Vesuvius PLC — Proxy Solicitation & Information Statement 2021

Mar 31, 2021

Vesuvius plc

Form of Proxy ("the Form") – Notes on completion for the Annual General Meeting of the Company to be held at 165 Fleet Street, London EC4A 2AE on Wednesday 12 May 2021 at 11.00am

Shareholders may submit their proxies electronically at www.sharevote.co.uk using the Voting ID, Task ID and Shareholder Reference Number printed on the front of this form.

1. Full details of the resolutions to be proposed at the 2021 Annual General Meeting (the "AGM"), with explanatory notes, are set out in the Notice of Meeting (the "Notice").
2. 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.
3. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrar on 0371 384 2335 or, if calling from outside the UK, +44 121 415 7047. Lines are open from 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.
4. The appointment of a proxy does not in itself preclude a shareholder from attending the AGM and voting in person. An appointed proxy must attend the AGM to represent the shareholder, but please note current Covid-19 restrictions.
5. 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.
6. 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.
7. 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 Monday 10 May 2021 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.
8. As an alternative to completing a paper copy Form of Proxy, a shareholder can appoint a proxy electronically by submitting a proxy instruction through www.sharevote.co.uk. For security purposes, you will need to provide your voting ID, task ID and Shareholder Reference Number (SRN) (which are shown on the front of this Form of Proxy). Full instructions are given on the sharevote website.
9. If you return both paper and electronic proxy instructions, those received last by the Registrar before the latest time for receipt of proxies will take precedence. You are advised to read the sharevote website's terms and conditions of use carefully. Electronic communication facilities are available to all shareholders and those who use them will not be disadvantaged.
10. 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 6.30pm on Monday 10 May 2021 or, if the AGM is adjourned, at 6.30pm 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.
11. 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.
12. 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.
13. CREST participants who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual (available via www.euroclear.com). The message must, in order to be valid, be transmitted so as to be received by Equiniti (ID RA19) by the latest time for receipt of proxy appointments specified in Note 7 above. Please also see notes 10 to 13 on page 6 of the Notice for further information on proxy appointments through CREST.
14. Any alterations to the Form must be initialled by the person who signs it.

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Vesuvius plc
Form of Proxy 2021 AGM

For use at the Annual General Meeting to be held at 165 Fleet Street, London EC4A 2AE on Wednesday 12 May 2021 at 11.00am

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Covid-19 and the 2021 Annual General Meeting ("AGM")

The Company has a Companies Act obligation to hold the AGM, but at the date of sending this Form of Proxy, the UK Government's roadmap to lifting the Covid-19 restrictions does not allow us to hold an in-person meeting. We expect these measures to remain in force at the date of the AGM and we will therefore hold the AGM with the minimum attendance required (arranged by the Company). We regret that Shareholders will not be able to attend this year's AGM in person but Shareholders can be represented by the Chairman of the Meeting acting as their proxy. Shareholders are invited to listen to a live audiocast of the proceedings of the AGM, details of how to access this will be available on the Company's website on the day of the Meeting.

In view of the restrictions on Shareholders attending the AGM, Shareholders are requested to submit questions about the business of the AGM in advance of the Meeting to the Company Secretary at: Vesuvius plc, 165 Fleet Street, London EC4A 2AE, England or by e-mail (for this purpose only) to: shareholder.information@vesuvius.com. We strongly encourage you to use your proxy vote this year and register your proxy votes as soon as practicable. If the Government guidance changes before the date of the AGM, or the Company is required to postpone or adjourn the Meeting for any reason, notice will be placed on the Company's website. You are advised to check the website: www.vesuvius.com for any such notifications.

Shareholder Reference Number

Date	Signature
1	Annual Report and Accounts
2	Final dividend
3	Directors' Remuneration Report
4	Elect Ms Kath Durrant
5	Elect Mr Dinggui Gao
6	Re-elect Mr Patrick André
7	Re-elect Ms Friederike Helfer
8	Re-elect Ms Jane Hinkley
9	Re-elect Mr Douglas Hurt
10	Re-elect Mr John McDonough CBE
11	Re-elect Mr Guy Young

Please see Form of Proxy – Notes on completion overleaf.

Date	Signature
12	Reappoint Auditor
13	Remuneration of Auditor
14	Authority to incur political expenditure
15	Authority to allot shares
16	Authority to disapply pre-emption rights
17	Additional authority to disapply pre-emption rights only in connection with an acquisition or specified investment
18	Authority to purchase own shares
19	Authority to call a general meeting on 14 clear days' notice
20	Amendments to the Articles of Association

Vesuvius plc

Shareholder Admittance card 2021

Annual General Meeting of the Company to be held at 165 Fleet Street, London EC4A 2AE on Wednesday 12 May 2021 at 11.00am

Attendance at the Meeting – Admittance card

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