VESUVIUS PLC 17/02/2009 EGM
1THAT the authorised share capital of the Company be and is hereby increased from GBP193,496,312 divided into 1,934,963,124 Ordinary Shares of 10 pence each to GBP350,000,000 divided into 3,500,000,000 Ordinary Shares of 10 pence each in the Company.For
2THAT, subject to the passing of the first resolution set out in this Extraordinary General Meeting notice, the authority to allot relevant securities conferred on the Directors of the Company by Article 9.2 of the Articles of Association for the prescribed period ending on the date of the Company's Annual General Meeting in 2009 or on 30 June 2009, whichever is the earlier, be varied by increasing the "Section 80 Amount" (as defined in the Articles of Association) by GBP340,172,878 to GBP347,259,344.For
3THAT the amendments to the Cookson Group Long-Term Incentive Plan 2004 summarised on page 35 [of the Prospectus] be and are hereby approved and the Remuneration Committee be authorised to carry the same into effect.Abstain
4THAT, subject to the passing of the first and second resolutions set out in this Extraordinary General Meeting Notice, the Directors be empowered to allot equity securities (as defined in Section 94 of the Companies Act), pursuant to the authority given by the second resolution, wholly for cash up to an aggregate nominal amount of GBP255,129,315 (equivalent to 2,551,293,150 Ordinary Shares) in connection with the Rights Issue as if Section 89(1) of the Companies Act did not apply to such allotment. This authority will last until the end of the Company's next Annual General Meeting in 2009 unless it is cancelled, changed or renewed before then in general meeting and save that Cookson may allot relevant securities after this authority ends if the allotment is made pursuant to an agreement or offer which was made before this authority ends.For