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as if section 561(1) of the Companies Act did not apply to any such allotment; such<br />
power to expire at the end of the next annual general meeting of <strong>Vesuvius</strong> <strong>plc</strong> or on<br />
30 June 2013, whichever is the earlier, but so that <strong>Vesuvius</strong> <strong>plc</strong> may make offers<br />
and enter into agreements during this period which would, or might, require equity<br />
securities to be allotted after the power ends and the <strong>Vesuvius</strong> Board may allot<br />
equity securities under any such offer or agreement as if the power had not ended.<br />
For the purposes of this Resolution: “rights issue” has the same meaning as in<br />
resolution (vi)(a) above; “pre-emptive offer” means an offer of equity securities<br />
open for acceptance for a period fixed by the <strong>Vesuvius</strong> Directors to holders (other<br />
than <strong>Vesuvius</strong> <strong>plc</strong>) on the register on a record date fixed by the <strong>Vesuvius</strong> Directors<br />
of <strong>Vesuvius</strong> Shares in proportion to their respective holdings, but subject to such<br />
exclusions or other arrangements as the <strong>Vesuvius</strong> Directors may deem necessary or<br />
expedient in relation to treasury shares, fractional entitlements, record dates or<br />
legal, regulatory or practical problems in, or under the laws of, any territory; and<br />
the nominal amount of any securities shall be taken to be, in the case of rights to<br />
subscribe for or convert any securities into shares of <strong>Vesuvius</strong> <strong>plc</strong>, the nominal<br />
amount of such shares which may be allotted pursuant to such rights;<br />
(viii) with effect from the Scheme Effective Time, pursuant to the <strong>Vesuvius</strong> Articles (as adopted<br />
pursuant to resolution (ii) above), general and unconditional authority be given for the<br />
purpose of section 701 of the Companies Act for market purchases (as defined in<br />
section 693 of the Companies Act) by <strong>Vesuvius</strong> <strong>plc</strong> of the <strong>Vesuvius</strong> Shares, provided that:<br />
(a) the maximum number of <strong>Vesuvius</strong> Shares which may be purchased shall be<br />
27,835,743 ordinary shares of 10 pence each;<br />
(b) the minimum price which may be paid for each <strong>Vesuvius</strong> Share shall not be less<br />
than the nominal value of the <strong>Vesuvius</strong> Shares at the time of purchase;<br />
(c) the maximum price which may be paid for each <strong>Vesuvius</strong> Share shall be an amount<br />
equal to the higher of (i) 105 per cent. of the average of the closing price of the<br />
<strong>Vesuvius</strong> Shares as derived from the London Stock Exchange Daily Official List<br />
on the five business days immediately preceding the date on which such share is<br />
contracted to be purchased and (ii) the price stipulated by Article 5(1) of the<br />
Buy-Back and Stabilisation Regulation of 22 December 2003; and<br />
(d) this authority shall expire at the end of the next annual general meeting of <strong>Vesuvius</strong><br />
<strong>plc</strong> or on 30 June 2013, whichever is the earlier (except in relation to the purchase<br />
of shares the contract for which was concluded before the expiry of such authority<br />
and which might be implemented wholly or partly after such expiry).<br />
(ix) with effect from the Scheme Effective Time, <strong>Vesuvius</strong> <strong>plc</strong> and those companies which are<br />
subsidiaries of the Company at any time during the period for which this resolution has<br />
effect be authorised for the purposes of Part 14 of the Companies Act during the period<br />
from the date of the passing of the resolution to the end of the next annual general meeting<br />
of <strong>Vesuvius</strong> <strong>plc</strong> or 30 June 2013, whichever is the earlier:<br />
(a) to make political donations to political parties, and/or independent election<br />
candidates;<br />
(b) to make political donations to political organisations other than political parties;<br />
and<br />
(c) to incur political expenditure,<br />
up to an aggregate amount of £100,000, and the amount authorised under each of<br />
paragraphs (a) to (c) above shall also be limited to such amount.<br />
Words and expressions defined for the purposes of the Companies Act shall have the same<br />
meaning in this resolution;<br />
(x) a general meeting of <strong>Vesuvius</strong> <strong>plc</strong> other than an annual general meeting may be called on<br />
not less than 14 clear days’ notice;<br />
(xi) conditional on the Demerger becoming effective, <strong>Vesuvius</strong> <strong>plc</strong> be authorised to repurchase<br />
the <strong>Vesuvius</strong> Deferred Share for no consideration and the <strong>Vesuvius</strong> Deferred Share<br />
subsequently be cancelled;<br />
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