Vesuvius plc Prospectus

2.10 The Vesuvius Shares are in registered form and capable of being held in certificated or uncertificated
form. Application has been made to Euroclear for the Vesuvius Shares to be enabled for dealings
through CREST as a participating security. No temporary documents of title will be issued. The
International Securities Identification Number (ISIN) for the Vesuvius Shares is GB00B82YXW83.
The rights attaching to the Vesuvius Shares are set out in paragraph 3.2 of this Part XIII of this
document.
3 Summary of the Vesuvius Articles
The Vesuvius Articles, adopted by a special resolution of Vesuvius plc passed on 31 October 2012,
contain, inter alia, provisions to the following effect:
3.1 Objects
Section 31 of the Companies Act provides that the objects of a company are unrestricted unless any
restrictions are set out in its articles of association. There are no such restrictions in the Vesuvius
Articles and the objects of Vesuvius plc are therefore unrestricted.
3.2 Rights attaching to Vesuvius Shares
(i) Voting rights
(a) Subject to the Vesuvius Articles generally and to any special rights or restrictions
attached to any class of shares, at a general meeting, every shareholder who is
present in person and every duly appointed proxy has one vote on a show of hands,
and on a poll every shareholder who is present in person or by proxy has one vote
for every ordinary share of which he is the holder. A shareholder entitled to attend
and vote at a general meeting is entitled to appoint a proxy or proxies to exercise
all or any of his rights to attend and speak and vote in his place. A shareholder may
appoint more than one proxy in relation to a general meeting provided that each
proxy is appointed to exercise the rights attached to a different share or shares held
by the shareholder. Proxies need not be shareholders of Vesuvius plc. For the
purposes of determining which persons are entitled to attend or vote at a meeting
and how many votes such person may cast, Vesuvius plc may specify in the notice
of the meeting a time, not more than 48 hours before the time fixed for the meeting,
by which a person must be entered on the register of members in order to be
entitled to attend or vote at the meeting.
(b) No shareholder will, unless the Vesuvius Directors otherwise determine, be entitled
in respect of any share held by him, to vote either personally or by proxy at a
general meeting, or to exercise any other right conferred by membership in relation
to general meetings, if any call, or other sum presently payable by him to Vesuvius
plc in respect of that share, remains unpaid; or he, or any person who appears to be
interested in the shares held by him, has been served with a notice pursuant to
section 793 of the Companies Act, and is in default for the prescribed period.
(ii) Joint holders
In the case of joint holders of shares, only the vote of the senior holder who votes (and any
proxies duly authorised by him) may be counted. For this purpose, the senior holder of a
share shall be determined by the order in which the names of the joint holders stand in the
register of members.
(iii) Dividends
Vesuvius plc may by ordinary resolution declare dividends, provided that no dividend may
exceed the amount recommended by the Vesuvius Directors. Dividends must be paid out of
profits available for distribution. The Vesuvius Directors may also from time to time pay
interim dividends on shares of any class of such amounts, on such dates, and in respect of
such periods as they think fit.
The Vesuvius Directors may offer shareholders the right to elect to receive, in lieu of
dividend (or part thereof), specific assets (and in particular new shares or debentures of any
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