Vesuvius plc Prospectus

The acquisition of Metallurgica was completed on 29 March 2012. Metallurgica, based in Germany, is one
of the world’s leading suppliers of mould flux used alongside refractory products in the enclosed
continuous steel casting process. The business has been integrated into the Steel business and made a
positive contribution in the second quarter of 2012, in line with expectations. In FY 2011, Metallurgica had
revenue of €48 million (£42 million) and a trading profit of €4.6 million (£4.0 million).
On 19 July 2012, the UK Plan Trustee announced that it had entered into a pension insurance buy-in
agreement with Pension Insurance Corporation (“PIC”) to insure approximately 60 per cent. of the
UK Plan’s total liabilities. Under this arrangement, the UK Plan Trustee is paying an insurance premium of
approximately £320 million to PIC, wholly from the existing assets of the UK Plan, which will secure a
stream of income exactly matching future ongoing pension payments. The insured liabilities cover the
UK Plan’s pensioner members, who comprise some 3,350 members out of a total UK Plan membership of
5,900. This arrangement eliminates the inflation, interest rate, investment and longevity risk in respect of
these liabilities.
On 24 July 2012, Vesuvius completed the sale of the Steel business’ Andreco-Hurll refractory lining
installation business in Australia. As at 30 June 2012, the assets subject to the sale were reported as held
for sale. Consideration for the sale was Aus$8 million (£5 million).
On 19 September 2012, an agreement was entered into with Richline Group, Inc. (“Richline”) which
settled the valuation of the completion balance sheet of the US Precious Metals business sold to Richline
on 1 May 2012. Under the agreement, Richline forego their right to challenge the value of any assets or
liabilities in the completion balance sheet. The cost of the agreement to Cookson was not material and was
covered by existing reserves.
37 Directors’ remuneration
The following tables detail the remuneration payable to each Director.
For the reasons stated in the Basis of Preparation note 2.2, in this historical financial information, the costs
of the entire Board of Directors of Cookson, except those of Mr Corbett, for each of the financial years
from 2009 to 2011 has been reported within the results of Vesuvius.
The table below analyses, by individual Director, the historical total Directors’ remuneration of Cookson,
showing separately those Directors who are to become Directors of Vesuvius plc.
Year ended 31 December 2009
Base salary and
Non-Executive
Directors’ fees Benefits in kind (1)
Annual
incentive
bonuses (2)
Total
remuneration
(£)
Jeff Hewitt .............................. 55,000 — — 55,000
John Sussens ............................ 55,000 — — 55,000
Jan Oosterveld ........................... 40,000 — — 40,000
Remuneration of Vesuvius plc Directors ..... 150,000 — — 150,000
Robert Beeston ........................... 164,000 — — 164,000
Mike Butterworth ......................... 313,500 13,431 137,000 463,931
Barry Perry .............................. 40,000 — — 40,000
Nick Salmon ............................ 516,600 17,345 225,754 759,699
Total Directors’ remuneration ............. 1,184,100 30,776 362,754 1,577,630
Notes:
(1) Benefits in kind comprise mainly the assessed benefits arising from the contractual payments of
medical insurance, life assurance and company car allowances.
(2) The annual incentive bonuses awarded to Messrs Butterworth and Salmon for 2009 were based on
Cookson Group’s achievement of an above-threshold performance in respect of Headline Earnings for
2009.
(3) In addition to the above, ex gratia pensions of £11,879 were paid to former Directors in 2009.
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