Director Shareholding

Cookson Group PLC 4 June 2001 SCHEDULE 11 NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS 1) Name of company COOKSON GROUP PLC 2) Name of director RICHARD HAYTHORNTHWAITE 3) Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 or in respect of a non-beneficial interest DIRECTOR NAMED IN 2 ABOVE 4) Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified) DIRECTOR NAMED IN 2 ABOVE 5) Please state whether notification relates to a person(s) connected with the Director named in 2 above and identify the connected person(s) N/A 6) Please state the nature of the transaction. For PEP transactions please indicate whether general/single co PEP and if discretionary/non discretionary ACQUISITION OF ORDINARY SHARES OF 50 PENCE EACH IN COOKSON GROUP PLC UNDER A MANDATED INSTRUCTION FOR THE COMPANY'S DIVIDEND REINVESTMENT PLAN FOLLOWING PAYMENT OF THE 2000 FINAL DIVIDEND OF 5.5 PENCE PER ORDINARY SHARE. 7) Number of shares/amount of stock acquired 344 8) Percentage of issued class LESS THAN 0.01% 9) Number of shares/amount of stock disposed N/A 10) Percentage of issued class N/A 11) Class of security ORDINARY SHARES OF 50 PENCE EACH 12) Price per share 172.09 PENCE PER SHARE 13) Date of transaction 1 JUNE 2001 14) Date company informed 1 JUNE 2001 15) Total holding following this notification 11,219 16) Total percentage holding of issued class following this notification LESS THAN 0.01% If a director has been granted options by the company please complete the following boxes 17) Date of grant 18) Period during which or date on which exercisable 19) Total amount paid (if any) for grant of the option 20) Description of shares or debentures involved: class, number 21) Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise 22) Total number of shares or debentures over which options held following this notification 23) Any additional information 24) Name of contact and telephone number for queries BEN MATHEWS, DEPUTY SECRETARY, COOKSON GROUP PLC - 020 7766 4537 25) Name and signature of authorised company official responsible for making this notification BEN MATHEWS, DEPUTY SECRETARY, COOKSON GROUP PLC Date of Notification..................................4 JUNE 2001

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