certificate(s), and such other evidence as the Vesuvius Directors may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do). In the case of a transfer by a recognised clearing house, or by a nominee of a recognised clearing house or of a recognised investment exchange, the lodgement of share certificates will only be necessary if and to the extent that certificates have been issued in respect of the shares in question.

The Vesuvius Directors may also, in the case of shares in certificated form, in their absolute discretion refuse to register any transfer of shares (not being fully paid shares or, broadly, shares which are being transferred from a person resident in the US holding the shares in any manner described in Rule 12g3-2(a)(1) of the US Securities Exchange Act of 1934 (a "US Holder") to a person who is a US Holder) provided that such discretion may not be exercised in such a way as to prevent dealings in the shares of that class from taking place on an open and proper basis.

The Vesuvius Directors may also decline to recognise any allotment or transfer of shares (whether fully paid or not) which is in favour of more than four joint holders. If the Vesuvius Directors refuse to register an allotment or transfer, they must within two months after the date on which (a) the letter of allotment or transfer was lodged with Vesuvius plc; or (b) the operator instruction was received by Vesuvius plc (in the case of shares held in uncertificated form), send to the allottee or transferee notice of the refusal.

There are limitations on shareholdings by US Holders.

3.7 Disclosure of interests in shares

The Disclosure and Transparency Rules require a person who is interested in 3 per cent. or more of the voting rights in respect of Vesuvius plc's issued ordinary share capital to notify his interest to Vesuvius plc (and above that level, any change in such interest equal to 1 per cent. or more). In addition, the Takeover Code contains further provisions pursuant to which a person may be required to disclose his interests in the share capital of Vesuvius plc.

Pursuant to the Vesuvius Articles, if a member, or any other person appearing to be interested in shares held by that member, has been issued with a notice pursuant to section 793 of the Companies Act and has failed in relation to any shares (the "default shares" and such expression includes any further shares issued in respect of the shares) to provide Vesuvius plc with the information thereby required within the prescribed period, the following restrictions shall apply:

(i) the member shall not be entitled in respect of the default shares to attend or to vote (either in person or by proxy) at any general meeting or at any separate meeting of the holders of any class of shares or on any poll or to exercise any other right conferred by membership in relation to any such meeting or poll; and

(ii) where the default shares represent at least 0.25 per cent. in nominal value of their class:
(a) any dividend or part thereof or other money payable in respect of the shares shall be withheld by Vesuvius plc which shall not have any obligation to pay interest on it and the member shall not be entitled to elect in the case of a scrip dividend to receive shares instead of that dividend; and
(b) subject, in the case of uncertificated shares to the Uncertificated Regulations, no transfer, other than an approved transfer, of any shares held by the member shall be registered unless:
- (I) the member is not himself in default as regards supplying the information required; and
- (II) the transfer is of part only of the member's holding and, when presented for registration, the member provides a certificate in a form satisfactory to the Vesuvius Directors that none of the shares which are the subject of the transfer are default shares.

3.8 Issues of shares

Subject to the relevant legislation relating to authority, pre-emption rights and otherwise, and of any resolution of Vesuvius plc in general meeting passed pursuant thereto, the Vesuvius Directors may allot shares in Vesuvius plc and grant options over or otherwise dispose of them to such persons, at such times and on such terms as they think proper.

3.9 General meetings

An annual general meeting shall be held each year within six months of Vesuvius plc's accounting reference date, at such place or places, date and time as may be decided by the Vesuvius Directors. The Vesuvius Directors may, whenever they think fit, call a general meeting. The Vesuvius Directors are required to call a general meeting once Vesuvius plc has received requests from its members to do so in accordance with the Companies Act.

At least 21 clear days' notice of every annual general meeting and 14 clear days' notice of every other general meeting is required to be given (unless, at the relevant time, either of the conditions set out in sub-section 307A(2) and sub-section 307A(3) of the Companies Act have not been met by Vesuvius plc, in which case at least 21 clear days' notice will be required). The accidental omission to give notice to, or the non-receipt of such notice by, any person entitled to receive notice of the meeting will not invalidate any resolution passed or invalidate the proceedings at any such meeting.

3.10 Directors' appointments, retirements and removals

The Vesuvius Board shall not be fewer than 5 nor more than 15 in number save that Vesuvius plc may, by ordinary resolution, from time to time vary this minimum and/or maximum number of Vesuvius Directors. A director is not required to hold any shares in Vesuvius plc.

Vesuvius Directors may be appointed by ordinary resolution or by the Vesuvius Board. A director appointed by the Vesuvius Board must retire from office at the first annual general meeting after his appointment. A director who retires in this way is then eligible for re-appointment.

The Vesuvius Board may appoint one or more directors to any executive office, on such terms and for such period as it thinks fit and it can also terminate or vary such an appointment at any time.

At every annual general meeting, any director who has been appointed by the Vesuvius Board since the last annual general meeting, any director who held office at the time of the two preceding annual general meetings and who did not retire at either of them, and any director who has been in office, other than holding an executive position, for a continuous period of nine years or more at the date of the meeting shall retire from office. Any director who retires at an annual general meeting may offer himself for re-appointment.

Vesuvius plc's shareholders may by ordinary resolution remove any director before the expiration of his period of office in accordance with the Companies Act.

The office of a director shall be vacated if:

(i) he is prohibited by law from acting as a director;
(ii) he gives Vesuvius plc a written notice of resignation and the Vesuvius Board accepts this offer;
(iii) a bankruptcy order is made against him or he makes any arrangement or composition with his creditors generally;
(iv) a court has authorised his detention or a guardian has been appointed or receiver or other person to exercise powers with respect to his property or affairs on the ground of his ill mental health or mental disorder;
(v) he has missed directors' meetings for six months without leave and the Vesuvius Board resolves to remove him from office; or
(vi) notice of termination is served or deemed served on him and that notice is given by all of the other Vesuvius Directors for the time being.

3.11 Alternate director

Any director may appoint any person (including another Vesuvius Director) to act as an alternate director. The appointment requires the approval of the Vesuvius Board, unless previously approved by the Vesuvius Board or unless the appointee is another Vesuvius Director.

3.12 Directors' meetings

Subject to the Companies Act and to the Vesuvius Articles, the Vesuvius Directors may decide when and where to have meetings and how they will be conducted. A directors' meeting may be called by any director. If no other quorum is fixed by the Vesuvius Directors, three Vesuvius Directors are a quorum. A directors' meeting at which a quorum is present may exercise all the powers and discretions of the Vesuvius Board.

The Vesuvius Board may appoint any Vesuvius Director as chairman, deputy chairman or vice chairman and can remove him from that office at any time. Matters to be decided at a directors' meeting will be decided by a majority vote.

All or any of the Vesuvius Directors may take part in a directors' meeting by way of a conference telephone or any communication equipment which allows those participating to hear and speak to each other. A person taking part in this way will be treated as being present at the meeting and will be entitled to vote and be counted in the quorum.

The Vesuvius Board may delegate any of their powers or discretions (with the power to sub-delegate) to committees of one or more Vesuvius Directors and any one or more persons as they think fit. If a committee consists of more than one person, the Vesuvius Articles which regulate directors' meetings and their procedure will also apply to committee meetings unless the directors have made specific regulations in relation to the proceedings of the relevant committees or sub-committees subject to certain restrictions in the Vesuvius Articles.

3.13 Directors' interests in contracts

Save as provided below, a Vesuvius Director shall not vote on, or be counted in the quorum in relation to, any resolution of the Vesuvius Board or any committee of the Vesuvius Board in respect of any transaction or arrangement with Vesuvius plc in which he has an interest which may reasonably be regarded as likely to give rise to a conflict of interest. Subject to the provisions of the Companies Act, a director shall be entitled to vote (and be counted in the quorum) (subject to the terms of any authorisation given to that director by the Vesuvius Board) in respect of any resolution at such meeting if the resolution relates to any of the following matters:

(i) a matter in which he has an interest, of which he is not aware, or which cannot reasonably be regarded as likely to give rise to a conflict of interest;
(ii) a matter in which he has an interest only by virtue of interests in Vesuvius plc's shares, debentures or other securities or otherwise in or through Vesuvius plc;
(iii) the giving to him of any guarantee, security or indemnity in respect of money lent or obligations incurred by him at the request of or for the benefit of Vesuvius plc or any of its subsidiary undertakings;
(iv) the giving to a third party of any guarantee, security or indemnity in respect of a debt or obligation of Vesuvius plc or any of its subsidiary undertakings for which he himself has assumed responsibility in whole or in part, either alone or jointly with others, under a guarantee or indemnity or by the giving of security;
(v) where Vesuvius plc or any of its subsidiary undertakings is offering securities in which offer the director is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which the director is to participate;
(vi) another company in which he and any persons connected with him do not hold an interest in shares representing 1 per cent. or more of either any class of the equity share capital, or the voting rights, in such company;
(vii) arrangement for the benefit of the employees of Vesuvius plc or any of its subsidiary undertakings which does not award him any privilege or benefit not generally awarded to the employees to whom such arrangement relates;
(viii) insurance which Vesuvius plc proposes to maintain or purchase for the benefit of Vesuvius Directors or for the benefit of persons including Vesuvius Directors;
(ix) the funding of expenditure by one or more Vesuvius Directors in defending proceedings against them or doing anything to enable such Vesuvius Directors to avoid incurring such expenditure provided that such funding is consistent with, or no more beneficial than, the provisions of the Vesuvius Articles and is permitted pursuant to the provisions of the relevant legislation; or
(x) the giving of an indemnity or indemnities in favour of one or more Vesuvius Directors which is/ are consistent with, or no more beneficial than, any such indemnity provided pursuant to the Vesuvius Articles (and provided such indemnities are permitted pursuant to the relevant legislation).

A director may not vote or be counted in the quorum on any resolution of the Vesuvius Board or committee of the Vesuvius Board concerning his own appointment as the holder of any office or employment with Vesuvius plc or any company in which Vesuvius plc is interested (including fixing or varying the terms of such appointment or its termination).

Where proposals are under consideration concerning the appointments (including fixing or varying the terms of the appointment) of two or more Vesuvius Directors, such proposals may be divided and a separate resolution considered in relation to each director. In each case, each such director (if not otherwise debarred from voting) is entitled to vote (and be counted in the quorum) in respect of each resolution except that resolution concerning his own appointment.

3.14 Directors' fees and expenses

The ordinary remuneration of the Vesuvius Directors is determined by the Vesuvius Directors from time to time except that such remuneration may not exceed £500,000 per annum in aggregate or such higher amount as the Vesuvius Directors may determine to take account of inflation or such higher amount as may from time to time be determined by ordinary resolution of the shareholders.

Any director who holds any executive office (including the office of chairman or deputy chairman or vice chairman), or who serves on any committee of the Vesuvius Directors, or who otherwise performs services which in the opinion of the Vesuvius Directors are outside the scope of the ordinary duties of a director, may be paid extra remuneration by way of salary, commission or otherwise or may receive such other benefits as the Vesuvius Directors may determine.

All of the Vesuvius Directors are entitled to be repaid all reasonable expenses incurred by them in attending and returning from meetings of Vesuvius Directors or of any committee of the Vesuvius Directors or shareholders' meetings or otherwise in connection with the business of Vesuvius plc.

3.15 Pensions and benefits

The Vesuvius Board may exercise all the powers of Vesuvius plc to provide pensions or other retirement or superannuation benefits and to provide death or disability benefits or other allowances or gratuities (by insurance or otherwise) for any person who is or who has at any time been a Vesuvius Director.

3.16 Directors' liabilities

So far as may be permitted by the Companies Act and the Listing Rules, each director, former director and officer of Vesuvius plc and any of its Associated Companies (as defined in section 256 of the Companies Act) shall be indemnified by Vesuvius plc out of its own funds against any liability incurred by him in connection with any negligence, default, breach of duty or breach of trust by him or any other liability incurred by him in the execution of his duties, the exercise of his powers or otherwise in connection with his duties, powers or offices.

The Vesuvius Directors may also purchase and maintain insurance for or for the benefit of any person who is or was a director or officer of any Relevant Company (as defined in the Vesuvius Articles), or any person who is or was at any time a trustee of any pension fund or employees' share scheme in which employees of any Relevant Company are interested, including insurance against any liability (including all related costs, charges, losses and expenses) incurred by or attaching to him in relation to his duties, powers or offices in relation to any Relevant Company, or any such pension fund or employees' share scheme.

So far as may be permitted by the Companies Act and the Listing Rules, Vesuvius plc may provide a director or officer of Vesuvius plc or its Associated Company with defence costs in relation to any criminal or civil proceedings in connection with any negligence, default, breach of duty or breach of trust by him in relation to Vesuvius plc or its Associated Company, or in relation to an application for relief under Section 205(5) of the Companies Act. Vesuvius plc may do anything to enable such director or officer to avoid incurring such expenditure.

3.17 Borrowing powers

Subject to the provisions of the relevant legislation, the Vesuvius Board may exercise all the powers of Vesuvius plc to borrow money, mortgage or charge its undertaking, property and uncalled capital, or any part or parts thereof and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of Vesuvius plc or any third party. The aggregate amount for the time being outstanding in respect of monies borrowed by Vesuvius plc and its subsidiary undertakings and for the time being owing to persons outside Vesuvius plc and its subsidiary undertakings shall not at any time, without the previous sanction of an ordinary resolution of Vesuvius plc, exceed an amount equal to two and a half times the adjusted capital and reserves (as defined in the Vesuvius Articles) or, prior to the production of the first audited accounts of Vesuvius, £2,000 million.

4 Summary of differences between Cookson Articles and Vesuvius Articles

The Vesuvius Articles will be substantially identical to the Cookson Articles with the exception of:

Borrowing powers

The borrowing limit contained in the Vesuvius Articles (as described in paragraph 3.17 above) has been increased from an amount equal to two times adjusted capital and reserves to two and half times adjusted capital and reserves.

The Cookson Articles currently provide that goodwill be included in the calculation of adjusted capital and reserves. This includes goodwill which was written off against reserves prior to the introduction of changes to UK GAAP which required goodwill to be capitalised and amortised ("Uncapitalised Goodwill"). In contrast to the Cookson Articles, the Vesuvius Articles will provide that Uncapitalised Goodwill be excluded from the calculation of adjusted capital and reserves. This is in order to avoid Vesuvius having to maintain accounting records (which date back in excess of 10 years) solely for the purposes of being able to calculate adjusted capital and reserves, as Uncapitalised Goodwill is not a figure otherwise required to be reported on.

Based on current expectations for Vesuvius, the calculation of adjusted capital and reserves is expected to produce largely the same result if performed on a two times basis including Uncapitalised Goodwill or on a two and a half times basis excluding Uncapitalised Goodwill.

5 Mandatory takeover bids, squeeze-out and sell-out rules

Following Vesuvius Admission, Vesuvius plc will be subject to the provisions of the Takeover Code, including the rules regarding mandatory takeover offers set out in the Takeover Code. Under Rule 9 of the Takeover Code, when (i) a person acquires shares which, when taken together with shares already held by him or persons acting in concert with him (as defined in the Takeover Code), carry 30 per cent. or more of the voting rights of a company subject to the Takeover Code or (ii) any person who, together with persons acting in concert with him, holds not less than 30 per cent. but not more than 50 per cent. of the voting rights of a company subject to the Takeover Code, and such person, or any person acting in concert with him, acquires additional shares which increases his percentage of the voting rights in the company, then, in either case, that person, together with the persons acting in concert with him, is normally required to make a general offer in cash, at the highest price paid by him or any person acting in concert with him for shares in the company within the preceding 12 months, for all of the remaining equity share capital of the company.

The Vesuvius Shares will also be subject to the compulsory acquisition procedures set out in sections 979 to 991 of the Companies Act. Under section 979 of the Companies Act, where an offeror makes a takeover offer and has, by virtue of acceptances of the offer, acquired or unconditionally contracted to acquire not less than 90 per cent. of the shares to which the offer relates and, in a case where the shares to which the offer relates are voting shares, not less than 90 per cent. of the voting rights carried by those shares, that offeror is entitled to compulsorily acquire the shares of any holder who has not accepted the offer on the terms of the offer.

Other than as provided by the Companies Act and the Takeover Code, there are no rules or provisions relating to mandatory bids and/or squeeze-out and sell-out rules in relation to the Vesuvius Shares.

Since Vesuvius plc's incorporation, there has been no takeover offer (within the meaning of Part 28 of the Companies Act) for any Vesuvius Shares.

PART VII AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF COOKSON

The audited consolidated financial statements (including relevant accounting policies and notes) of Cookson for the years ended 31 December 2011, 31 December 2010 and 31 December 2009 and each auditor's report thereon are incorporated into this document by reference.

The consolidated financial statements for the years ended 31 December 2011, 31 December 2010 and 31 December 2009 were prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("adopted IFRS").

The consolidated financial statements for the years ended 31 December 2011, 31 December 2010 and 31 December 2009 were audited and the audit report for each year was unqualified.

The unaudited condensed consolidated financial statements of Cookson for the six months ended 30 June 2012 (including the comparative figures for the six months ended 30 June 2011) are unaudited and incorporated into this document by reference to Cookson's announcement of its interim results for the six months ended 30 June 2012, published on 25 July 2012.

PART VIII HISTORICAL FINANCIAL INFORMATION RELATING TO ALENT

The following historical financial information relating to Alent has been extracted without material adjustments from the historical financial information for Alent, incorporated into this document by reference to Part IX: "Historical Financial Information" of the Alent Prospectus.

The historical financial information contained in this Part VIII has been prepared with the objective of presenting, in line with the basis of preparation set out in the notes to the consolidated financial statements in Part IX of the Alent Prospectus, the results and net assets of Alent in the form that will arise on completion of the Demerger, as if it had been a standalone business throughout the financial periods covered. Alent plc has no trading history and therefore no separate financial information on Alent plc has been included in this document.

This Part VIII sets out the historical financial information of Alent for the financial years ended 31 December 2011, 31 December 2010 and 31 December 2009, and the six months ended 30 June 2012 and 30 June 2011.

The historical financial information contained in this Part VIII does not constitute statutory accounts within the meaning of section 434 of the Companies Act.

You should read the whole of this document and not rely solely on the historical financial information set out in this Part VIII.

Alent Income Statement

	FY 2009	FY 2010	FY 2011	HY 2011 (unaudited)	HY 2012
			(£m)
Revenue	529.9	720.9	814.4	417.7	362.4
Manufacturing costs	(347.5)	(483.2)	(558.8)	(290.6)	(235.4)
Administration, selling and distribution costs	(143.2)	(166.7)	(156.0)	(82.1)	(77.0)
Trading profit	39.2	71.0	99.6	45.0	50.0
Restructuring charges	(27.8)	(5.5)	(1.9)	—	(2.8)
(Loss)/profit relating to non-current assets	(2.6)	0.8	—	—	—
Gains relating to employee benefits plans .	—	0.6	2.0	—	—
Profit from operations	8.8	66.9	99.7	45.0	47.2
Finance costs	(5.9)	(6.5)	(6.0)	(2.9)	(2.0)
Finance income	3.3	3.6	3.4	1.5	1.4
Share of post-tax profit/(loss) of joint ventures .	0.7	1.2	1.2	0.7	(0.1)
Profit/(loss) on disposal of continuing operations .	0.1	(1.2)	(3.6)	—	—
Profit before tax	7.0	64.1	94.7	44.3	46.5
Income tax costs/(credits):
Ordinary activities	(6.5)	(8.0)	(16.8)	(6.6)	(8.0)
Exceptional items	(1.6)	0.6	(3.2)	—	(1.1)
(Loss)/profit for the period attributable to owners of the
parent	(1.1)	56.7	74.7	36.4	37.4
Earnings per share (pence)
From profit attributable to owners of the parent:
Basic	(0.4)	20.5	27.1	13.2	13.5
Diluted	(0.4)	20.5	27.0	13.2	13.5

Alent Balance Sheet

	FY 2009	FY 2010	FY 2011	HY 2011 (unaudited)	HY 2012
			(£m)
Assets
Property, plant and equipment	65.4	69.7	75.8	70.8	82.1
Intangible assets	288.5	301.0	298.8	303.3	298.5
Interests in joint ventures	11.6	14.8	15.7	14.0	14.5
Investments	4.8	0.8	0.7	0.8	1.1
Deferred tax assets .	2.2	7.7	7.5	8.2	8.0
Other receivables .	0.6	0.4	9.5	0.3	10.1
Total non-current assets	373.1	394.4	408.0	397.4	414.3
Cash and short-term deposits	61.5	65.7	58.2	46.1	72.2
Inventories	38.0	49.7	50.0	57.7	52.5
Trade and other receivables	107.0	139.5	145.6	170.6	145.8
Income tax recoverable	0.5	—	0.2	—	—
Derivative financial instruments	0.1	2.3	2.5	1.6	2.0
Assets classified as held for sale	3.2	—	—	—	—
Total current assets	210.3	257.2	256.5	276.0	272.5
Total assets	583.4	651.6	664.5	673.4	686.8
Liabilities
Interest-bearing borrowings	—	0.4	0.3	0.3	0.2
Employee benefits—net liabilities	27.2	26.9	26.4	22.8	26.7
Other payables .	4.0	2.2	0.6	1.3	1.9
Provisions	26.1	23.8	25.7	22.7	8.1
Deferred tax liabilities	21.5	23.4	26.9	24.2	28.8
Total non-current liabilities	78.8	76.7	79.9	71.3	65.7
Interest-bearing borrowings	1.1	1.3	3.0	1.8	1.6
Trade and other payables	89.7	109.8	104.6	95.6	79.0
Income tax payable	11.7	9.8	11.7	9.5	11.0
Provisions	9.1	8.1	5.6	6.9	7.0
Derivative financial instruments	0.4	2.6	1.7	—	2.4
Liabilities directly associated with assets classified as held for
sale .	1.4	—	—	—	—
Total current liabilities	113.4	131.6	126.6	113.8	101.0
Total liabilities	192.2	208.3	206.5	185.1	166.7
Net assets/Invested capital	391.2	443.3	458.0	488.3	520.1

PART IX UNAUDITED PRO FORMA FINANCIAL INFORMATION

SECTION A: Unaudited Pro Forma Financial Information

The unaudited pro forma statement of net assets set out below has been prepared to illustrate the effect of the Demerger on the net assets of the Cookson Group as if the Demerger had taken place as at 30 June 2012. The information, which is produced for illustrative purposes only, by its nature addresses a hypothetical situation and, therefore, does not represent the Cookson Group's actual financial position or results.

Assets	Cookson Group plc as at 30 June 2012 (Note1)	Demerger of Alent as at 30 June 2012 (Note 2)	Demerger costs adjustment (Note 3)	Additional pension contributions adjustment (Note 4)	Debt adjustment (Note 5)	Cookson Group plc pro forma as at 30 June 2012
Property, plant and equipment .	386.6	(82.1)	—	(£m) —	—	304.5
Intangible assets Employee benefits—net	1,087.9	(298.5)	—	—	—	789.4
surplus	46.2	—	—	32.0	—	78.2
Interest in joint ventures	28.2	(14.5)	—	—	—	13.7
Investments	5.9	(1.1)	—	—	—	4.8
Income tax recoverable	3.4	—	—	—	—	3.4
Deferred tax assets	20.3	(8.0)	—	—	—	12.3
Other receivables	22.2	(10.1)	—	—	—	12.1
Total non-current assets	1,600.7	(414.3)	—	32.0	—	1,218.4
Cash and short-term deposits	134.4	(72.2)	—	—	9.9	72.1
Inventories	304.5	(52.5)	—	—	—	252.0
Trade and other receivables	557.7	(145.8)	—	—	—	411.9
Income tax recoverable Derivative financial	1.9	—	—	—	—	1.9
instruments . Assets classified as held for	2.3	(2.0)	—	—	—	0.3
sale	2.1	—	—	—	—	2.1
Total current assets	1,002.9	(272.5)	—	—	9.9	740.3
Total assets	2,603.6	(686.8)	—	32.0	9.9	1,958.7
Liabilities
Interest-bearing borrowings Employee benefits—net	575.2	(0.2)	30.0	32.0	(233.6)	403.4
liabilities	127.6	(26.7)	—	—	—	100.9
Other payables	19.3	(1.9)	—	—	—	17.4
Provisions	37.6	(8.1)	—	—	—	29.5
Deferred tax liabilities	97.3	(28.8)	—	—	—	68.5
Total non-current liabilities	857.0	(65.7)	30.0	32.0	(233.6)	619.7

Interest-bearing borrowings .	9.7	(1.6)	—	—	9.9	18.0
Trade and other payables Income tax payable	359.5 55.2	(79.0) (11.0)	— —	— —	— —	280.5 44.2
Provisions	22.7	(7.0)	—	—	—	15.7
Derivative financial
instruments	14.9	(2.4)	—	—	—	12.5
Total current liabilities	462.0	(101.0)	—	—	9.9	370.9
Total liabilities	1,319.0	(166.7)	30.0	32.0	(223.7)	990.6
Net assets	1,284.6	(520.1)	(30.0)	—	233.6	968.1

Notes:

(1) The financial information in respect of Cookson Group has been extracted, without material adjustment, from the published unaudited interim results of Cookson Group.

(2) The financial information in respect of Alent has been extracted, without material adjustment, from the financial information for Alent prepared in line with the basis of preparation set out in the notes to the consolidated financial statements in Part IX of the Alent prospectus.
(3) Approximately £30 million of cash costs associated with the Demerger are expected to be incurred, of which £18 million are to be borne by Cookson, with approximately £12 million to be borne by Alent. These totals include professional fees associated with the Demerger and tax costs resulting from the Demerger, but exclude debt-refinancing costs which are required by accounting standards to be capitalised; the latter being approximately £2 million to be borne by Cookson and approximately £3 million to be borne by Alent. (4) As described in paragraph 10 of Part II of this document, a one-off cash payment, currently estimated at approximately £32 million, will be made into Cookson Group's UK defined benefit plan ("the UK Plan") at Demerger ("mitigation payment"). This payment effectively represents accelerated funding into the UK Plan as a consequence of an agreement by Cookson with the UK Plan Trustee whereby the UK Plan liabilities of the Alent employers who participated in the UK Plan will be discharged in full on the Demerger; the UK Plan is remaining fully with Cookson (Vesuvius) following the Demerger.
(5) On Demerger, the net debt of Cookson Group immediately prior to the Demerger will be apportioned to Vesuvius and Alent broadly in proportion to the contribution each has made to Cookson Group's total EBITDA for the 12 months prior to the date of the Demerger. The same principle has been followed in arriving at the apportionment of net debt in the pro forma statement above. Vesuvius accounted for approximately 68.2% of Cookson Group's EBITDA for the 12 months to 30 June 2012. Applying that percentage to each of Cookson Group's net debt as at 30 June 2012 of £450.5 million, the estimated demerger costs totalling £30 million and additional pension contributions of £32 million gives total pro forma net debt for Vesuvius of £349.3 million—comprising £403.4 million of non-current interest bearing borrowings, £18.0 million of current interest bearing borrowings less £72.1 million of cash and short term deposits. To achieve this net debt position, an allocation of £233.6 million of non-current interest-bearing borrowings to Alent is required. The adjustment also reflects the removal of the effect of the legal right of set off in respect of cash and borrowings between Alent and Vesuvius which increases each of cash and interest-bearing borrowings by £9.9 million.
(6) A pro forma statement of financial performance for the Cookson Group has not been presented for the year ended 31 December 2011. The Directors believe that, had the Demerger occurred at the beginning of the last financial year, the earnings of the Cookson Group would have reduced as a result of costs associated with the Demerger and the loss of earnings with respect to Alent, compared to the earnings of the Cookson Group set out in Part VII of this document. This statement should be taken to mean that the earnings per share of the Cookson Group will not necessarily match or increase the historical reported profit of the Cookson Group. The cumulative impact of the adjustments noted above would be to decrease profit after tax for the period ended 30 June 2012. These statements are for the purposes of pro forma information only, no forecast is intended or implied.
(7) No account has been taken of the trading results of the Cookson Group since 30 June 2012.

SECTION B: Reporting Accountants' Report on Unaudited Pro Forma Financial Information

KPMG Audit Plc 15 Canada Square Canary Wharf London E14 5GL Tel +44 (0) 20 7311 1000 Fax +44 (0) 20 7311 3311

The Directors

Cookson Group plc 165 Fleet Street London EC4A 2AE

1 November 2012

Dear Sirs

Cookson Group plc (the "Company")

We report on the pro forma net asset statement (the "Pro Forma financial information") set out in Section A entitled "Unaudited pro forma financial information" of the Class 1 circular dated 1 November 2012, which has been prepared on the basis described in notes to the Pro Forma financial information, for illustrative purposes only, to provide information about how the proposed Demerger might have affected the financial information presented on the basis of the accounting policies adopted by Cookson Group plc in preparing the financial statements for the period ended 31 December 2011. This report is required by paragraph 13.3.3R of the Listing Rules of the Financial Services Authority and is given for the purpose of complying with that paragraph and for no other purpose.

Responsibilities

It is the responsibility of the directors of Cookson Group plc to prepare the Pro Forma financial information in accordance with paragraph 13.3.3R of the Listing Rules of the Financial Services Authority.

It is our responsibility to form an opinion, as required by paragraph 7 of Annex II to the Prospectus Directive Regulation, as to the proper compilation of the Pro Forma financial information and to report that opinion to you.

In providing this opinion, we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Pro Forma financial information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue.

Save for any responsibility which we may have to those persons to whom this report is expressly addressed and which we may have to ordinary shareholders as a result of the inclusion of this report in the Class 1 circular, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of or in connection with this report or our statement, required by and given solely for the purposes of complying with Listing Rule 13.4.1R(6), consenting to its inclusion in the Class 1 circular.

Basis of opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. The work that we performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro Forma financial information with the directors of Cookson Group plc.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Pro Forma financial information has been properly compiled on the basis stated and that such basis is consistent with the accounting policies of Cookson Group plc.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in the United States of America and, accordingly, should not be relied upon as if it had been carried out in accordance with those standards and practices.

Opinion

In our opinion:

1. the Pro Forma financial information has been properly compiled on the basis stated; and
1. such basis is consistent with the accounting policies of Cookson Group plc.

Yours faithfully

KPMG Audit Plc

SECTION A: United Kingdom Taxation

UK Tax Considerations

The comments set out below are based on current United Kingdom tax law as applied in England and Wales and HMRC practice (which may not be binding on HMRC) as at the date of this document, both of which are subject to change, possibly with retrospective effect. They are intended as a general guide and apply only to Cookson Shareholders resident and, in the case of an individual, ordinarily resident for tax purposes in, and only in, the United Kingdom (except insofar as express reference is made to the treatment of non-United Kingdom residents) who hold Cookson Shares as an investment and who are the absolute beneficial owners thereof. The discussion does not address all possible tax consequences relating to an investment in the shares. Certain categories of shareholders, such as traders, brokers, dealers, banks, financial institutions, insurance companies, investment companies, collective investment schemes, tax-exempt organisations, persons connected with Cookson, persons holding the shares as part of hedging or conversion transactions, shareholders who are not domiciled or not ordinarily resident in the United Kingdom, Cookson Shareholders who have (or are deemed to have) acquired their shares by virtue of an office or employment, and Shareholders who are or have been officers or employees of Cookson or a company forming part of the Cookson Group, may be subject to special rules and this summary does not apply to such shareholders.

Cookson Shareholders or prospective Cookson Shareholders who are in any doubt as to their tax position, or who are resident or otherwise subject to taxation in a jurisdiction outside the United Kingdom, should consult their own professional advisers.

Cookson Shareholders are also referred to the Alent Prospectus and the Vesuvius Prospectus which contain further considerations as to the UK tax consequences of owning and disposing of shares in Alent plc and Vesuvius plc.

1 Taxation of chargeable gains

Cancellation of Cookson Shares and receipt of Vesuvius Shares pursuant to the Scheme

Cookson Shareholders should not be treated as making a disposal or part disposal of their Cookson Shares as a result of receiving Vesuvius Shares in exchange for their Cookson Shares pursuant to the Scheme, and so no chargeable gain or allowable loss should arise. Vesuvius Shares should be treated as the same asset, and having been acquired at the same time and for the same consideration, as those Cookson Shares which they represent.

Issue of Alent Shares pursuant to the Demerger

Vesuvius Shareholders should not be treated as making a disposal or part disposal of their Vesuvius Shares as a result of the Vesuvius Capital Reduction or the issue of Alent Shares pursuant to the Demerger, and so no chargeable gain or allowable loss should arise. The Alent Shares and the Vesuvius Shares that will be held by a Shareholder following the Demerger should collectively be treated as the same asset, and having been acquired at the same time and for the same consideration, as those Cookson Shares which they represent.

Combined effect of the Proposals

In summary, the Alent Shares and the Vesuvius Shares that will be held by a Shareholder following the Demerger should collectively be treated as the same asset, and having been acquired at the same time and for the same consideration, as those Cookson Shares which they represent. Accordingly, following the Demerger, a Shareholder's original base cost in his Cookson Shares should be apportioned between his Alent Shares and his Vesuvius Shares by reference to the respective market quotations of Alent Shares and Vesuvius Shares on the first day of dealings in each of the respective shareholdings.

Section 138 Taxation of Chargeable Gains Act 1992

Clearance has been obtained from HMRC under section 138 of the Taxation of Chargeable Gains Act 1992 that they are satisfied that the Proposals are being effected for bona fide commercial reasons and do not form part of a scheme or arrangement of which the main purpose, or one of the main purposes, is an avoidance of liability to UK corporation tax or capital gains tax.

Alent Capital Reduction

Alent Shareholders should not be treated as making a disposal or part disposal of their Alent Shares as a result of the Alent Capital Reduction, and so no chargeable gain or allowable loss should arise.

Subsequent disposal of Vesuvius Shares or Alent Shares

A subsequent disposal or deemed disposal of Alent Shares or Vesuvius Shares by a shareholder who is resident or, in the case of an individual, ordinarily resident in the United Kingdom for tax purposes may, depending on individual circumstances (including the availability of exemptions and reliefs), give rise to a chargeable gain or an allowable loss for the purposes of United Kingdom taxation on chargeable gains.

2 Stamp duty and stamp duty reserve tax ("SDRT")

No stamp duty or SDRT should be payable by the Shareholders as a result of the cancellation of Cookson Shares and the issue of Vesuvius Shares under the Scheme or as a result of the Vesuvius Demerger Reduction and the issue of Alent Shares pursuant to the Demerger (save in the case of an issue of Alent Shares to a clearance service or depositary receipt system, in relation to which Shareholders are referred to the Alent Prospectus).

3 Transactions in securities

In certain circumstances, Part 15 of the Corporation Tax Act 2010 ("CTA 2010") and Chapter 1 of Part 13 of the Income Tax Act 2007 ("ITA 2007") may apply where a person obtains a tax advantage as a consequence of a "transaction in securities". Clearance has been obtained from HMRC under section 748 CTA 2010 and section 701 ITA 2007 that they are satisfied that no notice under section 746 CTA 2010 or section 698 ITA 2007, respectively, should be served in respect of the Proposals.

SECTION B: United States Taxation

US Federal Income Tax Considerations

To ensure compliance with requirements imposed by Treasury Department Circular 230, US Holders are hereby informed that (a) any US federal tax advice contained herein (including any attachments or enclosures) was not intended or written to be used, and cannot be used, for the purpose of avoiding US federal tax penalties, (b) any such advice was written to support the promotion or marketing of the transactions or matters addressed herein and (c) holders should seek advice based on their particular circumstances from an independent tax adviser.

The following is a summary of certain material US federal income tax consequences to US Holders (as defined below) of the receipt of Alent Shares and Vesuvius Shares in the Scheme and the Demerger, respectively. This summary does not cover all aspects of US federal income taxation that may be relevant to the receipt of Alent Shares and Vesuvius Shares and does not address the effects of any state, local, US non-income or foreign tax laws. In particular, this summary does not address all of the tax considerations that may be applicable to investors subject to special treatment under US federal income tax laws (such as financial institutions, insurance companies, holders subject to the alternative minimum tax or the wash sale rules, investors that own or will own (directly or constructively) 5 per cent. or more of the stock of Cookson, Alent plc, or Vesuvius plc, pass-through entities or holders of interests in such entities, individual retirement accounts and other tax-deferred accounts, tax-exempt organisations, dealers in securities or currencies, traders that elect to mark to market, holders who acquired their Cookson Shares upon the exercise of employee stock options or otherwise as compensation, holders whose functional currency is not the US dollar, or holders that have held their Cookson Shares, or will hold their Alent Shares and Vesuvius Shares, as part of straddles, hedging transactions, or conversion transactions for US federal income tax purposes). This summary assumes that US Holders have held their Cookson Shares, and will hold the Alent Shares and the Vesuvius Shares, as capital assets within the meaning of section 1221 of the Code.

As used herein, the term "US Holder" means a beneficial owner of Cookson Shares that is, for US federal income tax purposes: (i) a citizen or individual resident of the United States; (ii) a corporation created or organised in or under the laws of the United States or any State thereof; (iii) an estate the income of which is subject to US federal income tax without regard to its source; or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more US persons have the authority to control all substantial decisions of the trust, or the trust has elected to be treated as a domestic trust for US federal income tax purposes.

The US federal income tax treatment of a partner in an entity treated as a partnership for US federal income tax purposes that holds Cookson Shares, or that will hold Alent Shares or Vesuvius Shares, will depend on the status of the partner and the activities of the entity. Holders that are partnerships for US federal income tax purposes should consult their tax advisers concerning the US federal income tax consequences to their partners of participating in the Demerger, and of owning shares in Alent plc and Vesuvius plc.

This summary also assumes that Cookson is not currently and has not been, and that neither Alent plc nor Vesuvius plc will be, a passive foreign investment company ("PFIC") for US federal income tax purposes. If Cookson is or has been, or Alent plc or Vesuvius plc were to be, a PFIC in any year, special, possibly materially adverse, consequences could result for US Holders.

This summary is based on the US federal income tax laws, including the Code, its legislative history, existing and proposed regulations thereunder, published rulings, court decisions, and the current US-UK income tax treaty and interpretations thereof, all as of the date hereof and all of which are subject to change, possibly with retroactive effect. A change in law or any of these authorities upon which this summary is based could adversely affect the US federal income tax consequences set out below.

The summary of US federal income tax consequences set out below is for general information only and is subject to the limitations and qualifications set forth herein. US holders are urged to consult their own tax advisers as to the particular tax consequences to them of receiving and owning shares in Alent plc and Vesuvius plc.

US Holders are also referred to the Alent Prospectus and Vesuvius Prospectus which contain further considerations as to the US federal income tax consequences of owning and disposing of shares in Alent plc and Vesuvius plc.

1 Receipt of Alent Shares and Vesuvius Shares

1.1 In general

Cookson has received a tax opinion from its tax adviser that the Scheme and the Demerger should satisfy the statutory and regulatory requirements for non-recognition treatment in respect of US Holders for US federal income tax purposes (the "Opinion"). The Opinion is based on certain representations made by Cookson and on certain assumptions, and any inaccuracy in the representations made by Cookson or assumptions could invalidate the Opinion.

The Opinion concludes that, for US federal income tax purposes: (i) the Scheme should be treated as an exchange of Cookson Shares for Vesuvius Shares in a transaction that qualifies as a reorganisation under section 368(a)(1) of the Code; and (ii) the Demerger should be treated as a distribution of Alent Shares with respect to Vesuvius Shares in a transaction that qualifies under section 355 of the Code. However, there can be no assurance that the IRS or a court will not reach a conclusion contrary to that expressed in the Opinion.

In addition, Cookson has requested a private letter ruling from the IRS that the receipt of Alent Shares and Vesuvius Shares by US Holders of Cookson Shares along with certain related restructuring transactions will qualify for non-recognition treatment for US federal income tax purposes. There can be no assurance, however, that the IRS will issue its ruling before the date on which the Cookson Shareholders are required to vote on the Proposals, or that the IRS will rule as requested. Furthermore, pursuant to IRS guidelines, the IRS will not rule on whether the Demerger satisfies certain requirements necessary for US Holders to obtain non-recognition treatment with respect to the Demerger (the "No Rule Requirements"). The IRS ruling will be based on certain representations by Cookson, including that the No Rule Requirements have been satisfied, and any inaccuracy in the representations made by Cookson could invalidate the ruling.

1.2 The Scheme

Assuming the Scheme is treated as an exchange of Cookson Shares for Vesuvius Shares in a transaction that qualifies as a reorganisation under section 368(a)(1) of the Code, the following should be the principal US federal income tax consequences:

No gain or loss should be recognised by US Holders upon the exchange of Cookson Shares for Vesuvius Shares.
The aggregate tax basis of the Vesuvius Shares received by US Holders should equal the aggregate basis of the Cookson Shares exchanged therefor.

• The holding period of the Vesuvius Shares received by US Holders should include the holding period of the Cookson Shares exchanged therefor.

If the transaction does not qualify as a reorganisation under section 368(a)(1) of the Code, a US Holder would recognise gain, and perhaps loss, to the extent of the difference between the US Holder's aggregate basis in the Cookson Shares and the fair market value of the Vesuvius Shares received. Any such recognised gain or loss will be capital gain or loss and will be long-term capital gain or loss if the Cookson Shares exchanged for the Vesuvius Shares were held for more than one year at the effective time of the exchange. In addition, a US Holder's tax basis in the Vesuvius Shares would equal their fair market value and a US Holder's holding period for the Vesuvius Shares would begin on the day after the exchange.

1.3 The Demerger

Assuming the Demerger is treated as a distribution of Alent Shares with respect to Vesuvius Shares in a transaction that qualifies under section 355 of the Code, the following should be the principal US federal income tax consequences:

No gain or loss should be recognised by US Holders upon the receipt of Alent Shares.
The aggregate tax basis of the Alent Shares and the Vesuvius Shares in the hands of each US Holder immediately after the distribution should equal such US Holder's aggregate tax basis in the Vesuvius Shares immediately before the distribution, apportioned among the Alent Shares and the Vesuvius Shares based on relative fair market values of each on the date of the distribution.
The holding period of the Alent Shares received by a US Holder should include the holding period of the Vesuvius Shares on which the distribution will be made.

If the receipt of the Alent Shares does not qualify for non-recognition treatment under section 355 of the Code, a US Holder receiving Alent Shares would be treated as having received a distribution in an amount equal to the fair market value of the Alent Shares received. This distribution would be taxable to a US Holder as ordinary dividend income to the extent of the current and accumulated earnings and profits of Vesuvius plc as determined for US federal income tax purposes. To the extent the amount of the aggregate distribution exceeds the current and accumulated earnings and profits of Vesuvius plc, the distribution would be treated as a non-taxable return of capital, reducing the US Holder's adjusted tax basis in its Vesuvius Shares. To the extent the distribution in excess of earnings and profits exceeds the US Holder's adjusted tax basis, the excess would be taxed as capital gain. In addition, the US Holder's tax basis in the Alent Shares would equal their fair market value and the US Holder's holding period for the Alent Shares would begin on the day after the distribution.

2 Information reporting

The Scheme and the Demerger may be subject to information reporting to the IRS and to US Holders. In addition, US Treasury Regulations require US Holders that receive stock in a qualifying reorganisation or distribution to retain records that include information regarding the amount, basis and fair market value of all property exchanged and received in the reorganisation or distribution. US Holders should consult their tax advisers regarding the application of the above US information reporting and record retention rules to them.

3 Foreign financial asset reporting

Recently enacted legislation imposes reporting requirements on the holding of certain foreign financial assets, including equity of foreign entities, if the aggregate value of all of these assets exceeds \$50,000 at the end of the taxable year or \$75,000 at any time during the taxable year. The thresholds are higher for individuals living outside of the United States and married couples filing jointly. The Vesuvius Shares and the Alent Shares are expected to constitute foreign financial assets subject to these requirements, unless the Vesuvius Shares and the Alent Shares are held in an account at a financial institution, in which case the account may be reportable if maintained by a foreign financial institution. US Holders should consult their tax advisers regarding the application of this legislation.

SECTION C: Jersey Taxation

The paragraphs set out below summarise the Jersey income tax treatment for a Shareholder of Vesuvius or Alent that is a Jersey resident company or a non-Jersey resident company with a Jersey permanent establishment.

These paragraphs are based on Jersey income tax law and practice in force as at the date of this document. The paragraphs are intended as a general guide only and do not constitute legal or tax advice. If you are in any doubt as to your tax position, you should consult an independent professional adviser immediately.

1 Taxation of dividends

The general rate of income tax chargeable on the profits or income of a Jersey resident company or a non-Jersey resident company with a Jersey permanent establishment (including profits or income arising in respect of any dividend payable on shares held in Alent or Vesuvius ) is 0 per cent.

Jersey-based utility companies and certain registered financial services companies are subject to income tax in Jersey at higher rates.

2 Other taxes

There are no capital gains, gift, wealth, inheritance, stamp or capital transfer taxes that would apply to a Jersey resident company or a non-Jersey resident company with a Jersey permanent establishment in respect of shares held in Alent or Vesuvius.

PART XI THE SCHEME OF ARRANGEMENT

IN THE HIGH COURT OF JUSTICE CHANCERY DIVISION COMPANIES COURT No. 8131 of 2012

IN THE MATTER OF COOKSON GROUP PLC

– and –

IN THE MATTER OF THE COMPANIES ACT 2006

SCHEME OF ARRANGEMENT (under Part 26 of the Companies Act 2006)

between

COOKSON GROUP PLC

and

THE HOLDERS OF ITS SCHEME SHARES (as hereinafter defined)

PRELIMINARY

(A) In this Scheme, unless inconsistent with the subject or context, the following expressions bear the following meanings:

"2006 Act"	the Companies Act 2006 (as amended)
"Business Day"	a day on which London Stock Exchange plc is open for the transaction of business
"certificated" or "in certificated form"	not in uncertificated form (that is, not in CREST)
"Company"	Cookson Group plc, incorporated in England and Wales with registered number 251977
"Cookson Shares"	ordinary shares of £1.00 each in the capital of the Company
"Court"	the High Court of Justice in England and Wales
"Court Meeting"	the meeting of the holders of Scheme Shares convened by order of the Court pursuant to section 896 of the 2006 Act to consider and, if thought fit, approve this Scheme, including any adjournment thereof
"CREST"	the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the CREST Regulations
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (as amended)
"Euroclear"	Euroclear UK & Ireland Limited, incorporated in England and Wales with registered number 2878738
"holder"	a registered holder and includes a person entitled by transmission

"members"	members of the Company on the register of members at any relevant date
"Reduction Record Time"	6.00 p.m. on the Business Day immediately prior to the date of the hearing to sanction this Scheme and confirm the reduction of capital provided for in Clause 1
"Registrar of Companies"	the Registrar of Companies in England and Wales
"Scheme"	this scheme of arrangement in its present form or with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by the Company and Vesuvius
"Scheme Effective Date"	the date on which this Scheme becomes effective in accordance with Clause 7
"Scheme Record Time"	6.00 p.m. on the Scheme Effective Date
"Scheme Shares"	(i) the Cookson Shares in issue at the date of this Scheme;
	(ii) any Cookson Shares issued after the date of this Scheme and before the Voting Record Time; and
	(iii) any Cookson Shares issued at or after the Voting Record Time and before the Reduction Record Time in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by this Scheme
"uncertificated" or "in uncertificated form"	recorded on the relevant register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
"Vesuvius"	Vesuvius plc, incorporated in England and Wales with registered number 8217766
"Vesuvius Shares"	ordinary shares in the capital of Vesuvius
"Voting Record Time"	6.00 p.m. on the day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the day which is two days before the date of such adjourned meeting

and references to Clauses are to Clauses of this Scheme, and references to time are to London time.

(A) The issued share capital of the Company as at the close of business on 30 October 2012 (being the latest practicable date prior to the publication of this Scheme) was £278,357,433 divided into 278,357,433 Cookson Shares of £1.00 each, all of which were credited as fully paid and none of which was held in treasury. It is proposed that a deferred share of £1.00 be issued to Vesuvius for cash before the Reduction Record Time.
(B) Vesuvius was incorporated on 17 September 2012 under the 2006 Act as a public limited company with the name Vesuvius Technologies plc, which name was changed to its present name Vesuvius plc on 18 October 2012. The issued share capital of Vesuvius at the date of this Scheme is £50,001 divided into one ordinary share of £1 and 50,000 redeemable preference shares of £1 each, all of which are credited as fully paid.
(C) The nominal value of the Vesuvius Shares shall be determined on the Scheme Effective Date and shall be equal to the closing middle market quotation (as derived from the Daily Official List of London Stock Exchange plc) of a Cookson Share on the Scheme Effective Date unless the directors of the Company determine that a different nominal value shall be set.
(D) It is proposed that, subject to certain conditions being fulfilled, including this Scheme becoming effective, the capital of Vesuvius be reduced pursuant to a special resolution of Vesuvius shareholders passed before the date of this Scheme.

(E) Vesuvius has agreed to appear by counsel at the hearing to sanction this Scheme and to submit to be bound by and to undertake to the Court to be bound by this Scheme and to execute and do or procure to be executed and done all such documents, acts and things as may be necessary or desirable to be executed or done by it for the purpose of giving effect to this Scheme.

THE SCHEME

1 Cancellation of the Scheme Shares

1.1 The capital of the Company shall be reduced by cancelling and extinguishing the Scheme Shares.
1.2 Subject to and forthwith upon the said reduction of capital taking effect, the reserve arising in the books of account of the Company as a result of the said reduction of capital shall be capitalised and applied in paying up in full at par such number of new Cookson Shares as shall be equal to the number of Scheme Shares cancelled pursuant to Clause 1.1, which shall be allotted and issued credited as fully paid to Vesuvius and/or its nominee(s).

2 Consideration for the cancellation of the Scheme Shares

2.1 In consideration for the cancellation of the Scheme Shares and the allotment and issue of the new Cookson Shares as provided in Clause 1, Vesuvius shall (subject to the provisions of Clause 3) allot and issue to the holders of Scheme Shares (as appearing in the register of members of the Company at the Scheme Record Time) Vesuvius Shares, credited as fully paid, on the following basis:

For every Scheme Share one Vesuvius Share

2.2 The Vesuvius Shares shall be issued credited as fully paid, shall rank equally in all respects with all other fully paid Vesuvius Shares and shall be entitled to all dividends and other distributions declared, paid or made by Vesuvius by reference to a record date on or after the Scheme Effective Date.

3 Overseas Shareholders

3.1 The provisions of Clause 2 shall be subject to any prohibition or condition imposed by law. Without prejudice to the generality of the foregoing, if, in respect of any holder of Scheme Shares with a registered address in a jurisdiction outside the United Kingdom or whom Vesuvius reasonably believes to be a citizen, resident or national of a jurisdiction outside the United Kingdom, Vesuvius is advised that the allotment and/or issue of Vesuvius Shares pursuant to Clause 2 would or may infringe the laws of such jurisdiction or would or may require Vesuvius to comply with any governmental or other consent or any registration, filing or other formality with which Vesuvius is unable to comply or compliance with which Vesuvius regards as unduly onerous, Vesuvius may, in its sole discretion, either:
3.1.1 determine that such Vesuvius Shares shall be sold, in which event the Vesuvius Shares shall be issued to such holder and Vesuvius shall appoint a person to act pursuant to this Clause 3.1.1 and such person shall be authorised on behalf of such holder to procure that any shares in respect of which Vesuvius has made such determination shall, as soon as practicable following the Scheme Effective Date, be sold; or
3.1.2 determine that such Vesuvius Shares shall not be issued to such holder but shall instead be issued to a nominee for such holder appointed by Vesuvius on terms that the nominee shall, as soon as practicable following the Scheme Effective Date, sell the Vesuvius Shares so issued.
3.2 Any sale under Clause 3.1 shall be carried out at the best price which can reasonably be obtained at the time of sale and the net proceeds of such sale (after the deduction of all expenses and commissions incurred in connection with such sale, including any value added tax payable on the proceeds of sale) shall be paid to such holder by sending a cheque or creating an assured payment obligation in accordance with the provisions of Clause 4.1.
3.3 To give effect to any sale under Clause 3.1, the person appointed by Vesuvius in accordance with Clause 3.1.1 shall be authorised as attorney on behalf of the holder concerned, and the nominee appointed by Vesuvius in accordance with Clause 3.1.2 shall be authorised, to execute and deliver as transferor a form of transfer or other instrument or instruction of transfer and to give such instructions and to do all other things which he may consider necessary or expedient in connection with such sale. In the absence of bad faith or wilful default, none of the Company, Vesuvius or the person or nominee so appointed shall have any liability for any loss or damage arising as a result of the timing or terms of such sale.

4 Settlement of consideration

4.1 As soon as practicable after the Scheme Effective Date, and in any event no later than 14 days after the Scheme Effective Date, Vesuvius shall:
4.1.1 allot and issue the Vesuvius Shares which it is required to allot and issue to holders of Scheme Shares pursuant to this Scheme, and:
- (a) in the case of Scheme Shares which at the Scheme Record Time are in certificated form, procure the despatch of certificates for such Vesuvius Shares to the persons entitled thereto in accordance with the provisions of Clause 4.2; or
- (b) in the case of Scheme Shares which at the Scheme Record Time are in uncertificated form, procure that Euroclear is instructed to credit the appropriate stock account in CREST of the relevant holder with such holder's entitlement to such Vesuvius Shares, provided that Vesuvius reserves the right to settle all or part of such consideration in the manner set out in Clause 4.1.1(a) if, for any reason, it wishes to do so; and
4.1.2 in the case of Scheme Shares sold pursuant to Clause 3.1 which at the Scheme Record Time are in certificated form, procure the despatch to the persons entitled thereto in accordance with the provisions of Clause 4.2 of cheques for the sums payable to them respectively in accordance with Clause 3; and
4.1.3 in the case of Scheme Shares sold pursuant to Clause 3.1 which at the Scheme Record Time are in uncertificated form, procure that Euroclear is instructed to create an assured payment obligation in favour of the payment bank of the persons entitled thereto in accordance with the CREST assured payment arrangements for the sums payable to them respectively in accordance with Clause 3, provided that Vesuvius reserves the right to make payment of the said sums by cheque as set out in Clause 4.1.2 if, for any reason, it wishes to do so.
4.2 All deliveries of share certificates or cheques pursuant to this Scheme shall be effected by sending the same by first class post in prepaid envelopes addressed to the persons entitled thereto at their respective addresses as appearing in the register of members of the Company or, in the case of joint holders, at the address of that one of the joint holders whose name stands first in such register in respect of such joint holding at the Scheme Record Time, and none of the Company, Vesuvius or any person or nominee appointed by the Company in accordance with Clause 3.1 shall be responsible for any loss or delay in the transmission or delivery of any share certificates or cheques sent in accordance with this Clause 4.2 which shall be sent at the risk of the persons entitled thereto.
4.3 All cheques shall be made payable to the persons respectively entitled to the monies represented thereby (except that, in the case of joint holders, Vesuvius reserves the right to make such cheques payable to that one of the joint holders whose name stands first in the register of members of the Company at the Scheme Record Time in respect of such joint holding), and the encashment of any such cheque or the creation of any such assured payment obligation as is referred to in Clause 4.1.3 shall be a complete discharge to Vesuvius for the monies represented thereby.
4.4 The provisions of this Clause 4 shall be subject to any condition or prohibition imposed by law.

5 Share certificates and cancellation of entitlements

With effect from the Scheme Effective Date:

5.1 all certificates representing Scheme Shares shall cease to have effect as documents of title to the Scheme Shares comprised therein and every holder of Scheme Shares shall be bound at the request of the Company to deliver up their share certificate(s) to the Company or to destroy the same;
5.2 Euroclear shall be instructed to cancel the entitlements to Scheme Shares of holders of Scheme Shares in uncertificated form; and
5.3 appropriate entries shall be made in the register of members of the Company to reflect the cancellation of the Scheme Shares.

6 Mandates and other instructions

All mandates and other instructions to the Company in force at the Scheme Record Time relating to Scheme Shares shall, unless and until revoked or amended, be deemed as from the Scheme Effective Date to be valid and effective mandates and instructions to Vesuvius in relation to the Vesuvius Shares issued in respect thereof.

7 Scheme Effective Date

7.1 This Scheme shall become effective as soon as a copy of the order of the Court sanctioning this Scheme under section 899 of the 2006 Act and confirming under section 648 of the 2006 Act the reduction of capital provided for in Clause 1 shall have been delivered to the Registrar of Companies.
7.2 Unless this Scheme shall have become effective on or before 31 August 2013, or such later date, if any, as the Company and Vesuvius may agree and the Court may allow, this Scheme shall never become effective.

8 Transfer by the Company

The Company shall be authorised and permitted following this Scheme becoming effective to transfer the entire issued share capital of Alent Investments Limited, the holding company of the Performance Materials division (as defined in the circular to members of the Company dated the date of this Scheme), to Vesuvius at market value (as determined by the directors of the Company immediately prior to transfer) on terms that the consideration payable by Vesuvius is left outstanding on inter-company loan account as a debt due from Vesuvius to the Company.

9 Costs

The Company shall be authorised and permitted to pay any and all of the costs and expenses relating to this Scheme and the rest of the Demerger (as defined in the circular to members of the Company dated the date of this Scheme).

10 Modification

The Company and Vesuvius may jointly consent on behalf of all concerned to any modification of, or addition to, this Scheme or to any condition which the Court may approve or impose.

Dated 1 November 2012

PART XII ADDITIONAL INFORMATION

1 Responsibility

Cookson and the Cookson Directors, whose names are set out in paragraph 2 below, accept responsibility for the information contained in this document. To the best of the knowledge and belief of Cookson and the Cookson Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

2 Cookson Directors

The Cookson Directors and their respective functions are as follows:

Name	Function
Jeff Harris	Chairman
Nick Salmon	Chief Executive
Mike Butterworth	Finance Director
Steve Corbett	Executive Director
François Wanecq	Executive Director
Dr Emma FitzGerald	Non-Executive Director
Christer Gardell	Non-Executive Director
Jeff Hewitt	Non-Executive Director
Peter Hill CBE	Non-Executive Director
Jan Oosterveld	Non-Executive Director
John Sussens	Non-Executive Director

The business address of each of the Cookson Directors is 165 Fleet Street, London EC4A 2AE.

Cookson is a public company limited by shares and incorporated and registered in England and Wales with registered number 251977. The registered office of Cookson is 165 Fleet Street, London EC4A 2AE. The telephone number of the registered office is +44 (0) 20 7822 0000.

3 Cookson Directors' interests

3.1 Interests of Cookson Directors in relevant securities of Cookson

As at 30 October 2012 (being the latest practicable date prior to publication of this document), the interests of the Cookson Directors (within the meaning of Part 22 of the Companies Act) and their immediate families, related trusts and connected persons, all of which are beneficial unless otherwise stated, in the issued share capital of Cookson were (with the exception of allocations and options in respect of Cookson Shares which are set out in paragraph 3.2 below) as follows:

Cookson Directors	Number of Cookson Shares	Percentage of existing issued share capital beneficially owned (%)
Jeff Harris	30,000	0.011
Nick Salmon	890,584	0.320
Mike Butterworth	457,662	0.164
Steve Corbett	53,672	0.019
François Wanecq	1,145,316	0.411
Dr Emma FitzGerald	2,282	0.001
Christer Gardell(1)	0	0
Jeff Hewitt	15,284	0.005
Peter Hill CBE	5,000	0.002
Jan Oosterveld	16,254	0.006
John Sussens	26,000	0.009

Note:

(1) Mr Gardell is Managing Partner of, and has a financial interest in, Cevian Capital which held just over 20 per cent. of Cookson's issued share capital on the date of his appointment to the Cookson Board and as at 30 October 2012 (being the latest practicable date prior to the publication of this document).

3.2 Interests of Cookson Directors in awards over Cookson Shares

As at 30 October 2012 (being the latest practicable date prior to publication of this document), the following awards in respect of Cookson Shares had been granted to the following Cookson Directors and remained outstanding under the Cookson Employee Share Plans:

Awards under LTIP

Cookson Director	Grant date	Type of award	Share awards outstanding	Performance period	Earliest vesting exercise/date (subject to performance)
Nick Salmon	07/04/10	Performance shares	89,843	01/01/10-31/12/12	07/04/13
		Matching shares	86,605	01/01/10-31/12/12	07/04/13
	01/04/11	Performance shares	78,332	01/01/11-31/12/13	01/04/14
		Matching shares	133,192	01/01/11-31/12/13	01/04/14
	05/04/12	Performance shares	78,332	01/01/12-31/12/14	05/04/15
		Matching shares	32,630	01/01/12-31/12/14	05/04/15
Mike Butterworth	07/04/10	Performance shares	54,522	01/01/10-31/12/12	07/04/13
		Matching shares	52,556	01/01/10-31/12/12	07/04/13
	01/04/11	Performance shares	48,464	01/01/11-31/12/13	01/04/14
		Matching shares	91,234	01/01/11-31/12/13	01/04/14
	05/04/12	Performance shares	48,464	01/01/12-31/12/14	05/04/15
		Matching shares	39,525	01/01/12-31/12/14	05/04/15
Steve Corbett	07/04/10	Performance shares	54,166	01/01/10-31/12/12	07/04/13
	01/04/11	Performance shares	49,089	01/01/11-31/12/13	01/04/14
	05/04/12	Performance shares	56,498	01/01/12-31/12/14	05/04/15
		Matching shares	106,444	01/01/12-31/12/14	05/04/15
François Wanecq	07/04/10	Performance shares	93,327	01/01/10-31/12/12	07/04/13
		Matching shares	61,761	01/01/10-31/12/12	07/04/13
	01/04/11	Performance shares	78,656	01/01/11-31/12/13	01/04/14
		Matching shares	176,367	01/01/11-31/12/13	01/04/14
	05/04/12	Performance shares	79,619	01/01/12-31/12/14	05/04/15
		Matching shares	32,475	01/01/12-31/12/14	05/04/15

Awards under DSBP

Director	Grant date	Type of award	Share award outstanding	Vesting date
Nick Salmon	01/04/11	Deferred shares	38,211	01/04/14

Save as disclosed in this paragraph 3, none of the Cookson Directors nor any member of his immediate family or any connected person holds or is beneficially or non-beneficially interested, directly or indirectly, in any shares of, or options to subscribe for, or securities convertible into, shares of, Cookson or any of its subsidiary undertakings.

No Cookson Director is or has been interested in any transactions which are or were unusual in their nature or conditions or significant to the business of Cookson or the Cookson Group during the current or immediately preceding financial year or which were effected during any earlier financial year and remain in any respect outstanding or unperformed.

4 Major shareholders

4.1 Insofar as is known to Cookson by reference to relevant notifications made in accordance with rule 5.1 of the Disclosure and Transparency Rules, up to 30 October 2012 (being the latest practicable date prior to the publication of this document), the only persons who hold voting rights whether direct or indirect of, and/or holdings, whether direct or indirect, of certain financial instruments which give the holder an unconditional right or a right exercisable in his sole discretion to acquire (within the meaning of rule 5 of the Disclosure and Transparency Rules and Part 22 of the Companies Act), 3 per cent. or more of the issued share capital of Cookson are as follows:

Cookson Shareholder	Number of Cookson Shares	Percentage of existing issued share capital beneficially owned (%)
Cevian Capital II G.P. Ltd	55,693,446	20.01
Morgan Stanley	16,457,178	5.91
AXA S.A.	14,767,157	5.34
Pelham Capital Management LLP	14,431,888	5.22
Standard Life Investments Ltd	13,546,133	4.87
Lloyds Banking Group plc	13,213,880	4.78
BlackRock, Inc	12,324,264	4.46
Fidelity Investments Limited	11,596,056	4.20
Governance for Owners LLP	11,199,895	4.05

4.2 Save as disclosed in this paragraph 4, Cookson is not aware by reference to relevant notifications made in accordance with Rule 5.1 of the Disclosure and Transparency Rules of any person who, as at 30 October 2012 (being the latest practicable date prior to the publication of this document), directly or indirectly, has a holding which exceeds the threshold of 3 per cent. or more of the total voting rights attaching to the issued share capital of Cookson.
4.3 Cookson is not aware of any persons who, as at 30 October 2012 (being the latest practicable date prior to the publication of this document), directly or indirectly, jointly or severally, will exercise or could exercise control over Cookson nor is it aware of any arrangements the operation of which may at a subsequent date result in a change in control of Cookson.
4.4 None of the shareholders referred to in this paragraph 4 has or will have different voting rights from any other holder of Cookson Shares in respect of any Cookson Shares held by them.

5 Cookson Director remuneration and pensions

5.1 Remuneration

The remuneration paid (including any contingent or deferred compensation but excluding pension benefits which are described in the service agreements of those Cookson Directors who receive pension benefits summarised in paragraph 6 below) and benefits in kind granted to the current Cookson Directors for the financial year ended 31 December 2011 (in their capacity as Directors or employees of the Cookson Group) are set out in the table below:

and Non-Executive Directors' fees (£)	Benefits in kind (£)	Annual incentive bonuses (£)	2011 total remuneration (£)
			468,800
			666,315
			16,667
			—
164,000	—	—	164,000
			55,000
			40,000
			40,000
			657,556
			55,000
548,974	24,784	99,529	673,287
2,120,099	69,671	646,855	2,836,625
	334,160 326,193 16,667 — 55,000 40,000 40,000 540,105 55,000	13,507 13,929 — — — — — 17,451 —	Base salary 121,133 326,193 — — — — — 100,000 —

Notes:

(1) Mr Corbett joined the Board of Cookson on 1 May 2012.

(2) Mr Gardell joined the Board of Cookson on 1 June 2012.

5.2 Pension benefits

The total amounts paid, set aside or accrued by Cookson for the provision of pensions, retirement or similar benefits to the Cookson Directors (in their capacity as Directors or employees of the Cookson Group) for the financial year ended 31 December 2011 amounted to £566,359. Further details about the Directors' current arrangements are set out in the service agreements of the Cookson Directors summarised in paragraph 6 below.

6 Cookson Directors' service agreements

6.1 Set out below are details of the service agreements or letters of appointment of each of the Cookson Directors:
(a) Pursuant to the terms of a letter of engagement with Cookson dated 23 March 2010, Jeff Harris agreed to serve as Non-Executive Chairman of Cookson for an annual fee of £164,000. Mr Harris was appointed as a Director on 1 April 2010, and as Chairman with effect from Cookson's 2010 annual general meeting, for a fixed period which is due to expire at the conclusion of the annual general meeting in 2016. It can be terminated by either party on six months' notice and will terminate automatically if Mr Harris is removed from office by a resolution of Cookson Shareholders or is not re-elected to office. Any compensation for loss of office would be based upon his fee. None of the other Non-Executive Directors is entitled to receive compensation for loss of office at any time.

Mr Harris has confirmed his intention to retire from Cookson with effect from the date of completion of the Demerger. He has agreed to waive his notice entitlement. This arrangement is documented under and governed by English law.

(b) Nick Salmon is employed as Chief Executive pursuant to the terms of a service agreement with Cookson dated 14 June 2004. Mr Salmon is paid a basic annual salary of £540,105 and is eligible to receive a discretionary annual bonus based on Cookson's performance. In addition, he is entitled to certain benefits in kind, comprising a company car allowance and the assessed benefits arising from the contractual payments of medical insurance and life assurance. Mr Salmon is not entitled to participate in any of the pension arrangements of Cookson, but in accordance with his contract, he received a pension allowance of 30 per cent. of base salary in 2011 to enable him to make his own pension provision. Mr Salmon's pension allowance in 2011 amounted to £162,031 (2010: £158,080). Mr Salmon's appointment is terminable by Cookson on not less than 12 months' written notice, and by Mr Salmon on not less than six months' written notice. The service agreement provides that, in the event of termination notice by either party, Cookson may make a payment in lieu of any remaining notice to Mr Salmon. Any such payment in lieu will consist of the base salary, pension contributions and value of benefits to which Mr Salmon would have been entitled for the duration of the remuneration notice period, along with a pro rata sum in respect of any annual incentive remuneration for the year in which his employment terminates, net of statutory deductions in each case. Half of this payment will be made in a lump sum, the remainder in equal monthly instalments commencing in the month in which the midpoint of Mr Salmon's foregone notice period falls; if Mr Salmon finds a role paying equivalent or better base salary or fees, no further instalments shall be payable, and the value of any lesser new base salary or fees shall be deducted from any further instalments. Mr Salmon is subject to certain non-compete covenants for a period of nine months, and non-solicitation covenants for a period of 12 months, following the termination of his employment.

Mr Salmon has confirmed his intention to retire from Cookson on 31 December 2012 if the Demerger has completed by this date. He has agreed to waive his notice entitlement in consideration for "good leaver" status in relation to his entitlements under the Cookson LTIP and his retention of any annual incentive entitlement for 2012. This arrangement is documented under and governed by English law.

(c) Mike Butterworth is employed as Finance Director pursuant to the terms of a service agreement with Cookson dated 25 May 2005. Mr Butterworth is paid a basic annual salary of £334,160 and is eligible to receive a discretionary annual bonus based on Cookson's performance. In addition, he is entitled to certain benefits in kind, comprising a company car allowance and the assessed benefits arising from the contractual payments of medical insurance and life assurance. Mr Butterworth is not entitled to participate in any of the pension arrangements of Cookson, but in accordance with his contract he received a pension allowance of 30 per cent. of base salary in 2011 to enable him to make his own pension provision. Mr Butterworth's pension allowance in 2011 amounted to £100,248 (2010: £95,931). Mr Butterworth's appointment is terminable by Cookson on not less than 12 months' written notice, and by Mr Butterworth on not less than six months' written notice. The service agreement provides that, in the event of termination notice by either party, Cookson may make a payment in lieu of any remaining notice to Mr Butterworth. Any such payment in lieu will consist of the base salary, pension contributions and value of benefits to which Mr Butterworth would have been entitled for the duration of the remaining notice period, along with a pro rata sum in respect of any annual incentive remuneration for the year in which his employment terminates, net of statutory deductions in each case. Half of this payment will be made in a lump sum, the remainder in six equal monthly instalments commencing in the month in which the midpoint of Mr Butterworth's foregone notice period falls; if Mr Butterworth finds a role paying equivalent or better base salary or fees, in which case no further instalments shall be payable, and the value of any lesser new base salary or fees shall be deducted from any further instalments. Mr Butterworth is subject to certain non-compete covenants for a period of nine months, and non-solicitation covenants for a period of 12 months, following the termination of his employment.

Mr Butterworth has indicated his intention to leave Cookson once the Demerger has been implemented in practice, but will continue to assist with the transition and to provide services to both Alent and Vesuvius until 29 March 2013 (unless mutually agreed otherwise) when each has completed its year-end accounts for 2012. Mr Butterworth will also act as Interim Finance Director of Alent plc until a permanent appointee has joined Alent. He has agreed to waive his notice entitlement in consideration for "good leaver" status in relation to his entitlements under the Cookson LTIP and his retention of any pro-rated annual incentive entitlement up to his date of departure. This arrangement is documented under and governed by English law.

(d) Steve Corbett is employed as Chief Executive of Alent Investments Limited pursuant to the terms of a service agreement with Alent Investments Limited dated 31 October 2012. He will become Chief Executive Officer of Alent plc upon completion of the Demerger. Mr Corbett is currently paid a basic annual salary of \$625,000 which will increase to \$750,000 when he becomes Chief Executive of Alent plc upon completion of the Demerger and is eligible to receive a discretionary annual bonus based on Cookson's performance. In addition, he is entitled to certain benefits in kind, comprising a company car allowance and the assessed benefits arising from the contractual payments of medical insurance and life assurance. Mr Corbett currently participates in Cookson's US Pension Plans. Under the Cookson Electronics, Inc 401(k) Savings Plan, Cookson matches any contribution made by Mr Corbett up to 6 per cent. of cash compensation, and then pays an additional discretionary matching contribution of up to 7 per cent. of Mr Corbett's cash compensation each year. Under the Cookson Supplemental Savings and Retirement Plan for Executives, Cookson matches any contribution made by Mr Corbett up to 6 per cent. of cash compensation, and then pays an additional discretionary matching contribution of up to 7 per cent. of Mr Corbett's cash compensation each year. In addition Mr Corbett receives a contribution of 9.1 per cent. of his cash compensation each year. From 1 January 2013. Mr Corbett will receive a pension allowance equivalent to 30 per cent. of his base salary to invest in pension provision as he chooses or to take as a salary supplement. Mr Corbett's appointment is terminable on not less than 12 months' written notice, and by Mr Corbett on not less than six months' written notice. Alent Investments Limited has the option to make a payment in lieu of part or all of the required notice period. Any such payment in lieu will consist of the base salary, pension contributions and value of benefits to which Mr Corbett would have been entitled for the duration of the remaining notice period, net of statutory deductions in each case, less \$20,000. Half of this payment will be made in a lump sum, the remainder in six equal monthly instalments commencing in the month in which the midpoint of Mr Corbett's foregone notice period falls; if Mr Corbett finds a role paying equivalent or better base salary or fees, no further instalments shall be payable, and the value of any lesser new base salary or fees shall be deducted from any further instalments. Mr Corbett is subject to certain non-compete and non-solicitation covenants for a period of 12 months following the termination of his employment. The agreement is governed by the law of the State of Rhode Island, USA.

Mr Corbett has confirmed his intention to resign his directorship of Cookson with effect from the date of completion of the Demerger. This arrangement is documented under and governed by English law.

(e) François Wanecq is employed as an Executive Director pursuant to the terms of a service agreement with Cookson dated 17 October 2012. He will become Chief Executive Officer of Vesuvius plc upon completion of the Demerger. Mr Wanecq is paid a basic annual salary of €632,528, which will increase to £550,000 when he becomes Chief Executive of Vesuvius plc on completion of the Demerger, and is eligible to receive a discretionary annual bonus based on company performance. In addition, he is entitled to certain benefits in kind, comprising a company car allowance, relocation benefits and the assessed benefits arising from the contractual payments of medical insurance and life assurance. Mr Wanecq is entitled to receive a pension allowance of 30 per cent. of base salary which he can use to participate in Cookson's pension arrangements, invest in his own pension arrangements, or take as a cash supplement (or any combination of the aforementioned options). Mr Wanecq's appointment is terminable by Cookson on not less than 12 months' written notice, and by Mr Wanecq on not less than six months' written notice. Cookson has the option to make a payment in lieu of part or all of the required notice period. Any such payment in lieu will consist of the base salary, pension contributions and value of benefits to which Mr Wanecq would have been entitled for the duration of the remaining notice period, net of statutory deductions in each case. Half of this payment will be made in a lump sum, the remainder in equal monthly instalments commencing in the month in which the midpoint of Mr Wanecq's foregone notice period falls; if Mr Wanecq finds a role paying equivalent or better base salary or fees, no further instalments shall be payable, and the value of any lesser new base salary or fees shall be deducted from any further instalments. Mr Wanecq is subject to certain non-compete covenants for a period of nine months, and non-solicitation covenants for a period of 12 months, following the termination of his employment. The agreement is governed by English law.
(f) Pursuant to the terms of a letter of engagement with Cookson dated 24 June 2011, Emma FitzGerald agreed to serve as Non-Executive Director of Cookson for an annual fee of £40,000. This appointment commenced on 1 August 2011, and Dr Fitzgerald was re-elected for a three-year term with effect from Cookson's annual general meeting in May 2012. Her appointment is subject to Cookson's Articles of Association, and will terminate automatically without compensation if she is not re-elected as a Director at an AGM, or is removed as a Director by shareholder resolution.

Dr Fitzgerald has confirmed her intention to retire from Cookson with effect from the date of completion of the Demerger. This arrangement is documented under and governed by English law.

(g) Pursuant to the terms of a letter of engagement with Cookson dated 16 May 2012, Christer Gardell agreed to serve as Non-Executive Director of Cookson for an annual fee of £40,000. This appointment commenced on 1 June 2012, and Mr Gardell was to stand for election to a three-year term with effect from Cookson's annual general meeting in May 2013. His appointment is subject to Cookson's Articles of Association, and will terminate automatically without compensation if he is not re-elected as a Director at an AGM, or is removed as a Director by shareholder resolution. Mr Gardell is Managing Partner of Cevian Capital, which held just over 20 per cent. of Cookson's shares on the date of his appointment to the Cookson Board.

Mr Gardell has confirmed his intention to retire from Cookson with effect from the date of completion of the Demerger. This arrangement is documented under and governed by English law.

(h) Pursuant to the terms of a letter of engagement with Cookson dated 20 May 2005, Jeff Hewitt serves as Non-Executive Director of Cookson for an annual fee of £40,000, plus an additional fee of £15,000 payable to him for his role as Chairman of the Audit Committee. This appointment commenced on 1 June 2005, and Mr Hewitt was re-elected for successive three-year terms with effect from Cookson's annual general meetings in 2006, 2009 and 2012. His appointment is subject to Cookson's Articles of Association, and will terminate automatically if he is not re-elected as a Director at an AGM, or is removed as a Director by shareholder resolution.

Mr Hewitt has confirmed his intention to retire from Cookson with effect from the date of completion of the Demerger. This arrangement is documented under and governed by English law.

(i) Pursuant to the terms of a letter of engagement with Cookson dated 1 February 2010, Peter Hill serves as Non-Executive Director of Cookson for an annual fee of £40,000. This appointment commenced on 1 February 2010, and Mr Hill was re-elected for a three-year term with effect from Cookson's annual general meeting in 2010. His appointment is subject to Cookson's Articles of Association, and will terminate automatically if he is not re-elected as a Director at an AGM, or is removed as a Director by shareholder resolution.

Mr Hill has confirmed his intention to retire from Cookson with effect from the date of completion of the Demerger. This arrangement is documented under and governed by English law.

(j) Pursuant to the terms of a letter of engagement with Cookson dated 11 June 2004, Jan Oosterveld serves as Non-Executive Director of Cookson for an annual fee of £40,000. This appointment commenced on 15 June 2004, and Mr Oosterveld was re-elected for successive three-year terms with effect from Cookson's annual general meetings in 2005, 2008 and 2011. His appointment is subject to Cookson's Articles of Association, and will terminate automatically if he is not re-elected as a Director at an AGM, or is removed as a Director by shareholder resolution.

Mr Oosterveld has confirmed his intention to retire from Cookson with effect from the date of completion of the Demerger. This arrangement is documented under and governed by English law.

(k) Pursuant to the terms of a letter of engagement with Cookson dated 5 April 2004, John Sussens serves as Non-Executive Director of Cookson for an annual fee of £40,000, plus additional fees of £5,000 payable to him as Chairman of the Remuneration Committee and £10,000 payable to him as Senior Independent Director. This appointment commenced on 1 May 2004, and Mr Sussens was re-elected for successive three-year terms with effect from Cookson's annual general meetings in 2005, 2008 and 2011. His appointment is subject to Cookson's Articles of Association, and will terminate automatically if he is not re-elected as a Director at an AGM, or is removed as a Director by shareholder resolution.

Mr Sussens has confirmed his intention to retire from Cookson with effect from the date of completion of the Demerger. This arrangement is documented under and governed by English law.

6.2 All incentive pay for the Cookson Executive Directors is currently subject to clawback arrangements. In the event that a misstatement is identified in the Cookson Group's consolidated financial statements which requires the restatement of a prior year's accounts in order to ensure compliance with the requirements of International Financial Reporting Standards or any applicable law, then such portion as the Cookson Remuneration Committee deems appropriate of any variable executive remuneration (including from both the annual incentive and the long term incentives) resulting from a measure of financial performance affected by the misstatement will be subject to clawback provisions.
6.3 Save as disclosed in this document, there are no service agreements or agreements for the provision of services existing or proposed between the Cookson Directors and Cookson or the Cookson Group.

7 Cookson Share Plans

The principal features of the Cookson Employee Share Plans (being those under which options/awards remain outstanding) are summarised below.

7.1 The Cookson Group Long-Term Incentive Plan 2004 ("LTIP")

7.1.1 Eligibility

The Cookson Remuneration Committee may select any employee (including Executive Directors) of the Cookson Group to participate in the LTIP. Current participants in the LTIP include the Executive Directors and senior divisional and corporate executives.

7.1.2 Awards

An award takes the form of an option with a nil exercise price or an allocation, being a deferred right to acquire Shares in the future at no cost to the participant. The Cookson Remuneration Committee may also decide that an award should take the form of restricted shares if it would be advantageous for tax or other reasons for a participant to hold restricted shares.

Awards may normally only be granted during the period of six weeks from the announcement by Cookson of its annual results for any period (but at other times in exceptional circumstances). No awards may be granted more than 10 years after the LTIP was adopted. Awards are personal to a participant and, except on death, may not be transferred.

There are two types of award that the Cookson Remuneration Committee may make under the LTIP:

(a) Performance share awards

The Cookson Remuneration Committee may select employees to receive performance share awards. All performance share awards are subject to performance conditions and the value of Shares subject to a performance share award cannot exceed 100 per cent. of an employee's annual base salary as at the award date.

(b) Matching share awards

The Cookson Remuneration Committee may invite employees to invest part or all of their annual cash bonus in Shares. An employee is granted a matching share award in respect of the amount of his annual cash bonus that he has invested in Shares as if the bonus had been invested on a pre-tax basis. All matching share awards are subject to performance conditions.

The maximum value of Shares subject to a matching share award is equal to 225 per cent. of the value of Shares that the employee could have acquired if his bonus had been invested on a pre-tax basis. If the employee disposes of the Shares that he has purchased within three years of the grant of a matching share award, the number of Shares subject to his matching share award is reduced proportionately.

7.1.3 Performance conditions

The conditions that apply to awards are disclosed in the Annual Report and Accounts for the year concerned. The Cookson Remuneration Committee may amend the performance conditions which apply to any award.

Awards granted on or after 7 March 2007 but before 2011 are split so that 50 per cent. of an award is subject to the following performance condition. Cookson's TSR is compared to that of the FTSE Mid 250 Index excluding Investment Trusts (the "Comparator Group") over a period of three financial years. No Shares vest if Cookson's TSR performance is below the median performance of the Comparator Group. At median, 12.5 per cent. of performance share awards vest and participants receive a matching share award of 0.25 matching shares for every Share invested. At upper quintile, 50 per cent. of performance share awards vest and participants receive a matching share award of 1.125 matching shares for every Share invested. There is straight-line vesting between median and upper quintile performance. The remaining 50 per cent. of an award is subject to a performance condition based on Cookson's headline EPS. The EPS condition is linked to the annualised, compounded growth in Cookson's EPS over a period of three financial years. If the EPS growth is at least equal to the increase in the RPI plus 3 per cent. compound per annum, 12.5 per cent. of the performance share awards vest and participants receive a matching share award of 0.25 matching shares for every Share invested. If the EPS growth is at least equal to RPI plus 10 per cent. compound per annum, 50 per cent. of the performance share awards vest and participants receive a matching share award of 1.125 matching shares for every Share invested. There is straight-line vesting between these points.

However, awards do not vest unless the Cookson Remuneration Committee is satisfied that the vesting of awards is justified by the underlying financial performance of Cookson.

Awards granted in 2011 and 2012 are also split so that 50 per cent. of an award is subject to the same TSR performance condition as in previous years. The remaining 50 per cent. of an award is subject to an EPS performance condition based on Cookson's headline EPS for the final financial year of the three-year performance period. For the 2011 award, if Cookson's headline EPS for the 2013 financial year is at least equal to 82 pence, 12.5 per cent. of the performance share awards vest and participants receive a matching share award of 0.25 matching shares for every Share invested. If Cookson's headline EPS for the 2013 financial year is at least equal to 98.5 pence, 50 per cent. of the performance share awards vest and participants receive a matching share award of 1.125 matching shares for every Share invested. There is straight-line vesting between these points. For 2012, the EPS thresholds for the 2014 financial year are 85 pence and 105 pence or more (respectively).

7.1.4 Vesting of awards

Awards normally vest on the third anniversary of the date of grant but only to the extent that the performance conditions have been met. Normally, a participant must remain employed by the Cookson Group to receive his Shares. If the participant ceases employment in circumstances other than where he has voluntarily resigned or been summarily dismissed, the Cookson Remuneration Committee has the discretion to allow a participant to keep his awards. The Cookson Remuneration Committee will usually exercise its discretion on the basis that the awards cannot vest before their third anniversary and only if the performance conditions have been satisfied. The Cookson Remuneration Committee may then determine that the number of Shares in respect of which an award vests shall be reduced proportionately on a time basis. The Cookson Remuneration Committee may also allow awards to vest prior to their third anniversary to the extent that the performance conditions have been satisfied at the time that the participant ceases employment but on the basis that the number of Shares that vest shall then be reduced proportionately on a time basis, unless the Cookson Remuneration Committee decides otherwise.

7.1.5 Limits on issue of Shares

The following limits apply to the LTIP:

(a) in any 10-year period, the number of new Shares which may be issued or placed under award under the LTIP and under any discretionary employees' share scheme established by Cookson may not exceed 5 per cent. of the issued ordinary share capital of Cookson from time to time; and
(b) in any 10-year period, the number of new Shares which may be issued or placed under award under the LTIP and under any employees' share scheme established by Cookson may not exceed 10 per cent. of the issued ordinary share capital of Cookson from time to time.

Any treasury Shares transferred to participants will be treated as issued for the purposes of the above limits. The Cookson ESOP may subscribe for or purchase Shares to be used to satisfy awards granted under the LTIP.

7.1.6 Change of control

If there is a takeover, reconstruction or winding-up of Cookson, awards may vest early to the extent that the performance conditions have been met as at that time, but on the basis that the number of Shares that vest shall then be reduced proportionately on a time basis, unless the Cookson Remuneration Committee decides otherwise. An internal reorganisation will not trigger the vesting of awards.

7.1.7 Variation of capital

In the event of any increase or variation of Cookson's share capital or a demerger, special dividend or similar event, the Cookson Remuneration Committee may adjust the number of Shares which a participant can acquire under his award.

7.1.8 Amendments

The Cookson Remuneration Committee may amend the LTIP at any time. The prior approval of Cookson in general meeting is required for amendments to the advantage of participants relating to eligibility, limits, rights to exercise awards and variations of capital except for minor amendments to benefit the administration of the LTIP, to take account of changes in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or any member of the Cookson Group. Amendments to the disadvantage of participants require the majority consent of those affected participants who respond to Cookson.

7.2 The Cookson Group Deferred Share Bonus Plan 2007 ("DSBP")

7.2.1 Eligibility

The Cookson Remuneration Committee may select any employee (including executive directors) of the Cookson Group to participate in the DSBP if they are eligible to receive a discretionary bonus under any discretionary bonus arrangement operated by the Cookson Group. The current participants in the DSBP include Mr Salmon, Cookson Chief Executive, who received an award in 2011 over 38,211 Cookson Shares, and divisional and corporate managers who do not participate in the LTIP.

7.2.2 Awards

An award takes the form of an allocation, being a deferred right to acquire Shares in the future at no cost to the participant. The Cookson Remuneration Committee may also decide that an award should take the form of restricted Shares if it would be advantageous for tax or other reasons for a participant to hold restricted Shares.

Awards may normally only be granted during the period of six weeks from the announcement by Cookson of its results for any period (but at other times in exceptional circumstances). Awards are personal to a participant and, except on death, may not be transferred.

No new Shares may be issued to satisfy awards granted under the DSBP and only existing Shares (other than treasury Shares) can be used.

7.2.3 Vesting of awards

Awards normally vest on the third anniversary of the date of grant. If a participant ceases employment by reason of death, retirement, injury or disability, redundancy, as a result of the company or business for which he works being transferred to a person outside the Cookson Group, or for any other reason if the Cookson Remuneration Committee so decides, awards vest on the date of cessation. If a participant ceases employment for any other reason, any award held by him automatically lapses.

7.2.4 Change of control

If there is a takeover, reconstruction or winding-up of Cookson, awards vest early on such event. An internal reorganisation will not trigger the vesting of awards.

7.2.5 Variation of capital

7.2.6 Amendments

The Cookson Remuneration Committee may amend the DSBP at any time. Amendments to the disadvantage of participants require the majority consent of those affected participants who respond to Cookson.

7.3 The Cookson UK Executive Share Option Scheme (1995) (the "1995 Approved Scheme") and the Cookson Executive Share Option Scheme (1995) (the "1995 Unapproved Scheme") (together the "1995 Schemes")

No further options can be granted under the 1995 Schemes but some options remain outstanding and below is a summary of the features of the 1995 Schemes relevant to those outstanding options.

7.3.1 Background

Prior to the approval of the LTIP in 2004, Cookson operated the 1995 Schemes to reward longterm performance. Under the 1995 Schemes, Cookson granted share options with an option exercise price fixed by reference to the market price prevailing at the time of grant, the exercise of which was subject to a headline EPS performance condition. The last grant under the 1995 Schemes was made in 2003. The majority of options granted under the 1995 Schemes have been exercised, but options remain outstanding over 160,000 Cookson Shares that are still capable of exercise.

7.3.2 Exercise of options

All options outstanding under the 1995 Schemes are already exercisable.

7.3.3 Change of control

In the event of a takeover, reconstruction or winding-up of Cookson, the exercise of options is permitted for a short period following such event. Options automatically lapse if not exercised during this period.

7.3.4 Variation of capital

In the event of any variation of share capital, the Cookson Board may make such adjustments as it considers appropriate to the number of Shares under option and the price at which they may be acquired. In the case of the 1995 Approved Scheme, the prior approval of HMRC is required for any adjustments.

7.3.5 Amendments

The 1995 Schemes may be altered by the Cookson Board at any time. The prior approval of Cookson in general meeting is required for amendments to the advantage of participants except for minor amendments to benefit the administration of the 1995 Schemes, to take account of changes in legislation, or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or any member of the Cookson Group. Amendments to the disadvantage of participants require the majority consent of those affected participants who respond to Cookson. The consent of HMRC is required in respect of amendments to the 1995 Approved Scheme.

7.4 Effects of the Proposals on the Cookson Employee Share Plans

A summary of the effects of the Proposals on the Cookson Employee Share Plans is set out at paragraph 9 of Part II of this document.

8 New Employee Share Plans

Subject to the approval of Cookson shareholders, Alent proposes to establish the Alent Share Plan and Vesuvius proposes to establish the Vesuvius Share Plan. Ordinary Resolutions 5 and 4 in the notice of General Meeting in Part XVI of this document seek the approval of Cookson Shareholders for these New Employee Share Plans. The principal features of these New Employee Share Plans are summarised below.

8.1 Alent Share Plan Summary

8.1.1 Introduction

The Alent Share Plan is an umbrella plan which incorporates features similar to the existing Cookson Share Award Plans (other than matching share arrangements). In addition, the Alent Share Plan permits the grant of market-price options and restricted share awards. It is intended that Alent plc will also establish a new employee trust for the benefit of its employees and former employees (and their immediate families). The new trust can be used to purchase Alent Shares in the market or subscribe for Alent Shares subject to the limits in 8.1.7 below to satisfy awards granted under the Alent Share Plan.

8.1.2 Eligibility

Any person who is an employee of Alent (including an Executive Director of Alent plc) is eligible to be granted an award under the Alent Share Plan in any of the forms described below (an "Award"). Awards are made at the discretion of the Alent Remuneration Committee.

8.1.3 Form of Awards

The Alent Share Plan will permit Awards to be granted as:

(a) performance share awards;
(b) deferred share bonus awards;
(c) restricted share awards; and
(d) market-price options,
as further explained below.

No price is payable for the grant of an Award. Awards are not pensionable. Awards which are not market-price options can be granted in the form of conditional share awards, nil-cost options, or such other form as the Alent Remuneration Committee considers has a substantially similar effect.

Performance share awards

These are rights to acquire Alent Shares subject to satisfaction of one or more performance conditions. Alent Shares can be acquired after a vesting period at no cost to the participant.

The Alent Remuneration Committee intends initially to set performance conditions with performance metrics similar to those that have applied in the LTIP (i.e. based on a combination of earnings per share and total shareholder return), and the performance scale is intended to be set so that it is of similar difficulty to that which currently applies under the LTIP.

Deferred share bonus awards

Deferred share bonus awards can be granted to selected executives if they are eligible to receive a discretionary bonus under any discretionary bonus arrangement operated by Alent. Deferred share bonus awards are therefore rights to acquire Alent Shares after a vesting period at no cost to the participant. As discretionary share bonus awards represent the deferral of a bonus which a participant would otherwise have received, normally no further performance conditions will apply.

Restricted share awards

These are similar to performance share awards, but without performance conditions. Restricted share awards will not be granted to Executive Directors, except in exceptional circumstances (for instance, on recruitment).

Market-price options

These are options with an exercise price payable, which will be determined by the Alent Remuneration Committee before grant, provided that it shall not be less than the average middle-market quotation of an Alent Share, as derived from the London Stock Exchange Daily Official List, for the three dealing days immediately preceding the date of grant (or such other number of dealing days immediately preceding the date of grant as the Alent Remuneration Committee shall determine).

The Alent Remuneration Committee can set performance conditions which must be satisfied before a market-price option can be exercised. In the case of market-price options to be granted to Executive Directors, these will always have performance conditions.

8.1.4 Tax-approved options

Part of the Alent Share Plan has been designed for approval by HMRC (the "UK Approved Part"), so that UK employees (and Executive Directors, provided they are required to devote not less than 25 hours per week to the performance of their duties of employment) can be granted UK tax approved market-price options. In the case of US executives, the Alent Remuneration Committee can similarly grant incentive stock options that qualify for favourable tax treatment in the US. In the case of French executives, the Alent Remuneration Committee can also grant market-price options that qualify for favourable tax treatment in France.

8.1.5 Grant of Awards

Awards may normally only be granted in the six weeks beginning with the date of Alent Admission, the date of HMRC approval of the UK Approved Part and thereafter in the six week period commencing on the dealing day following the date on which Alent plc announces its results for any period. Awards may be granted outside these periods in exceptional circumstances. No Awards may be granted more than 10 years after 26 November 2012, the date of Cookson shareholder approval of the Alent Share Plan. Awards granted under the Alent Share Plan are personal to the participant and may not be transferred except on death.

8.1.6 Individual limits

For the purposes of the individual limits set out below, the Alent Remuneration Committee shall apply an appropriate exchange ratio (based on equivalent values) whenever a participant is granted more than one type of award (ignoring deferred share bonus awards) in the same financial year. The blended grant will therefore not exceed the value of a single grant.

Performance share awards

No participant may in any financial year receive Awards of performance shares over Alent Shares with an aggregate value in excess of 200 per cent. of their basic salary.

Deferred share bonus awards

Since this replaces a discretionary bonus which could have been paid under any discretionary bonus arrangement operated by Alent, there is no further individual limit.

Restricted share awards

No participant may in any financial year receive Awards of restricted shares over Alent Shares with an aggregate value in excess of 150 per cent. of their basic salary (or higher) in exceptional circumstances, (e.g. for a new recruit to buy-out awards granted by his previous employer). If, in exceptional circumstances, a restricted share award is granted to an Executive Director, that will not affect the individual limits applying to any other Awards that may be granted to him in the same financial year. However, this will not be the case where restricted share awards are granted to employees who are not directors of Alent plc.

Market-price options

No participant may in any financial year receive grants of market price options over Alent Shares with an aggregate value in excess of 300 per cent. of their basic salary.

8.1.7 Overall limits

The Alent Share Plan contains the following limits:

(a) The number of Alent Shares that may be issued under Awards under the Alent Share Plan and under awards granted under any other executive share plan of Alent plc and Cookson in any 10-year period may not exceed such number as represents 5 per cent. of Alent Shares in issue from time to time.
(b) The number of Alent Shares that may be issued under all Alent plc and Cookson employee share plans under grants made in any 10-year period may not exceed such number as represents 10 per cent. of Alent Shares in issue from time to time.

Although existing Alent Shares do not count towards the above limits, Alent Shares issued out of treasury will count towards the above limits for so long as this is required by institutional investor guidelines.

8.1.8 Shareholding guidelines

The Alent Remuneration Committee intends to set shareholding guidelines, to encourage Executive Directors to build a shareholding in Vesuvius equivalent in value to at least one year's basic salary. New Executive Directors will be allowed four years in which to acquire this shareholding.

8.1.9 Vesting of Awards

In normal circumstances, an Award may not vest earlier than three years from the date of grant (although, where considered appropriate by the Alent Remuneration Committee, restricted share awards may be granted with shorter vesting periods, for example, where they are granted as buy-out awards for new recruits). An Award which is subject to a performance condition will only vest to the extent that such performance condition is satisfied. Vesting of an Award is subject to continued employment during the vesting period. Any market-price options will lapse 10 years after the date of grant.

8.1.10 Leaving employment

An Award will lapse where a participant leaves Alent before vesting unless the cessation of employment is due to death, retirement (with the agreement of Alent Remuneration Committee), injury, disability, redundancy, as a result of the company or business for which he/ she works being transferred to a person outside Alent, or for any other reason at the discretion of the Alent Remuneration Committee.

If a participant ceases employment in one of the permitted circumstances set out above and the Award is subject to performance conditions, the Award will not lapse and will usually vest on the normal vesting date, but only if the performance conditions have been satisfied. The Alent Remuneration Committee may determine that the number of Alent Shares in respect of which an Award vests shall be reduced proportionately on a time basis. The Alent Remuneration Committee may also allow Awards to vest on the cessation of employment to the extent that the performance conditions are considered to have been satisfied at that time, but on the basis that the number of Alent Shares shall then be reduced proportionately on a time basis, unless the Alent Remuneration Committee decides otherwise.

If a participant ceases employment in one of the permitted circumstances set out above and the Award is not subject to performance conditions, the Award will vest on the date of cessation of employment, but the Alent Remuneration Committee has a discretion to reduce the number of Alent Shares that vest proportionately on a time basis.

8.1.11 Change of control

If there is a takeover, reconstruction, or winding-up of Alent plc, Awards will vest early, but, where performance conditions apply, only to the extent that performance conditions have been met as at that time. The number of Alent Shares that vest shall be reduced proportionately on a time basis, unless the Alent Remuneration Committee decides otherwise. An internal reorganisation will not trigger the early vesting of Awards.

8.1.12 Entitlement to dividends

In the case of Awards other than market-price options, the Alent Remuneration Committee may decide that participants should receive an additional benefit on vested Alent Shares calculated by reference to any dividends they would have received during the vesting period, as if they had held Alent Shares which vest from the date of grant. The benefit can be provided as a cash sum or in the form of additional Alent Shares. Alternatively, such Awards may be increased by deeming dividends paid on Alent Shares which vest to have been reinvested in further Alent Shares at the time of each dividend payment.

8.1.13 Cash alternative

Where an Award has vested, the Alent Remuneration Committee may elect, instead of issuing or procuring the transfer of Alent Shares, to pay cash to the participant concerned. The amount to be paid (subject to deduction of tax or similar liabilities) should be equal to the market value of the Alent Shares in the case of Awards other than market-price options, or, for market-price options, the amount by which the market value of the Alent Shares exceeds the exercise price. The cash alternative provisions will not apply where they would be tax-disadvantageous for the participant or Alent.

8.1.14 Variation of capital

In the event of any increase or variation of the issued share capital of Alent plc, or in the event of a demerger, special dividend or other similar event which affects the market price of Alent Shares to a material extent, the Alent Remuneration Committee may make such adjustments as it considers appropriate to the number of Alent Shares subject to an Award and, where relevant, the exercise price.

8.1.15 Amendments

The Alent Remuneration Committee may at any time amend the Alent Share Plan. The prior approval of Alent Shareholders in general meeting must be obtained in the case of any amendment to the advantage of participants, to the provisions relating to eligibility, limits, variation of capital and the basis for determining a participant's entitlement to Alent Shares. However, minor amendments to benefit the administration of the Alent Share Plan, to take account of any change in legislation, or to obtain or maintain favourable tax, exchange control, or regulatory treatment for participants or any member of Alent, may be made without the prior approval of Alent Shareholders in general meeting. Any amendment that is to the material disadvantage of participants requires their majority consent. The consent of HMRC is required in respect of amendments to key features of the UK Approved Part.

8.2 Vesuvius Share Plan summary

8.2.1 Introduction

The Vesuvius Share Plan is an umbrella plan which incorporates features similar to the existing Cookson Share Award Plans (other than matching share arrangements). In addition, the Vesuvius Share Plan permits the grant of market-price options and restricted share awards. It is intended that the Cookson ESOP will be amended so it can be used in conjunction with the Vesuvius Share Plan in the future.

8.2.2 Eligibility

Any person who is an employee of Vesuvius (including an Executive Director ) is eligible to be granted an award under the Vesuvius Share Plan in any of the forms described below (an "Award"). Awards are made at the discretion of the Vesuvius Remuneration Committee.

8.2.3 Form of Awards

The Vesuvius Share Plan will permit Awards to be granted as:

(a) performance share awards;

(b) deferred share bonus awards;
(c) restricted share awards; and
(d) market-price options,

as further explained below.

No price is payable for the grant of an Award. Awards are not pensionable. Awards which are not market-price options can be granted in the form of conditional share awards, nil-cost options, or such other form as the Vesuvius Remuneration Committee considers has a substantially similar effect.

Performance share awards

These are rights to acquire Vesuvius Shares subject to satisfaction of one or more performance conditions. Vesuvius Shares can be acquired after a vesting period at no cost to the participant.

The Vesuvius Remuneration Committee intends initially to set performance conditions with performance metrics similar to those that have applied in the LTIP (i.e. based on a combination of earnings per share and total shareholder return), and the performance scale is intended to be set so that it is of similar difficulty to that which currently applies under the LTIP.

Deferred share bonus awards

Deferred share bonus awards can be granted to selected executives if they are eligible to receive a discretionary bonus under any discretionary bonus arrangement operated by Vesuvius. Deferred share bonus awards are therefore rights to acquire Vesuvius Shares after a vesting period at no cost to the participant. As discretionary share bonus awards represent the deferral of a bonus which a participant would otherwise have received, normally no further performance conditions will apply.

Restricted share awards

Market-price options

These are options with an exercise price payable, which will be determined by the Vesuvius Remuneration Committee before grant, provided that it shall not be less than the average middle-market quotation of a Vesuvius Share, as derived from the London Stock Exchange Daily Official List, for the three dealing days immediately preceding the date of grant (or such other number of dealing days immediately preceding the date of grant as the Vesuvius Remuneration Committee shall determine).

The Vesuvius Remuneration Committee can set performance conditions which must be satisfied before a market-price option can be exercised. In the case of market-price options to be granted to Executive Directors, these will always have performance conditions.

8.2.4 Tax-approved options

Part of the Vesuvius Share Plan has been designed for approval by HMRC (the "UK Approved Part"), so that UK employees (and Executive Directors, provided they are required to devote not less than 25 hours per week to the performance of their duties of employment) can be granted UK tax approved market-price options. In the case of US executives, the Vesuvius Remuneration Committee can similarly grant incentive stock options that qualify for favourable tax treatment in the US. In the case of French executives, the Vesuvius Remuneration Committee can also grant market-price options that qualify for favourable tax treatment in France.

8.2.5 Grant of Awards

Awards may normally only be granted in the six weeks beginning with the date of Vesuvius Admission, the date of HMRC approval of the UK Approved Part and thereafter in the six week period commencing on the dealing day following the date on which Vesuvius announces its results for any period. Awards may be granted outside these periods in exceptional circumstances. No Awards may be granted more than 10 years after 26 November 2012, the date of Cookson Shareholder approval of the Vesuvius Share Plan. Awards granted under the Vesuvius Share Plan are personal to the participant and may not be transferred except on death.

8.2.6 Individual limits

For the purposes of the individual limits set out below, the Vesuvius Remuneration Committee shall apply an appropriate exchange ratio (based on equivalent values) whenever a participant is granted more than one type of Award (ignoring deferred share bonus awards) in the same financial year. The blended grant will therefore not exceed the value of a single grant.

Performance share awards

No participant may in any financial year receive awards of performance shares over Vesuvius Shares with an aggregate value in excess of 200 per cent. of their basic salary.

Deferred share bonus awards

Since this replaces a discretionary bonus which could have been paid under any discretionary bonus arrangement operated by Vesuvius, there is no further individual limit.

Restricted share awards

No participant may in any financial year receive awards of restricted shares over Vesuvius Shares with an aggregate value in excess of 150 per cent. of their basic salary (or higher in exceptional circumstances, e.g. for a new recruit to buy-out awards granted by his previous employer). If, in exceptional circumstances, a restricted share award is granted to an Executive Director, that will not affect the individual limits applying to any other Awards that may be granted to him in the same financial year. However, this will not be the case where restricted share awards are granted to employees who are not directors of Vesuvius plc.

Market-price options

No participant may in any financial year receive grants of market-price options over Vesuvius Shares with an aggregate value in excess of 300 per cent. of their basic salary.

8.2.7 Overall limits

The Vesuvius Share Plan contains the following limits:

(a) The number of Vesuvius Shares that may be issued under awards under the Vesuvius Share Plan and under awards granted under any other executive share plan of Vesuvius plc and Cookson in any 10-year period may not exceed such number as represents 5 per cent. of Vesuvius Shares in issue from time to time.
(b) The number of Vesuvius Shares that may be issued under all Vesuvius plc and Cookson employee share plans under grants made in any 10 year period may not exceed such number as represents 10 per cent. of Vesuvius Shares in issue from time to time.

Although existing Vesuvius Shares do not count towards the above limits, Vesuvius Shares issued out of treasury will count towards the above limits for so long as this is required by institutional investor guidelines.

8.2.8 Shareholding guidelines

The Vesuvius Remuneration Committee intends to set shareholding guidelines, to encourage Executive Directors to build a shareholding in Vesuvius equivalent in value to at least one year's basic salary. New Executive Directors will be allowed four years in which to acquire this shareholding.

8.2.9 Vesting of awards

In normal circumstances, an award may not vest earlier than three years from the date of grant (although, where considered appropriate by the Vesuvius Remuneration Committee, restricted share awards may be granted with shorter vesting periods, for example, where they are granted as buy-out awards for new recruits). An award which is subject to a performance condition will only vest to the extent that such performance condition is satisfied. Vesting of an award is subject to continued employment during the vesting period. Any market-price options will lapse 10 years after the date of grant.

8.2.10 Leaving employment

An Award will lapse where a participant leaves Vesuvius before vesting unless the cessation of employment is due to death, retirement (with the agreement of Vesuvius Remuneration Committee), injury, disability, redundancy, as a result of the company or business for which he/ she works being transferred to a person outside Vesuvius, or for any other reason at the discretion of the Vesuvius Remuneration Committee.

If a participant ceases employment in one of the permitted circumstances set out above and the Award is subject to performance conditions, the Award will not lapse and will usually vest on the normal vesting date, but only if the performance conditions have been satisfied. The Vesuvius Remuneration Committee may determine that the number of Vesuvius Shares in respect of which an Award vests shall be reduced proportionately on a time basis. The Vesuvius Remuneration Committee may also allow Awards to vest on the cessation of employment to the extent that the performance conditions are considered to have been satisfied at that time, but on the basis that the number of Vesuvius Shares shall then be reduced proportionately on a time basis, unless the Vesuvius Remuneration Committee decides otherwise.

If a participant ceases employment in one of the permitted circumstances set out above and the Award is not subject to performance conditions, the Award will vest on the date of cessation of employment, but the Vesuvius Remuneration Committee has a discretion to reduce the number of Vesuvius Shares that vest proportionately on a time basis.

8.2.11 Change of control

If there is a takeover, reconstruction or winding-up of Vesuvius plc, Awards will vest early, but, where performance conditions apply, only to the extent that performance conditions have been met as at that time. The number of Vesuvius Shares that vest shall be reduced proportionately on a time basis, unless the Vesuvius Remuneration Committee decides otherwise. An internal reorganisation will not trigger the early vesting of Awards.

8.2.12 Entitlement to dividends

In the case of Awards other than market-price options, the Vesuvius Remuneration Committee may decide that participants should receive an additional benefit on vested Vesuvius Shares calculated by reference to any dividends they would have received during the vesting period, as if they had held Vesuvius Shares which vest from the date of grant. The benefit can be provided as a cash sum or in the form of additional Vesuvius Shares. Alternatively, such Awards may be increased by deeming dividends paid on Vesuvius Shares which vest to have been reinvested in further Vesuvius Shares at the time of each dividend payment.

8.2.13 Cash alternative

Where an Award has vested, the Vesuvius Remuneration Committee may elect, instead of issuing or procuring the transfer of Vesuvius Shares, to pay cash to the participant concerned. The amount to be paid (subject to deduction of tax or similar liabilities) should be equal to the market value of the Vesuvius Shares in the case of Awards other than market-price options, or, for market-price options, the amount by which the market value of the Vesuvius Shares exceeds the exercise price. The cash alternative provisions will not apply where they would be tax-disadvantageous for the participant or Vesuvius.

8.2.14 Variation of capital

In the event of any increase or variation of the issued share capital of Vesuvius plc, or in the event of a demerger, special dividend or other similar event which affects the market price of Vesuvius Shares to a material extent, the Vesuvius Remuneration Committee may make such adjustments as it considers appropriate to the number of Vesuvius Shares subject to an Award and, where relevant, the exercise price.

8.2.15 Amendments

The Vesuvius Remuneration Committee may at any time amend the Vesuvius Share Plan. The prior approval of Vesuvius Shareholders in general meeting must be obtained in the case of any amendment to the advantage of participants, to the provisions relating to eligibility, limits, variation of capital and the basis for determining a participant's entitlement to Vesuvius Shares. However, minor amendments to benefit the administration of the Vesuvius Share Plan, to take account of any change in legislation, or to obtain or maintain favourable tax, exchange control, or regulatory treatment for participants or any member of Vesuvius, may be made without the prior approval of Vesuvius Shareholders in general meeting. Any amendment that is to the material disadvantage of participants requires their majority consent. The consent of HMRC is required in respect of amendments to key features of the UK Approved Part.

9 Litigation

9.1 Alent

Save as set out below, there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Cookson is aware) during the period covering at least the previous twelve months preceding the date of this document which may have, or have had in the recent past, a significant effect on Alent plc and/or Alent's financial position or profitability.

(i) MacDermid claim

Cookson, Cookson Electronics, Inc. and Enthone Inc. (the "Entities") are defendants in two actions brought by MacDermid (incorporated in the United States) pending in the Connecticut Superior Court and arising out of corporate activity involving the parties in the autumn of 2006. The first action was commenced in 2009 and the second action was commenced in August 2012. MacDermid claims damages of approximately \$62 million, plus punitive or exemplary damages, costs and interest which are currently unquantifiable. The Entities believe these claims have no merit and are vigorously defending these actions. The Entities anticipate filing motions for summary judgement in both cases by early 2013 and, if any claims remain pending decisions on those motions, a trial in the first action is anticipated in the second half of 2013. Any liability relating to the MacDermid claim arising following the Demerger Effective Time will be split equally between Alent plc and Vesuvius plc.

(ii) Bolta

In 2011, Enthone GmbH ("Enthone") entered into an agreement with Bolta Werke GmbH ("Bolta") for the installation and financing of a chemical treatment line, along with a ten year agreement for the supply of surface chemistries to both this new, and existing, Bolta plating lines. The installation of the new plating line was subcontracted by Enthone to a third party manufacturer, LPW GmbH ("LPW"). Prior to the completion of the plating line, LPW experienced financial difficulties and insolvency proceedings have recently been commenced against it. Enthone believes the extra costs of completing the line could be up to £5 million which, were they to be incurred, would be amortised over the 10 year period of the contract.

Discussions are ongoing between Bolta and Enthone in respect of additional costs that Bolta alleges it has incurred as a result of the delay in completing the installation beyond the revised completion date of January 2012. Bolta's lawyers indicated a figure of £5.5 million for those losses; however they have not substantiated this amount and Enthone believes it to be without merit. Enthone had previously offered to pay Bolta £0.7 million in full and final settlement of Bolta's additional costs. This offer was not accepted by Bolta and the matter remains subject to on-going negotiations between the parties.

An additional complication is that legal title to the plating line had not passed to Enthone prior to LPW entering insolvency proceedings and LPW's receivers are claiming that title continues to reside with LPW. Should this prove to be the case, Alent risks losing the right to the full value of the sales aid equipment assets capitalised as at 30 June 2012 at £7.8 million. Enthone believes, based on legal advice received, that title to the equipment passed directly to Bolta as a result of the circumstances of its construction and therefore intend to vigorously counter LPW's claim to title. LPW's receivers have also claimed an amount of £1.2 million for unpaid invoices; however, no documentation to support this claim has been provided to date and Enthone believes that it is without merit.

9.2 Vesuvius

Save as set out below, there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Cookson is aware) during the period covering at least the previous twelve months preceding the date of this document which may have, or have had in the recent past, a significant effect on Vesuvius plc's and/or Vesuvius' (as it will exist following the Demerger Effective Time) financial position or profitability.

(i) HMRC VAT investigation

Cookson Precious Metals Ltd, a subsidiary of Cookson, was engaged in transactions involving the purchase of scrap platinum between August 2007 and October 2009. Cookson has been informed by HMRC that, in HMRC's view, certain external third parties within the supply chain for those transactions deliberately failed to account to HMRC for VAT. Such fraud is commonly known as Missing Trader Intra-Community Fraud. As a consequence of any fraudulent actions of those third parties, HMRC may argue that the ability of Cookson to retain VAT recovered on the relevant transactions should be limited. HMRC's investigations are on-going and the Cookson subsidiary has to date been notified of VAT loss in the supply chain relating to the trades in the relevant period of approximately £11 million. The VAT relating to these trades has been repaid to Cookson pending completion of that investigation. Should the tax authorities seek to reclaim any part of this amount then, in the light of legal advice received by Cookson, the Directors intend to pursue the remedies available to Cookson to retain the VAT payment. If Cookson were to fail to retain the entirety of such VAT, this loss, along with any interest and penalties (which theoretically could be up to 100 per cent. but which, in practice, are expected to be significantly less), could have a material adverse effect on Cookson's financial position or profitability.

(ii) MacDermid claim

Cookson, Cookson Electronics, Inc. and Enthone Inc. (the "Entities") are defendants in two actions brought by MacDermid (incorporated in the United States) pending in the Connecticut Superior Court and arising out of corporate activity involving the parties in the autumn of 2006. The first action was commenced in 2009 and the second action was commenced in August 2012. MacDermid claims damages of approximately \$62 million, plus punitive or exemplary damages, costs and interest which are currently unquantifiable. The Entities believe these claims have no merit and are vigorously defending these actions. The Entities anticipate filing motions for summary judgment in both cases by early 2013 and, if any claims remain pending decisions on those motions, a trial in the first action is anticipated in the second half of 2013. Any liability relating to the MacDermid claim arising following the Demerger Effective Time will be split equally between Alent plc and Vesuvius plc.

10 Material contracts

10.1 Alent

The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by Alent plc or a member of Alent (a) within the two years immediately preceding the date of this document and are or may be material to Alent or (b) at any time and contain obligations or entitlements which may be or is material to Alent as at the date of this document.

(i) Demerger Agreement

A summary of the terms of the Demerger Agreement is set out in Section A of Part IV of this document.

(ii) Tax Sharing and Indemnification Agreement

A summary of the terms of the Tax Sharing and Indemnification Agreement is set out in Section B of Part IV of this document.

(iii) Transitional Services Agreement

A summary of the terms of the Transitional Services Agreement is set out in Section C of Part IV of this document.

(iv) Alent Facility Agreement

Alent has signed a £300,000,000 multicurrency revolving credit facility (the "Alent Facility") dated 21 September 2012 (the "Alent Facility Agreement").

The Alent Facility is guaranteed by Alent plc and, on or before the Demerger Effective Time, four material operating companies will also guarantee the Alent Facility. The Alent Facility Agreement provides that borrowings thereunder shall also be guaranteed by any subsidiaries incorporated in the United Kingdom, the United States of America, the Netherlands or Germany whose individual trading profit or turnover accounts for five per cent. or more of the consolidated total trading profit or turnover of Alent.

Loans made under the Alent Facility Agreement will bear interest at a floating rate per annum based on the London interbank offer rate (Libor) as applicable plus a margin ranging from 1.25 per cent. per annum to 2.25 per cent. per annum, depending on the ratio of consolidated net borrowings of Alent to proforma EBITDA.

The Alent Facility terminates on 21 September 2017 and includes customary events upon which lenders may request mandatory prepayment of amounts due under the Alent Facility Agreement.

The Alent Facility Agreement contains a number of repeating representations and financial covenants, including financial ratios that Alent plc must ensure are complied with on every semiannual test date. In particular, but without limitation: (i) the ratio of EBITDA to consolidated net interest (both on a last-12-months basis) shall be equal to or no less than 4.0:1.0; and (ii) the ratio of consolidated net borrowings to proforma EBITDA for the last 12 months shall be no greater than 3.0:1.0.

The Alent Facility Agreement includes other customary covenants such as provision of financial statements and compliance certificates, notification of default, compliance with laws and in particular certain US laws, authorisations and maintenance of insurance. There are also restrictions on the ability of members of Alent to create security, make disposals and acquisitions, enter into mergers or other corporate reconstructions, change business and incur financial indebtedness, subject to customary carve-outs.

A breach (in excess of materiality thresholds and subject to grace periods) of the terms of the Alent Facility Agreement and the connected documents by a member of Alent, failure by a borrower under the Alent Facility to make any payment due on time, insolvency events in respect of any borrower or guarantor or a Material Subsidiary (as defined in the Alent Facility Agreement), cross-default to other debt, a borrower or guarantor ceasing to be the subsidiary of Alent plc and various other customary events will constitute events of default under the Alent Facility Agreement. The result of such an event of default is that the Agent may cancel the commitments of the lenders under the Alent Facility and declare all loans and other amounts outstanding immediately due and payable or payable on demand.

10.2 Vesuvius

The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by Vesuvius plc or a member of Vesuvius (as it will exist following the Demerger Effective Time) (a) within the two years immediately preceding the date of this document and are or may be material to Vesuvius or (b) at any time and contain obligations or entitlements which may be or is material to Vesuvius as at the date of this document.

(i) US Private Placement loan notes

Cookson has issued two series of notes (the "Notes") under the terms of a note purchase agreement dated 16 December 2010 as amended on 16 May 2012 and 14 August 2012 (the "Note Purchase Agreement"). The two series are:

(a) Series A: \$110,000,000 4.26 per cent. due 16 December 2017

(b) Series B: \$140,000,000 4.97 per cent. due 16 December 2020.

The Note Purchase Agreement provides that any subsidiary of Cookson which is a borrower or a guarantor under the facility agreement entered into by Cookson and dated 11 October 2007 (or any replacement facility) will guarantee the payment of the Notes and the performance of Cookson under the Note Purchase Agreement by signing subsidiary guaranty agreements.

On a change of control of Cookson, it must offer to prepay the Notes (subject to specified exceptions, including the Demerger), and prepay any holders of the Notes which accept such an offer. The offer price would be par or, if higher, the future interest and principal amount discounted back at the then prevailing US Treasury Stock of comparable duration, plus 0.50 per cent.

The Note Purchase Agreement imposes certain financial covenants, including financial ratios that Cookson must comply with on every semi-annual test date. In particular, but without limitation: (i) the ratio of consolidated EBITDA to consolidated net interest (both on a last-12-months basis) shall be equal to or no less than 4.0:1.0; and (ii) the ratio of consolidated net borrowings to proforma EBITDA for the last 12 months shall be no greater than 3.0:1.0.

The Note Purchase Agreement includes other customary covenants such as provision of compliance certificates, notification of default, compliance with laws and in particular compliance with certain US laws, provision of visitation rights to the purchasers, maintenance of corporate existence, insurance and properties, payment of taxes, keeping of records etc. There are also restrictions on the ability of members of the Cookson Group to purchase the Notes, to enter into transactions with affiliates, create security, make disposals and acquisitions, enter into mergers or other corporate reconstructions and incur financial indebtedness, subject to customary carve-outs. There are also specific carve-outs from the restrictions and covenants allowing for the Demerger.

A breach (in excess of materiality thresholds and subject to grace periods) of the terms of the Note Purchase Agreement and the connected documents by a member of the Cookson Group, failure by Cookson to make any payment due on time, insolvency events in respect of Cookson or a Material Subsidiary (as defined in the Note Purchase Agreement), cross-default to other debt, a judgment debt in excess of £20,000,000 not being paid within the time specified in the Note Purchase Agreement, certain ERISA related events and various other customary events will constitute events of default under the Note Purchase Agreement. Depending on which event has resulted in an event of default, upon the occurrence of an event of default, (i) the Notes automatically become due and payable; or (ii) the Notes become immediately due and payable if holders of more than 50 per cent. of the outstanding Notes declare them immediately due and payable; or (iii) a holder of the Notes may declare the Notes held by it to be immediately due and payable.

(ii) Consignment agreements

Cookson has entered into various uncommitted precious metal consignment arrangements with precious metals consigning entities (the "Consignors"). The metal which the Cookson Group fabricates for its customers may be purchased by the Cookson Group from a Consignor and sold concurrently to the customer, or may be consigned and sold directly from a Consignor to the Cookson Group's customers, with the Cookson Group charging customers only for the fabrication process. As the Consignors retain title and associated risks and benefits of ownership under these arrangements, the value of the physical metal so held is not recorded on the Cookson Group balance sheet. Consequently, the obligations in respect of the consigned metal are not recorded as a liability on the Cookson Group's balance sheet. The utilisation of consigned precious metals is established practice in the precious metals industry. Cookson provides a guarantee in respect of each consignment arrangement. Whilst the terms of each consignment arrangement differ in their specific terms, they share similar characteristics.

The consignment arrangements contain events of default, including failure to deliver or pay, failure to restore headroom, failure of Cookson's guarantee to cover the value of consigned metals, insolvency (of Consignee or Cookson) and cross-default (of Consignee or Cookson) on terms as set out in the relevant consignment arrangement. Upon the occurrence of an event of default, the Consignor is entitled to receive all metals consigned by it which are held by the Consignee on consignment, such obligation being capable of satisfaction by either physical re-delivery of consigned metals or payment of the purchase price.

The Cookson Group held precious metals on consignment terms with a total value as at 31 December 2011 of £363 million (2010: £355 million). As at 30 June 2012, metal held under consignment comprised 133,050 ounces of gold, 1,771,879 ounces of silver, 10,466 ounces of platinum and 13,718 ounces of palladium.

(iii) US Precious Metals Sale Agreement

On 22 February 2012, Cookson Overseas Limited, Cookson Investments, Inc., Cookson Holdings BV, Cookson Metaux Precieux S.A. and Cookson Dominicana, SRL ("Cookson Precious Metals Division" or "CPMD") entered into a stock purchase agreement with Richline Group, Inc. ("Richline"), a subsidiary of Berkshire Hathaway, Inc., pursuant to which Richline agreed to purchase certain business of the Material Products Group of the Precious Metals Processing division of the Cookson Group (the "MPG Business"). The purchase price of \$30 million was subject to certain adjustments as provided in the Stock Purchase Agreement. The sale completed on 1 May 2012.

Pursuant to the Stock Purchase Agreement, Richline assumed certain ordinary course liabilities of Cookson Dominicana, SRL and the Inverness France Division of Cookson Metaux Precieux S.A., and further discharged the outstanding precious metals consignment balances of the MPG Business owed to banks. CPMD gave customary warranties to Richline on matters relating to the MPG Business and a guarantee that certain trade receivables of the MPG Business would be collected, and inventories of the MPG Business would be sold, within one year of completion. CPMD also agreed not to compete with the MPG Business for a period of five years after completion, subject to the right to continue to own and operate the Group's retained European precious metals businesses. In addition, subject to certain limitations, CPMD gave certain customary indemnities to Richline, including in relation to any litigation claims pending against the MPG Business, any income tax liabilities of the MPG Business in respect of pre-completion periods and on-going environmental remediation at the site of 49 Pearl Street, Attleboro, Massachusetts.

Subsequent to completion, the parties amended the Stock Purchase Agreement to (i) reduce the purchase price from \$30 million to \$28.5 million and (ii) release CPMD from its guarantee of receivables and inventory.

(iv) Cookson Facility Agreement

The Cookson Group has obtained financing pursuant to the terms of a credit agreement dated 13 April 2011 as amended by an amendment letter (together, the "Cookson Facility Agreement"). The Cookson Facility Agreement is between Cookson as original borrower (the "Original Borrower") and original guarantor, various major financial institutions as arrangers, the financial institutions listed therein as lenders (the "Original Lenders") and the agent (the "Agent"). The Cookson Facility Agreement, which provides for members of the Cookson Group to accede to the Cookson Facility Agreement as borrowers or guarantors in the future, is for the general corporate purposes of the Cookson Group.

Pursuant to the Cookson Facility Agreement, the Original Lenders have made available £600,000,000 to the Original Borrower by way of a multicurrency revolving credit facility (the "Cookson Facility"), which will be reduced to £425,000,000 shortly before the Demerger.

Loans made under the Cookson Facility Agreement will bear interest at a floating rate per annum based on the London interbank offer rate (Libor) as applicable plus any mandatory costs plus a margin ranging from 0.90 per cent. per annum to 2.10 per cent. per annum, depending on the ratio of consolidated net borrowings of the Cookson Group to proforma EBITDA.

The Cookson Facility Agreement terminates on 13 April 2016 and includes customary events upon which lenders may request mandatory prepayment of amounts due under the Cookson Facility Agreement.

The Cookson Facility Agreement contains a number of repeating representations and financial covenants, including financial ratios that Cookson must ensure are complied with on every semiannual test date. In particular, but without limitation: (i) the ratio of EBITDA to consolidated net interest (both on a last-12-months basis) shall be equal to or no less than 4.0:1.0; and (ii) the ratio of consolidated net borrowings to proforma EBITDA for the last 12 months shall be no greater than 3.0:1.0.

The Cookson Facility Agreement includes other customary covenants such as provision of financial statements and compliance certificates, notification of default, compliance with laws, authorisations and maintenance of insurance. There are also restrictions on the ability of members of the Cookson Group to create security, make disposals and acquisitions, enter into mergers or other corporate reconstructions, change business and incur financial indebtedness, subject to customary carve-outs. There are also specific carve-outs from the restrictions and covenants allowing for the Demerger prior to 16 May 2014.

A breach (in excess of materiality thresholds and subject to grace periods) of the terms of the Cookson Facility Agreement and the connected documents by a member of the Cookson Group, failure by a borrower under the Cookson Facility to make any payment due on time, insolvency events in respect of any borrower or guarantor or a Material Subsidiary (as defined in the Cookson Facility Agreement), cross-default to other debt, a borrower or guarantor ceasing to be the subsidiary of Cookson and various other customary events will constitute events of default under the Cookson Facility Agreement. The result of such an event of default is that the Agent may cancel the commitments of the lenders under the Cookson Facility and declare all loans and other amounts outstanding immediately due and payable or payable on demand.

(v) Demerger Agreement

A summary of the terms of the Demerger Agreement is set out in Section A of Part IV of this document.

(vi) Tax Sharing and Indemnification Agreement

A summary of the terms of the Tax Sharing and Indemnification Agreement is set out in Section B of Part IV of this document.

(vii) Transitional Services Agreement

A summary of the terms of the Transitional Services Agreement is set out in Section C of Part IV of this document.

11 Related party transactions

Save as disclosed in note 37 on page 94 of the annual report and accounts for the year ended 31 December 2011, note 48 on page 104 of the annual report and accounts for the year ended 31 December 2010 and note 49 on page 119 of the annual report and accounts for the year ended 31 December 2009, Cookson Group has not entered into any related party transactions during the period covered by the financial information contained in Part VII up to the date of this document or in the current financial year to 30 October 2012 (being the latest practicable date prior to the publication of this document).

12 Working capital statement

In the opinion of Cookson, the working capital available to Vesuvius (as it will exist following the Demerger Effective Time) is sufficient for its present requirements, that is for at least the next 12 months following the date of this document.

13 Significant change

13.1 Vesuvius

Save as described below, there has been no significant change in the trading or financial position of Vesuvius (as it will exist following the Demerger Effective Time) since 30 June 2012, the date to which the Cookson Group's last unaudited interim financial statements were prepared.

The recent deterioration in Vesuvius' end markets, as disclosed in paragraph 8.1 of Part I of this document, has resulted in a reduction in Vesuvius' recent trading performance across steel and foundry products and systems. September in particular was significantly weaker than previous expectations and below the same period last year. Also, in view of the continuing weakness in the global solar industry, the decision has now been taken to close one of the two Chinese Solar Crucible™ production facilities with immediate effect. This will result in a non-cash asset write off of £16 million together with cash related restructuring costs of £1 million.

13.2 Alent

There has been no significant change in the trading or financial position of Alent since 30 June 2012, the date to which Alent's last audited interim financial statements in Part VIII of this document were prepared.

14 Checklist of information incorporated by reference

Where the information described below itself incorporates information by reference to another document ("further information"), the further information is not intended to form part of this document for any purpose.

Information incorporated by reference	Document reference	Page number in this document
Historical financial information for Alent	Part IX: "Historical Financial Information", pages 67 to 123 (inclusive) of the Alent Prospectus	71,83,128
Historical financial information for Vesuvius	Part IX: "Historical Financial Information", pages 81 to 157 (inclusive) of the Vesuvius Prospectus	97,112
Unaudited condensed consolidated financial statements of the Cookson Group for the six months ended 30 June 2012	Cookson's interim results announcement on 25 July 2012, pages 24 to 38 (inclusive)	127
Full audited consolidated financial statements (including relevant accounting policies and notes) of the Cookson Group for the financial year ended 31 December 2011, and the auditor's report	Cookson's Annual Report for the year ended 31 December 2011, pages 51 to 94 (inclusive)	127
Full audited consolidated financial statements (including relevant accounting policies and notes) of the Cookson Group for the financial year ended 31 December 2010, and the auditor's report	Cookson's Annual Report for the year ended 31 December 2010, pages 46 to 104 (inclusive)	127
Full audited consolidated financial statements (including relevant accounting policies and notes) of the Cookson Group for the financial year ended 31 December 2009, and the auditor's report	Cookson's Annual Report for the year ended 31 December 2009, pages 57 to 119 (inclusive)	127

The above documents have been made public and are available on Cookson's website at www.cooksongroup.co.uk.

15 Costs and expenses regarding issue of documentation

All costs and expenses relating to the issue of this document, the Alent Prospectus and the Vesuvius Prospectus and to the negotiation, preparation and implementation of the Scheme and the Demerger will be borne approximately 34 per cent. by Alent and approximately 66 per cent. by Vesuvius or, if the Demerger does not complete, 100 per cent. by Cookson.

16 Consents

16.1 BofA Merrill Lynch, whose address is 2 King Edward Street, London EC1A 1HQ, has provided financial advice and acted as joint broker to each of Cookson, Alent plc and Vesuvius plc in relation to this transaction and has given and has not withdrawn its written consent to the inclusion in this document of references to its name in the form and context in which they appear.
16.2 J.P. Morgan Cazenove, whose address is 25 Bank Street, Canary Wharf, London E14 5JP, has acted as joint broker to each of Cookson and Vesuvius plc in relation to this transaction and has given and has not withdrawn its written consent to the inclusion in this document of references to its name in the form and context in which they appear.
16.3 KPMG Audit Plc, whose address is 15 Canada Square, Canary Wharf, London E14 5GL, has given and has not withdrawn its written consent to the inclusion of the Reporting Accountants' report on unaudited pro forma financial information in Part IX of this document in the form and context in which it is included.
16.4 KPMG LLP, whose address is 15 Canada Square, Canary Wharf, London E14 5GL, has given and has not withdrawn its written consent to the inclusion in this document of references to its name in the form and context in which they appear.
16.5 Rothschild, whose address is New Court, St. Swithin's Lane, London EC4N 8AL, has given and has not withdrawn its written consent to the issue of this document with the inclusion herein of the references to its name in the form and context in which it appears.
16.6 UBS, whose address is 1 Finsbury Avenue, London EC2M 2PP, has acted as joint broker to Alent plc in relation to this transaction and has given and has not withdrawn its written consent to the inclusion in this document of references to its name in the form and context in which they appear.

17 Bases and sources of information

17.1 Cookson, Alent and Vesuvius Shares

The number of Alent Shares and Vesuvius Shares for which applications will be made to the FSA for listing on the premium listing segment of the Official List and to the London Stock Exchange for admission to trading on its main market for listed securities has been calculated on the basis of 278,357,433 Cookson Shares in issue on 30 October 2012 (being the latest practicable business day prior to the publication of this document) and on the assumption that all options over Cookson Shares granted pursuant to the Cookson Executive Share Option Schemes are exercised. Statements relating to percentage interests in the issued share capital of Cookson, Alent plc and Vesuvius plc are calculated on the basis of 278,357,433 Cookson Shares in issue on 30 October 2012 (being the latest practicable business day prior to the publication of this document) and on the assumption that no Cookson Shares or Vesuvius Shares will be issued between the date of this document and the Scheme Effective Time.

17.2 Use of non-GAAP financial information

Cookson uses a number of non-Generally Accepted Accounting Practice ("non-GAAP") financial measures in addition to those reported in accordance with IFRS. The Cookson Directors believe that these non-GAAP measures, listed below, are important when assessing the underlying financial and operating performance of the Cookson Group and its divisions.

Net sales value

Net sales value is calculated as revenue, excluding the amount included therein related to commodity metals.

Return on sales and return on net sales value

Return on sales is calculated as trading profit divided by revenue. Return on net sales value is calculated as trading profit divided by net sales value.

Underlying revenue

Underlying revenue is calculated as revenue adjusted to exclude the effects of changes in metals prices and exchange rates, and business acquisitions, disposals and closures.

Headline profit before tax

Headline profit before tax is calculated as the net total of trading profit, plus the Cookson Group's share of post-tax profit of joint ventures and total net finance costs associated with ordinary activities.

Headline earnings per share

Headline earnings per share is calculated as headline profit before tax and after income tax costs associated with ordinary activities and profit attributable to non-controlling interests, divided by the weighted average number of ordinary shares in issue during the year.

Free cash flow

Free cash flow is defined as net cash flow from operating activities after net outlays for the purchase and sale of property, plant and equipment, dividends from joint ventures and dividends paid to non-controlling shareholders, but before additional funding contributions to Cookson Group pension plans.

Average working capital to sales ratio

The average working capital to sales ratio is calculated as the percentage of average working capital balances to the annualised revenue for the year. Average working capital (comprising inventories, trade and other receivables, and trade and other payables) is calculated as the average of the six previous month-end balances, and annualised revenue is derived from the revenue for the previous six months.

EBITDA

EBITDA is calculated as the total of trading profit before depreciation charges.

Net interest

Net interest is calculated as interest payable on borrowings less interest receivable, excluding any item therein considered by the Cookson Directors to be exceptional.

Interest cover

Interest cover is the ratio of EBITDA to net interest.

Net debt

Net debt comprises the net total of current and non-current interest-bearing borrowings and cash and short-term deposits.

Net debt to EBITDA

Net debt to EBITDA is the ratio of net debt at the year-end to EBITDA for that year.

Return on Net Assets

Return on net assets ("RONA") is calculated as trading profit plus share of post-tax profit of joint ventures, divided by average net operating assets (being the average over the previous 12 months of property, plant and equipment, trade working capital and other operating receivables and payables).

Return on investment

Return on investment ("ROI") is calculated as trading profit after tax plus share of post-tax profit of joint ventures, divided by invested capital (being total equity plus net debt, net employee benefits liabilities and goodwill previously written off to, or amortised against, reserves).

18 Documents available for inspection

Copies of the following documents are available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ, from the date of this document up to and including the Demerger Effective Time:

(a) the Cookson Articles and a copy of the Cookson Articles as amended by the Scheme Resolution;
(b) the Alent Articles;
(c) the Vesuvius Articles;
(d) the audited consolidated accounts of Cookson Group for the three financial years ended 31 December 2011, 31 December 2010 and 31 December 2009;
(e) the unaudited condensed consolidated financial statements of Cookson Group for the six months ended 30 June 2012 and for the six months ended 30 June 2011;
(f) the KPMG Audit Plc accountant's report on pro forma financial information set out in Part IX of this document;
(g) the rules of the Vesuvius Share Plan;
(h) the rules of the Alent Share Plan;
(i) the rules of the Cookson Employee Share Plans;
(j) the Alent Prospectus;
(k) the Vesuvius Prospectus;
(l) the Separation Agreements;
(m) the engagement letters and service contracts, as applicable, entered into between Cookson and the Cookson Directors;
(n) the engagement letters and service contracts, as applicable, entered into between Vesuvius plc and the Vesuvius Directors;
(o) the engagement letters and service contracts, as applicable, entered into between Alent plc and the Alent Directors;
(p) the consent letters referred to in paragraph 16 of this Part XII of this document; and
(q) this document and the Forms of Proxy.

PART XIII DEFINITIONS

In this document (with the exception of Part XI of this document) and the Forms of Proxy, the following words and expressions have the following meanings, unless the context requires otherwise:

Admission and Disclosure Standards	The requirements contained in the publication "Admission and Disclosure Standards" (as amended from time to time) containing, among other things, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's main market for listed securities.
Alent	(i) if used to refer to a time before the Demerger Effective Time, Alent plc and the companies holding or operating the Alent Business in the Cookson Group (or, following the Scheme Effective Time but prior to the Demerger Effective Time, the companies holding or operating the Alent Business in Vesuvius); and
	(ii) if used to refer to a time after the Demerger Effective Time, Alent plc and its subsidiaries and subsidiary undertakings from time to time holding or operating the Alent Business.
Alent Admission	The admission of up to 278,700,000 Alent Shares to listing on the premium listing segment of the Official List in accordance with the Listing Rules and to trading on the London Stock Exchange's main market for listed securities in accordance with the Admission and Disclosure Standards.
Alent Articles	The articles of association of Alent plc from time to time.
Alent Audit Committee	The audit committee of Alent plc.
Alent Board or Alent Directors	The board of directors of Alent plc, and "Alent Director" means any member of the Alent Board, as the context so requires.
Alent Business	The Performance Materials division of Cookson, operated and held through a number of subsidiaries owned by Cookson (or Vesuvius plc as the context may require) and all of the trade marks, brand names and intellectual property associated with the division, which is proposed to be demerged in accordance with the Demerger Agreement and will be owned by Alent plc following the Demerger Effective Time.
Alent Capital Reduction	The proposed reduction of the nominal value of the Alent Shares to be undertaken after the Demerger Effective Time, as described in Part II of this document.
Alent Capital Reduction Effective Date	The date on which the Alent Capital Reduction becomes effective, expected to be on or before 20 December 2012.
Alent Court Hearing	The hearing by the Court to confirm the Alent Capital Reduction.
Alent Court Order	The order of the Court confirming the Alent Capital Reduction.
Alent Deferred Share	The deferred share of £1.00 in the capital of Alent plc, formerly the Alent Subscriber Share.
Alent Nominations Committee	The nominations committee of Alent plc.

Alent plc	Alent plc (incorporated in England and Wales under the Companies Act with registered number 8197966), whose registered office is at Forsyth Road, Sheerwater, Woking, Surrey GU21 5RZ.
Alent Prospectus	The prospectus prepared by Alent plc in accordance with the Prospectus Rules and published in relation to Alent and the Alent Shares.
Alent Redeemable Preference Shares	The 50,000 redeemable preference shares of £1.00 each in the capital of Alent plc.
Alent Remuneration Committee	The remuneration committee of Alent plc.
Alent Shareholders	Holders of Alent Shares.
Alent Shares	(i) prior to the Alent Capital Reduction becoming effective, the ordinary shares in the capital of Alent plc with a nominal value determined by the Alent Board prior to issue; and
	(ii) subsequent to the Alent Capital Reduction becoming effective, the ordinary shares of 10 pence in the capital of Alent plc.
Alent Subscriber Share	The initial ordinary share of £1.00 in the capital of Alent plc.
Assembly Materials or Assembly Materials business	the Assembly Materials business of Alent, further details of which are set out in Part V of this document.
Audit Committee	The audit committee of Cookson.
Board	The board of directors of Cookson.
BofA Merrill Lynch	Merrill Lynch International, incorporated in England and Wales with registered number 02312079 and its registered office address at 2 King Edward Street, London EC1A 1HQ.
business day	A day (excluding Saturdays, Sundays and public holidays) on which banks are generally open for business in the City of London.
CAGR	Compound annual growth rate.
CAPP	The Cookson America Pension Plan, plan number 003.
certificated or in certificated form	Where a share or other security is not in uncertificated form (that is, not in CREST).
Code	The US Internal Revenue Code of 1986, as amended.
Companies Act	The Companies Act 2006.
connected person	As defined in section 252 of the Companies Act, and "persons connected" should be interpreted in the same way.
Cookson	Cookson Group plc (to be renamed Cookson Group Limited pursuant to the Proposals) (incorporated and registered in England and Wales with registered number 251977), whose registered office is at 165 Fleet Street, London EC4A 2AE.
Cookson Articles	The articles of association of Cookson from time to time and "Article" shall mean any article of those articles.

Cookson Board or Cookson Directors	The board of directors of Cookson and "Cookson Director" means any member of the Cookson Board.
Cookson Capital Reduction	The proposed reduction of the share capital of Cookson, involving the cancellation of the Cookson Shares pursuant to the Scheme, as described in Part II of this document.
Cookson Employee Share Plans	The Cookson Share Award Plans and the Cookson Executive Share Option Schemes.
Cookson ESOP	The Cookson Employee Share Ownership Plan established by Cookson by trust deed dated 27 November 1992.
Cookson Executive Share Option Schemes	The Cookson UK Executive Share Option Scheme 1995 and the Cookson Executive Share Option Scheme 1995.
Cookson Group	Cookson, its subsidiaries, its holding companies, and the subsidiaries of its holding companies, from time to time.
Cookson Remuneration Committee	The remuneration committee of Cookson.
Cookson Share Award Plans	The LTIP and the DSBP.
Cookson Shareholders	Holders of Cookson Shares.
Cookson Shares	The ordinary shares of £1.00 each in the capital of Cookson.
Court	The High Court of Justice in England and Wales.
Court Meeting	The meeting of the Cookson Shareholders to be convened pursuant to an order of the Court and to be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ at 10.00 a.m. on 26 November 2012 for the purposes of considering and, if thought fit, approving the Scheme and any adjournment of such meeting.
CREST	The relevant system (as defined in the CREST Regulations) of which Euroclear is the Operator (as defined in the CREST Regulations).
CREST Manual	The CREST Manual referred to in agreements entered into by Euroclear and available at www.euroclear.com/CREST.
CREST Proxy Instruction	The appropriate CREST message to make a proxy appointment by means of CREST.
CREST Regulations	The Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (as amended).
Deferred Share	The one non-voting deferred share of £1.00 in the capital of Cookson.
Delisting Resolution	The special resolution numbered (3) to be proposed at the General Meeting, as set out in the notice of General Meeting in Part XVI of this document.
Demerger	The proposed demerger of the Performance Materials division from the Cookson Group on the terms and subject to the conditions set out in the Demerger Agreement.
Demerger Agreement	The agreement relating to the Demerger between Cookson, Alent plc and Vesuvius plc, a summary of the principal terms of which is set out in Section A of Part IV of this document.

Demerger Effective Time	The time at which the Demerger becomes effective, expected to be before 8.00 a.m. (London time) on 19 December 2012.
Demerger Record Time	6.00 p.m. (London time) on the business day immediately following the date of the Vesuvius Court Hearing.
Demerger and Reductions Resolution	The special resolution numbered (2) to be proposed at the General Meeting, as set out in the notice of General Meeting in Part XVI of this document.
Disclosure and Transparency Rules	The disclosure and transparency rules made by the FSA pursuant to section 73A of the FSMA.
DSBP	The Cookson Group Deferred Share Bonus Plan 2007.
Engineered Ceramics division	The division of Vesuvius which trades under the Vesuvius and Foseco brand names and which supplies (i) advanced ceramic consumable products and systems to the global steel industry and the global foundry industry and (ii) specialty ceramic products to the glass and solar industries advanced.
EPS	earnings per share
Equiniti or Registrars	Equiniti Limited (incorporated under the laws of England and Wales under the Companies Act 1985 with registered number 06226088), whose registered office is at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.
Euroclear	Euroclear UK & Ireland Limited, a company incorporated under the laws of England and Wales.
Executive Directors	The executive directors of Cookson, Alent plc or Vesuvius plc, as the context may require.
Explanatory Statement	The explanatory statement relating to the Scheme, as set out in Part II of this document.
Forms of Proxy	As the context may require, either or both of (i) the blue form of proxy for use at the Court Meeting and (ii) the white form of proxy for use at the General Meeting, each of which accompanies this document.
Foundry or Foundry business	The Foundry business of Vesuvius, further details of which are set out in Part VI of this document.
FSA	The UK Financial Services Authority.
FSMA	The Financial Services and Markets Act 2000 (as amended).
General Meeting	The general meeting of Cookson Shareholders to be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ at 10.15 a.m. on 26 November 2012 (or as soon thereafter as the Court Meeting shall have concluded or been adjourned), notice of which is set out in Part XVI of this document, and any adjournment of such meeting.
HMRC	HM Revenue & Customs.
holder	A registered holder of shares, including any person entitled by transmission.

Initial Alent Shareholder	The holder of the one ordinary share of £1.00 and the 50,000 redeemable preference shares of £1.00 each in the share capital of Alent plc in issue as at the date of this document.
Initial Vesuvius Shareholder	The holder of the one ordinary share of £1.00 and the 50,000 redeemable preference shares of £1.00 each in the share capital of Vesuvius plc in issue as at the date of this document.
J.P. Morgan Cazenove	J.P. Morgan Securities plc, incorporated in England and Wales with registered number 02711006 and its registered office address at 25 Bank Street, Canary Wharf, London E14 5JP.
LIBOR	London inter-bank offered rate
Listing Rules	The listing rules made by the FSA pursuant to section 73A of the FSMA.
London Stock Exchange	London Stock Exchange plc.
London Stock Exchange Daily Official List	The daily record of prices at which securities have been traded on the London Stock Exchange.
LTIP	The Cookson Group Long-Term Incentive Plan 2004.
Meetings	The Court Meeting and the General Meeting, and "Meeting" means either of them.
members	Unless the context otherwise requires, members of Cookson, Alent plc or Vesuvius plc, as the case may be, on the relevant register of members at any relevant date.
NAFTA	North American Free Trade Agreement.
New Employee Share Plans	The Alent Share Plan and the Vesuvius Share Plan.
Non-Executive Director	The non-executive directors of Cookson, Alent plc or Vesuvius plc, as the context may require.
Official List	The official list of the UK Listing Authority.
Overseas Shareholders	Cookson Shareholders or Vesuvius Shareholders, as the context requires, who are citizens, residents or nationals of jurisdictions outside the United Kingdom or whom Cookson or Vesuvius reasonably believe to be citizens, residents or nationals of jurisdictions outside the United Kingdom.
PBGC	The US Pension Benefit Guaranty Corporation, established under the Employee Retirement Income Security Act (ERISA) of 1974, as amended.
Pension Insurance Corporation	Pension Insurance Corporation Limited.
Pensions Regulator	The UK Pensions Regulator of work-based pension schemes, established under the Pensions Act 2004, as amended.
Performance Materials division	The division of the Cookson Group which supplies electronics assembly materials and advanced surface treatment and plating chemicals, including the Joining Technologies business, a supplier of solder, fluxes, adhesives and related products and the surface chemistries business, a supplier of electro-plating chemicals.

persons with information rights	A person in respect of whom a nomination pursuant to the provisions of section 146 of the Companies Act has been made (and not been suspended, revoked or ceased to have effect) by a Cookson Shareholder.
Precious Metals Processing division, Precious Metals, Precious Metals business or PMP	The business units of the Cookson Group which supply fabricated precious metals (primarily gold, silver, platinum and palladium) to the jewellery industry in the UK, France and Spain and are involved in the recycling of precious metals.
premium listing	A listing by the FSA by virtue of which a company is subject to the full requirements of the Listing Rules.
Proposals	The Reorganisation, the Resolutions, the Scheme, the Demerger and the Reductions, details of which are set out in Part II of this document.
Prospectus Rules	The prospectus rules made by the FSA pursuant to section 73A of the FSMA.
Reductions	The Cookson Capital Reduction, the Alent Capital Reduction and the Vesuvius Capital Reduction.
Register	The register of members of Cookson.
Registrar of Companies	The Registrar of Companies in England and Wales.
Regulatory Information Service	Any channel recognised as a channel for the dissemination of regulatory information by listed companies as defined in the Listing Rules.
Reorganisation	The proposed reorganisation of the Cookson Group to be effected prior to the Demerger Effective Time, as described in paragraph 3.1 of Part II of this document.
Resolutions	The resolutions, as set out in the notice of General Meeting in Part XVI of this document, to be proposed at the General Meeting, including the Scheme Resolution, the Demerger and Reductions Resolution, the Delisting Resolution and the Share Plans Resolutions.
Rothschild	N M Rothschild & Sons Limited, a company incorporated in England and Wales with registered number 00925279 and whose registered address is at New Court, St. Swithin's Lane, London EC4N 8AL.
RSP	The Cookson Retirement Security Plan.
Scheme	The scheme of arrangement proposed to be made under Part 26 of the Companies Act between Cookson and the Cookson Shareholders, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by Cookson and Vesuvius plc.
Scheme Court Hearing	The hearing by the Court to sanction the Scheme and to confirm the Cookson Capital Reduction.
Scheme Court Order	The order of the Court sanctioning the Scheme and confirming the Cookson Capital Reduction.
Scheme Effective Time	The date and time at which the Scheme becomes effective in accordance with its terms, expected to be at around 9.00 p.m. on 14 December 2012.

Scheme Record Time	6.00 p.m. (London time) on the date the Scheme becomes effective in accordance with its terms.
Scheme Resolution	The special resolution numbered (1) to be proposed at the General Meeting, as set out in the notice of General Meeting in Part XVI of this document.
Securities Act	The United States Securities Act 1933.
Separation Agreements	Together, the Demerger Agreement, the Tax Sharing and Indemnification Agreement and the Transitional Services Agreement.
Shareholder	A holder of Cookson Shares, Alent Shares or Vesuvius Shares, as the context requires.
Share Plans Resolutions	The ordinary resolutions numbered 4 and 5 (inclusive) to be proposed at the General Meeting, as set out in the notice of General Meeting in Part XVI of this document.
Steel or Steel business	The Steel business of Vesuvius, further details of which are set out in Part VI of this document.
Steel and Foundry or Steel and Foundry business	The Steel and Foundry business of Vesuvius, further details of which are set out in Part VI of this document.
Surface Chemistries or Surface Chemistries business	The Surface Chemistries business of Alent, further details of which are set out in Part V of this document.
Takeover Code	The City Code on Takeovers and Mergers, issued by the Panel on Takeovers and Mergers.
Tax Sharing and Indemnification Agreement	The tax sharing and indemnification agreement to be entered into by Cookson, Alent plc and Vesuvius plc, a summary of the principal terms of which is set out in Section B of Part IV of this document.
Transitional Services Agreement	The transitional services agreement to be entered into by Alent plc and Vesuvius plc, a summary of the principal terms of which is set out in Section C of Part IV of this document.
TSR	total shareholder return
UBS	UBS Limited, incorporated in England and Wales with registered number 02035362 and its registered office address at 1 Finsbury Avenue, London EC2M 2PP.
UK or United Kingdom	The United Kingdom of Great Britain and Northern Ireland.
UKLA Rules	Together, the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules.
UK Listing Authority or UKLA	The Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the FSMA.
UK Plan	The defined benefit pension plan of Cookson Group.
uncertificated or in uncertificated form	In respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST.

US or United States	The United States of America, its territories and possessions, any state of the United States and the District of Columbia.
US Private Placement loan notes or Notes	The loan notes issued by Cookson on 16 December 2010 in an aggregate principal amount of US\$250,000,000, as further described in paragraph 10.2 of Part XII
VAT	Value added tax as provided under the Value Added Tax Act 1994.
Vesuvius	(i) if used to refer to a time before the Scheme Effective Time or if the Scheme does not become effective, Vesuvius plc and Cookson and their respective subsidiaries and subsidiary undertakings from time to time; and
	(ii) if used to refer to a time after the Scheme Effective Time, Vesuvius plc and its subsidiaries and subsidiary undertakings (including Cookson) from time to time which, for the avoidance of doubt, includes Alent prior to the Demerger Effective Time and excludes Alent after the Demerger Effective Time.
Vesuvius Admission	The admission of up to 278,700,000 Vesuvius Shares to listing on the premium listing segment of the Official List in accordance with the Listing Rules and to trading on the London Stock Exchange's main market for listed securities in accordance with the Admission and Disclosure Standards.
Vesuvius Articles	The articles of association of Vesuvius plc from time to time.
Vesuvius Audit Committee	The audit committee of Vesuvius plc.
Vesuvius Board or Vesuvius Directors	The board of directors of Vesuvius plc and "Vesuvius Director" means any member of the Vesuvius Board.
Vesuvius Business	The Engineered Ceramics division and the Precious Metals Processing division.
Vesuvius Capital Reduction	The proposed reduction of the nominal value of the Vesuvius Shares to be undertaken after the Scheme Effective Time, as described in Part II of this document.
Vesuvius Court Hearing	The hearing by the Court to confirm the Vesuvius Capital Reduction.
Vesuvius Court Order	The order of the Court confirming the Vesuvius Capital Reduction.
Vesuvius Deferred Share	The deferred share of £1 in the capital of Vesuvius plc, formerly the Vesuvius Subscriber Share.
Vesuvius Nominations Committee	The nominations committee of Vesuvius plc.
Vesuvius plc	Vesuvius plc (incorporated in England and Wales under the Companies Act with registered number 8217766), whose registered office is at 165 Fleet Street, London EC4A 2AE.
Vesuvius Prospectus	The prospectus prepared by Vesuvius plc in accordance with the Prospectus Rules and published in relation to Vesuvius and the Vesuvius Shares.
Vesuvius Redeemable Preference Shares	The 50,000 redeemable preference shares of £1.00 each in the capital of Vesuvius plc.

Vesuvius Remuneration Committee	The remuneration committee of Vesuvius plc.
Vesuvius Shareholders	Holders of Vesuvius Shares.
Vesuvius Shares	(i) prior to the Vesuvius Capital Reduction becoming effective, the ordinary shares in the capital of Vesuvius plc of such nominal value as shall be determined in accordance with preliminary (C) of the Scheme; and
	(ii) subsequent to the Vesuvius Capital Reduction becoming effective, the ordinary shares of 10 pence each in the capital of Vesuvius plc.
Vesuvius Subscriber Share	The initial ordinary share of £1.00 in the capital of Vesuvius plc.
Voting Record Time	6.00 p.m. (London time) on 24 November 2012 or, if the Court Meeting or General Meeting is adjourned, 6.00 p.m. (London time) on the day which is two days before the date of such adjourned meeting.

In this document and the Forms of Proxy, the expressions "subsidiary", "subsidiary undertaking", "associated undertaking" and "undertaking" have the meanings given by the Companies Act.

In this document and the Forms of Proxy, references to the singular include the plural and vice versa, unless the context otherwise requires. References to time are to London time, unless the context otherwise requires.

This document is dated 1 November 2012.

PART XIV GLOSSARY OF TECHNICAL TERMS

The following terms have the following meanings throughout this document unless the context otherwise requires:

BGA	ball grid array
binders	used in the casting process, binders are mixed with sand then hardened to form a mould or core strong enough for casting to take place
continuous casting	method of pouring steel directly from its molten form into a slab, bloom or billets, thereby short cutting secondary processing with associated significant cost savings. Steel is poured from a ladle into a tundish on top of the continuous caster. As it flows from the tundish down into the caster's mould, it solidifies into a ribbon of red-hot steel. At the bottom of the caster, torches cut the continuously flowing steel to form slabs, bloom or billets
damascene copper	chemicals used to create nanoscale copper connections within semiconductor wafers
die attach products	the "die" refers to the silicon die in active IC packages. The attachment is most commonly a thermal path to help draw the heat out of the package and is typically either a purely metal or a conductive polymeric bond. This application is critical to the IC's reliability and ultimate performance
electroplating	a plating process that uses electrical current to coat a conductive object with a thin layer of another material in order to bestow a desired property (e.g. abrasion-resistance and wear-resistance, aesthetic qualities, etc.) to a surface that otherwise lacks that property
feeding systems	process that optimises the flow of molten metal in the casting process to improve the quality of the finished casting and improve yields
filters	filtration removes inclusions, reduces turbulence and provides rapid and consistent flow of metals in casting
findings	jewellery components such as pins, clasps, posts and clips
float glass process	production method to produce flat glass for building, automotive and specialties. Glass is melted in a separate tank and flat glass is formed when molten glass is poured on to a bath of molten tin. The glass then "floats" on the tin. Following this, the glass sheet is progressively cooled in the annealing lehr (a type of oven used to anneal glass) and glass is then carried on fused silica rollers
flux	a chemical-based material designed to help reduce oxides and clean metal surfaces in order to enable effective 'wetting' of metal surfaces to the molten solder alloy during the creation of a solder joint when attaching an electronic component to a PCB
glass tempering process	flat glass is transformed into toughened or tempered glass by being heated then rapidly cooled. This creates a surface tension in the glass. When toughened glass is broken the tension is released, which causes the glass to shatter into tiny harmless fragments
immersion silver	a PCB final finish that provides tarnish resistance, low contact resistance and ease of cleaning. Specially designed to meet PCB lead free assembly and OEM requirements

integrated circuit or IC	an electronic circuit manufactured by lithograph, or the patterned diffusion of trace elements into the surface of a thin substrate of semiconductor material. Additional materials are deposited and patterned to form interconnections between semiconductor devices
isostatically-pressed refractories	products used in the continuous casting of steel and which are themselves produced by using a special ("isostatical") pressing and manufacturing process with certain qualities as to homogeneity and thermal shock resistance
monolithics	refractory mixes in the form of castables, plastics and sprayed refractories used principally as a protective lining for ladles and tundishes. Join-free application reduces heat loss, gas permeability and thermal stress forces
monolithic refractory linings	in the steel making process, vessels are lined with refractory products which protect against damage caused by intense heat, abrasion, pressure and chemical attack
multi-crystalline ingots	the silicon piece created when polysilicon is melted and crystallized in a furnace and consisting of several small crystal grains, with a favorable photovoltaic effect
PCB	Printed circuit board, a type of circuit board which has conducting tracks superimposed or "printed" on one or both sides. May refer to a board either before or after the assembly process. Also referred to as a printed wiring board ("PWB") in the US
PCB assembly	PCB assembly involves attaching components such as semi conductors and capacitors on to a fabricated board and making the required physical and electrical connections. This has to be done with precise accuracy if the finished PCB is to function effectively
R&D	research and development
refractory linings	products which provide a heat protection in devices such as steelmaking vessels, furnaces, kilns and ovens, allowing the process to operate at extremely high temperatures without damaging the outer shell
semiconductor copper	see damascene copper
semiconductor wafers	a semiconductor wafer is a thin slice of semiconducting material, upon which microcircuits are constructed by chemical deposition of various materials
slide gate refractories	flow control refractories used as valves between steelmaking vessels to control the flow of molten metal as it runs through the continuous casting process
SOLAR CRUCIBLETM	a brand name for a large fused silica ceramic crucible used for the melting and the crystallisation of photovoltaic silicon
solder	an alloy of tin and other metals with a comparatively low melting point used to join less fusible metals
steel flow control products	mechanical devices and refractory products used to control the flow of steel in the continuous casting process
surface mount technology	both a technology design and the electronic components that are used in the process of soldering components to the surface of a PCB

through-hole assembly	the use of either older technology parts or parts requiring significant mechanical strength, where the component has wire leads that physically pass through holes in a PCB
tundishes	receptacles used to hold molten metal and to fill moulds, i.e. to link the discontinuous process (the input from various ladles), and the continuous process (the casting)
VISO™	brand name for isostatically pressed alumina-carbon products manufactured to control and protect the flow of molten metal from re-oxidation in continuous casting
wafer bumping products	metal alloys for wafer bump plating, including gold, copper, lead-free alloys and low alpha lead-based alloys
ZYAROCK®	a brand name for high performance fused silica ceramic products used in glass, photovoltaic, foundry and steel and other industries

PART XV NOTICE OF COURT MEETING

IN THE HIGH COURT OF JUSTICE CHANCERY DIVISION COMPANIES COURT

No. 8131 OF 2012

REGISTRAR BAISTER

IN THE MATTER OF COOKSON GROUP PLC

– and –

IN THE MATTER OF THE COMPANIES ACT 2006

NOTICE IS HEREBY GIVEN that, by an Order dated 29 October 2012 made in the above matters, the Court has directed a meeting (the "Court Meeting") to be convened of the holders of the Scheme Shares (as defined in the scheme of arrangement hereinafter mentioned), for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement (the "Scheme of Arrangement") proposed to be made between Cookson Group plc (the "Company") and the holders of the Scheme Shares and that such meeting shall be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ on 26 November 2012 at 10.00 a.m., at which place and time all holders of the Scheme Shares are requested to attend.

A copy of the Scheme of Arrangement and a copy of the explanatory statement required to be furnished pursuant to section 897 of the Companies Act 2006 are incorporated in the document of which this Notice forms part.

Holders of Scheme Shares entitled to attend and vote at the Court Meeting may vote in person at the Court Meeting or they may appoint another person, whether a member of the Company or not, as their proxy to attend and vote in their stead. A blue Form of Proxy for use at the Court Meeting is enclosed with this Notice. Completion and return of a blue Form of Proxy shall not prevent a holder of Scheme Shares from attending and voting at the Court Meeting, or any adjournment thereof.

Holders of Scheme Shares are entitled to appoint a proxy in respect of some or all of their Scheme Shares. Holders of Scheme Shares are also entitled to appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by such holder. A space has been included in the blue Form of Proxy to allow holders of Scheme Shares to specify the number of Scheme Shares in respect of which that proxy is appointed. Holders of Scheme Shares who return the blue Form of Proxy duly executed but leave this space blank shall be deemed to have appointed the proxy in respect of all of their Scheme Shares.

Holders of Scheme Shares who wish to appoint more than one proxy in respect of their shareholding should contact the Company's registrars, Equiniti Limited, on 0871 384 2822 (or +44 121 415 0095 if calling from outside the UK) for further blue Forms of Proxy or photocopy the blue Form of Proxy as required. Such holders of Scheme Shares should also read the information regarding the appointment of multiple proxies set out on pages 6 and 7 of the document of which this Notice forms part and the related notes contained in the blue Form of Proxy.

It is requested that blue Forms of Proxy (together with any power of attorney or authority under which the Form of Proxy is signed or a notarially certified copy of such power or authority) be lodged with the Company's registrars, Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA by no later than 10.00 a.m. on 24 November 2012 or, in the case of an adjourned meeting, not less than 48 hours before the time appointed for the adjourned Court Meeting, but if forms are not so lodged, they may be handed to Equiniti Limited on behalf of the chairman at the Court Meeting before the taking of the poll at such meeting.

Holders of Scheme Shares entitled to attend and vote at the Court Meeting may appoint a proxy electronically by logging on to www.sharevote.co.uk and entering the Voting ID, Task ID and shareholder reference shown on their form of proxy. Full details of the procedure to be followed to appoint a proxy electronically are given on the website.

Holders of Scheme Shares entitled to attend and vote at the Court Meeting who hold their shares through CREST may appoint a proxy or proxies through the CREST electronic proxy appointment service.

In the case of joint holders of a Scheme Share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

Entitlement to attend and vote at the Court Meeting or any adjournment thereof and the number of votes which may be cast thereat shall be determined by reference to the register of members of the Company at 6.00 p.m. on the day which is two days before the date of the Court Meeting or adjourned meeting (as the case may be). Changes to the register of members of the Company after such time shall be disregarded.

By the said Order, the Court has appointed Jeffery Harris or, failing him, Nicholas Salmon or, failing him, Michael Butterworth, to act as chairman of the Court Meeting and has directed the chairman to report the result thereof to the Court.

The Scheme of Arrangement will be subject to the subsequent sanction of the Court.

Dated: 1 November 2012

Linklaters One Silk Street London EC2Y 8HQ

Solicitors for the Company

NOTES FOR CREST MEMBERS

Electronic proxy appointment through CREST

Holders of Scheme Shares who hold such shares through CREST and who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Court Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual which is available at www.euroclear.com/CREST. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.

PART XVI NOTICE OF GENERAL MEETING

COOKSON GROUP PLC

(Incorporated and registered in England and Wales with registered number 251977)

NOTICE IS HEREBY GIVEN that a general meeting (the "General Meeting") of the Company will be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ on 26 November 2012 at 10.15 a.m. (or as soon thereafter as the Court Meeting (as defined in the document of which this Notice forms part) shall have concluded or been adjourned) for the purpose of considering and, if thought fit, passing the following resolutions as special resolutions in respect of resolutions 1 to 3 (inclusive) and as ordinary resolutions in respect of resolutions 4 to 5 (inclusive):

SPECIAL RESOLUTIONS

1. THAT:

(1) for the purpose of giving effect to the scheme of arrangement dated 1 November 2012 between the Company and the holders of the Scheme Shares (as defined in the Scheme), a print of which has been produced to this meeting and for the purposes of identification signed by the chairman thereof, in its original form or subject to any modification, addition or condition agreed by the Company and Vesuvius plc and approved or imposed by the Court (the "Scheme"):
(a) the Directors of the Company be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect;
(b) the issued share capital of the Company be reduced by cancelling and extinguishing all of the Scheme Shares (as defined in the Scheme);
(c) subject to and forthwith upon the reduction of capital referred to in sub-paragraph (b) above taking effect and notwithstanding anything to the contrary in the articles of association of the Company:
- (i) the share capital of the Company be increased to its former amount by the issue of such number of new Ordinary Shares of £1.00 each as shall be equal to the aggregate number of Scheme Shares cancelled pursuant to sub-paragraph (b) above;
- (ii) the reserve arising in the books of account of the Company as a result of the reduction of capital referred to in sub-paragraph (b) above be capitalised and applied in paying up in full at par the new ordinary shares so issued, such shares to be allotted and issued credited as fully paid to Vesuvius plc and/or its nominee(s) in accordance with the terms of the Scheme;
- (iii) the Directors of the Company be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 to allot the new ordinary shares referred to in sub-paragraph (c)(i) above, provided that (1) the maximum aggregate nominal amount of the shares which may be allotted under this authority shall be the aggregate nominal amount of the said new ordinary shares created pursuant to sub-paragraph (c)(i) above; (2) this authority shall expire on the fifth anniversary of the date of this resolution; and (3) this authority shall be in addition and without prejudice to any other authority under the said section 551 previously granted and in force on the date on which this resolution is passed; and
(2) with effect from the passing of this resolution, the articles of association of the Company be amended by the adoption and inclusion of the following new article 150:

"150 Scheme of arrangement

(A) In this Article references to the "Scheme" are to the scheme of arrangement between the Company and the holders of Scheme Shares dated 1 November 2012 as it may be modified or added to in accordance with its terms, and expressions defined in the Scheme shall have the same meaning when used in this Article.
(B) Notwithstanding any other provision in these Articles, if any ordinary shares shall be issued after the adoption of this Article and before the Reduction Record Time (other than any ordinary shares issued to Vesuvius or its nominees or any member of its group), such ordinary shares shall be allotted and issued subject to the terms of the Scheme and shall accordingly constitute Scheme Shares for the purposes of, and the holders of such ordinary shares shall be bound by, the Scheme.
(C) Subject to the Scheme taking effect, if any ordinary shares shall be issued after the Reduction Record Time to any person (a "New Member", which term shall include any successors and assigns) (other than any ordinary shares allotted or issued pursuant to the Scheme or to Vesuvius or its nominees or any member of its group), such ordinary shares shall be allotted and issued on terms that, immediately upon their allotment or issue or, if later, immediately after the Scheme Effective Date, they shall be transferred to Vesuvius (or as it may direct).
(D) (a) The consideration for any transfer provided for in paragraph (C) of this Article shall be:
(i) in the event that such transfer takes place before the Demerger Record Time (as defined in the circular to shareholders dated 1 November 2012), or subsequently if the Demerger does not become effective, the allotment and issue or transfer by Vesuvius to the New Member of one new Vesuvius Share, credited as fully paid, for each ordinary share so transferred; and
(ii) in the event that such transfer takes place on or after the Demerger Record Time and the Demerger becomes effective, the allotment and issue or transfer by Vesuvius to the New Member of such number of new Vesuvius Shares, credited as fully paid, as shall be calculated by multiplying the relevant number of ordinary shares so transferred by the following fraction:

where:

A is the average of the middle market quotations (as derived from the Daily Official List of the London Stock Exchange) of an ordinary share on the last three days of trading in the Company's ordinary shares on the London Stock Exchange; and

B is the average of the middle market quotations (as derived from the Daily Official List of the London Stock Exchange) of a Vesuvius Share on the three days of trading in Vesuvius Shares on the London Stock Exchange immediately following the Demerger Effective Time (as defined in the circular to shareholders dated 1 November 2012),

Provided that if the Company is advised that the allotment and/or issue or transfer of Vesuvius Shares pursuant to this Article would or may infringe the laws of a jurisdiction outside the United Kingdom or would or may require Vesuvius to comply with any governmental or other consent or any registration, filing or other formality with which Vesuvius is unable to comply or compliance with which Vesuvius regards as unduly onerous, the Company may, in its sole discretion, determine that such Vesuvius Shares shall be sold, in which event the Company shall appoint a person to act pursuant to this Article and such person shall be authorised on behalf of such holder to procure that any shares in respect of which the Company has made such determination shall, as soon as practicable following the allotment, issue or transfer of such shares, be sold.

(b) The Vesuvius Shares allotted and issued or transferred to a New Member pursuant to sub-paragraph D(a) of this Article shall be credited as fully paid and shall rank pari passu in all respects with all other Vesuvius Shares in issue at that time (other than as regards any dividend or other distribution payable by reference to a record date preceding the date of allotment) and shall be subject to the Articles of Association of Vesuvius.
(c) The number of Vesuvius Shares to be allotted and issued to a New Member under paragraph (D) of this Article may be further adjusted by the Board in such manner as the Auditors may determine to be fair and reasonable on any reorganisation of, or material alteration to, the share capital of Cookson or of Vesuvius effected after the close of business on the Scheme Effective Date. For the avoidance of doubt, the proposed reduction of capital of Vesuvius referred to in Preliminary (D) to the Scheme shall not give rise to any adjustment under this paragraph (c) and the New Members shall not be entitled to receive any benefit pursuant to such reduction of capital.
(d) Any fraction of a Vesuvius Share arising pursuant to paragraph (D)(a)(ii) of this Article shall not be allotted or issued to a New Member and all entitlements shall be rounded down to the nearest whole number of Vesuvius Shares.
(E) To give effect to any transfer of ordinary shares, the Company may appoint any person as attorney for the New Member to transfer the ordinary shares to Vesuvius and/or its nominee(s) and do all such other things and execute and deliver all such documents as may in the opinion of the attorney be

necessary or desirable to vest the ordinary shares in Vesuvius or its nominee(s) and pending such vesting to exercise all such rights attaching to the ordinary shares as Vesuvius may direct. If an attorney is so appointed, the New Member shall not thereafter (except to the extent that the attorney fails to act in accordance with the directions of Vesuvius) be entitled to exercise any rights attaching to the ordinary shares unless so agreed by Vesuvius. The attorney shall be empowered to execute and deliver as transferor a form of transfer or other instrument or instruction of transfer on behalf of the New Member (or any subsequent holder) in favour of Vesuvius and the Company may give a good receipt for the consideration for the ordinary shares and may register Vesuvius as holder thereof and issue to it certificates for the same. The Company shall not be obliged to issue a certificate to the New Member for the ordinary shares. Vesuvius shall allot and issue or transfer the Vesuvius Shares to the New Member within ten business days of the issue of the ordinary shares to the New Member."

(3) with effect from the passing of this resolution:
(a) the articles of association of the Company be altered to include the rights attaching to a Deferred Share of £1.00 by the adoption and inclusion of the following new article 8A:

"8A The Deferred Share of £1.00 shall have all the rights of an ordinary share, save that:

(i) the holder of the Deferred Share shall not be entitled to receive a dividend or other distribution or to have any other right to participate in the profits of the Company;
(ii) the holder of the Deferred Share shall have no right to attend or vote at any general meeting of the Company; and
(iii) on a return of capital or winding-up of the Company, the holder of the Deferred Share shall be entitled, subject to the payment to the holders of all other classes of shares of the amount paid up or credited as paid up on such shares, to repayment of the amount paid up or credited as paid up on the Deferred Share, but shall have no further or other right to participate in the assets of the Company.";
(b) the Directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 to allot the said Deferred Share provided that (1) this authority shall expire on the fifth anniversary of the date of this resolution and (2) this authority shall be in addition and without prejudice to any authority under the said section 551 previously granted and in force on the date on which this resolution is passed; and
(c) pursuant to and during the period of the said authority the Directors be empowered to allot the said Deferred Share wholly for cash as if section 561(1) of the said Act did not apply to any such allotment.
1. THAT, conditional upon the passing of resolution (1) above:
(a) the Demerger (as defined in the circular to the Company's shareholders dated 1 November 2012 (the "Circular")) be and is hereby approved and the Directors of the Company and Vesuvius plc (or a duly authorised committee of the directors of the relevant company) be authorised to carry the same into effect (with such non-material amendments as they shall deem necessary or appropriate) and in connection therewith:
- (i) the Directors of the Company be and are hereby authorised and instructed to do or procure to be done all such acts and things on behalf of the Company and any of its subsidiaries as they consider necessary or expedient for the purpose of giving effect to the Demerger; and
- (ii) entry into the Separation Agreements (as defined in the Circular) be and is hereby approved and the Directors (or a duly authorised committee of the Directors) be authorised to carry the same into effect with all such non-material amendments as they shall deem necessary or appropriate;
(b) the Vesuvius Capital Reduction, as defined and described in the Circular and approved or to be approved by a special resolution of the shareholders of Vesuvius plc, be and is hereby approved and the Directors of the Company and Vesuvius plc be and are hereby authorised to take all such actions as they may consider necessary or appropriate for carrying such reduction of capital into effect; and
(c) the Alent Capital Reduction, as defined and described in the Circular and approved or to be approved by a special resolution of the shareholders of Alent plc, be and is hereby approved and the Directors of the Company and Alent plc be and are hereby authorised to take all such actions as they may consider necessary or appropriate for carrying such reduction of capital into effect.
1. THAT, conditional upon the Scheme becoming effective, the Company's Ordinary Shares be delisted from the premium listing segment of the Official List (as defined in the Circular).

ORDINARY RESOLUTIONS

1. THAT, subject to and conditional upon the resolutions numbered 1 to 3 in this Notice being approved, the establishment by Vesuvius plc of the Vesuvius Share Plan, the principal terms of which are summarised at paragraph 8.2 of Part XII of the document of which this Notice forms part, be and is hereby approved and:
(a) the directors of Vesuvius plc be and are hereby authorised to make such amendments to the Vesuvius Share Plan as may be necessary to obtain HM Revenue & Customs approval to the same and to do all things necessary or expedient to carry the Vesuvius Share Plan into effect; and
(b) the directors of Vesuvius plc be and are hereby authorised to establish further employee share plans based on the Vesuvius Share Plan, but modified to take account of local tax, exchange control or securities laws in any overseas jurisdiction provided that the shares made available under such further employee share plans are treated as counting towards the limits on participation in the Vesuvius Share Plan.
1. THAT, subject to and conditional upon the resolutions numbered 1 to 3 in this Notice being approved, the establishment by Alent plc of the Alent Share Plan, the principal terms of which are summarised at paragraph 8.1 of Part XII of the document of which this Notice forms part, be and is hereby approved and:
(a) the directors of Alent plc be and are hereby authorised to make such amendments to the Alent Share Plan as may be necessary to obtain HM Revenue & Customs approval to the same and to do all things necessary or expedient to carry the Alent Share Plan into effect; and
(b) the directors of Alent plc be and are hereby authorised to establish further employee share plans based on the Alent Share Plan, but modified to take account of local tax, exchange control or securities laws in any overseas jurisdiction provided that the shares made available under such further employee share plans are treated as counting towards the limits on participation in the Alent Share Plan.

By order of the Board

Richard Malthouse

Group Secretary

Registered office 165 Fleet Street London EC4A 2AE

1 November 2012

Notes

1. Pursuant to Part 13 of the Companies Act 2006 and to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), only those members registered in the register of members of the Company at 6.00 p.m. on 24 November 2012 (or, in the case of an adjourned meeting, at 6.00 p.m. on the day which is two days before the date of the adjourned meeting) shall be entitled to attend and vote at the General Meeting in respect of the number of shares registered in their name at that time. In each case, changes to the register of members after such time shall be disregarded in determining the rights of any person to attend or vote at the General Meeting.
2. If you wish to attend the General Meeting in person, please bring the accompanying admission card and present this to the Company's registrars, Equiniti Limited, upon arrival. A member present in person or by proxy shall on a poll have one vote for every Cookson Share of which he is the holder.
3. A member who is entitled to attend, speak and vote at the General Meeting may appoint a proxy to attend, speak and vote instead of him. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares (so a member must have more than one share to be able to appoint more than one proxy). A member wishing to exercise this right should read the information regarding the appointment of multiple proxies set out on pages 6 and 7) of the document of which this Notice forms part and contact Equiniti Limited on 0871 384 2822 or on +44 (0) 121 415 0095 if telephoning from outside the UK. Calls to 0871 384 2822 will be charged at 8 pence per minute (excluding VAT) from a UK landline. Other service providers' costs may vary. Calls to +44 (0) 121 415 0095 from outside the UK will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones. A proxy need not be a member of the Company but must attend the General Meeting in order to

represent you. A proxy must vote in accordance with any instructions given by the member by whom the proxy is appointed. Appointing a proxy will not prevent a member from attending in person and voting at the General Meeting (although voting in person at the General Meeting will terminate the proxy appointment). A white form of proxy is enclosed. The notes to the white form of proxy include instructions on how to appoint the chairman of the General Meeting or another person as a proxy. You can only appoint a proxy using the procedures set out in these Notes and in the notes to the white form of proxy.

4. To be valid, a white form of proxy, and the original or duly certified copy of the power of attorney or other authority (if any) under which it is signed or authenticated, should reach the Company's registrar, Equiniti Limited of Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, by no later than 10.15 a.m. on 24 November 2012 (or, in the case of an adjourned meeting, not less than 48 hours prior to the time and date set for the adjourned meeting).
5. As an alternative to completing and returning the white Form of Proxy, you may submit your proxy electronically not later than 48 hours before the time appointed for the meeting (or, as the case may be, any adjourned meeting) by visiting the website of the Company's registrar at www.sharevote.co.uk. For security purposes, members will need the Voting ID, Task ID and shareholder reference number shown on the white Form of Proxy. For further information, see the instructions printed on the white Form of Proxy.
6. Cookson Shareholders who hold Cookson Shares through CREST and who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting and any adjournments thereof by using the procedures described in the CREST Manual which is available at www.euroclear.com/CREST. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.
7. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with the specifications of Euroclear UK & Ireland Limited ("Euroclear") and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it relates to the appointment of a proxy, the revocation of a proxy appointment or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Equiniti Limited (CREST participant ID RA19) by no later than 10.15 a.m. on 24 November 2012 (or, in the case of an adjournment, not later than 48 hours before the time appointed for the holding of the adjourned meeting). For this purpose, the time of receipt will be taken to be the time (as determined by the stamp applied to the message by the CREST Applications Host) from which Equiniti Limited is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
8. CREST members and, where applicable, their CREST sponsors or voting service provider, should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his or her CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
9. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).
10. You may not use any electronic address provided either in this Notice of General Meeting or in any related documents (including the document of which this Notice forms part and the white form of proxy) to communicate with the Company for any purposes other than those expressly stated.
11. In the case of joint holders of shares, the vote of the first named in the register of members who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders.
12. The following information is available at www.cooksongroup.co.uk: (1) The matters set out in this Notice of General Meeting; (2) the total numbers of shares in the Company, and shares in each class, in respect of which members are entitled to exercise voting rights at the General Meeting, (3) the totals of the voting rights that members are entitled to exercise at the General Meeting, in respect of the shares of each class; and (4) members' statements, members' resolutions and members' matters of business received by the Company after the first date on which Notice of General Meeting was given.
13. If you are a person who has been nominated by a member to enjoy information rights in accordance with section 146 of the Companies Act 2006, Notes 3 to 7 above do not apply to you (as the rights described in those Notes can only be exercised by members of the Company) but you may have a right under an agreement between you and the member by whom you were nominated to be appointed, or to have someone else appointed, as a proxy for the General Meeting. If you have no such right or do not wish to exercise it, you may have a right under such an agreement to give instructions to the member as to the exercise of voting rights.
14. A member that is a company or other organisation not having a physical presence cannot attend in person but can appoint someone to represent it. This can be done in one of two ways: either by the appointment of a proxy (described in Notes 3 to 7 above) or of a corporate representative. Members considering the appointment of a corporate representative should check their own legal position, the Company's articles of association and the relevant provision of the Companies Act 2006.
15. Members attending the General Meeting have the right to ask, and, subject to the provisions of the Companies Act 2006, the Company must cause to be answered, any questions relating to the business being dealt with at the General Meeting.
16. As at 30 October 2012, the Company's issued share capital comprised 278,357,433 Ordinary Shares of £1.00 nominal value each. Each ordinary share carries the right to one vote at a general meeting of the Company. Accordingly the total number of voting rights in the Company as at 30 October 2012 was 278,357,433.
17. Copies of the following documents are available for inspection at the offices of the Company's solicitors, Linklaters, at One Silk Street, London EC2Y 8HQ during normal business hours on any weekday (Saturday, Sunday and public holidays excluded), from the date of this Notice of General Meeting until the General Meeting and will be available for inspection at the place of the General Meeting for at least 15 minutes prior to and during the General Meeting:
(i) the circular sent to the Company's shareholders dated 1 November 2012 (the "Circular");
(ii) the articles of association of the Company and a copy of the articles as amended by resolution (1) above;
(iii) the articles of association of Alent plc;
(iv) the articles of association of Vesuvius plc;
(v) the audited consolidated accounts of the Company for the three financial years ended 31 December 2011, 31 December 2010 and 31 December 2009;
(vi) the unaudited condensed consolidated financial statements of the Company for the six months ended 30 June 2012 and for the six months ended 30 June 2011;
(vii) the rules of the Vesuvius Share Plan;
(viii)the rules of the Alent Share Plan;
(ix) the rules of the Cookson Employee Share Plans (as defined in the Circular);
(x) the Alent Prospectus (as defined in the Circular);
(xi) the Vesuvius Prospectus (as defined in the Circular);
(xii) the Separation Agreements (as defined in the Circular);
(xiii)the engagement letters and service contracts, as applicable, entered into between the Company and the directors of the Company;
(xiv) the engagement letters and service contracts, as applicable, entered into between Vesuvius plc and the directors of Vesuvius plc;
(xv) the engagement letters and service contracts, as applicable, entered into between Alent plc and the directors of Alent plc;
(xvi) the consent letters referred to in paragraph 16 of Part XII of the Circular; and

(xvii) this document.

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AI assistant

Vesuvius PLC — Proxy Solicitation & Information Statement 2012

4901_rns_2012-11-01_5eac1049-fab8-41fe-9f5d-9d91da87143e.pdf

Cookson Group plc

Important notice

Cautionary note regarding forward-looking statements

Presentation of information

Currencies

General note

TO VOTE ON THE PROPOSALS

Calls to the helpline may be recorded.

IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR REPRESENTATION OF SHAREHOLDER OPINION. YOU ARE THEREFORE STRONGLY URGED TO COMPLETE, SIGN AND RETURN YOUR FORMS OF PROXY AS SOON AS POSSIBLE.

ACTION TO BE TAKEN

To vote on the Scheme:

IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR REPRESENTATION OF SHAREHOLDER OPINION. YOU ARE THEREFORE STRONGLY URGED TO COMPLETE, SIGN AND RETURN YOUR FORMS OF PROXY AS SOON AS POSSIBLE.

Appointment of multiple proxies and multiple proxy voting instructions

Helpline

TABLE OF CONTENTS

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

COOKSON DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

DIRECTORS

COMPANY SECRETARY REGISTERED OFFICE

London EC4A 2AE

FINANCIAL ADVISER AND SPONSOR

JOINT BROKER

BofA Merrill Lynch 2 King Edward Street London EC1A 1HQ

JOINT BROKER

J.P. Morgan Cazenove

LEGAL ADVISERS TO COOKSON LEGAL ADVISERS TO THE FINANCIAL ADVISER AND SPONSOR

Equiniti Limited

AUDITORS AND REPORTING ACCOUNTANTS REGISTRARS

KPMG Audit Plc

PART I LETTER FROM THE CHAIRMAN OF COOKSON

Recommended proposals for the separation of the Performance Materials division by a demerger to Alent plc

1 Introduction

2 Background to, and reasons for, the Demerger

3 Summary of the Proposals

Vesuvius Shareholders who sell or otherwise transfer their Vesuvius Shares prior to the Demerger Record Time (expected to be 6.00 p.m. on 18 December 2012) will not receive any Alent Shares.

4 The Alent and Vesuvius Boards

4.1 Alent Board

4.2 Vesuvius Board

5 Financial effects of the Proposals

6 Information on Alent

6.1 Business segments

6.2 Strategy and key strengths

7 Information on Vesuvius

7.1 Vesuvius

7.2 Strategy and key strengths

8 Current trading and prospects

8.1 Engineered Ceramics and Precious Metals Processing divisions

8.1.1 Engineered Ceramics division

8.1.2 Precious Metals Processing division

8.2 Performance Materials division

8.3 Prospects

9 On-going relationship between Alent and Vesuvius

10 Dividend policy of Cookson, Alent and Vesuvius

10.1 Cookson

10.2 Alent

10.3 Vesuvius

11 Debt arrangements and capital structure

11.1 Overview

11.2 Alent

11.3 Vesuvius

12 Remuneration policy for Alent and Vesuvius and employee share plans

12.1 Overall remuneration policy for Alent and Vesuvius

12.2 Clawback arrangements

12.3 Base salary

12.4 Annual incentive

12.5 New Employee Share Plans

12.5.1 Overview

12.5.2 Awards for Executive Directors

12.6 Comparison of the Cookson Employee Share Plans with the New Employee Share Plans

12.7 Shareholding guidelines

12.8 Rollover of LTIP awards and other awards under the Cookson Employee Share Plans

12.9 Pension and other benefits

13 Pensions

14 Taxation

15 Overseas Shareholders

16 Additional information

17 Risk factors

Vesuvius PLC Proxy Solicitation & Information Statement 2012