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Foundry business the foundry business of <strong>Vesuvius</strong>, further details of which are set out<br />
in Part VII of this document.<br />
FSA the UK Financial Services Authority<br />
FSMA the Financial Services and Markets Act 2000 (as amended)<br />
FTSE Index Financial Times share index<br />
General Meeting the general meeting of Cookson Shareholders to be held at Linklaters<br />
LLP, One Silk Street, London EC2Y 8HQ at 10.15 a.m. on<br />
26 November 2012 (or as soon thereafter as the Court Meeting shall<br />
have concluded or been adjourned) for the purpose of the Scheme,<br />
notice of which is set out in Part XVI of the Cookson Circular, and<br />
any adjournment of such meeting<br />
Group if used to refer to a time before the Scheme becomes effective,<br />
Cookson and its subsidiaries and subsidiary undertakings from time to<br />
time, and if used to refer to a time after the Scheme becomes<br />
effective, <strong>Vesuvius</strong> <strong>plc</strong> and its subsidiaries and subsidiary<br />
HMRC<br />
undertakings (including Cookson) from time to time which, for the<br />
avoidance of doubt, excludes Alent from the Demerger Effective<br />
Time<br />
HM Revenue and Customs<br />
holder a registered holder of shares, including any person entitled by<br />
transmission<br />
IAS International Accounting Standards<br />
IFRS the International Financial Reporting Standards, as adopted by the<br />
European Union<br />
Initial <strong>Vesuvius</strong> Shareholder the holder of (i) the <strong>Vesuvius</strong> Subscriber Share or <strong>Vesuvius</strong> Deferred<br />
Share, as applicable, and (ii) the <strong>Vesuvius</strong> Redeemable Preference<br />
Shares<br />
IRS Code the US Internal Revenue Code of 1986, as amended from time to time<br />
J.P. Morgan Cazenove J.P. Morgan Securities <strong>plc</strong>, incorporated in England and Wales with<br />
registered number 02711006 and its registered office address at<br />
25 Bank Street, Canary Wharf, London E14 5JP<br />
LIBOR London inter-bank offered rate<br />
Listing Rules the listing rules made by the FSA pursuant to section 73A of the<br />
FSMA<br />
London Stock Exchange London Stock Exchange <strong>plc</strong><br />
LTIP the Cookson Group Long-Term Incentive Plan 2004<br />
member unless the context otherwise requires, a member of Cookson, Alent<br />
<strong>plc</strong> or <strong>Vesuvius</strong> <strong>plc</strong>, as the case may be, at any relevant date<br />
NAFTA North American Free Trade Agreement<br />
Nominations Committee the nominations committee of the Board<br />
Non-Executive Directors the non-executive directors of <strong>Vesuvius</strong> <strong>plc</strong><br />
Official List the official list of the UK Listing Authority<br />
Overseas Shareholders shareholders who are citizens, residents or nationals of jurisdictions<br />
outside the United Kingdom or whom <strong>Vesuvius</strong> <strong>plc</strong> reasonably<br />
believe to be citizens, residents or nationals of jurisdictions outside<br />
the United Kingdom.<br />
PBGC the US Pension Benefit Guaranty Corporation, established under the<br />
Employee Retirement Income Security Act (ERISA) of 1974, as<br />
amended<br />
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