ADR

As part of the process of terminating Cookson's SEC registration, Cookson’s sponsored American Depository Receipt ‘ADR’ programme for its shares was terminated on 19 October 2005. The ADRs ceased being quoted on the US over-the-counter Bulletin Board around the same time as a result.

ADR holders were given the option of surrendering their ADRs in exchange for the underlying Cookson shares so that they could continue holding Cookson’s stock on the main register. The underlying shares of any ADRs not exchanged were then sold in accordance with the terms of the Deposit Agreement. The holders of the ADRs were notified of the sale of their shares and provided with details of the process for claiming their share proceeds.

We have recently become aware that a US bank has set up a new unsponsored ADR programme in respect of Cookson's shares. These ADRs are not issued or sponsored by Cookson and any questions related to the ADRs should be directed to the relevant issuing bank.

Further general information about ADRs appears below:

What is an ADR? 　

An ADR is an American Depositary Receipt issued by a US depositary bank, representing shares of a non-US company held by the bank. One ADR may represent one or more underlying shares.

Who are the issuers of Cookson's ADRs?

Cookson's original sponsored ADR programme was set up by Citibank. We understand that Bank of New York Mellon has registered to operate a new ADR programme for Cookson's shares. This new programme is not sponsored by Cookson.

What is an "unsponsored" ADR?

Cookson has not sponsored the new Bank of New York Mellon ADR programme and as such we have no contractual relationship with the issuer of the ADRs and no control over or involvement with the terms of the ADR issue.

Who do I contact regarding the ADRs I held in the old Citibank sponsored ADR programme?

Any ADR holders who did not transfer their holding to Cookson’s main register and who have not received the proceeds from the compulsory sale of the underlying shares in their ADRs should contact the programme sponsor, Citibank. Citibank’s ADR shareholder services can be contacted toll free in the US on 1-877-248-4237 (1-877-CITI-ADR).

For enquiries relating to Cookson’s closed American Depositary Receipt Programme, please contact:

Citibank N.A,

Shareholder Actions

PO Box 43035

Providence, RI 02940 - 3035

USA

Telephone helpline in the USA

1-877 248 4237

Do Cookson's Articles of Association still contain provisions which allow the Company to limit the number of US shareholders? 　

Yes, residents in the United States should be aware that, 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 directors the ability to limit the number of US residents holding Ordinary Shares in Cookson. This was part of a planned process aimed at enabling the Company to terminate its registration with the US Securities and Exchange Commission (the "SEC"). Cookson exercised these provisions in 2006 and was then able to file a Form 15 with the SEC on 21 February 2006, to terminate the SEC registration of its ordinary shares. SEC deregistration occurred 90 days after this date.

Since this time the SEC has adopted new rules making it easier for non-US companies to deregister and remain deregistered from the SEC. Under the present rules, the availability of the relevant exemption from the SEC's registration requirements is not solely dependant on a company's ability to contain the number of US resident shareholders at less than 300. The Company however has not changed its Articles of Association since the amendment of the SEC's rules and does not have any current intention to do so.