Shares disposal by US holders

Cookson Group PLC
05 December 2006

5 December 2006

                 Cookson Group plc ('Cookson' or the 'Company')
 Disposal by certain US-resident shareholders of their Cookson ordinary shares

On 21 February 2006, Cookson filed a Form 15 with the US Securities and Exchange
Commission ('SEC') to terminate the SEC registration of its ordinary shares.
SEC deregistration occurred 90 days after this date.

Under the applicable SEC regulations, the number of Cookson's US-resident
shareholders, whether held directly or through nominees, had to be less than 300
in order for Cookson to qualify for deregistration.  At an Extraordinary General
Meeting held on 12 January 2006, Cookson's shareholders approved amendments to
Cookson's Articles of Association that gave Cookson's Board the ability to limit
the number of US-resident shareholders.  The amended Articles allow Cookson's
Board to require US-resident shareholders, whether held directly or through
nominees, to sell their shares.  Prior to filing for deregistration, Cookson's
Board exercised these provisions in respect of a number of US-resident
shareholders in order to decrease their total number to below 300.

Under the presently applicable SEC regulations, the number of Cookson's
US-resident shareholders must remain below 300 at each fiscal year-end to avoid
re-commencement of SEC reporting and other applicable US obligations.  On 21
February 2006 Cookson announced that, pursuant to the amended Articles,
Cookson's Board may, from time to time, continue to require US-resident
shareholders (whether holding ordinary shares directly or through nominees) to
sell their shares in order to be satisfied that their number is less than 300 at
each fiscal year-end.  Cookson announces that its Board is now exercising these
provisions again in respect of a number of US-resident shareholders for this
purpose.  Subject to legal, fiduciary and regulatory requirements and costs, the
Board will take account of the relative size of the holdings of US-resident
shareholders and apply these provisions first to those US-resident shareholders
with the smallest holdings of ordinary shares.

On 23 December 2005, the SEC published a proposal that introduced new criteria
to make it easier for non-US companies to deregister and remain deregistered
from the SEC.  At this time the criteria continue to remain in proposal form
only and the SEC has announced that on 13 December 2006 it will hold an open
meeting to consider, among other things, recommendations regarding them.  It is
not clear when and in what form the SEC will finalise any such criteria. Cookson
will keep the position under review and in the meantime continues to comply with
all existing regulations to ensure that it remains deregistered from the SEC.



Enquiries:

Cookson Group plc                              Tel: [phone]
Richard Malthouse, Group Secretary             www.cooksongroup.co.uk




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