Vesuvius plc Prospectus

François Wanecq
François Wanecq is employed as Chief Executive Officer of Vesuvius pursuant to the terms of a
service agreement made with Cookson dated 17 October 2012, which will be assigned to Vesuvius
upon completion of the Demerger. Mr Wanecq will be paid a basic annual salary of £550,000 and
will be eligible to receive a discretionary annual bonus based on company performance. In addition,
he will be entitled to certain benefits in kind, comprising a company car allowance and the assessed
benefits arising from the contractual payments of medical insurance and life assurance, as well as
reimbursement for certain relocation costs. Mr Wanecq is entitled to receive a pension allowance of
30 per cent. of base salary, which he can use to participate in Vesuvius’ pension arrangements, invest
in his own pension arrangements or take as a cash supplement (or any combination of the
aforementioned options). Mr Wanecq’s appointment will be terminable by Vesuvius on not less than
12 months’ written notice, and by Mr Wanecq on not less than six months’ written notice. Vesuvius
has the option to make a payment in lieu of part or all of the required notice period. Any such
payment in lieu will consist of the base salary, pension contributions and value of benefits to which
Mr Wanecq would have been entitled for the duration of the remaining notice period, net of statutory
deductions in each case. Half of this payment will be made in a lump sum, the remainder in equal
monthly instalments commencing in the month in which the midpoint of Mr Wanecq’s foregone
notice period falls; if Mr Wanecq finds a role paying equivalent or better base salary or fees, no
further instalments shall be payable, and the value of any lesser new base salary or fees shall be
deducted from any further instalments. Mr Wanecq is subject to certain non-compete covenants for a
period of nine months, and non-solicitation covenants for a period of 12 months, following the
termination of his employment. The agreement is governed by English law.
Chris O’Shea
Chris O’Shea is employed as Chief Finance Officer pursuant to the terms of a service agreement
with Vesuvius plc dated 10 September 2012. Mr O’Shea is paid a basic annual salary of £340,000
and is eligible to receive a discretionary annual bonus based on company performance. In addition,
he is entitled to certain benefits in kind, comprising a company car allowance and the assessed
benefits arising from the contractual payments of medical insurance and life assurance. Mr O’Shea is
entitled to a pension allowance of 30 per cent. of base salary, which he can use to participate in
Vesuvius’ pension arrangements, invest in his own pension arrangements or take as a cash
supplement (or any combination of the aforementioned options). Mr O’Shea’s appointment is
terminable by Vesuvius plc on not less than 12 months’ written notice, and by Mr O’Shea on not less
than six months’ written notice. The service agreement provides that, in the event of termination
notice by either party, Vesuvius plc may make a payment in lieu of any remaining notice to Mr
O’Shea. Any such payment in lieu will consist of the base salary, pension contributions and value of
benefits to which Mr O’Shea would have been entitled for the duration of the remaining notice
period net of statutory deductions in each case. Half of this payment will be made in a lump sum, the
remainder in equal monthly instalments commencing in the month in which the midpoint of Mr
O’Shea’s foregone notice period falls; if Mr O’Shea finds a role paying equivalent or better base
salary or fees, no further instalments shall be payable, and the value of any lesser new base salary or
fees shall be deducted from any further instalments. Mr O’Shea is subject to certain non-compete
covenants for a period of nine months, and non-solicitation covenants for a period of 12 months,
following the termination of his employment. The agreement is governed by English law.
6.2 Non-Executive Directors’ letters of appointment
Christer Gardell
Pursuant to the terms of a letter of engagement with Vesuvius plc dated 31 October 2012 Christer
Gardell agreed to serve as Non-Executive Director of Vesuvius plc for an annual fee of £45,000. Mr
Gardell will be required to stand for election at the first Vesuvius annual general meeting in 2013
and for re-election annually thereafter. His appointment is subject to the Vesuvius Articles and will
terminate automatically if Mr Gardell is removed from office by a resolution of Vesuvius
Shareholders or is not re-elected to office. Mr Gardell is managing partner of 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.
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