Vesuvius PLC — Proxy Solicitation & Information Statement 2016

Apr 6, 2016

Vesuvius plc

Shareholder admittance card for the 2016 AGM

Annual General Meeting of the Company to be held at The Lincoln Centre, 18 Lincoln's Inn Fields, London WC2A 3ED on Thursday 12 May 2016 at 11.00am

Form of Proxy (the "Form") – Notes on completion and use

• 1. Full details of the resolutions to be proposed at the 2016 Annual General Meeting (the "AGM"), with explanatory notes, are set out in the Notice of Meeting (the "Notice").
• 1. A shareholder entitled to attend and vote at the AGM is entitled to appoint another person as his/her proxy to exercise all or any of his/her rights to attend and speak and vote at the AGM. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. Proxies need not be shareholders of the Company.
• 1. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrar on 0371 384 2335 or +44 121 415 7047 from outside the UK. Lines are open 8.30am to 5.30pm Monday to Friday. Alternatively, you may photocopy the Form. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 1. The appointment of a proxy will not preclude a shareholder from attending the AGM and voting in person if they subsequently wish to do so.
• 1. Shareholders who wish to appoint a proxy other than the Chairman of the AGM, should insert that proxy's name in the space provided, delete the words "the Chairman of the Meeting or" and initial the alteration. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see overleaf). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if the Form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
• 1. The "Vote Withheld" option is provided to enable the appointor to withhold his/her vote on any particular resolution. It should be noted that a withheld vote is not considered to be a vote in law and will not be counted in the proportion of votes "For" and "Against" a resolution.
• 1. The Form (i) in the case of an individual, must either be signed by the appointor or his/her attorney; and (ii) in the case of a corporation, must be either given under its common seal or be signed on its behalf by an attorney or a duly authorised officer of the corporation. Any signature on or authentication of such appointment need not be witnessed. Where an appointment of a proxy is signed on behalf of the appointor by an attorney, the power of attorney or a copy thereof certified notarially or in some other way approved by the Directors must (failing previous registration with the Company) be submitted to the Company, failing which the appointment may be treated as invalid.
• 1. To be effective, the Form, together with any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority), must either be (a) sent to the Company's Registrars, Equiniti Limited, of Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA so as to arrive no later than 11.00am on 10 May 2016 or, if the Meeting is adjourned, 48 hours before the time fixed for the adjourned Meeting or (b) lodged using the CREST Proxy Voting Service.
• 1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the AGM, and the number of votes which may be cast at the AGM, will be determined by reference to the Company's register of members at 6.00pm on 10 May 2016 or, if the AGM is adjourned, at 6.00pm on the day two days before the day fixed for the adjourned AGM (as the case may be). In each case, changes to the register of members after such time will be disregarded in determining the rights of any person to attend and vote at the AGM.
• 1. In the case of joint holders, only one need sign the Form but, if more than one holder votes, the vote of the senior holder who tenders a vote will be accepted to the exclusion of the other joint holders. For this purpose, seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding.
• 1. Any proxy appointed pursuant to the Form will vote as indicated by the Form. For any other business arising at the AGM, including any proper procedural resolution not listed on the Notice, the proxy will vote at his/her discretion.
• 1. CREST participants may lodge their proxy appointments via CREST. Please refer to Note 9 on page 6 of the Notice. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number RA19) not later than 48 hours before the time (as determined by timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 1. Any alterations to the Form must be initialled by the person who signs it.

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Vesuvius plc Form of Proxy 2016 AGM

For use at the Annual General Meeting to be held at The Lincoln Centre, 18 Lincoln's Inn Fields, London WC2A 3ED on Thursday 12 May 2016 at 11.00am

I/We being a holder/holders of ordinary shares of Vesuvius plc (the "Company") and entitled to vote at the Annual General Meeting hereby appoint the Chairman of the Meeting or (see note 5)

Name

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement* on my/our behalf at the Meeting to be held at 11.00am on Thursday 12 May 2016 and at any adjournment thereof.

This Form of Proxy is to vote on the resolutions detailed below. Please indicate with a mark X in each case how you wish the proxy to vote on your behalf or if you wish them to abstain from voting. In the absence of any such indication and in relation to any other business arising at the Meeting the proxy will vote or withhold your vote at his or her discretion.

Please tick here if this proxy appointment is one of multiple appointments being made*.

	(*For the appointment of more than one proxy, please refer to Note 3 overleaf.)

		For	Against	Vote Withheld			For	Against	Vote Withheld
1	Annual Report and Accounts					12 Re-appoint Auditor
2	Final dividend					13 Remuneration of Auditor
3	Directors' Remuneration Report					14 Authority to incur political expenditure
4	To re-elect Ms N Connors					15 Authority to allot shares
5	To re-elect Mr C Gardell					16 Authority to disapply
6	To re-elect Mr H Goh					pre-emption rights
7	To re-elect Ms J Hinkley					17 Authority to purchase
8	To re-elect Mr D Hurt					own shares
9	To re-elect Mr J McDonough					18 Authority to call a general meeting on 14 clear
	10 To re-elect Mr F Wanecq					days' notice
	11 To elect Mr G Young
	Please see Notes on completion and use overleaf.
					Signature
	Dated

Please ensure when posting this Form that both the admittance card and proxy notes are detached and retained for your use.

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also NCP car parks nearby in Drury Lane and Shoe Lane. and Covent Garden. Car parking is available in Lincoln's Inn Fields. There are The nearest tube stations to The Lincoln Centre are Holborn, Chancery Lane

Shareholder Reference Number