Director Shareholding

Cookson Group PLC
29 August 2002


29 August 2002

                               COOKSON GROUP PLC

                     NOTIFICATION OF INTERESTS OF DIRECTORS


    Pursuant to section 324 of the Companies Act 1985 (the 'Act'), each of the
    Directors of Cookson Group plc (the 'Company'), has become interested, as a
    result of taking up his or her rights to new ordinary shares of 1 pence each
    ('Cookson Shares'), under the Rights Issue of the Company announced on 19
    July 2002 (the 'Rights Issue'), in the number of additional shares set out
    below opposite his/her name:

Director                    No. of Cookson Shares              Total Holding of 
                                                                 Cookson Shares

Anthony Alexander                         192,000                       312,000
Gian Carlo Cozzani                         97,248                       158,028
June de Moller                             28,000                        45,500
Richard Haythornthwaite                    89,950                       146,169
Stephen Howard                            377,831                       613,976
Dennis Millard                            246,153                       399,999
Sir Bryan Nicholson                       432,000                       702,000
Barry Perry                                16,000                        26,000
Raymond Sharpe                            294,595                       478,717


    As a result of taking up its rights, Cookson Investments (Jersey) Limited as
    Trustee of the Cookson Group Employee Share Ownership Plan ('ESOP') became
    interested in an additional 7,179,267 Cookson Shares, bringing its total
    holding to 11,666,309.

    Messrs Cozzani, Howard, Millard and Sharpe are employees of the Company and
    each have an interest as potential beneficiaries in the Cookson Shares held
    by the Trustee of the ESOP.

    The price paid by each Director and by Cookson Investments (Jersey) Limited
    for the Cookson Shares pursuant to the Rights Issue was 25 pence per share.


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