Result of AGM

Morgan Crucible Co PLC
20 April 2007


RREV COMPANY VOTING RESULTS TEMPLATE

Company Name:                                           The Morgan Crucible Company plc

Meeting Date:                                           20th April 2007

Number of cards (shareholders) at meeting date:         20

Issued share capital at meeting date:                   287,060,142

Number of votes per share:                              1

Meeting type AGM/EGM:                                   AGM

Resolution (No. as noted on proxy form)                         Shares For        Shares     Shares      Shares    Poll
                                                                           Discretionary    Against   Marked As  Yes/No
                                                                                                          Votes
                                                                                                     Withheld /
                                                                                                    Abstentions
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1. To receive the Report of the Directors and the              172,602,234       367,823      1,877         334      No
Accounts for the year ended 4th January 2007.
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2. To approve the Remuneration Committee report, as set        111,385,701       375,335 61,171,608      39,624      No
out in the Report and Accounts for the year ended 4th
January 2007.
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3. To declare a Final Dividend at the rate of 3.0p per         172,614,185       354,690        393       3,000      No
share on the ordinary share capital of the Company for
the year ended 4th January 2007 payable on 6th July
2007 to shareholders on the register at the close of
business on 1st June 2007.
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4. To elect Mr. Tim Stevenson as a Director.                   172,553,228       385,248     17,786      16,006      No
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5. To elect Mr. Kevin Dangerfield as a Director.               167,860,348       376,582      8,932   4,726,406      No
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6. To re-elect Mr. Joe MacHale as a Director.                  171,148,258       377,998  1,284,441     161,571      No
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7. To reappoint KPMG Audit Plc as auditors of the              167,650,643       371,218    236,344   4,714,063      No
Company until the conclusion of the next general
meeting at which accounts are laid before the members
and authorise the Directors to determine their
remuneration.
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8. 'THAT the authority conferred on the Directors of           172,512,542       378,409     71,528       9,789      No
the Company by Article 8(3) of the Company's Articles
of Association be renewed for the period expiring 15
months after the date of passing this resolution or
until the next Annual General Meeting, whichever shall
first occur, and for that period the ''section 80
amount'' is £24,067,095 representing approximately one
third of the issued ordinary share capital of the
Company'.
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9. 'THAT the Company may send or supply documents or           172,425,704       357,288     91,865      97,411      No
information to members by making them available on a
website for the purposes of paragraph 10.2 of schedule
5 to the Companies Act 2006 and otherwise and use
electronic means (within the meaning of the Disclosure
Rules and Transparency Rules Source Book published by
the Financial Services Authority) to communicate with
members'.
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10. 'THAT subject to the passing of resolution 8 the           172,443,991       420,511     84,243      23,523      No
authority conferred on the Directors of the Company by
Article 8(4) of the Company's Articles of Association
be renewed for the period expiring 15 months after the
date of passing this resolution or on the date of the
next Annual General Meeting, whichever shall first
occur, and for that period the ''section 89 amount'' is
£ 3,610,064 representing just less than 5 per cent of
the issued ordinary share capital of the Company'.
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11. 'THAT the Directors of the Company be and they are         172,482,975       408,350     72,104       8,839      No
hereby generally and unconditionally authorised for the
purpose of Section 163 of the Companies Act 1985 (the
'Act') to make one or more market purchases (within the
meaning of Section 163(3) of the Act) of ordinary
shares of 25p each in the issued share capital of the
Company ('Ordinary Shares') provided that:
(a) the maximum aggregate number of Ordinary Shares
authorised to be purchased is 28,880,514 representing
just less than 10 per cent of the issued ordinary share
capital of the Company;
(b) the minimum price which may be paid for an Ordinary
Share (exclusive of expenses) is 25p;
(c) the maximum price which may be paid for an Ordinary
share (exclusive of expenses) is an amount equal to 105
per cent of the average of the middle market quotations
for an Ordinary Share as derived from the London Stock
Exchange Daily Official List for the five business days
immediately preceding the day on which the purchase is
made;
(d) unless previously renewed, varied or revoked this
authority shall expire 15 months from the date of the
passing of this resolution or at the conclusion of the
next Annual General Meeting
(whichever is the sooner); and
(e) the Company may make a contract to purchase
Ordinary Shares under this authority which
will or may be executed wholly or partly after the
expiry of this authority and may make a
purchase of Ordinary Shares in pursuance of such a
contract.'
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