Vesuvius : Meeting Notice

This document is important and requires your immediate attention. If you are in any doubt as to any aspect of the proposals referred to in this document or to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser or other independent adviser authorised under the Financial Services and Markets Act 2000 immediately.

If you have sold or otherwise transferred all your Shares in Vesuvius plc, please pass this document, together with the accompanying Form of Proxy, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom you made the sale or transfer, for transmission to the purchaser or transferee.

Covid-19 and the 2021 Annual General Meeting ("AGM")

The Company has a Companies Act obligation to hold the AGM, but at the date of sending this Notice, the UK Government's roadmap to lifting the Covid-19restrictions does not allow us to hold an in-personmeeting. We expect these measures to remain in force at the date of the AGM and we will therefore hold the AGM with the minimum attendance required (arranged by the Company). We regret that Shareholders will not be able to attend this year's AGM in person but Shareholders can be represented by the Chairman of the meeting acting as their proxy. Shareholders are invited to listen to a live audiocast of the proceedings of the AGM, details of how to access this will be available on the Company's website: www.vesuvius.com, on the day of the meeting.

In view of the restrictions on Shareholders attending the AGM, Shareholders are requested to submit questions about the business of the AGM in advance of the Meeting to the Company Secretary at: Vesuvius plc, 165 Fleet Street, London EC4A 2AE, England or by e-mail (for this purpose only) to: [e-mail]. We strongly encourage you to use your proxy vote this year and register your proxy votes as soon as practicable. If the Government guidance changes before the date of the AGM, or the Company is required to postpone or adjourn the meeting for any reason, notice will be placed on the Company's website. You are advised to check the website: www.vesuvius.com for any such notifications.

(Company number 8217766)

Notice of Annual General Meeting

Wednesday 12 May 2021

The Annual General Meeting of the Company will be held at 165 Fleet Street, London EC4A 2AE on Wednesday 12 May 2021 at

11.00 am. Notice of the Annual General Meeting is set out on pages 4 to 7 of this document and is accompanied by an explanation of the business to be transacted at the AGM.

Shareholders will find enclosed a reply-paid Form of Proxy for the AGM. You are requested to complete and return the Form of Proxy

as soon as possible and, in any event, so as to arrive no later than 11.00 am on Monday 10 May 2021, being 48 hours before the time the AGM begins. Alternatively, you can choose to submit your proxy votes electronically at www.sharevote.co.uk using the Voting ID, Task ID and Shareholder Reference numbers printed on your Form of Proxy. If you vote electronically, you will not need to return the Form of Proxy. Arrangements have been made for CREST Members to appoint a proxy or proxies through the CREST electronic appointment service. Further details are included in Notes 10, 11, 12 and 13 on page 6 of the Notice of AGM.

• Vesuvius plc
  Notice of Annual General Meeting 2021

To the holders of Vesuvius plc Ordinary Shares

Vesuvius plc 165 Fleet Street London EC4A 2AE

Registered in England & Wales number 8217766

29 March 2021

Dear Shareholder,

I am pleased to inform you that the Vesuvius plc annual report and accounts for the year ended 31 December 2020 (the "Annual Report") has now been published. If you have requested a printed copy of the Annual Report, it is enclosed with this letter. If you agreed to receive your Annual Report electronically, please accept this letter as notification that Vesuvius' Annual Report is now available on the Company's website, https://report2020.vesuvius.com

Covid-19 and the 2021 Annual General Meeting ("AGM")

We are intending to hold Vesuvius' AGM at 165 Fleet Street, London EC4A 2AE on Wednesday 12 May 2021 at 11.00 am. The Company has a Companies Act obligation to hold the AGM, but at the date of sending this Notice, the UK Government's roadmap to lifting the Covid-19 restrictions does not allow us to hold an in-person meeting. We will therefore hold the Annual General Meeting with the minimum attendance required (arranged by the Company) and regret that Shareholders will not be able to attend in person but Shareholders can be represented by the Chairman of the meeting acting as their proxy. Shareholders are invited to listen to a live audiocast of the proceedings of the AGM, details of how to access this will be available on the Company's website: www.vesuvius.com, on the day of the meeting.

Shareholders' views are important to us and we consider the AGM to be an important event in our calendar and an opportunity to engage with our Shareholders. In view of the restrictions anticipated to remain on Shareholders attending the AGM, Shareholders are requested to submit questions about the business of the AGM in advance of the Meeting to the Company Secretary at: Vesuvius plc, 165 Fleet Street, London EC4A 2AE, England or by e-mail (for this purpose only) to: [e-mail]. If we receive your questions by 4 May 2021, we will aim to provide answers to all pre-submitted questions on the Vesuvius website: www.vesuvius.com/en/investors/ shareholder-information/shareholder--meetings.html before the deadline for proxy appointments, so that you can make a fully informed voting decision. Please include in your letter or email your full name and shareholder reference number ("SRN") which can be found on your Form of Proxy, share certificate or your dividend confirmation voucher.

We strongly encourage you to use your proxy vote this year and register your proxy votes as soon as practicable. If the government guidance changes before the date of the AGM, or the Company is required to postpone or adjourn the meeting for any reason, notice will be placed on the Company's website. You are advised to check the website: www.vesuvius.com for any such notifications. After the AGM, you will be able to access a recording of the meeting via the Company's website for 30 days, along with the results of the Shareholder votes.

Business of the Meeting

The formal Notice of the AGM is set out on pages 4 to 7 (the "Notice of AGM"), and full details of the resolutions to be proposed at the AGM are contained in the Explanatory Notes on pages 8 to 12 of this document.

Directors' Elections and Re-elections

I am delighted to confirm that the Board has recently been further strengthened by the appointment of a new Independent Non-executive Director, Dinggui Gao. Dinggui will join the Board on 1 April 2021 and serve on the Audit, Remuneration and Nomination Committees.

He will stand for election at the AGM. Dinggui has a distinguished engineering background and I am pleased to welcome him to the Board.

Having reviewed Dinggui's other commitments the Board believes that he will be able to devote the necessary amount of time to the Company's business. He has been appointed on the same terms as the other Non-executive Directors, details of which can be found in the 2020 Annual Report. As at 29 March 2021, he did not hold any interests in the ordinary shares of the Company. I encourage you as Shareholders to support his election to the Board at the AGM.

In December 2020, Kath Durrant was appointed as a new Independent Non-executive Director. I am pleased to welcome Kath to the Board. Kath serves on the Audit, Remuneration and Nomination Committees and will succeed Jane Hinkley as Remuneration Committee Chair

at the close of the AGM. Again, I encourage you as Shareholders to support her election to the Board at the AGM.

Holly Koeppel and Hock Goh will be standing down at the close of the AGM, following four years and six years of service as Independent Non-executive Directors, respectively. I would like to thank Hock and Holly for their outstanding contributions to the Vesuvius Board, and I wish them good fortune in their future endeavours.

During 2021, the Nomination Committee will continue its focus on succession. Noting that Jane Hinkley and I reach our ninth anniversaries of appointment in 2021, the Committee will be undertaking further succession activity later in the year, including the Senior Independent Director commencing a process for the appointment of a new Chairman.

In line with the Company's Articles of Association and the UK Corporate Governance Code (the "Code"), all the Directors will retire at the AGM and, with the exception of Hock Goh and Holly Koeppel, are seeking election or re-election by the Shareholders. Biographical details of all the Directors standing for election or re-election are given on pages 8 and 9, itemising the specific skills and contribution of each Director to the Company's long-term success.

During 2020, the Board again conducted a formal and rigorous evaluation of the Board's performance and effectiveness. The evaluation was externally facilitated by the corporate advisory firm Lintstock Ltd, and included an evaluation of the performance of the Board, the Board's Committees and the individual performance of each Board member. In addition, the Senior Independent Director led an evaluation of my performance as Chairman. The results of the review were positive with the Board perceived to have improved its performance despite the challenges presented by Covid-19. The review concluded that the Board remained strong and effective with a good level of constructive challenge and debate. A small number of Board priorities were highlighted which we look forward to progressing in 2021.

The Board also reviewed the time given by each of the Non-executive Directors to perform their responsibilities on behalf of the Company, and concluded that each of the Directors devotes the necessary amount of time to the Company's business.

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As Chairman, I continue to believe that the contribution and performance of each of the Directors remains valuable and relevant, and that they discharge their roles and responsibilities effectively. They all demonstrate commitment to the Company and it is appropriate that all Directors standing for election or re-election should continue to serve on the Board.

Auditor

PricewaterhouseCoopers LLP ("PwC") was appointed as the Company's external auditor in 2017. During 2020, the Audit Committee conducted a formal assessment of PwC's performance, and concluded that PwC had provided an effective and objective audit process for the 2019 financial year, exhibiting strong technical expertise and appropriate challenge. The Audit Committee also confirmed that it considered that PwC was appropriately independent and objective, and therefore recommended to the Board that PwC be reappointed for 2021. In making this recommendation the Audit Committee confirmed that its decision was free from the influence of any third party and that there were no contractual restrictions on the choice of auditor. A resolution for the reappointment of PwC is therefore being proposed at this AGM.

Amendments to the Company's Articles of Association ("Articles")

It is proposed to adopt amended Articles at the AGM, primarily to update the current Articles to reflect changes in the law and developments in market practice and technology since the current Articles were adopted in November 2012. The principal changes will permit the Company to choose to offer both electronic and in-person participation at future Shareholder meetings should it wish to do so, and some procedural changes relating to unclaimed dividends and selling the shares of untraced Shareholders. A summary of the principal proposed changes is contained in the Explanatory Notes on page 11 and a copy of the Articles marked to show the proposed changes is available to view on the Company's website - www.vesuvius.com. It is proposed that Shareholders be asked to approve the adoption of the amended Articles at this AGM.

Shareholder Information

Shareholder information is available to view online on our website at: investors.vesuvius.com/investor-relations including a webcast of the presentation given by the Chief Executive and Chief Financial Officer on the Company's 2020 Financial Results. Along with the Annual Report you can access other information including an electronic copy of the Notice of AGM which is available at: www.vesuvius.com/en/investors/ shareholder-information/shareholder--meetings.html.

Voting

Shareholders will find enclosed a reply-paid Form of Proxy to return. Alternatively, you can choose to submit your proxy votes electronically at www.sharevote.co.uk using the Voting ID, Task ID and Shareholder Reference numbers printed on your Form of Proxy. You are requested to complete and return the Form of Proxy or submit your electronic voting instruction as soon as possible and, in any event, so as to arrive no later than 11.00 am on Monday 10 May 2021, being 48 hours before the time the AGM begins. The completion and return of a Form of Proxy or submission of an electronic voting instruction does not of itself preclude Shareholders from attending and voting in person at the AGM (although please note the Covid-19 guidance outlined above). Arrangements have been made for CREST Members to appoint a proxy or proxies through the CREST electronic appointment service. Further details are included in Notes 10, 11, 12 and 13 on page 6 of the Notice of AGM.

As soon as practicable after the AGM the results of the poll (and other information required by Section 341 of the Companies Act) will be announced via a regulated information service and made available on the Company's website - www.vesuvius.com.

Electronic Communications

If you have received a paper copy of the 2020 Annual Report you will also have received a notification asking if you would like to receive future Annual Reports, notices of general meetings and other shareholder notifications online. If you are already receiving notifications from the Company electronically, and would like us to amend your records to receive a paper copy of future Annual Reports, please contact Equiniti by telephone on 0371 384 2335 (or + 44 121 415 7047 if calling from outside the UK) or alternatively write to Equiniti Registrars, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, stating your name, address, shareholding and Shareholder Reference number.

Recommendation

The Directors believe that all the proposed resolutions to be considered at the AGM are in the best interests of the Company and its Shareholders as a whole. Your Directors therefore recommend Shareholders to vote in favour of each of these resolutions, as they intend to do in respect of their own shareholdings.

Thank you for your continued support of Vesuvius plc. Yours sincerely

John McDonough CBE Chairman

• Vesuvius plc
  Notice of Annual General Meeting 2021

Vesuviusplc

NoticeofAnnualGeneralMeeting2021

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of Vesuvius plc (the "Company") will be held at

165 Fleet Street, London EC4A 2AE on Wednesday 12 May 2021 at 11.00 am for the transaction of the following business: To consider and, if thought fit, to pass resolutions 1 to 15 as ordinary resolutions and resolutions 16 to 20 as special resolutions:

Ordinary Resolutions

1. THAT the annual report and accounts for the year ended 31 December 2020 be received. (See Explanatory Notes - page 8)
2. THAT a final dividend of 14.3 pence per Ordinary Share for the year ended 31 December 2020 be declared, to be paid on 21 May 2021 to holders of Ordinary Shares in the capital of the Company ("Ordinary Shareholders") on the register of members at the close of business on 16 April 2021. (See Explanatory Notes - page 8)
3. THAT the Directors' Remuneration Report (excluding the Directors' Remuneration Policy), as is set out on pages 120 to 122 and pages 131 to 143 in the annual report and accounts for the year ended 31 December 2020, be approved. (See Explanatory Notes - page 8)
4. THAT Ms Kath Durrant be elected a Director of the Company. (See Explanatory Notes - page 8)
5. THAT Mr Dinggui Gao be elected a Director of the Company. (See Explanatory Notes - page 8)
6. THAT Mr Patrick André be re-elected a Director of the Company. (See Explanatory Notes - page 8)
7. THAT Ms Friederike Helfer be re-elected a Director of the Company. (See Explanatory Notes - page 9)
8. THAT Ms Jane Hinkley be re-elected a Director of the Company. (See Explanatory Notes - page 9)
9. THAT Mr Douglas Hurt be re-elected a Director of the Company. (See Explanatory Notes - page 9)
10. THAT Mr John McDonough CBE be re-elected a Director of the Company. (See Explanatory Notes - page 9)
11. THAT Mr Guy Young be re-elected a Director of the Company. (See Explanatory Notes - page 9)
12. THAT PricewaterhouseCoopers LLP be reappointed as Auditor of the Company to hold office from the conclusion of the Meeting until the conclusion of the next Annual General Meeting of the Company at which accounts are laid. (See Explanatory Notes - page 9)
13. THAT the Directors be authorised, subject to the passing of Resolution 12 above, to determine the Auditor's remuneration. (See Explanatory Notes - page 9)
14. THAT the Company and those companies which are subsidiaries of the Company at any time during the period for which this Resolution has effect be authorised for the purposes of Part 14 of the Companies Act 2006 (the "Companies Act") during the period from the date of the passing of this Resolution to the end of the next Annual General Meeting or to the close of business on 30 June 2022, whichever is the earlier:
15. 1. to make political donations to political parties, and/or independent election candidates;
    2. to make political donations to political organisations other than political parties; and
    3. to incur political expenditure,

up to an aggregate amount of £100,000, and the amount authorised under each of paragraphs (i) to (iii) shall also be limited to such amount.

Words and expressions defined for the purposes of the Companies Act shall have the same meaning in this Resolution. (See Explanatory Notes - page 9)

15. THAT the Directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act to exercise all the powers of the Company to allot Shares or grant rights to subscribe for or convert any security into Shares:

1. up to an aggregate nominal amount of £9,040,463; and
2. comprising equity securities (as defined in Section 560(1) of the Companies Act) up to a further aggregate nominal amount of £9,040,463 in connection with an offer by way of a rights issue;

such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the Companies Act and to expire at the end of the next Annual General Meeting of the Company or at the close of business on 30 June 2022, whichever is the earlier but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require Shares to be allotted or rights to subscribe for or to convert any security into Shares to be granted after the authority ends.

For the purposes of this Resolution a "rights issue" means an offer to Ordinary Shareholders in proportion (as nearly as may be practicable) to their existing holdings, to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to shares held by the Company in treasury ("Treasury Shares"), fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory. (See Explanatory Notes - page 10)

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Special Resolutions

16. THAT, subject to the passing of Resolution 15 above, the Directors be authorised to allot equity securities (as defined in Section 560(1) of the Companies Act) wholly for cash under the authority given by that resolution and/or to sell Ordinary Shares held by the Company as Treasury Shares for cash as if Section 561 of the Companies Act did not apply to any such allotment and/or sale, such authority to be limited:

1. to the allotment of equity securities and/or sale of Treasury Shares in connection with any rights issues or other pre-emptive issue; and
2. to the allotment of equity securities and/or sale of Treasury Shares (otherwise than under paragraph (i) above) up to an aggregate nominal amount of £1,356,069,

such authority to expire at the end of the next Annual General Meeting of the Company or, if earlier, at the close of business on 30 June 2022, but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would,

or might, require equity securities to be allotted (and/or Treasury Shares to be sold) after the authority expires and the Directors may allot equity securities (and/or sell Treasury Shares) under any such offer or agreement as if the authority had not expired.

For the purposes of this Resolution:

1. "rights issue" has the same meaning as in Resolution 15 above;
2. "pre-emptiveissue" means an issue of equity securities following an offer of securities open for acceptance for a period fixed by the Directors to Ordinary Shareholders (other than the Company) on the register on a record date fixed by the Directors in proportion to their respective holdings, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to Treasury Shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory; and
3. the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

(See Explanatory Notes - page 10)

17. THAT, subject to the passing of Resolution 15 above, the Directors be authorised in addition to any authority granted under Resolution 16 to allot equity securities (as defined in Section 560(1) of the Companies Act) wholly for cash under the authority given by that resolution and/or to sell Ordinary Shares held by the Company as Treasury Shares for cash as if Section 561 of the Companies Act did not apply to any such allotment and/or sale, such authority to be:

1. limited to the allotment of equity securities and/or sale of Treasury Shares up to an aggregate nominal amount of £1,356,069; and
2. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of Directors of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the end of the next Annual General Meeting of the Company or, if earlier, at the close of business on

30 June 2022, but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and/or Treasury Shares to be sold) after the authority expires and the Directors may allot equity securities (and/or sell Treasury Shares) under any such offer or agreement as if the authority had not expired.

For the purposes of this Resolution the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights. (See Explanatory Notes - page 10)

18. THAT, general and unconditional authority be given for the purpose of Section 701 of the Companies Act for market purchases (as defined in Section 693 of the said Act) by the Company of its Ordinary Shares, provided that:

1. the maximum number of Ordinary Shares which may be purchased shall be 27,121,389;
2. the minimum price (exclusive of expenses) which may be paid for each Ordinary Share shall not be less than the nominal value of the Ordinary Shares at the time of purchase; and
3. the maximum price (exclusive of expenses) which may be paid for each Ordinary Share shall be an amount equal to the higher of
4. 1. 105% of the average of the closing price of the Company's Ordinary Shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which such Share is contracted to be purchased and
   2. the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out;

such authority to expire at the end of the next Annual General Meeting of the Company or at the close of business on 30 June 2022, whichever is the earlier (except in relation to the purchase of Shares the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry). (See Explanatory Notes - page 10)

1. THAT a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice provided that this authority shall expire at the end of the next Annual General Meeting of the Company or at the close of business on 30 June 2022, whichever is the earlier. (See Explanatory Notes - page 11)
2. THAT, with effect from the conclusion of the AGM, the amended Articles of Association produced to the Meeting and signed by the Chairman for the purpose of identification, be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the Company's existing Articles of Association. (See Explanatory Notes - page 11)

By Order of the Board
Henry Knowles Company Secretary	Registered office: 165 Fleet Street, London EC4A 2AE
29 March 2021	Registered in England & Wales number 8217766
	LEI: 213800ORZ521W585SY02