Vesuvius : Rules of the new Vesuvius Share Plan

CLIFFORD CHANCE LLP

Renewal of Vesuvius Share Plan rules - to be tabled as a resolution at the Vesuvius plc AGM to be held on 18 May 2022

VESUVIUS PLC

THE VESUVIUS SHARE PLAN

Adopted by the board of the Company on 31 October 2012 1 March 2022

Approved by shareholders of Cookson Group plc on 26 November 2012the Company on

[18 May] 2022

HMRC Reference (Schedule 1 only): X110878

Amended by the Remuneration Committee on 25 February 2015, 10 May 2018

and 4 December 2018

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CONTENTS

Rule	Page
1.	Definitions and Interpretation	1
2.	Eligibility	3
3.	Grant of Awards	4
4.	Limits	6
5.	Performance Share Awards	8
6.	Deferred Share Bonus Awards	9
7.	Restricted Share Awards	10
8.	Market-Price Options	11
9 5.	Vesting of Awards	127
10 6.	Consequences of Vesting	1510
11 7.	Exercise of Options	1611
12 8.	Cash Alternative and Other Cash Awards	1812
13 9.	Lapse of Awards	1914
14 10.	Leavers	2014
15 11.	Takeovers and Other Corporate Events	2215
16 12.	Adjustment of Awards	2417
17 13.	Alterations	2518
18 14.	Miscellaneous	2619
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Schedule 1 - The Vesuvius UK Company Share Option Plan

Schedule 2 - The Vesuvius US Incentive Stock Option Plan

Schedule 3 - The Vesuvius French Approved Option Plan

Schedule 4 - Shares subject to a Holding Period

1.

DEFINITIONS AND INTERPRETATION

1.1

In the Plan, unless the context otherwise requires:

"Admission" means the first date on which Shares are admitted to dealing on the London Stock Exchange;

"Approved Option" means a Market-Price Option granted in accordance with Schedule 1 to the Plan;

"Award" means a Performance Share Award, a Deferred Share Bonus Award, a Restricted Shares Award, or a Market-PriceConditional Award or an Option;

"Board" means the board of directors of the Company or a duly authorised committee of the Board or a duly authorised person, or any successor entity;

"Bonus" means a benefit payable under a discretionary bonus arrangement operated by a Participating Company;

"Cash Conditional Award" has the meaning set out in Rule 128.6;

"Committee" means the remuneration committee or any of committee of the Board appointed by the Board for the purposes of the Plan, a sub-committee or an individual appointed by such remuneration committee or, on and after the occurrence of a corporate event described in Rule 15 (Takeovers and other corporate events), the remuneration 11, the committee of the Board or such sub-committee as constituted immediately before such event occurs;

"Company" means Vesuvius plc (registered in England and Wales with registered number 8217766);

"Conditional Award" means a Performance Share Award, a Deferred Share Bonus Award or a Restricted Share Award granted in the form of a conditional right to acquire Shares granted under the Plan;

"Control" means control within the meaning of section 719 of ITEPA;

"Deferred Share Bonus Award" means an Award which represents a deferred Bonus and which may only be granted to an individual who has been awarded a Bonus by a Participating Company;

"Dividend Equivalent" means a benefit calculated by reference to dividends paid on Shares as described in Rule 3.43.4;

"Early Vesting Date" means either:

(a) the date of cessation of employment of a Participant in the circumstances referred to in Rule 14.1 (Good leavers)10.1; or

(b) a date of notification referred to in Rule 15.1 (General offers)11.1, the date of the relevant event referred to in Rule 15.2 (Schemes of arrangement andwinding up)11.2 or the date of Vesting referred to in Rule 15.3 (Demergers and similar events)11.3;

"Exercise Period" means the period referred to in Rule 10.26.2 during which an Option may be exercised;

"Grant Date" means the date on which an Award is granted;

"Group Member" means:

(a) a Participating Company or a body corporate which is the Company's holding company (within the meaning of section 1159 of the Companies Act 2006) or a Subsidiary of the Company's holding company;

• (b) a body corporate which is a subsidiary undertaking (within the meaning of section 1162 of that Act) of a body corporate within paragraph (a) above and has been designated by the Board for this purpose; and

• (c) any other body corporate in relation to which a body corporate within paragraph (a) or (b) above is able (whether directly or indirectly) to exercise 20% or more of its equity voting rights and has been designated by the Board for this purpose;

and, for the purposes of Rule 5.3, 5.4 and 7.1, includes former Group Members.

"Holding Period" means aany period following the Vesting of an Award set by the Committee during which the Participant may not transfer, assign, charge or otherwise dispose of the Shares subject to the Award, save to the extent necessary to discharge any Tax Liability due on Vesting of a Conditional Award or exercise of an Option;during which the Schedule will apply;

"ITEPA" means the Income Tax (Earnings and Pensions) Act 2003;

"Listing Rules" means the Listing Rules published by the UKLAUK Listing Authority;

"London Stock Exchange" means London Stock Exchange plc or any successor to that company;

"Market-Price Option" means an Option granted under Rule 8;

"Nil-Cost Option" means a Performance Share Award, a Deferred Share Bonus Award or a Restricted Share Award granted in the form of an option with a nil Option Price or an Option Price below that of a Market-Price Option;

"Market Value" on any day means

(a)where Shares are quoted on the Daily Official List of the London Stock Exchange, an amount equal to the middle-market quotation of a Share (as derived from the London Stock Exchange Daily Official List) on the dealing day before the Grant Date or, if the Committee so determines, the average of the middle market quotations during a period not exceeding the 5 dealing daysbefore the Grant Date provided such dealing day(s) do not fall within any period when dealings in Shares are prohibited under the Company's share dealing code; or

(b)

if Shares have not been admitted to the Daily Official List of the London Stock Exchange, the market value of a Share determined in accordance with the provisions of Part VIII of the Taxation of Chargeable Gains Act 1992;

"Normal Vesting Date" means the date on which an Award vests under Rule 9.1 (Timing of Vesting: Normal Vesting Date)5.1;

"Option" means an optiona right to acquire Shares under the Plan, being either a Market-Price Option or a Nil-Cost Option which is designated as an option by the Committee under Rule 3.2;

"Option Price" means the amount, if any, payable on the exercise of an Option;

"Participant" means a person who holds an Award including histheir personal representatives;

"Participating Company" means the Company or any Subsidiary of the Company;

"Performance Condition" means a condition related to performance which is specified by the Committee under Rule 3.1 (Terms of grant)3.1;

"Performance Share Award" means an Award granted under Rule 5to which one or more Performance Conditions apply;

"Plan" means the Vesuvius Share Plan as amended from time to time;

"Restricted Share Award" means an Award granted under Rule 7which is not subject to Performance Conditions;

"Rule" means a rule of the Plan;

"Shares" means fully paid ordinary shares in the capital of the Company;

"Subsidiary" means a body corporate which is a subsidiary (within the meaning of section 11562 of the Companies Act 2006);

"Tax Liability" means any amount of tax or social security contributions for which a Participant would or may be liable and for which any Group Member or former Group Member would or may be obliged to (or would or may suffer a disadvantage if it were not to) account to any relevant authority;

"Trustees" means the trustees of any employees' share ownership plan trust designated by the Board for the purposes of the Plan;

"UKLA" means the United Kingdom Listing Authority;

"US Code" means the US Internal Revenue Code of 1986;