Vesuvius plc Prospectus

The overall intention is that this will result, in broad terms and as far as possible, in a “no gain – no loss”
position for Executive Directors as compared with the pre-Demerger Cookson remuneration arrangements,
aside from some individuals who are either new hires or promotions.
This remuneration policy, pay positioning and pay structure may change at some point post-Demerger but
it is not anticipated that these will change materially within 12 months following the Demerger.
5.1 Clawback arrangements
In the event that a misstatement is identified in the Company’s consolidated financial statements
which requires the restatement of a prior year’s accounts in order to ensure compliance with the
requirements of International Financial Reporting Standards or any applicable law, then such portion
as the Vesuvius Remuneration Committee deems appropriate of any variable executive remuneration
(including from both the annual incentive and the long term incentive) resulting from a measure of
financial performance affected by the misstatement will be subject to clawback provisions.
5.2 Base salary
Base salary levels will reflect the individual’s contribution and experience, the Company’s financial
performance, the pay environment for employees within the Company and the salaries paid in
comparator companies.
At the time of the Demerger, Mr Wanecq’s promotion will be reflected in a base salary increase of
10 per cent. due to changing role and increased responsibilities. Mr Wanecq’s salary will be
£550,000 and Mr O’Shea’s salary will be £340,000.
5.3 Annual Incentive
The Executive Directors will be eligible to receive an annual incentive calculated as a percentage of
base salary and based on achievement against specified targets determined following consideration
of the Company’s financial budget and prior year actual financial results. The target range will be set
to ensure that maximum bonuses are only paid for significantly exceeding expectations. There will
be no deferral of annual bonuses for Executive Directors.
The Vesuvius Remuneration Committee shall have the discretion to determine that actual incentive
payments should be lower than levels calculated by reference to achievement against the specified
targets if it considers this to be appropriate.
Mr Wanecq’s maximum annual incentive potential will be 125 per cent. of base salary and his target
annual incentive potential will be 62.5 per cent. of base salary. Mr O’Shea’s maximum annual
incentive potential will be 100 per cent. of base salary and his target annual incentive potential will
be 50 per cent. of base salary.
5.4 Vesuvius Share Plan
Since options or awards over Vesuvius Shares cannot be granted post-Demerger under the existing
Cookson Employee Share Plans (as these relate to Cookson Shares), it is proposed that the Vesuvius
Share Plan be adopted. The Vesuvius Share Plan does not replicate the existing Cookson Share
Award Plans but is structured as an “umbrella plan”, which will give greater flexibility in terms of
the awards that can be made, in line with current market practice. This means that Vesuvius will only
need to have one set of share plan rules to cover all its current and prospective share plan needs,
rather than several sets of rules being needed, as is currently the case for the Cookson Employee
Share Plans.
Full details of the Vesuvius Share Plan are set out in paragraph 11.5 of Part XIII of this document.
As part of his one-off appointment arrangements, and to partly offset the loss of value of long term
share incentive awards foregone as a result of him joining the Company, it is agreed that Mr O’Shea
will be granted on 1 November 2012 or shortly thereafter a restricted share award 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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