Director/PDMR Shareholding

RNS Number : 5558P

Cookson Group PLC

26 March 2009

Directors' Interests

Cookson Group plc

In accordance with the rules of the Cookson Group Long-Term Incentive Plan (the 'Plan') the executive Directors of Cookson Group plc ('Cookson' or 'the Company') have received their annual allocations of Performance Shares. Under the rules of the Plan, Nick Salmon, Chief Executive and Mike Butterworth, Group Finance Director, received allocations of Matching Shares in respect of the shares they took up under the recent Company rights issue. Mike Butterworth also received an allocation of Matching Shares in respect of the Cookson shares he purchased with his 2008 Annual Incentive payment.

Performance Shares were allocated to executive Directors on 25 March 2009, based upon the mid-market closing price for shares in Cookson on 24 March 2009, of 18 pence. The allocations were as follows:

Director	Performance Shares
N R Salmon	2,870,000
M G Butterworth	1,741,666

In accordance with the rules of the Plan, the executive Directors were eligible to designate shares purchased under the recent rights issue as Investment Shares so as to qualify for a Matching Share Award. Nick Salmon took up rights over 2,888,748 shares under the rights issue and Mike Butterworth rights over 1,092,588 shares, and as a result they received allocations of 6,940,339 and 2,624,989 Matching Shares respectively.

Eligible executives can also invest all or part of their Annual Incentive payment in shares in the Company in return for which they are granted an award of Matching Shares. In this regard Mr Butterworth purchased 155,138 shares. Details of this purchase were announced yesterday. As a result of this investment in Company shares, Mr Butterworth was allocated 587,815 Matching Shares.

Awards of Performance and Matching Shares under the Plan will normally vest on or shortly after the third anniversary of the award date. The proportion of an award that vests will be subject to the attainment of certain performance conditions relating to the performance of the Company over the three financial years to which the award relates, as detailed in the Annual Report.

As a result of the above, the revised interests of the executive Directors in the shares of the Company are as follows:-

Shareholdings:

Director	Current Shareholdings
N R Salmon	3,129,477
M G Butterworth	1,338,775

Long-Term Incentive Plan Allocations:

2006, 2007 and 2008 Awards

Director	Grant Date	Type of award	Share Allocations outstanding as at 25/03/09	Market Price of shares on day before award (p)	Performance period	Vesting date

N R Salmon	06/04/06*	Performance Shares	86,308	553.25	01/01/06-31/12/08	06/04/09
		Matching Shares	141,991	553.25	01/01/06-31/12/08	06/04/09

	03/04/07	Performance Shares	78,972	623.00	01/01/07-31/12/09	03/04/10
		Matching Shares	153,032	623.00	01/01/07-31/12/09	03/04/10

	31/03/08	Performance Shares	80,342	643.00	01/01/08-31/12/10	31/03/11
		Matching Shares	154,942	643.00	01/01/08-31/12/10	31/03/11

M G Butterworth	06/04/06*	Performance Shares	46,543	553.25	01/01/06-31/12/08	06/04/09
		Matching Shares	46,600	553.25	01/01/06-31/12/08	06/04/09

	03/04/07	Performance Shares	45,746	623.00	01/01/07-31/12/09	03/04/10
		Matching Shares	61,212	623.00	01/01/07-31/12/09	03/04/10

	31/03/08	Performance Shares	48,755	643.00	01/01/08-31/12/10	31/03/11
		Matching Shares	99,727	643.00	01/01/08-31/12/10	31/03/11

*The performance period for awards made in 2006 ended on 31 December 2008. The Company has not met the terms of the performance condition for these awards so they will not vest on 6 April 2009 and the awards will lapse.

Following the rights issue it is intended, subject to receipt of the relevant approvals, to adjust the awards outstanding under Cookson's share incentive plans to reflect the effect of the rights issue. These adjustments have not yet been made. The numbers in the above table therefore represent the current unadjusted awards.

2009 Awards

Director	Grant Date	Type of award	New Share Allocations 25/03/09	Market Price of shares on day before award (p)	Performance period	Vesting date

N R Salmon	25/03/09	Performance Shares	2,870,000	18.00	01/01/09-31/12/11	25/03/12
		Matching Shares	6,940,339	18.00	01/01/09-31/12/11	25/03/12

M G Butterworth	25/03/09	Performance Shares	1,741,666	18.00	01/01/09-31/12/11	25/03/12
		Matching Shares	3,212,804	18.00	01/01/09-31/12/11	25/03/12