Issue of Equity

Bodycote International PLC
09 March 2004

Embargoed for release at 7.00 a.m.

9 March 2004



 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
  INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE
           REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN



                           Bodycote International plc



             1 for 4 Rights Issue of 64,157,581 New Ordinary Shares

                 at 100 pence per share to raise £64.2 million





•    1 for 4 Rights Issue at 100p to raise approximately £64.2 million

•    Fully underwritten by Dresdner Bank AG

•    The Rights Issue will strengthen the Group's balance sheet and provide the
     Group with additional financial flexibility



Bodycote is also today announcing its audited preliminary results for the year
ended 31 December 2003



James Wallace, Chairman, said:



'In summary, the Rights Issue will give the Group a capital structure
appropriate for the inherent operational gearing within the business.  This,
together with the receipt of the proceeds from the sale of Wet Coatings, will
enable the Group to optimise its outsourcing opportunities and make considered,
bolt-on acquisitions.



Without the Rights Issue, the Group would be inhibited in its ability to exploit
the opportunities available.'



Bodycote will be holding a presentation to analysts at Financial Dynamics,
Holborn Gate, 26 Southampton Buildings, London, WC2A 1PB which will start at
9.00 a.m. today. A prospectus will also be sent to shareholders today.



Enquiries:


Bodycote International plc                      Today       Tel: [phone]
James Wallace, Chairman                         Thereafter  Tel:[phone]
John D. Hubbard, Chief Executive
David Landless, Group Finance Director

Dresdner Kleinwort Wasserstein Limited                      Tel: [phone]
Chris Treneman
Christopher Baird

Financial Dynamics                                          Tel: [phone]
Jon Simmons





This summary should be read in conjunction with the full text of the following
announcement.

Appendix I sets out the expected timetable of principal events.

Appendix II sets out the investment considerations to be considered carefully by
Shareholders.



Appendix III sets out the terms and conditions of the sub-underwriting of the
Rights Issue.



Appendix IV sets out definitions of terms used in this announcement.

This announcement shall not constitute or form any part of any offer or
invitation to subscribe for, 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 Ordinary Shares (the 'Securities'). Any purchase of, or application for
the Securities in the Rights Issue should only be made on the basis of
information contained in the Prospectus and any supplement thereto.

The Securities have not been and will not be registered under the United States
Securities Act of 1933, as amended, or under the laws of any State in 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 Ordinary Shares been lodged with or registered by the Australian
Securities and Investments Commission. Accordingly, subject to certain
exemptions, 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 Securities in the United States or any other Excluded
Territory.

The Prospectus relating to the Rights Issue will be published today and a copy
will be delivered to the Registrar of Companies in England and Wales for
registration in accordance with Section 83 of FSMA. Copies of the Prospectus may
be obtained from or inspected at the offices of Eversheds, Senator House, 85
Queen Victoria Street, London EC4V 4JL and the registered office of the Company.

This announcement has been issued by Bodycote International plc and is the sole
responsibility of Bodycote International plc. It has been approved solely for
the purposes of section 21 of FSMA by Dresdner Kleinwort Wasserstein Limited of
PO Box 560, 20 Fenchurch Street, London EC3P 3DB.

Dresdner Kleinwort Wasserstein Limited and Dresdner Kleinwort Wasserstein
Securities Limited, which are authorised and regulated by the Financial Services
Authority, are acting for Bodycote International plc in connection with the
matters referred to in this announcement and are not acting for any person other
than Bodycote International plc and will not be responsible for any person other
than Bodycote International plc for providing the protections afforded to
customers of Dresdner Kleinwort Wasserstein Limited and Dresdner Kleinwort
Wasserstein Securities Limited or for providing advice to any person in
connection with the Rights Issue or any other matters referred to in this
announcement.


Persons needing advice should consult an independent financial adviser. Certain
statements made in this announcement are forward-looking statements. These
forward-looking statements speak only as at the date of this announcement. 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
Bodycote International assumes no responsibility or obligation to update
publicly or review any of the forward-looking statements contained herein.






 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
  INDIRECTLY, IN OR INTO THE UNITED STATES OR AMERICA, CANADA, AUSTRALIA, THE
           REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN



9 March 2004



             Bodycote International plc ('Bodycote' or the 'Group')



             1 for 4 Rights Issue of 64,157,581 New Ordinary Shares

                 at 100 pence per share to raise £64.2 million



Introduction



The Board of Bodycote announces it is raising approximately £61.9 million, net
of expenses, by the issue of approximately 64.2 million New Ordinary Shares at a
price of 100 pence per share. The Board also announced today its preliminary
results for the year ended 31 December 2003.



The capital raising is by way of a rights issue to Qualifying Shareholders
(other than certain Overseas Shareholders) on the basis of 1 New Ordinary Share
for every 4 Bodycote Shares held at the close of business on 5 March 2004. The
Rights Issue has been fully underwritten by Dresdner Bank AG.



The issue price of 100 pence represents a discount of 34 per cent. to the middle
market closing price of 152 pence per share on 8 March 2004, the last business
day prior to the announcement of the Rights Issue.



Background



Since John Hubbard's appointment as Chief Executive in January 2002, the Group's
key objectives have been to improve cash flow and to increase return on capital.
These remain the Group's overriding priorities. To meet these objectives the
Group has implemented important programmes to significantly enhance management
cohesion, standardise reporting procedures and instil a discipline based on
relevant key performance indicators.



The Group has also had to contend with the two most difficult years in
Bodycote's recent trading history, notably a reduction in demand in Bodycote's
traditionally higher margin core markets (aerospace and power generation) whilst
completing the integration of the Lindberg, HIT and Brukens. To meet these
challenges, Bodycote has rationalised facility capacity and reduced headcount,
achieving over £15 million annualised savings in the cost base. Capital
expenditure has also been reduced, from £63 million in 2001 to £38 million in
2003, and now represents 0.8 times depreciation for 2003. Against this
background, the Group ended the 2003 financial year with net debt of £210.3
million (2002: £234.2 million) after generating pre dividend free cash flow of
£30.3 million (2002: £22.0 million).



Following the strategic review announced in December 2003, the Board has now
decided to dispose of the Wet Coatings division. This division was established
in the late 1990s through a series of acquisitions in the belief that it would
be synergistic with Bodycote's core Heat Treatment operations. The anticipated
synergies have not materialised.



In 2003, Wet Coatings sales were £38.0 million (2002: £36.1 million) and the
division made an operating loss of £6.0 million (2002 loss: £3.8 million). In
the past two years the division also absorbed approximately £10 million of
capital. The charge to the Group's profit and loss account for the disposal of
Wet Coatings is estimated to be £35 million. Of this amount, approximately £30
million relates to the write down of fixed assets (£19 million) and goodwill
(£11 million) and has been charged as an exceptional item in the accounts for
the year ended 31 December 2003. The remaining £5 million relates to expected
cash payments in respect of the related closure costs, which will be charged as
an exceptional item in the year ended 31 December 2004.



This disposal will free up cash and management resource that will be better
deployed elsewhere in the Group's core activities. It will be earnings enhancing
and will improve the return on capital employed but will reduce shareholders'
funds by £35 million and increase gearing (net debt as a percentage of
shareholders' funds) to a level which the Board believes to be too high.



The Group will retain the Specialty Coatings operations, whose processes are
synergistic with those of the Group's Heat Treatment division, and these will in
the future be reported as part of that division. In 2003 these operations
generated revenue of £18.7 million (2002: £16.3 million) and an operating profit
of £2.7 million (2002: £2.6 million).



Having taken these decisions and with the rationalisation programme now in
place, the Board considers that the Group is well placed to improve its return
on capital employed.



Reasons for the Rights Issue and use of proceeds



The Board believes that, given the Group's high level of operational gearing, it
needs to strengthen the capital base. The proceeds of the Rights Issue will
initially be used to reduce net indebtedness and provide the Group with the
ability to make a smooth exit from Wet Coatings within an acceptable timeframe.



The strengthening of the Group's balance sheet, together with the proceeds from
the sale of the Wet Coatings division will give the Group greater financial
flexibility to pursue outsourcing opportunities as they arise and also make
Bodycote a more attractive outsourcing partner. Many of the outsourcing
opportunities are strategic partnerships with larger multinational manufacturers
who require strategic partners to be financially strong and clearly capable of
sustaining a long term relationship. In 2003, the Group secured approximately
£20 million of additional annual revenue through this programme.



The Board will also look to consolidate further Bodycote's position as global
leader in commercial heat treatment services through small, complementary
acquisitions that generate good returns on capital in the highly fragmented
European (West and East) and North American markets and considered expansion in
areas of lower cost production. The Far East and South America remain long-term
target locations for Bodycote's operations, but the Board considers it will take
time for these markets to become attractive.



Materials Testing has an excellent financial performance record and in the year
just ended has again demonstrated its ability to manage a growing business in
variable market conditions. The Board intends to capitalise on the opportunities
for geographical and sector expansion within this part of the Group through
bolt-on acquisitions. In addition, organic growth will continue to be pursued
through partnerships with major global manufacturers, research organisations and
national standards authorities.



In summary, the Rights Issue will give the Group a capital structure more
appropriate for the inherent operational gearing within the business. This,
together with the receipt of the proceeds from the sale of Wet Coatings, will
enable the Group to optimise its outsourcing opportunities and make considered,
bolt-on acquisitions. Strict investment criteria will continue to be applied to
all business opportunities as they arise to ensure investments are value
enhancing to the Group.



Without the rights issue, the Group would be inhibited in its ability to exploit
the opportunities available.



Current Trading and Prospects



The results for the first two months of the year are in line with management's
expectations. With the operational improvements that have already been
implemented and the actions we are taking on Wet Coatings, the Directors are
confident in the financial and trading prospects for the Group for the year
ended 31 December 2004.



Looking further ahead the Group is poised to move forward as market demand
recovers. Bodycote has capable people, productive facilities and the systems to
deliver exceptional quality and service. The Group will continue to focus on
higher value added work, gaining further market share and winning new
outsourcing contracts. The Group's medium term strategy is to deliver a pre-tax
return on capital in the mid teens.



Principal Terms of the Rights Issue



The Rights Issue will raise approximately £61.9 million, net of expenses.



The New Ordinary Shares are being offered by way of rights to Qualifying
Shareholders (other than certain Overseas Shareholders) on the following basis:



     1 New Ordinary Share at 100 pence for every 4 Existing Ordinary Shares



held and registered in their name at the Record Date. Entitlements to fractions
of New Ordinary Shares will be rounded down to the nearest whole number of New
Ordinary Shares and will not be allotted to Qualifying Shareholders.
Accordingly, Shareholders with fewer than 4 Ordinary Shares will not be entitled
to subscribe for any New Ordinary Shares.  Fractional entitlements will be
aggregated, allotted and sold for the benefit of the Company as soon as
practicable after dealings for the New Ordinary Shares commence, if they can be
sold, nil paid, at a price at least equal to the cost of sale.



The latest time and date for acceptance and payment in full under the Rights
Issue is 9.30 a.m. on 31 March 2004.



Based on the closing middle-market price of 152 pence per Ordinary Share on 8
March 2004 (the last business day before the announcement of the Rights Issue)
and the proposed Issue Price of 100 pence for each New Ordinary Share, the
theoretical ex-rights price of each Ordinary Share (after adjusting for the
proposed 3.85 pence final dividend) is 138.5 pence.



A summary of the material terms of the Underwriting Agreement is set out in the
Prospectus.



The Rights Issue is conditional upon (i) Admission becoming effective by no
later than 8.00 a.m. on 10 March 2004 (or such later time and/or date as the
Underwriter and the Company may agree (being not later than 8.00 a.m. on 17
March 2004)), and (ii) the Underwriting Agreement otherwise having become
unconditional in all respects and not having been terminated in accordance with
its terms prior to Admission.



Admission is expected to become effective and dealings in the New Ordinary
Shares, nil paid, to commence on 10 March 2004.



The Rights Issue will result in the issue of 64,157,581 New Ordinary Shares
having a nominal value of 10 pence each (representing approximately 20.0 per
cent. of the issued share capital of Bodycote, as enlarged by the Rights Issue).
The New Ordinary Shares will, when issued and fully paid, rank equally in all
respects with the Existing Ordinary Shares save that they will not carry the
right to participate in the proposed final dividend of 3.85 pence per share for
the year ended 31 December 2003 to be paid to Shareholders on the register on 26
March 2004.



Information on Bodycote International plc



Bodycote is the world's leading commercial metallurgical services provider and
in future will comprise three principal divisions: Heat Treatment (including
Specialty Coatings), Materials Testing and Hot Isostatic Pressing ('HIP')
services. The majority of the engineering industry, which Bodycote targets for
providing services, satisfies its requirements for metallurgical services by
maintaining in-house processing capacity. Bodycote aims to provide a commercial,
outsourced alternative to that in-house provision by processing customer-owned
parts more economically and efficiently. Due to the need for rapid turnaround
and to minimise logistics costs, Bodycote locates its facilities in areas of
dense manufacturing activity and as at 31 December 2003, had 235 facilities in
22 countries. In most cases where Bodycote has entered into strategic
partnerships to provide customer focused facilities, utilisation is improved by
infilling capacity with work from other engineering firms in the area.



The Directors believe that quality and reliability of its services, at
competitive prices, are key selling points to Bodycote's customers. Almost all
facilities hold third party certifications such as ISO, NADCAP, AS, TS, QS and
numerous individual customer approvals. Bodycote continues to conduct
significant application development work through various 'Centres of Excellence'
within the Group with advances in technology being rolled out to other Bodycote
locations and their customers as commercial applications are developed. The
output of Bodycote's development efforts acts as a means of differentiation and
the Directors believe re-enforces Bodycote's position as an industry leader.



The expertise and knowledge base within the Group is vital to the ongoing
development of the Group. The Board recognises the importance of its staff in
providing 'best in class' service to customers and continues to focus on the
training, development and motivation of its people.



Summary financial information



In the year to 31 December 2003 Bodycote generated revenues of £448.4 million
(2002: £440.1 million), EBITDA of £87.4 million (2002: £92.4 million), an
operating profit (pre goodwill amortisation and exceptionals) of £41.7 million
(2002: £49.4 million), headline earnings per share of 9.7p (2002: 10.6p), a
dividend per ordinary share of 6.1p (2002: 6.1p) and a pre dividend free cash
inflow of £30.3 million (2002: £22.0 million). As at 31 December 2003, Bodycote
had net assets of £371.8 million (2002: £389.4 million) and net debt of £210.3
million (2002: £234.2 million).



Corporate Governance



Over the last two years Bodycote has been proactive in reviewing and
implementing changes to its board structure and governance procedures in
general. What has emerged is a structure appropriate for Bodycote and in keeping
with the spirit of the New Combined Code. The Board's focus is to concentrate on
adding economic value to the Group whilst continuing to be transparent and open
in its communication with shareholders and the investment community.



Overseas Shareholders



The attention of Qualifying Shareholders who have registered addresses outside
the United Kingdom or residents of countries other than the United Kingdom, is
drawn to wording included in the Prospectus to Shareholders.



Action to be taken



The procedure for acceptance and payment depends on whether, at the time at
which acceptance and payment is made, the Nil Paid Rights are in certificated
form (that is, are represented by a Provisional Allotment Letter) or are in
uncertificated form (that is, are in CREST). Details will also appear in the
Provisional Allotment Letters that are to be sent to Qualifying non-CREST
Shareholders.



Qualifying CREST Shareholders should note that they will receive no further
written communication from the Company and accordingly such shareholders should
retain the Prospectus throughout the period of the Rights Issue for, inter alia,
details of the action they should take. Qualifying CREST Shareholders who sell
or transfer all of their Nil Paid Rights should forward the Prospectus to the
purchaser or transferee, or to the stockbroker, bank manager or other agent
through whom the sale or transfer was effected, for transmission to the
purchaser or transferee.



Qualifying CREST Shareholders who are CREST sponsored members should refer to
their CREST sponsors regarding the action to be taken in connection with the
Prospectus and the Rights Issue.



If you are in any doubt as to what action you should take, you are recommended
to seek your own personal financial advice from your stockbroker, bank manger,
solicitor, accountant or other independent financial adviser authorised under
FSMA immediately.



Directors' intentions



All of the Directors, other than John Hubbard, have undertaken to take up their
full entitlements in respect of, in aggregate, 136,330 Existing Ordinary Shares.
John Hubbard has undertaken, in respect of his holding of 900,000 Existing
Ordinary Shares, to subscribe for such number of New Ordinary Shares as can be
funded by the net proceeds of the sale of the balance of his remaining
entitlement.



Prospectus

It is expected that the Prospectus, which will include full details of the
Rights Issue and further information on the Group, will be posted today,
accompanied, in the case of Qualifying non-CREST Shareholders, by the
Provisional Allotment Letter.


Provisional Allotment Letters will be personal to Qualifying non-CREST
Shareholders and may not be transferred except to satisfy bona fide market
claims.


Enquiries:


Bodycote International plc                             Today         Tel: [phone]
James Wallace, Chairman                                Thereafter    Tel:[phone]
John D. Hubbard, Chief Executive
David Landless, Group Finance Director


Dresdner Kleinwort Wasserstein Limited                               Tel: [phone]
Chris Treneman
Christopher Baird


Financial Dynamics                                                   Tel: [phone]
Jon Simmons



APPENDIX I

Expected timetable of principal events


                                                                                                              2004
Record date for entitlement to New Ordinary Shares                                                         5 March
Despatch of Provisional Allotment Letters (to Qualifying non-CREST Shareholders only)                      9 March
Nil Paid Rights credited to stock accounts in CREST (Qualifying CREST Shareholders           8.00 a.m. on 10 March
only)
Dealings in New Ordinary Shares commence, nil paid                                           8.00 a.m. on 10 March
Nil Paid Rights and Fully Paid Rights enabled in CREST                                as soon as practicable after
                                                                                             8.00 a.m. on 10 March
Recommended latest time for requesting withdrawal of Nil Paid Rights from CREST (i.e.        4.30 p.m. on 24 March
if your Nil Paid Rights are in CREST and you wish to convert them into certificated
form)
Latest time and date for depositing renounced Provisional Allotment Letters, nil             3.00 p.m. on 26 March
paid, into CREST or for dematerialising Nil Paid Rights into CREST stock accounts
Latest time and date for splitting Provisional Allotment Letters, nil paid                   3.00 p.m. on 29 March
Latest time and date for acceptance, payments in full and registration of                    9.30 a.m. on 31 March
renunciation of Provisional Allotment Letters
New Ordinary Shares credited to CREST stock accounts                                          8.00 a.m. on 1 April
Definitive certificates for New Ordinary Shares despatched                                              by 8 April


If you have any questions on the procedure for acceptance and payment, you
should contact Capita IRG, Corporate Actions, PO Box 166, 34 Beckenham Road,
Beckenham, Kent BR3 4TH or telephone the Shareholder Helpline on 0870 162 3100.



The times and dates set out above and mentioned throughout this announcement,
the Prospectus and the Provisional Allotment Letter may be adjusted by Bodycote
(with the consent of Dresdner Kleinwort Wasserstein) in which event details of
the new dates will be notified to the UK Listing Authority and the London Stock
Exchange and, where appropriate, to shareholders.



References in this announcement are to UK time, unless otherwise stated.







APPENDIX II



INVESTMENT CONSIDERATIONS



In addition to the other information set out in this announcement and the
Prospectus, the following investment considerations should be considered
carefully by Shareholders when deciding what action to take in relation to the
Rights Issue.



The business, financial condition or results of operations of the Group could be
materially adversely affected by any of these risks. The trading price of
Bodycote Ordinary Shares could decline due to these risks and investors might
lose all or part of their investment.



Bodycote operates a number of capital intensive businesses



Bodycote has a high fixed cost base, comprised of high value plant and
machinery. As a result, the Group incurs significant costs in relation to
maintenance of these assets along with a high depreciation charge. In addition
the long lead times to reduce or increase Group capacity may lead to periods of
over or under capacity utilisation as market conditions change.



Technological advances require that Bodycote's facilities and machinery require
updating from time to time. Bodycote aims to remain at the forefront of advances
in technology and will strategically invest in new machinery as and when
required. In addition, Bodycote aims to continue to encourage the switch by
manufacturers from in-house provision to the use of the commercial market for
metallurgical services. An increase in specific demand may lead to significant
capital expenditure.



Short lead times on order book



The Group has little visibility on its forward order book, making forecasting
difficult. The Group does however have excellent long term relationships with
its major customers and its network of strategically located facilities ensures
that Bodycote is the supplier of choice to these major manufacturers.



Bodycote's facilities are geographically dispersed



As at 31 December 2003, Bodycote had 235 facilities spread over 22 countries.
This has the following implications for Bodycote:

•              Bodycote undertakes work for many customers from a wide variety
               of markets. Market conditions can change dramatically in a short 
               period of time;

•              Bodycote's revenue streams are subject to movement in foreign
               exchange rates on a translation rather than transactional basis;

•              Bodycote is subject to different taxation rates and rules in its
               geographies and these may change leading to an impact on the 
               Group's financial performance;

•              Bodycote is exposed if the location of the customer's
               manufacturing moves; and

•              Management and reporting is decentralised.



Environmental



Some of the processes conducted by Bodycote include the treatment of metals
under high temperature and/or high pressure and/or the use of hazardous
substances. Whilst Bodycote facilities comply with industry standard regulations
and the Directors continue to seek that the Group achieves industry leading
standards (for example several facilities have obtained ISO 14001) above those
set by legislation/trade bodies, the processes or by-products used by Bodycote
are potentially capable of causing environmental damage. Save as set out in the
Prospectus to Shareholders, Bodycote is currently not aware that any of its
facilities are subject to material environmental litigation.



Bodycote has a small management team



Bodycote's senior management team includes some of the world's leading
commercial expertise in metallurgical services. Whilst this team has a
significant accumulated knowledge base in this industry, the senior management
team remains small and any loss of personnel may have a short term impact on the
Group.



Litigation



The Group is engaged in businesses which by their nature may become the subject
of litigation. Further details of litigation involving the Company is set out in
the Prospectus to Shareholders.





APPENDIX III



IMPORTANT INFORMATION FOR SUB-UNDERWRITERS ONLY


MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE SUB-UNDERWRITING OF
THE RIGHTS ISSUE. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
DIRECTED ONLY AT PERSONS SELECTED BY DRESDNER BANK AG, LONDON BRANCH ('DRESDNER
BANK AG') AND/OR DRESDNER KLEINWORT WASSERSTEIN SECURITIES LIMITED ('DrKWS') WHO
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE '
INVESTMENT PROFESSIONALS' WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS 2000 (FINANCIAL PROMOTION) ORDER 2001 (AS AMENDED) (THE '
ORDER'), ARE PERSONS FALLING WITHIN ARTICLE 49(2)(a) TO (d) ('HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.') OF THE ORDER OR TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO
AS 'RELEVANT PERSONS'). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS.





This announcement and the information contained herein are not for publication
or distribution, directly or indirectly, to persons in the United States,
Canada, Australia, Japan, the Republic of South Africa, the Republic of Ireland
or in any jurisdiction in which such publication or distribution is unlawful.





Unless otherwise defined in this Appendix, definitions used in this Appendix
shall have the same meanings set out in Appendix IV.



Terms and Conditions of the Sub-underwriting of the Rights Issue



If a Relevant Person chooses to participate in the sub-underwriting by Dresdner
Bank AG of the Rights Issue ('the Sub-underwriting') by making or accepting an
offer for a sub-underwriting participation (each such Relevant Person being
hereinafter referred to as a 'Sub-underwriter') it will be deemed to have read
and understood this Appendix in its entirety and to be making or accepting such
offer on the terms and conditions and to be providing the representations,
warranties and acknowledgements, contained in this Appendix. In particular, each
Sub-underwriter represents, warrants and acknowledges to Dresdner Bank AG for
itself and as agent for the Company that it:



1.         is outside the United States and will offer and sell the Securities
outside the United States in offshore transactions in accordance with Regulation
S of the Securities Act; or



2.         (i) is a qualified institutional buyer ('QIB') (as defined in Rule
144A of the US Securities Act of 1933, as amended (the 'US Securities Act') and
a U.S. broker dealer registered under the US Securities Act of 1934, as amended,
(ii) has duly executed a US investor representation letter in the form provided
to it (or otherwise agreed) and has delivered the same to Dresdner Kleinwort
Wasserstein Securities LLC or the Company, and (iii) will offer and sell the New
Ordinary Shares in the United States only to other QIBs and in accordance with
the exemption from registration under the Securities Act provided by Rule 144A
of the Securities Act.



The New Ordinary Shares referred to in this announcement have not been and will
not be registered under the US Securities Act, and may not be offered or sold
within the United States absent registration or an exemption from registration.



The New Ordinary Shares have not been recommended, approved or disapproved by
any United States federal or state securities commission or regulatory
authority. Furthermore, the foregoing authorities have not confirmed the
accuracy or determined the adequacy of the Circular or this announcement. Any
representation to the contrary is a criminal offence in the United States.



This announcement and Appendix do not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for New Ordinary Shares in any
jurisdiction including, without limitation, the United Kingdom, the United
States, Canada, Australia, Japan, the Republic of South Africa or the Republic
of Ireland. The distribution of this announcement and the Sub-underwriting and
issue of the New Ordinary Shares in certain jurisdictions may be restricted by
law. Persons to whose attention this announcement has been drawn are required by
the Company, DrKWS and Dresdner Bank AG to inform themselves about and to
observe any such restrictions.



Details of the Underwriting Agreement and the New Ordinary Shares



The Company has entered into an Underwriting Agreement with Dresdner Bank AG
under which DrKWS will, as an affiliate of Dresdner Bank AG and as agent of the
Company, procure subscribers to subscribe on the terms and subject to the
conditions set out therein for any of the New Ordinary Shares not taken up by
the existing shareholders pursuant to the Rights Issue (the 'Rump'). To the
extent that DrKWS does not procure subscribers for the totality of the Rump,
Dresdner Bank AG and/or the Sub-underwriters (as the case may be) shall
subscribe as principal for the balance of any such shares (the 'Stick') at the
Rights Issue Price.



The Stick, if any, shall be allocated by Dresdner Bank AG to the
Sub-underwriters, subject to the terms set out below.



The New Ordinary Shares will, when issued and fully paid, rank pari passu in all
respects with the existing Ordinary Shares of the Company save that they will
not include the right to receive the final dividend of 3.85 pence per share
payable in respect of the year ended 31 December 2003.



Application for Listing and Admission to Trading



Application has been made to the UKLA for admission of the New Ordinary Shares
to the Official List of the UKLA (the 'Official List') and to the London Stock
Exchange for admission to trading of the New Ordinary Shares on the London Stock
Exchange's market for listed securities. It is expected that Admission will take
place at 8.00am on 10 March 2004.



Principal Terms of the Sub-underwriting



This Appendix gives details of the terms and conditions of, and the mechanics of
participation in, the Sub-underwriting.



1.       Dresdner Bank AG will arrange the Sub-underwriting and participation
will only be available to persons invited to participate by Dresdner Bank AG.



2.       The price payable per New Ordinary Share shall be the Rights Issue
Price.



3.       A Sub-underwriter's commitment to sub-underwrite and subscribe for a
fixed number of New Ordinary Shares will be agreed with and confirmed to it
orally (the 'Sub-underwriting Commitment') and a written confirmation (a '
Confirmed Commitment Letter') will be dispatched as soon as possible thereafter.
The oral confirmation to the Sub-underwriter by DrKWS (as an affiliate of
Dresdner Bank AG) (the 'Oral Confirmation') constitutes an irrevocable, legally
binding contractual commitment to Dresdner Bank AG (as agent for the Company) to
sub-underwrite a fixed number of New Ordinary Shares allocated to it on the
terms and conditions set out in this Appendix (the 'Contract'). The Oral
Confirmation will also include details of any commissions payable to the
Sub-underwriters in respect of their Sub-underwriting commitments (details of
which will also be included in the Confirmed Commitment Letter). A Form of
Confirmation will be included with each Confirmed Commitment Letter and this
should be completed and returned to Simon Green at DrKWS by fax by 3.00 p.m. on
11 March 2004. In the event that the conditions set out in the Underwriting
Agreement are not satisfied in accordance with their terms or waived, or if
Dresdner Bank AG exercises its right to terminate the Underwriting Agreement in
accordance with its terms (see further below Rights of Termination), the
sub-underwriting commissions will be adjusted in accordance with the terms
notified to Sub-underwriters in the Oral Confirmation and set out in the
Confirmed Commitment Letter. In the event that the Underwriting Agreement is
terminated due to force majeure at any time before Admission, no
sub-underwriting commissions will be payable (see further below under Rights of
Termination).



4.       On the basis that Provisional Allotment Letters are posted to
Qualifying non-CREST Shareholders on 9 March 2004 and Nil Paid Rights in respect
of New Ordinary Shares are credited to accounts maintained by Qualifying CREST
Shareholders within the CREST System with effect from 10 March 2004, any New
Ordinary Shares allotted pursuant to the Rights Issue, to the extent not taken
up or treated as taken up under the terms of the Rights Issue by 9.30 a.m. on 31
March 2004 will be deemed to have been declined and the provisional allotments
in respect of such shares will lapse. DrKWS will, as an affiliate of Dresdner
Bank AG and as agent for the Company, seek to procure subscribers for such New
Ordinary Shares not later than 3.00 p.m. on 2 April 2004, if placees can be
found to acquire such shares for a consideration at least equal to the Rights
Issue Price and the expenses of such placing. Sub-underwriters will be called
upon to subscribe for some or all (as the case may be) of such New Ordinary
Shares only if placees for any of such New Ordinary Shares cannot be (or, in the
opinion of DrKWS and/or Dresdner Bank AG, would not be able to be) procured on
such basis. Any allocation to Sub-underwriters will be notified as soon as
possible thereafter but, on the basis set out above, not later than the close of
business on 2 April 2004, for settlement in cleared funds by 11.00 am on 6 April
2004 or by the Sub-underwriter ensuring that its CREST account enables delivery
of such New Ordinary Shares to be made to it on 7 April 2004 against payment of
the settlement price.



Conditions of the Rights Issue



The obligations of Dresdner Bank AG under the Underwriting Agreement are
conditional, inter alia, on:



1.       Admission becoming effective in accordance with the Listing Rules of
the UKLA and the admission of the New Ordinary Shares to trading on London Stock
Exchange's market for listed securities becoming effective in accordance with
the Admission and Disclosure Standards produced by the London Stock Exchange by
no later than 8.00 a.m. on 10 March 2004 (or by such other date, being not later
than 8.00 a.m. on 17 March 2004, as may be agreed between the Company and
Dresdner Bank AG);



2.       none of the warranties given by the Company in the Underwriting
Agreement being breached or being untrue or inaccurate or misleading at the date
of the Underwriting Agreement and there being no change of circumstances such
that if repeated at any time up to immediately prior to Admission by reference
to the facts and circumstances then existing, any of such warranties would be
breached or untrue or inaccurate or misleading;



3.       the Company allotting prior to Admission, subject to Admission, the New
Ordinary Shares in accordance with the terms of the Underwriting Agreement; and



4.       the Company having applied to CRESTCO for admission of the Nil Paid
Rights and the Fully Paid Rights to CREST as participating securities and no
notification having been received before Admission from CRESTCO that such
admission has been or is to be refused.



If (a) the conditions set out in the Underwriting Agreement are not satisfied or
waived by Dresdner Bank AG by the required time (or before such later time and/
or date as the Company and Dresdner Bank AG may agree) or (b) the Underwriting
Agreement is terminated in the circumstances specified below, the Rights Issue
will lapse and the rights and obligations of the Sub-underwriters hereunder
shall cease and determine at such time and no claim can be made by any
Sub-underwriter in respect thereof.



Right to Terminate under the Underwriting Agreement



Dresdner Bank AG will be entitled in its absolute discretion by notice to the
Company prior to Admission to terminate its obligations under the Underwriting
Agreement if:



1.       there has been a breach of any of the warranties given by the Company
to Dresdner Bank AG in the Underwriting Agreement which in the reasonable
opinion of Dresdner Bank AG is material;



2.       an event has occurred or a matter has arisen on or after the date of
the Underwriting Agreement and before Admission which if it had occurred or
arisen before the date of the Underwriting Agreement would have rendered any of
the warranties untrue, inaccurate or misleading by reference to the
circumstances then existing and which in the reasonable opinion of Dresdner Bank
AG is material;



3.       the Company fails in any respect, which in the reasonable opinion of
Dresdner Bank AG is material, to comply with any of the Company's obligations
under the Underwriting Agreement;



4.       any press or public announcement concerning the Group or the Rights
Issue has been made by or on behalf of the Group which has not been sanctioned
by Dresdner Bank AG prior to its release in accordance with the Underwriting
Agreement;



5.       there has been, in the reasonable opinion of Dresdner Bank AG, a
material adverse change in the financial or trading position or prospects of the
Group; or



6.       in the absolute discretion of Dresdner Bank AG there has been a change
in national or international financial, political, economic or stock market
conditions (primary or secondary); an incident of terrorism, outbreak or
escalation of hostilities, war, declaration of martial law or any other calamity
or crisis; a suspension or material limitation in trading of securities
generally on any stock exchange; any change in currency exchange rates or
exchange controls or a disruption of settlement systems or a material disruption
in commercial banking as in each case would be likely to materially prejudice
the success of the Rights Issue.



Each Sub-underwriter agrees with DrKWS and Dresdner Bank AG that the waiver by
Dresdner Bank AG, or the agreement by Dresdner Bank AG to the extension of time
for the satisfaction, of any condition of the Underwriting Agreement or the
exercise by Dresdner Bank AG of its right of termination of the Underwriting
Agreement, or any other discretion under such agreement, shall be within the
absolute discretion of Dresdner Bank AG and that neither DrKWS nor Dresdner Bank
AG shall have any liability to any Sub-underwriter whatsoever in connection with
any decision to waive any such condition, agree to any such extension or to
exercise or not to exercise any such right or discretion.



By participating in the Sub-underwriting, each Sub-underwriter agrees that its
rights and obligations hereunder terminate only in the circumstances described
above and will not be capable of rescission or termination by any
Sub-underwriter.



No Prospectus



For the purpose of the Sub-underwriting, no offering document or prospectus has
been or will be submitted to be approved by the UKLA or filed with the Registrar
of Companies in England and Wales and the commitments from Sub-underwriters will
be made solely on the basis of the information contained in this Appendix III
and the sub-underwriting proof of a circular comprising a prospectus relating to
the Company setting out the details of and reasons for the proposed rights issue
(the 'Sub-underwriting Proof'). Each Sub-underwriter, by accepting a
participation in the Sub-underwriting, agrees that the content of this Appendix
III and the Sub-underwriting Proof is exclusively the responsibility of the
Company and confirms to Dresdner Bank AG, DrKWS and the Company that it has
neither received nor relied on any other information, representation, warranty
or statement made by or on behalf of DrKWS (other than the amount of the
relevant sub-underwriting participation and amount of sub-underwriting
commissions communicated by DrKWS in the Oral Confirmation), Dresdner Bank AG or
any of their affiliates or the Company and none of DrKWS, Dresdner Bank AG or
any of their affiliates or the Company will be liable for the decision of any
Sub-underwriter to accept an invitation to participate in the Sub-underwriting
based on any other information, representation, warranty or statement which the
Sub-underwriter may have obtained or received. Each Sub-underwriter acknowledges
and agrees, to Dresdner Bank AG for itself and as agent for the Company, that it
has relied on its own investigation of the business, financial or other position
of the Company in deciding to participate in the Sub-underwriting. Nothing in
this paragraph shall exclude the liability of any person for fraudulent
misrepresentation.



Registration and Settlement



Settlement of transactions in the New Ordinary Shares following Admission will
take place within the CREST system, subject to certain exceptions. DrKWS
reserves the right to require settlement for and delivery of the New Ordinary
Shares to the Sub-underwriters in such other means that it deems necessary if
delivery or settlement is not possible within the CREST system within the
timetable set out in this announcement or would not be consistent with the
regulatory requirements in the jurisdictions of such Sub-underwriters.



Following the results of the Rights Issue and completion of the placing of any
Rump, (i) in the event that DrKWS has procured subscribers for the whole of the
Rump, each Sub-underwriter shall be notified of such fact through publication of
an announcement on the Stock Exchange Regulatory News Service or (ii) in the
event that there is a Stick remaining, each Sub-underwriter shall be sent a
confirmed allocation letter that will state the number of New Ordinary Shares,
if any, for which it is required to subscribe and the aggregate amount owed by
it.



It is expected that settlement of the Stick will be no later than 7 April 2004.



If a Sub-underwriter does not comply with these obligations, DrKWS may sell the
New Ordinary Shares allocated to such Sub-underwriter and retain from the
proceeds, an amount equal to the Rights Issue Price plus any interest due. The
relevant Sub-underwriter will, however, remain liable, inter alia, for any
shortfall below the Rights Issue Price and it may be required to bear any stamp
duty or stamp duty reserve tax (together with any interest or penalties) which
may arise upon the sale of its New Ordinary Shares on its behalf.



If New Ordinary Shares are to be delivered to a custodian or settlement agent of
a Sub-underwriter, the relevant Sub-underwriter should ensure that its Confirmed
Commitment Letter is copied and delivered immediately to the relevant person
within that organisation.



Insofar as New Ordinary Shares are registered in the name of a Sub-underwriter
or that of its nominee or in the name of any person for whom the Sub-underwriter
is contracting as agent or that of a nominee for such person, such New Ordinary
Shares will, subject as provided below, be so registered free from any liability
to UK stamp duty or stamp duty reserve tax.



Representations and Warranties by Sub-underwriters



By participating in the Sub-underwriting, each Sub-underwriter (and any persons
acting on its behalf):



1.       represents and warrants that it is entitled to subscribe for and
purchase New Ordinary Shares under the laws of all relevant jurisdictions which
apply to it and that it has fully observed such laws and obtained all such
governmental and other guarantees and other consents which may be required there
under and complied with all necessary formalities;



2.       represents and warrants that the issue to the Sub-underwriter, or the
person specified by such Sub-underwriter for registration as holder of New
Ordinary Shares will not give rise to a liability under any of sections 67, 70,
93 or 96 of the Finance Act 1986 (depositary receipts and clearance services);



3.       represents and warrants that it has complied with its obligations in
connection with money laundering under the Criminal Justice Act 1993 and the
Money Laundering Regulations 1993 (the 'Regulations') and, if it is making
payment on behalf of a third party, that satisfactory evidence has been obtained
and recorded by it to verify the identity of the third party as required by the
Regulations;



4.       represents and warrants that it is a person falling within Article 19
(5) or Article 49(2)(a) to (d) of the Order and undertakes that it will acquire,
hold, manage or dispose of any New Ordinary Shares that are allocated to it for
the purposes of its business;



5.       represents and warrants that it has complied and will comply with all
applicable provisions of FSMA with respect to anything done by it in relation to
the New Ordinary Shares in, from or otherwise involving the United Kingdom;



6.       represents and warrants that it has all necessary capacity and
authority and has obtained all necessary consents and authorities to enable it
to commit to participation in the Sub-underwriting and to perform its
obligations in relation thereto and will honour its obligations (including,
without limitation, in the case of any person on whose behalf it is acting, all
necessary consents and authorities to agree to the terms set out or referred to
in this announcement);



7.       undertakes that it will pay for the New Ordinary Shares acquired by it
in accordance with this announcement on the due time and date set out herein,
failing which the relevant New Ordinary Shares may be placed with other
subscribers or sold as DrKWS determines and without liability to such
Sub-underwriter;



8.       acknowledges that participation in the Sub-underwriting is on the basis
that it is not and will not be a client or customer of DrKWS or Dresdner Bank AG
and that DrKWS and Dresdner Bank AG have no duties or responsibilities to it for
providing the protections afforded to its clients or customers or for providing
advice in relation to the Sub-underwriting or in respect of any representations,
warranties, undertakings or indemnities contained in the Underwriting Agreement
nor for the exercise or performance of any of DrKWS's and Dresdner Bank AG's
rights and obligations thereunder, including any right to waive or vary
conditions or exercise any termination right;



9.       undertakes and agrees that (i) the person whom it specifies for
registration as holder of the New Ordinary Shares will be (a) the
Sub-underwriter or (b) a nominee of the Sub-underwriter, (ii) neither DrKWS,
Dresdner Bank AG nor the Company will be responsible for any liability to stamp
duty or stamp duty reserve tax resulting from a failure to observe this
requirement and (iii) the Sub-underwriter and any person acting on its behalf
agrees to subscribe on the basis that the New Ordinary Shares will be allotted
to the CREST stock account of DrKWS who will hold them as nominee on its behalf
until settlement in accordance with its standing settlement instructions;



10.   acknowledges that any agreements entered into by it pursuant to these
terms and conditions shall be governed by and construed in accordance with the
laws of England and it submits (on behalf of itself and on behalf of any person
on whose behalf it is acting) to the exclusive jurisdiction of the English
courts as regards any claim, dispute or matter arising out of any such contract;



11.   acknowledges that the New Ordinary Shares, the Provisional Allotment
letters and the Nil Paid and Fully Paid Rights in respect of the New Ordinary
Shares have not been and will not be registered under the securities legislation
of any State of the United States, Australia, Canada, Japan, the Republic of
South Africa or the Republic of Ireland and, subject to certain exceptions, may
not be offered, sold, delivered or transferred, directly or indirectly, within
those jurisdictions;



12.   undertakes and agrees that it will not offer or sell any New Ordinary
Shares within the United States except in accordance with Rule 903 of Regulation
S of the Securities Act or to QIBs pursuant to the exemption from the
registration requirements of the Securities Act provided by Rule 144A;



13.   undertakes and agrees that neither it nor its affiliates nor any person
acting on its or their behalf have engaged in or will engage in any 'general
solicitation or general advertising' (within the meaning of Regulation D under
the Securities Act) or 'directed selling efforts' (as defined in Regulation S
under the Securities Act) in connection with any offer or sale of the New
Ordinary Shares;



14.   acknowledges that the agreement to settle each Sub-underwriter's
subscription (and/or the subscription of a person for whom it is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the settlement
relating only to a subscription by it and/or such person direct from the Company
for the New Ordinary Shares in question. Such agreement assumes that the New
Ordinary Shares are not being acquired in connection with arrangements to issue
depositary receipts or to transfer the New Ordinary Shares into a clearance
service. If there were any such arrangements, or the settlement related to other
dealing in the New Ordinary Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor DrKWS nor Dresdner Bank AG will be
responsible. If this is the case, the relevant Sub-underwriter should take its
own advice and notify DrKWS and Dresdner Bank AG accordingly. In addition,
Sub-underwriters should note that they will be liable for any capital duty,
stamp duty and all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines or penalties
relating thereto) payable outside the UK by them or any other person on the
acquisition by them of any New Ordinary Shares or the agreement by them to
acquire any New Ordinary Shares; and



15.   acknowledges that any monies of any Sub-underwriter or any person acting
on behalf of the Sub-underwriter held or received by DrKWS will not be subject
to the protections conferred by the FSA's Client Money Rules. As a consequence,
these monies will not be segregated from the monies of DrKWS and may be used by
DrKWS in the course of its business, and the relevant Sub-underwriter or any
person acting on its behalf will therefore rank as a general creditor of DrKWS.



The acknowledgements, undertakings, representations and warranties referred to
above are given to each of the Company, DrKWS and Dresdner Bank AG.





APPENDIX IV



Definitions



The following definitions apply throughout this Announcement unless the context
requires otherwise:


'Act'                                 the Companies Act 1985 (as amended);

'Admission'                           the admission of the New Ordinary Shares (nil paid) (i) to listing on the
                                      Official List and (ii) to trading on the London Stock Exchange's market for
                                      listed securities becoming effective in accordance, respectively, with the
                                      Listing Rules and the Admission and Disclosure Standards;

'Admission and Disclosure Standards'  the requirements contained in the publication 'Admission and Disclosure
                                      Standards' dated May 2001 containing, inter alia, the admission
                                      requirements to be observed by companies seeking admission to trading on
                                      the London Stock Exchange's market for listed securities;

'Alon'                                Aluminium oxynitride, a transparent ceramic material with high ballistic
                                      properties that is created by HIP process;

'AS'                                  Aerospace Standard;

'Australia'                           The Commonwealth of Australia, its territories and possessions;

'Bodycote' or the 'Company'           Bodycote International plc;

'Bodycote Share(s)'                   Ordinary Share(s) in Bodycote;

'Bodycote Share Option Schemes'       the Bodycote International Executive Share Option Scheme 1994, the Bodycote
                                      International Executive Share Option Scheme 1996 and the Bodycote
                                      International Executive Share Option Scheme 2003;

'CCSS'                                the CREST Courier and Sorting Office established by CRESTCo to facilitate,
                                      amongst other things, the deposit and withdrawal of securities;

'Canada'                              Canada and each province thereof;

'CHAPS'                               clearing houses automated payment systems;

'Communications Host'                 a network provider's communication host as defined in the glossary to the
                                      CREST Manual;

'CREST'                               the relevant system (as defined in the CREST Regulations) for paperless
                                      settlement of share transfers and the holding of shares in uncertificated
                                      form in respect of which CREST Co Limited is the operator (as defined in
                                      the CREST Regulations);

'CRESTCo'                             CRESTCo Limited, the operator of CREST;

'CREST Manual'                        the rules governing the operation of CREST consisting of the CREST
                                      Reference Manual, the CREST International Manual, the CREST Central
                                      Counterpart Service Manual, the CREST Rules, the CCSS Operations Manual,
                                      the Daily Timetable, the CREST Application Procedures and the CREST
                                      Glossary of Terms (as updated in November 2001);

'CREST member'                        a person who has been admitted by CRESTCo as a system member (as defined in
                                      the Regulations);

'CREST sponsor'                       a CREST participant admitted to CREST as a CREST sponsor;

'CREST participant'                   a person who is, in relation to CREST a system-participant (as defined in
                                      the Regulations);

'CREST Regulations'                   the Uncertificated Securities Regulations 2001 (SI2001 No. 3755), as
                                      amended;

'CREST sponsored member'              a CREST member admitted to CREST as a sponsored member;

'Densal II(R)'                        Densification of aluminium castings to remove porosity resulting in
                                      improved fatigue, impact and ductility properties;

'Directors' or 'Board'                the directors of Bodycote International plc at the date of this
                                      announcement, whose names are set out in paragraph 2 of Part 6 of the
                                      Prospectus;

'Dresdner Bank AG'                    Dresdner Bank AG (London Branch);

'Dresdner Kleinwort Wasserstein'      Dresdner Kleinwort Wasserstein Limited and Dresdner Kleinwort Wasserstein
                                      Securities Limited;

'EBITDA'                              earnings before exceptional items, interest, tax, depreciation and
                                      amortisation;

'EU'                                  the European Union;

'Excluded Holders'                    Overseas Shareholders who have registered addresses in, or who are
                                      residents of, the United States, Canada, Australia, Japan, the Republic of
                                      Ireland or the Republic of South Africa;

'Excluded Territories'                the United States of America, Canada, Australia, Japan, the Republic of
                                      Ireland and the Republic of South Africa;

'Existing Ordinary Shares'            the fully paid Ordinary Shares in issue at the Record Date;

'FSA'                                 the Financial Services Authority;

'FSMA'                                the Financial Services and Markets Act 2000;

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

'Group'                               Bodycote and its subsidiaries and subsidiary undertakings;

'HIP' or 'HIPping'                    Hot Isostatic Pressing;

'ISO'                                 International Organization for Standardization;

'Japan'                               Japan, its cities, prefectures, territories and possessions;

'LIBOR'                               the London Inter-Bank Offer Rate;

'London Stock Exchange'               London Stock Exchange plc;

'Member account ID'                   the identification code or number attached to any member account in CREST;

'NADCAP'                              the National Aerospace and Defence Contractors Accreditation Program;

'New Ordinary Shares'                 the new Ordinary Shares to be issued pursuant to the Rights Issue;

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

'OEM'                                 original equipment manufacturer;

'Official List'                       the Official List of the UK Listing Authority;

'Ordinary Shares'                     ordinary shares of 10p each in the capital of the Company;

'Overseas Shareholders'               Qualifying Shareholders who have registered addresses in, or who are
                                      residents of, countries other than the United Kingdom;

'Participant ID'                      the identification code or membership number used in CREST to identify a
                                      particular CREST member or other CREST participant;

'Prospectus'                          the prospectus issued by the Company in relation to the Rights Issue;

'Provisional Allotment Letter'        the renounceable provisional letter of allotment in respect of New Ordinary
                                      Shares proposed to be sent to Qualifying non-CREST Shareholders (save as
                                      described in paragraph 1 of Part 3 of the Prospectus) in connection with
                                      the Rights Issue;

'QS'                                  Quality Standard;

'Qualifying Shareholders'             holders of Ordinary Shares on the register of members of the Company at the
                                      Record Date;

'Qualifying CREST Shareholders'       Qualifying Shareholders except Excluded Holders whose Ordinary Shares on
                                      the register of members of the Company at the close of business on the
                                      Record Date are in uncertificated form;

'Qualifying non-CREST Shareholders'   Qualifying Shareholders except Excluded Holders whose Ordinary Shares on
                                      the register of members of the Company at the close of business on the
                                      Record Date are in certificated form;

'Registrars' or 'Capita Registrars'   Capita Registrars of The Registry, 34 Beckenham Road, Beckenham, Kent BR3
                                      4TU;

'Receiving Agent' or 'Capita IRG'     Capita IRG Plc of The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TH;

'Recognised Stock Exchange'           a recognised stock exchange (within the meaning specified in Section 841 of
                                      the Income and Corporation Taxes Act 1988) on which Shares in the Company
                                      are listed and if more than one such Recognised Stock Exchange as the Board
                                      shall determine;

'Record Date'                         the close of business on 5 March 2004;

'Regulatory Information Service'      one of the regulatory services authorised by the UK Listing Authority;

'Rights Issue'                        the proposed issue by way of rights of 64,157,581 New Ordinary Shares as
                                      described in the Prospectus;

'Rights Issue Price'                  100 pence per New Ordinary Share;

'Shareholders'                        holders of Ordinary Shares;

'TS'                                  Technical Standard;

'Underwriting Agreement'              the conditional underwriting agreement dated 9 March 2004 between Bodycote
                                      and Dresdner Bank AG relating to the Rights Issue, details of which are set
                                      out in the Prospectus;

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

'United States' or 'US' or 'USA'      the United States of America, its territories and possessions and any State
                                      of the United States and the district of Columbia and all other areas
                                      subject to its jurisdiction.

'US Securities Act'                   the United States Securities Act of 1933, as amended.




                      This information is provided by RNS
            The company news service from the London Stock Exchange