AGM voting results

Morgan Crucible Co PLC
21 April 2006


AGM VOTING RESULTS

Company Name:                                              The Morgan
                                                             Crucible
                                                          Company plc

Meeting Date:                                              21/04/2006

Number of cards (shareholders) at meeting date:                    23

Issued share capital at meeting date:                     293,369,193

Number of votes per share:                                        one

Meeting type AGM/EGM:                                             AGM


Resolution (No. as noted on proxy form)                    Shares For         Shares     Shares       Shares  PollYes/No
                                                                       Discretionary    Against    Marked As
                                                                                                       Votes
                                                                                                   Withheld /
                                                                                                 Abstentions
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1.To receive the Report of the Directors and the          162,599,584      1,731,507    905,247      355,271          No
Accounts for the year ended 4th January 2006
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2. To approve the Remuneration Committee Report, as       121,292,709      1,750,859 10,384,655   32,163,386          No
set out in the Report and Accounts for the year ended
4th January 2006
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3. To declare a Final Dividend at the rate of 2.5p per    163,854,781      1,731,114      1,479        4,235          No
share on the ordinary share capital of the Company for
the year ended 4th January 2006 payable on 6th July
2006 to shareholders on the register at the close of
business on 2nd June 2006.
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4. To re-elect Mr. W.D. Knowlton as a director            161,796,669      1,767,343  1,994,259       33,338          No
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5. To reappoint KPMG Audit Plc as Auditors of the         149,598,956      1,748,255 14,233,438       10,960          No
Company until the conclusion of the next general
meeting at which accounts are laid before the members
and authorise the Directors to determine their
remuneration.
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6. That the authority conferred on the directors of       163,316,551      1,763,951    492,125       18,982          No
the Company by Article 8(3) of the Company's Articles
of Association be renewed for the period expiring 15
months after the date of passing this resolution or
until the next Annual General Meeting, whichever shall
first occur, and for that period the 'section 80
amount' is £24,444,010 representing one third of the
issued ordinary share capital of the Company
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7.'THAT subject to the passing of resolution 6 the        163,675,909      1,765,584    112,713       37,403          No
authority conferred on the directors of the Company by
Article 8(4) of the Company's Articles of Association
be renewed for the period expiring 15 months after the
date of passing this resolution and for that period
the 'section 89 amount' is £3,666,601. representing
just less than 5% of the issued ordinary share capital
of the Company'
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8. 'THAT the directors of the Company be and they are     163,776,659      1,757,710     49,125        8,115          No
hereby generally and unconditionally authorised for
the purpose of Section 163 of the Companies Act 1985
(the 'Act') to make one or more market purchases
(within the meaning of Section 163(3) of the Act) of
ordinary shares of 25p each in the issued share
capital of the Company ('ordinary shares') provided
that:
    (a) the maximum aggregate number of ordinary shares
    authorised to be purchased is 29,303,479 representing
    9.99 per cent of the issued ordinary share capital of
    the Company;
    (b) the minimum price which may be paid for an
    ordinary share (exclusive of expenses) is 25p;
    (c) the maximum price which may be paid for an
    ordinary share (exclusive of expenses) is an amount
    equal to 105 per cent of the average of the middle
    market quotations for an ordinary share as derived
    from the London Stock Exchange Daily Official List for
    the five business days immediately preceding the day
    on which the purchase is made;
    (d) Unless previously renewed, varied or revoked this
    authority shall expire 15 months from the date of the
    passing of this resolution or at the conclusion of the
    next Annual General Meeting (whichever is the sooner);
    and
    (e) the Company may make a contract to purchase
    ordinary shares under this authority which will or may
    be executed wholly or partly after the expiry of this
    authority and may make a purchase of ordinary shares
    in pursuance of such a contract.'
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