Vesuvius plc Prospectus

Vesuvius Directors may be appointed by ordinary resolution or by the Vesuvius Board. A Director
appointed by the Vesuvius Board must retire from office at the first annual general meeting after his
appointment. A Director who retires in this way is then eligible for re-appointment.
The Vesuvius Board may appoint one or more Directors to any executive office, on such terms and
for such period as it thinks fit and it can also terminate or vary such an appointment at any time.
At every annual general meeting, any Director who has been appointed by the Vesuvius Board since
the last annual general meeting, any Director who held office at the time of the two preceding annual
general meetings and who did not retire at either of them, and any Director who has been in office,
other than holding an executive position, for a continuous period of nine years or more at the date of
the meeting shall retire from office. Any Director who retires at an annual general meeting may offer
himself for re-appointment.
Vesuvius plc’s shareholders may by ordinary resolution remove any Director before the expiration of
his period of office in accordance with the Companies Act.
The office of a Director shall be vacated if:
(i) he is prohibited by law from acting as a director;
(ii) he gives Vesuvius plc a written notice of resignation and the Vesuvius Board accepts this
offer;
(iii) a bankruptcy order is made against him or he makes any arrangement or composition with
his creditors generally;
(iv) a court has authorised his detention or a guardian has been appointed or receiver or other
person to exercise powers with respect to his property or affairs on the ground of his ill
mental health or mental disorder;
(v) he has missed directors’ meetings for six months without leave and the Vesuvius Board
resolves to remove him from office; or
(vi) notice of termination is served or deemed served on him and that notice is given by all of
the other Vesuvius Directors for the time being.
3.11 Alternate director
Any Director may appoint any person (including another Vesuvius Director) to act as an alternate
director. The appointment requires the approval of the Vesuvius Board, unless previously approved
by the Vesuvius Board or unless the appointee is another Vesuvius Director.
3.12 Directors’ meetings
Subject to the Companies Act and to the Vesuvius Articles, the Vesuvius Directors may decide when
and where to have meetings and how they will be conducted. A directors’ meeting may be called by
any Director. If no other quorum is fixed by the Vesuvius Directors, three Vesuvius Directors are a
quorum. A directors’ meeting at which a quorum is present may exercise all the powers and
discretions of the Vesuvius Board.
The Vesuvius Board may appoint any Vesuvius Director as chairman, deputy chairman or vice
chairman and can remove him from that office at any time. Matters to be decided at a directors’
meeting will be decided by a majority vote.
All or any of the Vesuvius Directors may take part in a directors’ meeting by way of a conference
telephone or any communication equipment which allows those participating to hear and speak to
each other. A person taking part in this way will be treated as being present at the meeting and will
be entitled to vote and be counted in the quorum.
The Vesuvius Board may delegate any of their powers or discretions (with the power to
sub-delegate) to committees of one or more Vesuvius Directors and any one or more persons as they
think fit. If a committee consists of more than one person, the Vesuvius Articles which regulate
directors’ meetings and their procedure will also apply to committee meetings unless the directors
have made specific regulations in relation to the proceedings of the relevant committees or
sub-committees subject to certain restrictions in the Vesuvius Articles.
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