EGM Statement

Cookson Group PLC
05 August 2002



NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, FRANCE, NEW ZEALAND, THE REPUBLIC OF IRELAND
OR THE REPUBLIC OF SOUTH AFRICA





                               COOKSON GROUP PLC


                                 RESULT OF EGM




The Board of Cookson announces that at the Extraordinary General Meeting of the
Company held earlier today each of the Resolutions: (a) to reorganise each
existing ordinary share of 50p into one reorganised ordinary share of 1p and one
deferred share of 49p; and (b) to authorise the Directors to allot relevant
securities in connection with the Rights Issue, both as set out in the Notice of
Extraordinary General Meeting dated 19 July 2002, were duly passed with 99.9 per
cent. of the votes cast in favour of each Resolution.



Today, Provisional Allotment Letters in respect of entitlements to New Shares
pursuant to the Rights Issue will be posted to Qualifying non-CREST Shareholders
(other than certain overseas holders).  In addition, Nil Paid Rights will be
credited to the stock accounts of Qualifying CREST Shareholders (other than
certain overseas holders) as soon as practicable after 8.00am on 6 August 2002.



It is expected that dealings in the New Shares, nil paid, will commence at
8.00am on 6 August 2002.



The latest time and date for acceptance and payment in full for New Shares
pursuant to the Rights Issue is 9.30am on 28 August 2002.



Commenting, Sir Bryan Nicholson, Chairman, said:



'I am pleased that shareholders have given strong support to the resolutions at
today's EGM.  They pave the way for a successful rights issue.  The Board is
convinced that the rights issue is the best course of action and the positive
response from shareholders in the past three weeks supports that view.'





ENQUIRIES:


Cookson Group plc                                            Tel:  [phone]

Sir Bryan Nicholson, Chairman
Stephen Howard, Group Chief Executive
Dennis Millard, Group Finance Director


Lazard                                                       Tel:  [phone]
Jonathan Dawson


Cazenove                                                     Tel:  [phone]
Edmund Byers


Merrill Lynch                                                Tel:  [phone]
Stephen Robinson


Citigate Dewe Rogerson                                       Tel:  [phone]
Jonathan Clare





Definitions used in the Prospectus dated 19 July 2002 shall have the same
meanings when used in this announcement, unless the context requires otherwise.



This announcement shall not constitute or form any part of any offer or
invitation to subscribe for, underwrite or otherwise acquire, or any
solicitation of any offer to purchase or subscribe for, the Nil Paid Rights, the
Fully Paid Rights or the New Shares (the 'Securities').  Any purchase of, or
application for, Securities in the Rights Issue should only be made on the basis
of information contained in the Prospectus dated 19 July 2002 and any supplement
thereto.



The Securities have not been and will not be registered under the US Securities
Act of 1933 or under the securities laws of any state of the United States nor
will they qualify for distribution under any of the relevant securities laws of
the Excluded Territories nor has any Prospectus in relation to the New Shares
been lodged with or registered by the Australian Securities and Investments
Commission.  Accordingly, subject to certain exceptions, the Securities may not
be offered, sold, delivered, renounced or transferred, directly or indirectly,
in or into the Excluded Territories.  There is no public offer of the Securities
in the United States.



Prices and values of, and income from, shares may go down as well as up and an
investor may not get back the amount invested.  It should be noted that past
performance is no guide to future performance.  Persons needing advice should
consult an independent adviser.



The contents of this press announcement which has been prepared and issued by
and is the sole responsibility of Cookson has been approved solely for the
purposes of section 21 of the Financial Services and Markets Act 2000 by Lazard,
Cazenove and Merrill Lynch.



Each of Lazard, Cazenove and Merrill Lynch is acting exclusively for Cookson and
no-one else in connection with the Share Capital Reorganisation and the Rights
Issue and will not be responsible to anyone other than Cookson for providing the
protections afforded to clients of Lazard, Cazenove or Merrill Lynch or for
providing advice in relation to the Share Capital Reorganisation and the Rights
Issue or any matters referred to herein.



The address of Lazard Brothers & Co., Limited and Lazard Capital Markets
('Lazard') is 21 Moorfields, London EC2P 2HT.  The address of Cazenove & Co. Ltd
('Cazenove') is 12 Tokenhouse Yard, London EC2R 7AN.  The address of Merrill
Lynch International ('Merrill Lynch') is 2 King Edward Street, London EC1A 1HQ.




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