SEC Deregistration/EGM Notice

Cookson Group PLC
19 December 2005

19 December 2005




Cookson announces intention to terminate
SEC Registration and effect Capital Reduction - Update

On 17 October 2005, Cookson Group plc ('Cookson' or the 'Company') announced its
intention to seek shareholder approval at an Extraordinary General Meeting ('EGM
') to:

-           amend its Articles of Association to allow the Directors to require
its US resident shareholders to sell their shares in order to terminate
registration of its ordinary shares ('De-registration') with the US Securities
and Exchange Commission ('SEC'); and

-           to effect a reduction of its share capital by:

- cancelling all of the deferred shares of 49 pence each, as the Company had
undertaken to do at the time of its rights issue in 2002 (at which time such
shares were created), in order to create a more efficient capital structure; and

- cancelling the share premium account of the Company to create additional
reserves for the Group going forwards.

The necessary preparatory steps have now been undertaken and Cookson is today
posting a circular to its shareholders explaining the proposed amendments to its
Articles of Association and the other matters outlined above and convening the
EGM (the 'Circular').  The EGM will be held on 12 January 2006.  Assuming
shareholders approve the proposed amendments to the Company's Articles of
Association, the Board intends to start the procedures required to effect any
necessary transfer of shares held by US residents immediately thereafter.   It
is the Board's expectation that the SEC conditions required to be satisfied in
order to apply for De-registration will have been met during the first quarter
of 2006.

In connection with the above, copies of the Circular and a Form of Proxy
relating to the EGM will shortly be available for inspection at the UK Listing
Authority's Document Viewing Facility, which is situated at:

The Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Tel. no. + 44 (0) 20 7066 8224

Enquiries:

Richard Malthouse, Group Secretary  Tel: + 44 (0) 20 7061 6500


About Cookson Group plc

Cookson Group plc is a leading materials science company which provides
materials, processes and services to customers worldwide.  The Group's
operations are formed into three divisions - Ceramics, Electronics and Precious
Metals.  The Ceramics division is the world leader in the supply of advanced
flow control and refractory products and systems to the iron and steel industry
and is also a leading supplier of refractory lining materials for iron and
steelmaking and other industrial processes.  The Electronics division is a
leading manufacturer and supplier of materials and services to the electronics
industry, primarily serving fabricators and assemblers of printed circuit
boards, assemblers of semiconductor packaging and the electrical and industrial
markets.  The Precious Metals division is a leading supplier to the jewellery
industry of fabricated precious metals products.

Headquartered in London, Cookson employs some 16,000 people in more than 35
countries and sells its products in over 100 countries.

Cookson Group plc
265 Strand
London WC2R 1DB

Tel: [phone]
Fax: + 44 (0) 20 7061 6600
www.cooksongroup.co.uk




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