Annual Report and Accounts

Cookson Group PLC
11 April 2008




11 April 2008


                               Cookson Group plc


Pursuant to paragraph 9.6.1 of the Listing Rules, two copies of the following
documents have been submitted to the UK Listing Authority (the 'UKLA') and will
shortly be available for inspection at the UKLA's Document Viewing Facility,
which is situated at:



Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Tel. no. + 44 (0) 20 7066 1000


   -    Annual Report for the year ended 31 December 2007 (the '2007 Annual
        Report')

   -    Notice of Annual General Meeting to be held on 15 May 2008

   -    Form of proxy for the Annual General Meeting to be held on 15 May
        2008

   -    Letter regarding availability of the 2007 Annual Report on the
        Company's website


The Company is proposing two special resolutions pertaining to the amendment of
the Articles of Association (the 'Articles') at the forthcoming Annual General
Meeting (the 'AGM'). In accordance with paragraph 6.1.2 of the Disclosure and
Transparency Rules, drafts of the Company's Articles incorporating the
amendments to be proposed at the AGM, some of which are to take effect from 15
May 2008 and others to take effect from 1 October 2008, have also been submitted
to the UKLA.

A summary of the resolutions, the reasons they are being proposed and the
proposed changes to the Articles are set out below:

Resolution 14 proposes the adoption of a number of amendments to the Articles
with effect from the close of the AGM.  These changes relate primarily to the
provisions of the Companies Act 2006 (the '2006 Act') and, in common with many
other companies, the Company is proposing to make these changes to address any
inconsistencies between the Articles and the parts of the 2006 Act which have
already been enacted, to remove provisions in the Articles which duplicate
matters now dealt with in the 2006 Act and to allow the Company to take
advantage of certain helpful deregulatory measures introduced by the 2006 Act.
The proposed changes include amendments to the Articles relating to the period
of notice required to convene general meetings, the form of resolutions, and the
aggregate fees payable to Directors and Directors' liabilities and indemnities
amongst other things. It is proposed that these changes be made to the Articles
with effect from 15 May 2008.

Resolution 15 seeks authority to further amend the new Articles to take account
of certain provisions of the 2006 Act relating to directors' conflicts of
interest which will come into force on 1 October 2008.  It is proposed that
these changes be made to the Articles with effect from 1 October 2008 or, if
later, when the relevant provisions of the 2006 Act are in force.

Printed copies of the AGM documents are being posted to shareholders today.
Copies of the 2007 Annual Report and Notice of Meeting, which includes a summary
of the proposed changes to the Articles, will be available on the Company's
website at www.cooksongroup.co.uk shortly.



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