Vesuvius PLC — Proxy Solicitation & Information Statement 2023

Apr 4, 2023

Vesuvius plc

Form of Proxy ("the Form") – Notes on completion for the Annual General Meeting of the Company to be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ on Thursday 18 May 2023 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 2023 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, if calling from outside the UK, +44 371 384 2335. 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.
• 1. 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.
• 1. The "Vote Withheld" option is provided to enable the appointor to withhold his/her vote on any particular resolution. Itshould 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 Tuesday 16 May 2023 or, ifthe Meeting is adjourned, 48 hours before the time fixed for the adjourned Meeting or (b) lodged using the CREST Proxy Voting Service or (c) lodged using the Proxymity platform.
• 1. 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.
• 1. 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.
• 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 6.30pm on Tuesday 16 May 2023 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.
• 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 in the Notice, the proxy will vote at his/her discretion.
• 1. Any alterations to the Form must be initialled by the person who signs it.
• 1. 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.
• 1. If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy instruction must be lodged so as to be received by Equiniti by the latest time for receipt of proxy appointments specified in Note 7 above. Please also see note 14 on page 7 of the Notice for further information on proxy appointments through Proxymity.

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Vesuvius plc Form of Proxy 2023 AGM Form of Proxy 2023 AGM

For use at the Annual General Meeting to be held at [165 Fleet Street, London EC4A 2AE] on [Wednesday 12 May 2023 at 11.00am] For use at the Annual General Meeting to be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ on Thursday 18 May 2023 at 11.00am

Voting ID	Task ID	Shareholder Reference
You can choose to submit your proxy votes electronically at www.sharevote.co.uk using the above numbers. If you do so, youwill not need to return this Form of Proxy. If you do not vote electronically, please return this paper Form. I/We being a holder/holders of ordinary shares of Vesuvius plc (the "Company") and entitled to vote at the AnnualGeneralMeeting hereby appoint the Chairman of the Meeting or (see Note 4) (the "Meeting") hereby appoint the Chairman of the Meeting or (see Note 4)
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 on [Wednesday 12 May 2023 at 11.00am] and at any adjournment thereof. Thursday 18 May 2023 at 11.00am and at any adjournment thereof.
This Form of Proxy is to vote on the resolutions detailed below. Please indicate with a mark Xineach case how you wish the proxy to vote on your behalf or if you wish them to abstain from voting. In the absenceof 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.) Vote	Vote
1Annual Report and Accounts 1 Annual Report and Accounts	For Against Withheld 13 Reappoint Auditor 12 Reappoint Auditor	For Against Withheld
2 Final dividend 2 Final dividend	14 Remuneration of Auditor 13 Remuneration of Auditor
3 Directors' Remuneration Policy 3 Directors' Remuneration Report	15 Authority to incur political 14 Authority to incur political
4 Directors' Remuneration Report 4 Elect Ms Kath Durrant	expenditure expenditure 16 Authority to allot shares
5 Election of Carla Bailo	15 Authority to allot shares 17 Authority to disapply
5 Elect Mr Dinggui Gao 6 Election of Mark Collis	16 Authority to disapply pre-emption rights pre-emption rights
6 Re-elect Mr Patrick André 7 Election of Carl-Peter Forster		18 Additional authority to disapply 17 Additional authority to disapply pre-emption rights only in pre-emption rights only in
7 Re-elect Ms Friederike Helfer 8 Re-election of Patrick André	or specified investment	connection with an acquisition connection with an acquisition
8 Re-elect Ms Jane Hinkley 9 Re-election of Kath Durrant	or specified investment 18 Authority to purchase 19	purchase own shares
9 Re-elect Mr Douglas Hurt 10 Re-election of Dinggui Gao	own shares 20 Authority to call a general	19 Authority to call a general meeting
10 Re-elect Mr John McDonough CBE 11 Re-election of Friederike Helfer	on 14 clear days' notice	meeting on 14 clear days' notice 21 Amendment to the rules of the
11 Re-elect Mr Guy Young 12Re-election of Douglas Hurt	20 Amendments to the Articles Vesuvius Share Plan of Association
Please see Form of Proxy – Notes on completion overleaf.
Dated	Signature

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

_	_

Attendance at the Meeting – Admittance card

[Covid-19 and the 2021 Annual General Meeting ("AGM")] 2023 Annual General Meeting ("AGM")

[The Company has a Companies Act obligation to hold the AGM, but an in-person meeting. roadmap to lifting the Covid-19 restrictions does not allow us to hold at the date of sending this Form of Proxy, the UK Government's We expect these measures to remain in force at the date of the AGM and we will therefore hold the AGM with on the day of the Meeting. webinar will be given on the Company's website: www.vesuvius.com, webinar of the proceedings of the AGM. Details of how to join the who are unable to attend the AGM in person are invited to join a The AGM will be held at the offices of Linklaters LLP. Shareholders

Annual General Meeting of the Company to be held at [

Fleet Street, London EC4A 2AE] on [Wednesday 12 May

offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ

2023 at 11.00am]

on Thursday 18 May 2023 at 11.00am

165

the

Shareholder Admittance card 2023

Vesuvius plc

Chairman of the Meeting acting as their proxy. AGM in person but Shareholders can be represented by the We regret that Shareholders will not be able to attend this year's the minimum attendance required (arranged by the Company). Shareholders are details of how to access this will be available on invited to listen to a live audiocast of the proceedings of the AGM, the Company's Vesuvius plc, 165 Fleet Street, London EC4A 2AE, England or by of the AGM in advance of the Meeting to the Company Secretary at: Shareholders are requested to submit questions about the business In view of the restrictions on Shareholders attending the AGM, website on the day of the Meeting. London EC4A 2AE, England or by e-mail (for Meeting to the Company Secretary at: Vesuvius plc, 165 Fleet Street, to submit questions about the business of the AGM in advance of the Shareholders who are unable to attend the AGM in person are invited this purpose only) to: found on this Form of Proxy. full name and Shareholder Reference number ("SRN") which can be informed voting decision. Please include in your letter or email your deadline for proxy appointments, so that you can make a fully questions on the Vesuvius website www.vesuvius.com before the by 9 May 2023, we will aim to provide answers to all pre-submitted shareholder.information@vesuvius.com. If we receive your questions

Shareholder Reference Number

Signature Dated