Rights Issue

Cookson Group PLC
19 July 2002


                                                                   19 JULY, 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

PROPOSED RIGHTS ISSUE TO RAISE £277.5 MILLION

Summary

*       Proposed 8 for 5 Rights Issue to raise approximately £277.5 million 
        (net of expenses)

*       Up to approximately 1,164 million New Cookson Shares to be offered at a 
        price of 25 pence per New Cookson Share

*       Net proceeds will be used to repay borrowings under the syndicated bank 
        facility

*       Strengthens Cookson's balance sheet and allows the Group to rebalance 
        its capital structure

Commenting, Stephen Howard, Group Chief Executive, said:

'Over the past five years, Cookson has been transformed into a focused
international materials technology group with world class technologies and
strong market positions.

Although affected by the exceptional turmoil that has swept through our
principal markets since early 2001, our businesses are now well positioned to
benefit from a sustained recovery in the Group's major markets when it occurs.
Further, reducing the constraints of Cookson's current debt burden will allow us
to pursue fully our strategies and strengthen the Group's balance sheet. Based
upon discussions thus far, we feel we have broad support from our major
shareholders. For these reasons, the Board is recommending shareholders support
the proposed rights issue.'

In connection with the Rights Issue, Lazard is acting as sponsor, joint
financial adviser and co-lead manager, and Cazenove and Merrill Lynch are acting
as joint financial advisers, joint lead managers and joint brokers.

ENQUIRIES:

Cookson Group plc                                           Tel: [phone]
Sir Bryan Nicholson, Chairman
Stephen Howard, Group Chief Executive
Dennis Millard, Group Finance Director

Lazard                                                      Tel: [phone]
Marcus Agius
Paul Gismondi
Jonathan Dawson

Cazenove                                                    Tel: [phone]
Julian Cazalet
Edmund Byers
Arthur Drysdale

Merrill Lynch                                               Tel: [phone]
Stephen Robinson
John Plaxton
Rupert Hume-Kendall

Media enquiries: Citigate Dewe Rogerson                     Tel: [phone]
Jonathan Clare
Martin Jackson

Lazard is acting as sponsor, joint financial adviser and co-lead manager, and
Cazenove and Merrill Lynch are acting as joint financial advisers, joint lead
managers and joint brokers 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 and Merrill Lynch, respectively, nor for giving advice in
relation to the Share Capital Reorganisation and the Rights Issue or any other
matter referred to in this announcement.

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.

This press announcement has been issued by Cookson and is the sole
responsibility of Cookson. It has been approved solely for the purposes of
section 21 of the Financial Services and Markets Act 2000 by Lazard of 21
Moorfields, London EC2P 2HT, Cazenove of 12 Tokenhouse Yard, London EC2R 7AN and
Merrill Lynch of 2 King Edward Street, London EC1A 1HQ.

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 financial adviser.

Certain statements made in this announcement are forward-looking statements.
Such statements are based on current expectations and, by their nature, are
subject to a number of risks and uncertainties that could cause actual results
and performance to differ materially from any expected future results or
performance, expressed or implied by the forward-looking statement. The
information and opinions contained in this announcement are subject to change
without notice and Cookson assumes no responsibility or obligation to update
publicly or revise any of the forward-looking statements contained herein.

                                                                   19 JULY, 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

PROPOSED RIGHTS ISSUE TO RAISE £277.5 MILLION

Introduction

The Board of Cookson announces that it is proposing a Rights Issue of up to
1,164,093,673 New Shares at 25p per New Share to raise approximately £277.5
million after expenses, on the basis of 8 New Shares for every 5 Existing Shares
held by Qualifying Shareholders on the Record Date. The principal terms of the
Rights Issue are set out below.

Background to and reasons for the Rights Issue

Transformation of the Group

Since 1997, Cookson has been transformed from a diverse industrial conglomerate
into a focused international materials technology group with three core
divisions - Electronics, Ceramics and Precious Metals - each of which is now a
leader in its own field.

The transformation process incorporated a rigorous analysis of the Group's
portfolio to identify those businesses that had the potential to achieve:

-     market and technological leadership;

-     above average growth;

-     global presence;

-     robust cash flow; and

-     returns, over time, exceeding the Group's cost of capital.

Between 1997 and 2000, businesses considered unlikely to meet these criteria
were identified for disposal and some 11 businesses were sold, generating £409
million in net cash proceeds.

During the same period, Cookson invested £1,095 million in the acquisition of
businesses in the Group's three core divisions. These acquisitions have been
instrumental in building or reinforcing the leadership positions each division
now holds. They were financed principally out of the proceeds from divestments,
long term loan notes and new bank debt, as this was considered to be the most
effective source of funding at the time. As a consequence, the Group's net debt
rose to £750 million as at 31 December 2001.

Performance of the Group: 1997 to 2000

In the four year period to the end of 2000, turnover and profits of the Group's
continuing operations increased significantly through both acquisitions and
organic growth:

-     turnover more than doubled to £2.4 billion in 2000, with an average 
      organic growth rate of 5 per cent. per annum;

-     operating profit - before goodwill amortisation and exceptional items - 
      more than doubled to £240 million, with an average organic growth rate of 
      7 per cent. per annum;

-     operating profit as a percentage of turnover was steady throughout the 
      period, averaging 9.6 per cent., without the anticipated margin benefits 
      from completing the integration of major acquisitions being fully
      realised; and

-     average pre-tax return on investment was 12.5 per cent., in line with the 
      Group's estimated cost of capital.

The Group as a whole also generated aggregate positive free cash flow before
dividends of £346 million over the four year period.

During this period, the Electronics division's contribution to the Group's
increased significantly, providing some 53 per cent. of total turnover and
operating profit in 2000, compared with 35 per cent. in 1997.

Following this period of rapid growth and significant corporate activity,
management's primary goal for 2001 was to consolidate the leading positions of
each division and to complete the integration of acquisitions in order to
realise the significant synergies that had been identified.

2001: A year of exceptional market turmoil

Cookson's major markets began to experience a sharp deterioration early in 2001
which accelerated as the year progressed. The severe and unprecedented fall in
activity in the global electronics industry and the deep recession in
manufacturing industries in the United States - the key trading region for all
three divisions - particularly impacted the Group. The consequence was a sharp
fall in the Group's revenues and profits. The impact was most acute in the
Electronics division which saw revenues fall by 35 per cent. compared with 2000
and, after having made an operating profit of £135 million in 2000, the division
recorded a small operating loss in 2001. Whilst the Ceramics and Precious Metals
divisions were also negatively affected by adverse economic and market
conditions, both divisions produced resilient results under the circumstances
and remained profitable. Despite the difficult trading environment, the Board
believes that during this period of market turmoil each of the three divisions
maintained or strengthened its relative market position.



Management action

To address the sharp decline in the Group's markets, the Board took swift and
decisive action from early in 2001 to reduce the Group's cost base. To date,
this has resulted in the following:

-     a work force reduction of approximately 3,500 people (17 per cent. of the 
      total), with the Electronics division's headcount reduced by 31 per cent; 
      and

-     a decrease in the number of facilities through the permanent or temporary 
      closure and integration of sites.



These measures, together with the continued integration of the Group's
acquisitions, resulted in an aggregate reduction in the Group's annualised cost
base of some £90 million. The Board expects a significant part of this cost
reduction to be of a more permanent nature. Care has been taken to ensure that
the Group maintains the capacity and the ability to benefit from an upturn in
its markets.

In addition, the Board took steps in 2001 to maximise cash generation throughout
the Group, including:

-     the introduction of tighter working capital controls which contributed to 
      an overall year-on-year reduction in working capital of £69 million;

-     a review of capital projects which contributed to capital expenditure 
      being £23 million lower than the previous year; and

-     the sale and leaseback of certain UK properties for £28 million.



These measures contributed towards Cookson generating positive free cash flow
before dividends of £73 million in 2001 despite a £191 million fall in pre-tax
profit compared with 2000. In addition to this, further non-core businesses were
disposed of in 2001 for £62 million. The Board did not propose a final dividend
for the year ended 31 December 2001.

In order to refinance £265 million of bank facilities due to mature in July 2002
and to ensure that the Group had sufficient financial resources, Cookson
arranged a new £450 million syndicated banking facility in December 2001
partially secured on certain Group assets. The new facility has a final maturity
date of 30 September 2004 and reduces to £400 million on 1 April 2003 and to
£300 million on 1 September 2003. The facility addressed the Group's near term
funding needs. At 30 June 2002, £297 million of the facility was utilised
leaving £153 million of available headroom.



Group strategy

Prior to arranging the bank facility described above, the Board had determined
that it would be in the best interests of the Company to reduce meaningfully the
level of the Group's borrowings. At that time the Board considered that the best
way to achieve this was to pursue a number of strategically attractive
initiatives, including disposals and joint ventures, which would then be
followed by a possible equity issue to supplement the proceeds of these
initiatives. Certain of these initiatives that would have facilitated the
objective of reducing Group borrowings were underway when the bank financing was
completed in December 2001. In the current environment, most of these
initiatives did not materialise as planned. In light of this, and given the
level of debt and the security and other constraints attaching to it, the Board
was concerned that the Group's ability to pursue its strategies fully could
increasingly be adversely impacted.

In light of current circumstances, the Board has closely reviewed the Group's
business activities. It has concluded that, given the leadership position that
each core division holds, there is substantial potential for a significant
recovery from the current cyclical downturn in the Group's major markets.
Furthermore, the Board believes that such a recovery - combined with the Group's
reduced operating cost base - would make a return to the levels of profitability
seen prior to 2001 achievable. The Board therefore considers that the best
immediate basis for maximising shareholder value is to continue to concentrate
on and to support fully the Group's three divisions and to strengthen its
balance sheet. Accordingly, the Board has concluded that a Rights Issue is now
the most appropriate course of action.

In addition, the Board has decided to progress the sale of the Precision
Products businesses within the Precious Metals division and of certain small
businesses. The Board will continue to review all strategic options, including
further disposals or joint ventures, to maximise shareholder value.

Rights Issue

The net proceeds of the Rights Issue will be used to repay borrowings
outstanding under the Group's £450 million syndicated bank facility. Assuming
the Rights Issue is taken up in full, this would reduce, on a pro forma basis as
at 30 June 2002, total net debt to £471.6 million. The Board believes this will
enable Cookson to:

-     pursue fully its strategy. The Rights Issue will allow Cookson to continue 
      to build on its leading market positions with a stronger balance sheet, 
      placing it in a better position to benefit from a sustained
      upturn in its key markets, especially given its high operational leverage. 
      The financial benefits of a recovery are expected to be particularly 
      evident in the Electronics division as a result of its reduced
      cost base, under-utilised manufacturing capacity and overhead structure 
      which is capable of sustaining a significantly greater level of demand for 
      its products;

-     strengthen its balance sheet. The proceeds of the Rights Issue would allow 
      the Group to rebalance its capital structure by significantly reducing 
      shorter term bank borrowings, whilst maintaining the £460
      million of longer dated convertible bonds and loan notes which have 
      maturities ranging from 2004 to 2012;

-     obtain more favourable financing terms. A sounder capital structure will 
      lessen the financial and operational constraints currently being placed on 
      the Group's business by certain other providers of funding as a result of 
      the nature and level of the Group's debt. The Board also intends, when
      circumstances permit, to replace its secured bank facilities with less 
      restrictive, unsecured facilities; and

-     maintain its investment in targeted capital expenditure and research and 
      development projects. Such projects, which are part of the Group's normal 
      capital expenditure, are expected to enhance Cookson's
      ability to generate organic growth and to sustain its leading market and 
      technology positions. Projects currently underway include: the development 
      of semiconductor copper and new state-of-the-art facilities
      for semiconductor packaging and BGA production; expansion of VISO 
      manufacturing facilities in China; the development of solar crucible 
      facilities in China and the Czech Republic; with many other projects
      currently being evaluated.

The Board believes that the strategy it has now adopted and the measures set out
above will protect the interests of all stakeholders and provide the best
opportunity to deliver shareholder value and achieve a greater degree of
operating and financing flexibility. The Board therefore believes that the
raising of £277.5 million through the Rights Issue is in the best interests of
Cookson and its Shareholders as a whole.

Principal terms of the Rights Issue

The Board proposes to raise approximately £277.5 million, net of expenses,
through the issue of up to 1,164,093,673 New Shares at a price of 25p per New
Share, payable in full on acceptance. The Issue Price of 25p per New Share
represents a discount of approximately 49.5 per cent. to the Closing Price of
49.5p on 18 July 2002 (being the latest practicable date prior to the
announcement of the Rights Issue).

The New Shares are expected to be provisionally allotted to Qualifying
Shareholders on the following basis:

                         8 New Shares for every 5 Existing Shares

held on the Record Date. Fractions of New Shares will not be allotted and
fractional entitlements will be rounded down to the nearest whole number of New
Shares.

The Rights Issue is conditional upon the passing of the Resolutions at the
Extraordinary General Meeting and on Admission taking place by not later than
8.00 am on 6 August 2002 (or such later time and/or date as the Company and the
Managers may agree). The Rights Issue will not be underwritten. Even if not all
the New Shares are taken up (whether by Qualifying Shareholders or otherwise),
those New Shares which have been taken up will be allotted.

As a result, there is a possibility that the Rights Issue will not be fully
subscribed. Shareholders who take up all or part of their entitlement should
therefore note that, in the event that the Rights Issue is not fully subscribed,
the benefits which the Company is seeking through the Rights Issue may be
reduced. Additionally in these circumstances, such Shareholders may have an
increased pro rata holding in the Enlarged Share Capital as a result of the
lesser number of shares issued.

Current trading and prospects

With regard to the near term prospects, the Board believes Cookson is well
positioned in its major markets. During the first half of 2002, the Group
witnessed an improving trend in activity with turnover for the second quarter of
2002 8 per cent. higher than the first quarter of 2002. Furthermore, the
rigorous action taken early in 2001 and which has continued into 2002, both to
align the Group's cost base with the reduced levels of demand being experienced
and to conserve cash, mitigated the impact on profitability of the downturn in
the Group's major markets.

Since the end of the first half of 2002, trading has been in line with the
Company's expectations. Although the timing of a sustained recovery in the
electronics industry remains unclear and activity in the third quarter is
traditionally quieter than in the second quarter, Cookson expects to be able to
leverage the benefits of its operational gearing to take advantage of an upturn
when it occurs.

Pro forma financial position

As at 30 June 2002, the Group had net assets of £574.9 million and net debt of
£749.1 million. After adjusting for the net proceeds of the Rights Issue of
£277.5 million (net of expenses), the pro forma net assets as at 30 June 2002
would be £852.4 million and pro forma net debt would be £471.6 million.

Dividend policy

The total dividend for the year ended 31 December 2000 was £72 million. For the
year ended 31 December 2001, only an interim dividend amounting to £32 million
was paid. In late 2001, the Board reviewed Cookson's near term dividend policy
in conjunction with the finalisation of the £450 million syndicated bank
facility and, as a consequence, it was agreed that no cash dividend would be
paid in 2002 or until certain financial targets had been achieved.

Once Cookson is achieving a level of sustained profitability, the Board will
consider resuming the payment of dividends at a level which would then reflect
the Group's financial performance and prospects.

Share capital reorganisation

The current nominal value of 50p of each Existing Share exceeds the proposed
Issue Price of 25p of each New Share. As a matter of company law, it is not
possible for the Company to issue shares at less than their nominal value and
therefore, in order to effect the Rights Issue, it is proposed to subdivide and
convert each existing ordinary share of 50p into one new ordinary share of 1p (a
'Reorganised Ordinary Share') and one deferred share of 49p (a 'Deferred
Share'). This will result in 727,558,546 Reorganised Ordinary Shares and
727,558,546 Deferred Shares being in issue immediately following the Share
Capital Reorganisation. The Board believes, whether or not the Rights Issue
proceeds, that this Share Capital Reorganisation will give the Company greater
flexibility than it currently has to optimise its share capital structure in the
future. Subject to Shareholders approving the necessary resolution, the Share
Capital Reorganisation will take place whether or not the Rights Issue proceeds.

Each Reorganised Ordinary Share will have the same rights (including voting and
dividend rights and rights on a return of capital) as each Existing Share prior
to the Share Capital Reorganisation. The rights attaching to the Deferred
Shares, which will not be listed, will render them effectively worthless and it
is intended that they will be cancelled and an appropriate reserve created in
due course. The Share Capital Reorganisation will not affect the Company's or
the Group's net assets.

Extraordinary General Meeting

An EGM is to be held at Linklaters, One Silk Street, London EC2Y 8HQ at 11am on
5 August 2002, at which the Resolutions necessary to implement the Share Capital
Reorganisation and Rights Issue will be proposed. A Prospectus is expected to be
posted today to Qualifying Shareholders setting out the Resolutions to be
proposed at the EGM and further details of the Rights Issue.

Subject to the Resolutions being passed at the EGM, Qualifying Shareholders,
will, subject to certain exceptions, on or around 6 August 2002, be sent a
Provisional Allotment Letter or will have their CREST account credited in
respect of their Nil Paid Rights, to which they are entitled.

Shareholders' expressions of intention

Certain shareholders holding approximately 260 million Existing Shares
representing approximately 36 per cent. of the existing ordinary share capital
of the Company have confirmed, in writing, to the Company, their current
intention to vote in favour of the Resolutions and take up their full pro rata
entitlements under the Rights Issue.

Directors' Intentions

The Directors have irrevocably undertaken to take up an aggregate of 1,321,296
New Shares which represent the Directors' full beneficial entitlement under the
Rights Issue. The Directors intend to vote in favour of the Resolutions in
respect of their holdings, amounting, in aggregate, to 825,810 Existing Shares,
representing approximately 0.114 per cent. of the existing issued ordinary share
capital of the Company.

Further Information

ENQUIRIES:

Cookson plc                                          Tel: [phone]
Sir Bryan Nicholson, Chairman
Stephen Howard, Group Chief Executive
Dennis Millard, Group Finance Director

Lazard                                               Tel: [phone]
Marcus Agius
Paul Gismondi
Jonathan Dawson

Cazenove                                             Tel: [phone]
Julian Cazalet
Edmund Byers
Arthur Drysdale

Merrill Lynch                                        Tel: [phone]
Stephen Robinson
John Plaxton
Rupert Hume-Kendall

Media enquiries: Citigate Dewe Rogerson              Tel: [phone]
Jonathan Clare
Martin Jackson

Lazard is acting as sponsor, joint financial adviser and co-lead manager, and
Cazenove and Merrill Lynch are acting as joint financial advisers, joint lead
managers and joint brokers 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 and Merrill Lynch, respectively, nor for giving advice in
relation to the Share Capital Reorganisation and the Rights Issue or any other
matter referred to in this announcement.

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.

This press announcement has been issued by Cookson and is the sole
responsibility of Cookson. It has been approved solely for the purposes of
section 21 of the Financial Services and Markets Act 2000 by Lazard of 21
Moorfields, London EC2P 2HT, Cazenove of 12 Tokenhouse Yard, London EC2R 7AN and
Merrill Lynch of 2 King Edward Street, London EC1A 1HQ.

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 financial adviser.

Certain statements made in this announcement are forward-looking statements.
Such statements are based on current expectations and, by their nature, are
subject to a number of risks and uncertainties that could cause actual results
and performance to differ materially from any expected future results or
performance, expressed or implied by the forward-looking statement. The
information and opinions contained in this announcement are subject to change
without notice and Cookson assumes no responsibility or obligation to update
publicly or revise any of the forward-looking statements contained herein.



APPENDIX 1

Cookson Group plc

PROPOSED RECAPITALISATION BY WAY OF A RIGHTS ISSUE

Expected Timetable of Principal Events

Record Date for the Rights Issue                                                         close of business on 1 August

Latest time and date for receipt of Forms of Proxy                                              by 11.00am on 3 August

Extraordinary General Meeting                                                                      11.00am on 5 August

Provisional Allotment Letters to be despatched                                                                5 August

Record Date for the Share Capital Reorganisation                                         close of business on 5 August

Share Capital Reorganisation to be completed                                                        7.00am on 6 August

Nil Paid Rights and Fully Paid Rights enabled in CREST                         As soon as practicable after 8.00 am on
                                                                                                              6 August

Dealings in Reorganised Ordinary Shares and New Shares, nil paid expected to                        8.00am on 6 August
commence on the London Stock Exchange

Recommended last time for requesting withdrawal of Nil Paid Rights from CREST                      4.30pm on 21 August

Latest time for depositing renounced Provisional Allotment Letters, nil paid,                      3.00pm on 22 August
into CREST or for dematerialising Nil Paid Rights into a CREST stock account

Latest time and date for splitting Provisional Allotment Letters                                   3.00pm on 23 August

Latest time and date for acceptance, payment in full and registration of                           9.30am on 28 August
renunciation of Provisional Allotment Letters

New Shares to be credited to CREST stock accounts                                                            29 August

Definitive share certificates expected to be despatched for both Reorganised                            by 6 September
Ordinary Shares and New Shares






Appendix 2

Definitions

'Admission'                                       the admission of the Reorganised Ordinary Shares and the New
                                                  Shares, nil paid, to the Official List becoming effective and
                                                  the admission of the Reorganised Ordinary Shares and the New
                                                  Shares, nil paid, to trading on the London Stock Exchange's
                                                  market for listed securities having been granted by the London
                                                  Stock Exchange

'Australia'                                       the Commonwealth of Australia, its territories and possessions

'Board' or 'Board of Cookson'                     the board of Directors or any authorised committee thereof

'Canada'                                          Canada, its provinces and territories and all areas subject to
                                                  its jurisdiction and any political subdivision thereof

'Cazenove'                                        Cazenove & Co. Ltd

'Closing Price'                                   the closing middle market quotation of an Existing Share as
                                                  published in the Daily Official List

'Company'                                         Cookson Group plc

'Cookson'                                         Cookson Group plc or any or all of its subsidiaries and
                                                  subsidiary undertakings, as the context requires

'Cookson Group' or 'the Group'                    Cookson together with its subsidiaries and subsidiary
                                                  undertakings

'Cookson Shareholders' or 'Shareholders'          holders of Ordinary Shares


'CREST'                                           the relevant system (as defined in the Regulations) in respect
                                                  of which CRESTCo is the operator (as defined in the Regulations)

'CRESTCo.'                                        CRESTCo. Limited, the operator of CREST

'Daily Official List'                             the London Stock Exchange Daily Official List

'Deferred Shares'                                 the deferred shares of 49p each in the Company resulting, along
                                                  with the Reorganised Ordinary Shares, from the subdivision and
                                                  conversion of the Existing Shares pursuant to the Share Capital
                                                  Reorganisation

'Directors'                                       the Directors of Cookson

'Excluded Territories'                            Australia, Canada, France, New Zealand, the Republic of Ireland,
                                                  the Republic of South Africa and the United States

'Existing Shares'                                 the fully paid ordinary shares of 50p each in the capital of
                                                  Cookson prior to the Share Capital Reorganisation

'Extraordinary General Meeting'                   the extraordinary general meeting of Cookson convened for 5
or 'EGM'                                          August 2002

'Form of Proxy'                                   the form of proxy relating to the Extraordinary General Meeting

'Fully Paid Rights'                               rights to acquire New Shares, fully paid

'Issue Price'                                     25p per New Share

'Lazard'                                          until and including 31 July 2002, Lazard Brothers & Co., Limited
                                                  and, after 31 July 2002, Lazard & Co., Limited in its capacity
                                                  as sponsor and joint financial adviser and/or Lazard Capital
                                                  Markets in its capacity as co lead-manager in each case, as the
                                                  context requires

'London Stock Exchange'                           London Stock Exchange plc

'Managers'                                        Lazard, Cazenove and Merrill Lynch

'Merrill Lynch'                                   Merrill Lynch International

'New Shares' or 'New Cookson Shares'              new ordinary shares of 1p each of the Company proposed to be
                                                  issued pursuant to the Rights Issue

'Nil Paid Rights'                                 New Shares in nil paid form provisionally allotted to Qualifying
                                                  Shareholders pursuant to the Rights Issue

'Ordinary Shares'                                 ordinary shares of 50p each of the Company prior to the Share
                                                  Capital Reorganisation and ordinary shares of 1p each of the
                                                  Company following the Share Capital Reorganisation

'Prospectus'                                      the prospectus relating to the proposed Rights Issue

'Provisional Allotment Letter'                    the renounceable provisional allotment letter to be despatched,
                                                  subject to the passing of the Resolutions at the Extraordinary
                                                  General Meeting, to Qualifying non-CREST Shareholders (other
                                                  than those, subject to certain exceptions, with registered
                                                  addresses in the Excluded Territories) by the Company in respect
                                                  of the New Shares provisionally allotted to them pursuant to the
                                                  Rights Issue

'Qualifying non-CREST Shareholders'               Qualifying Shareholders whose Existing Shares on the register of
                                                  members of the Company at the close of business on the Record
                                                  Date are in certificated form

'Qualifying Shareholders'                         holders of Existing Shares on the register of members of the
                                                  Company on the Record Date

'Record Date'                                     the close of business on 1 August 2002

'Regulations'                                     the Uncertificated Securities Regulations 2001 (SI3755)

'Reorganised Ordinary Shares'                     the ordinary shares of 1p each in the Company resulting, along
                                                  with the Deferred Shares, from the subdivision and conversion of
                                                  the Existing Shares pursuant to the Share Capital Reorganisation

'Resolutions'                                     the resolutions to be proposed at the EGM on 5 August 2002

'Rights Issue'                                    the proposed offer by way of rights of the New Shares on the
                                                  terms and subject to the conditions set out or referred to in
                                                  the Prospectus and, in the case of Qualifying non-CREST
                                                  Shareholders only, in the Provisional Allotment Letter

'Securities Act'                                  the US Securities Act of 1933, as amended

'Share Capital Reorganisation'                    the proposed reorganisation of the Company's share capital

'stock account'                                   an account within a member account in CREST to which a holding
                                                  of a particular share or other security in CREST is credited

'UK' or ' United Kingdom'                         the United Kingdom of Great Britain and Northern Ireland

'uncertificated' or 'in uncertificated form'      a share recorded on the Company's share register as being held
                                                  in uncertificated form in CREST and title to which, by virtue of
                                                  the Regulations, may be transferred by means of CREST

'United States' or 'US'                           the United States of America, its territories and possessions,
                                                  any state of the United States and the District of Columbia





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