6-K 1 cksn200510176kbatch.txt BATCH FILING FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer pursuant to Rule 13a - 16 or 15d - 16 of the Securities Exchange Act of 1934 For the period 17 October 2005 Cookson Group plc 265 Strand, London, WC2R 1BD [Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F] Form 20-F X Form 40-F [Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.] Yes No X [If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-] Exhibit Index Exhibit No.1 - Holding(s) in Company dated 23 September 2005 Exhibit No.2 - Holding(s) in Company dated 04 October 2005 Exhibit No.3 - Holding(s) in Company dated 07 October 2005 Exhibit No.4 - Holding(s) in Company dated 12 October 2005 Exhibit No.5 - Termination SEC Registration dated 17 October 2005 Exhibit No.1 SCHEDULE 10 NOTIFICATION OF MAJOR INTERESTS IN SHARES 1) Name of company COOKSON GROUP PLC 2) Name of shareholder having a major interest STANDARD LIFE GROUP 3) Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 AS ABOVE 4) Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them VIDACOS NOMINEES 5) Number of shares/amount of stock acquired 500,000 6) Percentage of issued class 0.26% 7) Number of shares/amount of stock disposed N/A 8) Percentage of issued class N/A 9) Class of security ORDINARY SHARES OF 10 PENCE EACH 10) Date of transaction 22 SEPTEMBER 2005 11) Date company informed 23 SEPTEMBER 2005 12) Total holding following this notification 13,477,588 SHARES (MATERIAL INTEREST) 13) Total percentage holding of issued class following this notification 7.104% 14) Any additional information STANDARD LIFE ALSO CONTINUES TO HOLD A NON-MATERIAL INTEREST OF C. 4% IN THE SHARES OF COOKSON GROUP PLC 15) Name of contact and telephone number for queries RACHEL FELL, DEPUTY SECRETARY, COOKSON GROUP PLC - TEL: 020 7061 6562 16) Name and signature of authorised company official responsible for making this notification RACHEL FELL, DEPUTY SECRETARY, COOKSON GROUP PLC Date of notification: 23 SEPTEMBER 2005 Exhibit No.2 SCHEDULE 10 NOTIFICATION OF MAJOR INTERESTS IN SHARES 1) Name of company COOKSON GROUP PLC 2) Name of shareholder having a major interest AVIVA PLC AND ITS SUBSIDIARIES 3) Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 AS ABOVE 4) Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them BNY NORWICH UNION NOMINEES LTD - 3,103,735 SHARES CHASE GA GROUP NOMINEES LTD - 2,510,682 SHARES CHASE NOMINEES LIMITED - 536,640 SHARES CUIM NOMINEE LIMITED - 2,793,781 SHARES 5) Number of shares/amount of stock acquired 2,200 6) Percentage of issued class 0.001% 7) Number of shares/amount of stock disposed 701,390 8) Percentage of issued class 0.37% 9) Class of security ORDINARY SHARES OF 10 PENCE EACH 10) Date of transaction 3 OCTOBER 2005 11) Date company informed 4 OCTOBER 2005 12) Total holding following this notification 8,944,838* SHARES * BENEFICIAL INTEREST ONLY 13) Total percentage holding of issued class following this notification 4.71% 14) Any additional information 15) Name of contact and telephone number for queries RACHEL BENJAMIN, COMPANY SECRETARIAL ASSISTANT, COOKSON GROUP PLC - TEL: 020 7061 6565 16) Name and signature of authorised company official responsible for making this notification RACHEL BENJAMIN, COMPANY SECRETARIAL ASSISTANT, COOKSON GROUP PLC Date of notification: 4 OCTOBER 2005 Exhibit No.3 SCHEDULE 10 NOTIFICATION OF MAJOR INTERESTS IN SHARES 1) Name of company COOKSON GROUP PLC 2) Name of shareholder having a major interest BARCLAYS PLC 3) Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 AS ABOVE 4) Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them BARCLAYS BANK TRUST COMPANY LTD (968 SHARES) BARCLAYS GLOBAL INVESTORS CANADA LTD (8,878 SHARES) GERRARD LTD (63,220 SHARES) BARCLAYS GLOBAL INVESTORS JAPAN LTD (17,399 SHARES) BARCLAYS GLOBAL INVESTORS LTD (2,357,514 SHARES) BARCLAYS GLOBAL INVESTORS AUSTRALIA LTD (30,096 SHARES) BARCLAYS GLOBAL INVESTORS, N.A. (1,424,278 SHARES) BARCLAYS CAPITAL SECURITIES LTD (766,533 SHARES) BARCLAYS GLOBAL INVESTORS JAPAN TRUST & BANKING (233,295 SHARES) BARCLAYS LIFE ASSURANCE CO LTD (234,807 SHARES) BARCLAYS GLOBAL FUND ADVISORS (702,562 SHARES) 5) Number of shares/amount of stock acquired NOT DISCLOSED 6) Percentage of issued class NOT DISCLOSED 7) Number of shares/amount of stock disposed N/A 8) Percentage of issued class N/A 9) Class of security ORDINARY SHARES OF 10 PENCE EACH 10) Date of transaction 5 OCTOBER 2005 11) Date company informed 7 OCTOBER 2005 12) Total holding following this notification 5,839,550 SHARES 13) Total percentage holding of issued class following this notification 3.08% 14) Any additional information 15) Name of contact and telephone number for queries RACHEL BENJAMIN, COMPANY SECRETARIAL ASSISTANT, COOKSON GROUP PLC - 020 7061 6565 16) Name and signature of authorised company official responsible for making this notification RACHEL BENJAMIN, COMPANY SECRETARIAL ASSISTANT, COOKSON GROUP PLC Date of notification: 7 OCTOBER 2005 Exhibit No.4 12 October 2005 Cookson Group plc - Holding(s) in Company Cookson Group plc was informed on 12 October 2005 that, on 11 October 2005, Standard Life Investments acquired 230,610 shares on behalf of Standard Life Group. This increased the total held as a notifiable interest (including material and non-material interests) to 22,935,304 shares being 12.09% of the issued stock of that class.

~~REGISTERED~~No. ~~NAME~~of ~~MANAGEMENT~~shares ~~COMPANY~~held ~~NUMBER~~Registered OFName ~~SHARES BROWN BROS HARRIMN LTD LUX FIDELITY INTERNATIONAL LIMITED 6~~22,~~032~~935,~~000~~304 ~~NORTHERN~~Vidacos TRUST LONDON FIDELITY INTERNATIONAL LIMITED 28,000 JP MORGAN, BOURNEMOUTH FIDELITY INVESTMENT SERVICES LIMITED 787,949 JPMORGAN CHASE BANK FMR CORP 3,000 JP MORGAN, BOURNEMOUTH FIDELITY PENSION MANAGEMENT 431,000 NORTHERN TRUST LONDON FIDELITY PENSION MANAGEMENT 24,000Nominees

Cookson Group plc 265 Strand London WC2R 1DB Tel: +44 (0) 20 7061 6500 Fax: +44 (0) 20 7061 6600 Web: www.cooksongroup.co.uk Exhibit No.5 17 October 2005 Cookson announces intention to terminate SEC Registration and effect Capital Reduction On 19 September 2005, Cookson Group plc ("Cookson" or the "Company") announced that it was examining the steps required to terminate registration of its ordinary shares ("De-registration") with the US Securities and Exchange Commission ("SEC"). De-registration requires that the number of US resident holders of the Company's shares, whether they hold shares directly or through a nominee, be below 300. The Company confirms that it intends to seek shareholder approval to amend its Articles of Association to allow the Directors to require its US resident shareholders to sell their shares into the market. If these amendments are approved, the Board intends to exercise this power if necessary to reduce the number of US resident shareholders to below 300. If approved, the Board would further be able to exercise this power from time to time after De-registration in order to maintain the number of US resident shareholders below 300 at each financial year end of the Company, which would be required under current SEC rules for the Company to remain exempt from SEC re-registration. To the same end, the Company might amend the terms of certain of its employee share schemes to provide for cash settlement of any options to receive its shares held by US residents, if this cash settlement becomes necessary to maintain the number of the Company's US resident optionholders below 300. The Company will also consider whether to settle share awards granted to US resident employees under certain share schemes with cash. In line with a number of other UK companies, Cookson is seeking to effect De-registration due to the increasing cost, both in cash terms and in respect of management time consumed, of maintaining its registration in the US and complying with SEC reporting and other applicable US obligations. Having considered the costs and benefits of maintaining SEC registration, Cookson's Board believes that the burden and expense of complying with SEC reporting and other applicable US obligations is out of proportion to the benefits obtained by the Company and its shareholders as a whole, given the relatively small size of the US shareholder base. The Company estimates its current external US compliance costs, together with significantly higher future incremental costs which would no longer be required following De-registration, would be in excess of GBP1 million per annum. De-registration would also significantly reduce the amount of management time that would otherwise be absorbed by that compliance process. Cookson ordinary shares will continue to be listed on the Official List of the UK Listing Authority ("UKLA") and to be traded on the London Stock Exchange's market for listed securities. The Company will also continue to be subject to the listing rules, the prospectus rules and the disclosure rules made by the UKLA, and to the Combined Code on Corporate Governance in the UK. The Company will therefore continue to be bound by a rigorous system of corporate governance. A proposal to amend Cookson's Articles of Association to facilitate De-registration and suspension of its SEC reporting and other related US obligations will be considered at an Extraordinary General Meeting of Cookson's shareholders expected to be held in mid-December 2005 (the "EGM"). 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 soon thereafter. The Company also intends to effect a reduction of its share capital by: (a) 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 (b) cancelling the share premium account of the Company to create additional reserves for the Group going forwards. The approval of shareholders to the capital reduction will also be sought at the EGM. The proposed capital reduction must also be confirmed by the Court before it can become effective. Cookson will be posting a circular to its shareholders in mid-November explaining the proposed amendments to its Articles of Association and the other matters outlined above and convening the EGM. In connection with the De-registration, on 19 September 2005 the Company announced that it had elected to terminate its American depositary receipt ("ADR") programme effective as at close of trading on 19 October 2005. ADR holders were notified of this by Citibank, N.A., the depositary for the ADR programme. Cookson expects its ADRs to cease being quoted on the Over-the-Counter Bulletin Board around the same time as a result of this termination. The Company expects to issue its usual Third Quarter trading update on 4 November 2005. 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: + 44 (0)20 7061 6500 Fax: +44 (0)20 7061 6600 www.cooksongroup.co.uk SIGNATURE Cookson Group plc By:________________ Rachel Fell Assistant Company Secretary Date:17 October 2005

Year - 2004 First Half - 2004 Notes IFRS UK GAAP IFRS UK GAAP Revenue (GBPm) 1. 1,652.5 1,698.2 816.7 841.5 Trading profit (GBPm) 2. 114.9 119.6 51.9 55.1 Profit before tax (GBPm) - Headline 3. 85.0 93.1 37.2 42.0 - Reported 4. 12.6 (18.7) 24.1 8.0 Earnings per share (pence) - Headline 5. 30.1 33.4 12.4 14.3 - Reported 6. (11.2) (26.6) 4.4 (3.7) Free cash flow (GBPm) - 51.6 51.6 (21.2) (21.2) Net debt (GBPm) 7. 321.8 306.9 402.0 385.8 Employee Benefits Liability (GBPm) 8. 189.9 29.8 188.8 37.6 Shareholders' Equity (GBPm) 9. 431.4 559.4 458.4 591.6

Year - 2004 First Half - 2004 IFRS UK GAAP IFRS UK GAAP Trading profit (GBPm) - Ceramics 60.0 56.8 27.7 26.0 - Electronics 52.8 49.5 24.5 23.2 Assembly Materials 24.2 22.2 11.0 10.5 Chemistry 27.8 27.2 12.8 12.1 Laminates 0.8 0.1 0.7 0.6 - Precious Metals 11.0 9.3 3.8 3.3 - Joint Ventures - 4.0 - 2.6 - Group corporate costs (8.9) n/a (4.1) n/a Group 114.9 119.6 51.9 55.1

2004 2004 Year First-half GBPm GBPm (1) Revenue Turnover as reported under UK GAAP 1,698.2 841.5 - Revenue of Joint Ventures (45.2) (24.4) - Adjustment of sales to prior period (0.5) (0.4) Revenue, under IFRS 1,652.5 816.7 (2) Trading Profit Operating profit before goodwill amortisation 5.1 and exceptional items as reported under UK GAAP 119.6 5 - Profit of JVs before interest and tax (4.0) (2.6) - Pension costs, holiday pay accruals, share option costs, other (0.7) (0.6) Trading Profit, under IFRS 114.9 51.9 (3) Profit before tax - Headline Profit before tax before goodwill amortisation and exceptional items as 93.1 42.0 reported under UK GAAP - Pension costs, holiday pay accruals, share option costs, other (0.7) (0.6) - Share of JVs tax charge (1.7) (1.3) - Reversal of deferred income release from swap closeout (5.4) (2.7) - Interest on reclassified finance leases (0.3) (0.2) Headline profit before tax, under IFRS 85.0 37.2 (4) Profit / (loss) before tax - Reported Profit / (loss) before tax, as reported (18.7) 8.0 - Pension costs, holiday pay accruals, share option costs, other (0.7) (0.6) - Share of JVs tax charge (1.7) (1.3) - Goodwill amortisation reversed 31.7 15.9 - Goodwill on business disposals 2.3 2.3 - Interest on reclassified finance leases (0.3) (0.2) Profit before tax, under IFRS 12.6 24.1 2004 2004 Year First-half pence pence (5) Earnings per share - Headline Earnings per share before amortisation of goodwill and intangibles under UK 14.3 GAAP; restated for 1 for 10 share consolidation in May 2005 33.4 After tax effect of: - Deferred income on swap close-out (2.9) (1.5) - All other items (0.4) (0.4) Headline earnings per share, under IFRS 30.1 12.4 (6) Earnings per share - Reported Earnings per share under UK GAAP; restated for 1 for 10 share consolidation (26.7) (3.7) in May 2005 - Goodwill amortisation written-back 18.0 9.6 - All other items (2.5) (1.5) Earnings per share, under IFRS (11.2) 4.4 2004 2004 Year First-half GBPm GBPm (7) Net debt Per UK GAAP, as reported 306.9 385.8 - Reclassification of asset securitisation financing 10.7 11.7 - Additional finance leases recognised 4.2 4.5 As restated under IFRS 321.8 402.0 (8) Employee benefits liability Net accruals per UK GAAP, as reported 29.8 37.6 - Reclassification of pension asset 6.4 6.8 - Reversal of UK GAAP net accruals (36.2) (44.4) - Defined benefit pension scheme and other post- retirement benefit 189.9 188.8 arrangement deficits As restated under IFRS 189.9 188.8 (9) Shareholders' equity Per UK GAAP, as reported 559.4 591.6 - Pension and other post-retirement benefits (153.7) (144.4) - Goodwill amortisation 31.7 15.9 - Others, including tax on IFRS adjustments (6.0) (4.7) As restated under IFRS 431.4 458.4

Half year Full year 2004 2004 As Effect of Reported in As Effect of Reported in Reported transition compliance Reported Transition compliance under UK to IFRS with IFRS under UK to IFRS with IFRS GAAP GAAP Note (note (note 2.7 2.1) 2.1) ref GBPm GBPm GBPm GBPm GBPm GBPm Revenue (a) 817.1 (0.4) 816.7 1,653.0 (0.5) 1,652.5 Manufacturing costs - raw materials (b) (364.6) 0.3 (364.3) (756.2) 0.4 (755.8) - other (226.2) - (226.2) (447.1) - (447.1) Administration, selling and distribution costs (c) (173.8) (0.5) (174.3) (334.1) (0.6) (334.7) Trading profit 52.5 (0.6) 51.9 115.6 (0.7) 114.9 Rationalisation of operating activities (11.0) - (11.0) (22.7) - (22.7) Amortisation and impairment of intangibles (d) (16.3) 15.9 (0.4) (32.5) 31.7 (0.8) Profit / (loss) relating to fixed assets 1.1 - 1.1 (16.8) - (16.8) Profit from operations 26.3 15.3 41.6 43.6 31.0 74.6 Finance income Ongoing activities 2.2 - 2.2 0.9 - 0.9 Income from swap close-out 2.7 - 2.7 5.4 - 5.4 Finance costs Ongoing activities (e) (18.0) (0.2) (18.2) (32.8) (0.3) (33.1) Share of post-tax profit from joint ventures 1.3 - 1.3 2.3 - 2.3 Loss on disposal of operations (f) (7.8) 2.3 (5.5) (39.8) 2.3 (37.5) Profit before tax 6.7 17.4 24.1 (20.4) 33.0 12.6 Income tax: Ongoing activities (g) (11.3) - (11.3) (24.5) 0.2 (24.3) Deferred tax charge on goodwill (g) - (2.1) (2.1) - (4.1) (4.1) Other net credits / (charges) 0.1 - 0.1 (1.2) - (1.2) Profit / (loss) for the period (4.5) 15.3 10.8 (46.1) 29.1 (17.0) Profit attributable to minority interests (2.5) - (2.5) (4.1) - (4.1) Profit / (loss) attributable to equity holders (7.0) 15.3 8.3 (50.2) 29.1 (21.1) Basic earnings per share (3.7)p 8.1p 4.4p (26.7)p 15.5p (11.2)p Diluted earnings per share (3.6)p 7.9p 4.3p (26.7)p 15.5p (11.2)p Headline profit before taxation and earnings per share: Trading profit 52.5 (0.6) 51.9 115.6 (0.7) 114.9 Share of post-tax profit from joint ventures 1.3 - 1.3 2.3 - 2.3 Finance costs for ongoing activities, net (15.8) (0.2) (16.0) (31.9) (0.3) (32.2) Headline profit before tax 38.0 (0.8) 37.2 86.0 (1.0) 85.0 Income tax on ongoing activities (11.3) - (11.3) (24.5) 0.2 (24.3) Profit attributable to minority interests (2.5) - (2.5) (4.1) - (4.1) Headline profit attributable to equity holders 24.2 (0.8) 23.4 57.4 (0.8) 56.6 Headline basic earnings per share 12.8p (0.4)p 12.4p 30.5p (0.4)p 30.1p

1 January 30 June 31 December 2004 2004 2004 As Effect Reported As Effect Reported As Effect Reported Note Aeported of in Aeported of in Aeported of on 2.7 under UK Transi- compliance under UK Transi- Compliance under UK Transi- Compliance ref GAAP tion with GAAP tion with GAAP tion with IFRS (note to IFRS (note to IFRS (note to (2.1) IFRS 2.1) IFRS 2.1) IFRS GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm Assets Property, plant and equipment (h) 350.7 4.1 354.8 332.0 3.7 335.7 319.6 3.3 322.9 Intangible assets (i) 514.0 - 514.0 487.6 15.9 503.5 453.5 31.7 485.2 Investments in joint ventures 18.8 - 18.8 14.5 - 14.5 14.7 - 14.7 Other Investments 37.2 - 37.2 36.0 - 36.0 16.7 - 16.7 Income tax recoverable - - - 2.2 - 2.2 2.2 - 2.2 Deferred tax assets (j) 53.5 (0.6) 52.9 49.5 (2.6) 46.9 35.3 (4.1) 31.2 Other assets 8.2 - 8.2 10.1 - 10.1 10.6 - 10.6 Total non-current assets 982.4 3.5 985.9 931.9 17.0 948.9 852.6 30.9 883.5 Cash and cash equivalents 52.8 - 52.8 31.5 - 31.5 44.0 - 44.0 Inventories (k) 172.9 (0.3) 172.6 193.8 0.1 193.9 174.0 0.1 174.1 Trade and other receivables (l) 316.9 0.4 317.3 324.9 (0.1) 324.8 303.5 (0.1) 303.4 Income tax recoverable 3.0 - 3.0 - - - 0.9 - 0.9 Total current assets 545.6 0.1 545.7 550.2 - 550.2 522.4 - 522.4 Total assets 1,528.0 3.6 1,531.6 1,482.1 17.0 1,499.1 1,375.0 30.9 1,405.9 Equity Issued capital 375.4 - 375.4 375.4 - 375.4 375.5 - 375.5 Share premium 642.6 - 642.6 643.4 - 643.4 643.4 - 643.4 Retained earnings (m) (608.8) (128.0) (736.8) (633.1) (133.2) (766.3) (665.4) (128.0) (793.4) Other reserves 205.9 - 205.9 205.9 - 205.9 205.9 - 205.9 Total shareholders' equity 615.1 (128.0) 487.1 591.6 (133.2) 458.4 559.4 (128.0) 431.4 Minority interests 11.8 - 11.8 11.7 - 11.7 11.7 - 11.7 Total equity 626.9 (128.0) 498.9 603.3 (133.2) 470.1 571.1 (128.0) 443.1 Liabilities Interest-bearing loans and borrowings 320.3 - 320.3 334.0 - 334.0 326.1 - 326.1 Employee benefits (n) 47.1 126.1 173.2 44.4 144.4 188.8 36.2 153.7 189.9 Trade and other payables 69.3 - 69.3 97.9 - 97.9 58.3 - 58.3 Provisions 20.7 - 20.7 16.8 - 16.8 10.3 - 10.3 Deferred tax liabilities 11.5 - 11.5 11.5 - 11.5 8.6 - 8.6 Total non-current liabilities 468.9 126.1 595.0 504.6 144.4 649.0 439.5 153.7 593.2 Interest-bearing loans and borrowings (o) 102.2 4.8 107.0 95.0 4.5 99.5 35.5 4.2 39.7 Trade and other payables (p) 301.1 0.8 301.9 245.8 1.4 247.2 302.2 1.0 303.2 Income tax payable (q) 15.5 (0.1) 15.4 15.9 (0.1) 15.8 11.6 - 11.6 Provisions 13.4 - 13.4 17.5 - 17.5 15.1 - 15.1 Total current liabilities 432.2 5.5 437.7 374.2 5.8 380.0 364.4 5.2 369.6 Total liabilities 901.1 131.6 1,032.7 878.8 150.2 1,029.0 803.9 158.9 962.8 Total equity and liabilities 1,528.0 3.6 1,531.6 1,482.1 17.0 1,499.1 1,375.0 30.9 1,405.9

Half year Full year 2004 2004 As Effect Reported As Effect of Reported in Reported of in Reported Transition compliance under UK transition Compliance under UK to IFRS with IFRS GAAP to IFRS with IFRS GAAP GAAP GBPm GBPm GBPm GBPm GBPm GBPm GBPm Foreign exchange translation differences (20.1) (3.4) (23.5) (9.8) (2.2) (12.0) Actuarial loss on employee benefit schemes - (15.9) (15.9) - (26.8) (26.8) Income and expenses recognised directly in equity (20.1) (19.3) (39.4) (9.8) (29.0) (38.8) Profit/(loss) for the period (4.5) 15.3 10.8 (46.1) 29.1 (17.0) (24.6) (4.0) (28.6) (55.9) 0.1 (55.8) Profit attributable to minority interests (2.5) - (2.5) (4.1) - (4.1) Foreign exchange translation differences attributable to minority interests 0.5 - 0.5 1.1 - 1.1 (2.0) - (2.0) (3.0) - (3.0) Total recognised income and expenses attributable to equity holders (26.6) (4.0) (30.6) (58.9) 0.1 (58.8)

Issued Share Retained Other Total Minority Total Cpital premium earnings Reserves equity interest equity attributable to equity holders GBPm GBPm GBPm GBPm GBPm GBPm GBPm Total equity as at 1 January 2004 As previously stated under UK GAAP 375.4 642.6 (608.8) 205.9 615.1 11.8 626.9 Effect of transition to IFRS (note 2.7(m)) - - (128.0) - (128.0) - (128.0) Total equity as at 1 January 2004 (as restated under IFRS) 375.4 642.6 (736.8) 205.9 487.1 11.8 498.9 Movements for the period as reported under UK GAAP: Total net recognised losses relating to the period - - (26.6) - (26.6) 2.0 (24.6) New share capital issued - 0.8 - - 0.8 - 0.8 Dividends paid to minority interest - - - - - (2.1) (2.1) Goodwill transferred to the income statement on the sale of operations - - 2.3 - 2.3 - 2.3 - 0.8 (24.3) - (23.5) (0.1) (23.6) Movements for the period (effect of transition to IFRS): Total effect of IFRS adoption on net recognised losses relating to the period - - (4.0) - (4.0) - (4.0) Share-based payments (note 2.7(c)) - - 1.1 - 1.1 - 1.1 Reversal of goodwill transferred to the income statement on the sale of operations (note 2.7(f)) - - (2.3) - (2.3) - (2.3) - - (5.2) - (5.2) - (5.2) Total equity as at 30 June 2004 375.4 643.4 (766.3) 205.9 458.4 11.7 470.1 Total equity as at 1 January 2004 (as restated under IFRS) 375.4 642.6 (736.8) 205.9 487.1 11.8 498.9 Movements for the period as reported under UK GAAP: Total net recognised losses relating to the period - - (58.9) - (58.9) 3.0 (55.9) New share capital issued 0.1 0.8 - - 0.9 - 0.9 Dividends paid to minority interest - - - - - (3.1) (3.1) Goodwill transferred to the income statement on the sale of operations - - 2.3 - 2.3 - 2.3 0.1 0.8 (56.6) - (55.7) (0.1) (55.8) Movements for the period (effect of transition to IFRS): Total effect of IFRS adoption on net recognised losses relating to the period - - 0.1 - 0.1 - 0.1 Share-based payments (note 2.7(c)) - - 2.2 - 2.2 - 2.2 Reversal of goodwill transferred to the income statement on the sale of operations (note 2.7(f)) - - (2.3) - (2.3) - (2.3) - - - - - - - Total equity as at 31 December 2004 375.5 643.4 (793.4) 205.9 431.4 11.7 443.1 2.7 Details of adjustments made on transition from UK GAAP to IFRS Half year Full year 2004 2004 GBPm GBPm (a) Revenue Adjustment of sales to prior period (0.4) (0.5) (b) Manufacturing costs - raw materials Adjustment of sales to prior period 0.3 0.4 (c) Administration, selling and distribution costs Long-term employee benefits (note 2.8(a)) 1.1 1.6 Holiday pay accruals(note 2.8(b)) (0.6) (0.1) Share-based payments (note 2.8(c)) (1.1) (2.2) Reclassify operating leases to finance leases (note 2.8(g)) 0.2 0.3 Depreciation charge on mothballed assets (0.1) (0.2) (0.5) (0.6) (d) Amortisation of intangibles Reversal of goodwill amortisation charged under UK GAAP (note 2.8(f)) 15.9 31.7 (e) Finance costs Reclassify operating leases to finance leases (note 2.8(g)) (0.2) (0.3) (f) Profit/(loss) on disposal of operations Reversal of goodwill amortisation charged under UK GAAP (note 2.8(f)) 2.3 2.3 (a) Income tax Deferred tax on IFRS adjustments - holiday pay accruals, long-term employee benefits and for: share- based payments - 0.2 - goodwill (note 2.8(h)) (2.1) (4.1) (2.1) (3.9) 1 January 30 June 31 December 2004 2004 2004 GBPm GBPm GBPm (b) Property, plant and equipment Reclassify operating leases to finance leases (note 2.8(g)) 4.5 4.2 3.9 Accumulated depreciation charge on mothballed assets (0.4) (0.5) (0.6) 4.1 3.7 3.3 (c) Intangible assets Reversal of goodwill amortisation charged under UK GAAP (note 2.8(f)) - 15.9 31.7 2.7 Details of adjustments made on transition from UK GAAP to IFRS, continued 1 January 30 June 31 December 2004 2004 2004 GBPm GBPm GBPm (d) Deferred tax assets Deferred tax on IFRS adjustments - holiday pay accruals, long-term for: employee benefits and share-based payments 1.6 1.6 1.9 - goodwill (note 2.8(h)) (2.2) (4.2) (6.0) (0.6) (2.6) (4.1) (e) Inventories Adjustment of sales to prior period (0.3) 0.1 0.1 (f) Trade and other receivables Adjustment of sales to prior period 0.4 (0.1) (0.1) (g) Retained earnings Holiday pay accruals (note 2.8(b)) (0.8) (1.4) (1.0) Reclassify operating leases to finance leases (note 2.8(g)) (0.3) (0.3) (0.3) Recognition of actuarial gains and losses on defined benefit pension and other post-retirement obligations(note 2.8(a)) (126.1) (144.4) (153.7) Adjustment of sales to prior periods 0.1 - - Reversal of goodwill amortisation charged under UK GAAP(note 2.8(f)) - 15.9 31.7 Accumulated depreciation charge on mothballed assets (0.4) (0.5) (0.6) (127.5) (130.7) (123.9) Tax effect of all IFRS restatement adjustments (0.5) (2.5) (4.1) (128.0) (133.2) (128.0) (h) Employee benefits Recognition of actuarial gains and losses on defined benefit pension schemes and other post-retirement benefits (note 2.8(a)) 126.1 144.4 153.7 (i) Interest-bearing loans and borrowings Reclassify operating leases to finance leases (note 2.8(g)) 4.8 4.5 4.2 (j) Current trade and other payables Holiday pay accruals (note 2.8(b)) 0.8 1.4 1.0 (k) Income tax payable Income taxes on long-term employee benefit deficit (0.1) (0.1) - 2.8 Summary description of significant IFRS adjustments

First Half Year 2005 2004 2004 Revenue (GBPm) 795 817 -3% 1,652 Trading profit* (GBPm) 54.4 51.9 +5% 114.9 Return on sales 6.8% 6.4% +0.4% pts 7.0% Profit before tax (GBPm) - Headline* 39.9 37.2 +7% 85.0 - Basic 33.3 24.1 +38% 12.6 Earnings per share (pence) - Headline* 13.9 12.4 +12% 30.1 - Basic 8.5 4.4 (11.2) Free cash flow (GBPm) (22.8) (21.2) -GBP1.6m 51.6 Net debt (GBPm) 362.8 402.0 GBP39m lower 321.8

Proceeds Date Closed Revenue Trading 2004 Profit 2004 Fraternity Rings GBP3.0m Dec 2004 GBP2.5m GBP0.3m Technical Ceramics GBP4.7m June 2005 GBP4.6m GBP1.0m Conference Centre GBP1.3m June 2005 Redundant Properties GBP4.4m June 2005 Total GBP13.4m

30 June 31 December 30 June 2005 2004 2004 GBPm GBPm GBPm US Private Placement loan notes 298 297 312 7% Convertible Bonds - - 80 Committed bank facility 68 40 10 Other loans 14 16 17 Asset securitisation and lease financing 15 13 15 Gross borrowings 395 366 434 Cash (32) (44) (32) Net Debt 363 322 402

Half year Full Half year 2004 Year 2004 Note 2005 GBPm GBPm GBPm Revenue 2 794.7 816.7 1,652.5 Manufacturing costs- raw materials (359.5) (364.3) (755.8) - other (218.3) (226.2) (447.1) Administration, selling and distribution costs (162.5) (174.3) (334.7) Trading profit 1,2 54.4 51.9 114.9 Rationalisation of operating activities 3 (7.7) (11.0) (22.7) Amortisation and impairment of intangibles (0.4) (0.4) (0.8) Profit/(loss) relating to fixed assets 1.6 1.1 (16.8) Profit from operations 2 47.9 41.6 74.6 Finance income: 4 Ongoing activities 1.4 1.7 3.4 Income from swap close-out - 2.7 5.4 Finance costs: 4 Ongoing activities (16.3) (17.7) (35.6) Write-off of prepaid debt-raising fees (1.2) - - Share of post-tax profit from joint ventures 0.4 1.3 2.3 Profit/(loss) on disposal of operations 5 1.1 (5.5) (37.5) Profit before tax 33.3 24.1 12.6 Income tax costs: 6 Ongoing activities (11.9) (11.3) (24.3) Other income tax costs (3.5) (2.0) (5.3) Profit/(loss) for the period 17.9 10.8 (17.0) Profit attributable to minority interests (1.8) (2.5) (4.1) Profit/(loss) attributable to parent company equity holders 16.1 8.3 (21.1) Basic earnings per share 7 8.5p 4.4p (11.2)p Diluted earnings per share 7 8.3p 4.3p (11.2)p Headline profit before tax and earnings per share Trading profit 54.4 51.9 114.9 Share of post-tax profit from joint ventures 0.4 1.3 2.3 Finance costs of ordinary activities, net (14.9) (16.0) (32.2) Headline profit before tax 39.9 37.2 85.0 Income tax on ordinary activities (11.9) (11.3) (24.3) Profit attributable to minority interests (1.8) (2.5) (4.1) Headline profit attributable to parent company equity holders 26.2 23.4 56.6 Headline basic earnings per share 7 13.9p 12.4p 30.1p

Half year Half year Full year 2005 2004 2004 Note GBPm GBPm GBPm Cash flows from operating activities Profit from operations 47.9 41.6 74.6 Add/(deduct): Rationalisation of operating activities 7.7 11.0 22.7 (Profit)/loss relating to fixed assets (1.6) (1.1) 16.8 Amortisation of intangibles 0.4 0.4 0.8 Depreciation 23.9 23.8 46.9 Net increase in trade working capital (42.8) (53.6) (16.9) Outflows related to rationalisation of operating activities 3 (8.1) (5.5) (14.2) Other items (20.4) (2.5) 14.8 Cash generated from operations 7.0 14.1 145.5 Interest paid (16.6) (17.8) (35.9) Interest received 1.8 2.5 4.4 Income taxes paid (9.0) (8.6) (20.7) Net cash (outflow)/inflow from operating activities (16.8) (9.8) 93.3 Cash flows from investing activities Acquisition of property, plant and equipment (13.8) (14.4) (42.3) Proceeds from sale of property, plant and equipment 5.7 2.9 1.4 Acquisition of subsidiaries, net of cash acquired (3.9) (4.5) (12.0) Disposal of subsidiaries, net of cash disposed of 2.4 (2.4) 1.4 Dividends received from joint ventures 4.7 2.2 2.3 Other, including additional costs for prior years' disposals (3.0) (5.1) (10.0) Net cash outflow from investing activities (7.9) (21.3) (59.2) Net cash (outflow)/inflow before financing activities (24.7) (31.1) 34.1 Cash flows from financing activities Increase in/(repayment of) borrowings 15.1 12.3 (39.7) Proceeds from the issue of share capital 0.1 0.8 0.9 Payment of transaction costs (0.6) (1.1) (1.1) Dividends paid to minority shareholders (2.6) (2.1) (3.1) Net cash inflow/(outflow) from financing activities 12.0 9.9 (43.0) Net decrease in cash and cash equivalents (12.7) (21.2) (8.9) Cash and cash equivalents at 1 January 44.0 52.8 52.8 Effect of exchange rate fluctuations on cash held 0.2 (0.1) 0.1 Cash and cash equivalents at end of period 31.5 31.5 44.0 Free cash flow Net cash (outflow)/inflow from operating activities (16.8) (9.8) 93.3 Acquisition of property, plant and equipment (13.8) (14.4) (42.3) Proceeds from sale of property, plant and equipment 5.7 2.9 1.4 Dividends received from joint ventures 4.7 2.2 2.3 Dividends paid to minority shareholders (2.6) (2.1) (3.1) Free cash flow (22.8) (21.2) 51.6 Group Balance Sheet As at 30 June 2005 30 June 31 Dec 30 June 2005 2004 2004 Note GBPm GBPm GBPm Assets Property, plant and equipment 312.8 322.9 335.7 Intangible assets 8 497.0 485.2 503.5 Investments in joint ventures 12.9 14.7 14.5 Other investments 9 13.8 16.7 36.0 Income tax recoverable 2.2 2.2 2.2 Deferred tax assets 27.3 31.2 46.9 Other assets 7.4 10.6 10.1 Total non-current assets 873.4 883.5 948.9 Cash and cash equivalents 31.5 44.0 31.5 Inventories 186.1 174.1 193.9 Trade and other receivables 330.0 303.4 324.8 Income tax recoverable 0.7 0.9 - Other financial assets 10 13.4 - - Total current assets 561.7 522.4 550.2 Total assets 1,435.1 1,405.9 1,499.1 Equity Issued share capital 11 375.5 375.5 375.4 Share premium 643.8 643.4 643.4 Reserves (563.1) (587.5) (560.4) Total parent company shareholders' equity 456.2 431.4 458.4 Minority interests 11.3 11.7 11.7 Total equity 467.5 443.1 470.1 Liabilities Interest-bearing loans and borrowings 370.3 326.1 334.0 Employee benefits 12 213.6 189.9 188.8 Trade and other payables 24.4 58.3 97.9 Provisions 9.4 10.3 16.8 Deferred tax liabilities 15.3 8.6 11.5 Total non-current liabilities 633.0 593.2 649.0 Interest-bearing loans and borrowings 24.0 39.7 99.5 Trade and other payables 283.8 303.2 247.2 Income tax payable 13.4 11.6 15.8 Provisions 13.2 15.1 17.5 Other financial liabilities 0.2 - - Total current liabilities 334.6 369.6 380.0 Total liabilities 967.6 962.8 1,029.0 Total equity and liabilities 1,435.1 1,405.9 1,499.1 Net debt Interest-bearing loans and borrowings - non current 370.3 326.1 334.0 - current 24.0 39.7 99.5 Cash and cash equivalents (31.5) (44.0) (31.5) Net debt 362.8 321.8 402.0 Group Statement of Recognised Income and Expenses For the six months ended 30 June 2005 Half year Half year Full year 2005 GBPm 2004 GBPm 2004 GBPm Opening Group reserves adjustment (note 1) 19.2 - - Foreign exchange translation differences 8.1 (23.5) (12.0) Actuarial loss on employee benefit schemes (21.8) (15.9) (26.8) Changes in fair value of equity securities available for sale 1.9 - - Income/(expenses) recognised directly in equity 7.4 (39.4) (38.8) Profit/(loss) for the period 17.9 10.8 (17.0) 25.3 (28.6) (55.8) Profit attributable to minority interests (1.8) (2.5) (4.1) Foreign exchange translation differences attributable to minority interests (0.4) 0.5 1.1 (2.2) (2.0) (3.0) > Total recognised income and expenses attributable to parent company equity shareholders 23.1 (30.6) (58.8)

Total equity attributable Issued to parent share Share company Minority Total capital premium Reserves equity holders interest equity GBPm GBPm GBPm GBPm GBPm GBPm Total equity as at 1 January 2004 375.4 642.6 (530.9) 487.1 11.8 498.9 Movements for the period: Total net recognised losses relating to the period - - (30.6) (30.6) 2.0 (28.6) New share capital issued - 0.8 - 0.8 - 0.8 Share-based payments - - 1.1 1.1 - 1.1 Dividends paid to minority interests - - - - (2.1) (2.1) - 0.8 (29.5) (28.7) (0.1) (28.8) Total equity as at 30 June 2004 375.4 643.4 (560.4) 458.4 11.7 470.1 Total equity as at 1 January 2004 375.4 642.6 (530.9) 487.1 11.8 498.9 Movements for the period: Total net recognised losses relating to the period - - (58.8) (58.8) 3.0 (55.8) New share capital issued 0.1 0.8 - 0.9 - 0.9 Share-based payments - - 2.2 2.2 - 2.2 Dividends paid to minority interests - - - - (3.1) (3.1) 0.1 0.8 (56.6) (55.7) (0.1) (55.8) Total equity as at 31 December 2004 375.5 643.4 (587.5) 431.4 11.7 443.1 Total equity as at 1 January 2005 375.5 643.4 (587.5) 431.4 11.7 443.1 Movements for the period: Total net recognised gains relating to the period - - 23.1 23.1 2.2 25.3 New share capital issued - 0.4 - 0.4 - 0.4 Share-based payments - - 1.3 1.3 - 1.3 Dividends paid to minority interests - - - - (2.6) (2.6) - 0.4 24.4 24.8 (0.4) 24.4 Total equity as at 30 June 2005 375.5 643.8 (563.1) 456.2 11.3 467.5

Half year Half year Full year 2005 2004 2004 Revenue Profit Revenue Profit Revenue Profit GBPm from from from operations operations operations By Division/sector GBPm GBPm GBPm GBPm GBPm GBPm Ceramics 367.6 34.4 358.0 27.7 739.5 60.0 Electronics 309.3 20.9 307.8 24.5 625.2 52.8 Assembly Materials 139.0 11.2 134.8 11.0 280.2 24.2 Chemistry 105.1 11.9 106.8 12.8 213.2 27.8 Laminates 65.2 (2.2) 66.2 0.7 131.8 0.8 Precious Metals 117.8 2.7 150.9 3.8 287.8 11.0 Group corporate costs (3.6) (4.1) (8.9) Trading profit 54.4 51.9 114.9 Rationalisation of operating activities (7.7) (11.0) (22.7) Amortisation and impairment of intangibles (0.4) (0.4) (0.8) Profit/(loss) relating to fixed assets 1.6 1.1 (16.8) Total Group 794.7 47.9 816.7 41.6 1,652.5 74.6

Half year Half year Full year 2005 2004 2004 By By By By location of Customer By location of Customer By location of Customer Group operations location Group operations location Group operations location Profit Profit Profit from from from Revenue operations Revenue Revenue operations Revenue Revenue operations Revenue Geographical GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm Europe 305.4 18.1 277.0 327.7 14.9 305.9 643.1 37.3 595.5 NAFTA 290.1 8.6 280.7 310.3 10.5 298.6 623.9 21.5 599.9 Asia-Pacific 163.6 24.6 186.5 148.0 23.8 167.9 315.9 49.8 366.0 Rest of the World 35.6 3.1 50.5 30.7 2.7 44.3 69.6 6.3 91.1 Trading profit 54.4 51.9 114.9 Rationalisation of operating activities (7.7) (11.0) (22.7) Amortisation and impairment of intangibles (0.4) (0.4) (0.8) Profit/(loss) relating to fixed assets 1.6 1.1 (16.8) Total Group 794.7 47.9 794.7 816.7 41.6 816.7 1,652.5 74.6 1,652.5

At 30 June At 30 June At 31 Dec 2005 2004 2004 Average rate GBPm GBPm GBPm US dollar ($ per GBP) 1.87 1.82 1.83 Euro (EUR per GBP) 1.46 1.48 1.48 Singapore dollar (S$ per GBP) 3.09 3.10 3.09 Hong Kong dollar (HK$ per GBP) 14.61 14.19 14.25 Japanese yen (YEN per GBP) 199 197 198 Chinese Renminbi (RMB per GBP) 15.51 15.07 15.08 Period end rate US dollar ($ per GBP) 1.83 1.83 1.92 Euro (EUR per GBP) 1.50 1.50 1.41 Singapore dollar (S$ per GBP) 3.06 3.13 3.15 Hong Kong dollar (HK$ per GBP) 14.19 14.26 14.94 Japanese yen (YEN per GBP) 200 197 198 Chinese Renminbi (RMB per GBP) 15.11 15.14 15.90

Filing Compare · COOKSON GROUP PLC