Proposed Articles Amendments

Cookson Group PLC
26 April 2007



26 April 2007

                               Cookson Group plc

          Proposed Amendments to the Company's Articles of Association


Further to the recent issuance of notices regarding the Company's Annual General
Meeting ('AGM') to be held on 24 May 2007 and in accordance with DTR 6.1.2, the
Company announces that it is proposing two special resolutions pertaining to the
amendment of the Company's Articles of Association at the forthcoming AGM. A
summary of the resolutions, the reasons they are being proposed and the proposed
changes to the Articles of Association are set out below:

Resolution 10 - Authority for the Company to communicate with shareholders
electronically

Resolution 10 is a special resolution that authorises the Company to take
advantage of the new rules conferred by the Companies Act 2006 to allow
companies to make increased use of electronic communications with their
shareholders and makes amendments to the Articles of Association to reflect this
and other changes necessitated by the new Companies Act.  The Company wishes to
take advantage of the new rules regarding electronic communication to enable it
to communicate with shareholders more quickly and at reduced cost.

The proposed amendments to the Articles will allow for the use of electronic
communications in certain situations when a hard copy signature would otherwise
be required and enable the Company to send all types of notices, documents and
information to shareholders by electronic means, including via a website and
provides for the deemed delivery of such communications. The amendments will
also enable Directors to take advantage of the new electronic communications
regime to pass written resolutions electronically, for example via email, or
using a combination of electronic means and other forms of writing.

If the shareholders agree to pass Resolution 10, then the Company will have the
general power to send or supply shareholders with documents and information in
electronic form (such as by e-mail) and by means of a website.  However, the
Company may not begin to communicate with shareholders by e-mail unless and
until shareholders give their specific individual consent. In addition, the
Company may not supply shareholders with information by means of a website if
they request to receive information in hard copy form. If Resolution 10 is
approved the Company will seek shareholders' specific consent to both e-mail and
website communications.

Resolution 11 - Authority for the Company to amend the Articles of Association
to update statutory references

Resolution 11 is a special resolution that authorises the Company to make
amendments to the Company's Articles of Association to update statutory
references in relation to the new Companies Act 2006 and to delete the upper age
limit for Directors in view of recent age discrimination legislation.

The full text of the proposed amendments to the Articles of Association can be
found in the Company's AGM Notice which is available on the Company's website at
www.cooksongroup.co.uk .



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