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Notice to investors<br />
Enforceability of US judgments<br />
<strong>Vesuvius</strong> <strong>plc</strong> is a public limited company incorporated under the laws of England and Wales. The majority of the<br />
Directors and officers reside outside the United States. In addition, substantially all of <strong>Vesuvius</strong> <strong>plc</strong>’s assets and<br />
the majority of the assets of its Directors and officers are located outside of the United States. As a result, it may<br />
not be possible for US investors to effect service of process within the United States upon <strong>Vesuvius</strong> <strong>plc</strong> or its<br />
Directors and officers located outside the United States or to enforce in the US courts or outside the United States<br />
judgments obtained against them in US courts or in courts outside the United States, including judgments<br />
predicated upon the civil liability provisions of the US federal securities laws or the securities laws of any state<br />
or territory within the United States. There is also doubt as to the enforceability in England and Wales, whether<br />
by original actions or by seeking to enforce judgments of US courts, of claims based on the federal securities<br />
laws of the United States. In addition, punitive damages in actions brought in the United States or elsewhere may<br />
be unenforceable in England and Wales.<br />
Overseas Shareholders<br />
United States<br />
The <strong>Vesuvius</strong> Shares to be issued in connection with the Scheme are expected to be issued in reliance upon the<br />
exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) and, as a<br />
consequence, have not been, and will not be, registered under the Securities Act or the securities laws of any state<br />
or other jurisdiction of the United States.<br />
The <strong>Vesuvius</strong> Shares generally should not be treated as “restricted securities” within the meaning of<br />
Rule 144(a)(3) under the Securities Act and persons who receive securities in the Scheme and the Demerger<br />
(other than “affiliates” as described in the paragraph below) may resell them without restriction under the<br />
Securities Act.<br />
Under the US securities laws, persons who are deemed to be affiliates of Cookson, Alent <strong>plc</strong> or <strong>Vesuvius</strong> <strong>plc</strong> as<br />
of the Scheme Effective Time may not resell the <strong>Vesuvius</strong> Shares received pursuant to the Scheme without<br />
registration under the Securities Act, except pursuant to an applicable exemption from, or in a transaction not<br />
subject to, the registration requirements of the Securities Act. Whether a person is an affiliate of a company for<br />
such purposes depends upon the circumstances, but affiliates of a company can include certain officers and<br />
directors and significant shareholders. Cookson Shareholders who believe they may be affiliates for the purposes<br />
of the Securities Act should consult their own legal advisers prior to any resale of <strong>Vesuvius</strong> Shares received<br />
pursuant to the Scheme.<br />
Other jurisdictions<br />
The implications of the Proposals for Overseas Shareholders may be affected by the laws of jurisdictions outside<br />
the United Kingdom. Overseas Shareholders should inform themselves about, and observe, any applicable legal<br />
requirements. It is the responsibility of any Overseas Shareholders to satisfy themselves as to the full observance<br />
of the laws and regulatory requirements of the relevant jurisdiction in connection therewith, including the<br />
obtaining of any governmental, exchange control or other consents which may be required, the compliance with<br />
other necessary formalities and the payment of any issue, transfer or other taxes or duties or payments due in<br />
such jurisdiction. Any failure to comply with such restrictions or requirements may constitute a violation of the<br />
securities laws of any such jurisdiction.<br />
This document has been prepared for the purposes of complying with English law and the rules of the UKLA and<br />
the information disclosed may not be the same as that which would have been disclosed if this document had<br />
been prepared in accordance with the laws of jurisdictions outside the United Kingdom.<br />
If, in respect of any Overseas Shareholder, <strong>Vesuvius</strong> <strong>plc</strong> is advised that the allotment and/or issue of <strong>Vesuvius</strong><br />
Shares would or may infringe the laws of any jurisdiction outside the United Kingdom, or would or may require<br />
<strong>Vesuvius</strong> <strong>plc</strong> to comply with any governmental or other consent or any registration, filing or other formality with<br />
which <strong>Vesuvius</strong> <strong>plc</strong> is unable to comply or compliance with which <strong>Vesuvius</strong> <strong>plc</strong> regards as unduly onerous, the<br />
Scheme provides that <strong>Vesuvius</strong> <strong>plc</strong> may, in its sole discretion, either:<br />
(a) determine that such <strong>Vesuvius</strong> Shares shall be sold, in which event the <strong>Vesuvius</strong> Shares shall be issued to<br />
such holder and <strong>Vesuvius</strong> <strong>plc</strong> shall appoint a person who shall be authorised on behalf of such Overseas<br />
Shareholder to procure that any shares in respect of which <strong>Vesuvius</strong> <strong>plc</strong> has made such determination shall,<br />
as soon as practicable following the Scheme Effective Time, be sold; or<br />
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