Vesuvius plc Prospectus

3 Directors’ interests
3.1 Directors’ shareholdings
The following table sets out the direct and indirect interests (all of which are beneficial unless stated
otherwise) of the Vesuvius Directors in Cookson as at 30 October 2012 (being the latest practicable
date prior to the publication of this document) and, following the Scheme becoming effective, in
Vesuvius plc, as expected to subsist by virtue of the effect of the Scheme on their existing holdings
in Cookson Shares:
Vesuvius Director
Number of
Cookson Shares
Percentage of
Cookson issued
share capital
(%)
Number of
Vesuvius Shares
Percentage of
Vesuvius issued
share capital (1)
(%)
John McDonough ............... — — — —
François Wanecq ............... 1,145,316 0.411 1,145,316 0.411
Chris O’Shea ................... — — — —
Christer Gardell (1) ............... — — — —
Jeff Hewitt .................... 15,284 0.005 15,284 0.005
Jan Oosterveld ................. 16,254 0.006 16,254 0.006
John Sussens ................... 26,000 0.009 26,000 0.009
Notes:
(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
Vesuvius Board and as at 30 October 2012 (being the latest practicable date prior to the
publication of this document).
The interests of the Vesuvius Directors and their connected persons together represent approximately
0.43 per cent. of the issued ordinary share capital of Cookson as at 30 October 2012 (being the latest
practicable date prior to the publication of this document) and are expected to represent
approximately 0.43 per cent. of the issued ordinary share capital of Vesuvius plc upon the Scheme
becoming effective.
3.2 Directors’ share awards
Details of awards over Cookson Shares held by the Vesuvius Directors as at 30 October 2012 (being
the latest practicable date prior to the publication of this document) are set out below. They are not
included in the interests of the Vesuvius Directors shown in the table in paragraph 3.1 above. No
awards have been made to any of the Non-Executive Directors. The effect of the Proposals on
awards under the Cookson Employee Share Plans is summarised in paragraph 11.4 of Part XIII:
“Additional Information” of this document.
LTIP
Vesuvius Director
Grant
date Type of award
Share awards
outstanding Performance period
Vesting date
(subject to
performance)
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
Restricted share award
It has been agreed that Mr O’Shea will be granted a restricted share award on 1 November 2012 or
shortly thereafter with a face value of 100 per cent. of base salary, with half of the award vesting on
the first anniversary of his date of joining and the remainder vesting on the second anniversary,
subject to him remaining employed with the Company and not under notice of termination (subject
to the discretion of the Remuneration Committee). This restricted share award will be granted over
Cookson shares (which will roll over into Vesuvius Shares on Demerger) and will be granted by
individual award agreement (not under the terms of the Cookson LTIP or the Vesuvius Share Plan).
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