F-1

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Table of Contents
Index to Consolidated Financial Statements_1
Index to Consolidated Financial Statements_2

As filed with the United States Securities and Exchange Commission on December 2, 2011

Registration No. 333-[    •    ]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

LUXFER HOLDINGS PLC
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant's name into English)

England and Wales
(State or other jurisdiction of
incorporation or organization) 2810
(Primary Standard Industrial
Classification Code Number) 98-1024030
(I.R.S. Employer
Identification Number)

Anchorage Gateway
5 Anchorage Quay
Salford M50 3XE England
(44) 161 300-0600
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

Corporation Service Company
1180 Avenue of the Americas, Suite 210
New York, NY 10036
(800) 927-9801
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:
Sebastian R. Sperber, Esq. Cleary Gottlieb Steen & Hamilton LLP City Place House, 55 Basinghall Street London EC2V 5EH England Phone: (44) 20 7614-2200 Fax: (44) 20 7600-1698	Marc D. Jaffe, Esq. Erika L. Weinberg, Esq. Latham & Watkins LLP 885 Third Avenue New York, NY 10022 Phone: (1) 212 906-1200 Fax: (1) 212 751-4864

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum aggregate offering price(1)	Amount of registration fee
Ordinary Shares of £1 per share(2)(3)	$185,437,500	$21,252

⁽¹⁾

Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

⁽²⁾

Includes ordinary shares that the underwriters may purchase solely to cover overallotments, if any.

⁽³⁾

American Depositary Shares evidenced by American Depositary Receipts issuable on deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6. Each American depositary share will represent one-half of an ordinary share.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 2, 2011

PRELIMINARY PROSPECTUS

10,750,000 American Depositary Shares

LUXFER HOLDINGS PLC
(incorporated in England and Wales)

Representing 5,375,000 Ordinary Shares

We are offering 8,035,714 American Depositary Shares (each, an "ADS" and, collectively "ADSs"), and the selling shareholders are offering an additional 2,714,286 ADSs. Each ADS will represent one-half of an ordinary share of £1 per share. We expect that the initial public offering price will be between $13.00 and $15.00 per ADS.

Prior to the offering, there has been no public market for the ADSs or our ordinary shares. We have applied to list the ADSs on the New York Stock Exchange under the symbol "LXFR."

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

	Per ADS	Total
Initial public offering price	$	$
Underwriting discount	$	$
Proceeds to us (before expenses)	$	$
Proceeds to the selling shareholders (before expenses)	$	$

The selling shareholders have granted the underwriters an option for a period of 30 days to purchase from the selling shareholders up to 1,612,500 additional ADSs to cover overallotments, if any. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by the selling shareholders will be $            , and the total proceeds to the selling shareholders, before expenses, will be $            .

Investing in the ADSs involves a high degree of risk. See "Risk Factors" beginning on page 15 of this prospectus for certain factors you should consider before investing in the ADSs.

Delivery of the ADSs will be made against payment in New York, New York on or about                             , 2011.

Joint Book-Running Managers
Jefferies Credit Suisse Co-Managers
KeyBanc Capital Markets	Dahlman Rose & Company

Prospectus dated                             , 2011

Table of Contents

	Page
Summary		1
The Offering		8
Summary Consolidated Financial Data		11
Risk Factors		15
Presentation of Financial and Other Information		36
Forward-Looking Statements		37
Use of Proceeds		39
Capitalization		40
Unaudited Pro Forma Financial Data		42
Dilution		47
Exchange Rates		49
Selected Consolidated Financial Data		50
Management's Discussion and Analysis of Financial Condition and Results of Operations		54
Business		104
Management		129
Principal and Selling Shareholders		142
Our History and Recent Corporate Transactions		147
Related Party Transactions		152
Dividends and Dividend Policy		153
Description of Share Capital		154
Description of American Depositary Shares		169
Shares and ADSs Eligible for Future Sale		176
Taxation		178
Underwriting		186
Expenses of The Offering		191
Legal Matters		191
Experts		191
Service of Process and Enforcement of Judgments		192
Where You Can Find More Information		193
Index to Consolidated Financial Statements		F-1

We, the selling shareholders and the underwriters have not authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we may refer you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We, the selling shareholders and the underwriters have not authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. Neither we nor the underwriters are making an offer to sell the ADSs in any jurisdiction where their offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of the ADSs. Our business, financial condition, results of operations and prospects may have changed since the date on the front cover of this prospectus.

No offer or sale of the ADSs may be made in the United Kingdom except in circumstances that will not result in an offer to the public in the United Kingdom within the meaning of the United Kingdom Financial Services and Markets Act 2000 (as amended) or the Prospectus Rules published by the United Kingdom

Listing Authority. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of the securities and the distribution of the prospectus outside the United States.

Until 25 days after the date of this prospectus, all dealers that buy, sell, or trade the ADSs, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Summary

This summary highlights selected information about us and the ADSs that we and the selling shareholders are offering. It may not contain all of the information that may be important to you. Before investing in the ADSs, you should read this entire prospectus carefully for a more complete understanding of our business and this offering, including our audited consolidated financial statements and the related notes, and the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in this prospectus. In this prospectus, "Luxfer," the "Group," the "company," "we," "us" and "our" refer to Luxfer Holdings PLC and its consolidated subsidiaries. Luxfer Holdings PLC is a holding company that conducts its operations through its subsidiaries.

We are a global materials technology company specializing in the design, manufacture and supply of high-performance materials, components and gas cylinders to customers in a broad range of growing end-markets. Our key end-markets are environmental technologies, healthcare technologies, protection and specialty technologies. Our customers include both end-users of our products and manufacturers that incorporate our products into their finished goods. Our products include specialty chemicals used as catalysts in automobile engines to remove noxious gases; corrosion, flame and heat-resistant magnesium alloys used in safety-critical, aerospace, automotive and defense applications; photo-sensitive plates used for embossing and gold-foiling in the luxury packaging and greetings card industries; high-pressure aluminum and composite gas cylinders used by patients with breathing difficulties for mobile oxygen therapy, by firefighters in breathing apparatus equipment and by manufacturers of vehicles which run on compressed natural gas ("CNG"); and metal panels that can be "superformed" into complicated shapes to provide additional design freedom for a wide variety of industries, including aerospace, high-end automotive and rail transportation.

Our area of expertise covers the chemical and metallurgical properties of aluminum, magnesium, zirconium, rare earths and certain other materials, and we have pioneered the application of these materials in certain high-technology industries. For example, we were the first to develop and patent a rare-earth containing magnesium alloy (EZ33A) for use in high-temperature aerospace applications such as helicopter gearboxes; we were at the forefront of the commercial development of zirconia-rich mixed oxides for use in automotive catalysis; we were the first to manufacture a high-pressure gas cylinder out of a single piece of aluminum using cold impact extrusion; and we developed and patented the superforming process and the first superplastic aluminum alloy (AA2004) and were the first to offer superformed aluminum panelwork commercially. We have a long history of innovation derived from our strong technical base, and we work closely with customers to apply innovative solutions to their most demanding product needs. Our proprietary technology and technical expertise, coupled with best-in-class customer service and global presence provide significant competitive advantages and have established us as leaders in the markets in which we operate. We believe that we have leading positions, technically and by market share, in key product areas, including magnesium aerospace alloys, photo-engraving plates, zirconium chemicals for automotive catalytic converters and aluminum and composite cylinders for breathing applications.

We have always recognized the importance of research in material science and innovation in the development of our products, collaborating with universities around the world and our industry business partners and customers. Some of our key new development projects with our business partners include working within the Seat Committee of the U.S. Federal Aviation Administration and several aircraft seat manufacturers to introduce lightweight seats composed of magnesium into civil aircrafts; with the benefit of funding from the U.S. Army Research Labs, developing a magnesium alloy for use as lightweight armor plates on personnel carriers, which funding will also support our internal development of commercial production capabilities for the alloy; the Intelligent Oxygen System, or IOS, developed in consultation with BOC Linde to deliver medical oxygen; a bio-absorbable magnesium alloy developed for a biotechnology customer for use in cardiovascular applications; and catalytic material developed jointly with Rhodia to meet the anticipated needs of automotive manufacturers for more effective diesel catalysis to satisfy new environmental regulations as they come into effect in Europe and the United States.

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We have a global presence, employing approximately 1,560 people on average in 2010, and operating 16 manufacturing plants in the United Kingdom, United States, Canada, France, the Czech Republic and China. We also have joint ventures in Japan and India. Our total revenue, Adjusted EBITDA and profit for the period in the first nine months of 2011 were $384.9 million, $62.2 million and $32.2 million, respectively. Our total revenue, Adjusted EBITDA and profit for the year in 2010 were $402.7 million, $59.6 million and $25.7 million, respectively. See "Summary Consolidated Financial Data" for the definition of Adjusted EBITDA and reconciliations to profit for the year. In 2010, we manufactured and sold approximately 15,000 metric tons of our magnesium products, approximately 3,750 metric tons of our zirconium products and approximately 2.2 million gas cylinders.

Our company is organized into two operational divisions, Elektron and Gas Cylinders, which represented 51% and 49%, respectively, of our total revenue in 2010.

Elektron

The Elektron division focuses on specialty materials based on magnesium, zirconium and rare earths. Within this division, we sell our products through two brands. Under our Magnesium Elektron brand, we develop and manufacture specialist lightweight, corrosion-resistant and flame-resistant magnesium alloys, extruded magnesium products, magnesium powders, magnesium plates and rolled sheets and photo-engraving plates for the aerospace (light-weight alloys and components), automotive (lightweight alloys and components), defense (powders for countermeasure flares) and printing (photo-engraving sheets) industries. Under our MEL Chemicals brand, we develop and manufacture specialty zirconium compounds for use in automotive applications (exhaust catalysts), electronics (ceramic sensors), structural ceramics (dental crowns), aerospace (thermal barrier coatings) and chemical synthesis (industrial catalysts).

Gas Cylinders

The Gas Cylinders division focuses on products based on aluminum, composites and other metals using technically advanced processes. Within this division, we sell our products through two brands. Under our Luxfer Gas Cylinders brand, we develop and manufacture advanced high-pressure aluminum and composite aluminum/carbon fiber gas containment cylinders for use in healthcare (oxygen), breathing apparatus (air), electronics (industrial gas), fire-fighting (carbon dioxide) and transportation (CNG) applications. Under our Superform brand, we design and manufacture highly complex shaped, sheet-based products for a wide range of industries, including aerospace (engine air intakes), specialist automotive (body panels and door inners), rail transport (train fronts and window frames) and healthcare (non-magnetic equipment casings).

Our End-Markets

The key end-markets for our products fall into four categories:

•

Environmental technologies:  we believe many of our products serve a growing need to protect the environment and conserve its resources. Increasing environmental regulation, "green" taxes and the increasing cost of fossil fuels are driving growth in this area and are expected to drive growth in the future. For example, our products are used to reduce weight in vehicles improving fuel efficiency, in catalytic converters in automotive engines, removing noxious gases and to remove heavy metals from drinking water and industrial effluent.

•

Healthcare technologies:  we have a long history in the healthcare end-market, and see this as a major growth area through the introduction of new product technologies. Our products, among other applications, contain medical gases, are featured in medical equipment and are used in medical treatment. For example, our recently announced innovations include the lightweight IOS medical oxygen delivery system featuring our patented L7X higher-strength aluminum alloy and carbon composite cylinders integrated with our patented SmartFlow valve-regulator technology.

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•

Protection technologies:  we offer a number of products that are used to protect individuals and property. Principal factors driving growth in this end-market include increasing societal expectations regarding the protection of individuals and armed forces personnel, tightening health and safety regulations and the significant cost of investing in and replacing technologically-advanced military property. Our products are used in the protection of emergency services personnel, the protection of military vehicles, aircraft and personnel. For example, we manufacture ultra-lightweight breathing-air cylinders that lighten the load on emergency services personnel working in dangerous environments.

•

Specialty technologies:  our core technologies have enabled us to exploit various other niche and specialty markets and applications. Our products include photo-engraving plates and etching chemicals used to produce high-quality packaging, as well as cylinders used for high-purity gas applications, beverage dispensing and leisure applications such as paintball.

Our Strengths

Market leading positions.    We believe all of our main brands, Magnesium Elektron, MEL Chemicals, Luxfer Gas Cylinders and Superform, are market leaders and strive to achieve best-in-class performance and premium price positions. We believe we are the leading manufacturer in the western world of high-performance magnesium alloys, powders, plates, and rolled sheets used in the aerospace, defense, and photo-engraving industries. We believe we are a leading manufacturer of specialty zirconium compounds for use in the global market for washcoats of catalytic converters in gasoline engine vehicles. In addition, we believe we are (i) the most global manufacturer of high pressure aluminum and composite gas cylinders; (ii) a leading global supplier of cylinders for medical gases, fire extinguishers and breathing apparatus; and (iii) the largest manufacturer of portable high pressure aluminum and composite cylinders in the world. Drawing on our expertise in the metallurgy of aluminum, we invented the superplastic forming process, and we believe we are the largest independent supplier of superplastically-formed aluminum components in the western world.

Focus on innovation and product development for growing specialist end-markets.    We recognize the importance of fostering the creative ability of our employees and have developed a culture where any employee can take an active involvement in the innovation process. As a result of this culture of ingenuity, we have, in close collaboration with research departments in universities around the world, developed and continue to develop a steady stream of new products, including carbon composite ultra-lightweight gas cylinders, L7X extra high pressure aluminum gas cylinders, fourth generation (G4) doped zirconium chemicals for automotive and chemical catalysis, Isolux zirconium-based separation products used in water purification and ELEKTRON magnesium alloys for advanced aerospace and specialty automotive applications.

We have benefited and expect to continue to benefit from growth in demand in each of our key end-markets. Our product development is focused mainly on environmental, healthcare and protection technologies. Demand for these specialist technologies is increasing due to the growing focus on protecting the environment and conserving its resources, finding better healthcare solutions and providing maximum protection for people and equipment. Tightening emission controls for the aerospace, automotive and chemical industries, increasing demand for lightweight materials to improve fuel economy and the use of increasingly sophisticated catalytic chemistry to convert harmful emissions have also led to a number of significant new product development opportunities in our environmental end markets. Additionally, we have targeted new product development in the healthcare end-market given favorable end market dynamics including aging populations in the world's developed economies, along with increasing awareness of the importance of good healthcare in emerging markets that are driving an increase in the use of various medical technologies and applications, including oxygen therapy and the treatment of cardiovascular diseases. Protection technologies are also an important area for us, supported by increased demand for protection equipment after the terrorist attacks of 9/11.

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Strong technical expertise and know-how.    Our highly qualified and experienced metallurgists and engineers collaborate closely with our customers to design, develop and manufacture technically complex products. This technical expertise enables us to design and manufacture sophisticated materials and components that are embedded in our customers' products and services. To support and sustain such a high level of technological innovation, many of our sales personnel have doctorate degrees, and our product development departments work closely with our sales departments, often reporting directly to the relevant sales director. This structure enables us to provide high quality technical support to our customers and ensure that product development is closely linked to end-market requirements. This high level of integration into our customers' supply chains and their research and development functions constitutes a significant competitive advantage over new market entrants, particularly when matched by best-in-class customer service and on-going technical support.

We specialize in advanced materials where our expertise in metallurgy and material science enables us to develop products and materials with superior performance to satisfy the most demanding requirements in the most extreme environments. We design some products to withstand temperatures of absolute zero and others to withstand contact with molten steel. We produce sheet materials that operate in a complete vacuum and cylinders that safely contain gases at over 300 atmospheres of pressure. Our technical excellence is driven in part by safety-critical products, including aerospace alloys and high-pressure gas cylinders, that are subject to extensive regulation and are approved only after an extensive review process that in some cases can take years. Further, we benefit from the fact that a growing number of our products, including many of the alloys and zirconium compounds we sell, are patented.

Diversified blue chip customer base with long-standing relationships.    We have developed and seek to maintain and grow our long-term and diverse customer base of global leaders. We put the customer at the heart of our strategy and we have long-standing relationships with many of our customers including global leaders such as 3M, Air Liquide, Aston Martin, BAE Systems, BASF, BOC Linde, Bombardier, Esterline, Honeywell, Johnson Matthey, MSA, Tyco, Umicore and United Technologies. Our businesses have cultivated a number of these relationships over the course of many decades. The diversity and breadth of our customer base also mitigates our reliance on any one customer. In 2010, our ten largest customers represented 32% of our total revenue. In 2010, the ten largest customers for the Elektron division represented 42% of its revenue, and the ten largest customers for the Gas Cylinders division represented 47% of its revenue.

Resilient business model.    Although the recent downturn in the global economy represented one of the most challenging economic environments for manufacturers in decades, our operating profit rebounded in 2010 by 64% as compared to 2009 to $44.9 million, which was above our peak result in 2008. Notwithstanding the downturn, in 2009, we generated cash and made a net profit every quarter. We have protected our margins to a large extent by successfully passing on to customers increases in raw material cost and overhead expense. We have also increased our margins over time by (i) disposing of low margin and cash intensive operations such as the Elektron division's magnesium and zinc die casting operations in 2006, and the BA Tubes aluminum tubes business in 2007; (ii) increasing our focus on high-performance value-added product lines and markets; and (iii) investing in automation and operational efficiencies at our manufacturing facilities. Our return on sales ratio, which is operating profit divided by sales revenue, was 8.3% in 2008, fell only to 7.4% during the 2009 economic downturn and improved to 11.1% in 2010.

Highly experienced and effective management team.    We are led by an experienced executive management board, many of whom have been with us since Luxfer Holdings PLC was formed in 1998, which followed the management buy-in (the "Management Buy-In") of certain downstream assets of British Alcan Aluminium Plc ("British Alcan") in 1996. Our current executive management board has played a significant role in developing our strategy and in delivering our stability and growth in recent years. We also highly value the quality of our local senior management teams and have recruited highly experienced managing directors for each of our business streams. Each of the managing directors for our business streams has been in their current roles for at least five years and has substantial industry experience. Our

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board of directors actively supports our business and contributes a wealth of industrial and financial experience.

Our Business Strategy

Our business strategy is underpinned by the "Luxfer Model" which consists of five key themes:

•

Maintaining technical excellence relating both to our products and to the processes needed to make them

•

Building and maintaining strong, long-term customer relationships

•

Selling high performance products into specialty markets that require products with high technology content where customers are willing to pay premium prices

•

A commitment to innovation of products that are well-equipped to address opportunities created by heightened chemical emissions controls, global environmental concerns, public health legislation and the need for improved protection technology

•

Achieving high levels of manufacturing excellence by improving processes and reducing operating costs, thus insulating us against competitors in low labor cost economies

Each of our businesses has developed a strategic roadmap, based on a balanced scorecard methodology and driven by the Luxfer Model. These strategic roadmaps contain business-specific initiatives, actions and measures necessary to guide the businesses towards achieving financial objectives set by our board of directors. With the Luxfer Model as its backbone, our company-wide strategy includes the following key elements:

Continued focus on innovation, R&D and protection of intellectual property.    We have always recognized the importance of research in material science and innovation in the development of our products. We plan to continue this history of innovation through investment in our own research and development teams, as well as through extensive collaboration with universities, industry partners and customers around the world. Further, given the high level of research and development and technology content inherent in our products, we intend to aggressively protect our inventions and innovations by patenting them when appropriate and by actively monitoring and managing our existing intellectual property portfolio.

Increase the flow of innovative, higher value-added products targeting specialist markets.    We plan to continue to focus on high growth, specialist end-markets, including environmental, healthcare and protection technologies. In response to increasing demand in these markets for higher value-added products, we plan to utilize our metallurgical and chemical expertise to develop new products and applications for existing products in these markets. We also seek to identify alternative applications for our products that leverage the existing capabilities of our products and our existing customer base.

Enhance awareness of Luxfer brands.    We intend to maintain and improve global awareness of our four brands: Magnesium Elektron, MEL Chemicals, Luxfer Gas Cylinders and Superform. Our efforts will include promoting our leading technologies at trade shows, industry conferences and other strategic forums. We also plan to expand our online presence by maximizing the visibility and utility of our website. Whenever possible, we insist that our corporate logos are visible on products sold by our customers, especially products such as medical cylinders that remain in active circulation and tend to be widely visible in the public domain.

Focus on continued gains in operational and manufacturing efficiencies.    We plan to continuously improve operational and manufacturing efficiencies, investing in modern enterprise resource planning systems and using external auditors to measure our performance against rigorous, world-class standards. In order to do so, we seek to continuously find ways to automate our processes to provide protection against competition based in low labor-cost economies. While we plan to maintain our focus on ways to reduce our

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operational and manufacturing costs, we also seek to modernize machinery and equipment at minimal costs when necessary to prevent bottlenecks in the manufacturing process.

Selectively pursue value-enhancing acquisitions.    We have undertaken several successful complementary acquisitions over the past fifteen years, and we believe there will be opportunities to pursue synergistic acquisitions at attractive valuations in the future. We plan to assess these opportunities with a focus on broadening our product and service offerings, expanding our technological capabilities and capitalizing on potential operating synergies.

Risk Factors

We face numerous risks and uncertainties that may affect our future financial and operating performance, including, among others, the following:

•

We depend on customers in certain industries, and an economic downturn in any of those industries could reduce sales;

•

Our global operations expose us to economic conditions, political risks and specific regulations in the countries in which we operate;

•

Our operations rely on a number of large customers in certain areas of our business, and the loss of any of our major customers could hurt our sales;

•

Competitive pressures can negatively impact our sales and profit margins;

•

We depend upon our larger suppliers for a significant portion of our input components, and a loss of one of these suppliers or a significant supply interruption could negatively impact our financial performance;

•

We are exposed to fluctuations in the prices of the raw materials and utilities that are used to manufacture our products, and we can incur unexpected costs; and

•

Changes in foreign exchange rates could cause sales to drop or costs to rise.

One or more of these matters could negatively affect our business or financial performance as well as our ability to successfully implement our strategy. This list of risks is not comprehensive, and you should see the section entitled "Risk Factors" for a more detailed discussion of the risks associated with an investment in the ADSs.

History and Structure

Although the origins of some of our operations date back to the early part of the 19th century, we trace our business as it is today back to the 1982 merger of The British Aluminium Company Limited and Alcan Aluminium U.K. Limited, which created British Alcan. The original Luxfer Group Limited was formed in 1996 in connection with a transaction that resulted in the Management Buy-In of certain downstream assets of British Alcan. All of the share capital of Luxfer Group Limited was later acquired by Luxfer Holdings PLC in 1999, which became the parent holding company of our operating subsidiaries around the world.

In February 2007, Luxfer Holdings PLC completed a reorganization of its capital structure under two schemes of arrangement (the "2007 Capital Reorganization"), which substantially reduced its debt burden and realigned its share capital. A key part of this reorganization was the release and cancellation of the Senior Notes due 2009 in consideration for, among other things, the issuance of a lower principal amount of new Senior Notes due 2012. Senior noteholders, other than Luxfer Group Limited, also acquired 87% of the voting share capital of Luxfer Holdings PLC in the reorganization from exiting shareholders, with management and an employee benefit trust (the "ESOP") retaining 13% of the voting share capital. For more information on our corporate history, see "Our History and Recent Corporate Transactions."

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Luxfer Holdings PLC is a holding company that conducts its operations through its subsidiaries. For a list of our subsidiaries, including the country of incorporation and our ownership interest, see "Our History and Recent Corporate Transactions—Our Corporate Structure."

Corporate Information

Our registered and principal executive offices are located at Anchorage Gateway, 5 Anchorage Quay, Salford M50 3XE England, and our general telephone number is +44-161-300-0600. We maintain a number of web sites, including www.luxfer.com. The information on, or accessible through, our web sites is not part of this prospectus. Our agent for service of process in the United States is Corporation Service Company, 1180 Avenue of the Americas, Suite 210, New York, New York 10036.

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The Offering

Issuer	Luxfer Holdings PLC
ADSs offered by us	8,035,714 ADSs
ADSs offered by the selling shareholders	2,714,286 ADSs
Overallotment option	The selling shareholders have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase from the selling shareholders up to 1,612,500 additional ADSs to cover overallotments, if any.
ADSs to be outstanding immediately after this offering	10,750,000 ADSs
Ordinary shares outstanding immediately after this offering	13,916,432 ordinary shares
The ADSs	Each ADS represents one-half of an ordinary share.
	The depositary will hold the ordinary shares underlying your ADSs. You will have rights as provided in the deposit agreement. You may turn in your ADSs to the depositary in exchange for ordinary shares. The depositary will charge you fees for any exchange. We may amend or terminate the deposit agreement without your consent. If you continue to hold your ADSs, you agree to be bound by the deposit agreement as amended.
	Except for ordinary shares deposited by us, the selling shareholders, the underwriters or their affiliates in connection with this offering, no ordinary shares will be accepted for deposit with the depositary during a period of 180 days after the date of this prospectus.
	To better understand the terms of the ADSs, you should carefully read the "Description of American Depositary Shares" section of this prospectus. You should also read the deposit agreement, which is filed as an exhibit to the registration statement that includes this prospectus.
Depositary	The Bank of New York Mellon
Proposed New York Stock Exchange symbol	"LXFR"
Shareholder approval of offering	Pursuant to our current articles of association (the "Current Articles"), this offering requires the approval in writing of holders of at least two-thirds of our ordinary shares. In addition, under English law, certain other steps necessary for the consummation of this offering, including the adoption of the new amended and restated articles of association (the "Amended Articles"), require the approval of holders of 75% of our ordinary shares voting at our general meeting of shareholders. We have received all such required approvals from holders.

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Lockup agreements	We have agreed with the underwriters, subject to certain exceptions, not to sell or dispose of any ordinary shares or ADS or securities convertible into or exchangeable or exercisable for any of these securities until 180 days after the date of this prospectus. Our selling shareholders, directors, members of our executive management board and certain of our shareholders have agreed to similar lockup restrictions for a period of 180 days. See "Underwriting."
Use of proceeds	We expect to receive total estimated net proceeds from this offering of approximately $100.0 million, after deducting estimated underwriting discounts and offering expenses. We will not receive any proceeds from the sale of ADSs by the selling shareholders or the exercise of the overallotment option by the underwriters. We intend to use the net proceeds of this offering received by us (i) to repay the entire amount outstanding under our senior term loan (the "Term Loan"), which was $48.0 million as of September 30, 2011, (ii) to contribute approximately $25 million towards the purchase, to the extent commercially available, of insurance for our pension plans by our trustees thereof to reduce the volatility of our pension liabilities and (iii) for other general corporate purposes. The commercial availability of the purchase of such insurance depends on market conditions, which would determine the amount of our required contribution. We believe that a contribution amount of approximately $25 million, which would be the most we currently expect we would contribute for the purchase of such insurance, is commercially reasonable and has been commercially available in the past year. We, in conjunction with the pension trustees, intend to monitor market conditions for the next opportunity for the purchase of such insurance.
Risk factors	You should carefully read the information set forth under "Risk Factors" beginning on page 15 of this prospectus and the other information set forth in this prospectus before investing in the ADSs.

The number of ordinary shares that will be outstanding immediately after this offering:

•

includes 14,549 ordinary shares expected to be transferred from the ESOP upon exercise of options to purchase ordinary shares concurrent with or prior to this offering;

•

excludes, following the exercise of options to purchase ordinary shares concurrent with or prior to this offering, the remaining 101,425 ordinary shares issued to and held by the ESOP as of the consummation of this offering, which are reserved to satisfy options to purchase 82,861 ordinary shares granted under our Luxfer Holdings PLC Executive Share Option Plan (the "Option Plan");

•

does not give effect to (i) any future grants under the proposed Long-Term Umbrella Incentive Plan or Non-Executive Directors Equity Incentive Plan, which will represent up to a maximum of 5% of our outstanding share capital following this offering or (ii) the proposed award by us to non-executive directors and certain of our key executives in connection with this offering of standalone grants of options to buy ADSs representing in the aggregate up to a maximum of 3% of our outstanding share capital following this offering; and

•

includes 800,000 restricted ordinary shares subject to the terms of our Management Incentive Plan (the "MIP").

9

The trustee for the ESOP has waived its right to receive dividends on shares held in the trust, and the trustee may vote or abstain from voting the shares. See "Management—Compensation."

Unless otherwise indicated, all information contained in this prospectus assumes:

•

no exercise of the underwriters' option to purchase up to 1,612,500 additional ADSs to cover overallotments of ADSs, if any; and

•

the ADSs to be sold in this offering will be sold at $14.00, which is the midpoint of the range set forth on the cover page of this prospectus.

10

Summary Consolidated Financial Data

The following summary consolidated financial data of Luxfer as of September 30, 2011 and 2010 and for the nine month periods ended September 30, 2011 and 2010 have been derived from our unaudited interim financial statements and the related notes appearing elsewhere in this prospectus, which have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS-IASB"). The following summary consolidated financial data of Luxfer as of December 31, 2010 and 2009 and for the years ended December 31, 2010, 2009 and 2008 have been derived from our audited consolidated financial statements and the related notes appearing elsewhere in this prospectus, which have also been prepared in accordance with IFRS-IASB. The following summary consolidated financial data as of December 31, 2008 have been derived from our audited consolidated financial statements and the related notes, which have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS-EU") and are not included in this prospectus. There are no differences, applicable to Luxfer, between IFRS-IASB and IFRS-EU for any of the periods presented that were prepared in accordance with IFRS-EU. Our historical results are not necessarily indicative of results to be expected for future periods.

This financial data should be read in conjunction with our unaudited interim financial statements and the related notes, our audited consolidated financial statements and the related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in this prospectus.

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Consolidated Statement of Income Data

		Nine Months Ended September 30,				Year Ended December 31,
		2011		2010		2010		2009		2008
		(in $ millions, except share and per share data) (unaudited)				(in $ millions, except share and per share data) (audited)
Revenue:
	Elektron	$218.6		$151.3		$203.5		$184.8		$241.5
	Gas Cylinders	166.3		150.2		199.2		186.5		234.4
Total revenue from continuing operations		$384.9		$301.5		$402.7		$371.3		$475.9
Cost of sales		(290.3	)	(227.9	)	(305.1	)	(295.7	)	(381.8	)
Gross profit		94.6		73.6		97.6		75.6		94.1
Other income/(costs)		0.8		0.1		0.1		0.1		0.5
Distribution costs		(5.8	)	(5.6	)	(7.4	)	(6.8	)	(8.3	)
Administrative expenses		(38.0	)	(32.4	)	(44.5	)	(40.4	)	(44.4	)
Share of start-up costs of joint venture		(0.1	)	—		(0.1	)	(0.1	)	—
Restructuring and other income (expense)(1)		1.6		(0.2	)	(0.8	)	(1.1	)	(3.2	)
Operating profit		$53.1		$35.5		$44.9		$27.3		$38.7
Acquisition costs(1)		—		—		—		(0.5	)	—
Disposal costs of intellectual property(1)		(0.2	)	(0.6	)	(0.4	)	—		—
Finance income:
	Interest received	0.1		0.1		0.2		0.2		0.3
	Gain on purchase of own debt(1)	—		0.5		0.5		—		—
Finance costs:
	Interest costs	(7.1	)	(7.2	)	(9.6	)	(11.8	)	(17.7	)
Profit on operations before taxation		$45.9		$28.3		$35.6		$15.2		$21.3
Tax expense		(13.7	)	(8.9	)	(9.9	)	(5.7	)	(8.2	)
Profit after taxation on continuing operations		32.2		19.4		25.7		9.5		13.1
Profit for the period and year		$32.2		$19.4		$25.7		$9.5		$13.1
Profit for the period and year attributable to controlling interests		$32.2		$19.4		$25.7		$9.5		$12.9
Profit for the period and year attributable to non controlling interest		—		—		—		—		0.2
Profit from continuing and discontinued operations per ordinary share(2):
	Basic	$3.26		$1.97		$2.61		$0.97		$1.31
	Diluted	$3.23		$1.96		$2.59		$0.96		$1.30
Profit from continuing operations per ordinary share(2):
	Basic	$3.26		$1.97		$2.61		$0.97		$1.31
	Diluted	$3.23		$1.96		$2.59		$0.96		$1.30
Weighted average ordinary shares outstanding(2):
	Basic	9,884,026		9,840,814		9,851,204		9,824,326		9,824,326
	Diluted	9,981,436		9,910,014		9,919,104		9,894,726		9,894,726

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Consolidated Balance Sheet Data

	As of September 30,		As of December 31,
	2011	2010	2010	2009	2008
	(in $ millions) (unaudited)		(in $ millions) (audited)
Total assets	$358.8	$289.6	$296.6	$273.7	$298.8
Total liabilities	295.9	242.4	231.4	238.0	264.8
Total equity	62.9	47.2	65.2	35.7	34.0
Cash and short term deposits	8.3	4.0	10.3	2.9	2.9
Non-current bank and other loans	135.3	—	—	10.1	—
Senior Loan Notes due 2012	—	107.0	106.3	115.8	104.7
Current bank and other loans	2.8	4.7	9.6	—	39.3

Consolidated Other Data

		Nine Months Ended September 30,		Year Ended December 31,
		2011	2010	2010	2009	2008
		(in $ millions) (unaudited)		(in $ millions) (audited)
Adjusted EBITDA(3)		$62.2	$45.8	$59.6	$42.2	$56.6
Trading profit(4):
	Elektron	$43.8	$26.6	$33.5	$23.3	$28.4
	Gas Cylinders	7.7	9.1	12.2	5.1	13.5
Purchase of property, plant and equipment		11.3	8.5	15.9	12.5	20.9

⁽¹⁾

For further information, see "Note 4—Restructuring and other income (expense)" to our audited consolidated financial statements and our unaudited interim financial statements.

⁽²⁾

For further information, see "Note 9—Earnings per share" to our audited consolidated financial statements. We calculate earnings per share in accordance with IAS 33. Basic earnings per share is calculated based on the weighted average ordinary shares outstanding for the period presented. The weighted average of ordinary shares outstanding is calculated by time-apportioning the shares outstanding during the year. For the purpose of calculating diluted earnings per share, the weighted average ordinary shares outstanding during the period presented has been adjusted for the dilutive effect of all share options granted to employees. In calculating the diluted weighted average ordinary shares outstanding, there are no shares that have not been included for anti-dilution reasons.

⁽³⁾

Adjusted EBITDA consists of profit for the period and year before discontinued activities, tax expense, interest costs, preference share dividend, gain on purchase of own debt, interest received, exceptional gain on senior note exchange, acquisition costs, disposal costs of intellectual property, loss on disposal of business, redundancy and restructuring costs, lease commutation proceeds on vacant property, demolition and environmental remediation of vacant property, provision for environmental costs, depreciation and amortization and loss on disposal of property, plant and equipment. Depreciation and amortization amounts include impairments to fixed assets, and they are reflected in our financial statements as increases in accumulated depreciation or amortization. We prepare and present Adjusted EBITDA to eliminate the effect of items that we do not consider indicative of our core operating performance. Management believes that Adjusted EBITDA is a key performance indicator used by the investment community and that the presentation of Adjusted EBITDA will enhance an investor's understanding of our results of operations. However, Adjusted EBITDA should not be considered in isolation by investors as an alternative to profit for the period and year, as an indicator of our operating performance or as a measure of our profitability. Adjusted EBITDA is not a measure of financial performance under IFRS-IASB, may not be indicative of historic operating results and is not meant to be predictive of potential future results. Adjusted EBITDA measures presented herein may not be comparable to other similarly titled measures of

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other companies. While Adjusted EBITDA is not a measure of financial performance under IFRS-IASB, the Adjusted EBITDA amounts presented have been computed using IFRS-IASB amounts.

    The following table presents a reconciliation of Adjusted EBITDA to profit for the period and year, the most comparable IFRS-IASB measure, for each of the periods indicated:

	Nine Months Ended September 30,						Year Ended December 31,
	2011			2010			2010			2009			2008
	(in $ millions) (unaudited)						(in $ millions) (audited)
Profit for the period and year	$	32.2		$	19.4		$	25.7		$	9.5		$	13.1
Discontinued activities		—			—			—			—			—
Tax expense		13.7			8.9			9.9			5.7			8.2
Interest costs		7.1			7.2			9.6			11.8			17.7
Preference share dividend		—			—			—			—			—
Gain on purchase of own debt(a)		—			(0.5	)		(0.5	)		—			—
Interest received		(0.1	)		(0.1	)		(0.2	)		(0.2	)		(0.3	)
Exceptional gain on senior note exchange		—			—			—			—			—
Acquisition costs(a)		—			—			—			0.5			—
Disposal costs of intellectual property(a)		0.2			0.6			0.4			—			—
Loss on disposal of business		—			—			—			—			—
Operating profit	$	53.1		$	35.5		$	44.9		$	27.3		$	38.7
Redundancy and restructuring costs(a)		—			0.2			0.2			1.1			2.0
Lease commutation proceeds on vacant property		—			—			(1.1	)		—			—
Demolition and environmental remediation of vacant property		—			—			1.1			—			—
Provision for environmental costs		—			—			—			—			0.3
Pension plan changes(a)		(1.6	)		—			—			—			—
Depreciation and amortization		10.7			10.1			13.8			13.7			14.7
Loss on disposal of property, plant and equipment		—			—			0.7			0.1			0.9
Adjusted EBITDA	$	62.2		$	45.8		$	59.6		$	42.2		$	56.6

^(a)

For further information, see "Note 4—Restructuring and other income (expense)" to our audited consolidated financial statements and our unaudited interim financial statements.

⁽⁴⁾

Trading profit is defined as operating profit before restructuring and other income (expense). Trading profit is the "segment profit" performance measure used by our chief operating decision maker as required under IFRS 8 for divisional segmental analysis. See "Note 2—Revenue and segmental analysis" to our unaudited interim financial statements and our audited consolidated financial statements.

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Risk Factors

Investing in the ADSs involves a high degree of risk. You should carefully consider the following risk factors and all other information contained in this prospectus, including our financial statements and the related notes, before making an investment decision regarding our securities. The risks and uncertainties described below are those significant risk factors, currently known and specific to us, that we believe are relevant to an investment in our securities. If any of these risks materialize, our business, financial condition or results of operations could suffer, the price of the ADSs could decline and you could lose part or all of your investment. Additional risks and uncertainties not currently known to us or that we now deem immaterial may also harm us and adversely affect your investment in the ADSs.

Risks relating to our operations

We depend on customers in certain end-markets, including the automotive, self-contained breathing apparatus, aerospace, defense, medical and industrial gas end-markets, and an economic downturn in any of those end-markets could reduce sales.

We have significant exposures to certain key end-markets, including some end-markets that are cyclical in nature. To the extent that any of these cyclical end-markets are at a low point in their economic cycle, sales may be adversely affected and thereby negatively affect our ability to fund our business operations and service our indebtedness. It is possible that all or most of these end-markets could be in decline at the same time, such as during a recession, which could significantly harm our financial condition and result of operations due to decreased sales. For example, 20% of our 2010 sales were related to the automotive end-markets, 13% to self-contained breathing apparatus ("SCBA"), 16% to the aerospace and defense markets, 11% to medical markets (including portable oxygen) and 13% to cylinders used for industrial gases. These five markets together account for more than 73% of our 2010 revenues. Dependence of either of our divisions on certain end-markets is even more pronounced. For example, in 2010, 32% of the Elektron division's sales were to customers in the automotive end-market.

Our global operations expose us to economic conditions, political risks and specific regulations in the countries in which we operate, which could have a material adverse impact on our business, financial condition and results of operations.

We derive our revenues and earnings from operations in many countries and are subject to risks associated with doing business internationally. We have wholly-owned facilities in the United States, Canada, France, the Czech Republic and China and joint venture facilities in India and Japan. Doing business in foreign countries has risks, including the potential for adverse changes in the local political, financial or regulatory climate; difficulty in staffing and managing geographically diverse operations; and the costs of complying with a variety of laws and regulations. Because we have operations in many countries, we are also liable to pay taxes in many fiscal jurisdictions. The tax burden on us depends on the interpretation of local tax regulations, bilateral or multilateral international tax treaties and the administrative doctrines in each one of these jurisdictions. Changes in these tax regulations could have an impact on our tax burden.

Moreover, the principal markets for our products are located in North America, Europe and Asia, and any financial difficulties experienced in these markets may have a material adverse impact on our businesses. The maturity of some of our markets, particularly the U.S. medical market and the European fire extinguisher market, could require us to increase sales in developing regions, which may involve greater economic and political risks. We cannot provide any assurances that we will be able to expand sales in these regions.

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Our operations rely on a number of large customers in certain areas of our business, and the loss of any of our major customers could negatively impact our sales.

If we fail to maintain our relationships with our major customers, or fail to replace lost customers, or if there is reduced demand from our customers or for the products produced by our customers, it could reduce our sales and have a material adverse effect on our financial condition and results of operations. In addition, we could experience a reduction in sales if any of our customers fail to perform or default on any payment pursuant to our contracts with them. Long-term relationships with customers are especially important for suppliers of intermediate materials and components, where we work closely with customers to develop products that meet particular specifications as part of the design of a product intended for the end-user market, and the bespoke nature of many of our products could make it difficult to replace lost customers. Our top ten customers accounted for 32% of our revenue in 2010.

Competitive pressures can materially and adversely affect our sales, profit margins, financial condition and results of operations.

The markets for many of our products are now increasingly global and highly competitive, especially in terms of quality, price and service. We could lose market share as a result of these competitive pressures, which could materially and adversely affect our sales, profit margins, financial condition and results of operations.

Because of the highly competitive nature of some of the markets in which we operate, we may have difficulty raising customer prices to offset increases in costs of raw materials. For example, the U.S. medical cylinder market has a number of dedicated producers with excess capacity, making it very difficult for us to raise customer prices to offset aluminum cost increases. In addition, rising aluminum prices could lead to the development of alternative products that use lower cost materials and that could become favored by end-market users.

More generally, we may face potential competition from producers that manufacture products similar to our aluminum-, magnesium- and zirconium-based products using other materials, such as steel, plastics, composite materials or other metals, minerals and chemicals. Products manufactured by competitors using different materials might compete with our products in terms of price, weight, engineering characteristics, recyclability or other grounds.

Other parts of our operations manufacture and sell products that satisfy customer specifications. Competitors may develop lower cost or better-performing products and customers may not be willing to pay a premium for the advantages offered by our products, even if they are technically superior to competing technologies.

In recent years, we have also experienced increased competition from new geographic areas, including Asia, where manufacturers can benefit from lower labor costs. Competitors with operations in these regions may be able to produce goods at a lower cost than us, enabling them to compete more effectively in terms of price. Competition with respect to less complex zirconium chemicals has been particularly intense, with Chinese suppliers providing low cost feedstock to specialist competitors, making it especially difficult to compete in commodity products such as paint dryers. Chinese magnesium also continues to be imported into Europe in large volumes, which may impact our competitive position in Europe regarding magnesium alloys. We are also impacted by a trend for Western-based competitors to relocate production to Asia to take advantage of the lower production costs.

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We depend upon our larger suppliers for a significant portion of our raw materials, and a loss of one of these suppliers or a significant supply interruption could negatively impact our financial performance.

If we fail to maintain relationships with key suppliers or fail to develop relationships with other suppliers, it could have a negative effect on our financial condition or results of operations. We rely, to varying degrees, on major suppliers for some of the principal raw materials of our engineered products, including aluminum, zirconium and carbon fiber. For example, we obtained 74% of our aluminum, the largest single raw material purchased by the Gas Cylinders division, from Rio Tinto Alcan. Moreover, carbon fiber has been in short supply in recent years, with a number of expanding applications competing for the same supply of this specialized raw material. We currently purchase most of our carbon fiber from Toray and Grafil, a subsidiary of Mitsubishi Chemical. In addition, since mid-2010, the Chinese government has been constraining the supply of rare earths, resulting in a shortage of such materials.

We generally purchase raw materials from suppliers on a spot basis, under standard terms and conditions. However, we currently have a three-year supply contract with Rio Tinto Alcan for a portion of our aluminum requirements. The supply contract with Rio Tinto expires on December 31, 2011, and we are currently expecting to enter into a two-year replacement contract by the end of the year. We also have a five-year magnesium supply contract for a portion of our magnesium requirements with U.S. Magnesium that expires on December 31, 2014. Neither Rio Tinto Alcan or U.S. Magnesium may terminate the respective contracts other than as a result of our breach of the terms.

We have made efforts to build close commercial relationships with key suppliers to meet growing demand for our products. However, an interruption in the supply of essential materials used in our production processes, or an increase in the prices of materials due to market shortages, government quotas or natural disturbances, could significantly affect our ability to provide competitively priced products to customers in a timely manner, and thus have a material adverse effect on our business, results of operations or financial condition. In the event of a significant interruption in the supply of any materials used in our production processes, or a significant increase in their prices (as we have experienced, for example, with aluminum, magnesium and rare earths), we may have to purchase these materials from alternative sources, build additional inventory of the raw materials, increase our prices, reduce our profit margins or possibly fail to fill customer orders by the deadlines required in contracts. We can provide no assurance that we would be able to obtain replacement materials quickly on similar or not materially less favorable terms or at all.

We are exposed to fluctuations in the prices of the raw materials that are used to manufacture our products, and such fluctuations in raw material prices could lead us to incur unexpected costs and could affect our margins or our results of operations.

The primary raw material used in the manufacturing of gas cylinders and superformed panels is aluminum. The price of aluminum is subject to both short-term price fluctuations and to longer-term cyclicality as a result of international supply and demand relationships. Aluminum prices have increased significantly in recent years, with the London Metal Exchange ("LME") three-month price of aluminum increasing from an average of $1,701 per metric ton in 2009 to $2,198 per metric ton in 2010 and $2,523 per metric ton in the nine months ended September 30, 2011. We have also experienced significant price increases in other raw material costs such as primary magnesium, carbon fiber, zircon sand and rare earths. For example, starting in mid-2010, Chinese authorities greatly reduced the export quota for rare earths, which resulted in an increase in the price of cerium carbonate, priced in rare earth oxide contained weight, from $10 per kilogram in May 2010 to a peak of $270 per kilogram in July 2011. As of September 30, 2011, the price of cerium carbonate was $208 per kilogram. See "Business—Suppliers and Raw Materials."

Fluctuations in the prices of these raw materials could affect margins in the businesses in which we use them. We cannot always pass on price increases or increase our prices to offset increases in raw material immediately or at all, whether because of fixed price agreements with customers, competitive pressures that restrict our ability to pass on cost increases or increase prices, or other factors. It can be particularly

17

difficult to pass on price increases or increase prices in product areas such as gas cylinders, where competitors offer similar products made from alternative materials, such as steel, if those materials are not subject to the same cost increases. As a result, a substantial increase in raw material could have a material adverse effect on our financial condition and results of operations. In such an event, there might be less cash available than necessary to fund our business operations effectively or to service our indebtedness.

Historically, we have used derivative financial instruments to hedge our exposures to fluctuations in aluminum prices. Currently, our main method of hedging against this risk is to agree to forward prices with our largest supplier of aluminum billet for manufacturing gas cylinders and to agree to some fixed pricing for up to twelve months from more specialist superform sheet suppliers. We may use LME-based derivative contracts in the future to supplement our fixed price agreement strategy. Although it is our treasury policy to enter into these transactions only for hedging, and not for speculative purposes, we are exposed to market risk and credit risk with respect to the use of these derivative financial instruments. If the price of aluminum were to continue to rise, our increased exposure to changes in aluminum prices could have a material adverse impact on our results of operations to the extent that we cannot pass price increases on to our customers or manage exposure effectively through hedging instruments. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosure About Market Risk." In addition, if we have hedged our metal position, and have forward price agreements, a fall in the price of aluminum might give rise to hedging margin calls to the detriment of our borrowing position.

In the past few years, when appropriate, we have made additional purchases of large stocks of magnesium and some rare earth chemicals to delay the impact of potentially higher prices in the future. However, these strategic purchases have increased our working capital needs, reducing our liquidity and cash flow and increasing our reliance on our £40 million revolving credit facility (the "Revolving Credit Facility").

We are exposed to fluctuations in the prices of utilities that are used in the manufacture of our products, and such fluctuations in utility prices could lead us to incur unexpected costs and could affect our margins or our results of operations.

Our utility costs, which constitute another major input cost of our total expenses and include costs related to electricity, natural gas, and water, may be subject to significant variations. In recent years, the emergence of financial speculators in energy, increased taxation and other factors have contributed to a significant increase in utility costs for us, particularly with respect to the price that we pay for our U.K. energy supplies, which have been subject to a number of significant price increases.

Fluctuations in the prices of these utility costs could affect margins in the businesses in which we use them. We cannot always pass on price increases or increase our prices to offset increases in utility costs immediately or at all, whether because of fixed price agreements with customers, competitive pressures that restrict our ability to pass on cost increases or increase prices, or other factors. It can be particularly difficult to pass on price increases or increase prices in product areas such as gas cylinders, where competitors offer similar products made from alternative materials, such as steel, if those materials are not subject to the same cost increases. As a result, a substantial increase in utility costs could have a material adverse effect on our financial condition and results of operations. In such an event, there might be less cash available than necessary to fund our business operations effectively or to service our indebtedness.

18

Changes in foreign exchange rates could reduce margins on our sales, reduce the reported revenues of our non-U.S. operations and have a material adverse effect on our results of operations.

We conduct a large proportion of our commercial transactions, purchases of raw materials and sales of goods in various countries and regions, including the United Kingdom, United States, continental Europe, Australia and Asia. Our manufacturing operations based in the United States, continental Europe and Asia, usually sell goods denominated in their main domestic currency, but our manufacturing operations in the United Kingdom purchase raw materials and sell products often in currencies other than pound sterling. Changes in the relative values of currencies can decrease the profits of our subsidiaries when they incur costs in currencies that are different from the currencies in which they generate all or part of their revenue. These transaction risks principally arise as a result of purchases of raw materials in U.S. dollars, coupled with sales of products to customers in continental European currencies, principally denominated in euros. This impact is most pronounced in our exports to continental Europe from the United Kingdom. In 2010, our U.K. operations sold €42.9 million of goods into the euro zone. Our policy is to hedge a portion of our net exposure to fluctuations in exchange rates with forward foreign currency exchange contracts. Therefore, we are exposed to market risk and credit risk through the use of derivative financial instruments. Any failure of hedging policies could negatively impact our profits, and thus damage our ability to fund our operations and to service our indebtedness.

In addition to subsidiaries in the United States, we have subsidiaries located in the United Kingdom, France, the Czech Republic, Canada and China, as well as joint ventures in Japan and India, whose revenue, costs, assets and liabilities are denominated in local currencies. Because our consolidated accounts are reported in U.S. dollars, we are exposed to fluctuations in those currencies when those amounts are translated for purposes of reporting our consolidated accounts, which may cause declines in results of operations as results denominated in different currencies are translated to U.S. dollars for reporting purposes. The largest risk is from our operations in the United Kingdom, which in 2010 generated operating profits of $14.7 million from sales revenues of $140.4 million. Fluctuations in exchange rates, particularly between the U.S. dollar and the pound sterling, can have a material effect on our consolidated income statement and balance sheet. In 2010, the strengthening of the average U.S. dollar exchange rate had a negative impact on reported revenues of $4.7 million and, in 2009, the strengthening of the average U.S. dollar exchange rate had a negative impact on reported revenues of $30.3 million. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosure About Market Risk."

Our defined benefit pension plans have significant funding deficits that could require us to make increased ongoing cash contributions in response to changes in market conditions, actuarial assumptions and investment decisions and that could expose us to significant short-term liabilities if a wind-up trigger occurred in relation to such plans, each of which could have a material adverse effect on our financial condition and results of operations.

We operate defined benefit arrangements in the United Kingdom, the United States and France. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Retirement Benefit Arrangements." Our largest defined benefit plan, the Luxfer Group Pension Plan, which closed to new members in 1998 but remains open for accrual of future benefits, is funded according to the regulations in effect in the United Kingdom and, as of December 31, 2010 and September 30, 2011, had an IAS 19 accounting deficit of $28.7 million and $49.7 million, respectively. Luxfer Group Limited is the principal employer under the Luxfer Group Pension Plan, and other subsidiaries also participate under the plan. Our other defined benefit plans are less significant than the Luxfer Group Pension Plan and, as of December 31, 2010 and September 30, 2011, had an IAS 19 accounting deficit of $12.5 million and $23.2 million, respectively. The largest of these additional plans is the BA Holdings, Inc. Pension Plan in the United States, which was closed to further benefit accruals in December 2005. According to the actuarial valuation of the Luxfer Group Pension Plan as at April 5, 2009, the Luxfer Group Pension Plan had a deficit of £55.2 million on the plan specific basis. The plan's actuaries performed an update of the

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actuarial valuation in respect of 2009 and estimated that as at December 31, 2009, the deficit in the Luxfer Group Pension Plan had decreased from £55.2 million to £36.9 million on the plan specific basis. The improved position was primarily due to a recovery in global stock markets since the valuation date, partially offset by the increased expectation of future inflation. Should a wind-up trigger occur in relation to the Luxfer Group Pension Plan, the buy-out deficit of that plan will become due and payable by the employers. The aggregate deficit of the Luxfer Group Pension Plan on a buy-out basis was estimated at £144.4 million as at April 5, 2009. The trustees have the power to wind-up the Luxfer Group Pension Plan if they consider that in the best interests of members there is no reasonable purpose in continuing the Luxfer Group Pension Plan.

We are exposed to various risks related to our defined benefit plans, including the risk of loss of market value of the plan assets, the risk of actual investment returns being less than assumed rates of return, the trustees of the Luxfer Group Pension Plan switching investment strategy (which does require consultation with the employer) and the risk of actual experience deviating from actuarial assumptions for such things as mortality of plan participants. In addition, fluctuations in interest rates may cause changes in the annual cost and benefit obligations. As a result of the actuarial valuation as at April 5, 2009, we are required to make increased ongoing cash contributions, over and above the normal contributions required to meet the cost of future accrual, to the Luxfer Group Pension Plan. These additional payments are intended to reduce the funding deficit. We have agreed with the trustees to a schedule of payments to reduce the deficit. This schedule has been provided to the UK Pensions Regulator (the "Pensions Regulator"), and the Pensions Regulator has confirmed that it does not propose to take any plan funding actions. The schedule of payments provides for minimum annual contributions of £2.25 million per year, together with additional variable contributions based on one-third of net earnings of Luxfer Holdings PLC in excess of £6 million. The total contributions are subject to an annual cap of £4 million, although this annual cap will be increased to £5 million if the annual cap has been applied for two consecutive years. These contribution rates are to apply until the deficit is eliminated (expected to take between nine and 15 years, depending on the variable contributions), but in practice the schedule will be reviewed, and may be revised, following the next actuarial valuation. Increased regulatory burdens have also proven to be a significant risk, such as the United Kingdom's Pension Protection Fund Levy, which was $2.7 million in 2010. Following closure of the defined benefit plans described above, we have offered new employees membership in defined contribution pension arrangements or 401(k) arrangements, and these do not carry the same risks to the company as the defined benefit plans.

The Pensions Regulator in the United Kingdom has power in certain circumstances to issue contribution notices or financial support directions which, if issued, could result in significant liabilities arising for us.

The Pensions Regulator may issue a contribution notice to the employers that participate in the Luxfer Group Pension Plan or any person who is connected with or is an associate of these employers where the Pensions Regulator is of the opinion that the relevant person has been a party to an act, or a deliberate failure to act, which had as its main purpose (or one of its main purposes) the avoidance of pension liabilities or where such act has a materially detrimental effect on the likelihood of payment of accrued benefits under the Luxfer Group Pension Plan being received. A person holding alone or together with his or her associates directly or indirectly one-third or more of our voting power could be the subject of a contribution notice. The terms "associate" and "connected person," which are taken from the Insolvency Act 1986, are widely defined and could cover our significant shareholders and others deemed to be shadow directors. If the Pensions Regulator considers that a plan employer is "insufficiently resourced" or a "service company" (which have statutory definitions), it may impose a financial support direction requiring it or any member of the Group, or any person associated or connected with an employer, to put in place financial support in relation to the Luxfer Group Pension Plan. Liabilities imposed under a contribution notice or financial support direction may be up to the difference between the value of the assets of the Luxfer Group Pension Plan and the cost of buying out the benefits of members and other beneficiaries of

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the Luxfer Group Pension Plan. In practice, the risk of a contribution notice being imposed may restrict our ability to restructure or undertake certain corporate activities. Additional security may also need to be provided to the trustees of the Luxfer Group Pension Plan before certain corporate activities can be undertaken (such as the payment of an unusual dividend) and any additional funding of the Luxfer Group Pension Plan may have an adverse effect on our financial condition and the results of our operations.

Our ability to remain profitable depends on our ability to protect and enforce our intellectual property, and any failure to protect and enforce such intellectual property could have a material adverse impact on our business, financial condition and results of operations.

We cannot ensure that we will always have the ability to protect proprietary information and our intellectual property rights. We protect our intellectual property rights (within the United States, Europe and other countries) through various means, including patents and trade secrets. For example, most of our sales of automotive catalysis products are now subject to patent protection and new product developments such as more advanced lightweight alloys used in medical gas cylinders are patent protected. In particular, we patent products and processes (or certain parts of them) that could also be easily duplicated, while protecting other products and most of our processes as trade secrets. Because of the difference in foreign trademark, patent and other laws concerning proprietary rights, our intellectual property rights may not receive the same degree of protection in other countries as they would in the United States or the United Kingdom. The patents we own could be challenged, invalidated or circumvented by others and may not be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage. Further, we cannot assure you that competitors will not infringe our patents, or that we will have adequate resources to enforce our patents. Our failure to obtain or maintain adequate protection of our intellectual property rights for any reason could have a material adverse effect on our business, results of operations and financial condition. In addition, our patents will only be protected for the duration of the patent. The minimum amount of time remaining in respect to any of our material patents is three years (which relates to certain patents used in our gas cylinder business).

With respect to our unpatented proprietary technology, it is possible that others will independently develop the same or similar technology or obtain access to our unpatented technology. To protect our trade secrets and other proprietary information, we require employees, consultants, advisors and collaborators to enter into confidentiality agreements. We cannot assure you that these agreements will provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other proprietary information. If we are unable to maintain the proprietary nature of our technologies, we could be materially adversely affected. We rely on our trademarks, trade names, and brand names to distinguish our products from the products of our competitors, and have registered or applied to register many of these trademarks. Third parties may also oppose our trademark applications, or otherwise challenge our use of the trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our products, which could result in loss of brand recognition, and could require us to devote resources to advertising and marketing new brands. Further, we cannot assure you that competitors will not infringe our trademarks, or that we will have adequate resources to enforce our trademarks.

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Expiration or termination of our right to use certain intellectual property granted by third parties, the right of those third parties to grant the right to use the same intellectual property to our competitors and the right of certain third parties to use certain intellectual property used as part of our business could have a material adverse impact on our business, financial condition and results of operations.

We have negotiated, and may from time to time in the future negotiate, licenses with third parties with respect to third-party proprietary technologies used in certain of our manufacturing processes. If any of these licenses expires or terminates, we will no longer retain the rights to use the relevant third-party proprietary technologies in our manufacturing processes, which could have a material adverse effect on our business, results of operations and financial condition. Further, the rights granted to us might be nonexclusive, which could result in our competitors gaining access to the same intellectual property.

Some of our patents may cover inventions that were conceived or first reduced to practice under, or in connection with, government contracts or other government funding agreements or grants. With respect to inventions conceived or first reduced to practice under such government funding agreements, a government may retain a nonexclusive, irrevocable, royalty-free license to practice or have practiced for or on behalf of the relevant country the invention throughout the world. In addition, if we fail to comply with our reporting obligations or to adequately exploit the developed intellectual property under these government funding agreements, the relevant country may obtain additional rights to the developed intellectual property, including the right to take title to any patents related to government funded inventions or to license the same to our competitors. Furthermore, our ability to exclusively license or assign the intellectual property developed under these government funding agreements to third parties may be limited or subject to the relevant government's approval or oversight. These limitations could have a significant impact on the commercial value of the developed intellectual property.

We often enter into research and development agreements with academic institutions where they generally retain certain rights to the developed intellectual property. The academic institutions generally retain rights over the technology for use in non-commercial academic and research fields, including in some cases the right to license the technology to third parties for use in those fields. It is difficult to monitor and enforce such noncommercial academic and research uses, and we cannot predict whether the third party licensees would comply with the use restrictions of these licenses. We could incur substantial expenses to enforce our rights against such licensees. In addition, even though the rights that academic institutions obtain are generally limited to the noncommercial academic and research fields, they may obtain rights to commercially exploit developed intellectual property in certain instances. Furthermore, under research and development agreements with academic institutions, our rights to intellectual property developed thereunder is not always certain, but instead may be in the form of an option to obtain license rights to such intellectual property. If we fail to timely exercise our option rights and/or we are unable to negotiate a license agreement, the academic institution may offer a license to the developed intellectual property to third parties for commercial purposes. Any such commercial exploitation could adversely affect our competitive position and have a material adverse effect on our business.

If third parties claim that intellectual property used by us infringes upon their intellectual property, our operating profits could be adversely affected.

We may, from time to time, be notified of claims that we are infringing upon patents, copyrights, or other intellectual property rights owned by third parties, and we cannot provide assurances that other companies will not, in the future, pursue such infringement claims against us or any third-party proprietary technologies we have licensed. If we were found to infringe upon a patent or other intellectual property right, or if we failed to obtain or renew a license under a patent or other intellectual property right from a third party, or if a third party which we were licensing technologies from was found to infringe upon a patent or other intellectual property rights of another third party, we may be required to pay damages, suspend the manufacture of certain products or reengineer or rebrand our products, if feasible, or we may be unable to enter certain new product markets. Any such claims could also be expensive and time

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consuming to defend and divert management's attention and resources. Our competitive position could suffer as a result. In addition, if we have omitted to enter into a valid non-disclosure or assignment agreement for any reason, we may not own the invention or our intellectual property and may not be adequately protected.

Any failure of our research and development activity to improve our existing products and develop new products could cause us to lose market share and impact our financial position.

Our products are highly technical in nature, and in order to maintain and improve our market position, we depend on successful research and development activity to continue to improve our existing products and develop new products. We cannot be certain that we will have sufficient research and development capability to respond to changes in the industries in which we operate. These changes could include changes in the technological environment in which we currently operate, increased demand for products or the development of alternatives to our products. For example, the development of lighter-weight steel has made the use of steel in gas cylinders a more competitive alternative to aluminum than it had been previously. In addition, our superformed aluminum components compete with new high-performance composite materials developed for use in the aerospace industry. Without the timely introduction of new products or enhancements to existing products, our products could become obsolete over time, in which case our business, results of operations and financial condition could be adversely affected. In our efforts to develop and market new products and enhancements to our existing products, we may fail to identify new product opportunities successfully or develop and timely bring new products to market. We may also experience delays in completing development of, enhancements to or new versions of our products. In addition, product innovations may not achieve the market penetration or price stability necessary for profitability. In addition to benefiting from our research collaboration with universities, we spent $8.9 million, $6.3 million and $7.2 million in 2010, 2009 and 2008, respectively, on our own research and development activities. We expect to fund our future capital expenditure requirements through operating profit cash flows and restricted levels of indebtedness, but if operating profit decreases, we may not be able to invest in research and development or continue to develop new products or enhancements.

Some of our key operational equipment is relatively old and may need significant capital expenditures for repair or replacement.

High levels of maintenance and repair costs could result from the need to maintain our older plants, property and equipment, and machinery breakdowns could result in interruptions to the business causing lost production time and reduced output. Machinery breakdowns or equipment failures may hamper or cause delays in the production and delivery of products to our customers and increase our operating costs, thus reducing cash flow from operations. Any failure to deliver products to our customers in a timely manner could adversely affect our customer relationships and reputation. We already incur considerable expense on maintenance, including preventative maintenance, and repairs. Any failure to implement required investments, whether because of requirements to divert funds to repair existing physical infrastructure, debt service obligations, unanticipated liquidity constraints or other factors, could have a material effect on our business and on our ability to service our indebtedness. The breakdown of some of our older equipment, such as the rolling mill at our Madison, Illinois plant, would be very difficult to repair and costly should it need to be replaced.

Our operations may prove harmful to the environment, and any clean-up or other related costs could have a material adverse effect on our operating results or financial condition.

We are exposed to substantial environmental costs and liabilities, including liabilities associated with divested assets and prior activities performed on sites before we acquired an interest in them. Our operations, including the production and delivery of our products, are subject to a broad range of continually changing environmental laws and regulations in each of the jurisdictions in which we operate. These laws and regulations increasingly impose more stringent environmental protection standards on us

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and affect, among other things, air emissions, waste-water discharges, the use and handling of hazardous materials, noise levels, waste disposal practices, soil and groundwater contamination and environmental clean-up. Complying with these regulations involves significant and recurring costs. We have spent approximately $3.5 million between 2008 and 2010 on environmental remediation efforts, including with respect to investigations at the Redditch, United Kingdom site of our closed tubes plant and a landfill at our Swinton, United Kingdom site. See "Business—Environmental Matters." We estimate that environmental compliance and related matters at these and other sites will cost $1.9 million in 2011. See "Business— Environmental Matters" for details of our environmental management program and the environmental issues that we are currently addressing.

We cannot predict our future environmental liabilities and cannot assure investors that our management is aware of every fact or circumstance regarding potential liabilities or that the amounts provided and budgeted to address such liabilities will be adequate for all purposes. In addition, future developments, such as changes in regulations, laws or environmental conditions, may increase environmental costs and liabilities and could have a material adverse effect on our operating results and consolidated financial position in any given financial year, which could negatively affect our cash flows and hinder our ability to service our indebtedness.

The health and safety of our employees and the safe operation of our businesses is subject to various health and safety regulations in each of the jurisdictions in which we operate. These regulations impose various obligations on us, including the provision of safe working environments and employee training on health and safety matters. Complying with these regulations involves recurring costs.

Certain of our operations are highly regulated by different agencies, which require products to comply with their rules and procedures and can subject our operations to penalties or adversely affect production.

Certain of our operations are in highly regulated industries, which require us to maintain regulatory approvals and, from time to time, obtain new regulatory approvals from various countries. This can involve substantial time and expense. In turn, higher costs reduce our cash flow from operations. For example, manufacturers of gas cylinders throughout the world must comply with high local safety and health standards and obtain regulatory approvals in the markets where they sell their products. In addition, military organizations require us to comply with applicable government regulations and specifications when providing products or services to them directly or as subcontractors. In addition, we are required to comply with U.S. and other export regulations with respect to certain products and materials. The European Union has also passed legislation governing the registration, evaluation and authorization of chemicals, known as REACH, pursuant to which we are required to register chemicals and gain authorization for the use of certain substances. The European Union has also set out certain safety requirements for pressure equipment, with which we are required to comply in the manufacture of our portable fire extinguishers. Although we make reasonable efforts to obtain all the licenses and certifications that are required by countries in which we operate, there is always a risk that we may be found not to comply with certain required procedures. This risk grows with increased complexity and variance in regulations across the globe. Because the regulatory schemes vary by country, we may also be subject to regulations of which we are not presently aware and could be subject to sanctions by a foreign government that could materially and adversely affect our operations in the relevant country. For example, while our portable fire extinguishers are compliant with British safety standards, concerns have been raised by the Swedish and Danish authorities over whether they fulfill the requirements of the relevant European Union directive, which could result in our products being withdrawn from the market.

Governments and their agencies have considerable discretion to determine whether regulations have been satisfied. They may also revoke or limit existing licenses and certifications or change the laws and regulations to which we are subject at any time. If our operations fail to obtain, experience delays in obtaining or lose a needed certification or approval, we may not be able to sell our products to our

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customers, expand into new geographic markets or expand into new product lines, which will ultimately have a material adverse effect on our business, financial position and results of operations. In addition, new or more stringent regulations, if imposed, could have an adverse effect on our results of operations because we may experience difficulty or incur significant costs in connection with compliance with them. Non-compliance with these regulations could result in administrative, civil, financial, criminal or other sanctions against us, which could have negative consequences on our business and financial position. Furthermore, as we begin to operate in new countries, we may need to obtain new licenses, certifications and approvals.

New and pending legislation or regulation of carbon dioxide and other greenhouse gas emissions may have a material adverse impact on our results of operations, financial condition and cash flows.

Although we have a long-term strategy to improve our energy efficiency, our manufacturing processes, and the manufacturing processes of many of our suppliers and customers, are still energy intensive and use or generate, directly or indirectly, greenhouse gases, including carbon dioxide and sulphur hexafluoride. Political and scientific debates related to the impacts of emissions of carbon dioxide and other greenhouse gases on the global climate are ongoing. In recent years, new U.S. Environmental Protection Agency ("USEPA") rules, the European Union Emissions Trading Scheme and the CRC Energy Efficiency Scheme in the United Kingdom, each of which regulates greenhouse gas emissions from certain large industrial plants, have come into effect. While the ultimate impact of the new greenhouse gas emissions rules on our business is not yet known, it is possible that these new rules could have a material adverse effect on our results of operations and financial condition because of the costs of compliance. Additional regulation or legislation aimed at reducing carbon dioxide and greenhouse gas emissions, such as a "cap-and-trade program," is currently being considered, or has been adopted, by several states in the United States and globally. Such regulation or legislation, if adopted or enacted in a more demanding form, could also have a material adverse effect on our business, results of operations and financial condition.

Because of the nature and use of the products that we manufacture, we may in the future face large liability claims.

We are subject to litigation in the ordinary course of our business, which could be costly to us and which may arise in the future. We are exposed to possible claims for personal injury, death or property damage, which could result from a failure of a product manufactured by us or of a product integrating one of our products. For example, improperly manufactured gas cylinders may explode because of their failure to contain gases at high pressure, which can cause substantial personal and property damage. We also supply many components into aerospace applications, where the potential for significant liability exposures necessitates additional insurance costs.

Many factors beyond our control could lead to liability claims, including:

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The failure of a product manufactured by a third party that incorporated components manufactured by us;

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The reliability and skills of persons using our products or the products of our customers; and

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The use by customers of materials or products that we produced for applications for which the material or product was not designed.

If we cannot successfully defend ourselves against claims, we may incur substantial liabilities. Even successful defense would require significant financial and management resources. Regardless of the merits or eventual outcome, liability claims may result in:

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Decreased demand for our products;

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Reputational injury;

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Initiation of investigation by regulators;

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Costs to defend related litigation;

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Diversion of management time and resources;

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Compensatory damages and fines;

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Product recalls, withdrawals or labeling, marketing or promotional restrictions;

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Loss of revenue;

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Exhaustion of any available insurance and our capital resources; and

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A decline in our stock price.

We could be required to pay a material amount if a claim is made against us that is not covered by insurance or otherwise subject to indemnification, or that exceeds the insurance coverage that we maintain. Moreover, we do not currently carry insurance to cover the expense of product liability recalls, and litigation involving significant product recalls or product liability could have a material adverse effect on our financial condition or results of operations.

Our businesses could suffer if we lose certain of our employees or cannot attract and retain qualified employees.

We rely upon a number of key executives and employees, particularly Brian Purves, our Chief Executive, and other members of the executive management board. If these and certain other employees ceased to work for us, we would lose valuable expertise and industry experience and could become less profitable. In addition, future operating results depend in part upon our ability to attract and retain qualified engineering and technical personnel. As a result of intense competition for talent in the market, we cannot ensure that we will be able to continue to attract and retain such personnel. While our key employees are generally subject to non-competition agreements for a limited period of time following the end of their employment, if we were to lose the services of key executives or employees, it could have an adverse effect on operations, including our ability to maintain our technological position. We do not carry "key-man" insurance covering the loss of any of our executives or employees.

Any expansion or acquisition may prove risky.

As part of our strategy, we have and may continue to supplement organic growth by acquiring companies or operations engaged in similar or complementary businesses. If the consummation of acquisitions and integration of acquired companies and businesses diverts too much management attention from the operations of our core businesses, operating results could suffer. Any acquisition made could be subject to a number of risks, including:

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Failing to discover liabilities of the acquired company or business for which we may be responsible as a successor owner or operator, including environmental costs and liabilities;

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Difficulties associated with the assimilation of the operations and personnel of the acquired company or business;

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The loss of key personnel in the acquired company or business; and

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A negative impact on our financial statements resulting from an impairment of acquired intangible assets, the creation of provisions or write-downs.

We cannot ensure that every acquisition will ultimately provide the benefits originally anticipated.

We also face certain challenges as a result of organic growth. For example, in order to grow while maintaining or decreasing per unit costs, we will need to improve efficiency, effectively manage operations and employees and hire enough qualified technical personnel. We may not be able to adequately meet these challenges. Any failure to do so could result in costs increasing more rapidly than any growth in sales, thus resulting in lower operating income from which to finance operations and indebtedness. In addition, we may need to borrow money to complete acquisitions or finance organic growth, which will increase our debt service requirements. There can be no assurance that we will be able to do so in the future on favorable terms or at all.

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We could suffer a material interruption in our operations as a result of unforeseen events or operating hazards.

Our production facilities are located in a number of different locations throughout the world. Any of our facilities could suffer an interruption in production, either at separate times or at the same time, because of various and unavoidable occurrences, such as severe weather events (e.g., hurricanes, floods and earthquakes), from casualty events (e.g., explosions, fires or material equipment breakdown), from acts of terrorism, from pandemic disease, from labor disruptions or from other events (e.g., required maintenance shutdowns). For example, we recently incurred an estimated $0.3 million cost for roof repairs following storm damage at our Madison, Illinois plant, and our operations in California are subject to risks related to earthquakes. In addition, some of our products are highly flammable, and there is a risk of fire inherent in their production process. For example, in 2010, two furnaces were destroyed in a fire at our Madison, Illinois plant, and this is now subject to an insurance claim to recover the costs. Certain residents of the area near the plant recently filed claims against us in relation to damages allegedly resulting from the fire, and we are in the process of responding to these claims. In addition, the Illinois Attorney General filed a complaint against us in 2010 in relation to the incident that we have been responding to since then. Such hazards could cause personal injury or death, serious damage to or destruction of property and equipment, suspension of operations, substantial damage to the environment and/or reputational harm. This risk is particularly high in the production of fine magnesium powders, which are highly flammable and explosive in certain forms. Similar disruptions in the operations of our suppliers could materially affect our business and operations. Although we carry certain levels of business interruption insurance, the coverage on certain catastrophic events or natural disasters, including earthquakes, a failure of energy supplies and certain other events, is limited, and it is possible that the occurrence of such events may have a significant adverse impact on our business and, as a result, on our cash flows.

Employee strikes and other labor-related disruptions may adversely affect our operations.

Our business depends on a large number of employees who are members of various trade union organizations. Strikes or labor disputes with our employees may adversely affect our ability to conduct business. We cannot assure you that there will not be any strike, lock-out or material labor dispute in the future. Work interruptions or stoppages could have a material adverse effect on our business, results of operations and financial condition.

We could incur future liability claims arising from previous businesses now closed or sold.

We previously operated Baco Contracts, a building cladding contracting business, and although now closed, the warranties on several of the business' contracts have many years remaining, thereby exposing us to potential liabilities.

As a holding company, our main source of cash is distributions from our operating subsidiaries.

We, Luxfer Holdings PLC, conduct all of our operations through our subsidiaries. Accordingly, our main cash source is dividends from these subsidiaries. The ability of each subsidiary to make distributions depends on the funds that a subsidiary has from its operations in excess of the funds necessary for its operations, obligations or other business plans. Since our subsidiaries are wholly-owned by us, our claims will generally rank junior to all other obligations of the subsidiaries. If our operating subsidiaries are unable to make distributions, our growth may slow after the proceeds of this offering are exhausted, unless we are able to obtain additional debt or equity financing. In the event of a subsidiary's liquidation, there may not be assets sufficient for us to recoup our investment in the subsidiary.

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Our failure to perform under purchase or sale contracts could result in the payment of penalties to customers or suppliers, which could have a negative impact on our results of operations or financial condition.

A failure to perform under purchase or sale contracts could result in the payment of penalties to suppliers or customers, which could have a negative impact on our results of operations or financial condition. Certain contracts with suppliers may also obligate us to purchase a minimum product volume (clauses known as "take or pay") or contracts with customers may impose firm commitments for the delivery of certain quantities of products within certain time periods. The risk of incurring liability under a "take-or-pay" supply contract would be increased during an economic crisis, which would increase the likelihood of a sharp drop in demand for our products.

We could be adversely affected by violations of the U.K. Bribery Act, the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws.

The U.K. Bribery Act, the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws generally prohibit companies and their intermediaries from making or, in the case of the U.K. Bribery Act, receiving, improper payments to, or from, government officials or, in the case of the U.K. Bribery Act, third parties, for the purpose of obtaining or retaining business. Failing to prevent bribery is also an offence under the U.K. Bribery Act. Our policies mandate compliance with these laws. Despite our compliance program, we cannot assure you that our internal control policies and procedures will always protect us from reckless, negligent or improper acts committed by our employees or agents. The costs of complying with these laws or violations of these laws, or allegations of such violations, could have a negative impact on our business, results of operations and reputation.

We have a significant amount of indebtedness, which may adversely affect our cash flow and our ability to operate our business, remain in compliance with debt covenants, make payments on our indebtedness, pay dividends and respond to changes in our business or take certain actions.

As of September 30, 2011, we had approximately $138 million of indebtedness on a consolidated basis under our Term Loan, Revolving Credit Facility and senior secured notes due 2018 (the "Loan Notes due 2018"), all of which was secured debt.

Our indebtedness could have important consequences to you. For example, it could make it more difficult for us to satisfy obligations with respect to indebtedness, and any failure to comply with the obligations of any of our debt instruments, including financial and other restrictive covenants, could result in an event of default under agreements governing our indebtedness. Further, our indebtedness could require us to dedicate a substantial portion of available cash flow to pay principal and interest on our outstanding debt, which would reduce the funds available for working capital, capital expenditures, dividends, acquisitions and other general corporate purposes. Our indebtedness could also limit our ability to operate our business, including the ability to engage in strategic transactions or implement business strategies. Factors related to our indebtedness could materially and adversely affect our business and our results of operations. Furthermore, our interest expense could increase if interest rates rise because certain portions of our debt bear interest at floating rates. If we do not have sufficient cash flow to service our debt, we may be required to refinance all or part of our existing debt, sell assets, borrow more money or sell securities, none of which we can guarantee we will be able to do.

In addition, the agreements that govern the terms of our indebtedness contain, and any future indebtedness would likely contain, a number of restrictive covenants imposing significant operating and financial restrictions on us, including restrictions that may limit our ability to engage in acts that may be in our long-term best interests, including:

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Incur or guarantee additional indebtedness;

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Pay dividends (including to fund cash interest payments at different entity levels), or make redemptions, repurchases or distributions, with respect to ordinary shares or capital stock;

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Create or incur certain security interests;

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Make certain loans or investments;

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Engage in mergers, acquisitions, amalgamations, asset sales and sale and leaseback transactions; and

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Engage in transactions with affiliates.

These restrictive covenants are subject to a number of qualifications and exceptions. The operating and financial restrictions and covenants in our existing debt agreements and any future financing agreements may adversely affect our ability to finance future operations or capital needs or to engage in other business activities.

We may be able to incur significant additional indebtedness in the future. Although the agreements governing our indebtedness contain restrictions on the incurrence of certain additional indebtedness, these restrictions are subject to a number of important qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. If we incur new indebtedness, the related risks, including those described above, could intensify.

Risks related to the ADSs and this offering

As a new investor, you will experience substantial dilution as a result of this offering.

The public offering price per ADS will be substantially higher than the net tangible book value per ADS prior to the offering. Consequently, if you purchase ADSs in this offering at an assumed public offering price of $14.00, which is the midpoint of the price range set forth on the cover of this prospectus, you will incur immediate dilution of $9.54 per ADS as of September 30, 2011. For further information regarding the dilution resulting from this offering, please see the section entitled "Dilution." In addition, you may experience further dilution to the extent that additional ordinary shares are issued upon exercise of outstanding options. This dilution is due in large part to the fact that our earlier investors paid substantially less than the assumed initial public offering price when they purchased their ordinary shares.

There is no established trading market for the ADSs or ordinary shares.

This offering constitutes our initial public offering of ADSs, and no public market for the ADSs or ordinary shares currently exists. We have applied to list the ADSs on the New York Stock Exchange, and we expect our ADSs to be quoted on the New York Stock Exchange, subject to completion of customary procedures in the United States. Any delay in the commencement of trading of the ADSs on the New York Stock Exchange would impair the liquidity of the market for the ADSs and make it more difficult for holders to sell the ADSs.

If the ADSs are listed on the New York Stock Exchange and quoted on the New York Stock Exchange, there can be no assurance that an active trading market for the ADSs will develop or be sustained after this offering is completed. The initial offering price has been determined by negotiations among the selling shareholders, the lead underwriters and us. Among the factors considered in determining the initial offering price were our future prospects and the prospects of our industry in general, our revenue, net income and certain other financial and operating information in recent periods, and the financial ratios, market prices of securities and certain financial and operating information of companies engaged in activities similar to ours. However, there can be no assurance that following this offering the ADSs will trade at a price equal to or greater than the offering price.

29

In addition, the market price of the ADSs may be volatile. The factors below may have a material adverse effect on the market price of the ADSs:

•

Fluctuations in our results of operations;

•

Negative publicity;

•

Changes in stock market analyst recommendations regarding our company, the sectors in which we operate, the securities market generally and conditions in the financial markets;

•

Regulatory developments affecting our industry;

•

Announcements of studies and reports relating to our products or those of our competitors;

•

Changes in economic performance or market valuations of our competitors;

•

Actual or anticipated fluctuations in our quarterly results;

•

Conditions in the industries in which we operate;

•

Announcements by us or our competitors of new products, acquisitions, strategic relations, joint ventures or capital commitments;

•

Additions to or departures of our key executives and employees;

•

Fluctuations of exchange rates;

•

Release or expiry of lock-up or other transfer restrictions on our outstanding ordinary shares or ADSs; and

•

Sales or perceived sales of additional shares of the ADSs.

During recent years, securities markets in the United States and worldwide have experienced significant volatility in prices and trading volumes. This volatility could have a material adverse effect on the market price of the ADSs, irrespective of our results of operations and financial condition.

Substantial future sales of the ADSs in the public market, or the perception that these sales could occur, could cause the price of the ADSs to decline.

Additional sales of our ordinary shares or ADSs in the public market after this offering, or the perception that these sales could occur, could cause the market price of the ADSs to decline. Upon completion of this offering, we will have 13,916,432 ordinary shares outstanding. All ADSs sold in this offering will be freely transferable without restriction or additional registration under the U.S. Securities Act of 1933 (the "Securities Act"). A limited number of ordinary shares will be available for sale shortly after this offering since they are not subject to existing contractual and legal restrictions on resale. The remaining ordinary shares outstanding after this offering will be available for sale upon the expiration of the lock-up period, which expires 180 days after the date of this prospectus, subject to volume and other restrictions as applicable under Rule 144 under the Securities Act. Any or all of these shares may be released prior to expiration of the lock-up period at the discretion of the lead underwriters for this offering. To the extent shares are released before the expiration of the lock-up period and these shares are sold into the market, the market price of the ADSs could decline.

The concentration of our share ownership upon the completion of this offering will likely limit your ability to influence corporate matters.

We anticipate that our directors, members of our executive management board and significant shareholders will together beneficially own approximately 50% of our ordinary shares outstanding after this offering. As a result, these shareholders, acting together, could have control over matters that require approval by our shareholders, including the election of directors and approval of certain corporate actions. Corporate action might be taken even if other shareholders, including those who purchase ADSs in this offering, oppose them. This concentration of ownership might also have the effect of delaying or preventing a change of control of our company that other shareholders may view as beneficial.

30

Our management will have broad discretion over the use and investment of the net proceeds we receive in this offering and might not apply the proceeds in ways that increase the value of your investment.

You will not have the opportunity, as part of your investment decision, to assess whether we use the net proceeds appropriately. Our management will have considerable discretion in the application of the net proceeds from this offering. We intend to use the proceeds from this offering (i) to repay the entire amount outstanding under our Term Loan, which was $48.0 million as of September 30, 2011, (ii) to contribute approximately $25 million towards the purchase, to the extent commercially available, of insurance for our pension plans by our trustees thereof to reduce the volatility of our pension liabilities and (iii) for other general corporate purposes. The net proceeds received by us from this offering may be used in acquisitions or investments that do not produce income or which lose value, or could be applied in other ways that do not improve our operating results or increase the value of your investment in the ADSs.

We have no present intention to pay dividends on our ordinary shares in the foreseeable future and, consequently, your only opportunity to achieve a return on your investment during that time is if the price of the ADSs appreciates.

Our board of directors has complete discretion as to whether to recommend the payment of dividends. Any recommendation by our board to pay dividends will depend on many factors, including our financial condition, results of operations, legal requirements and other factors. In addition, our Revolving Credit Facility, Term Loan and Loan Notes due 2018 limit our ability to pay dividends or make other distributions on our shares, and in the future we may become subject to debt instruments or other agreements that further limit our ability to pay dividends. Under English law, any payment of dividends would be subject to the Companies Act 2006 of England and Wales (the "Companies Act"), which requires, among other things, that we can only pay dividends on ordinary shares out of profits available for distribution determined in accordance with the Companies Act. The return on your investment in the ADSs will likely depend entirely on the appreciation in value of the ADSs. Accordingly, if the price of the ADSs falls in the foreseeable future, you may incur a loss on your investment, without the likelihood that this loss will be offset in part or at all by potential future cash dividends.

You may not have the same voting rights as the holders of our ordinary shares and may not receive voting materials in time to be able to exercise your right to vote.

Except as described in this prospectus, holders of the ADSs will not be able to exercise voting rights attaching to the ordinary shares evidenced by the ADSs on an individual basis. Holders of the ADSs will appoint the depositary or its nominee as their representative to exercise the voting rights attaching to the ordinary shares represented by the ADSs. You may not receive voting materials in time to instruct the depositary to vote, and it is possible that you, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote.

You may not receive distributions on our ordinary shares represented by the ADSs or any value for them if it is illegal or impractical to make them available to holders of ADSs.

The depositary for the ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on our ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of our ordinary shares your ADSs represent. However, the depositary may decide that it is unlawful or impractical to make a distribution available to any holders of ADSs. We have no obligation to take any other action to permit the distribution of the ADSs, ordinary shares, rights or anything else to holders of the ADSs. This means that you may not receive the distributions we make on our ordinary shares or any value from them if it is illegal or impractical to make them available to you. These restrictions may have a material adverse effect on the value of your ADSs.

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You may be subject to limitations on the transfer of your ADSs.

Your ADSs, which may be evidenced by American depositary receipts ("ADRs"), are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems expedient in connection with the performance of its duties. The depositary may refuse to deliver, transfer or register transfers of your ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary think it is advisable to do so because of any requirement of law, government or governmental body, or under any provision of the deposit agreement, or for any other reason.

As a foreign private issuer, we are exempt from a number of rules under the U.S. securities laws and are permitted to file less information with the Securities and Exchange Commission than a U.S. company. This may limit the information available to holders of the ADSs.

We are a "foreign private issuer," as defined in the Securities and Exchange Commission's ("SEC") rules and regulations and, consequently, we are not subject to all of the disclosure requirements applicable to companies organized within the United States. For example, we are exempt from certain rules under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act. In addition, our officers and directors are exempt from the reporting and "short-swing" profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of our securities. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies. Accordingly, there may be less publicly available information concerning our company than there is for U.S. public companies.

As a foreign private issuer, we are not subject to certain New York Stock Exchange corporate governance rules applicable to U.S. listed companies.

We rely on a provision in the New York Stock Exchange's Listed Company Manual that allows us to follow English corporate law and the Companies Act with regard to certain aspects of corporate governance. This allows us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on the New York Stock Exchange.

For example, we are exempt from New York Stock Exchange regulations that require a listed U.S. company, among other things, to:

•

Have a majority of the board of directors consist of independent directors;

•

Require non-management directors to meet on a regular basis without management present;

•

Establish a nominating and compensation committee composed entirely of independent directors, although recently proposed SEC rules will likely require us to establish an independent compensation committee in the near future;

•

Adopt and disclose a code of business conduct and ethics for directors, officers and employees; and

•

Promptly disclose any waivers of the code for directors or executive officers that should address certain specified items.

In accordance with our New York Stock Exchange listing, our Audit Committee is required to comply with the provisions of Section 301 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and Rule 10A-3 of the Exchange Act, both of which are also applicable to New York Stock Exchange-listed U.S.

32

companies. Because we are a foreign private issuer, however, our Audit Committee is not subject to additional New York Stock Exchange requirements applicable to listed U.S. companies, including:

•

An affirmative determination that all members of the Audit Committee are "independent," using more stringent criteria than those applicable to us as a foreign private issuer;

•

The adoption of a written charter specifying, among other things, the audit committee's purpose and including an annual performance evaluation; and

•

The review of an auditor's report describing internal quality-control issues and procedures and all relationships between the auditor and us.

Furthermore, the New York Stock Exchange's Listed Company Manual requires listed U.S. companies to, among other things, seek shareholder approval for the implementation of certain equity compensation plans and issuances of common stock.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

We are a "foreign private issuer," as such term is defined in Rule 405 under the Securities Act, and, therefore, we are not required to comply with all the periodic disclosure and current reporting requirements of the Exchange Act and related rules and regulations. Under Rule 405, the determination of foreign private issuer status is made annually on the last business day of an issuer's most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on June 30, 2012. There is a risk that we will lose our foreign private issuer status.

In the future, we would lose our foreign private issuer status if, for example, more than 50% of our assets are located in the United States and we continue to fail to meet additional requirements necessary to maintain our foreign private issuer status. As of September 30, 2011, 49.1% of our assets were located in the United States. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly more than costs we incur as a foreign private issuer. If we are not a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive in certain respects than the forms available to a foreign private issuer. We would be required under current SEC rules to prepare our financial statements in accordance with U.S. generally accepted accounting principles and modify certain of our policies to comply with corporate governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers such as the ones described above and exemptions from procedural requirements related to the solicitation of proxies.

If we fail to establish or maintain an effective system of internal controls, we may be unable to accurately report our financial results or prevent fraud, and investor confidence and the market price of our shares may, therefore, be adversely impacted.

We will be subject to reporting obligations under U.S. securities laws. Our reporting obligations as a public company will place a significant strain on our management, operational and financial resources and systems for the foreseeable future. Beginning with our annual report on Form 20-F for the fiscal year ending December 31, 2012, our management and our independent registered public accounting firm will be required to report on the effectiveness of our internal controls over financial reporting as required by Section 404 of the Sarbanes-Oxley Act, in preparation for which we will need to perform system and process evaluation and testing of our internal controls over financial reporting.

Prior to this offering, we have been an unlisted public company with a limited number of accounting personnel and other resources with which to address our internal controls and procedures. In connection with the offering, we have been implementing a number of measures to improve our internal control over

33

financial reporting in order to obtain reasonable assurance regarding the reliability of our financial statements. Although we have not, using our current procedures, identified any material weaknesses or significant deficiencies relating to our internal controls over financial reporting, we have not yet fully implemented a system of internal controls over financial reporting that complies with the requirements of Section 404 of the Sarbanes-Oxley Act. We do not currently have a full-time internal audit function.

We intend to implement measures to improve our internal controls over financial reporting to meet the deadline imposed by Section 404 of the Sarbanes-Oxley Act. If we fail to timely implement, and maintain the adequacy of, our internal controls, we may not be able to conclude that we have effective internal control over financial reporting. Moreover, effective internal control over financial reporting is necessary for us to produce reliable financial reports and is important to help prevent fraud. As a result, our failure to achieve and maintain effective internal control over financial reporting could result in the loss of investor confidence in the reliability of our financial statements, which in turn could harm our business and negatively impact the market price of the ADSs or ordinary shares. Furthermore, we anticipate that we will incur considerable costs and use significant management time and other resources in an effort to comply with Section 404 of the Sarbanes-Oxley Act.

We will incur significant increased costs as a result of operating as a company whose shares are publicly traded in the United States, and our management will be required to devote substantial time to new compliance initiatives.

As a company whose ADSs will be publicly traded in the United States, we will incur significant legal, accounting, insurance and other expenses that we did not previously incur. In addition, the Sarbanes-Oxley Act, Dodd Frank Wall Street Reform, Consumer Protection Act and related rules implemented by the SEC and the New York Stock Exchange, have imposed various requirements on public companies including requiring establishment and maintenance of effective disclosure and financial controls. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of the ADSs, fines, sanctions and other regulatory action and potentially civil litigation.

U.S. investors may have difficulty enforcing civil liabilities against our company, our directors or members of senior management and the experts named in this prospectus.

A number of our directors and members of senior management, those of certain of our subsidiaries and the experts named in this prospectus are non-residents of the United States, and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may not be possible to serve process on such persons or us in the United States or to enforce judgments obtained in U.S. courts against them or us based on civil liability provisions of the securities laws of the United States. Cleary Gottlieb Steen & Hamilton LLP, our English solicitors, has also advised us that there is doubt as to whether English courts would enforce certain civil liabilities under U.S. securities laws in original actions or judgments of U.S. courts based upon these civil liability provisions. In addition, awards of punitive damages in actions brought in the United States or elsewhere may be unenforceable in the United Kingdom. An award for monetary damages under the U.S. securities laws would be considered punitive if it does not seek to compensate the claimant for loss or damage suffered and is intended to punish the defendant. The enforceability of any judgment in the United Kingdom will depend on the particular facts of the case as well as the laws and treaties in effect at the time. The United States and the United Kingdom do not currently

34

have a treaty providing for recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters.

The rights of our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation.

We are incorporated under English law. The rights of holders of ordinary shares and, therefore, certain of the rights of holders of ADSs, are governed by English law, including the provisions of the Companies Act, and, upon adoption, by our Amended Articles. These rights differ in certain respects from the rights of shareholders in typical U.S. corporations. See "Description of Share Capital—Differences in Corporate Law" for a description of the principal differences between the provisions of the Companies Act applicable to us and, for example, the Delaware General Corporation Law relating to shareholders' rights and protections.

35

Presentation of Financial and Other Information

Financial Statements

Our consolidated financial statements as of December 31, 2010 and 2009 and January 1, 2009 and for each of the years ended December 31, 2010, 2009 and 2008 have been audited, as stated in the report appearing herein, and are included in this prospectus and referred to as our audited consolidated financial statements. Our consolidated financial statements as of September 30, 2011 and September 30, 2010 and for the nine month periods ended September 30, 2011 and September 30, 2010 are unaudited, and are included in this prospectus and referred to as our unaudited interim financial statements. We have prepared these financial statements and other financial data included herein in accordance with IFRS-IASB for those periods.

Market Share and Other Information

Statements we make in this prospectus concerning our market position are not based on independent, public reports or data. Instead, such statements are based on internal company analyses that we believe are reliable. While we are not aware of any misstatements regarding any industry or similar data presented herein, such data involve risks and uncertainties and are subject to change based on various factors, including those discussed under the "Risk Factors" section in this prospectus.

Trademarks

We have proprietary rights to trademarks used in this prospectus, which are important to our business. We have omitted the "®" and "™" designations for certain trademarks, but nonetheless reserve all rights to them. Each trademark, trade name or service mark of any other company appearing in this prospectus belongs to its respective holder.

Terms

In this prospectus, unless the context otherwise requires, the terms:

•

"billet" means ingots cast into a round form suitable for processing on an extrusion press.

•

"extrusions" mean lengths of aluminum or magnesium of constant cross-section formed by squeezing heated billets through a steel die. The cross-section can be a complex profile, tube, rod or bar.

•

"ingot" means a metal that is cast into a shape suitable for further processing.

•

"Luxfer," the "Group," the "company," "we," "us" and "our" refer to Luxfer Holdings PLC and its consolidated subsidiaries.

•

"primary aluminum" means aluminum, usually in ingot form, that has been produced from alumina in a smelting process; also known as "virgin" aluminum.

•

"primary magnesium" means magnesium, usually in ingot form, produced from ore in a smelting process.

•

"U.S. dollar" or "$" means the legal currency of the United States.

•

"western world" means all countries in the world except those in Asia.

•

"zirconium compounds" mean reactive zirconium chemicals and chemically-derived oxides manufactured from zircon sand.

36

Forward-Looking Statements

This prospectus contains estimates and forward-looking statements, principally in "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business." Some of the matters discussed concerning our operations and financial performance include estimates and forward-looking statements within the meaning of the Securities Act and the Exchange Act.

These forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors that could cause our actual results of operations, financial condition, liquidity, performance, prospects, opportunities, achievements or industry results, as well as those of the markets we serve or intend to serve, to differ materially from those expressed in, or suggested by, these forward-looking statements. These forward-looking statements are based on assumptions regarding our present and future business strategies and the environment in which we expect to operate in the future. Important factors that could cause those differences include, but are not limited to:

•

future revenues being lower than expected;

•

increasing competitive pressures in the industry;

•

general economic conditions or conditions affecting demand for the services offered by us in the markets in which it operates, both domestically and internationally, being less favorable than expected;

•

the significant amount of indebtedness we have incurred and may incur and the obligations to service such indebtedness and to comply with the covenants contained therein;

•

contractual restrictions on the ability of Luxfer Holdings PLC to receive dividends or loans from certain of its subsidiaries;

•

fluctuations in the price of raw materials and utilities;

•

currency fluctuations and hedging risks;

•

worldwide economic and business conditions and conditions in the industries in which we operate;

•

relationships with our customers and suppliers;

•

increased competition from other companies in the industries in which we operate;

•

changing technology;

•

claims for personal injury, death or property damage arising from the use of products produced by us;

•

the occurrence of accidents or other interruptions to our production processes;

•

changes in our business strategy or development plans, and our expected level of capital expenditures;

•

our ability to attract and retain qualified personnel;

•

regulatory, environmental, legislative and judicial developments; and

•

factors that are not known to us at this time.

Additional factors that could cause actual results, financial condition, liquidity, performance, prospects, opportunities, achievements or industry results to differ materially include, but are not limited to, those discussed under "Risk Factors." Additional risks that we may currently deem immaterial or that are not presently known to us could also cause the forward-looking events discussed in this prospectus not to occur. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar words are intended to identify estimates and forward-looking statements. Estimates and forward-looking statements speak only at the date they were made, and we undertake no obligation to update or to review any estimate and/or forward-looking statement because of new information, future events or other factors. Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future performance. Our future results may differ materially from those expressed in these estimates and forward-looking statements. In light of the risks and uncertainties described above, the estimates and forward-

37

looking statements discussed in this prospectus might not occur and our future results and our performance may differ materially from those expressed in these forward-looking statements due to, inclusive, but not limited to, the factors mentioned above. Because of these uncertainties, you should not make any investment decision based on these estimates and forward-looking statements.

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Use of Proceeds

We expect to receive total estimated net proceeds from this offering of approximately $100.0 million, based on the midpoint of the range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and estimated expenses of the offering payable by us. Each $1.00 increase (decrease) in the public offering price per ADS would increase (decrease) our net proceeds, after deducting estimated underwriting discounts and offering expenses, by approximately $7.4 million. We will not receive any proceeds from the sale of ADSs by the selling shareholders or the exercise of the overallotment option by the underwriters.

We intend to use the net proceeds of this offering received by us (i) to repay the entire amount outstanding under our Term Loan, which was $48.0 million as of September 30, 2011, (ii) to contribute approximately $25 million towards the purchase, to the extent commercially available, of insurance for our pension plans by our trustees thereof to reduce the volatility of our pension liabilities and (iii) for other general corporate purposes. The commercial availability of the purchase of such insurance depends on market conditions, which would determine the amount of our required contribution. We believe that a contribution amount of approximately $25 million, which would be the most we currently expect we would contribute for the purchase of such insurance, is commercially reasonable and has been commercially available in the past year. We, in conjunction with the pension trustees, intend to monitor market conditions for the next opportunity for the purchase of such insurance.

Loans drawn under our Term Loan are repayable in full on or before May 6, 2015. Our indebtedness under the Term Loan bears interest at EURIBOR, in the case of amounts drawn in euros, or LIBOR, in the case of amounts drawn in pound sterling or U.S. dollars, plus an applicable margin that is set at 2.5% per annum until June 15, 2012 and then every quarter end thereafter at between 1.75% and 2.75% per annum depending on Luxfer Holdings PLC's net debt to EBITDA ratio plus mandatory costs (if any).

The amount of net proceeds devoted to the foregoing uses may vary from these amounts, and we may devote some or all of the net proceeds of the offering to other uses as a result of changing business conditions or other developments subsequent to the offering. See "Risk Factors—Risks related to the ADSs and this offering—Our management will have broad discretion over the use and investment of the net proceeds we receive in this offering and might not apply the proceeds in ways that increase the value of your investment."

See "Capitalization" for information on the impact of the net proceeds of this offering on our financial condition.

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Capitalization

The following table presents our cash and cash equivalents and consolidated capitalization as of September 30, 2011:

•

on an actual basis derived from our unaudited interim financial statements; and

•

on an as adjusted basis to give effect to (i) the sale by us of 8,035,714 ADSs in this offering at an offering price of $14.00 per ADS (the midpoint of the range set forth on the cover page of this prospectus), after deduction of the underwriting discount and estimated offering expenses payable by us in connection with this offering and (ii) the repayment of the entire outstanding amount under our Term Loan, assuming the outstanding amount of $48.0 million as of September 30, 2011. We have shown the net proceeds of the offering after repayment of the outstanding amount under our Term Loan in the line items cash and short term deposits and total equity pending the application of such proceeds by us.

You should read this table in conjunction with our financial statements and the related notes and with the sections entitled "Selected Consolidated Financial Data," "Unaudited Pro Forma Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in this prospectus.

			As of September 30, 2011
			Actual			As Adjusted
			(in $ millions)
Cash and short term deposits			$	8.3		$	60.3
Current bank and other loans:
	Term Loan(3)			1.6			—
	Revolving Credit Facility			1.2			1.2
Non-current bank and other loans:
	Loan Notes due 2018			63.4			63.4
	Term Loan(3)			44.4			—
	Revolving Credit Facility			27.5			27.5
Total non-current bank and other loans(1)(2)(3)				138.1			92.1
Equity:
	Ordinary share capital(4)			19.6			26.0
	Deferred share capital			150.9			150.9
	Share premium account(5)			—			93.6
	Retained earnings(3)			256.6			254.6
	Own shares held by ESOP			(0.6	)		(0.6	)
	Hedging reserve			0.1			0.1
	Translation reserve			(29.9	)		(29.9	)
	Merger reserve(6)			(333.8	)		(333.8	)
Total equity				62.9			160.9
		Total capitalization	$	201.0		$	253.0

⁽¹⁾

No third party has guaranteed any of our debt.

⁽²⁾

Our Loan Notes due 2018, Term Loan and Revolving Credit Facility are secured.

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⁽³⁾

The as adjusted column reflects the repayment of the full amount drawn on the Term Loan of $48.0 million as of September 30, 2011. In addition, the as adjusted column reflects the deferred finance costs relating to the Term Loan of $2.0 million being recorded against retained earnings.

⁽⁴⁾

The as adjusted ordinary share capital of $26.0 million reflects the increase for the issuance and sale by us of 8,035,714 ADSs pursuant to this initial public offering based on a nominal value of £1 per ordinary share ($1.6 per ordinary share at the assumed exchange rate of £1: $1.60). The adjusted ordinary share capital does not reflect (i) any future grants under the proposed Long-Term Umbrella Incentive Plan or Non-Executive Directors Equity Incentive Plan, which will represent up to a maximum of 5% of our outstanding share capital following this offering or (ii) the proposed award by us to non-executive directors and certain of our key executives in connection with this offering of standalone grants of options to buy ADSs representing in the aggregate up to a maximum of 3% of our outstanding share capital following this offering.

⁽⁵⁾

The as adjusted share premium account of $93.6 million includes the premium arising from the issuance and sale by us of 8,035,714 ADSs pursuant to this offering based on the initial public offering price of $14.00 per ADS (the midpoint of the range set forth on the cover page of this prospectus) (total premium of $106.1 million) after deduction of the underwriting discount and estimated offering expenses payable by us in connection with the offering of new ADSs of $12.5 million.

⁽⁶⁾

The merger reserve relates to the recapitalization of the original Luxfer Group Limited in April 1999 (the "1999 Recapitalization"). See "Note 18—Reserves" to our audited consolidated financial statements.

A $1.00 increase or decrease in the assumed initial public offering price per ADS would increase or decrease as adjusted total equity and total capitalization by approximately $7.4 million, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

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Unaudited Pro Forma Financial Data

The following unaudited pro forma financial data presents our pro forma unaudited consolidated statements of income data for the year ended December 31, 2010 and the nine month period ended September 30, 2011. The pro forma consolidated statement of income data for these periods is presented showing adjustments for (1) the sale by us of ADSs pursuant to this offering and (2) the application of the estimated net proceeds from this offering to repay $48.0 million of indebtedness as if this offering and the repayment of such amount of indebtedness had occurred on January 1, 2010.

This financial data should be read in conjunction with our unaudited interim financial statements and the related notes, our audited consolidated financial statements and the related notes, "Selected Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Use of Proceeds" included in this prospectus.

42

Pro Forma Consolidated Statement of Income Data

Year Ended December 31, 2010

		Year Ended December 31, 2010				Year Ended December 31, 2010
				Pro Forma Adjustments(1)(2)
		Historical				Pro Forma
		(in $ millions, except share and per share data)
		(audited)		(unaudited)		(unaudited)
Revenue:
	Elektron	$203.5		—		$203.5
	Gas Cylinders	199.2		—		199.2
Total revenue from continuing operations		$402.7		—		$402.7
Cost of sales		(305.1	)	—		(305.1	)
Gross profit		97.6		—		97.6
Other income/(costs)		0.1		—		0.1
Distribution costs		(7.4	)	—		(7.4	)
Administrative expenses		(44.5	)	—		(44.5	)
Share of start-up costs of joint venture		(0.1	)	—		(0.1	)
Restructuring and other income (expense)(3)		(0.8	)	—		(0.8	)
Operating profit		$44.9		—		$44.9
Disposal costs of intellectual property(3)		(0.4	)	—		(0.4	)
Exceptional gain on Senior Note exchange		—		—		—
Finance income:
	Interest received	0.2		—		0.2
	Gain on purchase of own debt(3)	0.5		—		0.5
Finance costs:
	Interest costs(4)	(9.6	)	3.3		(6.3	)
	Preference share dividend	—		—		—
Profit on operations before taxation		$35.6		3.3		$38.9
Tax expense(5)		(9.9	)	(1.3	)	(11.2	)
Profit after taxation on continuing operations		25.7		2.0		27.7
Loss from discontinued activities		—		—		—
Profit for the period and year		$25.7		2.0		$27.7
Profit for the period and year attributable to controlling interests		$25.7		2.0		$27.7
Profit for the period and year attributable to non controlling interest		—		—		—
Profit from continuing and discontinued operations per ordinary share(6)(7):
	Basic	$2.61				$2.34
	Diluted	$2.59				$2.33
Profit from continuing operations per ordinary share(6)(7):
	Basic	$2.61				$2.34
	Diluted	$2.59				$2.33
Weighted average ordinary shares outstanding(6)(7):
	Basic	9,851,204		1,986,729		11,837,933
	Diluted	9,919,104		1,986,729		11,905,833

⁽¹⁾

Assumes that the following transactions had occurred on January 1, 2010: (a) the issuance and sale by us of 8,035,714 ADSs (representing 4,017,857 ordinary shares) pursuant to this offering based on the initial public offering price of $14.00 per ADS (the midpoint of the range set forth on the cover page of this prospectus), raising $100.0 million of net proceeds after deducting estimated underwriting discounts and offering expenses of $12.5 million and (b) the repayment of $48.0 million of indebtedness with the

43

proceeds from (a) above, which for the purposes of this pro forma financial data is assumed to be a part repayment in the amount of $48.0 million of the Senior Notes due 2012 that were redeemed on June 15, 2011 rather than the repayment of the Term Loan as described under "Use of Proceeds." The Term Loan was entered into as part of a refinancing that closed on June 15, 2011, and its proceeds were used towards the redemption of the Senior Notes due 2012. The pro forma adjustments do not reflect (i) any future grants under the proposed Long-Term Umbrella Incentive Plan or Non-Executive Directors Equity Incentive Plan, which will represent up to a maximum of 5% of our outstanding share capital following this offering or (ii) the proposed award by us to non-executive directors and certain of our key executives in connection with this offering of standalone grants of options to buy ADSs representing in the aggregate up to a maximum of 3% of our outstanding share capital following this offering.

⁽²⁾

The pro forma financial data does not include the potential beneficial effects of any investment income received on any surplus proceeds from the initial public offering, nor reduced interest costs from the use of surplus proceeds to reduce any outstanding drawings under the Revolving Credit Facility.

⁽³⁾

For further information, see "Note 4—Restructuring and other income (expense)" to our audited consolidated financial statements and our unaudited interim financial statements.

⁽⁴⁾

Reflects an effective interest rate on the Senior Notes due 2012 for the year ended December 31, 2010 of 6.7813%, which was based on six-month LIBOR plus a margin of 5.5%. The pro forma effect of repaying $48.0 million of the Senior Notes due 2012 at January 1, 2010 was to reduce interest costs by $3.3 million for the year ended December 31, 2010.

⁽⁵⁾

Assumes an effective tax rate of 27.8% for the year ended December 31, 2010 for the related income tax effect. The effective tax rate of 27.8% was our historic effective tax rate during the year ended December 31, 2010.

⁽⁶⁾

For further information, see "Note 9—Earnings per share" to our audited consolidated financial statements. We calculate earnings per share in accordance with IAS 33. Basic earnings per share is calculated based on the weighted average ordinary shares outstanding for the period presented. The weighted average of ordinary shares outstanding is calculated by time-apportioning the shares outstanding during the year. For the purpose of calculating diluted earnings per share, the weighted average ordinary shares outstanding during the period presented has been adjusted for the dilutive effect of all share options granted to employees. In calculating the diluted weighted average ordinary shares outstanding, there are no shares that have not been included for anti-dilution reasons.

⁽⁷⁾

With respect to the pro forma earnings per share data, the pro forma adjustment to the weighted average ordinary shares outstanding represents the number of ordinary shares that would need to be issued to raise sufficient proceeds to repay $48.0 million of indebtedness. The proceeds required to repay $48.0 million of indebtedness would be $55.6 million before deducting related underwriting discounts and offering expenses of $7.6 million, and would therefore require 3,973,458 ADSs (or 1,986,729 ordinary shares) based on the initial public offering price of $14.00 per ADS (or $28.00 per ordinary share), which is the midpoint of the range set forth on the cover page of this prospectus.

44

Nine Months Ended September 30, 2011

		Nine Months Ended September 30, 2011				Nine Months Ended September 30, 2011
				Pro Forma Adjustments(1)(2)(3)
		Historical				Pro Forma
		(in $ millions, except share and per share data)
		(unaudited)		(unaudited)		(unaudited)
Revenue:
	Elektron	$218.6		—		$218.6
	Gas Cylinders	166.3		—		166.3
Total revenue from continuing operations		$384.9		—		$384.9
Cost of sales		(290.3	)	—		(290.3	)
Gross profit		94.6		—		94.6
Other income/(costs)		0.8		—		0.8
Distribution costs		(5.8	)	—		(5.8	)
Administrative expenses		(38.0	)	—		(38.0	)
Share of start-up costs of joint venture		(0.1	)	—		(0.1	)
Restructuring and other income (expense)(4)		1.6		—		1.6
Operating profit		$53.1		—		$53.1
Disposal costs of intellectual property(4)		(0.2	)	—		(0.2	)
Exceptional gain on Senior Note exchange		—		—		—
Finance income:
	Interest received	0.1		—		0.1
	Gain on purchase of own debt(4)	—		—		—
Finance costs:
	Interest costs(5)	(7.1	)	2.0		(5.1	)
	Preference share dividend	—		—		—
Profit on operations before taxation		$45.9		2.0		$47.9
Tax expense(6)		(13.7	)	(0.5	)	(14.2	)
Profit after taxation on continuing operations		32.2		1.5		33.7
Loss from discontinued activities		—		—		—
Profit for the period and year		$32.2		1.5		$33.7
Profit for the period and year attributable to controlling interests		$32.2		1.5		$33.7
Profit for the period and year attributable to non controlling interest		—		—		—
Profit from continuing and discontinued operations per ordinary share(7)(8):
	Basic	$3.26				$2.84
	Diluted	$3.23				$2.82
Profit from continuing operations per ordinary share(7)(8):
	Basic	$3.26				$2.84
	Diluted	$3.23				$2.82
Weighted average ordinary shares outstanding(7)(8):
	Basic	9,884,026		1,986,729		11,870,755
	Diluted	9,981,436		1,986,729		11,968,165

⁽¹⁾

Assumes that the following transactions had occurred on January 1, 2010: (a) the issuance and sale by us of 8,035,714 ADSs (representing 4,017,857 ordinary shares) pursuant to this offering based on the initial public offering price of $14.00 per ADS (the midpoint of the range set forth on the cover page of this prospectus), raising $100.0 million of net proceeds after deducting estimated underwriting discounts and offering expenses of $12.5 million and (b) the repayment of $48.0 million of indebtedness with the proceeds from (a) above, which for the purposes of this pro forma financial data is assumed to be a part

45

repayment in the amount of $48.0 million of the Senior Notes due 2012 that were redeemed on June 15, 2011 rather than the repayment of the Term Loan as described under "Use of Proceeds" for the period January 1, 2011 to June 15, 2011 and the repayment of the Term Loan of $48.0 million for the period June 15, 2011 to September 30, 2011. The Term Loan was entered into as part of a refinancing that closed on June 15, 2011, and its proceeds were used towards the redemption of the Senior Notes due 2012. The pro forma adjustments do not reflect (i) any future grants under the proposed Long-Term Umbrella Incentive Plan or Non-Executive Directors Equity Incentive Plan, which will represent up to a maximum of 5% of our outstanding share capital following this offering or (ii) the proposed award by us to non-executive directors and certain of our key executives in connection with this offering of standalone grants of options to buy ADSs representing in the aggregate up to a maximum of 3% of our outstanding share capital following this offering.

⁽²⁾

The pro forma financial data does not include the potential beneficial effects of any investment income received on any surplus proceeds from the initial public offering, nor reduced interest costs from any use of surplus proceeds to reduce outstanding drawings under the Revolving Credit Facility.

⁽³⁾

As of September 30, 2011, following the June 15, 2011 refinancing, deferred finance costs relating to the Term Loan of $2.0 million have been included on the historical balance sheet under "current bank and other loans" and "non-current bank and other loans." On repayment of the full amount of the Term Loan as described in (1) above, the deferred costs of $2.0 million will be charged to our consolidated income statement.

⁽⁴⁾

For further information, see "Note 4—Restructuring and other income (expense)" to our audited consolidated financial statements and our unaudited interim financial statements.

⁽⁵⁾

Reflects an effective interest rate on the Senior Notes due 2012 for the period January 1, 2011 to June 15, 2011 of 6.5525%, which was based on six-month LIBOR plus a margin of 5.5%. The pro forma effect of repaying $48.0 million of the Senior Notes due 2012 during this period was to reduce interest costs by $1.5 million. In addition, the repayment of the Term Loan of $48.0 million for the period June 15, 2011 to September 30, 2011 was to reduce further interest costs by $0.5 million.

⁽⁶⁾

Assumes an effective tax rate of 29.8% for the nine months ended September 30, 2011 for the related income tax effect. The effective tax rate of 29.8% was our historic effective tax rate during the nine months ended September 30, 2011.

⁽⁷⁾

For further information, see "Note 5—Earnings per share" to our unaudited interim consolidated financial statements. We calculate earnings per share in accordance with IAS 33. Basic earnings per share is calculated based on the weighted average ordinary shares outstanding for the period presented. The weighted average of ordinary shares outstanding is calculated by time-apportioning the shares outstanding during the year. For the purpose of calculating diluted earnings per share, the weighted average ordinary shares outstanding during the period presented has been adjusted for the dilutive effect of all share options granted to employees. In calculating the diluted weighted average ordinary shares outstanding, there are no shares that have not been included for anti-dilution reasons.

⁽⁸⁾

With respect to the pro forma earnings per share data, the pro forma adjustment to the weighted average ordinary shares outstanding represents the number of ordinary shares that would need to be issued to raise sufficient proceeds to repay $48.0 million of indebtedness. The proceeds required to repay $48.0 million of indebtedness would be $55.6 million before deducting related underwriting discounts and offering expenses of $7.6 million, and would therefore require 3,973,458 ADSs (or 1,986,729 ordinary shares) based on the initial public offering price of $14.00 per ADS (or $28.00 per ordinary share), which is the midpoint of the range set forth on the cover page of this prospectus.

46

Dilution

If you invest in the ADSs, your interest will be diluted to the extent of the difference between the initial public offering price per ADS and our net tangible book value per ADS after this offering. Dilution results from the fact that the initial public offering price per ordinary share underlying our ADSs is substantially in excess of the net tangible book value per ordinary share. Our net tangible book value as of September 30, 2011 was approximately $2.62 per ordinary share and $1.31 per ADS. Net tangible book value per share represents the amount of total tangible assets, minus the amount of total liabilities, divided by the total number of ordinary shares outstanding. Dilution is determined by subtracting net tangible book value per ordinary share from the assumed initial public offering price per ordinary share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Without taking into account any other changes in such net tangible book value after September 30, 2011, other than to give effect to our sale of ADSs offered in this offering at the assumed initial public offering price of $14.00 per ADS after deduction of underwriting discounts and commissions and estimated offering expenses payable by us, our adjusted net tangible book value as of September 30, 2011 would have been $8.91 per outstanding ordinary share, including ordinary shares underlying our outstanding ADSs, or $4.46 per ADS. This represents an immediate increase in net tangible book value of $6.29 per ordinary share, or $3.15 per ADS, to existing shareholders and an immediate dilution in net tangible book value of $19.09 per ordinary share, or $9.54 per ADS, to purchasers of ADSs in this offering. The following table presents this dilution to new investors purchasing ADSs in the offering:

	As of September 30, 2011
	(per ADS) (in $)
Initial public offering price	$	14.00
Net tangible book value as of September 30, 2011		1.31
Increase in net tangible book value attributable to new investors		3.15
As adjusted net tangible book value immediately after the offering		4.46
Dilution to new investors		9.54

Each $1.00 increase (decrease) in an assumed public offering price of $14.00 per ADS would increase (decrease) the net tangible book value after this offering by $0.58 per ordinary share and $0.29 per ADS assuming no exercise of the overallotment option granted to the underwriters and the dilution to investors in the offering by $1.42 per ordinary share and $0.71 per ADS.

The following table summarizes, on a pro forma basis as of September 30, 2011, the differences between the shareholders as of September 30, 2011 and the new investors with respect to the number of ordinary shares purchased from us, the total consideration paid to us and the average price per ordinary share paid

47

at an assumed initial public offering price of $14.00 per ADS before deducting underwriting discounts and commissions and estimated offering expenses payable by us.

		Ordinary Shares Purchased
				Total Consideration
						Average Price Per Ordinary Share	Average Price Per ADS
		Number	%	Amount	%
		(In thousands, except percentages and per share data) (unaudited)
Existing shareholders		9,898	71%	$19,401	15%	$1.96	$0.98
New investors		4,018	29%	$112,500	85%	$28.00	$14.00
	Total	13,916	100%	$131,901	100%	$9.48	$4.74

Sales by the selling shareholders in this offering will reduce the number of ordinary shares held by existing shareholders to 8,541,432, or approximately 61%, and will increase the number of ordinary shares to be purchased by new investors to 5,375,000, or approximately 39%, of the total ordinary shares outstanding after the offering.

Each $1.00 increase (decrease) in the assumed public offering price of $14.00 per ADS would increase (decrease) total consideration paid by new investors, average price per ordinary share and per ADS paid by all shareholders by $8.0 million, $0.58 per ordinary share and $0.29 per ADS, respectively, assuming sale of 8,035,714 ADSs by us at an assumed initial public offering price of $14.00 per ADS before deducting underwriting discounts and commissions and estimated offering expenses payable by us.

The share information in the table above:

•

includes 14,549 ordinary shares expected to be transferred from the ESOP upon exercise of options to purchase ordinary shares concurrent with or prior to this offering;

•

excludes, following the exercise of options to purchase ordinary shares concurrent with or prior to this offering, the remaining 101,425 ordinary shares issued to and held by the ESOP as of the consummation of this offering, which are reserved to satisfy options to purchase 82,861 ordinary shares granted under our Option Plan;

•

does not give effect to (i) any future grants under the proposed Long-Term Umbrella Incentive Plan or Non-Executive Directors Equity Incentive Plan, which will represent up to a maximum of 5% of our outstanding share capital following this offering or (ii) the proposed award by us to non-executive directors and certain of our key executives in connection with this offering of standalone grants of options to buy ADSs representing in the aggregate up to a maximum of 3% of our outstanding share capital following this offering; and

•

includes 800,000 restricted ordinary shares subject to the terms of our MIP.

See "Management—Compensation."

48

Exchange Rates

Fluctuations in the exchange rate between the pound and the U.S. dollar will affect the U.S. dollar amounts received by owners of the ADSs on conversion of dividends, if any, paid in pounds on the ordinary shares and will affect the U.S. dollar price of the ADSs on the New York Stock Exchange. The table below shows the average and high and low exchange rates of U.S. dollars per pound for the periods shown. Average rates are computed by using the noon buying rate of the Federal Reserve Bank of New York for the U.S. dollar on the last business day of each month during the period indicated. The rates set forth below are provided solely for your convenience and may differ from the actual rates used in the preparation of our audited consolidated financial statements included in this prospectus and other financial data appearing in this prospectus.

	Noon Buying Rate
	Period End		Average(1)		High		Low
Year:
2006		1.9586		1.8582		1.9794		1.7256
2007		1.9843		2.0073		2.1104		1.9235
2008		1.4619		1.8424		2.0311		1.4395
2009		1.6167		1.4499		1.6977		1.3658
2010		1.5392		1.5415		1.6370		1.4344
Month:
January 2011		1.6042		1.5782		1.6042		1.5490
February 2011		1.6247		1.6124		1.6247		1.5986
March 2011		1.6048		1.6159		1.6387		1.5983
April 2011		1.6691		1.6379		1.6691		1.6129
May 2011		1.6439		1.6332		1.6690		1.6102
June 2011		1.6067		1.6219		1.6444		1.5972
July 2011		1.6455		1.6158		1.6455		1.5932
August 2011		1.6269		1.6356		1.6591		1.6169
September 2011		1.5624		1.5771		1.6190		1.5358
October 2011 (through October 7)		1.5628		1.5468		1.5628		1.5398

⁽¹⁾

The average of the noon buying rate for pounds on the last day of each full month during the relevant year or each business day during the relevant month.

49

Selected Consolidated Financial Data

The following selected consolidated financial data of Luxfer as of September 30, 2011 and 2010 and for the nine month periods ended September 30, 2011 and 2010 have been derived from our unaudited interim financial statements and the related notes appearing elsewhere in this prospectus, which have been prepared in accordance with IFRS-IASB. The following selected consolidated financial data of Luxfer as of December 31, 2010 and 2009 and for the years ended December 31, 2010, 2009 and 2008 have been derived from our audited consolidated financial statements and the related notes appearing elsewhere in this prospectus, which have also been prepared in accordance with IFRS-IASB. The following selected consolidated financial data as of December 31, 2008, 2007 and 2006 and for the years ended December 31, 2007 and 2006 have been derived from our audited consolidated financial statements and the related notes, which have been prepared in accordance with IFRS-EU and are not included in this prospectus. There are no differences, applicable to Luxfer, between IFRS-IASB and IFRS-EU for any of the periods presented that were prepared in accordance with IFRS-EU. Our historical results are not necessarily indicative of results to be expected for future periods.

This financial data should be read in conjunction with our unaudited interim financial statements and the related notes, our audited consolidated financial statements and the related notes, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Use of Proceeds" included in this prospectus.

50

Consolidated Statement of Income Data

		Nine Months Ended September 30,				Year Ended December 31,
		2011		2010		2010		2009		2008		2007		2006
		(in $ millions, except share and per share data) (unaudited)				(in $ millions, except share and per share data) (audited)
Revenue:
	Elektron	$218.6		$151.3		$203.5		$184.8		$241.5		$209.4		$197.7
	Gas Cylinders	166.3		150.2		199.2		186.5		234.4		217.4		224.8
Total revenue from continuing operations		$384.9		$301.5		$402.7		$371.3		$475.9		$426.8		$422.5
Cost of sales		(290.3	)	(227.9	)	(305.1	)	(295.7	)	(381.8	)	(344.6	)	(335.5	)
Gross profit		94.6		73.6		97.6		75.6		94.1		82.2		87.0
Other income/(costs)		0.8		0.1		0.1		0.1		0.5		0.2		(0.2	)
Distribution costs		(5.8	)	(5.6	)	(7.4	)	(6.8	)	(8.3	)	(7.9	)	(9.2	)
Administrative expenses		(38.0	)	(32.4	)	(44.5	)	(40.4	)	(44.4	)	(39.2	)	(40.9	)
Share of start-up costs of joint venture		(0.1	)	—		(0.1	)	(0.1	)	—		—		—
Restructuring and other income (expense)(1)		1.6		(0.2	)	(0.8	)	(1.1	)	(3.2	)	(12.7	)	—
Operating profit		$53.1		$35.5		$44.9		$27.3		$38.7		$22.6		$36.7
Acquisition costs(1)		—		—		—		(0.5	)	—		—		—
Loss on Disposal of Business(2)		—		—		—		—		—		—		(5.7	)
Disposal costs of intellectual property(1)		(0.2	)	(0.6	)	(0.4	)	—		—		—		—
Exceptional gain on Senior Note exchange		—		—		—		—		—		109.7		—
Finance income:
	Interest received	0.1		0.1		0.2		0.2		0.3		0.1		0.2
	Gain on purchase of own debt(1)	—		0.5		0.5		—		—		—		—
Finance costs:
	Interest costs	(7.1	)	(7.2	)	(9.6	)	(11.8	)	(17.7	)	(21.0	)	(29.4	)
	Preference share dividend	—		—		—		—		—		(1.1	)	(10.0	)
Profit on operations before taxation		$45.9		$28.3		$35.6		$15.2		$21.3		$110.3		$(8.2	)
Tax expense		(13.7	)	(8.9	)	(9.9	)	(5.7	)	(8.2	)	(5.2	)	(7.5	)
Profit after taxation on continuing operations		32.2		19.4		25.7		9.5		13.1		105.1		(15.7	)
Loss from discontinued activities(2)		—		—		—		—		—		(3.8	)	(0.8	)
Profit for the period and year		$32.2		$19.4		$25.7		$9.5		$13.1		$101.3		$(16.5	)
Profit for the period and year attributable to controlling interests		$32.2		$19.4		$25.7		$9.5		$12.9		$101.3		$(16.5	)
Profit for the period and year attributable to non controlling interest		—		—		—		—		0.2		—		—
Profit from continuing and discontinued operations per ordinary share(3):
	Basic	$3.26		$1.97		$2.61		$0.97		$1.31		$11.31		$(12.75	)
	Diluted	$3.23		$1.96		$2.59		$0.96		$1.30		$11.22		$(12.75	)
Profit from continuing operations per ordinary share(3):
	Basic	$3.26		$1.97		$2.61		$0.97		$1.31		$11.73		$(12.14	)
	Diluted	$3.23		$1.96		$2.59		$0.96		$1.30		$11.64		$(12.14	)
Weighted average ordinary shares outstanding(3):
	Basic	9,884,026		9,840,814		9,851,204		9,824,326		9,824,326		8,959,585		1,293,769
	Diluted	9,981,436		9,910,014		9,919,104		9,894,726		9,894,726		9,029,985		1,293,769

51

Consolidated Balance Sheet Data

	As of September 30,				As of December 31,
	2011		2010		2010		2009		2008		2007		2006
	(in $ millions) (unaudited)				(in $ millions) (audited)
Total assets	$	358.8	$	289.6	$	296.6	$	273.7	$	298.8	$	320.4	$	311.3
Total liabilities		295.9		242.4		231.4		238.0		264.8		275.6		605.9
Total equity		62.9		47.2		65.2		35.7		34.0		44.8		(294.6	)
Cash and short term deposits		8.3		4.0		10.3		2.9		2.9		4.4		6.3
Non-current bank and other loans		135.3		—		—		10.1		—		—		—
Senior Loan Notes due 2009		—		—		—		—		—		—		255.3
Senior Loan Notes due 2012		—		107.0		106.3		115.8		104.7		141.7		—
Current bank and other loans		2.8		4.7		9.6		—		39.3		48.9		3.0

Consolidated Other Data

		Nine Months Ended September 30,				Year Ended December 31,
		2011		2010		2010		2009		2008		2007		2006
		(in $ millions) (unaudited)				(in $ millions) (audited)
Adjusted EBITDA(4)		$	62.2	$	45.8	$	59.6	$	42.2	$	56.6	$	49.8	$	51.1
Trading profit(5):
	Elektron		43.8		26.6		33.5		23.3		28.4		29.2		22.7
	Gas Cylinders		7.7		9.1		12.2		5.1		13.5		6.1		14.0
Purchase of property, plant and equipment			11.3		8.5		15.9		12.5		20.9		19.3		12.8

(1)

For further information, see "Note 4—Restructuring and other income (expense)" to our audited consolidated financial statements and our unaudited interim financial statements.

(2)

In August 2006, we disposed of the Elektron division's magnesium and zinc die-casting operations. In December 2007, we agreed to sell our BA Tubes manufacturing operation. The sale was completed in January 2008. See "Our History and Recent Corporate Transactions—Acquisitions and Dispositions."

(3)

For further information, see "Note 9—Earnings per share" to our audited consolidated financial statements. We calculate earnings per share in accordance with IAS 33. Basic earnings per share is calculated based on the weighted average ordinary shares outstanding for the period presented. The weighted average of ordinary shares outstanding is calculated by time-apportioning the shares outstanding during the year. For the purpose of calculating diluted earnings per share, the weighted average ordinary shares outstanding during the period presented has been adjusted for the dilutive effect of all share options granted to employees. In calculating the diluted weighted average ordinary shares outstanding, there are no shares that have not been included for anti-dilution reasons, with the exception of the year ended December 31, 2006, where 42,888 share options have not been included in the diluted weighted average ordinary shares outstanding calculation for anti-dilution reasons.

(4)

Adjusted EBITDA consists of profit for the period and year before discontinued activities, tax expense, interest costs, preference share dividend, gain on purchase of own debt, interest received, exceptional gain on senior note exchange, acquisition costs, disposal costs of intellectual property, loss on disposal of business, redundancy and restructuring costs, lease commutation proceeds on vacant property, demolition and environmental remediation of vacant property, provision for environmental costs, depreciation and amortization and loss on disposal of property, plant and equipment. Depreciation and amortization amounts include impairments to fixed assets, and they are reflected in our financial statements as increases in accumulated depreciation or amortization. We prepare and present Adjusted EBITDA to eliminate the effect of items that we do not consider indicative of our core operating performance. Management believes that Adjusted EBITDA is a key performance indicator used by the investment community and that the presentation of Adjusted EBITDA will enhance an investor's understanding of our results of operations. However, Adjusted EBITDA should not be considered in isolation by investors as an alternative to profit for the period and year, as an indicator of our operating performance or as a measure of our profitability. Adjusted EBITDA is not a measure of financial performance under IFRS-IASB, may not be indicative of historic operating results and is not meant to be predictive of potential future results. Adjusted EBITDA measures presented herein may not be comparable to other similarly titled measures of other companies. While Adjusted EBITDA is not a measure of financial performance under IFRS-IASB, the Adjusted EBITDA amounts presented have been computed using IFRS-IASB amounts.

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    The following table presents a reconciliation of Adjusted EBITDA to profit for the period and year, the most comparable IFRS-IASB measure, for each of the periods indicated:

	Nine Months Ended September 30,						Year Ended December 31,
	2011			2010			2010			2009			2008			2007			2006
	(in $ millions) (unaudited)						(in $ millions) (audited)
Profit for the period and year	$	32.2		$	19.4		$	25.7		$	9.5		$	13.1		$	101.3		$	(16.5	)
Discontinued activities		—			—			—			—			—			3.8			0.8
Tax expense		13.7			8.9			9.9			5.7			8.2			5.2			7.5
Interest costs		7.1			7.2			9.6			11.8			17.7			21.0			29.4
Preference share dividend		—			—			—			—			—			1.1			10.0
Gain on purchase of own debt(a)		—			(0.5	)		(0.5	)		—			—			—			—
Interest received		(0.1	)		(0.1	)		(0.2	)		(0.2	)		(0.3	)		(0.1	)		(0.2	)
Exceptional gain on senior note exchange		—			—			—			—			—			(109.7	)		—
Acquisition costs(a)		—			—			—			0.5			—			—			—
Disposal costs of intellectual property(a)		0.2			0.6			0.4			—			—			—			—
Loss on disposal of business		—			—			—			—			—			—			5.7
Operating profit	$	53.1		$	35.5		$	44.9		$	27.3		$	38.7		$	22.6		$	36.7
Redundancy and restructuring costs(a)		—			0.2			0.2			1.1			2.0			7.6			—
Lease commutation proceeds on vacant property		—			—			(1.1	)		—			—			—			—
Demolition and environmental remediation of vacant property		—			—			1.1			—			—			—			—
Provision for environmental costs		—			—			—			—			0.3			2.0			—
Pension plan changes(a)		(1.6	)		—			—			—			—			—			—
Depreciation and amortization		10.7			10.1			13.8			13.7			14.7			14.5			14.4
Loss on disposal of property, plant and equipment		—			—			0.7			0.1			0.9			3.1			—
Adjusted EBITDA	$	62.2		$	45.8		$	59.6		$	42.2		$	56.6		$	49.8		$	51.1

(a)

For further information, see "Note 4—Restructuring and other income (expense)" to our audited consolidated financial statements and our unaudited interim financial statements.

(5)

Trading profit is defined as operating profit before restructuring and other income (expense). Trading profit is the "segment profit" performance measure used by our chief operating decision maker as required under IFRS 8 for divisional segmental analysis. See "Note 2—Revenue and segmental analysis" to our unaudited interim financial statements and our audited consolidated financial statements.

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Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with "Selected Consolidated Financial Data," our audited consolidated financial statements and accompanying notes and our unaudited interim financial statements and accompanying notes appearing elsewhere in this prospectus. Our audited consolidated financial statements and unaudited interim financial statements have been prepared in accordance with IFRS-IASB.

The preparation of our audited consolidated financial statements and unaudited interim financial statements required the adoption of assumptions and estimates that affect the amounts recorded as assets, liabilities, revenue and expenses in the years and periods addressed and are subject to certain risks and uncertainties. Our future results may vary substantially from those indicated because of various factors that affect our business, including, among others, those identified under "Forward-Looking Statements" and "Risk Factors" and other factors discussed in this prospectus.

Overview

We are a global materials technology company specializing in the design, manufacture and supply of high-performance materials, components and gas cylinders to customers in a broad range of growing end-markets. Our key end-markets are environmental technologies, healthcare technologies, protection and specialty technologies. Our customers include both end-users of our products and manufacturers that incorporate our products into their finished goods. Our products include specialty chemicals used as catalysts in automobile engines to remove noxious gases; corrosion, flame and heat-resistant magnesium alloys used in safety-critical, aerospace, automotive and defense applications; photo-sensitive plates used for embossing and gold-foiling in the luxury packaging and greetings card industries; high-pressure aluminum and composite gas cylinders used by patients with breathing difficulties for mobile oxygen therapy, by firefighters in breathing apparatus equipment and by manufacturers of vehicles which run on CNG; and metal panels that can be "superformed" into complicated shapes to provide additional design freedom for a wide variety of industries, including aerospace, high-end automotive and rail transportation.

Key Factors Affecting our Results

A number of factors have contributed to our results of operations during recent periods, including the effects of fluctuations in raw material prices, effects of fluctuations in foreign exchange rates, changes in market sector demand, our development of new products, the global nature of our operations, our ability to improve operating efficiencies and costs associated with our retirement benefit arrangements.

Raw Material Prices

We are exposed to commodity price risks in relation to the purchases of our raw materials. The key raw materials we use include primary magnesium, zircon sand, zirconium oxychloride intermediates, rare earths and other metal and chemical inputs for the Elektron division and primary aluminum and carbon fiber for the Gas Cylinders division. The average prices of all of these raw materials have generally been increasing over the last five years, many of them substantially. We take certain actions to attempt to manage the impact of fluctuations in the prices of these commodities, including passing commodity prices through to certain customers through increasing prices and surcharges on certain products, entering into forward fixed purchase contracts and engaging in some hedging of aluminum prices. Changes in the prices of raw materials can nevertheless have a significant impact on our results of operations. For more information on the effect of commodity price movements on our results of operations, see "—Quantitative and Qualitative Disclosure about Market Risk—Effect of Commodity Price Movements on Results of Operations."

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Exchange Rates

As a result of our international operations, we are subject to risks associated with the fluctuations between different foreign currencies. This affects our consolidated financial statements and results of operations in various ways.

•

As part of our consolidation each period, we translate the financial statements of those entities in our group that have functional currencies other than U.S. dollars into U.S. dollars at the period-end exchange rates (in the case of the balance sheet amounts) and the average exchange rates for the period (in the case of income statement and cash flow amounts). The translated values in respect of each entity fluctuate over time with the movement of the exchange rate for the entity's functional currency against the U.S. dollar. We refer to this as the currency translation risk.

•

Our operating subsidiaries make purchases and sales denominated in a number of currencies, including currencies other than their respective functional currencies. To the extent that an entity makes purchases in a currency that appreciates against its functional currency, its cost basis expressed in its functional currency will increase, or decrease, if the other currency depreciates against its functional currency. Similarly, for sales in a currency other than the entity's functional currency, its revenues will increase to the extent that the other currency appreciates against the entity's functional currency and decrease to the extent that currency depreciates against the entity's functional currency. These movements can have a material effect on the gross profit margin of the entity concerned and on our consolidated gross profit margin. We refer to this as the currency transaction risk.

•

After a purchase or sale is completed, the currency transaction risk continues to affect foreign currency accounts payable and accounts receivable on the books of those entities that made purchases or sales in a foreign currency. These entities are required to remeasure these balances at market exchange rates at the end of each period.

•

To mitigate our exposure to currency transaction risk, we operate a policy of hedging all contracted commitments in foreign currency, and we also hedge a substantial portion of non-contracted forecast currency receipts and payments for up to twelve months forward.

For more information on the effect of currency movement on our results of operations, see "—Quantitative and Qualitative Disclosure about Market Risk—Effect of Currency Movement on Results of Operations." We evaluate our results of operations on both an as-reported basis and a constant translation exchange rate basis. The constant translation exchange rate presentation is a non-IFRS-IASB financial measure, which excludes the impact of fluctuations in foreign currency exchange rates. We believe providing constant currency information provides valuable supplemental information regarding our results of operations, consistent with how we evaluate our performance. We calculate constant translation exchange rate percentages by converting our prior-period local currency financial results using the current period foreign currency exchange rates and comparing these adjusted amounts to our current period reported results. This calculation may differ from similarly-titled measures used by others and, accordingly, the constant translation exchange rate presentation is not meant to be a substitution for recorded amounts presented in conformity with IFRS-IASB nor should such amounts be considered in isolation.

Demand in End-Markets

Our sales are driven by demand in the major end-markets for our products, which are environmental technologies, healthcare technologies, protection technologies and specialty technologies.

•

In environmental technologies, we believe many of our products serve a growing need to protect the environment and conserve its resources. Increasing environmental regulation, "green" taxes and the increasing cost of fossil fuels are driving growth in this area and are expected to drive growth in the future. For example, our products are used to reduce weight in vehicles improving fuel efficiency, in

55

catalytic converters in automotive engines, removing noxious gases and to remove heavy metals from drinking water and industrial effluent.

•

In healthcare technologies, we have a long history in the healthcare end-market, and see this as a major growth area through the introduction of new product technologies. Our products, among other applications, contain medical gases, are featured in medical equipment and are used in medical treatment. For example, our recently announced innovations include the lightweight IOS medical oxygen delivery system featuring our patented L7X higher-strength aluminum alloy and carbon composite cylinders integrated with our patented SmartFlow valve-regulator technology.

•

In protection technologies, we offer a number of products that are used to protect individuals and property. Principal factors driving growth in this end-market include increasing societal expectations regarding the protection of individuals and armed forces personnel, tightening health and safety regulations and the significant cost of investing in and replacing technologically-advanced military property. Our products are used in the protection of emergency services personnel, the protection of military vehicles, aircraft and personnel. For example, we manufacture ultra-lightweight breathing-air cylinders that lighten the load on emergency services personnel working in dangerous environments.

•

In specialty technologies, our core technologies have enabled us to exploit various other niche and specialty markets and applications. Our products include photo-engraving plates and etching chemicals used to produce high-quality packaging, as well as cylinders used for high-purity gas applications, beverage dispensing and leisure applications such as paintball.

Changes in the dynamics of any of these key end-markets could have a significant effect on our results of operations. For instance, governmental regulation, including government spending, may affect our results of operations in any of these end-markets. For a more detailed discussion of our key end-markets and the factors affecting our results of operations in each market, see "Business—Our Key End-Markets."

Product Development

Part of our strategy is to increase our focus on high-performance value-added product lines and markets, and every year we make a major investment in product development. In collaboration with universities and our customers, we have developed a steady stream of new products in recent years. In the near-term, we plan to focus on maximizing the potential of the following products that we have already introduced into the market: large alternative fuel cylinders for CNG buses and trucks, industrial catalysts using our zirconia-based materials, L7X higher-pressure medical oxygen cylinders, superplastic magnesium and titanium sheet-based components and extruded magnesium alloy shapes.

Global Operations

We are a global company with operations and customers around the world. In 2010, our sales to Europe (including the United Kingdom), North America and the rest of the world accounted for 37%, 45% and 18% of our revenues, respectively. Changes in global economic conditions have impacted, and will continue to impact, demand for our products. The recession in 2008 and 2009 had a significant impact on our financial results, even though we remained profitable in each quarter through the recession. Further, our geographic diversity exposes us to a range of risks, such as compliance with different regulatory and legal regimes, exchange controls and regional economic conditions. See "Risk Factors—Risks relating to our operations—Our global operations expose us to economic conditions, political risks and specific regulations in the countries in which we operate which could have a material adverse impact on our business, financial condition and results of operations" for more information about potential risks we may face.

We believe, however, that our geographic diversity also allows us to take advantage of opportunities arising in individual countries or regions. As a result of this diversity, demand for our products across the sectors in which we operate can vary depending on the economic health and demographic shifts of our geographic

56

markets. These macro factors can have a significant effect on our financial results. For instance, aging populations in the world's developed economies, along with increasing awareness of the importance of good healthcare in emerging markets, are driving an increase in the use of various medical technologies and applications, creating a growth opportunity for us. Economic expansion in developing economies such as Brazil, Russia, India and China has created increased demand in areas such as auto-catalysis chemicals and gas cylinders.

Operating Efficiency

Our management seeks to continue to improve long-term profitability and operating efficiencies to maintain our competitive position. These efforts include identifying operations whose costs are disproportionate to related revenues, especially operations with significant fixed costs that could negatively impact gross profit margin. In the past few years, in part due to the recession in 2008 and 2009, we have taken more aggressive rationalization measures. Recent initiatives include automation projects, eliminating certain employee redundancies and undertaking temporary and permanent facility closings. The total charge for rationalization was $0.2 million, $1.1 million and $2.0 million in 2010, 2009 and 2008, respectively.

Retirement Benefit Arrangements

We operate defined benefit arrangements in the United Kingdom, the United States and France. The funding levels are determined by periodic actuarial valuations. Further, we also operate defined contribution plans in the United Kingdom, the United States and Australia. The assets of the plans are generally held in separate trustee administered funds. We incur costs related to these retirement benefit arrangements, which can vary from year to year depending on various factors such as interest rates, valuations, regulatory burdens, life expectancy and investment returns. The total charges we incurred for all retirement benefit arrangements was $6.6 million, $7.8 million and $3.7 million in 2010, 2009 and 2008, respectively.

Key Line Items

Revenue

We generate revenue through sales of products that we have developed and manufactured for our customers. The main products that we sell are magnesium alloy powders, ingot, bar, extruded product, rolled plates and thin sheets, engraving plates, zirconium compounds in powder form, various forms of aluminum and carbon composite gas cylinders and superplastically-formed parts pressed using our vacuum pressing technology. We also generate revenue from designing and manufacturing special tools used with our superform presses to make the formed parts and from recycling magnesium alloy scrap for customers, along with sales of scrapped aluminum arising from the manufacture of gas cylinders. In general, for our magnesium and zirconium products, we charge our customers by weight sold, while for our gas cylinder and Superform products, we charge our customers by units and parts sold. For a description of our products, see "Business."

Cost of Sales

Our cost of sales primarily consists of a complex set of materials, energy, water and steam, direct shop-floor labor costs, supervisory management costs at our manufacturing facilities, engineering and maintenance costs, depreciation of property, plant and equipment, factory rents, security costs, property taxes and factory consumables, including machinery oils and protective equipment for employees. For a description of the raw materials we use, see "—Key Factors Affecting Our Results—Raw Material Prices" and "Business—Suppliers and Raw Materials."

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Distribution Costs

As a global business, we transport and deliver our products to customers around the world. While some customers pay for their own transport, we can also organize the transportation through third parties. These distribution costs are recovered in the product price included in our revenue.

Administrative Expenses

Our administrative expenses primarily consist of costs for staff working in sales, marketing, research and development, human resources, accounting, legal, information technology and general management. Administrative expenses also include sales commissions to agents, pension administration costs, legal costs, audit fees, directors' fees, taxation consultancy fees and other advisory costs. We also buy office consumables such as stationery, computer equipment and telecommunications equipment.

Restructuring and other income (expense)

Our restructuring and other income (expense) primarily consist of items of income and expense, which, because of their one-off nature, merit separate presentation. In the past, these expenses have included costs related to redundancies, restructuring of manufacturing operations, demolition and environmental remediation, among others.

Other income (expense)

Other income (expense) consists of costs related to corporate finance activities, including business acquisitions, disposals such as the sale of intellectual property and financing income and costs. Our finance costs consist of interest costs representing amounts accrued and paid on the outstanding balances under our indebtedness.

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Results of Operations for the Nine Months Ended September 30, 2011 and 2010

The table below summarizes our consolidated results of operations for the nine months ended September 30, 2011 and 2010, both in U.S. dollars and as a percentage of total revenue. For more detailed segment information, see "Note 2—Revenue and segmental analysis" to our unaudited interim financial statements.

			Nine Months Ended September 30,
			2011				2010
			Amount		Percentage of Revenue		Amount		Percentage of Revenue
			(in $ millions) (unaudited)		(%)		(in $ millions) (unaudited)		(%)
Revenue			$384.9		100	%	$301.5		100	%
Cost of sales			(290.3	)	(75.4	)%	(227.9	)	(75.6	)%
Gross profit			94.6		24.6	%	73.6		24.4	%
Other income			0.8		0.2	%	0.1		0.0	%
Distribution costs			(5.8	)	(1.5	)%	(5.6	)	(1.9	)%
Administrative expenses			(38.0	)	(9.9	)%	(32.4	)	(10.7	)%
Share of start-up costs of joint venture			(0.1	)	0.0	%	—		—
Restructuring and other income (expense)(1)			1.6		0.4	%	(0.2	)	(0.1	)%
Operating profit			$53.1		13.8	%	$35.5		11.8	%
Other income (expense):
	Acquisition Costs(1)		—		—		—		—
	Disposal costs of intellectual property(1)		(0.2	)	(0.1	)%	(0.6	)	(0.2	)%
	Finance income:
		Interest received	0.1		0.0	%	0.1		0.0	%
		Gain on purchase of own debt(1)	—		—		0.5		0.2	%
	Finance costs:
		Interest costs	(7.1	)	(1.8	)%	(7.2	)	(2.4	)%
Profit on operations before taxation			$45.9		11.9	%	$28.3		9.4	%
Tax expense			(13.7	)	(3.6	)%	(8.9	)	(3.0	)%
Profit for the period			$32.2		8.4	%	$19.4		6.4	%

⁽¹⁾

For further information, see "Note 4—Restructuring and other income (expense)" to our unaudited interim financial statements included elsewhere in this prospectus.

Nine Months Ended September 30, 2011 Compared to Nine Months Ended September 30, 2010

Revenue.    Our revenue from continuing operations was $384.9 million in the first nine months of 2011, an increase of $83.4 million from $301.5 million in the first nine months of 2010. Included in this increase was $52.7 million of revenue charged by the Elektron division to zirconium chemical customers in the form of a surcharge in the face of a steep increase in the cost of rare earths as a result of export restrictions imposed by the Chinese government. Excluding this surcharge and the impact of exchange rate translation (a $9.7 million gain on revenue attributable to a weaker average U.S. dollar rate used to translate revenues from operations outside the United States), the increase in revenue at constant translation exchange rates was $21.0 million or 7%. This increase was due to increased sales volumes combined with changes in sales mix and pricing across a range of major market sectors.

59

Analysis of revenue variances from first nine months of 2010 to first nine months of 2011 for continuing operations

	Elektron		Gas Cylinders		Group
	(in $ millions) (unaudited)
First nine months of 2010 revenue—as reported under IFRS-IASB	$	151.3	$	150.2	$	301.5
FX Translation impact—on non-U.S. operating results		5.0		4.7		9.7
First nine months of 2010 revenue—adjusted for FX translation	$	156.3	$	154.9	$	311.2
Trading variances for ongoing operations—first nine months of 2011 v first nine months of 2010		62.3		11.4		73.7
First nine months of 2011 revenue—as reported under IFRS-IASB	$	218.6	$	166.3	$	384.9

The above table shows the change in each division's revenue between the first nine months of 2011 and the first nine months of 2010. It separates the impact of changes in average exchange rates on non-U.S. operations when translated into U.S. dollar consolidated results. The following discussion provides an explanation of our increase in revenue by division.

Elektron

The Elektron division's revenue was $218.6 million in the first nine months of 2011, an increase of $67.3 million from $151.3 million in the first nine months of 2010. Excluding the impact of exchange rate translation (a $5.0 million favorable impact on revenue attributable to a weaker average U.S. dollar exchange rate used to translate revenues from operations outside the United States), and excluding the $52.7 million increase in revenue relating to the rare earth surcharge, the increase in revenue at constant translation exchange rates was $9.6 million, or 6.1%, from the first nine months of 2010, and was primarily due to higher sales prices and a change in sales mix. In late 2010, we applied a rare earth surcharge on various products, primarily impacting the sales of auto-catalysis chemicals used in catalytic converters. We used these rare earth surcharges to protect our business from increased rare earth costs that we incurred during the period. Throughout the year, management of the rare earth pricing bubble has been critical to ensuring we maintained and grew operating profits. Higher sales prices were also needed to fully recover other inflationary costs, including energy, other raw material costs, including magnesium, zirconium compounds and other chemicals, increased labor costs and maintenance expenditure.

Overall sales volumes of our magnesium operations increased by 4% in the first nine months of 2011 compared to the first nine months of 2010. This growth was driven by a 15% increase in automotive demand in Europe for recycle volumes. This was partially offset by a 3% decrease in sales volumes in high performance aerospace alloys, partly due to reduced volumes being sold to a customer in Japan as a result of events following the 2011 earthquake and resulting tsunami. There was an improved sales mix in both our military powders and commercial powders sales of higher value products, although total sales volume declined by 7%.

Sales volumes of our own-manufactured magnesium photo-engraving plate remained very similar in the first nine months of 2011, while sales volumes of our traded non-magnesium photo-engraving plate, such as zinc and copper, decreased.

Sales volumes of our zirconium auto-catalyst products increased by 3% in the first nine months of 2011 compared to the first nine months of 2010. Demand from U.S. and European auto catalysis markets remained strong, while further growth has been generated from developing economies, especially China. Our zirconium sales were further augmented by increased sales of specialty reflective chemicals used to improve energy efficiencies in the flat screens of electronic devices, such as LCD TVs and mobile phones.

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Gas Cylinders

The Gas Cylinder division's revenue was $166.3 million in the first nine months of 2011, an increase of $16.1 million from $150.2 million in the first nine months of 2010. Excluding the impact of exchange rate translation (a $4.7 million favorable impact on revenue attributable to a weaker average U.S. dollar exchange rate used to translate revenues from operations outside the United States), the increase in revenue at constant translation exchange rates was $11.4 million, or 7.4%, from the first nine months of 2010, and the increase was primarily due to an increase in sales volume.

Sales volumes of our aluminum gas cylinders increased by 6% in the first nine months of 2011. In particular sales volumes of our patented L7X aluminum cylinders for the medical market increased by 22% and sales volumes in some traditional applications like aluminum fire extinguisher cylinders, beverage cylinders and scuba cylinders also increased.

There were some reductions in sales volumes of our aluminum industrial cylinders and our traditional aluminum medical cylinders.

Sales volumes of our composite cylinders were slightly down by 1% in the first nine months of 2011 compared to the first nine months of 2010, with sales volumes of composite medical cylinders lower than the first nine months of 2010. SCBA composite cylinders sales volumes were slightly up from the first nine months of 2010, and the demand for large CNG cylinders for alternative fuel vehicles continued to grow.

Superform sales volumes of formed components (as opposed to tooling) increased by 25% in the first nine months of 2011 compared to the first nine months of 2010, as new projects in the aerospace, automotive and rail sectors all moved from the design stage into full production. Tooling design sales revenues were up by 25% in the first nine months of 2011.

Cost of Sales.    Our cost of sales was $290.3 million in the first nine months of 2011, an increase of $62.4 million from $227.9 million in the first nine months of 2010. There was a translation loss on costs of sales of non-U.S. operations of $7.7 million. There was an increase in costs at constant translation exchange rates of $54.7 million, or 24%, from the first nine months of 2010. The main reason for the increase was higher rare earth costs and higher sales volumes in the first nine months of 2011 when compared to the first nine months of 2010.

Gross Profit.    Gross profit was $94.6 million in the first nine months of 2011, an increase of $21.0 million from $73.6 million in the first nine months of 2010. Overall gross profit margin increased slightly to 24.6% in the first nine months of 2011 from 24.4% in the first nine months of 2010, which was difficult to achieve given the rare earth pricing pressures.

Distribution Costs.    Distribution costs were $5.8 million in the first nine months of 2011, an increase of $0.2 million, or 3.6%, from $5.6 million in the first nine months of 2010. There was a translation loss on costs for non-U.S. operations of $0.2 million, and the underlying movement in costs at constant translation exchange rates was flat, despite the increased sales activity, because more goods were transported to customers.

Administrative Expenses.    Our administrative expenses were $38.0 million in the first nine months of 2011, an increase of $5.6 million, or 17.3%, from $32.4 million in the first nine months of 2010. The translation to U.S. dollars of costs from our non-U.S. operations at weaker exchange rates increased the costs by $1.0 million. The other increase in costs of $4.6 million was due to increased spending on research and development and marketing and advertising and general inflationary increases.

Share of start-up costs of joint venture.    In late 2009, we entered into a joint venture agreement to establish a manufacturing facility to produce gas cylinders in India. The joint venture has been accounted for using the equity method, as the partners have a contractual agreement that establishes joint control over the economic activities of the entity. The loss attributable to the start-up costs of the joint venture in the

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first nine months of 2011 was $0.1 million compared to $nil in the first nine months of 2010. The joint venture has commenced its operations and trading in 2011.

Operating Profit.    Our operating profit was $53.1 million in the first nine months of 2011, an increase of $17.6 million, or 49.6%, from $35.5 million in the first nine months of 2010. Our trading profit was $51.5 million in the first nine months of 2011, an increase of $15.8 million, or 44.3%, from $35.7 million in the first nine months of 2010. Trading profit is the "segment profit" performance measure used by our chief operating decision maker as required under IFRS 8 for divisional segmental analysis. Management also believes that the presentation of group trading profit is useful to investors because it is a key performance indicator used by management to measure financial performance. Trading profit is defined as operating profit before restructuring and other income (expense). See "Note 2—Revenue and segmental analysis" to our unaudited interim financial statements.

Analysis of trading profit and operating profit variances from first nine months of 2010 to first nine months of 2011 for continuing operations

	Elektron Trading Profit		Gas Cylinders Trading Profit			Group Trading Profit		Restructuring and other income (expense)			Group Operating Profit
	(in $ millions) (unaudited)
First nine months of 2010—as reported under IFRS-IASB	$	26.6	$	9.1		$	35.7	$	(0.2	)	$	35.5
FX Translation impact—on non-U.S. operating results		0.6		0.2			0.8		—			0.8
First nine months of 2010—adjusted for FX translation	$	27.2	$	9.3		$	36.5	$	(0.2	)	$	36.3
Trading variances for ongoing operations—first nine months of 2011 v first nine months of 2010		16.6		(1.6	)		15.0		1.8			16.8
First nine months of 2011—as reported under IFRS-IASB	$	43.8	$	7.7		$	51.5	$	1.6		$	53.1

The above table shows the change in each division's trading profit, group trading profit and operating profit between the first nine months of 2011 and the first nine months of 2010. The table also provides a reconciliation of group trading profit to group operating profit. The table separates the impact of changes in average exchange rates on non-U.S. operations when translated into U.S. dollar consolidated results.

Translating our non-U.S. operations into U.S. dollars has resulted in an incremental increase in our trading profit and operating profit of $0.8 million and $0.8 million, respectively, in the first nine months of 2011. This increase represented 5% of the change in trading profit and 5% of the change in operating profit from the first nine months of 2010 due to both years having similar average exchange rates. At constant translation exchange rates, our trading profit increased by $15.0 million or 41.1% and our operating profit increased by $16.8 million or 46.3% in the first nine months of 2011. We consider the high level of operating and trading profit growth experienced in this period to be exceptionally high, and is not indicative of management's on-going organic growth expectations.

Higher sales volumes, a better sales pricing mix of our products, as explained above under our discussion of revenue, and a favorable impact from our increases in sales prices had a positive impact of $17.5 million on our trading profit and operating profit in the first nine months of 2011.

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We had a number of cost changes that together resulted in reducing trading profit and operating profit by a net $2.5 million in the first nine months of 2011. The main reasons for these changes were as follows:

•

We had a decrease in central costs of $1.1 million, which related to the levy charged on the U.K. Luxfer Group Pension Plan by the Pension Protection Fund ("PPF"). The PPF applies a levy on all U.K. defined benefit pension plans to pay for the cost of U.K. plans that it has taken over after a sponsor has gone into insolvency when a plan is underfunded. The cost of the PPF levy for us was $1.0 million in the first nine months of 2011, a decrease of $1.1 million from the first nine months of 2010.

•

Our accounting charges for our defined benefit plans decreased in the first nine months of 2011. The total impact on trading profit and operating profit was a $1.3 million gain when compared to the first nine months of 2010. The reduction in retirement benefit costs reflects the decreased actuarial costs of the U.K. and U.S. plans under IAS 19 accounting.

•

The overall impact of foreign exchange transaction rates on sales and purchases was $nil, net of the benefit of utilizing foreign currency exchange derivative contracts.

•

There has been a benefit of $0.1 million for the first nine months of 2011 in relation to a bad debt expense incurred in the first nine months of 2010.

•

Employment and other costs have increased by a net $5.0 million in the first nine months of 2011, reflecting additional costs in marketing, product development and maintenance of our operations. There were also higher performance related accruals for bonuses across our business due to significantly improved profits.

The trading profit results by division are further explained in more detail below:

Elektron

The Elektron division's trading profit of $43.8 million in the first nine months of 2011 was an increase of $17.2 million from $26.6 million in the first nine months of 2010. Changes in exchange rates used to translate segment profit into U.S. dollars led to a $0.6 million increase in the first nine months of 2011, and therefore profits at constant translation exchange rates increased by $16.6 million, or 61%.

As discussed above, sales volumes increased for our zirconium and magnesium products. The cost of magnesium in the first nine months of 2011 was higher than the first nine months of 2010, while the cost of zirconium raw materials increased significantly due to restrictions imposed by the Chinese government on the export of rare earths that commenced during late 2010. The scale of these increases required that we pass them on to our customers by way of a surcharge, which allowed us to recover the increased costs. We also implemented price increases to cover other inflationary costs, including energy, maintenance and employment costs. The net impact of all these factors was to improve profits by $16.6 million.

For the first nine months of 2011, the foreign exchange transaction rates on sales and purchases had a positive impact of $0.7 million, net of the benefit of utilizing foreign currency exchange derivative contracts, compared to the first nine months of 2010.

The decrease in retirement benefit charges and PPF levy cost allocated to the Elektron division was $1.5 million in the first nine months of 2011, since this division had more members in the relevant pension plans as compared to the Gas Cylinders division.

The division experienced a gain of $0.1 million for the first nine months of 2011 in relation to a bad debt expense that was incurred during the first nine months of 2010.

Other costs increased by a net $2.3 million, which include increased expenditures on research and development, maintenance, bonus provisions and marketing costs.

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Gas Cylinders

The Gas Cylinders division's trading profit of $7.7 million in the first nine months of 2011 was a decrease of $1.4 million from $9.1 million in the first nine months of 2010, a decrease of 15.4%. Changes in exchange rates used to translate segment profit into U.S. dollars led to a $0.2 million increase in the first nine months of 2011, and therefore profits at constant translation exchange rates decreased by $1.6 million, or 17.2%.

As discussed above, increased sales volumes and an improved sales mix offset an increase in raw material prices and utility costs. Overall average sales prices decreased slightly. The net impact of these factors was to increase trading profit by $0.9 million.

For the first nine months of 2011, the foreign exchange transaction rates on sales and purchases had a negative impact of $0.7 million, net of the benefit of utilizing foreign currency exchange derivative contracts, compared to the first nine months of 2010.

The division's allocation of the lower retirement benefit charges and lower PPF levy cost was $0.9 million in the first nine months of 2011. The allocation for the Gas Cylinders division was less than for the Elektron because it had fewer members in the relevant plans.

Other costs increased by a net $2.7 million, which include increased expenditures on research and development, maintenance, bonus provisions and marketing costs.

Restructuring and other income (expense).    A past service credit of $1.6 million was recognized in the first nine months of 2011 in relation to pension plan changes undertaken by the Luxfer Group Pension Plan. During the first nine months of 2010 we incurred restructuring and other expense charges of $0.2 million in relation to a series of rationalization activities at our Elektron division.

Finance income—interest received.    Interest received was $0.1 million in the first nine months of 2011 and the first nine months of 2010. Interest received is relatively low because we generally use surplus cash to repay debt and save on interest payment costs rather than placing cash on deposit. The interest received relates to that on the Loan Note from the deferred consideration on the sale of plant and equipment of the Specialty Aluminium division completed in January 2008.

Finance income—Gain on purchase of own debt.    During the first nine months of 2010, we purchased $5.5 million of the then outstanding Senior Notes due 2012 ("Senior Notes due 2012") for $5.0 million through Luxfer Group Limited, a subsidiary of Luxfer Holdings PLC. The gain on the purchase of the Senior Notes due 2012 was $0.5 million and has been included within Finance Income.

Finance costs—interest costs.    The finance costs of $7.1 million that we incurred in the first nine months of 2011 decreased slightly from $7.2 million in the first nine months of 2010.

The finance costs we incurred in the first nine months of 2011 included $3.3 million of interest payable on our Senior Notes due 2012, $0.5 million of interest payable on our former revolving credit facility (the "Previous Credit Facility"), $2.0 million of interest payable on our new financing facilities and $1.3 million of amortization relating to finance costs. The finance costs that we incurred in the first nine months of 2010 included $5.5 million of interest payable on our Senior Notes due 2012, $0.6 million of interest payable on our Previous Credit Facility and $1.1 million of amortization related to historic finance costs.

Taxation.    In the first nine months of 2011, our tax expense was $13.7 million on profit before tax of $45.9 million. The effective tax rate was 30%. Of the charge of $13.7 million, $9.8 million related to current tax payable and $3.9 million was a deferred taxation charge.

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In the first nine months of 2010, our tax expense was $8.9 million on profit before tax of $28.3 million. The effective tax rate was 31%. Of the charge of $8.9 million, $7.0 million related to current tax payable and $1.9 million was a deferred taxation charge.

The overall rate is suppressed due to the high proportion of profits being generated by U.K. operations, due to certain expenses that are allowable for U.K. tax purposes, and these include losses arising on translation of loans mainly to our U.S. subsidiaries, "tax deductible" cash contributions to the U.K. retirement benefit plan and utilization of excess capital allowances.

Profit for the period.    As a result of the above factors, our profit for the period was $32.2 million in the first nine months of 2011, an increase of $12.8 million, or 66.0%, from $19.4 million in the first nine months of 2010.

Results of Operations for the Years Ended December 31, 2010, 2009 and 2008

The table below summarizes our consolidated results of operations for the years ended December 31, 2010, 2009 and 2008, both in U.S. dollars and as a percentage of total revenue. For more detailed segment information, see "Note 2—Revenue and Segmental Analysis" to our audited consolidated financial statements.

			Year Ended December 31,
			2010				2009				2008
			Amount		Percentage of Revenue		Amount		Percentage of Revenue		Amount		Percentage of Revenue
			(in $ millions) (audited)		(%)		(in $ millions) (audited)		(%)		(in $ millions) (audited)		(%)
Revenue			$402.7		100.0	%	$371.3		100.0	%	$475.9		100.0	%
Cost of sales			(305.1	)	(75.8	)%	(295.7	)	(79.6	)%	(381.8	)	(80.2	)%
Gross profit			97.6		24.2	%	75.6		20.4	%	94.1		19.8	%
Other income			0.1		0.0	%	0.1		0.0	%	0.5		0.1	%
Distribution costs			(7.4	)	(1.8	)%	(6.8	)	(1.8	)%	(8.3	)	(1.7	)%
Administrative expenses			(44.5	)	(11.1	)%	(40.4	)	(10.9	)%	(44.4	)	(9.3	)%
Share of start-up costs of joint venture			(0.1	)	(0.0	)%	(0.1	)	(0.0	)%	—		—
Restructuring and other expense(1)			(0.8	)	(0.2	)%	(1.1	)	(0.3	)%	(3.2	)	(0.7	)%
Operating profit			$44.9		11.1	%	$27.3		7.4	%	$38.7		8.3	%
Other income (expense):
	Acquisition Costs(1)		—		—		(0.5	)	(0.1	)%	—		—
	Disposal costs of intellectual property(1)		(0.4	)	(0.1	)%	—		—		—		—
	Finance income:
		Interest received	$0.2		0.1	%	$0.2		0.1	%	$0.3		0.1	%
		Gain on purchase of own debt(1)	0.5		0.1	%	—		—		—		—
	Finance costs:
		Interest costs	(9.6	)	(2.4	)%	(11.8	)	(3.2	)%	(17.7	)	(3.7	)%
Profit on operations before taxation			$35.6		8.8	%	$15.2		4.1	%	$21.3		4.5	%
Tax expense			(9.9	)	(2.5	)%	(5.7	)	(1.5	)%	(8.2	)	(1.7	)%
Profit for the year			$25.7		6.4	%	$9.5		2.6	%	$13.1		2.8	%

(1)

For further information, see "Note 4—Restructuring and other income (expense)" to our audited consolidated financial statements included elsewhere in this prospectus.

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Year Ended December 31, 2010 Compared to Year Ended December 31, 2009

Revenue.    Our revenue from continuing operations was $402.7 million in 2010, an increase of $31.4 million from $371.3 million in 2009. Excluding the impact of exchange rate translation (a $4.7 million adverse impact on revenue attributable to a stronger average U.S. dollar exchange rate used to translate revenues from operations outside the United States), the increase in revenue at constant translation exchange rates was $36.1 million or 9.7%. This increase was due mainly to increased sales volumes across a range of major market sectors. The increase in sales volumes increased revenue by $31.7 million in 2010 from 2009. Higher prices in 2010 that were on average 0.4% higher than in 2009 increased revenue by $1.4 million, and more favorable transaction exchange rates on export sales had a positive impact on revenue of $3.0 million.

Analysis of revenue variances from 2009 to 2010 for continuing operations

	Elektron			Gas Cylinders			Group
	(in $ millions) (audited)
2009 revenue—as reported under IFRS-IASB	$	184.8		$	186.5		$	371.3
FX Translation impact—on non-U.S. operating results		(1.9	)		(2.8	)		(4.7	)
2009 revenue—adjusted for FX translation	$	182.9		$	183.7		$	366.6
Trading variances for ongoing operations—2010 v 2009		20.6			15.5			36.1
2010 revenue—as reported under IFRS-IASB	$	203.5		$	199.2		$	402.7

The above table shows the change in each division's revenue between 2010 and 2009. It separates the impact of changes in average exchange rates on non-U.S. operations when translated into U.S. dollar consolidated results. The following discussion provides an explanation of our increase in revenue by division.

Elektron

The Elektron division's revenue was $203.5 million in 2010, an increase of $18.7 million from $184.8 million in 2009. Excluding the impact of exchange rate translation (a $1.9 million adverse impact on revenue attributable to a stronger average U.S. dollar exchange rate used to translate revenues from operations outside the United States), the increase in revenue at constant translation exchange rates was $20.6 million, or 11.1%, from 2009, and was primarily due to an increase in sales volumes and partially due to higher pricing, as market demand recovered from the recession in 2008 and 2009. In late 2010, we imposed a rare earth surcharge on sales of various products, primarily impacting the sales of auto-catalysis chemicals used in catalytic converters. These rare earth surcharges equaled $3.2 million, and we used these surcharges to recover increased raw material costs that we incurred.

Overall sales volumes of our magnesium operations increased by 5% in 2010 from 2009. This growth was primarily driven by a 41% increase in recycling volume, an 18% increase in high performance aerospace alloys volume and a 39% increase in commercial powders volume. Our increase in overall sales volumes was partially offset by a decrease in sales volumes of military powders of 9% in 2010, primarily due to reduced demand by the U.S. military for decoy flares.

Demand for photo-engraving plates recovered in 2010, with sales volumes increasing by 17% in 2010. While there was some restocking of inventories in distribution chains in Western markets in 2010, sales in this market have been relatively stable. Sales in developing economies, such as Eastern Europe and the Middle East, increased due to growing demand in the graphic arts markets for high-end product packaging and printing.

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Due to general recessionary pressures and challenges in the automotive market, our zirconium chemical sales decreased sharply during the recession in 2008 and early 2009, particularly in automotive applications such as catalytic converters. Sales recovered, however, in the second half of 2009 and in 2010, with zirconium chemical sales volumes increasing by 24% in 2010. Sales volumes of our catalyst products for automotive engines increased by 6% in 2010, primarily driven by the re-stocking of the supply chain in the North American automotive industry and by increased demand from emerging economies, particularly China. Sales volumes of ceramic and reactive chemicals that are used in environmentally-friendly applications, such as sensors used in engine management systems and for improving energy efficiencies in electronics such as LED backlight technology, increased by over 50% in 2010.

Gas Cylinders

The Gas Cylinder division's revenue was $199.2 million in 2010, an increase of $12.7 million from $186.5 million in 2009. Excluding the impact of exchange rate translation (a $2.8 million adverse impact on revenue attributable to a stronger average U.S. dollar exchange rate used to translate revenues from operations outside the United States), the increase in revenue at constant translation exchange rates was $15.5 million, or 8.4%, from 2009, and the increase was primarily due to an increase in sales volume, in particular in fire extinguisher and industrial cylinders, as market demand recovered from the recession in 2008 and 2009.

The demand for composite cylinders decreased in 2010 from 2009, although sales of alternative fuel cylinders for CNG-powered vehicles continued to increase. Average prices remained relatively stable in 2010, with a modest average reduction in prices of less than 1% compared to 2009, which was not unusual given that there was a fall in average raw material prices.

Unit sales of aluminum industrial gas cylinders increased by 15% in 2010 from 2009, with larger industrial cylinder sales recovering from the economic downturn in 2009 when gas companies supplying the semi-conductor markets reduced their purchases of new cylinder inventories. Unit sales of aluminum fire extinguisher cylinders increased by 25% in 2010 from 2009, primarily due to an increase in sales in the United Kingdom, where we won new accounts and demand from a major customer, UTC Chubb, was significantly higher than in 2009. In addition, unit sales of medical aluminum cylinders made from our lightweight high-strength alloy L7X increased by 30% in 2010 from 2009, primarily due to increasing demand for these cylinders by end-users and medical oxygen providers in the United Kingdom and other European markets, as customers valued their greater portability and ability to store more oxygen due to greater alloy strength when compared to a standard aluminum cylinder.

Unit sales of composite cylinders decreased by 8% in 2010 from 2009, attributable primarily to decreased demand for composite medical cylinders, particularly in Europe. Although sales of L7X aluminum cylinders continued to grow, our sales of the higher priced composite cylinders were adversely impacted by reduced spending in the public service sector, as authorities deferred spending on ambulance and fire services. This decrease was partially offset by unit sales of larger alternative fuel composite cylinders for CNG-powered vehicles, which increased by 46% in 2010, primarily due to increasing investment in alternative fueled trucks and buses in North America.

Superform sales at constant translation exchange rates increased by 12% in 2010 from 2009. While tooling sales decreased by 52% from 2009, forming sales increased by 37% in 2010 from 2009, as projects moved from the design stage into full production. Sales in the luxury specialty automotive sector increased as major new vehicles, incorporating specifically designed parts using the superforming process, entered full production in 2010. There was also significant growth in infrastructure investment projects, especially for the London Underground, which led to an increase in demand for rail transport rolling stock, a major end-application for our Superform technology.

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Cost of Sales.    Our cost of sales was $305.1 million in 2010, an increase of $9.4 million from 2009. There was a translation gain on costs of sales of non-U.S. operations of $3.8 million, with an increase in costs at constant translation exchange rates of $13.2 million, or 4.5%, from 2009. While higher sales volumes were a significant factor in this increase, other factors also affected the cost of sales.

Aluminum and carbon fiber purchase prices were lower, reducing slightly the cost of manufacturing gas cylinders in 2010. There was little net change in the purchase price of the various sources of primary magnesium. Rare earth purchase prices used mainly in our zirconium catalysts, however, increased sharply at the end of 2010. Rare earth cost increases did not have a significant distorting impact on the cost of sales in 2010, because the major increase in price was primarily at the end of the year.

Gross Profit.    Gross profit was $97.6 million in 2010, an increase of $22 million from 2009. Overall gross profit margin improved to 24.2% in 2010 from 20.4% in 2009. The improvement was due to an improved mix of products shifting toward higher margin products. The improvement was also due to production efficiency benefits following an increase in volumes, including the reduction of both labor hours and material usage per unit of production, as well as automation projects in manufacturing facilities. Price changes had very little impact on the change in gross profit margins, with the rare earth surcharge covering the rise in cost of rare earths. We had a net decrease in other sales prices, this decrease was generally offset by cost saving through lower raw material costs.

Distribution Costs.    Our distribution costs were $7.4 million in 2010, an increase of $0.6 million, or 8.8%, from $6.8 million in 2009. The increase was attributable to higher sales volumes resulting in more goods transported to customers.

Administrative Expenses.    Our administrative expenses were $44.5 million in 2010, an increase of $4.1 million, or 10.1%, from $40.4 million in 2009, due to increased spending on research and development and marketing and advertising. However, the translation to U.S. dollars of business costs at different exchange rates decreased the costs by $0.5 million. Due to pay freezes, inflation had a limited impact on employment costs, but performance related employment bonuses were higher than 2009, as a result of improved financial results.

Expenses related to research and development increased by $2.6 million to $8.9 million in 2010 from 2009. This increase in research and development expenses was partially offset by an increase in the amount funded from government grants and fees paid by customers, which amounted to $3.1 million in 2010 compared to $1.6 million in 2009. The largest third party grant was related to our work developing lightweight armor plating for the U.S. military, and we have been receiving funding for a number of years to support this project. As a result, the net amount relating to research and development costs charged to our income statement only increased to $5.8 million in 2010 from $4.7 million in 2009.

Share of start-up costs of joint venture.    In late 2009, we entered into a joint venture agreement to establish a manufacturing facility to produce gas cylinders in India. The joint venture has been accounted for using the equity method, as the partners have a contractual agreement that establishes joint control over the economic activities of the entity. The loss attributable to the start-up costs of the joint venture in 2010 was $0.1 million, the same as in 2009. The joint venture has commenced its operations and trading in 2011.

Operating Profit.    Our operating profit was $44.9 million in 2010, an increase of $17.6 million, or 64.5%, from $27.3 million in 2009. Our trading profit was $45.7 million in 2010, an increase of $17.3 million, or 60.9%, from $28.4 million in 2009. Trading profit is the "segment profit" performance measure used by our chief operating decision maker as required under IFRS 8 for divisional segmental analysis. Management also believes that the presentation of group trading profit is useful to investors because it is a key performance indicator used by management to measure financial performance.

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Trading profit is defined as operating profit before restructuring and other income (expense). See "Note 2—Revenue and segmental analysis" to our audited consolidated financial statements.

Analysis of trading profit and operating profit variances from 2009 to 2010 for continuing operations

	Elektron Trading Profit			Gas Cylinders Trading Profit		Group Trading Profit			Restructuring and other expense			Group Operating Profit
	(in $ millions) (unaudited)
2009—as reported under IFRS-IASB	$	23.3		$	5.1	$	28.4		$	(1.1	)	$	27.3
FX Translation impact—on non-U.S. operating results		(0.3	)		—		(0.3	)		—			(0.3	)
2009—adjusted for FX translation	$	23.0		$	5.1	$	28.1		$	(1.1	)	$	27.0
Trading variances for ongoing operations—2010 v 2009		10.5			7.1		17.6			0.3			17.9
2010—as reported under IFRS-IASB	$	33.5		$	12.2	$	45.7		$	(0.8	)	$	44.9

The above table shows the change in each division's trading profit, group trading profit and operating profit between the 2010 and 2009. The table also provides a reconciliation of group trading profit to group operating profit. The table separates the impact of changes in average exchange rates on non-U.S. operations when translated into U.S. dollar consolidated results.

Translating our non-U.S. operations into U.S. dollars has resulted in an incremental decrease in our trading profit and operating profit of $0.3 million and $0.3 million, respectively, in 2010. The decrease represented 1% of the change in trading profit and 1% of the change in operating profit from 2009 due to both years having similar average exchange rates. At constant translation exchange rates, our trading profit increased by $17.6 million or 62.6% and our operating profit increased by $17.9 million or 66.3% in 2010.

Higher sales volumes and a better sales mix of our products as explained above under our discussion of revenue, with little net impact from changes in sales prices and raw material costs, had a positive impact of $18.8 million on our trading profit and operating profit in 2010.

We had a number of cost changes that together resulted in reducing trading profit and operating profit by $1.2 million in 2010. The main reasons for these changes were as follows:

•

We had an increase in central costs of $0.2 million, which related to the levy charged on the U.K. Luxfer Group Pension Plan by the PPF. The PPF applies a levy on all U.K. defined benefit pension plans to pay for the cost of U.K. plans that it has taken over after a sponsor has gone into insolvency when a plan is underfunded. The cost of the PPF levy for us was $2.7 million in 2010, an increase of $0.2 million from 2009. The levy funding cost is usually known in advance of the following accounting year, and the levy formula includes a weighting for each company's relevant credit risk. We have worked to minimize our relevant risk rating, resulting in the reduction of the cost of this levy by $1.0 million in 2011 to $1.7 million.

•

Although the PPF levy increased, accounting charges for our defined benefit plans decreased in 2010. The total impact on trading profit and operating profit was a $2.0 million gain when compared to 2009. The reduction in retirement benefit costs reflects the decreased actuarial costs of the U.K. and U.S. plans under IAS 19 accounting and, although this cost has decreased overall in 2010, it was also subject to market fluctuations during the period. We have been working to reduce our cost of defined benefit plans in the longer term, although most initiatives take a while to result in lower income statement charges. For example, all the major defined benefit plans are

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now closed to new members. The main U.K. plan has been changed to a career average plan, with a salary cap, and the U.S. plans are completely closed, with no new benefit accruing to any members. Over time we believe these actions should help reduce the total cost of these plans.

•

The foreign exchange transaction rates on sales and purchases had a positive impact of $2.0 million, net of the benefit of utilizing foreign currency exchange derivative contracts.

•

Employment and other costs have increased by a net $5.1 million in 2010, reflecting inflation in non-employment areas, the reversal of certain short term cost saving measures achieved in 2009 and the impact of high bonuses awarded to management and shop floor staff in reward for the Group achieving the top end of its budget targets in 2010. These increases in costs were significantly mitigated by various production and other operational efficiencies, which together reduced the impact of the higher costs by approximately 50%.

The trading profit results by division are further explained in more detail below:

Elektron

The Elektron division's trading profit of $33.5 million in 2010 was an increase of $10.2 million from $23.3 million in 2009. Changes in exchange rates used to translate segment profit into U.S. dollars led to a $0.3 million decrease in 2010, and therefore profits at constant translation exchange rates increased by $10.5 million, or 45.7%.

As discussed above, sales volumes increased significantly for both our magnesium and zirconium products. The cost of magnesium in 2010 was slightly higher than 2009, while the cost of zirconium raw materials increased due to restrictions imposed by the Chinese government on the export of rare earths in the second half of 2010. The scale of these increases required that we pass them on to our customers by way of a surcharge, which recovered the costs. Magnesium sales prices were slightly reduced, mainly due to market conditions and the renewal of long-term contracts, last negotiated during the rise in magnesium prices in 2008.

The decrease in retirement benefit charges allocated to the Elektron division was $1.2 million in 2010, since this division had more members in the relevant pension plans compared to the Gas Cylinders division.

The division incurred a bad debt in 2009, which resulted in a cost of $0.1 million. In 2010, there were no major bad debts, resulting in a favorable variance.

Other costs increased by a net $1.9 million in 2010, consisting of $4.8 million of higher operating costs, offset by $2.9 million of efficiency savings. The division made substantial cost savings during 2009 as it reduced costs through temporary shutdowns targeted at various plants, which were primarily impacted by the dramatic fall in automotive production in Europe and the United States. In 2010, these plants were in full production and therefore costs have increased from 2009. We also incurred costs of $1.2 million relating to a fire in October 2010 at our U.S. magnesium rolling mill operation, which destroyed two ovens and part of the building. The costs include the write-off of plant and equipment, the insurance excess and legal and professional fees relating to the claim. The increase in volumes resulted in a much higher utilization of plant and equipment and this, together with improved productivity, has generated favorable production efficiency gains of $2.9 million in 2010.

Gas Cylinders

The Gas Cylinders division's trading profit of $12.2 million in 2010 was an increase of $7.1 million from $5.1 million in 2009, an increase of 139%. There was no translation impact of non-U.S. operating results due to only small changes in translation exchange rates.

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As discussed above, increased sales volumes, an improved sales mix and reduced raw material costs benefited trading profit in 2010 by $7.2 million. Overall average sales prices decreased slightly but by less than the raw material cost reduction, thus resulting in an overall margin improvement.

Although there was little change in the exchange rates between the major currencies in which the division buys and sells goods, foreign exchange transaction rates on sales and purchases had a positive impact of $2.5 million, net of the benefit of utilizing foreign currency exchange derivative contracts.

Other costs increased by a net $3.2 million, which include the reversal of short-term savings made in 2009 and increased expenditures on research and development, maintenance, bonus provisions and marketing costs. In 2009, the Gas Cylinders division incurred an additional cost of $0.4 million relating to lost production time caused by the re-organization project of the previous year. In 2010, we realized the full benefit of the project as we improved production efficiencies by $2.2 million.

The division's allocation of the lower retirement benefit charges net of the higher PPF levy cost was $0.6 million in 2010. This allocation for the Gas Cylinders division was less than for the Elektron division because it had fewer members in the relevant plans.

Restructuring and other expense.    We incurred restructuring and other expense charges of $0.8 million in 2010 compared to $1.1 million in 2009. These charges in 2010 consisted of a $0.2 million charge due to a rationalization exercise in our zirconium operations and $0.6 million charge related to the demolition of a vacant building in Redditch, United Kingdom that we own. We had previously used the building as part of our Specialty Aluminum division but, after the division's sale in December 2007, we leased the building to the new owners of the division. During 2010, we reached an agreement with the lessee's parent company to pay us $1.1 million to fund the demolition of the building in return for terminating the lease and agreeing to waive the guarantee of the lease. We incurred a total charge of $1.7 million in relation to the demolition, which included $0.6 million to write off the net book value of the buildings, $0.8 million in relation to demolition costs, and $0.3 million of environmental remediation costs.

Disposal costs of intellectual property.    In 2010, we incurred a non-operating charge of $0.4 million for costs associated with a review during 2009 by the U.S. Federal Trade Commission ("FTC") concerning the impact of our acquisition of Revere Graphics Worldwide ("Revere") in 2007 on competition in the magnesium photo-engraving market. In order to resolve expeditiously the FTC's review, we are working on a voluntary basis to license the intellectual property ("IP") rights specifically related to this acquired business. Using external consultants, we undertook a marketing exercise during 2010 to license the IP rights, but we received little interest from third parties in entering this capital intensive, mature market. We are in negotiations with the one party currently expressing an interest and still expect that a license of the IP rights will take place in 2011. The license will not include our own Magnesium Elektron IP rights, only rights in relation to the IP of the acquired business. We will not be required to sell any of the manufacturing assets that we need to run our business.

Acquisition costs.    In 2009, we incurred a charge of $0.5 million for costs related to the Revere acquisition.

Finance income—interest received.    Interest received was $0.2 million in 2010 and 2009. Interest received is relatively low because we generally use surplus cash to repay debt and save on interest payment costs rather than placing cash on deposit. The interest received includes $0.1 million of interest received for 2010 and $0.2 million for 2009 from the loan note due to us from the buyers of our Specialty Aluminum division.

Finance income—Gain on purchase of own debt.    During 2010, we purchased $5.5 million of the then outstanding Senior Notes due 2012 for $5.0 million through Luxfer Group Limited, a subsidiary of Luxfer Holdings PLC. The gain on the purchase of the Senior Notes due 2012 was $0.5 million and has been included within Finance Income. No repurchase of debt was undertaken in 2009.

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Finance costs—interest costs.    The finance costs of $9.6 million that we incurred in 2010 decreased from $11.8 million in 2009, primarily due to our reduced level of debt and a lower floating interest rate on our then outstanding Senior Notes due 2012.

The finance costs we incurred in 2010 included $7.5 million of interest payable on our Senior Notes due 2012, $0.8 million of interest payable on our Previous Credit Facility and $1.3 million of amortization related to historic finance costs. The finance costs that we incurred in 2009 included $9.5 million of interest payable on our Senior Notes due 2012, $1.3 million of interest payable on our Previous Credit Facility and $1.0 million of amortization related to historic finance costs. The finance costs have therefore fallen since 2009 due mainly to the reduced level of debt and the lower interest rate charged on our Senior Notes due 2012, which had a floating interest rate linked to six-month U.K. LIBOR.

Taxation.    In 2010, our tax expense was $9.9 million on profit before tax of $35.6 million. The effective tax rate was 27.8%. Of the charge of $9.9 million, $9.5 million related to current tax payable and $0.4 million was a deferred taxation charge.

In 2009, our tax expense was $5.7 million on profit before tax of $15.2 million. The effective tax rate was 37.5%. Of the charge of $5.7 million, $4.0 million related to current tax payable and $1.7 million was a deferred taxation charge.

The reduction in the effective tax rate in 2010 was attributable to the increased profitability of the U.K. operations where, due to the interest burden of the Senior Notes due 2012 and certain tax allowances, no current tax was payable in 2010.

Profit for the Financial Year.    As a result of the above factors, our profit for the financial year was $25.7 million in 2010, an increase of $16.2 million, or 170.5%, from $9.5 million in 2009.

Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

Revenue.    Our revenue for continuing operations was $371.3 million in 2009, a decrease of $104.6 million from $475.9 million in 2008. Excluding the impact of exchange rate translation (a $30.3 million adverse impact on revenue attributable to a stronger average U.S. dollar exchange rate used to translate revenues from operations outside the United States), the decrease in revenue at constant translation exchange rates was $74.3 million, or 16.7%. This decrease was due mainly to decreased sales volumes across a range of major markets caused by the recession in 2008 and 2009, particularly in North America and Europe. The decrease in sales volumes reduced revenue by $94.5 million in 2009 from 2008. The decrease in revenue was partially offset by $9.6 million from higher prices in 2009 that were on average 2.2% higher than in 2008 and more favorable transaction exchange rates on export sales that had a positive impact on revenue of $11.2 million.

Analysis of revenue variances from 2008 to 2009 for continuing operations

	Elektron			Gas Cylinders			Group
	(in $ millions) (audited)
2008 revenue—as reported under IFRS-IASB	$	241.5		$	234.4		$	475.9
FX Translation impact—on non-U.S. operating results		(17.9	)		(12.4	)		(30.3	)
2008 revenue—adjusted for FX translation	$	223.6		$	222.0		$	445.6
Trading variances for ongoing operations—2009 v 2008		(38.8	)		(35.5	)		(74.3	)
2009 revenue—as reported under IFRS-IASB	$	184.8		$	186.5		$	371.3

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The above table shows the change in each division's revenue between 2009 and 2008, as disclosed in "Note 2—Revenue and segmental analysis" to our audited consolidated financial statements. It separates the impact of changes in average exchange rates on non-U.S. operations when translated into U.S. dollar consolidated results. The following discussion provides an explanation of our decrease in revenue by division.

Elektron

The Elektron division's revenue was $184.8 million in 2009, a decrease of $56.7 million from 2008. Excluding the impact of exchange rate translation (a $17.9 million adverse impact on revenue attributable to a stronger average U.S. dollar exchange rate used to translate revenues from operations outside the United States), the decrease in revenue at constant translation exchange rates was $38.8 million, or 17.4%, from 2008, and was primarily due to a decrease in sales volume, partially offset by some increased prices compared to 2008.

The decrease was primarily due to a decrease in sales volumes in a number of markets, although mainly in low margin products. Lower automotive demand was a major factor, particularly in the first half of 2009. Demand for our G4 auto-catalysis, however, increased in the second half of 2009, and sales in 2009 increased by 10% from 2008.

Overall sales volumes of our magnesium operations decreased in 2009 due to lower volumes of 35% as most of our end-markets had some level of reduction in demand from 2008. Recycling volumes decreased by 52% in 2009 from the same period in 2008, primarily due to a decrease in European automotive production for larger luxury branded models that use more magnesium components than smaller vehicles. Sales volumes of normal commercial alloys fell by 26% in 2009 after benefiting from higher than normal sales to the die-casting industry in 2008. Although sales of our aerospace and defense products fared better than other products, sales volume decreased, with lower decoy flare products sales in the latter part of the year.

Sales volumes for photo-engraving plates decreased in 2009 by 7%, primarily attributable to a significant decrease in demand in the United States, partially offset by relatively strong sales in Europe and the Middle East, particularly in some developing countries. The demand for photo-engraving plates is partly driven by demand for packaging of luxury goods. The recession in 2008 and 2009 negatively impacted this demand in developed countries, but demand grew in developing countries.

Sales volumes of our zirconium operations decreased sharply during the first half of 2009 as demand from most of our end-markets was well behind 2008. Our catalysis business had already seen volumes decrease in 2008 as a result of the U.S. automotive industry going into recession and its big three manufacturers, Ford, General Motors and Chrysler, experiencing financial problems. This continued into 2009, but there was then a major upturn in demand from the middle of the third quarter, with the G4 auto-catalysis sales improving substantially. Although total catalysis unit sales volume was down 14% in 2009, G4 auto-catalysis sales volume was up 10% from 2008, despite sales of G4 being down 21% in the first half 2009 compared to the same period in 2008. Demand decreased again very late in 2009.

Gas Cylinders

The Gas Cylinder division's revenue was $186.5 million in 2009, a decrease of $47.9 million from $234.4 million in 2008. Excluding the impact of exchange rate translation (a $12.4 million adverse impact on revenue attributable to a stronger average U.S. dollar exchange rate used to translate revenues from operations outside the United States), the decrease in revenue at constant translation exchange rates was $35.5 million, or 16.0%, from 2008, and the decrease was primarily due to a decrease in sales volume, partially offset by a 1.5% benefit from more favorable transaction exchange rates on export sales and a small 0.4% increase in selling prices compared to 2008.

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This decrease in revenue is mainly attributable to the decreased demand for cylinders in 2009, as customers reduced their purchases as a result of their reduced capital investments. Both aluminum and composite cylinder sales levels decreased in 2009, although aluminum unit sales fell slightly more than composite cylinder sales.

Unit sales of aluminum industrial gas cylinders decreased by 26% in 2009 from 2008, with the greatest impact on sales of larger higher value industrial cylinders, as gas companies supplying the semi-conductor markets reduced their spending on new cylinder inventory in order to conserve their cash flow. Our unit sales of beverage CO2 cylinders and, in particular, scuba-gear cylinders decreased due to the economic downturn as end-customers reduced their discretionary spending in leisure markets. We also experienced a large decrease in standard aluminum medical cylinder sales in the United States. In Europe, however, after a strong improvement in sales in 2008, unit sales of lightweight medical aluminum cylinders remained strong due to the continued success of our products made from lightweight high-strength L7X alloys.

Unit sales of composite cylinders decreased by 14% in 2009 from 2008, primarily as a result of decreased demand for life support cylinders used by U.S. fire departments for SCBA. In general, although federal funding in the United States for SCBA cylinder purchases continued in 2009, state and municipal governments deferred funding these units, resulting in a decrease in unit sales to our major customers in the United States. This decrease in unit sales of SCBA cylinders in 2009, however, was partially offset by an increase in sales outside the United States, as we benefited from our earlier investment in manufacturing and sales functions in Europe and Asia. Although global SCBA cylinder sales, including in the United States, fell 16% in 2009, sales in Europe rose 24%. Unit sales of larger alternative fuel composite cylinders for CNG-powered vehicles decreased by 9% in 2009.

Superform sales at constant translation exchange rates decreased by 1% in 2009 from 2008. While forming sales decreased by 16% from 2008 as automotive and commercial aircraft customers significantly reduced production levels, this decrease in revenue was partially offset by an increase by 62% in 2009 in tooling sales as customers focused on design projects that would start full production in 2010. In addition, forming sales partially recovered in late 2009 as we won new projects, requiring us to commit to expanding capacity in 2010 to meet projected demand. In late 2009, we also experienced an increase in forming sales for train fronts and interiors related to upgrading the London Underground.

Cost of Sales.    Our cost of sales was $295.7 million in 2009, a decrease of $86.1 million from 2008. There was a translation gain on costs of sales of non-U.S. operations of $25.4 million, with a decrease in costs at constant translation exchange rates of $60.7 million, or 17%, from 2008. While lower sales volumes were a significant factor in this reduction, other factors also affected the cost of sales.

The average cost of aluminum per metric ton (based on the average LME base cost, adjusted for the time lag of inventory impacting the cost of sales and fixed price and hedging instruments) in 2009 was estimated at $1,922 compared to the 2008 average of $2,704 per metric ton. Due to higher than normal stock levels at the end of 2008, the full benefit of the lower costs in 2009 was reduced to approximately $1.5 million. In 2008 the price of Chinese sourced magnesium was artificially inflated due to the restriction of production ahead of the Olympic Games. The average price of Chinese sourced magnesium in 2008 was $4,373 per metric ton and, by 2009, this had fallen to $2,686 per metric ton, with a resultant reduction benefitting cost of sales by $1.5 million. The reduction in demand from the automotive sector for catalyst products in 2009 resulted in our zirconium operations reducing production, with correspondingly significant reduction in the cost base. This reduction was offset by increases in the costs of the input chemicals which were $4.4 million higher in 2009 than the previous year. Utility costs were lower in 2009 than the previous year, driven by lower energy prices and a series of efficiency and cost saving exercises. The benefit of this reduction in 2009 was $2.5 million.

Gross Profit.    Gross profit was $75.6 million in 2009, a decrease of $18.5 million from 2008. Overall gross profit margin improved to 20.4% in 2009 from 19.8% in 2008. Since we have a large fixed

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manufacturing cost base, a decline in volumes puts downward pressure on our gross margin percentage, but we were able to reduce operating costs through a series of temporary plant shut-downs and tighter cost controls. Within the Elektron division, the decline in volumes related more to the commodity end of our product mix, and higher margin product sales fared better.

Distribution Costs.    Our distribution costs were $6.8 million for 2009, a decrease of $1.5 million, or 18%, from $8.3 million for 2008. The decrease was primarily attributable to a fall in sales volumes and therefore the amount of goods transported to customers.

Administrative Expenses.    Our administrative expenses were $40.4 million in 2009, a decrease of $4.0 million, or 9%, from $44.4 million in 2008. The translation of business costs at different exchange rates reduced the costs by $2.9 million.

The cost of the U.K. PPF levy charged by the regulator on our Luxfer Group Pension Plan increased costs by an additional $1.3 million.

Expenses related to research and development decreased by $0.9 million to $6.3 million in 2009 from 2008, and we were able to increase the amount funded from grant income to $1.6 million offset these expenses, up from grant income of $0.6 million in 2008. This enabled us to reduce the net amount relating to research and development costs charged to the income statement from $6.6 million in 2008 to $4.7 million in 2009. We also worked to increase external funding for research during 2009 and, as explained earlier, we have been awarded a number of grants for 2010 to develop advanced materials for the U.S. military.

Share of start up costs of new joint venture.    In late 2009, we entered into a joint venture agreement to establish a manufacturing facility to produce gas cylinders in India. The joint venture has been accounted for using the equity method, as the partners have a contractual agreement that establishes joint control over the economic activities of the entity. The loss attributable to the start up costs of the joint venture in 2009 was $0.1 million, with no costs charged in 2008.

Operating profit.    Our operating profit was $27.3 million in 2009, a decrease of $11.4 million, or 29.5%, from $38.7 million in 2008. Our trading profit was $28.4 million in 2009, a decrease of $13.5 million, or 32.2%, from $41.9 million in 2008. Trading profit is the "segment profit" performance measure used by our chief operating decision maker as required under IFRS 8 for divisional segmental analysis. Trading profit is defined as operating profit before restructuring and other income (expense). Management also believes the presentation of group trading profit is useful to investors because it is a key performance indicator used by management to measure financial performance. See "Note 2—Revenue and segmental analysis" to our audited consolidated financial statements.

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Analysis of trading profit and operating profit variances from 2008 to 2009 for continuing operations

	Elektron Trading Profit		Gas Cylinders Trading Profit		Group Trading Profit		Restructuring and other expense		Group Operating Profit
	(in $ millions) (unaudited)
2008—as reported under IFRS-IASB	$28.4		$13.5		$41.9		$(3.2	)	$38.7
FX Translation impact—on non-U.S. operating results	(0.7	)	(0.7	)	(1.4	)	0.3		(1.1	)
2008—adjusted for FX translation	$27.7		$12.8		$40.5		$(2.9	)	$37.6
Trading variances for ongoing operations—2009 v 2008	(4.4	)	(7.7	)	(12.1	)	1.8		(10.3	)
2009—as reported under IFRS-IASB	$23.3		$5.1		$28.4		$(1.1	)	$27.3

The above table shows the change in each division's trading profit, group trading profit and operating profit between the 2009 and 2008. The table also provides a reconciliation of group trading profit to group operating profit. The table separates the impact of changes in average exchange rates on non-U.S. operations when translated into U.S. dollar consolidated results.

Translating our non-U.S. operations into U.S. dollars has resulted in an incremental decrease in our trading profit and operating profit of $1.4 million and $1.1 million in 2009. The decrease represented 3.3% of the change in trading profit and 2.8% of the change in operating profit from 2008 due to the U.S. dollar being on average stronger in exchange value through 2009 than 2008 when compared to U.K. pound sterling. At constant translation exchange rates, our trading profit decreased by $12.1 million or 29.9% and our operating profit decreased by $10.3 million or 27.4% in 2009.

Lower sales volumes of our products, net of some benefits from sales price increases implemented in 2008, had a negative impact of $18.0 million on our trading profit and operating profit in 2009.

Our operations undertook a major initiative to reduce costs through both permanent redundancies, of which many were implemented in 2008, and also temporary shutdowns and discretionary cuts in spending. We froze pay in most areas of the business and implemented pay cuts in some areas of the business. These initiatives helped reduce employment and other costs by $11.2 million.

We had a number of cost changes that together resulted in net cost increases of $5.3 million in 2009. The main reasons for these changes were as follows:

•

We had an increase in central costs of $1.3 million, which related to the levy charged on the U.K. Luxfer Group Pension Plan applied by the PPF. The PPF applies a levy on all U.K. defined benefit pension plans to pay for the cost of U.K. plans that it has taken over after a sponsor has gone into insolvency when a plan is underfunded. The cost of the PPF levy for us was $2.5 million in 2009. The levy funding cost is usually known in advance of the following accounting year, and the levy formula includes a weighting for each company's relevant credit risk. We have worked to minimize our relevant risk rating in the longer term.

•

Accounting charges for our defined benefit plans increased in 2009. The total additional impact on trading profit and operating profit was $3.5 million of additional expense. The increase in retirement benefit costs reflects the increased actuarial costs of the U.K. and U.S. plans under IAS 19 accounting and, although this cost increased significantly overall in 2009, it was also subject to market fluctuations during this period. We have been working to reduce our cost of defined benefit plans in the longer term, although most initiatives take a while to result in lower income statement charges. For example, all the major defined benefit plans are now closed to new

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members. The main U.K. plan has been changed to a career average plan, with a salary cap, and the U.S. plans are completely closed, with no new benefit accruing to any members. Over time we believe these actions should help reduce the total cost of these plans.

•

In 2009, we had a bad debt write off relating to one customer in the automotive industry of $0.1 million.

•

Our Gas Cylinders division underwent a major restructuring of its manufacturing operations to improve efficiencies and profitability. As a result of this restructuring, the division incurred costs from lost production time, which we estimated to be $0.4 million.

The trading profit results by division are further explained in more detail below:

Elektron

The Elektron division's trading profit was $23.3 million for 2009, a decrease of $5.1 million from $28.4 million in 2008. The decrease in our Elektron division's trading profit in 2009 excluding the impact of translation exchange rate translation was $4.4 million, or 15.9%.

As explained above under "—Key Line Items—Revenue," the underlying trading revenue was down $38.8 million, or 17.4%. Sales unit volumes were down more than this, but average sales prices were higher in 2009 due to some incremental benefit from a full year of price increases made during 2008 to cover higher costs. Average material costs were slightly higher than 2008, although in some markets, costs fell, while in others they rose. For example, the average cost of magnesium sourced from the United States increased significantly, but the average cost of magnesium sourced from China decreased. We only use U.S. sourced materials for certain military and other specialized applications in the United States, and we therefore had to seek sales price increases to help offset these higher costs. The division's U.K. manufacturing facilities exported a large proportion of their sales and benefited from the weaker sterling exchange rates, but overall the reduced sales volume was still the dominant factor driving the revenue decline across the division. The net of these trading variances was a negative impact of $8.3 million on trading profit in 2009.

The increase in retirement benefit charges allocated to the Elektron division was $2.9 million, since this division had more members in the relevant pension plans compared to the Gas Cylinders division.

The division achieved substantial cost savings during 2009, which were the result of a combination of factors. These included the benefit of the integration of the Revere operations acquired in the latter part of 2007. The division also reduced costs through temporary shutdowns targeted at various plants, which were impacted by the dramatic fall in automotive production in Europe and the United States. These plants were brought back into production at the end of 2009 as volumes started to improve. Other cost savings were achieved from reduced headcounts, as we eliminated some redundancies at a number of plants at the end of 2008 and into 2009. Overall the division achieved $6.9 million in cost savings, which helped to offset much of the negative trading impact from sales and purchase volumes.

The division incurred only one notable bad debt in 2009, which resulted in an additional cost of $0.1 million.

Gas Cylinders

The Gas Cylinder division's trading profit was $5.1 million in 2009, a decrease of $8.4 million from $13.5 million in 2008. The decrease in our Gas Cylinder division's trading profit in 2009 excluding the impact of translation exchange rate translation was $7.7 million, or 60.2%. Lower sales volumes were the reason for the fall in underlying profits, and net of some benefit from lower material costs, this reduced profits by $9.7 million. Sales pricing was fairly stable across most markets.

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The division achieved net cost savings of $4.3 million in 2009, which related to both the incremental benefits of the production reorganization and automation projects in the gas cylinder facilities in 2008 and some further cost saving measures in its fixed costs. Although the reorganization and automation projects were completed in 2009, the size of the projects resulted in some loss in efficiencies in 2009. This included $0.4 million of additional costs from lost production time earlier in the year and also higher levels of costs associated with reworking of products while these projects were being implemented and as new production lines were being introduced.

The division's allocation of the higher retirement benefit charges was $1.9 million in 2009, which was lower than the Elektron division's allocation due to fewer past and present active members of these plans coming from the Gas Cylinders division.

Restructuring and other expense.    We incurred restructuring and other expenses of $1.1 million in 2009 compared to $3.2 million in 2008. We implemented a significant number of rationalization projects in 2009 and 2008, and we incurred a $1.1 million and $2.0 million charge in 2009 and 2008, respectively, with respect to these rationalization projects. In addition to these rationalization measures, we incurred a charge $0.9 million in 2008 for a loss related to disposal of redundant assets at our Riverside facilities. In 2008, we also incurred a charge of $0.3 million for environmental remediation matters in relation to the Riverside facility.

Acquisition costs.    In 2009, we incurred a charge of $0.5 million for costs related to the Revere acquisition.

Finance income.    In 2009, we received interest income of $0.2 million in relation to the loan note owed to us from the purchasers of the Specialty Aluminum division, which we sold to them in early 2008. In 2008, we also received $0.2 million in relation to the same loan note and $0.1 million of interest from cash deposits made with banks in the year.

Finance costs.    The finance costs of $11.8 million that we incurred in 2009 decreased from $17.7 million in 2008, primarily due to our reduced level of debt and a lower floating interest rate on our then outstanding Senior Notes due 2012.

The finance costs we incurred in 2009 included $9.5 million of interest payable on our Senior Notes due 2012, $1.3 million of interest paid on our Previous Credit Facility and $1.0 million of amortization related to issue costs in relation to both the Senior Notes due 2012 issued in 2007 and the extension of our Previous Credit Facility agreed in 2009.

The finance costs we incurred in 2008 included $15.3 million of interest payable on our Senior Notes due 2012, $2.2 million of interest paid on our Previous Credit Facility and $0.2 million of amortization related to historic finance costs relating to the issue of the Senior Notes due 2012.

Taxation.    In 2009, our tax expense was $5.7 million on profit before tax of $15.2 million. The effective tax rate was 37.5%. Of the charge of $5.7 million, $4.0 million related to current tax payable and $1.7 million was a deferred taxation charge.

In 2008, our tax expense was $8.2 million on profit before tax of $21.3 million. The effective tax rate was 38.5%. Of the charge of $8.2 million, $5.6 million related to current tax payable and $2.6 million was a deferred taxation charge.

Profit for the Financial Year.    As a result of the above factors, our profit for the financial year was $9.5 million in 2009, a decrease of $3.6 million, or 27.5%, from $13.1 million in 2008.

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Liquidity and Capital Resources

Liquidity

Our liquidity requirements arise primarily from obligations under our indebtedness, capital expenditures, the funding of working capital and the funding of hedging facilities to manage foreign exchange and commodity purchase price risks. We meet these requirements primarily through cash flow from operating activities, cash deposits, borrowings under our Revolving Credit Facility and accompanying ancillary hedging facilities. As of September 30, 2011, we had available $33.1 million under our Revolving Credit Facility. See "—Financing —Senior Facilities Agreement."

Although we have made no large acquisitions in the last few years, we do from time to time consider acquisitions or investments in other businesses that we believe would be appropriate additions to our business. For example, we purchased Revere for $14.7 million in 2007. Any such acquisitions or investments in the future may require additional funding, which may be restricted by the terms of our current or future debt arrangements.

We believe that in the long term, cash generated from our operations will be adequate to meet our anticipated requirements for working capital, capital expenditures and interest payments on our indebtedness. In the short term, we believe we have sufficient credit facilities to cover any variation in our cash flow generation. However, any major repayments of indebtedness will be dependent on our ability to raise alternative financing or to realize substantial returns from the sale of operations. Also, our ability to expand operations through sales development and capital expenditures could be constrained by the availability of liquidity, which, in turn, could impact the profitability of our operations.

On May 13, 2011, we entered into a senior facilities agreement (the "Senior Facilities Agreement"), providing a Term Loan of £30 million ($49 million) and the Revolving Credit Facility of £40 million ($64 million). We refer to the Term Loan and the Revolving Credit Facility as the "New Bank Facilities." On May 13, 2011, we also issued $65 million principal amount of Loan Notes due 2018 in a private placement to an insurance company. In connection with this new financing, we issued a redemption notice for the Senior Notes due 2012, and they were repaid on June 15, 2011. We also fully repaid and cancelled our Previous Credit Facility on June 15, 2011. As of December 31, 2010, we were in compliance with the covenants under the Senior Notes due 2012 and the Previous Credit Facility.

With our current levels of indebtedness, our cash flows may be restricted by the restrictive and financial maintenance covenants imposed by our indebtedness. Our total interest expense was $9.6 million in 2010, compared to $11.8 million in 2009 due to lower variable interest rates and smaller amounts drawn under our Previous Credit Facility. We expect on average to invest approximately $31 million in capital expenditures in 2012. From 2008 to 2010, we have been also incurring $0.8 million to $3.2 million per year in rationalization activities such as the restructuring of our gas cylinder production facilities in 2008. We have also been managing the rising costs of retirement benefits, including higher government insurance levies and some historical environmental remediation requirements. Therefore, we cannot guarantee you that the current levels of liquidity we have available will be sufficient in all circumstances to adequately fund our expansion plans and long-term investment opportunities.

We conduct all of our operations through our subsidiaries. Accordingly, our main cash source is dividends from our subsidiaries. The ability of each subsidiary to make distributions depends on the funds that a subsidiary has from its operations in excess of the funds necessary for its operations, obligations or other business plans. We have not historically experienced any material impediment to these distributions, and we do not expect any local legal or regulatory regimes to have any impact on our ability to meet our liquidity requirements in the future. In addition, since our subsidiaries are wholly-owned by us, our claims will generally rank junior to all other obligations of the subsidiaries. If our operating subsidiaries are unable to make distributions, our growth may slow after the proceeds of this offering are exhausted, unless we are

79

able to obtain additional debt or equity financing. In the event of a subsidiary's liquidation, there may not be assets sufficient for us to recoup our investment in the subsidiary.

Our ability to maintain or increase the generation of cash from our operations in the future will depend significantly on the competitiveness of and demand for our products, including our success in launching new products that we have been developing over many years. Achieving such success is a key objective of our business strategy. Due to commercial, competitive and external economic factors, however, we cannot guarantee you that we will generate sufficient cash flow from operations or that future working capital will be available in an amount sufficient to enable us to service our indebtedness or make necessary capital expenditures.

We are still vulnerable to external shocks because of our level of indebtedness and our fixed costs. In recent years, external economic shocks to oil prices, commodity prices and a weakening U.S. dollar have impacted our results. For example, in 2010, our continuing operations incurred over $14 million of energy costs, purchased over $44 million of primary aluminum and over $32 million of primary magnesium. In 2010, $28.0 million of our operating profit was derived from North American businesses. A significant economic shock that has a major impact on one or several of these risks simultaneously could have a severe impact on our financial position. Other factors could also impact our operations. For example, the Chinese government raised export taxes and cut export quotas on rare earth minerals in 2010. These materials are an important input for our zirconium operations, and due to these restrictions, we not only had to ensure that we had adequate supply of these materials but also had to pass on the severe increase in costs resulting from the reduced supply onto our customers by way of a surcharge. In addition, while we have a diverse set of operations, which protect us against individual market sector downturns, we are still vulnerable to a recession in a particular end-market such as aerospace and defense, medical or automotive.

We operate robust cash and trading forecasting systems that impose tight controls on our operating businesses with regard to cash management. We use regularly updated forecasts to plan liquidity requirements, including the payment of interest on our indebtedness, capital expenditures and payments to our suppliers. Although we have generated cash sufficient to cover most of our liability payments, we also rely on the Revolving Credit Facility to provide sufficient liquidity. Our banking facilities are further explained below under "—Financing—Senior Facilities Agreement." We are not dependent on this offering to meet our liquidity needs for the next twelve months.

Cash Flow

The following table presents information regarding our cash flows, cash and cash equivalents for the nine months ended September 30, 2011 and 2010 and the years ended December 31, 2010, 2009 and 2008:

	Nine Months Ended September 30,				Year Ended December 31,
	2011		2010		2010		2009		2008
	(in $ millions) (unaudited)				(in $ millions) (audited)
Net cash flows from operating activities	$(3.4	)	$24.9		$37.8		$55.5		$35.3
Net cash used in investing activities	(10.7	)	(8.0	)	(15.6	)	(11.9	)	(15.0	)
Net cash flow before financing activities	(14.1	)	16.9		22.2		43.6		20.3
Net cash flows from financing activities	12.9		(15.6	)	(14.6	)	(43.7	)	(21.9	)
Net increase (decrease) in cash and cash equivalents	$(1.2	)	$1.3		$7.6		$(0.1	)	$(1.6	)

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Cash flows from operating activities

	Nine Months Ended September 30,						Year Ended December 31,
	2011			2010			2010			2009			2008
	(in $ millions) (unaudited)						(in $ millions) (audited)
CASH FLOWS FROM OPERATING ACTIVITIES
Profit for the period and year	$	32.2		$	19.4		$	25.7		$	9.5		$	13.1
Adjustments for:
Depreciation and amortisation		10.7			10.1			13.8			13.7			14.7
Past service credit on retirement benefit obligations		(1.6	)		—			—			—			—
Loss on disposal of property, plant and equipment		—			—			0.7			0.1			0.9
Gain on purchase of own debt		—			(0.5	)		(0.5	)		—			—
Net finance costs		7.0			7.1			9.4			11.6			17.4
Disposal costs of intellectual property		0.2			0.6			0.4			—			—
Share of start-up costs of joint venture		0.1			—			0.1			0.1			—
Deferred income taxes		3.9			1.9			0.4			1.7			2.6
(Increase)/decrease in inventories		(26.1	)		(10.8	)		(20.2	)		31.1			(13.8	)
(Increase)/decrease in receivables		(28.9	)		(10.0	)		(1.9	)		5.1			(2.2	)
Increase/(decrease) in payables		8.3			12.4			16.5			(13.2	)		8.0
Movement in retirement benefit obligations		(2.6	)		(5.0	)		(6.7	)		(0.6	)		(4.8	)
Accelerated deficit contributions into retirement benefit obligations		(7.2	)		—			—			—			—
Decrease in provisions		(0.2	)		(0.6	)		(0.7	)		(2.2	)		(2.6	)
Increase/(decrease) in income taxes payable/receivable		0.8			0.3			0.8			(1.4	)		(2.0	)
NET CASH FLOWS FROM OPERATING ACTIVITIES	$	(3.4	)	$	24.9		$	37.8		$	55.5		$	35.3

Net cash flows from operating activities decreased by $28.3 million to $(3.4) million in the first nine months of 2011 from $24.9 million in the first nine months of 2010. In the first nine months of 2010, there was an outflow relating to working capital of $8.4 million. The equivalent figure for the first nine months of 2011 was an outflow of $46.7 million, an increase in working capital expenditure of $38.3 million. One of the main factors in the deterioration in cash flows was the significant price increase in the cost of rare earths sourced from China and the subsequent impact on our working capital.

•

There was an inventory cash outflow of $26.1 million in the first nine months of 2011, an increase of $15.3 million over the equivalent period of 2010. This increase was mainly due to the escalation in the basic cost of rare earths. We also had to make additional purchases of rare earths to ensure we had a strategic level of inventory, which enabled us to agree fixed price surcharges with our customers for several months at a time.

•

In the first nine months of 2011, there was a receivables cash outflow of $28.9 million compared to an outflow of $10.0 million in the first nine months of 2010. The significant increase in the cost of rare earths was successfully passed on to our customers by way of the surcharge. In the first nine months of 2011, this surcharge was $52.7 million. The surcharge has increased receivables as these additional sales are remitted in accordance with normal trading terms. Sales were also higher by $30.7 million, or 10%, excluding the rare earth surcharge, contributing to higher receivable levels.

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•

With the initial implementation of restrictive export quotas, suppliers were able to obtain payment for goods when shipped as opposed to offering credit terms as was previously the case. The impact was for payables not to increase as quickly as inventory, resulting in greater cash outflow.

In June 2011, we undertook a refinancing of the business, and as part of this exercise, we agreed to make advanced payments for a total of $7.2 million into our retirement benefit pension plans. As a result of this advanced payment into the U.K. Luxfer Group Pension Plan, we will benefit from approximately $6.6 million of pre-paid pension payments spread over the twelve months ended March 31, 2012, after which we will resume monthly pension deficit payments. Since this cash flow benefit started only in May 2011, cash outflows from retirement benefit obligations have only decreased from $5.0 million in the first nine months of 2010 to $2.6 million in the first nine months of 2011.

Net cash flows from operating activities decreased by $17.7 million, or 31.9%, to $37.8 million in 2010 from $55.5 million in 2009. The $16.2 million increase in profitability in 2010 over 2009 was offset by an increase in working capital, which had an outflow of $5.6 million in 2010, compared to the inflow of $23.0 million in 2009, a net increase of $28.6 million. The most significant factor affecting working capital related to inventories, with an outflow of $20.2 million in 2010 compared to an inflow of $31.1 million in 2009, a movement of $51.3 million. In the second half of 2008, some businesses were holding strategic stocks purchased to overcome short-term supply issues. In 2009, there was a major effort by management across the company to reduce all working capital levels, especially inventories, and this generated a cash flow benefit that was one-off in nature. In 2010, inventories increased, reflecting the higher levels of trading and the holding of strategic stocks of rare earths, which added $8.4 million to inventory values at the end of 2010. Working capital was also impacted by an outflow of $1.9 million in receivables in 2010, compared to an inflow of $5.1 million in 2009, the $7.0 million movement reflecting the increased trading levels in 2010. The increase in inventory was offset by the movement in payables, which in 2010 was a $16.5 million inflow compared to an outflow of $13.2 million, a net movement of $29.7 million. In 2010, there was also an increase in movement of retirement benefit obligations primarily due to additional payments in respect of the U.K. Luxfer Group Pension Plan deficit remediation funding.

Net cash flows from operating activities increased by $20.2 million, or 57.2%, to $55.5 million in 2009 from $35.3 million in 2008. There was a reduction in profit for the year from $13.1 million in 2008 to $9.5 million in 2009. The most significant factor affecting cash flows from operating activities was working capital, which in 2009 had a net inflow of $23.0 million in 2009 compared to an outflow of $8.0 million in 2008, a movement of $31.0 million. In 2008, we had to make strategic purchases to ensure continuity of supply as some material was restricted, mainly due to the scaling down of industrial activity in China ahead of the Olympic Games. In 2009, there was a major initiative to reduce working capital to levels far below those held in 2008, and this generated an inventory inflow of $31.1 million in 2009 compared to an outflow of $13.8 million in 2008, a movement of $44.9 million. Reduced trading in 2009 resulted in an inflow of receivables of $5.1 million compared to an outflow of $2.2 million in 2008, a movement of $7.3 million. As we consumed inventory in 2009, there was an offsetting reduction in payables , which in 2009 was an outflow of $13.2 million compared to an inflow of $8.0 million in 2008, an adverse cash movement of $21.2 million. In 2009, there was also a reduction in net finance costs paid, mainly as a result of the reduction in the six month LIBOR rate and its impact on the level of interest paid on the Senior Notes due 2012. There was a movement in retirement benefit obligations of $(0.6) million in 2009 compared to $(4.8) million in 2008, the net movement of $4.2 million being attributable to changes in actuarial costs of the U.S. defined benefit plan and the U.K. Luxfer Group Pension Plan under IAS 19 accounting.

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Cash used in investing activities

	Nine Months Ended September 30,						Year Ended December 31,
	2011			2010			2010			2009			2008
	(in $ millions) (unaudited)						(in $ millions) (audited)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment	$	(11.3	)	$	(8.5	)	$	(15.9	)	$	(12.5	)	$	(20.9	)
Purchases of intangible fixed assets		—			—			—			—			(0.5	)
Proceeds on disposal of property, plant and equipment (net of costs)		—			—			—			0.2			0.4
Investment in joint venture								(0.1	)		(0.3	)		—
Proceeds from sale of business (net of costs)		0.8			0.8			0.8			0.7			6.4
Purchases of business (net of costs)		—			—			—			—			(0.4	)
Disposal costs of intellectual property		(0.2	)		(0.3	)		(0.4	)		—			—
NET CASH USED IN INVESTING ACTIVITIES	$	(10.7	)	$	(8.0	)	$	(15.6	)	$	(11.9	)	$	(15.0	)

Net cash outflows used in investing activities increased by $2.7 million, or 33.8%, to $(10.7) million in the first nine months of 2011 from $(8.0) million in the first nine months of 2010. We incurred capital expenditures of $11.3 million in the first nine months of 2011 compared to $8.5 million in the first nine months of 2010. See "—Capital Expenditures." In addition, in the first nine months of 2011, we incurred costs of $0.2 million related to the disposal of certain intellectual property. The net cash flows used in investing activities in the first nine months of 2011 were partially offset by $0.8 million in deferred consideration we received from the sale of our Specialty Aluminum division.

Net cash outflows used in investing activities increased by $3.7 million, or 31.1%, to $(15.6) million in 2010 from $(11.9) million in 2009. We incurred capital expenditures of $15.9 million in 2010 compared to $12.5 million in 2009. See "—Capital Expenditures." In addition, in 2010, we incurred costs of $0.4 million related to the disposal of certain intellectual property. The net cash flows used in investing activities in 2010 was partially offset by $0.8 million in deferred consideration we received from the sale of our Specialty Aluminum division.

Net cash outflows used in investing activities decreased by $3.1 million, or 20.7%, to $(11.9) million in 2009 from $(15.0) million in 2008. We incurred capital expenditures of $12.5 million in 2009 compared to $21.4 million in 2008. See "—Capital Expenditures." In addition, the net cash flows used in investing activities in 2009 was partially offset by $0.7 million in deferred consideration we received from the sale of our Specialty Aluminum division.

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Cash flows from financing activities

	Nine Months Ended September 30,						Year Ended December 31,
	2011			2010			2010			2009			2008
	(in $ millions) (unaudited)						(in $ millions) (audited)
CASH FLOWS FROM FINANCING ACTIVITIES
Interest paid on banking facilities	$	(0.7	)	$	(0.7	)	$	(1.3	)	$	(1.3	)	$	(2.4	)
Interest paid on Loan Notes due 2018		(1.0	)		—
Interest paid on Senior Notes due 2012		(4.5	)		(3.7	)		(7.1	)		(10.9	)		(14.7	)
Interest received on Loan Note		0.1			0.1			0.2			0.2			—
Draw down on previous banking facilities		27.7			—
Repayments of previous banking facilities		(38.5	)		(6.1	)		(1.4	)		(28.3	)		(4.8	)
Draw down on new banking facilities and other loans		144.8			—			—			—			—
Renewal of previous banking facility—financing costs		—			—			(0.2	)		(2.0	)		—
Payments to acquire non-controlling interests		—			—			—			(1.4	)		—
Purchase of shares from ESOP		—			—			0.2			—			—
Repayment of Senior Notes due 2012		(109.8	)		—			—			—			—
Redemption of preference shares		(0.1	)		—			—			—			—
Purchase of Senior Notes due 2012		—			(5.0	)		(5.0	)		—			—
Renewal of banking facilities and other loans—financing costs		—			(0.2	)		—			—			—
Payment of banking facilities and other loans—financing costs		(5.1	)		—			—			—			—
NET CASH FLOWS FROM FINANCING ACTIVITIES	$	12.9		$	(15.6	)	$	(14.6	)	$	(43.7	)	$	(21.9	)

Net cash flows from financing activities increased by $28.5 million to $12.9 million in the first nine months of 2011 from $(15.6) million in the first nine months of 2010. Net cash flows from financing activities in the first nine months of 2011 were primarily attributable to $144.8 million drawn down under our New Bank Facilities, partially offset by net cash flows used in financing activities of $148.3 million to repay our Senior Notes due 2012 and our Previous Credit Facility. Net cash flows used in financing activities in the first nine months of 2010 were primarily attributable to $3.7 million in interest payments on our Senior Notes due 2012, repayment of $6.1 million on our Previous Credit Facility and purchase of $5.5 million (nominal value) of the Senior Notes due 2012 for $5.0 million.

Net cash outflows from financing activities decreased by $29.1 million, or 66.6%, to $(14.6) million in 2010 from $(43.7) million in 2009. Net cash flows used in financing activities in 2010 were primarily attributable to $7.1 million in interest payments on our Senior Notes due 2012, repayment of $1.4 million on our Previous Credit Facility and purchase of $5.5 million (nominal value) of the Senior Notes due 2012 for $5.0 million.

Net cash flows used in financing activities increased by $21.8 million, or 99.5%, to $(43.7) million in 2009 from $(21.9) million in 2008. Net cash flows used in financing activities in 2009 were primarily attributable to $10.9 million in interest payments on our Senior Notes due 2012 and repayment of $28.3 million on our Previous Credit Facility. Net cash flows used in financing activities in 2008 were primarily attributable to $14.7 million in interest payments on our Senior Notes due 2012 and repayment of $4.8 million on our Previous Credit Facility.

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Increase/(decrease) in cash and cash equivalents

Our cash and cash equivalents increased by $4.3 million to $8.3 million for the first nine months of 2011. We had cash and cash equivalents of $4.0 million for the first nine months of 2010. As of September 30, 2011, we held $2.0 million of cash and cash equivalents in the United Kingdom and $6.3 million of foreign cash and cash equivalents in Australian dollars, U.S. dollars, euro, Chinese renminbi and Czech koruna.

Our cash and cash equivalents increased by $7.4 million, or 255.2%, to $10.3 million for the year ended December 31, 2010 from $2.9 million for the year ended December 31, 2009. As of December 31, 2010, we held $6.2 million of cash and cash equivalents in the United Kingdom and $4.1 million of foreign cash and cash equivalents in Australian dollars, U.S. dollars, euro, Chinese renminbi and Czech koruna.

Our cash and cash equivalents remained the same at $2.9 million for the years ended December 31, 2009 and 2008. As of December 31, 2009, we held $2.0 million of cash and cash equivalents in the United Kingdom and $0.9 million of foreign cash and cash equivalents in Australian dollars, U.S. dollars, euro, Chinese renminbi and Czech koruna.

Contractual Obligations and Commitments

We have various contractual obligations arising from both our continuing and discontinued operations. The following table lists the aggregate maturities of various classes of obligations and expiration amounts of various classes of commitments related to our continuing operations as of September 30, 2011. See "Note 24—Commitments and contingencies" and "Note 25—Financial risk management objectives and policies" to our audited consolidated financial statements for additional details on these obligations and commitments.

		Payments Due by Period
		Total	Less than 1 year	1–3 years	3–5 years	After 5 years
		(in $ millions)
Contractual obligations(1)
Revolving Credit Facility(2)		$29.5	$1.2	$—	$28.3	$—
Term Loan(3)		48.0	1.6	6.3	40.1	—
Loan Notes due 2018(4)		65.0	—	—	—	65.0
Obligations under operating leases		27.4	2.8	4.7	3.9	16.0
Foreign currency forward contracts contracts		—	—	—	—	—
Capital Commitments		4.4	4.4	—	—	—
Interest payments(5)		33.5	5.6	10.9	9.0	8.0
	Aluminum fixed price purchase commitments	10.1	8.2	1.9	—	—
Total contractual cash obligations		$217.9	$23.8	$23.8	$81.3	$89.0

⁽¹⁾

The table does not include the $0.1 million "B" preference share liability. See "Note 17—Share capital" to our audited consolidated financial statements.

⁽²⁾

As of September 30, 2011, we had $29.5 million outstanding under our Revolving Credit Facility. The amounts exclude interest payable on the indebtedness.

⁽³⁾

As of September 30, 2011, we had $48.0 million outstanding under our Term Loan. The amounts to be repaid exclude interest payable on the indebtedness. We intend to repay the entire amount outstanding under our Term Loan, which was $48.0 million as of September 30, 2011, using the net proceeds of this offering.

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⁽⁴⁾

The Loan Notes due 2018 are gross of unamortized finance costs, which were $1.6 million as of September 30, 2011. As required by IFRS-IASB, the Loan Notes due 2018 are disclosed in our balance sheet as $63.4 million, being net of these costs. The amounts to be repaid exclude interest payable on the indebtedness.

⁽⁵⁾

Interest payments include estimated interest payable on the Loan Notes due 2018 at the fixed rate of 6.19% under the notes and on the Term Loan assuming that the interest rate at September 30, 2011 continues to maturity. No interest payments have been included for the Revolving Credit Facility given that the level of debt under this facility is managed on an ongoing basis in conjunction with the level of cash and short term deposits held by us.

New Bank Facilities.    See "—Financing—Senior Facilities Agreement" below for a detailed explanation of our Term Loan and Revolving Credit Facility.

The Senior Notes.    See "—Financing—Loan Notes due 2018" below for a detailed explanation of our Loan Notes due 2018.

Obligations under non-cancellable operating leases.    We lease certain land and buildings and a limited amount of plant and equipment pursuant to agreements that we cannot terminate prior to the end of their terms without incurring substantial penalties, absent breach by the counterparty. However, under the lease agreements, the risks and rewards of ownership have substantially remained with the lessors. In particular, the fair value of the future payments under these leases is significantly less than the value of the assets to which they relate, and the lease periods are significantly shorter than the estimated lives of the relevant assets. We therefore do not recognize the future lease obligations and the value of the assets leased in our balance sheet. The lease costs payable each year are charged to operating expenses during the year and amounted to $3.9 million in the year ended December 31, 2010.

Foreign currency forward contracts.    We use forward contracts to hedge the risk of exchange movements of foreign currencies in relation to sales and purchases and their corresponding trade receivable or trade payable. Under IFRS-IASB, we recognize the value of these contracts at their fair value in our consolidated balance sheet. As of September 30, 2011, we had outstanding contracts with a mark to market fair value gain of $0.3 million, calculated using exchange rates and forward interest rates very similar to market rates as of September 30, 2011. See "—Quantitative and Qualitative Disclosure About Market Risk—Effect of Currency Movement on Results of Operations."

Aluminum forward contracts.    We may use LME forward purchase contracts to fix a portion of our aluminum purchase costs and thereby hedge against future price movements in the cost of primary aluminum. Since 2008, we have significantly reduced our level of hedging through LME contracts due to liquidity constraints and more recently due to a reduced requirement for this form of hedging instrument because of our ability to reduce this risk through agreeing to fixed price contracts with suppliers. Following our 2007 Capital Reorganization, we had increased the ability to hedge aluminum prices through using our Previous Credit Facility, subject to constraints imposed by our Previous Credit Facility and the indenture governing the Senior Notes due 2012. In 2008, we helped mitigate the problems associated with hedging facilities by agreeing to a new supply contract for aluminum billet, which included the ability to fix prices through ordering our requirements in advance. By fixing prices with suppliers, we can reduce or avoid the need to use derivative contracts and the associated risks with holding such financial instruments, such as margin calls on forward losses. Our New Bank Facilities, which commenced in June 2011, have provided us with significantly larger hedging facilities, mitigating the risk of margin calls and making the use of LME derivative contracts more attractive to us in the future. In July 2011, we entered into a number of LME contracts to provide hedges against some of our aluminum price risks in 2012. As of September 30, 2011, we had outstanding contracts with a mark to market fair value loss of $0.3 million. See "—Quantitative and Qualitative Disclosure About Market Risk—Effect of Commodity Price Movements On Results of Operations."

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We do not recognize the fair value of forward LME contracts in our income statement until we receive delivery of the underlying physical aluminum. The value of such contracts is recognized as an asset or liability in our balance sheet, with the profit or loss deferred in a hedging reserve account in equity until the underlying delivery of the physical aluminum. The fair value of the contracts is based on quoted forward prices from the LME.

Forward interest rate agreements.    We have used forward interest rate agreements ("FRAs") to fix specific interest rate payments under our floating rate Senior Notes due 2012. In 2009, we hedged the six-month LIBOR risk on the payment due at the start of November 2010. There were no FRAs in place as of September 30, 2011.

Capital commitments.    From time to time, we have capital expenditure commitments when we have new plant and equipment on order. We treat these commitments as contingent liabilities because they will not be recognized on the balance sheet until the capital equipment to which they relate has been delivered. As of September 30, 2011, we had capital commitments of $4.4 million.

Financing

Indebtedness

Our indebtedness under our Revolving Credit Facility, Term Loan and Loan Notes due 2018 was $138.1 million as of September 30, 2011, while our cash and short term deposits were $8.3 million as of September 30, 2011. Our indebtedness under our Previous Credit Facility and Senior Notes due 2012 was $111.7 million as of September 30, 2010, while our cash and short term deposits were $4.0 million as of September 30, 2010.

As of September 30, 2011, we also had drawn down £1.5 million ($2.3 million) of the ancillary facilities available under our Revolving Credit Facility in connection with certain derivative financial instruments, letters of credit and bank guarantees. The entire amount related to a temporary draw down to support transitional arrangements during the transition to our New Bank Facilities and to indemnify the lenders under our Previous Credit Facility. Although this amount forms part of our facility utilization, because of the contingent nature of some of these obligations, this additional amount is not recognized on our balance sheet.

Loan Notes due 2018

On May 13, 2011, our subsidiary, BA Holdings, Inc., entered into a note purchase agreement (the "Note Purchase Agreement"), among us, our subsidiaries and the note purchasers, to issue $65 million aggregate principal amount of Loan Notes due 2018 in a U.S. private placement to an insurance company and related parties. We used the net proceeds from the private placement of the notes, together with borrowings under the Revolving Credit Facility and Term Loan, to redeem the Senior Notes due 2012, repay borrowings under our Previous Credit Facility and for general corporate purposes. The Loan Notes due 2018 bear interest at a rate of 6.19% per annum, payable quarterly on the 15th day of September, December, March and June, commencing on September 15, 2011 and continuing until the principal amount of the notes has become due and payable. The Loan Notes due 2018 mature on June 15, 2018. The security interests of the noteholders under the Note Purchase Agreement rank pari passu with the security interests of the lenders under our Senior Facilities Agreement, and, pursuant to the Note Purchase Agreement, Luxfer Holdings PLC, each subsidiary borrower and each guarantor has provided security in favor of the noteholders over its assets in the United Kingdom and the United States. In connection with these security interests, we have pledged to the lenders the shares held by Luxfer Holdings PLC and its subsidiaries in their respective subsidiaries.

The Note Purchase Agreement contains customary covenants and events of default, in each case with customary and appropriate grace periods and thresholds. In addition, the Note Purchase Agreement requires

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us to maintain compliance with a debt service coverage ratio, an interest coverage ratio and a leverage ratio. The debt service coverage ratio measures our Adjusted EBITDA (as defined in the Note Purchase Agreement) to Debt Service (as defined in the Note Purchase Agreement). We are required to maintain a debt service coverage ratio of 1.25:1 for Relevant Periods (as defined in the Note Purchase Agreement) that end on or prior to December 31, 2011 and 1.50:1 for Relevant Periods ending thereafter. The interest coverage ratio measures our EBITDA (as defined in the Note Purchase Agreement) to Net Finance Charges (as defined in the Note Purchase Agreement). We are required to maintain an interest coverage ratio of 4.0:1. The leverage ratio measures our Total Net Debt (as defined in the Note Purchase Agreement) to EBITDA. We are required to maintain a leverage ratio of no more than 3.0:1. The first Relevant Periods for which we must be in compliance with these financial ratios are for periods ending on September 30, 2011.

As of September 30, 2011, we were in compliance with the covenants under the Note Purchase Agreement.

The Loan Notes due 2018 and the Note Purchase Agreement are governed by the law of the State of New York.

The Loan Notes due 2018 are denominated in U.S. dollars, which creates a natural partial offset between the dollar-denominated net assets and earnings of our U.S. operations and the dollar-denominated debt and related interest expense of the notes. We have included the Note Purchase Agreement and a form of the Loan Notes due 2018 as exhibits to the registration statement that includes this prospectus and refer you to the exhibits for more information on the Note Purchase Agreement and the Loan Notes due 2018.

Senior Facilities Agreement

Overview.    On May 13, 2011, we entered into the Senior Facilities Agreement with Lloyds TSB Bank plc, Clydesdale Bank PLC and Bank of America, N.A. Lloyds TSB Bank plc and Clydesdale Bank PLC were Mandated Lead Arrangers under the Senior Facilities Agreement. The main purpose of the Senior Facilities Agreement was to enable us to redeem the Senior Notes due 2012 and repay borrowings and accrued interest under the Previous Credit Facility. We issued a redemption notice for the Senior Notes due 2012, and they were repaid on June 15, 2011. We cancelled our Previous Credit Facility on June 15, 2011. The Senior Facilities Agreement and the Loan Notes due 2018 are our primary sources of external financing. As of September 30, 2011, $77.5 million in aggregate principal amount was outstanding under the Senior Facilities Agreement. The following is a summary of the terms of the Senior Facilities Agreement that we believe are the most important. We have included the Senior Facilities Agreement as an exhibit to the registration statement that includes this prospectus and refer you to the exhibit for more information on the Senior Facilities Agreement.

Structure.    The Senior Facilities Agreement provides for:

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a senior term loan facility available in pound sterling, U.S. dollars or euros, in an aggregate amount of £30 million ($49 million) on issue and which had an outstanding aggregate principal amount of $48.0 million as of September 30, 2011; and

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a revolving facility available in pound sterling, U.S. dollars or euros up to a maximum aggregate principal amount of £40 million ($64 million), of which $29.5 million was outstanding as of September 30, 2011.

Availability.    The primary purpose of the Term Loan was to repay the Senior Notes due 2012. As of September 30, 2011, we and certain of our subsidiaries had drawn a total of £30.7 million ($48.0 million) under the Term Loan. We may no longer borrow the repaid or unused amount under the Term Loan.

We may use amounts drawn under the Revolving Credit Facility for our general corporate purposes and certain capital expenditures, as well as for the financing of permitted acquisitions and reorganizations. As of September 30, 2011, $33.1 million was available under the Revolving Credit Facility. The last day we may draw funds from the Revolving Credit Facility is April 6, 2015.

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Interest Rates and Fees.    Borrowings under each of the facilities bear interest at a rate equal to an applicable margin plus either EURIBOR, in the case of amounts drawn in euros, or LIBOR, in the case of amounts drawn in pound sterling or U.S. dollars, plus mandatory costs to cover the cost of compliance with the requirements of the Bank of England and Financial Services Authority or the European Central Bank, as applicable. The applicable base margin for borrowings under the Term Loan and the Revolving Credit Facility is currently set at 2.50% per annum until 12 months from the original issue date of June 15, 2011.

After June 15, 2012, the applicable base margin for the Term Loan and the Revolving Credit Facility is subject to adjustment each quarter end based on our leverage ratio, which is defined in the Senior Facilities Agreement as the ratio of the total net debt to EBITDA (each as defined in the Senior Facilities Agreement) in respect of the rolling 12 month period ending on the last day of the relevant quarter.

The table below sets out the range of ratios and the related margin percentage currently in effect.

Leverage	Margin
	(% per annum)
Greater than 2.5:1		2.75
Less than or equal to 2.5:1, but greater than 2.0:1		2.50
Less than or equal to 2.0:1, but greater than 1.5:1		2.25
Less than or equal to 1.5:1, but greater than 1.0:1		2.00
Less than or equal to 1.0:1		1.75

The effective interest rate for the Term Loan and the Revolving Credit Facility, taking into account the applicable adjusted margins, LIBOR and the relevant mandatory costs, ranged from 2.69% to 3.61% for the three month period ended September 30, 2011. We may enter into a hedging transaction in the future whereby a portion of the interest payable on the Term Loan will be hedged into a fixed interest rate.

Guarantees and security.    Our obligations and the obligation of each subsidiary borrower under the facilities entered into under the Senior Facilities Agreement and related senior finance documentation are guaranteed by us and certain of our subsidiaries. Subject to certain limitations set forth in the Senior Facilities Agreement, each existing and subsequently acquired or organized subsidiary that (1) contributes at least 5% to the EBITA (as defined in the Senior Facilities Agreement) of Luxfer Holdings PLC and any of their respective wholly owned holding companies, or (2) has gross assets representing 5% or more of our gross assets, on a consolidated basis, must be or become a guarantor.

The obligations of the borrowers under the Senior Facilities Agreement and related senior finance documentation are secured by senior security interests in a broad range of assets of our corporate group. The security interests under the Senior Facilities Agreement rank pari passu with the security interests of the holders of the Loan Notes due 2018. Luxfer Holdings PLC, each subsidiary borrower and each guarantor has provided security in favor of the lenders (or the Security Trustee on their behalf) over its assets in the United Kingdom and the United States. If an obligor acquires assets of a significant or material value, it is required to enter into an agreement granting senior security over the asset as soon as reasonably practical. In connection with these security interests, we have pledged to the lenders the shares held by Luxfer Holdings PLC and its subsidiaries in their respective subsidiaries.

Repayment of principal.    We are required to repay £1 million of the aggregate outstanding principal amount of the Term Loan on each June 30 and December 31 beginning June 30, 2012 and ending December 31, 2014. All aggregate amounts outstanding under the Term Loan must then be repaid in full on or before May 6, 2015. Amounts borrowed under the Revolving Credit Facility must be paid at the end of an interest period agreed between the borrower (or Luxfer Holdings PLC acting on its behalf) and the agent when the loan is made.

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Change of control.    In the event of a sale of all or substantially all of our business and/or assets or if any person or group of persons acting in concert gains direct or indirect control (as defined in the Senior Facilities Agreement) of Luxfer Holdings PLC, we will be required to immediately prepay all outstanding amounts under the Term Loan and the Revolving Credit Facility.

Certain covenants and undertakings.    The Senior Facilities Agreement contains a number of additional undertakings and covenants that, among other things, restrict, subject to certain exceptions, us and our subsidiaries' ability to:

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engage in mergers, demergers, consolidations or deconstructions;

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change the nature of our business;

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make certain acquisitions;

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participate in certain joint ventures;

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grant liens or other security interests on our assets;

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sell, lease, transfer or otherwise dispose of assets, including receivables;

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enter into certain non-arm's-length transactions;

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grant guarantees;

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pay off certain existing indebtedness;

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make investments, loans or grant credit;

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pay dividends and distributions or repurchase our shares;

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issue shares or other securities; and

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redeem, repurchase, defease, retire or repay any of our share capital.

We are permitted to dispose of assets up to £8 million in aggregate (subject to a £2 million cap in any financial year) without restriction as to the use of the proceeds under the Senior Facilities Agreement. In addition, we may pay dividends, subject to certain limitations.

In addition, the Senior Facilities Agreement requires us to maintain compliance with a debt service coverage ratio, an interest coverage ratio and a leverage ratio. The debt service coverage ratio measures our Adjusted EBITDA (as defined in the Senior Facilities Agreement) to Debt Service (as defined in the Senior Facilities Agreement). We are required to maintain a debt service coverage ratio of 1.25:1 for Relevant Periods (as defined in the Senior Facilities Agreement) that end on or prior to December 31, 2011 and 1.50:1 for Relevant Periods ending thereafter. The interest coverage ratio measures our EBITDA (as defined in the Senior Facilities Agreement) to Net Finance Charges (as defined in the Senior Facilities Agreement). We are required to maintain an interest coverage ratio of 4.0:1. The leverage ratio measures our Total Net Debt (as defined in the Senior Facilities Agreement) to EBITDA. We are required to maintain a leverage ratio of no more than 3.0:1. The first Relevant Periods for which we must be in compliance with these financial ratios are for periods ending on September 30, 2011.

Any breach of a covenant in the Senior Facilities Agreement could result in a default under the Senior Facilities Agreement, in which case lenders could elect to declare all borrowed amounts immediately due and payable if the default is not remedied or waived within any applicable grace periods. Additionally, our and our subsidiaries' ability to make investments, incur liens, make certain restricted payments and incur additional secured indebtedness is also tied to ratios based on EBITDA.

As of September 30, 2011, we were in compliance with the covenants under the Senior Facilities Agreement.

Events of default.    The Senior Facilities Agreement contains customary events of default, in each case with customary and appropriate grace periods and thresholds, including, but not limited to:

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nonpayment of principal or interest;

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violation of covenants or undertakings;

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representations, warranties or written statements being untrue;

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cross default and cross acceleration;

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certain liquidation, insolvency, winding-up, attachment and bankruptcy events;

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certain litigation, arbitration, administrative or environmental claims having a material adverse effect on us or any of our subsidiaries;

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qualification by the auditors of our consolidated financial statements which is materially adverse to the interests of the lenders;

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certain change of control events;

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cessation of business;

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material non-monetary judgments or judgments that are not being contested in excess of £1.5 million in the aggregate being made against an obligor or any of our material subsidiaries;

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material adverse change; and

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certain ERISA matters.

Upon the occurrence of an event of default under the Senior Facilities Agreement, the lenders will be able to terminate the commitments under the senior secured credit facilities, and declare all amounts, including accrued interest to be due and payable and take certain other actions, including enforcement of rights in respect of the collateral securing the outstanding facilities.

The Senior Facilities Agreement is governed by English law.

Capital Expenditures

Investment in upgrading and expanding our production facilities is a key part of our strategy and, while in 2009, we spent $12.5 million on capital expenditures as we kept tight control over spending during the recessionary conditions, in 2010, we reaffirmed our commitment to capital expenditures by investing $15.9 million.

The projects conducted in the first nine months of 2011 and in 2010 and 2009 included:

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In 2011, we are investing in a number of projects at our Madison, Illinois magnesium rolling facility. These include new modern ovens for $3.2 million, which is partly funded from an insurance claim related to older furnaces, and a special slab casting unit for $2.4 million, which is being paid for by the U.S. government as part of our development of magnesium armor plating.

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In 2011, we also plan to start an investment in production facilities for our Synermag bio-absorbable magnesium alloy. The first phase of this project is estimated to cost $1.9 million.

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In 2008, we commissioned in the United States a new modern magnesium atomizer to manufacture fine and ultra magnesium powders for both military and other applications. Powders for use in military decoy flares are an important market for our Elektron division. The $3.3 million investment demonstrated our long term commitment to this market and came in the same year we were awarded new five year contracts by two of our major flare customers in the United States.

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In 2009, we successfully expanded the U.K. production facility of our Superform operations by leasing additional unit space, in which we installed a new production line and associated robotic and laser trimmers. Because of increasing demand and need for additional production capacity, we ordered another production line in 2010 and commenced installation, which we expect to be completed and commissioned in 2011. The new lines improve the business technically, using the latest technology to generate superior trimmed components through a cost effective process. The additional capacity satisfies present and expected further demand as new projects mature in their life cycle.

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In 2008, we implemented a major reorganization of our gas cylinder production facilities in the United States. As well as closing one aluminum plant completely, we closed and moved our

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Hydrospin facilities at Huntington Beach, California and moved and reconfigured our Riverside, California composite facilities. This project was both a rationalization project and modernization project. It involved installing five new automated cells for the new composite production lines along with upgrading other stages of production. We completed the project in 2009. In 2010, we continued to invest further in the modernization of the production process by investing in the automation of the machining cell and cell wash facilities within our Riverside facility's small liner production area and the automation of a machining centre in the United Kingdom. In 2011, we are investing an additional $2.3 million in a series of new automation projects across our gas cylinder manufacturing plants, including automating various machining centers and a hydro-resting unit. These investments build on the gains realized in the 2008 reorganization by further reducing the cost base and improving operational efficiencies.

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In 2008, we made additional investment in our G4 catalyst production processes, including capital expenditures aimed at improving efficiencies. We have also invested in upgrading the laboratory facilities in 2010 as we develop the new generation of TWC catalytic converter wash coat products to maintain our technical lead in this market and to support our growing industrial catalysis and specialty ceramics new product development.

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In 2009, we acquired a 2,750 metric ton extrusion press and, in 2010, we completed the installation of this press at our U.K. Magnesium Elektron facility. This investment enables us to produce solid extruded bars and sections using a traditional and high performance range of casting alloys, which will complement our existing alloy sales. The press is also capable of producing complex profile extrusions, which may be significant if, at some date in the future, the U.S. Federal Aviation Administration decides to change its current ban on the use of magnesium components in the interior of commercial aircraft.

Retirement Benefit Arrangements

We operate defined benefit arrangements in the United Kingdom, the United States and France. The levels of funding are determined by periodic actuarial valuations. We also operate defined contribution plans in the United Kingdom, the United States and Australia. The assets of the plans are generally held in separate trustee administered funds.

Actuarial gains and losses are recognized in full in the period in which they occur. We continue to account for these retirement benefit arrangements under the revised version of IAS 19 ("Employee Benefits") published in December 2004. As permitted by the revised standard, actuarial gains and losses are recognized outside our consolidated income statement and presented in our consolidated statement of comprehensive income ("SOCI"). The liability recognized in the balance sheet represents the present value of the defined benefit obligation, as reduced by the fair value of plan assets. The cost of providing benefits is determined using the Projected Unit Credit Method.

The principal defined benefit pension plan in the United Kingdom is the Luxfer Group Pension Plan, which closed to new members in 1998 but remains open for accrual of future benefits. New employees after 1998 were only eligible for a defined contribution plan. With effect from April 2004, the Luxfer Group Pension Plan changed from a final salary to a career average re-valued earnings benefit scale. In August 2005, a plan specific earnings cap of £60,000 per annum subject to inflation increases was introduced, effectively replacing the statutory earnings cap. In October 2007, the rate of the future accrual for pension was reduced, member contributions increased and a longevity adjustment was introduced to mitigate against the risk of further increases in life expectancies. Under IAS 19, this plan has a reported deficit of $28.7 million as of December 31, 2010 based on plan assets of $246.1 million and liabilities of $274.8 million, and a reported deficit of $49.7 million as of September 30, 2011, based on plan assets of $229.5 million and liabilities of $279.2 million.

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Our other defined benefit plans are less significant than the Luxfer Group Pension Plan and have a combined deficit of $12.5 million as of December 31, 2010, based on total assets of $45.1 million and liabilities of $57.6 million, and $23.2 million as of September 30, 2011, based on total assets of $40.2 million and liabilities of $63.4 million. The largest of these additional plans is the BA Holdings, Inc. Pension Plan in the United States, which was closed to further benefit accruals in December 2005. Members were instead offered matching contributions to the company's 401(k) plan. In 2006, we closed another of the U.S. defined benefit retirement plans, our U.S. death benefit plan.

The defined benefit plans have all been reassessed under IAS 19 for the year ended December 31, 2010, using assumptions that we have considered to be appropriate best estimates. These assumptions and more detailed disclosure on the year-end position of our retirement benefit plans can be found in "Note 27—Retirement benefits" to our consolidated financial statements. We also provide employees with a number of defined contribution plans, with the largest of these being the Luxfer Group Retirement Saving Plan in the United Kingdom. In the United States we also provide a number of 401(k) plans where our employees make their own contributions and we then also make additional contributions into their 401(k) plans. The total amount we, as an employer, contributed to all these defined contribution and 401(k) plans in 2010 was $13.3 million.

For 2010, the total charge to our consolidated income statement included in the calculation of "operating profit" for all retirement benefits was a charge of $6.6 million and the equivalent figure in 2009 was $7.8 million.

Under IAS 19 the actuarial valuation conducted each year results in a charge or credit to the SOCI relating to the difference between assumptions on both asset returns and retirement liabilities used to calculate the regular actuarial charge or credit to our income statement and the actual outcome for these items. As of December 31, 2010, a credit of $4.4 million was made to the SOCI in relation to these actuarial gains and losses on our defined benefit retirement plans. The net credit included a gain of $7.2 million arising from the U.K. Government's announcement that future statutory pension indexation will be based on the Consumer Price Index measure of inflation rather than the previous measure of Retail Price Index. This change affects the revaluation of deferred pensions within the Luxfer Group Pension Plan.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements, except for the operating leases and our draw down of bank guarantees, letters of credit and financial derivative hedges available under our Revolving Credit Facility as ancillary facilities as disclosed above, that would reasonably be expected to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to shareholders.

Inflation

We do not believe that inflation has had a material effect on our results of operations. However, our business could be affected by inflation in the future.

Seasonality

We have little aggregate exposure to seasonality in respect of demand for our products. However, we have shutdown periods for most of our manufacturing sites during which we carry out key maintenance work on our plants and equipment. The shut-down periods typically last two weeks in the summer and one week around Christmas, and consequently lead to reduced levels of activity in the second half of the year compared to the first half. Third and fourth quarter revenue and operating profit can be affected by the shutdowns at our own plants or by shutdowns of production by various industrial customers. In particular, we have found that our fourth quarter results are lower as many customers reduce their production activity

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from late November through December. However, the lower level of activity in December usually leads to lower levels of working capital and therefore stronger cash flow around the year-end period.

Critical Accounting Policies

Our consolidated financial statements are prepared in accordance with IFRS-IASB and the accounting policies that we use are set out under the heading "Note 1—Accounting policies" to our audited consolidated financial statements. In applying these policies, we make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, as well as our results of operation. The actual outcome could differ from these estimates. Some of these policies require a high level of judgment, either because they are especially subjective or complex. We believe that the most critical accounting policies and significant areas of judgment and estimation are with respect to impairment of goodwill, intangible assets and property, plant and equipment, retirement benefits and fair values of financial instruments.

Impairment of Goodwill, Intangible Assets and Property, Plant and Equipment

Under IFRS-IASB, goodwill is held at cost and tested annually for impairment. Tests for impairment are based on discounted cash flow projections, which require us to estimate both future cash flows and an appropriate discount rate. Such estimates are inherently subjective.

For intangible assets and property, plant and equipment, we assess whether there is any indication that an asset may be impaired at each balance sheet date. If such an indication exists, we estimate the recoverable amount of the asset and charge any impairment directly to the income statement. The process of reviewing and calculating impairments of fixed assets necessarily involves certain assumptions. It requires the preparation of cash flow forecasts for a particular set of assets, known as "cash generating units." These forecasts are based on, among other things, our current expectations regarding future industry conditions, our own operational plans and assumptions about the future revenues and costs of the unit under review. Accordingly, there can be no certainty that the cash flow forecasts are correct. Current turmoil in many financial and industrial markets will make this type of analysis far more difficult to perform and therefore subject to a greater risk of error. Such an analysis was performed to assess whether the goodwill in our consolidated balance sheet was impaired as at December 31, 2010, and it was concluded that no impairment had taken place, based on the commercial information available and applying a discount rate of 10%, which represents an estimate.

We retained title over the land and building at Redditch following the sale of BA Tubes and entered into a fifteen year property lease agreement with the new owners of the business. The property was vacated in 2009, and since this date the site has remained dormant with no manufacturing activity occurring. In 2010, the lease was terminated and the demolition of the property was subsequently completed. An impairment of $0.6 million was recognized to write down the buildings element of the property to zero.

Post-Employment Benefits

We account for the pension costs relating to our retirement plans under IAS 19 "Employee Benefits". In applying IAS 19, we have adopted the option of recognizing gains and losses in full through reserves. In all cases, the pension costs are assessed in accordance with the advice of independent qualified actuaries, but require the exercise of significant judgment in relation to assumptions for future salary and pension increases, long term price inflation and investment returns. The most sensitive assumption is the long term discount rate used to discount the retirement benefit obligations.

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Fair Value of Senior Notes due 2012

It is difficult to independently assess the fair value of our Senior Notes due 2012 and we have had to disclose the fair value in the notes to our consolidated financial statements. This figure has been derived by obtaining quotes at the end of the accounting period from market markers who trade in our bonds. In recent years, it has become more difficult to obtain accurate quotes to provide an indicative fair value, due to a lack of trading activity in our bonds. The global financial crisis has led to high yield bond markets becoming very volatile and prices in our Senior Notes due 2012 appear to be far more erratic. During 2010, we purchased $5.5 million of Senior Notes due 2012 for a consideration of $5.0 million. The gain on the purchase of the Senior Notes has been disclosed within finance income in our consolidated financial statements. The principal amount held by external parties at December 31, 2010 was $106.5 million (December 31, 2009: $116.1 million). Because the market prices of corporate bonds are very volatile, there was very little trading of our Senior Notes due 2012 on the Euro MTF Luxemburg Stock Exchange and there was a large spread between the bid and offer prices, a market price based fair value of the Senior Notes due 2012 is difficult to estimate. See "Note 26—Financial instruments" to our audited consolidated financial statements.

Other Significant Accounting Policies

Other significant accounting policies not involving the same level of measurement uncertainties as those discussed above are nevertheless important to an understanding of our consolidated financial statements. Policies related to financial instruments, the characterization of operating and finance leases and consolidation policy require difficult judgments on complex matters that are often subject to multiple sources of authoritative guidance. Certain of these matters are among topics currently under re-examination by accounting bodies and regulators. Although no specific conclusions reached by these standard setters appear likely to cause a material change in our accounting policies, we cannot predict outcomes with confidence.

Recent Accounting Pronouncements

The International Accounting Standards Board ("IASB") has issued a revision to IAS 19 Employee Benefits effective for annual periods beginning on or after January 1, 2013. The revised standard makes several presentational changes to the way retirement benefits costs are reported in the Income Statement and Other Comprehensive Income. Under the revised standard, the presentation of the charge to the income statement in relation to defined benefit costs will change, with only current year service costs being charged to operating profit and an interest expense calculated on the outstanding accounting deficit being charged to finance costs. Currently a net actuarial charge is made to operating profit based on the aggregation of the service cost, plus an expected interest cost on the liabilities, net of an expected return (or gain) on assets. The new standard may also lead to a change in the amount credited or charged to Other Comprehensive Income, mainly in relation to where expected gains on plan assets are different to the discount rate used to calculate the finance cost charge on the deficit in the income statement. Although it is difficult to predict the full impact in future periods of the change to IAS 19 (revised) due to changing actuarial assumptions and fund valuations while our defined benefit plans remain in deficit, it is expected there will be increased net finance costs, but with an offsetting gain in Other Comprehensive Income. We do not expect a material change in the overall calculation of any net deficit or surplus, and therefore the revised standard should not have any material impact on our consolidated financial position.

See "Note 1—Accounting policies" to our audited consolidated financial statements and "Note 1—Basis of preparation and accounting policies" to our unaudited interim financial statements for a description of other recent accounting pronouncements, including the respective dates of effectiveness and effects on our results of operations.

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Quantitative and Qualitative Disclosure about Market Risk

We are exposed to market risk during the normal course of business from changes in currency exchange rates, interest rates and commodity prices such as aluminum prices. We manage these exposures through a combination of normal operating and financing activities and through the use of derivative financial instruments such as foreign currency forward purchase contracts and aluminum forward purchase contracts. We do not use market risk-sensitive instruments for trading or speculative purposes.

A hedging committee, chaired by the Group Finance Director, controls and oversees the monitoring of market risks and hedging activities undertaken throughout the company.

Effect of Currency Movement on Results of Operations

We conduct business in the United Kingdom, the United States, continental Europe, Australasia and Asia and in various other countries around the world and, accordingly, our results of operations are subject to currency translation risk and currency transaction risk.

For the year ended December 31, 2010, our revenue by origin of manufacture and destination of sales, as a percentage of our consolidated revenues for continuing operations, were as follows:

Revenue by Geographic Destination
Year Ended 2010

Geographic Region	Percentage of Revenue
North America		45%
Euro zone		22%
United Kingdom		11%
Asia		10%
Other Europe		4%
South & Central America		4%
Africa		2%
Australasia		2%

Revenue by Geographic Origin
Year Ended 2010

Geographic Region	Percentage of Revenue
North America		52%
United Kingdom		35%
Euro zone		8%
Other Europe		4%
Asia		1%

In 2010, 11%, 61% and 22% of our sales revenue from continuing operations was denominated in pound sterling, U.S. dollars and euro, respectively.

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Currency translation risk

With respect to currency translation risk, our financial condition and results of operations are measured and recorded in the relevant local base currency and then translated each month into U.S. dollars for inclusion in our consolidated financial statements. We translate balance sheet amounts at the exchange rates in effect on the date of the balance sheet, while income and cash flow items are translated at the average rate of exchange in effect for the relevant period.

The chart below shows the monthly rates used to translate our U.K. and European operations over the last year:

Translation risk on net assets

We hold significant assets in the United States, United Kingdom and Continental Europe, and we have in the past used either forward foreign currency exchange contracts or local currency debt to hedge translation risk on our net assets. Since 2004, we have not engaged in the use of forward foreign currency exchange contracts, although we may in the future enter into other similar arrangements when we believe it appropriate. We use local denominated debt externally provided by third parties, in various forms and to various levels, to hedge the exchange rate risks. Since 2000, following the sale of British Aluminium, we had a disproportionate amount of external debt in the United Kingdom, leading to an imbalance in the net assets by economic region. The net assets employed in North America and Continental Europe were $90.4 million and $27.1 million, respectively as of December 31, 2010, but in the United Kingdom, there were net liabilities of $55.9 million after deducting the Senior Notes due 2012. Of the $90.4 million net assets in North America, $22.1 million relates to goodwill with a functional currency of pound sterling, the functional currency of the holding company, Luxfer Holdings PLC, following the transition to IFRS. Following the change in presentation currency to U.S. dollars, we are now exposed to translation risk on this amount. In addition, there is goodwill with a functional currency of pound sterling of $13.8 million in the United Kingdom. The change in presentation currency to U.S. dollars means that we are also exposed to translation risk on this amount. Net assets in other regions only totaled $3.6 million and therefore were not

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a significant risk. We did have internal debt arrangements, which re-allocated the funding between the United Kingdom and United States to enable adequate funding of our operations in the United States, but such arrangements are eliminated on consolidation and therefore have no hedging effect at a group level. In June 2011, however, our new financing facilities enabled us to allocate external debt levels between the United States and United Kingdom in a more appropriate manner, replacing the internal debt structure.

Depreciation of the U.S. dollar compared to the pound sterling positively impacts the value of our assets that are exposed to translation risk as reported in U.S. dollars in our consolidated financial statements and, conversely, the appreciation of the U.S dollar has a negative impact on the value of those assets.

In 2010, the U.S. dollar strengthened by approximately 3% against pound sterling and by approximately 7% against the euro, compared to 2009. These movements in conjunction with exchange rate movements of our other overseas investments, which are principally denominated in Czech koruna, Chinese renminbi and Australian dollars, decreased our consolidated total assets by $6.2 million. The exchange rate movements also reduced our consolidated total liabilities by $6.4 million and, as a result, we recorded a consolidated translation gain of $0.2 million for 2010, which we reported in our SOCI. As of December 31, 2010, we estimate that a 10% appreciation in the U.S. dollar against the other currencies of our operations would have increased the value of our consolidated net assets by approximately $0.3 million.

Translation risk on revenues and operating profits

The impact of changes in exchange rates on our reported revenue and operating profit is dependent on changes in average exchange rates in one year when compared to another. The chart above plots the pound sterling and euro exchange rates against U.S. dollars. The table below shows the impact of such shifts in average exchange rates had on our financial results. On average, the translation exchange rate was £0.65 per $1 and €0.76 per $1 in 2010.

	Q1 2010	Q2 2010		Q3 2010		Q4 2010		FY 2010
	(in $ millions)
All currencies—translation impact—gain/(loss)
Revenue	$3.3	$(6.6	)	$(0.5	)	$(0.9	)	$(4.7	)
Operating profit	—	(0.1	)	(0.1	)	(0.1	)	(0.3	)

The table above also indicates the impact of movements in the exchange rate of pound sterling, the euro and other currencies against the U.S. dollar for 2010. We estimate that a 10% appreciation in the U.S. dollar against the other currencies of our operations in 2010 would have decreased our operating profit by approximately $1.5 million.

Hedging of currency translation risk

The gains and losses arising from our exposure to movements in foreign currency exchange rates are recognized in the SOCI.

We cannot easily hedge the impact of translation risk on our operating profits, but we are able to hedge the translation risk on our overseas net assets. The two common methods are through either bank borrowing denominated in the foreign currency or use of forward foreign currency exchange contracts. We have hedged this risk through bank borrowings denominated in the same currencies as the net assets they help to fund. We can draw down amounts under our new Revolving Credit Facility and Term Loan in U.S. dollars, pound sterling and euro. In the past we were also able to draw down our Previous Credit Facility in U.S. dollars, pound sterling and euro, but our Senior Notes due 2012 were all denominated in pound sterling. As of December 31, 2010, we had drawn down $10.2 million under our Previous Credit Facility in U.S. dollars and the pound sterling denominated Senior Notes due 2012 were equivalent to $106.5 million, which was $60.8 million more than the net liabilities denominated in pound sterling. As of September 30, 2011, and

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following the refinancing completed on the June 15, 2011, we had $98.7 million of debt denominated in U.S. dollars and $43.8 million denominated in pound sterling. We have on occasion also used forward foreign currency exchange contracts to hedge this exposure. However, this approach is less desirable than the use of bank debt because it requires the cash settlement of the contracts, which exposes us to an additional cash flow risk. As a result, we have not used such hedges in recent years. We also report any gains and losses on hedging instruments in the SOCI, offsetting the exchange movements on overseas net assets.

Currency transaction risk

In addition to currency translation risk, we incur currency transaction risk whenever one of our operating subsidiaries enters into either a purchase or sales transaction in a currency other than its functional currency. Matching sales revenues and costs in the same currency reduces currency transaction risk.

Our U.S. operations have little currency exposure, as most purchases, costs and revenues are denominated in U.S. dollars. In our U.K. operations, purchases of raw materials and sales are conducted in a large number of countries and in differing currencies, while other operating costs are generally incurred in pound sterling, resulting in exposure to changes in foreign exchange rates. For example, purchases of raw materials are denominated principally in U.S. dollars, and a large portion of our sales by U.K. operations are in euros.

The analysis of our revenues by destination and origin, as shown in the chart above, demonstrates that, although 35% of our product sales revenue originates from manufacturing facilities in the United Kingdom, only 11% of our revenues are derived from sales to customers within the United Kingdom. The remaining percentage of revenues is generated from exports outside the United Kingdom. We sold 22% of our products into the countries that have adopted the euro, but we only manufactured 8% of our goods in the euro-zone. As a result, movement in the exchange rate between the euro and the pound sterling is our largest currency transaction risk. We estimate the net exposure to the euro between sales and purchases equates to a gross profit exposure varying between €40 million and €50 million a year, fluctuating due to changes in sales, which will vary due to market demand factors. The geographic sales analysis shows that the U.S. dollar is another potential source of currency transaction risk for our U.K. operations, with sales of products denominated in U.S. dollars extending beyond North America, as many of our sales to Asia are also priced in U.S. dollars. The U.K. operations are exposed to a translation risk, with export sales being priced in U.S. dollars. The recent increase in the price of rare earths has shifted the balance of this exposure. Total U.S. dollar purchases now exceed sales, resulting in the U.K. operations having a net purchase exposure between $10 million and $20 million per annum. We manage transaction risk on the sales and purchase cash flows separately, using separate sell and buy forward currency contracts, rather than on a net basis.

Hedging of currency transaction risk

To mitigate our exposure to currency transaction risk, we operate a policy of hedging all contracted commitments in foreign currency, and we also hedge a substantial portion of non-contracted forecast currency receipts and payments for up to twelve months forward.

Where no natural hedge exists, all firm contracted commitments and a portion of non-contracted forecast receipts and payments denominated in foreign currencies are hedged by means of forward foreign currency exchange contracts. We base our decision to hedge against non-contracted amounts based on the nature of the transaction being hedged and the volatility of currency movements, among other factors. For example, we cover a lower percentage of our forecast exposure in the case of businesses with relatively few long-term sales contracts.

As of December 31, 2010, we held various foreign currency exchange contracts designated as hedges in respect of forward sales for U.S. dollars, euros, Australian dollars and Japanese yen for the receipt of pound

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sterling. We also held foreign currency exchange contracts designated as hedges in respect of forward purchases for U.S. dollars and euros by the sale of pound sterling. The contract totals in pound sterling, range of maturity dates and range of exchange rates are disclosed below:

	2010 Sales hedges
	U.S. dollars		Euros		Australian dollars	Japanese yen
Contract totals/£M		15.8		18.8	N/A		0.1
Maturity dates		01/11 to 10/11		01/11 to 10/11	N/A		01/11
Exchange rates	$	1.4591 to $1.6139		€1.0958 to €1.2165	N/A		JPY126.7500

	Purchase hedges
	U.S. dollars		Euros		Australian dollars	Japanese yen
Contract totals/£M		19.0		N/A	N/A		N/A
Maturity dates		01/11 to 10/11		N/A	N/A		N/A
Exchange rates	$	1.4950 to $1.6151		N/A	N/A		N/A

The fair value of the above hedges was $0.2 million as of December 31, 2010. Under "International Accounting Standard 39—Financial Instruments: Recognition and Measurement," a gain of $0.1 million has been deferred from recognition in our consolidated income statement until 2011, because it relates to effective hedges against forecasted sales and purchases in 2011. We disclose the amount deferred separately under hedging reserve in our consolidated balance sheet.

Effect of Commodity Price Movements on Results of Operations

Commodity price risk

We are exposed to commodity price risks in relation to the purchases of our raw materials. The raw materials we use include primary magnesium, rare earth metals and chemical compounds, zircon sand, zirconium oxychloride intermediates and other chemical inputs like soda ash for the Elektron division and primary aluminum and carbon fiber for the Gas Cylinders division. All of these raw materials have increased in price over the last few years, many of them substantially.

Although in 2009 some raw materials, such as aluminum, fell slightly in cost, others such as chemical costs increased further and the total net result was only a small cost saving of $0.2 million over the previous year. In 2010, costs in the first half of the year were favorable compared to the first half of 2009 by $4.9 million. In the second half of 2010, the cost of aluminum, magnesium and other materials rose significantly, an increase of $3.4 million compared to the same period in 2009, resulting in the overall costs for 2010 being only $1.5 million less than 2009.

Utility costs increased substantially in 2008, and we estimated this increase was $5.9 million when compared to 2007. In 2009, however, these costs fell, due to lower energy prices and a series of efficiency and cost-saving initiatives. We estimated that we achieved cost savings on utilities costs in 2009, which offset about half of the cost increases we had to absorb in 2008. In 2010 energy savings initiatives continued, and we generated cost savings of $0.9 million when compared to 2009. We continue to seek further cost savings in this area, especially given the risk of higher water and energy costs in the medium to long-term.

Primary aluminum is a global commodity, with its principal trading market on the LME. In the normal course of business, we are exposed to aluminum price volatility to the extent that the prices of aluminum purchases are more closely related to the LME price than the sales prices of certain of our products.

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Our Gas Cylinder division will buy various aluminum alloys, usually in billet form, and the contractual price will include a LME-linked base cost plus a premium for a particular type of alloy. The price of high-grade aluminum, which is actively traded on the LME, has fluctuated significantly in recent years as shown in the LME price graph below. The price remains volatile and difficult to predict. Since aluminum is the Gas Cylinders division's largest single raw material cost, these fluctuations in the cost of aluminum can affect this division's and our financial results. In order to help mitigate this exposure, we have in the past entered into LME-related transactions in the form of commodity contracts with what we believe are creditworthy counter-parties. From January 2009, we began to order a certain amount of our aluminum billet purchases on a forward fixed price, avoiding or reducing the need to use financial instruments to hedge our price exposure.

The three-month LME price for primary aluminum was as follows from September 1, 2008 through September 30, 2011:

Source: London Metal Exchange

We estimate that changes in the LME price of aluminum will normally take approximately three months to impact our reported costs of sales and operating profits. As a result, for example, the price decrease experienced from the first quarter of 2009 decreased costs charged to our results of operations during second quarter of 2009, and the price increase experienced from the third quarter of 2009 increased costs charged to our results of operations during the last quarter of 2009. This delay is due to contractual arrangements and movements through inventory delaying the impact. At the end of 2008, we held unusually high levels of stock that we purchased in the last half of 2008 when the prices were relatively high. We consumed this stock in the first half of 2009, which, year on year, meant that metal prices were less in the first half of 2010 than in 2010 overall. This pattern was reversed in the second half of the year with the replenishment of metal stock in 2009 being at a much lower unit cost than that purchased and

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used in the second half of 2010. Overall, we benefitted by a $0.8 million reduction in purchase costs in 2010 over the 2009. Based on the average LME purchase cost of aluminum, net of any fixed priced agreements and hedging instruments, we estimate the LME base cost was $2,088 per metric ton in 2010 compared to $1,922 per metric ton for 2009.

There is no similar financial market to hedge magnesium, zirconium raw materials or carbon fiber, and prices for these raw materials have also increased substantially in recent years. To help mitigate these risks, we have a number of fixed-price supply contracts for these raw materials, which limit our exposure to price volatility over a calendar year. However, we remain exposed over time to rising prices in these markets, and therefore rely on the ability to pass on any major price increases to our customers in order to maintain our levels of profitability for zirconium- and magnesium-based products. We have also in the last few years, when we felt it was appropriate, made additional physical purchases of magnesium and some rare earth chemicals to delay the impact of higher prices, but this has had a cash flow impact, leading to greater utilization of our revolving credit bank facilities. Also, the cost of magnesium in the United States has risen and remained fairly high, even though the cost of magnesium from China has fallen. This is due to the protection of the U.S. market from Chinese imports through anti-dumping tariffs.

Ultimately we aim to recover all our raw material cost increases through adjustment to our sales prices. However, for aluminum costs, we can utilize the LME financial derivative contracts and fixed price forward purchase orders over a one to two year period to mitigate shorter term fluctuations and protect us in the short term as we renegotiate sales prices with customers.

Hedging of aluminum metal price risk

Based on current sales mix between composite and aluminum cylinders, we expect that our gas cylinders operations will need to purchase approximately 10,000 to 13,000 metric tons of primary aluminum each year, in various sizes of billet and various types of alloy, and that another approximately 1,250 metric tons per year of various forms of fabricated sheet aluminum will be purchased for use in our Superform and composite cylinder production processes. Normally, the division will recover approximately 2,500 to 3,000 metric tons per year of scrap in the gas cylinder production process and would expect to be able to sell this scrap into the market at prices linked to the LME prices. Over time, we have also aimed to recover cost increases via sales price increases, and use any LME hedging or fixed priced supply contracts only to protect margins for the next 12 to 18 months.

In 2010, approximately 40% of our price risk on primary aluminum costs was covered with LME hedges and physical forward fixed priced purchase contracts. At the start of 2011, we estimated we have fixed priced purchase contracts covering approximately 30% of our main primary aluminum requirements and would expect to increase this coverage as we progress through the year. Fixed priced supply contracts are a preferred method of reducing the fluctuation in aluminum costs, because it avoids the credit risks associated with LME contracts, which can result in margin calls from brokers and the utilization of our bank facilities. As at December 31, 2010, no LME hedges were in place for 2011.

Our hedging policy is designed to enable us to benefit from a more stable cost base. The effect of fixing forward and of the LME-related transactions we enter into is to mitigate the unfavorable impact of price increases on aluminum purchases. Under IFRS-IASB, similar to the treatment of derivative financial instruments used to hedge foreign currency risk, the change in the fair value of the LME contracts that relate to future transactions is deferred and held in an equity hedging reserve account. Gains and losses derived from such commodity contracts are reflected in the cost of goods sold when the underlying physical transaction takes place. The LME contracts we had at the end of 2008 had a mark-to-market loss of $0.4 million, which was deferred and included in the equity hedging reserve account. These hedges were utilized in 2009 and the loss was transferred back to our income statement to form part of cost of sales. We had no hedge transactions in 2010.

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Our hedging policy aims to achieve protection against our calculated exposure to metal price volatility for a full calendar year by the end of the immediately preceding year. We use our hedging policy to minimize risk rather than to engage in speculative positions on the underlying commodity. Although this may result in losses on hedged positions, the downside risk of un-hedged exposure to aluminum prices can be far greater. If we did not hedge our aluminum exposure and were unable to pass additional costs onto customers, we estimate, based on a price exposure on 10,000 metric tons, that a $100 annual increase in the price of aluminum on the LME would result in a $1.0 million adverse effect on our full year operating profit.

Effect of Interest Rate Movements

Interest Rate Risk

We are exposed to market risks related to floating interest rates on our indebtedness. Our Senior Notes due 2012 bore interest equal to a LIBOR rate plus an applicable margin, a portion of which was, in our sole discretion, payable in kind. In addition, our Previous Credit Facility bore interest equal to a LIBOR rate plus an applicable margin. As a result of this exposure, we sometimes used to hedge interest payable under our floating rate indebtedness based on a combination of forward rate agreements, interest rate caps and swaps. In 2009, we decided to use a fixed rate interest agreement to hedge the interest payment on our Senior Notes due 2012 due for the six month period from May 2010 through October 2010. As of December 31, 2009, the marked to market value of this hedge was a loss of $0.3 million. There were no fixed rate interest agreements in place at December 31, 2010.

Our total debt subject to variable interest rates was $116.7 million as of December 31, 2010. Based on this level of debt, a 1% increase in variable interest rates would have increased our annual interest cost by $1.2 million.

On May 13, 2011, we entered into the Senior Facilities Agreement and Note Purchase Agreement, providing a variable interest rate Term Loan and Revolving Credit Facility and fixed rated Loan Notes due 2018. This debt was all drawn down on June 15, 2011. The Loan Notes due 2018 have a $65 million principal amount a fixed rate of interest of 6.19%. The Term Loan and Revolving Credit Facility have variable interest rates linked to LIBOR (or, in the case of euro loans, EURIBOR). These new facilities were used to repay all the previous debt. As of September 30, 2011, we had $77.5 million of debt subject to variable rate interest charges. Based on this level of debt and assuming the Term Loan and Revolving Credit Facility were outstanding for the year ended September 30, 2011, a 1% increase in variable interest rates would have increased our annual interest cost by $0.8 million.

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Business

We are a global materials technology company specializing in the design, manufacture and supply of high-performance materials, components and gas cylinders to customers in a broad range of growing end-markets. Our key end-markets are environmental technologies, healthcare technologies, protection and specialty technologies. Our customers include both end-users of our products and manufacturers that incorporate our products into their finished goods. Our products include specialty chemicals used as catalysts in automobile engines to remove noxious gases; corrosion, flame and heat-resistant magnesium alloys used in safety-critical, aerospace, automotive and defense applications; photo-sensitive plates used for embossing and gold-foiling in the luxury packaging and greetings card industries; high-pressure aluminum and composite gas cylinders used by patients with breathing difficulties for mobile oxygen therapy, by firefighters in breathing apparatus equipment and by manufacturers of vehicles which run on CNG; and metal panels that can be "superformed" into complicated shapes to provide additional design freedom for a wide variety of industries, including aerospace, high-end automotive and rail transportation.

Our area of expertise covers the chemical and metallurgical properties of aluminum, magnesium, zirconium, rare earths and certain other materials, and we have pioneered the application of these materials in certain high-technology industries. For example, we were the first to develop and patent a rare-earth containing magnesium alloy (EZ33A) for use in high-temperature aerospace applications such as helicopter gearboxes; we were at the forefront of the commercial development of zirconia-rich mixed oxides for use in automotive catalysis; we were the first to manufacture a high-pressure gas cylinder out of a single piece of aluminum using cold impact extrusion; and we developed and patented the superforming process and the first superplastic aluminum alloy (AA2004) and were the first to offer superformed aluminum panelwork commercially. We have a long history of innovation derived from our strong technical base, and we work closely with customers to apply innovative solutions to their most demanding product needs. Our proprietary technology and technical expertise, coupled with best-in-class customer service and global presence provide significant competitive advantages and have established us as leaders in the markets in which we operate. We believe that we have leading positions, technically and by market share, in key product areas, including magnesium aerospace alloys, photo-engraving plates, zirconium chemicals for automotive catalytic converters and aluminum and composite cylinders for breathing applications.

We have always recognized the importance of research in material science and innovation in the development of our products, collaborating with universities around the world and our industry business partners and customers. Some of our key new development projects with our business partners include working within the Seat Committee of the U.S. Federal Aviation Administration and several aircraft seat manufacturers to introduce lightweight seats composed of magnesium into civil aircrafts; with the benefit of funding from the U.S. Army Research Labs, developing a magnesium alloy for use as lightweight armor plates on personnel carriers, which funding will also support our internal development of commercial production capabilities for the alloy; the Intelligent Oxygen System, or IOS, developed in consultation with BOC Linde to deliver medical oxygen; a bio-absorbable magnesium alloy developed for a biotechnology customer for use in cardiovascular applications; and catalytic material developed jointly with Rhodia to meet the anticipated needs of automotive manufacturers for more effective diesel catalysis to satisfy new environmental regulations as they come into effect in Europe and the United States.

We have a global presence, employing approximately 1,560 people on average in 2010, and operating 16 manufacturing plants in the United Kingdom, United States, Canada, France, the Czech Republic and China. We also have joint ventures in Japan and India. Our total revenue, Adjusted EBITDA and profit for the period in the first nine months of 2011 were $384.9 million, $62.2 million and $32.2 million, respectively. Our total revenue, Adjusted EBITDA and profit for the year in 2010 were $402.7 million, $59.6 million and $25.7 million, respectively. See "Summary—Summary Consolidated Financial Data" for the definition of Adjusted EBITDA and reconciliations to profit for the year. In 2010, we manufactured and sold approximately 15,000 metric tons of our magnesium products, approximately 3,750 metric tons of our zirconium products and approximately 2.2 million gas cylinders. For a breakdown of our total revenue in

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2010, 2009 and 2008 by geographic origin, see "Note 2—Revenue and segmental analysis" to our audited consolidated financial statements.

Our company is organized into two operational divisions, Elektron and Gas Cylinders, which represented 51% and 49%, respectively, of our total revenue in 2010.

Elektron

The Elektron division focuses on specialty materials based on magnesium, zirconium and rare earths. Within this division, we sell our products through two brands. Under our Magnesium Elektron brand, we develop and manufacture specialist lightweight, corrosion-resistant and flame-resistant magnesium alloys, extruded magnesium products, magnesium powders, magnesium plates and rolled sheets and photo-engraving plates for the aerospace (lightweight alloys and components), automotive (lightweight alloys and components), defense (powders for countermeasure flares) and printing (photo-engraving sheets) industries. Under our MEL Chemicals brand, we develop and manufacture specialty zirconium compounds for use in automotive applications (exhaust catalysts), electronics (ceramic sensors), structural ceramics (dental crowns), aerospace (thermal barrier coatings) and chemical synthesis (industrial catalysts).

Gas Cylinders

The Gas Cylinders division focuses on products based on aluminum, composites and other metals using technically advanced processes. Within this division, we sell our products through two brands. Under our Luxfer Gas Cylinders brand, we develop and manufacture advanced high-pressure aluminum and composite aluminum/carbon fiber gas containment cylinders for use in healthcare (oxygen), breathing apparatus (air), electronics (industrial gas), fire-fighting (carbon dioxide) and transportation (CNG) applications. Under our Superform brand, we design and manufacture highly complex shaped, sheet-based products for a wide range of industries, including aerospace (engine air intakes), specialist automotive (body panels and door inners), rail transport (train fronts and window frames) and healthcare (non-magnetic equipment casings).

Our End-Markets

The key end-markets for our products fall into four categories:

•

Environmental technologies:  we believe many of our products serve a growing need to protect the environment and conserve its resources. Increasing environmental regulation, "green" taxes and the increasing cost of fossil fuels are driving growth in this area and are expected to drive growth in the future. For example, our products are used to reduce weight in vehicles improving fuel efficiency, in catalytic converters in automotive engines, removing noxious gases and to remove heavy metals from drinking water and industrial effluent.

•

Healthcare technologies:  we have a long history in the healthcare end-market, and see this as a major growth area through the introduction of new product technologies. Our products, among other applications, contain medical gases, are featured in medical equipment and are used in medical treatment. For example, our recently announced innovations include the lightweight IOS medical oxygen delivery system featuring our patented L7X higher-strength aluminum alloy and carbon composite cylinders integrated with our patented SmartFlow valve-regulator technology.

•

Protection technologies:  we offer a number of products that are used to protect individuals and property. Principal factors driving growth in this end-market include increasing societal expectations regarding the protection of individuals and armed forces personnel, tightening health and safety regulations and the significant cost of investing in and replacing technologically-advanced military property. Our products are used in the protection of emergency services personnel, the protection of military vehicles, aircraft and personnel. For example, we manufacture ultra-lightweight breathing-air cylinders that lighten the load on emergency services personnel working in dangerous environments.

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•

Specialty technologies:  our core technologies have enabled us to exploit various other niche and specialty markets and applications. Our products include photo-engraving plates and etching chemicals used to produce high-quality packaging, as well as cylinders used for high-purity gas applications, beverage dispensing and leisure applications such as paintball.

Our Strengths

Market leading positions.    We believe all of our main brands, Magnesium Elektron, MEL Chemicals, Luxfer Gas Cylinders and Superform, are market leaders and strive to achieve best-in-class performance and premium price positions. We believe we are the leading manufacturer in the western world of high-performance magnesium alloys, powders, plates, and rolled sheets used in the aerospace, defense, and photo-engraving industries. We believe we are a leading manufacturer of specialty zirconium compounds for use in the global market for washcoats of catalytic converters in gasoline engine vehicles. In addition, we believe we are (i) the most global manufacturer of high pressure aluminum and composite gas cylinders; (ii) a leading global supplier of cylinders for medical gases, fire extinguishers and breathing apparatus; and (iii) the largest manufacturer of portable high pressure aluminum and composite cylinders in the world. Drawing on our expertise in the metallurgy of aluminum, we invented the superplastic forming process, and we believe we are the largest independent supplier of superplastically-formed aluminum components in the western world.

Focus on innovation and product development for growing specialist end-markets.    We recognize the importance of fostering the creative ability of our employees and have developed a culture where any employee can take an active involvement in the innovation process. As a result of this culture of ingenuity, we have, in close collaboration with research departments in universities around the world, developed and continue to develop a steady stream of new products, including carbon composite ultra-lightweight gas cylinders, L7X extra high pressure aluminum gas cylinders, fourth generation (G4) doped zirconium chemicals for automotive and chemical catalysis, Isolux zirconium-based separation products used in water purification and ELEKTRON magnesium alloys for advanced aerospace and specialty automotive applications.

We have benefited and expect to continue to benefit from growth in demand in each of our key end-markets. Our product development is focused mainly on environmental, healthcare and protection technologies. Demand for these specialist technologies is increasing due to the growing focus on protecting the environment and conserving its resources, finding better healthcare solutions and providing maximum protection for people and equipment. Tightening emission controls for the aerospace, automotive and chemical industries, increasing demand for lightweight materials to improve fuel economy and the use of increasingly sophisticated catalytic chemistry to convert harmful emissions have also led to a number of significant new product development opportunities in our environmental end-markets. Additionally, we have targeted new product development in the healthcare end-market given favorable end-market dynamics including aging populations in the world's developed economies, along with increasing awareness of the importance of good healthcare in emerging markets that are driving an increase in the use of various medical technologies and applications, including oxygen therapy and the treatment of cardiovascular diseases. Protection technologies are also an important area for us, supported by increased demand for protection equipment after the terrorist attacks of 9/11.

Strong technical expertise and know-how.    Our highly qualified and experienced metallurgists and engineers collaborate closely with our customers to design, develop and manufacture technically complex products. This technical expertise enables us to design and manufacture sophisticated materials and components that are embedded in our customers' products and services. To support and sustain such a high level of technological innovation, many of our sales personnel have doctorate degrees, and our product development departments work closely with our sales departments, often reporting directly to the relevant sales director. This structure enables us to provide high quality technical support to our customers and

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ensure that product development is closely linked to end-market requirements. This high level of integration into our customers' supply chains and their research and development functions constitutes a significant competitive advantage over new market entrants, particularly when matched by best-in-class customer service and on-going technical support.

We specialize in advanced materials where our expertise in metallurgy and material science enables us to develop products and materials with superior performance to satisfy the most demanding requirements in the most extreme environments. We design some products to withstand temperatures of absolute zero and others to withstand contact with molten steel. We produce sheet materials that operate in a complete vacuum and cylinders that safely contain gases at over 300 atmospheres of pressure. Our technical excellence is driven in part by safety-critical products, including aerospace alloys and high-pressure gas cylinders, that are subject to extensive regulation and are approved only after an extensive review process that in some cases can take years. Further, we benefit from the fact that a growing number of our products, including many of the alloys and zirconium compounds we sell, are patented.

Diversified blue chip customer base with long-standing relationships.    We have developed and seek to maintain and grow our long-term and diverse customer base of global leaders. We put the customer at the heart of our strategy and we have long-standing relationships with many of our customers including global leaders such as 3M, Air Liquide, Aston Martin, BAE Systems, BASF, BOC Linde, Bombardier, Esterline, Honeywell, Johnson Matthey, MSA, Tyco, Umicore and United Technologies. Our businesses have cultivated a number of these relationships over the course of many decades. The diversity and breadth of our customer base also mitigates the reliance on any one customer. In 2010, our ten largest customers represented 32% of our total revenue. In 2010, the ten largest customers for the Elektron division represented 42% of its revenue, and the ten largest customers for the Gas Cylinders division represented 47% of its revenue.

Resilient business model.    Although the recent downturn in the global economy represented one of the most challenging economic environments for manufacturers in decades, our operating profit rebounded in 2010 by 64% as compared to 2009 to $44.9 million, which was above our peak result in 2008. Notwithstanding the downturn, in 2009, we generated cash and made a net profit every quarter. We have protected our margins to a large extent by successfully passing on to customers increases in raw material cost and overhead expense. We have also increased our margins over time by (i) disposing of low margin and cash intensive operations such as the Elektron division's magnesium and zinc die casting operations in 2006, and the BA Tubes aluminum tubes business in 2007; (ii) increasing our focus on high-performance value-added product lines and markets; and (iii) investing in automation and operational efficiencies at our manufacturing facilities. Our return on sales ratio, which is operating profit divided by sales revenue, was 8.3% in 2008, fell only to 7.4% during the 2009 economic downturn and improved to 11.1% in 2010.

Highly experienced and effective management team.    We are led by an experienced executive management board, many of whom have been with us since Luxfer Holdings PLC was formed in 1998, which followed the management buy-in (the "Management Buy-In") of certain downstream assets of British Alcan in 1996. Our current executive management board has played a significant role in developing our strategy and in delivering our stability and growth in recent years. We also highly value the quality of our local senior management teams and have recruited highly experienced managing directors for each of our business streams. Each of the managing directors for our business streams has been in their current roles for at least five years and has substantial industry experience. Our board of directors actively supports our business and contributes a wealth of industrial and financial experience.

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Our Business Strategy

Our business strategy is underpinned by the "Luxfer Model" which consists of five key themes:

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Maintaining technical excellence relating both to our products and to the processes needed to make them

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Building and maintaining strong, long-term customer relationships

•

Selling high performance products into specialty markets that require products with high technology content where customers are willing to pay premium prices

•

A commitment to innovation of products that are well-equipped to address opportunities created by heightened chemical emissions controls, global environmental concerns, public health legislation and the need for improved protection technology

•

Achieving high levels of manufacturing excellence by improving processes and reducing operating costs, thus insulating us against competitors in low labor cost economies

Each of our businesses has developed a strategic roadmap, based on a balanced scorecard methodology and driven by the Luxfer Model. These strategic roadmaps contain business-specific initiatives, actions and measures necessary to guide the businesses towards achieving financial objectives set by our board of directors. With the Luxfer Model as its backbone, our company-wide strategy includes the following key elements:

Continued focus on innovation, R&D and protection of intellectual property.    We have always recognized the importance of research in material science and innovation in the development of our products. We plan to continue this history of innovation through investment in our own research and development teams, as well as through extensive collaboration with universities, industry partners and customers around the world. Further, given the high level of research and development and technology content inherent in our products, we intend to aggressively protect our inventions and innovations by patenting them when appropriate and by actively monitoring and managing our existing intellectual property portfolio.

Increase the flow of innovative, higher value-added products targeting specialist markets.    We plan to continue to focus on high growth, specialist end-markets, including environmental, healthcare and protection technologies. In response to increasing demand in these markets for higher value-added products, we plan to utilize our metallurgical and chemical expertise to develop new products and applications for existing products in these markets. We also seek to identify alternative applications for our products that leverage the existing capabilities of our products and our existing customer base.

Enhance awareness of Luxfer brands.    We intend to maintain and improve global awareness of our four brands: Magnesium Elektron, MEL Chemicals, Luxfer Gas Cylinders and Superform. Our efforts will include promoting our leading technologies at trade shows, industry conferences and other strategic forums. We also plan to expand our online presence by maximizing the visibility and utility of our website. Whenever possible, we insist that our corporate logos are visible on products sold by our customers, especially products such as medical cylinders that remain in active circulation and tend to be widely visible in the public domain.

Focus on continued gains in operational and manufacturing efficiencies.    We plan to continuously improve operational and manufacturing efficiencies, investing in modern enterprise resource planning systems and using external auditors to measure our performance against rigorous, world-class standards. In order to do so, we seek to continuously find ways to automate our processes to provide protection against competition based in low labor-cost economies. While we plan to maintain our focus on ways to reduce our operational and manufacturing costs, we also seek to modernize machinery and equipment at minimal costs when necessary to prevent bottlenecks in the manufacturing process.

Selectively pursue value-enhancing acquisitions.    We have undertaken several successful complementary acquisitions over the past fifteen years, and we believe there will be opportunities to pursue synergistic

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acquisitions at attractive valuations in the future. We plan to assess these opportunities with a focus on broadening our product and service offerings, expanding our technological capabilities and capitalizing on potential operating synergies.

Our Business Divisions

We are organized into two operational divisions, Elektron and Gas Cylinders. The following table illustrates the revenue and trading profit of each division in 2010, 2009 and 2008.

	Year Ended December 31, 2010
	Revenue					Trading Profit(1)
	Amount		Percentage			Amount		Percentage
	(in $ millions)		(%)			(in $ millions)		(%)
Elektron	$	203.5		50.5	%	$	33.5		73.3	%
Gas Cylinders		199.2		49.5	%		12.2		26.7	%

	Year Ended December 31, 2009
	Revenue					Trading Profit(1)
	Amount		Percentage			Amount		Percentage
	(in $ millions)		(%)			(in $ millions)		(%)
Elektron	$	184.8		49.8	%	$	23.3		82.0	%
Gas Cylinders		186.5		50.2	%		5.1		18.0	%

	Year Ended December 31, 2008
	Revenue					Trading Profit(1)
	Amount		Percentage			Amount		Percentage
	(in $ millions)		(%)			(in $ millions)		(%)
Elektron	$	241.5		50.7	%	$	28.4		67.8	%
Gas Cylinders		234.4		49.3	%		13.5		32.2	%

⁽¹⁾

Trading profit is defined as operating profit before restructuring and other income (expense). Trading profit is the "segment profit" performance measure used by our chief operating decision maker as required under IFRS 8 for divisional segmental analysis. See "Note 2—Revenue and segmental analysis" to our audited consolidated financial statements.

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Elektron Division

Our Elektron division sells products under two brands: Magnesium Elektron and MEL Chemicals. The Elektron division represented 50.5% and 73.3% of our total revenue and trading profit, respectively, in 2010. The table below provides a summary of the products, applications and principal markets and illustrative customers and end-users within each brand in the Elektron division.

Products	Application/principal markets supplied	Illustrative customers and end-users
Magnesium Elektron:
Magnesium alloys	Aerospace and specialist automotive	United Technologies, Fansteel-Wellman, Boeing, Lockheed Martin
Magnesium powders	Defense (anti-tank practice rounds, sea water batteries and decoy flares)	Esterline, Chemring
Fabricated products, sheets and plates	Automotive Photo-engraving	Volkswagen Hallmark
MEL Chemicals:
Zirconium compounds	Automotive (catalytic converters)	Umicore, BASF, Johnson Matthey
	Electro-ceramics (oxygen sensors, capacitors, microwave relays)	Bosch, EPCOS
	Engineering ceramics Aerospace ceramics Chemical synthesis Fuel cells Refinery catalysis Reflective coatings	HiTech Sulzer Metco BASF SOFCPower UOP (Honeywell) 3M

The principal geographic markets for the Elektron division are Europe and North America and the percentage of revenue by geographic destination and geographic origin and by key end-markets in 2010 is shown below:

Elektron Division—Revenue by Geographic Destination
Year Ended 2010

Geographic Region	Percentage of Elektron Revenue
North America		49	%
Euro zone		24	%
Asia Pacific		11	%
Other Europe		5	%
United Kingdom		4	%
South & Central America		4	%
Africa		3	%

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Elektron Division—Revenue by Geographic Origin
Year Ended 2010

Geographic Region	Percentage of Elektron Revenue
United States		53%
United Kingdom		39%
Other Europe		8%

Elektron Division—End-Market Sales Analysis
Year Ended 2010

End-Market		Percentage of Elektron Revenue
Environmental:
	Aerospace—Lightweight Materials		11%
	Aerospace—Coatings		1%
	Automotive—Catalysis		20%
	Automotive—Lightweight Materials		9%
	Automotive—Ceramics		2%
	Chemical—Catalysis		2%
	Specialty Chemicals		5%
Environmental Total			50%
Healthcare Total			2%
Protection:
	Countermeasures		10%
	Defense		2%
Protection Total			12%
Specialty:
	Graphic Arts		21%
	Industrial		9%
	Chemicals		5%
	Electronics		1%
Specialty Total			36%

Magnesium Elektron

We believe we are the leading manufacturer in the western world of high-performance magnesium alloys, powders, plates and rolled sheets used in the aerospace, defense and photo-engraving industries. Magnesium Elektron operates plants in Swinton, United Kingdom, the Czech Republic, numerous plants in the United States and a plant in Ontario, Canada.

Magnesium alloys offer significant advantages over aluminum alloys, as they are around a third lighter, while exhibiting similar properties in terms of strength and stability. Customers typically utilize our specialized magnesium alloys when lightweight, high-strength or extreme temperature stability characteristics are

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important, such as in jet fighters and in helicopter gearboxes, which need to be able to operate at high temperatures and without lubrication in emergency situations.

We have developed a large percentage of the high-performance magnesium alloys that are available in major markets, including the United States. For example, we have developed 12 of the 18 magnesium alloys approved by the American Society for Testing Material's ("ASTM") Standard Specification for Magnesium-Alloy Sand Castings. In the last 30 years, five out of six new alloys added to the list have been developed and patented by Magnesium Elektron. The ASTM's Standard Specification for Magnesium-Alloy Extruded Bars, Rods, Profiles, Tubes, and Wire lists nine currently used alloys, and Magnesium Elektron has developed five of them. Furthermore, we believe we are the largest manufacturer of atomized magnesium powders in the world. Our magnesium powder manufacturing facilities have been manufacturing ground magnesium powders since 1941 and atomized powders since the 1960s.

Magnesium Elektron's main products are as follows:

Magnesium powders.    We are the largest manufacturer of magnesium atomized powders in the western world. These powders are used in military flare and ordnance applications, as a reagent in the pharmaceutical and chemical synthesis process, referred to as the grignard process, and production of specialty metals such as boron and tantalum. These products are manufactured at our Tamaqua, PA, Lakehurst, NJ and Ontario, Canada plants.

Magnesium alloys and alloy hardeners.    Magnesium Elektron has developed a range of high-performance alloys for use in specialist applications. The magnesium alloys are manufactured in foundries in the Swinton plant and are cast into ingots, billet or rolling slab that are sold to end customers, or are further processed by extrusion and rolling. The alloys each have their own set of unique characteristics and are produced under highly controlled conditions. A range of metals and rare earths are added during the process such as zirconium, yttrium, praseodymium, neodymium and gadolinium. Magnesium alloys have replaced steel and some aluminum alloys in various aerospace applications, such as engine and transmission casings, and specialist automotive applications, such as motor sport engines and transmission parts.

Magnesium billets, sheets, plates and photo-engraving.    In 2003, we acquired casting, rolling, and finishing facilities from Spectrulite to create a new U.S. company, Magnesium Elektron North America ("MENA"). This operation supplies magnesium battery sheets and coil, photo-engraving sheets and plates and tooling plates produced from cast magnesium rolling slab produced at our Madison, Illinois manufacturing facility, which we believe has the world's largest magnesium rolling mill. We continue to invest in this operation to develop and capitalize on additional growth opportunities. We expanded and strengthened the photo-engraving part of this business in 2007 through the acquisition of Revere, an international photo-engraving business that had worldwide sales coverage and manufacturing facilities in both the United Kingdom and United States. This acquisition strengthened the division's photo-engraving plate business and created certain synergies when we combined the businesses with MENA.

Refining and recycling.    A significant portion of the magnesium used in the die-casting process can be lost as "process arisings." The division has applied its metallurgical expertise to refine these "process arisings" back into high-quality casting grade metal at a recycling facility in the Czech Republic.

Our growth strategy for Magnesium Elektron is to build on the strength of the brand name and worldwide reputation for developing and producing high performance magnesium alloys. This includes maintaining a continued focus on developing value-added products leveraging our extensive knowledge in magnesium metallurgy for a number of specialist markets, including the aerospace, defense, medical, high-end graphic arts and consumer packaging markets. Although we ultimately sell tangible products, we believe our customers place significant value on our technical know-how and ability to help them effectively utilize our materials in their products. Our strategy is to patent new materials and sometimes the processes used to make them, when appropriate. In the future, we may also charge a royalty fee for the use of some of our materials (e.g., medical applications), however, we currently price our materials to cover the cost of providing such technical expertise.

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Magnesium Elektron serves a wide range of customers globally and has close and collaborative relationships with its customers. The top ten customers for magnesium products accounted for 26% of the Elektron division's revenue in 2010. Our largest Magnesium Elektron customer accounted for 6% of divisional revenue in 2010.

Magnesium Elektron competes in various specialist niches, including in the production of military powders and high-performance alloys. Competition is fragmented and varies from sector to sector, and includes competition from Chinese suppliers of magnesium die-casting alloys. We do not normally compete directly against primary magnesium producers, which supply pure magnesium and simple alloys.

We have a number of patented and off-patent products, which helps us maintain our competitive leverage in the markets we serve. Due to the significant complexity of producing our specific alloys, we believe that competitors are likely to have difficulty manufacturing certain of these alloys even after the patents that protect the composition have expired. Our principal competitor in magnesium powders is ESM, a U.S.-based subsidiary of the German company SKW Stahl-Metallurgie.

MEL Chemicals

We believe we are a leader in the manufacture of specialty zirconium compounds. MEL Chemicals chemically-derived zirconium products are more versatile, pure, and suitable for demanding applications than thermally derived products or natural zirconia, thus commanding a significantly higher value-added premium. These are sold in a powder or solution form and have a broad range of applications, including as the wash coats for catalytic converters that remove noxious gases in gasoline engine vehicles, electronics, structural and functional ceramics, paper production, chemical catalysis, solid oxide fuel cells and water purification. Our zirconium products are key components in a range of products, from automotive catalytic converters to microwave telecommunications and back-lighting technology found in mobile phones. MEL Chemicals operates two main manufacturing facilities in Swinton, United Kingdom and in Flemington, New Jersey. We also have a joint venture with Nippon Light Metal in Japan that is primarily devoted to research and analysis.

The MEL Chemicals manufacturing process uses zircon sand as the base raw material. Zircon sand is a mineral mined predominantly in South Africa, Australia and the United States. Until mid-2003, both the U.S. and U.K. facilities converted zircon sand into zirconium oxide and hydroxides and a wide range of zirconium compounds in a process known as "sand cracking." In 2003, we closed the sand cracking processes in New Jersey and began purchasing intermediate product manufactured in China. A portion of the facility's requirements for intermediate zircon product is now supplied by MEL Chemicals' U.K. facility, currently the only producer outside China and India that cracks zircon sand.

The zirconium plants use a multi-stage process based on proprietary technology to produce zirconium salts and zirconium oxides, which are differentiated by their chemical purity and physical properties. While zircon sand is the base raw material in the manufacturing process, the division also uses a number of rare earths and commodity chemical products to produce its zirconium compounds. Yttria-stabilized zirconia, for example, exhibits a hardness, chemical inertness, and low heat conductivity that make it suitable in applications as diverse as dentistry and gas turbines.

The demand for our products is mainly driven by environmental concerns and environmental legislation, since our environmentally-friendly products can replace toxic chemicals in many applications, such as replacing formaldehyde in paper-coating and removing environmental toxins, such as arsenic from waste effluent. We aim to buttress market demand for our products by developing new applications for our zirconium products, which will assist our customers address rising environmental, health and safety concerns in various industries related to chemical emissions, global environmental considerations and public health regulation and legislation. Key growth areas are catalytic applications for emission control

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systems for automotive and chemical industries, advanced ceramics in electronics and engineering, water purification technologies and biomedical applications.

With a leading position in the zirconium compounds market, MEL Chemicals has established itself over a number of years as an approved supplier to a number of blue-chip customers. These relationships have, in turn, facilitated the sharing of technical knowledge to develop new products and applications. The top ten customers accounted for 29% of the Elektron division's revenue in 2010. Our largest zirconium customer accounted for 8% of divisional revenue in 2010.

MEL Chemicals has experienced significant competition in simple zirconium compounds from Chinese suppliers, either directly or through the availability of low cost Chinese zirconium stock to specialist competitors. Markets with relatively low technology needs, such as lead replacement products for paint driers, have low margins due to aggressive pricing by Chinese suppliers who now have a majority share in such low technology markets. Rather than compete in these low margin areas, we have shifted our focus to maintaining our leading technological knowledge, which we market to our clients to develop customized products to match their needs. There are a limited number of direct competitors in these specialized markets, where the products sold are complex chemical compounds with more advanced catalytic, electrical and ceramic properties. In such markets, we compete primarily with Daiichi Kigenso Kagaku Kogyo (DKKK) of Japan, Rhodia of France and Tosoh of Japan.

Gas Cylinders Division

Our Gas Cylinders division sells products under two brands: Luxfer Gas Cylinders and Superform. The Gas Cylinders division represented 49.5% and 26.7% of our total revenue and trading profit, respectively, in 2010. The table below shows the products, applications and principal markets and illustrative customers and end-users within each brand in the Gas Cylinders division.

Products	Application/principal markets supplied	Illustrative customers and end-users
Luxfer Gas Cylinders:
High-pressure aluminum and composite gas containment cylinders	Medical Beverage Fire extinguisher	BOC Linde, Air Products Coca-Cola, Pepsi Ansul (Tyco), Chubb/Kidde (UTC)
	Fire-fighters breathing apparatus	Scott International (Tyco), MSA, Sperian (Honeywell)
	Industrial gases Scuba Alternative fuels	BOC Linde, Air Liquide XS Scuba Agility Fuel Systems
Superform:
Superplastically-formed products	Aerospace	BF Goodrich, Lockheed, BAE Systems, Honeywell
	Automotive	Rolls-Royce (BMW), Aston Martin, Morgan, Bentley (VW)
	Medical	Siemens
	Rail	Bombardier

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The principal geographic markets for the Gas Cylinders division are the United States, Europe and Asia Pacific and the percentage of sales revenue by geographic destination and geographic origin and by end-markets for 2010 is shown below:

Gas Cylinders Division—Revenue by Geographic Destination
Year Ended 2010

Geographic Region	Percentage of Gas Cylinders Revenue
North America		41	%
Euro zone		20	%
United Kingdom		18	%
Asia Pacific		13	%
Other Europe		4	%
South & Central America		3	%
Africa		1	%

Gas Cylinders Division—Revenue by Geographic Origin
Year Ended 2010

Geographic Region	Percentage of Gas Cylinders Revenue
United States		51%
United Kingdom		31%
Euro zone		15%
Asia Pacific		3%

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Gas Cylinders Division—End-Market Sales Analysis
Year Ended 2010

End-Market		Percentage of Gas Cylinders Revenue
Environmental:
	Aerospace—Lightweight Materials		7%
	Alternative Fuels		4%
	Automotive—Lightweight Materials		6%
	Rail—Lightweight Materials		2%
Environmental Total			19%
Healthcare:
	Oxygen		20%
	Medical Equipment		1%
Healthcare Total			21%
Protection:
	SCBA		27%
	Fire		11%
	Defense		2%
	Scuba		1%
Protection Total			41%
Specialty:
	Industrial Gases		13%
	Other		6%
Specialty Total			19%

Luxfer Gas Cylinders

Luxfer Gas Cylinders manufactured and sold approximately 2.2 million cylinders in 2010, making us, we believe, the largest manufacturer of portable high pressure aluminum and composite cylinders worldwide. The business has achieved its leadership position through a long history of innovation and a commitment to setting a leading standard in product specifications and customer service. In 2010, we manufactured gas cylinders at five manufacturing facilities: two in the United States and one each in the United Kingdom, France and China. In 2009, we established our presence in India through a 51% interest in a joint venture with a local business partner based in Delhi. All of our Luxfer Gas Cylinder manufacturing facilities also maintain sales and distribution functions. We have also established sales, distribution and service centers in Australia and Italy.

Overall growth in the Luxfer Gas Cylinders business has historically been driven by the inherent benefits of aluminum over steel for high pressure cylinders. Steel was the first material used for the containment of high pressure gas, but aluminum cylinders have the following recognized benefits:

•

Lightweight (up to 40% lighter than steel for most applications);

•

Non-corroding and non-reactive (ideal for maintaining gas purity);

•

Considered by many to be more cosmetically attractive than steel (desirable for domestic fire extinguishers, medical and scuba applications); and

•

Non-magnetic, allowing for safe use near powerful magnets used by some diagnostic equipment.

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Luxfer Gas Cylinders has also led the industry's development of carbon composite cylinders, which include thin-walled aluminum lined cylinders wrapped in carbon fiber. Over the last decade, our composite cylinder business has enjoyed higher growth rates and stronger margins than our aluminum cylinder business. We believe demand for carbon composite cylinders will continue to grow driven by many of the additional benefits of carbon composite cylinders over aluminum and steel, namely the following:

•

Carbon composite cylinders are two-thirds lighter than the comparable steel cylinder; and

•

High strength-to-weight ratio enabling increased pressure to be used for the same size cylinder, thereby increasing its volume capacity.

Demand has been driven by increased usage by the emergency services sector which is attracted to the advantages of the lightweight characteristics for life-support applications. Therefore, we see further growth opportunities in composite cylinders and associated new specialty products such as our new IOS medical oxygen delivery package, our SmartFlow flow control device and alternative fuel cylinder technology.

Luxfer Gas Cylinders has a very broad customer base, both geographically and by number. In total, the top ten customers accounted for 47% of the Gas Cylinder division's revenue in 2010. The division's largest customer accounted for 10% of its revenue in 2010. Customers in certain markets such as the medical, SCBA and fire extinguisher markets tend to be highly concentrated as there are relatively few end-user distributors. Within the SCBA market, we have achieved a very high level of market penetration by providing composite gas cylinders to the three major suppliers to the Western market, which we believe supply approximately 90% of the U.S. market: MSA, Tyco and Sperian (Honeywell).

Supported by a strong worldwide distribution network, we believe that Luxfer Gas Cylinders is the most global manufacturer of high pressure aluminum and composite gas cylinders worldwide. Over recent years, the high pressure gas cylinder market has been subject to some consolidation. Over the last three years, Worthington Industries, originally a steel cylinder competitor in the United States and Europe, has purchased three U.S. based competitors, the composite cylinder manufacturer SCI and two small aluminum cylinder manufacturers, Piper Metal Forming and Hy-mark Cylinders. Other competitors include Catalina Cylinders, an aluminum cylinder manufacturer in the United States, Faber, a steel and composite manufacturer from Italy, and MES Cylinders, an aluminum cylinder competitor based in Turkey. In the alternative fuel cylinder sector, our main competitors are the Canadian-owned Dynetek and the Norwegian-owned Hexagon Composites, both of which produce composite cylinders for CNG-powered vehicles.

In Asia, the market for aluminum cylinders is less developed and the larger competitors are predominantly steel-focused. Larger manufacturers include Everest Kanto Cylinder, based in India, and Beijing Tianhai Industry, based in China. However, the use of composite cylinders is growing in the Asia Pacific region and competitors are now also manufacturing composite cylinders.

Superform

Superform developed the superplastic forming process, wherein controlled heat and air pressure are applied to special aluminum sheets to elongate and form them into complex, bespoke shapes. These light, complex-shaped aluminum and carbon composite components are principally for use in the specialist automotive, electronics, aerospace, medical and rail transportation end-markets. Although superplastically-formed aluminum components are currently a relatively small, niche market, we believe that Superform is the largest independent supplier of such superplastically-formed aluminum components in the western world. Superform has operations in the United Kingdom and the United States.

Superform uses a proprietary technology that allows it to manufacture aluminum alloy and carbon composite products using superplastic forming techniques, in which special alloys are heated until they display plastic properties and are then molded onto one-sided tools using air pressure. Superform offers customers highly customized project development with the freedom to create complex geometric shapes that conventional stamping equipment cannot produce. Superform's technology is particularly well-suited to the manufacture

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of low to medium volumes of complex shapes in aluminum and composite materials, where the advantage of low-cost tooling resulting from the low-impact, low-pressure process more than offsets a generally higher component price than alternatives because of the material and length of process. The nature of this precision manufacturing process is conducive to highly machined aerospace and specialty automotive parts. The Superform business is also now offering titanium formings, and is working with the magnesium operations within our Elektron division to develop the market for ultra-lightweight magnesium superplastically-formed parts for our customers.

Demand in our Superform business has grown generally due to the automotive industry's increasing need to reduce weight in vehicles. In addition, demand has also grown as a result of an increasing variety of automotive bodywork in terms of shapes and sizes, especially in specialty and limited-edition automobiles.

Superform's customers tend to vary with the specific projects that it undertakes, but its key end-markets are aerospace, specialty automotive, rail transport and medical equipment.

As Superform invented the superplastic forming process, direct competition with our technology tends to be limited. Competition mainly arises from alternative technologies such as cold pressing and hydroforming. Cold pressing uses standard alloys and high-tonnage presses with matched tooling. While the process is very rapid, taking only a few seconds, and the materials are relatively inexpensive, both the press and tooling are heavy and expensive, while the capability of the process is limited as pressing deep shapes using this process will tear the material. Hydroforming is a specialized type of die forming that uses a high pressure hydraulic fluid to press material into a die at room temperature. A sheet of aluminum is placed inside a negative mold that has the shape of the desired end product. Hydraulic pumps then inject fluid at very high pressure, which forces the sheet of aluminum into the mold. The process is slower than cold pressing but uses less energy.

KTK in China is a competitor, and Magna International has established a forming operation in Ireland targeting slightly higher volume applications and using slightly different technology. GM, Ford and Audi all have in-house "fastforming" capabilities, which is a hybrid process in which a medium-duty cold press is first used to produce a partially formed part, which is then finished using a superforming process. In addition, Boeing purchased a license to use our then-still-patented Superforming process from us in 1998, providing them with in-house superforming capability.

Our Key End-Markets

Environmental (35% of 2010 Revenue)

We believe many of our products serve a growing need to protect the environment and conserve its resources. Increasing environmental regulation, "green" taxes, and the increasing cost of fossil fuels have driven growth in this area. Our Elektron lightweight magnesium alloys and lightweight Superform aluminum, magnesium and titanium panels and components made with our alloys are widely used in aircraft, trains, trucks, buses and cars to reduce weight and improve fuel efficiency. Our composite gas cylinders are used in CNG-powered vehicles. For many years, we have sold zirconium-based chemicals for catalytic converters in gasoline engines, and we have recently developed similar products for the catalysis of emissions from

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diesel engines. Our zirconium chemical products are used to remove heavy metals (e.g., arsenic) from drinking water and have recently been developed to do the same from industrial effluent.

Area of focus	Product	End-Market Drivers
Alternative Fuels	/*/     CNG fuel cylinders /*/     Exhaust catalysts /*/     CO2 capture	/*/     "Clean air" initiatives /*/     Abundance of natural gas /*/     Favorable tax treatment /*/     Increasing CNG filling infrastructure
Environmental Catalysts (cleaning of exhaust emissions)	/*/     Zirconium compounds with specific properties used in auto-cat washcoats	/*/     Emissions legislation generally /*/     Application of tighter regulations on diesel engines in United States and Europe /*/     Cost effective for vehicle manufacturers as they avoid using precious metals
Specialty/High end Automotive	/*/     Superformed complex body panels, door inners and other components /*/     Magnesium extrusions	/*/     Fuel efficiency for a given level of performance /*/     Increased flexibility to vehicle designers /*/     Strong demand for top-end cars from wealthy individuals in emerging markets
Recycling	/*/     Recycling service converting magnesium scrap into good die-casting ingot	/*/     Marketing "whole of life" costing for vehicles /*/     Legislation requiring recycling at end of vehicle's life cycle
Sensors, piezoelectrics and electro-ceramics	/*/     Zirconium-based ceramic materials used in sensors of engine management systems	/*/     Engine efficiency /*/     Control of exhaust gases
Water purification	/*/     ISOLUX technology (removal of heavy metals from drinking water)	/*/     Tightened World Health Organization guidelines on levels of heavy metals in drinking water and associated legislation
Rail transport	/*/     Superformed train front cab and internal components	/*/     Government investment in public transport /*/     Fuel efficiency /*/     Safety requirements moving from plastic to metal for internal components
Military and civil aerospace	/*/     Superform (wing leading edges, engine nacelle skins) /*/     ELEKTRON aerospace alloys in cast, extruded, and sheet form	/*/     Growing aircraft build rate

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Area of focus	Product	End-Market Drivers
/*/     Increasing cost of fuel
Helicopters	/*/     Magnesium sand casting alloys, superformed panels	/*/     Light-weighting /*/     Fuel efficiency
Paper	/*/     Bacote and Zirmel, both formaldehyde-free insolubilizers that aid high quality printing	/*/     Elimination of toxic chemicals

Healthcare (11% of 2010 Revenue)

We have a long history in the healthcare end-market and see this as a major area of opportunity for new product technologies. We believe we offer the world's most comprehensive range of cylinders designed to contain medical gases, including specialized composite cylinders popular in emergency medical services. Our materials are also being used in medical treatments and are featured in certain medical equipment, including MRI scanners. Our recently announced innovations include the lightweight IOS medical oxygen delivery system featuring our patented L7X higher-strength aluminum alloy and carbon composite cylinders integrated with our patented SmartFlow valve-regulator technology. We are also developing bio-absorbable magnesium alloy branded SynerMag to be used for vascular intervention and skeletal tissue repair and zirconium MELSorb materials for, among other things, the active ingredient in wearable dialysis equipment.

Area of focus	Product	End-Market Drivers
Medical Gases	/*/     Portable aluminum and composite cylinders /*/     IOS medical oxygen delivery system (expected 2012)	/*/     Growing use of medical gases /*/     Shift to paramedics, who need portable, lightweight products /*/     Growing trend to provide oxygen therapy in the home and to keep patients mobile /*/     Increasingly aging population /*/     Increase in respiratory diseases
Medical Equipment Casings	/*/     Superformed panels (e.g. for MRI scanners)	/*/     Growing use of equipment using powerful magnets and consequent need for non-ferrous, but hygienic casings
Pharmaceutical Industry	/*/     Magnesium powders as a catalyst for chemical synthesis called the Grignard process	/*/     Growth in pharmaceutical industry
Orthopedics	/*/     Magnesium sheets	/*/     Improved mobility through use of easy-to-wear, lightweight braces and trusses
Sorbents	/*/     Melsorb material as active ingredient in wearable dialysis equipment	/*/     Growth in kidney problems /*/     Need to reduce time spent in hospital on dialysis /*/     Invention of AWAK (wearable artificial kidney)

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Protection Technologies (27% of 2010 Revenue)

We offer a number of products that are used to protect individuals and property. Principal factors driving growth in this end-market include increasing societal expectations regarding the protection of individuals and armed forces personnel, tightening health and safety regulations and the significant cost of investing in and replacing technologically-advanced military property. We manufacture ultra-lightweight breathing-air cylinders that lighten the load on emergency services personnel working in dangerous environments, miniature cylinders for use in personal escape sets, aluminum cylinders for fire extinguishers and lightweight composite cylinders used to inflate aircraft emergency escape slides. Our ultra-fine atomized magnesium powder is a principal ingredient in counter-measure flares used to protect aircraft from heat-seeking missiles. Further, we are currently developing lightweight magnesium alloy armor plates for use on personnel carriers and patrol vehicles.

Area of focus	Product	End-Market Drivers
Life support breathing apparatus	/*/     Composite gas cylinders used in SCBA	/*/     Increased awareness of importance of properly equipping fire-fighting services post 9/11 /*/     Demand for lightweight products to upgrade from heavy all-metal cylinders /*/     Periodic upgrade of New U.S. National Institute for Occupational Safety and Health standards and natural replacement cycles /*/     Asian and European fire services looking to adopt more modern SCBA equipment
Fire protection	/*/     Cylinders (carbon-dioxide-filled fire extinguisher)	/*/     New commercial buildings /*/     Cylinder replacement during annual servicing
Countermeasures	/*/     Ultra-fine magnesium powder for flares used in the protection of fixed wing aircraft and helicopters from attack by heat-seeking missile	/*/     Use in training and combat /*/     Maintenance of fresh reserve stocks of countermeasure powders
Military Vehicles	/*/     ELEKTRON magnesium alloys in cast, rolled, and extruded form	/*/     Maintaining high level of protection while reducing weight to improve maneuverability and fuel economy

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Specialty Technologies (27% of 2010 Revenue)

Our core technologies have enabled us to exploit various other niche and specialty markets and applications. We are a leading producer of magnesium photo-engraving plates used by graphic arts printers and sign makers to produce high-quality packaging (e.g., book covers, labels for bottles of high-end spirits). We have also developed a range of cylinders for specialty applications, including inert-inner gas cylinders for rare gas and high-purity gas applications such as in the manufacture of semiconductors and other electronic products. Other applications include gas cylinders for portable welding and cutting equipment, carbon dioxide cylinders for beverage dispensing and cylinders for leisure applications such as paintball.

Area of focus	Product	End-Market Drivers
Speciality Industrial Gases	/*/     Inert-interior aluminum cylinders for the electronics industry	/*/     Semiconductor industry /*/     Oil exploration
Graphic Arts	/*/     Photo-engraving plates	/*/     Focus on luxury packaging as part of marketing high-end products
Leisure activities	/*/     Cylinders for leisure markets including paintballing, dragster racing	/*/     Leisure time /*/     Growth of middle class in emerging markets
General Engineering	/*/     Magnesium billets, sheets, coil, tooling plates	/*/     Economic growth
	/*/     Ceramic compounds

Suppliers and Raw Materials

Elektron

The key raw materials used by our Elektron division are magnesium, zircon sand and rare earths.

The world market for magnesium is around 650,000 metric tons per year, with China being the dominant country of supply, representing around 80% of world supply. Western primary production is limited to U.S. Magnesium based in the United States, Dead Sea Magnesium based in Israel, RIMA Industrial based in Brazil and two smelters in Russia. We purchase approximately half of our magnesium needs from China. We use only U.S.-sourced materials for U.S. production for sale in the United States and in key markets like military applications, where U.S. and Canadian material and technology sourcing is mandatory. In 2010, we entered into a five-year magnesium supply contract with back-to-back pricing to support contracts for U.S. military countermeasure applications.

We purchase zircon sand for direct processing from suppliers based in Australia and South Africa and buy an intermediate zirconium product from various suppliers in China. Zircon sand is a by-product of mining for titanium dioxide, and global production is estimated at approximately 1.1 million metric tons. We purchase around 6,000 metric tons of zircon sand per annum. We purchase only zircon sand of the highest-quality grades from Rio Tinto in South Africa and Iluka in Australia. We also purchase intermediate zirconium chemicals from suppliers in China. We decide whether to purchase intermediate zircon or directly process zircon sand ourselves based on market prices, which determines the amount of zircon sand that we buy.

There are 17 rare earth metals that are reasonably common in nature and are usually found mixed together with other mineral deposits. Their magnetic and light-emitting properties make them invaluable to high-tech manufacturers. Demand for rare earths has expanded over the last few years because they serve as key components in a wide-range of modern applications. We use these rare earths in the manufacturing of a

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number of zirconium chemical and magnesium alloy products, but our main requirement is for cerium for use in automotive catalysis compounds, where it has unique oxygen storage capabilities.

Following a decade or more of low prices that drove most Western mines out of business, China today has a virtual monopoly on supply, producing 97% of the world's supply of rare earths in 2009. Supply of rare earths from China has been impacted since mid-2010 by Chinese export quotas, which limit the export of these raw materials from China, resulting in significant increases in pricing, including an increase in the price of cerium carbonate, priced in rare earth oxide contained weight, from $10 per kilogram in May 2010 to a peak of $270 per kilogram in July 2011. As of September 30, 2011, the price of cerium carbonate was $208 per kilogram.

In an effort to protect ourselves and our customers from significant fluctuation in the pricing of rare earths, we are being proactive in arranging sourcing of a growing proportion of our rare earths from non-Chinese suppliers. There are many projects currently underway to mine and refine rare earths outside China, and we have recently signed a contract for a proportion of our needs with supply expected to commence in the first half of 2012, and have commenced contract negotiations with one other potential supplier, which may also be in the market in 2012. We are also in discussions with other non-Chinese suppliers about supplying rare earths as they start producing in 2013 and 2014.

Notwithstanding the recent volatility in rare earth pricing, we have been able to recover the rise in these rare earth costs through a customer surcharge.

Gas Cylinders

The largest single raw material purchased by the Gas Cylinders division is aluminum. In 2010, we purchased 74% of our aluminum needs from Rio Tinto Alcan. Aluminum costs were 63% of the division's raw material costs in 2010.

Since 2005, the cost of aluminum has increased significantly, with several periods of volatility, which has required us to implement significant price increases on our products. While we pass on most of the price increases to our customers, in some cases through contractual cost-sharing formulas, we have found that passing on price increases can be more difficult, or takes longer, for certain products that are more commoditized, such as cylinders for use as fire extinguishers. As a result, we have historically hedged a portion of our exposure to fluctuations in the price of aluminum.

As a means of hedging against increases in the price of aluminum, we use fixed price supply contracts made directly with Rio Tinto Alcan as opposed to hedging on the LME, to avoid some of the complications associated with LME contracts. Typically, we agree to a price directly with Rio Tinto Alcan when placing orders for delivery of metal within the following eighteen months based on the prices quoted on the LME. We place these orders progressively and thereby gradually build our hedge position. As of December 31, 2010, fixed price purchase contracts covered approximately 26% of our estimated primary aluminum needs for the following twelve months. We do at times also use LME contracts to hedge our exposure, and we have the ability to use our bank facilities for this type of hedging. In July 2011, we hedged 2,400 metric tons through our new ancillary hedging facilities for supply in 2012.

The sheet used in the Superform operations is specialized and sourced from a number of different suppliers and distributors. Some highly specialized aluminum sheet is manufactured in-house by our Elektron division using equipment designed for casting and rolling of magnesium sheet.

Other key materials include carbon fiber used in composite products. The main suppliers of these materials are Toray and Mitsubishi. Increased demand for carbon fiber in the United States for commercial aerospace and military applications has led to carbon fiber shortages in recent years. We have built up relationships with these suppliers through providing them predictable requirements and fixed price annual contracts to encourage the successful procurement of our required quota for carbon fiber.

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Property, Plant and Equipment

We operate from 16 manufacturing plants in the United Kingdom, United States, France, Czech Republic, Canada and China. We also have joint ventures in Japan and India. Our headquarters are located in Salford, England. Our manufacturing plants for our operations, as of December 31, 2010, are shown in the table below:

Division	Property/Plant	Principal products manufactured	Ownership	Approximate area (square feet)
Elektron
	Swinton, England (2 plants)	Magnesium alloys/Zirconium chemicals	Split Lease/Own		561,264
	Madison, IL	Magnesium sheet	Lease		803,795
	Findlay, OH	Photo-engraving sheets	Own		43,000
	Tamaqua, PA	Magnesium powders	Own		64,304
	Lakehurst, NJ	Magnesium powders	Own		78,926
	Flemington, NJ	Zirconium chemicals	Own		65,000
	Ontario, Canada	Magnesium powders	Lease		16,335
	Litvinov, Czech Republic	Magnesium recycling	Own		62,140
Gas Cylinders
	Nottingham, England	Aluminum cylinders	Lease		143,222
	Gerzat, France	Cylinders	Own		327,535
	Worcester, England	Aluminum panels	Lease		66,394
	Riverside, CA	Composite cylinders	Lease/Own		125,738
	Graham, NC	Aluminum cylinders	Own		121,509
	Riverside, CA	Aluminum panels	Lease		49,836
	Shanghai, China	Cylinders	Lease		15,383

We have other locations in Australia and Italy that are involved in sales and distribution but not the manufacture of our products, as well as our headquarters in Salford, England. Our headquarters are approximately 5,500 square feet, and we hold our headquarters under a short-term lease.

Utilization of our main productive pieces of plant and equipment is generally high across our businesses. We can adjust capacity relatively easily by varying shift patterns and/or manning levels, and there are few areas where we are currently constrained such that major capital investment is required to add capacity. Our strategic growth projects may require additional capacity to be installed over the next three years depending on the degree to which such projects are successful. For example, if automotive manufacturers choose the diesel catalysis products that we developed jointly with Rhodia to meet new environmental regulations, we may need to build a new production facility to meet this increased demand.

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Employees

The average number of employees by division, function and geography for the years ended December 31, 2010, 2009 and 2008 was as follows:

		2010		2009		2008
By Division:
Elektron			560		581		688
Gas Cylinders			865		859		900
Total			1,425		1,440		1,588
By Function:
Direct production and distribution			1,210		1,221		1,370
Indirect:
	Sales and administration		170		177		176
	Research and development		45		42		42
Total			1,425		1,440		1,588
By Geography:
Europe			795		781		818
North America			604		632		744
Rest of the World			26		27		26
Total			1,425		1,440		1,588

Employees at a number of our locations are members of various trade union organizations. We consider our employee relations to be good. In the last three years, we have experienced a few one to three day work stoppages in France and the United Kingdom, but do not consider any of these work stoppages to have been material to our operations. We also employed on average 136, 111 and 175 temporary contract and agency staff in 2010, 2009 and 2008, respectively. Our average total headcount, including employees and temporary contract and agency staff, was 1,561, 1,551 and 1,763 in 2010, 2009 and 2008, respectively. Our management team includes 29 members who hold PhDs (including 18 members of our product development team) and 47 members who hold masters degrees (including 10 members of our product development team).

Research and Development

Research in the science of the materials in which we specialize and in production and processing techniques is extremely important as a means of providing us with a technical foundation that enables us to continue to develop and grow our business lines. To provide customers with constantly improving products and services, we continuously invest in new technology and research and employ some of the world's leading specialists in materials science and metallurgy. Our engineers and metallurgists collaborate closely with our customers to design, develop and manufacture our products. We also co-sponsor ongoing research programs at major universities in the United States, Canada and Europe. In 2010, 2009 and 2008, we spent $8.9 million, $6.3 million and $7.2 million, respectively, on research and development activities. Our research and development spending reflects our strategy of increasing our focus on high-performance value-added product lines and markets and leveraging our collaboration with universities.

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Intellectual Property

We currently rely on a combination of patents, trade secrets, copyrights, trademarks and design rights, together with non-disclosure agreements and technical measures, to establish and protect proprietary rights in our products. Key patents held by the Elektron division relate to lightweighting alloys, magnesium gadolinium alloy (protection applications), water treatment and G4 (environmental applications) and key patents held by our Gas Cylinders division relate to smartflow technology, aluminum alloy for pressurized hollow bodies and superplastic forming techniques.

In certain areas, we rely more heavily upon trade secrets and un-patented proprietary know-how than patent protection in order to establish and maintain our competitive advantage. We generally enter into non-disclosure and invention assignment agreements with our employees and subcontractors. See "Risk Factors—Our ability to remain profitable depends on our ability to protect intellectual property."

Environmental Matters

Our facilities, as with most manufacturing facilities, are subject to a range of environmental laws and regulations, including those relating to air emissions, wastewater discharges, the handling and disposal of solid and hazardous waste and the remediation of contamination associated with the current and historic use of hazardous substances or materials. If a release of hazardous substances or materials occurs on or from our properties, processes or any off-site disposal location we have used, or if contamination from previous activities is discovered at any of our locations, we may be held liable for the costs of remediation, including response costs, natural resource damage costs and associated transaction costs. We devote considerable efforts to complying with, and reducing our risk of liability under, environmental laws, including the maintenance of a detailed environmental management system.

In view of their long history of industrial use, certain of our facilities have areas of soil and groundwater or surface water contamination that require or are anticipated to require investigation or remediation.

Magnesium Elektron, Swinton, U.K.    We agreed in 2002 to the provision of a performance bond with a value of approximately $3.0 million in favor of the Environment Agency ("EA") of England & Wales in order to satisfy a condition for the transfer of the waste management license from British Aluminum Limited to operate our Swinton landfill to our subsidiary Magnesium Elektron Limited. We had hoped to partially close the landfill site and preserve part of it for a further 15 years or so worth of use. Unfortunately, investigations showed that this would be difficult and expensive, so we have decided to close the landfill and ship our continuing waste to commercial landfills off-site. A detailed closure plan for the landfill was approved in June 2011 with the EA as the relevant regulator. We estimate that it will cost around $2.6 million to achieve closure, and we hold a specific reserve for this amount in the books. The expenditure is likely to be spread over 2011 to 2013, with closure being undertaken by an independent third party contractor.

Magnesium Elektron CZ, Litvinov, Czech Republic.    Dross is a by-product of our production process. As a result of the local Czech environmental agency withdrawing permission for the previous disposal route, we began to stockpile significant quantities of the waste in 2007. The local environment agency also insisted on additional measures regarding the safe disposal of waste dross and a limit to the amount being held on-site. We began to address the issue in 2008 by installing a dross processing plant, at a cost of $0.8 million, to deal with this waste stream in an environmentally acceptable way. The recovery process involves crushing the dross waste and then extracting the magnesium to leave a residual in a form of a powder. The process has proven successful with better than anticipated metal recovery and yields. The recovered metal is fed back into our main production process, which has resulted in a significant cost reduction benefit to the business. We are at present evaluating disposal routes for the powder. One of the options is to use the powder as a soil supplement. Agricultural trials are being undertaken in the United

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Kingdom to evaluate this option, and initial indications show this to be a promising, relatively cost free opportunity. At the end of 2010 we held a $0.7 million provision for the disposal of the powder.

MEL Chemicals, Swinton, U.K.    In 1998, MEL Chemicals identified radioactive scale (or mineral buildup) contaminating pipes, valves and tanks in a redundant ion exchange plant. The zircon sand used by the operation contains low-level naturally occurring radioactive material, which has become concentrated in the scale. More recently, radioactive hotspots were identified in an unused building on the site that had previously been used for the storage of a radioactive material. We have accrued $0.9 million to cover the estimated cost of removal and subsequent disposal for both of these matters, with a remediation plan being implemented over the next year. The relevant areas are isolated, have been clearly quarantined and are off limits to site personnel.

MEL Chemicals, Flemington, NJ.    We have requested permission to collapse the sides of an old settling pond and, as a pre-condition, have been required by the New Jersey Department of Environmental Projection to undertake sampling of the soil that lay under the old pond liner. The total cost is expected to be between $0.2 million to $0.3 million.

MEL Chemicals, Flemington, NJ.    We are investigating the presence of dissolved salts in groundwater adjacent to our plant as to whether it has been caused by activity on our site. At this point, we believe that the majority of the salts being detected off-site are naturally occurring. Meanwhile, as a goodwill gesture, we are supplying bottled water to the few adjacent properties that would otherwise use well-drawn drinking water.

Redditch, U.K.    In 2000, civil works carried out at the BA Tubes plant in Redditch were undertaken as part of the facility's capital expenditure program. Under the United Kingdom's Integrated Pollution Control regime, and at the request of the EA, soil samples were taken that revealed significant ground water contamination. Further investigations suggest that there were two historic spillages of large quantities of trichloroethylene prior to our ownership of the business. In 2008, the site was designated as a "special site" under the contaminated land regime in England and Wales, which makes the EA responsible for the management and oversight of site assessment and remediation. Various potential treatments have been evaluated and we have presented an action plan for voluntary remediation to the EA, the first elements of which have been implemented. We are working to deliver a long-term improvement plan. Since 2008, there has been no industrial activity on the Redditch site. In 2010, we contracted to demolish the buildings at the site and, as part of this process, incurred environmental remediation costs of $0.3 million. As of December 31, 2010, we had a specific provision of $1.1 million to cover the future costs that would not be of a capital nature. It is expected that remediation will take several years.

General Issues.    Under the U.S. Superfund Law or similar laws, we may be subject to liability with regard to on-site contamination and off-site waste disposals. The costs and liabilities associated with the identified matters above are not currently expected to be material. However, because additional contamination could be discovered or more stringent remediation requirements could be imposed in the future, there can be no assurance that the costs and liabilities associated with further environmental investigation and clean-up in respect of these matters will not be material.

We have made and will continue to make expenditures on environmental compliance and related matters. In 2010, we spent $0.9 million on environmental remediation.

We estimate that our expenditures on environmental matters could be approximately $1.9 million in 2011. These expenditures primarily relate to closure of the Swinton landfill and the remediation at the Redditch site. The exact timing of these expenditures is still uncertain and they may get delayed, reducing the expenditures in 2011 and pushing work into 2012 and later years. Since the magnitude of environmental problems often become clearer as remediation is undertaken, the actual cost of such remediation could be

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much higher than our estimate. The nature of the cost is also difficult to fully ascertain, and we may capitalize some costs because the remediation work enhances the value of the land we own.

We have taken the future estimated environmental remediation expenditures into account in our ongoing financial planning, and expect to fund the expenditures from the operating cash we generate. Based on the information currently available to us, we do not believe that there are any other environmental liabilities or issues of non-compliance that will have a material effect on our consolidated financial position or results of operations. Future changes in environmental laws and regulations or other developments could, however, increase environmental expenditures and liabilities, and there can be no assurance that such costs and liabilities in any given year will not be material.

U.S. Greenhouse Regulations.    The USEPA has begun regulating the emissions of greenhouse gases, including ones emitted by our operations such as carbon dioxide and sulfur hexafluoride. In 2009 and 2010, the USEPA promulgated new greenhouse gas reporting rules, requiring certain facilities that emit more than 25,000 tons of carbon dioxide equivalents ("CO₂e") to prepare and file annual reports beginning in 2011. In addition, on May 13, 2010, the USEPA issued a new "tailoring" rule, which imposes additional permitting requirements on certain stationary sources emitting over 75,000 tons per year of CO₂e. The USEPA is also considering additional rulemaking to apply these requirements to broader classes of emission sources, such as facilities with CO₂e emissions greater than 50,000 tons per year, by 2012. Finally, several states, including states in which we operate such as New Jersey and California, have enacted or are considering enacting regulatory initiatives directed at reducing greenhouse gas emissions, such as "cap and trade" laws. While the ultimate impact of these new greenhouse gas emissions rules on our business is not yet known, it is possible that these new rules could have a material adverse effect on our results of operations and financial condition because of the costs of compliance.

Environmental Management Systems.    Following the completion of the Management Buy-In, we retained independent environmental consultants RPS to design and implement an Environmental Management System ("EMS") for the purpose of monitoring and taking remedial action in respect of the issues which were identified in the course of the Management Buy-In due diligence. This work led to the adoption of a corporate environmental policy and the development of an EMS manual used by all the facilities acquired at that time. Subsequent to the original Management Buy-In, all acquired facilities have been the subject of stringent environmental due diligence.

On all sites, we continued during 2010 to take a proactive approach to environmental issues and completed a number of projects to reduce the potential environmental impacts of issues identified in previous base-line reviews. We intend to certify our larger sites as ISO 14001-compliant. As of December 31, 2010, nine sites had achieved this objective.

Legal Proceedings and Related Matters

From time to time, we are party to litigation that arises in the ordinary course of our business. We do not have any pending litigation that, separately or in the aggregate, would, in the opinion of management, have a material adverse effect on our results of operations, financial condition or cash flows.

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Management

Board of Directors

The board of directors of Luxfer is currently composed of five directors, including three non-executive directors, of which one is a non-executive chairman. Under the Amended Articles, unless otherwise determined by an ordinary resolution of our shareholders (which is passed by a simple majority of those voting), there may not be less than two and not more than eight directors. A director need not be a shareholder. Under the terms of the Amended Articles, directors may be elected by an ordinary resolution of our shareholders and at least one-third of the directors must stand for re-election at every annual general meeting. Directors may be removed by a special resolution of our shareholders at any time before the expiration of their period of office. See "Description of Share Capital—Key Provisions of Luxfer Holdings PLC's Articles of Association—Appointment, Removal and Retirement of Directors."

The following table presents information regarding the members of the board of directors.

Name	Age		Position
Peter Joseph Kinder Haslehurst(1)(2)(3)		70	Non-Executive Chairman
Brian Gordon Purves		56	Director and Chief Executive
Andrew Michael Beaden		44	Director and Group Finance Director
Joseph Allison Bonn(1)(2)(3)		68	Non-Executive Director
Kevin Flannery(1)(2)(3)		67	Non-Executive Director

(1)

Member of the Audit Committee

(2)

Member of the Remuneration Committee

(3)

An "independent director" as such term is defined in Rule 10A-3 under the Exchange Act

Biographical information concerning the members of our board of directors is set forth below.

Peter Joseph Kinder Haslehurst

Peter Joseph Kinder Haslehurst was appointed our Non-Executive Chairman on March 31, 2006. Mr. Haslehurst has been a Non-Executive Director of the company since June 2003. Since his appointment as our Chairman, he has chaired the Audit and Remuneration Committees. Mr. Haslehurst is a chartered engineer, a Companion of the Chartered Management Institute, a fellow of the Institution of Mechanical Engineers, a fellow of the Institution of Engineering and Technology, a fellow of the Royal Society of the Arts and also a fellow of the Institute of Materials, Minerals and Mining, where he was formerly a vice-president. He has been a Managing Director, Chief Executive or Chairman in the international manufacturing industry for over 40 years, including most recently as Chairman of the Brunner Mond Group from 2000 to 2008. He holds a number of non-executive directorships and appointments, including President Emeritus of VAI Industries (U.K.) Ltd. He is Chairman of the Leonard Cheshire Hill House appeal fund. He was made an Eisenhower Fellow in 1980, received an honorary Doctor of Science at Loughborough University in 2008 and is a Freeman of the City of London. Mr. Haslehurst holds a BSc degree in production engineering from Loughborough University.

Brian Gordon Purves

Brian Gordon Purves was appointed our Chief Executive on January 2, 2002 and has been a Director of the company or its predecessors since 1996. He also served as Group Finance Director from 1996 to 2001. He was a member of the Management Buy-In team in 1996. Before joining the company, Mr. Purves held several senior positions in Land Rover and Rover Group covering financial, commercial and general management responsibilities. A qualified accountant, Mr. Purves has a degree in physics from the University of Glasgow and a Master's degree in business studies from the University of Edinburgh.

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Andrew Michael Beaden

Andrew Michael Beaden was appointed as a Director and our Group Finance Director on June 1, 2011. Previously, he worked as Director of Planning and Finance from 2008 to 2011. He joined the company in 1997 and was promoted to Group Financial Controller in 2002. He became a member of the executive management board in January 2006. Mr. Beaden is a qualified chartered accountant who has worked for KPMG, as well as several U.K. FTSE 100 companies in a variety of financial roles. He has an economics and econometrics honors degree from Nottingham University.

Joseph Allison Bonn

Joseph Allison Bonn was appointed as a Director on March 1, 2007. Mr. Bonn is a member of both the Audit and Remuneration Committees. He has extensive experience in the aluminum and specialty chemical industry, having worked for Kaiser Aluminum and Chemical Corporation for over 35 years in various senior capacities. Among other appointments in the United States, he has served on the Board and Executive Committee of the Aluminum Association, the Board of the National Association of Purchasing Management and the International Primary Aluminum Institute Board. He is currently a consultant with Joseph Bonn RE&C Corp. Mr. Bonn holds a BS degree from Rensselaer Polytechnic Institute and an MBA degree in Finance from Cornell University.

Kevin Flannery

Kevin Flannery was appointed as a Director on June 1, 2007. Mr. Flannery is a member of both the Audit and Remuneration Committees. Mr. Flannery has over 40 years of experience in both operational and financial management roles in a variety of industries. He is currently the president and Chief Executive officer of Whelan Financial Corporation, a company he founded in 1993 that specializes in financial management and consulting. He was formerly the chairman and chief executive officer of several companies, including RoweCom, Inc., a provider of service and e-commerce solutions for purchasing and managing print and e-content knowledge resources; Telespectrum Worldwide, a telemarketing and consumer service company; and Rehrig United Inc., a manufacturing company. He serves as a director of ATS Corporation, an AMEX listed IT contractor to the U.S. Government; FPM Heat Treating LLC, a leading provider of heat treatment processes; and Energy XXI, a Bermuda based oil and gas company. From 2005 to 2007, he served as a director of Seitel, Inc. and, from 2007 to 2009, he served as a director of Daystar Technologies, Inc. Mr. Flannery began his career at Goldman Sachs & Co. and was a senior managing director of Bear Stearns & Co.

Executive Management Board

The members of the executive management board of Luxfer are responsible for the day-to-day management of our company.

The following table lists the names and positions of the members of the executive management board.

Name	Age		Position
Brian Gordon Purves		56	Director and Chief Executive
Andrew Michael Beaden		44	Director and Group Finance Director
Christopher John Hillary Dagger		62	Managing Director of Magnesium Elektron
Edward John Haughey		55	Managing Director of MEL Chemicals
John Stephen Rhodes		61	President of Luxfer Gas Cylinders
Linda Frances Seddon		60	Company Secretary and Legal Adviser

Biographical information of members of our executive management board who are not members of our board of directors is set forth below.

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Christopher John Hillary Dagger

Christopher John Hillary Dagger has been a member of the executive management board since 2001. He joined the business in 1999 and became Managing Director of Magnesium Elektron in 2001. Previously, Mr. Dagger held a number of positions with British Alcan Aluminium over the course of 20 years in a number of fields, including metal stockholders, gas cylinder manufacture, extrusions and smelting. Mr. Dagger holds an HND in Business Studies and a Post Graduate Diploma in Personnel Management, from Middlesex Polytechnic. He is also a member of the Chartered Institute of Personnel and Development.

Edward John Haughey

Edward John Haughey has been a member of the executive management board since 2003, when he was appointed Managing Director of our MEL Chemicals business. Prior to joining the company, Mr. Haughey was Managing Director of Croda Colloids Limited for Croda International Plc from 1994 to 2003, and has held a series of senior general management positions in the Croda Group, BASF and Rhone Poulenc. Mr. Haughey holds a chemistry degree from Paisley College of Technology and a Post Graduate Diploma in Industrial Administration from Glasgow College of Technology.

John Stephen Rhodes

John Stephen Rhodes became a member of the executive management board in 1996 upon the Management Buy-In. Since 1994, Mr. Rhodes has been President of our Luxfer Gas Cylinders business. Mr. Rhodes has held numerous positions at the company and its predecessors since 1974, including Managing Director of the Superform business from 1991 to 1994 and Director of Business Development for the Enterprise Division of British Alcan Aluminium from 1989 to 1991. Mr. Rhodes holds a BSc Hons degree in Social Sciences from London University. He is also on the Board of the North American Compressed Gas Association.

Linda Frances Seddon

Linda Frances Seddon has been a member of the executive management board since 2001. Ms Seddon has been Secretary and Legal Adviser of the company and its predecessors since 1997. After qualifying as a solicitor in England and Wales in 1976, Ms. Seddon spent 14 years in private practice as a solicitor, before becoming a legal adviser with Simon Engineering PLC in 1990 and, subsequently, with British Fuels upon its privatization, focusing on general commercial, property, intellectual property, mergers and acquisitions and corporate matters. Ms. Seddon holds a BA Honours degree in Business Law from the City of London Polytechnic and a post graduate diploma in Competition Law from Kings College London.

Committees of the Board of Directors and Corporate Governance

Subject to certain exceptions, the rules of the New York Stock Exchange permit a foreign private issuer to follow its home country practice in lieu of the listing requirements of the New York Stock Exchange.

The committees of our board of directors consist of an audit committee and a remuneration committee. Each of these committees will have the responsibilities described below upon our adoption of new terms of reference for these committees. Our board of directors may also establish other committees from time to time to assist in the discharge of its responsibilities.

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Audit Committee

Our audit committee will oversee our corporate accounting and financial reporting. Among other things, our audit committee will determine the engagement of and approve fees paid to our independent registered public accounting firm; monitor the qualifications, independence activities and performance of our independent registered public accounting firm; approve the retention of our independent registered public accounting firm to perform any proposed and permissible non-audit services; review our financial statements and critical accounting estimates; and discuss with management and our independent registered public accounting firm the results of the annual audit. Our audit committee will also review the effectiveness of internal controls and the adequacy of our disclosure controls and procedures. In addition, our audit committee will maintain procedures for the receipt of employee complaints and submissions of concerns regarding accounting or auditing matters. The members of our audit committee are currently our three non-executive directors, Messrs. Haslehurst, Bonn and Flannery, and each of the members is an "independent director" as such term is defined in Rule 10A-3 under the Exchange Act. Currently, our audit committee does not include an Audit Committee Financial Expert as defined in Item 407(d) of Regulation S-K. We intend to appoint an Audit Committee Financial Expert following this offering.

Remuneration Committee

Our remuneration committee will establish, amend, review and approve the compensation and benefit plans with respect to senior management and employees, including determining individual elements of total compensation of the Chief Executive and other members of executive management board, and reviewing our performance and the performance of our executive management board with respect to these elements of compensation. Our remuneration committee also determines annual retainer, meeting fees, equity awards and other compensation for executive directors and administers the issuance of share options and other awards under our Option Plan. The members of the remuneration committee are currently our three non-executive directors, Messrs. Haslehurst, Bonn and Flannery, and each of the members is an "independent director" as such term is defined in Rule 10A-3 under the Exchange Act.

Compensation

The following discussion provides the amount of compensation paid, and benefits in kind granted, by us and our subsidiaries to our directors and members of the executive management board for services in all capacities to us and our subsidiaries for the 2010 fiscal year, as well as the amount contributed by us or our subsidiaries into money purchase plans for the 2010 fiscal year to provide pension, retirement or similar benefits to, and the increase in accrued pension benefits under the defined benefit plans earned in the 2010 fiscal year (excluding any increase due to inflation) by, our directors and members of the executive management board.

Directors and Executive Management Board Compensation

Directors Compensation

For the 2010 fiscal year, we did not pay any compensation or grant any benefits to Messrs. Purves and Williams, our two Executive Directors, for services in their capacity as members of the board of directors. The remuneration of Messrs. Purves and Williams, who also served as members of the executive management board in the 2010 fiscal year, is determined by our remuneration committee on a basis consistent with the remuneration policy for senior management (as described more fully below in "—Executive Management Board Compensation"). The compensation of our Non-Executive Chairman, Mr. Peter J.K. Haslehurst, and our two Non-Executive Directors, Messrs. Joseph A. Bonn and Kevin S. Flannery, consists of an annual fee for their services as members of the board of directors and committees of the board of directors, and is reviewed annually. The table below sets forth the compensation paid, for the 2010 fiscal year, to our directors, and in the case of Messrs. Purves and Williams, reflects the compensation paid for their services as our executives.

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Fiscal 2010 Directors Compensation⁽¹⁾

Name	Salary/ Fees		Annual Bonus		Benefits Excluding Pension(2)		Pension Benefits(3)		Total
	($)
Position
Brian G. Purves Executive Director Chief Executive		408,540		285,978		27,318		177,267		899,103
Stephen N. Williams(4) Executive Director Group Finance Director		227,569		159,299		20,491		70,431		477,790
Peter J.K. Haslehurst Non-Executive Chairman		123,893		—		—		—		123,893
Joseph A. Bonn Non-Executive Director		65,000		—		—		—		65,000
Kevin Flannery Non-Executive Director		65,000		—		—		—		65,000

(1)

For the 2010 fiscal year, the compensation of our Non-Executive Chairman and Executive Directors was set, and paid, in pound sterling (£), and the compensation of our Non-Executive Directors was set, and paid, in U.S. dollars. Amounts shown in this table represent the U.S. dollar equivalent of the amount of compensation paid and benefits in kind granted for our last full financial year, using the average exchange rate per pound sterling in 2010, except that part of the Pension Benefits that represents the increase in accrued benefit under the defined pension benefit plan represents the U.S. dollar equivalent of the increase in accrued pension benefit using the 2010 year-end exchange rate per pound sterling.

(2)

For our Executive Directors, these amounts represent the value of the personal benefits granted to our senior management for fiscal year 2010, which include car allowance and medical, dental and life insurance.

(3)

These amounts represent an increase in accrued pension benefit under the defined benefit plan, excluding any increase due to inflation, and our contribution into money purchase plans.

(4)

Mr. Williams retired from the board of directors and as Group Finance Director on May 31, 2011. Andrew Michael Beaden was appointed to the board of directors and as Group Finance Director on June 1, 2011.

Executive Management Board Compensation

The compensation for each member of our executive management board is comprised of the following elements: base salary, annual bonus, personal benefits, salary sacrifice arrangements (by which a proportion of salary and bonus can be contributed on a pre-tax basis into certain of the Group's registered and unregistered defined contribution pension arrangements), and long-term incentives. The total amount of compensation paid and benefits in kind granted to the members of our executive management board, whether or not a director (including Messrs. Purves and Williams), for the 2010 fiscal year was $3.2 million.

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Bonus and Profit-Sharing Plans

The discussion set forth below describes each bonus and profit-sharing plan pursuant to which compensation was paid to our directors and members of our executive management board for our last full financial year.

Annual Bonus Plan

We operate an annual bonus plan for the members of the executive management board (including the Executive Directors) and other senior executives, based on achievement of certain financial targets. The financial targets are set in January of each year and, for the Executive Directors and other members of the executive management board are primarily based on our trading profit and annual cash flow, measured against the approved annual budget. For these purposes, trading profit means operating profit before any restructuring costs, with the exclusion of restructuring costs subject to the Chief Executive's consent. Annual cash flow is an internal non-IFRS measure calculated as cash flow before interest and tax payments and after restructuring costs and capital expenditures. The specific combination of financial targets in any year is aligned, as appropriate, with the needs of the businesses for that year. The bonus plan consists of a maximum annual bonus (the pensionable amount of which is capped at half the maximum bonus amount) payable of a pre-defined percentage of annual salary related to the individual's position. The Executive Directors' maximum percentage bonus achievable is normally 60% of base salary. For the other members of the executive management board, the applicable maximum percentage normally ranges between 40% and 50% of base salary. Under the bonus plan, the maximum percentage bonus is payable only for achieving specified stretch targets beyond budget in the target areas. In addition, the Remuneration Committee has determined to consider each year awarding to the Executive Directors an additional percentage bonus over and above the pre-defined maximum annual bonus, payable only on achievement of specific additional targets set by them aligned with the requirements of the business. In 2010, the Executive Directors earned an additional percentage bonus of 10% of base salary for achieving certain pre-defined targets determined by the Remuneration Committee as one of our primary objectives in 2010 and taking into account a freeze on their salaries from January to July of 2010 consistent with the wage constraint applied company-wide during the year.

Management Incentive Plan

As part of the 2007 Capital Reorganization, we entered into the MIP with management shareholders, including the members of the executive management board and the Non-Executive Chairman. The MIP is intended to promote our success by focusing management on the delivery of various profit improvement plans. The plan set MIP EBITDA targets for us which, when achieved, lift certain restrictions on the economic rights attaching to a proportion of the management-held shares.

Under the terms of the MIP, the participants are subject to contractual restrictions in respect of an aggregate of 800,000 ordinary shares of £1 each ("Restricted Ordinary Shares") representing 8% of our total issued ordinary shares. As part of the 2007 Capital Reorganization, the MIP participants waived their economic rights in the Restricted Ordinary Shares and undertook not to vote their Restricted Ordinary Shares in the election of non-executive directors. Management also agreed to transfer any Restricted Ordinary Shares in accordance with the leaver provisions set out in the MIP.

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If it is determined that we reach any of the following EBITDA targets (performance being measured every six months), the economic restrictions placed upon the MIP participants as holders of Restricted Ordinary Shares will be lifted and released as follows:

LTM EBITDA Targets	Percentage of Restricted Ordinary Shares that will cease to be Restricted Ordinary Shares (subject only to a continuing transfer restriction)
£29.2 million	2% (i.e., 25% of the 800,000)
£31.2 million	An additional 1% (i.e., 37.5% of the 800,000)
£33.2 million	An additional 1% (i.e., 50% of the 800,000)
£34.2 million	An additional 1% (i.e., 62.5% of the 800,000)
£35.2 million	An additional 1% (i.e., 75% of the 800,000)
£36.2 million	An additional 1% (i.e., 87.5% of the 800,000)
£37.2 million	A final 1% (i.e., 100% of the 800,000)

The above targets are adjusted by the plan committee, consisting of the Non-Executive Directors and Chairman, for the trailing EBITDA of acquisitions and disposals, so that the targets are increased for acquisitions and decreased for disposals. The original targets started at £30 million EBITDA and have been adjusted downward for the sale of Zitzmann Druckgauss GmbH ("Zitzmann Druckgauss") in 2006 by £1.7 million and adjusted upwards in 2008 for the acquisition of Revere Graphics by £0.9 million. In each case, this was the agreed historic EBITDA for the twelve months prior to the date of the disposal or acquisition. The LTM EBITDA of £37.2 million was achieved as at September 2010 and the Group's actual LTM EBITDA increased to £38.7 million in December 2010. On April 28, 2011, the board of directors made the formal determination that the final EBITDA target had been achieved and all the economic restrictions on shares issued under the MIP were lifted. Although economic restrictions were lifted, formerly Restricted Ordinary Shares continued to be subject to the applicable transfer restrictions. These continuing transfer restrictions will be lifted upon the occurrence of certain trigger events or exit events (such as on an initial public offering by us or on the takeover of us) as provided for under the terms of the MIP.

Employee Share Ownership Plan

       The trust

In 1997, the Group established the ESOP with independent trustees, to purchase and hold ordinary shares in trust to be used to satisfy options granted to eligible senior employees under our share plans established from time to time. The Remuneration Committee determines which senior employees are to be granted options and in what number, subject to the relevant plan rules. The members of the executive management board are eligible to participate in the ESOP. The trustee for the ESOP has waived its right to receive dividends on shares held in the trust, and the trustee may vote or abstain from voting the shares.

       The current plan

The current share option plan, implemented by us in February 2007 is the Luxfer Holdings PLC Executive Share Option Plan, which consists of two parts. Part A of the Option Plan is approved by HM Revenue & Customs and Part B is unapproved. Options can be exercised at any time up to the tenth anniversary of their grant subject to the rules of the relevant part of the Option Plan. A proportion of the shares received on exercise of the options granted under Part B of the Option Plan are subject to the rules under the MIP and become restricted shares. There is no other performance criteria attached to the options. All the options were granted at option prices equal to the fair market value of the shares at the time of grant as determined by the board of directors. Therefore, under IFRS, following accounting standard IFRS 2 there was no requirement for a charge to the income statement for the cost of share options granted or exercised.

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Outstanding Equity Awards, Grants and Option Exercise

As of December 31, 2010, no director or member of the executive management board held options over any ordinary shares. During the 2010 fiscal year, no options or other equity-based awards were awarded to the directors and the members of the executive management board. During the 2010 fiscal year, options were exercised as follows:

2010 Option Exercise

Name	Grant Date	Exercise Price		Number of Shares Acquired on Exercise	Aggregate Purchase Price		Value Upon Exercise		Value Realized Upon Exercise		Expiration Date
	(£)				(£)
Stephen N. Williams	February 6, 2007		0.97	8,000 ordinary shares		7,760		11,200		3,440	February 5, 2017
Other Members of the Executive Management Board	February 6, 2007		0.97	33,800 ordinary shares		32,786		47,320		14,534	February 5, 2017

We periodically grant share options to employees, including executive officers, to enable them to share in our successes and to reinforce a corporate culture that aligns employee interests with that of our shareholders. Over the last 16 months, we have granted a number of additional options to purchase ordinary shares to three employees who are not members of our executive management board and to Andrew Beaden following his appointment to the board of directors and as Group Finance Director.

At the time these option grants were approved, our Remuneration Committee based its determination of the fair value of the ordinary shares underlying the options on the pricing of contemporaneous arms-length purchases and sales of ordinary shares by third-party institutional shareholders in the private market. We believe that these transactions were the best evidence of the fair value of our ordinary shares at the time we granted these options.

We believe that the increase in value of our ordinary shares represented by the initial public offering price of our shares relative to the valuation of the options granted over that period were principally due to the following factors:

•

in the past nine months, our financial results have improved rapidly and our financial expectations have increased;

•

the private purchases and sales mentioned above were subject to a significant illiquidity discount given that our shares were not listed on a public market;

•

the initial public offering price reflects improved confidence in our business following the successful refinancing of our indebtedness signed in May 2011 and our continued ability to manage the substantial increase in the cost of rare earths in 2011; and

•

the initial public offering will allow us to maintain strong liquidity and pursue growth opportunities that were previously unavailable to us.

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Pension, Retirement and Similar Benefits

For the 2010 fiscal year, (i) we and our subsidiaries contributed a total of $0.4 million in respect of our contribution into money purchase plans to provide pension, retirement or similar benefits to our directors and members of the executive management board and (ii) the total increase in accrued pension benefits earned during the 2010 fiscal year (excluding any increase due to inflation) by our directors and members of the executive management board under the defined benefit plans was $0.1 million.

Potential Changes to Our Remuneration Structure Contingent on the Consummation of this Offering.

Long-Term Incentive Plan

As an important retention tool and to align the long-term financial interests of our management with those of our shareholders, we adopted, contingent on the consummation of this offering, the Luxfer Holdings PLC Long-Term Umbrella Incentive Plan (the "LTIP") for our and our subsidiaries' senior employees. The description of the LTIP set forth below is a summary of the material features of the plan. This summary, however, does not purport to be a complete description of all the provisions of the LTIP. This summary is qualified in its entirety by reference to the LTIP.

The purpose of the LTIP is to attract and retain high-quality employees in an environment where compensation levels are based on global market practice, to align rewards of employees with returns to shareholders and to reward the achievement of business targets and key strategic objectives. The LTIP is designed to serve these goals by providing such employees with a proprietary interest in pursuing our long-term growth, profitability and financial success.

The equity or equity-related awards under the LTIP will be based on our ordinary shares or ADSs (collectively referred to as "Shares"). The LTIP will provide for the ability make grants of (1) stock options to acquire our Shares ("Options"), (2) stock appreciation rights ("SARs"), (3) restricted stock ("Restricted Stock Awards"), (4) restricted stock units ("RSUs"), (5) equity-based or equity-related awards, other than Options, SARs, Restricted Stock Awards or RSUs ("Other Stock-Based Awards"), and (6) cash incentive awards ("Cash Incentive Awards") (collectively referred to as "Awards").

       Administration

Our Remuneration Committee (or other committee as the Board may appoint) (the "Committee") will administer the LTIP. The LTIP administrator, consistent with the terms of the LTIP, will have the power to determine to whom the Awards will be granted, determine the amount, type and other terms of Awards, interpret the terms and provisions of the LTIP and award agreements, accelerate the exercise, vesting or transfer of the Awards, extend the term of the Awards, waive any condition to vesting, exercisability or transferability of Awards, provide for the payment of dividends or dividend equivalents with respect to any Award, delegate certain duties under the LTIP, and execute certain other actions authorized under the LTIP.

       Individual Award Limits

Unless otherwise determined by the Committee, the maximum value of the Awards granted under the LTIP in any calendar year shall not exceed in the aggregate, (i) 150% of base salary for our Chief Executive, (ii) 120% of base salary for our Chief Financial Officer and other members of our executive management board (other than the Chief Executive), and (iii) 100% of base salary for other grantees. At least 50% of the value of each Award will be in Performance-Based Awards (as defined below) and at least 25% shall be in market-value options to buy our Shares.

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       Securities and Cash Incentive Awards to be Offered

The maximum aggregate number of Shares that may be issued pursuant the Awards under the LTIP and the Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan (the "Director EIP") shall not exceed 5% of our outstanding share capital immediately following the offering, subject to adjustments due to recapitalization, reclassification, or other corporate events, as provided in the LTIP. Our board of directors may from time to time increase the maximum number of Shares that may be available for the Awards under the LTIP and the Director EIP. If Shares subject to any Award are not transferred or delivered, including because Shares are withheld or surrendered in payment of taxes or any exercise price relating to an Award or because an Award is forfeited, cancelled or the Shares subject to the Award are returned to us, those Shares will again be available for the Awards under the LTIP and the Director EIP.

Options.    We may grant Options to eligible persons as determined by the Committee. The exercise price of each Option granted under the LTIP may not be less than the fair market value of Shares as of the date of grant. Options may not be exercised later than ten years from the date of grant. The Committee will determine the methods and form of payment for the exercise price of an Option (including, in the discretion of the Committee, net physical settlement or other method of cashless exercise). Options will vest and become exercisable with respect to one-third of the Shares subject to the Award on each of the first three anniversaries from the date of grant provided the grantee is continuously employed by us through each respective anniversary. Upon the termination of the grantee's employment for any reason other than for Cause (as defined in the LTIP), subject to the discretion of the Committee, all unvested Shares subject to an Option will lapse as of the termination and any vested but unexercised Shares subject to an Option will lapse as of the first anniversary of the termination. If the grantee's employment is terminated for Cause, all Shares subject to an Option will lapse as of the termination.

SARs.     A SAR is the right to an amount equal to the excess of the fair market value of Shares on the date of exercise over the exercise price of Shares subject to the SAR, settled in cash or Shares, as determined by the Committee at the date of grant. The exercise price of Shares subject to the SAR may not be less than the fair market value of Shares on the date of grant. SARs will vest and become exercisable with respect to one-third of the Shares subject to the Award on each of the first three anniversaries from the date of grant provided the grantee is continuously employed by us through each respective anniversary. Upon the termination of the grantee's employment for any reason other than for Cause, subject to the discretion of the Committee, all unvested Shares subject to a SAR will lapse as of the termination and vested but unexercised Shares subject to a SAR will lapse as of the first anniversary of the termination. If the grantee's employment is terminated for Cause, all Shares subject to a SAR will lapse as of the termination.

Restricted Stock Awards.     A Restricted Stock Award is a grant of Shares subject to vesting conditions, restrictions on transferability and any other restrictions set forth in the award agreement. Except as otherwise determined by the Committee, the holder of a Restricted Stock Award will have the rights of a shareholder, including the right to vote and to receive dividends on the Shares subject to the Restricted Stock Award during the vesting period. Restricted Stock Awards may vest solely based on the basis of continued employment ("Time-Based") or may be subject to performance conditions as determined by the Committee ("Performance-Based"). Time-Based Restricted Stock Awards will vest and become exercisable with respect to one-third of the Shares subject to the Award on each of the first three anniversaries from the date of grant provided the grantee is continuously employed by us through each respective anniversary. Shares awarded in connection with dividends will be subject to restrictions and vesting conditions to the same extent as the Restricted Stock Award with respect to which such Shares have been awarded. If the grantee's employment with us is terminated for any reason, subject to the discretion of the Committee, the unvested Time-Based Restricted Stock Awards will be forfeited as of the termination. With respect to Performance-Based Restricted Stock Awards, upon a termination of a grantee's employment for any reason other than for Cause, subject to the discretion of the Committee,

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the Award will vest pro rata based on the elapsed portion of the applicable performance period and our actual performance as of the date of termination. If the grantee's employment with us is terminated for Cause, the Performance-Based Restricted Stock Awards will be forfeited.

Restricted Stock Units.     Restricted Stock Units are rights to receive a number of Shares subject to the Award or the value thereof as of the specified date. The Committee may subject Restricted Stock Units to restrictions to be specified in the award agreement. The Committee may grant Time-Based Restricted Stock Units and Performance-Based Restricted Stock Units. Time-Based Restricted Stock Units will vest and become exercisable with respect to one-third of the Shares subject to the Award on each of the first three anniversaries from the date of grant provided the grantee is continuously employed by us through each anniversary. Restricted Stock Units may be settled by delivery of Shares or cash equal to the fair market value of the specified number of Shares covered by the Restricted Stock Units, or any combination thereof determined by the Committee at the date of grant. Dividend equivalents on the specified number of Shares covered by Restricted Stock Units will be credited to the grantee in the form of additional Restricted Stock Units and will be subject to restrictions and vesting conditions to the same extent as the Restricted Stock Units with respect to which such dividend equivalents were paid. If the grantee's employment with us is terminated for any reason, subject to the discretion of the Committee, the unvested Time-Based Restricted Stock Units will be forfeited as of the termination. With respect to Performance-Based Restricted Stock Units, upon a termination of the grantee's employment for any reason other than for Cause, subject to the discretion of the Committee, the Award will vest pro rata based on the elapsed portion of the applicable performance period and our actual performance as of the date of termination. If the grantee's employment with us is terminated for Cause, the Performance-Based Restricted Stock Units will be forfeited.

Other Stock-Based Awards.     The Committee may grant Other Stock-Based Awards, including nil-cost or nominal rights to acquire Shares. The Committee will determine the terms and conditions applicable to grants of Other Stock-Based Awards at the time of grant. If the grantee's employment with us is terminated for Cause, all outstanding Other Stock Based Awards will be forfeited.

Cash Incentive Awards.     The Committee may grant Cash Incentive Awards, which may be settled in cash or in other property, including Shares, as determined by the Committee. Unless otherwise determined by the Committee, Cash Incentive Awards will be granted upon satisfaction of applicable performance conditions and will be deferred for at least two years, subject to continued service of the participant and absence of the restatement of our financial results based on which such Cash Incentive Award was computed during the deferral period. If the grantee's employment with us is terminated for Cause, all outstanding cash incentive Awards will be forfeited.

Performance-Based Awards.     Although as a foreign private issuer we are not subject to Section 162(m) of the Code, we adopted as good business practice some of the performance-based compensation requirements set forth in Section 162g(m) of the Code. One or more of the following business criteria will be used by the Committee in establishing performance goals for Performance-Based Awards, (i) net income or operating net income (before or after taxes, interest, depreciation, amortization, and/or nonrecurring/unusual items), (ii) return on assets, return on capital, return on equity, return on economic capital, return on other measures of capital, return on sales or other financial criteria, (iii) revenue or net sales, (iv) gross profit or operating gross profit, (v) cash flow, (vi) productivity or efficiency ratios, (vii) share price or total shareholder return, (viii) earnings per share, (ix) budget and expense management, (x) customer and product measures, including market share, high value client growth, and customer growth, (xi) working capital turnover and targets, (xii) margins, and (xiii) economic value added or other value added measurements. The performance goals shall be subject to adjustment for specified significant extraordinary items or events, or nonrecurring transactions or events. The Committee shall set up the goals and applicable measures for Performance-Based Awards within 90 days from the beginning of the performance period and in any case before

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25% of the performance period has elapsed. The Committee may also adopt service conditions or restrictions with respect to Performance-Based Awards.

Each performance goal may be expressed on an absolute and/or relative basis and may be used to measure the performance of any individual or group of individuals, or Luxfer and our subsidiaries as a whole or any business unit of Luxfer or any subsidiary or any combination thereof, or compared to the performance of a group of comparator companies, or a published or special index. Performance goals may be adjusted in the event of a stock split, recapitalization or similar corporate transaction.

       Miscellaneous

Tax Withholding.     Subject to the Committee's approval, statutory tax withholding with respect to an Award may be satisfied by withholding from any payment related to an Award, by the withholding Shares deliverable pursuant to the Award or by tender by the grantee of Shares owned by such grantee for at least six months.

Mergers, Certain Changes in or Capital Structure or Change in Control.     If any change is made to our capital structure without the fair market value consideration, such as a stock split, subdivision, combination, reclassification or similar change which results in a change in the number of outstanding Shares, appropriate adjustments may be made by the Committee to the number of Shares available for Awards, to the exercise prices of Options and SARs and to the number of Shares subject to an outstanding Award. We will also have the discretion to make certain adjustments to Awards in the event of certain mergers. Upon occurrence of certain transactions such as dissolution, liquidation, sale of all or substantially all of our assets, merger in which we are not a surviving corporation, the Committee may provide for the cancellation or exchange of the Awards for some or all of the property received by the shareholders in a transaction. In the event of a change in control, unless otherwise provided in the applicable award agreement, (i) all Time-Based Awards will become fully vested and exercisable or settled and (ii) all Performance-Based Awards will become vested and exercisable or settled pro rata based on the elapsed portion of the applicable performance period and our actual performance as of the change in control.

IPO Options

As an incentive to align management interests with those of the shareholders in our company, upon the consummation of this offering, we intend to make standalone grants of options to buy the ADSs (the "IPO Options") to our non-executive directors and certain of our key executives who we view as critical to our future success. Forty percent of an IPO Option will vest upon the consummation of this offering with a further twenty percent of the IPO Option vesting and becoming exercisable on each of the first three anniversaries from the date of this offering, provided the grantee is acting as a director or remains continuously employed, as applicable, through each such respective anniversary. The Exercise Price per ADS covered by an IPO Option will be equal to the initial public offering price of the ADSs.

Upon the termination of the grantee's directorship or employment with us for any reason other than for Cause, subject to the discretion of the Committee, all unvested ADSs subject to an IPO Option will lapse as of such termination and any vested but unexercised ADSs subject to an IPO Option will lapse as of the first anniversary of the termination. If the grantee ceases to be a director because of removal or vacation of office for Cause or the grantee's employment is terminated for Cause, all ADSs subject to an IPO Option will lapse as of the termination of directorship or employment, as applicable.

We intend to grant the IPO Options valued at (i) 200% of base salary to our Chief Executive, (ii) 150% of base salary to the members of our executive management board (other than the Chief Executive), (iii) 150% of annual fee to our non-executive directors and (iv) as determined by the Committee with respect to the other grantees. For the purpose of determining the number of IPO Options to be granted, the IPO Options will be valued at one-third of the initial public offering price of the ADSs.

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Director Equity Incentive Plan

As an important tool to attract and retain highly qualified non-executive directors, we adopted, contingent on the consummation of this offering, the Director EIP.

The Director EIP will provide for the ability to make non-discretionary grants of Options and Restricted Stock Awards to our non-executive directors. Each of our non-executive directors will receive, (i) upon the appointment or election, a one-time award valued at $30,000 and (ii) on April 1 of each calendar year during the term of the Director EIP (to the extent a grantee has served as a director for at least six months after the initial appointment), an award valued at 50% of the director's annual fee. Options and Restricted Stock Awards will be subject to the same terms and conditions as the respective awards under the LTIP.

If the grantee ceases to be a director for any reason other than because of removal for Cause, unless otherwise determined by our board of directors, all unvested Restricted Stock Awards will be forfeited and all unvested Shares subject to an Option will lapse upon cessation of directorship, and any vested but unexercised Shares subject to an Option will lapse as of the first anniversary of the date when the grantee ceases to be a director. If the grantee's directorship is terminated because of removal or vacation of office for Cause, all Shares subject to an Option will lapse as of such termination.

Employee Share Plans

We are considering establishing additional employee share incentive plans, to encourage equity participation among our employees and to take advantage of favorable tax treatment. The maximum aggregate number of Shares that may be issued pursuant to the LTIP and the Director EIP, which are contingent on the consummation of this offering, and all other share incentive plans will be capped at 10% of our issued share capital following the offering.

Employment Agreements

We have entered into employment agreements with our Executive Directors. We may terminate an Executive Director's employment at any time without cause by providing to him 12 months' written notice, or we may choose to terminate an Executive Director's employment by making a payment in lieu of notice. An Executive Director may terminate his employment at any time by providing to us 12 months' written notice. We may terminate an Executive Director's employment for cause, at any time, without prior notice or remuneration, for certain acts, including, but not limited to, conviction of criminal offense (other than traffic infractions and certain other minor offenses), bankruptcy, disqualification from being a director of any company by reason of a court order or certain misconduct. Pursuant to the employment agreements, if we were to terminate any of our Executive Directors or they were to resign, such Executive Directors would be subject to customary non-competition restrictions for a one-year period following their termination or resignation.

We have amended employment agreements of our Executive Directors to provide a temporary extension in the notice period and to provide for severance payments upon a change in control of the company. Under such proposed amendements, in the event that an acquiring company does not assume their employment agreements or offers them a materially different position, our Executive Directors will be entitled to severance payments based on our standard severance policy, but calculated using two times their annual salary.

Liquidity Event Bonus Plan

Following the 2007 Capital Reorganization, we had limited equity available to incentivize our senior managers. We therefore introduced a Liquidity Event Bonus Plan for certain senior managers who were not shareholders, pursuant to which we expect to pay certain additional cash bonus compensation in connection with the completion of the initial public offering of the ADSs. None of our directors or members of the executive management board will receive a bonus pursuant to this plan.

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Principal and Selling Shareholders

The following table and related footnotes set forth information with respect to the beneficial ownership of our ordinary shares, as of December 1, 2011 and as adjusted to reflect the sale of the ADSs offered in this offering, by:

•

each of our directors and members of the executive board;

•

each person known to us to own beneficially more than 5% of our ordinary shares as of December 1, 2011; and

•

each selling shareholder.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of ordinary shares owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security. These ordinary shares, however, are not included in the computation of the percentage ownership of any other person. Ownership of our ordinary shares by the "principal shareholders" identified above has been determined by reference to our share register, which provides us with information regarding the registered holders of our ordinary shares but generally provides limited, or no, information regarding the ultimate beneficial owners of such ordinary shares. As a result, we may not be aware of each person or group of affiliated persons who beneficially owns more than 5% of our ordinary shares.

This table assumes no exercise of the underwriters' option to purchase additional ADSs and includes ordinary shares issued and held by our ESOP.

	Ordinary Shares Beneficially Owned Prior to the Offering(1)					Ordinary Shares Beneficially Owned After the Offering(1)
					Number of Ordinary Shares Offered(1)
Name of Beneficial Owner(2)	Number		Percent			Number		Percent
Principal Shareholders
Entities affiliated with Stonehill Capital Management, LLC(3)		2,343,525		23.4%	355,792		1,987,733		14.2%
Entities affiliated with Marathon Asset Management LP(4)		1,252,421		12.5%	190,141		1,062,280		7.6%
Entities Affiliated with Avenue Capital Group(5)		1,200,000		12.0%	182,184		1,017,816		7.3%
Barclays Bank PLC		943,472		9.4%	143,238		800,234		5.7%
Cetus Capital II, LLC(6)		874,133		8.7%	132,711		741,422		5.3%
Entities affiliated with Pacificor, LLC(7)		763,007		7.6%	115,839		647,168		4.6%
Directors and Members of the Executive Management Board
Peter Joseph Kinder Haslehurst		65,000		*	—		65,000		*
Joseph Allison Bonn		—		—	—		—		—
Kevin Flannery		—		—	—		—		—
Brian Gordon Purves(8)		324,999		3.2%	—		324,999		2.3%
Andrew Michael Beaden(9)		75,010		*	—		75,010		*
Christopher John Hillary Dagger(10)		78,000		*	12,233		65,767		*
Edward John Haughey		78,000		*	12,233		65,767		*
John Stephen Rhodes		117,676		1.2%	18,455		99,221		*
Linda Frances Seddon		39,000		*	6,116		32,884		*
All Directors and Members of the Executive Management Board as a Group (9 persons)(8)(9)(10)		777,685		7.8%	49,037		728,648		5.2%

142

	Ordinary Shares Beneficially Owned Prior to the Offering(1)					Ordinary Shares Beneficially Owned After the Offering(1)
					Number of Ordinary Shares Offered(1)
Name of Beneficial Owner(2)	Number		Percent			Number		Percent
Other Selling Stockholders
Entities affiliated with Greywolf Capital Management LP(11)		424,902		4.2%	64,508		360,394		2.6%
Stephen Norman Williams(12)		97,500		*	15,291		82,209		*
Andrew Butcher(13)		52,000		*	8,155		43,845		*
David Terence Rix		52,000		*	8,155		43,845		*
James G. Gardella		26,001		*	4,078		21,923		*
Robert John Bailey		26,000		*	16,310		9,690		*
Dick Hirons		26,000		*	16,310		9,690		*
Peter Moles		22,100		*	3,466		18,634		*
Simon Tarmey		22,100		*	1,255		20,845		*
Michael Edwards		19,500		*	5,019		14,481		*
Neil Kershaw		19,500		*	12,233		7,267		*
Graham David Wardlow(14)		19,500		*	4,799		14,701		*
Bruno Arfaoui		18,850		*	4,548		14,302		*
John Dibble		18,850		*	2,823		16,027		*
Duncan Michael Banks		16,250		*	3,058		13,192		*
Bruce Gwynne(15)		15,600		*	4,893		10,707		*
Lee Kilburn(16)		15,600		*	1,882		13,718		*
Martyn Alderman(17)		13,000		*	4,078		8,922		*
David Sparkes(18)		13,000		*	4,078		8,922		*
Chris Allen Barnes		10,400		*	3,262		7,138		*

*

Indicates beneficial ownership of less than one percent of our ordinary shares.

⁽¹⁾

Number of shares owned as shown both in this table and the accompanying footnotes and percentage ownership before the offering is based on 10,000,000 ordinary shares outstanding on December 1, 2011. Number of shares owned and percentage ownership after the offering reflects the sale by us of 8,035,714 ADSs (representing 4,017,857 ordinary shares) in this offering.

⁽²⁾

The business addresses for the listed beneficial owners are as follows: for entities affiliated with Stonehill Capital Management, 885 3^rd Avenue, 30^th Floor, New York, NY 10022 United States; for entities affiliated with Marathon Asset Management, One Bryant Park, 38^th Floor New York, NY 10036 United States; for entities affiliated with Avenue Capital Group, 399 Park Avenue, 6^th Floor, New York, NY 10022 United States; for Barclays Bank PLC, 5 The North Colonnade, Canary Wharf, London E14 4BB England; for Cetus Capital II LLC, 8 Sound Shore Drive, Suite 303, Greenwich, CT 06830 United States; for entities affiliated with Pacificor, LLC, 740 State Street, Suite 202, Santa Barbara, CA 93101 United States; for entities affiliated with Greywolf Capital Management LP, 4 Manhattanville Road, Suite 201, Purchase, New York, NY 10577 United States; and for each director and member of the executive management board and all other shareholders, c/o Anchorage Gateway, 5 Anchorage Quay, Salford M50 3XE England.

⁽³⁾

Includes (i) 1,843,613 ordinary shares held of record by Stonehill Master Fund Ltd. ("Stonehill Master") and (ii) 499,912 ordinary shares held of record by Stonehill Institutional Partners, LP ("Stonehill Institutional"). Stonehill Capital Management LLC, a Delaware limited liability company ("SCM"), is the investment adviser of Stonehill Master and Stonehill Institutional. Stonehill General Partner, LLC ("Stonehill GP"), a Delaware limited liability company, is the general partner of Stonehill Institutional. By virtue of such relationships, SCM may be deemed to have voting and dispositive power over the ordinary shares owned by Stonehill Master and Stonehill Institutional, and Stonehill GP may be deemed to have voting and dispositive power over the ordinary shares owned by Stonehill Institutional. SCM and Stonehill GP each disclaims beneficial ownership of such ordinary shares. Mr. John Motulsky, Mr. Christopher Wilson, Mr. Wayne Teetsel, Mr. Thomas Varkey, Mr. Jonathan Sacks, Mr. Peter Sisitsky, and Mr. Michael Thoyer (collectively, the "Members") are the managing members of SCM and Stonehill GP, and may be deemed to have shared voting and dispositive power over the ordinary shares owned by

143

Stonehill Master and Stonehill Institutional. The Members disclaim beneficial ownership of such ordinary shares except to the extent of their pecuniary interest therein.

⁽⁴⁾

Includes (i) 819,581 ordinary shares held of record by Marathon Special Opportunity Master Fund, Limited ("MSOF"), (ii) 234,443 ordinary shares held of record by Corporate Debt Opportunities Fund LP ("CDOF"), (iii) 92,742 ordinary shares held of record by Penteli Master Fund Ltd ("Penteli"), (iv) 82,605 ordinary shares held of record by Gold Coast Capital Subsidiary I Limited ("Gold Coast"), and (v) 23,050 shares held of record by Marathon Credit Dislocation Fund, L.P. ("MCDF"). Marathon Asset Management, L.P., a Delaware limited partnership ("Marathon"), is the investment adviser to each of the Underlying Funds. By virtue of such relationship, Marathon may be deemed to have voting and dispositive power over the ordinary shares owned by the Underlying Funds. Marathon disclaims beneficial ownership of such ordinary shares. Mr. Bruce Richards and Mr. Louis Hanover (together, the "Members") are the managing members of Marathon Asset Management GP, LLC, Marathon's General Partner, and may be deemed to have shared voting and dispositive power over the ordinary shares owned by the Underlying Funds. The Members disclaim beneficial ownership of such ordinary shares except to the extent of their pecuniary interest therein, if any.

⁽⁵⁾

Includes (i) 191,204 ordinary shares held of record by Avenue Europe International Master, LP, (ii) 64,056 ordinary shares held of record by Avenue-CDP Global Opportunities Fund LP, (iii) 60,821 ordinary shares held of record by Avenue Europe Investments LP, (iv) 754,919 ordinary shares held of record by Avenue Europe Special Situations Fund, LP, (v) 80,000 ordinary shares held of record by Avenue-SLP European Opportunities Fund, L.P., (vi) 4,000 ordinary shares held by Avenue Europe Opportunities Master Fund L.P. and (vii) 45,000 ordinary shares held of record by Avenue Europe Special Situations Fund (Parallel II) L.P. The following entities and person are collectively referred to in this table as the "Avenue Capital Group":

i.

Avenue Europe Investments, L.P. ("Avenue Europe Investments"),



ii.

Avenue Europe International Master, L.P. ("Avenue Europe International Master"),



iii.

Avenue Europe International Master GenPar, Ltd.("Avenue Europe International Master GenPar"), the general partner of Avenue Europe International Master,



iv.

Avenue Europe Opportunities Master Fund, L.P. ("Avenue Europe Opportunities Master")



v.

Avenue Europe Opportunities Fund GenPar, LLC ("Avenue Europe Opportunities GenPar"), the general partner of Avenue Europe Opportunities Master,



vi.

Avenue-CDP Global Opportunities Fund, L.P. ("CDP Global"),



vii.

Avenue Global Opportunities Fund GenPar, LLC ("CDP Global GenPar"), the general partner of CDP Global,



viii.

Avenue Europe Special Situations Fund, L.P. ("Avenue Europe Fund I")



ix.

Avenue Europe Special Situations Fund (Parallel II), L.P. ("Avenue Europe Fund I Parallel")



x.

Avenue Europe Capital Partners, LLC ("Europe Capital Partners"), the general partner of Avenue Europe Fund I and Avenue Europe Fund I Parallel,



xi.

GL Europe Partners, LLC ("GL Europe Partners"), the managing member of Europe Capital Partners,



xii.

Avenue-SLP European Opportunities Fund, L.P. ("Avenue SLP")



xiii.

Avenue-SLP European Opportunities Fund GenPar, LLC ("Avenue SLP GenPar"), the general partner of Avenue SLP,



xiv.

Avenue Europe International Management, L.P. ("Avenue Europe International Management"), the investment advisor to Avenue Europe Investments, Avenue Europe International Master, Avenue Europe Opportunities Master, Avenue Europe Fund I, Avenue Europe Fund I Parallel, and Avenue SLP (collectively, the "Avenue Europe Funds"),

144

xv.

Avenue Europe International Management GenPar, LLC ("GenPar"), the general partner of Avenue Europe International Management,



xvi.

Avenue Capital Management II, L.P. ("Avenue Capital II"), the investment advisor to CDP Global,



xvii.

Avenue Capital Management II GenPar, LLC ("GenPar II"), the general partner of Avenue Capital II, and



xviii.

Marc Lasry, the managing member of GenPar, GenPar II, Avenue Europe Opportunities GenPar, GL Europe Partners, and CDP Global GenPar, and a director of Avenue Europe International Master GenPar.


The Avenue Europe Funds and CDP Global have the sole power to vote and dispose of the ordinary shares held by them. GenPar, GenPar II, Avenue Europe Opportunities GenPar, GL Europe Partners, CDP Global GenPar, Avenue Europe International Master GenPar, Avenue Europe International Management, and Marc Lasry have the shared power to vote and dispose of the ordinary shares held by the Avenue Europe Funds and CDP Global, all of whom disclaim any beneficial ownership except to the extent of their respective pecuniary interest.

⁽⁶⁾

Each of Richard E. Maybaum and Robert E. Davis are the managers (collectively, the "Managers") of Cetus Capital II, LLC ("Cetus"). By virtue of such relationship, each of the Managers may be deemed to have voting and dispositive power over ordinary shares owned by Cetus. Each of the Managers disclaims beneficial ownership of such ordinary shares except to the extent of their pecuniary interest therein.

⁽⁷⁾

Includes (i) 114,596 ordinary shares held of record by Pacificor Fund LP, (ii) 64,685 ordinary shares held of record by Pacificor Fund II LP, (iii) 64,090 ordinary shares held of record by Pacificor Offshore Fund, Ltd, (iv) 29,330 ordinary shares held of record by Old Growth Holdings, S.A. (all of which are in the process of being transferred to Pacificor Offshore Fund, Ltd), (v) 43,000 ordinary shares held of record by Coca Cola Foundation, (v) 379,296 ordinary shares held of record by The Coca Cola Retirement Fund (all of which are in the process of being re-registered in the name of The Coca-Cola Company Master Retirement Trust), (vi) 22,405 ordinary shares held of record by Nortrust Nominees Ltd a/c CKEO1 (all of which are in the process of being transferred to Coca-Cola Foundation), (vii) 20,600 ordinary shares held of record by Nortrust Nominees Ltd a/c COCO6 (all of which are in the process of being transferred to The Coca-Cola Company Master Retirement Trust) and (viii) 25,005 ordinary shares held of record by Nortrust Nominees Ltd a/c COO02 (all of which are in the process of being transferred to The Coca-Cola Company). Pacificor, LLC, a Delaware limited liability company ("Pacificor"), is the general partner and/or investment adviser to investment funds, including Pacificor Fund LP, Pacificor Fund II LP and Pacificor Offshore Fund, Ltd., and is the investment adviser to accounts held by The Coca-Cola Company, The Coca-Cola Company Master Retirement Trust and The Coca-Cola Foundation. Such funds and accounts are collectively, the "Pacificor Clients." Andrew B. Mitchell is Pacificor's controlling shareholder. Pacificor, in its capacity as general partner and/or investment adviser of the Pacificor Clients, and Mr. Mitchell as a control person of Pacificor, may be deemed to have voting and dispositive power over the ordinary shares owned by the Pacificor Clients. Pacificor, Mr. Mitchell and the Pacificor Clients disclaim membership in a group within the meaning of Rule 13d-5(b) under the Exchange Act. Further, each of Pacificor and Mr. Mitchell disclaims beneficial ownership of such shares except to the extent of that person's pecuniary interest therein.

⁽⁸⁾

Includes 206,608 ordinary shares held by Barnett Waddingham Capital Trustees Limited BG Purves Retirement Trust.

⁽⁹⁾

Includes options to purchase 29,510 ordinary shares that have vested.

⁽¹⁰⁾

Includes 44,007 ordinary shares held by B W SIPP Trustees Limited A/C SIPP 4106.

⁽¹¹⁾

Includes (i) 286,633 ordinary shares held of record by Greywolf Capital Overseas Master Fund ("GCOMF") and (ii) 138,269 ordinary shares held of record by Greywolf Capital Partners II LP ("PII"). PII and GCOMF (together, the "Greywolf Funds") are deemed to beneficially own the respective number of ordinary shares listed in the preceding sentence. Greywolf Advisors LLC ("Greywolf Advisors"), as general partner to PII, may be deemed to be the beneficial owner of the ordinary shares beneficially owned by PII. Greywolf Capital Management LP ("Greywolf Capital"), as investment manager to the Greywolf Funds, may be deemed to be the beneficial owner of the ordinary shares beneficially owned by each Greywolf Fund.

145

Greywolf GP LLC, as general partner of Greywolf Capital, may be deemed to be the beneficial owner of the ordinary shares beneficially owned by each Greywolf Fund. Jonathan Savitz, as the senior managing member of Greywolf Advisors and as the sole managing member of Greywolf GP LLC, may be deemed to be the beneficial owner of the ordinary shares beneficially owned by each Greywolf Fund. Each of Greywolf Advisors, Greywolf Capital, Greywolf GP LLC and Mr. Savitz disclaims any beneficial ownership of the ordinary shares indicated in above table.

⁽¹²⁾

Includes 29,403 ordinary shares held by B W SIPP Trustees Limited A/C SIPP 4107.

⁽¹³⁾

Includes options to purchase 12,800 ordinary shares that have vested.

⁽¹⁴⁾

Includes options to purchase 3,900 ordinary shares that have vested.

⁽¹⁵⁾

Includes options to purchase 15,600 ordinary shares that have vested.

⁽¹⁶⁾

Includes options to purchase 9,600 ordinary shares that have vested.

⁽¹⁷⁾

Includes options to purchase 13,000 ordinary shares that have vested.

⁽¹⁸⁾

Includes options to purchase 13,000 ordinary shares that have vested.

Our major shareholders do not have different voting rights. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

As of September 30, 2011, approximately 52% of our outstanding ordinary shares was held by holders of record with addresses in the United States.

To our knowledge, there has been no significant change in the percentage ownership held by the principal shareholders listed above since January 1, 2008, except as described below:

From January 1, 2011 to December 1, 2011: the percentage of ordinary shares beneficially owned by (i) entities affiliated with Stonehill Capital Management increased from 3.55% to 23.44%, (ii) entities affiliated with Marathon Asset Management increased from 10.02% to 12.52%, (iii) entities affiliated with Avenue Capital Group decreased from 25.22% to 12.00% and (iv) Cetus Capital II LLC increased from 0% to 8.74%.

From January 1, 2010 to December 31, 2010: the percentage of ordinary shares beneficially owned by (i) entities affiliated with Stonehill Capital Management increased from 3.01% to 3.55%, (ii) entities affiliated with Marathon Asset Management increased from 7.70% to 10.02% and (iii) entities affiliated with Pacificor, LLC increased from 3.91% to 7.63%.

From January 1, 2009 to December 31, 2009: the percentage of ordinary shares beneficially owned by (i) entities affiliated with Marathon Asset Management increased from 7.20% to 7.70% and (ii) entities affiliated with Avenue Capital Group increased from 24.84% to 25.22%.

From January 1, 2008 to December 31, 2008: the percentage of ordinary shares beneficially owned by (i) entities affiliated with Marathon Asset Management increased from 3.88% to 7.20%, (ii) entities affiliated with Avenue Capital Group increased from 15.07% to 24.84% and (iii) entities affiliated with Pacificor, LLC increased from 2.55% to 3.91%.

146

Our History and Recent Corporate Transactions

History of the Luxfer Group

Although the origins of some of our operations date back to the early part of the 19th century, we trace our business as it is today back to the 1982 merger of The British Aluminium Company Limited and Alcan Aluminium U.K. Limited, which created British Alcan. The original Luxfer Group Limited was formed in February 1996 in connection with the Management Buy-In of certain downstream assets of British Alcan. Our current Chief Executive, Brian Purves, and our current Director of Administration, Stephen Williams, were members of the Management Buy-In team. The Management Buy-In was financed by a syndicate of investors led by funds managed or advised by Mercury Development Capital (now known as Hg Capital), CVC Capital Partners and Morgan Grenfell Development Capital. Upon completion of the capital reorganization in 2007 described below, these investors fully exited their original investment in the business.

We were incorporated on December 31, 1998 with the name Neverealm Limited (and we were re-registered as a public limited company and changed our name to Luxfer Holdings PLC on April 1, 1999), for the purpose of acquiring all of the outstanding share capital of the original Luxfer Group Limited in connection with a recapitalization that occurred in April 1999. Luxfer Holdings PLC is registered as a public limited company under the laws of England and Wales with its registered office at Anchorage Gateway, 5 Anchorage Quay, Salford, M50 3XE, England. As part of the 1999 Recapitalization, Luxfer Holdings PLC became the parent holding company of our operating subsidiaries around the world. To facilitate the 1999 Recapitalization, Luxfer Holdings PLC issued £160 million of its Senior Notes due 2009. See "—Transactions Relating to our Share Capital—The 1999 Recapitalization."

In February 2007, Luxfer Holdings PLC completed the 2007 Capital Reorganization, which substantially reduced its debt burden and realigned its share capital. A key part of this reorganization was the release and cancellation of the Senior Notes due 2009 in consideration for, among other things, the issuance of a lower principal amount of new Senior Notes due 2012. Senior noteholders, other than Luxfer Group Limited, also acquired 87% of the voting share capital of Luxfer Holdings PLC from exiting shareholders, with management and the ESOP retaining 13% of the voting share capital. For more information on the 2007 Capital Reorganization, see "—Transactions Relating to our Share Capital—The 2007 Capital Reorganization."

147

Our Corporate Structure

The following chart shows our subsidiaries, including the country of incorporation and our ownership interest.

Name of company	Country of incorporation	Proportion of voting rights and shares held
Subsidiary companies(1)
BA Holdings, Inc.(2)	United States		100%
Biggleswick Limited(2)(3)	England and Wales		100%
Luxfer Group Services Limited(2)	England and Wales		100%
LGL 1996 Limited(2)	England and Wales		100%
BAL 1996 Limited(2)	England and Wales		100%
Hart Metals, Inc.(2)	United States		100%
Lumina Trustee Limited	England and Wales		100%
Luxfer Australia Pty Limited(2)	Australia		100%
Luxfer Gas Cylinders Limited(2)	England and Wales		100%
Luxfer Gas Cylinders China Holdings Limited(2)(4)	England and Wales		100%
Luxfer Gas Cylinders (Shanghai) Co., Limited(2)	Republic of China		100%
Luxfer Group Limited	England and Wales		100%
Luxfer Group 2000 Limited	England and Wales		100%
Luxfer, Inc.(2)	United States		100%
Luxfer Overseas Holdings Limited(2)	England and Wales		100%
Magnesium Elektron CZ s.r.o.(2)	Czech Republic		100%
Magnesium Elektron Limited(2)	England and Wales		100%
MEL Chemicals, Inc.(2)	United States		100%
Magnesium Elektron North America, Inc.(2)	United States		100%
MEL Chemicals China Limited(2)	England and Wales		100%
Niagara Metallurgical Products Limited(2)	Canada		100%
Reade Manufacturing Company(2)	United States		100%
Luxfer Gas Cylinders S.A.S.(2)	France		100%
Other Investments
Nikkei-MEL Co Limited(2)	Japan		50%
Luxfer Uttam India Private Limited(2)(5)	India		51%

⁽¹⁾

In addition, on January 17, 2007, Luxfer Holdings PLC incorporated Lumina Trustee Limited under the laws of England and Wales as a wholly owned subsidiary that acted as bare trustee in connection with the 2007 Capital Reorganization.

⁽²⁾

Held by subsidiary undertakings.

⁽³⁾

Following the sale of Baco Consumer Products, Biggleswick Limited ceased its trading operations and, except for holding cash reserves that earn interest income, is essentially dormant. In January 2009, the 20% minority interest shareholding in the company was acquired by us.

⁽⁴⁾

Luxfer Gas Cylinders China Holdings Limited was incorporated in June 2004 as an intermediate holding company in connection with the Gas Cylinders division's investment in manufacturing facilities in China.

⁽⁵⁾

Uttam Cylinders Private Limited was incorporated in November 2008. In July 2009, the company changed its name to Luxfer Uttam India Private Limited.

148

Acquisitions and Dispositions

Since the Management Buy-In in 1996, we have made a number of acquisitions to expand our business, some of which we have subsequently sold on to other parties. The acquisitions were individually relatively small compared to the size of our consolidated operations, ranging in cost from approximately £2 million to £10 million. The aggregate cost of all our acquisitions since 1996, including costs and debt repayment, was approximately £50 million. These acquisitions have enabled us to build our cylinder business into a global operation and expand our magnesium operations particularly in the United States. Since 2002, we have made only two acquisitions, both within the magnesium business of our Elektron division, which have enabled us to create a new magnesium sheet and photo-engraving plate business.

In August 2003, our Elektron division acquired certain operating assets from Spectrulite Consortium Inc., a privately owned U.S. company. Spectrulite had been an aluminum and magnesium business, with its primary focus on the aluminum aerospace market. We used the assets we purchased to set up a business that manufactures and distributes magnesium battery sheet and coil, photo-engraving sheet and plate and tooling plate. The acquisition strategically strengthened our growing magnesium operations and the business operates as MENA. Following the initial success of MENA, we acquired in September 2007 the operating assets of Revere, which had manufacturing operations in the United States and United Kingdom. The cash consideration was $14.7 million, with $0.4 million of acquisition costs incurred. The acquisition strengthened Magnesium Elektron's position in the worldwide photo-engraving market and provided opportunities for significant operational synergies with MENA. While Revere offered a wide range of materials and chemicals, Revere was our main competitor for magnesium photo-engraving plates in the United States, and this raised concerns with the FTC. As a result, we recently agreed with the FTC to voluntarily offer for sale in the United States licenses to use Revere's intellectual property relating to magnesium photo-engraving plates. This agreement does not include other intellectual property of our Elektron division or any tangible assets. We expect that the potential sale of a license to use our magnesium photo-engraving intellectual property that is acceptable to the FTC will take place in late 2011. We do not expect this sale to have a material impact on our global operations.

We also made a number of strategic disposals since the Management Buy-In in 1996. The most significant of these were the disposals of our Baco Consumer Products and British Aluminium businesses in 2000, which we sold in two separate transactions to Alcoa.

In recent years we have sought to rationalize our portfolio of operations through the sale of non-core and lower margin businesses.

In August 2006, we disposed of the Elektron division's magnesium and zinc die-casting operations as part of its strategy to move away from more commodity-type products and to free up capital to invest in higher value-added niche markets of the Elektron division's magnesium operations. Based in Stockheim, Germany, this capital-intensive business, conducted through the company's subsidiary Zitzmann Druckguss, had been subject to the significant commercial pressures being placed on high volume automotive suppliers, and would have been required to invest a proportionately high level of capital in future years to remain competitive, with a risk of only achieving a relatively low return on any new investment. The cash consideration received for the sale was $12.9 million (net of costs), resulting in a non-operating loss on disposal of $5.7 million.

In December 2007, we agreed to sell our BA Tubes manufacturing operation to Aluminiumwerk Unna AG of Germany. We had reported our BA Tubes business under the Specialty Aluminum Division in prior years. The sale was completed in January 2008. The fair value of the consideration was $11.9 million, $4.7 million of which was deferred and left outstanding as a loan owed one of our subsidiaries in accordance with a separate loan agreement letter dated January 2008. The loan is repayable over five years in five equal annual installments, due on the 24th of each January, with the final due in 2013. The loan accrues interest at 6.5% per year, also payable annually in January each year. The costs of disposal were

149

$0.8 million. Aluminiumwerk Unna AG used a new 100% owned U.K. legal entity to purchase the trade and assets of BA Tubes. Their U.K. subsidiary was put into administration in November 2008 and subsequently began liquidation in June of 2010, but the obligations under the loan note and other obligations made by the purchaser under the sale and purchase agreement were guaranteed by the German parent company. We entered into agreements with Aluminiumwerk Unna AG in 2010 whereby it contributed to the demolition costs of the buildings on the Redditch site in consideration for being released from liability with respect to any remaining obligations in connection with the property. The only obligation that expressly remained was the remaining deferred consideration pursuant to the loan note. The German parent has timely performed its obligations under the loan note to date, including the first three repayments of the loan note in January 2009, 2010 and 2011.

Transactions Relating to our Share Capital

The Management Buy-In and Formation of the Luxfer Group

The original Luxfer Group Limited was formed to purchase certain downstream businesses of British Alcan. This purchase was effected on February 9, 1996. The U.K. businesses of British Alcan were acquired in an asset purchase, while the operating companies for the U.S. and Irish businesses were acquired in a purchase of shares. We assumed the majority of the trading liabilities of the acquired businesses. British Alcan gave Luxfer Group Limited a range of warranties and indemnities, which have now expired. The original legal entity, Luxfer Group Limited, changed its name to LG 1996 Limited in 2000, after it ceased to be a significant holding company for us following the 2000 disposal of our British Aluminium operations to Alcoa.

The 1999 Recapitalization

In April 1999, as a measure to reduce our debt burden and realign our share capital, we executed the 1999 Recapitalization. We took the following steps at that time:

•

Luxfer Holdings PLC acquired the entire issued share capital of Luxfer Group Limited for consideration of £212 million, which consisted of £125 million in cash and £87 million in share capital of Luxfer Holdings PLC;

•

We offered and issued the Senior Notes due 2009 in a principal amount of £160 million; and

•

We entered into a credit facility in an aggregate amount of £140 million.

Following the 1999 Recapitalization, Luxfer Holdings PLC owned the entire issued share capital of Luxfer Group Limited.

The 2007 Capital Reorganization

In February 2007, as a measure to reduce our debt burden and realign our share capital, we executed the 2007 Capital Reorganization. We took the following steps at that time:

•

Our 1,340,240 ordinary shares with a nominal value of £0.6487 per share and our 132,683,760 outstanding redeemable cumulative preference shares with a nominal value of £0.6487 per share were converted into 10,000,000 new ordinary shares with a nominal value of £1 per share and 769,413,708,000 deferred shares, with a nominal value of £0.0001 per share;

•

Our Senior Notes due 2009 were released and cancelled and new floating rate Senior Notes due 2012 with an aggregate principal amount of £71.9 million were issued, of which £3.1 million of the Senior Notes due 2012 were issued in a new subscription, with the remainder issued in exchange for the cancellation and release from the Senior Notes due 2009 held by third parties;

•

We entered into the MIP with a group of our senior managers, see "Management—Compensation;" and

•

New articles of association were adopted.

150

Following this recapitalization, 87% of Luxfer Holdings PLC's voting share capital was held by former holders of the Senior Notes due 2009, other than Luxfer Group Limited, while the remainder of the voting share capital was held by certain members of our management team and our ESOP. Rights and obligations of our other creditors and of holders of the £1 redeemable 5% cumulative "B" preference shares were not affected by the 2007 Capital Reorganization.

Our Capital Structure

After the 2007 Capital Reorganization and prior to this offering, we had 10,000,000 ordinary shares outstanding and 769,413,708,000 deferred shares outstanding. Approximately 87% of the ordinary shares and the deferred shares outstanding are held by outside investors, while the remaining 13% of the ordinary shares and the deferred shares outstanding are held by certain members of our management team and our ESOP. See "Description of Share Capital."

151

Related Party Transactions

Since January 1, 2008, there has not been, nor is there currently proposed, any material transaction or series of similar material transactions to which we were or are a party in which any of our directors, members of our executive management board, associates, holders of more than 10% of any class of our voting securities, or any affiliates or member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than the compensation and shareholding arrangements we describe where required in "Management."

152

Dividends and Dividend Policy

We do not currently expect to pay dividends in the year ending December 31, 2011 or in subsequent periods. Our dividend policy and the amount of any future dividends we decide to pay, if any, will depend upon a number of factors, including, but not limited to, our earnings, financial condition, cash requirements (including capital expenditures, investment plans and acquisitions), prospects and such other factors as may be deemed relevant at the time.

In addition, the terms of our indebtedness limit our ability to pay dividends to our shareholders. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Financing."

Under our Amended Articles, our shareholders must approve any final dividend, although the board of directors may resolve to pay interim dividends without shareholder approval. Any payment of dividends is also subject to the provisions of the Companies Act, according to which dividends may only be paid out of profits available for distribution determined by reference to accounts prepared in accordance with the Companies Act and IFRS-IASB, which differ in some respects from U.S. GAAP. In the event that dividends are paid in the future, holders of the ADSs will be entitled to receive payments in U.S. dollars in respect of dividends on the underlying ordinary shares in accordance with the deposit agreement. Furthermore, because we are a holding company, any dividend payments would depend on cash flow from our subsidiaries. See "Description of Share Capital—Key Provisions of Luxfer Holdings PLC's Articles of Association—Dividends" and "Description of American Depositary Shares—Dividends and Other Distributions."

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Description of Share Capital

The following describes Luxfer Holdings PLC's issued share capital, summarizes the material provisions of the Amended Articles of Luxfer Holdings PLC and highlights certain differences in corporate law in the United Kingdom and the United States.

Issued Share Capital

The issued share capital of Luxfer Holdings PLC as at the date of this prospectus is as follows:

	Number Issued		Amount
Ordinary Shares of £1 (Sterling) each		10,000,000		£10,000,000
Deferred Shares of £0.0001 (Sterling) each		769,413,708,000		£76,941,370.80

Each issued ordinary share and deferred share is fully paid up. Upon the closing of this offering, the issued share capital of Luxfer Holdings PLC will be as follows:

	Number Issued		Amount
Ordinary Shares of £1 (Sterling) each		14,017,857		£14,017,857
Deferred Shares of £0.0001 (Sterling) each		769,413,708,000		£76,941,370.80

Ordinary Shares

The holders of ordinary shares are entitled to receive, in proportion to the number of ordinary shares held by them and according to the amount paid up on such ordinary shares during any portion or portions of the period in respect of which the dividend is paid, the whole of the profits of Luxfer Holdings PLC paid out as dividends. Subject to the rights of deferred shares, holders of ordinary shares are entitled, in proportion to the number of ordinary shares held by them and to the amounts paid up thereon, to share in the whole of any surplus in the event of the winding up of Luxfer Holdings PLC. The holders of ordinary shares are entitled to receive notice of, attend either in person or by proxy or, being a corporation, by a duly authorized representative, and vote at general meetings of shareholders.

Deferred Shares

The holders of Deferred Shares are not entitled to receive any dividend or other distribution, or to receive notice of, attend or vote at any general meeting of Luxfer Holdings PLC. On a winding up (but not otherwise), the holders of deferred shares shall be entitled to the repayment of the paid up nominal amount on their deferred shares, but only after any payment to the holders of ordinary shares of an amount equal to 100 times the amount paid up on such ordinary shares.

"B" Preference Shares

Luxfer Holdings PLC previously had 50,000 "B" preference shares of £1 (Sterling) each in issue. The "B" preference shares have been redeemed for £60,456 by Luxfer Holdings PLC, effective August 23, 2011, in accordance with the Current Articles.

Key Provisions of Luxfer Holdings PLC's Articles of Association

Upon closing of this offering, we will adopt the Amended Articles, which will replace the Current Articles in their entirety. The following is a summary of certain key provisions of the Amended Articles. Please note that this is only a summary and is not intended to be exhaustive. For further information please refer to the full version of the Amended Articles which are included as an exhibit to the registration statement of which this prospectus is a part.

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Directors' Interests—Restrictions on Voting

A director shall not vote on, or be counted in the quorum in relation to, any resolution of the board concerning his own appointment, or the settlement or variation of the terms or the termination of his own appointment, as the holder of any office or place of profit with Luxfer Holdings PLC or any other company in which Luxfer Holdings PLC is interested.

A director shall not vote on, or be counted in the quorum in relation to, any resolution of the board in respect of any contract in which he has an interest and, if he shall do so, his vote shall not be counted, but this prohibition shall not apply to any resolution where that interest cannot reasonably be regarded as likely to give rise to a conflict of interest or where that interest arises only from one or more of the following matters: the giving to him of any guarantee, indemnity or security in respect of money lent or obligations undertaken by him or by any other person at the request of or for the benefit of Luxfer Holdings PLC or any of its subsidiary undertakings; the giving to a third party of any guarantee, indemnity or security in respect of a debt or obligation of Luxfer Holdings PLC or any of its subsidiary undertakings for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security; the giving to him of any other indemnity where all other directors are also being offered indemnities on substantially the same terms; the funding by Luxfer Holdings PLC of his expenditure on defending proceedings or the doing by Luxfer Holdings PLC of anything to enable him to avoid incurring such expenditure where all other directors are being offered substantially the same arrangements; where Luxfer Holdings PLC or any of its subsidiary undertakings is offering securities in which offer the director is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which the director is to participate; any contract in which he is interested by virtue of his interest in shares or debentures or other securities of Luxfer Holdings PLC or by reason of any other interest in or through Luxfer Holdings PLC; any contract concerning any other company (not being a company in which the director owns one per cent. or more) in which he is interested directly or indirectly whether as an officer, shareholder, creditor or otherwise howsoever; any contract concerning the adoption, modification or operation of a pension fund, superannuation or similar scheme or retirement, death or disability benefits scheme or employees' share scheme (including in respect of any employee benefit trust established by Luxfer Holdings PLC or any of its subsidiary undertakings) which relates both to directors and employees of Luxfer Holdings PLC or of any of its subsidiary undertakings and does not provide in respect of any director as such any privilege or advantage not accorded to the employees to which the fund or scheme relates; any contract for the benefit of employees of Luxfer Holdings PLC or any of its subsidiary undertakings under which he benefits in a similar manner to the employees and which does not accord to any director as such any privilege or advantage not accorded to the employees to whom the contract relates; and any contract for the purchase or maintenance of insurance against any liability for, or for the benefit of, any director or directors or for, or for the benefit of, persons who include directors.

Directors' Interests—Authorization

Subject to the provisions of the Companies Act and the Amended Articles, and provided that any director has disclosed the nature and extent of any interest of his, the board may authorize any matter which would otherwise involve a director breaching his statutory duty to avoid conflicts of interest. Where the board gives authority in relation to a conflict of interest, or where any of the situations described in (i) to (v) below applies in relation to a director, the board may (a) require the relevant director to be excluded from the receipt of information, the participation in discussion and/or the making of decisions related to the conflict of interest or situation; (b) impose upon the relevant director such other terms for the purpose of dealing with the conflict of interest or situation as it may determine; and (c) provide that the relevant director will not be obliged to disclose information obtained otherwise than through his position as a director of Luxfer Holdings PLC and that is confidential to a third party or to use or apply the information in relation to Luxfer Holdings PLC's affairs, where to do so would amount to a breach of that confidence. The board may revoke or vary such authority at any time.

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Subject to the provisions of the Companies Act, and provided he has declared the nature and extent of his interest to the board, a director may:

(i)

be party to, or otherwise interested in, any contract with Luxfer Holdings PLC or in which Luxfer Holdings PLC has a direct or indirect interest;

(ii)

hold any other office or place of profit with Luxfer Holdings PLC (except that of auditor) in conjunction with his office of director for such period and upon such terms, including remuneration, as the board may decide;

(iii)

act by himself or through a firm with which he is associated in a professional capacity for Luxfer Holdings PLC or any other company in which Luxfer Holdings PLC may be interested (otherwise than as auditor);

(iv)

be or become a director or other officer of, or employed by or otherwise be interested in any holding company or subsidiary company of Luxfer Holdings PLC or any other company in which Luxfer Holdings PLC may be interested; and

(v)

be or become a director of any other company in which Luxfer Holdings PLC does not have an interest and which cannot reasonably be regarded as giving rise to a conflict of interest at the time of his appointment as a director of that other company.

A director shall not, by reason of his office be liable to account to Luxfer Holdings PLC or its shareholders for any benefit realized by reason of having an interest permitted as described above or by reason of having a conflict of interest authorized by the board and no contract shall be liable to be avoided on the grounds of a director having such interest.

Appointment, Removal and Retirement of Directors

Unless otherwise determined by an ordinary resolution of the shareholders, the number of directors shall be not less than two and not more than eight in number. Directors may be appointed by an ordinary resolution of the shareholders or by the board, and may be removed by a special resolution of the shareholders at any time before the expiration of their period of office.

Fees, Remuneration, Pensions and Gratuities of Directors

Each of the directors shall be paid a fee at such rate as may from time to time be determined by the board, provided that the aggregate of all fees so paid to directors (excluding amounts payable under any other provision of the Amended Articles) shall not exceed £500,000 per annum or such higher amount as may from time to time be decided by ordinary resolution of Luxfer Holdings PLC. Any director who performs services which in the opinion of the board or any committee authorized by the board go beyond the ordinary duties of a director, may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the board or any committee authorized by the board may determine.

Each director may be paid his reasonable travelling, hotel and incidental expenses of attending and returning from meetings of the board, or committees of the board or of Luxfer Holdings PLC or any other meeting which as a director he is entitled to attend, and shall be paid all other costs and expenses properly and reasonably incurred by him in the conduct of Luxfer Holdings PLC's business or in the discharge of his duties as a director. Luxfer Holdings PLC may also fund a director's expenditure for the purposes permitted under the Companies Acts and may do anything to enable a director of Luxfer Holdings PLC to avoid incurring such expenditure as provided in the Companies Acts.

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The board or any committee authorized by the board may exercise the powers of Luxfer Holdings PLC to provide benefits by the payment of gratuities or pensions or by insurance or in any other manner for any director or former director or his relations, dependants or persons connected to him.

General Meetings

The board shall convene and Luxfer Holdings PLC shall hold general meetings as annual general meetings in accordance with the requirements of the Companies Act. No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the choice or appointment of a chairman of the meeting which shall not be treated as part of the business of the meeting. Save as otherwise provided by the Amended Articles, two members present in person or by proxy and entitled to vote shall be a quorum for all purposes. The chairman (if any) of the board or, in his absence, the deputy chairman (if any) shall preside as chairman at every general meeting. Each director shall be entitled to attend and speak at any general meeting. The chairman of the meeting may at any time without the consent of the meeting adjourn any meeting either sine die or to another time or place where it appears to him that (a) the members entitled to vote and wishing to attend cannot be conveniently accommodated in the place appointed for the meeting, (b) the conduct of persons present prevent or is likely to prevent the orderly continuation of business, or (c) an adjournment is otherwise necessary so that the business of the meeting may be properly conducted.

Voting Rights

Subject to any special terms as to voting upon which shares may be issued or may at the relevant time be held, and to any other provisions set out in the Amended Articles, members shall be entitled to vote at a general meeting as provided in the Companies Act. Where a proxy is given discretion as to how to vote on a show of hands this will be treated as an instruction by the relevant shareholder to vote in the way in which the proxy decides to exercise that discretion.

At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands) a poll is demanded. Subject to the Companies Act, a poll may be demanded by: (a) the chairman of the meeting; (b) at least five members present in person or by proxy and entitled to vote on the resolution; (c) any member or members present in person or by proxy and representing, in the aggregate, not less than one-tenth of the total voting rights of all of the members having the right to attend and vote on the resolution; or (d) any member or members present in person or by proxy and holding shares conferring a right to attend and vote on the resolution being shares on which there have been sums paid up in the aggregate equal to not less than one-tenth of the total sum paid up on all shares conferring that right. The chairman of the meeting can also demand a poll before a resolution is put to the vote on a show of hands. Unless a poll is demanded, a declaration by the chairman of the meeting that a resolution on a show of hands has been carried or carried unanimously or by a particular majority or not carried by a particular majority or lost shall be conclusive evidence of that fact without proof of the number or proportion of votes recorded for or against the resolution.

No member shall, unless the board otherwise decides, be entitled in respect of any share held by him to attend or vote (either personally or by proxy) at any general meeting of Luxfer Holdings PLC or upon a poll or to exercise any other right conferred by membership in relation to general meetings or polls unless all calls or other sums presently payable by him in respect of that share have been paid.

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Share Rights

Subject to compliance with English law and without prejudice to the rights of existing shareholders, Luxfer Holdings PLC may issue shares with any preferred, deferred or other special rights and subject to any restrictions on dividends, return of capital, voting or otherwise. Luxfer Holdings PLC may also issue redeemable shares provided that there are non-redeemable shares in issue at the time.

Alteration of Share Capital

Luxfer Holdings PLC may alter or reduce its share capital as provided in the Companies Act. Any resolution authorising Luxfer Holdings PLC to sub-divide its shares or any of them may determine that, as between the shares resulting from the sub-division, any of them may have any preference or advantage or be subject to any restrictions as compared with the others.

Transfer of Shares

Subject to such of the restrictions of the Amended Articles as may be applicable: any member may transfer all or any of his uncertificated shares by means of a relevant system in such manner provided for, and subject as provided in, the uncertificated securities rules, and accordingly no provision of the Amended Articles shall apply in respect of an uncertificated share to the extent that it requires or contemplates the effecting of a transfer by an instrument in writing or the production of a certificate for the share to be transferred; and any member may transfer all or any of his certificated shares by an instrument of transfer in any usual form or in any other form which the board may approve. The transferor of a share shall be deemed to remain the holder of the share concerned until the name of the transferee is entered in the register in respect of it. The instrument of transfer of a certificated share shall be executed by or on behalf of the transferor and (in the case of a partly paid share) the transferee. All instruments of transfer, when registered, may be retained by Luxfer Holdings PLC. The board may, in its absolute discretion and without giving any reason for so doing, decline to register any transfer of any share which is not a fully paid share. The board may decline to register any transfer of a certificated share unless (a) the instrument of transfer is duly stamped or duly certified or otherwise shown to the satisfaction of the board to be exempt from stamp duty and is accompanied by the certificate for the shares to which it relates and such other evidence as the board may reasonably require to show the right of the person executing the instrument of transfer to make the transfer, (b) the instrument of transfer is in respect of only one class of share, and (c) the transfer is in favor of no more than four transferees. No fee shall be charged by Luxfer Holdings PLC for registering any transfer, document or instruction relating to or affecting the title to any share or for making any other entry in the register.

Variation of Rights

Subject to the provisions of the Companies Act, all or any of the rights attached to any existing class of shares may from time to time be varied either with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of those shares. All the provisions of the Amended Articles as to general meetings shall, with any necessary modifications, apply to any such separate general meeting, but so that the necessary quorum shall be two persons entitled to vote and holding or representing by proxy not less than one-third in nominal value of the issued shares of the class in question, that every holder of shares of the class present in person or by proxy and entitled to vote shall be entitled on a poll to one vote for every share of the class held by him, and that any holder of shares of the class present in person or by proxy and entitled to vote may demand a poll. The relevant provisions of the Amended Articles shall apply to the variation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class and their special rights were to be varied.

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Dividends

Luxfer Holdings PLC may by ordinary resolution from time to time declare dividends in accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by the board. Subject to the provisions of the Companies Act, the board may pay such interim dividends as appear to the board to be justified by the financial position of Luxfer Holdings PLC. Except insofar as the rights attaching to, or the terms of issue of, any share otherwise provide (a) all dividends shall be declared and paid according to the amounts paid up on the share in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purpose of this article as paid up on the share, (b) all dividends shall be apportioned and paid pro rata according to the amounts paid up on the share during any portion or portions of the period in respect of which the dividend is paid, and, (c) dividends may be declared or paid in any currency. The board may also decide that a particular approved depositary should be able to receive dividends in a currency other than the currency in which it is declared and may make arrangements accordingly. In particular, if an approved depositary has chosen or agreed to receive dividends in another currency, the directors may make arrangements with that approved depositary for payment to be made to them for value on the date on which the relevant dividend is paid, or a later date decided on by the directors.

The board may deduct from any dividends or other monies payable to a member all sums of money presently payable by that member to Luxfer Holdings PLC, whether on account of calls or otherwise in respect of the shares.

Luxfer Holdings PLC may stop sending checks, warrants or similar financial instruments in payment of dividends by post in respect of any shares or may cease to employ any other means of payment, including payment by means of a relevant system, for dividends if either (i) at least two consecutive payments have remained uncashed or are returned undelivered or that means of payment has failed or (ii) one payment remains uncashed or is returned undelivered or that means of payment has failed and reasonable inquiries have failed to establish any new postal address or account of the holder. Luxfer Holdings PLC must resume sending dividend checks, warrants or similar financial instruments or employing that means of payment if the holder requests such resumption in writing.

In addition, the board may if authorized by an ordinary resolution of Luxfer Holdings PLC, offer any holders of ordinary shares the right to elect to receive ordinary shares, credited as fully paid, instead of cash in respect of the whole (or some part to be determined by the board) of any dividend specified by the ordinary resolution and the board may settle such distribution as it thinks expedient and in accordance with the articles, and in particular may ignore fractional entitlements, and may determine the value of the entitlement of each holder of ordinary shares to new ordinary shares by reference to such information as the board thinks fit.

Unclaimed Dividends

All dividends or other sums payable on or in respect of any shares which remain unclaimed may be invested or otherwise made use of by the board for the benefit of Luxfer Holdings PLC until claimed. If any dividend is unclaimed after a period of 12 years from the date of declaration of such dividend, it shall be forfeited and shall revert to Luxfer Holdings PLC, unless the board decides otherwise.

Suspension of Rights in the case of Non-Disclosure of Interest

Section 793 of the Companies Act enables us, by notice in writing, to require a person whom we know or have reasonable cause to believe to be, or to have been at any time during the three years immediately preceding the date on which we issue the notice, interested in our shares to confirm that fact, and where such person holds or has during this relevant time held an interest in our shares to give such further information as may be required relating to his or her interest and any other interest in our shares of which that person is aware.

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The Companies Act permits us to apply to court for an order restricting the rights attaching to our shares for non-compliance with Section 793 of the Companies Act. In addition, the Amended Articles provide for certain restrictions in the event of such non-compliance.

In the case of a person with a 0.25 per cent. interest in Luxfer Holdings PLC, those restrictions are as follows:

(a)

the shares shall not confer on the holder any right to attend or vote either personally or by proxy at any general meeting or at any separate general meeting of the holders of any class of shares or to exercise any other right conferred by membership in relation to general meetings;

(b)

the board may withhold payment of all or any part of any dividends or other moneys payable in respect of the shares and the holder shall not be entitled to receive shares in lieu of dividend; and

(c)

the board may decline to register a transfer of any of the shares which are certificated shares, unless such a transfer is pursuant to an arm's length sale,

and in the case of a person with less than a 0.25 per cent interest, only the restriction specified in sub-paragraph (a) is applicable.

Untraced Shareholders

Luxfer Holdings PLC can sell any certificated shares at the best price reasonably obtainable at the time of the sale if:

(a)

during the 12 years before the notice referred to in (b) below, the shares have been in issue either in certificated or uncertificated form, at least three cash dividends have become payable on the shares and no dividend has been cashed during that period;

(b)

after the 12 year period, the company has sent a notice to the last known address for the relevant member, stating that it intends to sell the shares. Before sending such a notice to a member, Luxfer Holdings PLC must have used reasonable efforts to trace the member; and

(c)

during the 12 year period and for three months after sending the notice referred to in (b) above, Luxfer Holdings PLC has not heard from the member or any person entitled to the shares by law.

To sell any shares in this way, the board of directors can appoint anyone to transfer the shares. This method of transfer will be just as effective as if it had been signed by the holder, or by a person who is entitled to the shares by law. The person to whom the shares are transferred will not be bound to concern himself as to what is done with the purchase moneys nor will his ownership be affected even if the sale is irregular or invalid in any way.

The proceeds of sale will be forfeited and will belong to Luxfer Holdings PLC, and Luxfer Holdings PLC will not be liable in any respect to the person who would have been entitled to the shares by law for the proceeds of sale. Luxfer Holdings PLC can use the money for such good causes as the directors decide.

Borrowing Powers

The board may exercise all the powers of Luxfer Holdings PLC to borrow money and to mortgage or change all or any part of the undertaking, property and assets (present and future) and uncalled capital of Luxfer Holdings PLC, to issue debentures and other securities and to give security, whether outright or as collateral security, for any debt, liability or obligation of Luxfer Holdings PLC or of any third party.

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Lien and Forfeiture

We shall have a first and paramount lien on every share (not being a fully paid share) for all amounts payable to us (whether presently or not) in respect of that share. We may sell any share on which we have a lien if a sum in respect of which the lien exists is presently payable and is not paid within 14 clear days after notice has been sent to the holder of the share demanding payment and stating that if the notice is not complied with the share may be sold.

The board may from time to time make calls on the members in respect of any amounts unpaid on their shares. Each member shall (subject to receiving at least 14 clear days' notice) pay to us the amount called on his shares. If a call or any installment of a call remains unpaid in whole or in part after it has become due and payable, the board may give the person from whom it is due not less than 14 clear days' notice requiring payment of the amount unpaid together with any interest which may have accrued and any costs, charges and expenses incurred by us by reason of such non-payment. The notice shall name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited.

Indemnity of Directors

To the extent permitted by the Companies Act, Luxfer Holdings PLC may indemnify any of its directors or former directors or of any associated company against any liability. In addition, we may purchase and maintain for any of our directors or former directors or of any associated company insurance against any liability. We maintain directors and officers insurance to insure such persons against certain liabilities.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and therefore is unenforceable.

Allotment of Shares and Pre-Emption

Under section 551 of the Companies Act, the board of directors may not allot shares unless they are authorized to do so by the articles of association or by an ordinary resolution. Authorization must state the maximum amount of shares that may be allotted under it, and specify the date on which it will expire, which must be not more than five years from the date on which the resolution is passed by virtue of which the authorization is given. In addition, the members have rights of pre-emption under section 561 of the Companies Act in respect of the allotment of new equity securities for cash, unless such rights have been disapplied.

The Amended Articles shall not contain articles in this respect, but the shareholders have passed, at a general meeting of Luxfer Holdings PLC held on October 26, 2011 and in each case conditional on the closing of the offering, an ordinary resolution empowering the directors to allot equity securities for cash up to an aggregate nominal amount of £20,000,000, such authority to expire on October 25, 2016, and a special resolution disapplying the members rights of pre-emption in respect of an allotment pursuant to such authority.

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Differences in Corporate Law

The applicable provisions of the Companies Act differ from laws applicable to U.S. corporations and their stockholders. Set forth below is a summary of certain differences between the provisions of the Companies Act applicable to us and the Delaware General Corporation Law relating to shareholders' rights and protections. This summary is not intended to be a complete discussion of the respective rights and it is qualified in its entirety by reference to Delaware law and English law.

	England and Wales	Delaware
Number of Directors	Under the Companies Act, a public limited company must have at least two directors and the number of directors may be fixed by or in the manner provided in a company's articles of association.	Under Delaware law, a corporation must have at least one director and the number of directors shall be fixed by or in the manner provided in the bylaws.
Removal of Directors	Under the Companies Act, shareholders may remove a director without cause by an ordinary resolution (which is passed by a simple majority of those voting in person or by proxy at a general meeting) irrespective of any provisions of any service contract the director has with the company, provided that 28 clear days' notice of the resolution is given to the company and its shareholders and certain other procedural requirements under the Companies Act are followed (such as allowing the director to make representations against his or her removal either at the meeting or in writing).	Under Delaware law, unless otherwise provided in the certificate of incorporation, directors may be removed from office, with or without cause, by a majority stockholder vote, though in the case of a corporation whose board is classified, stockholders may effect such removal only for cause.
Vacancies on the Board of Directors	Under English law, the procedure by which directors (other than a company's initial directors) are appointed is generally set out in a company's articles of association, provided that where two or more persons are appointed as directors of a public limited company by resolution of the shareholders, resolutions appointing each director must be voted on individually.	Under Delaware law, vacancies on a corporation's board of directors, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors.
Annual General Meeting	Under the Companies Act, a public limited company must hold an annual general meeting in each six-month period following the company's annual accounting reference date.	Under Delaware law, the annual meeting of stockholders shall be held at such place, on such date and at such time as may be designated from time to time by the board of directors or as provided in the certificate of incorporation or by the bylaws.
General Meeting	Under the Companies Act, a general meeting of the shareholders of a public limited company may be called by: •the directors; or •shareholders holding at least 10% of the paid-up capital of the company carrying voting rights at general meetings.	Under Delaware law, special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.

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	England and Wales	Delaware
Notice of General Meetings	Under the Companies Act, 21 clear days' notice must be given for an annual general meeting and any resolutions to be proposed at the meeting. Subject to a company's articles of association providing for a longer period, at least 14 clear days' notice is required for any other general meeting. In addition, certain matters (such as the removal of directors or auditors) require special notice, which is 28 clear days' notice. The shareholders of a company may in all cases consent to a shorter notice period, the proportion of shareholders' consent required being 100% of those entitled to attend and vote in the case of an annual general meeting and, in the case of any other general meeting, a majority in number of the members having a right to attend and vote at the meeting, being a majority who together hold not less than 95% in nominal value of the shares giving a right to attend and vote at the meeting.	Under Delaware law, unless otherwise provided in the certificate of incorporation or bylaws, written notice of any meeting of the stockholders must be given to each stockholder entitled to vote at the meeting not less than 10 nor more than 60 days before the date of the meeting and shall specify the place, date, hour, and purpose or purposes of the meeting.
Proxy	Under the Companies Act, at any meeting of shareholders, a shareholder may designate another person to attend, speak and vote at the meeting on their behalf by proxy.	Under Delaware law, at any meeting of stockholders, a stockholder may designate another person to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.
Preemptive Rights	Under the Companies Act, "equity securities" (being (i) shares in the company other than shares that, with respect to dividends and capital, carry a right to participate only up to a specified amount in a distribution ("ordinary shares") or (ii) rights to subscribe for, or to convert securities into, ordinary shares) proposed to be allotted for cash must be offered first to the existing equity shareholders in the company in proportion to the respective nominal value of their holdings, unless an exception applies or a special resolution to the contrary has been passed by shareholders in a general meeting or the articles of association provide otherwise in each case in accordance with the provisions of the Companies Act.	Under Delaware law, unless otherwise provided in a corporation's certificate of incorporation, a stockholder does not, by operation of law, possess preemptive rights to subscribe to additional issuances of the corporation's stock.

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	England and Wales	Delaware
Liability of Directors and Officers	Under the Companies Act, any provision (whether contained in a company's articles of association or any contract or otherwise) that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void. Any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company or of an associated company against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is also void except as permitted by the Companies Act, which provides exceptions for the company to (a) purchase and maintain insurance against such liability; (b) provide a "qualifying third party indemnity" (being an indemnity against liability incurred by the director to a person other than the company or an associated company as long as he is successful in defending the claim or criminal proceedings); and (c) provide a "qualifying pension scheme indemnity" (being an indemnity against liability incurred in connection with the company's activities as trustee of an occupational pension plan).	Under Delaware law, a corporation's certificate of incorporation may include a provision eliminating or limiting the personal liability of a director to the corporation and its stockholders for damages arising from a breach of fiduciary duty as a director. However, no provision can limit the liability of a director for: •any breach of the director's duty of loyalty to the corporation or its stockholders; •acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; •intentional or negligent payment of unlawful dividends or stock purchases or redemptions; or •any transaction from which the director derives an improper personal benefit.

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	England and Wales	Delaware
Voting Rights	Under English law, unless a poll is demanded by the shareholders of a company or is required by the chairman of the meeting or the company's articles of association, shareholders shall vote on all resolutions on a show of hands. Under the Companies Act, a poll may be demanded by (a) not fewer than five shareholders having the right to vote on the resolution; (b) any shareholder(s) representing at least 10% of the total voting rights of all the shareholders having the right to vote on the resolution; or (c) any shareholder(s) holding shares in the company conferring a right to vote on the resolution being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all the shares conferring that right. A company's articles of association may provide more extensive rights for shareholders to call a poll. Under English law, an ordinary resolution is passed on a show of hands if it is approved by a simple majority (more than 50%) of the shareholders present (in person or by proxy) and voting at a meeting. If a poll is demanded, an ordinary resolution is passed if it is approved by holders of representing a simple majority of the votes cast by shareholders present (in person or by proxy) and entitled to vote at the meeting. Special resolutions require the affirmative vote of not less than 75% of the votes cast by shareholders present (in person or by proxy) at the meeting.	Delaware law provides that, unless otherwise provided in the certificate of incorporation, each stockholder is entitled to one vote for each share of capital stock held by such stockholder.
Shareholder Vote on Certain Transactions	The Companies Act provides for schemes of arrangement, which are arrangements or compromises between a company and any class of shareholders or creditors and used in certain types of reconstructions, amalgamations, capital reorganizations or takeovers. These arrangements require: •the approval at a shareholders' or creditors' meeting convened by order of the court, of a majority in number of shareholders or creditors representing 75% in value of the capital held by, or debt owed to, the class of shareholders or creditors, or class thereof present and voting, either in person or by proxy; and •the approval of the court.	Generally, under Delaware law, unless the certificate of incorporation provides for the vote of a larger portion of the stock, completion of a merger, consolidation, sale, lease or exchange of all or substantially all of a corporation's assets or dissolution requires: •the approval of the board of directors; and •approval by the vote of the holders of a majority of the outstanding stock or, if the certificate of incorporation provides for more or less than one vote per share, a majority of the votes of the outstanding stock of a corporation entitled to vote on the matter.

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	England and Wales	Delaware
Standard of Conduct for Directors	Under English law, a director owes various statutory and fiduciary duties to the company, including: •to act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole; •to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly conflicts, with the interests of the company; •to act in accordance with the company's constitution and only exercise his powers for the purposes for which they are conferred; •to exercise independent judgment; •to exercise reasonable care, skill and diligence; •not to accept benefits from a third party conferred by reason of his being a director or doing (or not doing) anything as a director; and •a duty to declare any interest that he has, whether directly or indirectly, in a proposed or existing transaction or arrangement with the company.	Delaware law does not contain specific provisions setting forth the standard of conduct of a director. The scope of the fiduciary duties of directors is generally determined by the courts of the State of Delaware. In general, directors have a duty to act without self-interest, on a well-informed basis and in a manner they reasonably believe to be in the best interest of the stockholders.

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	England and Wales	Delaware
Stockholder Suits	Under English law, generally, the company, rather than its shareholders, is the proper claimant in an action in respect of a wrong done to the company or where there is an irregularity in the company's internal management. Notwithstanding this general position, the Companies Act provides that (i) a court may allow a shareholder to bring a derivative claim (that is, an action in respect of and on behalf of the company) in respect of a cause of action arising from a director's negligence, default, breach of duty or breach of trust and (ii) a shareholder may bring a claim for a court order where the company's affairs have been or are being conducted in a manner that is unfairly prejudicial to some of its shareholders.	Under Delaware law, a stockholder may initiate a derivative action to enforce a right of a corporation if the corporation fails to enforce the right itself. The complaint must: •state that the plaintiff was a stockholder at the time of the transaction of which the plaintiff complains or that the plaintiffs shares thereafter devolved on the plaintiff by operation of law; and •allege with particularity the efforts made by the plaintiff to obtain the action the plaintiff desires from the directors and the reasons for the plaintiff's failure to obtain the action; or •state the reasons for not making the effort. Additionally, the plaintiff must remain a stockholder through the duration of the derivative suit. The action will not be dismissed or compromised without the approval of the Delaware Court of Chancery.

City Code on Takeovers and Mergers

As a UK public company with its place of central management and control in the United Kingdom, Luxfer Holdings PLC is subject to the UK City Code on Takeovers and Mergers (the "City Code"), which is issued and administered by the UK Panel on Takeovers and Mergers (the "Panel"). The City Code provides a framework within which takeovers of companies subject to it are conducted. In particular, the City Code contains certain rules in respect of mandatory offers. Under Rule 9 of the City Code, if a person:

(a)

acquires an interest in shares in Luxfer Holdings PLC which, when taken together with shares in which he or persons acting in concert with him are interested, carry 30% or more of the voting rights of Luxfer Holdings PLC; or

(b)

who, together with persons acting in concert with him, is interested in shares which in the aggregate carry not less than 30% and not more than 50% of the voting rights in Luxfer Holdings PLC, acquires additional interests in shares which increase the percentage of shares carrying voting rights in which that person is interested,

the acquirer and depending on the circumstances, its concert parties, would be required (except with the consent of the Panel) to make a cash offer for the outstanding shares in Luxfer Holdings PLC at a price not less than the highest price paid for any interests in the shares by the acquirer or its concert parties during the previous 12 months.

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Exchange Controls

There are no governmental laws, decrees, regulations or other legislation in the United Kingdom that may affect the import or export of capital, including the availability of cash and cash equivalents for use by us, or which may affect the remittance of dividends, interest, or other payments by us to non-resident holders of our ordinary shares or ADSs, other than withholding tax requirements. There is no limitation imposed by U.K. law or Luxfer Holdings PLC's articles of association on the right of non-residents to hold or vote shares.

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Description of American Depositary Shares

American Depositary Shares

The Bank of New York Mellon, as depositary, will register and deliver American Depositary Shares, also referred to as ADSs. Each ADS will represent one-half of an ordinary share (or a right to receive one-half of an ordinary share) deposited with the London office of The Bank of New York Mellon, as custodian for the depositary. Each ADS will also represent any other securities, cash or other property which may be held by the depositary. The depositary's corporate trust office at which the ADSs will be administered is located at 101 Barclay Street, New York, New York 10286. The depositary's principal executive office is located at One Wall Street, New York, New York 10286.

You may hold ADSs either (A) directly (i) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate evidencing a specific number of ADSs, registered in your name, or (ii) by having ADSs registered in your name in the Direct Registration System (described below), or (B) indirectly by holding a security entitlement in ADSs through your broker or other financial institution. If you hold ADSs directly, you are a registered ADS holder, also referred to as an ADS holder. This description assumes you are an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

The Direct Registration System ("DRS") is a system administered by The Depository Trust Company, also referred to as DTC, pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership will be confirmed by periodic statements sent by the depositary to the registered holders of uncertificated ADSs.

As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. English law governs shareholder rights. The depositary will be the holder of the ordinary shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary and you, as an ADS holder, and all other persons indirectly holding ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs.

The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of ADR. For directions on how to obtain copies of those documents see "Where You Can Find More Information."

Dividends and Other Distributions

How will you receive dividends and other distributions on the ordinary shares?

The depositary has agreed to pay to ADS holders the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities, after deducting its fees and expenses. You will receive these distributions in proportion to the number of our ordinary shares your ADSs represent.

Cash.    The depositary will convert any cash dividend or other cash distribution we pay on the ordinary shares into U.S. Dollars, if it can do so on a reasonable basis and can transfer the U.S. Dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.

Before making a distribution, any withholding taxes, or other governmental charges that must be paid will be deducted. See "Taxation—United States Federal Income Taxation." It will distribute only whole

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U.S. Dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.

Ordinary shares.    The depositary may distribute additional ADSs representing any ordinary shares we distribute as a dividend or free distribution. The depositary will only distribute whole ADSs. It will try to sell ordinary shares which would require it to deliver a fractional ADS and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new ordinary shares. The depositary may sell a portion of the distributed ordinary shares sufficient to pay its fees and expenses in connection with that distribution.

Rights to purchase additional ordinary shares.    If we offer holders of our securities any rights to subscribe for additional ordinary shares or any other rights, the depositary may make these rights available to ADS holders. If the depositary decides it is not legal and practical to make the rights available but that it is practical to sell the rights, the depositary will use reasonable efforts to sell the rights and distribute the proceeds in the same way as it does with cash. The depositary will allow rights that are not distributed or sold to lapse. In that case, you will receive no value for them.

If the depositary makes rights available to ADS holders, it will exercise the rights and purchase the ordinary shares on your behalf. The depositary will then deposit the ordinary shares and deliver ADSs to the persons entitled to them. It will only exercise rights if you pay it the exercise price and any other charges the rights require you to pay.

U.S. securities laws may restrict transfers and cancellation of the ADSs represented by ordinary shares purchased upon exercise of rights. For example, you may not be able to trade these ADSs freely in the United States. In this case, the depositary may deliver restricted depositary shares that have the same terms as the ADSs described in this section except for changes needed to put the necessary restrictions in place.

Other Distributions.    The depositary will send to ADS holders anything else we distribute on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution.

The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, ordinary shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, ordinary shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our ordinary shares or any value for them if it is illegal or impractical for us to make them available to you.

Deposit, Withdrawal and Cancellation

How are ADSs issued?

The depositary will deliver ADSs if you or your broker deposits ordinary shares or evidence of rights to receive ordinary shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons that made the deposit.

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Except for ordinary shares deposited by us, the selling shareholders, the underwriters or their affiliates in connection with this offering, no shares will be accepted for deposit during a period of 180 days after the date of this prospectus.

How can ADS holders withdraw the deposited securities?

You may surrender your ADSs at the depositary's corporate trust office. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the ordinary shares and any other deposited securities underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian. Or, at your request, risk and expense, the depositary will deliver the deposited securities at its corporate trust office, if feasible.

How do ADS holders interchange between certificated ADSs and uncertificated ADSs?

You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated ADSs. Alternatively, upon receipt by the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to the ADS holder an ADR evidencing those ADSs.

Voting Rights

How do you vote?

ADS holders may instruct the depositary to vote the number of deposited ordinary shares their ADSs represent. The depositary will notify ADS holders of shareholders' meetings and arrange to deliver our voting materials to them if we ask it to. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by a date set by the depositary.

Otherwise, you won't be able to exercise your right to vote unless you withdraw the ordinary shares. However, you may not know about the meeting enough in advance to withdraw the ordinary shares.

The depositary will try, as far as practical, subject to the laws of England and of our Amended Articles or similar documents, to vote or to have its agents vote the ordinary shares or other deposited securities as instructed by ADS holders.

If the depositary does not receive voting instructions from you by the specified date, it will consider you to have authorized and directed it to give a discretionary proxy to a person designated by us to vote the number of deposited securities represented by your ADSs. The depositary will give a discretionary proxy in those circumstances to vote on all questions to be voted upon unless we notify the depositary that:

•

we do not wish to receive a discretionary proxy;

•

we think there is substantial shareholder opposition to the particular question; or

•

we think the particular question would have a adverse impact on our shareholders.

The depositary will only vote or attempt to vote as you instruct or as described above.

We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your ordinary shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote and there may be nothing you can do if your ordinary shares are not voted as you requested.

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In order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to deposited securities, if we request the depositary to act, we agree to give the depositary notice of any such meeting and details concerning the matters to be voted upon at least 30 days in advance of the meeting date.

Fees and Expenses

Persons depositing or withdrawing ordinary shares or ADS holders must pay:	For:
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)	Issuance of ADSs, including issuances resulting from a distribution of ordinary shares or rights or other property
	Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
$0.05 (or less) per ADS	Any cash distribution to ADS holders
A fee equivalent to the fee that would be payable if securities distributed to you had been ordinary shares and the ordinary shares had been deposited for issuance of ADSs	Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS holders
$0.05 (or less) per ADS per calendar year	Depositary services
Registration or transfer fees	Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw ordinary shares
Expenses of the depositary	Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)
	Converting foreign currency to U.S. dollars
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes	As necessary
Any charges incurred by the depositary or its agents for servicing the deposited securities	As necessary

The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide fee-generating services until its fees for those services are paid.

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Payment of Taxes

You will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs. The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs until such taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes.

Reclassifications, Recapitalizations and Mergers

If we:	Then:
Change the nominal or par value of our ordinary shares	The cash, ordinary shares or other securities received by the depositary will become deposited securities.

•

Reclassify, split up or consolidate any of the deposited securities $_$_DATA_CELL,7,2,1

Each ADS will automatically represent its pro rata share of the new deposited securities.

$_$_DATA_CELL,8,1,1

•

Distribute securities on the ordinary shares that are not distributed to you

•

Recapitalize, reorganize, merge, liquidate, sell all or substantially all of our assets, or take any similar action $_$_DATA_CELL,8,2,1

The depositary may, and will if we ask it to, distribute some or all of the cash, ordinary shares or other securities it received. It may also deliver new ADRs or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities.

Amendment and Termination

How may the deposit agreement be amended?

We may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.

How may the deposit agreement be terminated?

The depositary will terminate the deposit agreement at our direction by mailing notice of termination to the ADS holders then outstanding at least 30 days prior to the date fixed in such notice for such termination. The depositary may also terminate the deposit agreement by mailing notice of termination to us and the ADS holders if 60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment.

After termination, the depositary and its agents will only collect distributions on the deposited securities, sell rights and other property, and deliver ordinary shares and other deposited securities upon cancellation of ADSs. Four months after termination, the depositary may sell any remaining deposited securities by public or private sale. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement for the pro rata benefit of the ADS holders that have not surrendered their ADSs. It will not invest the money and has no liability for interest. The depositary's

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only obligations will be to account for the money and other cash. After termination our only obligations will be to indemnify the depositary and to pay fees and expenses of the depositary that we agreed to pay.

Limits on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs

The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the depositary:

•

are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith;

•

are not liable if we are or it is prevented or delayed by law or circumstances beyond our control from performing our or its obligations under the deposit agreement;

•

are not liable if we or it exercises discretion permitted under the deposit agreement;

•

are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement;

•

have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person; and

•

may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person.

In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.

Requirements for Depositary Actions

Before the depositary will deliver or register a transfer of an ADS, make a distribution on an ADS, or permit withdrawal of ordinary shares, the depositary may require:

•

payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any ordinary shares or other deposited securities;

•

satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and

•

compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.

The depositary may refuse to deliver ADSs or register transfers of ADSs generally when the transfer books of the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to do so.

Your Right to Receive the Ordinary Shares Underlying your ADSs

ADS holders have the right to cancel their ADSs and withdraw the underlying ordinary shares at any time except:

•

When temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of ordinary shares is blocked to permit voting at a shareholders' meeting; or (iii) we are paying a dividend on our ordinary shares.

•

When you owe money to pay fees, taxes and similar charges.

•

When it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities.

This right of withdrawal may not be limited by any other provision of the deposit agreement.

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Pre-release of ADSs

The deposit agreement permits the depositary to deliver ADSs before deposit of the underlying ordinary shares. This is called a pre-release of the ADSs. The depositary may also deliver ordinary shares upon cancellation of pre-released ADSs (even if the ADSs are canceled before the pre-release transaction has been closed out). A pre-release is closed out as soon as the underlying ordinary shares are delivered to the depositary. The depositary may receive ADSs instead of ordinary shares to close out a pre-release. The depositary may pre-release ADSs only under the following conditions: (1) before or at the time of the pre-release, the person to whom the pre-release is being made represents to the depositary in writing that (i) it or its customer owns the ordinary shares or ADSs to be deposited, (ii) it or its customer transfers all beneficial right, title and interest in the ordinary shares or ADSs to be deposited to the depositary for the benefit of the owners, and (iii) it will not take any action with respect to the ordinary shares or ADSs to be deposited that is inconsistent with the transfer of ownership (including, without the consent of the depositary, disposing of the ordinary shares or ADSs to be deposited other than in satisfaction of the pre-release); (2) the pre-release is fully collateralized with cash or other collateral that the depositary considers appropriate; and (3) the depositary must be able to close out the pre-release on not more than five business days' notice. In addition, the depositary will limit the number of ADSs that may be outstanding at any time as a result of pre-release, although the depositary may disregard the limit from time to time, if it thinks it is appropriate to do so.

Direct Registration System

In the deposit agreement, all parties to the deposit agreement acknowledge that the DRS and Profile Modification System, or Profile, will apply to uncertificated ADSs. DRS is the system administered by DTC pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic statements sent by the depositary to the registered holders of uncertificated ADSs. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of a registered holder of ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register that transfer.

In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary's reliance on and compliance with instructions received by the depositary through the DRS/Profile System and in accordance with the deposit agreement, shall not constitute negligence or bad faith on the part of the depositary.

Shareholder Communications; Inspection of Register of Holders of ADSs

The depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited securities that we make generally available to holders of deposited securities. The depositary will send you copies of those communications if we ask it to. You have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the ADSs.

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Shares and ADSs Eligible for Future Sale

Upon completion of this offering, we will have outstanding 10,750,000 ADSs representing approximately 38.3% of our ordinary shares in issue. All of the ADSs sold in this offering will be freely transferable by persons other than our "affiliates" without restriction or further registration under the Securities Act. Sales of substantial amounts of the ADSs in the public market could adversely affect prevailing market prices of the ADSs. Prior to this offering, there has been no public market for our ordinary shares or the ADSs, and while the ADSs have been approved for listing on the New York Stock Exchange, we cannot assure you that a regular trading market will develop in the ADSs. We do not expect that a trading market will develop for our ordinary shares not represented by the ADSs.

Lock-Up Agreements

In connection with this offering, we, each of our directors, members of our executive management board, the selling shareholders and certain other shareholders have entered into lock-up agreements described under "Underwriting" that restrict the sale of ordinary shares and ADSs from the date of the first public filing of this prospectus for up to 180 days after the date of this prospectus, subject to an extension in certain circumstances. After the expiration of the 180 day period, the ordinary shares or ADSs held by our directors, members of our executive management board, the selling shareholders and certain other shareholders may be sold subject to the restrictions under Rule 144 under the Securities Act or by means of registered public offerings.

Rule 144

In general, under Rule 144, a person (or persons whose shares are aggregated):

•

who is not considered to have been one of our affiliates at any time during the 90 days preceding a sale; and

•

who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than an affiliate, is entitled to sell his shares without restriction, subject to our compliance with the reporting obligations under the Exchange Act.

In general, under Rule 144, a person who is our affiliate and has beneficially owned ordinary shares for at least six months is entitled to sell within any three-month period a number of shares that does not exceed the greater of:

•

1.0% of the number of ordinary shares then outstanding, which is expected to compare to approximately 140,179 ordinary shares immediately after this offering; and

•

the average weekly trading volume of the ordinary shares on the New York Stock Exchange during the four calendar weeks preceding the filing of a notice on Form 144 in connection with the sale.

Any such sales by an affiliate are also subject to manner of sale provisions, notice requirements and our compliance with Exchange Act reporting obligations.

In addition, in each case, these shares would remain subject to lock-up arrangements and would only become eligible for sale when the lock-up period expires.

Regulation S

Regulation S under the Securities Act provides that shares owned by any person may be sold without registration in the United States, provided that the sale is effected in an offshore transaction and no directed selling efforts are made in the United States (as these terms are defined in Regulation S), subject to certain other conditions. In general, this means that our shares may be sold in some other manner outside the United States without requiring registration in the United States.

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Rule 701

In general, under Rule 701 of the Securities Act as currently in effect, each of our employees, consultants or advisors who purchases our ordinary shares from us in connection with a compensatory stock plan or other written agreement executed prior to the completion of this offering is eligible to resell such ordinary shares in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period, contained in Rule 144.

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Taxation

United States Federal Income Taxation

The following discussion describes the material U.S. federal income tax consequences to U.S. Holders (as defined below) under present law of an investment in the ADSs. This discussion is based on the tax laws of the United States in effect as of the date of this prospectus and on U.S. Treasury regulations in effect or, in some cases, proposed, as of the date of this prospectus, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax consequences described below.

This discussion applies only to U.S. Holders that acquire the ADSs in the initial offering and hold the ADSs as capital assets for U.S. federal income tax purposes. It does not purport to be a comprehensive description of all tax considerations that may be relevant to a decision to purchase the ADSs by any particular investor. In particular, this discussion does not address tax considerations applicable to a U.S. Holder that may be subject to special tax rules, including, without limitation, a dealer in securities or currencies, a trader in securities that elects to use a mark-to-market method of accounting for securities holdings, banks, thrifts, or other financial institutions, an insurance company, a tax-exempt organization, a person that holds the ADSs as part of a hedge, straddle or conversion transaction for tax purposes, a person whose functional currency for tax purposes is not the U.S. dollar, a person subject to the U.S. alternative minimum tax, or a person that owns or is deemed to own 10% or more of the company's voting stock. In addition, the discussion does not address tax consequences to an entity treated as a partnership for U.S. federal income tax purposes that holds the ADSs, or a partner in such partnership. The U.S. federal income tax treatment of each partner of such partnership generally will depend upon the status of the partner and the activities of the partnership. Prospective purchasers that are partners in a partnership holding the ADSs should consult their own tax advisers.

PROSPECTIVE PURCHASERS ARE URGED TO CONSULT THEIR TAX ADVISORS ABOUT THE APPLICATION OF THE U.S. FEDERAL INCOME TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE ADSs.

The discussion below of the U.S. federal income tax consequences to "U.S. Holders" will apply to you if you are a beneficial owner of ADSs and you are, for U.S. federal income tax purposes,

•

an individual who is a citizen or resident of the United States;

•

a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the United States, any state therein or the District of Columbia;

•

an estate whose income is subject to U.S. federal income taxation regardless of its source; or

•

a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

The discussion below assumes that the representations contained in the deposit agreement are true and that the obligations in the deposit agreement and any related agreement will be complied with in accordance with their terms. If you hold ADSs, you should be treated as the holder of the underlying ordinary shares represented by those ADSs for U.S. federal income tax purposes.

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Taxation of Dividends and Other Distributions on the ADSs

Subject to the passive foreign investment company rules discussed below, the gross amount of distributions made by us to you with respect to the ADSs will generally be includable in your gross income as dividend income on the date of receipt by the depositary, but only to the extent that the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent, if any, that the amount of the distribution exceeds our current and accumulated earnings and profits, it will be treated first as a tax-free return of your tax basis in your ADSs, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. We do not intend to calculate our earnings and profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that a distribution will generally be treated as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above. A dividend in respect of the ADSs will not be eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other U.S. corporations.

With respect to non-corporate U.S. Holders, including individual U.S. Holders, for taxable years beginning before January 1, 2013, dividends will generally be taxed at the lower capital gains rate applicable to qualified dividend income, provided that (1) the ADSs are readily tradable on an established securities market in the United States, or we are eligible for the benefits of an approved qualifying income tax treaty with the United States that includes an exchange of information program, (2) we are not a passive foreign investment company (as discussed below) for either our taxable year in which the dividend is paid or the preceding taxable year, (3) certain holding period requirements are met and (4) you are not under any obligation to make related payments with respect to positions in substantially similar or related property. Under U.S. Internal Revenue Service authority, common or ordinary shares, or ADSs representing such shares, are considered for purpose of clause (1) above to be readily tradable on an established securities market in the United States if they are listed on the New York Stock Exchange. You should consult your tax advisors regarding the availability of the lower rate for dividends paid with respect to the ADSs, including the effect of any change in law after the date of this prospectus.

Dividends generally will constitute foreign source income for foreign tax credit limitation purposes. However, if 50% or more of our stock is treated as held by U.S. persons, we will be treated as a "United States-owned foreign corporation." In that case, dividends may be treated for foreign tax credit limitation purposes as income from sources outside the United States to the extent attributable to our non-U.S. source earnings and profits, and as income from sources within the United States to the extent attributable to our U.S. source earnings and profits. We cannot assure you that we will not be treated as a United States-owned foreign corporation. If the dividends are taxed as qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will generally be limited to the gross amount of the dividend, multiplied by the reduced rate divided by the highest rate of tax normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by us with respect to the ADSs will generally constitute "passive category income."

Taxation of Dispositions of ADSs

Subject to the passive foreign investment company rules discussed below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of an ADS equal to the difference between the amount realized (in U.S. dollars) for the ADS and your tax basis (in U.S. dollars) in the ADS. The gain or loss will generally be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual U.S. Holder, who has held the ADS for more than one year, you will be eligible for reduced tax rates. The deductibility of capital losses is subject to limitations. Any such gain or loss that you recognize will generally be treated as United States source income or loss.

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Passive Foreign Investment Company

Special U.S. tax rules apply to companies that are considered to be passive foreign investment companies ("PFICs"). We will be classified as a PFIC in a particular taxable year if either

•

75% or more of our gross income for the taxable year is passive income; or

•

the average percentage (determined on the basis of a quarterly average) of the value of our assets that produce or are held for the production of passive income is at least 50%.

In making this determination, we will be treated as earning our proportionate share of any income and owning our proportionate share of any assets of any corporation in which we hold a 25% or greater interest. Under the PFIC rules, if we were considered a PFIC at any time that a U.S. Holder holds the ADSs, we would continue to be treated as a PFIC with respect to such holder's investment unless (i) we cease to be a PFIC and (ii) the U.S. Holder has made a "deemed sale" election under the PFIC rules. We expect to derive sufficient active revenues and to hold sufficient active assets, so that we will not be classified as a PFIC, but the PFIC tests must be applied each year, and it is possible that we may become a PFIC in a future year. In the event that, contrary to our expectation, we are classified as a PFIC in any year in which you hold the ADSs, and you do not make one of the elections described in the following paragraph, any gain recognized by you on a sale or other disposition (including a pledge) of the ADSs would be allocated ratably over your holding period for the ADSs. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed. Further, to the extent that any distribution received by you on your ADSs were to exceed 125% of the average of the annual distributions on the ADSs received during the preceding three years or your holding period, whichever is shorter, that distribution would be subject to taxation in the same manner as gain on the sale or other disposition of shares if we were a PFIC, described above. Classification as a PFIC may also have other adverse tax consequences, including, in the case of individuals, the denial of a step-up in the basis of your ADSs at death.

You can avoid the unfavorable rules described in the preceding paragraph by electing to mark your ADSs to market. If you make this mark-to-market election, you will be required in any year in which we are a PFIC to include as ordinary income the excess of the fair market value of your ADSs at year-end over your basis in those ADSs. In addition, the excess, if any, of your basis in the ADSs over the fair market value of your ADSs at year-end is deductible as an ordinary loss in an amount equal to the lesser of (i) the amount of the excess or (ii) the amount of the net mark-to-market gains that you have included in income in prior years. Any gain you recognize upon the sale of your ADSs will be taxed as ordinary income in the year of sale. If we are treated as a PFIC with respect to a U.S. Holder for any taxable year, the U.S. Holder will be deemed to own shares in any of our subsidiaries that are also PFICs. However, an election for mark-to-market treatment would likely not be available with respect to any such subsidiaries, and a U.S. Holder may continue to be subject to the PFIC rules with respect to its indirect interest in any investments held by the company that are treated as an equity interest in a PFIC for U.S. federal income tax purposes. You should consult your tax advisor as to the availability and desirability of a mark-to-market election, as well as the impact of such election on interests in any lower-tier PFICs.

You should consult your own tax advisor regarding the U.S. federal income tax considerations discussed above and the desirability of making a mark-to-market election.

If the Company is or becomes a PFIC, you should consult your tax advisors regarding any reporting requirements that may apply to you.

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Information Reporting and Backup Withholding

Dividend payments with respect to ADSs and proceeds from the sale, exchange or redemption of ADSs may be subject to information reporting to the U.S. Internal Revenue Service and possible U.S. backup withholding at a current rate of 28%. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification on U.S. Internal Revenue Service Form W-9. U.S. Holders should consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the U.S. Internal Revenue Service and furnishing any required information.

New Legislation

For taxable years beginning after March 18, 2010, new legislation requires certain U.S. Holders who are individuals to report information relating to an interest in the ADSs, subject to certain exceptions (including an exception for ADSs held in accounts maintained by certain financial institutions). You should consult your tax advisor regarding the effect, if any, of this legislation on your ownership and disposition of the ADSs.

United Kingdom Tax Considerations

The following is a general summary of certain U.K. tax considerations relating to the ownership and disposal of the ordinary shares or the ADSs. It is based on current U.K. tax law and published HM Revenue & Customs ("HMRC") practice as at the date of this prospectus, both of which are subject to change, possibly with retrospective effect.

Save as provided otherwise, this summary applies only to persons who are resident (and, in the case of individuals, ordinarily resident and domiciled) in the United Kingdom for tax purposes and who are not resident for tax purposes in any other jurisdiction and do not have a permanent establishment or fixed base in any other jurisdiction with which the holding of the ordinary shares or ADSs is connected ("U.K. Holders"). Persons (a) who are not resident or ordinarily resident (or, if resident or ordinarily resident, are not domiciled) in the United Kingdom for tax purposes, including those individuals and companies who trade in the United Kingdom through a branch, agency or permanent establishment in the United Kingdom to which the ordinary shares or the ADSs are attributable, or (b) who are resident or otherwise subject to tax in a jurisdiction outside the United Kingdom, are recommended to seek the advice of professional advisors in relation to their taxation obligations.

This summary is for general information only and is not intended to be, nor should it be considered to be, legal or tax advice to any particular investor. It does not address all of the tax considerations that may be relevant to specific investors in light of their particular circumstances or to investors subject to special treatment under U.K. tax law. In particular:

•

this summary only applies to the absolute beneficial owners of the ordinary shares or the ADSs and any dividends paid in respect of the ordinary shares where the dividends are regarded for U.K. tax purposes as that person's own income (and not the income of some other person);

•

this summary: (a) only addresses the principal U.K. tax consequences for investors who hold the ordinary share or ADSs as capital assets, (b) does not address the tax consequences which may be relevant to certain special classes of investor such as dealers, brokers or traders in shares or securities and other persons who hold the ordinary shares or ADSs otherwise than as an investment,

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(c) does not address the tax consequences for holders that are financial institutions, insurance companies, collective investment schemes, pension schemes, charities and tax-exempt organizations, (d) assumes that the holder is not an officer or employee of the company (or of any related company) and has not (and is not deemed to have) acquired the ordinary shares or ADSs by virtue of an office or employment, and (e) assumes that the holder does not control or hold (and is not deemed to control or hold), either alone or together with one or more associated or connected persons, directly or indirectly (including through the holding of the ADSs), an interest of 10% or more in the issued share capital (or in any class thereof), voting power, rights to profits or capital of the company, and is not otherwise connected with the company.

This summary further assumes that a holder of ADSs is, for U.K. tax purposes, absolutely beneficially entitled to the underlying ordinary shares and to the dividends on those ordinary shares.

POTENTIAL INVESTORS IN THE ADSs SHOULD SATISFY THEMSELVES PRIOR TO INVESTING AS TO THE OVERALL TAX CONSEQUENCES, INCLUDING, SPECIFICALLY, THE CONSEQUENCES UNDER U.K. TAX LAW AND HMRC PRACTICE OF THE ACQUISITION, OWNERSHIP AND DISPOSAL OF THE ORDINARY SHARES OR ADSs, IN THEIR OWN PARTICULAR CIRCUMSTANCES BY CONSULTING THEIR OWN TAX ADVISERS.

Taxation of dividends

Withholding Tax

Dividend payments in respect of the ordinary shares may be made without withholding or deduction for or on account of U.K. tax.

Income Tax

Dividends received by individual U.K. Holders will be subject to U.K. income tax on the full amount of the dividend paid, grossed up for the amount of the non-refundable U.K. dividend tax credit referred to below.

An individual holder of ordinary shares or ADSs who is not a U.K. Holder will not be chargeable to U.K. income tax on dividends paid by the company, unless such holder carries on (whether solely or in partnership) a trade, profession or vocation in the U.K. through a branch or agency in the United Kingdom to which the ordinary shares or ADSs are attributable. In these circumstances, such holder may, depending on his or her individual circumstances, be chargeable to U.K. income tax on dividends received from the company.

The rate of U.K. income tax which is chargeable on dividends received in the tax year 2011/2012 by (i) additional rate taxpayers is 42.5%, (ii) higher rate taxpayers is 32.5%, and (iii) basic rate taxpayers is 10%. Individual U.K. Holders will be entitled to a non-refundable tax credit equal to one-ninth of the full amount of the dividend received from the company, which will be taken into account in computing the gross amount of the dividend which is chargeable to U.K. income tax. The tax credit will be credited against such holder's liability (if any) to U.K. income tax on the gross amount of the dividend. After taking into account the tax credit, the effective rate of tax (i) for additional rate taxpayers will be approximately 36% of the dividend paid, (ii) for higher rate taxpayers will be 25% of the dividend paid, and (iii) for basic rate taxpayers will be nil. An individual holder who is not subject to U.K. income tax on dividends received from the company will not generally be entitled to claim repayment of the tax credit in respect of such dividends. An individual's dividend income is treated as the top slice of their total income which is chargeable to U.K. income tax.

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Corporation Tax

A U.K. Holder within the charge to U.K. corporation tax should generally be entitled to exemption from U.K. corporation tax in respect of dividend payments. If the conditions for the exemption are not satisfied, or such U.K. Holder elects for an otherwise exempt dividend to be taxable, U.K. corporation tax will be chargeable on the gross amount of any dividends. If potential investors are in any doubt as to their position, they should consult their own professional advisers.

A corporate holder of ordinary shares or ADSs that is not a U.K. Holder will not be subject to U.K. corporation tax on dividends received from the company, unless it carries on a trade in the United Kingdom through a permanent establishment to which the ordinary shares or ADSs are attributable. In these circumstances, such holder may, depending on its individual circumstances and if the exemption from U.K. corporation tax discussed above does not apply, be chargeable to U.K. corporation tax on dividends received from the company.

Taxation of disposals

U.K. Holders

A disposal or deemed disposal of ordinary shares or ADSs by an individual U.K. Holder may, depending on his or her individual circumstances, give rise to a chargeable gain or to an allowable loss for the purpose of U.K. capital gains tax. The principal factors that will determine the capital gains tax position on a disposal of ordinary shares or ADSs are the extent to which the holder realizes any other capital gains in the tax year in which the disposal is made, the extent to which the holder has incurred capital losses in that or any earlier tax year and the level of the annual allowance of tax-free gains in that tax year (the "annual exemption"). The annual exemption for the 2011/2012 tax year is £10,600. If, after all allowable deductions, an individual U.K. Holder's total taxable income for the year exceeds the basic rate income tax limit, a taxable capital gain accruing on a disposal of ordinary shares or ADSs will be taxed at 28%. In other cases, a taxable capital gain accruing on a disposal of ordinary shares or ADSs may be taxed at 18% or 28% or at a combination of both rates.

An individual U.K. Holder who ceases to be resident or ordinarily resident in the United Kingdom for a period of less than five years and who disposes of his or her ordinary shares or ADSs during that period of temporary non-residence may be liable to U.K. capital gains tax on a chargeable gain accruing on such disposal on his or her return to the United Kingdom (subject to available exemptions or reliefs).

A disposal of ordinary shares or ADSs by a corporate U.K. Holder may give rise to a chargeable gain or an allowable loss for the purpose of U.K. corporation tax. Such a holder should be entitled to an indexation allowance, which applies to reduce capital gains to the extent that such gains arise due to inflation. The allowance may reduce a chargeable gain but will not create an allowable loss.

Non-U.K. Holders

An individual holder who is not a U.K. Holder will not be liable to U.K. capital gains tax on capital gains realized on the disposal of his or her ordinary shares or ADSs unless such holder carries on (whether solely or in partnership) a trade, profession or vocation in the U.K. through a branch or agency in the United Kingdom to which the ordinary shares or ADSs are attributable. In these circumstances, such holder may, depending on his or her individual circumstances, be chargeable to U.K. capital gains tax on chargeable gains arising from a disposal of his or her ordinary shares or ADSs.

A corporate holder of ordinary shares or ADSs that is not a U.K. Holder will not be liable for U.K. corporation tax on chargeable gains realized on the disposal of its ordinary shares or ADSs unless it carries on a trade in the United Kingdom through a permanent establishment to which the ordinary shares or ADSs

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are attributable. In these circumstances, a disposal of ordinary shares or ADSs by such holder may give rise to a chargeable gain or an allowable loss for the purposes of U.K. corporation tax.

Any gains or losses in respect of currency fluctuations relating to the ADSs would be brought into account on the disposal.

Inheritance Tax

If for the purposes of the Taxes on Estates of Deceased Persons and on Gifts Treaty 1978 between the United States and the United Kingdom an individual holder is domiciled in the United States and is not a national of the United Kingdom, any ordinary shares or ADSs beneficially owned by that holder will not generally be subject to U.K. inheritance tax on that holder's death or on a gift made by that holder during his/her lifetime, provided that any applicable United States federal gift or estate tax liability is paid, except where (i) the ordinary shares or ADSs are part of the business property of a U.K. permanent establishment or pertain to a U.K. fixed base used for the performance of independent personal services; or (ii) the ordinary shares or ADSs are comprised in a settlement unless, at the time of the settlement, the settlor was domiciled in the United States and not a national of the United Kingdom.

Stamp Duty and Stamp Duty Reserve Tax

Issue and transfer of ordinary shares

No U.K. stamp duty or stamp duty reserve tax ("SDRT") is payable on the issue of the ordinary shares other than SDRT which may be payable on an issue to an issuer of depositary receipts, or its nominee or agent, (which would include an issue to the Depositary or to the custodian as nominee or agent for the Depositary) or a provider of clearance services or its nominee or agent.

Issues or transfers of ordinary shares to, or to a nominee or agent for, a person located outside the European Union whose business is or includes issuing depositary receipts (which will include an issue or transfer of ordinary shares to the Depositary or to the custodian as nominee or agent for the Depositary) or to, or to a nominee or agent for, a person located outside the European Union whose business is or includes the provision of clearance services, will generally be subject to stamp duty or SDRT at 1.5% of the amount or value of the consideration or, in certain circumstances, the value of the ordinary shares transferred or their issue price if they are issued. In practice this liability for stamp duty or SDRT is in general borne by such person depositing the relevant shares in the clearance service or depositary receipt scheme. As noted below in the section entitled "Expenses of the Offering," we will be responsible for payment of SDRT relating to our issue of ordinary shares to the Depositary or to the custodian as nominee or agent for the Depositary. It is expected that the selling shareholders will be responsible for payment of stamp duty or SDRT relating to their transfer of ordinary shares to the Depositary or to the custodian as nominee or agent for the Depositary.

The transfer on sale of ordinary shares by a written instrument of transfer will generally be liable to U.K. stamp duty at the rate of 0.5% of the amount or value of the consideration for the transfer. The purchaser normally pays the stamp duty.

An agreement to transfer ordinary shares will generally give rise to a liability on the purchaser to SDRT at the rate of 0.5% of the amount or value of the consideration. Such SDRT is payable on the seventh day of the month following the month in which the charge arises, but where an instrument of transfer is executed and duly stamped before the expiry of a period of six years beginning with the date of that agreement, (i) any SDRT that has not been paid ceases to be payable, and (ii) any SDRT that has been paid may be recovered from HMRC, generally with interest.

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Transfer of ADSs

No U.K. stamp duty will be payable on a written instrument transferring an ADS or on a written agreement to transfer an ADS provided that the instrument of transfer or the agreement to transfer is executed and remains at all times outside the United Kingdom. Where these conditions are not met, the transfer of, or agreement to transfer, an ADS could, depending on the circumstances, attract a charge to U.K. stamp duty at the rate of 0.5% of the value of the consideration.

No SDRT will be payable in respect of an agreement to transfer an ADS.

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Underwriting

Subject to the terms and conditions set forth in the underwriting agreement to be dated on or about               , 2011, among us, the selling shareholders and the underwriters named below, we and the selling shareholders have agreed to sell to the underwriters and the underwriters have severally agreed to purchase from us and the selling shareholders, the number of ADSs indicated in the table below:

Underwriters		Number of ADSs
Jefferies & Company, Inc.
Credit Suisse Securities (USA) LLC
KeyBanc Capital Markets Inc.
Dahlman Rose & Company, LLC
	Total

Jefferies & Company, Inc. and Credit Suisse Securities (USA) LLC are acting as joint book-running managers of this offering and as representatives of the underwriters named above.

The underwriting agreement provides that the obligations of the several underwriters are subject to certain conditions precedent such as the receipt by the underwriters of officers' certificates and legal opinions and approval of certain legal matters by their counsel. The underwriting agreement provides that the underwriters will purchase all of the ADSs if any of them are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriters may be increased or the underwriting agreement may be terminated. We and certain selling shareholders have agreed to indemnify the underwriters and certain of their controlling persons against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that the underwriters may be required to make in respect of those liabilities.

The underwriters have advised us that they currently intend to make a market in the ADSs. However, the underwriters are not obligated to do so and may discontinue any market-making activities at any time without notice. No assurance can be given as to the liquidity of the trading market for the ADSs.

The underwriters are offering the ADSs subject to their acceptance of the ADSs from us and the selling shareholders and subject to prior sale. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part. In addition, the underwriters have advised us that they do not intend to confirm sales to any account over which they exercise discretionary authority.

Commission and Expenses

The underwriters have advised us that they propose to offer the ADSs to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $          per ADS. The underwriters may allow, and certain dealers may reallow, a discount from the concession not in excess of $          per ADS to certain brokers and dealers. After the offering, the initial public offering price, concession and reallowance to dealers may be reduced by the representative. No such reduction will change the amount of proceeds to be received by us as set forth on the cover page of this prospectus.

The following table shows the public offering price, the underwriting discounts and commissions that we and the selling shareholders are to pay the underwriters and the proceeds, before expenses, to us and the

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selling shareholders in connection with this offering. Such amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase additional ADSs.

	Per ADS		Total
	Without Option to Purchase Additional ADSs	With Option to Purchase Additional ADSs	Without Option to Purchase Additional ADSs	With Option to Purchase Additional ADSs
Public offering price	$	$	$	$
Underwriting discounts and commissions paid by us	$	$	$	$
Proceeds to us, before expenses	$	$	$	$
Underwriting discounts and commissions paid by the selling shareholders	$	$	$	$
Proceeds to the selling shareholders, before expenses	$	$	$	$

We estimate expenses payable by us in connection with this offering, other than the underwriting discounts and commissions referred to above, will be approximately $               . We estimate expenses payable by the selling shareholders in connection with this offering, other than the underwriting discounts and commissions referred to above, will be approximately $               .

Determination of Offering Price

Prior to the offering, there has not been a public market for the ADSs. Consequently, the initial public offering price for the ADSs will be determined by negotiations between us and the underwriters. Among the factors to be considered in these negotiations will be prevailing market conditions, our financial information, market valuations of other companies that we and the underwriters believe to be comparable to us, estimates of our business potential, the present state of our development and other factors deemed relevant.

We offer no assurances that the initial public offering price will correspond to the price at which the ADSs will trade in the public market subsequent to the offering or that an active trading market for the ADSs will develop and continue after the offering.

Listing

We have applied to have the ADSs approved for listing on the New York Stock Exchange under the trading symbol "LXFR."

Option to Purchase Additional ADSs

The selling shareholders have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an aggregate of 1,612,500 additional ADSs from the selling shareholders at the public offering price set forth on the cover page of this prospectus, less underwriting discounts and commissions. If the underwriters exercise this option, each underwriter will be obligated, subject to specified conditions, to purchase a number of additional ADSs proportionate to that underwriter's initial purchase commitment as indicated in the table above.

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No Sales of Similar Securities

We, members of our executive management board, directors and certain holders of our outstanding ordinary shares or ADSs and other securities have agreed, subject to specified exceptions, not to directly or indirectly:

•

sell, offer, contract or grant any option to sell (including any short sale), pledge, transfer, establish an open "put equivalent position" within the meaning of Rule 16a-l(h) under the Exchange Act, or

•

otherwise dispose of any ADSs, ordinary shares, options or warrants to acquire ADSs or ordinary shares, or securities exchangeable or exercisable for or convertible into ADSs or ordinary shares currently or hereafter owned either of record or beneficially, or

•

publicly announce an intention to do any of the foregoing from the date of the first public filing of this prospectus until the date that is 180 days after the date of this prospectus without the prior written consent of Jefferies & Company, Inc. and Credit Suisse Securities (USA) LLC.

This restriction terminates after the close of trading of the ADSs on and including the 180 days after the date of this prospectus. However, subject to certain exceptions, in the event that either:

•

during the last 17 days of the restricted period, we issue an earnings release or material news or a material event relating to us occurs, or

•

prior to the expiration of the restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the restricted period,

then in either case the expiration of the restricted period will be extended until the expiration of the 18-day period beginning on the date of the issuance of an earnings release or the occurrence of the material news or event, as applicable, unless Jefferies & Company, Inc. and Credit Suisse Securities (USA) LLC waive, in writing, such an extension.

Jefferies & Company, Inc. and Credit Suisse Securities (USA) LLC may, in their sole discretion and at any time or from time to time before the termination of the 180-day period, without public notice, release all or any portion of the securities subject to lock-up agreements. There are no existing agreements between the underwriters and any of our shareholders who will execute a lock-up agreement, providing consent to the sale of ADSs prior to the expiration of the lock-up period.

Stabilization

The underwriters have advised us that, pursuant to Regulation M under the Exchange Act, certain persons participating in the offering may engage in transactions, including overallotment, stabilizing bids, syndicate covering transactions or the imposition of penalty bids, which may have the effect of stabilizing or maintaining the market price of the ADSs at a level above that which might otherwise prevail in the open market. Overallotment involves syndicate sales in excess of the offering size, which creates a syndicate short position.

"Covered" short sales are sales made in an amount not greater than the underwriters' option to purchase additional ADSs in this offering. The underwriters may close out any covered short position by either exercising their option to purchase additional ADSs or purchasing ADSs in the open market. In determining the source of ADSs to close out the covered short position, the underwriters will consider, among other things, the price of ADSs available for purchase in the open market as compared to the price at which they may purchase ADSs through the option to purchase additional ADSs.

"Naked" short sales are sales in excess of the option to purchase additional ADSs. The underwriters must close out any naked short position by purchasing ADSs in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the ADSs in the open market after pricing that could adversely affect investors who purchase in this offering.

188

A stabilizing bid is a bid for the purchase of ADSs on behalf of the underwriters for the purpose of fixing or maintaining the price of the ADSs. A syndicate covering transaction is the bid for or the purchase of ADSs on behalf of the underwriters to reduce a short position incurred by the underwriters in connection with the offering. A penalty bid is an arrangement permitting the underwriters to reclaim the selling concession otherwise accruing to a syndicate member in connection with the offering if the ADSs originally sold by such syndicate member are purchased in a syndicate covering transaction and therefore have not been effectively placed by such syndicate member.

None of we, the selling shareholders or any of the underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the ADSs. The underwriters are not obligated to engage in these activities and, if commenced, any of the activities may be discontinued at any time.

Electronic Distribution

A prospectus in electronic format may be made available by e-mail or on the web sites or through online services maintained by one or more of the underwriters or their affiliates. In those cases, prospective investors may view offering terms online and may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of ADSs for sale to online brokerage account holders. Any such allocation for online distributions will be made by the underwriters on the same basis as other allocations. Other than the prospectus in electronic format, the information on the underwriters' web sites and any information contained in any other web site maintained by any of the underwriters is not part of this prospectus, has not been approved and/or endorsed by us or the underwriters and should not be relied upon by investors.

Affiliations and Conflicts of Interest

The underwriters and certain of their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The underwriters and certain of their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the issuer, for which they received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the underwriters and certain of their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of the issuer. The underwriters and certain of their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Selling Restrictions

European Economic Area.    In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date"), an offer to the public of any ADSs which are the subject of the offering contemplated by this prospectus supplement may not be made in that Relevant Member State except that an offer to the public in that Relevant Member State of any ADSs may be made at any time with effect

189

from the Relevant Implementation Date under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

(a)  to legal entities which are qualified investors as defined in the Prospectus Directive;

(b)  to fewer than 100, or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or

(c)  in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of the ADSs shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

Each person in a Relevant Member State who receives any communication in respect of, or who acquires any ADSs under, the offers contemplated in this prospectus supplement will be deemed to have represented, warranted, undertaken and agreed to and with each underwriter and us that:

(a)  it is a qualified investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive; and

(b)  in the case of any ADSs acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the ADSs acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State, in circumstances which may give rise to an offer of ADSs to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to such proposed offer or resale.

Each underwriter and we and our respective affiliates will rely on the truth and accuracy of the foregoing representation, warranty, agreement and undertaking.

For the purposes of this provision, the expression an "offer to the public" in relation to any ADSs in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any ADSs to be offered so as to enable an investor to decide to purchase any ADSs, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

Switzerland.    The ADSs offered pursuant to this document will not be offered, directly or indirectly, to the public in Switzerland and this document does not constitute a public offering prospectus as that term is understood pursuant to art. 652a or art. 1156 of the Swiss Federal Code of Obligations. We have not applied for a listing of the ADSs being offered pursuant to this prospectus supplement on the SWX Swiss Exchange or on any other regulated securities market, and consequently, the information presented in this document does not necessarily comply with the information standards set out in the relevant listing rules. The ADSs being offered pursuant to this prospectus supplement have not been registered with the Swiss Federal Banking Commission as foreign investment funds, and the investor protection afforded to acquirers of investment fund certificates does not extend to acquirers of ADSs.

Investors are advised to contact their legal, financial or tax advisers to obtain an independent assessment of the financial and tax consequences of an investment in ADSs.

190

Expenses of the Offering

We estimate that the expenses payable by us in connection with this offering, other than underwriting discounts, will be as follows:

		Amount
		($)
Expenses:
SEC registration fee			21,252
FINRA filing fee			18,544
New York Stock Exchange listing fee			125,000
Printing and engraving expenses			230,000
Legal fees and expenses			1,400,000
Accounting fees and expenses			300,000
Road show expenses			250,000
Depositary expenses			20,000
Stamp duty reserve tax			1,800,000
Miscellaneous costs			460,204
	Total		4,625,000

We anticipate that the total underwriting discount on shares offered by us in the offering will be approximately $7,875,000, or 7% of the gross proceeds to us of the offering.

All amounts in the table are estimates except the SEC registration fee, the New York Stock Exchange listing fee and the FINRA filing fee.

Legal Matters

The validity of our ordinary shares and certain matters governed by English law will be passed on for us by Cleary Gottlieb Steen & Hamilton LLP, our English counsel, and for the underwriters by Latham & Watkins LLP, English counsel for the underwriters.

The validity of the ADSs and certain other matters governed by U.S. federal and New York state law will be passed on for us by Cleary Gottlieb Steen & Hamilton LLP, our U.S. counsel, and for the underwriters by Latham & Watkins LLP, U.S. counsel for the underwriters.

Experts

The consolidated financial statements of Luxfer Holdings PLC as of December 31, 2010 and 2009 and January 1, 2009 and for each of the years ended December 31, 2010, 2009 and 2008 appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

191

Service of Process and Enforcement of Judgments

We are incorporated under the laws of England and Wales. Many of our directors and officers reside outside the United States, and a substantial portion of our assets and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may be difficult for you to serve legal process on us or our directors and executive officers (as well as certain directors, managers and executive officers of the finance subsidiaries) or have any of them appear in a U.S. court.

We intend to appoint Corporation Service Company as our authorized agent upon whom process may be served in any action instituted in any U.S. federal or state court having subject matter jurisdiction in the Borough of Manhattan in New York, New York, arising out of or based upon the ADSs or the underwriting agreement related to the ADSs.

Cleary Gottlieb Steen & Hamilton LLP, our English solicitors, has advised us that there is some doubt as to the enforceability in the United Kingdom, in original actions or in actions for enforcement of judgments of U.S. courts, of civil liabilities based solely on the federal securities laws of the United States. In addition, awards for punitive damages in actions brought in the United States or elsewhere may be unenforceable in the United Kingdom. An award for monetary damages under the U.S. securities laws would be considered punitive if it does not seek to compensate the claimant for loss or damage suffered and is intended to punish the defendant. The enforceability of any judgment in the United Kingdom will depend on the particular facts of the case as well as the laws and treaties in effect at the time. The United States and the United Kingdom do not currently have a treaty providing for recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters.

192

Where You Can Find More Information

We have filed with the SEC a registration statement on Form F-1, including amendments and relevant exhibits and schedules, under the Securities Act covering the ADSs to be sold in this offering. This prospectus, which constitutes a part of the registration statement, summarizes material provisions of contracts and other documents that we refer to in the prospectus. Since this prospectus does not contain all of the information contained in the registration statement, you should read the registration statement and its exhibits and schedules for further information with respect to us and the ADSs. You may review and copy the registration statement, reports and other information we file at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. You may also request copies of these documents upon payment of a duplicating fee by writing to the SEC. For further information on the public reference facility, please call the SEC at 1-800-SEC-0330. Our SEC filings, including the registration statement, are also available to you on the SEC's Web site at http://www.sec.gov.

Immediately upon completion of this offering, we will become subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Our annual reports on Form 20-F for the year ended December 31, 2011 and subsequent years will be due four months following the fiscal year end. We are not required to disclose certain other information that is required from U.S. domestic issuers. Also, as a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing of proxy statements to shareholders and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

As a foreign private issuer, we are also exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. We are, however, still subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5. Since many of the disclosure obligations required of us as a foreign private issuer are different than those required by other U.S. domestic reporting companies, our shareholders, potential shareholders and the investing public in general should not expect to receive information about us in the same amount and at the same time as information is received from, or provided by, U.S. domestic reporting companies. We are liable for violations of the rules and regulations of the SEC, which do apply to us as a foreign private issuer.

193

Index to the Financial Statements

	Page
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Income Statement for the years ended 31 December 2010, 2009 and 2008	F-3
Consolidated Statement of Comprehensive Income for the years ended 31 December 2010, 2009 and 2008	F-4
Consolidated Balance Sheet as of 31 December 2010, 2009 and 1 January 2009	F-5
Consolidated Cash Flow Statement for the years ended 31 December 2010, 2009 and 2008	F-6
Consolidated Statement of Changes in Equity for the years ended 31 December 2010, 2009 and 2008	F-7
Notes to the Consolidated Financial Statements	F-8

F-1

Luxfer Holdings PLC

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Luxfer Holdings PLC

We have audited the accompanying consolidated balance sheets of Luxfer Holdings PLC (the "Company") as of January 1, 2009, December 31, 2009 and December 31, 2010, and the related consolidated income statements, consolidated statements of comprehensive income, consolidated cash flow statements and consolidated statements of changes in equity for each of the three years in the period ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Luxfer Holdings PLC at January 1, 2009, December 31, 2009 and December 31, 2010, and the consolidated results of its operations and cash flows for each of the three years in the period ended December 31, 2010, in conformity with International Financial Reporting Standards as adopted by the International Accounting Standards Board.

As discussed in Note 1 to the consolidated financial statements, the company has elected to change its presentational currency from pounds sterling to US dollars effective January 1, 2009.

/s/ Ernst & Young LLP

Manchester, England
August 12, 2011

F-2

Luxfer Holdings PLC
Consolidated Income Statement
All amounts in millions except share and per share amounts

			Notes	2010		2009		2008
				($ millions)
CONTINUING OPERATIONS
REVENUE			2	$402.7		$371.3		$475.9
Cost of sales				(305.1	)	(295.7	)	(381.8	)
Gross profit				97.6		75.6		94.1
Other income				0.1		0.1		0.5
Distribution costs				(7.4	)	(6.8	)	(8.3	)
Administrative expenses				(44.5	)	(40.4	)	(44.4	)
Share of start-up costs of joint venture			13	(0.1	)	(0.1	)	—
Restructuring and other expense			4	(0.8	)	(1.1	)	(3.2	)
OPERATING PROFIT			3	$44.9		$27.3		$38.7
Other income (expense):
	Acquisition costs		4	—		(0.5	)	—
	Disposal costs of intellectual property		4	(0.4	)	—		—
	Finance income:
		Interest received	6	0.2		0.2		0.3
		Gain on purchase of own debt	4, 6	0.5		—		—
	Finance costs
		Interest costs	7	(9.6	)	(11.8	)	(17.7	)
PROFIT ON OPERATIONS BEFORE TAXATION				35.6		15.2		21.3
Tax expense			8	(9.9	)	(5.7	)	(8.2	)
PROFIT FOR THE YEAR				25.7		9.5		13.1
Attributable to:
Equity shareholders				25.7		9.5		12.9
Non-controlling interests				—		—		0.2
Earnings per share:
Basic
Unadjusted			9	$2.61		$0.97		$1.31
Diluted
Unadjusted			9	$2.59		$0.96		$1.30

F-3

Luxfer Holdings PLC
Consolidated Statement of Comprehensive Income
All amounts in millions

	Notes	2010		2009		2008
		($ millions)
Profit for the year		$25.7		$9.5		$13.1
Other comprehensive income movements:
Exchange differences on translation of foreign operations		0.2		(2.2	)	13.8
Fair value movements in cash flow hedges		(0.2	)	2.9		(3.6	)
Transfers to income statement on cash flow hedges		0.5		1.8		0.5
Exchange differences on translation of hedging reserve		—		(0.2	)	0.3
Hedge accounting income adjustments		0.3		4.5		(2.8	)
Actuarial gains/(losses) on defined benefit retirement plan	27	4.4		(10.1	)	(49.9	)
Deferred tax on items taken to other comprehensive income	21	(1.3	)	1.4		15.0
Retirement benefit expenses		3.1		(8.7	)	(34.9	)
Total other comprehensive income movements for the year		3.6		(6.4	)	(23.9	)
Total comprehensive income for the year		$29.3		$3.1		$(10.8	)
Attributed to:
Non-controlling interests		—		—		0.2
Equity shareholders		$29.3		$3.1		$(11.0	)

F-4

Luxfer Holdings PLC
Consolidated Balance Sheet
All amounts in millions

	Notes	31 December 2010		31 December 2009		1 January 2009
		($ millions)
ASSETS
Non-current assets
Property, plant and equipment	10	$108.5		$108.9		$105.5
Intangible assets	11	37.2		38.7		35.3
Investments	13	0.4		0.4		0.2
Deferred tax assets	21	9.7		11.6		11.8
Other non-current assets	22	1.5		2.4		2.8
		$157.3		$162.0		$155.6
Current assets
Inventories	14	77.1		57.9		86.6
Trade and other receivables	15	51.6		50.9		53.7
Income tax receivable		0.3		—		—
Cash and short term deposits	16	10.3		2.9		2.9
		139.3		111.7		143.2
TOTAL ASSETS		$296.6		$273.7		$298.8
EQUITY AND LIABILITES
Capital and reserves attributable to the Group's equity holders
Ordinary share capital	17	$19.6		$19.6		$19.6
Deferred share capital	17	150.9		150.9		150.9
Retained earnings	18	255.0		226.2		225.4
Own shares held by ESOP	17	(0.6	)	(0.8	)	(0.8	)
Hedging reserve	18	0.1		(0.2	)	(4.7	)
Translation reserve	18	(26.0	)	(26.2	)	(24.0	)
Merger reserve	18	(333.8	)	(333.8	)	(333.8	)
Equity attributable to the equity holders of the parent		65.2		35.7		32.6
Non-controlling interests		—		—		1.4
Total equity		$65.2		$35.7		$34.0
Non-current liabilities
Bank and other loans	19	—		10.1		—
Senior loan Notes due 2012	19	106.3		115.8		104.7
Retirement benefits	27	41.2		53.1		42.0
Preference shares	17	0.1		0.1		0.1
Provisions	20	2.8		4.0		2.5
Deferred tax liabilities	21	0.2		0.2		0.6
		$150.6		$183.3		$149.9
Current liabilities
Bank and other loans	19	9.6		—		39.3
Trade and other payables	23	67.4		52.3		68.5
Current income tax liabilities		1.3		0.2		1.6
Provisions	20	2.5		2.2		5.5
		80.8		54.7		114.9
Total liabilities		$231.4		$238.0		$264.8
TOTAL EQUITY AND LIABILITES		$296.6		$273.7		$298.8

F-5

Luxfer Holdings PLC
Consolidated Cash Flow Statement
All amounts in millions

			Notes	2010		2009		2008
				($ millions)
RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITES
Profit for the year				$25.7		$9.5		$13.1
Adjustments to reconcile net profit for the year to net cash from operating activities:
	Depreciation and amortization			13.8		13.7		14.7
	Loss on disposal of property, plant and equipment		3	0.7		0.1		0.9
	Gain on purchase of own debt		19	(0.5	)	—		—
	Net finance costs			9.4		11.6		17.4
	Disposal costs of intellectual property		4	0.4		—		—
	Share of start-up costs of joint venture		13	0.1		0.1		—
	Deferred income taxes		21	0.4		1.7		2.6
	Changes in operating assets and liabilities:
		(Increase)/decrease in receivables		(1.9	)	5.1		(2.2	)
		(Increase)/decrease in inventories		(20.2	)	31.1		(13.8	)
		Increase/(decrease) in payables		16.5		(13.2	)	8.0
		Movement in retirement benefit obligations	27	(6.7	)	(0.6	)	(4.8	)
		Decrease in provisions	20	(0.7	)	(2.2	)	(2.6	)
		Increase/(decrease) in income taxes payable/receivable		0.8		(1.4	)	2.0
NET CASH FLOWS FROM OPERATING ACTIVITIES				$37.8		$55.5		$35.3
Net cash inflow from continuing operating activities				37.9		55.2		35.7
Net cash (outflow)/inflow from discontinued operating activities				(0.1	)	0.3		(0.4	)
CASH FLOWS FROM INVESTING ACTIVITES
Purchases of property, plant and equipment				$(15.9	)	$(12.5	)	$(20.9	)
Purchases of intangible fixed assets				—		—		(0.5	)
Proceeds on disposal of property, plant and equipment (net of costs)				—		0.2		0.4
Investment in joint venture			13	(0.1	)	(0.3	)	—
Proceeds from sale of business (net of costs)			22	0.8		0.7		6.4
Purchases of business (net of costs)				—		—		(0.4	)
Disposal costs of intellectual property			4	(0.4	)	—		—
NET CASH USED IN INVESTING ACTIVITIES				$(15.6	)	$(11.9	)	$(15.0	)
NET CASH FLOW BEFORE FINANCING				$22.2		$43.6		$20.3
FINANCING ACTIVITES
Interest paid on banking facilities				$(1.3	)	$(1.3	)	$(2.4	)
Interest paid on Senior Notes due 2012				(7.1	)	(10.9	)	(14.7	)
Interest received on Loan Note				0.2		0.2		—
Renewal of banking facility—financing costs			19	(0.2	)	(2.0	)	—
Payments to acquire non-controlling interests			29	—		(1.4	)	—
Purchase of shares from ESOP			17	0.2		—		—
Repayments of banking facilities				(1.4	)	(28.3	)	(4.8	)
Purchase of Senior Notes due 2012			19	(5.0	)	—		—
NET CASH FLOWS FROM FINANCING ACTIVITIES				$(14.6	)	$(43.7	)	$(21.9	)
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS				$7.6		$(0.1	)	$(1.6	)
Net increase/(decrease) in cash and cash equivalents				7.6		(0.1	)	(1.6	)
Net foreign exchange difference				(0.2	)	0.1		0.1
Cash and cash equivalents at 1 January			16	2.9		2.9		4.4
Cash and cash equivalents at 31 December			16	$10.3		$2.9		$2.9

F-6

Luxfer Holdings PLC
Consolidated Statement of Changes in Equity
All amounts in millions

			Equity attributable to the equity holders of the parent
	Notes		Ordinary share capital	Deferred share capital	Retained earnings		Own shares held by ESOP		Other reserves(1)		Total		Non- controlling interests		Total equity
			($ millions)
At 1 January 2008			$19.6	$150.9	$247.4		$(0.8	)	$(373.5	)	$43.6		$1.2		$44.8
Profit for the year			—	—	12.9		—		—		12.9		0.2		13.1
Currency translation differences			—	—	—		—		14.1		14.1		—		14.1
Increase in fair value of cash flow hedges			—	—	—		—		(3.6	)	(3.6	)	—		(3.6	)
Transfer to income statement on cash flow hedges			—	—	—		—		0.5		0.5		—		0.5
Actuarial gains and losses on pension plans			—	—	(49.9	)	—		—		(49.9	)	—		(49.9	)
Deferred tax on items taken to other comprehensive income			—	—	15.0		—		—		15.0		—		15.0
Total comprehensive income for the year			—	—	(22.0	)	—		11.0		(11.0	)	0.2		(10.8	)
At 31 December 2008			$19.6	$150.9	$225.4		$(0.8	)	$(362.5	)	$32.6		$1.4		$34.0
Profit for the year			—	—	9.5		—		—		9.5		—		9.5
Currency translation differences			—	—	—		—		(2.4	)	(2.4	)	—		(2.4	)
Decrease in fair value of cash flow hedges			—	—	—		—		2.9		2.9		—		2.9
Transfer to income statement on cash flow hedges			—	—	—		—		1.8		1.8		—		1.8
Actuarial gains and losses on pension plans			—	—	(10.1	)	—		—		(10.1	)	—		(10.1	)
Deferred tax on items taken to other comprehensive income			—	—	1.4		—		—		1.4		—		1.4
Total comprehensive income for the year			—	—	0.8		—		2.3		3.1		—		3.1
Payments to acquire non-controlling interests	29		—	—	—		—		—		—		(1.4	)	(1.4	)
Other changes in equity in the year			—	—	—		—		—		—		(1.4	)	(1.4	)
At 31 December 2009			$19.6	$150.9	$226.2		$(0.8	)	$(360.2	)	$35.7		—		$35.7
Profit for the year			—	—	25.7		—		—		25.7		—		25.7
Currency translation differences			—	—	—		—		0.2		0.2		—		0.2
Increase in fair value of cash flow hedges			—	—	—		—		(0.2	)	(0.2	)	—		(0.2	)
Transfer to income statement on cash flow hedges			—	—	—		—		0.5		0.5		—		0.5
Actuarial gains and losses on pension plans			—	—	4.4		—		—		4.4		—		4.4
Deferred tax on items taken to other comprehensive income			—	—	(1.3	)	—		—		(1.3	)	—		(1.3	)
Total comprehensive income for the year			—	—	$28.8		—		$0.5		$29.3		—		$29.3
Purchase of shares from ESOP	17 (c	)	—	—	—		0.2		—		0.2		—		0.2
Other changes in equity in the year			—	—	—		0.2		—		0.2		—		0.2
At 31 December 2010			$19.6	$150.9	$255.0		$(0.6	)	$(359.7	)	$65.2		—		$65.2

(1)

Other reserves include a hedging reserve of $0.1 million (2009: loss of $0.2 million and 2008: loss of $4.7 million), a translation reserve of $26.0 million (2009: $26.2 million and 2008: $24.0 million) and a merger reserve of $333.8 million (2009 and 2008: $333.8 million).

F-7

Luxfer Holdings PLC


Notes to the Consolidated Financial Statements


(Dollars in millions)

1. Accounting policies

Basis of consolidation

The consolidated financial statements comprise the financial statements of Luxfer Holdings PLC and its subsidiaries (the "Group") as at 31 December each year. The financial statements consolidated of the subsidiaries are prepared for the same reporting year as the parent company, using consistent accounting policies. All inter-company balances and transactions, including unrealised profits arising from intra-group transactions, have been eliminated in full.

Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group.

The accounting policies which follow set out those polices which apply in preparing the financial statements for the years ended 31 December 2008, 31 December 2009 and 31 December 2010.

Basis of preparation and statement of compliance with IFRS

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union as they apply to the financial statements of the Group for the year ended 31 December 2010. The consolidated financial statements have been prepared on a historical cost basis, except for derivative financial instruments which have been measured at fair value. The consolidated financial statements also comply fully with IFRSs as issued by the International Accounting Standards Board as they apply to the financial statements of the Group for the year ended 31 December 2010.

Change in presentation currency

The Group has made a voluntary change in its presentation currency from pound sterling to US dollars. The change in presentation currency to US dollars more closely aligns the consolidated financial statements and results with the international nature of the Group's operations, the relative size of its US operating business and use of US dollars in cross border sales and purchase transactions by other Group operations. The functional currency of the holding company Luxfer Holdings PLC and its UK subsidiaries remains pound sterling, being the most appropriate currency for those particular operations.

The consolidated financial statements included as part of this registration statement are presented in US dollars and all values are rounded to the nearest $0.1 million except when otherwise indicated. The books of the Group's non-US entities are converted to US dollars at each reporting period date in accordance with the accounting policy below.

Business combinations and goodwill

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree. The choice of measurement of non-controlling interest, either at fair value or at the proportionate share of the acquiree's identifiable net assets is determined on a transaction by transaction basis. Acquisition costs incurred are expensed and included in administrative expenses.

F-8

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

1. Accounting policies (Continued)

Goodwill is initially measured at cost being the excess of the aggregate of the acquisition-date fair value of the consideration transferred and the amount recognised for the non-controlling interest over the net identifiable amounts of the assets acquired and the liabilities assumed in exchange for the business combination. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to the Group's cash generating units that are expected to benefit from the combination. Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the cash generating unit retained.

Goodwill arising on acquisitions before the date of transition to IFRS has been retained at the previous UK GAAP amounts subject to being tested for impairment at that date.

Patents

Patents are measured initially at purchase cost and are amortised on a straight-line basis over the lower of their estimated useful lives, or legal life, this being 17 to 20 years. The carrying values are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Reviews are made annually of the estimated remaining lives and residual values of the patents and trademarks.

Revenue

Revenue excludes inter-company sales and value added tax and represents net invoice value less estimated rebates, returns and settlement discounts. Revenue is recognised on the sale of goods and services when the significant risks and rewards of ownership of those goods and services have been transferred to a third party, which would normally be at the point of dispatch.

F-9

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

1. Accounting policies (Continued)

Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and any impairment in value. Depreciation is initially calculated on a straight-line basis over the estimated useful life of the particular asset. As a result of the complexity of our manufacturing process, there is a wide range of plant and equipment in operation. The rate of annual charge is summarized as follows:

Freehold buildings	3% – 10%
Leasehold land and buildings	The lesser of life of lease or freehold rate
Plant and equipment	4% – 30%
Including:
Heavy production equipment (including casting, rolling, extrusion and press equipment)	4% – 6%
Chemical production plant and robotics	10% – 15%
Other production machinery	10% – 20%
Furniture, fittings, storage and equipment	10% – 30%

Freehold land is not depreciated.

Reviews are made annually of the estimated remaining lives and residual values of individual productive assets, taking account of commercial and technological obsolescence as well as normal wear and tear.

For any individual asset the carrying value is reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. If any such indication exists and where the carrying value exceeds the estimated recoverable amount, the asset is written down to its recoverable amount. The recoverable amount of property, plant and equipment is the greater of the net selling price and the value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Impairment losses are recognised in the income statement as part of the profit or loss before tax and interest.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the income statement in the year the item is derecognised.

F-10

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

1. Accounting policies (Continued)

Inventories

Inventories are stated at the lower of cost and net realisable value. Raw materials are valued on a first-in, first-out basis. In the Elektron division rare earth chemicals inventories are valued on an average cost basis. Work in progress and finished goods costs comprise direct materials and, where applicable, direct labour costs, an apportionment of production overheads and any other costs that have been incurred in bringing the inventories to their present location and condition. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

Research and development

Research expenditure is written off as incurred. Internal development expenditure is charged to the income statement in the year it is incurred unless it meets the recognition criteria of IAS 38 "Intangible Assets". Regulatory and other uncertainties generally mean that such criteria are not usually met. Where, however, the recognition criteria are met, intangible assets are capitalised and amortised over their useful economic lives from product launch. Intangible assets relating to products in development are subject to impairment testing at each balance sheet date or earlier upon indication of impairment.

Foreign currencies

Transactions in currencies other than an operation's functional currency are initially recorded in the functional currency at the rate of exchange prevailing on the dates of transactions. At each balance sheet date, monetary assets and liabilities of the foreign entities are translated into US dollars at the rates prevailing on the balance sheet date. All differences are taken to the consolidated income statement with the exception of differences on foreign currency borrowings that provide a hedge against a net investment in a foreign entity. These are taken directly to equity until the disposal of the net investment, at which time they are recognised in the consolidated income statement. Tax charges and credits attributable to exchange differences on those borrowings are also dealt with in equity.

On consolidation, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period. Exchange differences that arise, if any, are classified as equity and transferred to the Group's translation reserve. Such translation differences are recognised in the income statement in the period in which the operation is disposed.

Income tax

Deferred income tax is the future corporation tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred income tax liabilities are generally recognised for all taxable temporary differences. Deferred income tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a

F-11

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

1. Accounting policies (Continued)

business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

Deferred income tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, investments in associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of a deferred income tax asset is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred income tax is calculated at the tax rate that is expected to apply in the period when the liability is settled or the asset is realised based on tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date. Deferred income tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred income tax is also dealt with in equity.

Leases

Finance leases, which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased items, are capitalised as a fixed asset at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments.

The capital element of the leasing commitment is shown as obligations under finance leases. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income. Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset or the lease term.

Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases. Operating lease payments are recognised as an expense in the income statement on a straight-line basis over the lease term.

Retirement benefit costs

In respect of defined benefit plans, obligations are measured at discounted present value whilst plan assets are recorded at fair value. The cost of providing benefits is determined using the Projected Unit Method, with actuarial valuations being carried out at each balance sheet date. The charge to the income statement is based on an actuarial calculation of the Group's portion of the annual expected costs of the benefit plans, based on a series of actuarial assumptions which include an estimate of the regular service costs, the liability discount rate and the expected return on assets.

When a settlement or curtailment occurs the obligation and related plan assets are re-measured using current actuarial assumptions and the resultant gain or loss recognised in the income statement in the period in which the settlement or curtailment occurs.

F-12

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

1. Accounting policies (Continued)

Actuarial gains and losses are recognised immediately in the statement of comprehensive income.

Payments to defined contribution plans are charged as an expense as they fall due.

Government grants

Government grants relating to property, plant and equipment are treated as deferred income and released to the income statement over the expected useful lives of the asset concerned.

Provisions

Provisions are recognised when the Group has a present obligation as a result of a past event, it is probable that a transfer of resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise cash at bank and in hand and short-term deposits with an original maturity date of three months or less. For the purpose of the consolidated cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above.

Discontinued operations and assets and liabilities held for sale

Discontinued operations are those operations that represent a separately identifiable major line of business that has either been disposed of, or is classified as held for sale.

For those activities classified as discontinued, the post-tax profit or loss is disclosed separately on the face of the income statement. The cash flows associated with the discontinued operation are also disclosed.

Assets (or disposal groups) held for sale are classified as assets held for sale and stated at the lower of their carrying amount and fair value costs to sell, if their carrying amount is recovered principally through a sale transaction rather than through continuing use. Assets held for sale are no longer amortised or depreciated from the time they are classified as such.

Interest in joint venture

The Group has an interest in a joint venture which is a jointly controlled entity, whereby the venturers have a contractual arrangement that establishes joint control over the economic activities of the entity. The Group recognises its interest in the joint venture using the equity method.

Under the equity method, the investment in the joint venture is carried in the balance sheet at cost plus post acquisition changes in the Group's share of net assets of the joint venture. The income statement reflects the share of the results of the joint venture. The share of the result of joint venture is shown on the face of the income statement. This is the result attributable to equity holders of the joint venture.

F-13

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

1. Accounting policies (Continued)

The financial statements of the joint venture are prepared for the same reporting period as the parent company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group.

After application of the equity method, the Group determines whether it is necessary to recognise an additional impairment loss on the Group's investment in its joint venture. The Group determines at each reporting date whether there is any objective evidence that the investment in the joint venture is impaired. If this is the case the Group calculates the amount of impairment as the difference between the recoverable amount of the joint venture and its carrying value and recognises the amount in the income statement.

Upon loss of joint control and provided the former joint control entity does not become a subsidiary or associate, the Group measures and recognises its remaining investment at its fair value. Any difference between the carrying amount of the former joint controlled entity upon loss of joint control and the fair value of the remaining investment and proceeds from disposal is recognised in profit or loss. When the remaining investment constitutes significant influence, it is accounted for as investment in an associate.

Financial assets and liabilities

Trade and other receivables

Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts.

Bank and other loans

Bank and other loans are recorded at the fair value of the proceeds received. Issue costs relating to revolving credit facilities are charged to the income statement over the life of the facility on a periodic basis. Issue costs relating to fixed term loans are charged to the income statement using the effective interest method and are added to the carrying amount of the fixed term loan.

Trade payables

Trade payables are not interest bearing and are stated at their nominal value.

Derivative financial instruments

The Group uses derivative financial instruments such as foreign currency contracts to hedge its risks associated with foreign currency fluctuations. Such derivative financial instruments are stated at fair value.

Hedges are classified as cash flow hedges when they hedge exposure to variability in cash flows either attributable to a particular risk associated with a recognised asset or liability or a highly probable forecast transaction.

In relation to cash flow hedges to hedge the foreign currency risk of firm commitments which meet the conditions for special hedge accounting, the portion of the gain or loss on the hedging instrument that is determined to be an effective hedge is recognised directly in equity and the ineffective portion is recognised in the income statement.

F-14

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

1. Accounting policies (Continued)

In relation to derivative financial instruments used to hedge a forecast transaction, the portion of the gain or loss on the hedging instrument that is determined to be an effective hedge is recognised directly in equity and the ineffective portion is recognised in the income statement. Amounts taken to equity are transferred to the income statement when the hedged transaction affects profit or loss.

Financial liabilities and equity instruments

Financial liabilities and equity instruments issued by the Group are recorded at the proceeds received.

Financial liabilities and equity instruments are all instruments that are issued by the Group as a means of raising finance, including shares, loan notes, debentures, debt instruments and options and warrants that give the holder the right to subscribe for or obtain financial liabilities and equity instruments.

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. All equity instruments are included in shareholders' funds. The finance costs incurred in respect of an equity instrument are charged directly to the income statement. Other instruments are classified as financial liabilities if they contain a contractual obligation to transfer economic benefits.

Critical accounting judgements and key sources of estimation of uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below. The judgements used by management in the application of the Group's accounting policies in respect of these key areas of estimation are considered to be the most significant.

Impairment of non-financial assets

The Group assesses whether there are any indicators of impairment for all non-financial assets at each reporting date. Goodwill is tested for impairment annually and at other times when such indicators exist. Other non-financial assets are tested for impairment when there are indicators that the carrying amount may not be recoverable.

When value in use calculations are undertaken, management must estimate the expected future cash flows from the asset or cash generating unit and choose a suitable discount rate in order to calculate the present value of those cash flows. Details regarding goodwill and assumptions used in carrying out the impairment review are provided in Note 12.

Pensions

Determining the present value of future obligations of pensions requires an estimation of future mortality rates, expected rates of return on assets, future salary increases, future pension increases and discount rates. These assumptions are determined in association with qualified actuaries. Due to the long term nature of these plans, such estimates are subject to significant uncertainty. The pension liability at 31 December 2010 is $41.2 million (31 December 2009: $53.1 million and 1 January 2009: $42.0 million). Further details are given in Note 27.

F-15

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

1. Accounting policies (Continued)

Changes in accounting policies

The accounting policies adopted are consistent with those of the previous financial year except for the following new and amended standards and interpretations during the year. Adoption of these revised standards and interpretations did not have any effect on the financial statements of the Group.

•

IFRS 2 Share-based Payment—Group Cash-settled Share-based Payment Arrangements effective 1 January 2010

•

IFRS 3 Business Combinations (Revised) effective 1 January 2010

•

IAS 27 Consolidated and Separate Financial Statements (Amendment) effective 1 January 2010

•

IAS 39 Financial Instruments: Recognition and Measurement—Eligible Hedged Items effective 1 January 2010

•

IFRIC 12 Service Concession Arrangements effective 1 January 2010

•

IFRIC 17 Distribution of Non-cash Assets to Owners effective 1 January 2010

•

IFRIC 18 Transfers of Assets from Customers effective 1 January 2010

The principal effects of these changes are as follows:

IFRS 2 Share-based Payment—Group Cash-settled Share-based Payment Arrangements

The standard has been amended to clarify the accounting for group cash-settled share-based payment transactions, where a subsidiary receives goods or services from employees or suppliers but the parent or another entity in the Group pays for those goods or services. The adoption of this amendment did not have any impact on the financial position or performance of the Group.

IFRS 3 Business Combinations (Revised)

IFRS 3 (revised) increases the number of transactions to which it must be applied including business combinations of mutual entities and combinations without consideration. IFRS (revised) introduces significant changes in the accounting for business combinations such as valuation of non-controlling interest, business combination achieved in stages, the initial recognition and subsequent measurement of a contingent consideration and the accounting for transaction costs. These changes will have a significant impact on profit or loss reported in the period of an acquisition, the amount of goodwill recognised in a business combination and profit or loss reported in future periods. During the year the Group did not carryout any acquisitions and so this revision did not have any impact on the financial position or performance of the Group.

IAS 27 Consolidated and Separate Financial Statements (Amendment)

The amended standard requires that at a change in ownership of a subsidiary (without loss of control) is accounted for as a transaction with owners in their capacity as owners and these transactions will no longer give rise to goodwill or gains or losses. The standard also specifies the accounting when control is lost and any retained interest is remeasured to fair value with gains or losses recognised in profit or loss. The adoption of this amendment did not have any impact on the financial position or performance of the Group.

F-16

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

1. Accounting policies (Continued)

IAS 39 Financial Instruments: Recognition and Measurement—Eligible Hedged Items

The amendment clarifies that an entity is permitted to designate a portion of the fair value changes or cash flow variability of a financial instrument as a hedged item. This also covers the designation of inflation as a hedged risk or portion in particular situations. The Group has concluded that the amendment did not have any impact on the financial position or performance of the Group, as the Group has not entered into any such hedges.

IFRIC 12 Service Concession Arrangements

IFRIC 12 addresses how service concession operators should apply existing IFRS's to account for the obligations they undertake and the rights they receive in service concession arrangements. As the Group does not have any service concession arrangements, the interpretation has no impact.

IFRIC 17 Distribution of Non-cash Assets to Owners

The interpretation provides guidance on how to account for non-cash distributions to owners. The interpretation clarifies when to recognise a liability, how to measure it and the associated assets, and when to derecognise the asset and liability. The adoption of the interpretation did not have an impact on the Group's financial statements as the Group has not made any non-cash distributions to shareholders.

IFRIC 18 Transfers of Assets from Customers

The interpretation applies to entities that receive items of property, plant or equipment (or cash for the acquisition or construction of such items) from customers. These assets are then used to connect customers to a network or to provide ongoing access to a supply of goods or services. As the Group does not enter into such transactions this interpretation did not have any impact on the Group.

New standards and interpretations not applied

During the year, the IASB and IFRIC have issued the following interpretation with an effective date after the date of these financial statements:

International Accounting Standards		Effective date
IAS 24	Related Party Disclosures (Amendment)	1 January 2011
IFRS 9	Financial Instruments: Classification and Measurement	1 January 2013

International Financial Reporting Interpretations Committee (IFRIC)		Effective date
IFRIC 14	Prepayments of a Minimum Funding Requirement (Amendment)	1 January 2011
IFRIC 19	Extinguishing Financial Liabilities with Equity Instruments	1 January 2011

The Directors do not anticipate that the adoption of these standards and interpretations will have a material effect on the Group's financial statements in the period of initial application.

F-17

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

2. Revenue and segmental analysis

For management purposes, the Group is organised into two operational divisions, Gas Cylinders and Elektron. The products and services provided by these divisions and the operating segments they comprise are described on page 105 of this registration statement. The tables below set out information on the results of these two reportable segments.

Management monitors the operating results of its divisions separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on trading profit or loss, defined as operating profit or loss before restructuring and other expense.

All inter-segment sales are made on an arm's length basis.

REPORTING SEGMENTS:

Year ended 31 December 2010

	Gas Cylinders		Elektron		Unallocated		Total Continuing Activities
	($ millions)
Revenue
Segment Revenue	$199.2		$204.0		—		$403.2
Inter-segment sales	—		(0.5	)	—		(0.5	)
Sales to external customers	$199.2		$203.5		—		$402.7
Result
Trading profit	$12.2		$33.5		—		$45.7
Restructuring and other expense (Note 4)	—		(0.2	)	(0.6	)	(0.8	)
Operating profit	12.2		33.3		(0.6	)	44.9
Disposal costs of intellectual property (Note 4)	—		(0.4	)	—		(0.4	)
Net finance costs	—		—		(8.9	)	(8.9	)
Profit before tax	12.2		32.9		(9.5	)	35.6
Tax expense							(9.9	)
Net profit for the year							$25.7
Other segment information
Segment assets	$126.3		$144.3		$26.0		$296.6
Segment liabilities	(37.0	)	(31.6	)	(162.8	)	(231.4	)
Net assets/(liabilities)	$89.3		$112.7		$(136.8	)	$65.2
Capital expenditure: Property, plant and equipment	6.2		9.9		—		16.1
Capital expenditure: Intangible assets	—		—		—		—
Depreciation and amortization	6.3		7.5		—		13.8

F-18

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

2. Revenue and segmental analysis (Continued)

Year ended 31 December 2009

	Gas Cylinders		Elektron		Unallocated		Total Continuing Activities
	($ millions)
Revenue
Segment Revenue	$186.5		$185.4		—		$371.9
Inter-segment sales	—		(0.6	)	—		(0.6	)
Sales to external customers	$186.5		$184.8		—		$371.3
Result
Trading profit	$5.1		$23.3		—		$28.4
Restructuring and other expense (Note 4)	(0.1	)	(1.0	)	—		(1.1	)
Operating profit	5.0		22.3		—		27.3
Acquisition costs (Note 4)	—		(0.5	)	—		(0.5	)
Net finance costs	—		—		(11.6	)	(11.6	)
Profit before tax	5.0		21.8		(11.6	)	15.2
Tax expense							(5.7	)
Net profit for the year							$9.5
Other segment information
Segment assets	$124.5		$127.4		$21.8		$273.7
Segment liabilities	(33.0	)	(25.2	)	(179.8	)	(238.0	)
Net assets/(liabilities)	$91.5		$102.2		$(158.0	)	$35.7
Capital expenditure: Property, plant and equipment	6.3		6.5		—		12.8
Capital expenditure: Intangible assets	0.1		—		—		0.1
Depreciation and amortization	6.0		7.7		—		13.7

F-19

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

2. Revenue and segmental analysis (Continued)

Year ended 31 December 2008

	Gas Cylinders		Elektron		Unallocated		Total Continuing Activities
	($ millions)
Revenue
Segment Revenue	$234.4		$241.5		—		$475.9
Inter-segment sales	—		—		—		—
Sales to external customers	$234.4		$241.5		—		$475.9
Result
Trading profit	$13.5		$28.4		—		$41.9
Restructuring and other expense (Note 4)	(0.9	)	(2.3	)	—		(3.2	)
Operating profit	12.6		26.1		—		38.7
Net finance costs	—		—		(17.4	)	(17.4	)
Profit before tax	12.6		26.1		(17.4	)	21.3
Tax expense							(8.2	)
Net profit for the year							$13.1
Other segment information
Segment assets	$132.0		$140.9		$25.9		$298.8
Segment liabilities	(42.2	)	(31.2	)	(191.4	)	(264.8	)
Net assets/(liabilities)	$89.8		$109.7		$(165.5	)	$34.0
Capital expenditure: Property, plant and equipment	10.2		11.1		—		21.3
Capital expenditure: Intangible assets	0.5		—		—		0.5
Depreciation and amortization	6.0		8.7		—		14.7

F-20

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

2. Revenue and segmental analysis (Continued)

GEOGRAPHIC ORIGIN:

Year ended 31 December 2010

		United Kingdom		Rest of Europe		North America		Australasia	Asia	Total
		($ millions)
Revenue
Segment revenue		$170.0		$48.8		$234.6		$0.1	$5.9	$459.4
Inter-segment sales		(29.6	)	(1.8	)	(25.3	)	—	—	(56.7	)
Sales to external customers		$140.4		$47.0		$209.3		$0.1	$5.9	$402.7
Result
Trading profit		$15.3		$1.0		$28.2		$0.1	$1.1	$45.7
Restructuring and other expense (Note 4)		(0.6	)	—		(0.2	)	—	—	(0.8	)
Operating profit		$14.7		$1.0		$28.0		$0.1	$1.1	$44.9
Other geographical segment information
Non-current assets(1)		$50.1		$20.7		$75.0		—	$0.3	$146.1
Net assets/(liabilities)(2)		(55.9	)	27.1		90.4		0.3	3.3	65.2
Capital expenditure:
	Property, plant and equipment	7.7		0.9		7.5		—	—	16.1
Capital expenditure: Intangible assets		—		—		—		—	—	—
Depreciation and amortization		5.4		2.9		5.4		—	0.1	13.8

⁽¹⁾

The Group's non-current assets analyzed by geographic origin include property, plant and equipment, intangible assets and investments.

⁽²⁾

Represents net assets/(liabilities) employed—excluding inter-segment assets and liabilities.

F-21

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

2. Revenue and segmental analysis (Continued)

Year ended 31 December 2009

	United Kingdom		Rest of Europe		North America		Australasia	Asia	Total
	($ millions)
Revenue
Segment revenue	$146.2		$52.5		$216.3		$0.1	$4.5	$419.6
Inter-segment sales	(25.1	)	(2.2	)	(21.0	)	—	—	(48.3	)
Sales to external customers	$121.1		$50.3		$195.3		$0.1	$4.5	$371.3
Result
Trading profit	$6.0		$1.4		$20.5		$0.1	$0.4	$28.4
Restructuring and other expense (Note 4)	(0.5	)	—		(0.6	)	—	—	(1.1	)
Operating profit	$5.5		$1.4		$19.9		$0.1	$0.4	$27.3
Other geographical segment information
Non-current assets(1)	$50.0		$23.7		$73.9		—	$0.4	$148.0
Net assets/(liabilities)(2)	(78.1	)	30.5		80.5		0.5	2.3	35.7
Capital expenditure: Property, plant and equipment	3.8		1.3		7.7		—	—	12.8
Capital expenditure: Intangible assets	0.1		—		—		—	—	0.1
Depreciation and amortization	5.5		2.9		5.2		—	0.1	13.7

⁽¹⁾

The Group's non-current assets analyzed by geographic origin include property, plant and equipment, intangible assets and investments.

⁽²⁾

Represents net assets/(liabilities) employed—excluding inter-segment assets and liabilities.

F-22

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

2. Revenue and segmental analysis (Continued)

Year ended 31 December 2008

	United Kingdom		Rest of Europe		North America		Australasia	Asia	Total
	($ millions)
Revenue
Segment revenue	$180.2		$76.6		$270.1		$0.1	$5.7	$532.7
Inter-segment sales	(26.6	)	(2.4	)	(27.8	)	—	—	(56.8	)
Sales to external customers	$153.6		$74.2		$242.3		$0.1	$5.7	$475.9
Result
Trading profit	$7.9		$2.8		$30.6		$0.1	$0.5	$41.9
Restructuring and other expense (Note 4)	(1.2	)	(0.6	)	(1.4	)	—	—	(3.2	)
Operating profit	$6.7		$2.2		$29.2		$0.1	$0.5	$38.7
Other geographical segment information
Non-current assets(1)	$46.7		$24.4		$69.4		—	$0.5	$141.0
Net assets/(liabilities)(2)	(79.8	)	33.7		77.2		0.1	2.8	34.0
Capital expenditure: Property, plant and equipment	5.9		2.1		13.3		—	—	21.3
Capital expenditure: Intangible assets	0.5		—		—		—	—	0.5
Depreciation and amortization	6.2		2.9		5.5		—	0.1	14.7

⁽¹⁾

The Group's non-current assets analyzed by geographic origin include property, plant and equipment, intangible assets and investments.

⁽²⁾

Represents net assets/(liabilities) employed—excluding inter-segment assets and liabilities.

GEOGRAPHIC DESTINATION:

	United Kingdom	Rest of Europe	Africa	North America	South America	Asia Pacific	Total
	($ millions)
Revenue—Continuing
Year ended 31 December 2010	$46.0	$104.9	$7.3	$182.3	$15.1	$47.1	$402.7
Year ended 31 December 2009	42.5	100.6	8.1	165.2	12.6	42.3	371.3
Year ended 31 December 2008	51.6	143.9	8.2	217.3	12.1	42.8	475.9

F-23

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

3. Operating profit

Operating profit for continuing activities is stated after charging/(crediting):

	2010		2009		2008
	($ millions)
Research and development expenditure charged to the income statement	$8.9		$6.3		$7.2
Research and development capital expenditure included within property, plant and equipment	0.9		—		—
Total research and development expenditure	$9.8		$6.3		$7.2
less external funding received—grants and recharges to third parties	(3.1	)	(1.6	)	(0.6	)
less research and development expenditure capitalised within property, plant and equipment	(0.9	)	—		—
Net research and development	$5.8		$4.7		$6.6
Depreciation of property, plant and equipment (Note 9)	13.6		13.5		14.5
Amortization of intangible assets (included in cost of sales) (Note 10)	0.2		0.2		0.2
Loss on disposal of property, plant and equipment	0.7		0.1		0.9
Net foreign exchange gains	(1.2	)	(1.1	)	(1.7	)
Staff costs (Note 5)	97.9		94.6		108.9
Cost of inventories recognised as expense	$294.4		$291.2		$353.4

4. Restructuring and other income (expense)

		2010		2009		2008
		($ millions)
(Charged)/credited to Operating profit:
Rationalization of operations:
	—redundancy and restructuring costs	$(0.2	)	$(1.1	)	$(2.0	)
Lease commutation proceeds on vacant property		1.1		—		—
Demolition and environmental remediation of vacant property		(1.1	)	—		—
Loss on disposal of property, plant and equipment		(0.6	)	—		(0.9	)
Provision for environmental costs		—		—		(0.3	)
Included within operating profit—Restructuring and other expense		$(0.8	)	$(1.1	)	$(3.2	)
Charged to Non-operating profit:
Acquisition costs		—		(0.5	)	—
Disposal costs of intellectual property		(0.4	)	—		—
Included within Non-operating profit—Other income (expense)		$(0.4	)	$(0.5	)	—
Credit to Finance costs and income:
Gain on purchase of own debt		0.5		—		—
Included within profit before taxation		$(0.7	)	$(1.6	)	$(3.2	)

F-24

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

4. Restructuring and other income (expense) (Continued)

Rationalization of operations

In 2010, the Elektron division incurred costs of $0.2 million (2009: $1.0 million and 2008: $2.3 million), relating to a series of rationalization activities conducted at the manufacturing plants to improve operating efficiencies. In 2010, all of the costs (2009: $0.6 million and 2008: $0.7 million) relate to US operations and in 2009 $0.5 million (2008: $1.3 million) of these costs relate to UK operations. In 2008, $0.3 million of these costs relate to operations in the Rest of Europe.

In 2009, $0.1 million of costs (2008: credit of $0.3 million) have been incurred in relation to rationalization costs in the US Gas Cylinders division.

Demolition of vacant property and lease commutation

In 2010, a charge of $1.1 million has been made for the demolition of a vacant property gross of proceeds from a third party lessee of the building owned by the group undertaking Luxfer Group Services Limited. The building had been previously used by the Group's Speciality Aluminium division and subsequently a third party following the sale of the trade and assets of the division in December 2007. The Group did not sell the land and buildings at the Redditch, UK site and entered into a property lease agreement with the new owners of the business over a fifteen year period. The property was vacated in 2009 and since then there has been no industrial activity at the Redditch site. During 2010, an agreement was reached with the lessee's parent company to pay Luxfer Group Services Limited $1.1 million for a mutual release of obligations under the lease and a related agreement including a release of the lessee's parent company from their lease guarantee. The lease has been terminated and these funds are being utilised to fund the demolition of the buildings on the site. The cost of the building was $2.2 million and the accumulated depreciation charged up to the date of reaching this agreement totalled $1.6 million.

The $1.1 million costs include $0.3 million for the environmental remediation costs and $0.8 million demolition costs. A loss on disposal of the building for $0.6 million has been incurred.

Loss on disposal of property, plant and equipment

In 2008 losses on disposal of property, plant and equipment of $0.9 million have been incurred in which $0.5 million of the costs relate to US operations and $0.4 million relate to the Rest of Europe.

Environmental costs

No environmental costs have been incurred in 2010 and 2009. The 2008 charge of $0.3 million was made for environmental costs at the Gas cylinders division in the US.

Acquisition costs

In 2009, $0.5 million of costs were incurred by the Elektron division in relation to the 2007 acquisition of Revere Graphics Worldwide ("Revere").

F-25

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

4. Restructuring and other income (expense) (Continued)

Marketing and potential sale of intellectual property relating to Revere

In 2010, $0.4 million of costs have been incurred by the Elektron division in relation to the sale process of intellectual property in the United States acquired as part of the 2007 acquisition of Revere.

Gain on purchase of Senior Notes due 2012

During 2010, the Group purchased $5.5 million of the Senior Notes due 2012 ("Senior Notes due 2012") for $5.0 million through Luxfer Group Limited, a subsidiary of Luxfer Holdings PLC. The gain on the purchase of the Senior Notes due 2012 was $0.5 million and has been disclosed within finance income (Note 6).

5. Staff Costs

		2010	2009	2008
		($ millions)
Wages and salaries		$80.0	$74.4	$90.6
Social security costs		11.2	11.4	12.7
Retirement benefit costs		6.6	7.8	3.7
Redundancy costs:
	continuing activities (note 4)	0.2	1.1	2.0
		$98.0	$94.7	$109.0

The average monthly number of employees during the year was made up as follows:

	2010		2009		2008
	(Number)
Production and distribution		1,210		1,221		1,370
Sales and administration		170		177		176
Research and development		45		42		42
		1,425		1,440		1,588

In 2010, compensation of key management personnel (including directors) was $2.8 million (2009: $2.2 million and 2008: $2.6 million) for short-term employee benefits and $0.5 million (2009: $0.3 million and 2008: $0.4 million) for post-employment benefits.

F-26

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

5. Staff Costs (Continued)

Directors' interests and related party transactions

No director had a material interest in, nor were they a party to, any contract or arrangement to which the parent company, Luxfer Holdings PLC (the "Company") or any of its subsidiaries is or was party either during the year or at the end of the year, with the following exceptions: in the case of the executive directors their individual service contract; in the case of the non-executive directors their engagement letters or the contract for services under which their services as a director of the Company are provided. The exercise of share options by directors' of the Company is disclosed in Note 30: Related Party Transactions.

6. Finance income

	2010	2009	2008
	($ millions)
Bank interest received	$0.1	—	$0.1
Other interest received (Note 22)	0.1	0.2	0.2
Gain on purchase of own debt (Notes 4, 19)	0.5	—	—
Total finance income	$0.7	$0.2	$0.3

7. Finance costs

	2010	2009	2008
	($ millions)
Senior Notes due 2012	$7.5	$9.5	$15.3
Bank and other loans	0.8	1.3	2.2
Amortization of issue costs	1.3	1.0	0.2
Total finance costs	$9.6	$11.8	$17.7

F-27

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

8. Income tax

(a)   Analysis of taxation charge for the year

	2010		2009		2008
	($ millions)
Current tax:
UK Corporation tax	—		$4.6		—
Double tax relief	—		(4.6	)	—
	—		—		—
Non-UK tax	9.4		3.6		5.9
Adjustments in respect of previous years	0.1		0.4		(0.3	)
Total current tax charge	$9.5		$4.0		$5.6
Deferred tax:
Origination and reversal of temporary differences	$0.5		$2.7		$4.2
Adjustments in respect of previous years	(0.1	)	(1.0	)	(1.6	)
Total deferred tax charge	0.4		1.7		2.6
Tax on profit on operations	$9.9		$5.7		$8.2

The income tax charge relates to continuing activities and there is no tax charge in relation to discontinued activities.

(b)  Factors affecting the taxation charge for the year

The tax assessed for the year differs from the standard rate of 28% (2009: 28% and 2008: 28.5%) for corporation tax in the UK.

The differences are explained below:

	2010		2009		2008
	($ millions)
Profit on operations before taxation	$35.6		$15.2		$21.3
Profit on operations at 2010 standard rate of corporation tax in the UK of 28% (2009: 28% and 2008: 28.5%)	10.0		4.3		6.1
Effects of:
Income not taxable	(0.9	)	—		(0.3	)
Unprovided deferred tax	(1.5	)	0.4		1.7
Foreign tax rate differences	2.3		1.6		2.6
Adjustment in respect of previous years	—		(0.6	)	(1.9	)
Tax expense	$9.9		$5.7		$8.2

F-28

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

8. Income tax (Continued)

(c)   Factors that may affect future taxation charge

As at 31 December 2010, the Group has carried forward tax losses of $73.4 million (UK: $68.4 million, non-UK: $5 million). Carried forward tax losses for 2009 were $74.4 million (UK: $68.2 million, non-UK: $6.2 million) and for 2008 were $65.0 million (UK: $60.8 million, non-UK $4.2 million). To the extent that these losses are available to offset against future taxable profits, it is expected that the future effective tax rate would be below the standard rate in the country where the profits are offset.

The Senior Notes due 2012 issued by Luxfer Holdings PLC, form a significant interest burden for the UK companies. Profits from non-UK companies cannot be offset against this interest burden. To the extent that insufficient taxable profits arise in the UK companies to utilise the tax loss from the interest burden, there will be an impact on the future tax rate. This may also result in further losses being carried forward, which would remain unrelieved.

In his budget of 23 March 2011, the Chancellor of the Exchequer announced certain tax changes which will have a significant effect on the Group's future tax position. The proposals included phased reductions in the corporation tax rate to 23% from 1 April 2014. The Finance Bill 2011 will contain proposals to reduce the corporation tax rate to 26% from 1 April 2011 and to 25% from 1 April 2012 with the further reductions to 23% expected to be reflected in future Finance Acts.

As at 31 December 2010, only the reduction in the rate to 27% (proposed in the previous budget of 22 June 2010) had been 'substantively enacted' and this has been reflected in the Group's financial statements as at 31 December 2010.

The effect of the reduction of the UK corporation tax rate to 23% on the Group's deferred tax asset (recognised and not recognised) would be to reduce the deferred tax asset by $4.4 million. This being a reduction of $1.1 million in the Group's recognised deferred tax asset and $3.3 million in the Group's unrecognised deferred tax asset as at 31 December 2010.

The rate change would also impact the amount of future cash tax payments to be made by the UK Group. The effect on the UK Group of the proposed changes to the UK tax system will be reflected in the financial statements of the UK Group companies in future years, as appropriate, once the proposals have been substantively enacted.

9. Earnings per share

The Group calculates earnings per share in accordance with IAS 33. Basic income per share is calculated based on the weighted average common shares outstanding for the period presented. The weighted average number of shares outstanding is calculated by time-apportioning the shares outstanding during the year.

F-29

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

9. Earnings per share (Continued)

For the purpose of calculating diluted earnings per share, the weighted average number of ordinary shares outstanding during the financial year have been adjusted for the dilutive effects of all potential ordinary shares and share options granted to employees.

		2010		2009		2008
		($ millions)
Basic:
Earnings
Profit for the period		$25.7		$9.5		$13.1
Minority interests		—		—		(0.2	)
Basic earnings attributable to ordinary shareholders		25.7		9.5		12.9
Adjusted earnings:
Restructuring and other expense (Note 4)		0.8		1.1		3.2
Other income (expense) (Note 4):
	Acquisition costs	—		0.5		—
	Disposal costs of intellectual property	0.4		—		—
Finance income:
	Gain on purchase of own debt	(0.5	)	—		—
Tax thereon		(0.3	)	(0.6	)	(1.0	)
Adjusted earnings		$26.1		$10.5		$15.1
Weighted average number of £1 ordinary shares (millions):
For basic earnings per share		9.9		9.8		9.8
Exercise of share options		—		0.1		0.1
For diluted earnings per share		9.9		9.9		9.9
Earnings per share:
Basic
Adjusted		$2.65		$1.07		$1.54
Unadjusted		$2.61		$0.97		$1.31
Diluted
Adjusted		$2.63		$1.06		$1.53
Unadjusted		$2.59		$0.96		$1.30

F-30

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

10. Property, plant and equipment

	Freehold		Long leasehold		Short leasehold		Plant and equipment		Total
	($ millions)
Cost:
At 1 January 2008	$41.2		$4.7		$4.8		$266.7		$317.4
Additions	3.2		—		1.6		16.5		21.3
Business additions	—		—		—		1.6		1.6
Disposals	(2.0	)	—		—		(11.8	)	(13.8	)
Exchange adjustments	(3.3	)	(1.0	)	(0.5	)	(43.2	)	(48.0	)
At 1 January 2009	$39.1		$3.7		$5.9		$229.8		$278.5
Additions	3.5		—		0.3		9.0		12.8
Disposals	—		—		—		(1.3	)	(1.3	)
Exchange adjustments	1.2		0.3		0.1		13.9		15.5
At 1 January 2010	$43.8		$4.0		$6.3		$251.4		$305.5
Additions	0.5		—		0.3		15.3		16.1
Disposals	(2.2	)	—		—		(0.7	)	(2.9	)
Exchange adjustments	(0.6	)	(0.1	)	—		(5.9	)	(6.6	)
At 31 December 2010	$41.5		$3.9		$6.6		$260.1		$312.1
Depreciation:
At 1 January 2008	$15.2		$3.8		$1.9		$185.8		$206.7
Provided during the year	0.7		—		0.3		13.5		14.5
Disposals	(1.0	)	—		—		(11.5	)	(12.5	)
Exchange adjustments	(1.3	)	(0.9	)	(0.2	)	(33.3	)	(35.7	)
At 1 January 2009	$13.6		$2.9		$2.0		$154.5		$173.0
Provided during the year	0.8		—		0.3		12.4		13.5
Disposals	—		—		—		(1.1	)	(1.1	)
Exchange adjustments	0.4		0.3		0.1		10.4		11.2
At 1 January 2010	$14.8		$3.2		$2.4		$176.2		$196.6
Provided during the year	0.9		—		0.3		12.4		13.6
Disposals	(1.6	)	—		—		(0.6	)	(2.2	)
Exchange adjustments	(0.1	)	(0.1	)	—		(4.2	)	(4.4	)
At 31 December 2010	$14.0		$3.1		$2.7		$183.8		$203.6
Net book values:
At 31 December 2010	$27.5		$0.8		$3.9		$76.3		$108.5
At 31 December 2009	29.0		0.8		3.9		75.2		108.9
At 31 December 2008	25.5		0.8		3.9		75.3		105.5
At 1 January 2008	26.0		0.9		2.9		80.9		110.7

F-31

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

10. Property, plant and equipment (Continued)

Business additions

The $1.6 million business addition in 2008 has resulted from the finalisation of the net asset value of the balance sheet of Revere, acquired in September 2007.

Long and short leasehold

The long and short leasehold costs relate to leasehold property improvements.

11. Intangible assets

	Goodwill		Patents		Other		Total
	($ millions)
Cost:
At 1 January 2008	$69.3		$2.1		$0.9		$72.3
Additions	—		—		0.5		0.5
Exchange adjustments	(18.3	)	(0.4	)	(0.2	)	(18.9	)
At 1 January 2009	$51.0		$1.7		$1.2		$53.9
Additions	—		—		0.1		0.1
Exchange adjustments	5.3		—		—		5.3
At 1 January 2010	$56.3		$1.7		$1.3		$59.3
Additions	—		—		—		—
Exchange adjustments	(1.8	)	—		(0.1	)	(1.9	)
At 31 December 2010	$54.5		$1.7		$1.2		$57.4
Amortization:
At 1 January 2008	$23.7		$0.6		$0.6		$24.9
Provided during the year	—		0.1		0.1		0.2
Exchange adjustments	(6.3	)	(0.1	)	(0.1	)	(6.5	)
At 1 January 2009	$17.4		$0.6		$0.6		$18.6
Provided during the year	—		0.1		0.1		0.2
Exchange adjustments	1.8		—		—		1.8
At 1 January 2010	$19.2		$0.7		$0.7		$20.6
Provided during the year	—		0.1		0.1		0.2
Exchange adjustments	(0.6	)	—		—		(0.6	)
At 31 December 2010	$18.6		$0.8		$0.8		$20.2
Net book values:
At 31 December 2010	$35.9		$0.9		$0.4		$37.2
At 31 December 2009	37.1		1.0		0.6		38.7
At 31 December 2008	33.6		1.1		0.6		35.3
At 1 January 2008	45.6		1.5		0.3		47.4

F-32

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

11. Intangible assets (Continued)

The patents acquired are being amortised over the lower of their estimated useful life, or legal life; this being 17 to 20 years.

12. Impairment of goodwill

Goodwill acquired in a business combination is allocated, at acquisition, to the cash-generating units (CGUs) that are expected to benefit from the business combination. The four CGUs represent the lowest level within the Group at which goodwill is monitored for internal reporting management purposes. The four CGUs are aggregated to form the Group's two defined reportable segments: Gas Cylinders division and Elektron division. The table below summarises the carrying amount of goodwill by division:

	Gas Cylinders division		Elektron division		Total
	($ millions)
At 1 January 2008	$29.4		$16.2		$45.6
Exchange adjustments	(7.8	)	(4.2	)	(12.0	)
At 31 December 2008	$21.6		$12.0		$33.6
Exchange adjustments	2.3		1.2		3.5
At 31 December 2009	$23.9		$13.2		$37.1
Exchange adjustments	(0.8	)	(0.4	)	(1.2	)
At 31 December 2010	$23.1		$12.8		$35.9

The Gas Cylinders division goodwill of $23.1 million (31 December 2009: $23.9 million and 1 January 2009: $21.6 million) included goodwill attributable to our Luxfer Gas Cylinders operations of $21.9 million (31 December 2009: $22.6 million and 1 January 2009: $20.5 million) and goodwill attributable to our Superform operations of $1.2 million (31 December 2009: $1.3million and 1 January 2009: $1.1 million). The Elektron division goodwill of $12.8 million (31 December 2009: $13.2 million and 1 January 2009: $12.0 million) included goodwill attributable to our MEL Chemicals operations of $5.0 million (31 December 2009: $5.1 million and 1 January 2009: $4.6 million) and goodwill attributable to our Magnesium Elektron operations of $7.8 million (31 December 2009: $8.1 million and 1 January 2009: $7.4 million).

The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired.

The recoverable amount of each of the cash-generating units has been determined based on a value in use calculation using a discounted cash flow method. The cash flows were derived from a business plan prepared at a detailed level by individual businesses within each CGU. The results of these plans were then extrapolated to give cash flow projections to 2014 and then a terminal value based on a growth rate of 2.5% (2009: 3% and 2008: 2%). The rate is estimated to be below the average long-term growth rate for the relevant markets. The business plans were driven by detailed sales forecasts by product type and best estimate of future demand by end market. The cash flows included allowance for detailed capital expenditure and maintenance programmes, along with working capital requirements based on the projected

F-33

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

12. Impairment of goodwill (Continued)

level of sales. The before tax discount rate used was 10% (2009 and 2008: 11%), which was considered a best estimate for the risk-adjusted cost of capital for the business units. The long term projections assumed product prices and costs were at current levels, but the exchange rates used were: US$: £ exchange rate of $1.60 and euro: $ exchange rate of €0.75. These exchange rates are higher than the actual exchange rates as at 31 December 2010. Lower exchange rates would be expected to result in higher valuations for each cash-generating unit. Based on the current business plans used in the impairment testing, it is believed no reasonable changes in the discount and growth rates or forecast future cash flows are expected to result in an impairment of the carrying value of the goodwill.

13. Investments

	Joint venture— India		Other	Total
	($ millions)
At 1 January 2008	—		$0.2	$0.2
Increase in investments at cost	—		—	—
Share of start-up costs of joint venture	—		—	—
At 31 December 2008	—		$0.2	$0.2
Increase in investments at cost	0.3		—	0.3
Share of start-up costs of joint venture	(0.1	)	—	(0.1	)
At 31 December 2009	$0.2		$0.2	$0.4
Increase in investments at cost	0.1		—	0.1
Share of start-up costs of joint venture	(0.1	)	—	(0.1	)
At 31 December 2010	$0.2		$0.2	$0.4

Investment in Indian joint venture

At 31 December 2010, the Group had the following joint venture undertaking which affects the profit of the Group. Unless otherwise stated, the Group's joint venture has share capital consisting solely of ordinary shares, which are indirectly held, and the country of incorporation or registration is also their principal place of operation.

Name of company	Country of incorporation	Holding	Proportion of voting rights and shares held	Nature of business
Luxfer Uttam India Private Limited*	India	Ordinary shares	51%	Engineering

*

In July 2009 the company changed its name to Luxfer Uttam India Private Limited.

During 2010, the joint venture increased its share capital and the cost paid by the Group to maintain the 51% investment in the equity in the joint venture was $0.1 million. The joint venture has been accounted for using the equity method, as the venturers have a contractual agreement that establishes joint control

F-34

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

13. Investments (Continued)

over the economic activities of the entity, and the loss attributable to the joint venture for 2010 was $0.1 million (2009: loss of $0.1 million) as a result of start-up costs being incurred. The cost of the Group's initial 51% investment during 2009 was $0.3 million. The joint venture is due to start trading during 2011 when it will manufacture and distribute gas cylinders from its operation in India as part of the Group's Gas Cylinders division. Related party transactions with the joint venture have been disclosed in Note 30 to the Group's financial statements.

Other investments

A list of the significant subsidiaries and other investments, including the name, country of incorporation and proportion of voting rights is given on page 148 of this registration statement.

14. Inventories

	31 December 2010	31 December 2009	1 January 2009
	($ millions)
Raw materials and consumables	$31.4	$20.0	$35.5
Work in progress	21.8	19.4	23.5
Finished goods and goods for resale	23.9	18.5	27.6
	$77.1	$57.9	$86.6

The provision against obsolete and excess inventories at 31 December 2010 was $6.0 million (31 December 2009: $3.8 million and 1 January 2009: $5.2 million). The cost of inventories recognised as an expense during the year has been disclosed in Note 3.

15. Trade and other receivables

	31 December 2010	31 December 2009	1 January 2009
	($ millions)
Trade receivables	$43.6	$41.1	$42.7
Amounts owed by joint ventures and associates	0.5	—	—
Other receivables	2.6	3.2	6.1
Prepayments and accrued income	4.7	6.6	4.9
Derivative financial instruments	0.2	—	—
	$51.6	$50.9	$53.7

The Directors consider that the carrying value of trade and other receivables approximates to their fair value.

Trade receivables are non-interest bearing and are generally on 30–90 days terms.

Trade receivables above are disclosed net of any provisions for doubtful receivables.

F-35

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

15. Trade and other receivables (Continued)

As at 31 December 2010, trade receivables at nominal value $1.4 million (31 December 2009: $1.4 million and 1 January 2009: $1.3 million) were impaired and fully provided for. Movements in the provision for impairment of trade receivables were as follows:

	2010		2009		2008
	($ millions)
At 1 January	$1.4		$1.3		$1.4
Charge in the year	0.2		0.3		—
Utilised in the year	(0.2	)	(0.4	)	(0.6	)
Translation	—		0.1		(0.4	)
Other movements	—		0.1		0.9
At 31 December	$1.4		$1.4		$1.3

16. Cash and short term deposits

	31 December 2010	31 December 2009	1 January 2009
	($ millions)
Cash at bank and in hand	$10.3	$2.9	$2.9

Cash at bank and in hand earns interest at floating rates based on daily bank deposit rates. The Directors consider that the carrying amount of cash and short-term deposits approximates to their fair value.

17. Share capital

(a)

Ordinary share capital

	31 December 2010		31 December 2009		1 January 2009		31 December 2010			31 December 2009			1 January 2009
	(Number)						($ in millions)
Authorised:
Ordinary shares of £1 each		10,000,000		10,000,000		10,000,000		19.6	(1)		19.6	(1)		19.6	(1)
Deferred ordinary shares of £0.0001 each		769,423,688,000		769,423,688,000		769,423,688,000		150.9	(1)		150.9	(1)		150.9	(1)
		769,433,688,000		769,433,688,000		769,433,688,000		170.5	(1)		170.5	(1)		170.5	(1)
Allotted, called up and fully paid:
Ordinary shares of £1 each		10,000,000		10,000,000		10,000,000		19.6	(1)		19.6	(1)		19.6	(1)
Deferred ordinary shares of £0.0001 each		769,413,708,000		769,413,708,000		769,413,708,000		150.9	(1)		150.9	(1)		150.9	(1)
		769,423,708,000		769,423,708,000		769,423,708,000		170.5	(1)		170.5	(1)		170.5	(1)

(1)

The Group's ordinary and deferred share capital are shown in US dollars at the exchange rate prevailing at the month end spot rate at the time of the share capital being issued. This rate at the end of February 2007 was $1.9613: £1.

F-36

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

17. Share capital (Continued)

The rights of the shares are as follows:

Ordinary shares of £1 each

The ordinary shares carry no entitlement to an automatic dividend but rank pari passu in respect of any dividend declared and paid other than preference dividend (see below).

Deferred ordinary shares of £0.0001 each

The deferred shares have no entitlement to dividends or to vote. On a winding up (but not otherwise) the holders of the deferred shares shall be entitled to the repayment of the paid up nominal amount of the deferred shares, but only after any payment to the holders of ordinary shares of an amount equal to 100 times the amount paid up on such ordinary shares.

(b)

Preference share capital

	31 December 2010		31 December 2009		1 January 2009		31 December 2010			31 December 2009			1 January 2009
	(Number)						($ in millions)
Authorised:
'B' preference shares of £1 each		50,000		50,000		50,000		0.1	(1)		0.1	(1)		0.1	(1)
		50,000		50,000		50,000		0.1	(1)		0.1	(1)		0.1	(1)
Allotted, called up and 25% paid:
'B' preference shares of £1 each		50,000		50,000		50,000		0.1	(1)		0.1	(1)		0.1	(1)
		50,000		50,000		50,000		0.1	(1)		0.1	(1)		0.1	(1)

(1)

The Group's preference share capital is shown in US dollars at the exchange rate prevailing at the month end spot rate at the time of the share capital being issued. This rate at the end of February 2007 was $1.9613: £1.

The 50,000 'B' preference shares are entitled to a fixed cumulative dividend of 5% per annum payable on redemption of the preference shares. Interest will accrue on unpaid preference dividends at the rate of 5% per annum of the nominal amount of the preference shares compounding on 31 December each year. The preference shares are entitled to be redeemed prior to any distribution or return of capital to shareholders.

(c)

Own shares held by ESOP

	$M
At 1 January 2008	$0.8
Purchases of shares from ESOP	—
At 31 December 2008	$0.8
Purchases of shares from ESOP	—
At 31 December 2009	$0.8
Purchases of shares from ESOP	(0.2	)
At 31 December 2010	$0.6

F-37

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

17. Share capital (Continued)

As at 31 December 2010, 115,974 ordinary shares (31 December 2009 and 1 January 2009: 175,674 ordinary shares) of £1 each were held by The Luxfer Group Employee Share Ownership Plan. The decrease in the number of ordinary shares held by The Luxfer Group Employee Share Ownership Plan of 59,700 ordinary shares represents the exercise of options to purchase shares from the The Luxfer Group Employee Share Ownership Plan by senior management for $0.2 million. For further information refer to Note 28.

18. Reserves

	Hedging reserve		Translation reserve		Merger reserve		Retained earnings
	($ in millions)
At 1 January 2008	$(1.9	)	$(37.8	)	$(333.8	)	$247.4
Profit for the year	—		—		—		12.9
Currency translation differences	—		13.8		—		—
Increase in fair value of cash flow hedges	(3.6	)	—		—		—
Transfer to income statement on cash flow hedges	0.5		—		—		—
Actuarial gains and losses on pension plans	—		—		—		(49.9	)
Deferred tax on items taken to other comprehensive income	—		—		—		15.0
Exchange adjustments	0.3		—		—		—
At 1 January 2009	$(4.7	)	$(24.0	)	$(333.8	)	$225.4
Profit for the year	—		—		—		9.5
Currency translation differences	—		(2.2	)	—		—
Decrease in fair value of cash flow hedges	2.9		—		—		—
Transfer to income statement on cash flow hedges	1.8		—		—		—
Actuarial gains and losses on pension plans	—		—		—		(10.1	)
Deferred tax on items taken to other comprehensive income	—		—		—		1.4
Exchange adjustments	(0.2	)	—		—		—
At 31 December 2009	$(0.2	)	$(26.2	)	$(333.8	)	$226.2
Profit for the year	—		—		—		25.7
Currency translation differences	—		0.2		—		—
Increase in fair value of cash flow hedges	(0.2	)	—		—		—
Transfer to income statement on cash flow hedges	0.5		—		—		—
Actuarial gains and losses on pension plans	—		—		—		4.4
Deferred tax on items taken to other comprehensive income	—		—		—		(1.3	)
Exchange adjustments	—		—		—		—
At 31 December 2010	$0.1		$(26.0	)	$(333.8	)	$255.0

F-38

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

18. Reserves (Continued)

Nature and purpose of reserves

Hedging reserve

The hedging reserve contains the effective portion of the cash flow hedge relationships entered into by the Group at the reporting date. The movement in the year to 31 December 2010 of $0.3 million includes a decrease in the fair value of cash flow hedges of $0.2 million and $0.5 million of cash flow hedges being transferred to the income statement. For further information regarding the Group's forward foreign currency contracts, forward aluminum commodity contracts and forward rate interest rate agreements refer to Note 26 section (a)—Financial Instruments: Financial Instruments of the Group.

Translation reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries. It would also be used to record the effect of hedging net investments in foreign operations.

Merger reserve

The merger reserve relates to the recapitalisation of Luxfer Group Limited during the year ended 31 December 1999. Pursuant to the recapitalisation of Luxfer Group Limited, Luxfer Holdings PLC acquired the entire share capital of Luxfer Group Limited. The company known as Luxfer Group Limited during the year ended 31 December 1999 was subsequently renamed LGL 1996 Limited and remains dormant. The recapitalisation was accounted for using merger accounting principles.

The accounting treatment reflected the fact that ownership and control of Luxfer Group Limited, after the recapitalisation, remained with the same institutional and management shareholders as before the recapitalisation. Under merger accounting principles the consolidated financial statements of Luxfer Holdings PLC appear as a continuation of those for Luxfer Group Limited and therefore as if it had been the parent of the Group from its incorporation.

19. Bank and other loans

Current	31 December 2010	31 December 2009	1 January 2009
	($ millions)
Bank and other loans	$9.6	—	$39.3

Non-current	31 December 2010	31 December 2009	1 January 2009
	($ millions)
Bank and other loans	—	10.1	—
Senior Notes due 2012	106.3	115.8	104.7
	$106.3	$125.9	$104.7

F-39

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

19. Bank and other loans (Continued)

Bank and other loans

The bank and other loans relate to loan drawings on the Group's £45 million ($70.3 million) revolving credit facilities and were secured against the Group's UK and US operating assets. The Group's revolving credit facilities were denominated in GBP sterling and the capacity of the facility at 31 December 2010 was £45 million. The drawings on the Group's revolving credit facilities bear interest at a rate connected to LIBOR and the Group is exposed to variable interest rates on its drawn amount. As at 31 December 2010, the amount drawn in loans was $10.2 million (31 December 2009: $11.6 million and 1 January 2009: $39.3 million) and $0.6 million (31 December 2009: $1.5 million and 1 January 2009: $nil) of unamortised finance costs have been netted against this. The Group's revolving credit facilities were initially schedule to mature in April 2011 following their extension on 5 March 2009. On 17 September 2010 the Group further extended its revolving credit facilities until 31 October 2011. Issue costs incurred with the renewal on 17 September 2010 totalled $0.2 million. During 2010, a further $1.2 million of issues costs relating to the initial extension of the revolving credit facilities had been amortised in the year. Therefore, as at 31 December 2010 bank and other loans are shown net of issue costs of $0.6 million and these issue costs are to be amortised during 2011 to the expected maturity of the current facility. The Group's revolving credit facilities are further detailed in Note 26 section (e)—Financial Instruments: Un-drawn committed facilities.

Senior Notes due 2012

The Senior Notes due 2012 were issued as part of the 6 February 2007 capital reorganisation. The Senior Notes due 2012 were denominated in GBP sterling and totalled £71.9 million. At the date of issue, this amount was the total principal amount held by external parties. The notes were listed on the Euro MTF Luxembourg Stock Exchange and interest is payable bi-annually. At 31 December 2010, the Senior Notes due 2012 are shown net of deferred transaction costs of $0.2 million (31 December 2009: $0.3 million and 1 January 2009: $0.5 million). On issue, $1.0 million (£0.5 million) of costs were capitalised and are being amortised over the five-year life of the notes, with $0.8 million of these issue costs being amortised up to 31 December 2010. A variable interest rate is payable on 1 May and 1 November, each year, based on six-month LIBOR plus 5.5% to 6%, depending on the credit rating of the notes. The total rate payable at the end of 31 December 2010 was 6.53%, being 5.5% above the relevant LIBOR rate, which is fixed at the start of each six-month interest period. At the Company's discretion, 1% (1.5% if the interest rate is LIBOR plus 6%) may be paid in kind through the issue of new notes, though this option has not been taken up and the interest has been paid in full. The Senior Notes were not allowed to be repaid until one year after issue, with a 3% early redemption premium for repayment in the second year after issue, 2% in the third and 1% in the fourth year. There is no redemption premium for repayment after four years from issue. The final maturity then being February 2012. During 2009, the Group entered into a forward rate agreement for the six month period 4 May to 2 November 2010 with the six-month LIBOR portion of the interest on the Senior Notes due 2012 being fixed at 1.69%. No forward rate agreements have been entered into during 2010. During the year ended 31 December 2010 the Group purchased $5.5 million of the Senior Notes due 2012 for $5.0 million through Luxfer Group Limited, a subsidiary of Luxfer Holdings PLC. The gain on the purchase of the Senior Notes due 2012 was $0.5 million. As at 31 December 2010, the principal amount held by external parties outside of the Group was $106.5 million (£68.2 million), (31 December 2009: $116.1 million and 1 January 2009: $105.2 million).

F-40

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

19. Bank and other loans (Continued)

New financing arrangements

The Group entered into new debt financing facilities in 2011, which has been used to repay the facilities existing at 31 December 2010, as further explained in the Post Balance Sheet Events note of the Group financial statements—Note 31.

20. Provisions

	Rationalization & redundancy		Employee benefits		Environmental provisions		Total
	($ millions)
At 1 January 2008	$5.1		$1.1		$6.1		$12.3
Charged to income statement	2.0		0.2		0.3		2.5
Cash payments	(4.5	)	—		(0.6	)	(5.1	)
Exchange adjustments	(0.2	)	—		(1.5	)	(1.7	)
At 1 January 2009	$2.4		$1.3		$4.3		$8.0
Charged to income statement	1.1		0.2		—		1.3
Cash payments	(2.8	)	(0.5	)	(0.2	)	(3.5	)
Exchange adjustments	0.1		—		0.3		0.4
At 1 January 2010	$0.8		$1.0		$4.4		$6.2
Charged to income statement	0.2		0.1		0.3		0.6
Cash payments	(0.5	)	(0.3	)	(0.5	)	(1.3	)
Exchange adjustments	—		—		(0.2	)	(0.2	)
At 31 December 2010	$0.5		$0.8		$4.0		$5.3
At 31 December 2010
Included in current liabilities	0.5		—		2.0		2.5
Included in non-current liabilities	—		0.8		2.0		2.8
	$0.5		$0.8		$4.0		$5.3
At 31 December 2009
Included in current liabilities	0.8		—		1.4		2.2
Included in non-current liabilities	—		1.0		3.0		4.0
	$0.8		$1.0		$4.4		$6.2
At 1 January 2009
Included in current liabilities	2.2		—		3.3		5.5
Included in non-current liabilities	0.2		1.3		1.0		2.5
	$2.4		$1.3		$4.3		$8.0

F-41

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

20. Provisions (Continued)

Rationalization and redundancy

At 31 December 2010 the Group had $0.5 million of provisions relating to redundancy and the rationalization of its operations (31 December 2009: $0.8 million and 1 January 2009: $2.4 million). $0.2 million of this provision relates to restructuring of the production facilities at Riverside, California, USA within the Gas Cylinders division. A further $0.2 million of this provision relates to closure of the Gas Cylinders division manufacturing facility based at Aldridge in the UK. In addition $0.1 million of the provision relates to rationalization and redundancy within the Elektron division to improve operating efficiencies. These costs are expected to be spent in 2011.

Employee benefits

At 31 December 2010 the Group had $0.8 million of employee benefit liabilities (in addition to retirement benefits), as calculated on an actuarial basis, relating to a provision for workers' compensation at the Gas Cylinders division in the USA (31 December 2009: $1.0 million and 1 January 2009: $1.3 million).

Environmental provisions

As at 31 December 2010, the Group had environmental provisions of $4.0 million relating to environmental clean up costs (31 December 2009: $4.4 million and 1 January 2009: $4.3 million). $1.1 million of the provision is for future remediation costs required at the Speciality Aluminium site, in relation to an incident before Luxfer Group's ownership. The remediation expenditure is expected to take place over the next one to two years. A further $2.6 million of environmental provisions relate to work required at the UK Elektron division site. This expenditure is expected to take place over the next two to three years. In addition, environmental remediation costs of $0.3 million have been incurred in relation to the demolition of the building at Redditch, UK, as further explained in Note 4.

F-42

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

21. Deferred tax

	Accelerated tax depreciation	Other temporary differences		Tax losses		Retirement benefit obligations		Total
	($ millions)
At 1 January 2008	$5.1	$(4.5	)	$(0.3	)	$(1.0	)	$(0.7	)
Charged to income statement	1.9	0.2		0.1		0.4		2.6
Credited to other comprehensive income	—	—		—		(15.0	)	(15.0	)
Exchange adjustment	—	—		—		1.9		1.9
At 31 December 2008	$7.0	$(4.3	)	$(0.2	)	$(13.7	)	$(11.2	)
Charged to income statement	0.3	1.3		—		0.1		1.7
Credited to other comprehensive income	—	—		—		(1.4	)	(1.4	)
Exchange adjustment	—	—		—		(0.5	)	(0.5	)
At 31 December 2009	$7.3	$(3.0	)	$(0.2	)	$(15.5	)	$(11.4	)
Charged/(credited) to income statement	0.3	(1.5	)	0.2		1.4		0.4
Charged to other comprehensive income	—	—		—		1.3		1.3
Exchange adjustment	—	—		—		0.2		0.2
At 31 December 2010	$7.6	$(4.5	)	—		$(12.6	)	$(9.5	)

The amount of deferred taxation accounted for in the Group balance sheet, before netting off balances within countries, comprised the following deferred tax assets and liabilities:

	31 December 2010		31 December 2009		1 January 2009
	($ millions)
Deferred tax liabilities	$0.2		$0.2		$0.6
Deferred tax assets	(9.7	)	(11.6	)	(11.8	)
Net deferred tax asset	$(9.5	)	$(11.4	)	$(11.2	)

At the balance sheet date, the Group has unrecognised deferred tax assets relating to certain trading and capital losses and other temporary differences of $22.5 million (31 December 2009: $26.7 million and 1 January 2009: $23.1 million) potentially available for offset against future profits. No deferred tax asset has been recognised in respect of this amount because of the unpredictability of future qualifying profit streams. Of the total unrecognised deferred tax asset of $22.5 million (31 December 2009: $26.7 million and 1 January 2009: $23.1 million), $19.1 million (31 December 2009: $19.7 million and 1 January 2009: $18.0 million) relates to losses that can be carried forward indefinitely under current legislation.

At the balance sheet date, the aggregate amount of temporary differences associated with unremitted earnings of subsidiaries and joint ventures for which deferred tax liabilities have not been recognized was $38.0 million (31 December 2009: $40.4 million and 1 January 2009: $41.2 million). No liability has been recognized in respect of these differences because the Group is in a position to control the timing of the reversal of the temporary differences and it is probable that such differences will not reverse in the

F-43

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

21. Deferred tax (Continued)

foreseeable future. The amount of unrecognized deferred tax liabilities in respect of these unremitted earnings is thus estimated to be $nil (31 December 2009: $nil and 1 January 2009: $nil).

22. Other long term assets and liabilities

Other long term assets

	31 December 2010	31 December 2009	1 January 2009
	($ millions)
Loan Note—deferred consideration	$1.5	$2.4	$2.8

The Loan Note receivable relates to the deferred consideration due from the sale of plant and equipment of the Speciality Aluminium division which was completed in January 2008. The total amount of the deferred consideration was $4.8 million (£2.4 million), payable in annual instalments over the next five years, commencing on the first anniversary of the sale date. The Loan Note earns interest at 6.5% pa from the sale date, and the interest is payable annually in arrears. The interest accrued to 31 December 2010 was $0.1 million (2009: $0.1 million and 2008: $0.2 million), as disclosed in Note 6.

The first three annual repayment instalments of the Loan Note of $0.7 million, $0.8 million and $0.9 million plus interest accrued, were received in January 2009, January 2010 and January 2011 respectively.

As at 31 December 2010, the fair value of the remaining deferred consideration was $2.3 million, which included $0.1 million of interest accrued. Of the $2.3 million, $0.8 million has been included within other receivables, as disclosed in Note 15, and $1.5 million has been included within other non-current assets, as shown above.

23. Trade and other payables

	31 December 2010	31 December 2009	1 January 2009
	($ millions)
Trade payables	$35.3	$24.9	$32.9
Other taxation and social security	3.8	4.3	4.2
Accruals	27.2	21.6	23.7
Interest payable	1.1	1.2	2.0
Derivative financial instruments	—	0.3	5.7
	$67.4	$52.3	$68.5

The Directors consider that the carrying amount of trade payables approximates to their fair value.

F-44

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

24. Commitments and contingencies

	31 December 2010	31 December 2009	1 January 2009
	($ millions)
Operating lease commitments—Group as a lessee
Minimum lease payments under operating leases recognised in the income statement	$3.9	$3.9	$3.9

At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

	31 December 2010	31 December 2009	1 January 2009
	($ millions)
Within one year	$3.4	$3.6	$3.4
In two to five years	9.5	10.0	8.5
In over five years	17.7	17.3	16.1
	$30.6	$30.9	$28.0

Operating lease payments represent rentals payable by the Group for certain of its properties and items of machinery. Leasehold land and buildings have a life between 2 and 65 years. Plant and equipment held under operating leases have an average life between 2 and 5 years. Renewal terms are included in the lease contracts.

Capital commitments

At 31 December 2010, the Group had capital expenditure commitments of $1.0 million (31 December 2009: $2.9 million and 1 January 2009: $0.8 million) for the acquisition of new plant and equipment.

25. Financial risk management objectives and policies

Financial risk management objectives and policies

The Group's financial instruments comprise bank and other loans, senior loan notes, derivatives and trade payables. Other than derivatives, the main purpose of these financial instruments is to raise finance for the Group's operations. The Group also has various financial assets such as trade receivables and cash and short-term deposits, which arise directly from its operations.

A Hedging Committee, chaired by the Group Finance Director, oversees the implementation of the Group's hedging policies, including the risk management of currency and aluminum risks and the use of derivative financial instruments.

It is not the Group's policy or business activity to trade in derivatives. They are only used to hedge underlying risks occurring as part of the Group's normal operating activities.

F-45

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

25. Financial risk management objectives and policies (Continued)

The main risks arising from the Group's financial instruments are cash flow interest rate risk, liquidity risk, foreign currency translation and transaction risk, aluminum price risk and credit risk on trade receivables and a $70.3 million variable interest rate on its (£45 million GBP sterling denominated) asset backed revolving credit facilities, of which $10.2 million was drawn down as at 31 December 2010, see Note 19.

The Group regularly enters into forward currency contracts to manage currency risks and when considered suitable will use other financial derivatives to manage commodity and interest rate risks.

Interest rate risk

At 31 December 2010, the Group had significant exposure to variable interest due to its $106.5 million floating rate Senior Notes due 2012 and revolving credit facilities and $115 million of its $180 million new financing arrangements are also based on variable interest rate debt (as further explained in note 31). As a result of this exposure, the Group may decide to hedge interest payable under the notes based on a combination of forward rate agreements, interest rate caps and swaps.

During 2009, the Group entered into a forward rate agreement for the six-month period 4 May to 2 November 2010 with the six-month LIBOR portion of the interest on the Senior Notes due 2012 being fixed at 1.69%. The Senior Notes due 2012 are shown net of transaction costs of $0.2 million (31 December 2009: $0.3 million and 1 January 2009: $0.5 million) which have been capitalised and amortised over the life of the Senior Notes due 2012. The remaining transaction costs were amortised during 2011 to the date that the Senior Notes due 2012 have been repaid in full as disclosed in the Post Balance Sheet Events note of the Group's financial statements—Note 31.

The Group's revolving credit facilities were scheduled to mature in April 2011 and on 17 September 2010 the Group extended its revolving credit facilities until 31 October 2011. Issue costs incurred with the renewal on 17 September 2010 totalled $0.2 million. These issue costs were amortised from the date of renewal to the end of the revolving credit facilities as disclosed in the Post Balance Sheet Events note of the Group's financial statements—Note 31. During 2010, a further $1.2 million of issues costs relating to the initial extension of the revolving credit facilities had been amortised in the year. Therefore, as at 31 December 2010 bank and other loans are shown net of issue costs of $0.6 million and these issue costs have now been amortised during 2011 to the maturity date of the current facility and the Group at 31 December 2010 was exposed to variable interest rates on its bank and other loans of $10.2 million.

Total debt, before netting off issue costs as at 31 December 2010, subject to variable interest rates was therefore $116.7 million and based on this level a 1% increase in rates would increase the Group's annual interest cost by $1.2 million.

Liquidity risk

To understand and monitor cash flows, the Group uses a combination of a short-term rolling six week cash forecast, based on expected daily liquidity requirements and longer term monthly rolling forecasts, covering forecast periods of between six and eighteen months forward. The Group also prepares, at least annually, longer-term strategic cash forecasts. Together this system of control is used to ensure the Group can fund its ongoing operations, including working capital, capital expenditure and interest payments and to ensure that bank covenant targets will be met. Short and medium term changes in liquidity needs have been

F-46

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

25. Financial risk management objectives and policies (Continued)

funded from the Group's $70.3 million (£45 million) revolving bank facility and will in future be provided by the Group's new $66 million (£40 million GBP sterling denominated) facility arranged in 2011 (as disclosed in Note 31), which provides the ability to draw down and repay funds on a daily basis. In monitoring liquidity requirements and planning its working capital and capital expenditure programmes, the Group aims to maintain a sufficiently prudent level of headroom against its banking facilities and forecast covenant position as protection against any unexpected or sudden market shocks.

The maturity of the Group's liabilities are also monitored to ensure sufficient funds remain available to meet liabilities as they fall due. The table below summarises the maturity profile of the carrying value of the Group's financial liabilities at 31 December.

	31 December 2010			31 December 2009			1 January 2009
	Within 12 months	1-5 years	Total	Within 12 months	1-5 years	Total	Within 12 months	1-5 years	Total
	($ millions)
Carrying value of financial liabilities:
Senior Notes due 2012	—	$106.5	$106.5	—	$116.1	$116.1	—	$105.2	$105.2
Cumulative preference shares	—	0.1	0.1	—	0.1	0.1	—	0.1	0.1
Bank and other loans	10.2	—	10.2	—	11.6	11.6	39.3	—	39.3
Trade payables	35.3	—	35.3	24.9	—	24.9	32.9	—	32.9
Other taxation and social security	3.8	—	3.8	4.3	—	4.3	4.2	—	4.2
Accruals	27.2	—	27.2	21.6	—	21.6	23.7	—	23.7
Interest payable	1.1	—	1.1	1.2	—	1.2	2.0	—	2.0
Derivative financial instruments	—	—	—	0.3	—	0.3	5.7	—	5.7
	$77.6	$106.6	$184.2	$52.3	$127.8	$180.1	$107.8	$105.3	$213.1

F-47

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

25. Financial risk management objectives and policies (Continued)

The table below summarises the maturity profile of the Group's financial liabilities at 31 December based on contractual undiscounted payments. Interest rates on the Group's debt have been based on a forward curve.

	31 December 2010		31 December 2009		1 January 2009
	($ millions)
Undiscounted contractual maturity of financial liabilities:
Amounts payable:
Within 12 months	$84.0		$58.5		$115.9
1-5 years	108.6		138.4		124.7
	192.6		196.9		240.6
Less: future finance charges	(8.4	)	(16.8	)	(27.5	)
	$184.2		$180.1		$213.1

Capital risk management

In recent years the Group has sought to reduce its indebtedness and increase the level of equity funding and has organised its capital structure to fund medium and long-term investment programmes aimed at the development of new products and production facilities. At 31 December 2010, the debt managed by the Group included the Senior Notes due 2012 and bank and other loans which related to drawings on the Group's revolving credit facilities.

F-48

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

25. Financial risk management objectives and policies (Continued)

The Group monitors its adjusted EBITDA for continuing activities to net debt ratio and has sought to reduce this over time from 6x to below 3x. The table below sets out the calculations for 2010, 2009 and 2008:

	2010		2009		2008
	($ millions)
For continuing operations:
Operating profit	$44.9		$27.3		$38.7
Add back: Redundancy and restructuring costs (Note 4)	0.2		1.1		2.0
Add back: Lease commutation proceeds on vacant property (Note 4)	(1.1	)	—		—
Add back: Demolition and environmental remediation of vacant property (Note 4)	1.1		—		—
Add back: Provision for environmental costs (Note 4)	—		—		0.3
Loss on disposal of property, plant and equipment	0.7		0.1		0.9
Depreciation and amortization	13.8		13.7		14.7
Adjusted EBITDA	$59.6		$42.2		$56.6
Bank and other loans	9.6		10.1		39.3
Senior Notes due 2012	106.3		115.8		104.7
Total debt	115.9		125.9		144.0
Less cash	(10.3	)	(2.9	)	(2.9	)
Net debt	$105.6		$123.0		$141.1
Net debt: EBITDA ratio	1.8x		2.9x		2.5x

Credit risk

The Group only provides trade credit to creditworthy third parties. Credit checks are performed on new and existing customers along with monitoring payment histories of customers. Outstanding receivables from customers are closely monitored to ensure they are paid when due, with both outstanding overdue days and total days of sales outstanding ("DSO days") reported as a business unit key performance measure. Where possible export sales are also protected through the use of credit export insurance. At 31 December 2010, the Group has a provision for bad and doubtful debtors of $1.4 million (31 December 2009: $1.4 million and 1 January 2009: $1.3 million) and $0.2 million (2009: $0.3 million and 2008: $nil) has been charged to the Income Statement in relation to bad debts incurred in 2010.

The analysis of trade receivables that were past due but not impaired is as follows:

			Past due but not impaired
	Total	Neither past due nor impaired	< 31 days	31-61 days	61-91 days	91-121 days	> 121 days
	($ millions)
At 31 December 2010	$43.6	$36.6	$5.1	$1.1	$0.8	—	—
At 31 December 2009	41.1	33.4	6.9	0.8	—	—	—
At 1 January 2009	42.7	32.8	6.7	2.0	0.6	0.6	—

F-49

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

25. Financial risk management objectives and policies (Continued)

The Group also monitors the spread of its customer base with the objective of trying to minimise exposure at a Group and divisional level to any one customer. The top ten customers in 2010 represented 30.8% (2009: 31.2% and 2008: 30.6%) of total revenue.

Foreign currency translation risk

With substantial operations in the UK and Rest of Europe, the Group is exposed to translation risk on both its Income Statement, based on average exchange rates, and it's Balance Sheet with regards to period end exchange rates.

The Group's results and net assets are reported by geographic region in Note 2. This analysis shows in 2010 the Group had revenue of $170.0 million derived from UK operations and operating profit of $14.7 million. During 2010, the average exchange rate for GBP sterling was £0.6482, being weaker than the 2009 average of £0.6364. This resulted in an adverse impact of $2.7 million on revenue and $0.2 million on operating profit. Based on the 2010 level of sales and profits a £0.05 increase in the GBP sterling to US dollar exchange rate would result in a $12.2 million decrease in revenue and $1.1 million decrease in operating profit.

The capital employed as at 31 December 2010 in the UK was $57.3 million translated at an exchange rate of £0.6404. A £0.05 increase in exchange rates would reduce capital employed by approximately $3.9 million.

During 2010, the average exchange rate for the Euro was €0.7575, being weaker than the 2009 average of €0.7166. This resulted in an adverse impact of $2.0 million on revenue and $0.1 million on operating profit. Based on the 2010 level of sales and profits a €0.05 increase in the Euro to US dollar exchange rate would result in a $2.4 million decrease in revenue and $0.1 million decrease in operating profit.

Foreign currency transaction risk

In addition to currency translation risk, the Group incurs currency transaction risk whenever one of the Group's operating subsidiaries enters into either a purchase or sales transaction in a currency other than its functional currency. Currency transaction risk is reduced by matching sales revenues and costs in the same currency. The Group's US operations have little currency exposure as most purchases, costs and revenues are conducted in US dollars. The Group's UK operations are exposed to exchange transaction risks, mainly because these operations sell goods priced in euros and US dollars, and purchase raw materials priced in US dollars.

The UK operations within the Group have around an estimated $10 million net sales risk after offsetting raw material purchases made in US dollars and a substantial euro sales risk, with approximately €35 million to €45 million of exports priced in euros each year. These risks are being partly hedged through the use of forward foreign currency exchange rate contracts, but we estimate that in 2010 our Elektron division has incurred a transaction loss of $0.5 million, and the transaction impact at our Gas Cylinders division was a gain of $2.5 million.

F-50

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

25. Financial risk management objectives and policies (Continued)

Based on a $10 million net exposure to the US dollar, a $0.10 increase in exchange rates would have a $0.6 million annual decrease in Group operating profit and based on a €40 million euro sales risk a €0.10 increase in exchange rates would have a $4.2 million annual decrease in Group operating profit.

Aluminum and other commodity risks

The Group is exposed to a number of commodity price risks, including primary aluminum, magnesium, rare earth chemicals, zircon sand and other zirconium basic compounds. All have been subject to substantial increases in recent years. Historically the two largest exposures to the Group have been aluminum and magnesium prices and the Group will spend annually approximately $60 million to $70 million on these two raw materials. Recently the costs of rare earth chemicals have also been subject to significant commodity inflation.

Unlike the other major commodities purchased, aluminum is traded on the London Metal Exchange ("LME") and therefore the Group is able to use LME derivative contracts to hedge a portion of its price exposure. In 2010 the Group purchased approximately 13,000 tonnes of primary aluminum, it scrapped around 3,000 tonnes of processed waste and made finished goods equal to approximately 10,000 tonnes. The processed waste can be sold as scrap aluminum at prices linked to the LME price. The price risk on aluminum is mitigated by agreeing fixed prices with the suppliers, along with the use of LME derivative contracts. As at 31 December 2010, the Group had fixed priced purchase contracts covering up to approximately 25% of our main primary aluminum requirements for 2011. As at 31 December 2010, the Group had no LME hedges in place for 2011. Before hedging the risk, a $100 movement in the LME price of aluminum would increase our Gas Cylinders division's costs by $0.9 million.

In the long term the Group has sought to recover the cost of increased commodity costs through price increases and surcharges. Any hedging of aluminum risk is performed to protect the Group against short-term fluctuations in aluminum costs.

In 2009 the Group purchased approximately 4,000 tonnes of primary magnesium (2008: 10,000 tonnes) and in 2010 this increased to approximately 7,000 tonnes, being significantly higher than 2009 due to both an increase in sales volumes and during 2009 the consumption of higher stocks carried forward from the end of 2008. Magnesium is not traded on the LME so we are not able to maintain a hedge position of its price exposure.

The Group purchases annually approximately 800 tonnes of various rare earth chemicals which it uses in the production of various materials produced by its Elektron division and has sought to provide its customers with a stable surcharge price on these increasing costs by buying forward rare earths in bulk.

26. Financial instruments

The following disclosures relating to financial instruments have been prepared on a basis which excludes short-term debtors and creditors which have resulted from the Group's operating activities.

F-51

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

26. Financial instruments (Continued)

(a) Financial instruments of the Group

The financial instruments of the Group other than short-term debtors and creditors were as follows:

Primary financial instruments:	Book value 31 December 2010	Fair value 31 December 2010	Book value 31 December 2009	Fair value 31 December 2009	Book value 1 January 2009	Fair value 1 January 2009
	($ millions)
Financial assets:
Cash at bank and in hand	$10.3	$10.3	$2.9	$2.9	$2.9	$2.9
Financial liabilities:
Bank loans—drawn under revolving credit facility	$10.2	$10.2	$11.6	$11.6	$39.3	$39.3
Cumulative preference shares	0.1	0.1	0.1	0.1	0.1	0.1
Senior Notes due 2012	106.5	104.3	116.1	87.0	105.2	71.0
	$116.8	$114.6	$127.8	$98.7	$144.6	$110.4

All financial assets mature within one year. The maturity of the financial liabilities are disclosed in Note 24.

As at 31 December 2010, the amount drawn in loans on the revolving credit facilities was $10.2 million and all of this was drawn by the US operations in US dollars. As at 31 December 2009, the entire amount drawn in loans on the revolving credit facility of $11.6 million was denominated in US dollars. At 1 January 2009, $21.5 million of the amount drawn in loans on the revolving credit facility was denominated in US dollars with the remaining financial liabilities denominated in sterling.

Derivative financial instruments are as follows:	Book value 31 December 2010	Fair value 31 December 2010	Book value 31 December 2009		Fair value 31 December 2009		Book value 1 January 2009		Fair value 1 January 2009
	($ millions)
Held to hedge purchases and sales by trading businesses:
Forward foreign currency contracts	$0.2	$0.2	—		—		$(5.3	)	$(5.3	)
Forward aluminum commodity contracts	—	—	—		—		(0.4	)	(0.4	)
Forward rate interest rate agreements	—	—	(0.3	)	(0.3	)	—		—

F-52

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

26. Financial instruments (Continued)

The fair value calculations were performed on the following basis:

Cash in hand, at bank

The carrying value approximates to the fair value as a result of the short-term maturity of the instruments.

Bank loans

At 31 December 2010 bank and other loans of $9.6 million (31 December 2009: $10.1 million and 1 January 2009: $39.3 million) were outstanding. The Group's revolving credit facilities were scheduled to mature in April 2011 and on 17 September 2010 the Group extended its revolving credit facilities until 31 October 2011. Issue costs incurred with the renewal on 17 September 2010 totalled $0.2 million. During 2010, a further $1.2 million of issues costs relating to the initial extension of the revolving credit facilities had been amortised in the year. Therefore, as at 31 December 2010 bank and other loans are shown net of issue costs of $0.6 million and these issue costs have now been amortised during 2011 to the expected maturity of the current facility and the Group at 31 December 2010 was exposed to variable interest rates on its bank and other loans of $10.2 million. This represented the utilisation of the Group's revolving credit facility. The fair value is calculated to be the same as the book value.

Cumulative preference shares

The 50,000 'B' preference shares of £1 each are entitled to a dividend and are entitled to be redeemed prior to any distribution or return of capital to ordinary shareholders. The fair value as at 31 December 2010 is $0.1 million.

Senior Notes due 2012

For the Senior Notes due 2012 the principal amount held by external parties was $106.5 million (31 December 2009: $116.1 million and 1 January 2009: $105.2 million). During the year ended 31 December 2010 the Group purchased $5.5 million of the Senior Notes due 2012 for $5.0 million through Luxfer Group Limited, a subsidiary of Luxfer Holdings PLC. The gain on the purchase of the Senior Notes due 2012 was $0.5 million. The Senior Notes due 2012 are shown in the Group Balance Sheet as $106.3 million, being net of issue costs which were originally $1.0 million. These issue costs were capitalised and amortised over the five-year life of the Senior Notes due 2012. $0.8 million of the issue costs have been amortised to 31 December 2010 and $0.2 million have been offset against the par value of the notes.

The Senior Notes due 2012 are traded instruments listed on the Euro MTF Luxembourg Stock Exchange. The fair value at 31 December 2010 was estimated from a quoted price as at 31 December, however market prices of corporate bonds are very volatile and there was very little trading in these notes, with a large spread in bid and offer prices, making a market priced based fair value of these notes difficult to estimate.

F-53

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

26. Financial instruments (Continued)

Forward foreign currency contracts

The fair value of these contracts was calculated by determining what the Group would be expected to receive or pay on termination of each individual contract by comparison to present market prices.

Aluminum commodity contracts

The Group did not hold any forward aluminum commodity contracts as at 31 December 2010 or 31 December 2009. As at 1 January 2009, the fair value of these contracts has been calculated by valuing the contracts against the equivalent forward rates quoted on the LME.

Forward rate interest rate agreements

The fair value of these contracts has been calculated by determining the forward six-month LIBOR interest rate curve from the present market prices. The Group did not hold any forward rate interest rate agreements at 31 December 2010.

Fair value hierarchy

At 31 December 2010, for those financial instruments of the Group recorded at fair value, the Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly

Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.

	31 December 2010	Level 1	Level 2	Level 3
	($ millions)
Derivative financial liabilities at fair value through profit or loss:
Forward foreign currency contracts	0.2	—	0.2	—

During the year ended 31 December 2010, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfers into and out of Level 3 fair value measurements.

F-54

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

26. Financial instruments (Continued)

(b) Interest rate risks

Interest rate risk profile on financial assets

This table shows the Group's financial assets as at 31 December, which are cash at bank and in hand. These assets are all subject to floating interest rate risk.

Cash by currency:	31 December 2010		31 December 2009		1 January 2009
	($ millions)
US Dollar	$(1.0	)	$(1.8	)	$(0.6	)
GBP	6.2		2.0		0.6
Euro	1.6		0.9		0.9
Australian Dollar	0.2		0.4		0.1
Chinese Renminbi	2.0		0.6		0.8
Czech Koruna	1.3		0.8		1.1
	$10.3		$2.9		$2.9

The Group earns interest on cash balances through either deposit accounts or placing funds on money markets at short-term fixed rates.

In all cases, interest earned is at approximately LIBOR rates during the year.

The Group's Loan Note relating to the deferred consideration due from the sale of plant and equipment of the Speciality Aluminium division is subject to a fixed interest rate of 6.5% pa. This is further detailed in Note 22. At 31 December 2010, the fair value of the remaining deferred consideration was $2.3 million. The Group has no other fixed interest rate assets.

F-55

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

26. Financial instruments (Continued)

Interest rate risk profile on financial liabilities

The following table sets out the carrying amount, by original maturity, of the Group's financial instruments that were exposed to both fixed and variable interest rate risk:

	31 December 2010			31 December 2009			1 January 2009
	Within 12 months	1-5 years	Total	Within 12 months	1-5 years	Total	Within 12 months	1-5 years	Total
	($ millions)
Fixed interest rate risk:
Cumulative preference shares	—	0.1	0.1	—	0.1	0.1	—	0.1	0.1
	—	$0.1	$0.1	—	$0.1	$0.1	—	$0.1	$0.1
Variable interest rate risk:
Bank and other loans	10.2	—	10.2	—	11.6	11.6	39.3	—	39.3
Senior Notes due 2012	—	106.5	106.5	—	116.1	116.1	—	105.2	105.2
	$10.2	$106.5	$116.7	—	$127.7	$127.7	$39.3	$105.2	$144.5

The Group's floating rate liabilities related to bank and other loans under the Group's revolving credit facilities of $10.2 million (31 December 2009: $11.6 million and 1 January 2009: $39.3 million) and the Senior Notes due 2012 issued as part of the capital reorganisation on 6 February 2007. Details of the Senior Notes due 2012 are disclosed in Note 19—Interest Bearing Loans and Borrowings.

During 2009, the Group entered into a forward rate agreement for the six-month period 4 May to 2 November 2010 with the six-month LIBOR portion of the interest on the Senior Notes due 2012 being fixed at 1.69%. No forward rate agreements were entered into during 2010 and 2008. As disclosed in Note 19 the interest rate payable on 3 May 2011 is 6.53%, based on six-month LIBOR plus 5.5%, therefore as at 31 December 2010 the Group was exposed to variable rate interest to the maturity of the Senior Notes due 2012 in February 2012.

F-56

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

26. Financial instruments (Continued)

(c) Hedging activities

Forward foreign currency exchange contracts

The Group utilises forward foreign currency exchange contracts to hedge significant future transactions and cash flows to manage its exchange rate exposures. The contracts purchased are primarily denominated in Sterling, US dollars and Euros. The Group is also exposed to a number of other currencies like Australian dollars with hedges against these on a more ad hoc basis, when exposures are more significant.

At 31 December 2010, the fair value of forward foreign currency exchange contracts deferred in equity was a gain of $0.1 million (2009: gain of $0.1 million and 2008: loss of $4.3 million). During 2010 a loss of $0.2 million (2009: loss of $1.4 million and 2008: gain of $1.0 million) has been transferred to the income statement in respect of contracts that have matured in the year.

At 31 December 2010, 2009 and 1 January 2009 the Group held various foreign exchange contracts designated as hedges in respect of forward sales for US dollars, Euros, Australian dollars and Japanese yen for the receipt of GBP sterling. The Group also held foreign exchange contracts designated as hedges in respect of forward purchases for US dollars and Euros by the sale of GBP sterling. The contract totals in GBP sterling, range of maturity dates and range of exchange rates are disclosed below:

31 December 2010 Sales hedges	US dollars	Euros	Australian dollars	Japanese yen
Contract totals/£M	15.8	18.8	N/A	0.1
Maturity dates	01/11 to 10/11	01/11 to 10/11	N/A	01/11
Exchange rates	$1.4591 to $1.6139	€1.0958 to €1.2165	N/A	JPY126.7500

31 December 2010 Purchase hedges	US dollars	Euros	Australian dollars	Japanese yen
Contract totals/£M	19.0	N/A	N/A	N/A
Maturity dates	01/11 to 10/11	N/A	N/A	N/A
Exchange rates	$1.4950 to $1.6151	N/A	N/A	N/A

31 December 2009 Sales hedges	US dollars	Euros	Australian dollars	Japanese yen
Contract totals/£M	13.6	16.4	0.2	N/A
Maturity dates	01/10 to 12/10	01/10 to 12/10	01/10 to 03/10	N/A
Exchange rates	$1.4572 to $1.6628	€1.0785 to €1.1692	AUD1.8300 to AUD1.8407	N/A

31 December 2009 Purchase hedges	US dollars	Euros	Australian dollars	Japanese yen
Contract totals/£M	9.0	N/A	N/A	N/A
Maturity dates	01/10 to 12/10	N/A	N/A	N/A
Exchange rates	$1.4733 to $1.6763	N/A	N/A	N/A

F-57

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

26. Financial instruments (Continued)

1 January 2009 Sales hedges	US dollars	Euros	Australian dollars	Japanese yen
Contract totals/£M	14.6	14.9	0.4	N/A
Maturity dates	01/09 to 09/09	01/09 to 10/09	02/09 to 04/09	N/A
Exchange rates	$1.5073 to $1.9748	€1.1161 to €1.2807	AUD2.2777 to AUD2.2877	N/A

1 January 2009 Purchase hedges	US dollars	Euros	Australian dollars	Japanese yen
Contract totals/£M	8.9	1.4	N/A	N/A
Maturity dates	01/09 to 09/09	01/09 to 05/09	N/A	N/A
Exchange rates	$1.4959 to $1.9755	€1.0593 to €1.2579	N/A	N/A

Aluminum commodity contracts

The Group did not hold any forward aluminum commodity contracts at 31 December 2010 or 31 December 2009. At 1 January 2009 contracts with a fair value of a loss of $0.4 million were deferred in equity. In 2009 a loss of $0.4 million has been transferred to the income statement in respect of contracts that had matured during that year.

Forward rate interest rate agreements

The Group did not hold any forward rate interest rate agreements at 31 December 2010 and 1 January 2009. At 31 December 2009 contracts with a fair value of a loss of $0.3 million were deferred in equity. During 2009, the Group entered into a forward rate agreement for the six month period 4 May to 2 November 2010 with the six-month LIBOR portion of the interest on the Senior Notes due 2012 being fixed at 1.69%. In 2010 a loss of $0.3 million has been transferred to the income statement in respect of the forward rate agreement that matured during the year.

(d) Foreign currency translation risk disclosures

Exchange gains and losses arising on the translation of the Group's non-US assets and liabilities are classified as equity and transferred to the Group's translation reserve. In 2010 a gain of $0.2 million (2009: loss of $2.2 million and 2008: gain of $13.8 million) was recognised in translation reserves.

(e) Un-drawn committed facilities

At 31 December 2010 the Group had committed banking facilities denominated in GBP sterling of £45.0 million ($70.3 million). At 31 December 2009 these committed banking facilities were £45.0 million ($72.7 million) and at 1 January 2009 they were £45.0 million ($65.9 million). The facilities were for providing short-term loans and overdrafts, with a sub-limit for letters of credit and bank guarantees which at 31 December 2010 was £10.0 million ($15.6 million). At 31 December 2009 the sub-limit was £10.0 million ($16.2 million) and at 1 January 2009 was £10.0 million ($14.6 million). Of these committed facilities, $10.2 million (31 December 2009: $11.6 million and 1 January 2009: $39.3 million) of short-term loans and $5.3 million (31 December 2009: $5.0 million and 1 January 2009: $6.0 million) for letters of credit, forward foreign currency contracts and bank guarantees were drawn.

F-58

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

27. Retirement benefits

The Group operates defined benefit arrangements in the UK, the US and France. The levels of funding are determined by periodic actuarial valuations. Further, the Group also operates defined contribution plans in the UK, US and Australia. The assets of the plans are generally held in separate trustee administered funds.

Actuarial gains and losses are recognised in full in the period in which they occur. The liability recognised in the balance sheet represents the present value of the defined benefit obligation, as reduced by the fair value of plan assets. The cost of providing benefits is determined using the Projected Unit Credit Method.

The principal defined benefit pension plan in the UK is the Luxfer Group Pension Plan, which closed to new members in 1998, new employees then being eligible for a defined contribution plan. With effect from April 2004 the Luxfer Group Pension Plan changed from a final salary to a career average revalued earnings benefit scale. In August 2005 a plan specific earnings cap of £60,000 per annum subject to inflation increases was introduced, effectively replacing the statutory earnings cap. In October 2007 the rate of the future accrual for pension was reduced and a longevity adjustment was introduced to mitigate against the risk of further increases in life expectancies. The pension cost of the Plan is assessed in accordance with the advice of an independent firm of professionally qualified actuaries, Lane Clark & Peacock LLP.

The Group's other arrangements are less significant than the Luxfer Group Pension Plan, the largest being the BA Holdings Inc Pension Plan in the US. In December 2005 the plan was closed to further benefit accrual with members being offered contributions to the Company's 401(k) plan.

The total charge to the Group's income statement for 2010 for retirement benefits was a regular cost of $6.6 million (2009: $7.8 million and 2008: $3.7 million).

The movement in the pension liability is shown below:

	31 December 2010		31 December 2009		1 January 2009
	($ millions)
Balance at 1 January	$53.1		$42.0		$3.3
Charged to the Income Statement	6.6		7.8		3.7
Contributions	(13.3	)	(8.4	)	(8.5	)
(Credited)/charged to the Statement of Comprehensive Income	(4.4	)	10.1		49.9
Exchange adjustments	(0.8	)	1.6		(6.4	)
Balance at 31 December	$41.2		$53.1		$42.0

F-59

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

27. Retirement benefits (Continued)

The financial assumptions used in the calculations are:

	Projected Unit Valuation
	United Kingdom						Non United Kingdom
	2010		2009		2008		2010		2009		2008
	(%)
Discount Rate	5.50	%	5.80	%	6.40	%	5.50	%	6.00	%	6.00	%
Salary Inflation	4.50		4.60		3.80		—		—		—
Retail Price Inflation	3.50		3.60		2.80		—		—		—
Consumer Price Inflation	2.80		n/a		n/a		—		—		—
Pension increases:
—pre 6 April 1997	2.60		2.70		2.60		—		—		—
—1997–2005	3.40		3.50		2.80		—		—		—
—post 5 April 2005	2.20		2.30		2.10		—		—		—

The assets in the plan and expected rate of long-term return were:

	Long-term rate of return expected
	United Kingdom						Non United Kingdom
	2010		2009		2008		2010		2009		2008
	(%)
Equities and Growth Funds	7.60	%	8.10	%	7.70	%	8.10	%	8.70	%	8.60	%
Gilts	4.20		4.40		3.80		—		—		—
Other Bonds	5.20		5.30		5.00		5.10		5.50		5.80
Cash	4.20		4.40		3.80		—		—		—

Other principal actuarial assumptions:

	2010 Years		2009 Years
Life expectancy of male in the UK aged 65 in 2010		20.3		19.3
Life expectancy of male in the UK aged 65 in 2030		21.5		20.3

F-60

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

27. Retirement benefits (Continued)

The amounts recognised in income in respect of the pension plans are as follows:

	Year ended 31 Dec 2010						Year ended 31 Dec 2009						Year ended 31 Dec 2008
	UK		Non UK		Total		UK		Non UK		Total		UK		Non UK		Total
	($ millions)
In respect of defined benefit plans
Current service cost	$0.8		$0.0		$0.8		$0.3		$0.2		$0.5		$1.1		$0.2		$1.3
Interest cost	14.8		3.1		17.9		14.0		3.0		17.0		16.4		2.9		19.3
Expected return on plan assets	(12.8	)	(2.8	)	(15.6	)	(10.1	)	(2.2	)	(12.3	)	(16.6	)	(3.3	)	(19.9	)
Total charge for defined benefit plans	$2.8		$0.3		$3.1		$4.2		$1.0		$5.2		$0.9		$(0.2	)	$0.7
In respect of defined contribution plans
Total charge for defined contribution plans	1.8		1.7		3.5		1.4		1.2		2.6		1.0		2.0		3.0
Total charge for pension plans	$4.6		$2.0		$6.6		$5.6		$2.2		$7.8		$1.9		$1.8		$3.7

Of the charge for the year, charges of $4.4 million and $2.2 million (2009: $5.4 million and $2.4 million; 2008 $2.7 million and $1.0 million) have been included in cost of sales and administrative costs respectively.

For the year, the amount of gains recognised in the Statement of Comprehensive Income is $4.4 million (2009: loss of $10.1 million and 2008: loss of $49.9 million).

In 2010, this includes a gain of $7.2 million arising from the UK Government's announcement that any future statutory pension indexation will be based on the Consumer Price Index (CPI) measure of inflation, rather than the Retail Price Index (RPI).

The actual return of the plan assets was a gain of $30.1 million (2009: gain of $41.6 million and 2008: loss of $61.2 million). The overall expected rate of return is determined on the basis of the market prices prevailing at the respective balance sheet date, applicable to the period over which the obligation is to be settled.

F-61

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

27. Retirement benefits (Continued)

The value of the plan assets were:

	31 December 2010						31 December 2009
													1 January 2009
			Non UK						Non UK
	UK				Total		UK				Total		UK		Non UK		Total
	($ millions)
Equities and Growth Funds	$183.3		$25.1		$208.4		$166.5		$22.1		$188.6		$130.3		$13.8		$144.1
Gilts	12.8		—		12.8		12.1		—		12.1		22.0		—		22.0
Other Bonds	50.0		20.0		70.0		52.8		18.3		71.1		32.4		19.2		51.6
Cash	—		—		—		0.3		—		0.3		0.1		—		0.1
Total market value of assets	$246.1		$45.1		$291.2		$231.7		$40.4		$272.1		$184.8		$33.0		$217.8
Present value of plan liabilities	(274.8	)	(57.6	)	(332.4	)	(272.2	)	(53.0	)	(325.2	)	(207.7	)	(52.1	)	(259.8	)
Deficit in the plan	(28.7	)	(12.5	)	(41.2	)	(40.5	)	(12.6	)	(53.1	)	(22.9	)	(19.1	)	(42.0	)
Related deferred tax asset	7.8		4.8		12.6		11.3		4.2		15.5		6.4		7.3		13.7
Net pension liability	$(20.9	)	$(7.7	)	$(28.6	)	$(29.2	)	$(8.4	)	$(37.6	)	$(16.5	)	$(11.8	)	$(28.3	)

Analysis of movement in the present value of the defined benefit obligations:

	2010						2009						2008
	UK		Non UK		Total		UK		Non UK		Total		UK		Non UK		Total
	($ millions)
At 1 January	$272.2		$53.0		$325.2		$207.7		$52.1		$259.8		$305.8		$49.4		$355.2
Service cost	0.8		0.0		0.8		0.3		0.2		0.5		1.1		0.2		1.3
Interest cost	14.8		3.1		17.9		14.0		3.0		17.0		16.4		2.9		19.3
Contributions from plan members	0.8		—		0.8		0.9		—		0.9		1.3		—		1.3
Age related NI rebate	0.3		—		0.3		0.3		—		0.3		0.4		—		0.4
Actuarial losses and (gains)	7.2		4.0		11.2		39.9		(0.3	)	39.6		(23.1	)	1.6		(21.5	)
Exchange difference	(9.3	)	—		(9.3	)	21.7		—		21.7		(81.3	)	—		(81.3	)
Benefits paid	(12.0	)	(2.5	)	(14.5	)	(12.6	)	(2.0	)	(14.6	)	(12.9	)	(2.0	)	(14.9	)
At 31 December	$274.8		$57.6		$332.4		$272.2		$53.0		$325.2		$207.7		$52.1		$259.8

The defined benefit obligation comprises $1.4 million (31 December 2009: $1.5 million and 1 January 2009: $1.3 million) arising from unfunded plans and $331.0 million (31 December 2009: $323.7 million and 1 January 2009: $258.5 million) from plans that are funded.

The sensitivities regarding the principal assumptions used to measure the present value of the defined benefit obligations are set out below:

Assumption	Change in assumption	Impact on total defined benefit obligations
Discount rate	Increase/decrease by 1.0%	Decrease/increase by 16%
Inflation	Increase/decrease by 1.0%	Increase/decrease by 6%
Post retirement mortality	Increase by 1 year	Increase by 2%

F-62

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

27. Retirement benefits (Continued)

Analysis of movement in the present value of the fair value of plan assets:

	2010						2009						2008
	UK		Non UK		Total		UK		Non UK		Total		UK		Non UK		Total
	($ millions)
At 1 January	$231.7		$40.4		$272.1		$184.8		$33.0		$217.8		$305.8		$46.2		$352.0
Expected return on plan assets	12.8		2.8		15.6		10.1		2.2		12.3		16.6		3.3		19.9
Actuarial gains	13.4		2.2		15.6		22.5		7.0		29.5		(56.3	)	(15.1	)	(71.4	)
Exchange difference	(8.5	)	—		(8.5	)	20.1		—		20.1		(74.9	)	—		(74.9	)
Contributions from employer	7.7		2.2		9.9		5.7		0.2		5.9		5.0		0.5		5.5
Contributions from plan members	0.8		—		0.8		0.9		—		0.9		1.3		—		1.3
Age related NI rebate	0.3		—		0.3		0.3		—		0.3		0.4		—		0.4
Benefits paid	(12.1	)	(2.5	)	(14.6	)	(12.7	)	(2.0	)	(14.7	)	(13.1	)	(1.9	)	(15.0	)
At 31 December	$246.1		$45.1		$291.2		$231.7		$40.4		$272.1		$184.8		$33.0		$217.8

Amounts for the current and previous four years are as follows:

	2010 UK		2010 Non UK		2010 Group
Total market value of plan assets $M	$246.1		$45.1		$291.2
Present value of plan liabilities $M	(274.8	)	(57.6	)	(332.4	)
Deficit in the plan $M	$(28.7	)	$(12.5	)	$(41.2	)
Difference between the expected and actual return on plan assets:
Amount $M	12.3		2.1		14.5
Percentage of plan assets	5	%	5	%	5	%
Experience gains and losses on plan liabilities:
Amount $M	1.7		—		1.7
Percentage of present value of plan liabilities	1	%	0	%	1	%
Total cumulative amount recognised in Statement of Comprehensive Income:
Amount $M	14.7		10.0		24.7
Percentage of present value of plan liabilities	5	%	17	%	7	%

F-63

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

27. Retirement benefits (Continued)

	2009 UK			2009 Non UK			2009 Group			2008 UK			2008 Non UK			2008 Group
Total market value of plan assets $M	$	231.7		$	40.4		$	272.1		$	184.8		$	33.0		$	217.8
Present value of plan liabilities $M		(272.2	)		(53.0	)		(325.2	)		(207.7	)		(52.1	)		(259.8	)
Deficit in the plan $M	$	(40.5	)	$	(12.6	)	$	(53.1	)	$	(22.9	)	$	(19.1	)	$	(42.0	)
Difference between the expected and actual return on plan assets:
Amount $M		22.6			6.8			29.3			(62.1	)		(19.0	)		(81.1	)
Percentage of plan assets		10	%		17	%		11	%		(34	)%		(58	)%		(37	)%
Experience gains and losses on plan liabilities:
Amount $M		0.9			(0.2	)		0.7			—			—			—
Percentage of present value of plan liabilities		0	%		(0	)%		0%			—			—			—
Total cumulative amount recognised in Statement of Comprehensive Income:
Amount $M		20.3			8.3			28.6			4.8			17.9			22.7
Percentage of present value of plan liabilities		7	%		16	%		9	%		2	%		34	%		9	%

	2007 UK			2007 Non UK			2007 Group			2006 UK			2006 Non UK			2006 Group
Total market value of plan assets $M	$	305.8		$	46.2		$	352.0		$	296.5		$	43.3		$	339.8
Present value of plan liabilities $M		(305.8	)		(49.4	)		(355.2	)		(327.2	)		(48.4	)		(375.6	)
Deficit in the plan $M		—		$	(3.2	)	$	(3.2	)	$	(30.7	)	$	(5.1	)	$	(35.8	)
Difference between the expected and actual return on plan assets:
Amount $M		(1.6	)		1.0			(0.6	)		14.5			0.9			15.4
Percentage of plan assets		(1	)%		2%			—			5%			2%			5%
Experience gains and losses on plan liabilities:
Amount $M		—			—			—			3.9			0.2			2.2
Percentage of present value of plan liabilities		—			—			—			1	%		—			1	%
Total cumulative amount recognised in Statement of Comprehensive Income:
Amount $M		(30.7	)		(3.4	)		(34.1	)		(1.7	)		(2.2	)		(3.9	)
Percentage of present value of plan liabilities		10	%		7	%		10	%		1	%		3	%		1	%

The estimated amount of employer contributions expected to be paid to the defined benefit pension plans for the year ending 31 December 2011 is $8.7 million (2010: $9.9 million actual employer contributions).

F-64

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

28. The Luxfer Group Employee Share Ownership Plan

The trust

In 1997, the Group established an employee benefit trust ("the ESOP") with independent trustees, to purchase and hold shares in the Company in trust to be used to satisfy options granted to eligible senior employees under the Company's share plans established from time to time.

The ESOP was established with the benefit of a gift equivalent to the set up and running costs. Purchase monies and costs required by the ESOP trustees to purchase shares for and under the provisions of the trust are provided by way of an interest free loan from a Group subsidiary. The loan is repayable, in normal circumstances, out of monies received from senior employees when they exercise options granted to them over shares. Surplus shares are held by the ESOP trustees to satisfy future option awards. The ESOP trustees have waived their right to receive dividends on shares held in trust. The Remuneration Committee is charged with determining which senior employees are to be granted options and in what number subject to the relevant plan rules.

The current plan

The current share option plan, implemented by the Company in February 2007 is The Luxfer Holdings Executive Share Option Plan ("the Plan"), which consists of two parts. Part A of the Plan is approved by HM Revenue & Customs and Part B is unapproved. Options can be exercised at any time up to the tenth anniversary of their grant subject to the rules of the relevant part of the Plan. It is a condition of exercise of options granted over ordinary shares subject to the Management Incentive Plan under Part B that immediately on exercise those ordinary shares over which the option is exercised become restricted shares and subject to the rules of the Management Incentive Plan. There is no other performance criteria attached to the options.

Movements in the year

The movement in the number of shares held by the trustees of the ESOP and the number of share options held over those shares are shown below:

	Number of shares held by ESOP Trustees					Number of options held over £1 ordinary shares
	£0.0001 deferred shares		£1 ordinary shares			£0.97 options held			£1.40 options held			£3 options held			Total options held
At 1 January 2010		15,977,968,688		175,674			70,400			—			—			70,400
Options granted during the year		—		—			—			15,600			54,600			70,200
Options exercised during the year		—		(59,700	)		(53,700	)		(6,000	)		—			(59,700	)
Options lapsed during the year		—		—			—			—			(13,000	)		(13,000	)
At 31 December 2010		15,977,968,688		115,974			16,700			9,600			41,600			67,900

The Group received proceeds of $0.2 million following the exercise of the 59,700 share options during the year. These proceeds were used to repay $0.2 million of the loan outstanding from the ESOP and at

F-65

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

28. The Luxfer Group Employee Share Ownership Plan (Continued)

31 December 2010 the loan outstanding from the ESOP was $3.4 million (31 December 2009: $3.6 million and 1 January 2009: $3.4 million). The share options vested immediately on their grant date and could have been exercised at any time from this grant date. During 2010 the price of the share options granted was estimated to be the fair value of the share options and therefore there was no charge under IFRS 2.

There were no movements in the number of shares held by the trustees of the ESOP during the years ended 31 December 2009 and 31 December 2008. No options were granted or exercised during the years ended 31 December 2009 and 31 December 2008.

29. Non-controlling interests

The non-controlling interests of the Group at 31 December 2010 were $nil (31 December 2009: $nil). The payment made during 2009 to acquire non-controlling interests related to the final distribution of the retained proceeds from the 2000 sale of Baco Consumer Products to the non-controlling interest (minority shareholder) by buying back this equity stake in Biggleswick Limited at the fair value of $1.4 million.

30. Related party transactions

Joint venture in which the Group is a venturer

During 2010, the Group maintained its 51% investment in the equity in the joint venture Luxfer Uttam India Private Limited, as disclosed in Note 13. The joint venture is due to start trading during 2011. During 2010, the Gas Cylinders division made $0.8 million of sales to the joint venture. At 31 December 2010, the amounts receivable from the joint venture in relation to these sales amounted to $0.5 million and this amount is separately disclosed within Note 15—Trade and Other Receivables.

In 2009, plant and equipment with a net book value of $0.3 million was disposed of by the Group to the joint venture for its net book value. The proceeds on disposal of the plant and equipment were received by the Group in the year.

Transactions with other related parties

Before the capital reorganisation on 6 February 2007, management and ex-management, including the Company's Directors owned 15% of the ordinary and preference share capital of the Company. As part of the capital reorganisation, ongoing management agreed for this shareholding to be diluted to 13% or 1.3 million £1 ordinary shares. They also agreed for 800,000 £1 ordinary shares to be contractually restricted under a Management Incentive Plan ("MIP") pursuant to which they agreed to waive their economic rights in these restricted shares, unless certain Group EBITDA targets are achieved.

As at 31 December 2010 the Chairman and key management comprising the members of the Executive Management Board, owned 845,575 £1 ordinary shares (2009: 803,875 £1 ordinary shares) and held no options over the £1 ordinary shares (2009: Options held over a further 41,800 £1 ordinary shares). 211,419 of these shares were subject to the full contractual restrictions of the MIP.

F-66

Luxfer Holdings PLC

Notes to the Consolidated Financial Statements (Continued)

(Dollars in millions)

30. Related party transactions (Continued)

During the year ended 31 December 2010 a member of the Executive Management Board exercised options over 2,625 unrestricted £1 ordinary shares and 5,375 restricted £1 ordinary shares (2009 and 2008: No share options exercised) at an exercise price of 97p.

Other than the transactions with the joint venture Luxfer Uttam India Private Limited disclosed above and key management personnel disclosed above, no other related party transactions have been identified.

31. Post balance sheet events

On 13 May 2011, the Group completed its previously announced new financing arrangements which enabled the Group to repay in full before their final maturity date the Senior Notes due 2012 and their accrued interest together with the amount drawn in loans on the Group's $70.3 million (£45 million GBP sterling denominated) asset backed revolving credit facilities.

Immediately prior to the new financing facilities being agreed the principal amount of the GBP denominated Senior Notes due 2012 held by third parties had a nominal value of £68.2 million (approximately $112 million). Deferred issue costs in relation to the Notes were £0.1 million ($0.2 million). The amount drawn in loans on the revolving credit facility at 31 December 2010 was $10.2 million and unamortised issue costs were $0.6 million.

On 15 June 2011, the Senior Notes due 2012 and $70.3 million (£45 million) asset backed lending (ABL) revolving credit facility were replaced with new £110 million (approximately $180 million) facilities comprising a seven year private placement denominated in US dollars of $65 million (£40 million), a bank term loan denominated in GBP sterling of £30 million ($49 million) and a revolving credit facility denominated in GBP sterling of £40 million ($66 million) with a number of banks and an insurance company.

Transaction costs of $5.1 million have been incurred by the Group including arrangement fees and legal and advisory costs and this amount will be amortised over the period of the new financing facilities. In advance of the refinancing, accelerated deficit contributions were paid into the UK and US defined benefit obligations of $7.2 million.

The new $65 million (£40 million) seven year private placement will be repayable in full in 2018 and bears interest at a fixed rate of 6.19%. The Group has arranged the seven year debt to be denominated in US dollars so that there is a natural partial offset between its dollar-denominated net assets and earnings of its US operations and this dollar-denominated debt and related interest expense.

The new revolving credit facility can be drawn down until 2015 and together with the £30 million ($49 million) bank term loan bear interest at a variable rate, at slightly lower margins over LIBOR compared to our current facilities. A proportion of the interest on the term loan may be hedged into a fixed rate in future periods.

The term loan carries amortization of $3.2 million (£2 million) per annum commencing in 2012. In terms of security, the private placement notes rank pari passu with the term loan and revolving credit facility and all the new facilities are secured over the Group's assets.

F-67

The Company's Independent Registered Public Accounting Firm has not reviewed the Interim Financial Statements

Index to the Financial Statements

	Page
Condensed Consolidated Interim Financial Statements For the nine month periods ended 30 September 2011 and 2010
Consolidated Interim Income Statement for the nine months ended 30 September 2011 and 2010	F-69
Consolidated Interim Statement of Comprehensive Income for the nine months ended 30 September 2011 and 2010	F-70
Consolidated Interim Balance Sheet as of 30 September 2011, 30 September 2010 and 31 December 2010	F-71
Consolidated Interim Cash Flow Statement for the nine months ended 30 September 2011 and 2010	F-72
Consolidated Interim Statement of Changes in Equity for the nine months ended 30 September 2011 and 2010	F-73
Notes to the Interim Consolidated Financial Statements	F-74

F-68

Luxfer Holdings PLC
Consolidated interim income statement
For the Nine-month Periods-ended 30 September 2011 and 2010
(Unaudited)

				For the nine-month periods-ended
			Notes	30 September 2011		30 September 2010
				($ millions, except per share amounts)
CONTINUING OPERATIONS
REVENUE				$384.9		$301.5
Cost of sales				(290.3	)	(227.9	)
Gross profit				94.6		73.6
Other income				0.8		0.1
Distribution costs				(5.8	)	(5.6	)
Administrative expenses				(38.0	)	(32.4	)
Share of start-up costs of joint venture				(0.1	)	—
Restructuring and other income (expense)			4	1.6		(0.2	)
OPERATING PROFIT				$53.1		$35.5
Other income (expense):
	Disposal costs of intellectual property		4	(0.2	)	(0.6	)
	Finance income:
		Interest received		0.1		0.1
		Gain on purchase of own debt	4	—		0.5
	Finance costs
		Interest costs		(7.1	)	(7.2	)
PROFIT ON OPERATIONS BEFORE TAXATION				$45.9		$28.3
Tax expense				(13.7	)	(8.9	)
PROFIT FOR THE PERIOD				$32.2		$19.4
Attributable to:
Equity shareholders				32.2		19.4
Non-controlling interests				—		—
Earnings per share:
Basic
Unadjusted			5	$3.26		$1.97
Diluted
Unadjusted			5	$3.23		$1.96

F-69

Luxfer Holdings PLC
Consolidated Interim Statement of Comprehensive Income
For the Nine-month Periods-ended 30 September 2011 and 2010
(Unaudited)

	For the nine-month periods-ended
	30 September 2011		30 September 2010
	($ millions)
Profit for the period	$32.2		$19.4
Other comprehensive income movements:
Exchange differences on translation of foreign operations	(3.9	)	0.4
Fair value movements in cash flow hedges	0.3		(0.3	)
Transfers to income statement on cash flow hedges	(0.3	)	0.4
Hedge accounting income adjustments	—		0.1
Actuarial losses on defined benefit retirement plans	(42.4	)	(11.2	)
Deferred tax on items taken to other comprehensive income	11.8		2.8
Retirement benefit expense	(30.6	)	(8.4	)
Total other comprehensive income movements for the period	(34.5	)	(7.9	)
Total comprehensive income for the period	$(2.3	)	$(11.5	)
Attributed to:
Equity shareholders	(2.3	)	(11.5	)

F-70

Luxfer Holdings PLC
Consolidated Interim Balance Sheet
As of 30 September 2011, 30 September 2010 and 31 December 2010
(Unaudited)

	Notes	At 30 September 2011		At 30 September 2010		At 31 December 2010
		($ millions)
ASSETS
Non-current assets
Property, plant and equipment		$109.0		$106.5		$108.5
Intangible assets		37.0		37.5		37.2
Investments		0.3		0.4		0.4
Deferred tax assets		17.5		12.3		9.7
Other non-current assets		0.8		1.5		1.5
		$164.6		$158.2		$157.3
Current assets
Inventories	6	102.5		68.0		77.1
Trade and other receivables		82.8		59.4		51.6
Income tax receivable		0.6		—		0.3
Cash and short term deposits		8.3		4.0		10.3
		194.2		131.4		139.3
TOTAL ASSETS		$358.8		$289.6		$296.6
EQUITY AND LIABILITES
Capital and reserves attributable to the Group's equity holders
Ordinary share capital		$19.6		$19.6		$19.6
Deferred share capital		150.9		150.9		150.9
Retained earnings		256.6		237.2		255.0
Own shares held by ESOP		(0.6	)	(0.8	)	(0.6	)
Hedging reserve		0.1		(0.1	)	0.1
Translation reserve		(29.9	)	(25.8	)	(26.0	)
Merger reserve		(333.8	)	(333.8	)	(333.8	)
Equity attributable to the equity holders of the parent		62.9		47.2		65.2
Non-controlling interests		—		—		—
Total equity		$62.9		$47.2		$65.2
Non-current liabilities
Bank and other loans		$135.3		—		—
Senior loan Notes due 2012		—		107.0		106.3
Retirement benefits	8	72.9		59.0		41.2
Preference shares		—		0.1		0.1
Provisions		2.6		4.0		2.8
Deferred tax liabilities		—		0.1		0.2
		$210.8		$170.2		$150.6
Current liabilities
Bank and other loans		2.8		4.7		9.6
Trade and other payables		77.4		65.6		67.4
Current income tax liabilities		2.3		0.2		1.3
Provisions		2.6		1.7		2.5
		85.1		72.2		80.8
Total liabilities		$295.9		$242.4		$231.4
TOTAL EQUITY AND LIABILITES		$358.8		$289.6		$296.6

F-71

Luxfer Holdings PLC
Consolidated Interim Cash Flow Statement
For the Nine-month Periods-ended 30 September 2011 and 2010
(Unaudited)

					For the nine-month periods-ended
			Notes		30 September 2011		30 September 2010
					($ millions)
RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITES
Profit for the period					$32.2		$19.4
Adjustments to reconcile net profit for the year to net cash from operating activities:
	Depreciation and amortization				10.7		10.1
	Past service credit on retirement benefit obligations			4	(1.6	)	—
	Gain on purchase of own debt			4	—		(0.5	)
	Net finance costs				7.0		7.1
	Disposal costs of intellectual property			4	0.2		0.6
	Share of start-up costs of joint venture				0.1		—
	Deferred income taxes				3.9		1.9
	Changes in operating assets and liabilities:
		Increase in receivables			(28.9	)	(10.0	)
		Increase in inventories			(26.1	)	(10.8	)
		Increase in payables			8.3		12.4
		Movement in retirement benefit obligations			(2.6	)	(5.0	)
		Accelerated deficit contributions into retirement benefit obligations		7	(7.2	)	—
		Decrease in provisions			(0.2	)	(0.6	)
		Increase in income taxes payable/receivable			0.8		0.3
NET CASH FLOWS FROM OPERATING ACTIVITIES					$(3.4	)	$24.9
Net cash (outflow)/inflow from continuing operating activities					$(3.2	)	$25.0
Net cash outflow from discontinued operating activities					(0.2	)	(0.1	)
CASH FLOWS FROM INVESTING ACTIVITES
Purchases of property, plant and equipment					$(11.3	)	$(8.5	)
Proceeds from sale of business (net of costs)					0.8		0.8
Disposal costs of intellectual property					(0.2	)	(0.3	)
NET CASH USED IN INVESTING ACTIVITIES					$(10.7	)	$(8.0	)
NET CASH FLOW BEFORE FINANCING					(14.1	)	16.9
FINANCING ACTIVITES
Interest paid on banking facilities					(0.7	)	(0.7	)
Interest paid on Loan Notes due 2018					(1.0	)	—
Interest paid on Senior Notes due 2012					(4.5	)	(3.7	)
Interest received on Loan Note					0.1		0.1
Draw down on previous banking facilities					27.7		—
Repayments of previous banking facilities				7	(38.5	)	(6.1	)
Draw down on new banking facilities and other loans				7	144.8		—
Repayment of Senior Notes due 2012				7	(109.8	)	—
Redemption of preference shares					(0.1	)	—
Purchase of Senior Notes due 2012					—		(5.0	)
Renewal of banking facilities and other loans—financing costs					—		(0.2	)
Payment of banking facilities and other loans—financing costs				7	(5.1	)	—
NET CASH FLOWS FROM FINANCING ACTIVITIES					$12.9		$(15.6	)
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS					(1.2	)	1.3
Net (decrease)/increase in cash and cash equivalents					(1.2	)	1.3
Net foreign exchange difference					(0.8	)	(0.2	)
Cash and cash equivalents at 1 January					10.3		2.9
Cash and cash equivalents at 30 September					$8.3		$4.0

F-72

Luxfer Holdings PLC
Consolidated Interim Statement of Changes in Equity
For the Nine-month Periods-ended 30 September 2011 and 2010
All amounts in millions
(Unaudited)

	Equity attributable to the equity holders of the parent
	Ordinary share capital	Deferred share capital	Retained earnings		Own shares held by ESOP		Other reserves(1)		Total		Non- controlling interests	Total equity
At 1 January 2010	$19.6	$150.9	$226.2		$(0.8	)	$(360.2	)	$35.7		—	$35.7
Profit for the period	—	—	19.4		—		—		19.4		—	19.4
Currency translation differences	—	—	—		—		0.4		0.4		—	0.4
Decrease in fair value of cash flow hedges	—	—	—		—		(0.3	)	(0.3	)	—	(0.3	)
Transfer to income statement on cash flow hedges	—	—	—		—		0.4		0.4		—	0.4
Actuarial gains and losses on pension plans	—	—	(11.2	)	—		—		(11.2	)	—	(11.2	)
Deferred tax on items taken to other comprehensive income-	—	—	2.8		—		—		2.8		—	2.8
Total comprehensive income for the period	—	—	11.0		—		0.5		11.5		—	11.5
At 30 September 2010	$19.6	$150.9	$237.2		$(0.8	)	$(359.7	)	$47.2		—	$47.2
At 1 January 2011	19.6	150.9	255.0		(0.6	)	(359.7	)	65.2		—	65.2
Profit for the period	—	—	32.2		—		—		32.2		—	32.2
Currency translation differences	—	—	—		—		(3.9	)	(3.9	)	—	(3.9	)
Increase in fair value of cash flow hedges	—	—	—		—		0.3		0.3		—	0.3
Transfer to income statement on cash flow hedges	—	—	—		—		(0.3	)	(0.3	)	—	(0.3	)
Actuarial gains and losses on pension plans	—	—	(42.4	)	—		—		(42.4	)	—	(42.4	)
Deferred tax on items taken to other comprehensive income-	—	—	11.8		—		—		11.8		—	11.8
Total comprehensive income for the period	—	—	1.6		—		(3.9	)	(2.3	)	—	(2.3	)
At 30 September 2011	$19.6	$150.9	$256.6		$(0.6	)	$(363.6	)	$62.9		—	$62.9

(1)

Other reserves include a hedging reserve of a gain of $0.1 million (30 September 2010: loss of $0.1 million), a translation reserve of $29.9 million (30 September 2010: $25.8 million) and a merger reserve of $333.8 million (30 September 2010: $333.8 million).

The Notes to the Consolidated Financial Statements are an integral part of these Consolidated Financial Statements

F-73

Luxfer Holdings PLC


Notes to the Interim Consolidated Financial Statements


For the Nine-month Periods-ended 30 September 2011 and 2010


(Unaudited)

1. Basis of preparation and accounting policies

The unaudited condensed financial statements are interim consolidated financial statements for Luxfer Holdings PLC and its subsidiary undertakings (the "Group") and have been prepared in accordance with IAS 34 Interim Financial Reporting. They have been prepared using the same accounting policies and methods of computation as those disclosed in the preparation of the Group's audited financial statements as at 31 December 2010 and included in Luxfer Holdings PLC's registration statement. The financial information contained in this interim statement is unaudited, constitutes non-statutory accounts as defined in section 435 of the Companies Act 2006 and does not include all of the information and footnotes required by IFRS for full financial statements. They should be read in conjunction with the Group's Annual Report and Accounts for 31 December 2010 which has been filed with the Registrar of Companies. The Directors signed the statutory financial statements of Luxfer Holdings PLC, for the year ended 31 December 2010, on 28 April 2011 and the auditors' report thereon was unqualified and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006. Operating results for the nine months ended 30 September 2011 are not necessarily indicative of the results that may be expected for the year ending 31 December 2011.

Significant accounting policies

The accounting policies adopted in preparation of the interim financial statements are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2010, except for the adoption of new Standards and Interpretations as of 1 January 2011, noted below:

IAS 24 Related Party Disclosures (Amendment)

The IASB has issued an amendment to IAS 24 that clarifies the definitions of a related party. The new definitions clarify in which circumstances persons affect related party relationships of an entity and introduces an exemption from the general related party disclosure requirements for transactions with government related entities. The adoption of the amendment did not have any impact on the financial position or the performance of the Group.

IAS 32 Financial Instruments: Presentation—Classification of Rights Issue (Amendment)

The amendment alters the definition of a financial liability in IAS 32 to enable entities to classify rights issues and certain options or warrants as equity instruments. The amendment has had no effect on the financial position or performance of the Group.

IFRIC 14 Prepayments of a Minimum Funding Requirement (Amendment)

The amendment removes an unintended consequence when an entity is subject to minimum funding requirements (MFR) and makes early payment of contributions to cover such requirements. The group is not subject to minimum funding requirements. The amendment to the interpretation therefore has no effect on the financial position or performance of the Group.

F-74

Luxfer Holdings PLC

Notes to the Interim Consolidated Financial Statements (Continued)

For the Nine-month Periods-ended 30 September 2011 and 2010

(Unaudited)

1. Basis of preparation and accounting policies (Continued)

IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments

The interpretation clarifies that an equity instrument issued to a creditor to extinguish a financial liability is classified as consideration paid. The amendment has had no effect on the financial position or performance of the Group.

Improvements to IFRSs (issued May 2010)

The adoption of the following amendments resulted in changes to group accounting policies, but did not have any impact on the financial position or performance of the Group.

IAS 34 Interim Financial Statements

The amendment requires additional disclosures for fair values and changes in classification of financial assets, contingent assets and liabilities. The additional requirements have not impacted on the Group and therefore no additional disclosure has been presented.

Amendments resulting from the Improvements to IFRSs to the following standards did not have any impact on the accounting policies, financial position or performance of the Group.

IFRS 7	Financial Instruments Disclosure
IAS 1	Presentation of Financial Statements
IFRS 3	Business Combinations
IAS 27	Consolidated and Separate Financial Statements
IFRIC 13	Customer Loyalty Programmes

New standards and interpretations not applied

During the year, the IASB and IFRIC have issued the following interpretation with an effective date after the date of these financial statements that may have a material impact on the future financial reporting of the Group.

IAS 19 Employee Benefits (Revised)

This revision is effective for annual periods beginning on or after 1 January 2013. Under the revised standard, the charge to the income statement in relation to defined benefit costs will change, with only current year service costs being charged to operating profit and an interest expense calculated on the outstanding accounting deficit being charged to finance costs. Currently a net actuarial charge is made to operating profit based on the aggregation of the service cost, plus an expected interest cost on the liabilities, net of an expected return (or gain) on assets. Whilst it is difficult to predict the full impact in future periods of the change to IAS 19 (revised), due to changing actuarial assumptions and fund valuations, whilst the Group defined benefit plans remain in deficit, it is expected there will be increased

F-75

Luxfer Holdings PLC

Notes to the Interim Consolidated Financial Statements (Continued)

For the Nine-month Periods-ended 30 September 2011 and 2010

(Unaudited)

1. Basis of preparation and accounting policies (Continued)

net finance costs. The new standard may also lead to a change in the amount credited or charged to Other Comprehensive Income, mainly in relation to where expected gains on plan assets are different to the discount rate used to calculate the finance cost charge on the deficit in the income statement.

2. Revenue and segmental analysis

For management purposes, the Group is organized into two operational divisions, Gas Cylinders and Elektron. The products and services provided by these divisions and the operating segments they comprise are described on page 105 of this registration statement. The tables below set out information on the results of these two reportable segments.

Management monitors the operating results of its divisions separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on trading profit or loss, defined as operating profit or loss before restructuring and other expense.

All inter-segment sales are made on an arm's length basis.

F-76

Luxfer Holdings PLC

Notes to the Interim Consolidated Financial Statements (Continued)

For the Nine-month Periods-ended 30 September 2011 and 2010

(Unaudited)

2. Revenue and segmental analysis (Continued)

REPORTING SEGMENTS:

	Unaudited nine-month period ended 30 September 2011
	Gas Cylinders		Elektron		Unallocated		Continuing Activities
	($ millions)
Revenue
Segment Revenue	$166.3		$218.9		—		$385.2
Inter-segment sales	—		(0.3	)	—		(0.3	)
Sales to external customers	$166.3		$218.6		—		$384.9
Result
Trading profit	$7.7		$43.8		—		$51.5
Restructuring and other income (expense) (Note 4)	—		—		1.6		1.6
Operating profit	7.7		43.8		1.6		53.1
Disposal costs of intellectual property (Note 4)	—		(0.2	)	—		(0.2	)
Net finance costs	—		—		(7.0	)	(7.0	)
Profit before tax	7.7		43.6		(5.4	)	45.9
Tax expense							(13.7	)
Net profit for the year							$32.2
Other segment information
Segment assets	$136.0		$186.7		$36.1		$358.8
Segment liabilities	(37.4	)	(55.0	)	(203.5	)	(295.9	)
Net assets/(liabilities)	$98.6		$131.7		$(167.4	)	$62.9
Depreciation and amortization	4.6		6.1		—		10.7

F-77

Luxfer Holdings PLC

Notes to the Interim Consolidated Financial Statements (Continued)

For the Nine-month Periods-ended 30 September 2011 and 2010

(Unaudited)

2. Revenue and segmental analysis (Continued)

	Unaudited nine-month period ended 30 September 2010
	Gas Cylinders		Elektron		Unallocated		Total Continuing Activities
	($ millions)
Revenue
Segment Revenue	$150.2		$151.6		—		$301.8
Inter-segment sales	—		(0.3	)	—		(0.3	)
Sales to external customers	$150.2		$151.3		—		$301.5
Result
Trading profit	$9.1		$26.6		—		$35.7
Restructuring and other income (expense) (Note 4)	—		(0.2	)	—		(0.2	)
Operating profit	9.1		26.4		—		35.5
Disposal costs of intellectual property (Note 4)	—		(0.6	)	—		(0.6	)
Net finance costs	—		—		(6.6	)	(6.6	)
Profit before tax	9.1		25.8		(6.6	)	28.3
Tax expense							(8.9	)
Net profit for the year							$19.4
Other segment information
Segment assets	$132.1		$136.3		$21.2		$289.6
Segment liabilities	(37.4	)	(28.8	)	(176.2	)	(242.4	)
Net assets/(liabilities)	$94.7		$107.5		$(155.0	)	$47.2
Depreciation and amortization	4.5		5.6		—		10.1

F-78

Luxfer Holdings PLC

Notes to the Interim Consolidated Financial Statements (Continued)

For the Nine-month Periods-ended 30 September 2011 and 2010

(Unaudited)

3. Notes to Group cash flow statement

	For the nine-month periods-ended
	30 September 2011		30 September 2010
	($ millions)
Reconciliation of net cash flow to movement in net debt
(Decrease)/Increase in net cash for the period	$(1.2	)	$1.3
Cash inflow from draw down on previous banking facilities (Note 7)	(27.7	)	—
Cash outflow from repayment of previous short term bank debt (Note 7)	38.5		6.1
Cash outflow from purchase of Senior Notes due 2012	—		5.0
Cash outflow from repayment of Senior Notes due 2012 (Note 7)	109.8		—
Cash inflow from draw down of new long term debt (Note 7)	(144.8	)	—
Change in net debt resulting from cash flows	$(25.4	)	$12.4
Translation differences	$(2.6	)	$3.3
Gain on purchase of Senior Notes due 2012 (Note 4)	—		0.5
Finance costs on bank facility and other loans (Note 7)	5.1		0.2
Amortization of Senior Notes due 2012 issue costs	(0.2	)	(0.1	)
Amortization of banking facility finance costs	(1.1	)	(1.0	)
Movement in debt in the period	$(24.2	)	$15.3
Net debt at the beginning of the period	(105.6	)	(123.0	)
Net debt at the end of the period	$(129.8	)	$(107.7	)

4. Restructuring and other income (expense)

Rationalization of operations

For the nine months ended 30 September 2010, the Elektron division incurred costs of $0.2 million, relating to a series of rationalization activities conducted at manufacturing plants to improve operating efficiencies. These costs related to US operations. No equivalent costs have been incurred for the nine months ended 30 September 2011.

Past service credit on retirement benefit obligations

For the nine months ended 30 September 2011, a credit of $1.6 million (30 September 2010: $nil) was recognized in relation to pension plan changes undertaken by the Luxfer Group Pension Plan. Retired members were offered the option of altering the structure of their pension by receiving an uplift now in return for giving up rights to future annual pension increases. This reduced the cost and risks of operating the Pension Plan and resulted in a gain of $1.6 million and a corresponding reduction in the present value of the defined benefit obligations of the Pension Plan.

F-79

Luxfer Holdings PLC

Notes to the Interim Consolidated Financial Statements (Continued)

For the Nine-month Periods-ended 30 September 2011 and 2010

(Unaudited)

4. Restructuring and other income (expense) (Continued)

Disposal costs of intellectual property

For the nine months ended 30 September 2011, $0.2 million (30 September 2010: $0.6 million) of costs have been incurred by the Elektron division in relation to the costs of disposal of intellectual property.

Gain on purchase of Senior Notes due 2012

During the nine months ended 30 September 2010, the Group purchased $5.5 million of the Senior Notes due 2012 ("Senior Notes Due 2012") for $5.0 million through Luxfer Group Limited, a subsidiary of Luxfer Holdings PLC. The gain on the purchase of the Senior Notes due 2012 was $0.5 million and has been disclosed within finance income.

		For the nine-month periods-ended
		30 September 2011		30 September 2010
		($ millions)
(Charged)/credited to Operating profit:
Rationalization of operations:
	—redundancy and restructuring costs	—		$(0.2	)
Past service credit on retirement benefit obligations		1.6		—
Included within operating profit—Other restructuring income and expense		1.6		(0.2	)
Charged to Non-operating profit:
Disposal costs of intellectual property		(0.2	)	(0.6	)
Included within Non-operating profit—Other income (expense)		(0.2	)	(0.6	)
Credit to Finance costs and income:
Gain on purchase of own debt		—		0.5
Included within profit before taxation		$1.4		$(0.3	)

5. Earnings per share

The Group calculates earnings per share in accordance with IAS 33. Basic income per share is calculated based on the weighted average common shares outstanding for the period presented. The weighted average number of shares outstanding is calculated by time-apportioning the shares outstanding during the year.

For the purpose of calculating diluted earnings per share, the weighted average number of ordinary shares outstanding during the financial year have been adjusted for the dilutive effects of all share options granted to employees.

F-80

Luxfer Holdings PLC

Notes to the Interim Consolidated Financial Statements (Continued)

For the Nine-month Periods-ended 30 September 2011 and 2010

(Unaudited)

5. Earnings per share (Continued)

		30 September 2011		30 September 2010
		($ millions)
Basic:
Earnings
Profit for the period		$32.2		$19.4
Minority interests		—		—
Basic earnings attributable to ordinary shareholders		$32.2		$19.4
Adjusted earnings:
Other restructuring income and expense (Note 4)		(1.6	)	0.2
Other income (expense) (Note 4):
	Disposal costs of intellectual property	0.2		0.6
Finance income:
	Gain on purchase of own debt	—		(0.5	)
Tax thereon		0.5		(0.2	)
Adjusted earnings		$31.3		$19.5
Weighted average number of £1 ordinary shares (millions):
For basic earnings per share		9.9		9.8
Exercise of share options		0.1		0.1
For diluted earnings per share		10.0		9.9
Earnings per share:
Basic
Adjusted		$3.17		$1.98
Unadjusted		$3.26		$1.97
Diluted
Adjusted		$3.14		$1.97
Unadjusted		$3.23		$1.96

6. Inventories

	30 September 2011	30 September 2010	31 December 2010
	($ millions)
Raw materials and consumables	$38.5	$24.8	$31.4
Work in progress	28.3	21.6	21.8
Finished goods and goods for resale	35.7	21.6	23.9
	$102.5	$68.0	$77.1

F-81

Luxfer Holdings PLC

Notes to the Interim Consolidated Financial Statements (Continued)

For the Nine-month Periods-ended 30 September 2011 and 2010

(Unaudited)

7. New financing arrangement

On 13 May 2011, the Group completed its previously announced new financing arrangements which enabled the Group to repay in full before their final maturity date the Senior Notes due 2012 and their accrued interest together with the amount drawn in loans on the Group's $70.3 million (£45 million GBP sterling denominated) asset backed revolving credit facilities.

On 15 June 2011, the Senior Notes due 2012 and asset backed lending (ABL) revolving credit facility were replaced with new £110 million (approximately $180 million) facilities comprising a seven year private placement denominated in US dollars of $65 million (£40 million), a bank term loan denominated in GBP sterling of £30 million ($49 million) and a revolving credit facility denominated in GBP sterling of £40 million ($66 million) with a number of banks and an insurance company.

On 15 June 2011, the amount drawn on the bank term loan totaled $49.2 million (£30 million), and this combined with the private placement of $65 million and a draw down on loans under the new revolving credit facility of $39.3 million (£23.9 million) was used to repay the Senior Notes due 2012 held by external parties of $109.8 million (£68.2 million) and loans drawn down on the existing ABL revolving credit facility of $38.5 million (£23.9 million). Accrued interest on the Senior Notes due 2012 to 15 June 2011 of $0.9 million (£0.5 million) was also paid.

Total transaction costs of $5.1 million have been incurred by the Group including arrangement fees and legal and advisory costs, of which transaction costs of $5.1 million have been paid during the nine months ended 30 September 2011. During the nine months ended 30 September 2011, in advance of the refinancing, accelerated deficit contributions were paid into the UK and US defined benefit obligations of $7.2 million.

The new $65 million (£40 million) seven year private placement will be repayable in full in 2018 and bears interest at a fixed rate of 6.19%. The Group has arranged the seven year debt to be denominated in US dollars so that there is a natural partial offset between its dollar-denominated net assets and earnings of its US operations and this dollar-denominated debt and related interest expense.

The new revolving credit facility can be drawn down until 2015 and together with the £30 million ($49 million) bank term loan bear interest at a variable rate, at slightly lower margins over LIBOR compared to our current facilities. A proportion of the interest on the term loan may be hedged into a fixed rate in future periods.

The term loan carries amortization of $3.2 million (£2 million) per annum commencing in 2012. In terms of security, the private placement notes rank pari passu with the term loan and revolving credit facility and all the new facilities are secured over the Group's assets.

8. Retirement benefits

The principal defined benefit pension plan in the UK is the Luxfer Group Pension Plan. The Group's other arrangements are less significant than the Luxfer Group Pension Plan, the largest being the BA Holdings Inc Pension Plan in the US.

F-82

Luxfer Holdings PLC

Notes to the Interim Consolidated Financial Statements (Continued)

For the Nine-month Periods-ended 30 September 2011 and 2010

(Unaudited)

8. Retirement benefits (Continued)

The actuarial assumptions used to estimate the IAS 19 accounting position of the Group's defined benefit pension plans have remained consistent with those adopted at 31 December 2010, but have been updated for market conditions at 30 September 2011.

The discount rate for the UK plan has decreased by 0.2% from 5.5% at 31 December 2010 to 5.3% at 30 September 2011. Long term inflation expectations have decreased by 0.3% pa from 3.5% at 31 December 2010 to 3.2% at 30 September 2011. The combined effect of the changes has been to increase the projected benefit obligation by approximately $2 million.

In the US, the discount rate has decreased by 0.6% from 5.5% at 31 December 2010 to 4.9% at 30 September 2011. This has increased the projected benefit obligation by approximately $6 million.

The movement in the pension liability is shown below:

	30 September 2011		30 September 2010		31 December 2010
	($ millions)
Balance at 1 January	$41.2		$53.1		$53.1
Charged to the Income Statement	2.1		5.2		6.6
Past service credit on retirement benefit obligations (Note 4)	(1.6	)	—		—
Contributions	(4.7	)	(10.1	)	(13.3	)
Accelerated deficit contributions	(7.2	)	—		—
Charged/(credited) to the Statement of Comprehensive Income	42.4		11.2		(4.4	)
Exchange adjustments	0.7		(0.4	)	(0.8	)
Closing balance	$72.9		$59.0		$41.2

For the nine months ended 30 September 2011, $42.4 million was charged to the statement of comprehensive income (30 September 2010: $11.2 million). Included in the $42.4 million charged for the nine months ended 30 September 2011 was an actuarial loss of $36.4 million on plan assets resulting from lower asset returns and bond yields falling (for the nine months ended 30 September 2010 there was an actuarial gain on plan assets of $8.3 million).

F-83

LUXFER HOLDINGS PLC

10,750,000 American Depositary Shares

Representing 5,375,000 Ordinary Shares

Preliminary Prospectus

Joint Book-Running Managers

Jefferies
Credit Suisse

Co-Managers

KeyBanc Capital Markets
Dahlman Rose & Company

                             , 2011.

Until                             , 2011, all dealers that buy, sell or trade in the ADSs, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Part II
Information not required in the prospectus

Item 6.    Indemnification of directors and officers

Our Amended Articles provide that, subject to the Companies Act, every person who is or was at any time a director or other officer (excluding an auditor) of our company may be indemnified out of the assets of our company against all costs, charges, expenses, losses or liabilities incurred by him in performing his duties or the exercise of his powers or otherwise in relation to or in connection with his duties, powers or office.

The Registrant also maintains directors and officers insurance to insure such persons against certain liabilities.

In the underwriting agreement, the underwriters will agree to indemnify, under certain conditions, the Registrant, members of the Registrant's board of directors, members of the executive management board and persons who control the Registrant within the meaning of the Securities Act, against certain liabilities.

Item 7.    Recent sales of unregistered securities

The following information is furnished with regard to all securities issued by the Registrant within the last three years that were not registered under the Securities Act. The issuance of such shares was deemed exempt from registration requirements of the Securities Act as such securities were offered and sold outside of the United States to persons who were neither citizens nor residents of the United States or such sales were exempt from registration under Section 4(2) of Securities Act.

On June 7, 2010, the Registrant issued options to purchase 9,600 ordinary shares at an exercise price of £1.40 per share under the Option Plan to an employee. On August 25, 2010, the Registrant issued options to purchase an aggregate of 39,000 ordinary shares at an exercise price of £3.00 per share under the Option Plan to certain employees. On November 16, 2010, the Registrant issued options to purchase 2,600 ordinary shares at an exercise price of £3.00 per share under the Option Plan to an employee. On July 5, 2011, the Registrant issued options to purchase 29,510 ordinary shares at an exercise price of £4.00 per share under the Option Plan to an executive director. The Registrant believes that the issuance of these options was exempt from registration under the Securities Act because they were made pursuant to exemptions from registration provided by Rule 701 or Regulation S promulgated thereunder.

No underwriter or underwriting discount or commission was involved in any of the issuances set forth in this Item 7.

II-1

Item 8.    Exhibits

(a)

The following documents are filed as part of this Registration Statement:

1.1	Form of Underwriting Agreement*
3.1	Articles of Association
4.1	Form of specimen certificate evidencing ordinary shares
4.2	Form of Deposit Agreement among Luxfer Holdings PLC, The Bank of New York Mellon and holders of American Depositary Receipts
4.3	Form of American Depositary Receipt (included in Exhibit 4.2)
5.1	Opinion of Cleary Gottlieb Steen & Hamilton LLP*
10.1	Senior Facilities Agreement dated as of May 13, 2011 by and among Luxfer Holdings PLC and the parties named therein
10.2	Note Purchase Agreement dated as of May 13, 2011 by and among BA Holdings, Inc. and the parties named therein
10.3	Executive Share Option Plan
10.4	Long-Term Umbrella Incentive Plan
10.5	Non-Executive Director Equity Incentive Plan
10.6	Form of Executive Officer IPO Stock Option Grant Agreement
10.7	Form of Non-Executive Director IPO Stock Option Grant Agreement
21.1	List of Subsidiaries (included in the prospectus filed as part of this Registration Statement under "Our History and Recent Corporate Transactions—Our Corporate Structure")
23.1	Consent of Ernst & Young LLP
23.2	Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1)*
24.1	Powers of Attorney (included on signature page)

*

To be filed by amendment.

(b)

Financial statement schedules and

            None.

Item 9.    Undertakings

(a)

The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(b)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions referenced in Item 6 of this Registration Statement, or otherwise, the Registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for

II-2

indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c)

The undersigned Registrant hereby undertakes that:

(1)

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Salford, England, on December 2, 2011.

LUXFER HOLDINGS PLC
By:	/s/ BRIAN GORDON PURVES
	Name:	Brian Gordon Purves
	Title:	Chief Executive

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Brian Gordon Purves, Andrew Michael Beaden and Linda Frances Seddon, and each of them, as his true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him and in his name, place or stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

II-4

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Brian Gordon Purves Brian Gordon Purves	Chief Executive and Director (Principal Executive Officer)	December 2, 2011
/s/ Andrew Michael Beaden Andrew Michael Beaden	Group Finance Director (Principal Financial and Accounting Officer)	December 2, 2011
/s/ Peter Joseph Kinder Haslehurst Peter Joseph Kinder Haslehurst	Director	December 2, 2011
/s/ Joseph Allison Bonn Joseph Allison Bonn	Director	December 2, 2011
/s/ Kevin Flannery Kevin Flannery	Director	December 2, 2011
/s/ Donald Puglisi Donald Puglisi	Authorized Representative of Luxfer Holdings PLC in the United States	December 2, 2011

II-5

EXHIBIT INDEX

1.1	Form of Underwriting Agreement*
3.1	Articles of Association
4.1	Form of specimen certificate evidencing ordinary shares
4.2	Form of Deposit Agreement among Luxfer Holdings PLC, The Bank of New York Mellon and holders of American Depositary Receipts
4.3	Form of American Depositary Receipt (included in Exhibit 4.2)
5.1	Opinion of Cleary Gottlieb Steen & Hamilton LLP*
10.1	Senior Facilities Agreement dated as of May 13, 2011 by and among Luxfer Holdings PLC and the parties named therein
10.2	Note Purchase Agreement dated as of May 13, 2011 by and among BA Holdings, Inc. and the parties named therein
10.3	Executive Share Option Plan
10.4	Long-Term Umbrella Incentive Plan
10.5	Non-Executive Director Equity Incentive Plan
10.6	Form of Executive Officer IPO Stock Option Grant Agreement
10.7	Form of Non-Executive Director IPO Stock Option Grant Agreement
21.1	List of Subsidiaries (included in the prospectus filed as part of this Registration Statement under "Our History and Recent Corporate Transactions—Our Corporate Structure")
23.1	Consent of Ernst & Young LLP
23.2	Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1)*
24.1	Powers of Attorney (included on signature page)

*

To be filed by amendment.

II-6

EX-3.1

Exhibit 3.1

Company Number: 03690830

ARTICLES OF ASSOCIATION

OF

LUXFER HOLDINGS PLC

(Adopted by Special Resolution passed on 26 October 2011)

INTERPRETATION

1.EXCLUSION OF OTHER REGULATIONS OR ARTICLES

No regulations or articles set out in any statute, or in any statutory instrument or other subordinate legislation made under any statute, concerning companies shall apply as the regulations or articles of the company.

2.DEFINITIONS

2.1In these articles unless the context otherwise requires:

“address”	includes a number or address used for the purposes of sending or receiving documents or information by electronic means;
“these articles”	means these articles of association as altered from time to time and the expression “this article” shall be construed accordingly;
“the auditors”	means the auditors from time to time of the company or, in the case of joint auditors, any one of them;
“the board”	means the board of directors from time to time of the company or the directors present at a meeting of the directors at which a quorum is present;
“certificated share”	means a share which is not an uncertificated share and references in these articles to a share being held in certificated form shall be construed accordingly;
“chairman”	means the chairman of the board from time to time;

“clear days”	in relation to the period of a notice means that period excluding the day when the notice is served or deemed to be served and the day for which it is given or on which it is to take effect;
“the Companies Acts”	means every statute (including any orders, regulations or other subordinate legislation made under it) from time to time in force concerning companies in so far as it applies to the company;
“Deferred Shares”	means the deferred shares of £0.0001 each in the share capital of the company;
“the holder”	in relation to any shares means the person whose name is entered in the register as the holder of those shares;
“member”	means a member of the company;
“the office”	means the registered office from time to time of the company;
“Operator”	means a person approved under the Uncertificated Securities Regulations 2001 as operator of a relevant system;
“ordinary shares”	means ordinary shares of £1 each in the share capital of the company;
“paid up”	means paid up or credited as paid;
“participating class”	means a class of shares title to which is permitted by an Operator to be transferred by means of a relevant system;
“person entitled by transmission”	means a person whose entitlement to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law has been noted in the register;
“the register”	means the register of members of the company;
“relevant system”	means a computer-based system which allows units of securities without written instruments to be transferred and endorsed pursuant to the uncertificated securities rules;
“seal”	means an common or official seal that the company may be permitted to have under the Companies Acts;

2

“the secretary”	means the secretary, or (if there are joint secretaries) any one of the joint secretaries, of the company and includes an assistant or deputy secretary and any person appointed by the board to perform any of the duties of the secretary;
“the uncertificated securities rules”	means any provision of the Companies Acts relating to the holding, evidencing of title to, or transfer of uncertificated shares and any legislation, rules or other arrangements made under or by virtue of such provision;
“uncertificated share”	means a share of a class which is at the relevant time a participating class, title to which is recorded on the register as being held in uncertificated form and references in these articles to a share being held in uncertificated form shall be construed accordingly; and
“United Kingdom”	means Great Britain and Northern Ireland.

2.2References to a document being executed, signed or to signature include references to its being executed or signed under hand or under seal or by any other method and, in the case of a communication in electronic form, such references are to its being authenticated as specified by the Companies Acts.

2.3References to writing and to any form of written communication include references to any method of representing or reproducing words in a legible and non-transitory form whether sent or supplied in electronic form or otherwise.

2.4Words or expressions to which a particular meaning is given by the Companies Acts in force when these articles or any part of these articles are adopted bear (if not inconsistent with the subject matter or context) the same meaning in these articles or that part (as the case may be) save that the word “company” shall include any body corporate.

2.5References to a meeting shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person.

2.6Headings are included only for convenience and shall not affect meaning.

3.LIMITED LIABILITY

The liability of members of the company is limited to the amount, if any, unpaid on the shares in the company held by them.

4.CHANGE OF NAME

The company may change its name by resolution of the board.

SHARE CAPITAL

5.RIGHTS ATTACHED TO SHARES

5.1Subject to the provisions of the Companies Acts and to any rights attached to existing shares, any share may be issued with or have attached to it such rights and restrictions as the company may by ordinary resolution decide or, if no such resolution has been passed or so far as the resolution does not make specific provision, as the board may decide. Such rights and restrictions shall apply to the relevant shares as if the same were set out in these articles.

3

5.2The following special rights and restrictions shall apply to the Deferred Shares:

(a)Income

The holders of Deferred Shares shall not be entitled to receive any dividend or other distribution;

(b)Capital

On a winding up (but not otherwise) the holders of Deferred Shares shall be entitled to the repayment of the paid up nominal amount on their Deferred Shares, but only after any payment to the holders of Ordinary Shares of an amount equal to 100 times the amount paid up on such Ordinary Shares; and

(c)General Meetings

The holders of Deferred Shares shall not be entitled to receive notice of or attend or vote at any general meeting of the company.

6.REDEEMABLE SHARES

Subject to the provisions of the Companies Acts and to any rights attached to existing shares, any share may be issued which is to be redeemed, or is liable to be redeemed at the option of the company or the holder. The board may determine the terms, conditions and manner of redemption of any redeemable share so issued. Such terms and conditions shall apply to the relevant shares as if the same were set out in these articles.

7.VARIATION OF RIGHTS

Subject to the provisions of the Companies Acts, all or any of the rights attached to any existing class of shares may from time to time (whether or not the company is being wound up) be varied either with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the holders of those shares. All the provisions of these articles as to general meetings of the company shall, with any necessary modifications, apply to any such separate general meeting, but so that the necessary quorum shall be two persons entitled to vote and holding or representing by proxy not less than one-third in nominal value of the issued shares of the class in question (excluding any shares of that class held as treasury shares), (but so that at any adjourned meeting one holder entitled to vote and present in person or by proxy (whatever the number of shares held by him) shall be a quorum), that every holder of shares of the class present in person or by proxy and entitled to vote shall be entitled on a poll to one vote for every share of the class held by him (subject to any rights or restrictions attached to any class of shares) and that any holder of shares of the class present in person or by proxy and entitled to vote may demand a poll. The foregoing provisions of this article shall apply to the variation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class and their special rights were to be varied. For the purposes of this article, where a person is present by proxy or proxies he is treated as holding only the shares in respect of which those proxies are authorised to exercise voting rights.

8.PARI PASSU ISSUES

The rights conferred upon the holders of any shares shall not, unless otherwise expressly provided in the rights attaching to those shares, be deemed to be varied by the creation or issue of further shares ranking pari passu with them.

4

9.SHARES

Subject to the provisions of the Companies Acts, to the provisions of these articles and to any resolution passed by the company and without prejudice to any rights attached to existing shares, the board may offer, allot, grant options over or otherwise deal with or dispose of shares in the company, or grant rights to subscribe for or convert any securities into shares in the company, to such persons, at such times and for such consideration and upon such terms as the board may decide.

10.PAYMENT OF COMMISSION

The company may in connection with the issue of any shares or the sale for cash of treasury shares exercise all powers of paying commission and brokerage conferred or permitted by the Companies Acts. Any such commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly-paid shares or other securities or partly in one way and partly in the other.

11.TRUSTS NOT RECOGNISED

Except as ordered by a court of competent jurisdiction or as required by law, no person shall be recognised by the company as holding any share upon any trust and the company shall not be bound by or required in any way to recognise (even when having notice of it) any interest in any share or (except only as by these articles or by law otherwise provided) any other right in respect of any share other than an absolute right to the whole of the share in the holder.

12.SUSPENSION OF RIGHTS WHERE NON-DISCLOSURE OF INTEREST

12.1Where the holder of any shares in the company, or any other person appearing to be interested in those shares, fails to comply within the relevant period with any statutory notice in respect of those shares or, in purported compliance with such a notice, has made a statement which is false or inadequate in a material particular, the company may give the holder of those shares a further notice (a “restriction notice”) to the effect that from the service of the restriction notice those shares will be subject to some or all of the relevant restrictions, and from service of the restriction notice those shares shall, notwithstanding any other provision of these articles, be subject to those relevant restrictions accordingly. For the purpose of enforcing the relevant restriction referred to in sub-paragraph (c) of the definition of “relevant restrictions”, the board may give notice to the relevant member requiring the member to change the relevant shares held in uncertificated form to certificated form by the time stated in the notice and to keep them in certificated form for as long as the board requires. The notice may also state that the member may not change any of the relevant shares held in certificated form to uncertificated form. If the member does not comply with the notice, the board may authorise any person to instruct the Operator to change the relevant shares held in uncertificated form to certificated form.

12.2If after the service of a restriction notice in respect of any shares the board is satisfied that all information required by any statutory notice relating to those shares or any of them from their holder or any other person appearing to be interested in the shares the subject of the restriction notice has been supplied, the company shall, within seven days, cancel the restriction notice. The company may at any time at its discretion cancel any restriction notice or exclude any shares from it. The company shall cancel a restriction notice within seven days after receipt of a notice in writing that the relevant shares have been transferred pursuant to an arm’s length sale.

12.3Where any restriction notice is cancelled or ceases to have effect in relation to any shares, any moneys relating to those shares which were withheld by reason of that notice shall be paid without interest to the person who would but for the notice have been entitled to them or as he may direct.

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12.4Any new shares in the company issued in right of any shares subject to a restriction notice shall also be subject to the restriction notice, and the board may make any right to an allotment of the new shares subject to restrictions corresponding to those which will apply to those shares by reason of the restriction notice when such shares are issued.

12.5Any holder of shares on whom a restriction notice has been served may at any time request the company to give in writing the reason why the restriction notice has been served, or why it remains uncancelled, and within 14 days of receipt of such a notice the company shall give that information accordingly.

12.6Where a person appearing to be interested in shares has been served with a statutory notice and the shares in which he appears to be interested are held by an Approved Depositary, this article applies only to those shares which are held by the Approved Depositary in which that person appears to be interested and not (so far as that person’s apparent interest is concerned) to any other shares held by the Approved Depositary.

12.7Where a member who is an Approved Depositary has been served with a statutory notice, the obligations of that member will be limited to disclosing to the company information relating to any person who appears to be interested in the shares held by it which has been recorded by it in accordance with the arrangement under which it was appointed as an Approved Depositary.

12.8If a statutory notice is given by the company to a person appearing to be interested in any share, a copy shall at the same time be given to the holder, but the failure or omission to do so or the non-receipt of the copy by the holder shall not invalidate such notice.

12.9This article is in addition to, and shall not in any way prejudice or affect, the statutory rights of the company arising from any failure by any person to give any information required by a statutory notice within the time specified in it. For the purpose of this article a statutory notice need not specify the relevant period, and may require any information to be given before the expiry of the relevant period.

12.10In this article:

a sale is an “arm’s length sale” if the board is satisfied that it is a bona fide sale of the whole of the beneficial ownership of the shares to a party unconnected with the holder or with any person appearing to be interested in such shares and shall include a sale made by way of or in pursuance of acceptance of a takeover offer and a sale made through a recognised investment exchange or any other stock exchange outside the United Kingdom. For this purpose an associate (within the definition of that expression in any statute relating to insolvency in force at the date of adoption of this article) shall be included amongst the persons who are connected with the holder or any person appearing to be interested in such shares;

“person appearing to be interested” in any shares shall mean any person named in a response to a statutory notice or otherwise notified to the company by a member as being so interested or shown in any register or record kept by the company under the Companies Acts as so interested or, taking into account a response or failure to respond in the light of the response to any other statutory notice and any other relevant information in the possession of the company, any person whom the company knows or has reasonable cause to believe is or may be so interested;

“person with a 0.25 per cent. interest” means a person who holds, or is shown in any register or record kept by the company under the Companies Acts as having an interest in, shares in the company which comprise in total at least 0.25 per cent. in number or nominal value of the shares of the company (calculated exclusive of any shares held as treasury shares), or of any class of such shares (calculated exclusive of any shares of that class held as treasury shares), in issue at the date of service of the restriction notice;

“relevant period” means a period of 14 days following service of a statutory notice;

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“relevant restrictions” mean in the case of a restriction notice served on a person with a 0.25 per cent. interest that:

(a)the shares shall not confer on the holder any right to attend or vote either personally or by proxy at any general meeting of the company or at any separate general meeting of the holders of any class of shares in the company or to exercise any other right conferred by membership in relation to general meetings;

(b)the board may withhold payment of all or any part of any dividends or other moneys payable in respect of the shares and the holder shall not be entitled to receive shares in lieu of dividend; and

(c)the board may decline to register a transfer of any of the shares which are certificated shares, unless such a transfer is pursuant to an arm’s length sale,

and in any other case mean only the restriction specified in sub-paragraph (a) of this definition; and

“statutory notice” means a notice served by the company under the Companies Acts requiring particulars of interests in shares or of the identity of persons interested in shares.

13.UNCERTIFICATED SHARES

13.1Pursuant and subject to the uncertificated securities rules, the board may permit title to shares of any class to be evidenced otherwise than by a certificate and title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class. Title to shares of a particular class may only be evidenced otherwise than by a certificate where that class of shares is at the relevant time a participating class. The board may also, subject to compliance with the uncertificated securities rules, determine at any time that title tom any class of shares may from a date specified by the board no longer be evidenced otherwise than by a certificate or that title to such a class shall cease to be transferred by means of any particular relevant system.

13.2In relation to a class of shares which is a participating class and for so long as it remains a participating class, no provision of these articles shall apply or have effect to the extent that it is inconsistent in any respect with:

(a)the holding of shares of that class in uncertificated form;

(b)the transfer of title to shares of that class by means of a relevant system; and

(c)any provision of the uncertificated securities rules,

and, without prejudice to the generality of this article, no provision of these articles shall apply or have effect to the extent that it is in any respect inconsistent with the maintenance, keeping or entering up by the Operator, so long as that is permitted or required by the uncertificated securities rules, of an Operator register of securities in respect of that class of shares in uncertificated form.

13.3Shares of a class which is at the relevant time a participating class may be changed from uncertificated to certificated form, and from certificated to uncertificated form, in accordance with and subject as provided in the uncertificated securities rules.

13.4If, under these articles or the Companies Acts, the company is entitled to sell, transfer or otherwise dispose of, forfeit, re-allot, accept the surrender of or otherwise enforce a lien over an uncertificated share, then, subject to these articles and the Companies Acts, such entitlement shall include the right of the board to:

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(a)require the holder of that uncertificated share by notice in writing to change that share from uncertificated to certificated form within such period as may be specified in the notice and keep it as a certificated share for as long as the board requires;

(b)appoint any person to take such other steps, by instruction given by means of a relevant system or otherwise, in the name of the holder of such share as may be required to effect the transfer of such share and such steps shall be as effective as they had been taken by the registered holder of that share; and

(c)take such other action that the board considers appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of that share or otherwise to enforce a lien in respect of that share.

13.5Unless the board otherwise determines, shares which a member holds in uncertificated form shall be treated as separate holdings from any shares which that member holds in certificated form. However shares held in uncertificated form shall not be treated as forming a class which is separate from certificated shares with the same rights.

13.6Unless the board otherwise determines or the uncertificated securities rules otherwise require, any shares issued or created out of or in respect of any uncertificated shares shall be uncertificated shares and any shares issued or created out of or in respect of any certificated shares shall be certificated shares.

13.7The company shall be entitled to assume that the entries on any record of securities maintained by it in accordance with the uncertificated securities rules and regularly reconciled with the relevant Operator register of securities are a complete and accurate reproduction of the particulars entered in the Operator register of securities and shall accordingly not be liable in respect of any act or thing done or omitted to be done by or on behalf of the company in reliance on such assumption; in particular, any provision of these articles which requires or envisages that action will be taken in reliance on information contained in the register shall be construed to permit that action to be taken in reliance on information contained in any relevant record of securities (as so maintained and reconciled).

14.RIGHT TO SHARE CERTIFICATES

Every person (except a person to whom the company is not by law required to issue a certificate) whose name is entered in the register as a holder of any certificated shares shall be entitled, without payment, to receive within the time limits prescribed by the Companies Acts (or, if earlier, within any prescribed time limit or within a time specified when the shares were issued) one certificate for all those shares of any one class. In the case of a certificated share held jointly by several persons, the company shall not be bound to issue more than one certificate and delivery of a certificate to one of several joint holders shall be sufficient delivery to all. A member who transfers some but not all of the shares comprised in a certificate shall be entitled to a certificate for the balance without charge to the extent the balance is to be held in certificated form.

15.REPLACEMENT OF SHARE CERTIFICATES

If a share certificate is defaced, worn out, stolen, lost or destroyed, it may be replaced on such terms (if any) as to evidence and indemnity as the board may decide and, where it is defaced or worn out, after delivery of the old certificate to the company. Any two or more certificates representing shares of any one class held by any member shall at his request be cancelled and a single new certificate for such shares issued in lieu. Any certificate representing shares of any one class held by any member may at his request be cancelled and two or more certificates for such shares may be issued instead. The board may require the payment of any exceptional out-of-pocket expenses of the company incurred in connection with the issue of any certificates under this article. Any one of two or more joint holders may request replacement certificates under this article.

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16.SHARE CERTIFICATES SENT AT HOLDER’S RISK

Every share certificate sent in accordance with these articles will be sent at the risk of the member or other person entitled to the certificate. The company will not be responsible for any share certificate lost or delayed in the course of delivery.

17.EXECUTION OF SHARE CERTIFICATES

Every share certificate shall be executed under a seal or in such other manner as the board, having regard to the terms of issue and any listing requirements, may authorise and shall specify the number and class of the shares to which it relates and the amount or respective amounts paid up on the shares. The board may by resolution decide, either generally or in any particular case or cases, that any signatures on any share certificates need not be autographic but may be applied to the certificates by some mechanical or other means or may be printed on them or that the certificates need not be signed by any person.

LIEN

18.COMPANY’S LIEN ON SHARES NOT FULLY PAID

The company shall have a first and paramount lien on every share (not being a fully paid share) for all amounts payable to the company (whether presently or not) in respect of that share. The company’s lien on a share shall extend to every amount payable in respect of it. The board may at any time either generally or in any particular case waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this article.

19.ENFORCING LIEN BY SALE

The company may sell, in such manner as the board may decide, any share on which the company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 14 clear days after a notice has been served on the holder of the share or the person who is entitled by transmission to the share, demanding payment and stating that if the notice is not complied with the share may be sold. For giving effect to the sale the board may authorise some person to execute an instrument of transfer of the share sold to or in accordance with the directions of the purchaser. The transferee shall not be bound to see to the application of the purchase money, nor shall his title to the share be affected by any irregularity or invalidity in relation to the sale.

20.APPLICATION OF PROCEEDS OF SALE

The net proceeds, after payment of the costs, of the sale by the company of any share on which it has a lien shall be applied in or towards payment or discharge of the debt or liability in respect of which the lien exists so far as it is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale and upon surrender, if required by the company, for cancellation of the certificate for the share sold) be paid to the person who was entitled to the share at the time of the sale.

CALLS ON SHARES

21.CALLS

Subject to the terms of issue, the board may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal amount of the shares or by way of premium) and not payable on a date fixed by or in accordance with the terms of issue, and each member shall (subject to the company serving upon him at least 14 clear days’ notice specifying when and where payment is to be made) pay to the company as required by the notice the amount called on his shares. A call may be made payable by instalments. A call may be revoked or postponed, in whole or in part, as the board may decide. A person upon whom a call is made shall remain liable jointly and severally with the

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successors in title to his shares for all calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made.

22.TIMING OF CALLS

A call shall be deemed to have been made at the time when the resolution of the board authorising the call was passed.

23.LIABILITY OF JOINT HOLDERS

The joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share.

24.INTEREST DUE ON NON-PAYMENT

If a call remains unpaid after it has become due and payable, the person from whom it is due and payable shall pay interest on the amount unpaid from the day it is due and payable to the time of actual payment at such rate, not exceeding 15 per cent. per annum, as the board may decide, and all expenses that have been incurred by the company by reason of such non-payment, but the board shall be at liberty in any case or cases to waive payment of the interest or expenses wholly or in part.

25.SUMS DUE ON ALLOTMENT TREATED AS CALLS

Any amount which becomes payable in respect of a share on allotment or on any other date fixed by or in accordance with the terms of issue, whether in respect of the nominal amount of the share or by way of premium or as an instalment of a call, shall be deemed to be a call and, if it is not paid, all the provisions of these articles shall apply as if the sum had become due and payable by virtue of a call.

26.POWER TO DIFFERENTIATE

The board may on or before the issue of shares differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.

27.PAYMENT OF CALLS IN ADVANCE

The board may, if it thinks fit, receive from any member who is willing to advance them all or any part of the moneys uncalled and unpaid upon any shares held by himand on all or any of the moneys so advanced may (until they would, but for the advance, become presently payable) pay interest at such rate, not exceeding (unless the company by ordinary resolution shall otherwise direct) 15 per cent. per annum, as the board may decide.

FORFEITURE OF SHARES

28.NOTICE IF CALL OR INSTALMENT NOT PAID

If any call or instalment of a call remains unpaid on any share after the day appointed for payment, the board may at any time serve a notice on the holder requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued and any expenses incurred by the company by reason of such non-payment.

29.FORM OF NOTICE

The notice shall name a further day (not being less than 14 clear days from the date of the notice) on or before which, and the place where, the payment required by the notice is to be made and shall state that in the event of non-payment on or before the day and at the place appointed, the shares in respect of which the call has been made or instalment is payable will be liable to be forfeited.

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30.FORFEITURE FOR NON-COMPLIANCE WITH NOTICE

If the notice is not complied with, any share in respect of which it was given may, at any time before payment of all calls or instalments and interest and expenses due in respect of it have been made, be forfeited by a resolution of the board to that effect and the forfeiture shall include all dividends declared and other moneys payable in respect of the forfeited shares and not paid before the forfeiture. The board may accept the surrender of any share liable to be forfeited and, in that event, references in these articles to forfeiture shall include surrender.

31.NOTICE AFTER FORFEITURE

When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share but no forfeiture shall be invalidated by any omission or neglect to give notice.

32.SALE OF FORFEITED SHARES

Until cancelled in accordance with the requirements of the Companies Acts, a forfeited share shall be deemed to be the property of the company and may be sold or otherwise disposed of either to the person who was, before forfeiture, the holder or to any other person upon such terms and in such manner as the board shall decide. The board may for the purposes of the disposal authorise some person to execute an instrument of transfer to the designated transferee. The company may receive the consideration (if any) given for the share on its disposal. At any time before a sale or disposition the forfeiture may be cancelled by the board on such terms as the board may decide.

33.ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE

33.1A person whose shares have been forfeited shall cease to be a member in respect of them and shall surrender to the company for cancellation the certificate for the forfeited shares but shall remain liable to pay to the company all moneys which at the date of the forfeiture were payable by him to the company in respect of those shares with interest thereon at the rate of 15 per cent. per annum (or such lower rate as the board may decide) from the date of forfeiture until payment, and the company may enforce payment without being under any obligation to make any allowance for the value of the shares forfeited or for any consideration received on their disposal.

34.STATUTORY DECLARATION AS TO FORFEITURE

A statutory declaration that the declarant is a director of the company or the secretary and that a share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share. The declaration shall (subject to the execution of an instrument of transfer if necessary) constitute a good title to the share and the person to whom the share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, sale or disposal.

TRANSFER OF SHARES

35.TRANSFER

35.1Subject to such of the restrictions of these articles as may be applicable:

(a)any member may transfer all or any of his uncertificated shares by means of a relevant system in such manner provided for, and subject as provided in, the uncertificated securities rules, and accordingly no provision of these articles shall apply in respect of an uncertificated share to the extent that it requires or

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contemplates the effecting of a transfer by an instrument in writing or the production of a certificate for the share to be transferred; and

(b)any member may transfer all or any of his certificated shares by an instrument of transfer in any usual form or in any other form which the board may approve.

35.2The transferor of a share shall be deemed to remain the holder of the share concerned until the name of the transferee is entered in the register in respect of it.

36.EXECUTION OF TRANSFER

The instrument of transfer of a certificated share shall be executed by or on behalf of the transferor and (in the case of a partly paid share) the transferee. All instruments of transfer, when registered, may be retained by the company.

37.RIGHTS TO DECLINE REGISTRATION OF PARTLY PAID SHARES

The board may, in its absolute discretion and without giving any reason for so doing, decline to register any transfer of any share which is not a fully paid share.

38.OTHER RIGHTS TO DECLINE REGISTRATION

38.1Registration of a transfer of an uncertificated share may be refused in the circumstances set out in the uncertificated securities rules, and where, in the case of a transfer to joint holders, the number of joint holders to whom the uncertificated share is to be transferred exceeds four.

38.2The board may decline to register any transfer of a certificated share unless:

(a)the instrument of transfer is duly stamped or duly certified or otherwise shown to the satisfaction of the board to be exempt from stamp duty and is left at theoffice or such other place as the board may from time to time determine accompanied (save in the case of a transfer by a person to whom the company is not required by law to issue a certificate and to whom a certificate has not been issued) by the certificate for the share to which it relates and such other evidence as the board may reasonably require to show the right of the person executing the instrument of transfer to make the transfer and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do;

(b)the instrument of transfer is in respect of only one class of share; and

(c)in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four.

38.3For all purposes of these articles relating to the registration of transfers of shares, the renunciation of the allotment of any shares by the allottee in favour of some other person shall be deemed to be a transfer and the board shall have the same powers of refusing to give effect to such a renunciation as if it were a transfer.

39.NO FEE FOR REGISTRATION

No fee shall be charged by the company for registering any transfer, document or instruction relating to or affecting the title to any share or for making any other entry in the register.

40.UNTRACED SHAREHOLDERS

40.1The company can sell any certificated shares at the best price reasonably obtainable at the time of the sale if:

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(a)during the 12 years before the notice referred to in (b) below, the shares have been in issue either in certificated or uncertificated form, at least three cash dividends have become payable on the shares and no dividend has been cashed during that period;

(b)after the 12 year period, the company has sent a notice to the last known address the company has for the relevant member, stating that it intends to sell the shares. Before sending such a notice to a member, the company must have used reasonable efforts to trace the member; and

(c)during the 12 year period and for three months after sending the notice referred to in (b) above, the company has not heard from the member or any person entitled to the shares by law.

40.2To sell any shares in this way, the board can appoint anyone to transfer the shares. This transfer will be just as effective as if it had been signed by the holder, or by a person who is entitled to the shares by law. The person to whom the shares are transferred will not be bound to concern himself as to what is done with the purchase moneys nor will his ownership be affected even if the sale is irregular or invalid in any way.

40.3The proceeds of sale will be forfeited and will belong to the company and the company will not be liable in any respect to the person who would have been entitled to the shares by law for the proceeds of sale. The company can use the money for such good causes as the directors decide.

TRANSMISSION OF SHARES

41.TRANSMISSION ON DEATH

If a member dies, the survivor or survivors, where he was a joint holder, and his personal representatives, where he was a sole holder or the only survivor of joint holders, shall be the only persons recognised by the company as having any title to his shares; but nothing contained in these articles shall release the estate of a deceased holder from any liability in respect of any share held by him solely or jointly with other persons.

42.ENTRY OF TRANSMISSION IN REGISTER

Where the entitlement of a person to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law is proved to the satisfaction of the board, the board shall within two months after proof cause the entitlement of that person to be noted in the register.

43.ELECTION OF PERSON ENTITLED BY TRANSMISSION

Any person entitled by transmission to a share may, subject as provided elsewhere in these articles, elect either to become the holder of the share or to have some person nominated by him registered as the holder. If he elects to be registered himself he shall give notice to the company to that effect. If he elects to have another person registered, and the share is a certificated share, he shall execute an instrument of transfer of the share to that person. If he elects to have himself or another person registered and the share is an uncertificated share, he shall take any action the board may require (including, without limitation, the signing of any document and the giving of any instruction by means of a relevant system) to enable himself or that person to be registered as the holder of the share. The board may at any time require the person to elect either to be registered himself or to transfer the share and if the requirements are not complied with within 60 days ofbeing issued the board may withhold payment of all dividends and other moneys payable in respect of the share until the requirements have been complied with. All the provisions of these articles relating to the transfer of, and registration of transfers of, shares shall apply to the notice or transfer as if the death or bankruptcy of the member or other event giving rise to the transmission had not occurred and the notice or transfer was given or executed by the member.

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44.RIGHTS OF PERSON ENTITLED BY TRANSMISSION

Where a person becomes entitled by transmission to a share, the rights of the holder in relation to that share shall cease, but the person entitled by transmission to the share may give a good discharge for any dividends or other moneys payable in respect of it and shall have the same rights in relation to the share as he would have had if he were the holder of it save that, until he becomes the holder, he shall not be entitled in respect of the share (except with the authority of the board) to receive notice of, or to attend or vote at, any general meeting of the company or at any separate general meeting of the holders of any class of shares in the company or to exercise any other right conferred by membership in relation to general meetings.

ALTERATION OF SHARE CAPITAL

45.SUB-DIVISION

Any resolution authorising the company to sub-divide its shares or any of them may determine that, as between the shares resulting from the sub-division, any of them may have any preference or advantage or be subject to any restriction as compared with the others.

46.FRACTIONS

Whenever as a result of a consolidation, consolidation and sub-division or sub-division of shares any holders would become entitled to fractions of a share, the board may deal with the fractions as it thinks fit including by ignoring fractions altogether or by aggregating and selling them or by dealing with them in some other way. For the purposes of effecting any such sale, the board may arrange for the shares representing the fractions to be entered in the register as certificated shares. The board may sell shares representing fractions to any person, including the company and may authorise some person to transfer or deliver the shares to, or in accordance with the directions of, the purchaser. The person to whom any shares are transferred or delivered shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in, or invalidity of, the proceedings relating to the sale.

NOTICE OF GENERAL MEETINGS

47.OMISSION OR NON-RECEIPT OF NOTICE

47.1The accidental omission to give any notice of a meeting or the accidental omission to send or supply any document or other information relating to any meeting to, or the non-receipt (even if the company becomes aware of such non-receipt) of any such notice, document or other information by, any person entitled to receive the notice, document or other information shall not invalidate the proceedings at that meeting.

47.2A member present in person or by proxy at a meeting shall be deemed to have received proper notice of that meeting and, where applicable, of the purpose of that meeting.

48.POSTPONEMENT OF GENERAL MEETINGS

If the board, in its absolute discretion, considers that it is impractical or undesirable for any reason to hold a general meeting on the date or at the time or place specified in the notice calling the general meeting, it may postpone or move the general meeting to another date, time and/or place. The board shall take reasonable steps to ensure that notice of the date, time and place of the rearranged meeting is given to any member trying to attend the meeting at the original time and place. Notice of the date, time and place of the rearranged meeting shall, if practicable, also be placed in at least two national newspapers in the United Kingdom. Notice of the business to be transacted at such rearranged meeting shall not be required. If a meeting is rearranged in this way, the appointment of a proxy will be valid if it is received as required by these articles not less than 48 hours before the time appointed for holding the

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rearranged meeting. The board may also postpone or move the rearranged meeting under this article.

PROCEEDINGS AT GENERAL MEETINGS

49.QUORUM

49.1No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the choice or appointment of a chairman of the meeting which shall not be treated as part of the business of the meeting. Save as otherwise provided by these articles, two members present in person or by proxy and entitled to vote shall be a quorum for all purposes. A shareholder which is a company is to be considered present if it is represented by a duly authorised representative.

49.2If the directors so determine, any or all members (or their proxies) may participate in a general meeting by means of a conference telephone, video teleconference equipment or any communication equipment which allows all persons participating in the meeting to speak to and hear each other. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly. A meeting which takes place by conference telephone, video teleconference or other such communication equipment will be treated as taking place at the place where the chairman is.

50.PROCEDURE IF QUORUM NOT PRESENT

If within five minutes (or such longer time not exceeding one hour as the chairman of the meeting may decide to wait) after the time appointed for the commencement of the meeting a quorum is not present, or if during the meeting a quorum ceases to be present, the meeting:

(a)if convened by or upon the requisition of members, shall be dissolved; and

(b)in any other case, it shall stand adjourned to such other day (being not less than ten days later, excluding the day on which the meeting is adjourned and the day for which it is reconvened) and at such other time or place as the chairman of the meeting may decide. At any adjourned meeting one member present in person or by proxy and entitled to vote (whatever the number of shares held by him) shall be a quorum and any notice of an adjourned meeting shall state that one member present in person or by proxy and entitled to vote (whatever the number of shares held by him) shall be a quorum.

51.SECURITY ARRANGEMENTS

The board may take any action and may put in place any arrangements, both before and during any meeting, that they consider appropriate for the proper and orderly conduct of the general meeting and the safety of people attending it. This authority includes power to refuse entry to, or to remove from meetings, any person who fails to comply with such arrangements.

52.CHAIRMAN OF GENERAL MEETING

The chairman (if any) of the board or, in his absence, the deputy chairman (if any) shall preside as chairman at every general meeting. If there is no chairman or deputy chairman, or if at any meeting neither the chairman nor any deputy chairman is present within five minutes after the time appointed for the commencement of the meeting, or if neither the chairman nor any deputy chairman is willing to act as chairman, the directors present shall choose one of their number to act, or if one director only is present he shall preside as chairman of the meeting if willing to act. If no director is present, or if each of the directors present declines to take the chair, the persons present and entitled to vote shall appoint one of their number to be chairman of the meeting. Nothing in these articles shall restrict or exclude any of the powers or rights of a chairman of a meeting which are given by law.

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53.ORDERLY CONDUCT

The chairman of the meeting shall take such action or give directions for such action to be taken as he thinks fit to promote the orderly conduct of the business of the meeting as laid down in the notice of the meeting. The chairman’s decision on points of order, matters of procedure or arising incidentally from the business of the meeting shall be final as shall be his determination as to whether any point or matter is of such a nature.

54.ENTITLEMENT TO ATTEND AND SPEAK

Each director shall be entitled to attend and speak at any general meeting of the company. The chairman of the meeting may invite any person to attend and speak atany general meeting of the company where he considers that this will assist in the deliberations of the meeting.

55.ADJOURNMENTS

The chairman of the meeting may at any time without the consent of the meeting adjourn any meeting (whether or not it has commenced or a quorum is present) either sine die or to another time or place where it appears to him that (a) the members entitled to vote and wishing to attend cannot be conveniently accommodated in the place appointed for the meeting (b) the conduct of persons present prevents or is likely to prevent the orderly continuation of business or (c) an adjournment is otherwise necessary so that the business of the meeting may be properly conducted. In addition, the chairman of the meeting may at any time with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting either sine die or to another time or place. When a meeting is adjourned sine die the time and place for the adjourned meeting shall be fixed by the board. No business shall be transacted at any adjourned meeting except business which might properly have been transacted at the meeting had the adjournment not taken place. Any meeting may be adjourned more than once.

56.NOTICE OF ADJOURNMENT

If the continuation of an adjourned meeting is to take place three months or more after it was adjourned or if business is to be transacted at an adjourned meeting the general nature of which was not stated in the notice of the original meeting, notice of the adjourned meeting shall be given as in the case of an original meeting. Except as provided in this article, it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting.

AMENDMENTS

57.AMENDMENTS TO RESOLUTIONS

In the case of a resolution duly proposed as a special resolution no amendment thereto (other than an amendment to correct a patent error) may be considered or voted upon and in the case of a resolution duly proposed as an ordinary resolution no amendment thereto (other than an amendment to correct a patent error) may be considered or voted upon unless either at least two working days prior to the date appointed for holding the meeting or adjourned meeting at which such ordinary resolution is to be proposed notice in writing of the terms of the amendment and intention to move the same has been received by the company at its office or the chairman of the meeting in his absolute discretion decides that it may be considered or voted upon. With the consent of the chairman of the meeting, an amendment may be withdrawn by its proposer before it is put to the vote.

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58.AMENDMENTS RULED OUT OF ORDER

If an amendment shall be proposed to any resolution under consideration but shall be ruled out of order by the chairman of the meeting the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.

VOTING

59.VOTES OF MEMBERS

Subject to any special terms as to voting upon which any shares may be issued or may at the relevant time be held and to any other provisions of these articles, members shall be entitled to vote at a general meeting as provided in the Companies Acts. Where a proxy is given discretion as to how to vote on a show of hands this will be treated as an instruction by the relevant shareholder to vote in the way in which the proxy decides to exercise that discretion.

60.METHOD OF VOTING

60.1At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands) a poll is demanded. Subject to the Companies Acts, a poll may be demanded by:

(a)the chairman of the meeting; or

(b)at least five members present in person or by proxy and entitled to vote on the resolution; or

(c)any member or members present in person or by proxy and representing in the aggregate not less than one tenth of the total voting rights of all the members having the right to attend and vote on the resolution; or

(d)any member or members present in person or by proxy and holding shares conferring a right to attend and vote on the resolution, being shares on which there have been paid up sums in the aggregate equal to not less than one tenth of the total sum paid up on all the shares conferring that right.

60.2The chairman of the meeting can also demand a poll before a resolution is put to the vote on a show of hands.

60.3Unless a poll is so demanded and the demand is not withdrawn, a declaration by the chairman of the meeting that a resolution on a show of hands has been carried or carried unanimously or by a particular majority or not carried by a particular majority or lost shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against the resolution.

61.PROCEDURE IF POLL DEMANDED

If a poll is properly demanded it shall be taken in such manner as the chairman of the meeting shall direct. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

62.WHEN POLL TO BE TAKEN

A poll demanded on the election of a chairman of the meeting, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shallbe taken either forthwith or on such date (being not later than 30 days after the date of the demand) and at such time and place as the chairman of the meeting shall direct. It shall not be necessary (unless the chairman of the meeting otherwise directs) for notice to be given of a poll.

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63.CONTINUANCE OF OTHER BUSINESS AFTER POLL DEMAND

The demand for a poll (other than on the election of a chairman of the meeting or on a question of adjournment) shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded, and it may be withdrawn with the consent of the chairman of the meeting at any time before the close of the meeting or the taking of the poll, whichever is the earlier, and in that event shall not invalidate the result of a show of hands declared before the demand was made.

64.VOTES OF JOINT HOLDERS

In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.

65.VOTING ON BEHALF OF INCAPABLE MEMBER

A member in respect of whom an order has been made by any competent court or official on the ground that he is or may be suffering from mental disorder or is otherwise incapable of managing his affairs may vote at any general meeting of the company and may exercise any other right conferred by membership in relation to general meetings or upon a poll by or through any person authorised in such circumstances to do so on his behalf (and that person may vote by proxy), provided that evidence to the satisfaction of the board of the authority of the person claiming to exercise the right to vote or such other right has been received by the company not later than the lasttime at which proxy forms should have been received in order to be valid for use at that meeting or on the holding of that poll.

66.NO RIGHT TO VOTE WHERE SUMS OVERDUE ON SHARES

No member shall, unless the board otherwise decides, be entitled in respect of any share held by him to attend or vote (either personally or by proxy) at any general meeting of the company or upon a poll or to exercise any other right conferred by membership in relation to general meetings or polls unless all calls or other sums presently payable by him in respect of that share have been paid.

67.OBJECTIONS OR ERRORS IN VOTING

If:

(a)any objection shall be raised to the qualification of any voter, or

(b)any votes have been counted which ought not to have been counted or which might have been rejected, or

(c)any votes are not counted which ought to have been counted,

the objection or error shall not vitiate the decision of the meeting or adjourned meeting or poll on any resolution unless it is raised or pointed out at the meeting or, as the case may be, the adjourned meeting or poll at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be conclusive.

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APPROVED DEPOSITARIES

68.MEANING OF APPROVED DEPOSITARY

68.1In these articles, unless the context otherwise requires, “Approved Depositary” means a person approved by the board and appointed:

(a)to hold the company’s shares or any rights or interests in any of the company’s shares; and

(b)to issue securities, documents of title or other documents which evidence that the holder of them owns or is entitled to receive the shares, rights or interests held by the Approved Depository,

and shall include a nominee acting for a person appointed to do these things.

68.2The trustees of any scheme or arrangements for or principally for the benefit of employees of the company and its associated companies will be deemed to be an Approved Depositary for the purposes of these articles unless the board resolves otherwise.

68.3References in these articles to an Approved Depositary or to shares held by it refer only to an Approved Depositary and to its shares held in its capacity as an Approved Depositary.

69.APPOINTMENT OF APPOINTED PROXIES

Subject to these articles and to applicable law, an Approved Depositary may appoint as its proxy or proxies in relation to any ordinary shares which it holds, anyone it thinks fit and may determine the manner and terms of any such appointment. Each appointment must state the number and class of shares to which it relates and the total number of shares of each class in respect of which appointments exist at any one time, which must not exceed the total number of shares of each such class registered in the name of the Approved Depositary or its nominee (the “Depositary Shares”) at that time.

70.REGISTER OF APPOINTED PROXIES

The Approved Depositary must keep a register (the “Proxy Register”) of each person it has appointed as a proxy under Article 69 (an “Appointed Proxy”) and the number of Depositary Shares (his “Appointed Number”) to which the appointment relates. The directors will determine the requisite information to be recorded in the Proxy Register relating to each Appointed Proxy.

Any person authorised by the company may inspect the Proxy Register during usual business hours and the Approved Depositary will give such person any information which he requests as to the contents of the Proxy Register.

71.APPROVED DEPOSITARIES’ ATTENDANCE AT GENERAL MEETINGS

71.1An Appointed Proxy may only attend a general meeting if he provides the company with written evidence of his appointment as such. This must be in a form agreed between the directors and the Approved Depositary.

71.2Subject to applicable law and to these articles, and so long as the Approved Depositary or a nominee of the Approved Depositary holds at least his Appointed Number of shares, an Appointed Proxy is entitled to attend a general meeting which holders of that class of shares are entitled to attend, and he is entitled to the same rights, and subject to the same obligations, in relation to his Appointed Number of Depositary Shares as if he had been validly appointed in accordance with Articles 74 to 77 by the registered holder of these shares as its proxy in relation to those shares.

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72.PROXIES OF APPOINTED PROXIES

An Appointed Proxy may appoint another person as his proxy for his Appointed Number of Depositary Shares, provided the appointment is made and deposited in accordance with Articles 74 to 77. These articles apply to that appointment and to the person so appointed as though those Depositary Shares were registered in the name of the Appointed Proxy and the appointment was made by him in that capacity. The directors may require such evidence as they think appropriate to decide that such appointment is effective.

73.IDENTIFYING APPOINTED PROXIES

73.1For the purposes of determining who is entitled as an Appointed Proxy to exercise the rights conferred by Articles 71 and 72 and the number of Depositary Shares in respect of which a person is to be treated as having been appointed as an Appointed Proxy for these purposes, the Approved Depositary may decide that the Appointed Proxies who are so entitled are the persons entered in the Proxy Register at a time and on a date (a “Record Time”) agreed between the Approved Depositary and the company.

73.2When a Record Date is decided for a particular purpose:

(a)an Appointed Proxy is to be treated as having been appointed for that purpose for the number and class of shares appearing against his name in the Proxy Register as at the Record Time; and

(b)changes to entries in the Proxy Register after the Record Time will be ignored for this purpose.

73.3Except for recognising the rights given in relation to General Meetings by appointments made by Appointed Proxies pursuant to Article 72, the company is entitled to treat any person entered in the Proxy Register as an Appointed Proxy as the only person (other than the Approved Depositary) who has any interest in the Depositary Shares in respect of which the Appointed Proxy has been appointed.

73.4At a general meeting the chairman has the final decision as to whether any person has the right to vote or exercise any other right relating to any Depositary Shares. In any other situation, the directors have the final decision as to whether any person has the right to exercise any right relating to any Depositary Shares.

PROXIES

74.APPOINTMENT OF PROXIES

74.1The appointment of a proxy shall be in writing signed by the appointor or his duly authorised attorney or, if the appointor is a corporation, shall either be executed under its seal or signed by an officer, attorney or other person authorised to sign it. If a member appoints more than one proxy and the proxy forms appointing those proxies would give those proxies the apparent right to exercise votes on behalf of the member in a general meeting over more shares than are held by the member, then each of those proxy forms will be invalid and none of the proxies so appointed will be entitled to attend, speak or vote at the relevant general meeting. If a member appoints more than one proxy, he must ensure that no more than one proxy is appointed in relation to any share.

74.2Receipt of Proxies

(a)The appointment of a proxy must:

(i)(in the case of an appointment made in hard copy form, be received at the office (or such other place as may be specified by the company for the receipt of appointments of proxy in hard copy form) not less than 48 hours (or

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such shorter time as the board may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote together with (if required by the board) any authority under which it is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the board;

(ii)in the case of an appointment made in electronic form, be received at the address specified by the company for the receipt of appointments of proxy by electronic means not less than 48 hours (or such shorter time as the board may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote. Any authority pursuant to which such an appointment is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the board, must, if required by the board, be received at such address or at the office (or such other place in the United Kingdom as may be specified by the company for the receipt of such documents) not less than 48 hours (or such shorter time as the board may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote;

(iii)in the case of an appointment delivered by an Approved Depositary (except in respect of a proxy appointed in accordance with Article 69) be delivered to the appropriate place referred to in (i) or (ii) above, as appropriate, depending on whether the appointment is made in hard copy or electronic form;

(iv)in the case of a poll taken more than 48 hours subsequently to the date of the meeting or adjourned meeting, be received as aforesaid not less than 24 hours (or such shorter time as the board may determine) before the time appointed for the taking of the poll; and

(v)in the case of a poll taken not more than 48 hours subsequently to the date of the meeting or adjourned meeting, be received as aforesaid by the time at which the poll was demanded (or at such later time as the board may determine),

and an appointment of a proxy which is not, or in respect of which the authority or copy thereof is not, received in a manner so permitted shall be invalid. When two or more valid but differing appointments of a proxy are received in respect of the same share for use at the same meeting or poll, the one which is last received (regardless of its date or of the date of its signature) shall be treated as replacing and revoking the others as regards that share; if the company is unable to determine which was last received, none of them shall be treated as valid in respect of that share. The appointment of a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned. The proceedings at a general meeting shall not be invalidated where an appointment of a proxy in respect of that meeting is sent in electronic form as provided in these articles, but because of a technical problem it cannot be read by the recipient.

74.3The board may at its discretion determine that in calculating the periods referred to in this article no account shall be taken of any part of a day that is not a working day.

75.MAXIMUM VALIDITY OF PROXY

No appointment of a proxy shall be valid after 12 months have elapsed from the date of its receipt save that, unless the contrary is stated in it, an appointment of a proxy shall be valid for use at an adjourned meeting or a poll after a meeting or an adjourned meeting even after 12 months, if it was valid for the original meeting.

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76.FORM OF PROXY

The appointment of a proxy shall be in any usual form or in such other form as the board may approve. The appointment of a proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a resolution put to, or any other business which may properly come before, the meeting for which it is given as the proxy thinks fit. The appointment of a proxy shall, unless the contrary is stated in it, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

77.CANCELLATION OF PROXY’S AUTHORITY

A vote given or poll demanded by a proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll, unless notice in writing of the determination was received by the company at the office (or such other place or address as was specified by the company for the receipt of appointments of proxy) not later than the last time at which an appointment of a proxy should have been received in order to be valid for use at the meeting or on the holding of the poll at which the vote was given or the poll demanded.

CLASS MEETINGS

78.SEPARATE GENERAL MEETINGS

The provisions of these articles relating to general meetings shall apply, with any necessary modifications to any separate general meeting of the holders of shares of a class convened otherwise than in connection with the variation or abrogation of the rights attached to the shares of that class. For this purpose, a general meeting at which no holder of a share other than an ordinary share may, in his capacity as a member, attend or vote shall also constitute a separate general meeting of the holders of the ordinary shares.

APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS

79.NUMBER OF DIRECTORS

Unless otherwise determined by ordinary resolution of the company, the number of directors (disregarding alternate directors) shall be not less than two and not more than eight.

80.DIRECTORS’ SHAREHOLDING QUALIFICATION

No shareholding qualification for directors shall be required.

81.POWER OF COMPANY TO APPOINT DIRECTORS

Subject to the provisions of these articles and the Companies Acts, the company may by ordinary resolution appoint any person who is willing to act to be a director, either to fill a vacancy or as an addition to the existing board, but so that the total number of directors shall not at any time exceed any maximum number fixed by or in accordance with these articles.

82.POWER OF BOARD TO APPOINT DIRECTORS

Subject to the provisions of these articles, the board may appoint any person who is willing to act to be a director, either to fill a vacancy or as an addition to the existing board, but so that the total number of directors shall not at any time exceed any maximum number fixed by or in accordance with these articles. Any director so appointed shall retire at the next annual general meeting and shall then be eligible for re-appointment. A director who retires in this way is then eligible for re-appointment but is not taken into account when deciding which directors should retire by rotation at the annual general meeting.

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83.RETIREMENT OF DIRECTORS BY ROTATION

At every annual general meeting at least one third of the current directors must retire as directors by rotation. Where the number of directors is not three or a number divisible by three, the minimum number of directors to retire will be the number which is nearest to and less than one third. If there are fewer than three directors, each director will retire.

84.FILLING VACANCIES

Subject to the provisions of these articles, at the meeting at which a director retires the company can pass an ordinary resolution to re-appoint the director or to elect some other eligible person in his place.

85.POWER OF REMOVAL BY SPECIAL RESOLUTION

In addition to any power of removal conferred by the Companies Acts, the company may by special resolution remove any director before the expiration of his period of office and may (subject to these articles) by ordinary resolution appoint another person who is willing to act to be a director in his place.

86.PERSONS ELIGIBLE AS DIRECTORS

No person other than a director retiring at the general meeting shall be appointed or re-appointed a director at any general meeting unless:

(a)he is recommended by the board; or

(b)not less than seven nor more than 42 days before the day appointed for the meeting, notice in writing by a member qualified to vote at the meeting (not being the person to be proposed) has been given to the secretary of the intention to propose that person for appointment or re-appointment together with confirmation in writing by that person of his willingness to be appointed or re-appointed.

87.POSITION OF RETIRING DIRECTORS

A director who retires at an annual general meeting (whether by rotation or otherwise) may, if willing to continue to act, be re-appointed. If he is re-appointed he is treated as continuing in office throughout. If he is not re-appointed, he shall retain office until the end of the meeting or (if earlier) when a resolution is passed to appoint someone in his place or when a resolution to re-appoint the director is put to the meeting and lost.

88.VACATION OF OFFICE BY DIRECTORS

Without prejudice to the provisions for retirement (by rotation or otherwise) contained in these articles, the office of a director shall be vacated if:

(a)he resigns his office by notice in writing sent to or received at the office or at an address specified by the company for the purposes of communication by electronic means or tendered at a meeting of the board; or

(b)by notice in writing sent to or received at the office or at an address specified by the company for the purposes of communication by electronic means or tendered at a meeting of the board, he offers to resign and the board resolves to accept such offer; or

(c)by notice in writing sent to or received at the office or at an address specified by the company for the purposes of communication by electronic means or tendered at a meeting of the board, his resignation is requested by all of the other directors and all of the other directors are not less than three in number; or

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(d)he is or has been suffering from mental ill health and the board resolves that his office is vacated; or

(e)he is absent without the permission of the board from meetings of the board (whether or not an alternate director appointed by him attends) for six consecutive months and the board resolves that his office is vacated; or

(f)he becomes bankrupt or makes an arrangement or composition with his creditors generally; or

(g)he is prohibited by law from being a director; or

(h)he ceases to be a director by virtue of the Companies Acts or is removed from office pursuant to these articles.

If the office of a director is vacated for any reason, he shall cease to be a member of any committee or sub-committee of the board.

89.EXECUTIVE DIRECTORS

The board or any committee authorised by the board may from time to time appoint one or more directors to hold any employment or executive office with the company for such period and upon such other terms as the board or any committee authorised by the board may in its discretion decide and may revoke or terminate any appointment so made. Any revocation or termination of the appointment shall be without prejudice to any claim for damages that the director may have against the company or the company may have against the director for any breach of any contract of service between him and the company which may be involved in the revocation or termination. A director so appointed shall receive such remuneration (whether by way of salary, commission, participation in profits or otherwise) as the board or any committee authorised by the board may decide, and either in addition to or in lieu of his remuneration as a director.

FEES, REMUNERATION, EXPENSES AND PENSIONS

90.DIRECTORS’ FEES

Each of the directors shall be paid a fee at such rate as may from time to time be determined by the board provided that the aggregate of all fees so paid to directors (excluding amounts payable under any other provision of these articles but including any fees in respect of board committee work) shall not exceed £500,000 per annum or such higher amount as may from time to time be decided by ordinary resolution of the company.

91.ADDITIONAL REMUNERATION

Any director who performs services which in the opinion of the board or any committee authorised by the board go beyond the ordinary duties of a director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the board or any committee authorised by the board may in its discretion decide in addition to any remuneration provided for by or pursuant to any other article.

92.EXPENSES

Each director may be paid his reasonable travelling, hotel and incidental expenses of attending and returning from meetings of the board or committees of the board or general meetings of the company or any other meeting which as a director he is entitled to attend and shall be paid all other costs and expenses properly and reasonably incurred by him in the conduct of the company’s business or in the discharge of his duties as a director. The company may also fund a director’s or former director’s expenditure for the purposes

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permitted under the Companies Acts and may do anything to enable a director or former director to avoid incurring such expenditure as provided in the Companies Acts.

93.PENSIONS AND GRATUITIES FOR DIRECTORS

The board or any committee authorised by the board may exercise all the powers of the company to provide benefits, either by the payment of gratuities or pensions or by insurance or in any other manner whether similar to the foregoing or not, for any director or former director or the relations, or dependants of, or persons connected to, any director or former director. No director or former director shall be accountable to the company or the members for any benefit provided pursuant to this article and the receipt of any such benefit shall not disqualify any person from being or becoming a director of the company.

DIRECTORS’ INTERESTS

94.CONFLICTS OF INTEREST REQUIRING BOARD AUTHORISATION

94.1The board may, subject to the quorum and voting requirements set out in this article, authorise any matter which would otherwise involve a director breaching his duty under the Companies Acts to avoid conflicts of interest (“Conflict”).

94.2A director seeking authorisation in respect of a Conflict shall declare to the board the nature and extent of his interest in a Conflict as soon as is reasonably practicable. The director shall provide the board with such details of the relevant matter as are necessary for the board to decide how to address the Conflict together with such additional information as may be requested by the board.

94.3Any director (including the relevant director) may propose that the relevant director be authorised in relation to any matter the subject of a Conflict. Such proposal and any authority given by the board shall be effected in the same way that any other matter may be proposed to and resolved upon by the board under the provisions of these articles save that:

(a)the relevant director and any other director with a similar interest shall not count towards the quorum nor vote on any resolution giving such authority; and

(b)the relevant director and any other director with a similar interest may, if the other members of the board so decide, be excluded from any board meeting while the Conflict is under consideration.

94.4Where the board gives authority in relation to a Conflict, or where any of the situations described in Article 95.2 apply in relation to a director (“Relevant Situation”):

(a)the board may (whether at the relevant time or subsequently) (a) require that the relevant director is excluded from the receipt of information, the participation in discussion and/or the making of decisions (whether at meetings of the board or otherwise) related to the Conflict or Relevant Situation; and (b) impose upon the relevant director such other terms for the purpose of dealing with the Conflict or Relevant Situation as it may determine;

(b)the relevant director will be obliged to conduct himself in accordance with any terms imposed by the board in relation to the Conflict or Relevant Situation;

(c)the board may provide that where the relevant director obtains (otherwise than through his position as a director of the company) information that is confidential to a third party, the director will not be obliged to disclose that information to the company, or to use or apply the information in relation to the company’s affairs, where to do so would amount to a breach of that confidence;

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(d)the terms of the authority shall be recorded in writing (but the authority shall be effective whether or not the terms are so recorded); and

(e)the board may revoke or vary such authority at any time but this will not affect anything done by the relevant director prior to such revocation in accordance with the terms of such authority.

95.OTHER CONFLICTS OF INTEREST

95.1If a director is in any way directly or indirectly interested in a proposed contract with the company or a contract that has been entered into by the company, he must declare the nature and extent of that interest to the directors in accordance with the Companies Acts.

95.2Provided he has declared the nature and extent of his interest in accordance with Article 95.1, a director may:

(a)be party to, or otherwise interested in, any contract with the company or in which the company has a direct or indirect interest;

(b)hold any other office or place of profit with the company (except that of auditor) in conjunction with his office of director for such period and upon such terms, including as to remuneration, as the board may decide;

(c)act by himself or through a firm with which he is associated in a professional capacity for the company or any other company in which the company may be interested (otherwise than as auditor);

(d)be or become a director or other officer of, or employed by or otherwise be interested in any holding company or subsidiary company of the company or any other company in which the company may (directly or indirectly) be interested; and

(e)be or become a director of any other company in which the company does not have a direct or indirect interest and which cannot reasonably be regarded as giving rise to a conflict of interest at the time of his appointment as a director of that other company.

96.BENEFITS

A director shall not, by reason of his office or of the fiduciary relationship thereby established, be liable to account to the company or the members for any remuneration, profit or other benefit realised by reason of his having any type of interest authorised under Article 94.1 or permitted under Article 95.2 and no contract shall be liable to be avoided on the grounds of a director having any type of interest authorised under Article 94.1 or permitted under Article 95.2.

97.QUORUM AND VOTING REQUIREMENTS

97.1A director shall not vote on or be counted in the quorum in relation to any resolution of the board concerning his own appointment, or the settlement or variation of the terms or the termination of his own appointment, as the holder of any office or place of profit with the company or any other company in which the company is interested.

97.2Where proposals are under consideration concerning the appointment, or the settlement or variation of the terms or the termination of the appointment, of two or more directors to offices or places of profit with the company or any other company in which the company is interested, a separate resolution may be put in relation to each director and in that case each of the directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution unless it concerns his own appointment or the settlement or variation of the terms or the termination of his own appointment or the appointment of another director to an office or place of profit with a company in which the company is interested and the director seeking to vote or be counted in the quorum has a Relevant Interest in it.

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97.3A director shall not vote on, or be counted in the quorum in relation to, any resolution of the board in respect of any contract in which he has an interest and, if he shall do so, his vote shall not be counted, but this prohibition shall not apply to any resolution where that interest cannot reasonably be regarded as likely to give rise to a conflict of interest or where that interest arises only from one or more of the following matters:

(a)the giving to him of any guarantee, indemnity or security in respect of money lent or obligations undertaken by him or by any other person at the request of or for the benefit of the company or any of its subsidiary undertakings;

(b)the giving to a third party of any guarantee, indemnity or security in respect of a debt or obligation of the company or any of its subsidiary undertakings for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;

(c)the giving to him of any other indemnity where all other directors are also being offered indemnities on substantially the same terms;

(d)the funding by the company of his expenditure on defending proceedings or the doing by the company of anything to enable him to avoid incurring such expenditure where all other directors are being offered substantially the same arrangements;

(e)where the company or any of its subsidiary undertakings is offering securities in which offer the director is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which the director is to participate;

(f)any contract in which he is interested by virtue of his interest in shares or debentures or other securities of the company or by reason of any other interest in or through the company;

(g)any contract concerning any other company (not being a company in which the director has a Relevant Interest) in which he is interested directly or indirectly whether as an officer, shareholder, creditor or otherwise howsoever;

(h)any contract concerning the adoption, modification or operation of a pension fund, superannuation or similar scheme or retirement, death or disability benefits scheme, share incentive scheme or employees’ share scheme (including in respect of any employee benefit trust established by the company or any of its subsidiary undertakings) which relates to directors and employees of the company or of any of its subsidiary undertakings and which gives the director benefits which are also generally given to employees to whom the scheme relates;

(i)any contract for the benefit of employees of the company or of any of its subsidiary undertakings under which he benefits in a similar manner to the employees and which does not accord to any director as such any privilege or advantage not accorded to the employees to whom the contract relates; and

(j)any contract for the purchase or maintenance of insurance against any liability for, or for the benefit of, any director or directors or for, or for the benefit of, persons who include directors.

97.4A company shall be deemed to be one in which a director has a “Relevant Interest” if and so long as (but only if and so long as) he is to his knowledge (either directly or indirectly) the holder of or beneficially interested in one per cent. or more of any class of the equity share capital of that company (calculated exclusive of any shares of that class in that company held as treasury shares) or of the voting rights available to members of that company. In relation to an alternate director, an interest of his appointor shall be treated as an interest of the alternate director without prejudice to any interest which the alternate director has otherwise.

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97.5Where a company in which a director has a Relevant Interest is interested in a contract, he also shall be deemed interested in that contract.

97.6If any question shall arise at any meeting of the board as to the interest of a director (other than the chairman of the meeting) in a contract and whether it is likely to give rise to a conflict of interest or as to the entitlement of any director (other than the chairman of the meeting) to vote or be counted in the quorum and the question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, the question shall be referred to the chairman of the meeting and his ruling in relation to the director concerned shall be conclusive except in a case where the nature or extent of the director’s interest (so far as it is known to him) has not been fairly disclosed to the board. If any question shall arise in respect of the chairman of the meeting, the question shall be decided by a resolution of the board (for which purpose the chairman of the meeting shall be counted in the quorum but shall not vote on the matter) and the resolution shall be conclusive except in a case where the nature or extent of the interest of the chairman of the meeting (so far as it is known to him) has not been fairly disclosed to the board.

97.7Subject to these articles, the board may also cause any voting power conferred by the shares in any other company held or owned by the company or any power of appointment to be exercised in such manner in all respects as it thinks fit, including the exercise of the voting power or power of appointment in favour of the appointment of the directors or any of them as directors or officers of the other company, or in favour of the payment of remuneration to the directors or officers of the other company. Subject to these articles, a director may also vote on and be counted in the quorum in relation to any of such matters.

98.GENERAL

98.1References in Articles 94 to 97 to:

(a)a contract include references to any proposed contract and to any transaction or arrangement or proposed transaction or arrangement whether or not constituting a contract; and

(b)a conflict of interest include a conflict of interest and duty and a conflict of duties.

98.2The company may by ordinary resolution suspend or relax the provisions of Articles 94 to 97 to any extent or ratify any contract not properly authorised by reason of a contravention of any of the provisions of Articles 94 to 97.

POWERS AND DUTIES OF THE BOARD

99.GENERAL POWERS OF COMPANY VESTED IN BOARD

Subject to the provisions of the Companies Acts and these articles and to any directions given by the company in general meeting by special resolution, the business of the company shall be managed by the board which may exercise all the powers of the company whether relating to the management of the business of the company or not. No alteration of these articles and no special resolution shall invalidate any prior act of the board which would have been valid if that alteration had not been made or that resolution had not been passed. The powers given by this article shall not be limited by any special power given to the board by any other article.

100.BORROWING POWERS

Subject to the Companies Acts, the board may exercise all the powers of the company to: borrow money; mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the company; create and issue debentures and other securities; indemnify and guarantee; and give security, whether outright or as collateral security, for any debt, liability or obligation of the company or of any third party.

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101.AGENTS

101.1The board may appoint anyone as the company’s attorney by granting a power of attorney or by authorising them in some other way. Attorneys can either be appointed directly by the board or the board can give someone else the power to select attorneys. The board or the persons who are authorised by it to select attorneys can decide on the purposes, powers, authorities and discretions of attorneys. But they cannot give an attorney any power, authority or discretion which the board does not have under these articles.

101.2The board may decide how long a power of attorney will last for and attach any conditions to it. The power of attorney can include any provisions which the board decides on for the protection and convenience of anybody dealing with the attorney. The power of attorney can allow the attorney to grant any or all of his power, authority or discretion to any other person.

101.3The board may:

(a)delegate any of its authority, powers or discretions to any manager or agent of the company;

(b)allow managers or agents to delegate to another person;

(c)remove any people it has appointed in any of these ways; and

(d)cancel or change anything that it has delegated, although this will not affect anybody who acts in good faith who has not had any notice of any cancellation or change.

101.4Any appointment or delegation by the board which is referred to in this article can be on any conditions decided on by the board.

101.5The ability of the board to delegate under this article applies to all its powers and is not limited because certain articles refer to powers being exercised by the board or by a committee authorised by the board while other articles do not.

102.DELEGATION TO INDIVIDUAL DIRECTORS

The board may entrust to and confer upon any director any of its powers, authorities and discretions (with power to sub-delegate) upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, authorities and discretions and may from time to time revoke or vary all or any of them but no person dealing in good faith and without notice of the revocation or variation shall be affected by it. The power to delegate contained in this article shall be effective in relation to the powers, authorities and discretions of the board generally and shall not be limited by the fact that in certain articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the board or by a committee authorised by the board.

103.OFFICIAL SEALS

The company may exercise all the powers conferred by the Companies Acts with regard to having official seals and those powers shall be vested in the board.

104.REGISTERS

Subject to the provisions of the Companies Acts, the company may keep an overseas or local or other register in any place and the board may make and vary such regulations as it may think fit respecting the keeping of the register.

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105.PROVISION FOR EMPLOYEES

The board may exercise any power conferred by the Companies Acts to make provision for the benefit of persons employed or formerly employed by the company or any of its subsidiaries in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the company or that subsidiary.

PROCEEDINGS OF THE BOARD

106.BOARD MEETINGS

The board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. A director at any time may, and the secretary on the requisition of a director at any time shall, summon a board meeting.

107.NOTICE OF BOARD MEETINGS

Notice of a board meeting shall be deemed to be properly given to a director if it is given to him personally or by word of mouth or sent in writing to him at his last known address or any other address given by him to the company for this purpose. A director may waive his right to receive notice of any meeting either prospectively or retrospectively and any retrospective waiver shall not affect the validity of the meeting or of any business conducted at the meeting.

108.QUORUM

The quorum necessary for the transaction of the business of the board may be fixed by the board and, unless so fixed at any other number, shall be two directors. Subject to the provisions of these articles, any director who ceases to be a director at a board meeting may continue to be present and to act as a director and be counted in the quorum until the termination of the board meeting if no other director objects and if otherwise a quorum of directors would not be present.

109.DIRECTORS BELOW MINIMUM THROUGH VACANCIES

The continuing directors or a sole continuing director may act notwithstanding any vacancy in their number but, if and so long as the number of directors is reduced below the minimum number fixed by or in accordance with these articles or is below the number fixed by or in accordance with these articles as the quorum or there is only one continuing director, the continuing directors or director may act for the purpose of filling vacancies or of summoning general meetings of the company but not for any other purpose. If there are no directors or director able or willing to act, then any two members (excluding any member holding shares as treasury shares) may summon a general meeting for the purpose of appointing directors.

110.APPOINTMENT OF CHAIRMAN OR DEPUTY CHAIRMAN

The board may appoint a director to be the chairman or a deputy chairman of the board, and may at any time remove him from that office. The chairman of the board or failing him a deputy chairman shall act as chairman at every meeting of the board. If more than one deputy chairman is present they shall agree amongst themselves who is to take the chair or, if they cannot agree, the deputy chairman who has been in office as a director longest shall take the chair. But if no chairman of the board or deputy chairman is appointed, or if at any meeting neither the chairman nor any deputy chairman is present within five minutes after the time appointed for holding the meeting, the directors present may choose one of their number to be chairman of the meeting. References in these articles to a deputy chairman include, if no one has been appointed to that title, a person appointed to a position with another title which the board designates as equivalent to the position of deputy chairman.

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111.COMPETENCE OF MEETINGS

A meeting of the board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions vested in or exercisable by the board.

112.VOTING

Questions arising at any meeting shall be determined by a majority of votes. In the case of an equality of votes the chairman of the meeting shall have a second or casting vote.

113.DELEGATION TO COMMITTEES

113.1The board may delegate any of its powers, authorities and discretions (with power to sub-delegate) to any committee, consisting of such person or persons (whether a member or members of its body or not) as it thinks fit, provided that the majority of persons on any committee or sub-committee must be directors. References in these articles to committees include sub-committees permitted under this article.

113.2Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed on it by the board. The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these articles for regulating the meetings and proceedings of the board so far as the same are applicable and are not superseded by any regulations imposed by the board.

113.3The power to delegate contained in this article shall be effective in relation to the powers, authorities and discretions of the board generally and shall not be limited by the fact that in certain articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the board or by a committee authorised by the board.

114.PARTICIPATION IN MEETINGS BY TELEPHONE

All or any of the members of the board may participate in a meeting of the board by means of a conference telephone or any communication equipment which allows all persons participating in the meeting to speak to and hear each other. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in a quorum accordingly. Any such meeting will be treated as taking place where the chairman is located.

115.RESOLUTION IN WRITING

A resolution in writing signed by all the directors who are at the relevant time entitled to receive notice of a meeting of the board and who would be entitled to vote on the resolution at a meeting of the board (if that number is sufficient to constitute a quorum) shall be as valid and effectual as a resolution passed at a meeting of the board properly called and constituted.  The resolution may be contained in one document or in several documents in like form each signed by one or more of the directors concerned.

116.VALIDITY OF ACTS OF BOARD OR COMMITTEE

All acts done by the board or by any committee or by any person acting as a director or member of a committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the board or committee or person so acting or that they or any of them were disqualified from holding office or had vacated office or were not entitled to vote, be as valid as if each such member or person had been properly appointed and was qualified and had continued to be a director or member of the committee and had been entitled to vote.

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SECRETARY

117.APPOINTMENT AND REMOVAL OF THE SECRETARY

Subject to the provisions of the Companies Acts, the secretary shall be appointed by the board for such term and upon such conditions as the board may think fit; and any secretary so appointed may be removed by the board.

SEALS

118.USE OF SEALS

The board shall provide for the custody of every seal of the company. A seal shall only be used by the authority of the board or of a committee of the board authorised by the board in that behalf. Subject as otherwise provided in these articles, and to any resolution of the board or committee of the board dispensing with the requirement for counter-signature on any occasion, any instrument to which the common seal is applied shall be signed by at least one director and the secretary, or by at least two directors or by one director in the presence of a witness who attests the signature or by such other person or persons as the board may approve. Any instrument to which an official seal is applied need not, unless the board otherwise decides or the law otherwise requires, be signed by any person.

DIVIDENDS AND OTHER PAYMENTS

119.DECLARATION OF DIVIDENDS BY COMPANY

Subject to the provisions of the Companies Acts, the company may by ordinary resolution from time to time declare dividends in accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by the board.

120.PAYMENT OF INTERIM AND FIXED DIVIDENDS BY BOARD

Subject to the provisions of the Companies Acts, the board may pay such interim dividends as appear to the board to be justified by the financial position of the company and may also pay any dividend payable at a fixed rate at intervals settled by the board whenever the financial position of the company, in the opinion of the board, justifies its payment. If the board acts in good faith, it shall not incur any liability to the holders of any shares for any loss they may suffer in consequence of the payment of an interim or fixed dividend on any other class of shares ranking pari passu with or after those shares.

121.CALCULATION AND CURRENCY OF DIVIDENDS

121.1Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provide:

(a)all dividends shall be declared and paid according to the amounts paid up on the share in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of this article as paid up on the share;

(b)all dividends shall be apportioned and paid pro rata according to the amounts paid up on the share during any portion or portions of the period in respect of which the dividend is paid; and

(c)dividends may be declared or paid in any currency.

121.2The board may decide the basis of conversion for any currency conversions that may be required and how any costs involved are to be met.

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121.3The board may also decide that a particular Approved Depositary should be able to receive dividends in a currency other than the currency in which it is declared and may make arrangements accordingly. In particular, if an Approved Depositary has chosen or agreed to receive dividends in another currency, the directors may make arrangements with that Approved Depositary for payment to be made to them for value on the date on which the relevant dividend is paid, or a later date decided on by the directors.

122.AMOUNTS DUE ON SHARES MAY BE DEDUCTED FROM DIVIDENDS

The board may deduct from any dividend or other moneys payable to a member by the company on or in respect of any shares all sums of money (if any) presently payable by him to the company on account of calls or otherwise in respect of shares of the company. Sums so deducted can be used to pay amounts owing to the company in respect of the shares.

123.NO INTEREST ON DIVIDENDS

Subject to the rights attaching to, or the terms of issue of, any shares, no dividend or other moneys payable by the company on or in respect of any share shall bear interest against the company.

124.PAYMENT PROCEDURE

Any dividend or other sum payable in cash by the company in respect of a share may be paid by cheque, warrant or similar financial instrument sent by post addressed to the holder at his registered address or, in the case of joint holders, addressed to the holder whose name stands first in the register in respect of the shares at his address as appearing in the register or addressed to such person and at such address as the holder or joint holders may in writing direct. Every cheque, warrant or similar financial instrument shall, unless the holder or joint holders otherwise direct, be made payable to the holder or, in the case of joint holders, to the holder whose name stands first on the register in respect of the shares, and shall be sent at his or their risk and payment of the cheque, warrant or similar financial instrument by the financial institution on which it is drawn shall constitute a good discharge to the company. In addition, any such dividend or other sum may be paid by any bank or other funds transfer system or such other means including, in respect of uncertificated shares, by means of the facilities and requirements of a relevant system and to or through such person as the holder or joint holders may in writing direct and the company may agree, and the making of such payment shall be a good discharge to the company and the company shall have no responsibility for any sums lost or delayed in the course of payment by any such system or other means or where it has acted on any such directions and accordingly, payment by any such system or other means shall constitute a good discharge to the company. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable on or in respect of the shares held by them. Where a person is entitled by transmission to a share, any dividend or other sum payable by the company in respect of the share may be paid as if he were a holder of the share and his address noted in the register were his registered address and where two or more persons are so entitled, any one of them may give effectual receipts for any dividends or other moneys payable or property distributable on or in respect of the shares.

125.UNCASHED DIVIDENDS

The company may cease to send any cheque, warrant or similar financial instrument through the post or to employ any other means of payment, including payment by means of a relevant system, for any dividend payable on any shares in the company which is normally paid in that manner on those shares if in respect of at least two consecutive dividends payable on those shares the cheques, warrants or similar financial instruments have been returned undelivered or remain uncashed during or at the end of the period for which the same are valid or that means of payment has failed. In addition, the company may cease to send any cheque, warrant or similar financial instrument through the post or may cease to employ any other means of payment if, in respect of one dividend payable on those shares, the cheque, warrant or similar financial instrument has been returned undelivered or remains uncashed during or

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at the end of the period for which the same is valid or that means of payment has failed and reasonable enquiries have failed to establish any new postal address or account of the holder. Subject to the provisions of these articles, the company must recommence sending cheques, warrants or similar financial instruments or employing such other means in respect of dividends payable on those shares if the holder or person entitled by transmission requests such recommencement in writing.

126.FORFEITURE OF UNCLAIMED DIVIDENDS

All dividends or other sums payable on or in respect of any shares which remain unclaimed may be invested or otherwise made use of by the board for the benefit ofthe company until claimed. Any dividend or other sum unclaimed after a period of 12 years from the date when it was declared or became due for payment shall be forfeited and shall revert to the company unless the board decides otherwise and the payment by the board of any unclaimed dividend or other sum payable on or in respect of a share into a separate account shall not constitute the company a trustee in respect of it.

127.DIVIDENDS NOT IN CASH

If recommended by the board, the company can pass an ordinary resolution that a dividend be satisfied, and the board can decide that an interim dividend be satisfied, wholly or partly by the distribution of assets, and in particular of paid up shares or debentures of any other company, and where any difficulty arises in regard to the distribution the board may settle it as it thinks expedient, and in particular may authorise any person to sell and transfer any fractions or may ignore fractions altogether, and may fix the value for distribution purposes of any assets or any part thereof to be distributed and may determine that cash shall be paid to any members upon the footing of the value so fixed in order to secure equality of distribution and may vest any assets to be distributed in trustees as may seem expedient to the board.

128.SCRIP DIVIDENDS

The board may, if authorised by an ordinary resolution of the company, offer any holders of ordinary shares (excluding any member holding shares as treasury shares) the right to elect to receive ordinary shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the board) of any dividend specified by the ordinary resolution. The following provisions shall apply:

(a)an ordinary resolution may specify some or all of a particular dividend (whether or not already declared) or may specify some or all of any dividends declared or paid within a specified period, but such period may not end later than the fifth anniversary of the date of the meeting at which the ordinary resolution is passed;

(b)the entitlement of each holder of ordinary shares to new ordinary shares shall be such that the relevant value of the entitlement shall be as nearly as possible equal to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder elects to forgo. For this purpose “relevant value” shall be calculated by reference to such information as the board thinks fit;

(c)no fraction of any ordinary share shall be allotted. The board may make such provisions as it thinks fit for any fractional entitlements including provisions whereby, in whole or in part, the benefit thereof accrues to the company and/or under which fractional entitlements are accrued and/or retained without interest and in each case accumulated on behalf of any holder of ordinary shares and such accruals or retentions are applied to the allotment by way of bonus to or cash subscription on behalf of such holder of fully paid ordinary shares and/or provisions whereby cash payments may be made to such holders in respect of their fractional entitlements;

(d)the board, if it intends to offer an election in respect of any dividend, shall give notice to the holders of ordinary shares of the right of election offered to them, and specify the procedure to be followed which, for the avoidance of doubt, may include an

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election by means of a relevant system and the place at which, and the latest time by which, elections must be lodged in order for elections to be effective; no such notice need be given to holders of ordinary shares who have previously given election mandates in accordance with this article and whose mandates have not been revoked; the accidental omission to give notice of any right of election to, or the non receipt (even if the company becomes aware of such non-receipt) of any such notice by, any holder of ordinary shares entitled to the same shall neither invalidate any offer of an election nor give rise to any claim, suit or action;

(e)the board shall not proceed with any election unless the company has sufficient reserves or funds that may be capitalised, and the board has authority to allot sufficient shares, to give effect to it after the basis of allotment is determined;

(f)the board may exclude or restrict from any offer any shareholder who is an Approved Depositary or a nominee for an Approved Depositary if the offer or exercise of the right to or by the persons on whose behalf the Approved Depositary holds the shares would suffer legal or practical problems of the kind mentioned in Article 128(g).  If other shareholders (other than those excluded under Article 128(g)) have the right to opt for new shares, the directors must be satisfied that an appropriate dividend reinvestment plan or similar arrangement is available to a substantial majority of the people on whose behalf the Approved Depositary holds shares or that such arrangement will be available promptly and the first sentence of this Article 128(f) does not apply until the directors are satisfied of this;

(g)the board may exclude from any offer or make other arrangement in relation to any holders of ordinary shares where the board believes that such exclusion or arrangement is necessary or expedient in relation to legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory, or the board believes that for any other reason the offer should not be made to them;

(h)the dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on ordinary shares in respect of which an election has been made (for the purposes of this article “the elected ordinary shares”) and instead additional ordinary shares shall be allotted to the holders of the elected ordinary shares on the basis of allotment calculated as stated. For such purpose the board shall capitalise, out of any amount standing to the credit of any reserve or fund (including the retained earnings or any share premium account or capital redemption reserve) at the relevant time whether or not the same is available for distribution as the board may determine, a sum equal to the aggregate nominal amount of the additional ordinary shares to be allotted on that basis and apply it in paying up in full the appropriate number of ordinary shares for allotment and distribution to the holders of the elected ordinary shares on that basis. The board may do all acts and things considered necessary or expedient to give effect to any such capitalisation;

(i)the additional ordinary shares when allotted shall rank pari passu in all respects with the fully-paid ordinary shares then in issue except that they will not be entitled to participation in the relevant dividend;

(j)unless the board otherwise determines, or unless the uncertificated securities rules otherwise require, the new ordinary share or shares which a member has elected to receive instead of cash in respect of the whole (or some part) of the specified dividend declared or paid in respect of his elected ordinary shares shall be in uncertificated form (in respect of the member’s elected ordinary shares which were in uncertificated form on the date of the member’s election) and in certificated form (in respect of the member’s elected ordinary shares which were in certificated form on the date of the member’s election);

(k)the board may also from time to time establish or vary a procedure for election mandates, which, for the avoidance of doubt, may include an election by means of a

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relevant system, under which a holder of ordinary shares may elect in respect of future rights of election offered to that holder under this article until the election mandate is revoked or deemed to be revoked in accordance with the procedure;

(l)the board may decide how any costs relating to making new shares available in place of a cash dividend will be met, including deciding to deduct an amount from the entitlement of a shareholder under this article; and

(m)at any time before new ordinary shares are allotted instead of cash in respect of any part of a dividend, the board may determine that such new ordinary shares will not be allotted. Any such determination may be made before or after any election has been made by holders of ordinary shares in respect of the relevant dividend. In these circumstances, the relevant holders of ordinary shares will be paid the cash dividend to which they would have been entitled had they not made such an election.

CAPITALISATION OF RESERVES

129.POWER TO CAPITALISE RESERVES AND FUNDS

The company may, upon the recommendation of the board, at any time and from time to time pass an ordinary resolution to the effect that it is desirable to capitalise all or any part of any amount standing to the credit of any reserve or fund (including retained earnings) at the relevant time whether or not the same is available for distribution and accordingly that the amount to be capitalised be set free for distribution among the members or any class of members who would be entitled to it if it were distributed by way of dividend and in the same proportions, on the footing that it is applied either in or towards paying up the amounts unpaid at the relevant time on any shares in the company held by those members respectively or in paying up in full shares, debentures or other obligations of the company to be allotted and distributed credited as fully paid up among those members, or partly in one way and partly in the other, but so that, for the purposes of this article: (i) a share premium account and a capital redemption reserve, and any reserve or fund representing unrealised profits, may be applied only in paying up in full shares of the company that are to be allotted and distributed as fully paid up; and (ii) where the amount capitalised is applied in paying up in full shares that are to be allotted and distributed as fully paid up, the company will also be entitled to participate in the relevant distribution in relation to any shares of the relevant class held by it as treasury shares and the proportionate entitlement of the relevant class of members to the distribution will be calculated accordingly. The board may authorise any person to enter into an agreement with the company on behalf of the persons entitled to participate in the distribution and the agreement shall be binding on those persons.

130.SETTLEMENT OF DIFFICULTIES IN DISTRIBUTION

Where any difficulty arises in regard to any distribution of any capitalised reserve or fund the board may settle the matter as it thinks expedient and in particular may authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments shall be made to any members in order to adjust the rights of all parties, as may seem expedient to the board.

RECORD DATES

131.POWER TO CHOOSE ANY RECORD DATE

Notwithstanding any other provision of these articles, the company or the board may fix any date as the record date for any dividend, distribution, allotment or issue and such record date may be on or at any time before or after any date on which the dividend, distribution, allotment or issue is declared, paid or made. The power to fix any such record date shall include the power to fix a time on the chosen date.

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RECORDS AND SUMMARY FINANCIAL STATEMENTS

132.INSPECTION OF RECORDS

No member in his capacity as such shall have any right of inspecting any accounting record or book or document of the company except as conferred by law, ordered by a court of competent jurisdiction or authorised by the board or by ordinary resolution of the company.

133.SUMMARY FINANCIAL STATEMENTS

The company may send or supply summary financial statements to members of the company instead of copies of its full accounts and reports.

SERVICE OF NOTICES, DOCUMENTS AND OTHER INFORMATION

134.METHOD OF SERVICE

134.1Any notice, document (including a share certificate) or other information may be served on or sent or supplied to any member by the company:

(a)personally;

(b)by sending it through the post addressed to the member at his registered address or by leaving it at that address addressed to the member;

(c)by means of a relevant system, where the notice or document relates to uncertificated shares;

(d)where appropriate, by sending or supplying it in electronic form to an address notified by the member to the company for that purpose;

(e)where appropriate, by making it available on a website and notifying the member of its availability in accordance with this article; or

(f)by any other means authorised in writing by the member.

In the case of joint holders of a share, service, sending or supply of any notice, document or other information on or to one of the joint holders shall for all purposes be deemed a sufficient service on or sending or supplying to all the joint holders.

134.2In the case of joint holders of a share, anything to be agreed or specified in relation to any notice, document or other information to be served on or sent or supplied to them may be agreed or specified by any one of the joint holders and the agreement or specification of the senior shall be accepted to the exclusion of that of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.

134.3If on three consecutive occasions any notice, document or other information served on or sent or supplied to a member has been returned undelivered, such member shall not thereafter be entitled to receive notices, documents or other information from the company until he shall have communicated with the company and supplied to the company (or its agent) a new registered address, or a postal address within the United Kingdom for the service of notices and the despatch or supply of documents and other information, or shall have informed the company of an address for the service of notices and the despatch or supply of documents and other information in electronic form. For these purposes, any notice, document or other information sent by post shall be treated as returned undelivered if the notice, document or other information is served, sent or supplied back to the company (or its agents) and a notice, document or other information served, sent or supplied in electronic form shall be treated as

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returned undelivered if the company (or its agents) receives notification that the notice, document or other information was not delivered to the address to which it was sent.

134.4The company may at any time and in its sole and absolute discretion choose to serve, send or supply notices, documents or other information in hard copy form alone to some or all members.

135.RECORD DATE FOR SERVICE

Any notice, document or other information may be served, sent or supplied by the company by reference to the register as it stands at any time not more than 15 days before the date of service, sending or supply. No change in the register after that time shall invalidate that service, sending or supply. Where any notice, document or other information is served on or sent or supplied to any person in respect of a share in accordance with these articles, no person deriving any title or interest in that share shall be entitled to any further service, sending or supply of that notice, document or other information.

136.MEMBERS RESIDENT ABROAD OR ON BRANCH REGISTERS

136.1Any member whose registered address is not within the United Kingdom and who gives to the company a postal address within the United Kingdom at which notices, documents or other information may be served upon, or sent or supplied to, him shall be entitled to have notices, documents or other information served on or sent or supplied to him at that address or, where applicable, by making them available on a website and notifying the holder at that address. Any member whose registered address is not within the United Kingdom and who gives to the company an address for the purposes of communications by electronic means may, subject to these articles, have notices, documents or other information served on or sent or supplied to him at that address or, where applicable, by making them available on a website and notifying the holder at that address. Otherwise, a member whose registered address is not within the United Kingdom shall not be entitled to receive any notice, document or other information from the company.

136.2For a member registered on a branch register, notices, documents or other information can be posted or despatched in the United Kingdom or in the country where the branch register is kept.

137.SERVICE OF NOTICE ON PERSON ENTITLED BY TRANSMISSION

A person who is entitled by transmission to a share, upon supplying the company with a postal address within the United Kingdom for the service of notices and the despatch or supply of documents and other information shall be entitled to have served upon or sent or supplied to him at such address any notice, document or other information to which he would have been entitled if he were the holder of that share or, where applicable, to be notified at that address of the availability of the notice, document or other information on a website. A person who is entitled by transmission to a share, upon supplying the company with an address for the purposes of communications by electronic means for the service of notices and the despatch or supply of documents and other information may have served on, sent or supplied to him at such address any notice, document or other information to which he would have been entitled if he were the holder of that share or, where applicable, may be notified at that address of the availability of the notice, document or other information on a website. In either case, such service, sending or supply shall for all purposes be deemed a sufficient service, sending or supply of such notice, document or other information on all persons interested (whether jointly with or as claimants through or under him) in the share. Otherwise, any notice, document or other information served on or sent or supplied to any member pursuant to these articles shall, notwithstanding that the member is then dead or bankrupt or that any other event giving rise to the transmission of the share by operation of law has occurred and whether or not the company has notice of the death, bankruptcy or other event, be deemed to have been properly served, sent or supplied in respect of any share registered in the name of that member as sole or joint holder.

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138.DEEMED DELIVERY

138.1Any notice, document or other information, if served, sent or supplied by the company by post, shall be deemed to have been received on the day following that on which it was posted if first class post was used or 48 hours after it was posted if first class post was not used and, in proving that a notice, document or other information was served, sent or supplied, it shall be sufficient to prove that the notice, document or other information was properly addressed, prepaid and put in the post.

138.2Any notice, document or other information not served, sent or supplied by post but left by the company at a registered address or at an address (other than an address for the purposes of communications by electronic means) notified to the company in accordance with these articles by a person who is entitled by transmission to a share shall be deemed to have been received on the day it was so left.

138.3Any notice, document or other information served, sent or supplied by the company by means of a relevant system shall be deemed to have been received when the company or any sponsoring system-participant acting on its behalf sends the issuer-instruction relating to the notice, document or other information.

138.4Any notice, document or other information served, sent or supplied by the company using electronic means shall be deemed to have been received on the day on which it was sent notwithstanding that the company subsequently sends a hard copy of such notice, document or information by post. Any notice, document or other information made available on a website shall be deemed to have been received on the day on which the notice, document or other information was first made available on the website or, if later, when a notice of availability is received or deemed to have been received pursuant to this article. In proving that a notice, document or other information served, sent or supplied by electronic means was served, sent or supplied, it shall be sufficient to prove that it was properly addressed.

138.5Any notice, document or other information served, sent or supplied by the company by any other means authorised in writing by the member concerned shall be deemed to have been received when the company has carried out the action it has been authorised to take for that purpose.

139.NOTICE WHEN POST NOT AVAILABLE

If there is a suspension or curtailment of postal services within the United Kingdom or some part of the United Kingdom, the company need only give notice of a general meeting to those members with whom the company can communicate by electronic means and who have provided the company with an address for this purpose. The company shall also advertise the notice in at least one newspaper with a national circulation and make it available on its website from the date of such advertisement until the conclusion of the meeting or any adjournment thereof. If at least six clear days prior to the meeting the sending or supply of notices by post in hard copy form has again become generally possible, the company shall send or supply confirmatory copies of the notice by post to those members who would otherwise receive the notice in hard copy form.

DESTRUCTION OF DOCUMENTS

140.PRESUMPTIONS WHERE DOCUMENTS DESTROYED

If the company destroys or deletes:

(a)any share certificate which has been cancelled at any time after a period of one year has elapsed from the date of cancellation, or

(b)any instruction concerning the payment of dividends or other moneys in respect of any share or any notification of change of name or address at any time after a period

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of two years has elapsed from the date the instruction or notification was recorded by the company, or

(c)any instrument of transfer of shares or Operator-instruction for the transfer of shares which has been registered by the company at any time after a period of six years has elapsed from the date of registration, or

(d)any instrument of proxy which has been used for the purpose of a poll at any time after a period of one year has elapsed from the date of use, or

(e)any instrument of proxy which has not been used for the purpose of a poll at any time after a period of one month has elapsed from the end of the meeting to which the instrument of proxy relates, or

(f)any other document on the basis of which any entry is made in the register at any time after a period of six years has elapsed from the date the entry was first made in the register in respect of it,

and the company destroys or deletes the document or instruction in good faith and without express notice that its preservation was relevant to a claim, it shall be presumed irrebuttably in favour of the company that every share certificate so destroyed was a valid certificate and was properly cancelled, that every instrument of transfer or Operator-instruction so destroyed or deleted was a valid and effective instrument of transfer or instruction and was properly registered and that every other document so destroyed was a valid and effective document and that any particulars of it which are recorded in the books or records of the company were correctly recorded. If the documents relate to uncertificated shares, the company must comply with any requirements of the uncertificated securities rules which limit its ability to destroy these documents. Nothing contained in this article shall be construed as imposing upon the company any liability which, but for this article, would not exist or by reason only of the destruction of any document of the kind mentioned above before the relevant period mentioned in this article has elapsed or of the fact that any other condition precedent to its destruction mentioned above has not been fulfilled. References in this article to the destruction of any document include references to its disposal in any manner.

INDEMNITY

141.INDEMNITY OF DIRECTORS

141.1Subject to the provisions of the Companies Acts, the company may indemnify any director of the company or of any associated company against any liability and may purchase and maintain for any director of the company or of any associated company insurance against any liability.

141.2No director or former director of the company or of any associated company shall be accountable to the company or the members for any benefit provided pursuant to this article 141 and the receipt of any such benefit shall not disqualify the person from being or becoming a director of the company.

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EX-4.1

Exhibit 4.1

Certificate Shares

Share Certificate

LUXFER HOLDINGS PLC

Company Number 3690830

This is to Certify that

of

is / are the registered holder(s) of              fully paid Ordinary shares of £1 each in the above-named Company, subject to the Memorandum and Articles of Association of the Company.

This certificate is executed by the Company in the presence of :

	Director
	Director / Secretary
on        day of                2011

Certificate Shares

Share Certificate

LUXFER HOLDINGS PLC

Company Number 3690830

This is to Certify that

of

is / are the registered holder(s) of                   fully paid Ordinary shares of £1 each in the above-named Company, subject to the Memorandum and Articles of Association of the Company.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION.

This certificate is executed by the Company in the presence of :

	Director
	Director / Secretary
on        day of                 2011

EX-4.2

Exhibit 4.2

LUXFER HOLDINGS PLC

AND

THE BANK OF NEW YORK MELLON

As Depositary

AND

OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES

Deposit Agreement

Dated as of                       , 2011

TABLE OF CONTENTS

ARTICLE 1.		DEFINITIONS		2
	SECTION 1.01		American Depositary Shares	2
	SECTION 1.02		Commission	3
	SECTION 1.03		Company	3
	SECTION 1.04		Custodian	3
	SECTION 1.05		Deliver; Surrender	3
	SECTION 1.06		Deposit Agreement	4
	SECTION 1.07		Depositary; Corporate Trust Office	4
	SECTION 1.08		Deposited Securities	4
	SECTION 1.09		Dollars	4
	SECTION 1.10		DTC	4
	SECTION 1.11		Foreign Registrar	4
	SECTION 1.12		Holder	5
	SECTION 1.13		Owner	5
	SECTION 1.14		Receipts	5
	SECTION 1.15		Registrar	5
	SECTION 1.16		Restricted Securities	5
	SECTION 1.17		Securities Act of 1933	5
	SECTION 1.18		Shares	6
ARTICLE 2.		FORM OF RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER AND SURRENDER OF AMERICAN DEPOSITARY SHARES		6
	SECTION 2.01		Form of Receipts; Registration and Transferability of American Depositary Shares	6
	SECTION 2.02		Deposit of Shares	7
	SECTION 2.03		Delivery of American Depositary Shares	8
	SECTION 2.04		Registration of Transfer of American Depositary Shares; Combination and Split-up of Receipts; Interchange of Certificated and Uncertificated American Depositary Shares	8
	SECTION 2.05		Surrender of American Depositary Shares and Withdrawal of Deposited Securities	9
	SECTION 2.06		Limitations on Delivery, Transfer and Surrender of American Depositary Shares	10
	SECTION 2.07		Lost Receipts, etc.	11
	SECTION 2.08		Cancellation and Destruction of Surrendered Receipts	12
	SECTION 2.09		Pre-Release of American Depositary Shares	12

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	SECTION 2.10		DTC Direct Registration System and Profile Modification System	13
ARTICLE 3.		CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES		13
	SECTION 3.01		Filing Proofs, Certificates and Other Information	13
	SECTION 3.02		Liability of Owner for Taxes	14
	SECTION 3.03		Warranties on Deposit of Shares	14
	SECTION 3.04		Disclosure of Interests	14
ARTICLE 4.		THE DEPOSITED SECURITIES		15
	SECTION 4.01		Cash Distributions	15
	SECTION 4.02		Distributions Other Than Cash, Shares or Rights	15
	SECTION 4.03		Distributions in Shares	16
	SECTION 4.04		Rights	17
	SECTION 4.05		Conversion of Foreign Currency	18
	SECTION 4.06		Fixing of Record Date	19
	SECTION 4.07		Voting of Deposited Securities	20
	SECTION 4.08		Changes Affecting Deposited Securities	21
	SECTION 4.09		Reports	21
	SECTION 4.10		Lists of Owners	21
	SECTION 4.11		Withholding	22
ARTICLE 5.		THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY		22
	SECTION 5.01		Maintenance of Office and Transfer Books by the Depositary	22
	SECTION 5.02		Prevention or Delay in Performance by the Depositary or the Company	23
	SECTION 5.03		Obligations of the Depositary, the Custodian and the Company	23
	SECTION 5.04		Resignation and Removal of the Depositary	24
	SECTION 5.05		The Custodians	25
	SECTION 5.06		Notices and Reports	26
	SECTION 5.07		Distribution of Additional Shares, Rights, etc.	26
	SECTION 5.08		Indemnification	27
	SECTION 5.09		Charges of Depositary	29
	SECTION 5.10		Retention of Depositary Documents	30
	SECTION 5.11		Exclusivity	30
	SECTION 5.12		List of Restricted Securities Owners	30

iii

ARTICLE 6.		AMENDMENT AND TERMINATION		30
	SECTION 6.01		Amendment	30
	SECTION 6.02		Termination	31
ARTICLE 7.		MISCELLANEOUS		32
	SECTION 7.01		Counterparts	32
	SECTION 7.02		No Third Party Beneficiaries	32
	SECTION 7.03		Severability	32
	SECTION 7.04		Owners and Holders as Parties; Binding Effect	32
	SECTION 7.05		Notices	32
	SECTION 7.06		Submission to Jurisdiction; Appointment of Agent for Service of Process; Jury Trial Waiver	33
	SECTION 7.07		Waiver of Immunities	34
	SECTION 7.08		Governing Law	34

iv

DEPOSIT AGREEMENT

DEPOSIT AGREEMENT dated as of                     , 2011 among LUXFER HOLDINGS PLC, a public limited company incorporated under the laws of England and Wales (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.

W I T N E S S E T H:

WHEREAS, the Company desires to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of Shares (as hereinafter defined) of the Company from time to time with the Depositary or with the Custodian (as hereinafter defined) as agent of the Depositary for the purposes set forth in this Deposit Agreement, for the creation of American Depositary Shares representing the Shares so deposited and for the execution and delivery of American Depositary Receipts evidencing the American Depositary Shares; and

WHEREAS, the American Depositary Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement;

NOW, THEREFORE, in consideration of the premises, it is agreed by and between the parties hereto as follows:

ARTICLE 1.DEFINITIONS

The following definitions shall for all purposes, unless otherwise clearly indicated, apply to the respective terms used in this Deposit Agreement:

SECTION 1.01American Depositary Shares.

The term “American Depositary Shares” shall mean the securities created under this Deposit Agreement representing rights with respect to the Deposited Securities. American Depositary Shares may be certificated securities evidenced by Receipts or uncertificated securities.  The form of Receipt annexed as Exhibit A to this Deposit Agreement shall be the prospectus required under the Securities Act of 1933 for sales of both certificated and uncertificated American Depositary Shares.  Except for those provisions of this Deposit Agreement that refer specifically to Receipts, all the provisions of this Deposit Agreement shall apply to both certificated and uncertificated American Depositary Shares.  Each American Depositary Share shall represent the number of Shares specified in Exhibit A to this Deposit Agreement, until there shall occur a distribution upon Deposited Securities covered by Section 4.03 or a change in

2

Deposited Securities covered by Section 4.08 with respect to which additional American Depositary Shares are not delivered, and thereafter American Depositary Shares shall represent the amount of Shares or Deposited Securities specified in such Sections.

SECTION 1.02Commission.

The term “Commission” shall mean the Securities and Exchange Commission of the United States or any successor governmental agency in the United States.

SECTION 1.03Company.

The term “Company” shall mean Luxfer Holdings PLC, a public limited company incorporated under the laws of England and Wales, and its successors.

SECTION 1.04Custodian.

The term “Custodian” shall mean the principal London office of The Bank of New York Mellon, as agent of the Depositary for the purposes of this Deposit Agreement, and any other firm or corporation which may hereafter be appointed by the Depositary pursuant to the terms of Section 5.05, as substitute or additional custodian or custodians hereunder, as the context shall require and shall also mean all of them collectively.

SECTION 1.05Deliver; Surrender.

(a)The term “deliver”, or its noun form, when used with respect to Shares or other Deposited Securities, shall mean (i) book-entry transfer of those Shares or other Deposited Securities to an account maintained by an institution authorized under applicable law to effect transfers of such securities designated by the person entitled to that delivery or (ii) physical transfer of certificates evidencing those Shares or other Deposited Securities registered in the name of, or duly endorsed or accompanied by proper instruments of transfer to, the person entitled to that delivery.

(b)The term “deliver”, or its noun form, when used with respect to American Depositary Shares, shall mean (i) book-entry transfer of American Depositary Shares to an account at DTC designated by the person entitled to such delivery, evidencing American Depositary Shares registered in the name requested by that person,  (ii) registration of American Depositary Shares not evidenced by a Receipt on the books of the Depositary in the name requested by the person entitled to such delivery and  mailing to that person of a statement confirming that registration or (iii) if requested by the person entitled to such delivery, delivery at the Corporate Trust Office of the Depositary to the person entitled to such delivery of one or more Receipts.

3

(c)The term “surrender”, when used with respect to American Depositary Shares, shall mean (i) one or more book-entry transfers of American Depositary Shares to the DTC account of the Depositary, (ii) delivery to the Depositary at its Corporate Trust Office of an instruction to surrender American Depositary Shares not evidenced by a Receipt or (iii) surrender to the Depositary at its Corporate Trust Office of one or more Receipts evidencing American Depositary Shares.

SECTION 1.06Deposit Agreement.

The term “Deposit Agreement” shall mean this Deposit Agreement, as the same may be amended from time to time in accordance with the provisions hereof.

SECTION 1.07Depositary; Corporate Trust Office.

The term “Depositary” shall mean The Bank of New York Mellon, a New York banking corporation, and any successor as depositary hereunder.  The term “Corporate Trust Office”, when used with respect to the Depositary, shall mean the office of the Depositary which at the date of this Deposit Agreement is 101 Barclay Street, New York, New York 10286.

SECTION 1.08Deposited Securities.

The term “Deposited Securities” as of any time shall mean Shares at such time deposited or deemed to be deposited under this Deposit Agreement, including without limitation Shares that have not been successfully delivered upon surrender of American Depositary Shares, and any and all other securities, property and cash received by the Depositary or the Custodian in respect thereof and at such time held under this Deposit Agreement, subject as to cash to the provisions of Section 4.05.

SECTION 1.09Dollars.

The term “Dollars” shall mean  United States dollars.

SECTION 1.10DTC.

The term “DTC” shall mean The Depository Trust Company or its successor.

SECTION 1.11Foreign Registrar.

The term “Foreign Registrar” shall mean the entity that presently carries out the duties of registrar for the Shares or any successor as registrar for the Shares and any other agent of the Company for the transfer and registration of Shares, including without limitation any securities depository for the Shares.

4

SECTION 1.12Holder.

The term “Holder” shall mean any person holding a Receipt or a security entitlement or other interest in American Depositary Shares, whether for its own account or for the account of another person, but that is not the Owner of that Receipt or those American Depositary Shares.

SECTION 1.13Owner.

The term “Owner” shall mean the person in whose name American Depositary Shares are registered on the books of the Depositary maintained for such purpose.

SECTION 1.14Receipts.

The term “Receipts” shall mean the American Depositary Receipts issued hereunder evidencing certificated American Depositary Shares, as the same may be amended from time to time in accordance with the provisions hereof.

SECTION 1.15Registrar.

The term “Registrar” shall mean any bank or trust company having an office in the Borough of Manhattan, The City of New York, that is appointed by the Depositary to register American Depositary Shares and transfers of American Depositary Shares as herein provided.

SECTION 1.16Restricted Securities.

The term “Restricted Securities” shall mean Shares, or American Depositary Shares representing Shares, that are acquired directly or indirectly from the Company or its affiliates (as defined in Rule 144 under the Securities Act of 1933) in a transaction or chain of transactions not involving any public offering, or that are subject to resale limitations under Regulation D under the Securities Act of 1933 or both, or which are held by an officer, director (or persons performing similar functions) or other affiliate of the Company, or that would require registration under the Securities Act of 1933 in connection with the offer and sale thereof in the United States, or that are subject to other restrictions on sale or deposit under the laws of the United States or the United Kingdom, or under a shareholder agreement or the articles of association or similar document of the Company.

SECTION 1.17Securities Act of 1933.

The term “Securities Act of 1933” shall mean the United States Securities Act of 1933, as from time to time amended.

5

SECTION 1.18Shares.

The term “Shares” shall mean ordinary shares of the Company that are validly issued and outstanding and fully paid, nonassessable and that were not issued in violation of any pre-emptive or similar rights of the holders of outstanding securities of the Company; provided, however, that, if there shall occur any change in nominal value, a split-up or consolidation or any other reclassification or, upon the occurrence of an event described in Section 4.08, an exchange or conversion in respect of the Shares of the Company, the term “Shares” shall thereafter also mean the successor securities resulting from such change in nominal value, split-up or consolidation or such other reclassification or such exchange or conversion.

ARTICLE 2.FORM OF RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER AND SURRENDER OF AMERICAN DEPOSITARY SHARES

SECTION 2.01Form of Receipts; Registration and Transferability of American Depositary Shares.

Definitive Receipts shall be substantially in the form set forth in Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided.  No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose, unless such Receipt shall have been (i) executed by the Depositary by the manual signature of a duly authorized officer of the Depositary or (ii) executed by the facsimile signature of a duly authorized officer of the Depositary and countersigned by the manual signature of a duly authorized signatory of the Depositary or a Registrar.  The Depositary shall maintain books on which (x) each Receipt so executed and delivered as hereinafter provided and the transfer of each such Receipt shall be registered and (y) all American Depositary Shares delivered as hereinafter provided and all registrations of transfer of American Depositary Shares shall be registered.  A Receipt bearing the facsimile signature of a person that was at any time a proper officer of the Depositary shall, subject to the other provisions of this paragraph, bind the Depositary, notwithstanding that such person was not a proper officer of the Depositary on the date of issuance of that Receipt.

The Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or modifications not inconsistent with the provisions of this Deposit Agreement as may be reasonably required by the Depositary or required to comply with any applicable law or regulations thereunder or with the rules and regulations of any securities exchange upon which American Depositary Shares may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject by reason of the date of issuance of the underlying Deposited Securities or otherwise.

6

American Depositary Shares evidenced by a Receipt, when properly endorsed or accompanied by proper instruments of transfer, shall be transferable as certificated registered securities under the laws of the State of New York. American Depositary Shares not evidenced by Receipts shall be transferable as uncertificated registered securities under the laws of the State of New York.  The Depositary, notwithstanding any notice to the contrary, may treat the Owner of American Depositary Shares as the absolute owner thereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes, and neither the Depositary nor the Company shall have any obligation or be subject to any liability under this Deposit Agreement to any Holder of American Depositary Shares (but only to the Owner of those American Depositary Shares).

SECTION 2.02Deposit of Shares.

Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary reasonably requires, together with a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order, the number of American Depositary Shares representing such deposit.

No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the United Kingdom that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary.

The Depositary will refuse to accept Shares for deposit whenever it has received written notice from the Company that the deposit of such Shares would violate applicable law or regulation.

At the request and risk and expense of any person proposing to deposit Shares, and for the account of such person, the Depositary may receive certificates for

7

Shares to be deposited, together with the other instruments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder.

Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents specified above, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee.

Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

SECTION 2.03Delivery of American Depositary Shares.

Upon receipt by any Custodian of any deposit pursuant to Section 2.02 hereunder, together with the other documents required as specified above, such Custodian shall notify the Depositary of such deposit and the person or persons to whom or upon whose written order American Depositary Shares are deliverable in respect thereof and the number of American Depositary Shares to be so delivered. Such notification shall be made by letter or, at the request, risk and expense of the person making the deposit, by cable, telex or facsimile transmission (and in addition, if the transfer books of the Company or the Foreign Registrar, if applicable, are open, the Depositary may in its sole discretion require a proper acknowledgment or other evidence from the Company or the Foreign Registrar that any Deposited Securities have been recorded upon the books of the Company or the Foreign Registrar, if applicable, in the name of the Depositary or its nominee or such Custodian or its nominee).  Upon receiving such notice from such Custodian, or upon the receipt of Shares or evidence of the right to receive Shares by the Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall deliver, to or upon the order of the person or persons entitled thereto, the number of American Depositary Shares issuable in respect of that deposit, but only upon payment to the Depositary of the fees and expenses of the Depositary for the delivery of such American Depositary Shares as provided in Section 5.09, and of all taxes and governmental charges and fees payable in connection with such deposit and the transfer of the Deposited Securities.

SECTION 2.04Registration of Transfer of American Depositary Shares; Combination and Split-up of Receipts; Interchange of Certificated and Uncertificated American Depositary Shares.

The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of American Depositary Shares on its transfer books from time to time, upon (i) in the case of certificated American Depositary Shares, surrender of the Receipt evidencing those American Depositary Shares, by the Owner in

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person or by a duly authorized attorney, properly endorsed or accompanied by proper instruments of transfer or (ii) in the case of uncertificated American Depositary Shares, receipt from the Owner of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.10), and, in either case, duly stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon the Depositary shall deliver those American Depositary Shares to or upon the order of the person entitled thereto.

The Depositary, subject to the terms and conditions of this Deposit Agreement, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered.

The Depositary, upon surrender of certificated American Depositary Shares for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel those certificated American Depositary Shares and send the Owner a statement confirming that the Owner is the owner of the same number of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.10) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall cancel those uncertificated American Depositary Shares and deliver to the Owner the same number of certificated American Depositary Shares.

The Depositary may appoint one or more co-transfer agents for the purpose of effecting registration of transfers of American Depositary Shares and combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary.  In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or persons entitled to American Depositary Shares and will be entitled to protection and indemnity to the same extent as the Depositary.

SECTION 2.05Surrender of American Depositary Shares and Withdrawal of Deposited Securities.

Upon surrender at the Corporate Trust Office of the Depositary of American Depositary Shares for the purpose of withdrawal of the Deposited Securities represented thereby, and upon payment of the fee of the Depositary for the surrender of American Depositary Shares as provided in Section 5.09 and payment of all taxes and governmental charges payable in connection with such surrender and withdrawal of the Deposited Securities, and subject to the terms and conditions of this Deposit Agreement, the Owner of those American Depositary Shares shall be entitled to delivery, to him or as instructed, of the amount of Deposited Securities at the time represented by those

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American Depositary Shares.  Such delivery shall be made, as hereinafter provided, without unreasonable delay.

A Receipt surrendered for such purposes may be required by the Depositary to be properly endorsed in blank or accompanied by proper instruments of transfer in blank. The Depositary may require the surrendering Owner to execute and deliver to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered to or upon the written order of a person or persons designated in such order.  Thereupon the Depositary shall direct the Custodian to deliver at the office of such Custodian, subject to Sections 2.06, 3.01 and 3.02 and to the other terms and conditions of this Deposit Agreement, to or upon the written order of the person or persons designated in the order delivered to the Depositary as above provided, the amount of Deposited Securities represented by the surrendered American Depositary Shares, except that the Depositary may make delivery to such person or persons at the Corporate Trust Office of the Depositary of any dividends or distributions with respect to the Deposited Securities represented by those American Depositary Shares, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

At the request, risk and expense of any Owner so surrendering American Depositary Shares, and for the account of such Owner, the Depositary shall direct the Custodian to forward any cash or other property (other than rights) comprising, and forward a certificate or certificates, if applicable, and other proper documents of title for, the Deposited Securities represented by the surrendered American Depositary Shares to the Depositary for delivery at the Corporate Trust Office of the Depositary.  Such direction shall be given by letter or, at the request, risk and expense of such Owner, by cable, telex or facsimile transmission.

Neither the Depositary nor the Custodian shall deliver Shares (other than to the Company or its agent as contemplated by Section 4.08), or otherwise permit Shares to be withdrawn from the facility created hereby, except upon the surrender of American Depositary Shares or in connection with a sale permitted under and subject to the provisions of Section 3.02, 4.03, 4.11 or 6.02.

SECTION 2.06Limitations on Delivery, Transfer and Surrender of American Depositary Shares.

As a condition precedent to the delivery, registration of transfer or surrender of any American Depositary Shares or split-up or combination of any Receipt or withdrawal of any Deposited Securities, the Depositary, Custodian or Registrar may require payment from the depositor of Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or

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withdrawn) and payment of any applicable fees as herein provided, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations the Depositary may establish consistent with the provisions of this Deposit Agreement, including, without limitation, this Section 2.06.

The delivery of American Depositary Shares against deposit of Shares generally or against deposit of particular Shares may be suspended, or the transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding American Depositary Shares generally may be suspended, during any period when the transfer books of the Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit Agreement, or for any other reason, subject to the provisions of the following sentence. Notwithstanding anything to the contrary in this Deposit Agreement, the surrender of outstanding American Depositary Shares and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the Foreign Registrar, if applicable, or the deposit of Shares in connection with voting at a shareholders’ meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities.  Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares which would be required to be registered under the provisions of the Securities Act of 1933 for public offer and sale in the United States unless a registration statement is in effect as to such Shares for such offer and sale.

SECTION 2.07Lost Receipts, etc.

In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary shall deliver to the Owner the American Depositary Shares evidenced by that Receipt in uncertificated form or, if requested by the Owner, execute and deliver a new Receipt of like tenor in exchange and substitution for such mutilated Receipt, upon cancellation thereof, or in lieu of and in substitution for such destroyed, lost or stolen Receipt.  Before the Depositary shall deliver American Depositary Shares in uncertificated form or execute and deliver a new Receipt, in substitution for a destroyed, lost or stolen Receipt, the Owner thereof shall have (a) filed with the Depositary (i) a request for such execution and delivery before the Depositary has notice that the Receipt has been acquired by a bona fide purchaser and (ii) a sufficient indemnity bond and (b) satisfied any other reasonable requirements imposed by the Depositary.

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SECTION 2.08Cancellation and Destruction of Surrendered Receipts.

All Receipts surrendered to the Depositary shall be cancelled by the Depositary.  The Depositary is authorized to destroy Receipts so cancelled.

The Depositary agrees to maintain records of all Receipts surrendered and Deposited Securities withdrawn under Section 2.05, of substitute Receipts delivered under Section 2.07, and of cancelled or destroyed Receipts under this Section, in keeping with procedures ordinarily followed by stock transfer agents located in The City of New York.

SECTION 2.09Pre-Release of American Depositary Shares.

Unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 hereof, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 (a “Pre-Release”).  The Depositary may, pursuant to Section 2.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released.  The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release.  Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered (a “Pre-Releasee”), that such person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) transfers all beneficial right, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate.  The number of Shares represented by American Depositary Shares that are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities).

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The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

SECTION 2.10DTC Direct Registration System and Profile Modification System.

(a)Notwithstanding the provisions of Section 2.04, the parties acknowledge that the Direct Registration System (“DRS”) and Profile Modification System (“Profile”) shall apply to uncertificated American Depositary Shares upon acceptance thereof to DRS by DTC.  DRS is the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated American Depositary Shares, which ownership shall be evidenced by periodic statements issued by the Depositary to the Owners entitled thereto.  Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an Owner of American Depositary Shares, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register such transfer.

(b)In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand that the Depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an Owner in requesting a registration of transfer and delivery as described in subsection (a) has the actual authority to act on behalf of the Owner (notwithstanding any requirements under the Uniform Commercial Code).  For the avoidance of doubt, the provisions of Sections 5.03 and 5.08 shall apply to the matters arising from the use of the DRS.  The parties agree that the Depositary’s reliance on and compliance with instructions received by the Depositary through the DRS/Profile System and in accordance with this Deposit Agreement shall not constitute negligence or bad faith on the part of the Depositary.

ARTICLE 3.CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES

SECTION 3.01Filing Proofs, Certificates and Other Information.

Any person presenting Shares for deposit or any Owner or Holder may be required from time to time to file with the Depositary or the Custodian such proof of citizenship or residence, exchange control approval, or such information relating to the registration on the books of the Company or the Foreign Registrar, if applicable, to execute such certificates and to make such representations and warranties, as the Depositary may deem necessary or proper.  The Depositary may withhold the delivery or registration of transfer of American Depositary Shares or the distribution of any dividend

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or sale or distribution of rights or of the proceeds thereof or the delivery of any Deposited Securities until such proof or other information is filed or such certificates are executed or such representations and warranties made.  If requested in writing, the Depositary shall, as promptly as practicable, at the Company’s expense, provide the Company with copies of any such proofs, certificates or other information it receives pursuant to this Section 3.01, to the extent that disclosure is permitted under applicable law.

SECTION 3.02Liability of Owner for Taxes.

If any tax or other governmental charge shall become payable by the Custodian or the Depositary with respect to any American Depositary Shares or any Deposited Securities represented by any American Depositary Shares, such tax or other governmental charge shall be payable by the Owner of such American Depositary Shares to the Depositary. The Depositary may refuse to register any transfer of those American Depositary Shares or any withdrawal of Deposited Securities represented by those American Depositary Shares until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner thereof any part or all of the Deposited Securities represented by those American Depositary Shares, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge and the Owner of such American Depositary Shares shall remain liable for any deficiency.

SECTION 3.03Warranties on Deposit of Shares.

Every person depositing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor, if applicable, are validly issued, fully paid, nonassessable and were not issued in violation of any preemptive rights of the holders of outstanding Shares and that the person making such deposit is duly authorized so to do.  Every such person shall also be deemed to represent that the deposit of such Shares and the sale of American Depositary Shares representing such Shares by that person are not restricted under the Securities Act of 1933.  Such representations and warranties shall survive the deposit of Shares and delivery of American Depositary Shares.

SECTION 3.04Disclosure of Interests.

Notwithstanding any other provision of this Deposit Agreement, each Owner and Holder agrees to comply with requests from the Company pursuant to applicable law, the rules and requirements of any other stock exchange on which the American Depositary Shares are, or will be, registered, traded or listed, the rules and requirements of any other clearing system through which transactions in the American Depositary Shares may be settled or the Articles of Association of the Company to provide information, inter alia, as to the capacity in which such Owner or Holder owns American Depositary Shares (and Shares as the case may be) and regarding the identity of any other person(s) interested in such American Depositary Shares (and Shares, as the

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case may be) and the nature of such interest and various other matters, whether or not they are Owners or Holders at the time of such request. The Depositary agrees to use its reasonable efforts to forward, upon the written request of the Company and at the expense of the Company, any such written request from the Company to the Owners and to forward, as promptly as practicable, to the Company any such responses to such requests received by the Depositary. Unless otherwise agreed, if the Company requests information from the Depositary, as a registered Holder of Shares, the obligations of the Depositary shall be limited to disclosing to the Company the information contained in Depostiary’s register.

ARTICLE 4.THE DEPOSITED SECURITIES

SECTION 4.01Cash Distributions.

Whenever the Depositary shall receive any cash dividend or other cash distribution on any Deposited Securities, the Depositary shall, as promptly as practicable, subject to the provisions of Section 4.05, if applicable, convert such dividend or distribution into Dollars and shall distribute the amount thus received (net of the fees and expenses of the Depositary as provided in Section 5.09) to the Owners entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively.  The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Owner a fraction of one cent.  Any such fractional amounts shall be rounded to the nearest whole cent and so distributed to Owners entitled thereto.  Notwithstanding the foregoing, in the event that the Custodian or the Depositary shall be required by applicable law to withhold and does withhold from such cash dividend or such other cash distribution an amount on account of taxes or other governmental charges, the amount distributed to the Owner of the American Depositary Shares representing such Deposited Securities shall be reduced accordingly.  The applicable withholding agent (or its agent) will remit to the appropriate governmental agency in all amounts so withheld and owing to such agency.  The Depositary will, as promptly as practicable, forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental agencies, and the Depositary or the Company or its agent may file any such reports necessary to obtain benefits under the applicable tax treaties for the Owners.

SECTION 4.02Distributions Other Than Cash, Shares or Rights.

Subject to the provisions of Sections 4.11 and 5.09, whenever the Depositary shall receive any distribution other than a distribution described in Section 4.01, 4.03 or 4.04, the Depositary shall, after consultation with the Company to the extent practicable, cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges imposed under applicable law, in proportion to the number of American Depositary Shares representing such Deposited

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Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement under applicable law that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Holders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.09) shall be distributed by the Depositary to the Owners entitled thereto, all in the manner and subject to the conditions described in Section 4.01.  The Depositary may withhold any distribution of securities under this Section 4.02 if it has not received satisfactory assurances from the Company that the distribution does not require registration under the Securities Act of 1933.  The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.02 that is sufficient to pay its fees and expenses in respect of that distribution.

SECTION 4.03Distributions in Shares.

If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall if the Company shall so request in writing, deliver to the Owners entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and issuance of American Depositary Shares, including withholding of any tax or governmental charge as provided in Section 4.11 and deduction or and after deduction or upon payment of the fees and expenses of the Depositary as provided in Section 5.09 (and the Depositary may sell, by public or private sale, an amount of the Shares received sufficient to pay its fees and expenses in respect of that distribution).  The Depositary may withhold any such delivery of American Depositary Shares if it has not received satisfactory assurances from the Company that such distribution does not require registration under the Securities Act of 1933.  In lieu of delivering fractional American Depositary Shares in any such case, the Depositary shall sell the amount of Shares represented by the aggregate of such fractions and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.  If additional American Depositary Shares are not so delivered, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby.

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SECTION 4.04Rights.

In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary, after consultation with the Company to the extent practicable, shall have discretion as to the procedure to be followed in making such rights available to any Owners or in disposing of such rights on behalf of any Owners and making the net proceeds available to such Owners or, if by the terms of such rights offering or for any other reason, the Depositary may not either make such rights available to any Owners or dispose of such rights and make the net proceeds available to such Owners, then the Depositary shall allow the rights to lapse.  If at the time of the offering of any rights the Depositary determines in its discretion that it is lawful and feasible to make such rights available to all or certain Owners but not to other Owners, the Depositary may distribute to any Owner to whom it determines the distribution to be lawful and feasible, in proportion to the number of American Depositary Shares held by such Owner, warrants or other instruments therefor in such form as it deems appropriate.

In circumstances in which rights would otherwise not be distributed, if an Owner requests the distribution of warrants or other instruments in order to exercise the rights allocable to the American Depositary Shares of such Owner hereunder, the Depositary will make such rights available to such Owner upon written notice from the Company to the Depositary that (a) the Company has elected in its sole discretion to permit such rights to be exercised and (b) such Owner has executed such documents as the Company has determined in its sole discretion are reasonably required under applicable law.

If the Depositary has distributed warrants or other instruments for rights to all or certain Owners, then upon instruction from such an Owner pursuant to such warrants or other instruments to the Depositary from such Owner to exercise such rights, upon payment by such Owner to the Depositary for the account of such Owner of an amount equal to the purchase price of the Shares to be received upon the exercise of the rights, and upon payment of the fees and expenses of the Depositary and any other charges as set forth in such warrants or other instruments, the Depositary shall, on behalf of such Owner, exercise the rights and purchase the Shares, and the Company shall cause the Shares so purchased to be delivered to the Depositary on behalf of such Owner.  As agent for such Owner, the Depositary will cause the Shares so purchased to be deposited pursuant to Section 2.02, and shall, pursuant to Section 2.03, deliver American Depositary Shares to such Owner.  In the case of a distribution pursuant to the second paragraph of this Section, such deposit shall be made, and depositary shares shall be delivered, under depositary arrangements which provide for issuance of depositary shares subject to the appropriate restrictions on sale, deposit, cancellation, and transfer under applicable United States laws.

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If the Depositary determines in its discretion that it is not lawful and feasible to make such rights available to all or certain Owners, it may sell the rights, warrants or other instruments in proportion to the number of American Depositary Shares held by the Owners to whom it has determined it may not lawfully or feasibly make such rights available, and allocate the net proceeds of such sales (net of the fees and expenses of the Depositary as provided in Section 5.09 and all taxes and governmental charges payable in connection with such rights and subject to the terms and conditions of this Deposit Agreement) for the account of such Owners otherwise entitled to such rights, warrants or other instruments, upon an averaged or other practical basis without regard to any distinctions among such Owners because of exchange restrictions or the date of delivery of any American Depositary Shares or otherwise.

The Depositary will not offer rights to Owners unless both the rights and the securities to which such rights relate are either exempt from registration under the Securities Act of 1933 with respect to a distribution to all Owners or are registered under the provisions of such Act; provided, that nothing in this Deposit Agreement shall create any obligation on the part of the Company to file a registration statement with respect to such rights or underlying securities or to endeavor to have such a registration statement declared effective.  If an Owner requests the distribution of warrants or other instruments, notwithstanding that there has been no such registration under the Securities Act of 1933, the Depositary shall not effect such distribution unless it has received an opinion from recognized counsel in the United States for the Company upon which the Depositary may rely that such distribution to such Owner is exempt from such registration.

The Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Owners in general or any Owner in particular.

SECTION 4.05Conversion of Foreign Currency.

Whenever the Depositary or the Custodian shall receive foreign currency, by way of dividends or other distributions or the net proceeds from the sale of securities, property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary shall, as promptly as practicable, convert or cause to be converted by sale or in any other manner that it may determine such foreign currency into Dollars, and such Dollars shall be distributed to the Owners entitled thereto or, if the Depositary shall have distributed any warrants or other instruments which entitle the holders thereof to such Dollars, then to the holders of such warrants and/or instruments upon surrender thereof for cancellation.  Such distribution may be made upon an averaged or other reasonably practicable basis without regard to any distinctions among Owners on account of exchange restrictions, the date of delivery of any American Depositary Shares or otherwise and shall be net of any

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expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.09.

If such conversion or distribution can be effected only with the approval or license of any government or agency thereof, the Depositary shall file such application for approval or license, if any, as it may deem desirable.

If at any time the Depositary shall determine that in its judgment any foreign currency received by the Depositary or the Custodian is not convertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any government or agency thereof which is required for such conversion is denied or in the judgment of the Depositary is not obtainable, or if any such approval or license is not obtained within a reasonable period as determined by the Depositary, the Depositary in its judgment may distribute the foreign currency (or an appropriate document evidencing the right to receive such foreign currency) received by the Depositary to, or in its discretion may hold such foreign currency uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled to receive the same.

If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.

SECTION 4.06Fixing of Record Date.

Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights shall be issued with respect to the Deposited Securities, or whenever the Depositary shall receive notice of any meeting of holders of Shares or other Deposited Securities, or whenever for any reason the Depositary causes a change in the number of Shares that are represented by each American Depositary Share, or whenever the Depositary shall find it necessary or convenient, the Depositary shall fix a record date, which date shall be the same date, to the extent practicable, as the record date, if any, for the Deposited Securities or, if different, as close thereto as is practicable (the “ADS Record Date”) (a) for the determination of the Owners who shall be (i) entitled to receive such dividend, distribution or rights or the net proceeds of the sale thereof, (ii) entitled to give instructions for the exercise of voting rights at any such meeting or (iii) responsible for any fee or charge assessed by the Depositary pursuant to this Deposit Agreement, or (b) on or after which each American Depositary Share will represent the changed number of Shares.  Subject to the provisions of Sections 4.01 through 4.05 and to the other terms and conditions of this Deposit Agreement, the Owners on the ADS Record Date shall be entitled, as the case may be, to receive the amount distributable by the Depositary with

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respect to such dividend or other distribution or such rights or the net proceeds of sale thereof in proportion to the number of American Depositary Shares held by them respectively and to give voting instructions and to act in respect of any other such matter.

SECTION 4.07Voting of Deposited Securities.

Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be approved by the Company in advance, such approval not being unreasonably withheld, which shall contain (a) such information (including, without limitation, solicitation materials) as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on the ADS Record Date will be entitled, subject to any applicable provision of English law and of the articles of association or similar documents of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that such instructions may be given or deemed given in accordance with the last sentence of this paragraph if no instruction is received, to the Depositary to give a discretionary proxy to a person designated by the Company.  Upon the written request of an Owner of American Depositary Shares on the ADS Record Date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor, in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request.  The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company requested the Depositary to act under this paragraph and complied with the second following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to an amount of the Deposited Securities represented by the American Depositary Shares of that Owner and a matter on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to that amount of Deposited Securities and that matter and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities as to that matter, except that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of Shares.

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There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction cutoff date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph.

In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under this Section 4.07, the Company shall   give the Depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days prior to the meeting date.

SECTION 4.08Changes Affecting Deposited Securities.

Upon any change in nominal value, change in par value, split-up, consolidation or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation or sale of assets affecting the Company or to which it is a party, or upon the redemption or cancellation by the Company of the Deposited Securities, any securities, cash or property which shall be received by the Depositary or a Custodian in exchange for, in conversion of, in lieu of or in respect of Deposited Securities, shall be treated as new Deposited Securities under this Deposit Agreement, and American Depositary Shares shall thenceforth represent, in addition to the existing Deposited Securities, the right to receive the new Deposited Securities so received, unless additional American Depositary Shares are delivered pursuant to the following sentence.  In any such case the Depositary may deliver additional American Depositary Shares as in the case of a dividend in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing such new Deposited Securities.

SECTION 4.09Reports.

The Depositary shall make available for inspection by Owners at its Corporate Trust Office any reports and communications, including any proxy solicitation material, received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities and (b) made generally available to the holders of such Deposited Securities by the Company.  The Depositary shall also, upon written request by the Company, send to the Owners copies of such reports when furnished by the Company pursuant to Section 5.06.  Any such reports and communications, including any such proxy soliciting material, furnished to the Depositary by the Company shall be furnished in English, to the extent such materials are required to be translated into English pursuant to any regulations of the Commission.

SECTION 4.10Lists of Owners.

Promptly upon request by the Company, the Depositary shall, at the expense of the Company, furnish to it a list, as of a recent date, of the names, addresses

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and holdings of American Depositary Shares by all persons in whose names American Depositary Shares are registered on the books of the Depositary.

SECTION 4.11Withholding.

In the event that the Depositary determines in its reasonable judgment that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charge which the Depositary is obligated to withhold under applicable law, the Depositary may by public or private sale dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes or charges and the Depositary shall distribute the net proceeds of any such sale after deduction of such taxes or charges to the Owners entitled thereto in proportion to the number of American Depositary Shares held by them respectively.

ARTICLE 5.THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY

SECTION 5.01Maintenance of Office and Transfer Books by the Depositary.

Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of American Depositary Shares in accordance with the provisions of this Deposit Agreement.

The Depositary shall keep books, at its Corporate Trust Office, for the registration of American Depositary Shares and transfers of American Depositary Shares which at all reasonable times shall be open for inspection by the Owners and the Company, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the American Depositary Shares.

The Depositary may close the transfer books, at any time or from time to time, when deemed reasonably expedient by it in connection with the performance of its duties hereunder or at the reasonable written request of the Company.

If any American Depositary Shares are listed on one or more stock exchanges in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registry of such American Depositary Shares in accordance with any requirements of such exchange or exchanges.

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SECTION 5.02Prevention or Delay in Performance by the Depositary or the Company.

Neither the Depositary nor the Company nor any of their respective directors, officers, employees, agents or affiliates shall incur any liability to any Owner or Holder (i) if by reason of any provision of any present or future law or regulation of the United States or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any provision, present or future, of the articles of association or similar document of the Company, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or the Company shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided shall be done or performed, (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement, (iv) for the inability of any Owner or Holder to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Owners or Holders, or (v) for any special, consequential or punitive damages for any breach of the terms of this Deposit Agreement.  Where, by the terms of a distribution pursuant to Section 4.01, 4.02 or 4.03, or an offering or distribution pursuant to Section 4.04, or for any other reason, such distribution or offering may not be made available to Owners, and the Depositary may not dispose of such distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse.

SECTION 5.03Obligations of the Depositary, the Custodian and the Company.

Neither the Company nor any of its directors, officers, employees, agents or affiliates assumes any obligation nor shall it or any of them be subject to any liability under this Deposit Agreement to any Owner or Holder, except that the Company agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith.

Neither the Depositary nor any of its directors, officers, employees, agents or affiliates assumes any obligation nor shall any of them be subject to any liability under this Deposit Agreement to any Owner or Holder (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith.

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Neither the Depositary nor the Company or any of their respective directors, officers, employees, agents or affiliates shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the American Depositary Shares on behalf of any Owner or Holder or any other person.

Neither the Depositary nor the Company or any of their respective  directors, officers, employees, agents or affiliates shall be liable for any action or nonaction by any of them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by any of them in good faith to be competent to give such advice or information.  The Depositary and the Company and their respective directors, officers, employees, agents or affiliates may rely and shall be protected in acting upon any written notice, request, direction or other documents believed by them to be genuine and to have been signed or presented by the proper party or parties.

The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary.

The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise.

The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith.

No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

SECTION 5.04Resignation and Removal of the Depositary.

The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided.

The Depositary may at any time be removed by the Company by 120 days prior written notice of such removal, to become effective upon the later of (i) the 120th

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day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided.

In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York.  Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor and shall deliver to such successor a list of the Owners of all outstanding American Depositary Shares.  Any such successor depositary shall promptly mail notice of its appointment to the Owners.

Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

SECTION 5.05The Custodians.

The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it.  Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective.  If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians, each of which shall thereafter be a Custodian hereunder.  The Depositary in its discretion may appoint a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians hereunder.  Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians.  Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary.  The Depositary shall notify the Company of the appointment of a substitute or additional Custodian as promptly as practicable and, if practicable, prior to the effectiveness of such appointment.

Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder;

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but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

SECTION 5.06Notices and Reports.

On or before the first date on which the Company gives notice, by publication or otherwise, of any meeting of holders of Shares or other Deposited Securities, or of any adjourned meeting of such holders, or of the taking of any action in respect of any cash or other distributions or the offering of any rights, the Company agrees to transmit to the Depositary and the Custodian a copy of the notice thereof in the form given or to be given to holders of Shares or other Deposited Securities.

The Company will arrange for the translation into English, if not already in English, to the extent required pursuant to any regulations of the Commission, and the prompt transmittal by the Company to the Depositary and the Custodian of such notices and any other reports and communications which are made generally available by the Company to holders of its Shares.  If requested in writing by the Company, the Depositary will arrange for the mailing, at the Company’s expense, of copies of such notices, reports and communications to all Owners.  The Company will timely provide the Depositary with the quantity of such notices, reports, and communications, as requested by the Depositary from time to time, in order for the Depositary to effect such mailings.

SECTION 5.07Distribution of Additional Shares, Rights, etc.

If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933.  If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution.

The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with  the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in

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effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale without restriction in the United States without further registration under the Securities Act of 1933.

Notwithstanding anything to the contrary herein, nothing in this Deposit Agreement shall be deemed to oblige the Company to file any registration statement in respect of any proposed transactions.

SECTION 5.08Indemnification.

The Company agrees to indemnify the Depositary, its directors, officers, employees, agents and affiliates and any Custodian against, and hold each of them harmless from, any liability or expense (including, but not limited to any fees and expenses incurred in seeking, enforcing or collecting such indemnity and the fees and expenses of counsel) which may arise out of or in connection with (a) any registration with the Commission of American Depositary Shares or Deposited Securities or the offer or sale thereof in the United States or (b) acts performed or omitted, pursuant to the provisions of or in connection with this Deposit Agreement and the American Depositary Shares, as the same may be amended, modified or supplemented from time to time, (i) by either the Depositary or a Custodian or their respective directors, officers, employees, agents and affiliates, except for any liability or expense arising out of the negligence or bad faith of either of them, or (ii) by the Company or any of its directors, officers, employees, agents and affiliates.

The indemnities contained in the preceding paragraph shall not extend to any liability or expense to the extent such liability or expense arises solely and exclusively out of a Pre-Release (as defined in Section 2.09) of American Depositary Shares in accordance with Section 2.09 and which would not otherwise have arisen had those American Depositary Shares not been the subject of a Pre-Release pursuant to Section 2.09; provided, however, that the indemnities provided in the preceding paragraph shall apply to any such liability or expense (i) to the extent that such liability or expense would have arisen had those American Depositary Shares not be the subject of a Pre-Release, or (ii) which may arise out of any misstatement or alleged misstatement or omission or alleged omission in any registration statement, proxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement memorandum) relating to the offer or sale of American Depositary Shares, except to the extent any such liability or expense arises out of (x) information relating to the Depositary or any Custodian (other than the Company), as applicable, furnished in writing and not materially changed or altered by the Company expressly for use in any of the foregoing documents, or, (y) if such information is provided, the failure to state a material fact necessary to make the information provided not misleading.

The Depositary agrees to indemnify the Company, its directors, officers, employees, agents and affiliates and hold them harmless from any liability or expense

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(including, but not limited to any fees and expenses incurred in seeking, enforcing or collecting such indemnity and the reasonable fees and expenses of counsel) which may arise out of acts performed or omitted by the Depositary or its Custodian or their respective directors, officers, employees, agents and affiliates due to their negligence or bad faith.

If an action, proceeding (including, but not limited to, any governmental investigation), claim or dispute (collectively, a “Proceeding”) in respect of which indemnity may be sought by either party is brought or asserted against the other party, the party seeking indemnification (the “Indemnitee”) shall promptly (and in no event more than ten (10) days after receipt of notice of such Proceeding) notify the party obligated to provide such indemnification (the “Indemnitor”) of such Proceeding. The failure of the Indemnitee to so notify the Indemnitor shall not impair the Indemnitee’s ability to seek indemnification from the Indemnitor (but only for costs, expenses and liabilities incurred after such notice) unless such failure adversely affects the Indemnitor’s ability to adequately oppose or defend such Proceeding. Upon receipt of such notice from the Indemnitee, the Indemnitor shall be entitled to participate in such Proceeding and, to the extent that it shall so desire and provided no conflict of interest exists as specified in subparagraph (b) below or there are no other defenses available to Indemnitee as specified in subparagraph (d) below, to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee (in which case all attorney’s fees and expenses shall be borne by the Indemnitor and the Indemnitor shall in good faith defend the Indemnitee). The Indemnitee shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be borne by the Indemnitee unless (a) the Indemnitor agrees in writing to pay such fees and expenses, (b) the Indemnitee shall have reasonably and in good faith concluded that there is a conflict of interest between the Indemnitor and the Indemnitee in the conduct of the defense of such action, (c) the Indemnitor fails, within ten (10) days prior to the date the first response or appearance is required to be made in such Proceeding, to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnitee or (d) there are legal defenses available to Indemnitee that are different from or are in addition to those available to the Indemnitor. No compromise or settlement of such Proceeding may be effected by either party without the other party’s consent unless (i) there is no finding or admission of any violation of law and no effect on any other claims that may be made against such other party and (ii) the sole relief provided is monetary damages that are paid in full by the party seeking the settlement and for which the Indemnitee will not seek reimbursement of such amount from the Indemnitor. Neither party shall have any liability with respect to any compromise or settlement effected without its consent, which shall not be unreasonably withheld. The Indemnitor shall have no obligation to indemnify and hold harmless the Indemnitee from any loss, expense or liability incurred by the Indemnitee as a result of a default judgment entered against the Indemnitee unless such judgment was entered after the Indemnitor agreed, in writing, to assume the defense of such Proceeding.

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SECTION 5.09Charges of Depositary.

The Company agrees to pay the fees and out-of-pocket expenses of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time.

The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.03), or by Owners, as applicable:  (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.03, 4.03 or 4.04 and the surrender of American Depositary Shares pursuant to Section 2.05 or 6.02, (6) a fee of $.05 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to this Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.05 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9 below, and (9) any other charges payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions).

The Depositary, subject to Section 2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.

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SECTION 5.10Retention of Depositary Documents.

The Depositary is authorized to destroy those documents, records, bills and other data compiled during the term of this Deposit Agreement at the times permitted by the laws or regulations governing the Depositary unless the Company requests that such papers be retained for a longer period or turned over to the Company or to a successor depositary.

SECTION 5.11Exclusivity.

The Company agrees not to appoint any other depositary for issuance of American or global depositary shares or receipts so long as The Bank of New York Mellon is acting as Depositary hereunder.

SECTION 5.12List of Restricted Securities Owners.

From time to time, the Company shall provide to the Depositary a list setting forth, to the actual knowledge of the Company, those persons or entities who beneficially own Restricted Securities and the Company shall update that list on a regular basis.  The Company agrees to advise in writing each of the persons or entities so listed that such Restricted Securities are ineligible for deposit hereunder.  The Depositary may rely on such a list or update but shall not be liable for any action or omission made in reliance thereon.

ARTICLE 6.AMENDMENT AND TERMINATION

SECTION 6.01Amendment.

The form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary without the consent of Owners or Holders in any respect which they may deem necessary or desirable.  Any amendment which shall impose or increase any fees or charges (other than taxes and other governmental charges, registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or which shall otherwise prejudice any substantial existing right of Owners, shall, however, not become effective as to outstanding American Depositary Shares until the expiration of 30 days after notice of such amendment shall have been given to the Owners of outstanding American Depositary Shares. Every Owner and Holder, at the time any amendment so becomes effective, shall be deemed, by continuing to hold American Depositary Shares or any interest therein, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right of the Owner to surrender American Depositary Shares and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law.

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SECTION 6.02Termination.

The Company may at any time terminate this Deposit Agreement by instructing the Depositary to mail a notice of termination to the Owners of all American Depositary Shares then outstanding at least 30 days prior to the termination date included in such notice.  The Depositary may likewise terminate this Deposit Agreement if at any time 60 days shall have expired after the Depositary delivered to the Company a written resignation notice and if a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04; in such case the Depositary shall mail a notice of termination to the Owners of all American Depositary Shares then outstanding at least 30 days prior to the termination date.  On and after the date of termination, the Owner of American Depositary Shares will, upon (a) surrender of such American Depositary Shares, (b) payment of the fee of the Depositary for the surrender of American Depositary Shares referred to in Section 2.05, and (c) payment of any applicable taxes or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by those American Depositary Shares.  If any American Depositary Shares shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue the registration of transfers of American Depositary Shares, shall suspend the distribution of dividends to the Owners thereof, and shall not give any further notices or perform any further acts under this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights and other property as provided in this Deposit Agreement, and shall continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, upon surrender of American Depositary Shares (after deducting, in each case, the fee of the Depositary for the surrender of American Depositary Shares, any expenses for the account of the Owner of such American Depositary Shares in accordance with the terms and conditions of this Deposit Agreement, and any applicable taxes or governmental charges).

At any time after the expiration of four months from the date of termination, the Depositary may sell the Deposited Securities then held under this Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners of American Depositary Shares that have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds.  After making such sale, the Depositary shall be discharged from all obligations under this Deposit Agreement, except to account for such net proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender of American Depositary Shares, any expenses for the account of the Owner of such American Depositary Shares in accordance with the terms and conditions of this Deposit Agreement, and any applicable taxes or governmental charges).  Upon the termination of this Deposit Agreement, the Company shall be

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discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09.

ARTICLE 7.MISCELLANEOUS

SECTION 7.01Counterparts.

This Deposit Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of such counterparts shall constitute one and the same instrument.  Copies of this Deposit Agreement shall be filed with the Depositary and the Custodians and shall be open to inspection by any Owner or Holder during business hours.

SECTION 7.02No Third Party Beneficiaries.

This Deposit Agreement is for the exclusive benefit of the parties hereto and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other person.

SECTION 7.03Severability.

In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.

SECTION 7.04Owners and Holders as Parties; Binding Effect.

The Owners and Holders from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of American Depositary Shares or any interest therein.

SECTION 7.05Notices.

Any and all notices to be given to the Company shall be deemed to have been duly given if personally delivered or sent by mail or cable, telex or facsimile transmission confirmed by letter, addressed to Luxfer Holdings PLC, Anchorage Gateway, 5 Anchorage Quay, Salford M50 3XE, England, Attention: Company Secretary, or any other place to which the Company may have transferred its principal office with notice to the Depositary.

Any and all notices to be given to the Depositary shall be deemed to have been duly given if in English and personally delivered or sent by mail or cable, telex or facsimile transmission confirmed by letter, addressed to The Bank of New York Mellon, 101 Barclay Street, New York, New York 10286, Attention:  American Depositary

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Receipt Administration, or any other place to which the Depositary may have transferred its Corporate Trust Office with notice to the Company.

Any and all notices to be given to any Owner shall be deemed to have been duly given if personally delivered or sent by mail or cable, telex or facsimile transmission confirmed by letter, addressed to such Owner at the address of such Owner as it appears on the transfer books for American Depositary Shares of the Depositary, or, if such Owner shall have filed with the Depositary a written request that notices intended for such Owner be mailed to some other address, at the address designated in such request.

Delivery of a notice sent by mail or cable, telex or facsimile transmission shall be deemed to be effected at the time when a duly addressed letter containing the same (or a confirmation thereof in the case of a cable, telex or facsimile transmission) is deposited, postage prepaid, in a post-office letter box.  The Depositary or the Company may, however, act upon any cable, telex or facsimile transmission received by it, notwithstanding that such cable, telex or facsimile transmission shall not subsequently be confirmed by letter as aforesaid.

SECTION 7.06Submission to Jurisdiction; Appointment of Agent for Service of Process; Jury Trial Waiver.

The Company hereby (i) irrevocably designates and appoints Corporation Service Company,                                                                                         , in the State of New York, as the Company’s authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding.  The Company agrees to deliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent.  The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Deposit Agreement remains in force.  In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) business days after the same shall have been so mailed.

EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY

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IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THIS DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR  THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING, WITHOUT LIMITATION, ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

SECTION 7.07Waiver of Immunities.

To the extent that the Company or any of its properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement, the Company, to the fullest extent permitted by law, hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity and consents to such relief and enforcement.

SECTION 7.08Governing Law.

This Deposit Agreement and the Receipts shall be interpreted and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by the laws of the State of New York, except with respect to its authorization and execution by the Company, which shall be governed by the laws of England and Wales.

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IN WITNESS WHEREOF, LUXFER HOLDINGS PLC and THE BANK OF NEW YORK MELLON have duly executed this Deposit Agreement as of the day and year first set forth above and all Owners and Holders shall become parties hereto upon acceptance by them of American Depositary Shares or any interest therein.

LUXFER HOLDINGS PLC

By:

Name:

Title:

THE BANK OF NEW YORK MELLON,

as Depositary

By:

Name:

Title:

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EXHIBIT A

AMERICAN DEPOSITARY SHARES

(Each American Depositary Share represents

one-half of a deposited Share)

THE BANK OF NEW YORK MELLON

AMERICAN DEPOSITARY RECEIPT

FOR ORDINARY SHARES

OF

LUXFER HOLDINGS PLC

(INCORPORATED UNDER THE LAWS OF ENGLAND AND WALES)

The Bank of New York Mellon, as depositary (hereinafter called the “Depositary”), hereby certifies that                                                        , or registered assigns IS THE OWNER OF                                                         

AMERICAN DEPOSITARY SHARES

representing deposited ordinary shares (herein called “Shares”) of Luxfer Holdings PLC, a public limited company incorporated under the laws of England and Wales (herein called the “Company”).  At the date hereof, each American Depositary Share represents one-half of a Share deposited or subject to deposit under the Deposit Agreement (as such term is hereinafter defined) at the principal London office of The Bank of New York Mellon, as a custodian for the Depositary (herein called the “Custodian”).  The Depositary’s Corporate Trust Office is located at a different address than its principal executive office.  Its Corporate Trust Office is located at 101 Barclay Street, New York, N.Y. 10286, and its principal executive office is located at One Wall Street, New York, N.Y. 10286.

THE DEPOSITARY’S CORPORATE TRUST OFFICE ADDRESS IS

101 BARCLAY STREET, NEW YORK, N.Y. 10286

1.THE DEPOSIT AGREEMENT.

This American Depositary Receipt is one of an issue (herein called “Receipts”), all issued and to be issued upon the terms and conditions set forth in the deposit agreement dated as of                     , 2011 (herein called the “Deposit Agreement”) among the Company, the Depositary and all Owners and Holders from time to time of American Depositary Shares issued thereunder, each of whom by accepting American Depositary Shares agrees to become a party thereto and become bound by all the terms and conditions thereof.  The Deposit Agreement sets forth the rights of Owners and Holders and the rights and duties of the Depositary in respect of the Shares deposited thereunder and any and all other securities, property and cash from time to time received in respect of such Shares and held thereunder (such Shares, securities, property, and cash are herein called “Deposited Securities”).  Copies of the Deposit Agreement are on file at the Depositary’s Corporate Trust Office in New York City and at the office of the Custodian.

The statements made on the face and reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and are qualified by and subject to the detailed provisions of the Deposit Agreement, to which reference is hereby made.  Capitalized terms defined in the Deposit Agreement and not defined herein shall have the meanings set forth in the Deposit Agreement.

2.SURRENDER OF AMERICAN DEPOSITARY SHARES AND WITHDRAWAL OF DEPOSITED SECURITIES.

Upon surrender at the Corporate Trust Office of the Depositary of American Depositary Shares, and upon payment of the fee of the Depositary provided in this Receipt, and subject to the terms and conditions of the Deposit Agreement, the Owner of those American Depositary Shares is entitled to delivery, to him or as instructed, of the amount of Deposited Securities at the time represented by those American Depositary Shares.  Such delivery will be made at the option of the Owner hereof, either at the office of the Custodian or at the Corporate Trust Office of the Depositary, provided that the forwarding of certificates for Shares or other Deposited Securities for such delivery at the Corporate Trust Office of the Depositary shall be at the risk and expense of the Owner hereof.

3.TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.

Transfers of American Depositary Shares may be registered on the books of the Depositary by the Owner in person or by a duly authorized attorney, upon surrender of those American Depositary Shares properly endorsed for transfer or accompanied by proper instruments of transfer, in the case of a Receipt, or pursuant to a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.10 of the Deposit Agreement), in the case of uncertificated American Depositary Shares, and funds sufficient to pay any applicable transfer taxes and the expenses of the Depositary and upon compliance with such regulations, if any, as the

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Depositary may establish for such purpose. This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one Receipt, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. The Depositary, upon surrender of certificated American Depositary Shares for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel those certificated American Depositary Shares and send the Owner a statement confirming that the Owner is the Owner of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.10 of the Deposit Agreement) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall cancel those uncertificated American Depositary Shares and deliver to the Owner the same number of certificated American Depositary Shares.  As a condition precedent to the delivery, registration of transfer, or surrender of any American Depositary Shares or split-up or combination of any Receipt or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar may require payment from the depositor of the Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as provided in the Deposit Agreement, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations the Depositary may establish consistent with the provisions of the Deposit Agreement.

The delivery of American Depositary Shares against deposit of Shares generally or against deposit of particular Shares may be suspended, or the transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding American Depositary Shares generally may be suspended, during any period when the transfer books of the Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or under any provision of the Deposit Agreement, or for any other reason, subject to the provisions of the following sentence. Notwithstanding anything to the contrary in the Deposit Agreement or this Receipt, the surrender of outstanding American Depositary Shares and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the Foreign Registrar, if applicable, or the deposit of Shares in connection with voting at a shareholders’ meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities.  Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares which would be required to be registered under the provisions of the Securities

2

Act of 1933, unless a registration statement is in effect as to such Shares for such offer and sale.

4.LIABILITY OF OWNER FOR TAXES.

If any tax or other governmental charge imposed by applicable law shall become payable with respect to any American Depositary Shares or any Deposited Securities represented by any American Depositary Shares, such tax or other governmental charge shall be payable by the Owner to the Depositary.  The Depositary may refuse to register any transfer of those American Depositary Shares or any withdrawal of Deposited Securities represented by those American Depositary Shares until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner any part or all of the Deposited Securities represented by those American Depositary Shares, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge and the Owner shall remain liable for any deficiency.

5.WARRANTIES ON DEPOSIT OF SHARES.

Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant, that such Shares and each certificate therefor, if applicable, are validly issued, fully paid, nonassessable and were not issued in violation of any preemptive rights of the holders of outstanding Shares and that the person making such deposit is duly authorized so to do.  Every such person shall also be deemed to represent that the deposit of such Shares and the sale of American Depositary Shares representing such Shares by that person are not restricted under the Securities Act of 1933.  Such representations and warranties shall survive the deposit of Shares and delivery of American Depositary Shares.

6.FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.

Any person presenting Shares for deposit or any Owner or Holder may be required from time to time to file with the Depositary or the Custodian such proof of citizenship or residence, exchange control approval, or such information relating to the registration on the books of the Company or the Foreign Registrar, if applicable, to execute such certificates and to make such representations and warranties, as the Depositary may deem necessary or proper.  The Depositary may withhold the delivery or registration of transfer of any American Depositary Shares or the distribution of any dividend or sale or distribution of rights or of the proceeds thereof or the delivery of any Deposited Securities until such proof or other information is filed or such certificates are executed or such representations and warranties made.  If requested in writing, the Depositary shall, as promptly as practicable, provide the Company, at the expense of the Company, with copies of any such proofs, certificates or other information it receives pursuant to Section 3.01 of the Deposit Agreement, to the extent that disclosure is permitted under applicable law.  No Share shall be accepted for deposit unless

3

accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the United Kingdom that is then performing the function of the regulation of currency exchange.

7.CHARGES OF DEPOSITARY.

The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.03 of the Deposit Agreement), or by Owners, as applicable:  (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of American Depositary Shares pursuant to Section 2.05 or 6.02 of the Deposit Agreement, (6) a fee of $.05 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.05 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9 below, and (9) any other charges payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions).

The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.

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From time to time, the Depositary may make reimbursement payments to the Company for expenses relating to this American Depositary Shares program.

8.PRE-RELEASE OF RECEIPTS.

Unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”).  The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released.  The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release.  Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered (a “Pre-Releasee”), that such person, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) transfers all beneficial right, title and interest in such Shares or American Depository Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depository Shares, as the case may be, that is inconsistent with the transfer of ownership (including, without the consent of the Depositary, disposing of Shares or American Depository Shares, as the case may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate.  The number of Shares represented by American Depositary Shares that are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate.     For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or American Depository Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities).

The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

9.TITLE TO RECEIPTS.

It is a condition of this Receipt and every successive Owner and Holder of this Receipt by accepting or holding the same consents and agrees that when properly

5

endorsed or accompanied by proper instruments of transfer, shall be transferable as certificated registered securities under the laws of the State of New York. American Depositary Shares not evidenced by Receipts shall be transferable as uncertificated registered securities under the laws of the State of New York.  The Depositary, notwithstanding any notice to the contrary, may treat the Owner of American Depositary Shares as the absolute owner thereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice provided for in the Deposit Agreement and for all other purposes, and neither the Depositary nor the Company shall have any obligation or be subject to any liability under the Deposit Agreement to any Holder of American Depositary Shares unless that Holder is the Owner of those American Depositary Shares.

10.VALIDITY OF RECEIPT.

This Receipt shall not be entitled to any benefits under the Deposit Agreement or be valid or obligatory for any purpose, unless this Receipt shall have been executed by the Depositary by the manual signature of a duly authorized signatory of the Depositary; provided, however that such signature may be a facsimile if a Registrar for the Receipts shall have been appointed and such Receipts are countersigned by the manual signature of a duly authorized officer of the Registrar.

11.REPORTS; INSPECTION OF TRANSFER BOOKS.

The Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files reports with the Commission.  Those reports will be available for inspection and copying through the Commission’s EDGAR system on the Internet at www.sec.gov or at public reference facilities maintained by the Commission located at 100 F Street, N.E., Washington, D.C. 20549.

The Depositary will make available for inspection by Owners at its Corporate Trust Office any reports, notices and other communications, including any proxy soliciting material, received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities and (b) made generally available to the holders of such Deposited Securities by the Company.  The Depositary will also, upon written request by the Company, send to Owners copies of such reports when furnished by the Company pursuant to the Deposit Agreement.  Any such reports and communications, including any such proxy soliciting material, furnished to the Depositary by the Company shall be furnished in English to the extent such materials are required to be translated into English pursuant to any regulations of the Commission.

The Depositary will keep books, at its Corporate Trust Office, for the registration of American Depositary Shares and transfers of American Depositary Shares which at all reasonable times shall be open for inspection by the Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a

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business or object other than the business of the Company or a matter related to the Deposit Agreement or the American Depositary Shares.

12.DIVIDENDS AND DISTRIBUTIONS.

Whenever the Depositary receives any cash dividend or other cash distribution on any Deposited Securities, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into United States dollars transferable to the United States, and subject to the Deposit Agreement, as promptly as practicable, convert such dividend or distribution into dollars and will distribute the amount thus received (net of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.09 of the Deposit Agreement) to the Owners entitled thereto; provided, however, that in the event that the Custodian or the Depositary is required by applicable law to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxes or other governmental charges, the amount distributed to the Owners of the American Depositary Shares representing such Deposited Securities shall be reduced accordingly.

Subject to the provisions of Sections 4.11 and 5.09 of the Deposit Agreement, whenever the Depositary receives any distribution other than a distribution described in Section 4.01, 4.03 or 4.04 of the Deposit Agreement, the Depositary will, after consultation with the Company to the extent practicable, cause the securities or property received by it to be distributed to the Owners entitled thereto, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners of Receipts entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.09 of the Deposit Agreement) will be distributed by the Depositary to the Owners of Receipts entitled thereto all in the manner and subject to the conditions described in Section 4.01 of the Deposit Agreement.  The Depositary may withhold any distribution of securities under Section 4.02 of the Deposit Agreement if it has not received satisfactory assurances from the Company that the distribution does not require registration under the Securities Act of 1933.  The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Article that is sufficient to pay its fees and expenses in respect of that distribution.

If any distribution consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall if the Company shall so request in writing, deliver to the Owners entitled thereto, an aggregate number of American Depositary Shares

7

representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and issuance of American Depositary Shares, including withholding of any tax or governmental charge as provided in Section 4.11 of the Deposit Agreement and deduction or payment of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.09 of the Deposit Agreement (and the Depositary may sell, by public or private sale, an amount of Shares received sufficient to pay its fees and expenses in respect of that  distribution).  The Depositary may withhold any such delivery of American Depositary Shares if it has not received satisfactory assurances from the Company that such distribution does not require registration under the Securities Act of 1933. In lieu of delivering fractional American Depositary Shares in any such case, the Depositary will sell the amount of Shares represented by the aggregate of such fractions and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01 of the Deposit Agreement.  If additional American Depositary Shares are not so delivered, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby.

In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charge which the Depositary is obligated to withhold, the Depositary may by public or private sale dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner as the Depositary deems necessary and practicable to pay any such taxes or charges, and the Depositary shall distribute the net proceeds of any such sale after deduction of such taxes or charges to the Owners of Receipts entitled thereto.

13.RIGHTS.

In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary, after consultation with the Company to the extent practicable, shall have discretion as to the procedure to be followed in making such rights available to any Owners or in disposing of such rights on behalf of any Owners and making the net proceeds available to such Owners or, if by the terms of such rights offering or for any other reason, the Depositary may not either make such rights available to any Owners or dispose of such rights and make the net proceeds available to such Owners, then the Depositary shall allow the rights to lapse.  If at the time of the offering of any rights the Depositary determines in its discretion that it is lawful and feasible to make such rights available to all or certain Owners but not to other Owners, the Depositary may distribute to any Owner to whom it determines the distribution to be lawful and feasible, in proportion to the number of American Depositary Shares held by such Owner, warrants or other instruments therefor in such form as it deems appropriate.

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In circumstances in which rights would otherwise not be distributed, if an Owner requests the distribution of warrants or other instruments in order to exercise the rights allocable to the American Depositary Shares of such Owner under the Deposit Agreement, the Depositary will make such rights available to such Owner upon written notice from the Company to the Depositary that (a) the Company has elected in its sole discretion to permit such rights to be exercised and (b) such Owner has executed such documents as the Company has determined in its sole discretion are reasonably required under applicable law.

If the Depositary has distributed warrants or other instruments for rights to all or certain Owners, then upon instruction from such an Owner pursuant to such warrants or other instruments to the Depositary from such Owner to exercise such rights, upon payment by such Owner to the Depositary for the account of such Owner of an amount equal to the purchase price of the Shares to be received upon the exercise of the rights, and upon payment of the fees and expenses of the Depositary and any other charges as set forth in such warrants or other instruments, the Depositary shall, on behalf of such Owner, exercise the rights and purchase the Shares, and the Company shall cause the Shares so purchased to be delivered to the Depositary on behalf of such Owner.  As agent for such Owner, the Depositary will cause the Shares so purchased to be deposited pursuant to Section 2.02 of the Deposit Agreement, and shall, pursuant to Section 2.03 of the Deposit Agreement, deliver American Depositary Shares to such Owner.  In the case of a distribution pursuant to the second paragraph of this Article 13, such deposit shall be made, and depositary shares shall be delivered, under depositary arrangements which provide for issuance of depositary shares subject to the appropriate restrictions on sale, deposit, cancellation, and transfer under applicable United States laws.

If the Depositary determines in its discretion that it is not lawful and feasible to make such rights available to all or certain Owners, it may sell the rights, warrants or other instruments in proportion to the number of American Depositary Shares held by the Owners to whom it has determined it may not lawfully or feasibly make such rights available, and allocate the net proceeds of such sales (net of the fees and expenses of the Depositary as provided in Section 5.09 of the Deposit Agreement and all taxes and governmental charges payable in connection with such rights and subject to the terms and conditions of the Deposit Agreement) for the account of such Owners otherwise entitled to such rights, warrants or other instruments, upon an averaged or other practical basis without regard to any distinctions among such Owners because of exchange restrictions or the date of delivery of any American Depositary Shares or otherwise.

The Depositary will not offer rights to Owners unless both the rights and the securities to which such rights relate are either exempt from registration under the Securities Act of 1933 with respect to a distribution to all Owners or are registered under the provisions of such Act; provided, that nothing in the Deposit Agreement shall create any obligation on the part of the Company to file a registration statement with respect to such rights or underlying securities or to endeavor to have such a registration statement

9

declared effective.  If an Owner requests the distribution of warrants or other instruments, notwithstanding that there has been no such registration under the Securities Act of 1933, the Depositary shall not effect such distribution unless it has received an opinion from recognized counsel in the United States for the Company upon which the Depositary may rely that such distribution to such Owner is exempt from such registration.

The Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Owners in general or any Owner in particular.

14.CONVERSION OF FOREIGN CURRENCY.

Whenever the Depositary or the Custodian shall receive foreign currency, by way of dividends or other distributions or the net proceeds from the sale of securities, property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary shall, as promptly as practicable, convert or cause to be converted by sale or in any other manner that it may determine, such foreign currency into Dollars, and such Dollars shall be distributed to the Owners entitled thereto or, if the Depositary shall have distributed any warrants or other instruments which entitle the holders thereof to such Dollars, then to the holders of such warrants and/or instruments upon surrender thereof for cancellation.  Such distribution may be made upon an averaged or other reasonably practicable basis without regard to any distinctions among Owners on account of exchange restrictions, the date of delivery of any American Depositary Shares or otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.09 of the Deposit Agreement.

If such conversion or distribution can be effected only with the approval or license of any government or agency thereof, the Depositary shall file such application for approval or license, if any, as it may deem desirable.

If at any time the Depositary shall determine that in its judgment any foreign currency received by the Depositary or the Custodian is not convertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any government or agency thereof which is required for such conversion is denied or in the judgment of the Depositary is not obtainable, or if any such approval or license is not obtained within a reasonable period as determined by the Depositary, the Depositary may distribute the foreign currency (or an appropriate document evidencing the right to receive such foreign currency) received by the Depositary to, or in its discretion may hold such foreign currency uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled to receive the same.

If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its

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discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.

15.RECORD DATES.

Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights shall be issued with respect to the Deposited Securities, or whenever the Depositary shall receive notice of any meeting of holders of Shares or other Deposited Securities, or whenever for any reason the Depositary causes a change in the number of Shares that are represented by each American Depositary Share, or whenever the Depositary shall find it necessary or convenient, the Depositary shall fix a record date, which date shall be the same date, to the extent practicable, as the record date, if any, for the Deposited Securities or, if different, as close thereto as practicable (the “ADS Record Date”) (a) for the determination of the Owners who shall be (i) entitled to receive such dividend, distribution or rights or the net proceeds of the sale thereof, (ii) entitled to give instructions for the exercise of voting rights at any such meeting or (iii) responsible for any fee assessed by the Depositary pursuant to the Deposit Agreement, or (b) on or after which each American Depositary Share will represent the changed number of Shares, subject to the provisions of the Deposit Agreement.

16.VOTING OF DEPOSITED SECURITIES.

Upon receipt from the Company of notice of any meeting or solicitation of proxies or consents of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be approved by the Company in advance, such approval not being unreasonably withheld, which shall contain (a) such information (including, without limitation, solicitation materials) as is contained in such notice of meeting received by the Depositary from the Company, (b) a statement that the Owners as of the close of business on the ADS Record Date will be entitled, subject to any applicable provision of law and of the articles of association or similar documents of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that such instructions may be given or deemed given in accordance with the last sentence of this paragraph if no instruction is received, to the Depositary to give a discretionary proxy to a person designated by the Company.  Upon the written request of an Owner of American Depositary Shares on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Shares or other Deposited

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Securities represented by those American Depositary Shares in accordance with the instructions set forth in such request.  The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If (i) the Company requested the Depositary to act under this paragraph and complied with the second following paragraph and (ii) no instructions are received by the Depositary from an Owner with respect to an amount of the Deposited Securities represented by the American Depositary Shares of that Owner and a matter on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to that amount of Deposited Securities and that matter and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of Deposited Securities as to that matter, except that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of Shares.

There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph.

In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of any such meeting or solicitation and details concerning the matters to be voted upon not less than 30 days prior to the meeting date.

17.CHANGES AFFECTING DEPOSITED SECURITIES.

Upon any change in nominal value, change in par value, split-up, consolidation, or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation, or sale of assets affecting the Company or to which it is a party, or upon the redemption or cancellation by the Company of the Deposited Securities, any securities, cash or property which shall be received by the Depositary or a Custodian in exchange for, in conversion of, in lieu of or in respect of Deposited Securities shall be treated as new Deposited Securities under the Deposit Agreement, and American Depositary Shares shall thenceforth represent, in addition to the existing Deposited Securities, the right to receive the new Deposited Securities so received, unless additional Receipts are delivered pursuant to the following sentence.  In any such case the Depositary may deliver additional American Depositary Shares as in

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the case of a dividend in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing such new Deposited Securities.

18.LIABILITY OF THE COMPANY AND DEPOSITARY.

None of the Depositary nor the Company nor any of their respective directors, officers, employees, agents or affiliates shall incur any liability to any Owner or Holder, (i) if by reason of any provision of any present or future law or regulation of the United States or any other country, or of any governmental or regulatory authority, or by reason of any provision, present or future, of the articles of association or any similar document of the Company, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or the Company shall be prevented, delayed or forbidden from or be subject to any civil or criminal penalty on account of doing or performing any act or thing which by the terms of the Deposit Agreement or Deposited Securities it is provided shall be done or performed, (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of the Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement, (iv) for the inability of any Owner or Holder to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Owners or Holders, or (v) for any special, consequential or punitive damages for any breach of the terms of the Deposit Agreement.  Where, by the terms of a distribution pursuant to Section 4.01, 4.02 or 4.03 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of the Deposit Agreement, or for any other reason, such distribution or offering may not be made available to Owners of Receipts, and the Depositary may not dispose of such distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse.  Neither the Company nor any of its directors, officers, employees, agents or affiliates assumes any obligation nor shall it or any of them be subject to any liability under this Deposit Agreement to any Owner or Holder, except that the Company agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith.  Neither the Depositary nor any of its directors, officers, employees, agents or affiliates assumes any obligation nor shall any of them be subject to any liability under the Deposit Agreement to any Owner or Holder (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that the Depositary agrees to perform its obligations specifically set forth in the Deposit Agreement without negligence or bad faith.  Neither the Depositary nor the Company or any of their respective directors, officers, employees, agents or affiliates shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the American Depositary Shares on behalf of any Owner or Holder or any other person.

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Neither the Depositary nor the Company or any of their respective  directors, officers, employees, agents or affiliates shall be liable for any action or nonaction by any of them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by any of them in good faith to be competent to give such advice or information.  The Depositary and the Company and their respective directors, officers, employees, agents or affiliates may rely and shall be protected in acting upon any written notice, request, direction or other documents believed by them to be genuine and to have been signed or presented by the proper party or parties.  The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary.  The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise.  The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith.

No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.

19.RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN.

The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement.  The Depositary may at any time be removed by the Company by 120 days prior written notice of such removal, to become effective upon the later of (i) the 120th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement.  The Depositary in its discretion may appoint a substitute or additional custodian or custodians.

20.AMENDMENT.

The form of the Receipts and any provisions of the Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary without the consent of Owners or Holders in any respect which they may deem necessary or desirable.  Any amendment which shall impose or increase any fees or charges (other than taxes and other governmental charges, registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or which shall

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otherwise prejudice any substantial existing right of Owners, shall, however, not become effective as to outstanding American Depositary Shares until the expiration of 30 days after notice of such amendment shall have been given to the Owners of outstanding American Depositary Shares. Every Owner and Holder of American Depositary Shares, at the time any amendment so becomes effective, shall be deemed, by continuing to hold such American Depositary Shares or any interest therein, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right of the Owner to surrender American Depositary Shares and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law.

21.TERMINATION OF DEPOSIT AGREEMENT.

The Company may terminate the Deposit Agreement by instructing the Depositary to mail notice of termination to the Owners of all American Depositary Shares then outstanding at least 30 days prior to the termination date included in such notice.  The Depositary may likewise terminate the Deposit Agreement, if at any time 60 days shall have expired after the Depositary delivered to the Company a written resignation notice and if a successor depositary shall not have been appointed and accepted its appointment as provided in the Deposit Agreement; in such case the Depositary shall mail a notice of termination to the Owners of all American Depositary Shares then outstanding at least 30 days prior to the termination date.  On and after the date of termination, the Owner of American Depositary Shares will, upon (a) surrender of such American Depositary Shares, (b) payment of the fee of the Depositary for the surrender of American Depositary Shares referred to in Section 2.05, and (c) payment of any applicable taxes or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by those American Depositary Shares.  If any American Depositary Shares shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue the registration of transfers of American Depositary Shares, shall suspend the distribution of dividends to the Owners thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights and other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, upon surrender of American Depositary Shares (after deducting, in each case, the fee of the Depositary for the surrender of American Depositary Shares, any expenses for the account of the Owner of such American Depositary Shares in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges). At any time after the expiration of four months from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunder, unsegregated and without liability for interest, for the pro rata benefit of the

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Owners of American Depositary Shares that have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender of American Depositary Shares, any expenses for the account of the Owner of such American Depositary Shares in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges).  Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary with respect to indemnification, charges, and expenses.

22.DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM.

(a)Notwithstanding the provisions of Section 2.04 of the Deposit Agreement, the parties acknowledge that the Direct Registration System (“DRS”) and Profile Modification System (“Profile”) shall apply to uncertificated American Depositary Shares upon acceptance thereof to DRS by DTC.  DRS is the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated American Depositary Shares, which ownership shall be evidenced by periodic statements issued by the Depositary to the Owners entitled thereto.  Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an Owner, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register such transfer.

(b)In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand that the Depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an Owner in requesting registration of transfer and delivery described in subsection (a) has the actual authority to act on behalf of the Owner (notwithstanding any requirements under the Uniform Commercial Code).  For the avoidance of doubt, the provisions of Sections 5.03 and 5.08 of the Deposit Agreement shall apply to the matters arising from the use of the DRS.  The parties agree that the Depositary’s reliance on and compliance with instructions received by the Depositary through the DRS/Profile System and in accordance with the Deposit Agreement, shall not constitute negligence or bad faith on the part of the Depositary.

23.SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER; WAIVER OF IMMUNITIES.

In the Deposit Agreement, the Company has (i) appointed Corporation Service Company,                                                                               , in the State of New York, as

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the Company’s authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consented and submitted to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted and (iii) agreed that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding.

EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) THEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING, WITHOUT LIMITATION, ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

To the extent that the Company or any of its properties, assets or revenues may have or hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or the Deposit Agreement, the Company, to the fullest extent permitted by law, hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity and consents to such relief and enforcement.

24.DISCLOSURE OF INTERESTS.

Notwithstanding any other provision of the Deposit Agreement, each Owner and holder agrees to comply with requests from the Company pursuant to applicable law the rules and requirements of any other stock exchange on which the American Depositary Shares are, or will be, registered, traded or listed, the rules and requirements of any other clearing system through which transactions in the American Depositary Shares may be settled or the Articles of Association to provide information, inter alia, as to the capacity in which such Owner or holder owns American Depositary Shares (and Shares as the case

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may be) and regarding the identity of any other person(s) interested in such American Depositary Shares (and Shares, as the case may be) and the nature of such interest and various other matters, whether or not they are Owners or holders at the time of such request. The Depositary agrees to use its reasonable efforts to forward, upon the written request of the Company and at the expense of the Company, any such written request from the Company to the Owners and to forward, as promptly as practicable, to the Company any such responses to such requests received by the Depositary. If the Company requests information from the Depositary, as the registered holder of the Shares, the obligations of the Depositary shall be limited to disclosing to the Company the information contained in the Depositary’s register.

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EX-10.1

Exhibit 10.1

Dated 13 May 2011

LUXFER HOLDINGS PLC

LLOYDS TSB BANK PLC and CLYDESDALE BANK PLC (trading as Yorkshire
Bank)

as Mandated Lead Arrangers

The parties listed in part 1 of schedule 1

as Borrowers

The parties listed in part 2 of schedule 1

as Guarantors

LLOYDS TSB BANK PLC

as Agent

LLOYDS TSB BANK PLC

as Security Trustee

SENIOR FACILITIES AGREEMENT

ADDLESHAW GODDARD

Contents

	Clause	Page
1	Definitions and interpretation	1
2	The Facilities	35
3	Purpose	38
4	Conditions of utilisation	38
5	Utilisation	41
6	Optional currencies	42
7	Ancillary Facilities	43
8	Bilateral Facilities	47
9	Repayment	48
10	Illegality, voluntary prepayment and cancellation	50
11	Mandatory prepayment	52
12	Restrictions	53
13	Interest	54
14	Interest Periods	55
15	Changes to the calculation of interest	56
16	Fees	59
17	Tax gross up and indemnities	60
18	Increased costs	69
19	Other indemnities	70
20	Mitigation by the Lenders	71
21	Costs and expenses	72
22	Guarantee and indemnity	72
23	Representations	77
24	Information undertakings	87
25	Financial covenants	91
26	General undertakings	97
27	Events of Default	107
28	Changes to the Lenders	113
29	Restriction on Debt Purchase Transactions	118
30	Changes to the Obligors	119
31	Role of the Agent, the Arrangers and others	122
32	Conduct of business by the Finance Parties	129
33	Sharing among the Finance Parties	130
34	Payment mechanics	131
35	Set-off	135
36	Notices	135
37	Calculations and certificates	137
38	Partial invalidity	137
39	Remedies and waivers	137
40	Amendments and waivers	138
41	Confidentiality	141
42	Publicity	144
43	Counterparts	144
44	Governing law	145
45	Enforcement	145
	Schedule
1	Part 1 - Original Borrowers	146

	Part 2 - Original Guarantors	146
	Part 3 - The Original Lenders	147
2	Conditions precedent	148
	Part 1 - Conditions precedent to signing this Agreement	148
	Part 2 - Conditions precedent to initial Utilisation	150
	Part 3 - Conditions precedent required to be delivered by an Additional Obligor	154
3	Requests and Notices	156
	Part 1 – Utilisation Request	156
	Part 2 - Selection Notice	158
	Part 3 - Withdrawal Request	159
4	Mandatory Cost Formula	160
5	Form of Transfer Certificate	163
6	Form of Assignment Agreement	167
7	Form of Accession Deed	171
8	Form of Resignation Letter	174
9	Form of Compliance Certificate	175
10	Timetables	176
11	Form of Increase Confirmation	177
12	Forms of Notifiable Debt Purchase Transaction Notice	181
	Part 1 - Form of Notice on Entering into Notifiable Debt Purchase Transaction	181
	Part 2 - Form of Notice on Termination of Notifiable Debt Purchase Transaction / Notifiable Debt Purchase Transaction ceasing to be with Sponsor Affiliate	182

This Agreement dated 13 May 2011

Between

(1)Luxfer Holdings PLC (registered in England and Wales with number 3690830)(Company);

(2)The parties listed in part 1 schedule 1 (Original Borrowers);

(3)The parties listed in part 2 of schedule 1 (Original Guarantors);

(4)Lloyds TSB Bank plcandClydesdale Bank plc (trading as Yorkshire Bank) as mandated lead arrangers (whether acting individually or together theArrangers);

(5)The Financial Institutions listed in part 3 (The Original Lenders) of schedule 1 as lenders (Original Lenders);

(6)Lloyds TSB Bank plc, Clydesdale Bank PLC (trading as Yorkshire Bank) and Bank of America N.A. as ancillary facilities providers(Original Ancillary Lenders);

(7)Lloyds TSB Bank plc as agent of the other Finance Parties(Agent); and

(8)Lloyds TSB Bank plc as security trustee for the Finance Parties (Security Trustee).

It is agreed

1Definitions and interpretation

1.1Definitions

In this Agreement:

ABL Facilitymeans the facility provided pursuant to the facility agreement dated 26 April 2006 between the Company and Bank of America. N.A (in various capacities)

Acceptable Bankmeans:

(a)a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A-1 or higher by Standard & Poor’s Rating Services, F(1) + or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investors Service Limited or a comparable rating from an internationally recognised credit rating agency or

(b)any other bank or financial institution approved by the Agent, or if the Agent is an Impaired Agent the Majority Lenders

Accession Deed means a document substantially in the form set out in schedule 7 (Form of Accession Deed)

Accounting Principles means the international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements

Accounting Reference Date has the meaning given to it in section 391 of the CA 2006

Additional Borrower means a company which becomes an Additional Borrower in accordance with clause 30.2 (Additional Borrowers)

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Additional Cost Rate has the meaning given to it in schedule 4 (Mandatory Cost Formula)

Additional Guarantor means a company which becomes an Additional Guarantor in accordance with clause 30.4 (Additional Guarantors)

Additional Obligor means an Additional Borrower or an Additional Guarantor

Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company

Agent’s Spot Rate of Exchange means the Agent’s spot rate of exchange for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11.00 a.m. on a particular day

Ancillary Commencement Date means, in relation to an Ancillary Facility, the date on which that Ancillary Facility is first made available, which date shall be a Business Day within the Availability Period for the Revolving Facility

Ancillary Commitment means, in relation to an Ancillary Lender and an Ancillary Facility, the maximum Base Currency Amount which that Ancillary Lender has agreed to make available from time to time under an Ancillary Facility and which has been authorised as such under clause 7 (Ancillary Facilities), to the extent that amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Ancillary Facility

Ancillary Document means each document relating to or evidencing the terms of an Ancillary Facility

Ancillary Facility means any ancillary facility made available by an Ancillary Lender in accordance with clause 7 (Ancillary Facilities)

Ancillary Lender means any Lender which makes available an Ancillary Facility in accordance with clause 7 (Ancillary Facilities), initially being the Original Ancillary Lenders

Ancillary Outstandings means, at any time, in relation to an Ancillary Lender and an Ancillary Facility then in force the aggregate of the equivalents (as calculated by that Ancillary Lender) in the Base Currency of the following amounts outstanding under that Ancillary Facility:

(a)the principal amount under each overdraft facility (net of any credit balances on any account of any Borrower of an Ancillary Facility with the Ancillary Lender making available that Ancillary Facility to the extent that the credit balances are freely available to be set off by that Ancillary Lender against liabilities owed to it by that Borrower under that Ancillary Facility)

(b)the face amount of each letter of credit under that Ancillary Facility (less any amount prepaid or repaid in respect of such instrument and taking account of any decrease in the liability under such instrument as a consequence of a decrease in the underlying liability in respect of which such instrument was issued) and

(c)the amount fairly representing the aggregate exposure (excluding interest and similar charges) of that Ancillary Lender under each other type of accommodation provided under that Ancillary Facility,

in each case as determined by such Ancillary Lender, acting reasonably in accordance with its normal banking practice and in accordance with the relevantop Ancillary Document

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Annual Financial Statements means the financial statements for a Financial Year delivered pursuant to clause 24.1(a) (Financial statements)

Anti-Terrorism Law means any US state or federal law relating to terrorism or money laundering, including the Executive Order, the USA Patriot Act and the Money Laundering Control Act of 1986, Public Law 99-570

Articles means the articles of association of the Company

Assignment Agreement means an agreement substantially in the form set out in schedule 6 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee provided that if that other form does not contain the undertaking set out in the form set out in schedule 6 (Form of Assignment Agreement) it shall not be a Creditor/Agent Accession Undertaking as defined in, and for the purposes of, the Intercreditor Deed

Auditors means one of PricewaterhouseCoopers LLP, Ernst & Young LLP, KPMG Audit PLC, Deloitte & Touche LLP, Grant Thornton LLP, Soren McAdam Christenson LLP or any other firm approved in advance by the Majority Lenders (such approval not to be unreasonably withheld or delayed)

Authorisation means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration

Availability Period means:

(a)in relation to Facility A, the period from and including the date of this Agreement to and including the last day of the Certain Funds Period

(b)in relation to the Revolving Facility, the period from and including the date of this Agreement to and including the date falling 1 Month before the Termination Date of such facility

Available Commitment means, in relation to a Facility, a Lender’s Commitment under that Facility minus:

(a)the Base Currency Amount of its participation in any outstanding Loans under that Facility and, in the case of the Revolving Facility only, the Base Currency Amount of the aggregate of its Ancillary Commitments and

(b)in relation to any duly requested proposed Loan, the Base Currency Amount of its participation in any other Loans that are due to be made under that Facility on or before the proposed Utilisation Date and, in the case of the Revolving Facility only, the Base Currency Amount of its Ancillary Commitment in relation to any new Ancillary Facility that is due to be made available on or before the proposed Utilisation Date

For the purposes of calculating a Lender’s Available Commitment in relation to any proposed Loan under the Revolving Facility only, the following amounts shall not be deducted from a Lender’s Commitment under that Facility:

(i)that Lender’s participation in any Revolving Facility Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date and

(ii)that Lender’s Ancillary Commitments to the extent that they are due to be reduced or cancelled on or before the proposed Utilisation Date

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Available Facility means, in relation to a Facility, the aggregate for the time being of each Lender’s Available Commitment in respect of that Facility

Base Case Model means the financial model dated 4 April 2011 in agreed form prepared by the Company including profit and loss account, balance sheet and cashflow projections relating to the Group

Base Currency means sterling

Base Currency Amount means:

(a)in relation to a Loan, the amount specified in the Utilisation Request delivered by a Borrower (or the Company on its behalf) for that Loan (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is 3 Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request in accordance with the terms of this Agreement)

(b)in relation to an Ancillary Commitment, the amount specified as such in the notice delivered to the Agent by the Company pursuant to clause 7.2 (Availability) or

(c)if the amount specified is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is 3 Business Days before the Ancillary Commencement Date for that Ancillary Facility or, if later, the date the Agent receives the notice of the Ancillary Commitment in accordance with the terms of this Agreement

as adjusted to reflect any repayment, prepayment or consolidation of a Loan, or (as the case may be) cancellation or reduction of an Ancillary Facility

Base Reference Bank Rate means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Base Reference Banks:

(a)in relation to LIBOR, as the rate at which the relevant Base Reference Bank could borrow funds in the London interbank market or

(b)in relation to EURIBOR, as the rate at which the relevant Base Reference Bank could borrow funds in the European interbank market

in the relevant currency and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period

Base Reference Banks means, in relation to LIBOR, the principal London offices of Lloyds TSB Bank plc, Clydesdale Bank plc and Bank of America and, in relation to EURIBOR, the principal office in Lloyds TSB Bank plc, Clydesdale Bank plc and Bank of America or such other banks as may be appointed by the Agent in consultation with the Company

Bilateral Document means each document relating to or evidencing the terms of a Bilateral Facility

Bilateral Facility means a bilateral facility made available to an Obligor by a Bilateral Lender in accordance with clause 8 (Bilateral Facilities)

Bilateral Lender means each Lender

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Bilateral Limit means in respect of each Bilateral Lender the amount set opposite its name under the heading Bilateral Limit in part 3 (The Original Lenders) of schedule 1 (or its equivalent in any currency) each Bilateral Lender’s exposure and limit being calculated in accordance with the relevant Bilateral Lender’s usual policy

Borrower means an Original Borrower or an Additional Borrower unless it has ceased to be a Borrower in accordance with clause 30 (Changes to the Obligors)

Break Costs means the amount (if any) by which:

(a)the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the amount of the Loan or Unpaid Sum received been paid on the last day of that Interest Period

exceeds:

(b)the amount which that Lender would be able to obtain by placing an amount equal to the amount of the Loan or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period

Budget means:

(a)in relation to the period beginning on 1 January 2011 and ending on 31 December 2011, the Base Case Model to be delivered by the Company to the Agent pursuant to clause 4.1 (Initial conditions precedent) and

(b)in relation to any other period, the budget delivered by the Company to the Agent in respect of that period pursuant to, and in accordance with, clause 24.4 (Budget)

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in London, and:

(a)in relation to any date for payment or purchase of a currency other than euro, the principal financial centre of the country of that currency or

(b)in relation to any date for payment or purchase of euro, any TARGET Day

CA2006 means the Companies Act 2006

Cash Equivalent Investments means at any time:

(a)certificates of deposit maturing within 3 Months after the relevant date of calculation and issued by an Acceptable Bank

(b)any investment in marketable debt obligations issued or guaranteed by the government of the United States of America or any member state of the European Economic Area, or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within 3 Months after the relevant date of calculation and not convertible or exchangeable to any other security

(c)commercial paper not convertible or exchangeable to any other security:

(i)for which a recognised trading market exists

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(ii)issued by an issuer incorporated in the United States of America or any member State of the European Economic Area

(iii)which matures within 3 Months after the relevant date of calculation and

(iv)which has a credit rating of either A-1 or higher by Standard & Poor’s Rating Services, F-1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investors Service Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating

(d)any investment in money market funds which

(i)have a credit rating of either A-1 or higher by Standard & Poor’s Rating Services, F-1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investors Service Limited

(ii)invest substantially all their assets in securities of the types described in paragraphs (a) to (c) and

(iii)can be turned into cash on not more than 30 days’ notice or

(e)any other debt security approved by the Majority Lenders

in each case, denominated in sterling or an Optional Currency and to which an Obligor is alone or together with other Obligors beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security (other than Security arising under the Transaction Security Documents)

Certain Funds Period means the period beginning on the date of this Agreement and ending on the date falling:

(a)5 Business Days after the date of this Agreement unless the Company has served a prepayment notice in respect of all the Existing Notes under clause Sections 3.1 and 3.2 of the Existing Note Documents (Prepayment Notice) or

(b)45 days after the date of the Prepayment Notice provided the Company has served the Prepayment Notice in accordance with the time period set out in limb (a) above

Change of Control means any person or group of persons acting in concert gains direct or indirect control of the Company. For the purposes of this definition:

(a)control of the Company means:

(i)the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(A)cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a general meeting of the Company or

(B)appoint or remove all, or the majority, of the directors or other equivalent officers of the Company or

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(C)give directions with respect to the operating and financial policies of the Company with which the directors or other equivalent officers of the Company are obliged to comply

(ii)(the holding beneficially of more than 50% of the issued share capital of the Company (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital)

(b)acting in concert means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition, directly or indirectly, of shares in the Company by any of them, either directly or indirectly, to obtain or consolidate control of the Company

Charged Property means all of the assets of the Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security

Closing Date means the date the Agent gives the notice to the Company pursuant to clause 4.1(c)

Commitment means a Facility A Commitment or the Revolving Facility Commitment

Compliance Certificate means a certificate substantially in the form set out in schedule 9 (Form of Compliance Certificate)

Confidential Information means all information relating to the Company, any Obligor, the Group, the Finance Documents or a Facility in respect of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Facility from either:

(a)any member of the Group, or any of its advisers or

(b)another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(i)is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of clause 41 (Confidentiality) or

(ii)is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers or

(iii)is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality

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Confidentiality Undertaking means a confidentiality undertaking substantially in the recommended form of the LMA for the time being or in any other form agreed between the Company and the Agent

Contribution Notice means a contribution notice issued by the Pensions Regulator under section 38 or section 47 of the Pensions Act 2004

CTA means the Corporation Tax Act 2009

Czech Subsidiary means Magnesium Elektron Recycling CZ S.R.O.

Debenture means the debenture entered into by the Original Obligors pursuant to clause 4.1

Debt Purchase Transaction means, in relation to a person, a transaction where such person:

(a)purchases by way of assignment or transfer

(b)enters into any sub-participation in respect of or

(c)enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of

any Commitment or amount outstanding under this Agreement

Default means an Event of Default or any event or circumstance specified in clause 27 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default

Defaulting Lender means any Lender (other than Lender which is a Sponsor Affiliate):

(a)which has failed to make its participation in a Loan available or has notified the Agent that it will not make its participation in a Loan available, in each case, by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders’ participation) or

(b)which has otherwise rescinded or repudiated a Finance Document

unless, in the case of paragraph (a) above

(i)its failure to pay is caused by

(A)administrative or technical error or

(B)a Disruption Event and

and payment is made within 5 Business Days of its due date or

(ii)the Lender is disputing in good faith whether it is contractually obliged to make the payment in question

Defined Benefit Scheme means each of the following:

(a)Luxfer Group Pension Plan

(b)Luxfer Group Supplementary Pension Plan

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(c)BA Holdings inc. Defined Benefit Pension Plan

(d)Pension Plan for Hourly Employees of Luxfer Inc

(e)BA Holdings Inc. Executive Supplemental Retirement Plan

(f)IPC Supplementary Pension scheme and

(g)IDR Termination Indemnities

Delegate means any delegate, agent, nominee, attorney or co-trustee appointed by the Security Trustee

Designated Gross Amount has the meaning given to that term in clause 7.2 (Availability)

Designated Net Amount has the meaning given to that term in clause 7.2 (Availability)

Designated Person means a person:

(a)listed on the annex to the Executive Order

(b)owned or controlled by, or acting for or on behalf of, any person listed on the annex to the Executive Order

(c)listed on the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC of the United States Department of the Treasury, as updated or amended from time to time

(d)whose property has been blocked, or is subject to seizure, forfeiture or confiscation, under any applicable Anti-Terrorism Law or

(e)that commits, threatens or conspires to commit or support “terrorism” as defined in the Executive Order

Disruption Event means either or both of:

(a)a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties or

(b)the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i)from performing its payment obligations under the Finance Documents or

(ii)from communicating with other Parties in accordance with the terms of the Finance Documents

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted

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Dormant Subsidiary means a member of the Group which does not trade (for itself or as agent for any person) and does not own, legally or beneficially, assets (including indebtedness owed to it) which in aggregate have a value of £20,000 or more or its equivalent in other currencies

Employee Plan means, at any time, an “employee pension benefit plan” as defined in section 3(2) of ERISA and subject to Title IV of ERISA (other than a Multiemployer Plan) then or at any time during the previous six years maintained for, or contributed to (or to which there is or was an obligation to contribute) on behalf of, employees of any Obligor or ERISA Affiliate

Environment means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:

(a)air (including, without limitation, air within natural or man made structures, whether above or below ground)

(b)water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers) and

(c)land (including, without limitation, land under water)

Environmental Claim means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law

Environmental Law means any applicable law or regulation which relates to:

(a)the pollution or protection of the Environment

(b)the conditions of the workplace or

(c)the generation, handling, storage, use, release or spillage of any substance which alone, or in combination with any other, is capable of causing harm to the Environment, including without limitation, any waste

Environmental Permits means any permit and other Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any member of the Group conducted on or from any Real Property owned or used by any member of the Group

ERISA means the US Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder

ERISA Affiliate means each person (as defined in section 3(9) of ERISA) that is a member of a controlled group of, or under common control with, any Obligor, within the meaning of section 414 of the Internal Revenue Code

ERISA Event means any of the following events:

(a)any reportable event, as defined in section 4043(c) of ERISA, with respect to an Employee Plan as to which the PBGC has not by regulation waived the requirement of section 4043(a) of ERISA that it be notified within thirty days of the occurrence of that event. However, a failure to meet the minimum funding standard of section 412 of the Internal Revenue Code or section 302 of ERISA shall be a reportable event for the purposes of this paragraph (a) regardless of the issuance of any waiver under said sections

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(b)the requirements of subsection (1) of section 4043(b) of ERISA (without regard to subsection (2) of that section) are met with respect to a contributing sponsor, as defined in section 4001(a)(13) of ERISA, of an Employee Plan and an event described in paragraph (9), (10), (11), (12) or (13) of section 4043(c) of ERISA is reasonably expected to occur with respect to that Employee Plan within the following 30 days

(c)the filing under section 4041(c) of ERISA of a notice of intent to terminate any Employee Plan

(d)the termination of any Employee Plan under section 4041(c) of ERISA

(e)the institution of proceedings under section 4042 of ERISA by the PBGC for the termination of, or the appointment of a trustee to administer, any Employee Plan

(f)the failure to make a required contribution to any Employee Plan that would result in the imposition of an encumbrance pursuant to section 412 of the Internal Revenue Code or section 302 of ERISA or

(g)engagement with an Employee Plan in a non-exempt prohibited transaction within the meaning of section 4975 of the Internal Revenue Code or section 406 of ERISA other than as a result of entering into this Agreement

ESOP means the Luxfer Group Employee Share Ownership Plan established by a deed of trust dated 3 November 1997

EURIBOR means, in relation to any Loan in euro:

(a)the applicable Screen Rate or

(b)if no Screen Rate is available for the Interest Period of that Loan, the Base Reference Bank Rate

as of the Specified Time on the Quotation Day in euro and a period comparable to the Interest Period of that Loan

Event of Default means any event or circumstance specified as such in clause 27 (Events of Default)

Excluded Deposit Account means each of the following deposit accounts:

(a)any deposit account specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Company or any of its Subsidiary’s salaried employees

(b)any deposit account credited at any time with an amount not exceeding $100,000 (or its equivalent in any currency) individually and, when aggregated with the amounts in all other such accounts, $500,000 (or its equivalent in any currency)

(c)any deposit account, the balance of which consists solely of funds set aside in connection with tax, trust or similar accounts that are or are or will be promptly applied in the ordinary course of business toward valid applicable obligations of such Obligor

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(d)any “lock-box” deposit account the balance of which is swept on a daily basis into other deposit accounts of the Company or any of its Subsidiaries that are deposit accounts as set forth under the preceding limbs (a) - (c) (inclusive)

Executive Order means Executive Order No. 13224 of September 23, 2001- Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism

Existing Notes means £71,850,977 floating rate notes due 2012 issued by the Company

Existing Note Documents means:

(a)the indenture dated 6 February 2007 made between the Company and The Bank of New York; and

(b)each note issued pursuant to the indenture referred to in limb (a) above

Facility means Facility A or the Revolving Facility

Facility A means the term loan facility made available under this Agreement as described in clause 2.1(a)(i) (The Facilities)

Facility A Commitment means:

(a)in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading Facility A Commitment in part 3 (The Original Lenders) of schedule 1 and the amount of any other commitment relating to Facility A transferred to it in accordance with the terms of this Agreement or assumed by it in accordance with clause 2.2 (Increase) and

(b)in relation to any other Lender, the amount in the Base Currency of any Facility A Commitment transferred to it under this Agreement or assumed by it in accordance with clause 2.2 (Increase)

to the extent:

(i)not cancelled, reduced or transferred by it under this Agreement and

(ii)not deemed to be zero pursuant to clause 29.2 (Disenfranchisement on Debt Purchase Transactions entered into by Sponsor Affiliates)

Facility A Loan means a loan made or to be made under Facility A or the principal amount outstanding for the time being of that loan

Facility A Repayment Date means 30 June and 31 December in each year

Facility Office means:

(a)in respect of a Lender, the office or offices notified by that Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than 7 days’ written notice) as the office or offices through which it will perform its obligations under this Agreement or

(b)in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes

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Fee Letter means any letter or letters dated on or about the date of this Agreement between:

(a)the Original Lenders and the Company or

(b)the Agent and the Company

setting out any of the fees referred to in clause 2.2(e) (Increase) or clause 16 (Fees)

Finance Document means this Agreement, any Accession Deed, any Ancillary Document, any Bilateral Document, any Compliance Certificate, any Fee Letter, any Hedging Agreement, the Intercreditor Deed, any Resignation Letter, any Selection Notice, any Transaction Security Document, any Utilisation Request and any other document designated as a Finance Document by the Agent and the Company

provided that where the term Finance Document is used in, and construed for the purposes of, this Agreement or the Intercreditor Deed, a Hedging Agreement shall be a Finance Document only for the purposes of:

(a)the definition of Material Adverse Effect

(b)paragraph (a) of the definition of Permitted Transaction

(c)the definition of Transaction Document

(d)the definition of Transaction Security Document

(e)clause 1.2(a)(iv) (Interpretation)

(f)clause 22 (Guarantee and indemnity) and

(g)clause 27 (Events of Default) (other than clause 27.15 (Repudiation and rescission of agreements) and clause 27.20 (Acceleration))

provided that where the term Finance Document is used in, and construed for the purposes of, this Agreement or the Intercreditor Deed, a Bilateral Document shall be a Finance Document only for the purposes of clause 22 (Guarantee and indemnity)

Finance Lease means any lease or hire purchase contract which would, in accordance with the Accounting Principles, be treated as a finance or capital lease

Finance Party means the Agent, the Arrangers, the Security Trustee, a Lender, a Hedge Counterparty, any Ancillary Lender or any Bilateral Lender

provided that where the term Finance Party is used in, and construed for the purposes of, this Agreement or the Intercreditor Deed, a Hedge Counterparty shall be a Finance Party only for the purposes of:

(a)the definition of Secured Parties

(b)clause 1.2(a)(i) (Interpretation)

(c)paragraph (c) of the definition of Material Adverse Effect

(d)clause 22 (Guarantee and indemnity) and

(e)clause 32 (Conduct of business by the Finance Parties)

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provided that where the term Finance Party is used in, and construed for the purposes of, this Agreement or the Intercreditor Deed, a Bilateral Lender shall be a Finance Party only for the purposes of clause 22 (Guarantee and indemnity)

Financial Indebtedness means, without double counting, any indebtedness for or in respect of:

(a)monies borrowed and debit balances at banks or other financial institutions

(b)acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent)

(c)any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument

(d)any Finance Leases

(e)receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis)

(f)any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account)

(g)any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of (i) an underlying liability of an entity which is not a member of the Group which liability would fall within one of the other paragraphs of this definition

(h)any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 180 days after the date of supply

(i)any amount raised under any other transaction (including any forward sale or purchase sale and sale back or sale and leaseback agreement) having the commercial or economic effect of a borrowing or otherwise classified as borrowings under the Accounting Principles

(j)any amount raised by the issue of redeemable shares which are redeemable (other than at the option of the issuer) before the Termination Date or are otherwise classified as borrowings under the Accounting Principles

(k)the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j)

Financial Quarter has the meaning given to that term in clause 25 (Financial covenants)

Financial Support Direction means a financial support direction issued by the Pensions Regulator under section 43 of the Pensions Act 2004

Financial Year has the meaning given to that term in clause 25 (Financial covenants)

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Fraudulent Transfer Law means any applicable US Bankruptcy Law (including, without limitation, section 548 of Title 11 of the US Bankruptcy Law) or any US state fraudulent transfer or conveyance statute or any relevant case law

French Subsidiary means Luxfer Gas Cylinders S.A.S

Funds Flow Statement means a funds flow statement in agreed form

Group means the Company and each of its Subsidiaries for the time being

Group Structure Chart means the group structure chart to be delivered by the Company to the Agent pursuant to clause 4.1 (Initial conditions precedent)

Guarantor means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with clause 30 (Changes to the Obligors)

Hedge Counterparty means any person which has become a Party as a Hedge Counterparty in accordance with clause 0 (Accession of Hedge Counterparties) which has become, a party to the Intercreditor Deed as a Hedge Counterparty in accordance with the provisions of the Intercreditor Deed

Hedging Agreement means any master agreement, confirmation, schedule or other agreement in agreed form entered into or to be entered into by the relevant Borrower and a Hedge Counterparty for the purpose of hedging the types of liabilities and/or risks in relation to Facility A which, at the time that that master agreement, confirmation, schedule or other agreement (as the case may be) is entered into, the Hedging Letter requires to be hedged

Hedging Letter means the letter dated on or before the date of this Agreement and made between the Agent and the Company describing the hedging arrangements to be entered into in respect of the interest rate liabilities of the Borrowers

Holding Company means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary

Impaired Agent means the Agent at any time when:

(a)it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment

(b)the Agent otherwise rescinds or repudiates as Finance Document

(c)(if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of Defaulting Lender and, in the case of the events or circumstances referred to in paragraph (a), none of the exceptions apply to that paragraph or

(d)an Insolvency Event has occurred and is continuing with respect to the Agent

unless, in the case of paragraph (a) above:

(i)its failure to pay is caused by:

(A)administrative or technical error, or

(B)a Disruption Event and

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(ii)payment is made within 5 Business Days of its due date or

(iii)the Agent is disputing in good faith whether it is contractually obliged to make the payment in question

Increase Confirmation means a confirmation substantially in the form set out in schedule 11 (Form of Increase Confirmation)

Increase Lender has the meaning given to that term in clause 2.2 (Increase)

Internal Revenue Code means the US Internal Revenue Code of 1986, as amended from time to time, and any and all regulations and rulings issued thereunder

Information Memorandum means the document dated 7 January 2011 in the form approved by the Company concerning the Group which, at the request of the Company and on its behalf in relation to this transaction prior to the date of this Agreement in connection with the Facilities

Information Package means the Base Case Model and the Information Memorandum

Insolvency Event means, in relation to a Finance Party:

(a)any receiver, administrative receiver, administrator, liquidator, compulsory manager or other similar officer is appointed in respect of that Finance Party or all or substantially all of its assets

(b)that Finance Party is subject to any event which has an analogous effect to any of the events specified in paragraph (a) under the applicable laws of any jurisdiction or

(c)that Finance Party suspends making payments on all or substantially all of its debts or publicly announces an intention to do so

Intellectual Property means:

(a)any patents, trade marks, service marks, designs, business names, copyrights, database rights, design rights, domain names, moral rights, inventions, confidential information, know-how and other intellectual property rights and interests (which may now or in the future subsist), whether registered or unregistered and

(b)the benefit of all applications and rights to use such assets of each member of the Group (which may now or in the future subsist)

Intercreditor Deed means the intercreditor deed dated the same date as this Deed and made between, among others, the Company, the Debtors (as defined in the Intercreditor Agreement), Lloyds TSB Bank plc as Security Trustee, Lloyds TSB Bank plc as senior agent, the Lenders (as Senior Lenders), the Arrangers (as Senior Arrangers), the Ancillary Lenders (as Senior Lenders), the Hedge Counterparties (each as defined in the Intercreditor Deed), each Bilateral Lender, the Noteholders and the Intra-Group Lenders (as defined in the Intercreditor Deed)

Interest Period means, in relation to a Loan, each period determined in accordance with clause 14 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with clause 13.3 (Default interest)

ITA means the Income Tax Act 2007

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Joint Venture means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity

Legal Reservations means:

(a)the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors

(b)the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of UK stamp duty may be void and defences of set-off or counterclaim

(c)the possibility that the courts may recharactarise any security purporting to be a fixed charge as a floating charge (or vice versa) and

(d)similar principles, rights and defences under the laws of any Relevant Jurisdiction

Lender means:

(a)any Original Lender and

(b)any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with clause 2.2 (Increase) or clause 28 (Changes to the Lenders)

which in each case has not ceased to be a Lender in accordance with the terms of this Agreement

LIBOR means, in relation to any Loan:

(a)the applicable Screen Rate or

(b)(if no Screen Rate is available for the currency or Interest Period of that Loan) the Base Reference Bank Rate

as of the Specified Time on the Quotation Day for the currency of that Loan and a period comparable to the Interest Period of that Loan

Limitation Acts means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984

LMA means the Loan Market Association

Loan means a Facility A Loan or a Revolving Facility Loan

Major Breach means any breach of:

(a)clause 26.7 (Change of business)

(b)clause 26.8 (Acquisitions)

(c)clause 26.11 (Pari passu ranking)

(d)clause 26.12 (Negative pledge)

(e)clause 26.13 (Disposals)

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(f)clause 26.15 (Loans or credit)

(g)clause 26.16 (No Guarantees or indemnities)

(h)clause 26.17 (Dividends and share redemption)

(i)clause 26.18 (Notes)

(j)clause 26.19 (Financial Indebtedness) and

(k)clause 26.21 (Insurance)

Major Default means any of the following Events of Default:

(a)clause 27.1 (Non-payment)

(b)clause 27.2 (Financial covenants and other obligations)

(c)clause 27.3 (Other obligations) but only insofar as it relates to a Major Breach

(d)clause 27.4 (Misrepresentation) but only insofar as it relates to a Major Representation

(e)clause 27.6 (Insolvency) and clause 27.7 (Insolvency proceedings) and

(f)clause 27.9 (Unlawfulness and invalidity) and clause 27.15 (Repudiation and rescission of agreements) and

(g)clause 27.19 (ERISA)

Majority Lenders means:

(a)(for the purposes of clause 40.2(a) (Required consents) in the context of a waiver in relation to a proposed Loan of the Revolving Facility (other than a Loan on the Closing Date) of the condition in clause 4.2 (Further conditions precedent)), a Lender or Lenders whose Revolving Facility Commitments aggregate more than 662/3 per cent of the Total Revolving Facility Commitments and

(b)(in any other case), a Lender or Lenders whose Commitments aggregate more than 662/3 per cent of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 662/3 per cent of the Total Commitments immediately prior to that reduction)

Major Representation means each of the representations set out in clause 23.2 (Status) to clause 23.6(a) (Validity and admissibility in evidence) inclusive, clause 23.25 (Obligors), clause 23.31 (US Regulations) and clause 23.32 (Sanctions)

Mandatory Cost means the percentage rate per annum calculated by the Agent in accordance with schedule 4 (Mandatory Cost Formula)

Margin means:

(a)subject to clause 15.1 (Margin adjustment), in relation to each Loan, 2.5% per annum

(b)in relation to any Unpaid Sum relating or referable to a Facility, the rate per annum specified for that Facility and

18

(c)in relation to any other Unpaid Sum, the highest rate specified above

Margin Stock shall have the meaning ascribed to such term under Regulation U, Regulation T or Regulation X of the Board of Governors of the Federal Reserve System

Material Adverse Effect means in the reasonable opinion of the Majority Lenders a material adverse effect on:

(a)the business, operations, property, condition (financial or otherwise) or prospects of the Group taken as a whole

(b)the ability of an Obligor to perform its payment obligations under the Finance Documents (taking into account the financial resources available to that Obligor from other members of the Group) or

(c)the validity or enforceability of, or the effectiveness or ranking of any Security granted or purporting to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents

Material Company means, at any time:

(a)an Obligor

(b)a wholly-owned member of the Group that holds shares in an Obligor or

(c)a Subsidiary of the Company which has earnings before interest, tax and amortisation calculated on the same basis as EBITA representing 5% or more of EBITA, or has gross assets, (excluding intra-group items) representing 5%, or more of the gross assets of the Group, calculated on a consolidated basis

Compliance with the conditions set out in paragraph (c) shall be determined by reference to the most recent Compliance Certificate supplied by the Company and/or the latest audited financial statements of that Subsidiary (consolidated in the case of a Subsidiary which itself has Subsidiaries) and the latest audited consolidated financial statements of the Group. However, if a Subsidiary has been acquired since the date as at which the latest audited consolidated financial statements of the Group were prepared, the financial statements shall be deemed to be adjusted in order to take into account the acquisition of that Subsidiary (that adjustment being certified by the Group’s Auditors as representing an accurate reflection of the revised EBITA and gross assets of the Group)

A report by the Auditors of the Company that a Subsidiary is or is not a Material Company shall, in the absence of manifest error, be conclusive and binding on all Parties

Material Provision means each of clause 24.1 (Financial statements) to 24.3 (Requirements as to financial statements), clause 26.6 (Merger) to 26.8 (Acquisitions) (inclusive), clause 26.11 (Pari passu ranking), clause 26.12 (Negative pledge), clause 26.13 (Disposals), clauses 26.15 (Loans or credit) to 26.19 (Financial Indebtedness) (inclusive), clause 26.21 (Insurance) and clause 26.35 (ERISA)

Month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)(subject to paragraph (c)) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that

19

period is to end if there is one, or if there is not, on the immediately preceding Business Day

(b)if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month and

(c)if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end

The above rules will only apply to the last Month of any period.

Monthly Financial Statements means the financial statements delivered pursuant to clause 24.1(b) (Financial statements)

Multiemployer Plan means, at any time, a multiemployer plan (as defined in section 4001(a)(3) of ERISA) then or at any time during the previous five years maintained for, or contributed to (or to which there is or was an obligation to contribute) on behalf of, employees of any Obligor or an ERISA Affiliate

New Lender has the meaning given to it in clause 28.1 (Assignments and transfers by the Lenders)

Notes means the notes issued pursuant to the Note Documents

Note Documents means:

(a)the note purchase agreement for up to US $65,000,000 entered into by BA Holdings Inc on or around the date of this Agreement

(b)the guarantee entered into by each Obligor on or around the Closing Date in the form set out in the note purchase agreement referred to in limb (a) above and

(c)each note issued pursuant to the note purchase agreement referred to in limb (a) above

(d)the hedging letter issued pursuant to the note purchase agreement referred to in limb (a) above

(e)a letter dated 21 March 2011 between the Company and Pricoa Capital Group and

(f)any other Note Document as defined in the note purchase agreement referred to in limb (a) above

Notifiable Debt Purchase Transaction has the meaning given to that term in clause 29.2 (Disenfranchisement on Debt Purchase Transactions entered into by Sponsor Affiliates)

Obligor means a Borrower or a Guarantor

OFAC means the Office of Foreign Asset Control of the US Department of the Treasury

Optional Currency means a currency (other than the Base Currency) which complies with the conditions set out in clause 4.3 (Conditions relating to Optional Currencies)

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Original Financial Statements means:

(a)in relation to the Company (i) in respect of any representation to be given on the date of this Agreement, its consolidated audited financial statements for its financial year ended 31 December 2009 and its consolidated unaudited financial statements for its financial year ended 31 December 2010 and (ii) in any other respect its consolidated audited financial statements for its financial year ended 31 December 2010

(b)in relation to the Company the consolidated unaudited monthly management accounts for the period from 1 January 2011 to 31 March 2011

(c)in relation to each other member of the Group (other than BA Holdings Inc, Luxfer Australia Pty Limited, Hart Metals Inc, MEL Chemicals Inc, Magnesium Elektron North America Inc, Niagra Metallurgical Products Limited and Reade Manufacturing Company), its audited financial statements for the financial year ended 31 December 2009 and

(d)in relation to any other Obligor, its audited financial statements delivered to the Agent as required by clause 30 (Changes to the Obligors)

Original Obligor means an Original Borrower or an Original Guarantor

Participating Member State means any member state of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union

Party means a party for the time being to this Agreement

PBGC means the Pension Benefit Guaranty Corporation of the US established pursuant to section 4002 of ERISA or any entity succeeding to all or any of its functions under ERISA

Pensions Regulator means the body corporate called the Pensions Regulator established under Part I of the Pensions Act 2004

Permitted Acquisition means:

(a)an acquisition pursuant to a Permitted Share Issue

(b)the incorporation of a company which on incorporation becomes a member of the Group, but only if:

(i)that company is incorporated in England and Wales or the US with limited liability and

(ii)if the shares in the company are owned by an Obligor, Security over the shares of that company, in form and substance satisfactory to the Agent, is created in favour of the Security Trustee on its incorporation

(c)an acquisition by a member of the Group of an asset sold, leased, transferred or otherwise disposed of by another member of the Group in circumstances constituting a Permitted Disposal

(d)an acquisition (not being an acquisition by the Company), of (A) all of the issued share capital of a limited liability company or (B) (if the acquisition is made by a

21

limited liability company) a business or undertaking carried on as a going concern, but only if:

(i)no Default is continuing on the closing date for the acquisition or would occur as a result of the acquisition;

(ii)the acquired company, business or undertaking is incorporated or established, and carries on its principal business in, the European Union, the United States of America or such other jurisdiction approved by the Agent (acting on the instructions of all the Lenders) (such approval to be provided unless (i) the jurisdiction is a jurisdiction that is on a restricted list for a Finance Party and/or (ii) the acquired company would under the terms of this Agreement have to accede as an Additional Guarantor and the security principles of the relevant jurisdiction prevent it providing the Security required by the Agent) and is engaged in a business substantially the same as that carried on by the Group; and

(iii)the consideration (including associated costs and expenses) for the acquisition and any Financial Indebtedness or other assumed actual or contingent liability, in each case remaining in the acquired company (or any such business) at the date of acquisition (when aggregated with the consideration (including associated costs and expenses) for any other Permitted Acquisition and any Financial Indebtedness or other assumed actual or contingent liability, in each case remaining in any such acquired companies or businesses at the time of acquisition (the “Total Purchase Price”)) does not exceed in aggregate £10,000,000 (or its equivalent) and only if such acquisition is not funded by a Revolving Facility Utilisation or

(e)an acquisition permitted by the Agent (acting on the instructions of the Majority Lenders (such consent not to be unreasonably withheld or delayed)) in writing

Permitted Cash Balance means £7,000,000 (or its equivalent in any currency)

Permitted Disposal means any sale, lease, licence, transfer or other disposal which, except in the case of paragraph (b), is on arm’s length terms:

(a)of trading stock or cash made by any member of the Group in the ordinary course of trading of the disposing entity

(b)of any asset by a member of the Group (Disposing Company) to another member of the Group (Acquiring Company), but if:

(i)the Disposing Company is an Obligor, the Acquiring Company must also be an Obligor

(ii)the Disposing Company had given Security over the asset, the Acquiring Company must give equivalent Security over that asset in form and substance satisfactory to the Security Trustee and

(iii)the Disposing Company is a Guarantor, the Acquiring Company must be a Guarantor guaranteeing at all times an amount no less than that guaranteed by the Disposing Company

(c)of assets in exchange for other assets comparable or superior as to type, value or quality (provided that if the assets disposed of are subject to Security in favour of the

22

Security Trustee the exchanged assets are also subject to the same or similar Security in favour of the Security Trustee)

(d)of assets (other than assets which are subject to a fixed charge in favour of the Security Trustee) to a Permitted Joint Venture

(e)of obsolete or redundant vehicles, plant and equipment for cash

(f)of Cash Equivalent Investments for cash or in immediate exchange for other Cash Equivalent Investments

(g)constituted by a licence of intellectual property rights permitted by clause 26.24 (Intellectual Property)

(h)arising as a result of any Permitted Security

(i)of cash by way of a Permitted Loan

(j)of cash in order to complete a Permitted Acquisition

(k)of assets for cash where the higher of the market value or the net consideration receivable in respect of such asset when aggregated with the higher of the market value or the net consideration receivable for any other sale, lease, licence, transfer or other disposal of an asset not allowed under the preceding paragraphs) does not exceed £8,000,000 (or its equivalent) in aggregate and does not exceed £2,000,000 (or its equivalent) in any Financial Year or

(L)that is a Permitted Transaction

Permitted Distribution means:

(a)the payment of a dividend to any member of the Group by any of that member of the Group’s Subsidiaries

(b)the payment of a dividend by the Company provided:

(i)no Default has occurred and is continuing or would result from such payment

(ii)Leverage (as shown in latest Compliance Certificate) does not exceed 2.5:1 and

(iii)at the time the proposed dividend is made the forecasted Leverage for the next 12 month (assuming payment of any proposed dividends during that period) does not exceed 2.5:1

(c)the redemption of up to £50,000 B preference shares at par value (plus any accrued dividend) issued by the Company to Brian Purves and Ian Mckinnon or

(d)the payment of any other dividend agreed between the Company and the Agent (acting on the instructions of the Majority Lenders)

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Permitted Financial Indebtedness means Financial Indebtedness:

(a)arising under any of the Finance Documents, the Note Documents, in each case as in force on the date of this Agreement and amended from time to time in compliance with this Agreement and the lntercreditor Deed

(b)arising under a Permitted Loan, a Permitted Guarantee or as permitted by clause 26.28 (Treasury transactions)

(c)arising under a foreign exchange transaction for spot or forward delivery entered into in connection with protection against fluctuation in currency rates where that foreign exchange exposure arises in the ordinary course of trade or in respect of Loans made in Optional Currencies, but not a foreign exchange transaction for investment or speculative purposes

(d)under finance or capital leases of vehicles, plant, equipment or computers, provided that the aggregate capital value of all such items so leased under outstanding leases by members of the Group does not exceed £2,000,000 (or its equivalent in other currencies) at any time

(e)of a company that becomes a member of the Group as a result of a Permitted Acquisition provided that the Financial Indebtedness is repaid in full within 45 days of that company becoming a member of the Group

(f)arising under any Bilateral Facility

(g)not permitted by the preceding paragraphs and the outstanding amount does not exceed £400,000 (or its equivalent) in aggregate for the Group at any time

(h)performance bonds issued in the ordinary course of trading in respect of non-financial obligations

(i)any Financial Indebtedness (existing as at the date of this Agreement) pursuant to the ABL Facility and/or the Existing Note Documents so long as the Financial Indebtedness is irrevocably discharged no later than the Closing Date and

(j)permitted by the Agent (acting on the instructions of the Majority Lenders) in writing

Permitted Guarantee means:

(a)the endorsement of negotiable instruments in the ordinary course of trade

(b)any guarantee to a property landlord of which a member of the Group is a tenant

(c)any performance or similar bond guaranteeing performance by a member of the Group under any contract entered into in the ordinary course of trade

(d)any guarantee or indemnity arising under any Transaction Document

(e)any indemnity given by a member of the Group for its liabilities in the ordinary course of trade

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(f)a guarantee in respect of Financial Indebtedness permitted under limb (h) of the definition of Permitted Financial Indebtedness

(g)a guarantee of Financial Indebtedness as part of a Permitted Joint Venture

(h)a guarantee in respect of obligations of an Obligor or a guarantee by a non-Obligor in respect of the obligations of another member of the Group made in the ordinary course of business

(i)any guarantee given in respect of the netting or set-off arrangements permitted pursuant to paragraph (c) of the definition of Permitted Security

(j)any guarantee or indemnity given by a member of the Group in respect of any obligations of an employee or officer of a member of the Group, which obligations shall not exceed £100,000 (or its equivalent) in aggregate for all such obligations supported by such guarantee or indemnity pursuant to this clause (j) outstanding at any time or

(k)any guarantee (existing as at the date of this Agreement) given in respect of the Financial Indebtedness in relation to the ABL Facility or the Existing Note Documents so long as such guarantees are irrevocably released, removed or discharged no later than the Closing Date

Permitted Joint Venture means any investment by any member of the Group:

(a)where the joint venture interest is held through an entity incorporated or formed with limited liability and

(i)the joint venture is incorporated in, the European Union, the United States of America or such other jurisdiction approved by the Agent (acting on the instructions of all the Lenders) (such approval to be provided unless the jurisdiction is a jurisdiction that is on a restricted list for a Finance Party)

(ii)the joint venture investment is made on arm’s length terms

(iii)that entity carries on or owns the same, a similar, complementary or related business to that carried on by the Group and

(iv)the aggregate (without double counting) of:

(A)all outstanding amounts lent, advances, contributed to or for equity in, or otherwise invested in, all such entities by members of the Group and

(B)the market value (at the date of transfer or contribution) of all assets transferred or contributed to all such entities by members of the Group to the extent exceeding the value of the consideration for such transfers or contributions and

(v)all outstanding Financial Indebtedness incurred (whether by way of guarantee or otherwise) in relation to all such entities by members of the Group

shall not after the date of this Agreement, when taken together with any contingent liability of the Permitted Joint Venture, exceed £10,000,000 (or its equivalent) or

25

(b)permitted by the Agent acting on the instruction of the Majority Lenders (such consent not to be unreasonably withheld or delayed) in writing

Permitted Loan means:

(a)any trade credit extended by any member of the Group to its customers on normal commercial terms and in the ordinary course of its trading activities

(b)Financial Indebtedness which is referred to in the definition of, or otherwise constitutes, Permitted Financial Indebtedness

(c)any loan made to a Permitted Joint Venture

(d)any loan or advance made to employees of any member of the Group which loans and advances shall not exceed £100,000 in aggregate for all loans to employees (or its equivalent) outstanding at any time

(e)any loan, advance or other financial facility in an aggregate amount not to exceed £500,000 in any calendar year made available to the trustee of the ESOP, the trustee of any other employee share ownership plan or similar trust or to an employee whether for the purpose of acquiring ordinary, preference or deferred shares in the Company or any member of the Group, provided that such loan, advance or other financial facility may not exceed £5,000,000 at any one time outstanding

(f)a loan made by an Obligor to another Obligor or made by a member of the Group which is not an Obligor to another member of the Group

(g)any loan made by an Obligor to a member of the Group which is not an Obligor so long as:

(i)the aggregate amount of the Financial Indebtedness under any such loans does not exceed £10,000,000 (or its equivalent) at any time or

(ii)such loan is funded by the issue of shares pursuant to limb (a) of the definition of Permitted Share Issue or

(h)any loan (other than a loan that would fall within one of the limbs set out above) so long as the aggregate amount of Financial Indebtedness under any such loan does not exceed £500,000 (or its equivalent) at any time

so long as in the case of paragraphs (f) and (g) above the creditor of such Financial Indebtedness shall (if it is an Obligor) grant security over its rights in respect of such Financial Indebtedness in favour of the Secured Parties on terms acceptable to the Agent (acting on the instructions of the Majority Lenders (acting reasonably))

Permitted Security means:

(a)any lien arising by operation of law and in the ordinary course of trading and not as a result of any default or omission by any member of the Group

(b)any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of members of the Group but only so long as (i) such arrangement does not permit credit balances of Obligors to be netted or set off against debit balances of members of the Group which are not Obligors and (ii) such arrangement

26

does not give rise to other Security over the assets of Obligors in support of liabilities of members of the Group which are not Obligors

(c)any payment or close out netting or set-off arrangement pursuant to any Treasury Transaction or foreign exchange transaction entered into by a member of the Group which constitutes Permitted Financial Indebtedness, excluding any Security or Quasi-Security under a credit support arrangement

(d)any Security or Quasi-Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a member of the Group in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any member of the Group

(e)any Quasi-Security arising as a result of a disposal which is a Permitted Disposal

(f)any Security or Quasi-Security arising as a consequence of any finance or capital lease permitted pursuant to paragraph (d) of the definition of “Permitted Financial Indebtedness”

(g)any Security pursuant to the Security Documents or

(h)any Security or Quasi-Security (existing as at the date of this Agreement) over the assets of the Group pursuant to the ABL Facility so long as the Security or Quasi-Security is irrevocably released, removed or discharged no later than the Closing Date

Permitted Share Issue means an issue of:

(a)ordinary shares by the Company, paid for in full in cash upon issue and which by their terms are not redeemable and where such issue does not lead to a Change of Control of the Company

(b)any shares issued in connection with the ESOP where such issue does not lead to a Change of Control and

(c)shares by a member of the Group (other than the Company) which is a Subsidiary to any Holding Company where (if the existing shares of the Subsidiary are the subject of the Transaction Security) the newly-issued shares also become subject to the Transaction Security on the same terms

Permitted Transaction means:

(a)any disposal required, Financial Indebtedness incurred, guarantee, indemnity or Security or Quasi-Security given, or other transaction arising, under the Finance Documents

(b)the solvent liquidation or reorganisation of any member of the Group which is not an Obligor so long as any payments or assets distributed as a result of such liquidation or reorganisation are distributed to other members of the Group or

(c)transactions (other than (i) any sale, lease, license, transfer or other disposal and (ii) the granting or creation of Security or the incurring or permitting to subsist of Financial Indebtedness) conducted in the ordinary course of trading on arm’s length terms

27

Qualifying Lender has the meaning given to that term in clause 17 (Tax gross up and indemnities)

Quarter Date means the last day of a Financial Quarter

Quarterly Financial Statements means the financial statements for each Financial Quarter delivered pursuant to clause 24.1 (Financial statements)

Quasi-Security has the meaning given to that term in clause 26.12 (Negative pledge)

Quotation Day means, in relation to any period for which an interest rate is to be determined:

(a)if the currency is sterling, the first day of that period

(b)if the currency is euro, 2 TARGET Days before the first day of that period or

(c)for any other currency, 2 Business Days before the first day of that period

unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation Day for that currency will be determined by the Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than 1 day, the Quotation Day will be the last of those days)

Real Property means:

(a)any freehold, leasehold, commonhold or immovable property and

(b)any buildings, fixtures, fittings, fixed plant or machinery from time to time situated on or forming part of that freehold, leasehold, commonhold or immovable property

Receiver means a receiver or receiver and manager or administrative receiver of the whole or any part of the Secured Assets

Receiving Agent means The Bank of New York

Regulation T, Regulation U or Regulation X means Regulation T, U or, as the case may be, X of the Board of Governors of the Federal Reserve System of the US (or any successor) as from time to time in effect and all official rulings and interpretations thereunder or thereof

Related Fund in relation to a fund (first fund), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or adviser is an Affiliate of the investment manager or investment adviser of the first fund

Relevant Interbank Market means:

(a)in relation to euro, the European interbank market and

(b)in relation to any other currency, the London interbank market

Relevant Jurisdiction means, in relation to an Obligor:

(a)its jurisdiction of incorporation

28

(b)any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated

(c)any jurisdiction where it conducts its business and

(d)the jurisdiction whose laws govern the perfection of any of the Transaction Security Documents entered into by it

Relevant Period has the meaning given to that term in clause 25 (Financial covenants)

Repeating Representations means each of the representations set out in clause 23.2 (Status) to clause 23.7 (Governing law and enforcement) (inclusive), clause 23.11 (No default), clause 23.12(g) (No misleading information), clause 23.13 (f), (g) and (h) (Original Financial Statements), clause 23.19 (Ranking) to clause 23.21 (Legal and beneficial ownership) (inclusive), clause 23.27 (Centre of main interests and establishments) and clause 23.32 (Sanctions)

Representative means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian

Resignation Letter means a letter substantially in the form set out in schedule 8 (Form of Resignation Letter)

Revolving Facility means the revolving credit facility made available under this Agreement as described in clause 2.1(a)(ii) (The Facilities)

Revolving Facility Commitment means:

(a)in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading Revolving Facility Commitment in part 3 (The Original Lenders) of schedule 1 and the amount of any other commitment relating to the Revolving Facility transferred to it under this Agreement or assumed by it in accordance with clause 2.2 (Increase) and

(b)in relation to any other Lender, the amount in the Base Currency of any Revolving Facility Commitment transferred to it under this Agreement or assumed by it in accordance with clause 2.2 (Increase)

to the extent not cancelled, reduced or transferred by it under this Agreement

Revolving Facility Loan means a loan made or to be made under the Revolving Facility or the principal amount outstanding for the time being of that loan

Rollover Loan means one or more Revolving Facility Loans:

(a)made or to be made on the same day that a maturing Revolving Facility Loan is due to be repaid

(b)the aggregate amount of which is equal to or less than the amount of the maturing Revolving Facility Loan

(c)In the same currency as the maturing Revolving Facility Loan (unless it arose as a result of the operation of clause 6.2 (Unavailability of a currency)) and

29

(d)made or to be made to the same Borrower for the purpose of refinancing that maturing Revolving Facility Loan

Screen Rate means:

(a)in relation to LIBOR, the British Bankers’ Association Interest Settlement Rate for the relevant currency and period and

(b)in relation to EURIBOR, the percentage rate per annum determined by the Banking Federation of the European Union for the Relevant Period

displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Agent may specify another page or service displaying the appropriate rate after consultation with the Company and the Lenders

Secured Assets means all of the assets of the Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security

Secured Parties means each Finance Party from time to time party to this Agreement, any Receiver or Delegate

Security means a mortgage, charge, pledge, lien, assignment or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect

Selection Notice means a notice substantially in the form set out in part 2 (Selection Notice) of schedule 3

Share Option Documents means each deed of agreement granting options pursuant to parts A and B of the ESOP

Specified Time means a time determined in accordance with schedule 10 (Timetables)

Sponsor Affiliate means Sponsor Management Company (Xco), each of its Affiliates, any trust of which XCo or any of its Affiliates is a trustee, any partnership of which XCo or any of its Affiliates is a partner and any trust, fund or other entity which is managed by, or is under the control of, XCo or any of its Affiliates provided that any such trust, fund or other entity which has been established for at least 6 months solely for the purpose of making, purchasing , or investing in loans or debt securities and which is managed or controlled independently from all other trusts, funds or other entities managed or controlled by XCo or any of its Affiliates which have been established for the primary or main purpose of investing in the share capital of companies shall not constitute a Sponsor Affiliate

Subsidiary means a subsidiary undertaking within the meaning of section 1162 of the CA2006

TARGET2 means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007

TARGET Day means any day on which TARGET2 is open for the settlement of payments in euro

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Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same)

Termination Date means 6 May 2015

Third Parties Act means the Contracts (Rights of Third Parties) Act 1999

Third Party Disposal means the disposal of an Obligor to a person which is not a member of the Group where that disposal is permitted under clause 26.13 (Disposals) or made with the approval of the Majority Lenders (and the Company has confirmed this is the case)

Total Commitments means the aggregate of the Total Facility A Commitments and the Total Revolving Facility Commitments

Total Facility A Commitments means the aggregate of the Facility A Commitments being £30,000,000 at the date of this Agreement

Total Revolving Facility Commitments means the aggregate of the Revolving Facility Commitments being £40,000,000 at the date of this Agreement

Trade Instruments means any performance bonds, advance payment bonds or documentary letters of credit issued in respect of the obligations of any member of the Group arising in the ordinary course of trading of that member of the Group

Transaction Costs means all fees, costs and expenses incurred by the Obligors in connection with the Transaction Documents as set out in the Funds Flow Statement

Transaction Documents means the Finance Documents, the Note Documents, the Articles and any other document designated as a Transaction Document by the Agent and the Company

Transaction Security means the Security created or expressed to be created in favour of the Security Trustee pursuant to the Transaction Security Documents

Transaction Security Documents means:

(a)each of the documents, in agreed form, listed in paragraph 3(d) of part 2 (Conditions precedent to initial Utilisation) of schedule 2

(b)any document required to be delivered to the Agent under paragraph 14 of part 3 (Conditions precedent required to be delivered by an Additional Obligor) of schedule 2 and

(c)any other document entered into by any Obligor creating or expressed to create any Security over all or any part of its assets in respect of the obligations of any of the Obligors under any of the Finance Documents

Transfer Certificate means a certificate substantially in the form set out in schedule 5 (Form of Transfer Certificate) or any other form agreed between the Agent and the Company

Transfer Date means, in relation to an assignment or a transfer, the later of:

(a)the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate and

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(b)the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate

Treasury Transaction means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price

Unpaid Sum means any sum due and payable but unpaid by an Obligor under the Finance Documents

USA Patriot Act means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 of the United States

US or United States means the United States of America

US Bankruptcy Law means the United States Bankruptcy Code of 1978 or any other United States federal or state bankruptcy, insolvency or similar law

US Guarantor means a Guarantor incorporated or formed under the laws of, or of any state (including the District of Columbia) of, the US

US Obligor means an Obligor incorporated or formed under the laws of, or of any state (including the District of Columbia) of, the US

Utilisation means a Loan

Utilisation Date means the date of a Utilisation being the date on which the relevant Loan is to be made

Utilisation Request means a notice substantially in the relevant form set out in part 1 (Utilisation Request) of schedule 3

VAT means value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature

Withdrawal Request means a notice in substantially the form set out in part 3 (Withdrawal Request) of schedule 3

1.2Interpretation

(a)Unless a contrary indication appears, a reference in this Agreement to:

(i)the Agent, the Arrangers, any Finance Party, any Lender, any Obligor, any Party, the Security Trustee, any Ancillary Lender, any Hedge Counterparty, any Bilateral Lender or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees and, in the case of the Security Trustee and the Agent any person for the time being appointed as Security Trustee or Agent (as the case may be) in accordance with the Finance Documents;

(ii)a document in agreed form is a document which is previously agreed in writing by or on behalf of the Agent and the Company or, if not so agreed, is in the form specified by the Agent;

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(iii)assets includes present and future properties, revenues and rights of every description (including any right to receive such revenues);

(iv)a Finance Document or a Transaction Document or any other agreement or instrument is a reference to that Finance Document or Transaction Document or other agreement or instrument as amended, novated, supplemented or restated (however fundamentally) or (in the case of an Ancillary Document or a Bilateral Document) replaced;

(v)guarantee means (other than in clause 22 (Guarantee and indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(vi)indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(vii)a person includes any individual person, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality) or any other entity or body of any description;

(viii)a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but if not having the force of law, then being a type with which persons to which it applies customarily comply) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(ix)a provision of law is a reference to a provision, of any treaty, legislation, regulation, decree, order or by-law and any secondary legislation enacted under a power given by that provision, as amended, applied or re-enacted or replaced (whether with or without modification) whether before or after the date of this Agreement;

(x)a time of day is a reference to London time;

(xi)sterling and £ shall be construed as a reference to the lawful currency of the United Kingdom;

(xii)euro and € shall be construed as a reference to the single currency of Participating Member States; and

(b)Clause and schedule headings are for ease of reference only.

(c)Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(d)Any word importing the singular shall include the plural and vice versa.

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(e)A Borrower providing cash cover for an Ancillary Facility means a Borrower paying an amount in the currency of the Ancillary Facility into an interest-bearing account in the name of such Borrower and the following conditions being met:

(i)the account is with the Ancillary Lender;

(ii)until no amount is or may be outstanding under Ancillary Facility, withdrawals from the account may only be made to pay a Finance Party amounts due and payable to it under this Agreement in respect of the Ancillary Facility; and

(iii)the Borrower has executed a Transaction Security Document over that account, in form and substance satisfactory to the Ancillary Lender with which that account is held, creating a first ranking Security over that account and its deposits.

(f)A Default (other than an Event of Default) is continuing if it has not been remedied or waived and an Event of Default is continuing if it has not been waived, in both cases, to the satisfaction of the Agent acting on the instructions of the Majority Lenders.

(g)A Borrower repaying or prepaying the Ancillary Outstandings means:

(i)that Borrower providing cash cover for the Ancillary Outstandings;

(ii)the maximum amount payable under Ancillary Facility being reduced or cancelled in accordance with its terms; or

(iii)the Ancillary Lender being satisfied that it has no further liability under the Ancillary Facility,

and the amount by which the Ancillary Outstandings are, repaid or prepaid under clauses 1.2(g)(i) and 1.2(g)(ii) is the amount of the relevant cash cover or reduction.

(h)An amount borrowed includes any amount utilised under an Ancillary Facility.

(i)Any certificate provided by a director of an Obligor pursuant to the terms of a Finance Document shall be given without incurring any personal liability.

1.3Third party rights

(a)Unless expressly provided to the contrary in this Agreement a person (other than a Bilateral Lender or a Hedge Counterparty) who is not a Party has no right under the Third Parties Act to enforce or enjoy the benefit of any term of this Agreement.

(b)Unless expressly provided to the contrary in any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement or any other Finance Document entered into under or in connection with it.

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2The Facilities

2.1The Facilities

(a)Subject to the terms of this Agreement, the Lenders make available:

(i)a multicurrency term loan facility the Base Currency Amount of which is equal to the Total Facility A Commitments;

(ii)a multicurrency revolving credit facility the Base Currency Amount of which is equal to the Total Revolving Facility Commitments.

(b)Facility A will be available to all the Borrowers.

(c)The Revolving Facility will be available to all the Borrowers.

(d)Subject to the terms of this Agreement and the Ancillary Documents, an Ancillary Lender may make available an Ancillary Facility to any of the Borrowers in place of all or part of its Revolving Facility Commitment.

(e)Subject to the terms of this Agreement and the Bilateral Documents, a Bilateral Lender may make available a Bilateral Facility to any of the Borrowers.

2.2Increase

(a)The Company may by giving prior notice to the Agent after the effective date of a cancellation of:

(i)the Available Commitments of a Defaulting Lender in accordance with clause 10.7 (Right of cancellation in relation to a Defaulting Lender); or

(ii)the Commitments of a Lender in accordance with clause 10.1 (Illegality),

request that the Total Commitments be increased (and the Total Commitments under that Facility shall be so increased) in an aggregate amount in the Base Currency of up to the amount of the Available Commitments or Commitments so cancelled as follows:

(iii)the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an Increase Lender) selected by the Company (each of which shall not be a Sponsor Affiliate or a member of the Group and which is further acceptable to the Agent (acting reasonably)) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender;

(iv)each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender;

(v)each Increase Lender shall become a Party as a Lender and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase

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Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;

(vi)the Commitments of the other Lenders shall continue in full force and effect; and

(vii)any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in clause 2.2(b) below are satisfied.

(b)An increase in the Total Commitments will only be effective on:

(i)the execution by the Agent of an Increase Confirmation from the relevant Increase Lender;

(ii)in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase:

(A)the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Deed; and

(B)the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Increase Lender.

(c)Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

(d)The Company shall, on the date upon which the increase takes effect, promptly on demand pay the Agent and the Security Trustee the amount of all costs and expenses (including legal fees subject to any cap agreed in advance between the Company and the Agent) reasonably incurred by either of them and, in the case of the Security Trustee, by any Receiver or Delegate in connection with any increase in Commitments under this clause 2.2.

(e)The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter.

(f)Clause 28.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this clause 2.2 in relation to an Increase Lender as if references in that clause to:

(i)an Existing Lender were references to all the Lenders immediately prior to the relevant increase;

(ii)the New Lender were references to that Increase Lender; and

(iii)a re-transfer and re-assignment were references to respectively a transfer and assignment.

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2.3Finance Parties’ rights and obligations

(a)The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b)The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.

(c)A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

2.4Obligors’ agent

(a)Each Obligor (other than the Company) by its execution of this Agreement or an Accession Deed irrevocably appoints the Company to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

(i)the Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including Utilisation Requests), to execute on its behalf any Accession Deed to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and

(ii)each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Company,

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(b)Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ agent or given to the Obligors’ agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ agent and any other Obligor, those of the Obligors’ agent shall prevail.

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3Purpose

3.1Purpose

(a)Each Borrower shall apply all amounts borrowed by it under Facility A and up to £10,000,000 (or its equivalent in any currency), borrowed under the Revolving Facility towards:

(i)payment of the Transaction Costs (other than periodic fees);

(ii)refinancing of the Existing Notes and any utilisations under the Obligor’s existing asset based lending facilities, as described, and in each case in the amounts specified, in the Funds Flow Statement; and

(iii)towards general corporate purposes of the Obligors including payments towards the Company’s defined benefit pension scheme.

(b)Each Borrower shall apply all amounts (other than any amounts referred to in clause 3.1(a) above) borrowed by it under the Revolving Facility and any utilisation of any Ancillary Facility towards the general corporate and working capital purposes of the Obligors and refinancing any utilisations under the Obligor’s existing asset based lending facilities (but not towards repayment or prepayment of any Facility A Loan or, in the case of any utilisation of any Ancillary Facility, towards repayment or prepayment of any Revolving Facility Loan).

3.2Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4Conditions of utilisation

4.1Initial conditions precedent

(a)The Company shall provide the Agent all the documents and other evidence in part 1 (Conditions precedent to signing the Agreement) of schedule 2 in form and substance satisfactory to the Agent on or before the date of this Agreement.

(b)The Lenders will only be obliged to comply with clause 5.4 (Lenders’ participation) in relation to any Loan if on or before the Utilisation Date for that Utilisation, the Agent has received all of the documents and other avidence listed in part 2 (Conditions precedent to be satisfied before initial Utilisation) of schedule 2 in form and substance satisfactory to the Agent.

(c)The Agent shall, in each case, notify the Company and the Lenders promptly upon being so satisfied.

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4.2Further conditions precedent

Subject to clause 4.1 and clause 4.5 the Lenders will only be obliged to comply with clause 5.4 (Lenders’ participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

(a)in the case of a Rollover Loan, no Event of Default is continuing or would result from the proposed Loan and, in the case of any other Loan, no Default is continuing or would result from the proposed Loan; and

(b)in relation to any Loan on the Closing Date, all the representations and warranties in clause 23 (Representations) or, in relation to any other Loan, the Repeating Representations, to be made by each Obligor are true.

4.3Conditions relating to Optional Currencies

(a)A currency will constitute an Optional Currency in relation to a Loan if:

(i)it is readily available in the amount and for the period required and freely convertible into the Base Currency in the Relevant Interbank Market on the Quotation Day and the Utilisation Date for that Loan; and

(ii)it is Euro or US Dollar or has been approved by the Agent (acting on the instructions of all the Lenders) on or prior to receipt by the Agent of the relevant Utilisation Request for that Loan.

(b)If the Agent has received a written request from the Company for a currency to be approved under clause 4.3(a)(ii), the Agent will confirm to the Company by the Specified Time:

(i)whether or not the Lenders have granted their approval; and

(ii)if approval has been granted, the minimum amount for any subsequent Loan in that currency.

4.4Maximum number of Loans

(a)A Borrower (or the Company on its behalf) may not deliver a Utilisation Request if as a result of the proposed Loan:

(i)more than five Facility A Loans would be outstanding; or

(ii)more than 10 Revolving Facility Loans would be outstanding.

(b)A Borrower may not request that a Facility A Loan be divided.

(c)Any Loan made by a single Lender under clause 6.2 (Unavailability of a currency) shall not be taken into account in this clause 4.4.

4.5Loans during the Certain Funds Period

(a)In this clause 4.5 Certain Funds Tranche shall mean that part of Facility A and the Revolving Facility that is required to repay the Existing Notes (as identified in the Funds Flow Statement) up to a maximum aggregate amount of £40,000,000 (or its equivalent in any currency). Subject to clause 4.1 during the Certain Funds Period,

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notwithstanding any provision in this Agreement to the contrary, no Lender is entitled to:

(i)refuse to participate in or make available any Loan in respect of the Certain Funds Tranche only;

(ii)cancel any Commitment for a Loan in respect of the Certain Funds Tranche only;

(iii)take any of the actions described in clause 27.20 (Acceleration) or cause, or require, any repayment or prepayment of any Loan in respect of the Certain Funds Tranche only;

(iv)exercise any right of rescission, cancellation, set off, repudiation or counterclaim or any similar right, or remedy, which it may have in relation to any Loan in respect of the Certain Funds Tranche only;

(v)rescind, terminate or cancel this Agreement, rely on any rescission, termination or cancellation of this Agreement or make or enforce any claim it may have in any Finance Document, where to do so would prevent or limit the making of any Loan in respect of the Certain Funds Tranche only; or

(vi)take any steps to enforce any Security Document so as to prevent or inhibit the refinance of the Existing Notes.

except as provided in clause 4.5(b).

(b)Clause 4.5(a) does not apply if the entitlement arises because:

(i)a Major Default is continuing or would result from the making of the proposed Loan; or

(ii)it is unlawful for a Lender to perform its obligations under the Finance Documents; or

(iii)a Change of Control occurs; or

(iv)the Agent has not received all of the documents and other evidence referred to in clause 4.1(b) in accordance with that clause; or

(v)the Agent has not received a Utilisation Request served in accordance with clause 5 (Utilisation).

(c)Nothing in this clause 4.5 operates as a waiver of any Default or will affect the rights of the Lenders in respect of any outstanding Default upon expiry of the Certain Funds Period, irrespective of whether that Default occurred during the Certain Funds Period or not, and the Lenders may exercise all or any of their rights and remedies set out in this Agreement in respect of any continuing Default upon expiry of the Certain Funds Period (including without limitation its rights under clause 27.20 (Acceleration)).

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5Utilisation

5.1Delivery of a Utilisation Request

A Borrower (or the Company on its behalf) may request a Loan by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

5.2Completion of a Utilisation Request

(a)Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i)it identifies the Borrower and the Facility to be utilised;

(ii)the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;

(iii)the currency and amount of the Loan comply with clause 5.3; and

(iv)the proposed Interest Period complies with clause 14 (Interest Periods).

(b)Multiple Loans may be requested in a Utilisation Request where the proposed Utilisation Date is the Closing Date. Only 1 Loan may be requested in each subsequent Utilisation Request.

(c)The amount of each Facility A Loan, or part, which is to be utilised to refinance the Existing Notes shall be transferred to the Receiving Agent to be dealt with in accordance with the redemption requirements set out in section 3 of the indenture referred to in the definition of Existing Note Documents.

5.3Currency and amount

(a)The currency specified in a Utilisation Request must be the Base Currency or an Optional Currency.

(b)The amount of the proposed Loan must be:

(i)in respect of Facility A, equal to or less than the Available Facility;

(ii)in respect of the Revolving Facility:

(A)if the currency selected is the Base Currency, a minimum of £1,500,000 (and a multiple of £500,000) or, if less, the Available Facility; or

(B)if the currency selected is Euro, a minimum of Euro 2,000,000 (and a multiple of Euro 500,000) or, if less, the Available Facility; or

(C)if the currency selected is US Dollar, a minimum of $2,000,000 (and a multiple of $500,000) or, if less, the Available Facility; or

(D)if the currency selected is an Optional Currency other than Euro or US Dollar, the minimum amount specified by the Agent pursuant to clause 4.3(b)(ii) (Conditions relating to Optional Currencies) or, if less, the Available Facility.

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5.4Lenders’ participation

(a)If the conditions set out in this Agreement have been met and subject to clause 9.2 (Repayment of Revolving Facility Loans), each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

(b)The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making that Loan.

(c)The Agent shall determine the Base Currency Amount of each Loan which is to be made in an Optional Currency and notify each Lender of the amount, currency and the Base Currency Amount of each Loan and the amount of its participation in that Loan and, if different, the amount of that participation to be made available in cash, by the Specified Time.

5.5Limitations on Loans

(a)The Revolving Facility shall not be utilised unless Facility A has been fully utilised.

(b)The maximum aggregate amount of the Ancillary Commitments of all the Lenders shall not at any time exceed £17,000,000 (or its equivalent in any currency).

(c)The maximum aggregate amount of the Ancillary Commitments of all the Lenders in respect of overdraft facilities and bilateral loan facilities shall not at any time exceed £10,000,000 (or its equivalent in any currency).

(d)The maximum aggregate amount of the Ancillary Commitments of all the Lenders in respect of letters of credit facility shall not at any time exceed £7,000,000 (or its equivalent in any currency).

5.6Cancellation of Commitment

(a)The Facility A Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for Facility A.

(b)The Revolving Facility Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for the Revolving Facility.

6Optional currencies

6.1Selection of currency

A Borrower (or the Company on its behalf) shall select the currency of a Loan in a Utilisation Request.

6.2Unavailability of a currency

If before the Specified Time on any Quotation Day a Lender notifies the Agent that:

(a)the Optional Currency requested is not readily available to it in the amount and for the period required; or

(b)compliance with its obligation to participate in a Loan in the proposed Optional Currency would contravene a law or regulation applicable to it,

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the Agent will give notice to the Company to that effect by the Specified Time on that day. In this event, any Lender that gives notice pursuant to this clause 6.2 will be required to participate in the Loan in the Base Currency (in an amount equal to that Lender’s proportion of the Base Currency Amount, or in respect of a Rollover Loan in an amount equal to that Lender’s proportion of the Base Currency Amount of the Rollover Loan that is due to be made) and its participation will be treated as a separate Loan denominated in the Base Currency during that Interest Period.

6.3Agent’s calculations

Each Lender’s participation in a Loan will be determined in accordance with clause 5.4 (Limitations on Loans).

7Ancillary Facilities

7.1Type of Facility

An Ancillary Facility may be by way of:

(a)an overdraft facility;

(b)a letter of credit facility; or

(c)a bilateral loan facility.

7.2Availability

(a)If the Company and a Lender agree and except as otherwise provided in this Agreement, that Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Revolving Facility Commitment (which shall (except for the purposes of determining the Majority Lenders and of clause 40.4 (Deemed consent)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).

(b)An Ancillary Facility shall not be made available unless, not later than 14 days prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company:

(i)a notice in writing of the establishment of an Ancillary Facility and specifying:

(A)the proposed Borrower(s) which may use the Ancillary Facility;

(B)the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility;

(C)the proposed type of Ancillary Facility to be provided;

(D)the proposed Ancillary Lender;

(E)the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account, its maximum gross amount (that amount being Designated Gross Amount) and its maximum net amount (that amount being Designated Net Amount); and

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(F)the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and

(ii)any other information which the Agent may reasonably request in connection with the Ancillary Facility.

(c)The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility.

(d)

(i)No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.

(ii)The Company shall notify the Agent and provide details of any material amendment or waiver of a term of any Ancillary Facility which does not require the consent of any other Finance Party, no later than 14 days prior to the date of such amendment or waiver.

(e)Subject to compliance with clause 7.2(b):

(i)the Lender concerned will become an Ancillary Lender; and

(ii)the Ancillary Facility will be available,

with effect from the date agreed by the Company and the Ancillary Lender.

7.3Terms of Ancillary Facilities

(a)Except as provided below, the terms of any Ancillary Facility will be those agreed by the Ancillary Lender and the Company.

(b)However, those terms:

(i)must be based upon normal commercial rates and terms at that time (except as varied by this Agreement);

(ii)may allow only Borrowers to use the Ancillary Facility;

(iii)may not allow the Ancillary Outstandings to exceed the Ancillary Commitment;

(iv)may not allow the Ancillary Commitment of a Lender to exceed the Available Commitment with respect to the Revolving Facility of that Lender; and

(v)must require that the Ancillary Commitment is reduced to nil, and that all Ancillary Outstandings are repaid (or cash cover provided in respect of all the Ancillary Outstandings) not later than the Termination Date in relation to the Revolving Facility (or such earlier date as the Revolving Facility Commitment of the relevant Ancillary Lender is reduced to zero).

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(c)If there is any inconsistency between any term of an Ancillary Facility and any term of this Agreement, this Agreement shall prevail except for (i) clause 37.3 (Day count convention) which shall not prevail for the purposes of calculating fees, interest or commission relating to an Ancillary Facility and (ii) an Ancillary Facility comprising more than one account where the terms of the Ancillary Documents shall prevail to the extent required to permit the netting of balances on those accounts and (iii) where the relevant term of this Agreement would be contrary to, or inconsistent with, the law governing the relevant Ancillary Document, in which case that term of this Agreement shall not prevail.

7.4Repayment of Ancillary Facility

(a)An Ancillary Facility shall cease to be available on the Termination Date in relation to the Revolving Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement.

(b)If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment of the Ancillary Lender shall be reduced to zero (and its Revolving Facility Commitment shall be increased accordingly).

(c)No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless:

(i)the Total Revolving Facility Commitments have been cancelled in full, or all outstanding Loans under the Revolving Facility have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Loans under the Revolving Facility immediately due and payable in accordance with the terms of this Agreement, or the expiry date of the Ancillary Facility occurs;

(ii)it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or

(iii)the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Revolving Facility Loan and the Ancillary Lender gives sufficient notice to enable a Loan of the Revolving Facility to be made to refinance those Ancillary Outstandings in accordance with the terms of this Agreement.

Other than demanding repayment, prepayment or cash cover, as the case may be, no Ancillary Lender may exercise any other right, remedy and/or power in connection with any amount or liability owed to it by any Borrower under any Ancillary Facility.

(d)For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in clause 7.4(c)(iii) can be refinanced by a Loan of the Revolving Facility:

(i)the Revolving Facility Commitment of that Lender will be increased by the amount of its Ancillary Commitment; and

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(ii)the Loan may (so long as clause 7.4(c)(i) does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether clause 4.4 (Maximum number of Loans) or clause 5.2(b) (Completion of a Utilisation Request) applies.

(e)On the making of a Loan of the Revolving Facility to refinance Ancillary Outstandings:

(i)each Lender will participate in that Loan in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Revolving Facility Loans then outstanding bearing the same proportion to the aggregate amount of the Revolving Facility Loans then outstanding as its Revolving Facility Commitment bears to the Total Revolving Facility Commitments; and

(ii)the relevant Ancillary Facility shall be cancelled.

(f)In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority as netted for capital adequacy purposes.

7.5Ancillary Outstandings

Each Borrower and each Ancillary Lender agrees with and for the benefit of each Lender that:

(a)the Ancillary Outstandings under any Ancillary Facility provided by that Ancillary Lender shall not exceed the Ancillary Commitment applicable to that Ancillary Facility and where the Ancillary Facility is an overdraft facility comprising more than one account, Ancillary Outstandings under that Ancillary Facility shall not exceed the Designated Net Amount in respect of that Ancillary Facility; and

(b)where all or part of the Ancillary Facility is an overdraft facility comprising more than one account, the Ancillary Outstandings (calculated on the basis that the words in brackets paragraph (a) of the definition of that term were deleted) shall not exceed the Designated Gross Amount applicable to that Ancillary Facility.

7.6Adjustment for Ancillary Facilities upon acceleration

In this clause 7.6:

Revolving Outstandings means, in relation to a Lender, the aggregate of the equivalent in the Base Currency of (i) its participation in each Revolving Facility Utilisation then outstanding (together with the aggregate amount of all accrued interest, fees and commission owed to it as a Lender under the Revolving Facility) and (ii) if the Lender is also an Ancillary Lender, the Ancillary Outstandings in respect of Ancillary Facilities provided by that Ancillary Lender (together with the aggregate amount of all accrued interest, fees and commission owed to it as an Ancillary Lender in respect of the Ancillary Facility).

Total Revolving Outstandings means the aggregate of all Revolving Outstandings.

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(a)If a notice is served under clause 27.20 (Acceleration) (other than a notice declaring Utilisations to be due on demand), each Lender and each Ancillary Lender shall promptly adjust by corresponding transfers (to the extent necessary) their claims in respect of amounts outstanding to them under the Revolving Facility and each Ancillary Facility to ensure that after such transfers the Revolving Outstandings of each Lender bear the same proportion to the Total Revolving Outstandings as such Lender’s Revolving Facility Commitment bears to the Total Revolving Facility Commitments, each as at the date the notice is served under clause 27.20 (Acceleration).

(b)If an amount outstanding under an Ancillary Facility is a contingent liability and that contingent liability becomes an actual liability or is reduced to zero after the original adjustment is made under paragraph (a) above, then each Lender and Ancillary Lender will make a further adjustment by corresponding transfers (to the extent necessary), to put themselves in the position they would have been in had the original adjustment been determined by reference to the actual liability or, as the case may be, zero liability and not the contingent liability.

(c)Prior to the application of the provisions of paragraph (a) of this clause 7.6, an Ancillary Lender that has provided an overdraft comprising more than one account under an Ancillary Facility shall set-off any liabilities owing to it under such overdraft facility against credit balances on any account comprised in such overdraft facility.

(d)All calculations to be made pursuant to this clause 7.6 shall be made by the Agent based upon information provided to it by the Lenders and Ancillary Lenders.

7.7Information

Each Borrower and each Ancillary Lender shall, promptly upon request by the Agent, supply the Agent with any information relating to the operation of an Ancillary Facility (including the Ancillary Outstandings) as the Agent may reasonably request from time to time. Each Borrower consents to all such information being released to the Agent and the other Finance Parties.

7.8Revolving Facility Commitment amounts

Notwithstanding any other term of this Agreement each Lender shall ensure that at all times its Revolving Facility Commitment is not less than its Ancillary Commitment.

8Bilateral Facilities

8.1Type of Facility

A Bilateral Facility may be by way of:

(a)a foreign exchange facility; or

(b)any other facility or accommodation required in connection with the business of the Group (other than any facility or accommodation for the purpose of or having the effect of a term loan or a revolving credit facility) and which is agreed by the Company with a Bilateral Lender.

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8.2Availability

(a)If a Borrower and a Bilateral Lender agree and except as otherwise provided in this Agreement, that Bilateral Lender may provide a Bilateral Facility to that Borrower.

(b)The aggregate amount of all Bilateral Facilities shall at no time exceed the relevant Bilateral Limit.

(c)The Company shall promptly notify the Agent of the establishment of a Bilateral Facility.

(d)No amendment or waiver of a term of a Bilateral Facility shall require the consent of any Finance Party other than the relevant Bilateral Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.

(e)The Company shall notify the Agent and provide details of any material amendment or waiver of a term of any Bilateral Facility which does not require the consent of any Finance Party, no later than 14 days prior to the date of such amendment or waiver.

(f)No Security may be granted by a member of the Group to a Bilateral Lender except for the Security Documents entered into by the Obligors in favour of the Security Trustee.

8.3Information

Each Borrower shall, promptly upon request by the Agent, supply the Agent with any information relating to the terms or operation of a Bilateral Facility as the Agent may reasonably request from time to time. Each Borrower consents to all such information being released to the Agent and the other Finance Parties.

9Repayment

9.1Repayment of Facility A Loans

(a)The Company shall (or shall procure that the Borrowers shall) repay the Facility A Loans in instalments by repaying £1,000,000 on each Facility A Repayment Date falling on or after 30 June 2012.

(b)The Company shall (or shall procure that the Borrower shall) ensure that all Facility A Loans are repaid in full on or before the Termination Date.

(c)A Borrower may not reborrow any part of a Facility A which is repaid.

9.2Repayment of Revolving Facility Loans

(a)Each Borrower which has drawn a Revolving Facility Loan shall repay that Loan on the last day of its Interest Period.

(b)Without prejudice to each Borrower’s obligation under clause 9.2(a) above, if one or more Revolving Facility Loans are to be made available to a Borrower:

(i)on the same day that a maturing Revolving Facility Loan is due to be repaid by that Borrower;

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(ii)in the same currency as the maturing Revolving Facility Loan (unless it arose as a result of the operation of clause 6.2 (Unavailability of a currency)); and

(iii)in whole or in part for the purpose of refinancing the maturing Revolving Facility Loan;

the aggregate amount of the new Revolving Facility Loans shall be treated as if applied in or towards repayment of the maturing Revolving Facility Loan so that:

(A)if the amount of the maturing Revolving Facility Loan exceeds the aggregate amount of the new Revolving Facility Loans:

1)the relevant Borrower will only be required to pay an amount in cash in the relevant currency equal to that excess; and

2)each Lender’s participation (if any) in the new Revolving Facility Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation (if any) in the maturing Revolving Facility Loan and that Lender will not be required to make its participation in the new Revolving Facility Loans available in cash; and

(B)if the amount of the maturing Revolving Facility Loan is equal to or less than the aggregate amount of the new Revolving Facility Loans:

1)the relevant Borrower will not be required to make any payment in cash; and

2)each Lender will be required to make its participation in the new Revolving Facility Loans available in cash only to the extent that its participation (if any) in the new Revolving Facility Loans exceeds that Lender’s participation (if any) in the maturing Revolving Facility Loan and the remainder of that Lender’s participation in the new Revolving Facility Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Revolving Facility Loan.

9.3Effect of cancellation and prepayment on scheduled repayments and reductions

(a)If a Borrower cancels the whole or any part of the Facility A Commitments in accordance with clause 10.3 (Voluntary cancellation) then (other than, in any relevant case, to the extent that any part of the relevant Commitments are subsequently increased pursuant to clause 2.2 (Increase)) in the case of the Facility A Commitments, the amount of the Repayment Instalment for each Facility A Repayment Date falling after that cancellation will reduce in such manner as the relevant Borrower may specify by the amount cancelled.

(b)If the Facility A Commitment is reduced under clause 10.1 (Illegality), clause 10.6 (Right of cancellation and repayment in relation to a single Lender) or clause 10.7 (Right of cancellation in relation to a Defaulting Lender) then (other than, in any relevant case, to the extent that any part of the relevant Commitments are

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subsequently increased pursuant to clause 2.2 (Increase)) in the case of the Facility A Commitments, the amount of the Repayment Instalment for each Facility A Repayment Date falling after that cancellation will reduce pro rata by the amount cancelled.

(c)If any of the Facility A Loans are prepaid in accordance with clause 10.4 (Voluntary prepayment of Facility A Loans) or clause 10.5 (Voluntary prepayment of Revolving Facility Loans) then in the case of Facility A, the amount of the Repayment Instalment for each Facility A Repayment Date falling after that prepayment will reduce in such manner as the relevant Borrower may specify by the amount of the Facility A Loan prepaid.

(d)If any of the Facility A Loans are prepaid in accordance with clause 10.1 (Illegality), clause 11.2 (Disposal and Insurance) or clause 10.6 (Right of cancellation and repayment in relation to a single Lender) then in the case of Facility A, the amount of the Repayment Instalment for each Facility A Repayment Date falling after that prepayment will reduce pro rata by the amount of the Facility A Loan prepaid.

10Illegality, voluntary prepayment and cancellation

10.1Illegality

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in any Loan:

(a)that Lender, shall promptly notify the Agent upon becoming aware of that event;

(b)upon the Agent notifying the Company, the Commitment of that Lender will be immediately cancelled; and

(c)each Borrower shall repay that Lender’s participation in the Loans made to that Borrower on the last day of the then current Interest Period for each Loan occurring after the Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

10.2Mandatory cancellation

All Available Commitments under a Facility shall automatically be cancelled at the end of the Availability Period in respect of that Facility.

10.3Voluntary cancellation

(a)Subject to clause 10.3(b) the Company may, if it gives the Agent not less than 3 Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice, cancel the whole or any part (being a minimum amount of $2,000,000, £1,500,000 or €2,000,000 (or its equivalent in any currency) and a multiple of £250,000 (or its equivalent in any currency)) of an Available Facility. Any cancellation under this clause 10.3 shall reduce the Commitments of the Lenders rateably under that Facility.

(b)Any notice of cancellation of the Available Commitments with respect to the Revolving Facility delivered at any time while Loans under Facility A remain outstanding and/or other Commitments remain uncancelled must be accompanied by

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evidence, in form and substance satisfactory to the Majority Lenders, that the Group will have sufficient working capital facilities available to it following such cancellation.

10.4Voluntary prepayment of Facility A Loans

(a)A Borrower may, if it gives the Agent not less than 3 Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice, prepay the whole or any part of that Facility A Loan (but, if in part, being an amount that reduces the Base Currency Amount of that Facility A Loan by a minimum amount of £2,000,000 (or its equivalent in any currency) and a multiple of £250,000 (or its equivalent in any currency)).

(b)A Facility A Loan may only be prepaid after the last day of its Availability Period (or, if earlier, the day on which the applicable Available Facility is zero).

10.5Voluntary prepayment of Revolving Facility Loans

A Borrower to which a Revolving Facility Loan has been made may, if it or the Company gives the Agent not less than 3 Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice, prepay the whole or any part of a Revolving Facility Loan (but if in part, being a minimum amount of £2,000,000 (or its equivalent in any currency) and a multiple of £250,000 (or its equivalent in any currency)).

10.6Right of cancellation and repayment in relation to a single Lender

(a)If:

(i)any sum payable to any Lender by an Obligor is required to be increased under clause 17.2(c) (Tax gross-up); or

(ii)any Lender claims indemnification from an Obligor under clause 17.3 (Tax indemnity) or clause 18.1 (Increased costs),

the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans.

(b)On receipt of a notice referred to in clause 10.6(a)  in relation to a Lender, the Commitment of that Lender shall immediately be reduced to zero.

(c)On the last day of each Interest Period which ends after the Company has given notice under clause 10.6(a) in relation to a Lender (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan together with all interest and other amounts accrued under the Finance Documents.

10.7Right of cancellation in relation to a Defaulting Lender

(a)If any Lender becomes a Defaulting Lender, the Company may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent 10 Business Days’ notice of cancellation of each Available Commitment of that Lender.

(b)On the notice referred to in clause 10.7(a) above becoming effective, each Available Commitment of the Defaulting Lender shall immediately be reduced to zero.

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(c)The Agent shall as soon as practicable after receipt of a notice referred to in clause 10.7(a) above, notify all the Lenders.

10.8Cash cover

To the extent that, under the terms of this Agreement, an Obligor is obliged to provide cash cover in respect of the Ancillary Facilities, it shall only be entitled to withdraw that cash cover if:

(a)the Company delivers to the Agent a duly completed Withdrawal Request not later than 11am 14 days before the proposed date of withdrawal;

(b)no Default is continuing; and

(c)the amount so withdrawn is applied in immediate prepayment of the Ancillary Facilities.

11Mandatory prepayment

11.1Exit:

Upon the occurrence of:

(a)a Change of Control; or

(b)the sale of all or substantially all of the assets of the Group whether in a single transaction or a series of related transactions,

the Facilities will be cancelled and all outstanding Loans and Ancillary Outstandings, together with accrued interest, and all other amounts accrued under the Finance Documents, shall become immediately due and payable.

11.2Disposal and Insurance

(a)For the purposes of this clause 11.2

Disposal means a sale, lease or licence (other than an occupational rack rent lease or licence), transfer, loan or other disposal by a person of any asset, undertaking or business (whether by a voluntary or involuntary single transaction or series of transactions)

Disposal Proceeds means the consideration receivable by any member of the Group (including any amount receivable in repayment of intercompany debt) for any Disposal made by any member of the Group except for Excluded Disposal Proceeds

Excluded Disposal Proceeds means the proceeds of a Disposal from a Permitted Disposal

Excluded Insurance Proceedsmeans any proceeds of an insurance claim which the Company notifies the Agent are, or are to be, applied:

(i)to meet a third party claim

(ii)to cover operating losses in respect of which the relevant insurance claim was made

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(iii)to the replacement, reinstatement and/or repair of the assets or otherwise in amelioration of the loss in respect of which the relevant insurance claim was made

(iv)by an Obligor to purchase assets useful to the business of the Obligors,

in each case as soon as reasonably practicable after receipt or

(iv)which do not exceed £10,000,000 (or its equivalent) when aggregated together with the proceeds of all other insurance claims (excluding those referred to in (i), (ii) and (iii) of this definition) during the term of this Agreement

Insurance Proceeds means the proceeds of any insurance claim under any insurance maintained by any member of the Group except for Excluded Insurance Proceeds and after deducting any reasonable expenses in relation to that claim which are incurred by any member of the Group to persons who are not members of the Group

(b)Subject to the terms of the lntercreditor Deed, the Company shall ensure (unless the Agent agrees in writing otherwise) that the Borrowers cancel Commitments and prepay Loans in the following amounts at the times and in the order of application contemplated by clause 11.3:

(i)the amount of Disposal Proceeds; and

(ii)the amount of Insurance Proceeds.

11.3Application

(a)A prepayment and/or cancellation made under clause 11.2 shall be applied in the following order:

(i)first pro rata in i) prepayment of the Facility A Loans as contemplated in clause 11.3(b) and ii) in cancellation of Available Commitments under the Revolving Facility (and the Available Commitment of the Lenders under the Revolving Facility will be cancelled rateably);

(ii)second, in prepayment of Revolving Facility Loans and cancellation of Revolving Facility Commitments; and

(iii)third, in repayment and cancellation of the Ancillary Outstandings and cancellation of Ancillary Commitments.

(b)A prepayment relating to the amounts of Disposal Proceeds or Insurance Proceeds made under clause 11.2 shall be made promptly upon receipt of those proceeds.

12Restrictions

12.1Notices of Cancellation or Prepayment

Any notice of cancellation, prepayment, authorisation or other election given by any Party under clause 10 (Illegality, voluntary prepayment and cancellation) or clause 11 (Mandatory prepayment) shall (subject to the terms of those clauses) be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the

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relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

12.2Interest and other amounts

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

12.3No reborrowing of Facility A

A Borrower may not reborrow any part of a Facility A which is prepaid.

12.4Reborrowing of Revolving Facility

Unless a contrary indication appears in this Agreement, any part of the Revolving Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement.

12.5Prepayment in accordance with Agreement

Subject to clause 2.2 (Increase), no Borrower shall repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

12.6No reinstatement of Commitments

Subject to clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

12.7Agent’s receipt of Notices

If the Agent receives a notice or election under clause 10 (Illegality, voluntary prepayment and cancellation) or clause 11 (Mandatory prepayment) it shall promptly forward a copy of that notice or election to either the Company or the affected Lender, as appropriate.

12.8Effect of Repayment and Prepayment on Commitments

If all or part of a Utilisation under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of clause 4.2 (Further conditions precedent), an amount of the Commitments (equal to the Base Currency Amount of the amount of the Utilisation which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this clause 12.8 shall reduce the Commitments of the Lenders rateably under that Facility.

13Interest

13.1Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a)Margin;

(b)LIBOR or, in relation to any Loan in euro, EURIBOR; and

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(c)Mandatory Cost, if any.

13.2Payment of interest

The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period (and, if the Interest Period is longer than 6 Months, on the dates falling at 6 Monthly intervals after the first day of the Interest Period).

13.3Default Interest

(a)If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to clause 13.3(b), is 2% higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this clause 13.3 shall be immediately payable by the Obligor on demand by the Agent.

(b)If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

(i)the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii)the rate of interest applying to the overdue amount during that first Interest Period shall be 2% higher than the rate which would have applied if the overdue amount had not become due.

(c)Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

13.4Notification of rates of Interest

The Agent shall promptly notify the Lenders and the relevant Borrower (or the Company on its behalf) of the determination of a rate of interest under this Agreement.

14Interest Periods

14.1Selection of Interest Periods and terms

(a)A Borrower (or the Company on its behalf) may select an Interest Period for a Loan in the Utilisation Request for that Loan or (if the Loan is a Facility A Loan and has already been borrowed) in a Selection Notice.

(b)Each Selection Notice for a Facility A Loan is irrevocable and must be delivered to the Agent by a Borrower not later than the Specified Time.

(c)If a Borrower fails to deliver a Selection Notice to the Agent in accordance with clause 14.1(b), the relevant Interest Period will, subject to clause 14.2, be 3 Months.

(d)Subject to this clause 14, the Borrower (or the Company on its behalf) may select an Interest Period of 1, 2, 3 or 6 Months or any other period agreed between the Agent (acting on the instructions of all the Lenders in relation to the relevant Loan) and the

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Company. In addition a Borrower (or the Company on its behalf) may select an Interest Period of in relation to Facility A, a period of less than 1 Month, if necessary to ensure that there are Facility A Loans (with an aggregate Base Currency Amount equal to or greater than the Repayment Instalment) which have an Interest Period ending on a Facility A Repayment Date for the Company to make the Repayment Instalment due on that date.

(e)No Interest Period for a Loan shall extend beyond the Termination Date applicable to its Facility.

(f)Each Interest Period for a Facility A Loan shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period.

(g)A Revolving Facility Loan has 1 Interest Period only.

14.2Changes to Interest Periods

(a)Prior to determining the interest rate for a Facility A Loan, the Agent may shorten an Interest Period for any Facility A Loan to ensure there are sufficient Facility A Loans (with an aggregate Base Currency Amount equal to or greater than the Repayment Instalment) which have an Interest Period ending on a Facility A Repayment Date for the Company to make the Repayment Instalment due on that date.

(b)If the Agent makes any of the changes to an Interest Period referred to in this clause 14.2, it shall promptly notify the Company and the Lenders.

14.3Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

14.4Consolidation of Loans

If 2 or more Interest Periods:

(a)relate to Facility A Loans made to the same Borrower; and

(b)end on the same date,

those Facility A Loans will be consolidated into, and treated as, a single Facility A Loan on the last day of the Interest Period.

15Changes to the calculation of interest

15.1Margin adjustment

(a)If:

(i)no Default is continuing;

(ii)a period of at least 12 Months has expired since the Closing Date; and

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(iii)Leverage in respect of the most recently completed Relevant Period (as evidenced by the last Compliance Certificate) is within the range set out below,

then the Margin for each Facility A Loan and each Revolving Facility Loan will be the percentage per annum set out below in the column for that Facility opposite that range:

Leverage	Margin % p.a.
Greater than 2.5:1	2.75
Less than or equal to 2.5:1, but greater than 2.0:1	2.50
Less than or equal to 2.0:1, but greater than 1.5:1	2.25
Less than or equal to 1.5:1 but greater than 1.0:1	2.00
Less than or equal to 1.0:1	1.75

(b)

(i)Any increase or decrease in the Margin shall take effect on the date which is the first day of the next Interest Period for each Facility A Loan and each Revolving Facility Loan.

(ii)If, following receipt by the Agent of the Annual Financial Statements of the Group and related Compliance Certificate, those statements and Compliance Certificate do not confirm the basis for a reduced Margin, then the provisions of clause 13.2 (Payment of interest) shall apply and the Margin for each Facility A Loan and each Revolving Facility Loan shall be the percentage per annum determined in accordance with clause 15.1(a) and the revised ratio of Leverage calculated using the figures in the Compliance Certificate and the Company shall (or shall ensure the relevant Borrower shall) promptly pay to the Agent any amounts necessary to put the Lenders in the position they would have been in had the reduced Margin not have been applied during such period.

(iii)While a Default is continuing unremedied and unwaived, the Margin for each Facility A Loan and each Revolving Facility Loan shall be the highest percentage per annum set out in clause 15.1(a) for a Facility A Loan or a Revolving Facility Loan (as the case may be).

15.2Absence of quotations

Subject to clause 15.3, if LIBOR or, if applicable, EURIBOR is to be determined by reference to the Base Reference Banks but a Base Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable LIBOR or EURIBOR shall be determined on the basis of the quotations of the remaining Base Reference Banks.

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15.3Market disruption

(a)If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

(i)the Margin;

(ii)the rate notified to the Agent by that Lender as soon as practicable and in any event by close of business on the date falling 2 Business Days after the Quotation Day (or, if earlier, on the date falling 2 Business Days prior to the date on which interest is due to be paid in respect of that Interest Period), to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select; and

(iii)the Mandatory Cost, if any, applicable to that Lender’s participation in the Loan.

(b)If:

(i)the percentage rate per annum notified by a Lender pursuant to clause 15.3(a)(ii) above is less than LIBOR or, in relation to any Loan in euro, EURIBOR; or

(ii)a Lender has not notified the Agent of a percentage rate per annum pursuant to clause 15.3(a)(ii) above,

the cost to that Lender of funding its participation in that Loan for that Interest Period shall be deemed, for the purposes of clause 15.3(a) above, to be LIBOR in relation to a loan in euro, EURIBOR.

(c)In this Agreement:

Market Disruption Event means:

(i)at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or only one of the Base Reference Banks supplies a rate to the Agent to determine LIBOR or, if applicable, EURIBOR for the relevant currency and Interest Period or

(i)before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 14 per cent. of that Loan) that the cost to it of funding its participation in that Loan from whatever source it may reasonably select would be in excess of LIBOR or, if applicable, EURIBOR

15.4Alternative basis of interest or funding

(a)If a Market Disruption Event occurs and the Agent or the Company so requires, the Agent and the Company shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

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(b)Any alternative basis agreed pursuant to clause 15.4(a) above shall, with the prior consent of all the Lenders and the Company, be binding on all Parties.

15.5Break Costs

(a)Each Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

(b)Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

16Fees

16.1Commitment fee

(a)The Company shall pay to the Agent (for the account of each Lender) a fee in the Base Currency computed at the rate of:

(i)45% of the applicable Margin on that Lender’s Available Commitment under Facility A for the Availability Period applicable to Facility A; and

(ii)45% of the applicable Margin on that Lender’s Available Commitment under the Revolving Facility for the Availability Period applicable to the Revolving Facility.

(b)The accrued commitment fee is payable on the last day of each successive period of 3 Months which ends during the relevant Availability Period, on the Closing Date, on the last day of the relevant Availability Period and on the cancelled amount of the relevant Lender’s Available Commitment at the time the cancellation is effective.

16.2Participation fee

The Company shall pay to the Original Lenders a participation fee in the amount and at the times agreed in a Fee Letter.

16.3Agency fee

The Company shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

16.4Interest, commission and fees on Ancillary Facilities

The rate and time of payment of interest, commission, fees and any other remuneration in respect of each Ancillary Facility shall be determined by agreement between the relevant Ancillary Lender and the Borrower of that Ancillary Facility based upon normal market rates and terms.

16.5Interest, commission and fees on Bilateral Facilities

The rate and time of payment of interest, commission, fees and any other remuneration in respect of each Bilateral Facility shall be determined by agreement between the relevant

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Bilateral Lender and the Borrower of that Bilateral Facility based upon normal market rates and terms.

17Tax gross up and indemnities

17.1Definitions

In this Agreement:

FATCA means Sections 1471 through 1474 of the Internal Revenue Code, and any regulations thereunder and official interpretations thereof

Non-US Finance Party means a Finance Party that is not a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code

Protected Party means a Finance Party which is or will be subject to any liability or required to make any payment for or on account of Tax in relation to a sum received or receivable or accruing (or any sum deemed for the purposes of Tax to be received or receivable or accruing) under a Finance Document

Qualifying Lender means:

(i)a Lender (other than a Lender within (ii) below) which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and is:

(A)a Lender:

(1)which is a bank (as defined for the purpose of section 879 of ITA) making an advance under a Finance Document or

(2)in respect of an advance made under a Finance Document by a person that was a bank (as defined for the purpose of section 879 of ITA) at the time that that advance was made

and which is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance

(B)a Lender which is:

(1)a company resident in the United Kingdom for United Kingdom tax purposes

(2)a partnership each member of which is:

(a)a company so resident in the United Kingdom or

(b)a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA

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(3)a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company or

(C)a Treaty Lender or

(ii)a building society (as defined for the purposes of section 880 of the ITA) making an advance under a Finance Document

Tax Confirmation means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

(a)a company resident in the United Kingdom for United Kingdom tax purposes

(b)a partnership each member of which is:

(i)a company so resident in the United Kingdom or

(ii)a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA or

(c)a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company

Tax Credit means a credit against, relief or remission for, or repayment of, any Tax

Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document

Tax Payment means either the increase in a payment made by an Obligor to a Finance Party under clause 17.2 or a payment under clause 17.3

Treaty Lender means a Lender which:

(a)is treated as a resident of a Treaty State for the purposes of the Treaty;

(b)does not carry on a business in the United Kingdom through a permanent establishment with which that Lender’s participation in the Loan is effectively connected; and

(c)fulfils any other conditions that must be fulfilled under the relevant Treaty by residents of that Treaty State for such residents to obtain exemption from taxation of interest imposed by the United Kingdom, assuming for these purposes that all relevant procedural steps and formalities have been duly completed.

Treaty State means a jurisdiction having a double taxation agreement (Treaty) with the United Kingdom which makes provision for full exemption from tax imposed by the United Kingdom on interest

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UK Non-Bank Lender means a Lender which gives a Tax Confirmation in the Assignment Agreement or Transfer Certificate which it executes on becoming a Party

Unless a contrary indication appears, in this clause 17 a reference to determines or determined means a determination made in the absolute discretion of the person making the determination, acting in good faith.

17.2Tax gross-up

(a)Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b)The Company shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Company and that Obligor.

(c)If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d)A payment shall not be increased under clause 17.2(c) by reason of a Tax Deduction on account of Tax imposed by the United Kingdom from a payment of interest on a Loan, or an amount treated as interest on a loan for Tax purposes, if on the date on which the payment falls due:

(i)the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or published concession of any relevant taxing authority;

(ii)the relevant Lender is a Qualifying Lender solely by virtue of paragraph (i)(B) of the definition of Qualifying Lender and:

(A)an officer of HM Revenue & Customs has given (and not revoked) a direction (Direction) under section 931 of ITA which relates to that payment and that Lender has received from the Obligor making the payment or from the Company a certified copy of that Direction; and

(B)the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made;

(iii)the relevant Lender is a Qualifying Lender solely by virtue of paragraph (i)(B) of the definition of Qualifying Lender and:

(A)the relevant Lender has not given a Tax Confirmation to the Company; and

(B)the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the

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Company, on the basis that the Tax Confirmation would have enabled the Company to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA;

(iv)the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under clause 17.2(g); or

(v)the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender not granted a sub-participation to a person who, if that person had been a Lender, would not be a Qualifying Lender with regard to that payment but on that date that subparticipant is, if that person had been a Lender, not a Qualifying Lender (or, has ceased to be a Qualifying Lender) other than as a result of any change after the date it became a sub-participant in (or in the official interpretation, administration or application of) any law or treaty, or any published practice or published concession of any relevant taxing authority. For the avoidance of doubt there shall be no obligation on a Finance Party to disclose any sub-participation to any Obligor.

(e)If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(f)Within 28 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(g)

(i)Subject to clause 17.2(g)(ii) below, a Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction

(ii)Nothing in clause 17.2(g)(i) above shall require a Treaty Lender to:

(A)register under the HMRC DT Treaty Passport scheme;

(B)apply the HMRC DT Treaty Passport scheme to any Loan if it has so registered; or

(C)file Treaty forms if it has included an indication to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with clause 17.2(i) below or clause 17.7(a), and the Obligor making that payment has not complied with its obligations under clause 17.2(j) or clause 17.7(b).

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(h)A UK Non-Bank Lender shall promptly notify the Company and the Agent if there is any change in the position from that set out in the Tax Confirmation.

(i)A Treaty Lender which becomes a Party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall include an indication to that effect (for the benefit of the Agent and without liability to any Obligor) by including its scheme reference number and its jurisdiction of tax residence opposite its name in part 3 (The Original Lenders) of schedule 1.

(j)Where a Lender includes the indication described in clause 17.2(i) above in part 3 (The Original Lenders) of schedule 1:

(i)each Original Borrower shall, to the extent that that Lender is a Lender under a Facility made available to that Original Borrower pursuant to clause 2.1 (The Facilities), file a duly completed form DTTP2 in respect of such Lender with HM Revenue & Customs within 30 days of the date of this Agreement and shall promptly provide the Lender with a copy of that filing; and

(ii)each Additional Borrower shall, to the extent that that Lender is a Lender under a Facility made available to that Additional Borrower pursuant to clause 2.1 (The Facilities), file a duly completed form DTTP2 in respect of such Lender with HM Revenue & Customs within 30 days of becoming an Additional Borrower and shall promptly provide the Lender with a copy of that filing.

(k)If a Lender has not included an indication to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with clause 17.2(i) above or clause 17.7(a), no Obligor shall file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Commitments or its participation in any Loan.

(l)A payment shall not be increased under clause 17.2(c) by reason of a Tax Deduction on account of Tax imposed by the United States from a payment of a Loan (i) pursuant to FATCA or (ii) attributable to the failure by a Finance Party to deliver the applicable US tax forms in accordance with clause 17.9.

17.3Tax indemnity

(a)Each Obligor shall, within 3 Business Days of demand by the Agent, pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

(b)Clause 17.3(a) shall not apply:

(i)with respect to any Tax assessed on a Finance Party:

(A)under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

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(B)under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

(ii)to the extent a loss, liability or cost:

(A)is compensated for by an increased payment under clause 17.2; or

(B)would have been compensated for by an increased payment under clause 17.2 but was not so compensated solely because one of the exclusions in clause 17.2(d) or clause 17.2(1) applied.

(c)A Protected Party making, or intending to make a claim under clause 17.3(a) shall promptly notify the Agent of the event which will give, or has given, rise to the claim, and will give details of the amount claimed following which the Agent shall notify the Company.

(d)A Protected Party shall, on receiving a payment from an Obligor under this clause 17.3, notify the Agent.

17.4Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(a)a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part or to that Tax Payment; and

(b)that Finance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shall (provided that no Default is continuing) pay an amount to the Obligor as soon as reasonably practicable from the date on which it has acting reasonably determined that it has obtained, utilised and retained such Tax Credit which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

17.5Refund of Tax Deduction

If a Borrower incorporated in the United Kingdom makes a Tax Deduction in respect of tax imposed by the United Kingdom on interest from a payment of interest to a Treaty Lender, and Clause 17.2 (Tax Gross-up) applies to increase the amount of the payment due to that Treaty Lender from that Borrower, such Borrower shall promptly provide the Treaty Lender with an executed original certificate, in the form required by HM Revenue & Customs, evidencing the Tax Deduction. The Treaty Lender shall, within a reasonable period following receipt of such certificate, apply to HM Revenue & Customs for a refund of the amount of the Tax and following receipt of this refund shall inform the Borrower of such receipt within a reasonable period of such receipt. This Clause 17.5 shall not require a Treaty Lender to apply for a refund of the amount of the Tax Deduction if the procedural formalities required in relation to making such an application are materially more onerous or require the disclosure of materially more information than the procedural formalities required by HM Revenue & Customs as at the date of this Agreement in relation to such an application.

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17.6Lender Status Confirmation

Each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate or Assignment Agreement or an Increase Confirmation which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in:

(a)not a Qualifying Lender;

(b)a Qualifying Lender (other than a Treaty Lender); or

(c)a Treaty Lender.

If a New Lender fails to indicate its status in accordance with this clause 17.6 then such New Lender shall be treated for the purposes of this Agreement (including each Obligor) as if it is not a Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Company). For the avoidance of doubt, a Transfer Certificate or Assignment Agreement or Increase Confirmation shall not be invalidated by any failure of a Lender to comply with this clause 17.6.

17.7HMRC DT Treaty Passport scheme confirmation

(a)A New Lender or an Increase Lender that is a Treaty Lender that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall include an indication to that effect (for the benefit of the Agent and without liability to any Obligor) in the Transfer Certificate, Assignment Agreement or Increase Confirmation which it executes by including its scheme reference number and its jurisdiction of tax residence in that Transfer Certificate, Assignment Agreement or Increase Confirmation.

(b)Where a New Lender or an Increase Lender includes the indication described in clause 17.7(a) above in the relevant Transfer Certificate, Assignment Agreement or Increase Confirmation:

(i)each Borrower which is a Party as a Borrower as at the relevant Transfer Date or the date on which the increase in Total Commitments described in the relevant Increase Confirmation takes effect shall, to the extent that that New Lender or Increase Lender becomes a Lender under a Facility which is made available to that Borrower pursuant to clause 2.1 (The Facilities), file a duly completed form DTTP2 in respect of such Lender with HM Revenue & Customs within 30 days of that Transfer Date or that date on which the increase in Total Commitments takes effect and shall promptly provide the Lender with a copy of that filing; and

(ii)each Additional Borrower which becomes an Additional Borrower after the relevant Transfer Date or the date on which the increase in Total Commitments described in the relevant Increase Confirmation takes effect shall, to the extent that that New Lender or Increase Lender is a Lender under a Facility which is made available to that Additional Borrower pursuant to clause 2.1 (The Facilities), file a duly completed form DTTP2 in respect of such Lender with HM Revenue & Customs within 30 days of becoming an Additional Borrower and shall promptly provide the Lender with a copy of that filing.

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17.8Co-operation

In the event that it is necessary for any procedural formalities to be completed to allow an Obligor to make a payment of interest on a Loan to a Treaty Lender without a Tax Deduction, the Obligor and the Treaty Lender shall co-operate to procure the filing of any relevant tax forms including (to the extent applicable and available under the prevailing law, and only where the HMRC DT Treaty Passport scheme does not apply to a Loan), an application form for an Obligor to obtain authorisation to pay interest to a Treaty Lender without a Tax Deduction in respect of tax imposed by the United Kingdom on interest, and where reasonably practicable such filing shall be made before the end of the relevant Interest Period. Nothing in this clause shall require a Treaty Lender to:

(a)register under the HMRC DT Treaty Passport scheme; or

(b)apply the HMRC DT Treaty Passport scheme to any Loan if it has so registered; or

(c)file Treaty forms if it has included an indication to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with clause 17.2(i) or clause 17.7(a), and the Obligor making that payment has not complied with its obligations under clause 17.2(j) or clause 17.7(b).

17.9US tax forms

(a)Each Finance Party that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to each applicable Obligor and the Agent executed originals of US Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable law or reasonably requested by the applicable Obligor or the Agent as will enable such Obligor or the Agent, as the case may be, certifying to such Finance Party’s exemption from US backup withholding and/or information reporting requirements.

(b)Each Non-US Finance Party shall deliver to each applicable Obligor and the Agent (in such number of copies as shall be requested by the recipient) as soon as reasonably practicable following the date on which such Non-US Finance Party becomes a Finance Party under this Agreement, but no later than three Business Days prior to the date the first payment is due under the Finance Documents to that Non-US Finance Party (and from time to time thereafter upon the request of such Obligor or the Agent), whichever of the following is applicable:

(i)properly completed and duly executed originals of US Internal Revenue Service Form W-8BEN (claiming a complete exemption from United States withholding tax on payments made to such Non-US Finance Party pursuant to the Finance Documents under the benefits of an applicable income tax treaty);

(ii)properly completed and duly executed originals of US Internal Revenue Service Form W-ECI (claiming a complete exemption from United States withholding tax because payments made to such Non-US Finance Party pursuant to the Finance Documents are effectively connected with a US trade or business);

(iii)properly completed and duly executed originals of US Internal Revenue Service Form W-8IMY and all required supporting documentation (claiming a

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complete exemption from United States withholding tax because payments made to such Non-US Finance Party pursuant to the Finance Documents); or

(iv)in the case of a Non-US Finance Party claiming the benefits of the exemption for portfolio interest under Sections 871(h) or 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Non-US Finance Party is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code and (y) properly completed and duly executed originals of US Internal Revenue Service Form W-8BEN.

(c)If a payment made by any Obligor hereunder or under any other Finance Document would be subject to United States withholding tax imposed pursuant to FATCA (including those contained in Sections 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Finance Party shall use commercially reasonable efforts to deliver to such Obligor and the Agent, as reasonably requested by such Obligor, (A) two properly completed and duly executed original certifications prescribed by applicable law and/or reasonably satisfactory to such Obligor and the Agent that establish that such payment is exempt from United States withholding tax imposed pursuant to FATCA and (B) any other documentation reasonably requested by such Obligor sufficient for such Obligor and the Agent to comply with their obligations under FATCA and to determine that such Finance Party has complied with such applicable reporting and other requirements of FATCA.

17.10Stamp taxes

The Obligors shall pay and, within 3 Business Days of demand, indemnify each Secured Party and Arrangers against any cost, loss or liability that Secured Party or Arrangers incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document provided that this clause 17.10 shall not apply in respect of any stamp duty, registration and other similar Taxes which are payable in respect of an assignment transfer or other alienation of any kind by a Lender of any of its rights and/or obligations under a Finance Document.

17.11Value added tax

(a)All amounts set out or expressed in a Finance Document to be payable by any Party to a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause 17.11(b), if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).

(b)If VAT is or becomes chargeable on any supply made by any Finance Party (Supplier) to any other Finance Party (Recipient) under a Finance Document, and any Party other than the Recipient (Subject Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the

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same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such VAT.

(c)Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(d)Any reference in this clause 17.11 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994).

18Increased costs

18.1Increased costs

(a)Subject to clause 18.3 the Obligors shall, within 3 Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:

(i)the introduction or implementation, suspension or revocation of or any change in (or in the interpretation, administration or application of) any law or regulation; or

(ii)compliance with any law or regulation,

occurring or made, as applicable, after the date of this Agreement.

(b)In this Agreement Increased Costs means:

(i)a reduction in the rate of return from a Facility or on a Finance Party’s (or its Affiliate’s) overall capital; or

(ii)an additional or increased cost,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or an Ancillary Commitment or funding or performing its obligations under any Finance Document.

18.2Increased cost claims

(a)A Finance Party intending to make a claim pursuant to clause 18.1 shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Company.

(b)Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

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18.3Exceptions

(a)Clause 18.1 does not apply to the extent any Increased Cost is:

(i)attributable to a Tax Deduction required by law to be made by an Obligor;

(ii)compensated for by clause 17.3 (Tax indemnity) (or would have been compensated for under clause 17.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in clause 17.3(b) (Tax indemnity) applied);

(iii)compensated for by the payment of the Mandatory Cost; or

(iv)attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

(b)In this clause 18.3 reference to a Tax Deduction has the same meaning given to the term in clause 17.1 (Definitions).

19Other indemnities

19.1Currency indemnity

(a)If any sum due from an Obligor under the Finance Documents (Sum), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (First Currency) in which that Sum is payable into another currency (Second Currency) for the purpose of:

(i)making or filing a claim or proof against that Obligor; or

(ii)obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall as an independent obligation, within 3 Business Days of demand by the Agent, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b)Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable (or in which it is otherwise determined to be payable pursuant to clause 34.10 (Change of currency).

19.2Other indemnities

(a)The Company shall (or shall ensure that an Obligor will), within 3 Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by it as a result of:

(i)the occurrence of any Event of Default;

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(ii)a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of clause 33 (Sharing among the Finance Parties);

(iii)funding, or making arrangements to fund, its participation in a Loan requested by a Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of gross negligence or wilful default by that Finance Party alone); or

(iv)a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by a Borrower (or the Company on its behalf).

19.3Indemnity to the Agent

Each Obligor will, within 3 Business Days of demand, indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

(a)investigating any event which it reasonably believes is a Default; or

(b)acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

20Mitigation by the Lenders

20.1Mitigation

(a)Each Finance Party shall, in consultation with the Company, take all reasonable steps to mitigate any circumstances which arise and which would:

(i)result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of clause 10.1 (Illegality), clause 17 (Tax gross up and indemnities), clause 18 (Increased costs) or paragraph 2 of schedule 4 (Mandatory Cost Formula); or

(ii)result in a Facility A Loan not being made available pursuant to clause 4.5(b)(ii) (Loans during the Certain Funds Period),

including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b)Clause 20.1(a) does not in any way limit the obligations of any Obligor under the Finance Documents or in any way limit the rights of the Lender under clauses 4.5(b)(i) and 4.5(b)(iii) (Loans during the Certain Funds Period).

20.2Limitation of liability

(a)The Company shall (or shall ensure that an Obligor will), within 3 Business Days of demand indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under clause 20.1.

(b)A Finance Party is not obliged to take any steps under clause 20.1. if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

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21Costs and expenses

21.1Transaction expenses

The Company shall promptly on demand pay the Agent, the Arrangers and the Security Trustee the amount of all costs and expenses (including legal fees subject to any cap previously agreed between the Company and the Agent) reasonably incurred by any of them (and, in the case of the Security Trustee, by any Receiver or Delegate) in connection with the negotiation, preparation, printing, execution, syndication and perfection of:

(a)this Agreement and any other documents referred to in this Agreement and the Transaction Security; and

(b)any other Finance Documents executed after the date of this Agreement.

21.2Amendment costs

If:

(a)an Obligor requests an amendment, waiver or consent; or

(b)an amendment is required pursuant to:

(i)clause 34.10 (Change of currency); or

(ii)schedule 4 (Mandatory Cost Formula),

the Company shall, within 3 Business Days of demand, reimburse each of the Agent and the Security Trustee for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent and the Security Trustee (and, in the case of the Security Trustee, by any Receiver or Delegate) in responding to, evaluating, negotiating or complying with that request or requirement.

21.3Enforcement and preservation costs

The Company shall, within 3 Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement of, or the preservation of, any rights under any Finance Document and the Transaction Security and any proceedings instituted by or against the Security Trustee or any Receiver or Delegate as a consequence of taking or holding the Transaction Security or enforcing these rights.

22Guarantee and indemnity

22.1Guarantee and indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

(a)guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents;

(b)undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

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(c)agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this clause 22 if the amount claimed had been recoverable on the basis of a guarantee.

22.2Continuing Guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

22.3Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any Security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this clause 22 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

22.4Waiver of defences

The obligations of each Guarantor under this clause 22 will not be affected by an act, omission, matter or thing which, but for this clause 22, would reduce, release or prejudice any of its obligations under this clause 22 (without limitation and whether or not known to it or any Finance Party) including:

(a)any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b)the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(c)the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or Security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security;

(d)any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(e)any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or Security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or Security;

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(f)any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or Security; or

(g)any insolvency or similar proceedings.

22.5Guarantor Intent

Without prejudice to the generality of clause 22.4, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following:

(a)business acquisitions of any nature;

(b)increasing working capital;

(c)enabling investor distributions to be made;

(d)carrying out restructurings;

(e)refinancing existing facilities;

(f)refinancing any other indebtedness;

(g)making facilities available to new borrowers;

(h)any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and

(i)any fees, costs and/or expenses associated with any of the foregoing.

22.6Immediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or Security or claim payment from any person before claiming from that Guarantor under this clause 22. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

22.7Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

(a)refrain from applying or enforcing any other moneys, Security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

(b)hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under this clause 22.

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22.8Deferral of Guarantors’ rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this clause 22:

(a)to be indemnified by an Obligor;

(b)to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance Documents;

(c)to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or Security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

(d)to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under clause 22.1 (Guarantee and indemnity);

(e)to exercise any right of set-off against any Obligor; and/or

(f)to claim or prove as a creditor of any Obligor in competition with any Finance Party.

If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with clause 34 (Payment mechanics).

22.9Release of Guarantors’ right of contribution

If any Guarantor (Retiring Guarantor) ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:

(a)that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and

(b)each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance Document or of any other Security taken pursuant to, or in connection with, any Finance Document where such rights or Security are granted by or in relation to the assets of the Retiring Guarantor.

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22.10US Guarantors

(a)Each US Guarantor acknowledges that:

(i)it will receive valuable direct or indirect benefits as a result of the transactions financed by the Finance Documents;

(ii)those benefits will constitute reasonably equivalent value and fair consideration for the purpose of any Fraudulent Transfer Law;

(iii)each Lender has acted in good faith in connection with the guarantee given by that US Guarantor and the transactions contemplated by the Finance Documents; and

(iv)it has not incurred and does not intend to incur debts beyond its ability to pay as they mature.

(b)Each Lender agrees that each US Guarantor’s liability under this clause is limited to the extent (if any) necessary so that no obligation of, or payment by, any US Guarantor under this clause is subject to avoidance or turnover under any Fraudulent Transfer Law.

(c)Each US Guarantor represents and warrants to each Lender that:

(i)the aggregate amount of its debts (including its obligations under the Finance Documents (other than obligations that are, at the relevant time, wholly contingent or prospective)) is less than the aggregate value (being the lesser of fair valuation and present fair saleable value) of its assets;

(ii)its capital is not unreasonably small to carry on its business as it is being conducted;

(iii)it has not incurred and does not intend to incur debts beyond its ability to pay as they become due; and

(iv)it has not made a transfer or incurred any obligation under any Finance Document with the intent to hinder, delay or defraud any of its present or future creditors.

22.11Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or Security now or subsequently held by any Finance Party.

22.12Guarantee Limitations

This guarantee does not apply to any liability to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of sections 678 or 679 of the CA2006 or any equivalent and applicable provisions under the laws of the jurisdiction of incorporation of the relevant Guarantor and, with respect to any Additional Guarantor, is subject to any limitations set out in the Accession Deed applicable to such Additional Guarantor.

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23Representations

23.1General

Each Obligor makes the representations and warranties set out in this clause 23 to each Finance Party.

23.2Status

(a)It and each of its Subsidiaries is a limited liability corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation.

(b)It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

23.3Binding obligations

Subject to the Legal Reservations:

(a)the obligations expressed to be assumed by it in each Transaction Document to which it is a party are legal, valid, binding and enforceable obligations; and

(b)(without limiting the generality of clause 23.3(a)), each Transaction Security Document to which it is a party creates the Security which that Transaction Security Document purports to create and that Security is valid and effective.

23.4Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Transaction Documents and the granting of the Transaction Security do not and will not conflict with:

(a)any law or regulation applicable to it;

(b)the constitutional documents of any member of the Group; or

(c)any agreement or instrument binding upon it or any member of the Group or any of its or any member of the Group’s assets or constitute a default or termination event (however described) under any such agreement or instrument unless such conflict, default or termination event would not have or is not reasonably likely to have a Material Adverse Effect.

23.5Power and authority

(a)It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Transaction Documents to which it is or will be a party and the transactions contemplated by those Transaction Documents.

(b)No limit on its powers will be exceeded as a result of the borrowing, grant of Security or giving of guarantees or indemnities contemplated by the Transaction Documents to which it is a party.

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23.6Validity and admissibility in evidence

(a)All Authorisations required:

(i)to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is a party; and

(ii)to make the Transaction Documents to which it is a party admissible in evidence in its Relevant Jurisdictions,

have been obtained or effected and are in full force and effect except any Authorisation referred to in clause 23.9 (No filing or stamp taxes).

(b)All Authorisations necessary for the conduct of the business, trade and ordinary activities of the members of the Group have been obtained or effected and are in full force and effect if failure to obtain or effect those Authorisations has or is reasonably likely to have a Material Adverse Effect.

23.7Governing law and enforcement

(a)The choice of governing law of the Finance Documents will be recognised and enforced in its Relevant Jurisdictions.

(b)Any judgment obtained in relation to a Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in its Relevant Jurisdictions.

23.8Insolvency

(a)No:

(i)corporate action, legal proceeding or other procedure or step described in clause 27.7(a) (Insolvency proceedings); or

(ii)creditors’ process described in clause 0 (Creditors’ process),

has been taken or, so far as it is aware, threatened in relation to a member of the Group.

(b)No corporate action, legal proceeding or other procedure or step described in clause 27.7(b) (Insolvency proceedings) has been taken or, so far as it is aware, threatened in relation to any member of the Group incorporated in the US.

(c)None of the circumstances described in clause 27.6 (Insolvency) applies to a member of the Group.

23.9No filing or stamp taxes

Under the laws of its Relevant Jurisdiction it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents except for those registrations specifically set out in any legal opinion delivered to the Agent pursuant to clause 4.1 (Initial conditions precedent).

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23.10Deduction of Tax

It is not required to make any deduction for or on account of Tax from any payment it may make under any Finance Document to a Lender which is:

(a)a Qualifying Lender:

(i)falling within paragraph (i)(A) of the definition of Qualifying Lender;

(ii)except where a Direction has been given under section 931 of the ITA in relation to the payment concerned, falling within paragraph (i)(B) of the definition of Qualifying Lender; or

(iii)falling within paragraph (ii) of the definition of Qualifying Lender or;

(b)a Treaty Lender and the payment is one specified in a direction given by the Commissioners of Revenue & Customs under Regulation 2 of the Double Taxation Relief (Taxes on Income) (General) Regulations 1970 (SI 1970/488).

23.11No default

(a)No Event of Default and, on the date of this Agreement and the Closing Date, no Default is continuing or is reasonably likely to result from the making of any Loan or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.

(b)No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which has or is reasonably likely to have a Material Adverse Effect.

23.12No misleading information

(a)All factual information contained in the Information Package was true and accurate in all material respects as at the date of the relevant report or document containing the information or (as the case may be) as at the date the information is expressed to be given.

(b)The Base Case Model has been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements of the Company, and the financial projections contained in the Base Case Model have been prepared on the basis of recent historical information, are fair and based on reasonable assumptions and have been approved by the board of directors of the Company.

(c)Any financial projection or forecast contained in the Information Package has been prepared on the basis of recent historical information and on the basis of reasonable assumptions and was fair (as at the date of the relevant report or document containing the projection or forecast) and arrived at after careful consideration (it being acknowledged by the Finance Parties that financial projections or forecasts are subject to uncertainties and contingencies and no representation or warranty is given that such financial projections or forecasts will be realised).

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(d)The expressions of opinion or intention provided by or on behalf of an Obligor for the purposes of the Information Package were made after careful consideration and (as at the date of the relevant report or document containing the expression of opinion or intention) were fair and based on reasonable grounds.

(e)No event or circumstance has occurred or arisen and no information has been omitted from the Information Package and no information has been given or withheld that results in the information, opinions, intentions, forecasts or projections contained in the Information Package being untrue or misleading in any material respect.

(f)All material information provided to a Finance Party by or on behalf of the Group on or before the date of this Agreement and not superseded before that date (whether or not contained in the Information Package) is accurate and not misleading in any material respect and all projections provided to any Finance Party on or before the date of this Agreement have been prepared in good faith on the basis of assumptions which were reasonable at the time at which they were prepared and supplied.

(g)All other written information provided by the Company to a Finance Party was true, complete and accurate in all material respects as at the date it was provided and is not misleading in any material respect.

23.13Original Financial Statements

(a)Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied.

(b)Its unaudited Original Financial Statements fairly represent its financial condition and results of operations for the relevant period in accordance with basis of preparation and Accounting Principles unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement.

(c)Its audited Original Financial Statements give a true and fair view of its financial condition and results of operations during the relevant Financial Year.

(d)There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Company) since 31 December 2010.

(e)The Original Financial Statements of the Company do not consolidate the results, assets or liabilities of any person or business which does not form part of the Group (other than in respect of any joint venture) as at the Closing Date.

(f)Its most recent financial statements delivered pursuant to clause 24.1 (Financial statements):

(i)have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements and the Base Case Model; and

(i)give a true and fair view of (if audited) or fairly present (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate.

(g)The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at

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the date they were prepared and supplied (it being acknowledged by the Finance Parties that financial projections or forecasts are subject to uncertainties and contingencies and no representation or warranty is given that such financial projections or forecasts warranties will be realised).

(h)Since the date of the most recent financial statements delivered pursuant to clause 24.1 (Financial statements) there has been no material adverse change in the business, assets or financial condition of the Group.

23.14No proceedings pending or threatened

(a)No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which, if adversely determined, are reasonably likely to result in liabilities to it or any of its Subsidiaries (whether actual or contingent) which has or is reasonably likely to have a Material Adverse Effect have (so far as it is aware) been started or threatened against it or any of its Subsidiaries.

(b)No labour disputes are current or, so far as it is aware, threatened against any member of the Group which have or are reasonably likely to result in liabilities to it or any of its Subsidiaries which has or is reasonably likely to have a Material Adverse Effect.

23.15No breach of laws

It has not (and none of its Subsidiaries has) breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

23.16Environmental laws

(a)It and each of its Subsidiaries is in compliance with clause 26.3 (Environmental compliance) and, so far as it is aware, no circumstances have occurred which would prevent such compliance in a manner or to an extent which has or is reasonably likely to result in a Material Adverse Effect.

(b)No Environmental Claim has been commenced or, so far as it is aware, is threatened against any member of the Group where that claim has or is reasonably likely, if determined against that member of the Group, to result in a Material Adverse Effect.

(c)The cost to the Group of compliance with Environmental Laws (including Environmental Permits) is, so far as it is aware, adequately provided for in the Base Case Model.

23.17Taxation

(a)It is not (and none of its Subsidiaries is) materially overdue in the filing of any Tax returns and it is not (and none of its Subsidiaries is) overdue in the payment of any amount in respect of Tax.

(b)No claims or investigations are being, or are reasonably likely to be, made or conducted against it (or any of its Subsidiaries) with respect to Taxes such that a liability of, or claim against, any member of the Group which would have or is reasonably likely to have a Material Adverse Effect.

(c)It is resident for Tax purposes only in the jurisdiction of its incorporation.

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23.18Security and Financial Indebtedness

(a)No Security or Quasi-Security exists over all or any of the present or future assets of any member of the Group other than as permitted by this Agreement.

(b)No member of the Group has any Financial Indebtedness outstanding other than as permitted by this Agreement.

23.19Ranking

The Transaction Security has or will have first ranking priority and it is not subject to any prior ranking or pari passu ranking Security.

23.20Good title to assets

It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

23.21Legal and beneficial ownership

It and each of its Subsidiaries is the sole legal and beneficial owner of the respective assets over which it purports to grant Security.

23.22Shares

(a)The shares of any member of the Group which are subject to the Transaction Security are fully paid.

(b)The shares of any member of the Group which are subject to the Transaction Security and not subject to any option to purchase or similar rights.

(c)The constitutional documents of the companies whose shares are subject to the Transaction Security do not and could not restrict or inhibit any transfer of those shares on creation or enforcement of the Transaction Security.

(d)There are no agreements in force which provide for the issue, allotment or transfer of, or grant any person the right to call for the issue, allotment or transfer of, any share or loan capital of any member of the Group (including any option or right of pre-emption or conversion) other than pursuant to the Share Option Documents.

23.23Intellectual Property

It and each of its Subsidiaries:

(a)is the sole legal and beneficial owner of or has licensed to it on normal commercial terms all the Intellectual Property which is material in the context of its business and which is required by it in order to carry on its business as it is being conducted and as contemplated in the Base Case Model and where the Intellectual Property is licensed to it, that licence has not been breached in any material respect or terminated by any party;

(b)does not, in carrying on its businesses, infringe any Intellectual Property of any third party in any respect which has or is reasonably likely to have a Material Adverse Effect; and

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(c)has taken all formal or procedural actions (including payment of fees) required to maintain any Intellectual Property owned by it which is required by it in order to carry on its business as it is being conducted and as contemplated in the Base Case Model.

23.24Group Structure Chart

The Group Structure Chart delivered to the Agent pursuant to part 1 (Conditions precedent to signing this Agreement) of schedule 2 is true, complete and accurate in all material respects.

23.25Obligors

(a)Each Subsidiary of the Company incorporated in the United Kingdom (other than a Dormant Subsidiary, LGL 1996 Limited and Biggleswick Limited) and each Material Company (other than the French Subsidiary and the Czech Subsidiary) incorporated in any other jurisdiction is an Obligor on or prior to the first Utilisation Date.

(b)The aggregate:

(i)earnings before interest, tax and amortisation (calculated on the same basis as EBITA) of the Guarantors on the Closing Date (calculated on an unconsolidated basis and excluding all unrealised intra-Group profits of any member of the Group) exceeds 80% of EBITA of the Group; and

(ii)gross assets of the Guarantors on the Closing Date (calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) exceeds 80 % of the consolidated gross assets of the Group.

23.26Accounting reference date

The Accounting Reference Date of each member of the Group is 31 December.

23.27Centre of main interests and establishments

For the purposes of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (Regulation), its centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in its jurisdiction of incorporation and it has no establishment (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction.

23.28Dormant Companies

There are no Dormant Subsidiaries other than:

(a)BAL 1996 Limited; and

(b)Mel Chemicals China Limited.

23.29Pensions

Except for the Defined Benefit Schemes:

(a)neither it nor any of its Subsidiaries is or has at any time been an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension

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scheme which is not a money purchase scheme (both terms as defined in the Pensions Schemes Act 1993); and

(b)neither it nor any of its Subsidiaries is or has at any time been connected with or an associate of (as those terms are used in sections 38 and 43 of the Pensions Act 2004) such an employer.

23.30No adverse consequences

(a)It is not necessary under the laws of its Relevant Jurisdictions:

(i)in order to enable any Finance Party to enforce its rights under any Finance Document; or

(ii)by reason of the execution of any Finance Document or the performance by it of its obligations under any Finance Document,

that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in any of its Relevant Jurisdictions.

(b)No Finance Party is or will be deemed to be resident, domiciled or carrying on business in its Relevant Jurisdictions by reason only of the execution, performance and/or enforcement of any Finance Document.

23.31US Regulations

(a)Employee Benefit Plans

(i)No Obligor or ERISA Affiliate has incurred during any time within the last six years or could be reasonably expected to incur any liability to, or on account of, a Multiemployer Plan as a result of a violation of section 515 of ERISA or pursuant to section 4201, 4204 or 4212(c) of ERISA.

(ii)Each Employee Plan complies in form and operation in all material respects with ERISA, the Internal Revenue Code and all other applicable laws and regulations.

(iii)The present value of the aggregate benefit liabilities under each of the Employee Plans (other than any Multiemployer Plan), determined as of the end of such plan’s most recently ended plan year on the basis of the actuarial methods and assumptions specified for funding purposes in such plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such plan allocable to such benefit liabilities by more than US$9,000,000 (or its equivalent) in the case of any single Employee Plan and by more than US$10,500,000 (or its equivalent) in the aggregate for all Employee Plans. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.

(iv)There is (to the best of each Obligor’s and ERISA Affiliates’ knowledge and belief) no litigation, arbitration, administrative proceeding or claim pending or threatened against or with respect to any Employee Plan (other than routine claims for benefits) which has or, if adversely determined, could reasonably be expected have a Material Adverse Effect.

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(v)Within the last 6 years, each Obligor and each ERISA Affiliate has made all material contributions to each Employee Plan and Multiemployer Plan required by law within the applicable time limits prescribed by law, the terms of that Plan and any contract or agreement requiring contributions to that Plan.

(vi)No Obligor or ERISA Affiliate has ceased operations at a facility so as to be subject to the provisions of section 4062(e) of ERISA, withdrawn as a substantial employer so as to be subject to the provisions of section 4063 of ERISA, or ceased making contributions to any Employee Plan subject to section 4064(a) of ERISA to which it made contributions.

(vii)No Obligor or ERISA Affiliate has incurred any material liability to the PBGC, which remains outstanding or could reasonably be expected to incur any material liability to the PBGC.

(viii)No ERISA Event has occurred or, as at the date of this Agreement, is reasonably likely to occur that could reasonably be expected to have a Material Adverse Effect.

(b)Margin Regulations

(i)The proceeds of any Utilisation will not be used, directly or indirectly, in whole or in part, for purchasing or carrying Margin Stock or for any purpose which might (whether immediately, incidentally or ultimately) cause all or any part of the Facility to be a purpose credit within the meaning of Regulation T, U or X.

(ii)Following the application of the proceeds of any Utilisation, not more than 25 per cent of the value of the assets of the Obligors, as a group (on a consolidated basis), will be invested in Margin Stock.

(iii)Neither any Obligor nor any agent acting on its behalf has taken or will take any action which might cause any document delivered under or in connection with the Facility to violate any regulation of the Board of Governors of the Federal Reserve System (including Regulation T, U or X) or violate the United States Securities Exchange Act of 1934 or any applicable US federal or state securities law.

(c)Other US Regulation

(i)No Obligor or any Affiliate of an Obligor is:

(A)a public utility within the meaning of, or subject to regulation under, the United States Federal Power Act of 1920

(B)an investment company or a company controlled by an Investment company within the meaning of the United States Investment Company Act of 1940 or

(C)subject to regulation under any United States federal or state law or regulation that limits its ability to incur or guarantee indebtedness.

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(d)Anti-Terrorism Law

No Obligor or any of its Subsidiaries or any of its Affiliates or Holding Companies, or to its knowledge any of their respective brokers or other agents acting or benefiting in any capacity in connection with the Facility:

(i)is in violation of any Anti-Terrorism Law or

(ii)is a Designated Person.

23.32Sanctions

The Company represents that neither the Company nor any member of the Group (collectively for the purpose of this clause only, the Company) or, to the knowledge of the Company, any director, officer, employee, agent, affiliate or representative of the Company is an individual or entity (Person) currently the subject of any sanctions administered or enforced by OFAC, the United Nations Security Council (UNSC), the European Union, Her Majesty’s Treasury (HMT), or other relevant sanctions authority (collectively, Sanctions), nor is the Company located, organised or resident in a country or territory that is the subject of Sanctions. The Company represents and covenants that it will not, directly or indirectly, use the proceeds of the transaction, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, to fund any activities of or business with any Person, or in Burma/Myanmar, Cuba, Iran, Libya, North Korea, Sudan or in any other country or territory, that, at the time of such funding would result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

23.33Times when representations made

(a)All the representations and warranties in this clause 23 are made by each Obligor on the date of this Agreement except for the representations and warranties set out in clause 23.12 which are deemed to be made by each Obligor (i) with respect to the Information Memorandum, on the date the Information Memorandum is approved by the Company, (ii) with respect to the Information Package, on the date of this Agreement and on the Closing Date and (iii) with respect to the Information Package (other than the Base Case Model), on the date of this Agreement and on any later date on which the Information Package (or part of it) is released to the Arrangers.

(b)All the representations and warranties in this clause 23 are deemed to be made by each Obligor on the Closing Date.

(c)The Repeating Representations are deemed to be made by each Obligor on the date of each Utilisation Request, on each Utilisation Date and on the first day of each Interest Period (except that those contained in clause 23.13(a) to 23.13(e) will cease to be so made once subsequent financial statements have been delivered under this Agreement).

(d)All the representations and warranties in this clause 23 except clause 23.12, clause 23.24 and clause 23.28 are deemed to be made by each Additional Obligor on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor.

(e)Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

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24Information undertakings

The undertakings in this clause 24 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

24.1Financial statements

The Company shall supply to the Agent in sufficient copies for all the Lenders:

(a)as soon as they are available, but in any event within 180 days after the end of each of its Financial Years:

(i)its audited consolidated financial statements for that Financial Year; and

(ii)the financial statements (consolidated if appropriate) of each Obligor (audited where required under the Relevant Jurisdiction) for that Financial Year;

(b)as soon as they are available, but in any event within 45 days after the end of each calendar month its management financial statements on a consolidated basis for that calendar month and for the Financial Year to date.

24.2Provision and contents of Compliance Certificate

(a)The Company shall supply a Compliance Certificate to the Agent with each set of its Annual Financial Statements and each set of its Quarterly Financial Statements.

(b)The Compliance Certificate shall, amongst other things, set out (in reasonable detail) computations as to compliance with clause 25 (Financial covenants).

(c)Each Compliance Certificate shall be signed by two directors of the Company.

24.3Requirements as to financial statements

(a)The Company shall procure that:

(i)each set of Annual Financial Statements shall be audited by the auditors and shall include the audited profit and loss accounts, balance sheets and cashflow statements of each Obligor (prepared in the case of the Company on a consolidated basis); and

(ii)each set of Monthly Financial Statements shall be in the form of the monthly management accounts supplied by the Company to the Agent pursuant to clause 4.1 (Initial conditions precedent).

(b)Each set of financial statements delivered pursuant to clause 24.1:

(i)in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the relevant company (to the extent the Company receives such a letter) by the auditors accompanying those Annual Financial Statements;

(ii)in the case of the Monthly Financial Statements of the Company, shall be accompanied by a commentary by the finance director of the Company comparing actual performance for the period to which the financial statements relate to:

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(A)the projected performance for that period set out in the Budget; and

(B)the actual performance for the corresponding period in the preceding Financial Year; and

(iii)shall be prepared in accordance with Accounting Principles.

(iv)If after the date of this Agreement a change in the Accounting Principles (as at the date of this Agreement) or the accounting practices is such as to affect:

(A)the determination of the financial covenants contained in clause 25 (Financial covenants); and/or

(B)the determination of compliance with clause 26.33 (Guarantors) and/or clause 30.4(a) (Additional Guarantors); and/or

(C)the Margin,

the Company and the Agent shall, at the Agent’s request, negotiate in good faith with a view to agreeing such amendments as may be necessary to grant to the Lenders protection comparable to that granted on the date of this Agreement, and any amendments so agreed will take effect on the date agreed between the Company and the Agent; and if no such agreement is reached within 30 days of the Agent’s request, the Agent and the Company shall instruct independent accountants (and if the Agent and the Company cannot agree the identity of the independent accountant such independent accountant as the chair of the law society directs) to determine any amendments to those clauses or definitions which those accountants (acting as experts and not as arbitrators) consider appropriate to grant to the Lenders protection comparable to that granted on the date of this Agreement, which amendments shall take effect when so determined and notified to the Company. Any amendments determined by such accountants shall be binding on all the Parties.

(c)If at any time a Default is continuing the Agent wishes to discuss the financial position of any member of the Group with the auditors, the Agent may notify the Company, stating the questions or issues which the Agent wishes to discuss with the auditors. In this event, the Company must ensure that the auditors are authorised (at the expense of the Company):

(i)to discuss the financial position of each member of the Group with the Agent on request from the Agent; and

(ii)to disclose to the Agent for the Finance Parties any information which the Agent may reasonably request.

24.4Budget

(a)The Company shall supply to the Agent in sufficient copies for all the Lenders, as soon as the same become available but in any event before the start of each of its Financial Years, an annual Budget for that Financial Year.

(b)The Company shall ensure that each Budget:

(i)is in a form acceptable to the Agent and includes:

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(A)a projected consolidated profit and loss, balance sheet and cashflow statement for each principal division of the Group; and

(B)projected financial covenant calculations for that Financial Year;

(ii)is prepared in accordance with the Accounting Principles and the accounting practices and financial reference periods applied to financial statements under clause 24.1; and

(iii)has been approved by the board of directors of the Company.

24.5Year-end

The Company shall procure that each Financial Year-end of each member of the Group falls on 31 December save where otherwise required by law in any Relevant Jurisdiction.

24.6Information: miscellaneous

The Company shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):

(a)at the same time as they are dispatched, copies of all documents dispatched by the Company to its shareholders generally (or any class of them) or dispatched by the Company or any Obligor to its creditors generally (or any class of them);

(b)promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any member of the Group, and which, if adversely determined, would involve a liability, or a potential or alleged liability, exceeding £1,000,000 (or its equivalent in other currencies);

(c)promptly, such information as the Security Trustee may reasonably require about the Secured Assets and compliance by the Obligors with the terms of any Transaction Security Documents;

(d)promptly on the reasonable request of the Agent, such further information regarding the financial condition, assets and operations of the Group and/or any member of the Group (including any requested amplification or explanation of any item in the financial statements, Budget or other material provided by any Obligor under this Agreement; and

(e)any changes to the main board or the executive board of the Company and an up to date copy of its register of members (or equivalent in its jurisdiction of incorporation)) as any Finance Party through the Agent may reasonably request (provided that the Agent shall not request a copy of its register of members more frequently than twice in any Financial Year unless the Agent requires the register of members for know your customer requirements and/or if the Agent suspects that there has been a Change of Control).

24.7Notification of default

(a)Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless such a notification has already been provided by another Obligor).

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(b)If the Agent reasonably suspects that a Default is continuing promptly upon a request by the Agent, the Company shall supply to the Agent a certificate signed by two of its directors certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

24.8“Know your customer” checks

(a)If:

(i)the implementation or introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii)any change in the status of an Obligor or the composition of the shareholders of an Obligor after the date of this Agreement; or

(iii)a proposed assignment or transfer by a Lender of any of its rights and/or obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Agent or any Lender (or, in the case of clause 24.8(a)(iii), any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Agent, such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b)Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied with the results of all necessary “know your customer” or other checks on Lenders or prospective new Lenders pursuant to the transactions contemplated in the Finance Documents.

(c)The Company shall, by not less than ten Business Days prior written notice to the Agent, notify the Agent (who shall promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an Additional Obligor pursuant to clause 30 (Changes to the Obligors).

(d)Following the giving of any notice pursuant to clause 24.8(c), if the accession of such Additional Obligor obliges the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other checks in relation to any relevant person pursuant to such Subsidiary becoming an Additional Obligor.

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24.9ERISA

(a)Each Obligor will:

(i)promptly upon a request by the Lender, deliver to the Lender copies of the Annual Report (IRS form 5500 Series) together with all schedules and documentation reasonably requested by the Agent with respect to each Employee Plan; and

(ii)within 21 Business Days after it or any ERISA Affiliate becomes aware that any ERISA Event has occurred or, in the case of any ERISA Event which requires advance notice under section 4043(b) of ERISA, will occur, deliver to the Lender a statement signed by a director, member or officer of the Obligor or ERISA Affiliate describing that ERISA Event and the action, if any, taken or proposed to be taken with respect to that ERISA Event.

25Financial covenants

25.1Financial definitions

In this Agreement:

Adjusted EBITDA means in respect of any Relevant Period, EBITDA for that Relevant Period after:

(a)adding the amount of any cash receipts (and deducting the amount of any cash payments) during that Relevant Period in respect of any Exceptional Items not already taken account of in calculating EBITDA for any Relevant Period but excluding:

(i)Exceptional Items relating to cash receipts or cash paid for finance costs or discontinued operations

(ii)cash payments for Permitted Acquisitions and cash received for Permitted Disposals

(b)adding the amount of any cash receipts during that Relevant Period in respect of any corporation tax rebates or credits and deducting the amount actually paid or due and payable in respect of corporation taxes during that Relevant Period by any member of the Group

(c)adding the amount of any increase in provisions, which are not Current Assets or Current Liabilities and deducting the amount of any non-cash credits which are not Current Assets or Current Liabilities) in each case to the extent taken into account in establishing EBITDA

(d)deducting the cash amount of any capital expenditure actually paid during that Relevant Period by any member of the Group except (in each case) to the extent funded from the proceeds of Permitted Disposals, third party grants, third party contributions or Insurance Proceeds, and

(e)deducting the amount of any cash costs of Pension Items during that Relevant Period to the extent not taken into account in establishing EBITDA and

and so that no amount shall be added (or deducted) more than once

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Average Exchange Rate means the 12 month average of the month end exchange rates as referenced to Reuters

Cashflow means cashflow for that Relevant Period taking Adjusted EBITDA for the same period and

(a)adding the amount of any decrease (and deducting the amount of any increase) in Working Capital for that Relevant Period (excluding, for the avoidance of doubt, non-cash movements in Working Capital as a result of translation exchange rates);

(b)adding the amount of any increase in other non-cash debits and other non-cash charges (which are not Current Assets or Current Liabilities) in each case taking into account in establishing EBITDA

so that no amount shall be added (or deducted) more than once

Cash Service Cover means the ratio of Cashflow to Debt Service in respect of any Relevant Period

Current Assets means the aggregate (on a consolidated basis) of all inventory, work in progress, trade and other receivables of each member of the Group including prepayments in relation to operating items and sundry debtors (but excluding cash and Cash Equivalent Investments) maturing within 12 Months from the date of computation but excluding amounts in respect of:

(a)receivables in relation to corporation and deferred Tax

(b)Exceptional Items and other non-operating items

(c)insurance claims and

(d)any interest owing to any member of the Group

Current Liabilities means the aggregate (on a consolidated basis) of all liabilities (including trade creditors, accruals and provisions) of each member of the Group falling due within 12 Months from the date of computation but excluding amounts in respect of:

(a)liabilities for Financial Indebtedness and Finance Charges

(b)liabilities for corporation and deferred Tax

(c)Exceptional Items and other non-operating items

(d)insurance claims and

(e)liabilities in relation to dividends declared but not paid by the Company or by a member of the Group in favour of a person which is not a member of the Group

Debt Service means in respect of any Relevant Period the aggregate of:

(a)Net Finance Charges for that Relevant Period

(b)the aggregate of all scheduled repayments of Financial Indebtedness falling due during that Relevant Period but excluding

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(i)any amounts repaid or falling due under any overdraft or revolving facility (including, without limitation, the Revolving Facility and any Ancillary Facility) and which were available for simultaneous redrawing according to the terms of that facility

(ii)any such obligations owed to any member of the Group

(iii)any prepayment of Financial Indebtedness existing on the Closing Date which is required to be repaid under the terms of this Agreement

(c)the amount of any cash dividends or distributions paid or made by the Company in respect of that Relevant Period and

(d)the amount of the capital element of any payments in respect of that Relevant Period payable under any Finance Lease entered into by any member of the Group

and so that no amount shall be included more than once

Debt Service Cover means the ratio of Adjusted EBITDA to Debt Service in respect of any Relevant Period

EBIT means in respect of any Relevant Period the consolidated operating profit of the Company before taxation (excluding the results from discontinued operations):

(a)before deducting any interest, commission, fees, discounts, prepayment fees, premiums or charges, gains or losses on Financial Indebtedness and other finance payments whether paid, payable or capitalised by any member of the Group (calculated on a consolidated basis) in respect of that Relevant Period

(b)not including any accrued interest owing or paid to any member of the Group

(c)before taking into account any Exceptional Items

(d)before deducting any Transaction Costs

(e)before taking into account any gain or loss arising from an upward or downward revaluation of any other asset except for the impairment of working capital items

(f)after deducting the amount of any profit (or adding back the amount of any loss) of any member of the Group which is attributable to minority interests;

(g)before taking into account any unrealised gains or losses on any derivative instrument (other than any derivative instrument which is accounted for on a hedge accounting basis)

(h)before taking into account any Pension Payment to the extent made after the date of this Agreement but before the first anniversary of the date of this Agreement and

(i)excluding any profit or loss arising from the disposal of fixed assets

in each case to the extent added, deducted or taken into account, as the case may be, for the purposes of determining operating profits of the Group before taxation

EBITA means in respect of any Relevant Period, EBIT for that Relevant Period after adding back any amount attributable to the impairment or amortisation of assets or impairment of

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members of the Group and non-cash based charges and amortisation costs associated with equity stock-based compensation schemes for that Relevant Period

EBITDA means in respect of any Relevant Period, EBITA for that Relevant Period after adding back any amount attributable to the depreciation of assets of members of the Group for that Relevant Period

Exceptional Items means any exceptional, one-off or non-recurring items which represent gains or losses including (without limitation) those arising on:

(a)the restructuring of the activities of an entity, including the associated redundancy programme costs and reversals of any provisions for the cost of restructuring

(b)disposals, revaluations or impairment of non-current assets

(c)disposals of assets associated with discontinued operations and acquisition costs in relation to the acquisition of new operations

(d)Environmental remediation costs and provisions — not in the ordinary course of business

(e)one-off gains and losses recognised on the early termination, curtailment or change in employee retirement defined benefits

(f)disposal of a business operation whereby this is not classified as a discontinued operation for accounting purposes

Finance Charges means for any Relevant Period the aggregate amount of the accrued interest, commission, fees, discounts, prepayment fees, premiums or charges and other finance payments in respect of Financial Indebtedness whether paid payable or capitalised by any member of the Group (calculated on a consolidated basis) in respect of that Relevant Period:

(a)excluding any upfront fees or costs

(b)including the interest (but not the capital) element of payments in respect of Finance Leases;

(c)including any commission, fees, discounts and other finance payments payable by (and deducting any such amounts payable to) any member of the Group under any interest rate hedging arrangement

(d)taking no account of any unrealised gains or losses on any financial instruments other than any derivative investments which are accounted for on a hedge accounting basis

(e)excluding any Transaction Costs and

(f)excluding any interest cost or expected return on plan assets in relation to any post employment benefit schemes

so that no amount shall be added (or deducted) more than once

Financial Quarter means a 3 calendar months period ending on 31 March, 30 June, 30 September or 31 December in any Financial Year

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Financial Year means a financial year of the Company

Interest Cover means the ratio of EBITDA to Net Finance Charges in respect of any Relevant Period

Leverage means in respect of any Relevant Period the ratio of Total Net Debt on the last day of that Relevant Period to EBITDA in respect of that Relevant Period

Net Finance Charges means, for any Relevant Period, the Finance Charges for that Relevant Period after deducting any interest payable in that Relevant Period to any member of the Group on any Cash or Cash Equivalent investment

Non-Group Entity means any investment or entity (which is not itself a member of the Group (including associates) in which any member of the Group has an ownership interest

Pension Items means any income or charge attributable to an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pensions Schemes Act 1993) other than the current service costs and any past service costs and curtailments and settlements attributable to the scheme

Pension Payment means a payment of up to £5,000,000 as set out in the Base Case Model

Relevant Period means:

(a)in respect of Leverage and Interest Cover each 12 Month period ending on the most recent Quarter Date ending on or after 30 September 2011 and

(b)in respect of Cash Service Cover and Debt Service Cover, prior to 30 June 2012, the period commencing on the Closing Date and ending on the most recent Quarter Date ending on or after 30 September 2011 and after such period each 12 Month period ending on the most recent Quarter Date

Relevant Proceeds means Disposal Proceeds or Insurance Proceeds (each as defined in clause 11 (Mandatory prepayment)

Total Debt means at any time the aggregate amount of all obligations of members of the Group for or in respect of Financial Indebtedness at that time but:

(a)excluding any such obligations to any other member of the Group

(b)including in the case of Finance Leases only their capitalised value

(c)excluding unrealised gains and losses on Treasury Transactions (including currency exchange gains and losses)

(d)excluding any obligations in respect of performance bonds issued in the ordinary course of trading in respect of non-financial obligations to the extent such performance bonds are not called or enforced

and so that no amount shall be included or excluded more than once

Total Net Debt means Total Debt less the aggregate amount of Cash and Cash Equivalent Investments held by an Obligor at that time and so that no amount shall be included or excluded more than once

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Working Capital means on any date Current Assets less Current Liabilities

25.2Financial Condition

The Company shall ensure that:

(a)Debt Service Cover: Debt Service Cover in respect of any Relevant Period specified in column 1 below shall not be less than the ratio set out in column 2 below opposite that Relevant Period:

Column 1	Column 2
Relevant Period	Ratio
Relevant Period ending 30 September 2011	1.25:1
Relevant Period ending 31 December 2011	1.25:1
Thereafter each Relevant Period ending on a Quarter Date	1.50:1

(b)Cash Service Cover. Cash Service Cover in respect of any Relevant Period shall not be less than 1.20:1.

(c)Interest Cover: Interest Cover in respect of any Relevant Period shall not be less than 4.0:1.

(d)Leverage: Leverage in respect of any Relevant Period shall not exceed 3.0:1.

25.3Financial testing

(a)The financial covenants set out in clause 25.2 shall be calculated in accordance with the Accounting Principles and tested by reference to:

(i)the Annual Financial Statements; and

(ii)the Quarterly Financial Statements for the Relevant Period.

(b)If in respect of any period there is a discrepancy between the information set out in the Quarterly Financial Statements for such period and that set out in the Annual Financial Statements for such period, the information in the Annual Financial Statements shall prevail.

(c)In respect of any Relevant Period, the exchange rate used to calculate Total Net Debt shall be the Average Exchange Rate for that Relevant Period.

(d)Any breach of clause 25.2(b) (Cash Service Cover) shall not be a Default or an Event of Default. If a breach of clause 25.2(b) (Cash Service Cover) occurs, the Company shall (and shall procure that each member of the Group shall (if the Agent so requests)) attend a meeting with the Lenders to discuss and explain the causes of such breach and shall provide such further information as the Lenders may require.

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26General undertakings

The undertakings in this clause 26 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

26.1Authorisations

Each Obligor shall promptly:

(a)obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b)supply certified copies to the Agent of,

any Authorisation required under any law or regulation of a Relevant Jurisdiction to:

(i)enable it to perform its obligations under the Finance Documents;

(ii)ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document; and

(iii)carry on its business where failure to do so has or is reasonably likely to have a Material Adverse Effect.

26.2Compliance with laws

Each Obligor shall (and the Company shall ensure that each member of the Group will) comply in all respects with all laws to which it may be subject, if failure so to comply has or is reasonably likely to have a Material Adverse Effect.

26.3Environmental compliance

Each Obligor shall (and the Company shall ensure that each member of the Group will):

(a)comply with all Environmental Law;

(b)obtain, maintain and ensure compliance with all requisite Environmental Permits; and

(c)implement procedures to monitor compliance with and to prevent liability under any Environmental Law,

where failure to do so has or is reasonably likely to have a Material Adverse Effect.

26.4Environmental claims

Each Obligor shall (and the Company shall ensure that each member of the Group will) promptly upon becoming aware of the same, inform the Agent in writing of:

(a)any Environmental Claim against any member of the Group which is current, pending or threatened; and

(b)any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any member of the Group,

where the claim, if determined against that member of the Group, has or is reasonably likely to have a Material Adverse Effect.

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26.5Taxation

(a)Each Obligor shall pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:

(i)such payment is being contested in good faith;

(ii)adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements delivered to the Agent under clause 24.1 (Financial statements); and

(iii)such payment can be lawfully withheld and failure to pay those Taxes does not have or is not reasonably likely to have a Material Adverse Effect.

(b)No Obligor may change its residence for Tax purposes.

26.6Merger

No Obligor shall enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction without the prior written consent of the Agent (acting on the instructions of the Majority Lenders (such consent not to be unreasonably withheld or delayed)).

26.7Change of business

The Company shall procure that no substantial change is made to the general nature of the business of the Company, the Obligors or the Group taken as a whole from that carried on by the Group at the date of this Agreement.

26.8Acquisitions

(a)No Obligor shall (and the Company shall ensure that no other member of the Group will):

(i)acquire a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them); or

(ii)incorporate a company.

(b)Clause 26.8(a) does not apply to an acquisition of a company, of shares, securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company which is a Permitted Acquisition.

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26.9Joint ventures

No Obligor shall (and the Company shall ensure that no member of the Group will):

(a)enter into, invest in or acquire (or agree to acquire) any shares, stocks, securities or other interest in any Joint Venture; or

(b)transfer any assets or lend to or guarantee or give an indemnity for or give Security for the obligations of a Joint Venture or maintain the solvency of or provide working capital to any Joint Venture (or agree to do any of the foregoing).

Clause 26.9(a) and (b) above does not apply to any Joint Venture with is a Permitted Joint Venture.

26.10Preservation of Assets

Each Obligor shall maintain in good working order and condition (ordinary wear and tear excepted) all of its assets necessary in the conduct of its business.

26.11Pari passu ranking

Each Obligor shall (and the Company shall ensure that each member of the Group will) ensure that at all times any unsecured and unsubordinated claims of a Finance Party or Hedge Counterparty against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

26.12Negative pledge

In this Agreement, Quasi-Security means an arrangement or transaction described in clause 26.12(b).

(a)No Obligor shall (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.

(b)No Obligor shall (and the Company shall ensure that no other member of the Group will):

(i)sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;

(ii)sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii)enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv)enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

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(c)Clauses 26.12(a) and 26.12(b) do not apply to any Security or (as the case may be) Quasi-Security, which is Permitted Security.

26.13Disposals

(a)No Obligor shall (and the Company shall ensure that no member of the Group will) enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.

(b)Clause 26.13(a) above does not apply to any sale, lease, transfer or other disposal which is:

(i)a Permitted Disposal; or

(ii)a Permitted Transaction.

26.14Arm’s length basis

(a)No Obligor shall (and the Company shall ensure no member of the Group will) enter into any transaction with any person except on arm’s length terms and for full market value.

(b)Clause 26.14(a) does not apply to:

(i)intra-Group loans permitted under clause 26.15;

(ii)fees, costs and expenses payable under the Transaction Documents in the amounts set out in the Transaction Documents delivered to the Agent under clause 4.1 (Initial conditions precedent) or agreed by the Agent;

(iii)any Permitted Transaction; or

(iv)the sale and/or licensing by Revere Graphics Worldwide of certain Intellectual Property for a nominal amount to a third party as approved by the Federal Trade Commission in the US as set out in the Information Memorandum.

26.15Loans or credit

(a)No Obligor shall (and the Company shall ensure that no member of the Group will) be a creditor in respect of any Financial Indebtedness.

(b)Clause 26.15(a) does not apply to a Permitted Loan.

26.16No Guarantees or indemnities

(a)No Obligor shall (and the Company shall ensure that no member of the Group will) incur or allow to remain outstanding any guarantee in respect of any obligation of any person.

(b)Clause 26.16(a) does not apply to a Permitted Guarantee.

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26.17Dividends and share redemption

(a)Except as permitted under the Intercreditor Deed, the Company shall not (and the Company shall ensure that no member of the Group will):

(i)declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);

(ii)repay or distribute any dividend or share premium reserve;

(iii)pay or allow any member of the Group to pay any management, advisory or other fee to or to the order of any of the shareholders of the Company; or

(iv)redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so.

(b)Clause 26.17(a) does not apply to a Permitted Distribution.

26.18Notes

Except as permitted under the Intercreditor Deed, the Company shall not (and will ensure that no other member of the Group will):

(a)repay or prepay any principal amount (or capitalised interest) outstanding under the Notes;

(b)pay any interest, fee or charge accrued or due under the Note Documents; or

(c)purchase, redeem, defease or discharge any of the loan notes outstanding under the Notes.

26.19Financial Indebtedness

(a)No Obligor shall (and the Company shall ensure that no member of the Group will) incur or allow to remain outstanding any Financial Indebtedness.

(b)Clause 26.19(a) does not apply to Permitted Financial Indebtedness.

26.20Share capital

(a)No Obligor shall (and the Company shall ensure no member of the Group will) issue any shares.

(b)Clause 26.20(a) does not apply to a Permitted Share Issue.

26.21Insurance

(a)Each Obligor shall effect and maintain, in a form and amount such insurance on and in respect of its business and its assets as a prudent company carrying on the same or substantially similar business as such Obligor would effect.

(b)The Company shall within 10 Business Days of each anniversary of the date of this Agreement provide to the Security Trustee either:

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(i)copies of each insurance policy in which that Obligor has an interest; or

(ii)a letter from an insurance broker confirming the requirements of clause 26.21(a) are being compiled with.

26.22Pensions

(a)The Company shall ensure that all pension schemes operated by or maintained for the benefit of members of the Group and/or any of its employees are funded in accordance with the statutory funding objective under sections 221 and 222 of the Pensions Act 2004 and that no action or omission is taken by any member of the Group in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or any member of the Group ceasing to employ any member of such a pension scheme).

(b)Except for the Defined Benefit Schemes, the Company shall ensure that no member of the Group is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or connected with or an associate of (as those terms are used in sections 38 or 43 of the Pensions Act 2004) such an employer.

(c)If requested, the Company shall deliver to the Agent at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the Company), the actuarial reports in relation to all pension schemes mentioned in clause 26.22(a).

(d)The Company shall promptly notify the Agent of any material change in the rate of contributions to any pension schemes mentioned in clause 26.22(a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise).

(e)Each Obligor shall as soon as it becomes aware of it immediately notify the Agent of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to any member of the Group.

(f)Each Obligor shall immediately notify the Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.

26.23Access

If a Default is continuing each Obligor shall (and the Company shall ensure that each member of the Group will) (not more than once in every Financial Year unless the Agent reasonably suspects a Default is continuing or may occur) permit the Agent and/or the Security Trustee and/or accountants or other professional advisers and contractors of the Agent or Security Trustee free access at all reasonable times and on reasonable notice at the risk and cost of the Obligor or the Company to:

(a)the premises, assets, books, accounts and records of each member of the Group; and

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(b)meet and discuss matters with the directors.

26.24Intellectual Property

Each Obligor shall:

(a)preserve and maintain the subsistence and validity of the Intellectual Property necessary for the business of the relevant Obligor;

(b)use reasonable endeavours to prevent any infringement in any material respect of the Intellectual Property;

(c)make registrations and pay all registration fees and Taxes necessary to maintain the Intellectual Property that the relevant Obligor is required to maintain under clause 26.24(a) above in full force and effect and record its interest in that Intellectual Property;

(d)not use or permit the Intellectual Property to be used in a way or take any step or omit to take any step in respect of that Intellectual Property which may materially and adversely affect the existence or value of the Intellectual Property or imperil the right of any Obligor to use such property; and

(e)not discontinue the use of the Intellectual Property,

where failure to do so, in the case of clause 26.24(a) and clause 26.24(b) or, in the case of clause 26.24(d) and clause 26.24(e), such use, permission to use, omission or discontinuation is reasonably likely to have a Material Adverse Effect.

26.25Transaction Documents

(a)No Obligor shall amend, vary, novate, supplement, supersede, waive or terminate any term of a Transaction Document or any other document delivered to the Agent pursuant to clause 4.1 (Initial conditions precedent) or clause 30 (Changes to the Obligors) or enter into any agreement with any shareholders of the Company or any of their Affiliates which is not a member of the Group except in writing:

(i)in accordance with the provisions of clause 40 (Amendments and waivers);

(ii)to the extent that that amendment, variation, novation, supplement, superseding, waiver or termination is permitted by the Intercreditor Deed;

(iii)prior to or on the Closing Date, with the prior written consent of the Original Lenders; or

(iv)after the Closing Date, in a way which:

(A)could not be reasonably expected materially and adversely to affect the interests of the Lenders; and

(B)would not change the date, amount or method of payment of interest or principal on the Notes.

(b)The Company shall promptly supply to the Agent a copy of any document relating to any of the matters referred to in clause 26.25(a)(i) to 26.25(a)(iv) above.

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(c)Each Obligor shall (and the Company shall ensure that each member of the Group will) comply with the material terms of all Transaction Documents to which it is party.

26.26Financial assistance

Any Obligor which is incorporated in any jurisdiction other than England and Wales shall comply with any law or regulation on financial assistance or its equivalent in that jurisdiction.

26.27Group bank accounts

Each Obligor shall, where in the reasonable opinion of the Company it is commercially reasonable to do so, ensure that within 3 months of the Closing Date all its bank accounts in the United Kingdom or the US (other than Excluded Deposit Accounts) shall be opened and maintained with a Finance Party or an Affiliate of a Finance Party and are subject to valid Security under the Transaction Security Documents.

26.28Treasury transactions

No Obligor shall (and the Company will ensure that no member of the Group will) enter into any Treasury Transaction, other than:

(a)the hedging transactions contemplated by the Hedging Letter and documented by the Hedging Agreements;

(b)spot and forward delivery foreign exchange contracts entered into in the ordinary course of business and not for speculative purposes; and

(c)any Treasury Transaction entered into for the hedging of actual or projected real exposures arising in the ordinary course of trading activities of a member of the Group and not for speculative purposes.

26.29Compliance with Hedging Letter

The Company shall ensure that all exchange rate and interest rate hedging arrangements required by the Hedging Letter are implemented in accordance with the terms of the Hedging Letter and that such arrangements are not terminated, varied or cancelled without the prior written consent of the Agent save as permitted by the terms of the Intercreditor Deed.

26.30Repatriation of Cash

The Company shall procure that on the last day of each Interest Period all cash within the Group (other than the Permitted Cash Balance) shall be in bank accounts of the Obligors

26.31Auditors

The Company shall ensure that the auditors of each member of the Group are Auditors.

26.32Further assurance

(a)Each Obligor shall (and the Company shall ensure that each member of the Group will) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Security Trustee may reasonably specify (and in such form as the Security Trustee may reasonably require) in favour of the Security Trustee or its nominee(s):

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(i)to create, perfect, protect and maintain the Security created or intended to be created under or evidenced by the Transaction Security Documents (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Transaction Security) or for the exercise of any rights, powers and remedies of the Security Trustee or the Finance Parties provided by or pursuant to the Finance Documents or by law;

(ii)to confer on the Security Trustee or confer on the Finance Parties Security over any property and assets of that Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Transaction Security Documents; and/or

(iii)(if an Event of Default is continuing) to facilitate the realisation of the assets which are, or are intended to be, the subject of the Transaction Security.

(b)Each Obligor shall (and the Company shall ensure each member of the Group will) take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Trustee or the Finance Parties by or pursuant to the Finance Documents.

(c)The Obligors shall, promptly upon the request of the Security Trustee or the Agent, file or record, as applicable, all termination statements and lien releases and take such other actions as may be necessary to discharge all mortgages, deeds of trust and security interests granted by members of the Group in respect of (a) the ABL Facility (following repayment of the ABL Facility as contemplated hereunder) and (b) any other security over assets of any Obligor other than Permitted Security.

26.33Guarantors

(a)The Company shall ensure that at all times after the date of this Agreement the aggregate:

(i)earnings before interest, tax and amortisation (calculated on the same basis as EBITA) of the Guarantors (calculated on an unconsolidated basis and excluding all unrealised intra-Group profits of any member of the Group) exceeds 80% of EBITA of the Group; and

(ii)gross assets of the Guarantors (calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) exceeds 80% of the consolidated gross assets of the Group.

(b)The Company need only perform its obligations under clause 26.33(a) if it is not unlawful for the relevant person to become a Guarantor and that person becoming a Guarantor would not result in personal liability for that person’s directors or other management. Each Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal liability. This includes agreeing to a limit on the amount guaranteed. The Agent may (but shall not be obliged to) agree to such a limit if, in its opinion, to do so would avoid the relevant unlawfulness or personal liability.

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(c)If pursuant to the requirements of clause 26.33(a) the French Subsidiary and/or the Czech Subsidiary are required to become Additional Guarantors the requirement of clause 30.4 (Additional Guarantors) shall apply however the Additional Guarantors shall not be required to provide Security unless the Agent (acting on the instructions of all the Majority Lenders) requests that Security be provided in accordance with paragraph 14 of part 3 (Conditions precedent to be delivered by an Additional Obligor) of schedule 2.

26.34Anti-Terrorism Laws

Each Obligor agrees to the extent applicable to each Obligor:

(a)to comply with all Anti-Terrorism Laws;

(b)immediately to notify the Agent if it obtains knowledge that it or any of its Affiliates has become or been listed as a Designated Person or has been charged with or has engaged in any violation of any Anti-Terrorism Law;

(c)to exclude any funds derived from any Designated Person or from any person or entity involved in the violation of any Anti-Terrorism Law from being used to pay debt service or any other amounts owing under the Finance Documents;

(d)except for transfers of stock of any publicly traded Obligor or Affiliate effected on a stock exchange, not to transfer or permit the transfer of any legal or beneficial ownership interest of any kind in such Obligor or any Affiliate of such Obligor to a Designated Person or any person or entity that such Obligor has to its best knowledge (based upon reasonable inquiry by such Obligor) been involved in the violation of any Anti-Terrorism Law;

(e)not to acquire, directly or indirectly, ownership interest of any kind in any Designated Person or any person or entity that such Obligor has, to its best knowledge (based upon reasonable inquiry by such Obligor) been involved in the violation of any Anti-Terrorism Law, not to form any partnership or joint venture with any such person and not to act, directly or indirectly, as the agent or representative of any such person; and

(f)to indemnify the Lenders for any costs incurred by any of them as a result of any violation of an Anti-Terrorism Law by any Obligor or any Affiliate of any Obligor.

26.35ERISA

Each Obligor shall:

(a)ensure that neither it nor any ERISA Affiliate engages in a complete or partial withdrawal, within the meaning of sections 4203 and 4205 of ERISA, from any Multiemployer Plan without the prior consent of the Agent;

(b)ensure that any material liability imposed on it or any ERISA Affiliate pursuant to Title IV of ERISA is paid and discharged when due;

(c)ensure that neither it nor any ERISA Affiliate adopts an amendment to an Employee Plan requiring the provision of Security under ERISA or the Internal Revenue Code without the prior consent of the Lender; and

(d)ensure that no Employee Plan is terminated under section 4041 of ERISA

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26.36Margin Regulation

(a)Each Obligor shall (and the Company shall ensure that each Obligor shall) use the proceeds of the Loans without violating Regulation T, U or X or any other applicable US federal or state laws or regulations.

(b)If requested by the Agent, each Obligor shall furnish to the Agent a statement in conformity with the requirements of FR Form U-1 referred to in Regulation U.

26.37US Regulation

Each Obligor shall ensure that it will not, by act or omission, become subject to any of the categories, laws or regulations described in clause 23.31(c) (Other US Regulation).

26.38Conditions Subsequent

(a)Each US Obligor shall submit the required notification and documentation to close all its bank accounts in England and Wales on or prior to the date falling 3 Business Days after the Closing Date.

(b)On or before the date 60 days after the Closing Date, the Company shall provide to the Agent evidence that the Security in respect of the ABL Facility has been released and all necessary forms MG02 have been filed at Companies House.

(c)The Company shall procure that each of LGL 1996 Limited and Biggleswick Limited are liquidated in accordance with limb (b) of the definition of Permitted Transaction before the first anniversary of this Agreement.

27Events of Default

Each of the events or circumstances set out in this clause 27 (other than clause 27.20) is an Event of Default.

27.1Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless:

(a)its failure to pay is caused by:

(i)an administrative or technical error; or

(ii)a Disruption Event; and

(b)payment is made within 3 Business Days of its due date.

27.2Financial covenants and other obligations

(a)Any requirement of clause 25 (other than clause 25.2(b) (Cash Service Cover)) (Financial covenants) is not satisfied.

(b)An Obligor does not comply with any Material Provision.

(c)An Obligor does not comply with any provision of any Transaction Security Document.

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27.3Other obligations

(a)An Obligor does not comply with any provision of the Finance Documents (other than those referred to in clause 27.1, clause 27.2 and clause 25.2(b).

(b)No Event of Default under clause 27.3(a) will occur if the failure to comply is capable of remedy and is remedied within 15 Business Days of the earlier of:

(i)the Agent giving notice to the Company or relevant Obligor; and

(ii)the Company or the relevant Obligor becoming aware of the failure to comply.

27.4Misrepresentation

(a)Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made.

(b)No Event of Default under clause 27.4(a) will occur if:

(i)the event or circumstance causing the representation or statement to be incorrect or misleading is capable of remedy; and

(ii)such Obligor shall have remedied such event or circumstance within 15 Business Days after the earlier of:

(A)the relevant Obligor becoming aware of such incorrect or misleading representation or statement; and

(B)receipt by the relevant Obligor of written notice from the Agent to such Obligor requiring the event or circumstance to be remedied.

27.5Cross default

(a)Any Financial Indebtedness of any member of the Group is not paid when due nor within any originally applicable grace period.

(b)Any Financial Indebtedness of any member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c)Any commitment for any Financial Indebtedness of any member of the Group is cancelled or suspended by a creditor of any member of the Group as a result of an event of default (however described).

(d)Any creditor of any member of the Group becomes entitled to declare any Financial Indebtedness of any member of the Group due and payable prior to its specified maturity as a result of an event of default (however described).

(e)No Event of Default will occur under this clause 27.5 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within clause 27.5(a) to 27.5(d) (inclusive) is less than £2,500,000 (or its equivalent in any other currency or currencies).

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27.6Insolvency

(a)A member of the Group is unable or admits inability to pay its debts as they fall due, suspends or threatens to suspend making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

(b)A moratorium is declared in respect of any indebtedness of any member of the Group. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.

27.7Insolvency proceedings

(a)Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i)the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any member of the Group;

(ii)a composition, compromise, assignment or arrangement with any creditor of any member of the Group other than as permitted under paragraph (b) of the definition of Permitted Transaction;

(iii)the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any member of the Group or any of its assets; or

(iv)enforcement of any Security over any assets of any member of the Group,

or any analogous procedure or step is taken in any jurisdiction.

(b)Any of the following occurs in respect of a US Obligor:

(i)it makes a general assignment for the benefit of creditors;

(ii)it commences a voluntary case or proceeding under any US Bankruptcy Law;

(iii)an involuntary proceeding under any US Bankruptcy Law is commenced against it and is not challenged by appropriate means within thirty (30) days and is not dismissed or stayed within ninety (90) days after commencement of such case; or

(iv)a custodian, conservator, receiver, liquidator, assignee, trustee, sequestrator or other similar official is appointed under any US Bankruptcy Law for, or takes charge of, all or a substantial part of the property of a US Obligor

(c)Clause 27.7 shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement.

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27.8Creditors’ process

Any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any asset or assets of a member of the Group having an aggregate value of £1,500,000 (or its equivalent in any currency) and is not discharged within 21 days of the commencement of such process.

27.9Unlawfulness and invalidity

(a)It is or becomes unlawful for an Obligor, or any other member of the Group that is a party to the Intercreditor Deed, to perform any of its obligations under the Finance Documents or any Transaction Security created or expressed to be created or evidenced by the Transaction Security Documents ceases to be effective or any subordination created under the Intercreditor Deed is or becomes unlawful.

(b)Any obligation or obligations of any Obligor under any Finance Documents or any other member of the Group under the Intercreditor Deed are not (subject to the Legal Reservations) or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents.

(c)Any Finance Document ceases to be in full force and effect or any Transaction Security, or any subordination created under the Intercreditor Deed, ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance Party) to be ineffective.

27.10Intercreditor Deed

(a)Any party to the Intercreditor Deed (other than a Finance Party or an Obligor) fails to comply with the provisions of, or does not perform its obligations under, the Intercreditor Deed; or

(b)a representation or warranty given by that party in the Intercreditor Deed is incorrect in any material respect,

and, if the non-compliance or circumstances giving rise to the misrepresentation or breach of warranty are capable of remedy, it is not remedied within 10 Business Days of the earlier of the Agent giving notice to that party or that party becoming aware of the non-compliance, misrepresentation or breach of warranty.

27.11Cessation of business

Any member of the Group suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business where such suspension or cessation is reasonably likely to have a Material Adverse Effect.

27.12Change of ownership

After the Closing Date, an Obligor (other than the Company) ceases to be a wholly-owned Subsidiary of the Company.

27.13Audit qualification

The Auditors of the Group qualify the Annual Financial Statements of the Company in an adverse manner which the Agent (acting reasonably) considers material.

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27.14Expropriation

The authority or ability of any Obligor to conduct its business is materially limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to any Obligor or any of its assets.

27.15Repudiation and rescission of agreements

(a)An Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document or any of the Transaction Security or evidences an intention to rescind or repudiate a Finance Document or any Transaction Security.

(b)Any party to the Intercreditor Deed rescinds or purports to rescind or repudiates or purports to repudiate any of those agreements or instruments in whole or in part where to do so has or is, in the reasonable opinion of the Majority Lenders, likely to have a material adverse effect on the interests of the Lenders under the Finance Documents.

27.16Litigation

Any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced or threatened in relation to the Transaction Documents or the transactions contemplated in the Transaction Documents or against any member of the Group or its assets which results in a liability to such member of the Group (whether actual or contingent) in an aggregate amount in excess of £5,000,000 (excluding any proceedings in respect of which (a) the insurers of the Group have confirmed in writing to the Agent that the liability is fully covered by insurance and (b) such insurers are not disputing liability) (or its equivalent in any currency) and where a grace period is provided for that liability is not discharged in full within any required period set out in the relevant judgment, settlement or agreement.

27.17Pensions

The Pensions Regulator issues a Financial Support Direction or a Contribution Notice to any member of the Group unless the aggregate liability of the Obligors in each Financial Year under all Financial Support Directions and Contributions Notices is less than the greater of:

(a)£5,000,000 (or its equivalent in any currency); and

(b)10% of the Group’s EBITDA (by reference to the latest audited Annual Financial Statements delivered to the Agent pursuant to clause 24.1(a) (Financial statements)).

27.18Material adverse change

Any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect.

27.19ERISA

Any ERISA Event or event set forth in (a), (b) or (c) below occurs that has or could reasonably be expected to have a Material Adverse Effect:

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(a)any Obligor or ERISA Affiliate incurs a liability to or on account of a Multiemployer Plan as a result of a violation of section 515 of ERISA or under section 4201, 4204 or 4212(c) of ERISA;

(b)with respect to each Employee Plan subject to Title IV of ERISA, such plan’s funded ratio (defined for this purpose as the actuarial value of the assets of such plan divided by the present value of all benefits accrued or earned with respect to such plan) is less than (i) 76 per cent as of 1 January 2011, and (ii) 80 per cent on the first day of any calendar year thereafter. The calculation of such ratio shall be computed using the actuarial value, assumptions and methods used by the actuary to the Employee Plan in its most recent valuation of such plan; or

(c)any Obligor or ERISA Affiliate incurs or is likely to incur a liability to or on account of an Employee Plan under section 409, 502(i) or 502(I) of ERISA or section 4971 or 4975 of the Internal Revenue Code other than as a result of entering into this Agreement.

27.20Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Company:

(a)cancel the Total Commitments and/or Ancillary Commitments at which time they shall immediately be cancelled;

(b)declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable;

(c)declare that all or part of the Loans be payable on demand, at which time they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders;

(d)declare all or any part of the amounts (or cash cover in relation to those amounts) outstanding under the Ancillary Facilities to be immediately due and payable, at which time they shall become immediately due and payable; and/or

(e)exercise or direct the Security Trustee to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

27.21Automatic Acceleration in Relation to a US Obligor

If an Event of Default occurs under clause 27.7(b) in relation to a US Obligor:

(a)the Total Commitment shall immediately be cancelled automatically, without any direction, notice, declaration or other act;

(b)all of the Utilisations, together with accrued interest, and all other amounts accrued and outstanding under the Finance Documents shall be immediately due and payable, automatically and without any direction, notice, declaration or other act; and

(c)each amount expressed hereunder to be payable by any US Obligor on demand shall, after that Event of Default has occurred, be immediately due and payable without the need for any demand or other claim on any US Obligor.

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28Changes to the Lenders

28.1Assignments and transfers by the Lenders

Subject to this clause 28 and to clause 29, a Lender (Existing Lender) may:

(a)assign any of its rights; or

(b)transfer by novation any of its rights and obligations,

under any Finance Document to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in, or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (New Lender).

28.2Conditions of assignment or transfer

(a)An Existing Lender must consult with the Company for not less than 5 Business Days before it may make an assignment or transfer in accordance with clause 28.1 unless the assignment or transfer is:

(i)to another Lender or an Affiliate of a Lender;

(ii)if the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender; or

(iii)made at a time when an Event of Default is continuing.

(b)An assignment will only be effective on:

(i)receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender at that time;

(ii)the New Lender entering into the documentation required for it to accede as a party to the lntercreditor Deed; and

(iii)the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.

(c)A transfer will only be effective if the New Lender enters into the documentation required for it to accede as a party to the lntercreditor Deed and if the procedure set out in clause 28.5 is complied with.

(d)If:

(i)a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii)as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New

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Lender or Lender acting through its new Facility Office under clause 18 (Increased costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

(e)Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lenders would have been had it remained a Lender.

28.3Assignment or transfer fee

Unless the Agent otherwise agrees and excluding an assignment or transfer:

(a)to an Affiliate of a Lender; or

(b)to a Related Fund

the New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of £1,500.

28.4Limitation of responsibility of Existing Lenders

(a)Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i)the legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents, the Transaction Security or any other documents;

(ii)the financial condition of any Obligor;

(iii)the performance and observance by any Obligor or any other member of the Group of its obligations under the Transaction Documents or any other documents; or

(iv)the accuracy of any statements (whether written or oral) made in or in connection with any Transaction Document or any other document,

and any representations or warranties implied by law are excluded.

(b)Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i)has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Transaction Document or the Transaction Security; and

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(ii)will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities and of the risks arising under or in connection with the Finance Documents on the terms set out in clause 31.15 (Credit appraisal by the Lenders and Ancillary Lenders) whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c)Nothing in any Finance Document obliges an Existing Lender to:

(i)accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this clause 28; or

(ii)guarantee, indemnify or otherwise hold harmless a New Lender in respect of any cost, loss or liability directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Transaction Documents or otherwise.

28.5Procedure for transfer

(a)Subject to the conditions set out in clause 28.2 a transfer is effected in accordance with clause 28.5(c) when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to clause 28.5(b), as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. Each Obligor and each Finance Party (other than the Existing Lender and the Agent) irrevocably authorises the Agent to execute on its behalf each duly completed Transfer Certificate delivered to the Agent and acknowledges that it will be bound by such transfer.

(b)The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

(c)Subject to clause 28.10, on the Transfer Date:

(i)to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (Discharged Rights and Obligations);

(ii)each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;

(iii)the Agent, the Arrangers, the Security Trustee, the New Lender, the other Lenders and any relevant Ancillary Lender shall acquire the same rights and

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assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers, the Security Trustee and any relevant Ancillary Lender and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

(iv)the New Lender shall become a Party as a Lender.

28.6Procedure for assignment

(a)Subject to the conditions set out in clause 28.2 an assignment may be effected in accordance with clause 28.6(c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph clause 28.6(b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

(b)The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

(c)Subject to clause 28.10, on the Transfer Date:

(i)the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;

(ii)the Existing Lender will be released from the obligations (Relevant Obligations) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and

(iii)the New Lender shall become a Party as a “Lender’ and will be bound by obligations equivalent to the Relevant Obligations.

(d)Lenders may utilise procedures other than those set out in this clause 28.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Obligor or unless in accordance with clause 28.5, to obtain a release by that Obligor from the obligations owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in clause 28.2.

28.7Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Company

The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, an Assignment Agreement or an Increase Confirmation, send to the Company a copy of that Transfer Certificate, Assignment Agreement or Increase Confirmation.

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28.8Accession of Hedge Counterparties

Any person which becomes a party to the Intercreditor Deed as a Hedge Counterparty shall, at the same time, become a Party to this Agreement as a Hedge Counterparty in accordance with clause 16.7 (Creditor/Agent Accession Undertaking) of the lntercreditor Deed.

28.9Security over Lenders’ rights

In addition to the other rights provided to Lenders under this clause 28, each Lender may without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create a Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

(a)any Security to secure obligations to a federal reserve or central bank or to a government authority, department or agency (including HM Treasury); and

(b)in the case of any Lender which is a fund any Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

except that no such Security shall:

(i)release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant Security for the Lender as a party to any of the Finance Documents; or

(ii)require any payments to be made by an Obligor or grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under the Finance Documents.

28.10Pro rata interest settlement

If the Agent has notified the Lenders that it is able to distribute interest payments on a “pro rata basis” to Existing Lenders and New Lenders then (in respect of any transfer pursuant to clause 28.6 or any assignment pursuant to clause 28.6 the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):

(a)any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date (Accrued Amounts) and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six Months, on the next of the dates which falls at six Monthly intervals after the first day of that Interest Period); and

(b)the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts so that, for the avoidance of doubt:

(i)when the Accrued Amounts become payable, those Accrued Amounts will be payable for the account of the Existing Lender; and

(ii)the amount payable to the New Lender on that date will be the amount which would, but for the application of this clause 28.10, have been payable to it on that date, but after deduction of the Accrued Amounts.

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29Restriction on Debt Purchase Transactions

29.1Prohibition on Debt Purchase Transactions by the Group

The Company shall not, and shall procure that each other member of the Group shall not, enter into any Debt Purchase Transaction or beneficially own all or any part of the share capital of a company that is a Lender or a party to a Debt Purchase Transaction of the type referred to in paragraphs (b) or (c) of the definition of Debt Purchase Transaction.

29.2Disenfranchisement on Debt Purchase Transactions entered into by Sponsor Affiliates

(a)For so long as a Sponsor Affiliate (i) beneficially owns a Commitment or (ii) has entered into a sub-participation agreement relating to a Commitment or other agreement or arrangement having a substantially similar economic effect and such agreement or arrangement has not been terminated:

(i)in ascertaining the Majority Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents such Commitment shall be deemed to be zero; and

(ii)such Sponsor Affiliate or the person with whom it has entered into such sub-participation, other agreement or arrangement shall be deemed not to be a Lender (unless in the case of a person not being a Sponsor Affiliate it is a Lender by virtue otherwise than by beneficially owning the relevant Commitment).

(b)Each Lender shall, unless such Debt Purchase Transaction is an assignment or transfer, promptly notify the Agent in writing if it knowingly enters into a Debt Purchase Transaction with a Sponsor Affiliate (Notifiable Debt Purchase Transaction), such notification to be substantially in the form set out in part 1 (Form of Notice on Entering into Notifiable Debt Purchase Transaction) of schedule 12.

(c)A Lender shall promptly notify the Agent if a Notifiable Debt Purchase Transaction to which it is a party:

(i)is terminated; or

(ii)ceases to be with a Sponsor Affiliate,

such notification to be substantially in the form set out in part 2 (Form of Notice on Termination of Notifiable Debt Purchase Transaction / Notifiable Debt Purchase Transaction ceasing to be with Sponsor Affiliate) of schedule 12.

(d)Each Sponsor Affiliate that is a Lender agrees that:

(i)in relation to any meeting or conference call to which all the Lenders are invited to attend or participate, it shall not attend or participate in the same if so requested by the Agent or, unless the Agent otherwise agrees, be entitled to receive the agenda or any minutes of the same; and

(ii)in its capacity as Lender, unless the Agent otherwise agrees, it shall not be entitled to receive any report or other document prepared at the behest of, or on the instructions of, the Agent or one or more of the Lenders.

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30Changes to the Obligors

30.1Assignment and transfers by Obligors

No Obligor or any other member of the Group may assign any of its rights or transfer (or enter into any transaction or purported transaction the effect of which is to give rise to a trust in respect of) any of its rights or obligations under the Finance Documents.

30.2Additional Borrowers

(a)Subject to compliance with the provisions of clause 24.8(c) (“Know your customer” checks) and 24.8(d) (“Know your customer” checks), the Company may request, at any time after the first Utilisation Date, in connection with any of its wholly owned Subsidiaries, which is not a Dormant Subsidiary, becomes a Borrower under the Revolving Facility. That Subsidiary shall become a Borrower under the Revolving Facility upon satisfaction of each of the following conditions:

(A)it is incorporated in the same jurisdiction as an existing Borrower and the Majority Lenders approve the addition of that Subsidiary or otherwise if all the Lenders approve the addition of that Subsidiary;

(B)the Company and that Subsidiary deliver to the Agent a duly completed and executed Accession Deed;

(C)the Subsidiary is (or becomes) a Guarantor prior to becoming a Borrower;

(D)the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower and the Company confirms this; and

(E)the Agent has received all of the documents and other evidence listed in part 3 (Conditions precedent to be delivered by an Additional Obligor) of schedule 2 in relation to that Additional Borrower, each in form and substance satisfactory to the Agent.

(b)The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in part 3 (Conditions precedent to be delivered by an Additional Obligor) of schedule 2.

(c)Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by clause 17.2(j) (Tax gross-up) and clause 17.1(b) (HMRC DT Treaty Passport scheme confirmation) in accordance with those clauses.

30.3Resignation of a Borrower

(a)With the prior consent of all the Lenders (such consent to be provided if the Borrower is the subject of a disposal that is permitted under clause 26.13), the Company may request that such Borrower ceases to be a Borrower by delivering to the Agent a Resignation Letter.

(b)The Agent shall accept a Resignation Letter and notify the Company and the other Finance Parties of its acceptance if:

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(i)the Company has confirmed that no Default is continuing or would result from the acceptance of the Resignation Letter;

(ii)the Borrower is under no actual or contingent obligations as a Borrower under any Finance Documents;

(iii)where the Borrower is also a Guarantor (unless its resignation has been accepted in accordance with clause 30.5), its obligations in its capacity as Guarantor continue to be legal, valid, binding and enforceable and in full force and effect (subject to the Legal Reservations) and the amount guaranteed by it as a Guarantor is not decreased (and the Company has confirmed this is the case); and

(iv)the Company has confirmed that it shall ensure that any relevant Disposal Proceeds will be applied in accordance with clause 11.2 (Disposal and Insurance).

(c)Upon notification by the Agent to the Company of its acceptance of the resignation of a Borrower, that Party shall cease to be a Borrower and shall have no further rights or obligations under the Finance Documents as a Borrower.

(d)The Agent may, at the cost and expense of the Company, require a legal opinion from counsel to the Agent confirming the matters set out in clause 30.3(b)(ii) and the Agent shall be under no obligation to accept a Resignation Letter until it has obtained such opinion in form and substance satisfactory to it.

30.4Additional Guarantors

(a)Subject to compliance with the provisions of clause 24.8 (“Know your customer” checks), the Company shall ensure that any other member of the Group which is a Material Company (other than the French Subsidiary and the Czech Subsidiary) shall within ten Business Days after becoming a Material Company, shall become an Additional Guarantor.

(b)A member of the Group shall become an Additional Guarantor if the Agent has received all of the documents and other evidence listed in part 3 (Conditions precedent required to be delivered by an Additional Obligor) of schedule 2 in relation to that Additional Guarantor, each in form and substance satisfactory to the Agent.

(c)The Agent shall notify the Company and the other Finance Parties promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in part 3 (Conditions precedent required to be delivered by an Additional Obligor) of schedule 2.

30.5Resignation of a Guarantor

(a)The Company may request that a Guarantor (other than the Company) ceases to be a Guarantor by delivering to the Agent a Resignation Letter if:

(i)that Guarantor is being disposed of by way of a Third Party Disposal (as defined in clause 30.3) and the Company has confirmed this is the case; or

(ii)subject to clause 3.3(c)(ii) (Amendments and waivers: Senior Lenders) of the Intercreditor Deed, all the Lenders have consented to the resignation of that Guarantor.

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(b)Subject to clause 16.10 (Resignation of a Debtor) of the Intercreditor Deed, the Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance upon satisfaction of each of the following conditions:

(i)the Company has confirmed that no Default is continuing or would result from the acceptance of the Resignation Letter;

(ii)no payment is due from the Guarantor under clause 22.1 (Guarantee and indemnity);

(iii)where the Guarantor is also a Borrower, it is under no actual or contingent obligations as a Borrower and has resigned and ceased to be a Borrower under clause 30.3; and

(iv)the Company has confirmed that it shall ensure that the relevant Disposal Proceeds will be applied, in accordance with clause 11.2.

(c)The resignation of that Guarantor shall not be effective until the date of the relevant Third Party Disposal at which time that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents as a Guarantor.

30.6Repetition of Representations

Delivery of an Accession Deed constitutes confirmation by the relevant Subsidiary that the representations and warranties referred to in clause 23.33(d) are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

30.7Resignation and release of Security on disposal

If a Borrower or Guarantor is or is proposed to be the subject of a Third Party Disposal then:

(a)where that Borrower or Guarantor created Transaction Security over any of its assets or business in favour of the Security Trustee, or Transaction Security in favour of the Security Trustee was created over the shares (or equivalent) of that Borrower or Guarantor, the Security Trustee may, at the cost and request of the Company, release those assets, business or shares (or equivalent) and issue certificates of non-crystallisation;

(b)the resignation of that Borrower or Guarantor and related release of Transaction Security referred to in clause 30.7(a) shall not become effective until the date of that disposal; and

(c)if the disposal of that Borrower or Guarantor is not made, the Resignation Letter of that Borrower or Guarantor and the related release of Transaction Security referred to in clause 30.7(a) shall have no effect and the obligations of that Borrower or Guarantor and the Transaction Security created or intended to be created by or over that Borrower or Guarantor shall continue in such force and effect as if that release had not been effected.

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31Role of the Agent, the Arrangers and others

31.1Appointment of the Agent

(a)Each of the Arrangers and the Lenders appoints the Agent to act as its agent under and in connection with the Finance Documents.

(b)Each of the Arrangers and the Lenders authorises the Agent to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

31.2Duties of the Agent

(a)Subject to clause 31.2(b), the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.

(b)Without prejudice to clause 28.7 (Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Company), clause 31.2(a) above shall not apply to any Transfer Certificate, any Assignment Agreement or any Increase Confirmation.

(c)Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(d)If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

(e)If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Arrangers or the Security Trustee) under this Agreement it shall promptly notify the other Finance Parties.

(f)The Agent shall maintain a register for recordation of the names, addresses (including the department or officer) if any, to whom communications are to be made or documents are to be delivered), fax numbers, electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means and the Commitments of each Lender, and agrees to provide to the Company within 5 Business Days of a request by the Company (but no more frequently than once per calendar month) or as soon as reasonably practicable upon the Agent becoming an Impaired Agent a copy of such register as at the date of that request. The entries in the register shall be conclusive absent manifest error, and the Obligors and the Lenders may treat each Person whose name is recorded in the register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,

(g)The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

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31.3Role of the Arrangers

Except as specifically provided in the Finance Documents, the Arrangers have no obligations of any kind to any other Party under or in connection with any Finance Document.

31.4No fiduciary duties

(a)Nothing in this Agreement constitutes the Agent and/or the Arrangers as a trustee or fiduciary of any other person.

(b)None of the Agent, the Security Trustee, the Arrangers or any Ancillary Lender shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

31.5Business with the Group

The Agent, the Security Trustee, the Arrangers and each Ancillary Lender may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

31.6Rights and discretions

(a)The Agent may rely on:

(i)any representation, notice or document (including, without limitation, any notice given by a Lender pursuant to clause 29.2(b) or 29.2(c) (Disenfranchisement on Debt Purchase Transactions entered into by Sponsor Affiliates)) believed by it to be genuine, correct and appropriately authorised; and

(ii)any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

(b)The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(i)no Default has occurred (unless it has actual knowledge of a Default arising under clause 27.1 (Non-payment));

(ii)any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised;

(iii)any notice or request made by the Company (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors; and

(iv)no Notifiable Debt Purchase Transaction:

(A)has been entered into;

(B)has been terminated; or

(C)has ceased to be with a Sponsor Affiliate.

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(c)The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

(d)The Agent may act in relation to the Finance Documents through its personnel and agents.

(e)The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

(f)Without prejudice to the generality of clause 31.6(e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company shall disclose the same upon the written request of the Majority Lenders.

(g)Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent or the Arrangers is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

(h)The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender for the purpose of clause 15.3(a)(ii) (Market disruption).

31.7Majority Lenders’ instructions

(a)Unless a contrary indication appears in a Finance Document, the Agent shall:

(i)exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent); and

(ii)not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.

(b)Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties other than the Security Trustee.

(c)The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions.

(d)In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.

(e)The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document. This clause 31.7(e) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or the Transaction Security Documents.

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31.8Responsibility for documentation

None of the Agent or any Arranger or any Ancillary Lender:

(a)is responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, any Arranger, an Ancillary Lender, an Obligor or any other person given in or in connection with any Finance Document, the Information Memorandum or the transactions contemplated in the Finance Documents;

(b)is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document or the Transaction Security; or

(c)is responsible for any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

31.9Exclusion of liability

(a)Without limiting clause 31.9(b) (and without prejudice to the provisions of clause 34.11(e) (Disruption to Payment Systems etc), none of the Agent or any Ancillary Lender will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for any action taken by it (or any omission by it to act) under or in connection with any Finance Document or the Transaction Security, unless directly caused by its gross negligence or wilful misconduct.

(b)No Party (other than the Agent or an Ancillary Lender (as applicable)) may take any proceedings against any officer, employee or agent of the Agent or any Ancillary Lender, in respect of any claim it might have against the Agent or an Ancillary Lender or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Transaction Document and any officer, employee or agent of the Agent or any Ancillary Lender may rely on this clause subject to clause 1.3 (Third party rights) and the provisions of the Third Parties Act.

(c)The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.

(d)Nothing in this Agreement shall oblige the Agent or the Arrangers to carry out any “know your customer” or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Agent and the Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or the Arrangers.

31.10Lenders’ indemnity to the Agent

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within 3 Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent’s gross negligence

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or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to clause 34.11 (Disruption to Payment Systems etc) notwithstanding the Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document).

31.11Resignation of the Agent

(a)The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders and the Company.

(b)Alternatively the Agent may resign by giving notice to the Lenders and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Agent.

(c)If the Majority Lenders have not appointed a successor Agent in accordance with clause 31.11(b) within 30 days after notice of resignation was given, the Agent (after consultation with the Company) may appoint a successor Agent (acting through an office in the United Kingdom).

(d)If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 31.11(c), the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 31 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties.

(e)The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

(f)The Agent’s resignation notice shall only take effect upon the appointment of a successor.

(g)Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this clause 31. Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(h)After consultation with the Company, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with clause 31.11(b). In this event, the Agent shall resign in accordance with clause 31.11(b).

31.12Replacement of the Agent

(a)After consultation with the Company, the Majority Lenders may, by giving 30 days’ notice to the Agent (or at any time the Agent is an Impaired Agent, by giving any

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shorter notice determined by the Majority Lenders) replace the Agent by appointing a successor Agent (acting through an office in the United Kingdom).

(b)The retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

(c)The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this clause 31.12 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).

(d)Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

31.13Confidentiality

(a)In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b)If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.

(c)Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are obliged to disclose to any other person:

(i)any confidential information; or

(ii)any other information if the disclosure would or might in its reasonable opinion constitute a breach of any law or a breach of a fiduciary duty.

31.14Relationship with the Lenders

(a)Subject to clause 28.10 (Pro rata interest settlement), the Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Agent’s principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:

(i)entitled to or liable for any payment due under any Finance Document on that day; and

(ii)entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

unless it has received not less than 5 Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

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(b)Each Lender shall supply the Agent with any information required by the Agent in order to calculate the Mandatory Cost in accordance with schedule 4 (Mandatory Cost Formula).

(c)Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted by clause 36.5 (Communication when Agent is Impaired Agent) electronic mail address and/or any other information required to enable the sending and receipt of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, tax number, electronic mail address, department and officer by that Lender for the purposes of clause 36.2 (Addresses) and clause 36.6(a)(iii) (Electronic Communication) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

31.15Credit appraisal by the Lenders and Ancillary Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender and Ancillary Lender confirms to the Agent, the Arrangers and each Ancillary Lender that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

(a)the financial condition, status and nature of each member of the Group;

(b)the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and the Transaction Security and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security;

(c)whether that Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the Transaction Security, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(d)the adequacy, accuracy and/or completeness of the Information Memorandum and any other information provided by the Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(e)the right or title of any person in or to, or the value or sufficiency of any part of the Secured Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Secured Assets.

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31.16Base Reference Banks

If a Base Reference Bank (or, if a Base Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Agent shall (in consultation with the Company) appoint another Lender or an Affiliate of a Lender to replace that Base Reference Bank.

31.17Agent’s management time

(a)Any amount payable to the Agent under clause 19.3 (Indemnity to the Agent), clause 21 (Costs and expenses) and clause 31.10 following an Event of Default shall include the cost of utilising the Agent’s management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Agent may notify to the Company and the Lenders, and is in addition to any fee paid or payable to the Agent under clause 16 (Fees).

(b)Any cost of utilising the Agent’s management time or other resources shall include, without limitation, any such costs in connection with clause 29.2 (Disenfranchisement on Debt Purchase Transactions entered into by Sponsor Affiliates).

31.18Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent (in its capacity as such) under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

31.19Reliance and engagement letters

Each Finance Party confirms that each of the Arrangers, the Agent and the Security Trustee has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Arrangers, Agent or the Security Trustee) the terms of any reliance letter or engagement letters relating to any reports or letters provided in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.

32Conduct of business by the Finance Parties

No provision of this Agreement will:

(a)interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b)oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c)oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

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33Sharing among the Finance Parties

33.1Payments to Finance Parties

(a)Subject to clause 33.1(b) below, if a Finance Party (Recovering Finance Party) receives or recovers any amount from an Obligor other than in accordance with clauses 16.2 (participation fee), 16.3 (Agency fee) and 34 (Payment mechanics) (a Recovered Amount) and applies that amount (or exercises any other right (including any right of set-off or combination) which it may have, in each case) to or towards the discharge of a payment due under the Finance Documents then:

(i)the Recovering Finance Party shall, within 3 Business Days, notify details of the receipt recovery, or discharge, to the Agent;

(ii)the Agent shall determine whether the receipt recovery or discharge is in excess of the amount the Recovering Finance Party would have been paid had the receipt recovery or discharge been received or made by the Agent and distributed in accordance with clause 34 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

(iii)the Recovering Finance Party shall, within 3 Business Days of demand by the Agent, pay to the Agent an amount (Sharing Payment) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with clause 34.6 (partial payments).

(b)Clause 33.1(a) above shall not apply to any amount received or recovered by an Ancillary Lender in respect of any cash cover provided for the benefit of that Ancillary Lender.

33.2Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the Sharing Finance Parties) in accordance with clause 34.6 (partial payments) towards the obligations of that Obligor to the Sharing Finance Parties.

33.3Recovering Finance Party’s rights

On a distribution by the Agent under clause 33.2 of a payment received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor.

33.4Reversal of redistribution

If any part of the Sharing Payment received or recovered (or which is deemed to have been received or recovered) by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a)each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for that account of that Recovering Finance Party an amount equal to the appropriate

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part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the Redistributed Amount); and

(b)as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor.

33.5Exceptions

(a)This clause 33 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this clause, have a valid and enforceable claim against the relevant Obligor.

(b)A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i)it notified the other Finance Party of the legal or arbitration proceedings; and

(ii)the other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

33.6Ancillary Lenders

(a)This clause 33 shall not apply to any receipt or recovery by a Lender in its capacity as an Ancillary Lender at any time prior to service of notice under clause 27.20 (Acceleration).

(b)Following service of notice under clause 27.20 (Acceleration), this clause 33 shall apply to all receipts or recoveries by Ancillary Lenders except to the extent that the receipt or recovery represents a reduction from the Designated Gross Amount for an Ancillary Facility to its Designated Net Amount.

34Payment mechanics

34.1Payments to the Agent

(a)On each date on which an Obligor or a Lender is required to make a payment under a Finance Document (excluding a payment under the terms of an Ancillary Document) or, in the case of an Obligor, a scheduled payment under a Hedging Agreement, that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b)Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in a Participating Member State or London) with such bank as the Agent specifies.

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34.2Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall, subject to clause 34.3 and clause 34.4 be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than 5 Business Days notice with a bank in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State or London).

34.3Distributions to an Obligor

The Agent may (with the consent of the Obligor or in accordance with clause 35 (Set-off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

34.4Clawback

(a)Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b)If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

34.5Impaired Agent

If, at any time, the Agent becomes an Impaired Agent, an Obligor or a Lender which is required to make a payment under the Finance Documents to the Agent in accordance with clause 34.1 (Payments to the Agent) may instead pay that amount direct to the required recipient or if the relevant Obligor and the Majority Lenders agree at that time pay that amount to an interest-bearing account (which account shall bear interest at a market rate taking into account the currency and term of the deposit) held with an Acceptable Bank which is a regular acceptor of deposits within the meaning of paragraph (a) of the definition of Acceptable Bank and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the Payment and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents. In each case such payments must be made on the due date for payment under the Finance Documents. The trust account must be held in London or in a principal financial centre of another jurisdiction whose law recognises the concept of a trust arrangement and in which the Majority Lenders consider that the rights of the Partiers in respect of that account (and the rights to receive monies due to them standing to its credit) will not be prejudiced (including in the event of an insolvency or other similar proceedings affecting the Acceptable Bank or the relevant recipient party). In each case such payments must be made on the due date for payment under the Finance Documents.

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34.6Partial payments

(a)If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents to the Agent, the Arrangers, the Security Trustee and the Lenders, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents to such parties in the following order:

(i)first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Arrangers and the Security Trustee under those Finance Documents;

(ii)secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documents to such parties;

(iii)thirdly, in or towards payment pro rata of any principal due but unpaid under those Finance Documents to such parties; and

(iv)fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents to such parties.

(b)The Agent shall, if so directed by the Majority Lenders, vary the order set out in clause 34.6(a)(ii) to 34.6(a)(iv).

(c)Clause 34.6(a) and 34.6(b) will override any appropriation made by an Obligor.

34.7No set-off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

34.8Business Days

(a)Subject to clause 34.8(b), any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b)If a payment under the Finance Documents is due to be paid on a relevant Termination Date but that day is not a Business Day, that payment shall be made on the preceding Business Day.

(c)During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the date on which, but for this clause 34.8, such principal or Unpaid Sum would otherwise have been due.

34.9Currency of account

(a)Subject to clause 34.9(b) to 34.9(e), the Base Currency is the currency of account and payment for any sum due from an Obligor under any Finance Document.

(b)A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall be made in the currency in which that Loan or Unpaid Sum is denominated on its due date.

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(c)Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued.

(d)Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(e)Any amount expressed to be payable in a currency other than the Base Currency shall be paid in that other currency.

34.10Change of currency

(a)Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i)any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Company); and

(ii)any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).

(b)If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Company) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.

34.11Disruption to Payment Systems etc

If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:

(a)the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facilities as the Agent may deem necessary in the circumstances;

(b)the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in clause 34.11(a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c)the Agent may consult with the other Finance Parties in relation to any changes mentioned in clause 34.11(a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d)any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of clause 40 (Amendments and waivers);

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(e)the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this clause 34.11; and

(f)the Agent shall notify the other Finance Parties of all changes agreed pursuant to clause 34.11(d) above.

35Set-off

(a)A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

(b)Any credit balances taken into account by an Ancillary Lender when operating a net limit in respect of any overdraft under an Ancillary Facility shall on enforcement of the Finance Documents be applied first in reduction of the overdraft provided under that Ancillary Facility in accordance with its terms.

36Notices

36.1Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

36.2Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(a)in the case of the Company, that identified with its name below;

(b)in the case of the Agent, the Arrangers, the Security Trustee, each Original Lender and the Original Ancillary Lender, that identified with its name below; and

(c)in the case of each other Lender, each other Ancillary Lender or any other Obligor, that notified in writing to the Agent on or prior to the date on which it becomes a Party,

or any substitute address, fax number or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than 5 Business Days notice.

36.3Delivery

(a)Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i)if by way of fax, when received in legible form; or

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(ii)if by way of letter, when it has been left at the relevant address or 3 Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,

and, if a particular department or officer is specified as part of its address details provided under clause 36.2, if addressed to that department or officer.

(b)Any communication or document to be made or delivered to the Agent or the Security Trustee will be effective only when actually received by the Agent or Security Trustee and then only if it is expressly marked for the attention of the department or officer identified with the Agents or Security Trustees signature below (or any substitute department or officer as the Agent or Security Trustee shall specify for this purpose).

(c)All notices from or to an Obligor shall be sent through the Agent.

(d)Any communication or document made or delivered to the Company in accordance with this clause 36.3 will be deemed to have been made or delivered to each of the Obligors.

36.4Notification of address and fax number

Promptly upon receipt of notification of an address and fax number or change of address or fax number pursuant to clause 36.2 or changing its own address or fax number, the Agent shall notify the other Parties.

36.5Communication when Agent is an Impaired Agent

Upon the Agent becoming aware that it is an Impaired Agent, the Agent will as soon as reasonably practicable notify, in writing, each Party to a Finance Document that it is an Impaired Agent (the Impaired Agent Notice). The Impaired Agent Notice will specify the date on which the Agent became an Impaired Agent and will include the details required to be delivered by the Agent under clause 31.2 (Duties of the Agent). From the date of the Impaired Agent Notice, the Parties may, instead of communicating with each other through the Agent, communicate with each other directly and (while the Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly. This provision shall not operate after a replacement Agent has been appointed. For the avoidance of doubt, the failure of the Agent to deliver the Impaired Agent Notice will not prevent the Parties from communicating directly with each other if the Agent is an Impaired Agent.

36.6Electronic communication

(a)Any communication to be made between the Agent or the Security Trustee and a Lender under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if the Agent, the Security Trustee and the relevant Lender:

(i)agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

(ii)notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

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(iii)notify each other of any change to their address or any other such information supplied by them.

(b)Any electronic communication made between the Agent and a Lender or the Security Trustee will be effective only when actually received in intelligible form and in the case of any electronic communication made by a Lender to the Agent or the Security Trustee only if it is addressed in such a manner as the Agent or Security Trustee shall specify for this purpose.

36.7English language

(a)Any notice given under or in connection with any Finance Document must be in English.

(b)All other documents provided under or in connection with any Finance Document must be:

(i)in English; or

(ii)if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

37Calculations and certificates

37.1Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

37.2Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

37.3Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Interbank Market differs, in accordance with that market practice.

38Partial invalidity

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

39Remedies and waivers

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or

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partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement and the other Finance Documents are cumulative and not exclusive of any rights or remedies provided by law.

40Amendments and waivers

40.1Intercreditor Deed

This clause 40 is subject to the terms of the Intercreditor Deed.

40.2Required consents

(a)Subject to clause 40.3 any term of the Finance Documents may be amended or waived only with the prior written consent of the Majority Lenders and the Company and any such amendment or waiver will be binding on all Parties.

(b)The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this clause 40.

(c)Each Obligor agrees to any such amendment or waiver permitted by this clause 40 which is agreed to by the Company. This includes any amendment or waiver which would, but for this clause 40.2(c), require the consent of all of the Guarantors.

40.3Exceptions

(a)An amendment or waiver that has the effect of changing or which relates to:

(i)the definition of Majority Lenders in clause 1 (Definitions and interpretation);

(ii)an extension to the date of payment of any amount under the Finance Documents;

(iii)a reduction in the Margin (other than by means of the operation of the Margin ratchet) or a reduction in the amount of any payment of principal, interest, fees or other amount payable to a Lender under the Finance Documents (other than in relation to clause 11 (Mandatory prepayment));

(iv)a change in currency of payment of any amount under the Finance Documents;

(v)an increase in or an extension of any Commitment or the Total Commitments;

(vi)a change to the Borrowers or Guarantors other than in accordance with clause 30 (Changes to the Obligors);

(vii)any provision which expressly requires the consent of all the Lenders;

(viii)clause 1.3 (Third party rights), clause 2.3 (Finance Parties’ rights and obligations), clause 11 (Mandatory prepayment), 15.1 (Margin adjustment), clause 28 (Changes to the Lenders), clause 33 (Sharing among the Finance Parties) or this clause 40;

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(ix)(other than as expressly permitted by the provisions of any Finance Document) the nature or scope of:

(A)the guarantee and indemnity granted under clause 22 (Guarantee and indemnity);

(B)the Charged Property; or

(C)the manner in which the proceeds of enforcement of the Transaction Security are distributed

(except in the case of paragraph (B) and paragraph (C) above insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document);

(x)the release of any guarantee and indemnity granted under clause 22 (Guarantee and indemnity) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement; or

(xi)any amendment to the order of priority or subordination under the lntercreditor Deed,

shall not be made without the prior consent of all the Lenders.

(b)An amendment or waiver which relates to the rights or obligations of the Agent, the Arrangers, the Security Trustee, any Ancillary Lender or any Hedge Counterparty (each in their capacity as such) may not be effected without the prior written consent of the Agent, the Arrangers, the Security Trustee, that Ancillary Lender or, as the case may be, that Hedge Counterparty.

40.4Deemed consent

If at any time the Lenders agree to amend or waive any term of this Agreement in accordance with this clause 40 then the Ancillary Lenders will be deemed to make a corresponding amendment or waiver in equivalent terms to the Ancillary Documents and to take any steps that the Agent may reasonably require on behalf of the Lenders to give effect to this clause 40.4.

40.5Disenfranchisement of Defaulting Lenders

(a)For so long as a Defaulting Lender has any Available Commitment, in ascertaining the Majority Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments or Total Revolving Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments.

(b)For the purposes of this clause 40.5 the Agent may assume that the following Lenders are Defaulting Lenders:

(i)any Lender which has notified the Agent that it has become a Defaulting Lender;

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(ii)any Lender in relation to which it is aware that any of the events of circumstances referred to in paragraphs (a), (b) or (c) of the definition of Defaulting Lender has occurred and, in the case of the events or circumstances referred to in paragraph (a), none of the exceptions to that paragraph apply,

unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

40.6Replacement of a Defaulting Lender

(a)The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving 10 Business Days’ prior written notice to the Agent and such Lender:

(i)replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to clause 28 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;

(ii)require such Lender to (and such Lender shall) transfer pursuant to clause 28 (Changes to the Lenders) all (and not part only) of the undrawn Revolving Commitment of the Lender; or

(iii)require such Lender to (and such Lender shall) transfer pursuant to clause 28 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Revolving Facility,

to a Lender or other bank, financial institution, trust, fund or other entity (Replacement Lender) selected by the Company, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.

(b)Any transfer of rights and obligations of a Defaulting Lender pursuant to this clause shall be subject to the following conditions:

(i)the Company shall have no right to replace the Agent or Security Agent;

(ii)neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;

(iii)the transfer must take place no later than 20 Business Days after the notice referred to in clause 40.6(a) above; and

(iv)in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.

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41Confidentiality

41.1Confidential Information

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by clause 41.2 (Disclosure of Confidential Information) and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

41.2Disclosure of Confidential Information

Any Finance Party may disclose:

(a)to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this clause 41.2(a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information:

(b)to any person:

(i)to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;

(ii)with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;

(iii)appointed by any Finance Party or by a person to whom clause 41.2(b)(i) or (ii) applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under clause 31.14(c) (Relationship with the Lenders));

(iv)who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in clause 41.2(b)(i) or 41.2(b)(ii);

(v)to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

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(vi)to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to clause 28.9 (Security over Lenders’ rights));

(vii)to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(viii)who is a Party; or

(ix)with the consent of the Company;

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

(A)in relation to clause 41.2(b)(i), 41.2(b)(ii) and 41.2(b)(iii), the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(B)in relation to clause 41.2(b)(iv), the person to whom the Confidential Information is to be given has entered into a Confidential Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;

(C)in relation to clauses 41.2(b)(v) and 41.2(b)(vii), the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances;

(c)to any person appointed by that Finance Party or by a person to whom clause 41.2(b)(i) or 41.2(b)(ii) applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this clause 41.2(c) if the party to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information;

(d)to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information.

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41.3Disclosure to a numbering service provider

(a)Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facilities and/or one or more Obligors the following information:

(i)names of Obligors;

(ii)country of domicile of Obligors;

(iii)place of incorporation of Obligors;

(iv)date of this Agreement;

(v)the names of the Agent and the Arranger;

(vi)date of each amendment and restatement of this Agreement;

(vii)amount of Total Commitments;

(viii)currencies of the Facilities;

(ix)type of Facilities;

(x)ranking of Facilities;

(xi)changes to any of the information previously supplied pursuant to paragraphs (i) and (xi) above; and

(xii)such other information agreed between such Finance Party and the Company.

to enable such number service provider to provide its usual syndicated loan numbering identification services.

(b)The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facilities and/or one or more Obligors by a number service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that number service provider.

(c)Each Obligor represents that none of the information set out in paragraphs (i) to (xiii) of paragraph (a) above is, nor will at any time be, unpublished price-sensitive information.

(d)The Agent shall notify the Parent and the other Finance Parties of:

(i)the name of any numbering service provider appointed by the Agent in respect of this Agreement, the Facilities and/or one or more Obligors; and

(ii)the number or, as the case may be, numbers assigned to this Agreement, the Facilities and/or one or more Obligors by such numbering service provider.

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41.4Entire agreement

This clause 41 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

41.5Inside information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

41.6Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Company:

(a)of the circumstances of any disclosure of Confidential Information made pursuant to clause 41.2(b)(v) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(b)upon becoming aware that Confidential Information has been disclosed in breach of this clause 41.

41.7Continuing obligations

The obligations in this clause 41 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of 12 months from the earlier of:

(a)the date on which all amounts payable by the Obligors under or in connection with the Finance Documents have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

(b)the date on which such Finance Party otherwise ceases to be a Finance Party.

42Publicity

The Company and each Obligor confirm it will not delay or unreasonably withhold its consent to any Finance Party publicising (by such means as that Finance Party may determine) its role in the funding of the Facilities.

43Counterparts

Each Finance Document may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of a Finance Document by e-mail attachment or telecopy shall be an effective mode of delivery.

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44Governing law

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

45Enforcement

45.1Jurisdiction of English courts

(a)The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a Dispute).

(b)The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c)This clause 45 is for the benefit of the Finance Parties. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

45.2Service of process

(a)Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):

(i)irrevocably appoints Luxfer Holdings PLC as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document (and Luxfer Holdings PLC by its execution of this Agreement, accepts that appointment); and

(ii)agrees that failure by an agent for service of process to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

(b)If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, Luxfer Holdings PLC (on behalf of all the Obligors) must immediately (and in any event within 5 days of such event taking place) appoint another agent on terms acceptable to the Agent. Failing this, the Agent may appoint another agent for this purpose.

(c)Luxfer Holdings PLC expressly agrees and consents to the provisions of this clause 45 and clause 44 (Governing law).

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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Schedule 1

Part 1 - Original Borrowers

Company Name	Company Number	Relevant Jurisdiction
Luxfer Holdings PLC	3690830	England & Wales
BA Holdings, Inc.		Delaware
Luxfer Group Limited	3944037	England & Wales
Luxfer Group 2000 Limited	4027006	England & Wales
MEL Chemicals Inc.		New Jersey
Magnesium Elektron North America Inc.		Delaware

Part 2 - Original Guarantors

Company Name	Company Number	Relevant Jurisdiction
Luxfer Holdings PLC	3690830	England & Wales
BA Holdings, Inc.		Delaware
Luxfer Group Limited	3944037	England & Wales
Luxfer Group 2000 Limited	4027006	England & Wales
MEL Chemicals Inc.		New Jersey
Magnesium Elektron North America, Inc.		Delaware
Luxfer Gas Cylinders Limited	3376625	England & Wales
Luxfer Group Services Limited	3981395	England & Wales
Magnesium Elektron Limited	3141950	England & Wales
Luxfer Overseas Holdings Limited	3081726	England & Wales
Luxfer Gas Cylinders China Holdings Limited	5165622	England & Wales
Luxfer Inc.		Delaware
Hart Metals, Inc.		Delaware
Reade Manufacturing Company		Delaware

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Part 3 - The Original Lenders

	Facility A Commitment		Revolving Facility Commitment		Total Commitment		Bilateral Limit
Lloyds TSB Bank plc	£	15,000,000	£	20,000,000	£	35,000,000	£	17,000,000
Clydesdale Bank PLC (trading as Yorkshire Bank)	£	10,700,000	£	14,300,000	£	25,000,000	£	9,800,000
Bank of America, N.A.	£	4,300,000	£	5,700,000	£	10,000,000	US$		17,250,000

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Schedule 2

Conditions precedent

Part 1 - Conditions precedent to signing this Agreement

1Obligors

(a)A copy of the constitutional documents of each Original Obligor.

(b)A copy of a resolution of the board or, if applicable, a committee of the board of directors of each Original Obligor:

(i)approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute, deliver and perform the Transaction Documents to which it is a party;

(ii)authorising a specified person or persons to execute the Transaction Documents to which it is a party on its behalf;

(iii)authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request and Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and

(iv)in the case of an Obligor other than the Company, authorising the Company to act as its agent in connection with the Finance Documents.

(c)If applicable, a copy of a resolution of the board of directors of the relevant Original Obligor, establishing the committee referred to in paragraph 1(b).

(d)A specimen of the signature of each person authorised by the resolution referred to in paragraph 1(b) in relation to the Finance Documents and related documents.

(e)A copy of a resolution signed by all the holders of the issued shares in each Original Guarantor (other than the Company), approving the terms of, and the transactions contemplated by, the Finance Documents to which the Original Guarantor is a party.

(f)A copy of a resolution of the board of directors of each corporate shareholder of each Original Guarantor approving the terms of the resolution referred to in paragraph 1(e).

(g)A certificate from a director of the Company confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, Security or similar limit binding on any Original Obligor to be exceeded.

(h)A certificate from a director of the Company or other relevant Original Obligor certifying that each copy document relating to it specified in this part 1 of schedule 2 is correct, complete and in full force and effect and has not been amended, novated, supplemented, superseded or terminated as at a date no earlier than the date of this Agreement.

(i)If an Original Obligor is not incorporated in England and Wales, such documentary evidence that such Original Obligor has complied with any law in its jurisdiction relating to financial assistance or analogous process.

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(j)If an Original Obligor is incorporated outside the United Kingdom, a certificate of that Obligor (signed by a director) certifying either that (i) it has not registered one or more establishments (as that term is defined in Part 1 of the Overseas Companies Regulations 2009) with the Registrar of Companies or (ii) it has such an establishment and specifying the name and registered number under which it is registered with the Registrar of Companies.

(k)A search at the Companies Court at the Royal Courts of Justice in London and at Companies House as at the date of this Agreement revealing no adverse entries against any of the Original Obligors.

(l)A Uniform Commercial Code search of the Secretary of State (or equivalent recording office) of the state of incorporation of each US Obligor in a form acceptable to the Agent’s counsel and releases in a form acceptable to the Agent’s counsel of any existing liens appearing on such searches that do not constitute Permitted Security.

2Finance Documents

(a)This Agreement executed by each member of the Group who is a party to this Agreement.

(b)The Fee Letters executed by the Company.

(c)The Hedging Letter.

3Other documents and evidence

(a)The Group Structure Chart which shows the Group assuming the Closing Date has occurred.

(b)The Base Case Model.

(c)The Information Memorandum.

(d)A copy, certified by a director of the Company to be a true copy, of the Original Financial Statements of each other Obligor.

(e)The Funds Flow Statement detailing the proposed movement of funds on or before the Closing Date.

(f)The Note Documents in the agreed form.

(g)An irrevocable prepayment notice in the agreed form in respect of the Existing Notes signed by the Company together with a certificate from a director of the Company confirming that such prepayment notices will be served on or prior to the date falling 5 Business Days after the date of this Agreement.

(h)The Agent being satisfied with the results of its “know your customer” and money laundering checks on the Original Obligors, and their officers and shareholders.

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Part 2 - Conditions precedent to initial Utilisation

1Obligors

(a)A copy of the constitutional documents of each Original Obligor (and in respect of MEL Chemicals Inc as certified by applicable regulatory authority in a form acceptable to the Agent (acting reasonably)).

(b)A copy of a resolution of the board or, if applicable, a committee of the board of directors of each Original Obligor:

(i)approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute, deliver and perform the Transaction Documents to which it is a party;

(ii)authorising a specified person or persons to execute the Transaction Documents to which it is a party on its behalf;

(iii)authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request and Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and

(iv)in the case of an Obligor other than the Company, authorising the Company to act as its agent in connection with the Finance Documents.

(c)If applicable, a copy of a resolution of the board of directors of the relevant Original Obligor, establishing the committee referred to in paragraph 1(b).

(d)A specimen of the signature of each person authorised by the resolution referred to in paragraph 1(b) in relation to the Finance Documents and related documents.

(e)A copy of a resolution signed by all the holders of the issued shares in each Original Guarantor (other than the Company), approving the terms of, and the transactions contemplated by, the Finance Documents to which the Original Guarantor is a party.

(f)A copy of a resolution of the board of directors of each corporate shareholder of each Original Guarantor approving the terms of the resolution referred to in paragraph 1(e).

(g)A certificate from a director of the Company confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, Security or similar limit binding on any Original Obligor to be exceeded.

(h)A certificate from a director of the Company or other relevant Original Obligor certifying that each copy document relating to it specified in this part 2 of schedule 2 is correct, complete and in full force and effect and has not been amended, novated, supplemented, superseded or terminated as at a date no earlier than the first Utilisation Date.

(i)If an Original Obligor is not incorporated in England and Wales, such documentary that such Original Obligor has complied with any law in its jurisdiction relating to financial assistance or analogous process.

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(j)If an Original Obligor is incorporated outside the United Kingdom, a certificate of that Obligor (signed by a director) certifying either that (i) it has not registered one or more establishments (as that term is defined in Part 1 of the Overseas Companies Regulations 2009) with the Registrar of Companies or (ii) it has such an establishment and specifying the name and registered number under which it is registered with the Registrar of Companies.

(k)A search at the Companies Court at the Royal Courts of Justice in London and at Companies House as at the first Utilisation Date revealing no adverse entries against any of the Original Obligors.

(l)A Uniform Commercial Code search of the Secretary of State (or equivalent recording office) of the state of incorporation of each US Obligor in a form acceptable to the Agent’s counsel and releases in a form acceptable to the Agent’s counsel of any existing liens appearing on such searches that do not constitute Permitted Security.

2Transaction Documents

A copy of each of the Transaction Documents (other than the Finance Documents) executed by the parties to those documents.

3Finance Documents

(a)The lntercreditor Deed executed by all the parties to that deed.

(b)An ancillary facility letter between Lloyds TSB Bank plc and the Company.

(c)An ancillary facility letter between Bank of America, N.A. and the Company.

(d)An ISDA Master Agreement and ISDA Schedule between the Company and each Bilateral Lender.

(e)At least 2 originals of the following Transaction Security Documents executed by the Original Obligors specified below opposite the relevant Transaction Security Document:

Name of Original Obligor	Transaction Security Document
Each Obligor incorporated in England and Wales	Debenture
Each Obligor incorporated in US	Security agreement
Luxfer Overseas Holdings Limited, BA Holdings, Inc and MEL Chemicals Inc.	Share pledge agreement

(f)All duly executed notices required to be sent under the Transaction Security Documents.

(g)All share certificates, transfers and stock transfer forms or equivalent duly executed by the relevant Obligor in blank in relation to the assets subject to or expressed to be subject to the Transaction Security and other documents of title to be provided under the Transaction Security Documents.

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(h)A perfection certificate for each US Obligor delivered to the Security Trustee, which shall be executed by such US Obligor and shall be in a form and substance previously provided to the Security Trustee or in a form and substance satisfactory to the Security Trustee (acting reasonably).

4Insurance

A letter from Marsh insurance broker dated no earlier than the Closing Date listing the insurance policies of the Group and confirming that they are on risk and that the insurance for the Group at the first Utilisation Date covering appropriate risks for the business carried out by the Group and that such insurance complies with the terms of the Finance Documents.

5Legal opinions

The following legal opinions, each addressed to, and capable of being relied on by, the Agent, the Security Trustee and the Original Lenders:

(a)a legal opinion of Addleshaw Goddard LLP, legal advisers to the Agent, the Arrangers and the Security Trustee as to English law substantially in the form provided to the Agent, the Arrangers and the Security Trustee and/or distributed to the Original Lenders prior to execution and delivery of this Agreement;

(b)a legal opinion of Husch Blackwell, legal advisers to the Agent, Arrangers and the Security Trustee as to New York law substantially in the form provided to the Agent, the Arrangers and the Security Trustee and/or distributed to the Original Lenders prior to execution and delivery of this Agreement; and

(c)a legal opinion of Brown Mokowitz & Kellen, PLC., legal advisers to the Agent, Arrangers and the Security Trustee as to New Jersey law substantially in the form provided to the Agent, the Arrangers and the Security Trustee and/or distributed to the Original Lenders prior to execution and delivery of this Agreement.

6Other documents and evidence

(a)Evidence that any process agent referred to in clause 45.2 (Service of process), if not an Original Obligor, has accepted its appointment.

(b)Evidence that the fees, costs and expenses then due from the Company pursuant to clause 7.4 (Repayment of Ancillary Facility), clause 16 (Fees) and clause 21 (Costs and expenses) payable before the Closing Date have been paid and fees payable on the Closing Date have or will be paid on the Closing Date.

(c)A certificate from a director of the Company specifying each member of the Group (assuming the Closing Date has occurred) which is a Dormant Subsidiary as at the Closing Date together with certified copies (certified by such director to be a true copy) of the last audited accounts of each such Dormant Subsidiary.

(d)A certificate from a director of the Company certifying that:

(i)the Note Documents are in full force and effect;

(ii)a utilisation request requesting the utilisation of the full amount of the Notes on or before the Closing Date has been issued by the Company and each of the conditions precedent to such utilisation specified in clause 4 of the note

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purchase agreement set out in limb (a) of the definition of Note Documents have been satisfied (other than utilisation of the Facilities);

(iii)as a result of the Notes referred at paragraph (d)(ii) above the Company has the sum of £[figure to be set out in officer’s certificate to be sufficient to repay Existing Notes and ABL Facility in full] available to it:

Notes	[figure to be set out in officer’s certificate]
Facility A	[figure to be set out in officer’s certificate]
Revolving Facility	[figure to be set out in officer’s certificate]

(iv)the sum of £[figure to be set out in officer’s certificate to be sufficient to repay Existing Notes and ABL Facility in full] has been applied or will, simultaneously with the first Loan under this Agreement be applied to repay the Existing Notes and the ABL Facility in full.

(e)A certificate from a director of the Company detailing the estimated Transaction Costs.

(f)Utilisation Requests relating to any Utilisations to be made on the Closing Date.

(g)

(i)Such release documents as are necessary to discharge and release all existing Security granted by each member of the Group other than Security falling within limbs (a)-(g) of the definition of Permitted Security.

(ii)Releases in agreed form of any existing liens appearing on the results of the Uniform Commercial Code searches referred to in paragraph 1(I) above that do not constitute Permitted Security.

(h)A certificate of the Company addressed to the Finance Parties confirming which companies within the Group are Material Companies.

(i)The Note Documents duly executed by each party to each Note Document in the form previously agreed by the Agent.

(j)The Agent being satisfied with the results of its “know your customer” and money laundering checks on the Original Obligors, and their officers and shareholders.

(k)A certified copy of the cancellation notice served under the ABL Facility.

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Part 3 - Conditions precedent required to be delivered by an Additional Obligor

1An Accession Deed executed by the Additional Obligor and the Company.

2A copy of the constitutional documents of the Additional Obligor.

3A copy of a resolution of the board or, if applicable, a committee of the board of directors of the Additional Obligor:

(a)approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party;

(b)authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf;

(c)authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request or Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and

(d)authorising the Company to act as its agent in connection with the Finance Documents.

4If applicable, a copy of a resolution of the board of directors of the Additional Obligor, establishing the committee referred to in paragraph 3.

5A specimen of the signature of each person authorised by the resolution referred to in paragraph 3.

6A copy of a resolution signed by all the holders of the issued shares of the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.

7A copy of a resolution of the board of directors of each corporate shareholder of each Additional Guarantor approving the terms of the resolution referred to in paragraph 6.

8A certificate from a director of the Additional Obligor confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, Security or similar limit binding on it to be exceeded.

9A certificate from a director of the Additional Obligor certifying that each copy document listed in this part 3 of schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed.

10A copy of any other authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Deed or for the validity and enforceability of any Finance Document.

11The latest Annual Financial Statement of the Additional Obligor.

12The following legal opinions each addressed to the Agent, the Security Trustee and the Lenders:

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(a)A legal opinion of Addleshaw Goddard, the legal advisers to the Agent, the Arrangers and the Security Trustee as to English law in the form provided to the Agent, the Arrangers and the Security Trustee and/or distributed to the Lenders prior to signing the Accession Deed.

(b)If the Additional Obligor is incorporated in or has its centre of main interest or establishment (as referred to in clause 23.27 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Agent, the Arrangers and Security Trustee in the jurisdiction of its incorporation, centre of main interest or establishment (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form provided to the Agent, the Arrangers and the Security Trustee and/or distributed to the Lenders prior to signing the Accession Deed.

13If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in clause 45.2 (Service of process) if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor.

14Any security documents which are required by the Agent executed by the proposed Additional Obligor.

15Any notices duly executed or documents required to be given or executed under the terms of those security documents.

16An accession memorandum to the Company Intra-Group Loan Agreement or similar loan agreement with the Company.

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Schedule 3

Requests and Notices

Part 1 — Utilisation Request

From:	[Borrower] [Company](i)
To:	[Agent]
Dated:
Dear Sirs

Luxfer Holdings PLC — Senior facilities agreement dated · (Facilities Agreement)

1We refer to the Facilities Agreement. This is a Utilisation Request. Terms defined in the Facilities Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2We wish to borrow a Loan on the following terms:

(a)	Borrower:	·
(b)	Proposed Utilisation Date:	· (or, if that is not a Business Day, the next Business Day)
(c)	Facility to be utilised:	[Facility A] [Revolving Facility](ii)
(d)	Currency of Loan:	·
(e)	Amount:	·or, if less, the Available Facility
(f)	Interest Period:	·

3We confirm that each condition specified in clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.

4[We irrevocably instruct you to deduct from the amount of the Loan the legal fees, VAT and disbursements of Addleshaw Goddard in the amount of £· and to pay such amount to Addleshaw Goddard on the Utilisation Date.]

5The proceeds of this Loan should be credited to [account (iv)].

6This Utilisation Request is irrevocable.

(i)Amend as appropriate. Utilisation Requests for the Revolving Credit Facility can be given by the Borrower or by the Company.

(ii)Select the Facility to be utilised and delete references to the other Facilities.

The account for the utilisations to repay Existing Notes and ABL Facility should specify the account of the Receiving Agent and the account in the redemption statement (as applicable)

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Yours faithfully

authorised signatory for

[the Company on behalf of [insert name of relevant Borrower]] [insert name of Borrower](v)

(v)Amend as appropriate. Utilisation Requests for the Revolving Credit Facility can be given by the Borrower or by the Company.

157

Part 2 - Selection Notice

Applicable to a Facility A Loan

From:	[Company]
To:	[Agent]
Dated:

Dear Sirs

Luxfer Holdings PLC - Senior facilities agreement dated · (Facilities Agreement)

1We refer to the Facilities Agreement. This is a Selection Notice. Terms defined in the Facilities Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.

2[We refer to the following Facility A Loan[s] with an Interest Period ending on · (vi)].

3We request that the next Interest Period for the Facility A Loan[s] is ·.

4This Selection Notice is irrevocable.

Yours faithfully

authorised signatory for

[the Company]

(vi)Insert details of all Facility A Loans which have an Interest Period ending on the same date.

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Part 3 - Withdrawal Request

From:	[Borrower] [Company](vii)
To:	[Agent]
Dated:

Dear Sirs

Luxfer Holdings PLC — Senior facilities agreement dated · (Facilities Agreement)

1We refer to the Facilities Agreement. This is a Withdrawal Request. Terms defined in the Facilities Agreement have the same meaning in this Withdrawal Request unless given a different meaning in this Withdrawal Request.

2We wish to withdraw cash cover as follows:

(a)	Proposed withdrawal date:	· (or, if that is not a Business Day, the next Business Day)
(b)	Amount:	·

3We confirm that each condition specified in clause 10.8 (Cash cover) is satisfied.

4We confirm that each condition in clause 10.7 (Right of cancellation in relation to a Defaulting Lender) is satisfied.

5[The proceeds of the withdrawal should be credited to the following accounts: ·

6We confirm that the amount withdrawn will be applied in [redeeming the Vendor Loan Notes and we attach copies of the relevant notices of redemption] [prepaying the Ancillary Facility].

7This Withdrawal Notice is irrevocable.

Yours faithfully

authorised signatory for

[[the Company] on behalf of [insert name of relevant Borrower]] [insert name of Borrower]

(vii)Amend as appropriate. The Withdrawal Notice can be given by the Borrower or the Company.

159

Schedule 4

Mandatory Cost Formula

1The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.

2On the first day of each Interest Period (or as soon as possible thereafter) the Agent shall calculate, as a percentage rate, a rate (Additional Cost Rate) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum.

3The Additional Cost Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Agent. This percentage will be certified by that Lender in its notice to the Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office.

4The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Agent as follows:

(a)in relation to a sterling Loan:

AB + C(B – D) + E x 0.01	% per annum
100 – (A + C)

(b)in relation to a Loan in any currency other than sterling:

E x 0.01	% per annum.
300

Where:

Ais the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which that Lender is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.

Bis the percentage rate of interest (excluding the Margin and the Mandatory Cost and, if the Loan is an Unpaid Sum, the additional rate of interest specified in clause 13.3(a) (Default interest)) payable for the relevant Interest Period on the Loan.

Cis the percentage (if any) of Eligible Liabilities which that Lender is required from time to time to maintain as interest bearing Special Deposits with the Bank of England.

Dis the percentage rate per annum payable by the Bank of England to the Agent on interest bearing Special Deposits.

160

Eis designed to compensate the Lenders for amounts payable under the Fees Rules and is calculated by the Agent as being the average of the most recent rates of charge supplied by the Base Reference Banks to the Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.

5For the purposes of this schedule:

Eligible Liabilities and Special Deposits have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England

Fees Rules means the rules on periodic fees contained in the Financial Services Authority Fees Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits

Fee Tariffs means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate) and

Tariff Base has the meaning given to it in, and will be calculated in accordance with, the Fees Rules

6In application of the above formulae in paragraph 4, A, B, C and D will be included in the formulae as percentages (i.e. 5% will be included in the formula as 5 and not as 0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to 4 decimal places.

7If requested by the Agent, each Base Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the Agent, the rate of charge payable by that Base Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by that Base Reference Bank as being the average of the Fee Tariffs applicable to that Base Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of that Base Reference Bank.

8Each Lender shall supply any information required by the Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender:

(a)the jurisdiction of its Facility Office; and

(b)any other information that the Agent may reasonably require for such purpose.

Each Lender shall promptly notify the Agent of any change to the information provided by it pursuant to this paragraph.

9The percentages of each Lender for the purpose of A and C above and the rates of charge of each Base Reference Bank for the purpose of E above shall be determined by the Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 and on the assumption that, unless a Lender notifies the Agent to the contrary, each Lender’s obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the same jurisdiction as its Facility Office.

161

10The Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Base Reference Bank pursuant to paragraphs 3, 7 and 8 above is true and correct in all respects.

11The Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender and each Base Reference Bank pursuant to paragraphs 3, 7 and 8 above.

12Any determination by the Agent pursuant to this schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all Parties.

13The Agent may from time to time, after consultation with the Company and the Lenders, determine and notify to all Parties any amendments which are required to be made to this schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all Parties.

162

Schedule 5

Form of Transfer Certificate

To:	· as Agent and · as Security Trustee
From:	[The Existing Lender] (Existing Lender) and [The New Lender] (New Lender)
Dated:

Luxfer Holdings PLC — Senior Facilities Agreement dated · (Facilities Agreement)

1We refer to the Facilities Agreement and to the Intercreditor Deed (as defined in the Facilities Agreement). This agreement (Agreement) shall take effect as a Transfer Certificate for the purpose of the Facilities Agreement and as a Creditor/Agent Accession Undertaking for the purposes of the Intercreditor Deed (and as defined in the Intercreditor Deed). Terms defined in the Facilities Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

2We refer to clause 28.5 (Procedure for transfer) of the Facilities Agreement:

(a)The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or part of the Existing Lender’s Commitment, rights and obligations referred to in the schedule in accordance with clause 28.5 (Procedure for transfer).

(b)The proposed Transfer Date is ·.

(c)The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of clause 36.2 (Addresses) are set out in the schedule.

3The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in clause 28.4(c) (Limitation of responsibility of Existing Lenders).

4The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:

(a)[a Qualifying Lender falling within paragraph (i)(A) [or paragraph (ii)] of the definition of Qualifying Lender);]

(b)[a Treaty Lender;]

(c)[not a Qualifying Lender].

5[The New Lender confirms that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

(a)a company resident in the United Kingdom for United Kingdom tax purposes;

(b)a partnership each member of which is:

(i)a company so resident in the United Kingdom; or

(ii)a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings

163

into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

(c)a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.]

6[The New Lender confirms (for the benefit of the Agent and without liability to any Obligor) that it is a Treaty Lender that holds a passport under the HMRC DT Treaty Passport scheme (reference number ·) and is tax resident in ·(viii), so that interest payable to it by borrowers is generally subject to full exemption from UK withholding tax and notifies the Company that:

(a)each Borrower which is a Party as a Borrower as at the Transfer Date must, to the extent that the New Lender becomes a Lender under a Facility which is made available to that Borrower pursuant to clause 2.1 (The Facilities) of the Facilities Agreement, make an application to HM Revenue & Customs under form DTTP2 within 30 days of the Transfer Date; and

(b)each Additional Borrower which becomes an Additional Borrower after the Transfer Date must, to the extent that the New Lender is a Lender under a Facility which is made available to that Additional Borrower pursuant to clause 2.1 (The Facilities) of the Facilities Agreement, make an application to HM Revenue & Customs under form DTTP2 within 30 days of becoming an Additional Borrower(ix).]

7The New Lender confirms that it [is]/[is not] a Sponsor Affiliate.

8We refer to clause · (Change of Senior Lender) of the Intercreditor Deed.

In consideration of the New Lender being accepted as a Senior Lender for the purposes of the Intercreditor Deed (and as defined therein), the New Lender confirms that, as from the Transfer Date, it intends to be party to the Intercreditor Deed as a Senior Lender, and undertakes to perform all the obligations expressed in the Intercreditor Deed to be assumed by a Senior Lender and agrees that it shall be bound by all the provisions of the Intercreditor Deed, as if it had been an original party to the Intercreditor Deed.

9This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

10This Agreement and any non-contractual obligations arising out of or in connection with governed by English law.

11This Agreement has been entered into on the date stated at the beginning of this Agreement.

Note: The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Lender’s interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender’s

(viii)Insert Jurisdiction of tax residence

(ix)This confirmation must be included if the New Lender holds a passport under the HMRC DT Treaty Passport scheme and wishes that scheme to apply to the Facilities Agreement.

164

Transaction Security in any jurisdiction and, If so, to arrange for execution of those documents and completion of those formalities.

165

The Schedule

Commitment/rights and obligations to be transferred

[insert relevant details]

[Facility Office address, fax number and attention details for notices and account details for payments,]

[Existing Lender]	[New Lender]
By:	By:

This Agreement is accepted as a Transfer Certificate for the purposes of the Facilities Agreement by the Agent, and as a Creditor/Agent Accession Undertaking for the purposes of the lntercreditor Deed by the Security Trustee, and the Transfer Date is confirmed as ·.

[Agent]

By:

[Security Trustee]

By:

166

Schedule 6

Form of Assignment Agreement

To:	· as Agent and ·, · as Security Trustee · as [Company], for and on behalf of each Obligor
From:	[the Existing Lender] (Existing Lender) and [the New Lender] (New Lender)
Dated:

Luxfer Holdings PLC - Senior Facilities Agreement dated · (Facilities Agreement)

1We refer to the Facilities Agreement and to the Intercreditor Deed (as defined in the Facilities Agreement). This is an Assignment Agreement. This agreement (Agreement) shall take effect as an Assignment Agreement for the purpose of the Facilities Agreement and as a Creditor/Agent Accession Undertaking for the purposes of the Intercreditor Deed (and as defined in the Intercreditor Deed). Terms defined in the Facilities Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

2We refer to clause 28.5 (Procedure for transfer) of the Facilities Agreement:

(a)The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Facilities Agreement, the other Finance Documents and in respect of the Transaction Security which correspond to that portion of the Existing Lender’s Commitments under the Facilities Agreement as specified in the schedule.

(b)The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender’s Commitments under the Facilities Agreement specified in the schedule.

(c)The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph 2(b) above.

3The proposed Transfer Date is ·.

4On the Transfer Date the New Lender becomes:

(a)Party to the relevant Finance Documents (other than the Intercreditor Deed) as a Lender; and

(b)Party to the Intercreditor Deed as a Senior Lender.

5The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of clause 36.2 (Addresses) are set out in the schedule.

6The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in clause 28.4(c) (Limitation of responsibility of Existing Lenders).

7The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:

(a)[a Qualifying Lender falling within paragraph (i)(A) [or paragraph (ii)] of the definition of Qualifying Lender;]

167

(b)[a Treaty Lender;]

(c)[not a Qualifying Lender].

8[The New Lender confirms that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

(a)a company resident in the United Kingdom for United Kingdom tax purposes; or

(b)a partnership each member of which is:

(i)a company so resident in the United Kingdom; or

(ii)a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

(c)a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.]

9[The New Lender confirms (for the benefit of the Agent and without liability to any Obligor) that it is a Treaty Lender that holds a passport under the HMRC DT Treaty Passport scheme (reference number ·) and is tax resident in ·(x), so that interest payable to it by borrowers is generally subject to full exemption from UK withholding tax and notifies the Company that:

(a)each Borrower which is a Party as a Borrower as at the Transfer Date must, to the extent that the New Lender becomes a Lender under a Facility which is made available to that Borrower pursuant to clause 2.1 (The Facilities) of the Facilities Agreement, make an application to HM Revenue & Customs under form DTTP2 within 30 days of the Transfer Date; and

(b)each Additional Borrower which becomes an Additional Borrower after the Transfer Date must, to the extent that the New Lender is a Lender under a Facility which is made available to that Additional Borrower pursuant to clause 2.1 (The Facilities) of the Facilities Agreement, make an application to HM Revenue & Customs under form DTTP2 within 30 days of becoming an Additional Borrowee(xi).]

10The New Lender confirms that it [is]/[is not](xii) a Sponsor Affiliate.

11We refer to clause · (Change of Senior Lender) of the Intercreditor Agreement:

In consideration of the New Lender being accepted as a Senior Lender for the purposes of the Intercreditor Deed (and as defined in the Intercreditor Deed), the New Lender confirms that, as from the Transfer Date, it intends to be party to the Intercreditor Deed as a Senior

(x)Insert jurisdiction of tax residence

(xi)This confirmation must be included if the New Lender holds a passport under the HRMC DT Treaty Passport scheme and wishes that scheme to apply to the Facilities.

(xii)Delete as applicable.

168

Lender, and undertakes to perform all the obligations expressed in the Intercreditor Deed to be assumed by a Senior Lender and agrees that it shall be bound by all the provisions of the Intercreditor Deed, as if it had been an original party to the Intercreditor Deed.

12This Agreement acts as notice to the Agent (on behalf of each Finance Party) and, upon delivery in accordance with clause 28.7 (Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Company), to the [Company] (on behalf of each Obligor) of the assignment referred to in this Agreement.

13This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

14This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

15This Agreement has been entered into on the date stated at the beginning of this Agreement.

Note:The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender’s interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender’s Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

169

The Schedule

Commitment/rights and obligations to be transferred by assignment, release and accession

[insert relevant details]

[Facility office address, fax number and attention details for notices and account details for payments]

[Existing Lender]	[New Lender]
By:	By:

This Agreement is accepted as an Assignment Agreement for the purposes of the Facilities Agreement by the Agent, and as a Creditor/Agent Accession Undertaking for the purposes of the Intercreditor Deed by the Security Trustee, and the Transfer Date is confirmed as ·.

Signature of this Agreement by the Agent constitutes confirmation by the Agent of receipt of notice of the assignment referred to in this Agreement, which notice the Agent receives on behalf of each Finance Party.

[Agent]

By:

[Security Trustee]

By:

170

Schedule 7

Form of Accession Deed

To:· as Agent and · as Security Trustee for itself and each of the other parties to the Intercreditor Deed referred to below

From:[Subsidiary] and [[Company]]

Dated:

Dear Sirs

Luxfer Holdings PLC — Senior Facilities Agreement dated · (Facilities Agreement)

1We refer to the Facilities Agreement and to the Intercreditor Deed. This deed (Accession Deed) shall take effect as an Accession Deed for the purposes of the Facilities Agreement and as a Debtor Accession Deed for the purposes of the Intercreditor Deed (and as defined in the lntercreditor Deed). Terms defined in the Facilities Agreement have the same meaning in paragraphs 1 to 3 of this Accession Deed unless given a different meaning in this Accession Deed.

2[Subsidiary] agrees to become an Additional [Borrower]/[Guarantor) and to be bound by the terms of the Facilities Agreement and the other Finance Documents (other than the lntercreditor Deed) as an Additional [Borrower]/[Guarantor] pursuant to clause 30.2 (Additional Borrowers)/[clause 30.4 (Additional Guarantors) of the Facilities Agreement. [Subsidiary] is a company duly incorporated under the laws of [name of relevant jurisdiction] and is a limited liability company and registered number · .

3[Subsidiary’s] administrative details for the purposes of the Facilities Agreement and the Intercreditor Deed are as follows:

Address:

Fax No.:

Attention:

4[Subsidiary] (for the purposes of this paragraph 4, the Acceding Debtor) intends to [incur Liabilities under the following documents]/[give a guarantee, indemnity or other assurance against loss in respect of Liabilities under the following documents]:

[Insert details (date, parties and description) of relevant documents]

the Relevant Documents.

It is agreed as follows:

(a)Terms defined in the Intercreditor Deed shall, unless otherwise defined in this Accession Deed, bear the same meaning when used in this paragraph 4.

(b)The Acceding Debtor and the Security Trustee agree that the Security Trustee shall hold:

171

(i)[any Security in respect of Liabilities created or expressed to be created pursuant to the Relevant Documents;

(ii)all proceeds of that Security; and]

(iii)all obligations expressed to be undertaken by the Acceding Debtor to pay amounts in respect of the Liabilities to the Security Trustee as trustee for the Secured Parties (in the Relevant Documents or otherwise) and secured by the Transaction Security together with all representations and warranties expressed to be given by the Acceding Debtor (in the Relevant Documents or otherwise) in favour of the Security Trustee as trustee for the Secured Parties,

on trust for the Secured Parties on the terms and conditions contained in the Intercreditor Deed.

(c)The Acceding Debtor confirms that it intends to be party to the lntercreditor Deed as a Debtor, undertakes to perform all the obligations expressed to be assumed by a Debtor under the Intercreditor Deed and agrees that it shall be bound by all the provisions of the Intercreditor Deed as if it had been an original party to the lntercreditor Deed.

(d)[In consideration of the Acceding Debtor being accepted as an Intra-Group Lender for the purposes of the lntercreditor Deed, the Acceding Debtor also confirms that it intends to be party to the lntercreditor Deed as an Intra-Group Lender, and undertakes to perform all the obligations expressed in the Intercreditor Deed to be assumed by an Intra-Group Lender and agrees that it shall be bound by all the provisions of the Intercreditor Deed, as if it had been an original party to the Intercreditor Deed]

5This Accession Deed [and any non-contractual obligations arising out of or in connection with it] [is/are] governed by English law.

172

This Accession Deed has been signed on behalf of the Security Trustee (for the purposes of paragraph 4 above only), signed on behalf of the [Company] and executed as a deed by [Subsidiary] and is delivered on the date stated above.

[Subsidiary]

[EXECUTED AS A DEED
By: [Subsidiary]
	Director
	Director/Secretary
OR
[EXECUTED AS A DEED
By: [Subsidiary]
	Signature of Director
	Name of Director
in the presence of
	Signature of witness
	Name of witness
	Address of witness
	Occupation of witness]
The Company
	[Company]
By:
The Security Trustee
[Full Name of Current Security Trustee]
By:
Date:

173

Schedule 8

Form of Resignation Letter

To:· as Agent

From:[resigning Obligor] and [Company]

Dated:

Dear Sirs

Luxfer Holdings PLC - Senior Facilities Agreement dated · (Facilities Agreement)

1We refer to the Facilities Agreement. This is a Resignation Letter. Terms defined in the Facilities Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Resignation Letter.

2Pursuant to [clause 30.3 (Resignation of a Borrower)] [clause 30.5 (Resignation of a Guarantor)], we request that [resigning Obligor] be released from its obligations as a [Borrower] [Guarantor] under the Facilities Agreement and the Finance Documents (other than the Intercreditor Deed).

3We confirm that:

(a)no Default is continuing or would result from the acceptance of this request;

(b)[this request is given in relation to a Third Party Disposal of [resigning Obligor];

(d)[the Disposal Proceeds have been or will be applied in accordance with clause 11.3; and

(d)[];

4This Resignation Letter (and any non-contractual obligations arising out of or in connection with it [is/are]) is governed by English law.

[Company]	[resigning Obligor]
By:	By:

174

Schedule 9

Form of Compliance Certificate

To:· as Agent

From:Luxfer Holdings PLC

Dated:

Dear Sirs

Luxfer Holdings PLC - Senior Facilities Agreement dated · (Facilities Agreement)

1We refer to the Facilities Agreement. This is a Compliance Certificate. Terms defined in the Facilities Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2With reference to the [Annual Financial Statements] [Quarterly Financial Statements] for the [Financial Year ended ·] [Financial Quarter ended ·], we confirm that:

				Compliant/Non
Covenant	Relevant Period	Target	Actual	compliant
Debt Service Cash Cover	· to ·	Not less than ·:·	· : ·	]
Cash Service Cover	· to ·	At least ·: ·	·: ·	]
Interest Cover	· to ·	At least ·: ·	·: ·	]
Leverage	· to ·	Not exceeding ·:·	· : ·	]

3We confirm that Leverage is ·:1 and that, therefore, the Facility A Margin and the Revolving Facility Margin should be · %.]

4[We confirm that no Default is continuing.](xiii)

5[We confirm that the following companies constitute Material Companies for the purposes of the Facilities Agreement:

·.]

[We confirm that the aggregate of the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as [EBITA)] [aggregate gross assets] of the Guarantors (calculated on an unconsolidated basis and excluding all intra-group items and

(xiii)If this statement cannot be made, the certificate should Identify any Default that is continuing and the steps, if any, being taken to remedy it.

175

investments in Subsidiaries of any member of the Group) exceeds 80% of the [EBITA] [consolidated gross assets].]

Signed
	Finance Director	Director
	of	of
	[Company]	[Company]
[insert applicable certification language]
for and on behalf of
name of Auditors of the Company(xiv)

(xiv)Only applicable if the Compliance Certificate accompanies the Audited Financial Statements and is to be signed by the Auditors. To be agreed with the Company’s Auditors prior to signing of the Agreement.

176

Schedule 10

Timetables

			Loans in other
	Loans in euro	Loans in sterling	currencies
Agent notifies the Company if a currency is approved as an Optional Currency in accordance with clause 4.3 (Conditions relating to Optional Currencies))	-	-	U-4
Delivery of a duly completed Utilisation Request (clause 5.1 (Delivery of a Utilisation Request)) or a Selection Notice (clause 14.1 (Selection of Interest Periods and terms))	U-3 9.30am	U-1 9.30am	U-3 9.30am
Agent determines (in relation to a Loan) the Base Currency Amount of the Loan, if required under clause 5.4 (Lenders’ participation) and notifies the Lenders of the Loan in accordance with clause 5.4 (Lenders’ participation)	U-3  Noon	U-1 Noon	U-3 Noon
Agent receives a notification from a Lender under clause 6.2 (Unavailability of a currency)	Quotation Day 9.30am	-	Quotation Day 9.30am
Agent gives notice in accordance with clause 6.2 (Unavailability of a currency)	Quotation Day 5.30pm	U 9.30am	Quotation Day 5.30pm
LIBOR or EURIBOR is fixed	Quotation Day as of 11:00 a.m. in respect of LIBOR and as of 11.00 a.m. (Brussels time) in respect of EURIBOR	Quotation Day as of 11:00 a.m.	Quotation Day as of 11:00 a.m.

“U”	=	date of utilisation or, if applicable, in the case of a Facility A Loan that has already been borrowed, the first day of the relevant Interest Period for that Facility A Loan.
“U - X”	=	X Business Days prior to date of utilisation

177

Schedule 11

Form of Increase Confirmation

To:· as Agent, · as Security Trustee, and · as [Company], for and on behalf of each Obligor

From:[the Increase Lender] (Increase Lender)

Dated:

Luxfer Holdings PLC - Senior Facilities Agreement dated · (Facilities Agreement)

1We refer to the Facilities Agreement and to the Intercreditor Deed (as defined in the Facilities Agreement). This agreement (Agreement) shall take effect as an Increase Confirmation for the purpose of the Facilities Agreement and as a Creditor/Agent Accession Undertaking for the purposes of the Intercreditor Deed (and as defined in the Intercreditor Deed). Terms defined in the Facilities Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

2We refer to clause 2.2 (Increase) of the Facilities Agreement.

3The Increase Lender agrees to assume and will assume all of the obligations corresponding to the Commitment specified in the schedule (Relevant Commitment) as if it was an Original Lender under the Facilities Agreement.

4The proposed date on which the increase in relation to the Increase Lender and the Relevant Commitment is to take effect (Increase Date) is ·.

5On the Increase Date, the Increase Lender becomes:

(a)party to the relevant Finance Documents (other than the Intercreditor Deed) as a Lender; and

(b)party to the Intercreditor Deed as a Senior Lender.

6The Facility Office and address, fax number and attention details for notices to the Increase Lender for the purposes of clause 36.2 (Addresses) are set out in the schedule.

7The Increase Lender expressly acknowledges the limitations on the Lenders’ obligations referred to in clause 2.2(f) (Increase).

8The Increase Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:

(a)[a Qualifying Lender (other than a Treaty Lender);]

(b)[a Treaty Lender;]

(c)[not a Qualifying Lender]

9[The Increase Lender confirms that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

(a)a company resident in the United Kingdom for United Kingdom tax purposes; or

178

(b)a partnership each member of which is:

(i)a company so resident in the United Kingdom; or

(ii)a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

(c)a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.]

10[The Increase Lender confirms (for the benefit of the Agent and without liability to any Obligor) that it is a Treaty Lender that holds a passport under the HMRC DT Treaty Passport scheme (reference number ·) and is tax resident in ·(xv), so that interest payable to it by borrowers is generally subject to full exemption from UK withholding tax and notifies the Company that:

(a)each Borrower which is a Party as a Borrower as at the Transfer Date must, to the extent that the New Lender becomes a Lender under a Facility which is made available to that Borrower pursuant to clause 2.1 (The Facilities) of the Facilities Agreement, make an application to HM Revenue & Customs under form DTTP2 within 30 days of the Transfer Date; and

(b)each Additional Borrower which becomes an Additional Borrower after the Transfer Date must, to the extent that the New Lender is a Lender under a Facility which is made available to that Additional Borrower pursuant to clause 2.1 (The Facilities) of the Facilities Agreement, make an application to HM Revenue & Customs under form DTTP2 within 30 days of becoming an Additional Borrower(xvi).]

11The Increase Lender confirms that it is not a Sponsor Affiliate.

12We refer to clause · (Creditor/Agent Accession Undertaking) of the Intercreditor Deed:

In consideration of the Increase Lender being accepted as a Senior Lender for the purposes of the Intercreditor Deed (and as defined in the Intercreditor Deed), the Increase Lender confirms that, as from the Increase Date, it intends to be party to the Intercreditor Deed as a Senior Lender, and undertakes to perform all the obligations expressed in the Intercreditor Deed to be assumed by a Senior Lender and agrees that it shall be bound by all the provisions of the Intercreditor Deed, as if it had been an original party to the Intercreditor Deed.

13This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

14This Agreement [and any non-contractual obligations arising out of or in connection with it] [is/are] governed by English law.

(xv)Insert jurisdiction of tax residence

(xvi)This confirmation must be Included if the Increase Lender holds a passport under the HRMC DT Treaty Passport scheme and wishes that scheme to apply to the Facilities Agreement.

179

15This Agreement has been entered into on the date stated at the begining of this Agreement.

Note:The execution of this Increase Confirmation may not be sufficient for the Increase Lender to obtain the benefit of the Transaction Security in all jurisdictions. It is the responsibility of the Increase Lender to ascertain whether any other documents or other formalities are required to obtain the benefit of the Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

180

The Schedule

Relevant Commitment/rights and obligations to be assumed by the Increase Lender

[insert relevant details]

[Facility office address, fax number and attention details for notices and account details for payments]

[Increase Lender]

By:

This Agreement is accepted as an Increase Confirmation for the purposes of the Facilities Agreement by the Agent and as a Creditor/Agent Accession Undertaking for the purposes of the Intercreditor Deed by the Security Trustee and the Increase Date is confirmed as ·.

Agent

By:

Security Trustee

By:

181

Schedule 12

Forms of Notifiable Debt Purchase Transaction Notice

Part 1 - Form of Notice on Entering into Notifiable Debt Purchase Transaction

To:· as Agent

From:[The Lender]

Dated:

Luxfer Holdings PLC — Senior Facilities Agreement dated · (Facilities Agreement)

1We refer to clause 29.2(b) (Disenfranchisement on Debt Purchase Transactions entered into by Sponsor Affiliates) of the Facilities Agreement. Terms defined in the Facilities Agreement have the same meaning in this notice unless given a different meaning in this notice.

2We have entered into a Notifiable Debt Purchase Transaction.

3The Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the amount of our Commitment(s) as set out below.

Commitment	Amount of our Commitment to which Notifiable Debt Purchase Transaction relates (Base Currency)
[Facility A Commitment	[insert amount (of that Commitment) to which the relevant Debt Purchase Transaction applies](xvii)

[Lender]

By:

(xvii)Delete as applicable.

182

Part 2 - Form of Notice on Termination of Notifiable Debt Purchase Transaction /
Notifiable Debt Purchase Transaction ceasing to be with Sponsor Affiliate

To:· as Agent

From:[The Lender]

Dated:

[Company] – Senior Facilities Agreement dated · (Facilities Agreement)

1We refer to clause 29.2(c) (Disenfranchisement on Debt Purchase Transactions entered into by Sponsor Affiliates) of the Facilities Agreement. Terms defined in the Facilities Agreement have the same meaning in this notice unless given a different meaning in this notice.

2A Notifiable Debt Purchase Transaction which we entered into and which we notified you of in a notice dated · has [terminated]/[ceased to be with a Sponsor Affiliate].(xviii)

3The Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the amount of our Commitment(s) as set out below.

Commitment	Amount of our Commitment to which Notifiable Debt Purchase Transaction relates (Base Currency)
[Facility A Commitment	[insert amount (of that Commitment) to which the relevant Debt Purchase Transaction applies](xix)
[Lender]
By:

(xviii)Delete as applicable.

(xix)Delete as applicable.

183

SIGNATURES

THE COMPANY
LUXFER HOLDINGS PLC
By:	/s/ Stephen Norman Williams
Name:	Stephen Norman Williams
Title:	Director
Address:	Anchorage Gateway, 5 Anchorage Quay, Salford, M50 3XE
Fax:	0870 1911 492
Attention:	Company Secretary

184

THE ORIGINAL BORROWERS
LUXFER HOLDINGS PLC
By:	/s/ Stephen Norman Williams
Name:	Stephen Norman Williams
Title:	Director
Address:	Anchorage Gateway, 5 Anchorage Quay, Salford, M50 3XE
Fax:	0870 1911 492
Attention:	Company Secretary
BA HOLDINGS, INC.
By:	/s/ J. Michael Edwards
Name:	J. Michael Edwards
Title:	Secretary
Address:	Anchorage Gateway, 5 Anchorage Quay, Salford, M50 3XE
Fax:
Attention:	Company Secretary of Luxfer Holdings PLC
LUXFER GROUP LIMITED
By:	/s/ Stephen Norman Williams
Name:	Stephen Norman Williams
Title:	Director
Address:	Anchorage Gateway, 5 Anchorage Quay, Salford, M50 3XE
Fax:	0870 1911 492
Attention:	Company Secretary

185

LUXFER GROUP 2000 LIMITED
By:	/s/ Brian Gordon Purves
Name:	Brian Gordon Purves
Title:	Director
Address:	Anchorage Gateway, 5 Anchorage Quay, Salford, M50 3XE
Fax:	0870 1911 492
Attention:	Company Secretary
MEL CHEMICALS INC.
By:	/s/ Mary Ann Hampton	/s/ James J. Pardini
Name:	Mary Ann Hampton	James J. Pardini
Title:	Secretary/Treasurer	Vice President
Address:	Anchorage Gateway, 5 Anchorage Quay, Salford, M50 3XE
Fax:
Attention:	Company Secretary of Luxfer Holdings PLC
MAGNESIUM ELEKTRON NORTH AMERICA, INC.
By:	/s/ Kim Banovz
Name:	Kim Banovz
Title:	Financial Controller/Secretary
Address:	Anchorage Gateway, 5 Anchorage Quay, Salford, M50 3XE
Fax:
Attention:	Company Secretary of Luxfer Holdings PLC

186

THE ORIGINAL GUARANTORS
LUXFER HOLDINGS PLC
By:	/s/ Stephen Norman Williams
Name:	Stephen Norman Williams
Title:	Director
Address:	Anchorage Gateway, 5 Anchorage Quay, Salford, M50 3XE
Fax:	0870 1911 492
Attention:	Company Secretary

BA HOLDINGS, INC.
By:	/s/ J. Michael Edwards
Name:	J. Michael Edwards
Title:	Secretary
Address:	Anchorage Gateway, 5 Anchorage Quay, Salford, M50 3XE
Fax:
Attention:	Company Secretary of Luxfer Holdings PLC

LUXFER GROUP LIMITED
By:	/s/ Stephen Norman Williams
Name:	Stephen Norman Williams
Title:	Director
Address:	Anchorage Gateway, 5 Anchorage Quay, Salford, M50 3XE
Fax:	0870 1911 492
Attention:	Company Secretary

187

LUXFER GROUP 2000 LIMITED
By:	/s/ Brian Gordon Purves
Name:	Brian Gordon Purves
Title:	Director
Address:	Anchorage Gateway, 5 Anchorage Quay, Salford, M50 3XE
Fax:	0870 1911 452
Attention:	Company Secretary
MEL CHEMICALS INC.
By:	/s/ Mary Ann Hampton	/s/ James J. Pardini
Name:	Mary Ann Hampton	James J. Pardini
Title:	Secretary/Treasurer	Vice President
Address:	Anchorage Gateway, 5 Anchorage Quay, Salford, M50 3XE
Fax:
Attention:	Company Secretary of Luxfer Holdings PLC
MAGNESIUM ELEKTRON NORTH AMERICA INC.
By:	/s/ Kim Banovz
Name:	Kim Banovz
Title:	Financial Controller/Secretary
Address:	Anchorage Gateway, 5 Anchorage Quay, Salford, M50 3XE
Fax:
Attention:	Company Secretary of Luxfer Holdings PLC

188

LUXFER GAS CYLINDERS LIMITED
By:	/s/ Stephen Norman Williams
Name:	Stephen Norman Williams
Title:	Director
Address:	Anchorage Gateway, 5 Anchorage Quay, Salford, M50 3XE
Fax:	0870 1911 492
Attention:	Company Secretary
LUXFER GROUP SERVICES LIMITED
By:	/s/ Stephen Norman Williams
Name:	Stephen Norman Williams
Title:	Director
Address:	Anchorage Gateway, 5 Anchorage Quay, Salford, M50 3XE
Fax:	0870 1911 492
Attention:	Company Secretary
MAGNESIUM ELEKTRON LIMITED
By:	/s/ Stephen Norman Williams
Name:	Stephen Norman Williams
Title:	Director
Address:	Anchorage Gateway, 5 Anchorage Quay, Salford, M50 3XE
Fax:	0870 1911 492
Attention:	Company Secretary

189

LUXFER OVERSEAS HOLDINGS LIMITED
By:	/s/ Brian Gordon Purves
Name:	Brian Gordon Purves
Title:	Director
Address:	Anchorage Gateway, 5 Anchorage Quay, Salford, M50 3XE
Fax:	0870 1911 492
Attention:	Company Secretary
LUXFER GAS CYLINDERS CHINA HOLDINGS LIMITED
By:	/s/ Brian Gordon Purves
Name:	Brian Gordon Purves
Title:	Director
Address:	Anchorage Gateway, 5 Anchorage Quay, Salford, M50 3XE
Fax:	0870 1911 492
Attention:	Company Secretary
LUXFER INC.
By:	/s/ J. Michael Edwards
Name:	J. Michael Edwards
Title:	Secretary
Address:	Anchorage Gateway, 5 Anchorage Quay, Salford, M50 3XE
Fax:
Attention:	Company Secretary of Luxfer Holdings PLC

190

HART METALS INC.
By:	/s/ Deborah A. Simsen
Name:	Deborah A. Simsen
Title:	Secretary
Address:	Anchorage Gateway, 5 Anchorage Quay, Salford, M50 3XE
Fax:
Attention:	Company Secretary of Luxfer Holdings PLC
READE MANUFACTURING COMPANY
By:	/s/ Deborah A. Simsen
Name:	Deborah A. Simsen
Title:	Secretary
Address:	Anchorage Gateway, 5 Anchorage Quay, Salford, M50 3XE
Fax:
Attention:	Company Secretary of Luxfer Holdings PLC

191

THE ARRANGERS
LLOYDS TSB BANK PLC
By:	/s/ Paul Foster
Name:	Paul Foster
Title:	Director
Address:	10 Gresham Street, London EC2V 7AE
Fax:	0207 158 3198
Attention:	Paul Foster

192

THE ORIGINAL LENDERS
LLOYDS TSB BANK PLC
By:	/s/ Paul Foster
Name:	Paul Foster
Title:	Director
Address:	8th Floor, 40 Spring Gardens, Manchester M2 1EN
Fax:	0161 227 4358
Attention:	Paul Foster/Victoria Daly

BANK OF AMERICA, N.A,
By:	/s/ Angel Sutoyo
Name:	Angel Sutoyo
Title:	Vice President
Address:	450 B Street, Suite 1500, San Diego, CA 92101-8001
Fax:	+ 1.619.515.5553
Attention:	Aaron Marks

193

THE ORIGINAL ANCILLARY LENDERS
LLOYDS TSB BANK PLC
By:	/s/ Paul Foster
Name:	Paul Foster
Title:	Director
Address:	8th Floor, 40 Spring Gardens, Manchester M2 1EN
Fax:	0161 227 4358
Attention:	Paul Foster/Victoria Daly

BANK OF AMERICA, N. A.
By:	/s/ Angel Sutoyo
Name:	Angel Sutoyo
Title:	Vice President
Address:	450 B Street, Suite 1500, San Diego, CA 92101-8001
Fax:	+ 1.619.515.5553
Attention:	Aaron Marks

194

THE AGENT

LLOYDS TSB BANK PLC

By:	/s/ Paul Foster
Name:	Paul Foster
Title:	Director

For Operational Duties (such as Drawdowns, Interest Rate Fixing, Interest/fee calculations and payments)

Address:	CityMark, 150 Fountainbridge, Edinburgh EH3 9PE
Fax:	0207 158 3204
Attention:	Wholesale Loans Servicing Agency Operations

For Non-Operational Matters (such as documentation, covenant compliance, amendments and waivers etc)

Address:	10 Gresham Street, London EC2V 7AE
Fax:	0207 158 3198
Attention:	Wholesale Loans Agency

195

THE SECURITY TRUSTEE

LLOYDS TSB BANK PLC

By:	/s/ Paul Foster
Name:	Paul Foster
Title:	Director
Address:	10 Gresham Street, London EC2V 7AE
Fax:	0207 158 3198
Attention:	Wholesale Loans Agency

196

EX-10.2

Exhibit 10.2

Execution Version

BA HOLDINGS, INC.

US$65,000,000

SENIOR SECURED NOTES DUE JUNE 15, 2018

NOTE PURCHASE AGREEMENT

Dated May 13, 2011

TABLE OF CONTENTS

			Page
1.	AUTHORIZATION OF NOTES; guarantees		1
2.	SALE AND PURCHASE OF NOTES		2
3.	CLOSING		2
4.	CONDITIONS TO CLOSING		2
	4.1.	Representations and Warranties	2
	4.2.	Performance; No Default	3
	4.3.	Compliance Certificates	3
	4.4.	Opinions of Counsel	4
	4.5.	Purchase Permitted by Applicable Law, etc.	5
	4.6.	Sale of Other Notes	5
	4.7.	Payment of Special Counsel Fees	5
	4.8.	Private Placement Number	5
	4.9.	Repayment of Existing Notes and ABL Facility	5
	4.10.	English Guarantee Agreements	6
	4.11.	Intercreditor Deed	6
	4.12.	Transaction Security Documents	6
	4.13.	Insurance	7
	4.14.	Security Searches and Releases	7
	4.15.	Base Case Model	7
	4.16.	[Reserved]	8
	4.17.	Funding Instructions	8
	4.18.	Payment of Structuring Fee; Delayed Delivery Fee	8
	4.19.	Funds Flow Statement	8
	4.20.	Hedging Letter	8
	4.21.	Perfection Certificates	8
	4.22.	Cross Receipt	8
	4.23.	Foreign Corrupt Practices Act Letter	9
	4.24.	Bank Facilities Agreement	9
5.	REPRESENTATIONS AND WARRANTIES OF THE obligors		9
	5.1.	Status	9
	5.2.	Binding Obligations	9
	5.3.	Non-conflict with Other Obligations	9
	5.4.	Power and Authority	10
	5.5.	Validity and Admissibility in Evidence	10
	5.6.	Governing Law and Enforcement	10
	5.7.	Insolvency	11
	5.8.	No Filing or Stamp Taxes	11
	5.9.	Deduction of Tax	11
	5.10.	No Default	11
	5.11.	No Misleading Information	12

i

TABLE OF CONTENTS

(continued)

			Page
	5.12.	Original Financial Statements	13
	5.13.	No Proceedings Pending or Threatened	13
	5.14.	No Breach of Laws	13
	5.15.	Environmental Laws	14
	5.16.	Taxation	14
	5.17.	Security and Financial Indebtedness	14
	5.18.	Ranking	14
	5.19.	Good Title to Assets	15
	5.20.	Legal and Beneficial Ownership	15
	5.21.	Shares	15
	5.22.	Intellectual Property	15
	5.23.	Group Structure Chart	16
	5.24.	Obligors	16
	5.25.	Accounting Reference Date	16
	5.26.	Centre of Main Interests and Establishments	17
	5.27.	Dormant Companies	17
	5.28.	Pensions	17
	5.29.	No Adverse Consequences	17
	5.30.	U.S. Regulations	18
	5.31.	Sanctions	20
	5.32.	Private Offering	20
6.	REPRESENTATIONS OF THE PURCHASERS		21
	6.1.	Purchase for Investment	21
	6.2.	Source of Funds	21
7.	INFORMATION AS TO the obligors		23
	7.1.	Financial and Business Information	23
	7.2.	Other Requirements as to Financial Statements; Officer’s Certificate	25
	7.3.	Access	25
	7.4.	Limitation on Disclosure Obligation	26
8.	PAYMENT AND PREPAYMENT OF THE NOTES		26
	8.1.	Maturity	26
	8.2.	Optional Prepayments with Make-Whole Amount	27
	8.3.	Allocation of Partial Prepayments	27
	8.4.	Maturity; Surrender, etc.	27
	8.5.	Purchase of Notes	28
	8.6.	Make-Whole Amount	28
	8.7.	Change of Control Prepayment	29
	8.8.	Disposal and Insurance Prepayments	30

ii

TABLE OF CONTENTS

(continued)

			Page
9.	COVENANTS		32
	9.1.	Financial Covenants	32
	9.2.	Authorizations	33
	9.3.	Compliance with Laws	33
	9.4.	Environmental Compliance	33
	9.5.	Environmental Claims	34
	9.6.	Taxation	34
	9.7.	Merger	34
	9.8.	Change of Business	34
	9.9.	Acquisitions	34
	9.10.	Joint Ventures	35
	9.11.	Preservation of Assets	35
	9.12.	Pari Passu Ranking	35
	9.13.	Negative Pledge	35
	9.14.	Disposals	36
	9.15.	Arm’s Length Basis	36
	9.16.	Loans or Credit	37
	9.17.	No Guarantees or Indemnities	37
	9.18.	Dividends and Share Redemption	37
	9.19.	Bank Facilities Agreement	38
	9.20.	Financial Indebtedness	38
	9.21.	Share Capital	38
	9.22.	Insurance	38
	9.23.	Pensions	38
	9.24.	Intellectual Property	39
	9.25.	Transaction Documents	40
	9.26.	Financial Assistance	41
	9.27.	Group Bank Accounts	41
	9.28.	Treasury Transactions	41
	9.29.	Auditors	41
	9.30.	Further Assurance	41
	9.31.	Guarantors	42
	9.32.	Anti-Terrorism Laws	44
	9.33.	ERISA	45
	9.34.	Margin Regulation	46
	9.35.	U.S. Regulation	46
	9.36.	Favored Lender Status	46
	9.37.	Year-end	47
	9.38.	Compliance with Hedging Letter	47
	9.39.	Replacement Agent for Service of Process	47
	9.40.	Conditions Subsequent	48
10.	EVENTS OF DEFAULT		48

iii

TABLE OF CONTENTS

(continued)

			Page
11.	REMEDIES ON DEFAULT, ETC.		54
	11.1.	Acceleration	54
	11.2.	Other Remedies	54
	11.3.	Rescission	54
	11.4.	No Waivers or Election of Remedies, Expenses, etc.	55
12.	TAX INDEMNIFICATION		55
13.	GUARANTEE AND OTHER RIGHTS AND UNDERTAKINGS		58
	13.1.	Guarantee	58
	13.2.	Obligations Absolute	60
	13.3.	Waiver	60
	13.4.	Obligations Unimpaired	61
	13.5.	Subrogation and Subordination	62
	13.6.	Reinstatement of Guarantee	63
	13.7.	Term of Guarantee	63
	13.8.	Information Regarding the Issuer	63
	13.9.	Further Assurances	63
14.	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES		64
	14.1.	Registration of Notes	64
	14.2.	Transfer and Exchange of Notes	64
	14.3.	Replacement of Notes	64
15.	PAYMENTS ON NOTES		65
	15.1.	Place of Payment	65
	15.2.	Home Office Payment	65
16.	EXPENSES, ETC.		66
	16.1.	Transaction Expenses	66
	16.2.	Certain Taxes	66
	16.3.	Survival	67
17.	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT		67
18.	AMENDMENT AND WAIVER		67
	18.1.	Requirements	67
	18.2.	Solicitation of Holders of Notes	67
	18.3.	Binding Effect, etc.	68
	18.4.	Notes Held by Obligors, etc.	68
19.	NOTICES; ENGLISH LANGUAGE		69
20.	REPRODUCTION OF DOCUMENTS		69
21.	CONFIDENTIAL INFORMATION		70

iv

TABLE OF CONTENTS

(continued)

			Page
22.	SUBSTITUTION OF PURCHASER		71
23.	MISCELLANEOUS		71
	23.1.	Successors and Assigns	71
	23.2.	Payments Due on Non-Business Days	71
	23.3.	Accounting Terms; IAS 39	71
	23.4.	Severability	72
	23.5.	Construction, etc.	72
	23.6.	Counterparts	73
	23.7.	Governing Law	73
	23.8.	Jurisdiction and Process; Waiver of Jury Trial	73
	23.9.	Obligation to Make Payment in U.S. Dollars	74
	23.10.	Tax Forms	74

v

Schedule A	—	Information Relating to Purchasers
Schedule B	—	Defined Terms
Schedule C	—	Original Subsidiary Guarantors
Exhibit 1(a)	—	Form of Senior Secured Note due June 15, 2018
Exhibit 1(b)(i)	—	Form of English Guarantee Agreement
Exhibit 1(b)(ii)	—	Form of Joinder Agreement
Exhibit 4.4(a)(i)	—	Form of Opinion of U.S. Special Counsel for the Obligors
Exhibit 4.4(a)(ii)	—	Form of Opinion of English Special Counsel for the Obligors
Exhibit 4.4(a)(iii)	—	Form of Opinion of New Jersey Special Counsel for the Obligors
Exhibit 4.4(b)(i)	—	Form of Opinion of U.S. Special Counsel for the Purchasers
Exhibit 4.4(b)(ii)	—	Form of Opinion of English Special Counsel for the Purchasers
Exhibit 4.11	—	Form of Intercreditor Deed
Exhibit 4.18	—	Commitment Letter
Exhibit 4.20	—	Form of Hedging Letter
Exhibit 7.2	—	Form of Compliance Certificate
Schedule 5.11	—	Disclosure Documents
Schedule 5.23	—	Group Structure Chart

vi

BA HOLDINGS, INC.

Anchorage Gateway
5 Anchorage Quay
Salford, M50 3XE
United Kingdom

Senior Secured Notes due June 15, 2018

May 13, 2011

To Each of the Purchasers Listed in
Schedule A Hereto:

Ladies and Gentlemen:

Each of BA Holdings, Inc., a Delaware corporation (the “Issuer” or any successor that becomes such in the manner prescribed in Section 9.7), Luxfer Holdings PLC (Registered No. 3690830), a public limited company organized under the laws of England and Wales (the “Parent Guarantor”), and each of the parties listed in Schedule C (each an “Original Subsidiary Guarantor” and collectively the “Original Subsidiary Guarantors”), agrees with each of the purchasers whose names appear at the end hereof (each a “Purchaser” and collectively the “Purchasers”) as follows:

1.AUTHORIZATION OF NOTES; GUARANTEES.

(a)The Issuer will authorize the issue and sale of US$65,000,000 aggregate principal amount of its Senior Secured Notes due June 15, 2018 (the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 15). The Notes shall be substantially in the form set out in Exhibit 1(a). Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

(b)The payment by the Issuer of all amounts due with respect to the Notes shall be absolutely and unconditionally guaranteed by (i) each of the Original Subsidiary Guarantors that is a U.S. Guarantor pursuant to the Unconditional Guarantee contained in Section 13, (ii) the Parent Guarantor, which owns all of the outstanding equity interests of the Issuer, and each of the Original Subsidiary Guarantors that is an English Guarantor pursuant to a Guarantee Agreement in substantially the form of Exhibit 1(b)(i) (each an “English Guarantee Agreement”), and (iii) each Subsidiary (each an “Additional Subsidiary Guarantor”) which, after the date of this Agreement, becomes a party hereto pursuant to a Joinder Agreement in substantially the form of Exhibit 1(b)(ii) (each a “Joinder Agreement”) and guarantees the Notes pursuant to such Joinder Agreement, an English Guarantee Agreement or a guarantee agreement in form and substance satisfactory to the Required Holders, but shall exclude at such time any Subsidiary

theretofore released from its obligations as a Subsidiary Guarantor pursuant to Section 9.31.

2.SALE AND PURCHASE OF NOTES.

Subject to the terms and conditions of this Agreement, the Issuer will issue and sell to each Purchaser and each Purchaser will purchase from the Issuer, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

3.CLOSING.

The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the offices of Bingham McCutchen (London) LLP, 41 Lothbury, London, England, at 10:00 A.M., local time, at a closing (the “Closing”) on June 15, 2011 or on such other Business Day thereafter on or prior to June 30, 2011 as may be agreed upon by the Obligors and the Purchasers. At the Closing the Issuer will deliver to each Purchaser the Notes to be purchased by such Purchaser in the form of a single Note (or such greater number of Notes in denominations of at least US$100,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Issuer or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Issuer to the account identified by the Issuer in the Funding Instructions (unless agreed by the Purchasers at least 5 Business Days prior to Closing, such account must be a bank account in a bank located in the United States and it being understood by the parties hereto that irrespective of the time of Closing no such wire can be initiated by a Purchaser until the opening of business in the United States for both such Purchaser and its bank). If at the Closing the Issuer shall fail to tender such Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.

4.CONDITIONS TO CLOSING.

Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

4.1.Representations and Warranties.

The Major Representations shall be correct at the time of the Closing.

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4.2.Performance; No Default.

Each Obligor shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.30(b)) no Major Default shall have occurred and be continuing. Nothing in this Section 4.2 operates as a waiver of any Event of Default or will affect the rights of the holders of Notes in respect of any outstanding Event of Default upon purchase of the Notes, irrespective of whether that Event of Default occurred prior to the purchase of Notes or not, and the holders of Notes may exercise all or any of their rights and remedies set out in this Agreement in respect of any continuing Event of Default upon purchase of the Notes (including without limitation their rights under Section 11.1).

4.3.Compliance Certificates.

(a)Officer’s Certificates.    Each Obligor shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, in Agreed Form, certifying that the conditions specified in Sections 4.1 and 4.2 have been fulfilled.

(b)Secretary’s or Director’s Certificates.

(i)Each Obligor shall have delivered to such Purchaser a certificate of its Secretary or an Assistant Secretary or a director or other appropriate person, dated the date of the Closing, certifying (A) as to the resolutions of the board of directors and shareholders of such Obligor attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Note Documents to which it is a party, (B) constitutive documents of such Obligor (and in respect of each U.S. Obligor as certified by the applicable regulatory authority), and (C) to the incumbency and specimen signature of each person authorized by the resolutions referred to in clause (A) above to execute the Note Documents, all in Agreed Form.

(ii)The Parent Guarantor shall have delivered to such Purchaser a certificate of a director, dated the date of the Closing:

(A)confirming that issuing or guaranteeing or securing, as appropriate, the Notes would not cause any borrowing, guarantee, Security or similar limit binding on the Parent Guarantor, the Issuer or any Original Subsidiary Guarantor to be exceeded;

(B)attaching thereto a copy of (1) each Transaction Security Document, (2) each notice required to be sent under the Transaction Security Documents, (3) all share certificates, transfers and stock transfer forms or equivalent (each duly executed by the relevant Obligor in blank) and other documents of title provided under the Transaction Security Documents and (4) the Bank Facilities Agreement and each other Finance Document (as defined in the Bank Facilities Agreement), all in Agreed Form, and certifying that (x) each such document copy is correct,

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complete and in full force and effect and has not been amended, novated, supplemented, superseded or terminated as at the date of the Closing and (y) the commitments under the Bank Facilities Agreement are available to be drawn as at the date of the Closing;

(C)attaching thereto a copy of the Original Financial Statements of each Obligor and certifying that each such document copy is true;

(D)specifying each member of the Group which is a Dormant Subsidiary as at the date of Closing together with certified copies (certified by such director to be a true copy) of the last audited accounts of each such Dormant Subsidiary;

(E)specifying each member of the Group which is a Material Company as at the date of Closing;

(F)confirming that such the irrevocable prepayment notice in respect of the Existing Notes was served on or prior to the date falling five Business Days after the date of this Agreement; and

(G)confirming that, as a result of the sale of the Notes and the utilization of the facilities available under the Bank Facilities Agreement on the date of the Closing (or, in the case of the Bank Facilities Agreement, on the day immediately following the day of Closing), the Obligors have available to them a sum which is sufficient to repay the Existing Notes and the ABL Facility in full, and that such sum has been applied or will, simultaneously with the receipt of the proceeds of the Bank Facilities Agreement, be applied to repay the Existing Notes and the ABL Facility in full;

in Agreed Form.

4.4.Opinions of Counsel.

Such Purchaser shall have received opinions, dated the date of the Closing (a) from Fried, Frank, Harris, Shriver & Jacobson LLP, U.S. counsel for the Obligors, Dickson Minto W.S., English counsel for the Obligors, and Montalbano, Condon & Frank, P.C., New Jersey counsel for the Obligors, in the respective forms set forth in Exhibits 4.4(a)(i), 4.4(a)(ii) and 4.4(a)(iii), in each case without any changes from such forms attached hereto unless such changes have been approved by the Purchasers (and the Obligors hereby instruct their counsel to deliver such opinions to the Purchasers) and (b) from Bingham McCutchen LLP and Bingham McCutchen (London) LLP, the Purchasers’ U.S. and English special counsel, respectively, in connection with such transactions, substantially in the respective forms set forth in Exhibits 4.4(b)(i) and 4.4(b)(ii), or with such changes approved by the Purchasers.

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4.5.Purchase Permitted by Applicable Law, etc.

On the date of the Closing such Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.

4.6.Sale of Other Notes.

Contemporaneously with the Closing the Issuer shall sell to each other Purchaser and each other Purchaser shall purchase the Notes to be purchased by it at the Closing as specified in Schedule A.

4.7.Payment of Special Counsel Fees.

Without limiting the provisions of Section 17.1, the Issuer shall have paid on or before the Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Issuer at least one Business Day prior to the Closing.

4.8.Private Placement Number.

A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for the Notes.

4.9.Repayment of Existing Notes and ABL Facility.

Such Purchaser shall have received, in each case in Agreed Form:

(a)Existing Notes —

(i)On or before the date hereof, a copy of the irrevocable prepayment notices and related certificate in Agreed Form in respect of the Existing Notes signed by the Parent Guarantor, and

(ii)evidence that the rating issued by Moody’s Investors Service Ltd. with respect to the Existing Notes shall have been extinguished; and

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(b)ABL Facility —

(i)an executed copy of a lien termination agreement by and among the U.S. Obligors, Luxfer Group Limited and Bank of America, N.A., as security trustee, in respect of the ABL Facility, in Agreed Form and certified by a director of the Parent Guarantor as correct, complete and in full force and effect, and as not having been amended, novated, supplemented, superseded or terminated as at the date of the Closing,

(ii)an executed copy of a Deed of Release between Bank of America N.A., as security trustee, and certain of the Obligors in respect of the ABL Facility, in Agreed Form and certified by a director of the Parent Guarantor as correct, complete and in full force and effect, and as not having been amended, novated, supplemented, superseded or terminated as at the date of the Closing, and

(iii)a copy of the cancellation notice served under the ABL Facility, certified by a director of the Parent Guarantor as correct, complete and in full force and effect.

4.10.English Guarantee Agreements.

The Parent Guarantor and each of the Original Subsidiary Guarantors that is an English Guarantor shall have entered into an English Guarantee Agreement and such Purchaser shall have received an original copy of such agreement and it shall be in full force and effect.

4.11.Intercreditor Deed.

Each of (a) the Parent Guarantor, the Issuer and the Original Subsidiary Guarantors, (b) the Bank Agent, (c) the Security Trustee, (d) Lloyds TSB Bank plc and Clydesdale Bank PLC (trading as Yorkshire Bank), as Arrangers, (e) the Bank Lenders, (f) Lloyds TSB Bank plc, Clydesdale Bank PLC (trading as Yorkshire Bank) and Bank of America, N.A., as Bilateral Lenders, and (g) the Purchasers shall have entered into the Intercreditor Deed, which shall be in the form set forth in Exhibit 4.11, and such Purchaser shall have received an original copy of the Intercreditor Deed and it shall be in full force and effect.

4.12.Transaction Security Documents.

(a)Each Transaction Security Document shall have been duly executed by the parties thereto, shall be in Agreed Form and shall be in full force and effect, and the Purchasers shall have received one original of each such document.

(b)Each notice required to be executed and sent under the Transaction Security Documents shall have been duly executed and shall be in Agreed Form.

(c)Each share certificate, transfer and stock transfer form or equivalent (each duly executed by the relevant Obligor in blank) in relation to the assets subject to or expressed to be subject to the Transaction Security and other documents of title required

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to be provided under the Transaction Security Documents shall have been provided to the applicable party in accordance with the terms of the applicable Transaction Security Document.

(d)Such Purchaser shall have received evidence of the completion of all other actions, recordings and filings of or with respect to the Transaction Security Documents that such Purchaser may deem necessary or desirable in order to perfect the Securities created thereby to the extent required under the Debenture, the U.S. Security Agreement and the U.S. Share Pledge Agreement.

4.13.Insurance.

Such Purchaser shall have received a letter from Marsh Ltd, as insurance broker for the Group, dated no earlier than the date of the Closing, listing the insurance policies of the Group and confirming that they are on risk and that the insurance for the Group at the date of the Closing covers appropriate risks for the business carried out by the Group and that such insurance complies with the terms of the Note Documents.

4.14.Security Searches and Releases.

(a)Security Searches. Such Purchaser shall have received copies of the results of the following searches dated within one week of the Closing:

(i)a search at the Companies Court at the Royal Courts of Justice in London and at Companies House as at the date of Closing revealing no adverse entries against the Parent Guarantor, the Issuer or any Original Subsidiary Guarantor, and

(ii)a Uniform Commercial Code search of the Secretary of State (or equivalent recording office) of the state of incorporation of each U.S. Obligor revealing no existing liens that do not constitute Permitted Security.

(b)Security Releases. Such Purchaser shall have received copies of:

(i)releases in Agreed Form of any existing liens appearing on the results of the Uniform Commercial Code searches referred to in paragraph (a)(ii) above that do not constitute Permitted Security (other than Permitted Security identified in paragraph (h) of the definition of such term), and

(ii)such release documents as are necessary to discharge and release all existing Security granted by each member of the Group other than Security falling within paragraphs (a) through (g), inclusive, of the definition of Permitted Security, and such release documents shall be in form and substance satisfactory to such Purchaser.

4.15.Base Case Model.

Such Purchaser shall have received a copy of the Base Case Model.

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4.16.[Reserved].

4.17.Funding Instructions.

At least three Business Days prior to the date of the Closing, each Purchaser shall have received written instructions (the “Funding Instructions”) signed by a Responsible Officer on letterhead of the Issuer designating the bank account for payment of the purchase price of the Notes in accordance with Section 3 including (a) the name and address of the transferee bank, (b) such transferee bank’s ABA number and (c) the account name and number into which the purchase price for the Notes is to be deposited.

4.18.Payment of Structuring Fee; Delayed Delivery Fee.

(a)Structuring Fee. Without limiting the provisions of Section 16.1, the Issuer shall have paid to such Purchaser on or before the Closing, in immediately available funds, such Purchaser’s pro rata share of a fee in the aggregate amount of US$812,500 in consideration for the time, effort and expense involved in the preparation, negotiation and execution of this Agreement and the other Note Documents.

(b)Delayed Delivery Fee. In the event that the Closing does not occur on or before June 15, 2011, the Issuer shall pay on the date of the Closing the Delayed Delivery Fee (as defined in the Commitment Letter) in accordance with the terms of the Commitment Letter.

4.19.Funds Flow Statement.

Such Purchaser shall have received prior to the date of the Closing the Funds Flow Statement.

4.20.Hedging Letter.

Such Purchaser shall have received a hedging strategy letter (the “Hedging Letter”) in favor of the Purchasers in the form set forth in Exhibit 4.20.

4.21.Perfection Certificates.

Such Purchaser shall have received a perfection certificate with respect to each U.S. Obligor, which shall be executed by such U.S. Obligor and shall be in form and substance as previously provided to the Security Trustee or in form and substance satisfactory to the Purchasers (acting reasonably).

4.22.Cross Receipt.

Such Purchaser shall have received a cross receipt with respect to the Purchasers’ receipt of the Notes and the Issuer’s receipt of payment in full for the Notes, which shall be executed by the Issuer and shall be in Agreed Form.

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4.23.Foreign Corrupt Practices Act Letter.

Such Purchaser shall have received a copy of a letter from the Purchasers to the Bank Agent with respect to U.S. and non-U.S. anti-bribery and anti-corruption laws, including, but not limited to, the U.S. Foreign Corrupt Practices Act of 1977, which shall be executed by the Bank Agent and in Agreed Form.

4.24.Bank Facilities Agreement.

Each Purchaser shall have received an acknowledgement of the Bank Agent that (a) it has received an irrevocable Utilization Request (as defined in the Bank Facilities Agreement) requesting funds under the Facilities (as defined in the Bank Facilities Agreement) in an amount equal to or greater than the amount required from such Facilities pursuant to the Funds Flow Statement and (b) all conditions precedent to such Utilization Request have been satisfied.

5.REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS.

Each Obligor jointly and severally represents and warrants to each Purchaser that, as of the date of this Agreement and as of the date of the Closing:

5.1.Status.

(a)It and each of its Subsidiaries is a limited liability corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b)It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

5.2.Binding Obligations.

Subject to the Legal Reservations:

(a)the obligations expressed to be assumed by it in each Note Document to which it is a party are legal, valid, binding and enforceable obligations; and

(b)(without limiting the generality of Section 5.2(a)), each Transaction Security Document to which it is a party creates the Security which that Transaction Security Document purports to create and that Security is valid and effective.

5.3.Non-conflict with Other Obligations.

The entry into and performance by it of, and the transactions contemplated by, the Note Documents and the granting of the Transaction Security do not and will not conflict with:

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(a)any law or regulation applicable to it;

(b)the constitutional documents of any member of the Group; or

(c)any agreement or instrument binding upon it or any member of the Group or any of its or any member of the Group’s assets or constitute a default or termination event (however described) under any such agreement or instrument unless such conflict, default or termination event would not have or is not reasonably likely to have a Material Adverse Effect.

5.4.Power and Authority.

(a)It has the power to enter into, perform and deliver, and has taken all necessary action to authorize its entry into, performance and delivery of, the Note Documents to which it is or will be a party and the transactions contemplated by such Note Documents.

(b)No limit on its powers will be exceeded as a result of the borrowing, grant of Security or giving of guarantees or indemnities contemplated by the Note Documents to which it is a party.

5.5.Validity and Admissibility in Evidence.

(a)All Authorizations required:

(i)to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Note Documents to which it is a party including, without limitation, any Authorizations required in connection with the obtaining of U.S. Dollars to make payments under this Agreement or the Notes and the payment of such U.S. Dollars to Persons resident in the United States of America; and

(ii)to make the Note Documents to which it is a party admissible in evidence in its Relevant Jurisdictions,

have been obtained or effected and are in full force and effect except any Authorization referred to in Section 5.8.

(b)All Authorizations necessary for the conduct of the business, trade and ordinary activities of the members of the Group have been obtained or effected and are in full force and effect if failure to obtain or effect those Authorizations has or is reasonably likely to have a Material Adverse Effect.

5.6.Governing Law and Enforcement.

(a)The choice of governing law of the Note Documents will be recognized and enforced in its Relevant Jurisdictions.

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(b)Any judgment obtained in relation to a Note Document in the jurisdiction of the governing law of that Note Document will be recognized and enforced in its Relevant Jurisdictions.

5.7.Insolvency.

(a)No:

(i)corporate action, legal proceeding or other procedure or step described in Section 10(g)(i); or

(ii)creditors’ process described in Section 10(h),

has been taken or, so far as it is aware, threatened in relation to a member of the Group.

(b)No corporate action, legal proceeding or other procedure or step described in Section 10(g)(ii) has been taken or, so far as it is aware, threatened in relation to the Issuer or any other member of the Group incorporated in the United States of America.

(c)None of the circumstances described in Section 10(f) applies to a member of the Group.

5.8.No Filing or Stamp Taxes.

Under the laws of its Relevant Jurisdiction it is not necessary that the Note Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Note Documents or the transactions contemplated by the Note Documents except for those registrations specifically set out in any legal opinion delivered to the Purchasers pursuant to Section 4.4.

5.9.Deduction of Tax.

No liability for any Tax, directly or indirectly, imposed, assessed, levied or collected by or for the account of any Governmental Authority of the United Kingdom or any political subdivision thereof will be incurred by any Obligor or any holder of a Note as a result of the execution or delivery of any Note Document and no deduction or withholding in respect of Taxes imposed by or for the account of the United Kingdom or, to the knowledge of the Obligors, any other Taxing Jurisdiction, is required to be made from any payment by any Obligor under any Note Document except for any such liability, withholding or deduction imposed, assessed, levied or collected by or for the account of any such Governmental Authority of the United Kingdom arising out of circumstances described in clause (a), (b) or (c) of Section 12.

5.10.No Default.

(a)No Default or Event of Default is continuing or is reasonably likely to result from the issuance of the Notes or the entry into, the performance of, or any transaction contemplated by, any Note Document.

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(b)No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which has or is reasonably likely to have a Material Adverse Effect.

5.11.No Misleading Information.

(a)All factual information contained in the Note Documents and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Obligors in connection with the transactions contemplated hereby and identified in Schedule 5.11, the Original Financial Statements and the Information Memorandum (the Note Documents, such documents, certificates or other writings, the Original Financial Statements and the Information Memorandum delivered to each Purchaser prior to the date of this Agreement being referred to, collectively, as the “Disclosure Documents”) was true and accurate in all material respects as at the date of the relevant report or document containing the information or (as the case may be) as at the date the information is expressed to be given.

(b)The Base Case Model has been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements of the Parent Guarantor, and the financial projections contained in the Base Case Model have been prepared on the basis of recent historical information, are fair and based on reasonable assumptions and have been approved by the board of directors of the Parent Guarantor.

(c)Any financial projection or forecast contained in the Disclosure Documents has been prepared on the basis of recent historical information and on the basis of reasonable assumptions and was fair (as at the date of the relevant report or document containing the projection or forecast) and arrived at after careful consideration (it being acknowledged by the Purchasers that financial projections or forecasts are subject to uncertainties and contingencies and no representation or warranty is given that such financial projections or forecasts will be realized).

(d)The expressions of opinion or intention provided by or on behalf of an Obligor for the purposes of the Disclosure Documents were made after careful consideration and (as at the date of the relevant report or document containing the expression of opinion or intention) were fair and based on reasonable grounds.

(e)No event or circumstance has occurred or arisen and no information has been omitted from the Disclosure Documents and no information has been given or withheld that results in the information, opinions, intentions, forecasts or projections contained in the Disclosure Documents being untrue or misleading in any material respect.

(f)All material information provided to a Purchaser by or on behalf of the Group on or before the date of the Closing and not superseded before that date (whether

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or not contained in the Disclosure Documents) is accurate and not misleading in any material respect and all projections provided to any Purchaser on or before the date of the Closing have been prepared in good faith on the basis of assumptions which were reasonable at the time at which they were prepared and supplied.

(g)All other written information provided by any Obligor to a Purchaser was true, complete and accurate in all material respects as at the date it was provided and is not misleading in any material respect.

5.12.Original Financial Statements.

(a)Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied.

(b)Its unaudited Original Financial Statements fairly represent its financial condition and results of operations for the relevant period in accordance with the basis of preparation and Accounting Principles unless expressly disclosed to the Purchasers in writing to the contrary prior to the date of this Agreement.

(c)Its audited Original Financial Statements give a true and fair view of its financial condition and results of operations during the relevant Financial Year.

(d)There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent Guarantor) since December 31, 2010.

(e)The Original Financial Statements of the Parent Guarantor do not consolidate the results, assets or liabilities of any Person or business which does not form part of the Group (other than in respect of any joint venture) as at the date of the Closing.

5.13.No Proceedings Pending or Threatened.

(a)No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which, if adversely determined, are reasonably likely to result in liabilities to it or any of its Subsidiaries (whether actual or contingent) which has or is reasonably likely to have a Material Adverse Effect have (so far as it is aware) been started or threatened against it or any of its Subsidiaries.

(b)No labor disputes are current or, so far as it is aware, threatened against any member of the Group which have or are reasonably likely to result in liabilities to it or any of its Subsidiaries which has or is reasonably likely to have a Material Adverse Effect.

5.14.No Breach of Laws.

It has not (and none of its Subsidiaries has) breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

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5.15.Environmental Laws.

(a)It and each of its Subsidiaries is in compliance with Section 9.4 and, so far as it is aware, no circumstances have occurred which would prevent such compliance in a manner or to an extent which has or is reasonably likely to result in a Material Adverse Effect.

(b)No Environmental Claim has been commenced or, so far as it is aware, is threatened against any member of the Group where that claim has or is reasonably likely, if determined against that member of the Group, to result in a Material Adverse Effect.

(c)The cost to the Group of compliance with Environmental Laws (including Environmental Permits) is, so far as it is aware, adequately provided for in the Base Case Model.

5.16.Taxation.

(a)It is not (and none of its Subsidiaries is) materially overdue in the filing of any Tax returns and it is not (and none of its Subsidiaries is) overdue in the payment of any amount in respect of Tax.

(b)No claims or investigations are being, or are reasonably likely to be, made or conducted against it (or any of its Subsidiaries) with respect to Taxes such that a liability of, or claim against, any member of the Group which would have or is reasonably likely to have a Material Adverse Effect.

(c)It is resident for Tax purposes only in the jurisdiction of its incorporation.

5.17.Security and Financial Indebtedness.

(a)No Security or Quasi-Security exists over all or any of the present or future assets of any member of the Group other than as permitted by this Agreement.

(b)No member of the Group has any Financial Indebtedness outstanding other than as permitted by this Agreement.

5.18.Ranking.

(a)The Obligors’ payment obligations under the Note Documents will rank at least pari passu, without preference or priority, with the Obligors’ payment obligations under the Bank Facilities Agreement and the other Finance Documents (as defined in the Bank Facilities Agreement).

(b)Any unsecured and unsubordinated claims of a holder against any Obligor under the Note Documents will rank at least pari passu with the claims of all of such Obligor’s other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

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(c)As at the date of the Closing, the Transaction Security has first ranking priority and it is not subject to any prior ranking or pari passu ranking Security other than Permitted Security.

5.19.Good Title to Assets.

It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licenses of, and all appropriate Authorizations to use, the assets necessary to carry on its business as presently conducted.

5.20.Legal and Beneficial Ownership.

It and each of its Subsidiaries is the sole legal and beneficial owner of the respective assets over which it purports to grant Security.

5.21.Shares.

(a)The shares of any member of the Group which are subject to the Transaction Security are fully paid.

(b)The shares of any member of the Group which are subject to the Transaction Security are not subject to any option to purchase or similar rights.

(c)The constitutional documents of the companies whose shares are subject to the Transaction Security do not and could not restrict or inhibit any transfer of those shares on creation or enforcement of the Transaction Security.

(d)There are no agreements in force which provide for the issue, allotment or transfer of, or grant any Person the right to call for the issue, allotment or transfer of, any share or loan capital of any member of the Group (including any option or right of pre-emption or conversion) other than pursuant to the Share Option Documents.

5.22.Intellectual Property.

It and each of its Subsidiaries:

(a)is the sole legal and beneficial owner of or has licensed to it on normal commercial terms all the Intellectual Property which is material in the context of its business and which is required by it in order to carry on its business as it is being conducted and as contemplated in the Base Case Model and where the Intellectual Property is licensed to it, that license has not been breached in any material respect or terminated by any party;

(b)does not, in carrying on its businesses, infringe any Intellectual Property of any third party in any respect which has or is reasonably likely to have a Material Adverse Effect; and

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(c)has taken all formal or procedural actions (including payment of fees) required to maintain any Intellectual Property owned by it which is required by it in order to carry on its business as it is being conducted and as contemplated in the Base Case Model.

5.23.Group Structure Chart.

(a)The group structure chart contained in Schedule 5.23 (the “Group Structure Chart”) is true, complete and accurate in all material respects and shows, as of the date of this Agreement and the date of the Closing, each member of the Group, including current name and company registration number, and its jurisdiction of incorporation and/or establishment.

(b)No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than this Agreement, the Bank Facilities Agreement, the Existing Notes, the ABL Facility and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor, the Issuer or any of their respective Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.

5.24.Obligors.

(a)Each Subsidiary of the Parent Guarantor incorporated in the United Kingdom (other than a Dormant Subsidiary, LGL 1996 Limited and Biggleswick Limited) and each Material Company (other than the French Subsidiary and the Czech Subsidiary) incorporated in any other jurisdiction is an Obligor on the date of the Closing.

(b)The aggregate:

(i)earnings before interest, tax and amortization (calculated on the same basis as EBITA) of the Obligors on the date of the Closing (calculated on an unconsolidated basis and excluding all unrealized intra-Group profits of any member of the Group) exceeds 80% of EBITA of the Group; and

(ii)gross assets of the Obligors on the date of the Closing (calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) exceeds 80% of the consolidated gross assets of the Group.

5.25.Accounting Reference Date.

The Accounting Reference Date of each member of the Group is December 31.

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5.26.Centre of Main Interests and Establishments.

For the purposes of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (Regulation), its centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in its jurisdiction of incorporation and it has no establishment (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction.

5.27.Dormant Companies.

There are no Dormant Subsidiaries other than:

(a)BAL 1996 Limited; and

(b)Mel Chemicals China Limited.

5.28.Pensions.

(a)Except for the Defined Benefit Schemes:

(i)neither it nor any of its Subsidiaries is or has at any time been an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pensions Schemes Act 1993); and

(ii)neither it nor any of its Subsidiaries is or has at any time been connected with or an associate of (as those terms are used in sections 38 and 43 of the Pensions Act 2004) such an employer.

(b)The present value of the accrued benefit liabilities (whether or not vested) under each Non-U.S. Plan that is funded, determined as of the end of each Obligor’s most recently ended Financial Year on the basis of reasonable actuarial assumptions, did not exceed the current value of the assets of such Non-U.S. Plan allocable to such benefit liabilities determined as of such date by more than £20,000,000 (or its equivalent).

5.29.No Adverse Consequences.

(a)It is not necessary under the laws of its Relevant Jurisdictions:

(i)in order to enable any holder to enforce its rights under any Note Document; or

(ii)by reason of the execution of any Note Document or the performance by it of its obligations under any Note Document,

that any Purchaser or other holder should be licensed, qualified or otherwise entitled to carry on business in any of its Relevant Jurisdictions.

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(b)No Purchaser or other holder is or will be deemed to be resident, domiciled or carrying on business in its Relevant Jurisdictions by reason only of the execution, performance and/or enforcement of any Note Document.

5.30.U.S. Regulations.

(a)Employee Benefit Plans

(i)No Obligor or ERISA Affiliate has incurred at any time within the last six years or could be reasonably expected to incur any liability to, or on account of, a Multiemployer Plan as a result of a violation of section 515 of ERISA or pursuant to section 4201, 4204 or 4212(c) of ERISA.

(ii)Each Employee Plan complies in form and operation in all material respects with ERISA, the Internal Revenue Code and all other applicable laws and regulations.

(iii)The present value of the aggregate benefit liabilities under each of the Employee Plans (other than any Multiemployer Plan), determined as of the end of such plan’s most recently ended plan year on the basis of the actuarial methods and assumptions specified for funding purposes in such plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such plan allocable to such benefit liabilities by more than US$9,000,000 (or its equivalent) in the case of any single Employee Plan and by more than US$10,500,000 (or its equivalent) in the aggregate for all Employee Plans. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.

(iv)There is (to the best of each Obligor’s and ERISA Affiliate’s knowledge and belief) no litigation, arbitration, administrative proceeding or claim pending or threatened against or with respect to any Employee Plan (other than routine claims for benefits) which has or, if adversely determined, could reasonably be expected have a Material Adverse Effect.

(v)Within the last six years each Obligor and each ERISA Affiliate has made all material contributions to each Employee Plan and Multiemployer Plan required by law within the applicable time limits prescribed by law, the terms of that Plan and any contract or agreement requiring contributions to that Plan.

(vi)No Obligor or ERISA Affiliate has ceased operations at a facility so as to be subject to the provisions of section 4062(e) of ERISA, withdrawn as a substantial employer so as to be subject to the provisions of section 4063 of ERISA, or ceased making contributions to any Employee Plan subject to section 4064(a) of ERISA to which it made contributions.

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(vii)No Obligor or ERISA Affiliate has incurred any material liability to the PBGC, which remains outstanding or could reasonably be expected to incur any material liability to the PBGC.

(viii)No ERISA Event has occurred or, as at the date of this Agreement, is reasonably likely to occur that could reasonably be expected to have a Material Adverse Effect.

(ix)The execution and delivery of this Agreement and the other Note Documents and the issuance and sale of the Notes will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Internal Revenue Code. The representation by the Obligors to each Purchaser in the first sentence of this Section 5.30(a)(x) is made in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources of the funds used to pay the purchase price of the Notes to be purchased by such Purchaser.

(b)Margin Regulations

The Issuer will apply the proceeds of the sale of the Notes to repay the Existing Notes on the day immediately following the day of Closing in accordance with the Funds Flow Statement and, to the extent any proceeds are not necessary for the repayment of the Existing Notes, for general corporate purposes. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Issuer in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 25% of the value of the consolidated assets of the Group and none of the Obligors has any present intention that margin stock will constitute more than 25% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

(c)Other U.S. Regulation

No Obligor or any Affiliate of an Obligor is:

(i)a public utility within the meaning of, or subject to regulation under, the United States Federal Power Act of 1920,

(ii)an investment company or a company controlled by an investment company within the meaning of the United States Investment Company Act of 1940,

(iii)subject to regulation under the ICC Termination Act of 1995, as amended, or

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(iv)subject to regulation under any United States federal or state law or regulation that limits its ability to incur or guarantee indebtedness.

(d)Foreign Assets Control Regulations, etc.

No Obligor or any of its Subsidiaries or any of its Affiliates or Holding Companies, or to its knowledge any of their respective brokers or other agents acting or benefiting in any capacity in connection with the Notes or any other Note Document:

(i)is in violation of any Anti-Terrorism Law,

(ii)is in violation of the OFAC Sanctions Regulations,

(iii)is a Designated Person, or

(iv)is a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, any Designated Person, any Person that is otherwise a sanctions target of the U.S. government, or any government of a country subject to the OFAC Sanctions Regulations (each Designated Person and each other Person described in this clause (v) is a “Blocked Person”).

5.31.Sanctions.

The Parent Guarantor represents that neither the Parent Guarantor nor any member of the Group (collectively for the purpose of this clause only, the “Company”) or, to the knowledge of the Company, any director, officer, employee, agent, affiliate or representative of the Company is a Person currently the subject of any sanctions administered or enforced by OFAC, the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions. The Company represents and covenants that it will not, directly or indirectly, use the proceeds of the transaction, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, to fund any activities of or business with any Person, or in Burma/Myanmar, Cuba, Iran, Libya, North Korea, Sudan or in any other country or territory, that, at the time of such funding, would result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

5.32.Private Offering.

None of the Obligors nor anyone acting on their behalf has offered the Notes, the Unconditional Guarantee or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers, each of which has been offered the Notes and the Unconditional Guarantee at a private sale for investment. Subject to the Purchasers’ representations and warranties in Section 6, none of the Obligors nor anyone acting on their behalf has taken, or will take, any action that would subject the issuance or sale of the Notes or the Unconditional Guarantee to the

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registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

6.REPRESENTATIONS OF THE PURCHASERS.

6.1.Purchase for Investment.

Each Purchaser severally represents that it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution or resale thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each Purchaser understands that the Notes have not been registered under the Securities Act or any state or other securities law, that the Notes are being issued by the Issuer in transactions exempt from the registration requirements of the Securities Act and that the Notes may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration under the Securities Act is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Issuer is not required to register the Notes. Each Purchaser is an “accredited investor” as defined in Regulation D promulgated by the Securities Act. Each Purchaser represents that (a) it is a sophisticated institutional investor and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Notes, (b) it has been furnished with or has had access to the information it has requested from the Issuer and its Affiliates and has had an opportunity to discuss with the management of the Issuer and its Affiliates the business and financial affairs of the Issuer and its Subsidiaries and (c) it must bear the economic risk of its investment in the Notes for an indefinite period of time because the Notes will not be registered under the Securities Act or any applicable state securities laws.

6.2.Source of Funds.

Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by it hereunder:

(a)the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

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(b)the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

(c)the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Issuer in writing pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(d)the Source constitutes assets of an “investment fund” (within the meaning of Part V of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of “control” in Section V(e) of the QPAM, Exemption) owns a 5% or more interest in the Issuer and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Issuer in writing pursuant to this clause (d); or

(e)the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d) of the INHAM Exemption) owns a 10% or more interest in the Issuer (as determined under Part IV(d) of the INHAM Exemption, as amended effective April 1, 2011) and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Issuer in writing pursuant to this clause (e); or

(f)the Source is a governmental plan; or

(g)the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Issuer in writing pursuant to this clause (g); or

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(h)the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA.

7.INFORMATION AS TO THE OBLIGORS.

7.1.Financial and Business Information.

The Parent Guarantor shall deliver to each holder of Notes that is an Institutional Investor (and for purposes of this Agreement the information required by this Section 7.1 shall be deemed delivered on the date of delivery of such information in the English language or the date of delivery of an English translation thereof):

(a)Monthly Statements — promptly after the same are available and in any event within 45 days after the end of each calendar month, a duplicate copy of the Parent Guarantor’s management financial statements on a consolidated basis for that calendar month and for the Financial Year to date, which statements shall be substantially in the form of the monthly management accounts supplied by the Parent Guarantor to the Purchasers pursuant to Section 4.3(b);

(b)Annual Statements — promptly after the same are available and in any event within 180 days after the end of each Financial Year, a duplicate copy of

(i)its audited consolidated profit and loss accounts, balance sheets and cashflow statements for that Financial Year, and

(ii)the consolidated profit and loss accounts, balance sheets and cashflow statements (consolidated if appropriate) of each other Obligor (audited where required under the Relevant Jurisdiction) for that Financial Year,

setting forth in each case in comparative form the figures for the previous Financial Year, all in reasonable detail, prepared by the Group’s Auditors in accordance with Accounting Principles, and accompanied by an opinion thereon of the Group’s Auditors, which opinion shall state that such financial statements give a true and fair view of the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with Accounting Principles, and that the examination of the Group’s Auditors in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances;

(c)SEC and Other Reports — promptly upon their becoming available, one copy of (i) each financial statement, report, circular, notice or proxy statement or similar document sent by the Parent Guarantor or any Subsidiary to its principal lending banks as a whole (excluding information sent to such banks in the ordinary course of administration of a bank facility, such as information relating to pricing and borrowing

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availability) or to its public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Parent Guarantor or any Subsidiary with the Securities and Exchange Commission or any similar Governmental Authority or securities exchange and of all press releases and other statements made available generally by the Parent Guarantor or any Subsidiary to the public concerning developments that are Material;

(d)Notice of Default or Event of Default — promptly after a Responsible Officer becoming aware of the existence of any Default or Event of Default, a written notice specifying the nature and period of existence thereof and what action the Obligors are taking or propose to take with respect thereto;

(e)ERISA —

(i)promptly upon a request by any holder, deliver to such holder copies of the Annual Report (IRS form 5500 Series) together with all schedules and documentation reasonably requested by such holder with respect to each Employee Plan; and

(ii)within twenty-one Business Days after it or any ERISA Affiliate becomes aware that any ERISA Event has occurred or, in the case of any ERISA Event which requires advance notice under section 4043(b) of ERISA, will occur, deliver to the holders a statement signed by a director, member or officer of the Parent Guarantor or ERISA Affiliate describing that ERISA Event and the action, if any, taken or proposed to be taken with respect to that ERISA Event;

(f)Budget — as soon as it becomes available but in any event before the start of each Financial Year, an annual Budget for that Financial Year, which Budget shall be in a form acceptable to the Required Holders and shall:

(i)include a projected consolidated profit and loss, balance sheet and cashflow statement for each principal division of the Group; and

(ii)include projected financial covenant calculations for such Financial Year;

(iii)be prepared in accordance with the Accounting Principles and the accounting practices and financial reference periods applied to financial statements under Sections 7.1(a) and 7.1(b); and

(iv)have been approved by the board of directors of the Parent Guarantor;

(g)Litigation — promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any member of the Group, and which, if adversely determined, would

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involve a liability, or a potential or alleged liability, exceeding £1,000,000 (or its equivalent in other currencies);

(h)Parent Guarantor — promptly upon the reasonable request of any holder, information regarding any changes to the main board or the executive board of the Parent Guarantor and an up to date copy of its register of members (or equivalent in its jurisdiction of incorporation) (provided that the Parent Guarantor shall not be required to provide a copy of its register of members to any one holder more frequently than twice in any Financial Year unless such holder requires the register of members for know your customer requirements and/or if such holder suspects that there has been a Change of Control); and

(i)Requested Information — with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Parent Guarantor or any of its Subsidiaries or relating to the ability of the Obligors to perform their obligations under any Note Document or the ability of the Issuer to perform its obligations under the Notes as from time to time may be reasonably requested by any such holder of Notes, including information readily available to the Obligors explaining the Parent Guarantor’s financial statements if such information has been requested by the SVO in order to assign or maintain a designation of the Notes.

7.2.Other Requirements as to Financial Statements; Officer’s Certificate.

(a)Each set of Annual Financial Statements delivered to a holder of Notes pursuant to Section 7.1(b) shall be accompanied by any letter addressed to the management of the relevant company (to the extent the Parent Guarantor receives such a letter) by the auditors accompanying those Annual Financial Statements.

(b)Each set of Monthly Financial Statements delivered to a holder of Notes pursuant to Section 7.1(a) shall be accompanied by a commentary from a Senior Financial Officer of the Parent Guarantor comparing actual performance for the period to which such Monthly Financial Statements relate to (i) the projected performance for that period set out in the Budget and (ii) the actual performance for the corresponding period in the preceding Financial Year.

(c)Each set of Quarterly Financial Statements and each set of Annual Financial Statements delivered to a holder of Notes pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a Compliance Certificate.

7.3.Access.

Each Obligor shall (and the Parent Guarantor shall ensure that each member of the Group shall) permit the representatives of each holder of Notes that is an Institutional Investor:

(a)No Default — if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Company, to visit the principal executive office of any member of the Group, to discuss the affairs, finances and accounts of the Group with such Group member’s officers, and (with the consent of such

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member, which consent will not be unreasonably withheld) to visit the other offices and properties of the Group, all at such reasonable times and as often as may be reasonably requested in writing; and

(b)Default — if a Default or Event of Default then exists, at the expense of the Issuer to visit and inspect any of the offices or properties of the Group, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss the Group members’ respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Obligors authorize said accountants to discuss the affairs, finances and accounts of the Group), all at such times and as often as may be requested.

7.4.Limitation on Disclosure Obligation.

The Obligors shall not be required to disclose the following information pursuant to Section 7.1(d), 7.1(i) or 7.3:

(a)information that the applicable Obligor determines after consultation with counsel qualified to advise on such matters that, notwithstanding the confidentiality requirements of Section 21, it would be prohibited from disclosing by applicable law or regulations without making public disclosure thereof; or

(b)information that, notwithstanding the confidentiality requirements of Section 21, the applicable Obligor is prohibited from disclosing by the terms of an obligation of confidentiality contained in any agreement with any non-Affiliate binding upon such Obligor and not entered into in contemplation of this clause (b), provided that such Obligor shall use commercially reasonable efforts to obtain consent from the party in whose favor the obligation of confidentiality was made to permit the disclosure of the relevant information and provided further that the applicable Obligor has received a written opinion of counsel confirming that disclosure of such information without consent from such other contractual party would constitute a breach of such agreement.

Promptly after a request therefor from any holder of Notes that is an Institutional Investor, the Obligors will provide such holder with a written opinion of counsel (which may be addressed to the applicable Obligor) relied upon as to any requested information that the applicable Obligor is prohibited from disclosing to such holder under circumstances described in this Section 7.4.

8.PAYMENT AND PREPAYMENT OF THE NOTES.

8.1.Maturity.

As provided therein, the entire unpaid principal balance of the Notes shall be due and payable on the stated maturity date thereof.

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8.2.Optional Prepayments with Make-Whole Amount.

The Issuer may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes, in an amount not less than US$1,000,000 (and in integrals of US$500,000) in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Issuer will give each holder of Notes written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer of the Issuer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Issuer shall deliver to each holder of Notes a certificate of a Senior Financial Officer of the Issuer specifying the calculation of such Make-Whole Amount as of the specified prepayment date. Prior to the date that is three Business Days before the prepayment date specified in a prepayment notice delivered pursuant to this Section 8.2, by written notice to each holder of Notes, the Issuer may revoke such notice of prepayment or postpone the prepayment date specified therein to a later date specified in such written notice; provided, however, the Issuer may revoke a notice of prepayment or postpone the prepayment date specified therein only in the event that the Issuer has notified the holders of Notes that it intends to make such prepayment using the proceeds of the incurrence of Financial Indebtedness under a financing facility that is not currently in effect and such refinancing fails to close or, in the case of a postponement of the prepayment date only, the closing of such refinancing is postponed to a date falling after the prepayment date specified in such notice.

8.3.Allocation of Partial Prepayments.

In the case of each partial prepayment of the Notes pursuant to Section 8.2, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

8.4.Maturity; Surrender, etc.

In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment (which shall be a Business Day), together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the Issuer shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Issuer and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

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8.5.Purchase of Notes.

The Obligors will not and will not permit any of their respective Affiliates to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes. The Issuer will promptly cancel all Notes acquired by any Obligor or any Affiliate of an Obligor pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

8.6.Make-Whole Amount.

The term “Make-Whole Amount” means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

“Applicable Percentage” in the case of a computation of the Make-Whole Amount for any purpose means 0.50% (50 basis points).

“Called Principal” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 11.1, as the context requires.

“Discounted Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

“Reinvestment Yield” means, with respect to the Called Principal of any Note, the sum of the (x) Applicable Percentage plus (y) the yield to maturity implied by (i) the yields reported as of 10:00 A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on the run U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. In the case of each determination under clause (i) or clause (ii), as the case may be, of the preceding paragraph, such implied yield will be determined, if necessary, by

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(a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (1) the applicable U.S. Treasury security with the maturity closest to and greater than such Remaining Average Life and (2) the applicable U.S. Treasury security with the maturity closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

“Remaining Average Life” means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

“Remaining Scheduled Payments” means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or 12.1.

“Settlement Date” means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 11.1, as the context requires.

8.7.Change of Control Prepayment.

(a)Within 15 days following the date upon which a Responsible Officer of any Obligor first has actual knowledge of a Change of Control, the Issuer shall give written notice of such Change of Control (a “Change of Control Notice”) to each holder of a Note, which Change of Control Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.7 and the rights of the holders of Notes hereunder, (iii) contain an offer to prepay on a date, which shall be no more than 60 days and not less than 30 days after the date of such Change of Control Notice, the entire unpaid principal amount of the Notes held by such holder, together with interest thereon to the prepayment date, if any, with respect to each Note prepaid (showing in such offer the amount of interest which would be paid on such prepayment date together with specific information as to how such estimated amount was calculated), and (iv) request such holder to notify the Issuer in writing by a stated date (a “Response Date”), which date is not less than 10 days prior to the prepayment date and not less than 20 days after such holder’s receipt of the Change of Control Notice, of its acceptance or rejection of such prepayment offer. If a holder does not notify the Issuer on or before the Response Date specified in the Change of Control Notice of such

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holder’s acceptance of the prepayment offer contained therein, then the holder shall be deemed to have rejected such offer.

(b)On the prepayment date specified in the Change of Control Notice, the entire unpaid principal amount of the Notes held by each holder of a Note who has accepted such prepayment offer, together with accrued and unpaid interest thereon to the prepayment date shall become due and payable.

(c)To the extent they may legally do so (including without breaching any confidentiality undertaking) the Obligors will promptly provide any holder of a Note with all information in their possession which such holder may reasonably request in order to enable such holder to evaluate the effect of a Change of Control on such holder’s investment in the Notes.

8.8.Disposal and Insurance Prepayments.

(a)Notice and Offer. In the event that any member of the Group receives any Disposal Proceeds or any Insurance Proceeds, the Issuer shall give written notice thereof to each holder of Notes. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer (a “Disposal Prepayment Offer” or “ Insurance Prepayment Offer”, respectively) to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable Portion of such Disposal Proceeds or Insurance Proceeds on a date specified in such notice (the “Disposal Prepayment Date” or “Insurance Prepayment Date”, respectively) that is not less than 30 days and not more than 60 days after the date of such notice. If such prepayment date shall not be specified in such notice, the Disposal Prepayment Date or Insurance Prepayment Date, as applicable, shall be the 45th day after the date of such notice.

(b)Acceptance; Rejection.

(i)Disposal Prepayment Offer. The failure of a holder of a Note to respond to a Disposal Prepayment Offer in writing within 20 days after the date of such written notice thereof from the Issuer shall be deemed to constitute an acceptance of the Disposal Prepayment Offer with respect to such Note. A holder may reject a Disposal Prepayment Offer with respect to any or all of such holder’s Notes by causing a notice of its rejection to be delivered to the Issuer not later than 20 days after the date of such written notice from the Issuer.

(ii)Insurance Prepayment Offer. The failure of a holder of a Note to respond to an Insurance Prepayment Offer in writing within 20 days after the date of such written notice thereof from the Issuer shall be deemed to constitute a rejection of the Insurance Prepayment Offer with respect to such Note. To accept an Insurance Prepayment Offer, a holder shall cause a notice of its acceptance to be delivered to the Issuer not later than 20 days after the date of such written notice from the Issuer.

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(c)Prepayment.

(i)Disposal Prepayment Offer. Once accepted by a holder of a Note, a prepayment in respect of a Disposal Prepayment Offer (equal to such holder’s Ratable Portion of the relevant Disposal Proceeds) shall be due and payable on the Disposal Prepayment Date. Such offered prepayment shall be made at 100% of the principal amount of such Notes being so prepaid, plus the Make-Whole Amount determined for the Disposal Prepayment Date with respect to such principal amount, together with interest on such principal amount then being prepaid accrued to the Disposal Prepayment Date. On the Business Day preceding the Disposal Prepayment Date, the Issuer shall deliver to each holder of Notes being prepaid a statement showing the Make-Whole Amount due in connection with such prepayment and setting forth the details of the computation of such amount. The prepayment shall be made on the Disposal Prepayment Date.

(ii)Insurance Prepayment Offer. Once accepted by a holder of a Note, a prepayment in respect of an Insurance Prepayment Offer (equal to such holder’s Ratable Portion of the relevant Insurance Proceeds) shall be due and payable on the Insurance Prepayment Date. Such offered prepayment shall be made at 100% of the principal amount of such Notes being so prepaid, together with interest on such principal amount then being prepaid accrued to the Insurance Prepayment Date. The prepayment shall be made on the Insurance Prepayment Date.

(d)Other Terms. Each offer to prepay the Notes pursuant to this Section 8.8 shall be accompanied by a certificate, executed by a Senior Financial Officer of the Parent Guarantor and dated the date of such offer, specifying (i) the Disposal Prepayment Date or Insurance Prepayment Date, as applicable, (ii) the amount of the relevant Disposal Proceeds or Insurance Proceeds, (iii) that such offer is being made pursuant to this Section 8.8, (iv) the principal amount of each Note offered to be prepaid, (v) with respect to a prepayment pursuant to a Disposal Prepayment Offer, the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such certificate were the Disposal Prepayment Date), setting forth the details of such computation, (vi) the interest that would be due on each Note offered to be prepaid, accrued to the Disposal Prepayment Date or Insurance Prepayment Date, as applicable, and (vii) in reasonable detail, the nature of such Disposal or relevant insurance claim and certifying that no Default or Event of Default exists or would exist after giving effect to the prepayment contemplated by such offer. For the avoidance of doubt, any Disposal giving rise to an Event of Default under any provision of this Agreement shall not be deemed to be permitted, and such Event of Default shall not be deemed to be waived by any holder, by reason of any holder’s acceptance or rejection of a Disposal Prepayment Offer in respect of such Disposal or any payment in connection therewith.

(e)Intercreditor Deed. Any payments under this Section 8.8 shall be made subject to and in accordance with the provisions of the Intercreditor Deed.

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9.COVENANTS.

Each Obligor covenants that, at all times on and after the date of this Agreement until no Notes are outstanding:

9.1.Financial Covenants.

(a)Financial Condition.

(i)Debt Service Cover. The Parent Guarantor shall ensure that Debt Service Cover in respect of any Relevant Period specified in column 1 below shall not be less than the ratio set out in column 2 below opposite that Relevant Period:

Column 1	Column 2
Relevant Period	Ratio
Relevant Period ending September 30, 2011	1.25:1
Relevant Period ending December 31, 2011	1.25:1
Thereafter each Relevant Period ending on a Quarter Date	1.50:1

(ii)Cash Service Cover. The Parent Guarantor shall ensure that Cash Service Cover in respect of any Relevant Period shall not be less than 1.20:1.

(iii)Interest Cover. The Parent Guarantor shall ensure that Interest Cover in respect of any Relevant Period shall not be less than 4.0:1.

(iv)Leverage. The Parent Guarantor shall ensure that Leverage in respect of any Relevant Period shall not exceed 3.0:1.

(b)Financial testing.

(i)The financial covenants set out in Section 9.1(a) shall be calculated in accordance with the Accounting Principles and tested by reference to:

(A)the Annual Financial Statements; and

(B)the Quarterly Financial Statements for the Relevant Period.

(ii)If in respect of any period there is a discrepancy between the information set out in the Quarterly Financial Statements for such period and that set out in the Annual Financial Statements for such period, the information in the Annual Financial Statements shall prevail.

(iii)In respect of any Relevant Period, the exchange rate used to calculate Total Net Debt shall be the Average Exchange Rate for that Relevant Period.

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(iv)Any breach of Section 9.1(a)(ii) (Cash Service Cover) shall not be a Default or an Event of Default. If a breach of Section 9.1(a)(ii) (Cash Service Cover) occurs, the Parent Guarantor shall (and shall procure that each member of the Group shall (if the Required Holders so request)) attend a meeting with the holders to discuss and explain the causes of such breach and shall provide such further information as the holders may require.

9.2.Authorizations.

Each Obligor shall promptly:

(a)obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b)supply certified copies to the holders of,

any Authorization required under any law or regulation of a Relevant Jurisdiction to:

(i)enable it to perform its obligations under the Note Documents;

(ii)ensure the legality, validity, enforceability or admissibility in evidence of any Note Document; and

(iii)carry on its business where failure to do so has or is reasonably likely to have a Material Adverse Effect.

9.3.Compliance with Laws.

Each Obligor shall (and the Parent Guarantor shall ensure that each member of the Group will) comply in all respects with all laws to which it may be subject, if failure so to comply has or is reasonably likely to have a Material Adverse Effect.

9.4.Environmental Compliance.

Each Obligor shall (and the Parent Guarantor shall ensure that each member of the Group will):

(a)comply with all Environmental Law;

(b)obtain, maintain and ensure compliance with all requisite Environmental Permits; and

(c)implement procedures to monitor compliance with and to prevent liability under any Environmental Law,

where failure to do so has or is reasonably likely to have a Material Adverse Effect.

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9.5.Environmental Claims.

Each Obligor shall (and the Parent Guarantor shall ensure that each member of the Group will) promptly upon becoming aware of the same, inform the holders in writing of:

(a)any Environmental Claim against any member of the Group which is current, pending or threatened; and

(b)any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any member of the Group,

where the claim, if determined against that member of the Group, has or is reasonably likely to have a Material Adverse Effect.

9.6.Taxation.

(a)Each Obligor shall pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:

(i)such payment is being contested in good faith;

(ii)adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements delivered to the holders under Section 7.1(a) or 7.1(b); and

(iii)such payment can be lawfully withheld and failure to pay those Taxes does not have or is not reasonably likely to have a Material Adverse Effect.

(b)No Obligor may change its residence for Tax purposes.

9.7.Merger.

No Obligor shall enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction without the prior written consent of the Required Holders (such consent not to be unreasonably withheld or delayed).

9.8.Change of Business.

The Parent Guarantor shall procure that no substantial change is made to the general nature of the business of the Parent Guarantor, the Obligors or the Group taken as a whole from that carried on by the Group at the date of this Agreement.

9.9.Acquisitions.

(a)No Obligor shall (and the Parent Guarantor shall ensure that no other member of the Group will):

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(i)acquire a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them); or

(ii)incorporate a company.

(b)Section 9.9(a) does not apply to an acquisition of a company, of shares, securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company which is a Permitted Acquisition.

9.10.Joint Ventures.

No Obligor shall (and the Parent Guarantor shall ensure that no member of the Group will):

(a)enter into, invest in or acquire (or agree to acquire) any shares, stocks, securities or other interest in any Joint Venture; or

(b)transfer any assets or lend to or guarantee or give an indemnity for or give Security for the obligations of a Joint Venture or maintain the solvency of or provide working capital to any Joint Venture (or agree to do any of the foregoing).

Sections 9.10(a) and 9.10(b) above do not apply to any Joint Venture with is a Permitted Joint Venture.

9.11.Preservation of Assets.

Each Obligor shall maintain in good working order and condition (ordinary wear and tear excepted) all of its assets necessary in the conduct of its business.

9.12.Pari Passu Ranking.

(a)Each Obligor shall ensure that at all times its payment obligations under the Note Documents will rank at least pari passu, without preference or priority, with its payment obligations under the Bank Facilities Agreement and the other Bank Documents and any Permitted Refinancing Agreement and any other Permitted Refinancing Documents.

(b)Each Obligor shall (and the Parent Guarantor shall ensure that each member of the Group will) ensure that at all times any unsecured and unsubordinated claims of a holder against it under the Note Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

9.13.Negative Pledge.

In this Agreement, “Quasi-Security” means an arrangement or transaction described in Section 9.13(b).

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(a)No Obligor shall (and the Parent Guarantor shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.

(b)No Obligor shall (and the Parent Guarantor shall ensure that no other member of the Group will):

(i)sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;

(ii)sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii)enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv)enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c)Section 9.13(a) and 9.13(b) do not apply to any Security or (as the case may be) Quasi-Security, which is Permitted Security.

9.14.Disposals.

(a)No Obligor shall (and the Parent Guarantor shall ensure that no member of the Group will) enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.

(b)Section 9.14(a) above does not apply to any sale, lease, transfer or other disposal which is:

(i)a Permitted Disposal; or

(ii)a Permitted Transaction.

9.15.Arm’s Length Basis.

(a)No Obligor shall (and the Parent Guarantor shall ensure no member of the Group will) enter into any transaction with any Person except on arm’s length terms and for full market value.

(b)Section 9.15(a) does not apply to:

(i)intra-Group loans permitted under Section 9.16;

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(ii)fees, costs and expenses payable under the Note Documents or under the Bank Documents in the amounts set out in the Bank Documents delivered to the Purchasers under Section 4 or agreed by the Required Holders;

(iii)any Permitted Transaction; or

(iv)the sale and/or licensing by Revere Graphics Worldwide of certain Intellectual Property for a nominal amount to a third party as approved by the U.S. Federal Trade Commission as set out in the Disclosure Documents.

9.16.Loans or Credit.

(a)No Obligor shall (and the Parent Guarantor shall ensure that no member of the Group will) be a creditor in respect of any Financial Indebtedness.

(b)Section 9.16(a) does not apply to a Permitted Loan.

9.17.No Guarantees or Indemnities.

(a)No Obligor shall (and the Parent Guarantor shall ensure no member of the Group will) incur or allow to remain outstanding any guarantee in respect of any obligation of any Person.

(b)Section 9.17(a) does not apply to a Permitted Guarantee.

9.18.Dividends and Share Redemption.

(a)Except as permitted under the Intercreditor Deed, the Parent Guarantor shall not (and the Parent Guarantor shall ensure that no member of the Group will):

(i)declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);

(ii)repay or distribute any dividend or share premium reserve;

(iii)pay or allow any member of the Group to pay any management, advisory or other fee to or to the order of any of the shareholders of the Parent Guarantor; or

(iv)redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so.

(b)Section 9.18(a) does not apply to a Permitted Distribution.

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9.19.Bank Facilities Agreement.

Except as permitted under the Intercreditor Deed, the Parent Guarantor shall not (and will ensure that no other member of the Group will):

(a)repay or prepay any principal amount (or capitalized interest) outstanding under the Bank Facilities Agreement or any Permitted Refinancing Agreement; or

(b)pay any interest, fee or charge accrued or due under the Bank Documents or any Permitted Refinancing Documents.

9.20.Financial Indebtedness.

(a)No Obligor shall (and the Parent Guarantor shall ensure that no member of the Group will) incur or allow to remain outstanding any Financial Indebtedness.

(b)Clause 9.20(a) does not apply to Permitted Financial Indebtedness.

9.21.Share Capital.

(a)No Obligor shall (and the Parent Guarantor shall ensure no member of the Group will) issue any shares.

(b)Section 9.21(a) does not apply to a Permitted Share Issue.

9.22.Insurance.

(a)Each Obligor shall effect and maintain, in a form and amount such insurance on and in respect of its business and its assets as a prudent company carrying on the same or substantially similar business as such Obligor would effect.

(b)The Parent Guarantor shall within 10 Business Days of each anniversary of the date of this Agreement provide to the Security Trustee either:

(i)copies of each insurance policy in which that Obligor has an interest; or

(ii)a letter from an insurance broker confirming the requirements of Section 9.22(a) are being compiled with.

9.23.Pensions.

(a)The Parent Guarantor shall ensure that all pension schemes operated by or maintained for the benefit of members of the Group and/or any of its employees are funded in accordance with the statutory funding objective under sections 221 and 222 of the Pensions Act 2004 and that no action or omission is taken by any member of the Group in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including, without limitation, the termination or commencement

38

of winding-up proceedings of any such pension scheme or any member of the Group ceasing to employ any member of such a pension scheme).

(b)Except for the Defined Benefit Schemes, the Parent Guarantor shall ensure that no member of the Group is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or connected with or an associate of (as those terms are used in sections 38 or 43 of the Pensions Act 2004) such an employer.

(c)If requested by any holder, the Parent Guarantor shall deliver to such holder at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the Parent Guarantor), the actuarial reports in relation to all pension schemes mentioned in Section 9.23(a).

(d)The Parent Guarantor shall promptly notify the holders of any material change in the rate of contributions to any pension schemes mentioned in Section 9.23(a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise).

(e)Each Obligor shall as soon as it becomes aware of it immediately notify the holders of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to any member of the Group.

(f)Each Obligor shall immediately notify the holders if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.

9.24.Intellectual Property.

Each Obligor shall:

(a)preserve and maintain the subsistence and validity of the Intellectual Property necessary for the business of the relevant Obligor;

(b)use reasonable endeavors to prevent any infringement in any material respect of the Intellectual Property;

(c)make registrations and pay all registration fees and Taxes necessary to maintain the Intellectual Property that the relevant Obligor is required to maintain under Section 9.24(a) above in full force and effect and record its interest in that Intellectual Property;

(d)not use or permit the Intellectual Property to be used in a way or take any step or omit to take any step in respect of that Intellectual Property which may materially and adversely affect the existence or value of the Intellectual Property or imperil the right of any Obligor to use such property; and

39

(e)not discontinue the use of the Intellectual Property,

where failure to do so, in the case of Sections 9.24(a) and 9.24(b) or, in the case of Sections 9.24(d) and 9.24(e), such use, permission to use, omission or discontinuation is reasonably likely to have a Material Adverse Effect.

9.25.Transaction Documents.

(a)No Obligor shall amend, vary, novate, supplement, supersede, waive or terminate any term of a Transaction Document or any other document delivered to the Purchasers pursuant to Section 4 or enter into any agreement with any shareholders of the Parent Guarantor or any of their Affiliates which is not a member of the Group except in writing:

(i)in accordance with the provisions of Section 18.1;

(ii)to the extent that that amendment, variation, novation, supplement, superseding, waiver or termination is permitted by the Intercreditor Deed;

(iii)prior to or on the date of Closing, with the prior written consent of the Purchasers;

(iv)after the date of Closing in respect of the Bank Documents, in a way which:

(A)could not be reasonably expected materially and adversely to affect the interests of the holders; and

(B)would not change the date, amount or method of payment of interest or principal payable under the Bank Facilities Agreement; or

(v)in respect of any Permitted Refinancing Documents, in a way which:

(A)could not be reasonably expected materially and adversely to affect the interests of the holders; and

(B)would not change the date, amount or method of payment of interest or principal payable under any Permitted Refinancing Agreement.

(b)The Issuer shall promptly supply to the holders a copy of any document relating to any of the matters referred to in Sections 9.25(a)(i) to 9.25(a)(v), inclusive, above.

(c)Each Obligor shall (and the Parent Guarantor shall ensure that each member of the Group will) comply with the material terms of all Transaction Documents to which it is party.

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9.26.Financial Assistance.

Any Obligor which is incorporated in any jurisdiction other than England and Wales shall comply with any law or regulation on financial assistance or its equivalent in that jurisdiction.

9.27.Group Bank Accounts.

Each Obligor shall ensure that, within three months of the date of Closing all its bank accounts in the United Kingdom or the United States of America (other than Excluded Deposit Accounts) shall be opened and maintained with a Finance Party (as defined in the Bank Facilities Agreement) or any lender party to any Permitted Refinancing Agreement or an Affiliate thereof and are subject to valid Security under the Transaction Security Documents.

9.28.Treasury Transactions.

No Obligor shall (and the Parent Guarantor will ensure that no member of the Group will) enter into any Treasury Transaction, other than:

(a)the hedging transactions contemplated by the Hedging Letter (as defined in the Bank Facilities Agreement as in effect on the date hereof) and documented by the Hedging Agreement (as defined in the Bank Facilities Agreement as in effect on the date hereof);

(b)spot and forward delivery foreign exchange contracts entered into in the ordinary course of business and not for speculative purposes; and

(c)any Treasury Transaction entered into for the hedging of actual or projected real exposures arising in the ordinary course of trading activities of a member of the Group and not for speculative purposes.

9.29.Auditors.

The Parent Guarantor shall ensure that the auditors of each member of the Group are Auditors.

9.30.Further Assurance.

(a)Each Obligor shall (and the Parent Guarantor shall ensure that each member of the Group will) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Security Trustee may reasonably specify (and in such form as the Security Trustee may reasonably require) in favor of the Security Trustee or its nominee(s):

(i)to create, perfect, protect and maintain the Security created or intended to be created under or evidenced by the Transaction Security Documents (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Transaction Security) or for the exercise of any rights, powers and remedies

41

of the Security Trustee or the holders provided by or pursuant to the Note Documents or by law;

(ii)to confer on the Security Trustee or confer on the holders Security over any property and assets of that Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Transaction Security Documents; and/or

(iii)(if an Event of Default is continuing) to facilitate the realization of the assets which are, or are intended to be, the subject of the Transaction Security.

(b)Each Obligor shall (and the Parent Guarantor shall ensure each member of the Group will) take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Trustee or the holders by or pursuant to the Note Documents.

(c)The Obligors shall, promptly upon the request of the Security Trustee or the Required Holders, file or record, as applicable, all termination statements and lien releases and take such other actions as may be necessary to discharge all mortgages, deeds of trust and security interests granted by members of the Group in respect of (i) the ABL Facility (following repayment of the ABL Facility as contemplated hereunder) and (ii) any other security over assets of any Obligor other than Permitted Security (excluding Permitted Security identified in paragraph (h) of the definition of such term).

9.31.Guarantors.

(a)The Parent Guarantor and the Issuer shall ensure that at all times after the date of this Agreement the aggregate:

(i)earnings before interest, tax and amortization (calculated on the same basis as EBITA) of the Obligors (calculated on an unconsolidated basis and excluding all unrealized intra-Group profits of any member of the Group) exceeds 80% of EBITA of the Group; and

(ii)gross assets of the Obligors (calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) exceeds 80% of the consolidated gross assets of the Group.

Notwithstanding the foregoing, the Parent Guarantor and the Issuer need only perform their obligations under this Section 9.31(a) if it is not unlawful for the relevant Person to become a Subsidiary Guarantor and that Person becoming a Subsidiary Guarantor would not result in personal liability for that Person’s directors or other management. Each Obligor must use, and must procure that the relevant Person uses, all reasonable endeavors lawfully available to avoid any such unlawfulness or personal liability. This includes agreeing to a limit on the amount guaranteed. The holders may (but shall not be obliged to) agree to such a limit if, in their opinion, to do so would avoid the relevant unlawfulness or personal liability.

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(b)The Parent Guarantor and the Issuer shall ensure that each Material Company (other than the Issuer, the French Subsidiary and the Czech Subsidiary) is a Subsidiary Guarantor.

(c)The Parent Guarantor and the Issuer shall ensure that each Subsidiary (other than the Issuer) that at any time becomes obligated as a borrower or a guarantor under or with respect to any Principal Lending Facility is a Subsidiary Guarantor.

(d)The Parent Guarantor and the Issuer shall, at their sole cost and expense, cause each Subsidiary that, after the date of this Agreement, becomes a Subsidiary Guarantor to concurrently therewith deliver to each of the holders of the Notes the following items:

(i)an executed Joinder Agreement;

(ii)(A) in the case of any Subsidiary that is incorporated or formed under the laws of England and Wales, an executed English Guarantee Agreement and (B) in the case of any Subsidiary that is incorporated or formed under the laws of any jurisdiction outside the United States of America and England and Wales, an executed guarantee agreement in form and substance reasonably satisfactory to the Required Holders;

(iii)any security documents which are required by the Required Holders executed by such Subsidiary in form and substance reasonably satisfactory to the Required Holders;

(iv)evidence in form and substance reasonably satisfactory to the Required Holders that such Subsidiary has become party to the Intercreditor Deed as a “Debtor” in accordance with the terms thereof:

(v)such documents and evidence with respect to such Subsidiary as the Required Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by the Note Documents being executed by such Subsidiary;

(vi)an opinion of counsel to such Subsidiary in form and substance reasonably satisfactory to the Required Holders to the effect that (w) the Note Documents being executed by such Subsidiary have been duly authorized, executed and delivered by such Subsidiary, (x) the Note Documents being executed by such Subsidiary constitute the legal, valid and binding contracts and agreements of such Subsidiary, enforceable in accordance with their terms (except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles), (y) the execution, delivery and performance by such Subsidiary of the Note Documents being executed by such Subsidiary do not (A) violate any law, rule or regulation applicable to such Subsidiary, or (B) (1) conflict with or result in any breach of any of the provisions of or constitute a default under or result in the

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creation or imposition of any Security not permitted by this Agreement or (2) conflict with or result in any breach of any of the provisions of or constitute a default under the provisions of the constitutive documents of such Subsidiary, and (z) any Security being granted by such Subsidiary to the holders of Notes constitutes a valid, attached and perfected Security in favor of the holders; and

(vii)such Subsidiary’s most recent annual financial statements in the form specified in Section 7.1(b).

(e)If at any time, any Subsidiary Guarantor:

(i)is not required to be a Guarantor pursuant to Sections 9.31(a) or 9.31(b),

(ii)is not a borrower under any Principal Lending Facility and, pursuant to the terms and conditions of each Principal Lending Facility, is discharged and released from any guarantee it shall have granted with respect to each such Principal Lending Facility, and

(iii)the Parent Guarantor shall have delivered to each holder of Notes an Officer’s Certificate of the Parent Guarantor certifying that (x) the conditions specified in clauses (i) and (ii) above have been satisfied and (y) immediately preceding the release of such Subsidiary Guarantor from its guarantee with respect to the Notes and after giving effect thereto, no Default or Event of Default will have existed or would exist,

then, upon receipt by the holders of Notes of such Officer’s Certificate, such Subsidiary Guarantor will be discharged and released, automatically and without the need for any further action, from its obligations under its Joinder Agreement, English Guarantee Agreement or other guarantee agreement (if applicable) with respect to the Notes; provided that, if in connection with any release of a Subsidiary Guarantor from its guarantee with respect to any Principal Lending Facility any fee or other consideration is paid or given to any Person in connection with such release, each holder of a Note shall receive equivalent consideration on a pro rata basis. Without limiting the foregoing, for purposes of further assurance, each of the holders agrees to provide to the Obligors, if reasonably requested by the Obligors and at the Issuer’s expense, written evidence of such discharge and release signed by such holder.

(f)Notwithstanding the foregoing, if pursuant to Sections 9.31(a), 9.31(b) or 9.31(c) the French Subsidiary and/or the Czech Subsidiary are required to become Subsidiary Guarantors, the requirements of Section 9.31(d) shall apply, provided, however, the French Subsidiary and the Czech Subsidiary shall not be required to provide Security unless the Required Holders request that Security be provided in accordance with the requirements set forth in Section 9.31(d) regarding security documents.

9.32.Anti-Terrorism Laws.

Each Obligor agrees to the extent applicable to each Obligor:

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(a)to comply and require its Affiliates to comply with all Anti-Terrorism Laws;

(b)to comply and require its Affiliates to comply with the OFAC Sanctions Regulations;

(c)not to take actions that would render it or any of its Affiliates to become subject to sanctions under CISADA;

(d)not to be listed and not to permit any of its Affiliates to be listed as a Designated Person or a Blocked Person, and not to violate any Anti-Terrorism Law or OFAC Sanctions Regulation;

(e)notwithstanding its obligations under Section 9.32(d), immediately to notify the holders if it obtains knowledge that it or any of its Affiliates has become or been listed as a Designated Person or a Blocked Person or has been charged with or has engaged in any violation of any Anti-Terrorism Law or the OFAC Sanctions Regulations;

(f)to exclude any funds derived from any Designated Person or Blocked Person or from any Person involved in the violation of any Anti-Terrorism Law or OFAC Sanctions Regulation from being used to pay debt service or any other amounts owing under the Note Documents;

(g)except for transfers of stock of any publicly traded Obligor or Affiliate effected on a stock exchange, not to transfer or permit the transfer of any legal or beneficial ownership interest of any kind in such Obligor or any Affiliate of such Obligor to a Designated Person, Blocked Person or any Person or entity that such Obligor has to its best knowledge (based upon reasonable inquiry by such Obligor) been involved in the violation of any Anti-Terrorism Law or OFAC Sanctions Regulation;

(h)not to acquire, directly or indirectly, ownership interest of any kind in any Designated Person, Blocked Person or any Person or entity that such Obligor has, to its best knowledge (based upon reasonable inquiry by such Obligor) been involved in the violation of any Anti-Terrorism Law or OFAC Sanctions Regulation, not to form any partnership or joint venture with any such Person and not to act, directly or indirectly, as the agent or representative of any such Person or engage in any other dealings or transactions with any such Person; and

(i)to indemnify the holders for any costs incurred by any of them as a result of any violation of an Anti-Terrorism Law or OFAC Sanctions Regulation by any Obligor or any Affiliate of any Obligor.

9.33.ERISA.

Each Obligor shall:

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(a)ensure that neither it nor any ERISA Affiliate engages in a complete or partial withdrawal, within the meaning of sections 4203 and 4205 of ERISA, from any Multiemployer Plan without the prior consent of the Required Holders;

(b)ensure that any material liability imposed on it or any ERISA Affiliate pursuant to Title IV of ERISA is paid and discharged when due;

(c)ensure that neither it nor any ERISA Affiliate adopts an amendment to an Employee Plan requiring the provision of Security under ERISA or the Internal Revenue Code without the prior consent of the Required Holders; and

(d)ensure that no Employee Plan is terminated under section 4041 of ERISA.

9.34.Margin Regulation.

(a)Each Obligor shall (and the Parent Guarantor shall ensure that each Obligor shall) use the proceeds of the Notes without violating Regulation T, U or X of the Board of Governors of the Federal Reserve System (12 CFR 220, 12 CFR 221 and 12 CFR 224, respectively) or any other applicable U.S. federal or state laws or regulations.

(b)If requested by any holder, each Obligor shall furnish to such holder a statement in conformity with the requirements of FR Form U-1 referred to in Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221).

9.35.U.S. Regulation.

Each Obligor shall ensure that it will not, by act or omission, become subject to any of the categories, laws or regulations described in Section 5.30(c).

9.36.Favored Lender Status.

(a)No Obligor shall, or shall permit any of its Subsidiaries to, at any time after the date of this Agreement enter into or amend or otherwise modify any Principal Lending Facility (including any amendment to the Bank Facilities Agreement) which would result in such Principal Lending Facility including any covenant or event of default (whether set forth as a covenant, undertaking, event of default, restriction or other such provision but, for the avoidance of doubt, excluding any term thereof relating to interest rates, applicable margins, fees or other “pricing” terms) that would be more beneficial to the holders of Notes than the provisions of this Agreement (any such covenant, a “More Favorable Provision”) unless the Obligors shall have delivered a Favored Lender Notice to each holder of a Note and the Required Holders have accepted (or have been deemed to accept) or rejected the offer contained in such Favored Lender Notice in accordance with this Section 9.36(a). If holders of Notes constituting the Required Holders do not notify the Issuer on or before the date that is fifteen days after each holder’s receipt of such Favored Lender Notice of their rejection of the offer contained therein, then the Required Holders shall be deemed to have accepted such offer and such More Favorable Provision shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, effective as

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of the date when such More Favorable Provision shall become effective under such Principal Lending Facility (any More Favorable Provision incorporated into this Agreement pursuant to this Section 9.36, an “Incorporated Provision”). Thereafter, upon the request of the Required Holders, the Obligors shall enter into any additional agreement or amendment to this Agreement reasonably requested by the Required Holders evidencing any of the foregoing.

(b)For the avoidance of doubt, each of the existing covenants and events of default in Section 9 and Section 10 as of the date of this Agreement shall remain in this Agreement regardless of whether any Incorporated Provisions are incorporated into this Agreement.

(c)For purposes of this Section 9.36, a “Favored Lender Notice” means, in respect of any More Favorable Provision, a written notice to each of the holders of Notes by a Senior Financial Officer of the Issuer or the Parent Guarantor which: (i) refers to this Section 9.36 and the rights of the holders of Notes hereunder, (ii) sets forth a reasonably detailed description of such More Favorable Covenant (including any defined terms used therein) and related explanatory calculations, as applicable, (iii) contains an offer to incorporate such More Favorable Provision into this Agreement, and (iv) requests such holder to notify the Issuer or the Parent Guarantor within fifteen days of such holder’s receipt of such Favored Lender Notice of its acceptance or rejection of such offer.

9.37.Year-end.

The Parent Guarantor shall procure that its Financial Year-end falls on December 31 and that each Financial Year-end of each other member of the Group falls on December 31 save where otherwise required by law in any Relevant Jurisdiction.

9.38.Compliance with Hedging Letter.

The Parent Guarantor shall ensure that all exchange rate and interest rate hedging arrangements required by the Hedging Letter are implemented in accordance with the terms of the Hedging Letter and that such arrangements are not terminated, varied or cancelled without the prior written consent of the Required Holders save as permitted by the terms of the Intercreditor Deed.

9.39.Replacement Agent for Service of Process.

In the event that the Issuer ceases to be a Group member or otherwise ceases to serve as the U.S. Obligors’ agent for the purpose of accepting service of process in the United States for and on their behalf, each Non-U.S. Obligor shall, within thirty (30) days, appoint a replacement agent for such purpose from the date of such appointment to the date that is one calendar year after the latest maturity date of any Note as stated therein, which replacement agent shall be reasonably satisfactory to the holders of Notes.

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9.40.Conditions Subsequent.

(a)Each U.S. Obligor shall submit the required notification and documentation to close all its bank accounts in England and Wales on or prior to the date falling three (3) Business Days after the date of the Closing.

(b)On or before the date 60 days after the date of the Closing, the Obligors shall provide evidence to the holders of Notes that the Security in respect of the ABL Facility has been released and all necessary forms MG02 have been filed at Companies House.

(c)The Parent Guarantor shall procure that each of LGL 1996 Limited and Biggleswick Limited are liquidated in accordance with clause (b) of the definition of Permitted Transaction before the first anniversary of the date hereof.

10.EVENTS OF DEFAULT.

An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing:

(a)Non-payment. An Obligor does not pay on the due date any amount payable pursuant to a Note Document at the place and in the currency in which it is expressed to be payable unless:

(i)its failure to pay is caused by:

(A)an administrative or technical error; or

(B)a Disruption Event; and

(ii)payment is made within 3 Business Days of its due date.

(b)Financial Covenants and Other Obligations.

(i)Any requirement of Section 9.1 (other than Section 9.1(a)(ii)) is not satisfied.

(ii)An Obligor does not comply with any Material Provision.

(iii)An Obligor does not comply with any provision of any Transaction Security Document.

(c)Other Obligations.

(i)An Obligor does not comply with any provision of the Note Documents (other than those referred to in Sections 10(a), 10(b) and 9.1(a)(ii)).

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(ii)No Event of Default under Sections 10(c)(i) will occur if the failure to comply is capable of remedy and is remedied within 15 Business Days of the earlier of:

(A)any holder giving notice to the Issuer or relevant Obligor; and

(B)the Issuer or the relevant Obligor becoming aware of the failure to comply.

(d)Misrepresentation.

(i)Any representation or statement made or deemed to be made by an Obligor in the Note Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Note Document is or proves to have been incorrect or misleading when made or deemed to be made.

(ii)No Event of Default under Section 10(d)(i) will occur if:

(A)the event or circumstance causing the representation or statement to be incorrect or misleading is capable of remedy; and

(B)such Obligor shall have remedied such event or circumstance within ten Business Days after the earlier of:

(1)the relevant Obligor becoming aware of such incorrect or misleading representation or statement; and

(2)receipt by the relevant Obligor of written notice from any holder to such Obligor requiring the event or circumstance to be remedied.

(e)Cross Default.

(i)Any Financial Indebtedness of any member of the Group is not paid when due nor within any originally applicable grace period.

(ii)Any Financial Indebtedness of any member of the Group (A) is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described), or (B) is otherwise required to be repurchased prior to its specified maturity as a result of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Financial Indebtedness to convert such Financial Indebtedness into equity interests), provided, that this clause (B) shall not apply with respect to any event constituting a Change of Control which is covered by Section 8.7 or any offer of repayment of the type set forth in Section 8.8.

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(iii)Any commitment for any Financial Indebtedness of any member of the Group is cancelled or suspended by a creditor of any member of the Group as a result of an event of default (however described).

(iv)Any creditor of any member of the Group becomes entitled to declare any Financial Indebtedness of any member of the Group due and payable prior to its specified maturity as a result of an event of default (however described).

(v)No Event of Default will occur under this Section 10(e) if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within Section 10(e)(i) to 10(e)(iv) (inclusive) is less than £2,500,000 (or its equivalent in any other currency or currencies).

(f)Insolvency.

(i)A member of the Group is unable or admits inability to pay its debts as they fall due, suspends or threatens to suspend making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

(ii)A moratorium is declared in respect of any indebtedness of any member of the Group. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.

(g)Insolvency Proceedings.

(i)Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(A)the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) of any member of the Group;

(B)a composition, compromise, assignment or arrangement with any creditor of any member of the Group other than as permitted under paragraph (b) of the definition of “Permitted Transaction”;

(C)the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any member of the Group or any of its assets; or

(D)enforcement of any Security over any assets of any member of the Group,

or any analogous procedure or step is taken in any jurisdiction.

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(ii)Any of the following occurs in respect of a U.S. Obligor:

(A)it makes a general assignment for the benefit of creditors;

(B)it commences a voluntary case or proceeding under any U.S. Bankruptcy Law;

(C)an involuntary proceeding under any U.S. Bankruptcy Law is commenced against it and is not challenged by appropriate means within thirty (30) days and is not dismissed or stayed within ninety (90) days after commencement of such case; or

(D)a custodian, conservator, receiver, liquidator, assignee, trustee, sequestrator or other similar official is appointed under any U.S. Bankruptcy Law for, or takes charge of, all or a substantial part of the property of a U.S. Obligor.

(iii)Section 10(g) shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement.

(h)Creditors’ Process. Any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any asset or assets of a member of the Group having an aggregate value of £1,500,000 (or its equivalent in any currency) and is not discharged within 21 days of the commencement of such process.

(i)Unlawfulness and Invalidity.

(i)It is or becomes unlawful for an Obligor, or any other member of the Group that is a party to the Intercreditor Deed, to perform any of its obligations under the Note Documents or any Transaction Security created or expressed to be created or evidenced by the Transaction Security Documents ceases to be effective or any subordination created under the Intercreditor Deed is or becomes unlawful.

(ii)Any obligation or obligations of any Obligor under any Note Document or any obligation or obligations of any other member of the Group under the Intercreditor Deed are not (subject to the Legal Reservations) or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the holders of Notes under the Note Documents.

(iii)Any Note Document ceases to be in full force and effect or any Transaction Security, or any subordination created under the Intercreditor Deed, ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than a holder or the Security Trustee) to be ineffective.

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(j)Intercreditor Deed.

(i)Any party to the Intercreditor Deed (other than a holder or an Obligor) fails to comply with the provisions of, or does not perform its obligations under, the Intercreditor Deed; or

(ii)a representation or warranty given by that party in the Intercreditor Deed is incorrect in any material respect,

and, if the non-compliance or circumstances giving rise to the misrepresentation or breach of warranty are capable of remedy, it is not remedied within 10 Business Days of the earlier of any holder giving notice to that party or that party becoming aware of the non-compliance, misrepresentation or breach of warranty.

(k)Cessation of Business. Any member of the Group suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business where such suspension or cessation is reasonably likely to have a Material Adverse Effect.

(1)Change of Ownership. After the date of the Closing, an Obligor (other than the Parent Guarantor) ceases to be a wholly-owned Subsidiary of the Parent Guarantor.

(m)Audit Qualification. The Auditors of the Group qualify the Annual Financial Statements of the Parent Guarantor in an adverse manner which the Required Holders (acting reasonably) consider material.

(n)Expropriation. The authority or ability of any Obligor to conduct its business is materially limited or wholly or substantially curtailed by any seizure, expropriation, nationalization, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other Person in relation to any Obligor or any of its assets.

(o)Repudiation and Rescission of Agreements.

(i)An Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Note Document or any of the Transaction Security or evidences an intention to rescind or repudiate a Note Document or any Transaction Security.

(ii)Any party to the Intercreditor Deed rescinds or purports to rescind or repudiates or purports to repudiate any of those agreements or instruments in whole or in part where to do so has or is, in the reasonable opinion of the Required Holders, likely to have a material adverse effect on the interests of the holders under the Note Documents.

(p)Litigation.  Any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced or threatened

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in relation to the Transaction Documents or the transactions contemplated in the Transaction Documents or against any member of the Group or its assets which results in a liability to such member of the Group (whether actual or contingent) in an aggregate amount in excess of £5,000,000 (excluding any proceedings in respect of which (a) the insurers of the Group have confirmed in writing to the holders that the liability is fully covered by insurance and (b) such insurers are not disputing liability) (or its equivalent in any currency) and where a grace period is provided for that liability is not discharged in full within any required period set out in the relevant judgment, settlement or agreement.

(q)Pensions. The Pensions Regulator issues a Financial Support Direction or a Contribution Notice to any member of the Group unless the aggregate liability of the Obligors in each Financial Year under all Financial Support Directions and Contributions Notices is less than the greater of:

(i)£5,000,000 (or its equivalent in any currency); and

(ii)10% of the Group’s EBITDA (by reference to the latest audited Annual Financial Statements delivered to the holders pursuant to Section 7.1(b)).

(r)Material Adverse Change. Any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect.

(s)ERISA. Any ERISA Event or event set forth in (i) through (iii), inclusive, below occurs that has or could reasonably be expected to have, a Material Adverse Effect:

(i)any Obligor or ERISA Affiliate incurs or is likely to incur a liability to or on account of a Multiemployer Plan as a result of a violation of section 515 of ERISA or under section 4201, 4204 or 4212(c) of ERISA;

(ii)with respect to each Employee Plan subject to Title IV of ERISA, such plan’s funded ratio (defined for this purpose as the actuarial value of the assets of such plan divided by the present value of all benefits accrued or earned with respect to such plan) is less than (A) 76 per cent as of January 1, 2011 and (B) 80 per cent on the first day of any year thereafter. The calculation of such ratio shall be computed using the actuarial value, assumptions and methods used by the actuary to the Employee Plan in its most recent valuation of such plan;

(iii)any Obligor or ERISA Affiliate incurs or is likely to incur a liability to or on account of an Employee Plan under section 409, 502(i) or 502(1) of ERISA or section 401 or 4971 of the Internal Revenue Code.

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11.REMEDIES ON DEFAULT, ETC.

11.1.Acceleration.

(a)If an Event of Default with respect to any Obligor described in Section 10 (f), (g) or (h) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.

(b)If any other Event of Default has occurred and is continuing, the Required Holders may at any time at their option, by notice or notices to the Issuer, declare all the Notes then outstanding to be immediately due and payable.

(c)If any Event of Default described in Section 10(a) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Issuer, declare all the Notes held by it or them to be immediately due and payable.

Upon any Notes becoming due and payable under this Section 11.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, without limitation, interest accrued thereon at the Default Rate) and (y) with respect to an acceleration under Section 11.1(a) or (b), the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. Each Obligor acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Issuer (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Issuer in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

11.2.Other Remedies.

If any Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 11.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

11.3.Rescission.

At any time after any Notes have been declared due and payable pursuant to Section 11.1(b) or (c), the Required Holders, by written notice to the Issuer, may rescind and annul any such declaration and its consequences if (a) the Issuer has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue

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principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Issuer nor any other Person shall have paid any amounts that have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 18, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 11.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

11.4.No Waivers or Election of Remedies, Expenses, etc.

No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Issuer under Section 16, the Issuer will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 11, including, without limitation, reasonable attorneys’ fees, expenses and disbursements and any Registration Duty.

12.TAX INDEMNIFICATION.

All payments whatsoever under the Note Documents will be made by the relevant Obligor in lawful currency of the United States of America free and clear of, and without liability for withholding or deduction for or on account of, any present or future Taxes of whatever nature imposed or levied by or on behalf of any jurisdiction other than the United States (or any political subdivision or taxing authority of or in such jurisdiction) (hereinafter a “Taxing Jurisdiction”), unless the withholding or deduction of such Tax is compelled by law.

If any deduction or withholding for any Tax of a Taxing Jurisdiction shall at any time be required in respect of any amounts to be paid by an Obligor under a Note Document, the relevant Obligor will pay to the relevant Taxing Jurisdiction the full amount required to be withheld, deducted or otherwise paid before penalties attach thereto or interest accrues thereon and pay to each holder of a Note such additional amounts as may be necessary in order that the net amounts paid to such holder pursuant to the terms of such Note Document after such deduction, withholding or payment (including, without limitation, any required deduction or withholding of Tax on or with respect to such additional amount), shall be not less than the amounts then due and payable to such holder under the terms of such Note Document before the assessment of such Tax, provided that no payment of any additional amounts shall be required to be made for or on account of:

(a)any Tax that would not have been imposed but for the existence of any present or former connection between such holder (or a fiduciary, settlor, beneficiary, member of, shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation or any Person other than the holder to whom the Notes or any amount payable thereon or in connection therewith is attributable for the

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purposes of such Tax) and the Taxing Jurisdiction, other than the mere holding of the relevant Note or the receipt of payments thereunder or in respect thereof, including, without limitation, such holder (or such other Person described in the above parenthetical) being or having been a citizen or resident thereof, or being or having been present or engaged in trade or business therein or having or having had an establishment, office, fixed base or branch therein, provided that this exclusion shall not apply with respect to a Tax that would not have been imposed but for the relevant Obligor, after the date of this Agreement, opening an office in, moving an office to, reincorporating in, or changing the Taxing Jurisdiction from or through which payments on account of any Note Document are made to, the Taxing Jurisdiction imposing the relevant Tax;

(b)any Tax that would not have been imposed but for the delay or failure by such holder (following a written request by the relevant Obligor) in the filing with the relevant Taxing Jurisdiction of Forms (as defined below) that are required to be filed by such holder to avoid or reduce such Taxes (including for such purpose any refilings or renewals of filings that may from time to time be required by the relevant Taxing Jurisdiction), provided that the filing of such Forms would not (in such holder’s reasonable judgment) impose any unreasonable burden (in time, resources or otherwise) on such holder or result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person and such delay or failure could have been lawfully avoided by such holder, and provided further that such holder shall be deemed to have satisfied the requirements of this clause (b) upon the good faith completion and submission of such Forms (including refilings or renewals of filings) as may be specified in a written request of the relevant Obligor no later than 60 days after receipt by such holder of such written request (accompanied by copies of such Forms and related instructions, if any, all in the English language or with an English translation thereof); or

(c)any combination of clauses (a) and (b) above;

and provided further that in no event shall an Obligor be obligated to pay such additional amounts to any holder of a Note (i) not resident in the United States of America or any other jurisdiction in which an original Purchaser is resident for tax purposes on the date of the Closing in excess of the amounts that such Obligor would be obligated to pay if such holder had been a resident of the United States of America or such other jurisdiction, as applicable, for purposes of, and eligible for the benefits of, any double taxation treaty from time to time in effect between the United States of America or such other jurisdiction and the relevant Taxing Jurisdiction or (ii) to any holder of a Note registered in the name of a nominee if under the law of the relevant Taxing Jurisdiction (or the current regulatory interpretation of such law) securities held in the name of a nominee do not qualify for an exemption from the relevant Tax and such Obligor shall have given timely notice of such law or interpretation to such holder.

By acceptance of any Note, the holder of such Note agrees, subject to the limitations of clause (b) above, that it will from time to time with reasonable promptness (x) duly complete and deliver to or as reasonably directed by an Obligor all such forms, certificates, documents and returns provided to such holder by such Obligor (collectively, together with instructions for completing the same, “Forms”) required to be filed by or on behalf of such holder in order to

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avoid or reduce any such Tax pursuant to the provisions of an applicable statute, regulation or administrative practice of the relevant Taxing Jurisdiction or of a tax treaty between the United States and such Taxing Jurisdiction and (y) provide such Obligor with such information with respect to such holder as such Obligor may reasonably request in order to complete any such Forms, provided that nothing in this Section 12 shall require any holder to provide information with respect to any such Form or otherwise if in the opinion of such holder such Form or disclosure of information would involve the disclosure of tax return or other information that is confidential or proprietary to such holder, and provided further that each such holder shall be deemed to have complied with its obligation under this paragraph with respect to any Form if such Form shall have been duly completed and delivered by such holder to such Obligor or mailed to the appropriate taxing authority (which in the case of a United Kingdom HMRC Form US/Company 2002 or any similar Form shall be deemed to occur when such Form is submitted to the United States Internal Revenue Service in accordance with instructions contained in such Form), whichever is applicable, within 60 days following a written request of such Obligor (which request shall be accompanied by copies of such Form and English translations of any such Form not in the English language) and, in the case of a transfer of any Note, at least 90 days prior to the relevant interest payment date.

Any Purchaser or other holder of a Note who is a UK Treaty Holder and who holds a UK Treaty Passport, and who wishes to apply its UK Treaty Passport to this Agreement, shall irrevocably include an indication to that effect by including its scheme reference number and its jurisdiction of tax residence in Schedule A (or, in the case of any transferee of a Note, in the information provided to the Issuer pursuant to Section 14.2). Where a Purchaser of a Note has included such an indication in Schedule A or in the information provided to the Issuer pursuant to Section 14.2, the Issuer shall file a duly completed form DTTP2 in respect of such Purchaser or holder with HMRC within 30 days of the date of the Closing (or, in the case of any transferee of a Note, within 30 days of completion of the transfer thereof). The Issuer shall provide such Purchaser or holder with a copy of that filing and shall notify such Purchaser or holder if the filing has not been made within the aforementioned period or if the Issuer becomes aware that HMRC has decided not to apply the UK Treaty Passport Scheme to this Agreement or any Note in respect of that Purchaser or holder. For the avoidance of doubt, any Purchaser or other holder of a Note who is a UK Treaty Holder holding a UK Treaty Passport which can be used by such UK Treaty Holder in respect of this Agreement, and who has given the Issuer an indication or notification in accordance with the foregoing, shall not be required to file any other Form seeking relief in respect of UK Tax pursuant to the applicable double taxation agreement unless and until it has received any notification by the Issuer in accordance with this paragraph (and then only in accordance with this Section 12).

If any payment is made by an Obligor to or for the account of the holder of any Note after deduction for or on account of any Taxes, and increased payments are made by such Obligor pursuant to this Section 12, then, if such holder at its sole discretion determines that it has received or been granted a refund of such Taxes, such holder shall, to the extent that it can do so without prejudice to the retention of the amount of such refund, reimburse to such Obligor such amount as such holder shall, in its sole discretion, determine to be attributable to the relevant Taxes or deduction or withholding. Nothing herein contained shall interfere with the right of the holder of any Note to arrange its tax affairs in whatever manner it thinks fit and, in particular, no holder of any Note shall be under any obligation to claim relief from its corporate profits or

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similar tax liability in respect of such Tax in priority to any other claims, reliefs, credits or deductions available to it or (other than as set forth in clause (b) above) oblige any holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereof.

Each Obligor will furnish the holders of Notes, promptly and in any event within 60 days after the date of any payment by such Obligor of any Tax in respect of any amounts paid under any Note Document, the original tax receipt issued by the relevant taxation or other authorities involved for all amounts paid as aforesaid (or if such original tax receipt is not available or must legally be kept in the possession of such Obligor, a duly certified copy of the original tax receipt or any other reasonably satisfactory evidence of payment), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any holder of a Note.

If any Obligor is required by any applicable law, as modified by the practice of the taxation or other authority of any relevant Taxing Jurisdiction, to make any deduction or withholding of any Tax in respect of which such Obligor would be required to pay any additional amount under this Section 12, but for any reason does not make such deduction or withholding with the result that a liability in respect of such Tax is assessed directly against the holder of any Note, and such holder pays such liability, then such Obligor will promptly reimburse such holder for such payment (including any related interest or penalties to the extent such interest or penalties arise by virtue of a default or delay by such Obligor) upon demand by such holder accompanied by an official receipt (or a duly certified copy thereof) issued by the taxation or other authority of the relevant Taxing Jurisdiction.

If any Obligor makes payment to or for the account of any holder of a Note and such holder is entitled to a refund of the Tax to which such payment is attributable upon the making of a filing (other than a Form described above), then such holder shall, as soon as practicable after receiving written request from such Obligor (which shall specify in reasonable detail and supply the refund forms to be filed) use reasonable efforts to complete and deliver such refund forms to or as directed by such Obligor, subject, however, to the same limitations with respect to Forms as are set forth above.

The obligations of the Obligors under this Section 12 shall survive the payment or transfer of any Note and the provisions of this Section 12 shall also apply to successive transferees of the Notes.

13.GUARANTEE AND OTHER RIGHTS AND UNDERTAKINGS.

13.1.Guarantee.

Each U.S. Guarantor, in consideration of the execution and delivery of this Agreement, the purchase of the Notes by the Purchasers and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees to each holder, the due and punctual payment in full by the Issuer of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether

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or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become owing by the Issuer to the holders under the terms and provisions of the Notes, this Agreement, any other Note Document or any other instrument referred to therein (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guarantee in the preceding sentence (the “Unconditional Guarantee”) is an absolute, present and continuing guarantee of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from any other Obligor or guarantor of the Notes (including, without limitation, any other U.S. Guarantor hereunder and any other Guarantor that executes an English Guarantee Agreement) or upon any other action, occurrence or circumstance whatsoever. In the event that the Issuer shall fail so to pay any of such Guaranteed Obligations, each U.S. Guarantor agrees to pay the same when due to the holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and this Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each U.S. Guarantor agrees that the Notes may (but need not) make reference to the Unconditional Guarantee.

Each U.S. Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such U.S. Guarantor, by any other Guarantor or by the Issuer of any warranty, covenant, term or condition in, or the occurrence of any default under, this Agreement (including, without limitation, the Unconditional Guarantee), the Notes, any other Note Document or any other instrument referred to therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Agreement (including, without limitation, the Unconditional Guarantee), the Notes, any other Note Document or any other instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Section 13, provided, that no U.S. Guarantor shall be liable for any damage, loss, cost or expense arising out of the gross negligence or willful misconduct of any holder.

Each U.S. Guarantor hereby acknowledges and agrees that such U.S. Guarantor’s liability hereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligations and indebtedness under and in respect of the Notes and the other Note Documents.

Notwithstanding the foregoing provisions or any other provision of this Agreement, the Purchasers (on behalf of themselves and their successors and assigns) and each U.S. Guarantor hereby agree that if at any time the Guaranteed Obligations exceed the Maximum Guaranteed Amount determined as of such time with regard to such U.S. Guarantor, then this Section 13 shall be automatically amended to reduce the Guaranteed Obligations to the Maximum Guaranteed Amount. Such amendment shall not require the written consent of any U.S. Guarantor or any holder and shall be deemed to have been automatically consented to by each

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U.S. Guarantor and each holder. Each U.S. Guarantor agrees that the Guaranteed Obligations may at any time exceed the Maximum Guaranteed Amount without affecting or impairing the obligation of such U.S. Guarantor. “Maximum Guaranteed Amount” means as of the date of determination with respect to a U.S. Guarantor, the lesser of (a) the amount of the Guaranteed Obligations outstanding on such date and (b) the maximum amount that would not render such U.S. Guarantor’s liability under this Section 13 subject to avoidance under Section 548 of the United States Bankruptcy Code (or any successor provision) or any comparable provision of applicable law of any jurisdiction.

13.2.Obligations Absolute.

The obligations of each U.S. Guarantor under this Section 13 shall be primary, absolute, irrevocable and unconditional, irrespective of the validity or enforceability of the Notes, any other Note Document or any other instrument referred to therein, shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim such U.S. Guarantor may have against the Issuer or any holder or otherwise, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not such U.S. Guarantor shall have any knowledge or notice thereof), including, without limitation: (a) any amendment to, modification of, supplement to or restatement of the Notes, any other Note Document or any other instrument referred to therein (it being agreed that the obligations of each U.S. Guarantor under this Section 13 shall apply to the Notes, the other Note Documents and any such other instrument as so amended, modified, supplemented or restated) or any assignment or transfer of any thereof or of any interest therein, or any furnishing, acceptance or release of any security for the Notes or the addition, substitution or release of any other Guarantor or any other entity or other Person primarily or secondarily liable in respect of the Guaranteed Obligations; (b) any waiver, consent, extension, indulgence or other action or inaction under or in respect of the Notes, any other Note Document or any other instrument referred to therein; (c) any bankruptcy, insolvency, arrangement, reorganization, readjustment, composition, liquidation or similar proceeding with respect to the Issuer or its property; (d) any merger, amalgamation or consolidation of any Guarantor or of the Issuer into or with any other Person or any sale, lease or transfer of any or all of the assets of any Guarantor or of the Issuer to any Person; (e) any failure on the part of the Issuer for any reason to comply with or perform any of the terms of any other agreement with any Guarantor; (f) any failure on the part of any holder to obtain, maintain, register or otherwise perfect any security; or (g) any other event or circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (whether or not similar to the foregoing), and in any event however material or prejudicial it may be to any Guarantor or to any subrogation, contribution or reimbursement rights any Guarantor may otherwise have. Each U.S. Guarantor covenants that its obligations hereunder will not be discharged except by indefeasible payment in full in cash of all of the Guaranteed Obligations and all other obligations hereunder.

13.3.Waiver.

Each U.S. Guarantor unconditionally waives to the fullest extent permitted by law, (a) notice of acceptance hereof, of any action taken or omitted in reliance hereon and of any default by the Issuer in the payment of any amounts due under the Notes, any other Note Document or any other instrument referred to therein, and of any of the matters referred to in Section 13.2, (b)

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all notices which may be required by statute, rule of law or otherwise to preserve any of the rights of any holder against such U.S. Guarantor, including, without limitation, presentment to or demand for payment from the Issuer or any Guarantor with respect to any Note, notice to the Issuer or to any Guarantor of default or protest for nonpayment or dishonor and the filing of claims with a court in the event of the bankruptcy of the Issuer, (c) any right to require any holder to enforce, assert or exercise any right, power or remedy including, without limitation, any right, power or remedy conferred in this Agreement, the Notes or any other Note Document, (d) any requirement for diligence on the part of any holder and (e) any other act or omission or thing or delay in doing any other act or thing which might in any manner or to any extent vary the risk of such U.S. Guarantor or otherwise operate as a discharge of such U.S. Guarantor or in any manner lessen the obligations of such U.S. Guarantor hereunder.

13.4.Obligations Unimpaired.

Each U.S. Guarantor authorizes the holders, without notice or demand to such U.S. Guarantor or any other Guarantor and without affecting its obligations hereunder, from time to time, in accordance with the provisions of the relevant Note Document or other instrument: (a) to renew, compromise, extend, accelerate or otherwise change the time for payment of, all or any part of the Notes, any other Note Document or any other instrument referred to therein; (b) to change any of the representations, covenants, events of default or any other terms or conditions of or pertaining to the Notes, this Agreement, any other Note Document or any other instrument referred to therein, including, without limitation, decreases or increases in amounts of principal, rates of interest, the Make-Whole Amount or any other obligation; (c) to take and hold security for the payment of the Notes, any other Note Document or any other instrument referred to therein, for the performance of this Section 13 or otherwise for the Guaranteed Obligations and to exchange, enforce, waive, subordinate and release any such security; (d) to apply any such security and to direct the order or manner of sale thereof as the holders in their sole discretion may determine; (e) to obtain additional or substitute endorsers or guarantors or release any other Guarantor or any other Person or entity primarily or secondarily liable in respect of the Guaranteed Obligations; (f) to exercise or refrain from exercising any rights against the Issuer, any Guarantor or any other Person; and (g) to apply any sums, by whomsoever paid or however realized, to the payment of the Guaranteed Obligations and all other obligations owed hereunder. The holders shall have no obligation to proceed against any additional or substitute endorsers or guarantors or to pursue or exhaust any security provided by the Issuer, such U.S. Guarantor or any other Guarantor or any other Person or to pursue any other remedy available to the holders.

If an event permitting the acceleration of the maturity of the principal amount of any Notes shall exist and such acceleration shall at such time be prevented or the right of any holder to receive any payment on account of the Guaranteed Obligations shall at such time be delayed or otherwise affected by reason of the pendency against the Issuer, any Guarantor or any other guarantors of a case or proceeding under a bankruptcy or insolvency law, such U.S. Guarantor agrees that, for purposes of this Section 13 and its obligations hereunder, the maturity of such principal amount shall be deemed to have been accelerated with the same effect as if the holder thereof had accelerated the same in accordance with the terms of this Agreement, and such U.S. Guarantor shall forthwith pay such accelerated Guaranteed Obligations.

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13.5.Subrogation and Subordination.

(a)Each U.S. Guarantor will not be entitled to and will not exercise any rights which it may have acquired by way of subrogation under this Section 13, by any payment made hereunder or otherwise, or accept any payment on account of such subrogation rights, nor will any U.S. Guarantor seek or be entitled to seek any reimbursement, contribution or indemnity from any other Obligor or any other Person, nor seek or be entitled to seek any rights or recourse to any security for the Notes or this Agreement, in each case unless and until all of the Guaranteed Obligations shall have been indefeasibly paid in full in cash.

(b)Each U.S. Guarantor hereby subordinates the payment of all Financial Indebtedness and other obligations of the Issuer, any other Obligor or any other guarantor of the Guaranteed Obligations owing to such U.S. Guarantor, whether now existing or hereafter arising, including, without limitation, all rights and claims described in Section 13.5(a), to the indefeasible payment in full in cash of all of the Guaranteed Obligations. If the Required Holders so request, any such Financial Indebtedness or other obligations shall be enforced and performance received by such U.S. Guarantor as trustee for the holders and the proceeds thereof shall be paid over to the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of any U.S. Guarantor under this Section 13.

(c)If any amount or other payment is made to or accepted by any U.S. Guarantor in violation of Section 13.5(a) and (b), such amount shall be deemed to have been paid to such U.S. Guarantor for the benefit of, and held in trust for the benefit of, the holders and shall be paid over to the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of such U.S. Guarantor under this Section 13.

(d)Each U.S. Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Agreement and that its agreements set forth in this Section 13 (including this Section 13.5) are knowingly made in contemplation of such benefits.

(e)Each U.S. Guarantor hereby agrees that, to the extent that a Guarantor shall have paid an amount hereunder to any holder that is greater than the net value of the benefits received, directly or indirectly, by such paying Guarantor as a result of the issuance and sale of the Notes (such net value, its “Proportionate Share”), such paying Guarantor shall, subject to Section 13.5(a) and (b), be entitled to contribution from any Guarantor that has not paid its Proportionate Share of the Guaranteed Obligations. Any amount payable as a contribution under this Section 13.5(e) shall be determined as of the date on which the related payment is made by such Guarantor seeking contribution and each U.S. Guarantor acknowledges that the right to contribution hereunder shall constitute an asset of such U.S. Guarantor to which such contribution is owed.

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Notwithstanding the foregoing, the provisions of this Section 13.5(e) shall in no respect limit the obligations and liabilities of any Guarantor to the holders of the Notes hereunder or under the Notes, any other Note Document or any other document, instrument or agreement executed in connection therewith, and each U.S. Guarantor shall remain jointly and severally liable for the full payment and performance of the Guaranteed Obligations.

13.6.Reinstatement of Guarantee.

The Unconditional Guarantee shall continue to be effective, or be reinstated, as the case may be, if and to the extent at any time payment, in whole or in part, of any of the sums due to any holder on account of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by a holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Issuer or any other guarantors, or upon or as a result of the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to the Issuer or any other guarantors or any part of its or their property, or otherwise, all as though such payments had not been made.

13.7.Term of Guarantee.

The Unconditional Guarantee and all guarantees, covenants and agreements of the U.S. Guarantors contained in this Agreement shall continue in full force and effect and shall not be discharged until such time as all of the Guaranteed Obligations and all other obligations hereunder shall be indefeasibly paid in full in cash and shall be subject to reinstatement pursuant to Section 13.6.

13.8.Information Regarding the Issuer.

Each U.S. Guarantor now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Issuer. No holder shall have any duty or responsibility to provide any U.S. Guarantor with any credit or other information concerning the affairs, financial condition or business of the Issuer which may come into possession of the holders. Each U.S. Guarantor is executing and delivering this Agreement and each other Note Document to which it is a party without reliance upon any representation by the holders including, without limitation, with respect to (a) the due execution, validity, effectiveness or enforceability of any instrument, document or agreement evidencing or relating to any of the Guaranteed Obligations or any loan or other financial accommodation made or granted to the Issuer, (b) the validity, genuineness, enforceability, existence, value or sufficiency of any property securing any of the Guaranteed Obligations or the creation, perfection or priority of any lien or security interest in such property or (c) the existence, number, financial condition or creditworthiness of other guarantors or sureties, if any, with respect to any of the Guaranteed Obligations.

13.9.Further Assurances.

Each U.S. Guarantor agrees to execute and deliver all such instruments and take all such action as the Required Holders may from time to time reasonably request in order to effectuate fully the purposes of the Unconditional Guarantee.

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14.REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

14.1.Registration of Notes.

The Issuer shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Issuer shall not be affected by any notice or knowledge to the contrary. The Issuer shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

14.2. Transfer and Exchange of Notes.

Upon surrender of any Note to the Issuer at the address and to the attention of the designated officer (all as specified in Section 19) for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other details for notices of each transferee of such Note or part thereof) within ten Business Days thereafter the Issuer shall execute and deliver, at the Issuer’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1(a). Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Issuer may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than US$100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than US$100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2.

14.3.Replacement of Notes.

Upon receipt by the Issuer at the address and to the attention of the designated officer (all as specified in Section 19(iii)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

(a)           in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least

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US$50,000,000 (or its equivalent in other currencies) or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or

(b)in the case of mutilation, upon surrender and cancellation thereof,

within ten Business Days thereafter the Issuer at its own expense shall execute and deliver, in lieu thereof, a new Note, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

15.PAYMENTS ON NOTES.

15.1.Place of Payment.

Subject to Section 15.2, payments of principal, Make-Whole Amount, if any, and interest becoming due and payable on the Notes shall be made at the principal office of JPMorgan Chase Bank, N.A. in New York, New York. The Issuer may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Issuer in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.

15.2.Home Office Payment.

So long as any Purchaser or its nominee shall be the holder of any Note, and notwithstanding anything contained in Section 15.1 or in such Note to the contrary, the Issuer or the Guarantors, as applicable, will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, and interest by the method and at the address specified for such purpose below such Purchaser’s name in Schedule A, or by such other method or at such other address as such Purchaser shall have from time to time specified to the Issuer in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Issuer made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Issuer at its principal executive office or at the place of payment most recently designated by the Issuer pursuant to Section 15.1. Prior to any sale or other disposition of any Note held by a Purchaser or its nominee, such Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Issuer in exchange for a new Note or Notes pursuant to Section 14.2. The Issuer will afford the benefits of this Section 15.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Note as the Purchasers have made in this Section 15.2.

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16.EXPENSES, ETC.

16.1.Transaction Expenses.

Whether or not the transactions contemplated hereby are consummated, the Issuer will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (including, without limitation, the Unconditional Guarantee), the Notes or the other Note Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement (including, without limitation, the Unconditional Guarantee), the Notes or the other Note Documents, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with any Note Document, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any member of the Group or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed US$3,500 (or its equivalent in other currencies). The Issuer will pay, and will save each Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes). In the event that the Notes are not issued on or before June 30, 2011 or, if prior to that date, the Company elects not to issue and sell the Notes, the Issuer agrees to pay to the Purchasers on June 30, 2011 or such earlier date, via wire transfer of immediately available funds, (i) the Cancellation Fee (as defined in the Commitment Letter) in accordance with the terms of the Commitment Letter and (ii) the Delayed Delivery Fee (as defined in the Commitment Letter).

16.2.Certain Taxes.

The Issuer agrees to pay all stamp, documentary or similar taxes or fees which may be payable in respect of the execution and delivery (but not the transfer) or the enforcement of any of the Notes or the execution and delivery or the enforcement of this Agreement or any other Note Document in the United States or the United Kingdom or of any amendment of, or waiver or consent under or with respect to, any Note Document, and to pay any value added tax due and payable in respect of reimbursement of costs and expenses by the Issuer pursuant to this Section 16 (provided that, where the Issuer has made a payment of such value added tax and the relevant holder reasonably determines that it has received or been granted a credit or repayment in respect of such value added tax from the relevant tax authority, such holder shall reimburse such amount to the Issuer), and will save each holder of a Note to the extent permitted by applicable law harmless against any loss or liability resulting from nonpayment or delay in payment of any such tax or fee required to be paid by the Issuer hereunder.

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16.3.Survival.

The obligations of the Issuer under this Section 16 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of any Note Document, and the termination of any Note Document.

17.SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained herein shall survive the execution and delivery of this Agreement, the Notes and the other Note Documents, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of any Obligor pursuant to this Agreement shall be deemed representations and warranties of such Obligor under this Agreement. Subject to the preceding sentence, this Agreement (including, without limitation, the Unconditional Guarantee), the Notes, the other Note Documents and the Commitment Letter embody the entire agreement and understanding among each Purchaser and the Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

18.AMENDMENT AND WAIVER.

18.1.Requirements.

This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of each Obligor and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 22, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 11 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, (iii) amend Section 8, 10(a), 11, 12, 18, 21 or 23.9, or (iv) release all or substantially all of the Unconditional Guarantee.

18.2.Solicitation of Holders of Notes.

(a)Solicitation. The Issuer will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes. The Issuer will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 18 to each holder of outstanding Notes promptly following the

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date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.

(b)Payment. No Obligor will directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder of Notes as consideration for or as an inducement to the entering into by any holder of Notes of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each holder of Notes then outstanding even if such holder did not consent to such waiver or amendment.

(c)Consent in Contemplation of Transfer. Any consent made pursuant to this Section 18.2 by the holder of any Note that has transferred or has agreed to transfer such Note to an Obligor or any Affiliate of an Obligor and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such transferring holder.

18.3.Binding Effect, etc.

Any amendment or waiver consented to as provided in this Section 18 applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon each Obligor without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between any Obligor, on one hand, and the holder of any Note, on the other hand, nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

18.4.Notes Held by Obligors, etc.

Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by any Obligor or any Affiliates of any Obligor shall be deemed not to be outstanding.

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19.NOTICES; ENGLISH LANGUAGE.

All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized international commercial delivery service (charges prepaid), or (b) by a recognized international commercial delivery service (with charges prepaid). Any such notice must be sent:

(i)if to a Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in Schedule A, or at such other address as such Purchaser or nominee shall have specified to the Issuer in writing,

(ii)if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Issuer in writing,

(iii)if to the Issuer, to the Issuer at its address set forth at the beginning hereof to the attention of the Secretary, or at such other address as the Issuer shall have specified to the holder of each Note in writing, or

(iv)if to any Guarantor, to such Guarantor at Anchorage Gateway, 5 Anchorage Quay, Salford, M50 3XE, United Kingdom, Attention: the Company Secretary, or at such other address as such Guarantor shall have specified to the holder of each Note in writing.

Notices under this Section 19 will be deemed given only when actually received.

Each document, instrument, financial statement, report, notice or other communication delivered in connection with this Agreement shall be in English or accompanied by an English translation thereof.

This Agreement and the Notes have been prepared and signed in English and the parties hereto agree that the English version hereof and thereof (to the maximum extent permitted by applicable law) shall be the only version valid for the purpose of the interpretation and construction hereof and thereof notwithstanding the preparation of any translation into another language hereof or thereof, whether official or otherwise or whether prepared in relation to any proceedings which may be brought in any jurisdiction in respect hereof or thereof.

20.REPRODUCTION OF DOCUMENTS.

This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, electronic, digital or other similar process and such Purchaser may destroy any original document so reproduced. Each Obligor agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or

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further reproduction of such reproduction shall likewise be admissible in evidence. This Section 20 shall not prohibit any Obligor or any holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

21.CONFIDENTIAL INFORMATION.

For the purposes of this Section 21, “Confidential Information” means information delivered to any Purchaser by or on behalf of any member of the Group in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of such Group member, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by any Group member or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 21, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 21), (v) any Person from which it offers to purchase any security of the Issuer (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 21), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 21 as though it were a party to this Agreement. On reasonable request by any Obligor in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Obligors embodying the provisions of this Section 21.

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22.SUBSTITUTION OF PURCHASER.

Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Issuer, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 22), shall be deemed to refer to such Affiliate in lieu of such original Purchaser. In the event that such Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser all of the Notes then held by such Affiliate, upon receipt by the Issuer of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other than in this Section 22), shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

23.MISCELLANEOUS.

23.1.Successors and Assigns.

All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not.

23.2.Payments Due on Non-Business Days.

Anything in this Agreement or the Notes to the contrary notwithstanding (but without limiting the requirement in Section 8.4 that notice of any optional prepayment specify a Business Day as the date fixed for such prepayment), any payment of principal of or Make-Whole Amount or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; provided that if the maturity date of any Note is a date other than a Business Day, the payment otherwise due on such maturity date shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.

23.3.Accounting Terms; IAS 39.

Except as otherwise specifically provided herein, all accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with the Accounting Principles, all computations made pursuant to this Agreement shall be made in accordance with the Accounting Principles, and all financial statements shall be prepared in accordance with the Accounting Principles. Notwithstanding the foregoing or any other provision of this Agreement:

(a)for purposes of determining Financial Indebtedness, indebtedness or debt (or any similar term) under any covenant or other term or provision contained in this Agreement (including any Incorporated Provision), any election by any Group member to

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measure any portion of a non-derivative financial liability at fair value (as permitted by International Accounting Standard 39 or any similar accounting standard), other than to reflect a hedge of such non-derivative financial liability (including interest rate, foreign currency and commodity hedges), shall be disregarded and such determination shall be made as if such election had not been made; and

(b)if after the date of this Agreement a change in the Accounting Principles (as at the date of this Agreement) or the accounting practices is such as to affect:

(i)            the determination of the financial covenants contained in Section 9.1; and/or

(ii)           the determination of whether a Subsidiary is a Material Company,

the Obligors and the Required Holders shall, at the Required Holders’ request, negotiate in good faith with a view to agreeing such amendments as may be necessary to grant to the holders protection comparable to that granted on the date of this Agreement, and any amendments so agreed will take effect on the date agreed between the Obligors and the holders; and if no such agreement is reached within 30 days of the Required Holders’ request, the Required Holders may instruct independent accountants to determine any amendments to those clauses or definitions which those accountants (acting as experts and not as arbitrators) consider appropriate to grant, to the holders protection comparable to that granted on the date of this Agreement, which amendments shall take effect when so determined and notified to the Issuer. Any amendments determined by such accountants shall be binding on all the parties hereto.

23.4.Severability.

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

23.5.Construction, etc.

Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

For the avoidance of doubt, all Schedules and Exhibits attached to this Agreement shall be deemed to be a part hereof.

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23.6.Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. Delivery of an executed signature page hereto by facsimile or e-mail transmission shall be effective as delivery of a manually signed counterpart of this Agreement.

23.7.Governing Law.

This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

23.8.Jurisdiction and Process; Waiver of Jury Trial.

(a)Each Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b)Each Obligor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.

(c)Each Non-U.S. Obligor consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Issuer, as its agent for the purpose of accepting service of any process in the United States. Each Non-U.S. Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

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(d)Nothing in this Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(e)Each Non-U.S. Obligor hereby irrevocably appoints the Issuer to receive for it, and on its behalf, service of process in the United States. The Issuer hereby accepts such appointment and designation for the period from the date of the Closing to the date that is one calendar year after the latest maturity date of any Note as stated therein.

(f)THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE UNCONDITIONAL GUARANTEE), THE NOTES, ANY OTHER FINANCE DOCUMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

23.9.Obligation to Make Payment in U.S. Dollars.

Any payment on account of an amount that is payable hereunder or under the Notes in U.S. Dollars which is made to or for the account of any holder of Notes in any other currency, whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of any Obligor, shall constitute a discharge of the obligation of such Obligor, as applicable, under this Agreement or the Notes only to the extent of the amount of U.S. Dollars which such holder could purchase in the foreign exchange markets in London, England, with the amount of such other currency in accordance with normal banking procedures at the rate of exchange prevailing on the London Banking Day following receipt of the payment first referred to above. If the amount of U.S. Dollars that could be so purchased is less than the amount of U.S. Dollars originally due to such holder, the Obligors agree to the fullest extent permitted by law, to indemnify and save harmless such holder from and against all loss or damage arising out of or as a result of such deficiency. This indemnity shall, to the fullest extent permitted by law, constitute an obligation separate and independent from the other obligations contained in this Agreement and the Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by such holder from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under the Notes or under any judgment or order. As used herein the term “London Banking Day” shall mean any day other than Saturday or Sunday or a day on which commercial banks are required or authorized by law to be closed in London, England.

23.10.Tax Forms.

(a)Each Purchaser and each holder that is a “United States person” within the meaning of Section 7701(a)(30)of the Internal Revenue Code shall deliver to the Issuer executed originals of U.S. Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable law or reasonably requested by

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the Issuer as will enable the Issuer to certify to such Purchaser or holder’s exemption from U.S. backup withholding and/or information reporting requirements.

(b)Each Purchaser and each holder that is not a “United States person” within the meaning of Section 7701(a)(30)of the Internal Revenue Code (a “Non-U.S. Holder”) shall deliver to the Issuer on or prior to the date on which such Non-U.S. Holder becomes a party to this Agreement (and from time to time thereafter upon the request of the Issuer), whichever of the following is applicable:

(i)properly completed and duly executed originals of U.S. Internal Revenue Service Form W-8BEN (claiming a complete exemption from United States withholding tax on payments made under the benefits of an applicable income tax treaty);

(ii)properly completed and duly executed originals of U.S. Internal Revenue Service Form W-8ECI (claiming a complete exemption from United States withholding tax because payments made are effectively connected with a U.S. trade or business);

(iii)properly completed and duly executed originals of U.S. Internal Revenue Service Form W-8IMY and all required supporting documentation (claiming a complete exemption from United States withholding tax on payments made); or

(iv)in the case of a Purchaser or holder claiming the benefits of the exemption for portfolio interest under Sections 871(h) or 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Non-U.S. Holder is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Issuer within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code and (y) properly completed and duly executed originals of U.S. Internal Revenue Service Form W-8BEN.

[Remainder of page left intentionally blank. Next page is signature page.]

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If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Obligors, whereupon this Agreement shall become a binding agreement among you and the Obligors.

Very truly yours,
BA HOLDINGS, INC.
By:	/s/ J. Michael Edwards
Name:	J. Michael Edwards
Title:	Secretary
LUXFER HOLDINGS, PLC
By:
Name:
Title:
LUXFER GROUP LIMITED
By:
Name:
Title:
LUXFER GROUP 2000 LIMITED
By:	/s/ Brian Gordon Purves
Name:	Brian Gordon Purves
Title:	Director

[Signature page to Note Purchase Agreement]

MEL CHEMICALS INC.
By:	/s/ Mary Ann Hampton
Name:	Mary Ann Hampton
Title:	Secretary / Treasurer
By:	/s/ James J: Pardini
Name:	James J: Pardini
Title:	Vice President
MAGNESIUM ELEKTRON NORTH AMERICA, INC.
By:	/s/ Kim Banovz
Name:	Kim Banovz
Title:	Financial Controller / Secretary
LUXFER GAS CYLINDERS LIMITED
By:
Name:
Title:
LUXFER GROUP SERVICES LIMITED
By:
Name:
Title:
MAGNESIUM ELEKTRON LIMITED
By:
Name:
Title:

[Signature page to Note Purchase Agreement]

LUXFER OVERSEAS HOLDINGS LIMITED
By:	/s/ Brian Gordon Purves
Name:	Brian Gordon Purves
Title:	Director
LUXFER GAS CYLINDERS CHINA HOLDINGS LIMITED
By:	/s/ Brian Gordon Purves
Name:	Brian Gordon Purves
Title:	Director
LUXFER INC.
By:	/s/ J. Michael Edwards
Name:	J. Michael Edwards
Title:	Secretary
HART METALS, INC.
By:	/s/ Deborah A. Simsen
Name:	Deborah A. Simsen
Title:	Secretary
READE MANUFACTURING COMPANY
By:	/s/ Deborah A. Simsen
Name:	Deborah A. Simsen
Title:	Secretary

[Signature page to Note Purchase Agreement]

This Agreement is hereby accepted and agreed to as of the date thereof.

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By:	/s/ William Engelking
Name:	William Engelking
Title:	Vice President
RGA REINSURANCE COMPANY
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
	By:	Prudential Private Placement Investors, Inc.
		(as its General Partner)
	By:	/s/ William Engelking
	Name:	William Engelking
	Title:	Vice President

[Signature page to Note Purchase Agreement - BA Holdings, Inc.]

Schedule A

INFORMATION RELATING TO PURCHASERS

Purchaser Name	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Name in which Notes are to be registered	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Registration number(s); principal amount(s)	R-1; $45,820,000
Payment on account of Note Method Account information	Federal Funds Wire Transfer JPMorgan Chase Bank New York, NY ABA No.: 021-000-021 Account Name: Prudential Managed Portfolio Account No.: P86188 (do not include spaces) Ref: “Accompanying Information” below
Accompanying information	Name of Issuer:	BA HOLDINGS INC.
	Description of Security:	6.19% Senior Secured Guaranteed Notes due June 15, 2018
	PPN:	05523* AA5
	Security No.:	INV11372
	Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.
Address / Fax # for notices related to payments	The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 100 Mulberry Street Newark, NJ 07102-4077 Attn: Manager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel:973-367-3141 Fax:888-889-3832
Address for all other notices	The Prudential Insurance Company of America c/o Prudential Capital Group Two Prudential Plaza, Suite 5600 180 N. Stetson Avenue Chicago, IL 60601 Attn: Managing Director, PRICOA
Instructions re Delivery of Notes and closing sets	Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, TX 75201 Attn: William H. Bulmer, Esq.

Schedule A-1

Purchaser Name	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Signature Block	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
	By:
	Name:
	Title:	Vice President
Tax identification number	22-1211670

Schedule A-2

Purchaser Name	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Name in which Notes are to be registered	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Registration number(s); principal amount(s)	R-2; $11,680,000
Payment on account of Note Method Account information	Federal Funds Wire Transfer JPMorgan Chase Bank New York, NY ABA No.: 021-000-021 Account Name: The Prudential - Privest Portfolio Account No.: P86189 (do not include spaces) Ref: “Accompanying Information” below
Accompanying information	Name of Issuer:	BA HOLDINGS INC.
	Description of Security:	6.19% Senior Secured Guaranteed Notes due June 15, 2018
	PPN:	05523* AA5
	Security No.:	INV11372
	Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.
Address / Fax # for notices related to payments	The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 100 Mulberry Street Newark, NJ 07102-4077 Attn: Manager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel:973-367-3141 Fax:888-889-3832
Address for all other notices	The Prudential Insurance Company of America c/o Prudential Capital Group Two Prudential Plaza, Suite 5600 180 N. Stetson Avenue Chicago, IL 60601 Attn: Managing Director, PRICOA
Instructions re Delivery of Notes and closing sets	Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, TX 75201 Attn: William H. Bulmer, Esq.

Schedule A-3

Purchaser Name	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Signature Block	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
	By:
	Name:
	Title:	Vice President
Tax identification number	22-1211670

Schedule A-4

Purchaser Name	RGA REINSURANCE COMPANY
Name in which to register Note(s)	HARE & CO.
Note Registration Number(s); Principal Amount(s)	R-3; $7,500,000
Payment on account of Note Method Account Information	Federal Funds Wire Transfer The Bank of New York Mellon ABA #021-000-018 BNF Account No.: IOC 566 For credit to: RGA Reinsurance Company Ref: “Accompanying Information” below.
Accompanying Information	Name of Issuer:			BA HOLDINGS INC.
	Description of Security:			6.19% Senior Secured Guaranteed Notes due June 15, 2018
	PPN:			05523* AA5
	Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.
Address for notices related to payments	RGA Reinsurance Company Attn: Banking Dept. 1370 Timberlake Manor Parkway Chesterfield, MO 63017-6039
Address for all other notices	Prudential Private Placement Investors, L.P. c/o Prudential Capital Group Two Prudential Plaza, Suite 5600 180 N. Stetson Avenue Chicago, IL 60601 Attn: Managing Director, PRICOA
Instructions re: delivery of Notes	The Bank of New York Mellon One Wall Street - 3rd Floor Window A New York, NY 10256 Attn: Anthony V. Saviano (212-635-6742) Ref: RGA Private Placement Prudential Financial Account No. 0000128863 Cc: Prudential Capital Group
Form signature block	RGA REINSURANCE COMPANY
	By:	Prudential Private Placement Investors,
		L.P. (as Investment Advisor)
		By:	Prudential Private Placement Investors, Inc.
			(as its General Partner)
		By:
		Name:
		Title:	Vice President
Tax Identification Number	43-1235868

Schedule A-5

Schedule B

DEFINED TERMS

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“ABL Facility” means the facility provided pursuant to the Facility Agreement dated April 26, 2006 (as amended and restated pursuant to an amendment and restatement deed dated March 5, 2009) by and among Luxfer Group 2000 Limited, Luxfer Group Limited and others as borrowers and guarantors thereunder and Bank of America, N.A., as original lender, original issuer, original hedging party, facility agent and security trustee.

“Acceptable Bank” means:

(a)a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A-1 or higher by Standard & Poor’s Rating Services, F(1) + or higher by Fitch Ratings Ltd or Aaa or higher by Moody’s Investors Service Limited or a comparable rating from an internationally recognised credit rating agency or

(b)any other bank or financial institution approved by the Required Holders.

“Accounting Principles” means the international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

“Accounting Reference Date” has the meaning given to it in section 391 of the Companies Act 2006.

“Additional Subsidiary Guarantor” is defined in Section 1(b).

“Adjusted EBITDA” means, in respect of any Relevant Period, EBITDA for that Relevant Period after:

(a)adding the amount of any cash receipts (and deducting the amount of any cash payments) during such Relevant Period in respect of any Exceptional Items not already taken account of in calculating EBITDA for any Relevant Period but excluding:

(i)Exceptional Items relating to cash receipts or cash paid for finance costs or discontinued operations and

(ii)cash payments for Permitted Acquisitions and cash received for Permitted Disposals;

(b)adding the amount of any cash receipts during that Relevant Period in respect of any corporation tax rebates or credits and deducting the amount actually paid

Schedule B-1

or due and payable in respect of corporation taxes during that Relevant Period by any member of the Group;

(c)adding the amount of any increase in provisions, which are not Current Assets or Current Liabilities and deducting the amount of any non-cash credits which are not Current Assets or Current Liabilities) in each case to the extent taken into account in establishing EBITDA;

(d)deducting the cash amount of any capital expenditure actually paid during such Relevant Period by any member of the Group except (in each case) to the extent funded from the proceeds of Permitted Disposals, third party grants, third party contributions or Insurance Proceeds; and

(e)deducting the amount of any cash costs of Pension Items during that Relevant Period to the extent not taken into account in establishing EBITDA;

and so that no amount shall be added (or deducted) more than once.

“Affiliate” means, in relation to any Person, a Subsidiary of that Person or a Holding Company of that person or any other Subsidiary of that Holding Company. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Issuer or the Parent Guarantor.

“Agreed Form” means, in relation to any document, the form of such document which is previously agreed in writing by or on behalf of the Purchasers and the Obligors or, if not so agreed, is in the form specified by the Purchasers.

“Annual Financial Statements” means the financial statements for a Financial Year delivered pursuant to Section 7.1(b).

“Anti-Terrorism Law” means any U.S. state or federal law relating to terrorism or money laundering, including the Executive Order, the USA Patriot Act and the Money Laundering Control Act of 1986, Public Law 99-570.

“Articles” means the articles of association of the Parent Guarantor and the articles of association of the Issuer.

“assets” includes present and future properties, revenues and rights of every description (including any right to receive such revenues).

“Auditors” means one of PricewaterhouseCoopers LLP, Ernst & Young LLP, KPMG Audit PLC, Deloitte & Touche LLP, Grant Thornton LLP, Soren McAdam Christenson LLP or any other firm of independent public accountants of recognized international standing.

“Authorization” means an authorization, consent, approval, resolution, license, exemption, filing, notarization or registration.

Schedule B-2

“Average Exchange Rate” means the 12 month average of the month end exchange rates as referenced to Reuters.

“Bank Agent” means Lloyds TSB Bank plc, as agent of the Finance Parties (as defined in the Bank Facilities Agreement).

“Bank Document” means the Finance Documents (as defined in the Bank Facilities Agreement as in effect on the date hereof) and each other document executed in connection with the Bank Facilities Agreement or otherwise relating thereto).

“Bank Lender” means a Lender (as defined in the Bank Facilities Agreement).

“Bank Facilities Agreement” means the Senior Facilities Agreement, dated as of May 13, 2011, among (a) the Parent Guarantor, (b) Lloyds TSB Bank plc and Clydesdale Bank plc (trading as Yorkshire Bank), as mandated lead arrangers, (c) the parties listed in part 1 schedule 1 thereto as original borrowers, (d) the parties listed in part 2 of schedule 1 thereto as original guarantors, (e) the financial institutions listed in part 3 of schedule 1 thereto as lenders, (f) Lloyds TSB Bank plc, Clydesdale Bank plc (trading as Yorkshire Bank) and Bank of America, N.A., as ancillary facilities providers, (g) the Bank Agent and (h) the Security Trustee, as the same may from time to time be amended, restated, supplemented, modified or extended; provided that any such amendment, restatement, supplement, modification or extension shall be made in accordance with the terms of this Agreement and the Intercreditor Deed.

“Base Case Model” means the financial model dated April 4, 2011 in Agreed Form prepared by the Parent Guarantor including profit and loss account, balance sheet and cashflow projections relating to the Group.

“Bilateral Facility” has the meaning given to such term in the Bank Facilities Agreement (as in effect on the date hereof).

“Blocked Person” is defined in Section 5.30(d).

“Budget” means:

(a)in relation to the period beginning on January 1, 2011 and ending on December 31, 2011, the Base Case Model to be delivered by the Obligors to the holders pursuant to Section 4.15 and

(b)in relation to any other period, the budget delivered by the Parent Guarantor to the holders in respect of that period pursuant to, and in accordance with, Section 7.1(f).

“Business Day” means (a) for the purposes of Section 8.6 only, any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York are required or authorized to be closed, and (b) for the purposes of any other provision of this Agreement, any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York or London, England are required or authorized to be closed.

Schedule B-3

“Cash Service Cover” means the ratio of Cashflow to Debt Service in respect of any Relevant Period.

“Cash Equivalent Investments” means at any time:

(a)certificates of deposit maturing within 3 Months after the relevant date of calculation and issued by an Acceptable Bank,

(b)any investment in marketable debt obligations issued or guaranteed by the government of the United States of America or any member state of the European Economic Area, or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within 3 Months after the relevant date of calculation and not convertible or exchangeable to any other security,

(c)commercial paper not convertible or exchangeable to any other security:

(i)for which a recognized trading market exists,

(ii)issued by an issuer incorporated in the United States of America or any member state of the European Economic Area,

(iii)which matures within 3 Months after the relevant date of calculation, and

(iv)which has a credit rating of either A-1 or higher by Standard & Poor’s Rating Services, F-1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investors Service Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating,

(d)any investment in money market funds which:

(i)have a credit rating of either A-1 or higher by Standard & Poor’s Rating Services, F-1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investors Service Limited,

(ii)invest substantially all their assets in securities of the types described in paragraphs (a) to (c), and

(iii)can be turned into cash on not more than 30 days’ notice or

(e)any other debt security approved by the Required Holders,

in each case, denominated in U.S. Dollars, Euros, Sterling or an Optional Currency (as defined in the Bank Facilities Agreement as in effect on the date hereof) and to which an Obligor is alone or together with other Obligors beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security (other than Security arising under the Transaction Security Documents).

Schedule B-4

“Cashflow” means in respect of any Relevant Period, cashflow for such Relevant Period taking Adjusted EBITDA for the same period and:

(a)adding the amount of any decrease (and deducting the amount of any increase) in Working Capital for that Relevant Period (excluding, for the avoidance of doubt, non-cash movements in Working Capital as a result of translation exchange rates) and

(b)adding the amount of any increase in other non-cash debits and other non- cash charges (which are not Current Assets or Current Liabilities) in each case taking into account in establishing EBITDA,

and so that no amount shall be added (or deducted) more than once.

“Change of Control” means any Person or group of Persons acting in concert gains direct or indirect control of the Parent Guarantor. For the purposes of this definition:

(a)control of the Parent Guarantor means:

(i)the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(A)cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a general meeting of the Parent Guarantor or

(B)appoint or remove all, or the majority, of the directors or other equivalent officers of the Parent Guarantor or

(C)give directions with respect to the operating and financial policies of the Parent Guarantor with which the directors or other equivalent officers of the Parent Guarantor are obliged to comply; or

(ii)(the holding beneficially of more than 50% of the issued share capital of the Parent Guarantor (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital); and

(b)acting in concert means, a group of Persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition, directly or indirectly, of shares in the Parent Guarantor by any of them, either directly or indirectly, to obtain or consolidate control of the Parent Guarantor.

“Change of Control Notice” is defined in Section 8.7

“CISADA” is the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010 (Pub. L. 111–195).

Schedule B-5

“Closing” is defined in Section 3.

“Commitment Letter” means that certain letter agreement dated as of 21 March 2011 between the Parent Guarantor and Pricoa Capital Group, a copy of which is attached hereto as Exhibit 4.18.

“Compliance Certificate” means a certificate substantially in the form set out in Exhibit 7.2.

“Confidential Information” is defined in Section 21.

“Contribution Notice” means a contribution notice issued by the Pensions Regulator under section 38 or section 47 of the Pensions Act 2004.

“Current Assets” means the aggregate (on a consolidated basis) of all inventory, work in progress, trade and other receivables of each member of the Group including prepayments in relation to operating items and sundry debtors (but excluding cash and Cash Equivalent Investments) maturing within 12 Months from the date of computation but excluding amounts in respect of:

(a)receivables in relation to corporation and deferred Tax,

(b)Exceptional Items and other non-operating items,

(c)insurance claims, and

(d)any interest owing to any member of the Group.

“Current Liabilities” means the aggregate (on a consolidated basis) of all liabilities (including trade creditors, accruals and provisions) of each member of the Group falling due within 12 Months from the date of computation but excluding amounts in respect of:

(a)liabilities for Financial Indebtedness and Finance Charges,

(b)liabilities for corporation and deferred Tax,

(c)Exceptional Items and other non-operating items,

(d)insurance claims, and

(e)liabilities in relation to dividends declared but not paid by the Parent Guarantor or by a member of the Group in favor of a Person which is not a member of the Group.

“Czech Subsidiary” means Magnesium Elektron Recycling CZ S.R.O., a limited liability company organized under the laws of the Czech Republic.

“Debenture” means the Debenture entered into by the Parent Guarantor, the Issuer, each Original Subsidiary Guarantor that is an English Guarantor and the Security Trustee on or before

Schedule B-6

the date of the Closing, as the same may from time to time be amended, amended and restated, modified or supplemented.

“Debt Service” means in respect of any Relevant Period the aggregate of:

(a)Net Finance Charges for such Relevant Period,

(b)the aggregate of all scheduled repayments of Financial Indebtedness falling due during such Relevant Period but excluding:

(i)any amounts repaid or falling due under any overdraft or revolving facility (including, without limitation, the revolving facility available pursuant to the Bank Facilities Agreement or any Permitted Refinancing Agreement) and which were available for simultaneous redrawing according to the terms of such facility,

(ii)any such obligations owed to any member of the Group and

(iii)any prepayment of Financial Indebtedness existing on the date of the Closing which is required to be repaid under the terms of this Agreement,

(c)the amount of any cash dividends or distributions paid or made by the Parent Guarantor in respect of such Relevant Period, and

(d)the amount of the capital element of any payments in respect of such Relevant Period payable under any Finance Lease entered into by any member of the Group,

and so that no amount shall be included more than once.

“Debt Service Cover” means the ratio of Adjusted EBITDA to Debt Service in respect of any Relevant Period.

“Default” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

“Default Rate” means that rate of interest that is the greater of (i) 2% per annum above the rate of interest stated in clause (a) of the first paragraph of the Notes and (ii) 2% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. in New York, New York as its “base” or “prime” rate.

“Defined Benefit Scheme” means each of the following:

(a)Luxfer Group Pension Plan,

(b)Luxfer Group Supplementary Pension Plan,

(c)BA Holdings, Inc. Defined Benefit Pension Plan,

Schedule B-7

(d)Pension Plan for Hourly Employees of Luxfer Inc.,

(e)BA Holdings, Inc. Executive Supplemental Retirement Plan,

(f)IPC Supplementary Pension scheme, and

(g)IDR Termination Indemnities.

“Designated Person” means a Person:

(a)listed on the annex to the Executive Order;

(b)owned or controlled by, or acting for or on behalf of, any Person listed on the annex to the Executive Order;

(c)listed on the “Specially Designated Nationals and Blocked Persons” list maintained by the Office of Foreign Asset Control of the United States Department of the Treasury, as updated or amended from time to time;

(d)whose property has been blocked, or is subject to seizure, forfeiture or confiscation, under any applicable Anti-Terrorism Law; or

(e)that commits, threatens or conspires to commit or support “terrorism” as defined in the Executive Order.

“Disclosure Documents” is defined in Section 5.11.

“Disposal” means a sale, lease or license (other than an occupational rack rent lease or license), transfer, loan or other disposal by a Person of any asset, undertaking or business (whether by a voluntary or involuntary single transaction or series of transactions).

“Disposal Proceeds” means the consideration receivable by any member of the Group (including any amount receivable in repayment of intercompany debt) for any Disposal made by any member of the Group except for Excluded Disposal Proceeds.

“Disposal Prepayment Date” is defined in Section 8.8.

“Disposal Prepayment Offer” is defined in Section 8.8.

“Disruption Event” means either or both of:

(a)a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Note Documents (or otherwise in order for the transactions contemplated by the Note Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the parties hereto, or

Schedule B-8

(b)the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a party hereto preventing that, or any other party hereto:

(i)from performing its payment obligations under the Note Documents, or

(ii)from communicating with other parties hereto in accordance with the terms of the Note Documents,

and which (in either such case) is not caused by, and is beyond the control of, the party whose operations are disrupted.

“Dormant Subsidiary” means a member of the Group which does not trade (for itself or as agent for any Person) and does not own, legally or beneficially, assets (including indebtedness owed to it) which in aggregate have a value of £20,000 or more or its equivalent in other currencies.

“EBIT” means in respect of any Relevant Period the consolidated operating profit of the Parent Guarantor before taxation for such Relevant Period (excluding the results from discontinued operations):

(a)before deducting any interest, commission, fees, discounts, prepayment fees, premiums or charges, gains or losses on Financial Indebtedness and other finance payments whether paid, payable or capitalized by any member of the Group (calculated on a consolidated basis) in respect of such Relevant Period,

(b)not including any accrued interest owing or paid to any member of the Group,

(c)before taking into account any Exceptional Items,

(d)before deducting any Transaction Costs,

(e)before taking into account any gain or loss arising from an upward or downward revaluation of any other asset except for the impairment of working capital items,

(f)after deducting the amount of any profit (or adding back the amount of any loss) of any member of the Group which is attributable to minority interests,

(g)before taking into account any unrealized gains or losses on any derivative instrument (other than any derivative instrument which is accounted for on a hedge accounting basis),

(h)before taking into account any Pension Payment to the extent made after the date of this Agreement but before the first anniversary of the date of this Agreement, and

Schedule B-9

(i)excluding any profit or loss arising from the disposal of fixed assets,

in each case to the extent added, deducted or taken into account, as the case may be, for the purposes of determining operating profits of the Group before taxation for such Relevant Period.

“EBITA” means in respect of any Relevant Period, EBIT for that Relevant Period after adding back any amount attributable to the impairment or amortization of assets or impairment of members of the Group and non-cash based charges and amortization costs associated with equity stock-based compensation schemes for such Relevant Period.

“EBITDA” means in respect of any Relevant Period, EBITA for such Relevant Period after adding back any amount attributable to the depreciation of assets of members of the Group for such Relevant Period.

“Employee Plan” means, at any time, an “employee pension benefit plan” as defined in section 3(32) of ERISA and subject to Title IV of ERISA (other than a Multiemployer Plan) then or at any time during the previous six years maintained for, or contributed to (or to which there is or was an obligation to contribute) on behalf of, employees of any Obligor or ERISA Affiliate.

“English Guarantee Agreement” is defined in Section 1(b).

“English Guarantor” means the Parent Guarantor and each other Guarantor incorporated or formed under the laws of England and Wales.

“Environment” means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:

(a)air (including, without limitation, air within natural or man made structures, whether above or below ground),

(b)water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers), and

(c)land (including, without limitation, land under water).

“Environmental Claim” means any claim, proceeding, formal notice or investigation by any Person in respect of any Environmental Law.

“Environmental Law” means any applicable law or regulation which relates to:

(a)the pollution or protection of the Environment,

(b)the conditions of the workplace, or

(c)the generation, handling, storage, use, release or spillage of any substance which alone, or in combination with any other, is capable of causing harm to the Environment, including without limitation, any waste.

Schedule B-10

“Environmental Permits” means any permit and other Authorization and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any member of the Group conducted on or from any Real Property owned or used by any member of the Group.

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” means each person (as defined in section 3(9) of ERISA) that is a member of a controlled group of, or under common control with, any Obligor, within the meaning of section 414 of the Internal Revenue Code.

“ERISA Event” means any of the following events:

(a)any reportable event, as defined in section 4043(c) of ERISA, with respect to an Employee Plan as to which the PBGC has not by regulation waived the requirement of section 4043(a) of ERISA that it be notified within thirty days of the occurrence of that event. However, a failure to meet the minimum funding standard of section 412 of the Internal Revenue Code or section 302 of ERISA shall be a reportable event for the purposes of this paragraph (a) regardless of the issuance of any waiver under said sections;

(b)the requirements of subsection (1) of section 4043(b) of ERISA (without regard to subsection (2) of that section) are met with respect to a contributing sponsor, as defined in section 4001(a)(13) of ERISA, of an Employee Plan and an event described in paragraph (9), (10), (11), (12) or (13) of section 4043(c) of ERISA is reasonably expected to occur with respect to that Employee Plan within the following 30 days;

(c)the filing under section 4041(c) of ERISA of a notice of intent to terminate any Employee Plan;

(d)the termination of any Employee Plan under section 4041(c) of ERISA;

(e)the institution of proceedings under section 4042 of ERISA by the PBGC for the termination of, or the appointment of a trustee to administer, any Employee Plan;

(f)the failure to make a required contribution to any Employee Plan that would result in the imposition of an encumbrance pursuant to section 412 of the Internal Revenue Code or section 302 of ERISA; or

(g)engagement with an Employee Plan in a non-exempt prohibited transaction within the meaning of section 4795 of the Internal Revenue Code or section 406 of ERISA (other than as a result of an incorrect representation of a Purchaser pursuant to Section 6.2).

“ESOP” means the Luxfer Group Employee Share Ownership Plan established by a deed of trust dated 3 November 1997.

Schedule B-11

“euro” or “€” means the unit of single currency of the Participating Member States.

“Event of Default” is defined in Section 10.

“Exceptional Items” means any exceptional, one-off or non-recurring items which represent gains or losses including (without limitation) those arising on:

(a)the restructuring of the activities of an entity, including the associated redundancy program costs and reversals of any provisions for the cost of restructuring,

(b)disposals, revaluations or impairment of non-current assets,

(c)disposals of assets associated with discontinued operations and acquisition costs in relation to the acquisition of new operations,

(d)Environmental remediation costs and provisions not in the ordinary course of business,

(e)one-off gains and losses recognized on the early termination or curtailment of or change in employee retirement defined benefits, or

(f)disposal of a business operation which is not classified as a discontinued operation for accounting purposes.

“Excluded Deposit Accounts” means each of the following deposit accounts:

(a)any deposit account specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Parent Guarantor’s or any of its Subsidiaries’ salaried employees,

(b)any deposit account credited at any time with an amount not exceeding US$100,000 (or its equivalent in any currency) individually and, when aggregated with the amounts in all other such accounts, US$500,000 (or its equivalent in any currency), and

(c)any “lock-box” deposit account the balance of which is swept on a daily basis into other deposit accounts of the Parent Guarantor or any of its Subsidiaries that are deposit accounts as set forth in the preceding clauses (a) or (b) or deposit accounts held with a lender under the Bank Facilities Agreement or any Permitted Refinancing Agreement.

“Excluded Disposal Proceeds” means the proceeds of a Disposal from a Permitted Disposal or Permitted Transaction unless such proceeds are to be used to repay or prepay Financial Indebtedness under the Bank Facilities Agreement or a Permitted Refinancing Agreement at any time when a Default or Event of Default exists.

“Excluded Insurance Proceeds” means any proceeds of an insurance claim which the Issuer notifies the holders are, or are to be, applied:

Schedule B-12

(a)to meet a third party claim,

(b)to cover operating losses in respect of which the relevant insurance claim was made,

(c)to the replacement, reinstatement and/or repair of the assets or otherwise in amelioration of the loss in respect of which the relevant insurance claim was made,

(d)by an Obligor to purchase assets useful to the business of the Obligors,

in each case as soon as possible after receipt, or

(e)which do not exceed £10,000,000 (or its equivalent) when aggregated together with the proceeds of all other insurance claims (excluding those referred to in paragraphs (a), (b) and (c) of this definition) during the term of this Agreement.

“Executive Order” means Executive Order No. 13224 of September 23, 2001- Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism, 66 U.S. Fed. Reg. 49079 (2001), as amended.

“Existing Note Documents” means:

(a)the indenture dated February 6, 2007 made between the Parent Guarantor and The Bank of New York; and

(b)each note issued pursuant to the indenture referred to in paragraph (a) above.

“Existing Notes” means £71,850,977 floating rate notes due 2012 issued by the Parent Guarantor.

“Favored Lender Notice” is defined in Section 9.36.

“Finance Charges” means for any Relevant Period the aggregate amount of the accrued interest, commission, fees, discounts, prepayment fees, premiums or charges and other finance payments in respect of Financial Indebtedness whether paid payable or capitalized by any member of the Group (calculated on a consolidated basis) in respect of such Relevant Period:

(a)excluding any upfront fees or costs,

(b)including the interest (but not the capital) element of payments in respect of Finance Leases,

(c)including any commission, fees, discounts and other finance payments payable by (and deducting any such amounts payable to) any member of the Group under any interest rate hedging arrangement, and

Schedule B-13

(d)taking no account of any unrealized gains or losses on any financial instruments other than any derivative investments which are accounted for on a hedge accounting basis,

(e)excluding any Transaction Costs, and

(f)excluding any interest cost or expected return on plan assets in relation to any post employment benefit schemes,

so that no amount shall be added (or deducted) more than once.

“Finance Lease” means any lease or hire purchase contract which would, in accordance with the Accounting Principles, be treated as a finance or capital lease.

“Financial Indebtedness” means, without double counting, any indebtedness for or in respect of:

(a)monies borrowed and debit balances at banks or other financial institutions,

(b)acceptance under any acceptance credit or bill discounting facility (or dematerialized equivalent),

(c)any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument,

(d)any Finance Leases,

(e)receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis),

(f)any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account),

(g)any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of an entity which is not a member of the Group which liability would fall within one of the other paragraphs of this definition,

(h)any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 180 days after the date of supply,

Schedule B-14

(i)any amount raised under any other transaction (including any forward sale or purchase sale and sale back or sale and leaseback agreement) having the commercial or economic effect of a borrowing or otherwise classified as borrowings under the Accounting Principles,

(j)any amount raised by the issue of redeemable shares which are redeemable (other than at the option of the issuer thereof) before the latest maturity date of any Note as stated therein or are otherwise classified as borrowings under the Accounting Principles, and

(k)the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j).

“Financial Quarter” means a 3 calendar months period ending on March 31, June 30, September 30 or December 31 in any Financial Year.

“Financial Support Direction” means a financial support direction issued by the Pensions Regulator under section 43 of the Pensions Act 2004.

“Financial Year” means a financial year of the Parent Guarantor.

“French Subsidiary” means Luxfer Gas Cylinders S.A.S., a societè par actions simplifiees organized under the laws of France.

“Funding Instructions” is defined in Section 4.17.

“Funds Flow Statement” means a funds flow statement detailing the proposed movement of the funds received pursuant to the Notes and the Bank Facilities Agreement in payment of the relevant redemption amounts in respect of the ABL Facility and the Existing Notes.

“Governmental Authority” means

(a)the government of

(i)the United States of America or England or any State or other political subdivision of either thereof, or

(ii)any other jurisdiction in which the Parent Guarantor or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Parent Guarantor or any Subsidiary, or

(b)any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

“Group” means the Parent Guarantor and each of its Subsidiaries for the time being.

“Group Structure Chart” is defined in Section 5.23.

Schedule B-15

“guarantee” means (other than in Section 13) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any Person or to make an investment in or loan to any Person or to purchase assets of any Person where, in each case, such obligation is assumed in order to maintain or assist the ability of such Person to meet its indebtedness.

“Guaranteed Obligations” is defined in Section 13.1.

“Guarantor” means the Parent Guarantor and each Subsidiary Guarantor.

“Hedging Agreement” has the meaning given to such term in the Bank Facilities Agreement (as in effect on the date hereof).

“Hedging Letter” is defined in Section 4.20.

“HMRC” means the United Kingdom HM Revenue and Customs.

“holder” means, with respect to any Note the Person in whose name such Note is registered in the register maintained by the Issuer pursuant to Section 14.1.

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

“Incorporated Provision” is defined in Section 9.36.

“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent.

“Information Memorandum” means the document dated 7 January 2011 in the form approved by the Parent Guarantor concerning the Group which, at the request of the Parent Guarantor and on its behalf, was provided to the Purchasers in relation to this transaction prior to the date of this Agreement.

“Institutional Investor” means (a) any Purchaser of a Note, (b) any holder of a Note holding (together with one or more of its affiliates) more than 5% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Note.

“Insurance Prepayment Date” is defined in Section 8.8.

“Insurance Prepayment Offer” is defined in Section 8.8.

“Insurance Proceeds” means the proceeds of any insurance claim under any insurance maintained by any member of the Group except for Excluded Insurance Proceeds and after deducting any reasonable expenses in relation to that claim which are incurred by any member of the Group to Persons who are not members of the Group.

Schedule B-16

“Intellectual Property” means:

(a)any patents, trade marks, service marks, designs, business names, copyrights, database rights, design rights, domain names, moral rights, inventions, confidential information, know-how and other intellectual property rights and interests (which may now or in the future subsist), whether registered or unregistered and

(b)the benefit of all applications and rights to use such assets of each member of the Group (which may now or in the future subsist).

“Intercreditor Deed” means the Intercreditor Deed dated as of the date hereof and made between, among others, the Obligors, the Bank Agent, the Security Trustee, the Bank Lenders (as senior lenders), Lloyds TSB Bank plc and Clydesdale Bank PLC (trading as Yorkshire Bank) (as senior arrangers), the Ancillary Lenders (as defined in the Intercreditor Deed (as senior lenders), each Bilateral Lender (as defined in the Intercreditor Deed), the Purchasers and the Intra-Group Lenders (as defined in the Intercreditor Deed), as the same may from time to time be amended, amended and restated, modified or supplemented.

“Interest Cover” means the ratio of EBITDA to Net Finance Charges in respect of any Relevant Period.

“Internal Revenue Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, and any and all regulations and rulings issued thereunder.

“Issuer” is defined in the first paragraph of this Agreement.

“Joinder Agreement” is defined in Section 1(b).

“Joint Venture” means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity.

“Legal Reservations” means:

(a)the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganization and other laws generally affecting the rights of creditors,

(b)the time barring of claims under the Limitation Act 1980 and the Foreign Limitation Periods Act 1984, the possibility that an undertaking to assume liability for or indemnify a Person against non-payment of UK stamp duty may be void and defenses of set-off or counterclaim,

(c)the possibility that the courts may recharacterize any security purporting to be a fixed charge as a floating charge (or vice versa), and

(d)similar principles, rights and defenses under the laws of any Relevant Jurisdiction.

Schedule B-17

“Leverage” means in respect of any Relevant Period the ratio of Total Net Debt on the last day of such Relevant Period to EBITDA in respect of such Relevant Period.

“Major Breach” means any breach of:

(a)Section 9.8 (Change of Business),

(b)Section 9.9 (Acquisitions),

(c)Section 9.12 (Pari Passu Ranking),

(d)Section 9.13 (Negative Pledge),

(e)Section 9.14 (Disposals),

(f)Section 9.16 (Loans or Credit),

(g)Section 9.17 (No Guarantees or Indemnities),

(h)Section 9.18 (Dividends and Share Redemption),

(i)Section 9.19 (Bank Facilities Agreement),

(j)Section 9.20 (Financial Indebtedness), and

(k)Section 9.22 (Insurance).

“Major Default” means any of the following Events of Default:

(a)Section 10(a) (Non-payment),

(b)Section 10(b) (Financial Covenants and Other Obligations),

(c)Section 10(c) (Other Obligations) but only insofar as it relates to a Major Breach,

(d)Section 10(d) (Misrepresentation) but only insofar as it relates to a Major Representation,

(e)Section 10(f) (Insolvency) and Section 10(g) (Insolvency Proceedings),

(f)Section 10(i) (Unlawfulness and Invalidity) and Section 10(o) (Repudiation and Rescission of Agreements), and

(g)Section 10(s) (ERISA).

“Major Representation” means each of the representations set out in Section 5.1 (Status) to Section 5.5(a) (Validity and Admissibility in Evidence) inclusive, Section 5.24 (Obligors), Section 5.30 (U.S. Regulations) and Section 5.31 (Sanctions).

Schedule B-18

“Make-Whole Amount” is defined in Section 8.6.

“Material” means material in relation to the business, operations, affairs, financial condition, assets, properties or prospects of the Group taken as a whole.

“Material Adverse Effect” means in the reasonable opinion of the Required Holders a material adverse effect on:

(a)the business, operations, property, condition (financial or otherwise) or prospects of the Group taken as a whole, or

(b)the ability of an Obligor to perform its payment obligations under the Note Documents (taking into account the financial resources available to that Obligor from other members of the Group), or

(c)the validity or enforceability of, or the effectiveness or ranking of any Security granted or purporting to be granted pursuant to any of, the Note Documents or the rights or remedies of any holder under any of the Note Documents.

“Material Company” means, at any time:

(a)an Obligor,

(b)a wholly-owned member of the Group that holds shares in an Obligor, or

(c)a Material Subsidiary.

“Material Provision” means each of Sections 7, 9.7, 9.8, 9.9, 9.12, 9.13, 9,14, 9.16, 9.17, 9.18, 9.19, 9.20, 9.22, 9.31, 9.32 and 9.33 and each Incorporated Provision.

“Material Subsidiary” means a Subsidiary of the Parent Guarantor which has earnings before interest, tax and amortization (calculated on the same basis as EBITA) representing 5% or more of EBITA, or has gross assets, (excluding intra-Group items) representing 5% or more of the gross assets of the Group, calculated on a consolidated basis. The foregoing shall be determined by reference to the most recent Compliance Certificate and/or the latest audited financial statements of that Subsidiary (consolidated in the case of a Subsidiary which itself has Subsidiaries) and the latest audited consolidated financial statements of the Group. However, if a Subsidiary has been acquired since the date as at which the latest audited consolidated financial statements of the Group were prepared, the financial statements shall be deemed to be adjusted in order to take into account the acquisition of that Subsidiary (that adjustment being certified by the Group’s Auditors as representing an accurate reflection of the revised EBITA and gross assets of the Group). A report by the Auditors of the Parent Guarantor that a Subsidiary is or is not a Material Subsidiary shall, in the absence of manifest error, be conclusive and binding on all parties to this Agreement.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

Schedule B-19

(a)if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day and

(b)if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month.

The above rules will only apply to the last Month of any period.

“Monthly Financial Statements” means the financial statements for a month delivered pursuant to Section 7.1(a).

“More Favorable Provision” is defined in Section 9.36.

“Multiemployer Plan” means, at any time, a multiemployer plan (as defined in section 4001(a)(3) of ERISA) then or at any time during the previous five years maintained for, or contributed to (or to which there is or was an obligation to contribute) on behalf of, employees of any Obligor or an ERISA Affiliate.

“NAIC” means the National Association of Insurance Commissioners or any successor thereto.

“Net Finance Charges” means, for any Relevant Period, the Finance Charges for such Relevant Period after deducting any interest payable in such Relevant Period to any member of the Group on any cash or Cash Equivalent Investment.

“Non-U.S. Obligor” means an Obligor that is not a U.S. Obligor.

“Non-U.S. Plan” means any plan, fund or other similar program that (a) is established or maintained outside the United States of America by a member of the Group primarily for the benefit of employees of members of the Group residing outside the United States of America, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and (b) is not subject to ERISA or the Internal Revenue Code.

“Note Document” means this Agreement, each Note, each Transaction Security Document, the Intercreditor Deed, each Joinder Agreement, each English Guarantee Agreement and each other guarantee agreement executed by any Additional Subsidiary Guarantor in accordance with Sections 1(b) and 9.31, and the Hedging Letter, in each case as amended, novated, supplemented or restated (however fundamentally).

“Notes” is defined in Section 1.

“Obligor” means the Issuer and each Guarantor.

Schedule B-20

“OFAC Sanctions Regulations” means the U.S. sanctions administered by the Office of Foreign Asset Control of the U.S. Department of the Treasury as amended from time to time, and codified in 31 C.F.R. 500 et. seq.

“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of an Obligor whose responsibilities extend to the subject matter of such certificate.

“Original Financial Statements” means:

(a)in relation to the Parent Guarantor, (i) in respect of any representation set forth in Section 5 made as of the date of this Agreement and as of the date of the Closing, its consolidated audited financial statements for its financial year ended 31 December 31, 2009 and its consolidated unaudited financial statements for its financial year ended December 31, 2010 and (ii) in any other respect its consolidated audited financial statements for its financial year ended December 31, 2010;

(b)in relation to the Parent Guarantor, the consolidated unaudited monthly management accounts for the period from January 1, 2011 to March 31, 2011;

(c)in relation to each other member of the Group (other than the Issuer, Luxfer Australia Pty Limited, Hart Metals, Inc., MEL Chemicals Inc., Magnesium Elektron North America Inc., Niagara Metallurgical Products Limited and Reade Manufacturing Company), its audited financial statements for the financial year ended December 31, 2009; and

(d)in relation to any other Obligor, its audited financial statements delivered to the holders of Notes as required by Section 9.31.

“Original Subsidiary Guarantor” is defined in the first paragraph of this Agreement.

“Parent Guarantor” is defined in the first paragraph of this Agreement.

“Participating Member State” means any member state of the European Community that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic Monetary Union.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.

“Pension Items” means any income or charge attributable to an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pensions Schemes Act 1993) other than the current service costs and any past service costs and curtailments and settlements attributable to the scheme.

“Pension Payment” means a payment of up to £5,000,000 (or its equivalent) as set out in the Base Case Model.

Schedule B-21

“Pensions Regulator” means the body corporate called the Pensions Regulator established under Part I of the Pensions Act 2004.

“Permitted Acquisition” means:

(a)an acquisition pursuant to a Permitted Share Issue;

(b)the incorporation of a company which on incorporation becomes a member of the Group, but only if:

(i)that company is incorporated in England and Wales or the United States of America with limited liability, and

(ii)if the shares in the company are owned by an Obligor, Security over the shares of that company, in form and substance satisfactory to the Required Holders, is created in favor of the Security Trustee on its incorporation;

(c)an acquisition by a member of the Group of an asset sold, leased, transferred or otherwise disposed of by another member of the Group in circumstances constituting a Permitted Disposal;

(d)an acquisition (not being an acquisition by the Parent Guarantor or the Issuer), of (1) all of the issued share capital of a limited liability company or (2) (if the acquisition is made by a limited liability company) a business or undertaking carried on as a going concern, but only if:

(i)no Default or Event of Default is continuing on the closing date for the acquisition or would occur as a result of the acquisition;

(ii)the acquired company, business or undertaking is incorporated or established, and carries on its principal business in, the European Union, the United States of America or such other jurisdiction approved by the Required Holders (such approval to be provided unless (x) the jurisdiction is a jurisdiction that is on a restricted list for any holder and/or (y) the acquired company would under the terms of this Agreement have to accede as an Additional Subsidiary Guarantor and the security principles of the relevant jurisdiction prevent it providing the Security required by the Required Holders) and is engaged in a business substantially the same as that carried on by the Group; and

(iii)the consideration (including associated costs and expenses) for the acquisition and any Financial Indebtedness or other assumed actual or contingent liability, in each case remaining in the acquired company (or any such business) at the date of acquisition (when aggregated with the consideration (including associated costs and expenses) for any other Permitted Acquisition and any Financial Indebtedness or other assumed actual or contingent liability, in each case remaining in any such acquired companies or businesses at the time of acquisition (the “Total Purchase Price”)) does not exceed in aggregate £10,000,000 (or its equivalent); and

Schedule B-22

(e)an acquisition permitted by the Required Holders (such consent not to be unreasonably withheld or delayed) in writing.

“Permitted Disposal” means any sale, lease, license, transfer or other disposal which, except in the case of paragraph (b), is on arm’s length terms:

(a)of trading stock or cash made by any member of the Group in the ordinary course of trading of the disposing entity;

(b)of any asset by a member of the Group (“Disposing Company”) to another member of the Group (“Acquiring Company”), but:

(i)if the Disposing Company is an Obligor, the Acquiring Company must also be an Obligor,

(ii)if the Disposing Company had given Security over the asset, the Acquiring Company must give equivalent Security over that asset in form and substance satisfactory to the Security Trustee, and

(iii)if the Disposing Company is a Guarantor, the Acquiring Company must be a Guarantor guaranteeing at all times an amount no less than that guaranteed by the Disposing Company;

(c)of assets in exchange for other assets comparable or superior as to type, value or quality (provided that if the assets disposed of are subject to a Security in favor of the Security Trustee the exchanged assets are also subject to the same or similar Security in favor of the Security Trustee);

(d)of assets (other than assets which are subject to a fixed charge in favor of the Security Trustee) to a Permitted Joint Venture;

(e)of obsolete or redundant vehicles, plant and equipment for cash;

(f)of Cash Equivalent Investments for cash or in immediate exchange for other Cash Equivalent Investments;

(g)constituted by a license of intellectual property rights permitted by Section 9.24;

(h)arising as a result of any Permitted Security;

(i)of cash by way of a Permitted Loan;

(j)of cash in order to complete a Permitted Acquisition; or

(k)of assets for cash where the higher of the market value or the net consideration receivable in respect of such asset when aggregated with the higher of the market value or the net consideration receivable for any other sale, lease, license, transfer

Schedule B-23

or other disposal of an asset not allowed under the preceding paragraphs) does not exceed £8,000,000 (or its equivalent) in aggregate and does not exceed £2,000,000 (or its equivalent) in any Financial Year.

“Permitted Distribution” means:

(a)the payment of a dividend to any member of the Group by any of such Group member’s Subsidiaries;

(b)the payment of a dividend by the Parent Guarantor provided:

(i)no Default or Event of Default has occurred and is continuing or would result from such payment,

(ii)Leverage (as shown in latest Compliance Certificate) does not exceed 2.5:1, and

(iii)at the time the proposed dividend is made the forecasted Leverage for the next 12 Months (assuming payment of any proposed dividends during that period) does not exceed 2.5:1;

(c)the redemption of up to £50,000 B preference shares at par value (plus any accrued dividend) issued by the Parent Guarantor to Brian Purves and Ian Mckinnon; and

(d)the payment of any other dividend agreed between the Obligors and the Required Holders.

“Permitted Financial Indebtedness” means Financial Indebtedness:

(a)arising under

(i) any of the Note Documents or

(ii) (x) the Bank Facilities Agreement (other than any Bilateral Facility), as amended from time to time in compliance with this Agreement and the Intercreditor Deed, (y) any Bilateral Facility made available to an Obligor by a Bank Lender in accordance with clause 8.1(a) (Bilateral Facilities) of the Bank Facilities Agreement (as in effect on the date hereof) or(z) a Permitted Refinancing Agreement, as amended from time to time in compliance with this Agreement and the Intercreditor Deed; provided that the aggregate amount committed or outstanding under this clause (ii) shall not at any time exceed the aggregate commitments under the Bank Facilities Agreement (including the Bilateral Facilities) on the date hereof plus the Senior Headroom;

(b)arising under a Permitted Loan or a Permitted Guarantee or as permitted by Section 9.28;

(c)arising under (i) a foreign exchange transaction for spot or forward delivery entered into in connection with protection against fluctuation in currency rates

Schedule B-24

where that foreign exchange exposure arises in the ordinary course of trade or in respect of loans made under the Bank Facilities Agreement, but not a foreign exchange transaction for investment or speculative purposes and (ii) the Hedging Agreement;

(d)under finance or capital leases of vehicles, plant equipment or computers, provided that the aggregate capital value of all such items so leased under outstanding leases by members of the Group does not exceed £2,000,000 (or its equivalent in other currencies) at any time;

(e)of a company that becomes a member of the Group as a result of a Permitted Acquisition provided that the Financial Indebtedness is repaid in full within 45 days of that company becoming a member of the Group;

(f)[Reserved];

(g)not permitted by the preceding paragraphs so long as the outstanding amount does not exceed £400,000 (or its equivalent) in aggregate for the Group at any time;

(h)performance bonds issued in the ordinary course of trading in respect of non-financial obligations;

(i)existing as at the date of this Agreement pursuant to the ABL Facility and/or the Existing Note Documents so long as such Financial Indebtedness is irrevocably discharged no later than the date of the Closing; and

(j)permitted by the Required Holders in writing.

“Permitted Guarantee” means:

(a)the endorsement of negotiable instruments in the ordinary course of trade;

(b)any guarantee to a property landlord of which a member of the Group is a tenant;

(c)any performance or similar bond guaranteeing performance by a member of the Group under any contract entered into in the ordinary course of trade;

(d)any guarantee or indemnity arising under the articles of association of the Parent Guarantor;

(e)any indemnity given by a member of the Group for its liabilities in the ordinary course of trade;

(f)a guarantee in respect of Specified Financial Indebtedness under paragraph (g) of the definition of “Permitted Financial Indebtedness”;

(g)a guarantee of Financial Indebtedness as part of a Permitted Joint Venture;

Schedule B-25

(h)a guarantee in respect of obligations of an Obligor or a guarantee by a non-Obligor in respect of the obligations of another member of the Group made in the ordinary course of business;

(i)any guarantee given in respect of the netting or set-off arrangements permitted pursuant to paragraph (c) of the definition of Permitted Security;

(j)any guarantee or indemnity given by a member of the Group in respect of any obligations of an employee or officer of a member of the Group, which obligations shall not exceed £100,000 (or its equivalent) in aggregate for all such obligations supported by such guarantees or indemnities pursuant to this paragraph (j) outstanding at any time; or

(k)any guarantee (existing as at the date of this Agreement) given in respect of the Financial Indebtedness in relation to the ABL Facility or the Existing Note Documents so long as such guarantees are irrevocably released, removed or discharged no later than the date of the Closing.

so long as the aggregate outstanding amount of the obligations supported by such guarantees and indemnities does not exceed £100,000 (or its equivalent) at any time.

“Permitted Joint Venture” means any investment by any member of the Group:

(a)where the joint venture interest is held through an entity incorporated or formed with limited liability and

(i)the joint venture is incorporated in, the European Union, the United States of America or such other jurisdiction approved by all the holders of Notes (such approval to be provided unless the jurisdiction is a jurisdiction that is on a restricted list for any holder),

(ii)the joint venture investment is made on arm’s length terms,

(iii)such entity carries on or owns the same, a similar, complementary or related business to that carried on by the Group, and

(iv)the aggregate (without double counting) of:

(A)all outstanding amounts lent, advances, contributed to or for equity in, or otherwise invested in, all such entities by members of the Group and

(B)the market value (at the date of transfer or contribution) of all assets transferred or contributed to all such entities by members of the Group to the extent exceeding the value of the consideration for such transfers or contributions and

Schedule B-26

(C)all outstanding Financial Indebtedness incurred (whether by way of guarantee or otherwise) in relation to all such entities by members of the Group

shall not after the date of this Agreement, when taken together with any contingent liability of such Permitted Joint Venture, exceed £10,000,000 (or its equivalent); or

(b)permitted by the Required Holders (such consent not to be unreasonably withheld or delayed) in writing.

“Permitted Loan” means:

(a)any trade credit extended by any member of the Group to its customers on normal commercial terms and in the ordinary course of its trading activities;

(b)Financial Indebtedness which is referred to in the definition of, or otherwise constitutes, Specified Financial Indebtedness;

(c)any loan to a Permitted Joint Venture;

(d)any loan or advance made to employees of any member of the Group which loans and advances shall not exceed £100,000 (or its equivalent) in aggregate for all loans to employees outstanding at any time;

(e)any loan, advance or other financial facility in an aggregate amount not to exceed £500,000 in any calendar year made available to the trustee of the ESOP, the trustee of any other employee share ownership plan or similar trust or to an employee whether for the purpose of acquiring ordinary, preference or deferred shares in the Parent Guarantor or any member of the Group, provided that such loan, advance or other financial facility may not exceed £5,000,000 (or its equivalent) at any one time outstanding;

(f)a loan made by an Obligor to another Obligor or made by a member of the Group which is not an Obligor to another member of the Group;

(g)any loan made by an Obligor to a member of the Group which is not an Obligor so long as:

(i)the aggregate amount of the Financial Indebtedness under any such loans does not exceed £10,000,000 (or its equivalent) at any time, or

(ii)such loan is funded by the issue of shares pursuant to paragraph (a) of the definition of “Permitted Share Issue”; or

(h)any loan (other than a loan that would fall within one of the paragraphs set out above) so long as the aggregate amount of Financial Indebtedness under any such loans does not exceed £500,000 (or its equivalent) at any time,

Schedule B-27

so long as in the case of paragraphs (f) and (g) above the creditor of such Financial Indebtedness shall (if it is an Obligor) grant security over its rights in respect of such Financial Indebtedness in favor of the holders, the Security Trustee (or a delegate, agent, nominee, attorney or co-trustee appointed by the Security Trustee) for the benefit of the holders, or a receiver or receiver and manager or administrative receiver of the whole or any part of the Secured Assets for the benefit of the holders, in each case on terms acceptable to the Required Holders (acting reasonably).

“Permitted Refinancing Agreement” means any facility agreement, credit agreement or similar agreement which refinances or replaces all or any portion the Bank Facilities Agreement so long as (a) such agreement and any other Permitted Refinancing Documents do not contain, either initially or by amendment or other modification, any material terms, conditions, covenants or defaults other than those which (x) then exist in the Bank Facilities Agreement or those that would not be materially more restrictive on the Obligors than the terms, conditions, covenants and defaults in the then existing Bank Facilities Agreement or (y) could be included in the Bank Facilities Agreement by an amendment or other modification that would not be prohibited by the terms of the Intercreditor Deed, (b) the principal amount and commitments under such agreement shall not exceed the principal amount permitted pursuant to clause 3.3 of the Intercreditor Deed, and (c) each agent and lender a party to such agreement has acceded to the Intercreditor Deed (or entered into an intercreditor agreement on substantively the same terms as the Intercreditor Agreement) pursuant to documentation reasonably acceptable to the Required Holders.

“Permitted Refinancing Documents” means a Permitted Refinancing Agreement and each other document executed in connection therewith that is a “financing document” (or such other similar term).

“Permitted Security” means:

(a)any lien arising by operation of law and in the ordinary course of trading and not as a result of any default or omission by any member of the Group;

(b)any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of members of the Group but only so long as (i) such arrangement does not permit credit balances of Obligors to be netted or set off against debit balances of members of the Group which are not Obligors and (ii) such arrangement does not give rise to other Security over the assets of Obligors in support of liabilities of members of the Group which are not Obligors;

(c)any payment or close out netting or set-off arrangement pursuant to any Treasury Transaction or foreign exchange transaction entered into by a member of the Group which constitutes Specified Financial Indebtedness, excluding any Security or Quasi-Security under a credit support arrangement;

(d)any Security or Quasi-Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a member of the Group in the ordinary course of trading and on the

Schedule B-28

supplier’s standard or usual terms and not arising as a result of any default or omission by any member of the Group;

(e)any Quasi-Security arising as a result of a disposal which is a Permitted Disposal;

(f)any Security or Quasi-Security arising as a consequence of any finance or capital lease permitted pursuant to paragraph (i) of the definition of “Specified Financial Indebtedness”;

(g)any Security pursuant to the Transaction Security Documents; or

(h)any Security or Quasi-Security (existing as at the date of this Agreement) over the assets of the Group pursuant to the ABL Facility so long as such Security or Quasi Security is irrevocably released, removed or discharged no later than the date of the Closing or as otherwise required pursuant to Section 9.40(b).

“Permitted Share Issue” means an issue of:

(a)ordinary shares by the Parent Guarantor, paid for in full in cash upon issue and which by their terms are not redeemable and where such issue does not lead to a Change of Control of the Parent Guarantor,

(b)any shares issued in connection with the ESOP where such issue does not lead to a Change of Control, and

(c)shares by a member of the Group (other than the Parent Guarantor) which is a Subsidiary to any Holding Company where (if the existing shares of the Subsidiary are the subject of the Transaction Security) the newly-issued shares also become subject to the Transaction Security on the same terms.

“Permitted Transaction” means:

(a)any disposal required, Financial Indebtedness incurred, guarantee, indemnity or Security or Quasi-Security given, or other transaction arising, under the Note Documents;

(b)the solvent liquidation or reorganization of any member of the Group which is not an Obligor so long as any payments or assets distributed as a result of such liquidation or reorganization are distributed to other members of the Group; or

(c)transactions (other than (i) any sale, lease, license, transfer or other disposal and (ii) the granting or creation of Security or the incurring or permitting to subsist of Financial Indebtedness) conducted in the ordinary course of trading on arm’s length terms.

“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business entity or Governmental Authority.

Schedule B-29

“Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Parent Guarantor or any ERISA Affiliate or with respect to which the Parent Guarantor or any ERISA Affiliate may have any liability.

“Preferred Stock” means any class of capital stock of a Person that is preferred over any other class of capital stock (or similar equity interests) of such Person as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such Person.

“Principal Lending Facility” means (a) the Bank Facilities Agreement, (b) any Permitted Refinancing Agreement and (c) any other credit agreement, note purchase agreement, indenture or any other term loan or working capital facility of any Obligor or any Subsidiary of an Obligor providing, in each case, for the incurrence of Financial Indebtedness, or commitments therefor, in a principal amount equal to or greater than £10,000,000 (or its equivalent in other currencies), in each case under clauses (a), (b) and (c) as amended, restated, supplemented or otherwise modified and together with increases, refinancings and replacements thereof.

“property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

“provision of law” is a reference to a provision, of any treaty, legislation, regulation, decree, order or by-law and any secondary legislation enacted under a power given by that provision, as amended, applied or re-enacted or replaced (whether with or without modification) whether before or after the date of this Agreement.

“PTE” is defined in Section 6.2.

“Purchaser” is defined in the first paragraph of this Agreement.

“Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

“Quarter Date” means the last day of a Financial Quarter.

“Quarterly Financial Statements” means the financial statements for the three-month periods ending on March 31, June 30, September 30 and December 31 in each Financial Year delivered pursuant to Section 7.1(a).

“Quasi-Security” is defined in Section 9.13.

“Ratable Portion” means, in respect of any holder of any Note and any Disposal Proceeds or Insurance Proceeds, an amount equal to the product of:

(a)the amount of such Disposal Proceeds or Insurance Proceeds, multiplied by

Schedule B-30

(b)a fraction, the numerator of which is the outstanding principal amount of such Note, and the denominator of which is the sum of (i) the aggregate outstanding principal amount of all the Notes plus (ii) the aggregate Commitments (as defined in the Bank Facilities Agreement as in effect on the date hereof) at such time under the Bank Facilities Agreement or the aggregate commitments at such time under a Permitted Refinancing Agreement, as applicable.

“Real Property” means:

(a)any freehold, leasehold, commonhold or immovable property and

(b)any buildings, fixtures, fittings, fixed plant or machinery from time to time situated on or forming part of that freehold, leasehold, commonhold or immovable property.

“Registration Duty” means any registration duty or similar amount payable pursuant to the laws of any jurisdiction in which an Obligor is organized in connection with the use in a judicial proceeding in such jurisdiction of this Agreement or any other Note Document or any other agreement or document related hereto or thereto or the transactions contemplated herein or therein.

“regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but if not having the force of law, then being a type with which Persons to which it applies customarily comply) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organization.

“Related Fund” means, with respect to any holder of any Note, any fund or entity that (a) invests in securities or bank loans, and (b) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor.

“Relevant Jurisdiction” means, in relation to an Obligor:

(a)its jurisdiction of incorporation,

(b)any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated,

(c)any jurisdiction where it conducts its business, and

(d)the jurisdiction whose laws govern the perfection of any of the Transaction Security Documents entered into by it.

“Relevant Period” means:

(a)in respect of Leverage and Interest Cover, each 12 Month period ending on the most recent Quarter Date ending on or after September 30, 2011 and

Schedule B-31

(b)in respect of Cash Service Cover and Debt Service Cover, prior to June 30, 2012, the period commencing on the date of the Closing and ending on the most recent Quarter Date ending on or after September 30, 2011, and after such period, each 12 Month period ending on the most recent Quarter Date.

“Required Holders” means, at any time, the holders of at least 51% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Obligors or any of their Affiliates).

“Responsible Officer” means any Senior Financial Officer and any other officer of the Issuer or a Guarantor, as applicable, with responsibility for the administration of the relevant portion of this Agreement.

“Response Date” is defined in Section 8.7.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Secured Assets” means all of the assets of the Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security

“Security” means a mortgage, charge, pledge, lien, assignment or other security interest securing any obligation of any Person or any other agreement or arrangement having a similar effect.

“Security Trustee” means Lloyds TSB Bank plc, as security trustee for the holders and the other Secured Parties (as defined in the Intercreditor Deed).

“Senior Financial Officer” means the chief financial officer, principal accounting officer, treasurer or comptroller of the Issuer or a Guarantor, as applicable.

“Share Option Documents” means each deed of agreement granting options pursuant to parts A and B of the ESOP.

“Sterling” or “£” means lawful money of the United Kingdom.

“Subsidiary” means a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006. Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Parent Guarantor.

“Subsidiary Guarantor” means each Original Subsidiary Guarantor and each Additional Subsidiary Guarantor, but shall exclude at such time any Subsidiary theretofore released from its obligations as a Subsidiary Guarantor pursuant to Section 9.31.

“SVO” means the Securities Valuation Office of the NAIC or any successor to such Office.

Schedule B-32

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Taxing Jurisdiction” is defined in Section 12.

“Total Debt” means at any time the aggregate amount of all obligations of members of the Group for or in respect of Financial Indebtedness at that time but:

(a)excluding any such obligations to any other member of the Group,

(b)including in the case of Finance Leases only their capitalized value,

(c)excluding unrealized gains and losses on Treasury Transactions (including currency exchange gains and losses), and

(d)excluding any obligations in respect of performance bonds issued in the ordinary course of trading in respect of non-financial obligations to the extent such performance bonds are not called or enforced,

and so that no amount shall be included or excluded more than once

“Total Net Debt” means Total Debt less the aggregate amount of cash and Cash Equivalent Investments held by an Obligor at that time and so that no amount shall be included or excluded more than once.

“Transaction Costs” means all fees, costs and expenses incurred by the Obligors in connection with the Transaction Documents as set out in the Funds Flow Statement.

“Transaction Documents” means the Note Documents, the Bank Documents, the Articles and any other document designated as a Transaction Document by the Required Holders and the Issuer.

“Transaction Security” means the Security created or expressed to be created in favor of the Security Trustee pursuant to the Transaction Security Documents.

“Transaction Security Document” means the Debenture, the U.S. Security Agreement, the U.S. Share Pledge Agreement, and any other document entered into by any Obligor creating or expressed to create any Security over all or any part of any Obligor’s assets in respect of the obligations of any of the Obligors under any of the Note Documents.

“Treasury Transaction” means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

“UK Treaty Holder” means a holder of Notes which: (a) is resident (as defined in the appropriate double taxation agreement) in a country with which the United Kingdom has a double taxation agreement giving residents of that country a full exemption from United Kingdom taxation on interest; (b) is entitled to the benefit of the exemption in such a double

Schedule B-33

taxation agreement (subject to the completion of any necessary procedural formalities); and (c) does not carry on a business in the United Kingdom through a permanent establishment with which the payment is effectively connected.

“UK Treaty Passport” means a passport under the UK Treaty Passport Scheme.

“UK Treaty Passport Scheme” means the Double Taxation Treaty Passport Scheme for overseas corporate lenders introduced by HMRC on September 1, 2010.

“Unconditional Guarantee” is defined in Section 13.1.

“U.S. Bankruptcy Law” means the United States Bankruptcy Code of 1978 or any other United States federal or state bankruptcy, insolvency or similar law.

“U.S. Dollars” or “US$” means lawful money of the United States of America.

“U.S. Guarantor” means a Guarantor incorporated or formed under the laws of, or of any state (including the District of Columbia) of, the United States of America.

“U.S. Obligor” means an Obligor incorporated or formed under the laws of, or of any state (including the District of Columbia) of, the United States of America.

“U.S. Security Agreement” means the Security Agreement entered into by the Issuer, each Original Subsidiary Guarantor that is a U.S. Obligor and the Security Trustee on or before the date of the Closing, as the same may from time to time be amended, amended and restated, modified or supplemented.

“U.S. Share Pledge Agreement” means the Share Pledge Agreement entered into by the Issuer, Luxfer Overseas Holdings Limited, MFL Chemicals Inc. and the Security Trustee on or before the date of the Closing, as the same may from time to time be amended, amended and restated, modified or supplemented.

“USA Patriot Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Working Capital” means on any date Current Assets less Current Liabilities.

Schedule B-34

Schedule C

ORIGINAL SUBSIDIARY GUARANTORS

Name	Jurisdiction of Organization
Luxfer Group Limited (Registered No. 3944037)	England and Wales
Luxfer Group 2000 Limited (Registered No. 4027006)	England and Wales
MEL Chemicals Inc.	New Jersey
Magnesium Elektron North America Inc.	Delaware
Luxfer Gas Cylinders Limited (Registered No.3376625)	England and Wales
Luxfer Group Services Limited (Registered No. 3981395)	England and Wales
Magnesium Elektron Limited (Registered No. 3141950)	England and Wales
Luxfer Overseas Holdings Limited (Registered No. 3081726)	England and Wales
Luxfer Gas Cylinders China Holdings Limited (Registered No. 5165622)	England and Wales
Luxfer Inc.	Delaware
Hart Metals, Inc.	Delaware
Reade Manufacturing Company	Delaware

Schedule C-1

Exhibit 1(a)

[Form of Note]

BA Holdings, Inc.

Senior Secured Note Due June 15, 2018

No. R-[      ]	[Date]
US$[          ]	PPN: 05523* AA5

FOR VALUE RECEIVED, the undersigned, BA HOLDINGS, INC. (herein called the “Issuer”), a corporation organized and existing under the laws of Delaware, hereby promises to pay to [                    ], or registered assigns, the principal sum of [                ] U.S. DOLLARS (or so much thereof as shall not have been prepaid) on June 15, 2018, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 6.19% per annum from the date hereof, payable quarterly, on the 15th day of September, December, March and June in each year (each such date an “Interest Payment Date”), commencing with the September, December, March or June next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 8.19% and (ii) 2% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. from time to time in New York, New York as its “base” or “prime” rate, payable quarterly as aforesaid (or, at the option of the registered holder hereof, on demand).

In addition to the interest payable pursuant to the above paragraph, in the event that Leverage on the last day of any Relevant Period (a “Testing Date”) is greater than 2.50 to 1.0, there shall accrue on the unpaid principal balance of this Note additional interest (“Additional Interest”) at the rate of 0.75% per annum for each period (each such period an “Additional Interest Period”) commencing on the Interest Payment Date immediately prior to such Testing Date through the Interest Payment Date immediately after the first subsequent Testing Date on which Leverage equals or is less than 2.50 to 1.0. The Issuer shall pay, on each Interest Payment Date during each Additional Interest Period, all accrued and unpaid Additional Interest as of such Interest Payment Date.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of JPMorgan Chase Bank, N.A. in New York, New York or at such other place as the Issuer shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.

This Note is one of a series of Senior Secured Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as of May 13, 2011 (as from time to time amended, the “Note Purchase Agreement”), among the Issuer, Luxfer Holdings PLC, the

Exhibit 1(a)-1

respective Original Subsidiary Guarantors named therein and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 21 of the Note Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, accompanied by a written instrument of transfer duly executed by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Issuer may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Issuer will not be affected by any notice to the contrary.

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.

This Note shall be construed and enforced in accordance with, and the rights of the Issuer and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

BA HOLDINGS, INC.

By:

Name:

Title:

Exhibit 1(a)-2

Exhibit 1(b)(i)

Form of Joinder Agreement

JOINDER AGREEMENT

This Joinder Agreement (this “Joinder Agreement”), dated as of [             ], is executed by [        ], a [                   ] (the “Guarantor”), in favor of each of the holders from time to time of the Notes (as defined below) (collectively, the “Noteholders”) issued by BA Holdings, Inc. (the “Issuer”) pursuant to the Note Agreement (as defined below).

RECITALS

A.The Issuer, Luxfer Holdings PLC (the “Parent Guarantor”), and each of the parties listed in Schedule C thereto (the “Original Subsidiary Guarantors” and together with the Issuer and the Parent Guarantor, collectively, the “Obligors”), on the one hand, and each of the purchasers listed in Schedule A thereto (the “Purchasers”), on the other hand, entered into a Note Purchase Agreement, dated as of May 13, 2011 (as it may be amended, restated or otherwise modified from time to time, the “Note Agreement”), pursuant to which the Issuer issued Senior Secured Notes due June 15, 2018 in the aggregate principal amount of US$65,000,000 (the “Notes”) to the Purchasers.

B.The Guarantor and the Issuer are operated as part of one consolidated business entity and are directly dependent upon each other for and in connection with their respective business activities and their respective financial resources. The Guarantor will receive[, and has received,] direct and indirect economic and financial benefits from the indebtedness incurred under the Note Agreement and the Notes by the Issuer, and the incurrence of such indebtedness is or was in the best interests of the Guarantor. By agreeing to enter into this Joinder Agreement [and the Guarantee Agreement (as defined below)](1), the Guarantor will gain substantial financial and other benefits, both direct and indirect.

C.The Obligors have covenanted in the Note Agreement that joinder agreements shall be duly executed by certain Subsidiaries of the Parent Guarantor. Annex 1 hereto sets forth a list of the joinder agreements with respect to the Notes executed prior to the date of this Joinder Agreement.

[D.Concurrently herewith, the Guarantor is entering into a certain [Guarantee Agreement], dated the date hereof, pursuant to which the Guarantor is guaranteeing the obligations of the Issuer under the Notes, the Note Agreement and the other Note Documents (the “Guarantee Agreement”).](2)

(1) To be included if the Guarantor is organized in a jurisdiction outside the U.S.

(2) To be included if the Guarantor is organized in a jurisdiction outside the U.S.

Exhibit 1(b)(i)-1

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Guarantor hereby agrees with the Noteholders as follows:

1.Unless otherwise defined herein, all capitalized terms used herein and defined in the Note Agreement shall have the respective meanings given to those terms in the Note Agreement.

2.The Guarantor has received a copy of, and has reviewed, the Note Agreement as in existence on the date of this Joinder Agreement and is executing and delivering this Joinder Agreement to the Noteholders pursuant to Section 9.31 of the Note Agreement.

3.In accordance with the terms of Section 9.31 of the Note Agreement, the Guarantor, by the execution and delivery of this Joinder Agreement, does hereby agree to become, and does hereby become, (a) a party to the Note Agreement as a “Subsidiary Guarantor” and (b) bound by the terms and conditions, covenants and other agreements in the Note Agreement to be performed or observed by, or otherwise applicable to, Subsidiary Guarantors [except for the provisions of Section 13 of the Note Agreement](3) [including, without limitation, becoming jointly and severally liable with the other Guarantors for the Guaranteed Obligations as set forth in Section 13 of the Note Agreement](4). The Note Agreement is hereby, without any further action, amended to add the Guarantor as a “Subsidiary Guarantor” and signatory to the Note Agreement.

4.The Guarantor hereby makes, as of the date hereof and only as to itself in its capacity as a Subsidiary Guarantor under the Note Agreement and/or as a Subsidiary, each of the representations and warranties set forth in Section 5 of the Note Agreement that are applicable to a Subsidiary Guarantor and a Subsidiary (except that any representation and warranty made as of or with respect to a specific earlier date is made only as of such date)[, and the representations and warranties set forth in Section 13.8 of the Note Agreement](5).

5.The Guarantor hereby delivers to each of the Noteholders, contemporaneously with the delivery of this Joinder Agreement, each of the documents set forth on Annex 2 hereto.

6.Except as expressly supplemented hereby, the Note Agreement shall remain in full force and effect.

7.All communications and notices hereunder shall be in writing and given as provided in Section 19 of the Note Agreement. All communications and notices hereunder to the Guarantor shall be given to it at the address set forth under its signature hereto.

8.Any provision of this Joinder Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition

(3) To be included if the Guarantor is organized in a jurisdiction outside the U.S.

(4) To be included if the Guarantor is organized in the U.S.

(5) To be included if the Guarantor is organized in the U.S.

Exhibit 1(b)(i)-2

or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

9.This Joinder Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice of law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

10.This Joinder Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Guarantor.

11.This Joinder Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument. Delivery of an executed signature page hereto by facsimile or e-mail transmission shall be effective as delivery of a manually signed counterpart of this Joinder Agreement.

[Remainder of page intentionally left blank; next page is signature page]

Exhibit 1(b)(i)-3

IN WITNESS WHEREOF, the Guarantor has caused this Joinder Agreement to be executed on its behalf by its duly authorized officer or agent as of the date first above written.

Guarantor:

[                                  ].

By

Name:

Title:

Address for notices and other communications:

Exhibit 1(b)(i)-4

Annex 1

Joinder Agreements
Executed Prior to the Date of this Joinder Agreement

Existing Joinder Agreements:

[To be Completed]

Exhibit 1(b)(i)-5

Annex 2

Additional Documents

(a)A certified copy of the resolution of the board of directors or other governing body of the Guarantor approving the execution and delivery of this Joinder Agreement [and the Guarantee Agreement](6), the joinder of the Guarantor to the Note Agreement and the execution and delivery of any security document referred to in clause (d) below, and the performance of its obligations thereunder and authorizing the person or persons signing this Joinder Agreement [[and /,] the Guarantee Agreement](7) and any other documents to be delivered pursuant hereto to sign the same on behalf of the Guarantor.

(b)Authenticated signatures of the person or persons specified in the resolutions referred to in clause (a) above.

(c)The articles of incorporation or other constitutive documents of the Guarantor, certified as being in effect by the Guarantor’s Secretary or an Assistant Secretary or a director or other appropriate person (including, if relevant, copies of all amending resolutions or other amendments).

(d)Such security documents as the Required Holders may require, each in form and substance satisfactory to the Required Holders.

(e)An opinion or opinions of counsel in form and substance satisfactory to the Required Holders, confirming that (i) [this Joinder Agreement[, the Guarantee Agreement](8) and any security document referred to in clause (d) above has been duly authorized, executed and delivered by the Guarantor, (ii) this Joinder Agreement[, the Guarantee Agreement](9) and any such security document constitutes the legal, valid and binding contract and agreement of the Guarantor, enforceable in accordance with its terms (except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles), (iii) the execution, delivery and performance by the Guarantor of this Joinder Agreement[, the Guarantee Agreement]’(10) and any such security document do not (A) violate any law, rule or regulation applicable to the Guarantor, or (B) (1) conflict with or result in any breach of any of the provisions of or constitute a default under or result in the creation or imposition of any Security not permitted by the Note Agreement or (2) conflict with or result in any breach of any of the provisions of or constitute a default under (I) the provisions of the constitutive documents of the Guarantor, or (II) any agreement or other instrument to which the Guarantor is a party or by which it may be bound, and (iv) any Security granted under any such security document constitutes a valid, attached and perfected Security in favor of the Noteholders.

(6) To be included if the Guarantor is organized in a jurisdiction outside the U.S.

(7) To be included if the Guarantor is organized in a jurisdiction outside the U.S.

(8) To be included if the Guarantor is organized in a jurisdiction outside the U.S.

(9) To be included if the Guarantor is organized in a jurisdiction outside the U.S.

(10) To be included if the Guarantor is organized in a jurisdiction outside the U.S.

Exhibit 1(b)(i)-6

(f)Such other documents and evidence with respect to the Guarantor as the Required Holders may reasonably request in order to establish the existence and good standing of the Guarantor and the authorization of the transactions contemplated by this Joinder Agreement and any such security document.

Exhibit 1(b)(i)-7

Exhibit 1(b)(ii)

Form of English Guarantee Agreement

GUARANTEE AGREEMENT

This Guarantee Agreement, dated as of [                    , 20    ] (this “Guarantee Agreement”), is made by [                           ], a [                         ] (the “Guarantor”) in favor of the Purchasers (as defined below) and the other holders from time to time of the Notes (as defined below). The Purchasers and such other holders are herein collectively called the “holders” and individually a “holder.”

Preliminary Statements:

I.BA Holdings, Inc., a Delaware corporation (the “Issuer”), [Luxfer Holdings PLC (Registered No. 3690830), a public limited company organized under the laws of England and Wales / the Guarantor], [the Guarantor] and each of the [other] parties listed in Schedule C attached thereto [is entering][has entered] into a Note Purchase Agreement dated as of May 13, 2011 (as amended, modified, supplemented or restated from time to time, the “Note Agreement”) with the Persons listed in Schedule A attached thereto (collectively, the “Purchasers”) [simultaneously with the delivery of this Guarantee Agreement]. Capitalized terms used herein have the meanings specified in the Note Agreement unless otherwise defined herein.

II.Pursuant to the Note Agreement, the Issuer [proposes to issue and sell][has issued and sold] US$65,000,000 aggregate principal amount of Senior Secured Notes due June 15, 2018 (collectively, the “Initial Notes”). The Initial Notes and any other Notes that may from time to time be issued pursuant to the Note Agreement (including any notes issued in substitution for any of the Notes) are herein collectively called the “Notes” and individually a “Note”.

III.[It is a condition to the agreement of the Purchasers to purchase the Notes that this Guarantee Agreement shall have been executed and delivered by the Guarantor and shall be in full force and effect.][Pursuant to the Note Agreement, the Obligors are required to cause the Guarantor to deliver this Guarantee Agreement to the holders and to enter into a certain Joinder Agreement, dated the date hereof, pursuant to which the Guarantor shall become a party to the Note Agreement (the “Joinder Agreement”).]

IV.The Guarantor and the Issuer are operated as part of one consolidated business entity and are directly dependent upon each other for and in connection with their respective business activities and their respective financial resources. The Guarantor will receive[, and has received,] direct and indirect economic and financial benefits from the indebtedness incurred under the Note Agreement and the Notes by the Issuer, and the incurrence of such indebtedness is or was in the best interests of the Guarantor. By agreeing to enter into this Guarantee

Exhibit 1(b)(ii)-1

Agreement and the Joinder Agreement, the Guarantor will gain substantial financial and other benefits, both direct and indirect.

NOW THEREFORE, in [order to induce][compliance with the Note Agreement], and in consideration of, the execution and delivery of the Note Agreement and the purchase of the Notes by each of the Purchasers, the Guarantor hereby covenants and agrees with, and represents and warrants to each of the holders as follows:

Section 1. GUARANTEE.

The Guarantor hereby irrevocably and unconditionally, and jointly and severally with the other Guarantors, guarantees to each holder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become owing by the Issuer to the holders under the terms and provisions of the Notes, the Note Agreement, any other Note Document or any other instrument referred to therein (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guarantee in the preceding sentence is an absolute, present and continuing guarantee of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Issuer or any other Obligor or guarantor of the Notes or upon any other action, occurrence or circumstance whatsoever. In the event that the Issuer shall fail so to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor agrees that the Notes issued in connection with the Note Agreement may (but need not) make reference to this Guarantee Agreement.

The Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by the Guarantor or by the Issuer of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guarantee Agreement, the Notes, the Note Agreement, any other Note Document or any other instrument referred to therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Guarantee Agreement, the Notes, the Note Agreement, any other Note Document or any other instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Guarantee Agreement, provided, that the Guarantor

Exhibit 1(b)(ii)-2

shall not be liable for any damage, loss, cost or expense arising out of the gross negligence or willful misconduct of any holder.

The Guarantor further irrevocably and unconditionally indemnifies each holder immediately on demand against any cost, loss or liability suffered by such holder if any payment obligation guaranteed by it is or becomes unenforceable, invalid or illegal; the amount of the loss or liability under this indemnity will be equal to the amount such holder would otherwise have been entitled to recover.

The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the Guaranteed Obligations, including [the Parent Guarantor] and any [other] Subsidiary Guarantor.

Anything herein or in the Notes, the Note Agreement, any other Note Document or any other instrument referred to therein to the contrary notwithstanding, the maximum liability of the Guarantor hereunder and under the Notes and the Note Agreement shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable laws relating to the insolvency of debtors.

The Guarantor agrees that the obligations under and in respect of the Notes, the Note Agreement and the other Note Documents may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing this Guarantee Agreement or affecting the rights and remedies of any holder hereunder.

Section 2. OBLIGATIONS ABSOLUTE.

The obligations of the Guarantor hereunder shall be primary, absolute, irrevocable and unconditional, irrespective of the validity or enforceability of the Notes, the Note Agreement, any other Note Document or any other instrument referred to therein, shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim the Guarantor may have against the Issuer or any holder or otherwise, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not the Guarantor shall have any knowledge or notice thereof), including, without limitation: (a) any amendment to, modification of, supplement to or restatement of the Notes, the Note Agreement, any other Note Document or any other instrument referred to therein (it being agreed that the obligations of the Guarantor hereunder shall apply to the Notes, the Note Agreement, the other Note Documents and any such other instrument as so amended, modified, supplemented or restated) or any assignment or transfer of any thereof or of any interest therein, or any furnishing, acceptance or release of any security for the Notes or the addition, substitution or release of any other Guarantor or any other entity or other Person primarily or secondarily liable in respect of the Guaranteed Obligations; (b) any waiver, consent, extension, indulgence or other action or inaction under or in respect of the Notes, the Note Agreement, any other Note Document or any other instrument referred to therein; (c) any bankruptcy, insolvency, arrangement, reorganization, readjustment, composition, liquidation or

Exhibit 1(b)(ii)-3

similar proceeding with respect to the Issuer or its property; (d) any merger, amalgamation or consolidation of the Guarantor or of the Issuer into or with any other Person or any sale, lease or transfer of any or all of the assets of the Guarantor or of the Issuer to any Person; (e) any failure on the part of the Issuer for any reason to comply with or perform any of the terms of any other agreement with the Guarantor; (f) any failure on the part of any holder to obtain, maintain, register or otherwise perfect any security; or (g) any other event or circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (whether or not similar to the foregoing), and in any event however material or prejudicial it may be to the Guarantor or to any subrogation, contribution or reimbursement rights the Guarantor may otherwise have. The Guarantor covenants that its obligations hereunder will not be discharged except by indefeasible payment in full in cash of all of the Guaranteed Obligations and all other obligations hereunder.

Section 3.WAIVER.

The Guarantor unconditionally waives to the fullest extent permitted by law, (a) notice of acceptance hereof, of any action taken or omitted in reliance hereon and of any default by the Issuer in the payment of any amounts due under the Notes, the Note Agreement, any other Note Document or any other instrument referred to therein, and of any of the matters referred to in Section 2 hereof, (b) all notices which may be required by statute, rule of law or otherwise to preserve any of the rights of any holder against the Guarantor, including, without limitation, presentment to or demand for payment from the Issuer or the Guarantor with respect to any Note, notice to the Issuer or to the Guarantor of default or protest for nonpayment or dishonor and the filing of claims with a court in the event of the bankruptcy of the Issuer, (c) any right to require any holder to enforce, assert or exercise any right, power or remedy including, without limitation, any right, power or remedy conferred in the Note Agreement, the Notes or any other Note Document, (d) any requirement for diligence on the part of any holder and (e) any other act or omission or thing or delay in doing any other act or thing which might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor or in any manner lessen the obligations of the Guarantor hereunder.

Section 4. OBLIGATIONS UNIMPAIRED.

The Guarantor authorizes the holders, without notice or demand to the Guarantor and without affecting its obligations hereunder, from time to time, in accordance with the provisions of the relevant Note Document or other instrument: (a) to renew, compromise, extend, accelerate or otherwise change the time for payment of, all or any part of the Notes, the Note Agreement, any other Note Document or any other instrument referred to therein; (b) to change any of the representations, covenants, events of default or any other terms or conditions of or pertaining to the Notes, the Note Agreement, any other Note Document or any other instrument referred to therein, including, without limitation, decreases or increases in amounts of principal, rates of interest, the Make-Whole Amount or any other obligation; (c) to take and hold security for the payment of the Notes, the Note Agreement, any other Note Document or any other instrument referred to therein, for the performance of this Guarantee Agreement or otherwise for the Guaranteed Obligations and to exchange, enforce, waive, subordinate and release any such

Exhibit 1(b)(ii)-4

security; (d) to apply any such security and to direct the order or manner of sale thereof as the holders in their sole discretion may determine; (e) to obtain additional or substitute endorsers or guarantors or release any other Guarantor or any other Person or entity primarily or secondarily liable in respect of the Guaranteed Obligations; (f) to exercise or refrain from exercising any rights against the Issuer and others, including [the Parent Guarantor and] any [other] Subsidiary Guarantor; and (g) to apply any sums, by whomsoever paid or however realized, to the payment of the Guaranteed Obligations and all other obligations owed hereunder. The holders shall have no obligation to proceed against [the Parent Guarantor or] any [other] Subsidiary Guarantor or any additional or substitute endorsers or guarantors or to pursue or exhaust any security provided by the Issuer, the Guarantor, [the Parent Guarantor or] any [other] Subsidiary Guarantor or any other Person or to pursue any other remedy available to the holders.

If an event permitting the acceleration of the maturity of the principal amount of any Notes shall exist and such acceleration shall at such time be prevented or the right of any holder to receive any payment on account of the Guaranteed Obligations shall at such time be delayed or otherwise affected by reason of the pendency against the Issuer, the Guarantor or any other guarantors of a case or proceeding under a bankruptcy or insolvency law, the Guarantor agrees that, for purposes of this Guarantee Agreement and its obligations hereunder, the maturity of such principal amount shall be deemed to have been accelerated with the same effect as if the holder thereof had accelerated the same in accordance with the terms of the Note Agreement, and the Guarantor shall forthwith pay such accelerated Guaranteed Obligations.

Section 5. SUBROGATION AND SUBORDINATION.

(a)The Guarantor will not be entitled to and will not exercise any rights which it may have acquired by way of subrogation under this Guarantee Agreement, by any payment made hereunder or otherwise, or accept any payment on account of such subrogation rights, nor will the Guarantor seek or be entitled to seek any reimbursement, contribution or indemnity from the Issuer, [the Parent Guarantor,] any [other] Subsidiary Guarantor or any other Person, nor seek or be entitled to seek any rights or recourse to any security for the Notes or this Guarantee Agreement, in each case unless and until all of the Guaranteed Obligations shall have been indefeasibly paid in full in cash.

(b)The Guarantor hereby subordinates the payment of all Financial Indebtedness and other obligations of the Issuer, [the Parent Guarantor,] any [other] Subsidiary Guarantor or any other guarantor of the Guaranteed Obligations owing to the Guarantor, whether now existing or hereafter arising, including, without limitation, all rights and claims described in clause (a) of this Section 5, to the indefeasible payment in full in cash of all of the Guaranteed Obligations. If the Required Holders so request, any such Financial Indebtedness or other obligations shall be enforced and performance received by the Guarantor as trustee for the holders and the proceeds thereof shall be paid over to the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of the Guarantor under this Guarantee Agreement.

Exhibit 1(b)(ii)-5

(c)If any amount or other payment is made to or accepted by the Guarantor in violation of any of the preceding clauses (a) and (b) of this Section 5, such amount shall be deemed to have been paid to the Guarantor for the benefit of, and held in trust for the benefit of, the holders and shall be paid over to the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of the Guarantor under this Guarantee Agreement.

(d)The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Note Agreement and that its agreements set forth in this Guarantee Agreement (including this Section 5) are knowingly made in contemplation of such benefits.

Section 6. REINSTATEMENT OF GUARANTEE.

This Guarantee Agreement shall continue to be effective, or be reinstated, as the case may be, if and to the extent at any time payment, in whole or in part, of any of the sums due to any holder on account of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by a holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Issuer or any other guarantors, or upon or as a result of the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to the Issuer or any other guarantors or any part of its or their property, or otherwise, all as though such payments had not been made.

Section 7. REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR.

The Guarantor now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Issuer. No holder shall have any duty or responsibility to provide the Guarantor with any credit or other information concerning the affairs, financial condition or business of the Issuer which may come into possession of the holders. The Guarantor is executing and delivering this Guarantee Agreement and each other Note Document to which it is a party without reliance upon any representation by the holders including, without limitation, with respect to (a) the due execution, validity, effectiveness or enforceability of any instrument, document or agreement evidencing or relating to any of the Guaranteed Obligations or any loan or other financial accommodation made or granted to the Issuer, (b) the validity, genuineness, enforceability, existence, value or sufficiency of any property securing any of the Guaranteed Obligations or the creation, perfection or priority of any lien or security interest in such property or (c) the existence, number, financial condition or creditworthiness of other guarantors or sureties, if any, with respect to any of the Guaranteed Obligations.

Exhibit 1(b)(ii)-6

Section 8. TERM OF GUARANTEE AGREEMENT.

This Guarantee Agreement and all guarantees, covenants and agreements of the Guarantor contained herein shall continue in full force and effect and shall not be discharged until such time as all of the Guaranteed Obligations and all other obligations hereunder shall be indefeasibly paid in full in cash and shall be subject to reinstatement pursuant to Section 6.

Section 9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained herein shall survive the execution and delivery of this Guarantee Agreement and may be relied upon by any subsequent holder, regardless of any investigation made at any time by or on behalf of any Purchaser or any other holder. All statements contained in any certificate or other instrument delivered by or on behalf of the Guarantor pursuant to this Guarantee Agreement shall be deemed representations and warranties of the Guarantor under this Guarantee Agreement. Subject to the preceding sentence, this Guarantee Agreement embodies the entire agreement and understanding between each holder and the Guarantor and supersedes all prior agreements and understandings relating to the subject matter hereof.

Section 10.AMENDMENT AND WAIVER.

10.1Requirements. This Guarantee Agreement may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of the Guarantor and the Required Holders, except that no amendment or waiver (a) of any of the provisions of Section 1, 2, 3, 4, 5, 6, 8, 10 or 12.7 hereof, or any defined term (as it is used therein), or (b) which results in the limitation of the liability of the Guarantor hereunder will be effective as to any holder unless consented to by such holder in writing.

10.2 Solicitation of Holders of Notes.

(a)Solicitation. The Guarantor will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof. The Guarantor will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10.2 to each holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.

(b)Payment. The Guarantor will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder as

Exhibit 1(b)(ii)-7

consideration for or as an inducement to the entering into by any holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each holder even if such holder did not consent to such waiver or amendment.

(c)Consent in Contemplation of Transfer. Any consent made pursuant to this Section 10.2 by the holder of any Note that has transferred or has agreed to transfer such Note to an Obligor (including the Guarantor) or any Affiliate of an Obligor and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such transferring holder.

10.3 Binding Effect. Any amendment or waiver consented to as provided in this Section 10 applies equally to all holders and is binding upon them and upon each future holder and upon the Guarantor without regard to whether any Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantor and the holder nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder. As used herein, the term “this Guarantee Agreement” and references thereto shall mean this Guarantee Agreement as it may be amended, modified, supplemented or restated from time to time.

10.4 Notes Held by Issuer, etc. Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guarantee Agreement, or have directed the taking of any action provided herein to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by any Obligor (including the Guarantor) or any Affiliate of an Obligor shall be deemed not to be outstanding.

Section 11. NOTICES; ENGLISH LANGUAGE.

All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent:

(a)if to the Guarantor, to [                                                           ], or such other address as the Guarantor shall have specified to the holders in writing, or

Exhibit 1(b)(ii)-8

(b)if to any holder, to such holder at the addresses specified for such communications set forth in Schedule A to the Note Agreement, or such other address as such holder shall have specified to the Guarantor in writing.

Each document, instrument, financial statement, report, notice or other communication delivered in connection with this Guarantee Agreement shall be in English or accompanied by an English translation thereof.

This Guarantee Agreement has been prepared and signed in English and the Guarantor agrees that the English version hereof (to the maximum extent permitted by applicable law) shall be the only version valid for the purpose of the interpretation and construction hereof and thereof notwithstanding the preparation of any translation into another language hereof or thereof, whether official or otherwise or whether prepared in relation to any proceedings which may be brought in [                                ] or any other jurisdiction in respect hereof or thereof.

Section 12. MISCELLANEOUS.

12.1 Successors and Assigns. All covenants and other agreements contained in this Guarantee Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns whether so expressed or not.

12.2 Severability. Any provision of this Guarantee Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law), not invalidate or render unenforceable such provision in any other jurisdiction.

12.3 Construction. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such express contrary provision) be deemed to excuse compliance with any other covenant. Whether any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

The section and subsection headings in this Guarantee Agreement are for convenience of reference only and shall neither be deemed to be a part of this Guarantee Agreement nor modify, define, expand or limit any of the terms or provisions hereof. All references herein to numbered sections, unless otherwise indicated, are to sections of this Guarantee Agreement. Words and definitions in the singular shall be read and construed as though in the plural and vice versa, and words in the masculine, neuter or feminine gender shall be read and construed as though in either of the other genders where the context so requires.

Exhibit 1(b)(ii)-9

12.4 Further Assurances. The Guarantor agrees to execute and deliver all such instruments and take all such action as the Required Holders may from time to time reasonably request in order to effectuate fully the purposes of this Guarantee Agreement.

12.5 Governing Law. This Guarantee Agreement and any non-contractual obligations arising out of or in connection with it shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of England and Wales.

12.6 Jurisdiction.

(a)The English courts have exclusive jurisdiction to settle any dispute in connection with this Guarantee Agreement, including a dispute relating to any non- contractual obligation arising out of or in connection with this Guarantee Agreement.

(b)The English courts are the most appropriate and convenient courts to settle any such dispute and the Guarantor waives objection to those courts on the grounds of inconvenient forum or otherwise in relation to proceedings in connection with this Guarantee Agreement.

(c)This Section 12.6 is for the benefit of the holders of Notes only. To the extent allowed by law, the Required Holders may take:

(1)proceedings in any other court; and

(2)concurrent proceedings in any number of jurisdictions.

12.7 Obligation to Make Payment in U.S. Dollars. Any payment on account of an amount that is payable hereunder in U.S. Dollars which is made to or for the account of any holder in any other currency, whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of the Guarantor, shall constitute a discharge of the obligation of the Guarantor under this Guarantee Agreement only to the extent of the amount of U.S. Dollars which such holder could purchase in the foreign exchange markets in London, England, with the amount of such other currency in accordance with normal banking procedures at the rate of exchange prevailing on the London Banking Day following receipt of the payment first referred to above. If the amount of U.S. Dollars that could be so purchased is less than the amount of U.S. Dollars originally due to such holder, the Guarantor agrees to the fullest extent permitted by law, to indemnify and save harmless such holder from and against all loss or damage arising out of or as a result of such deficiency. This indemnity shall, to the fullest extent permitted by law, constitute an obligation separate and independent from the other obligations contained in this Guarantee Agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by such holder from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under any judgment or order. As used herein the term “London Banking Day” shall mean any day other than Saturday or Sunday or a

Exhibit 1(b)(ii)-10

day on which commercial banks are required or authorized by law to be closed in London, England.

12.8 Reproduction of Documents; Execution. This Guarantee Agreement may be reproduced by any holder by any photographic, photostatic, electronic, digital, or other similar process and such holder may destroy any original document so reproduced. The Guarantor agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such holder in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 12.8 shall not prohibit the Guarantor or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction. A facsimile or electronic transmission of the signature page of the Guarantor shall be as effective as delivery of a manually executed counterpart hereof and shall be admissible into evidence for all purposes.

[Remainder of page intentionally left blank; next page is signature page]

Exhibit 1(b)(ii)-11

IN WITNESS WHEREOF, the Guarantor has caused this Guarantee Agreement to be duly executed and delivered as of the date and year first above written.

[NAME OF GUARANTOR]

By:

Name:

Title:

Exhibit 1(b)(ii)-1

Exhibit 4.4(a)(i)

Form of Opinion of U.S. Special Counsel for the Obligors

See attached

Final form subject to no change in status between signing and closing

                  , 2011

To the Note Purchasers
listed in Schedule 1 hereto
(the “Note Purchasers”)

c/o

Ladies and Gentlemen:

We have acted as special New York counsel for (i) BA Holdings, Inc., a Delaware corporation (the “Company”), (ii) Luxfer Holdings PLC (Registered No. 3690830), a public limited company organized under the laws of England and Wales (“Parent Guarantor”), and (iii) each of the parties listed in Schedule 2 hereto (each an “Original Subsidiary Guarantor”) in connection with the Note Purchase Agreement, dated as of May [·], 2011 (the “Note Purchase Agreement”), among the Company, the Parent Guarantor, the Original Subsidiary Guarantors and the Note Purchasers. The Company, the Parent Guarantor and the Original Subsidiary Guarantors are referred to herein collectively as the “Obligors”; the Company, Luxfer Inc., a Delaware corporation, Hart Metals, Inc., a Delaware corporation, Reade Manufacturing Company, a Delaware corporation, and Magnesium Elektron North America Inc., a Delaware corporation, are referred to herein collectively as the “DE Obligors”; and the DE Obligors and MEL Chemicals Inc., a New Jersey corporation (“MEL Chemicals”), are referred to herein collectively as the “U.S. Obligors”. This opinion is delivered to you pursuant to Section [4.4] of the Note Purchase Agreement. Capitalized terms used herein that are defined in, or by reference in, the Note Purchase Agreement have the meanings assigned to such terms therein, or by reference therein, unless otherwise defined herein. The Uniform Commercial Code of the State of New York is referred to herein as the “NYUCC.” Terms used herein that are defined in Articles 8 and 9 of the NYUCC and not otherwise defined herein have the meanings assigned to such terms therein. The Uniform Commercial Code of the State of Delaware is referred to herein as the “DEUCC.” “UCC” means the NYUCC and the DEUCC, as applicable. With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

In connection with this opinion, we have (i) investigated such questions of law, (ii) examined originals, or certified, conformed or reproduction copies, of such documents and records of each Obligor, such certificates of public officials and such other documents, and (iii) received such information from officers and representatives of each Obligor and others, as we have deemed necessary or appropriate for the purposes of this

opinion. We have examined, among other documents, the following (each dated [closing date to be inserted], unless otherwise noted):

(a)An executed copy of the Note Purchase Agreement, dated May [·], 2011;

(b)An executed copy of each of the Senior Secured Notes (the “Notes”) issued by the Company on the date hereof pursuant to the Note Purchase Agreement;

(c)An executed copy of the Security Agreement (the “U.S. Security Agreement”) between the U.S. Obligors and the Security Trustee, as security trustee for the Note Purchasers and the other Secured Parties (in each case where used herein, as defined in the Intercreditor Deed) (in such capacity, the “Security Trustee”);

(d)An executed copy of the Share Pledge Agreement (the “U.S. Pledge Agreement”) between the Company, MEL Chemicals, and Luxfer Overseas Holdings Limited, a company incorporated in England and Wales with company number 3081726 (“Overseas Holdings” and, together with the Company and MEL Chemicals, the “Pledgors”) and the Security Trustee;

(e)An executed copy of the Intercreditor Deed (the “Intercreditor Deed”), dated May [·], 2011, between Parent Guarantor, the Company, the Original Subsidiary Guarantors, the Security Trustee, the Note Purchasers and the other agents and financial institutions listed on the signature pages thereto;

(f)Unfiled copies of financing statements on form UCC-1 (the “DE Financing Statements”) naming each of the DE Obligors as debtor and the Security Trustee as secured party, copies of which are attached hereto as Exhibit A, which DE Financing Statements we understand are to be filed with the Office of the Secretary of State of the State of Delaware, Uniform Commercial Code Section (the “DE Filing Office”);

(g)The Secretary’s Certificate of each DE Obligor delivered to us in connection with this opinion, a copy of which is attached hereto as Exhibit B; and

(h)The Officer’s Certificate of the Company delivered to us in connection with this opinion, a copy of which is attached hereto as Exhibit C.

The documents referred to in items (a) through (d) above are referred to herein collectively as the “NY Law Financing Documents”; the NY Law Financing Documents and the Intercreditor Deed are referred to herein collectively as the “Financing Documents”; and the documents referred to in items (a) through (h) above are referred to herein collectively as the “Documents”.

In all such examinations, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified copies of all copies submitted to us as conformed or facsimile, electronic or photo static copies. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, statements and representations contained in the Documents and certificates and other information of or from representatives of each Obligor and others and assume compliance on the part of all parties to the Documents with their covenants and agreements contained therein. With respect to the opinions expressed in paragraph 1 below, we have relied solely upon certificates of public officials. The opinions expressed in clause (b) of paragraph 4 below are limited to our review of only those laws and regulations that, in our experience, are normally applicable to borrowers and guarantors in transactions of the type contemplated by the Financing Documents.

To the extent it may be relevant to the opinions expressed herein, we have assumed (i) that all of the parties to the Financing Documents (other than the DE Obligors) are validly existing and in good standing under the laws of their respective jurisdictions of organization and have the power and authority to execute and deliver the Financing Documents, to perform their obligations thereunder and to consummate the transactions contemplated thereby, (ii) that the Financing Documents have been duly authorized, executed and delivered by all of the parties thereto (other than the DE Obligors), (iii) that the Financing Documents constitute valid and binding obligations of all the parties thereto (other than the Obligors), enforceable against such parties in accordance with their respective terms, and (iv) that all of the parties to the Financing Documents comply with all laws applicable thereto (including without limitation the laws of England and Wales and the State of New Jersey).

Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that:

1.Each DE Obligor is a corporation validly existing and in good standing under the laws of the State of Delaware.

2.Each DE Obligor has the requisite corporate power, and has taken all corporate action necessary to authorize it, to execute and deliver each of the Financing Documents to which it is a party, to perform its obligations thereunder and to grant the security interests pursuant to the Financing Documents to which it is a party.

3.Each DE Obligor has duly executed and delivered each of the Financing Documents to which it is a party.

4.The execution and delivery by each Obligor of the Financing Documents to which it is a party and the performance by each Obligor of its obligations thereunder,

(a)solely with respect to each DE Obligor, do not contravene any provision of the certificate of incorporation or by-laws of such DE Obligor, and

(b)do not violate the laws, or regulations of any governmental agency or authority, of the United States of America or the State of New York or, in the case of the DE Obligors, the provisions of the Delaware General Corporation Law applicable to such Obligor or its property and do not require under such laws or regulations any filing or registration by such Obligor with, or approval or consent to such Obligor of, any such governmental agency or authority that has not been made or obtained except (i) those required in the ordinary course of business after the date hereof in connection with the performance by such Obligor of its obligations under certain covenants contained in the Financing Documents, (ii) to perfect or release security interests or other liens thereunder, and (iii) pursuant to securities and other laws that may be applicable to the disposition of any collateral subject thereto; it being understood that the opinion in this paragraph 4 does not address any federal or state securities or “blue sky” laws or rules and regulations.

5.Each of the NY Law Financing Documents is a valid and binding obligation of each Obligor that is a party thereto enforceable against such Obligor in accordance with its terms.

6.The issuance and sale of the Notes contemplated by the Note Purchase Agreement and the application of the proceeds thereof as provided therein do not violate Regulations T, U or X of the Board of Governors of the Federal Reserve System.

7.No Obligor is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

8.Each of the U.S. Security Agreement and the U.S. Pledge Agreement creates in favor of the Security Trustee for the benefit of the Secured Parties (as defined in [ ]) , as security for the Secured Obligations (as defined in the U.S. Security Agreement and U.S. Pledge Agreement, respectively), a valid security interest in all the U.S. Obligors’ rights, title and interest in the Collateral (as defined in the Security Agreement and the U.S. Pledge Agreement, respectively) in which a security interest may be created under Article 9 of the NYUCC (the “Article 9 Collateral”).

9.Upon filing of the DE Financing Statements with the DE Filing Office, the Security Trustee will have a perfected security interest in the DE Obligors’ rights in that portion of the Article 9 Collateral described in the DE Financing Statements in which a security interest may be perfected by filing a financing statement under the DEUCC.

10.The U.S. Pledge Agreement, together with physical delivery of the certificates representing the shares of stock identified on Schedule I to the U.S. Pledge Agreement (the “Pledged Securities”) accompanied by an effective indorsement to the Security Trustee or in blank, to the Security Trustee in the State of New York, creates in favor of the Security Trustee a valid and perfected security interest in the U.S. Obligors’ rights in the Pledged Securities. Assuming the Security Trustee (and each of the Secured Parties) acquires its interest in the Pledged Securities without notice of any adverse claim and that each of the Pledged Securities is

either in bearer form or is in registered form issued in the name of the Security Trustee or accompanied by an effective indorsement to the Security Trustee or in blank, the Security Trustee will acquire its security interest in the Pledged Securities free of any adverse claim.

11.Based upon and assuming (i) the accuracy of the Company’s and each of the other Obligors’ representations and warranties contained in Section 5 of the Note Purchase Agreement and (ii) the accuracy of the Note Purchasers’ representations and warranties contained in Section 6 of the Note Purchase Agreement neither the Company nor any of the other Obligors are required to register the Notes (or the related guarantees thereof) under the Securities Act of 1933, as amended, or qualify an indenture under the Trust Indenture Act of 1939, as amended, in connection with the sale of the Notes to the Note Purchasers in the manner and under the circumstances contemplated by the Note Purchase Agreement; it being understood that no opinion is expressed as to any subsequent resale of any Notes.

We have assumed for purposes of our opinions in paragraphs 8 through 10 the following:

(i)each of the relevant Obligors has (or has the power to transfer) sufficient rights in the Collateral (as defined in the U.S. Security Agreement and the U.S. Pledge Agreement, respectively) for the security interest in favor of the Security Trustee to attach; and value has been given by the Note Purchasers to each of the relevant Obligors for the security interest granted by each such Obligor in the Collateral (as defined in the U.S. Security Agreement and the U.S. Pledge Agreement, respectively);

(ii)that (x) the certificate of incorporation of each DE Obligor has not been amended, (y) the name and jurisdiction of organization of each DE Obligor is true and accurate in accordance with the records of the Secretary of State of the State of Delaware and (z) there are no proceedings for the merger, consolidation, dissolution, liquidation, termination, change of jurisdiction of organization or change of name of any DE Obligor;

(iii)the Security Trustee (or any bailee of the Security Trustee) is not acting as a securities intermediary in connection with any of the Collateral (as defined in the U.S. Security Agreement and the U.S. Pledge Agreement, respectively) or the Financing Documents; and

(iv)the Obligors do not control, are not controlled by, and are not under common control with, the Security Trustee (or any bailee of the Security Trustee); the Security Trustee, or any bailee that has acknowledged in an authenticated record that it is holding on behalf of the Security Trustee, retains continuous and exclusive possession in the State of New York of the Pledged Securities and has possession of such items solely on behalf of the Secured Parties and not any other person; the Pledged Securities are the only certificates issued and outstanding with respect to the shares of capital stock intended to be represented thereby; and the Pledged

Securities (other than those issued by Delaware corporations) are certificated securities.

The opinions set forth above are subject to the following qualifications:

(A)We express no opinion as to:

(i)the validity, binding effect or enforceability of any provision in any Financing Document:

(a)relating to (I) forum selection or submission to jurisdiction (including any waiver of any objection to venue in any court or that a court is an inconvenient forum) to the extent that the validity, binding effect or enforceability of such provision is to be considered by any court other than a court of the State of New York, or (II) choice of governing law to the extent that the validity, binding effect or enforceability of such provision (x) is to be considered by any court other than a court of the State of New York or a federal court sitting in the State of New York, in each case applying the choice of law rules of the State of New York, or (y) is contrary to the governing law provided in Sections 1-105(2), 8-110 or 9-301 to 9-306 of the NYUCC, or (III) service of process, or (IV) waivers of any rights to trial by jury;

(b)relating to indemnification, contribution or exculpation (I) in connection with violations of applicable laws, statutory duties or public policy, or (II) in connection with willful, reckless or unlawful acts or gross negligence of the indemnified or exculpated party or the party receiving contribution, or (III) under circumstances involving the negligence of the indemnified or exculpated party or the party receiving contribution in which a court might determine the provision to be unfair or insufficiently explicit;

(c)specifying that provisions thereof may be modified or waived only in writing;

(d)that purports to give any person the power to accelerate obligations, foreclose on collateral or require additional collateral at will or without notice to the Obligors;

(e)relating to payment of late charges, interest (or discount or equivalent amounts), premium, “make-whole” payments, collection costs or fees at a rate or in an amount, after or upon the maturity or acceleration of the liabilities evidenced or secured thereby or after or during the continuance of any default or other circumstance, or upon prepayment, that a court would determine in the circumstances to be unreasonable, a penalty or a forfeiture;

(f)relating to any purported waiver, release or variation of rights or other agreement to similar effect (all of the foregoing, collectively, a “Waiver”) by any Obligor under any of the Financing Documents to the extent limited by Sections 1-102(3) of the NYUCC or other provisions of applicable law (including judicial decisions), or to the extent that such a Waiver applies to a right, claim, duty, ground for discharge or release of, or defense available to, an obligor generally or as a guarantor or co-obligor or otherwise available as a matter of law (including judicial decisions), except to the extent that such a Waiver is effective under and is not prohibited by Sections 9-602 or 9-603 of the NYUCC or other applicable law (including judicial decisions);

(g)that purports to create a trust, power of attorney or other fiduciary relationship;

(h)providing for payments by an Obligor in a currency other than U.S. dollars to the extent that a court will under applicable law convert a judgment rendered in such other currency into U.S. dollars;

(i)that purports to limit the ability of any Obligor or any other person to transfer any of its right, title or interest in or to any collateral, to the extent contemplated by Section 9-401 of the NYUCC or other applicable law regarding restraints on alienation;

(j)relating to third party beneficiary rights of the Note Purchasers, the Security Trustee or other persons;

(ii)the effect of any law of any jurisdiction other than the State of New York wherein any party to the Financing Documents may be located or wherein enforcement of any Financing Document may be sought that limits the rates of interest legally chargeable or collectible;

(iii)the right, title or interest of any Obligor (or the power of any Obligor to transfer rights) in or to any collateral under the Financing Documents or any other property; whether any property constitutes a particular type of collateral under the DEUCC or NYUCC; or the validity or effectiveness for any purpose of any such collateral or any other property;

(iv)(x) except as expressly stated in paragraphs 8 through 10 above, the creation, attachment, validity, binding effect, enforceability or perfection of any security interest, pledge, lien, mortgage or other encumbrance that may be created under any of the Financing Documents, or (y) except as expressly stated in the second sentence of paragraph 10 above, the priority or other effect of perfection or non-perfection of any security interest created under any of the Financing Documents;

(v)the creation, attachment, validity, binding effect, enforceability, perfection, priority or other effect of perfection or non-perfection of any security interest in: (1) the proceeds of any collateral other than in accordance with, and subject to the limitations set forth in, Section 9-315 of the NYUCC, (2) goods that are accessions to, or commingled or processed with, other goods other than in accordance with, and subject to the limitations set forth in, Section 9-335 or 9-336 of the NYUCC, (3) any item of collateral subject to a certificate-of-title statute or other statute, regulation or treaty set forth in Section 9-311(a) of the NY UCC, (4) consumer goods, (5) commercial tort claims, (6) rights to demand payment or performance under a letter of credit, (7) commodity accounts or commodity contracts, (8) as extracted collateral, (9) farm products, (10) goods that are or are to become fixtures, (11) health care insurance receivables, (12) manufactured homes, (13) standing timber or timber to be cut, (14) cooperative apartment interests, (15) any item of collateral that is subject to restriction on or prohibition against transfer (except to the extent rendered ineffective by Sections 9-401, 9-406, 9-407, 9-408 or 9-409 of the NYUCC) contained in an agreement, instrument, document or applicable law governing, evidencing or otherwise relating to such item, or (16) any obligations of the United States of America, a state, a foreign country or any other governmental unit;

(vi)any filings or other actions required after the date of this opinion to maintain the perfection, priority or other effect of perfection of the security interests under the Financing Documents in any collateral; and

(vii)any agreement, instrument or other document referred to, or incorporated by reference, in any of the Financing Documents, other than the Financing Documents listed in this opinion letter.

(B)Our opinions are subject to (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (including, without limitation, standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits on the availability of equitable remedies), whether considered in a proceeding at law or in equity, and (iii) the qualification that certain provisions of the Financing Documents (other than the Notes) may be unenforceable in whole or in part, but the inclusion of such provisions does not affect the validity as against any Obligor of the Financing Documents as a whole, and the Financing Documents and the laws of the State of New York contain adequate provisions for enforcing payment of the obligations governed or secured thereby, subject to the other qualifications contained in this letter.

(C)Provisions in a guarantee (or equivalent) that provide that the guarantor’s liability thereunder shall not be affected by actions or failures to act on the part of the recipient of the guarantee or by modifications or waivers of provisions of the guaranteed obligations might not be enforceable if such actions, failures to act, modifications or waivers so change the essential

nature of the terms and conditions of the guaranteed obligations that, in effect, a new contract has arisen between such recipient and the primary obligor on whose behalf the guarantee was issued.

(D)We have assumed that (i) the obligations of each DE Obligor (other than the Company) under the Financing Documents are necessary or convenient to the conduct, promotion or attainment of the business of each such Obligor; and (ii) consideration that is sufficient to support the agreements of each Obligor (other than the Company) under the Financing Documents has been received by each such Obligor.

(E)We express no opinion as to the application of, and our opinions are subject to the effect, if any, of

(i)laws or regulations applicable to the subject transactions because of the legal or regulatory status of any of the parties to the Financing Documents or the legal or regulatory status of any of their affiliates; or

(ii)except as expressly stated in paragraphs 6, 7 and 11, any federal or state securities or “blue sky” laws or rules and regulations of the Financial Industry Regulatory Authority.

(F)Pursuant to Section 9-108(c) of the NYUCC, a description of collateral as “all assets” or “all personal property” or words of similar import is not sufficient for purposes of Section 9-203 of the NYUCC and, accordingly, we express no opinion regarding, or the effect of, any such description of collateral in the U.S. Security Agreement.

The opinions expressed herein are limited to the federal laws of the United States of America and the laws of the State of New York and, to the extent relevant to the opinions expressed in paragraphs 1, 2, 3 and 4 above, the Delaware General Corporation Law, and, to the extent relevant to paragraph 9 above, the DEUCC, each as currently in effect; and no opinion is expressed with respect to any other laws or any effect that such other laws may have on the opinions expressed herein.

Our opinions in paragraph 8 above are limited to Article 9 of the NYUCC, and our opinions in paragraph 10 above are limited to Articles 8 and 9 of the NYUCC and, therefore, those opinions do not address (i) laws of jurisdictions other than New York, and of New York except for Articles 8 or 9, as the case may be, of the NYUCC , (ii) collateral of a type not subject to Article 9 of the NYUCC, and (iii) except as stated in paragraph 10 above, under the NYUCC what law governs perfection of the security interests granted in the collateral addressed by this opinion letter. Our opinions in paragraph 9 above are limited to Article 9 of the DEUCC and, therefore, those opinions do not address (i) laws of jurisdictions other than Delaware, and of Delaware except for Article 9 of the DEUCC, (ii) collateral of a type not subject to Article 9 of the DEUCC, and (iii) except as stated in paragraph 9 above, under the DEUCC what law governs perfection of the security interests in the collateral addressed by this opinion letter.

This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the opinions expressly stated herein. The opinions

expressed herein are given only as of the date hereof, and we undertake no responsibility to update or supplement this opinion letter after the date hereof for any reason.

The opinions expressed herein are solely for the benefit of the Note Purchasers in connection with the Financing Documents and may not be relied upon in any manner or used for any purpose by any other person, and may not be quoted in whole or in part, without our prior written consent; provided, that this opinion may be relied upon by any subsequent holder of a Note that acquires the Note in compliance with the provisions of the Note Purchase Agreement; provided, further, that copies of this opinion may be furnished to the National Association of Insurance Commissioners or any successor regulatory authority.

Very truly yours,

FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP

Schedule 1

Note Purchasers

The Prudential Insurance Company of America

c/o Prudential Capital Group

Two Prudential Plaza, Suite 5600

180 N. Stetson Avenue

Chicago, IL 60601

United States of America

RGA Reinsurance Company

c/o Prudential Capital Group

Two Prudential Plaza, Suite 5600

180 N. Stetson Avenue

Chicago, IL 60601

United States of America

Exhibit 4.4(a)(ii)

Form of Opinion of English Special Counsel for the Obligors

See attached

DICKSON MINTO W.S.

Broadgate Tower
20 Primrose Street
London EC2A 2EW

	Telephone +44 (0)20-7628 4455
	FACSIMILE +44 (0)20-7628 0027 General e-mail dicksonminto@dmws.com
	Direct Dial +44 (20) 7649 6846
Our Ref: L056 \ 019 \DML\MJB	e-mail lauren.watson@dmws.com
Your Ref:	LN73891303

The Prudential Insurance Company of America

and

RGA Reinsurance Company

each at:

c/o Prudential Capital Group

Two Prudential Plaza, Suite 5600

180 N. Stetson Avenue

Chicago, IL 60601

(together, the “Purchasers”)

· 2011

Dear Sirs

English Law Legal Opinion - Luxfer Holdings PLC, Luxfer Group Limited, Luxfer Group 2000 Limited, Luxfer Gas Cylinders Limited, Luxfer Group Services Limited, Magnesium Elektron Limited, Luxfer Overseas Holdings Limited and Luxfer Gas Cylinders China Holdings Limited (the “Obligors”)

1.Note Purchase Agreement

This opinion is delivered pursuant to the note purchase agreement dated · by BA Holdings, Inc., the Obligors and the other parties listed in Schedule C attached thereto and the Purchasers relating to $65 million senior secured notes due 2018 (the “Notes”) (the “Note Purchase Agreement”).

2.Definitions

Unless otherwise defined herein and unless the context otherwise requires, words and expressions defined in the Note Purchase Agreement shall bear the same meanings in this opinion and:

“Debenture” means the debenture dated · by the Obligors;

Alastair R. Dickson W.S. Bruce W. Minto Kevan McDonald Michael J. Barren Andrew G. Todd W.S. Colin J. McRae W.S. Martin J. McNair W.S. Fiona M. Alters Colin J. MacNeil W.S. J. Peter Uri Ewan C. Gilchrist W.S. Allen Fraser W.S. Andrew D. Nuthall Douglas A. Armstrong John B. Penttand Paul J. Quinn Associated offices in New York, Washington, Paris, Milan, Rome, Frankfurt and Brusseis through an alliance Winkle Farr & Gallagher LLP Authorised and regulated by the Financial Services Authority

“English Guarantee Agreements” means the guarantee agreements dated · entered into by the Obligors pursuant to the Note Purchase Agreement;

“Intercreditor Deed” means the intercreditor deed dated · between, inter alia, the Obligors, the Debtors (as defined therein), Lloyds TSB Bank plc as Security Trustee, Lloyds TSB Bank plc as senior agent, the Bank Lenders (as Senior Lenders), the Senior Arrangers (as defined therein), the Ancillary Lenders (as defined therein), the Hedge Counterparties (as defined therein), each Bilateral Lender (as defined therein), the Purchasers and the Intra-Group Lenders (as defined therein);

“Note Documents” means the Note Purchase Agreement, each Note, each Transaction Security Document, the Intercreditor Deed, and each English Guarantee Agreement;

“Parent” means Luxfer Holdings plc;

“Facilities Agreement” means the senior facilities agreement dated · and entered into between, inter alia, the Obligors and Lloyds TSB Bank plc (in various capacities).

“Transaction Security Documents” means the Debenture and the U.S. Share Pledge Agreement;

“US Obligors” means each of BA Holdings, Inc., MEL Chemicals Inc., Magnesium Elektron North America Inc., Luxfer Inc., Hart Metals, Inc., and Reade Manufacturing Company; and

“U.S. Share Pledge Agreement” means the share pledge agreement dated · entered into by Luxfer Overseas Holdings Limited in respect of the entire issued share capital of BA Holdings, Inc.

3.Documents Examined

In this transaction, we have acted as legal advisers in England to the Parent and we have examined originals or copies of the following documents:

(a)the memorandum and articles of association, the certificate of incorporation and the certificates of incorporation on change of name (if any) of each of the Obligors in each case as disclosed by our on-line search referred to in paragraph (b) below;

(b)the results of an on-line search of the records of the Registrar of Companies in respect of each of the Obligors carried out by us on · 2011;

(c)minutes of a meeting of the board of directors of each of the Obligors dated · 2011 approving the Note Documents; and

(d)a copy of each of the Note Documents.

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4.Searches

In giving this opinion we have relied upon the documents which we have examined in respect of the accuracy of the material matters referred to therein, which we have not independently established.

On · 2011 we carried out an on-line search at the Companies Registry, Cardiff in respect of each of the Obligors. Also on · 2011 we made an enquiry of the Companies Court which informed us that it had no record on its central index of the presentation of any winding up petition or petition for the appointment of an administrator in respect of any of the Obligors. We have assumed that a further search at the Companies Registry and a further enquiry of the Companies Court would not reveal any circumstances which would require an amendment to this opinion or affect our willingness to give this opinion.

The searches and enquiry did not reveal the filing of any winding up order, resolution or petition or the filing of any appointment of an administrative receiver or administrator of any of the Obligors.

Except as stated above we have not examined and shall be deemed to have no knowledge of any litigation, contracts, instruments or other documents entered into by or affecting any of the Obligors or any of their respective corporate records and we have not made any other enquiries or searches concerning any of the Obligors.

5.Assumptions

This opinion relates only to English law as it exists at the date hereof and assumes:

(a)the genuineness of all signatures and the authenticity and completeness of all documents submitted to us as originals;

(b)the conformity to originals of all documents supplied to us as copies and the authenticity and completeness of the originals of such documents;

(c)that each of the documents which we have examined remains accurate and that none of them has been amended, supplemented, replaced or varied (except in so far as notified to us) and that the on-line records of the Registrar of Companies referred to at paragraph 3(b) above correctly reflect all matters which occurred on or prior to · 2011 and/or which are required to be noted on such records (disregarding for these purposes any grace periods for making any filings under any applicable legislation);

(d)the due authorisation, execution and delivery of the Note Documents by all parties thereto (other than the Obligors) and the capacity, power and authority of each of the parties to the Note Documents (other than the Obligors) to enter into the Note Documents;

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(e)that the directors’ resolutions of the Obligors recorded in the board minutes referred to in paragraph 3(c) above were duly passed at properly convened meetings, that a duly qualified quorum voted in favour of approving those resolutions, that any provisions contained in the Companies Act 2006 (as amended) or the articles of association of the Obligors relating to the declaration of directors’ interests or the power of the interested directors to vote were duly observed and that such resolutions have not been amended or rescinded and are in full force and effect;

(f)that each of the Obligors was fully solvent at the time of execution of, and immediately after, the execution of the Note Documents to which it is a party and that the execution and performance by each of the Obligors of its obligations under the Note Documents to which it is a party are in its best interests;

(g)that none of the Obligors is restricted by contract or any other arrangement binding on it (with the exception of their memorandum and articles of association) from entering into any of the Note Documents to which it is a party;

(h)that each of the Note Documents (other than those governed by the laws of England and Wales) are legal, valid and binding on the Obligors party to them under the proper law thereof and that there are no provisions of the laws of any jurisdiction outside England which would be contravened by the execution and delivery of the Note Documents and that, to the extent that any obligation contained in the Note Documents falls to be performed in any jurisdiction outside England, its performance will not be illegal by virtue of the laws of that jurisdiction;

(i)that the borrowing limits specified in the articles of association of the Obligors have not been and will not be exceeded by the execution and performance of the Note Documents; and

(j)that the choice of the laws of England and Wales as the proper law of the Note Documents which are governed by the laws of England and Wales is a bona fide choice of law and is not intended to evade any provision or requirement of the laws of any other jurisdiction which would otherwise be applicable.

We have not investigated the laws of any country other than England. We have assumed for the purposes hereof, notwithstanding the fact that any of the Obligors may own assets which are situated outside England that no law other than the law of England affects any of the conclusions stated below.

We express no opinion as to matters of fact.

6.Opinion

Based upon and subject to the foregoing we are of the opinion that so far as the present law of England is concerned:

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(1)Due Incorporation

Each of the Obligors is a company duly incorporated with limited liability and validly exists under English law.

(2)Powers

Each of the Obligors has the corporate power to enter into and perform its obligations under the Note Documents to which it is a party.

(3)Legal Validity and Enforceability

Each of the Note Documents to which it is a party are legal, valid, binding and enforceable on each of the Obligors and US Obligors.

(4)Due Execution and Delivery

Each of the Obligors has duly executed and delivered the Note Documents to which it is a party.

(5)Security

Subject to due registration where required the Debenture validly creates a security interest over the Secured Assets (as defined therein) of the Chargors (as defined therein).

The security trusts purported to be established by the lntercreditor Deed have been validly constituted under English law.

(6)Compliance with Law and Constitution

All corporate and other action, acts, conditions and things required to be done, fulfilled or performed pursuant to English law or regulation or, with respect to the Obligors, its memorandum and articles of association in order:

(a)to authorise and to enable each of the Obligors and the US Obligors lawfully to enter into, exercise its rights and perform its obligations under the Note Documents to which it is a party;

(b)to ensure that the obligations expressed to be assumed by each of the Obligors and the US Obligors in those of the Note Documents to which it is party are legal, valid and binding and enforceable on and against it in accordance with their respective terms; and

(c)to make the documents admissible in evidence in England,

have been done, fulfilled and performed in compliance with English law and, with respect to the Obligors, the memorandum and articles of association of each of the Obligors (as the case may be).

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(7)Non-Conflict

The execution, delivery and performance by each of the Obligors of each of the Note Documents to which it is a party does not contravene its memorandum and articles of association or any law or regulation applicable to English companies generally.

(8)Immunity from Suit

In any proceedings taken in England in relation to any of the Note Documents, none of the Obligors shall be entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process.

(9)Filings

It is not necessary that any of the Note Documents be filed, registered, recorded or enrolled with any court or other English governmental, judicial or public body, regulatory authority or any other person in connection with its execution, delivery or performance or prior to commencement of any court proceedings relating to it other than delivery of prescribed particulars of each of the Transaction Security Documents together with a copy thereof to the Companies Registration Office in Cardiff for registration pursuant to the Companies Act 2006 within 21 days of its creation.

(10)Consents

No consent or approval of any English governmental, judicial or public body, regulatory authority or any other person or entity in England which has not been obtained or taken is, or shall have been, required or is necessary in each case under English law in connection with the execution, delivery and performance of the Note Documents by each of the Obligors and the US Obligors and no stamp, registration or similar tax or charge imposed by any governmental authority of or in the United Kingdom is payable in respect of the execution or delivery of the Note Documents or the performance by the Obligors and the US Obligors of their obligations thereunder.

(11)Choice of Law

In any proceedings taken in England in relation to the Note Documents governed by New York law, the choice of New York law as the governing law of such Note Documents will be recognised and applied except insofar as concerns competing rights in relation to property situated in England and Wales or intangible assets governed by English law.

(12)Foreign Currency Judgments

It is competent for an English court to enforce a judgment obtained before the English courts which is expressed in terms of a currency

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other than sterling but the currency must be converted into sterling for enforcement purposes. We express no opinion as to the enforceability in the English courts of a judgment in a currency other than sterling obtained in a jurisdiction outside England. Foreign currency amounts claimed in a liquidation must be converted into sterling at the rate prevailing at the commencement of liquidation.

(13)Enforceability of New York Judgment

A judgment for a debt or definite sum of money obtained against any of the Obligors in the Courts of the State of New York or in the United States District Court for the Southern District of New York could not be enforced by registration in the English courts, but such judgment would be treated as itself constituting a cause of action against the appropriate Obligor and could be sued upon in the English courts without re-examination or re-adjudication by the English courts of the matters adjudicated upon provided that:

(a)the original court had jurisdiction to deliver the original judgment under its rules and under the rules of the English courts and the original judgment is final and conclusive between the parties;

(b)the original judgment was given in respect of a cause of action known to English law;

(c)the original judgment is not for multiple damages or for taxes or charges of a like nature or fines or other penalties;

(d)the original judgment was not obtained by fraud or in proceedings contrary to natural justice and its enforcement is not contrary to English public policy;

(e)restrictions have not been imposed under the Protection of Trading Interests Act 1980 prior to judgment being enforced (no relevant restrictions exist under the Act at the date of this opinion);

(f)enforcement proceedings are instituted within six years after the date of the original judgment; and

(g)the original judgment is not inconsistent with an English judgment in respect of the same matter.

(14)Ranking

Each Obligor’s obligations under its English Guarantee Agreement rank at least equally and ratably and pari passu with all other unsecured and unsubordinated obligations of such Obligor other than those preferred by operation of law applying to English companies generally.

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(15)Taxes

No United Kingdom taxes, duties (whether value added tax or stamp duty), charges or fees are payable by any of the Obligors in connection with the execution or delivery of or any payment under the Note Documents and all payments by the Obligors under the Note Documents may be made without deduction of United Kingdom taxes. No United Kingdom stamp duty or stamp duty reserve tax is payable by any Purchaser in connection with the execution or delivery of any of the Note Documents.

(16)Miscellaneous

It is not necessary under the laws of the United Kingdom in order to enable any person to enforce its rights under the English Guarantee Agreements that such person be licensed, qualified or otherwise entitled to carry on business in the United Kingdom.

7.Qualifications

(1)Enforceability

The term “enforceable” when used in this opinion in relation to obligations means that the obligations assumed by the relevant party under the relevant Document are of a type which the English courts will enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms.

The term “enforceable” when used in this opinion as applied to any security interest means that the security interest constitutes a valid, binding and effective right in security over the property concerned.

(2)Time Bar and Set-off or Counterclaim

Enforcement of obligations may become time barred by statute or may be or become subject to defences of set-off or counterclaim which may apply notwithstanding the terms of the document.

(3)Public Policy

Where obligations are to be performed or observed in jurisdictions outside England, or by a person subject to the laws of a jurisdiction outside England, they may not be enforceable under English law to the extent that performance or observance would be illegal or contrary to public policy under the laws of any such jurisdiction or by virtue of any international treaty to which England is a party and would not be enforceable in England to the extent that performance would be illegal or contrary to public policy under English law.

(4)Third Party Rights

In relation to any contract made on or after 11th May 2000, a person

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who is not a party to that contract but who is identified in the contract by name or as a member of a class or as answering a particular description will be able to enforce any of its terms which are expressed to be for his benefit but only if:

(1)the contract expressly provides that he may; or

(2)the term which he is seeking to enforce purports to confer a benefit on him;

unless on a proper construction of the contract it appears that the parties to the contract did not intend the term to be enforceable by him.

In relation to any contract made before 11th November 1999 a person who is not a party to that contract will not be able to enforce any of its terms even if the contract is expressed to be for the benefit of that person.

For any contract made on or after 11th November 1999 but before 11th May 2000 a person who is not a party to that contract will have the rights which he would have had if the contract had been entered into on or after 11th May 2000 but only if the contract expressly provides for the application of the Contracts (Rights of Third Parties) Act 1999.

(5)Specific Performance

The power of the English courts to make an order for specific performance of an obligation or to order any other equitable remedy is discretionary and, accordingly, an English court might make an award of damages where specific performance of any obligation or any other equitable remedy is sought and no opinion is given as to how the English courts might exercise that discretion.

(6)Concurrent Proceedings

An English court may suspend proceedings if concurrent proceedings are being brought elsewhere.

(7)Severability

Provisions as to severability may not be binding under English law, the question of whether or not any provision relating to invalidity on account of illegality may be severed from the other provisions thereto in order to save those other provisions being determined by an English court in its discretion.

(8)Costs Indemnity

An English court may refuse to give effect to a purported contractual obligation to pay costs imposed upon another party in respect of a suit in an English court, an English court may not award by way of costs

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all of the expenditure incurred by a successful litigant in proceedings brought before the court and an undertaking by an Obligor in the Debenture to bear any indemnity in respect of any taxes or duties might not be enforceable and may be held to be void in respect of United Kingdom stamp duties, pursuant to Section 117 of the Stamp Act 1891.

(9)Exercise of Discretion

Where a person is vested with a discretion or may determine a matter in his opinion then English law may require that such discretion is exercised objectively and reasonably or that such opinion is based upon reasonable and objective grounds.

(10)Bankruptcy

Our opinion as regards the binding effect of the obligations of the Obligors or the power of each of the Obligors as appropriate to exercise its rights and perform its obligations under the Note Documents is subject to any limitations arising from bankruptcy, insolvency, winding up, liquidation, administration, receivership, dissolution, reorganisation and similar laws generally affecting the rights of creditors.

(11)Property Outside England

We express no opinion as to the efficacy of the Transaction Security Documents in relation to any property situated outside England and Wales or which is otherwise subject to the laws of any other jurisdiction other than England.

(12)Equitable Supervision of Enforcement

The exercise by the Purchasers and the Security Trustee of the powers and remedies conferred on them by the Note Documents or otherwise vested in them by law will be subject to general equitable principles regarding the enforcement of security and the general supervisory powers and discretion of the English courts in the context thereof and we express no opinion as to the efficacy of any powers conferred upon the Purchasers and the Security Trustee or any receiver appointed under the Transaction Security Documents insofar as these powers go beyond those conferred by statute or by common law.

(13)Priority and nature of charges

We express no opinion in respect of the relevant priority rules for any security created by the Note Documents because, firstly, in the case of assets situated outside England and Wales, priority will be likely to be determined by the laws of the place in which they are situated and secondly in so far as any English laws apply with regard to this matter, these are complex and depend partly upon the type of asset and the type of charge.

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However, without being comprehensive, we would particularly draw your attention to the following points:

(a)encumbrances (if any) created on security assets prior to the security created thereover by the relevant Note Documents may rank prior to that created by the Note Documents;

(b)certain statutory preferences, fixed charges, possessory liens, preferred creditors and other priorities arising by law may have a prior ranking;

(c)the security created under the relevant Note Documents may be defeated by interests acquired by third parties without notice of the charges created thereby;

(d)to the extent that the security assets include property acquired after the date of the relevant Note Documents, the charges created thereunder may be subject to any security interests and other rights affecting such property on the acquisition thereof;

(e)to the extent that the security assets are subject to a floating charge under the Transaction Security Documents, such charge will take effect subject to any charges or other rights (including creditors’ processes) validly created or arising prior to the crystallisation of such floating charge;

(f)we express no opinion on whether any provision in any of the Note Documents conferring a right of set-off or similar right would be effective against a liquidator, administrator or creditor.

(14)Taxes

Our opinion at paragraph 6(15) above is expressed on the basis that:-

(i)the Obligors are and will remain resident in the United Kingdom for taxation purposes; and

(ii)all payments of interest to be made by or through an Obligor pursuant to the Note Documents will be paid either:-

(a)to a Lender which is a “bank” within the meaning of section 991 of the Income Tax Act 2007 and which is beneficially entitled to interest payable to it under the Note Documents and is within the charge to United Kingdom corporation tax with respect to that interest; or

(b)(i)a company resident in the United Kingdom for tax purposes which, at date of payment, is beneficially entitled to the interest payable to it under the Note Document; or

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(ii)a person fulfilling any one of the conditions set out in sections 933 to 937 (inclusive) of the Income Tax Act 2007 which at the date of payment, is beneficially entitled to the interest payable to it under the Note Documents; or

(iii)a company not resident in the United Kingdom which carries on a trade in the United Kingdom through a branch or agency which, at the date of payment, is beneficially entitled to the interest payable to it under the Note Documents and which brings the interest into account in computing its chargeable profits (within the meaning given by Section 11(2) of the Income and Corporation Taxes Act 1988);

in each case in respect of which the Obligor has not received a notification (which remains valid) from the Board of the Inland Revenue directing that section 930 of the Income Tax Act 2007 is not to apply to any such payment; or

(c)pursuant to valid formal confirmation from the HM Revenue & Customs that the relevant provisions of an applicable double taxation convention enable the interest to be paid without deduction of tax.

(15)Security Rights

We do not provide any opinion on the validity of any provision of the Note Purchase Agreement which purports to create any security rights (or liens) on the part of the Company or in respect of any asset of the Company.

(16)Exclusive Jurisdiction

Notwithstanding any provision of any of the Note Documents which awards the courts of England exclusive jurisdiction to hear and determine any action or proceeding and to settle any dispute which may arise out of or in connection with any of the Note Documents, if any proceedings are brought in any court of another member state of the European Union before any proceedings are brought in the English courts in relation to the same subject matter, any such English proceedings will be suspended until the foreign court has decided whether or not it has jurisdiction to hear the case and if the foreign court decides that it has jurisdiction the English court must decline to accept the case.

(17)Human Rights Act 1998

We have taken no account of the effect of the Human Rights Act 1998 on any laws applicable to the interpretation or enforcement of the

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Note Documents or on the action by any party in entering into or performing the Note Documents. The Human Rights Act 1998 gives effect to rights and fundamental freedoms guaranteed under the European Convention on Human Rights (“Convention Rights”). It is unlawful for a public authority to act in a way which is incompatible with a Convention Right and, wherever possible, primary and subordinated legislation must be read and given effect in a way which is compatible with Convention Rights. There is only limited English case law to provide guidance on how the law introduced by the Human Rights Act 1998 will apply to different circumstances.

(18)Additional Interests

If a provision for the payment of compensation or additional interest is not a genuine estimate of the loss of the aggrieved party, then that provision may be held to be unenforceable on the grounds that it is the penalty.

(19)Oral Agreement

The terms of a written agreement may be varied by oral agreement of the parties notwithstanding that such written agreement requires variations to be made only in writing.

(20)Unfair Contract Terms Act 1977

The effect of contract terms purporting to exclude or restrict liability for negligence or breach of duty is limited by the Unfair Contract Terms Act 1977 and the Unfair Terms in Consumer Contracts Regulations 1999.

8.Reliance

This opinion (qualified as set forth herein) is given on the basis that it will be governed by and construed in accordance with the laws of England at the date hereof, is solely for the benefit of the addressees in connection with the transaction referred to above only in their various capacities referred to above and is not to be relied on by any other person for any other purpose, nor is it to be quoted or made public in any way; provided that this opinion may be relied upon by any subsequent holder of a Note that acquires the Note in compliance with the provisions of the Note Purchase Agreement. We do not render any opinion with respect to any matters except as expressly set forth above. For the avoidance of doubt, copies of this opinion may be furnished to the National Association of Insurance Commissioners or any successor regulatory authority.

Yours faithfully

Dickson Minto W.S.

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Exhibit 4.4(a)(iii)

Form of Opinion of New Jersey Special Counsel for the Obligors

See attached

, 2011

To the Note Purchasers

listed in Schedule 1 hereto

(the “Note Purchasers”)

c/o

Ladies and Gentlemen:

We have acted as special New Jersey counsel for MEL Chemicals Inc. (formerly known as Magnesium Elektron Inc., a New Jersey Corporation) (“MEL”) in connection with the Note Purchase Agreement, dated as of May [·], 2011 (the “Note Purchase Agreement”), among (i) BA Holdings, Inc., a Delaware corporation (the “Company”), (ii) Luxfer Holdings PLC (Registered No. 3690830), a Public Limited Company, organized under the laws of England and Wales (“Parent Guarantor”) and (iii) each of the parties listed in Schedule 2 hereto (each an “Original Subsidiary Guarantor”) and the Note Purchasers. The Company, the Parent Guarantor and the Original Subsidiary Guarantors are referred to herein collectively as the “Obligors”; the Company, Luxfer Inc., a Delaware corporation, Hart Metals, Inc., a Delaware corporation, Reade Manufacturing Company, a Delaware corporation, and Magnesium Elektron North America Inc., a Delaware corporation, are referred to herein collectively as the “DE Obligors”; and the DE Obligors and MEL are referred to herein collectively as the “U.S. Obligors”. This opinion is delivered to you pursuant to Section [4.4] of the Note Purchase Agreement. Capitalized terms used herein that are defined in, or by reference in, the Note Purchase Agreement have the meanings assigned to such terms therein, or by reference therein, unless otherwise defined herein. The Uniform Commercial Code of the State of New York is referred to herein as the “NYUCC.” Terms used herein that are defined in Articles 8 and 9 of the NYUCC and not otherwise defined herein have the meanings assigned to such terms therein. The Uniform Commercial Code of the State of New Jersey is referred to herein as the “NJUCC.” “UCC” means the NYUCC and the NJUCC, as applicable. With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

In connection with this opinion, we have (i) investigated such questions of law, (ii) examined originals, or certified, conformed or reproduction copies, of such documents and records of MEL, such certificates of public officials and such other documents, and (iii) received such information from officers and representatives of each Obligor and others, as we have deemed necessary or appropriate for the purposes of this

opinion. We have examined, among other documents, the following (each dated [closing date to be inserted], unless otherwise noted):

(a)An executed copy of the Note Purchase Agreement, dated May [·], 2011;

(b)An executed copy of each of the Senior Secured Notes (the “Notes”) issued by the Company on the date hereof pursuant to the Note Purchase Agreement;

(c)An executed copy of the Security Agreement (the “U.S. Security Agreement”) between the U.S. Obligors and the Security Trustee, as security trustee for the Note Purchasers and the other Secured Parties (in each case where used herein, as defined in the Intercreditor Deed) (in such capacity, the “Security Trustee”);

(d)An executed copy of the Share Pledge Agreement (the “U.S. Pledge Agreement”) between the Company, MEL and Luxfer Overseas Holdings Limited, a company incorporated in England and Wales with company number 3081726 (“Overseas Holdings” and, together with the Company and MEL, the “Pledgors”) and the Security Trustee;

(e)An executed copy of the Intercreditor Deed (the “Intercreditor Deed”), dated              , 2011, between Parent Guarantor, the Company, the Original Subsidiary Guarantors, the Security Trustee, the Note Purchasers and the other agents and fmancial institutions listed on the signature pages thereto;

(f)An executed copy of the Debenture (the “Debenture”)[, dated May [·], 2011,] between [Parent Guarantor, the Company, the Original Subsidiary Guarantors] and the Security Trustee;

(g)Unfiled copies of a financing statement on form UCC-1 (the “NJ Financing Statement”) naming MEL as debtor and the Security Trustee as secured party, a copy of which is attached hereto as Exhibit A, which NJ Financing Statement we understand is to be filed with the Office of the Secretary of State of the State of New Jersey, Uniform Commercial Code Section (the “NJ Filing Office”);

(h)The Secretary’s Certificate of MEL delivered to us in connection with this opinion, a copy of which is attached hereto as Exhibit B; and

(i)The Officer’s Certificate of MEL delivered to us in connection with this opinion, a copy of which is attached hereto as Exhibit C;

(j)The Unanimous Written Consent of the Board of Directors of BA Holdings, Inc., dated                    .

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The documents referred to in items (a) through (d) above are referred to herein collectively as the “NY Law Financing Documents”; the NY Law Financing Documents, the Intercreditor Deed and the Debenture are referred to herein collectively as the “Financing Documents”; and the documents referred to in items (a) through (j) above are referred to herein collectively as the “Documents”.

In all such examinations, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified copies of all copies submitted to us as conformed or facsimile, electronic or photo static copies. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, statements and representations contained in the Documents and certificates and other information of or from representatives of MEL and others and assume compliance on the part of all parties to the Documents with their covenants and agreements contained therein. With respect to the opinions expressed in paragraph 1 below, we have relied solely upon certificates of public officials. The opinions expressed in clause (b) of paragraph 4 below are limited to our review of only those laws and regulations that, in our experience, are normally applicable to borrowers and guarantors in transactions of the type contemplated by the Financing Documents.

To the extent it may be relevant to the opinions expressed herein, we have assumed (i) that all of the parties to the Financing Documents (other than MEL) are validly existing and in good standing under the laws of their respective jurisdictions of organization and have the power and authority to execute and deliver the Financing Documents, to perform their obligations thereunder and to consummate the transactions contemplated thereby, (ii) that the Financing Documents have been duly authorized, executed and delivered by all of the parties thereto (other than MEL ), (iii) that the Financing Documents constitute valid and binding obligations of all the parties thereto, enforceable against such parties in accordance with their respective terms, (iv) that all of the parties to the Financing Documents comply with all laws applicable thereto (including without limitation the laws of England and Wales and the State of New Jersey) and based our opinion upon (v) the opinion of Fried, Frank, Harris, Shriver & Jacobson LLP dated             indicating that item (j), that the unanimous written consent of the Board of Directors of BA Holdings, Inc. was duly authorized, within the power of BA Holdings, Inc. and was issued after all corporate action necessary to authorize it was taken.

Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that:

1.MEL is a corporation validly existing and in good standing under the laws of the State of New Jersey.

2.MEL has the requisite corporate power, and has taken all corporate action necessary to authorize it, to execute and deliver each of the Financing Documents to which it is a party, to perform its obligations thereunder and to grant the security interests pursuant to the Financing Documents to which it is a party.

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3.MEL has duly executed and delivered each of the Financing Documents to which it is a party.

4.The execution and delivery by MEL of the Financing Documents to which it is a party and the performance by MEL of its obligations thereunder,

(a)solely with respect to MEL, do not contravene any provision of the certificate of incorporation or by-laws of MEL, and

(b)do not violate the laws, or regulations of any governmental agency or authority, of the United States of America or the State of New Jersey applicable to MEL or its property and do not require under such laws or regulations any filing or registration by MEL with, or approval or consent to MEL of, any such governmental agency or authority that has not been made or obtained except (i) those required in the ordinary course of business after the date hereof in connection with the performance by MEL of its obligations under certain covenants contained in the Financing Documents, (ii) to perfect or release security interests or other liens thereunder, and (iii) pursuant to securities and other laws that may be applicable to the disposition of any collateral subject thereto; it being understood that the opinion in this paragraph 4 does not address any federal or state securities or “blue sky” laws or rules and regulations.

5.Upon the timely and proper filing of the Financing Statement, the Security Trustee, for the benefit of the Secured Parties (in each case used herein as defined in the U.S. Security Agreement), has a perfected security interest under the NJUCC in MEL’s rights in the portion of the Collateral (in each case used herein as described in the U.S. Security Agreement and indicated on the NJ Financing Statement) as constitutes personal property of MEL in which a security interest can be perfected by the filing of UCC financing statements in the State of Jersey under the NJUCC.

6.The U.S. Pledge Agreement, together with physical delivery of the certificates representing the shares of stock identified on Schedule I to the U.S. Pledge Agreement (the “Pledged Securities”) accompanied by an effective endorsement to the Security Trustee or in blank, to the Security Trustee in the State of New York, creates in favor of the Security Trustee a valid and perfected security interest in MEL’s rights in the Pledged Securities. Assuming the Security Trustee (and each of the Secured Parties) acquires its interest in the Pledged Securities without notice of any adverse claim and that each of the Pledged Securities is either in bearer form or is in registered form issued in the name of the Security Trustee or accompanied by an effective endorsement to the Security Trustee or in blank, the Security Trustee will acquire its security interest in the Pledged Securities free of any adverse claim.

We have assumed for purposes of our opinions in paragraphs 5 and 6 the following:

(i)MEL has (or has the power to transfer) sufficient rights in the subject collateral for the security interest in favor of the Security Trustee to attach;

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and value has been given by the Note Purchasers to MEL for the security interest granted by MEL in the subject collateral;

(ii)that (x) the certificate of incorporation of MEL has not been amended, (y) the name and jurisdiction of organization of MEL is true and accurate in accordance with the records of the Secretary of State of the State of New Jersey and (z) there are no proceedings for the merger, consolidation, dissolution, liquidation, termination, change of jurisdiction of organization or change of name of MEL;

(iii)the Secured Parties (or any bailee of the Secured Parties) are not acting in a capacity as a securities intermediary in connection with any of the Collateral or the Financing Documents; and

(iv)The Obligors and MEL do not control, are not controlled by, and are not under common control with, the Security Trustee (or any bailee of the Security Trustee); the Security Trustee, or any bailee that has acknowledged in an authenticated record that it is holding on behalf of the Security Trustee, retains continuous and exclusive possession in the State of New York of the Pledged Securities and has possession of such items solely on behalf of the Secured Parties and not any other person; the Pledged Securities are the only certificates issued and outstanding with respect to the shares of capital stock intended to be represented thereby; and the Pledged Securities (other than those issued by MEL) are certificated securities.

The opinions set forth above are subject to the following qualifications:

(A)We express no opinion as to:

(i)the validity, binding effect or enforceability of any provision in any Document signed by MEL:

(a)relating to (I) forum selection or submission to jurisdiction (including any waiver of any objection to venue in any court or that a court is an inconvenient forum) to the extent that the validity, binding effect or enforceability of such provision is to be considered by any court other than a court of the State of New Jersey, or (II) choice of governing law to the extent that the validity, binding effect or enforceability of such provision (x) is to be considered by any court other than a court of the State of New Jersey or a federal court sitting in the State of New Jersey, in each case applying the choice of law rules of the State of New Jersey, or (y) is contrary to the governing law provided in Section 1-105(2), 8-110 or 9-301 to 9-306 of the NJUCC, or (III) service of process, or (IV) waivers of any rights to trial by jury;

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(b)relating to indemnification, contribution or exculpation (I) in connection with violations of applicable laws, statutory duties or public policy, or (II) in connection with willful, reckless or unlawful acts or gross negligence of the indemnified or exculpated party or the party receiving contribution, or (III) under circumstances involving the negligence of the indemnified or exculpated party or the party receiving contribution in which a court might determine the provision to be unfair or insufficiently explicit;

(c)specifying that provisions thereof may be modified or waived only in writing;

(d)that purports to give any person the power to accelerate obligations, foreclose on collateral or require additional collateral at will or without notice to MEL;

(e)relating to payment of late charges, interest (or discount or equivalent amounts), premium, “make-whole” payments, collection costs or fees at a rate or in an amount, after or upon the maturity or acceleration of the liabilities evidenced or secured thereby or after or during the continuance of any default or other circumstance, or upon prepayment, that a court would determine in the circumstances to be unreasonable, a penalty or a forfeiture;

(f)relating to any purported waiver, release or variation of rights or other agreement to similar effect (all of the foregoing, collectively, a “Waiver”) by any Obligor under any of the Financing Documents to the extent limited by Sections 1-102(3) of the NJUCC or other provisions of applicable law (including judicial decisions), or to the extent that such a Waiver applies to a right, claim, duty, ground for discharge or release of, or defense available to, an obligor generally or as a guarantor or co-obligor or otherwise available as a matter of law (including judicial decisions), except to the extent that such a Waiver is effective under and is not prohibited by Sections 9-602 or 9-603 of the NJUCC or other applicable law (including judicial decisions);

(g)that purports to create a trust, power of attorney or other fiduciary relationship;

(h)providing for payments by MEL in a currency other than U.S. dollars to the extent that a court will under applicable law convert a judgment rendered in such other currency into U.S. dollars;

(i)that purports to limit the ability of MEL or any other person to transfer any of its right, title or interest in or to any collateral, to

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the extent contemplated by Section 9-401 of the NJUCC or other applicable law regarding restraints on alienation;

(j)relating to third party beneficiary rights of the Note Purchasers, the Security Trustee or other persons;

(ii)the effect of any law of any jurisdiction other than the State of New Jersey wherein any party to the Financing Documents may be located or wherein enforcement of any Financing Document may be sought that limits the rates of interest legally chargeable or collectible;

(iii)the right, title or interest of MEL (or the power of MEL to transfer rights) in or to any collateral under the Financing Documents or any other property; whether any property constitutes a particular type of collateral under the UCC; or the validity or effectiveness for any purpose of any such collateral or any other property;

(iv)except as expressly stated in paragraphs 5 and 6 above, the creation, attachment, validity, binding effect, enforceability or perfection of any security interest, mortgage, pledge, lien or other encumbrance that may be created under any of the Financing Documents, or, except as stated in the second sentence of paragraph 6 above, the priority or other effect of perfection or non-perfection of any security interest created under any of the Financing Documents;

(v)the creation, attachment, validity, binding effect, enforceability, perfection, priority or other effect of perfection or non-perfection of any security interest in: (1) the proceeds of any collateral other than in accordance with, and subject to the limitations set forth in Section 9-315 of the NJUCC, (2) goods which are accessions to, or commingled or processed with, other goods other than in accordance with, and subject to the limitations set forth in Sections 9-335 or 9-336 of the NJUCC, (3) goods which are subject to a certificate-of-title statute, (4) consumer goods, (5) commercial tort claims, (6) rights to demand payment or performance under a letter of credit, (7) commodity accounts or commodity contracts, (8) as extracted collateral, (9) farm products, (10) goods that are or are to become fixtures, (11) health care insurance receivables, (12) manufactured homes, (13) standing timber or timber to be cut, (14) cooperative apartment interests, (15) any item of collateral that is subject to restriction on or prohibition against transfer (except to the extent limited by Sections 9-401, 9-406, 9-407, 9-408 or 9-409 of the NJUCC) contained in any agreement, instrument, document or applicable law governing, evidencing or otherwise relating to such item, or (16) any obligations of the United States of America or any agency or instrumentality thereof;

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(vi)any filings or other actions required after the date of this opinion to maintain the perfection, priority or other effect of perfection of the security interests under the Financing Documents in any collateral; and

(vii)any agreement, instrument or other document referred to, or incorporated by reference, in any of the Financing Documents, other than the Financing Documents listed in this opinion letter.

(viii)MEL’s ownership of any asset included in the collateral or otherwise provided as security.

(B)Our opinions are subject to (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (including, without limitation, standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits on the availability of equitable remedies), whether considered in a proceeding at law or in equity, and (iii)the qualification that certain provisions of the Financing Documents (other than the Notes) may be unenforceable in whole or in part, but the inclusion of such provisions does not affect the validity as against any Obligor of the Financing Documents as a whole, and the Financing Documents and the laws of the State of New Jersey contain adequate provisions for enforcing payment of the obligations governed or secured thereby, subject to the other qualifications contained in this letter.

(C)Provisions in a guarantee (or equivalent) that provide that the guarantor’s liability thereunder shall not be affected by actions or failures to act on the part of the recipient of the guarantee or by modifications or waivers of provisions of the guaranteed obligations might not be enforceable if such actions, failures to act, modifications or waivers so change the essential nature of the terms and conditions of the guaranteed obligations that, in effect, a new contract has arisen between such recipient and the primary obligor on whose behalf the guarantee was issued.

(D)We have assumed that (i) the obligations of MEL under the Financing Documents are necessary or convenient to the conduct, promotion or attainment of the business of MEL; and (ii) consideration that is sufficient to support the agreements of MEL under the Financing Documents has been received by MEL.

(E)We express no opinion as to the application of, and our opinions are subject to the effect, if any, of

(i)laws or regulations applicable to the subject transactions because of the legal or regulatory status of any of the parties to the Financing Documents or the legal or regulatory status of any of their affiliates; or

(ii)any federal or state securities or “blue sky” laws or rules and regulations of the Financial Industry Regulatory Authority.

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(F)Pursuant to Section 9-108(c) of the NJUCC, a description of collateral as “all assets” or “all personal property” or words of similar import is not sufficient for purposes of Section 9-203 of the NJUCC and, accordingly, we express no opinion regarding, or the effect of, any such description of collateral in the U.S. Security Agreement.

The opinions expressed herein are limited to laws of the State of New Jersey. No opinion is expressed with respect to any other laws (including without limitation the laws of England, Wales, the State of New York or the State of Delaware) or any effect that such other laws may have on the opinions expressed herein.

Our opinion in paragraphs 5 above are limited to the NJUCC, and our opinions in paragraph 6 above are limited to the NJUCC and, therefore, those opinions do not address (i) laws of jurisdictions other than New Jersey, (ii) collateral of a type not subject to the NJUCC, and (iii) except as stated in paragraph 5 above, under the NJUCC what law governs perfection of the security interests granted in the collateral addressed by this opinion letter.

This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the opinions expressly stated herein. The opinions expressed herein are given only as of the date hereof, and we undertake no responsibility to update or supplement this opinion letter after the date hereof for any reason.

The opinions expressed herein are solely for the benefit of the Note Purchasers in connection with the Financing Documents and may not be relied upon in any manner or used for any purpose by any other person, and may not be quoted in whole or in part, without our prior written consent; provided, that this opinion may be relied upon by any subsequent holder of a Note that acquires the Note in compliance with the provisions of the Note Purchase Agreement; provided, further, that copies of this opinion may be furnished to the National Association of Insurance Commissioners or any successor regulatory authority.

Very truly yours,

MONTALBANO, CONDON & FRANK, P.C.

RICHARD H. SARAJIAN

RHS/adt

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Schedule 1

Note Purchasers

The Prudential Insurance Company of America

c/o Prudential Capital Group

Two Prudential Plaza, Suite 5600

180 N. Stetson Avenue

Chicago, IL 60601

United States of America

RGA Reinsurance Company

c/o Prudential Capital Group

Two Prudential Plaza, Suite 5600

180 N. Stetson Avenue

Chicago, IL 60601

United States of America

Exhibit 4.4(a)(i)

Form of Opinion of U.S. Special Counsel for the Obligors

See attached

Final form subject to no change in status between signing and closing

[              ], 2011

To each of the Purchasers set forth

on Annex 1 hereto

Re:    BA Holdings, Inc.

US$65,000,000 Senior Secured Notes due June 15, 2018

Ladies and Gentlemen:

We have acted as special counsel for each of the Purchasers named on Annex 1 hereto (collectively, the “Purchasers”) in connection with that certain Note Purchase Agreement dated as of May 13, 2011 (the “Note Purchase Agreement”), by and among BA Holdings, Inc., a Delaware corporation (the “Issuer”), Luxfer Holdings PLC (Registered No. 3690830), a public limited company organized under the laws of England and Wales (the “Parent Guarantor”), each of the parties listed in Schedule C attached thereto (collectively, the “Original Subsidiary Guarantors” and together with the Issuer and the Parent Guarantor, collectively, the “Obligors”), and the Purchasers. The Note Purchase Agreement provides, among other things, for the issuance and sale by the Issuer and the purchase by the Purchasers of an aggregate principal amount of US$65,000,000 of the Issuer’s Senior Secured Notes due June 15, 2018. The Notes (as defined below) will be guaranteed by (a) MEL Chemicals Inc., a New Jersey corporation, and Magnesium Elektron North America Inc., Luxfer Inc., Hart Metals, Inc. and Reade Manufacturing Company, each a Delaware corporation (collectively, the “U.S. Guarantors”), pursuant to the Note Purchase Agreement and (b) the Parent Guarantor and Luxfer Group Limited, Luxfer Group 2000 Limited, Luxfer Gas Cylinders Limited, Luxfer Group Services Limited, Magnesium Elektron Limited, Luxfer Overseas Holdings Limited and Luxfer Gas Cylinders China Holdings Limited, each a limited company organized under the laws of England and Wales, pursuant to separate guarantee agreements, each dated the date hereof and delivered to the Purchasers pursuant to Section 4.10 of the Note Purchase Agreement.

Capitalized terms used herein, and not defined herein, have the respective meanings ascribed to them pursuant to the terms of the Note Purchase Agreement. This opinion is delivered to you pursuant to Section 4.4(b) of the Note Purchase Agreement. Our representation of the Purchasers has been as special counsel for the purposes stated above.

As to all matters of fact (including factual conclusions and characterizations and descriptions of purpose, intention or other state of mind), we have relied, with your permission, entirely upon:

(1)the representations and warranties of the Obligors and the Purchasers set forth in the Note Purchase Agreement; and

(2)certificates of public officials and of certain officers of the Obligors delivered in connection with the Closing;

and have assumed, without independent inquiry, the accuracy of those representations, warranties, and certificates.

In connection with this opinion, we have examined originals or copies of the following documents:

(a)the Note Purchase Agreement;

(b)the Senior Secured Notes, each dated the date hereof and due June 15, 2018, in the form of Exhibit 1.1(a) to the Note Purchase Agreement and registered in the respective names and principal amounts, and with the respective registration numbers, as set forth on Schedule A to the Note Purchase Agreement (collectively, the “Notes”);

(c)Officer’s Certificates executed on behalf of each Obligor, dated the date hereof and delivered pursuant to Section 4.3(a) of the Note Purchase Agreement, certifying as to the matters set forth therein;

(d)a certificate of the Secretary or an Assistant Secretary of the Issuer, dated the date hereof, annexing thereto (among other documents) and certifying as accurate and complete the incumbency of officers of the Issuer and copies of the Issuer’s certificate of incorporation, certified by the Delaware Secretary of State as of a recent date, and the Issuer’s by-laws (collectively, the “Issuer Governing Documents”) and corporate resolutions authorizing the Issuer’s participation in the transactions contemplated by the Transaction Documents (as defined below);

(e)a certificate of the Secretary, an Assistant Secretary or a Director (or other appropriate Person) of each U.S. Guarantor, dated the date hereof, annexing thereto (among other documents) and certifying as accurate and complete the incumbency of officers of such U.S. Guarantor and copies of such U.S. Guarantor’s certificate of incorporation, certified by the Secretary of State of the state of its incorporation as of a recent date, and such U.S. Guarantor’s by-laws (collectively, the “U.S. Guarantor Governing Documents” and together with the Issuer Governing Documents, the “Governing Documents”) and corporate resolutions authorizing such U.S. Guarantor’s participation in the transactions contemplated by the Transaction Documents (as defined below);

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(f)a cross receipt evidencing receipt of funds by the Issuer and receipt of the Notes by the Purchasers (the “Cross Receipt”);

(g)the opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, U.S. counsel for the Obligors, dated the date hereof and delivered to the Purchasers pursuant to Section 4.4(a) of the Note Purchase Agreement;

(h)the opinion of Montalbano, Condon & Frank, P.C., New Jersey counsel for the Obligors, dated the date hereof and delivered to the Purchasers pursuant to Section 4.4(a) of the Note Purchase Agreement; and

(i)the opinion of Dickson Minto W.S., English counsel for the Obligors, dated the date hereof and delivered to the Purchasers pursuant to Section 4.4(a) of the Note Purchase Agreement.

The documents referenced in clauses (a) and (b) above are hereinafter referred to collectively as the “Transaction Documents.”

This opinion is based entirely on our review of the documents listed in the preceding paragraph and we have made no other documentary review or investigation for purposes of this opinion.

Based on such investigation as we have deemed appropriate the opinions referred to in clauses (g), (h) and (i) above are satisfactory in form and scope to us, and in our opinion you are justified in relying thereon.

We have assumed the genuineness of all signatures, that any signature purported to be made by an attorney-in-fact pursuant to a power of attorney has been effectively made pursuant to a valid power of attorney executed by the principal, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form, the legal competence of each individual executing any document, and that each Obligor, and each other Person executing such documents (including, without limitation, the Transaction Documents) validly exists and is in good standing under the laws of the jurisdiction in which it was organized, had and has the power and authority to enter into and perform its obligations under the Transaction Documents under its governing organizational documents, applicable enterprise legislation and other applicable law, and is qualified to do business and is in good standing under the laws of each jurisdiction where such qualification is required generally or necessary in order for such party to enforce its rights under such documents. We have further assumed that such documents have been duly authorized, executed and delivered

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by each Person executing such documents and, as to Persons other than the Obligors, are binding upon and enforceable against such Persons.

For purposes of this opinion, we have made such examination of law as we have deemed necessary. Except to the extent addressed below in paragraph 6, this opinion is limited solely to the internal substantive laws of the State of New York as applied by courts located in the State of New York without regard to choice of law, and the federal laws of the United States of America (in each case, except for treaties and laws relating to international relations and federal and state tax, energy, utilities, national security, anti-money laundering and antitrust laws, as to which we express no opinion in this letter), and we express no opinion as to the laws of any other jurisdiction. In particular, our opinion in paragraph 3 below is based solely on a review of the Governing Documents and not on any analysis of the internal substantive law of the jurisdiction of organization of the Issuer or any of the U.S. Guarantors, including statutes, rules or regulations or any interpretations thereof by any court, administrative body or other Governmental Authority, and we express no opinion in paragraph 3 below as to the internal substantive law of the Issuer’s or any of the U.S. Guarantors’ jurisdictions of organization. We note that the Transaction Documents contain provisions stating that they are to be governed by the laws of the State of New York (each, a “Chosen-Law Provision”). Except to the extent addressed below in paragraph 6 no opinion is given herein as to any Chosen-Law Provision, or otherwise as to the choice of law or internal substantive rules of law that any court or other tribunal may apply to the transactions contemplated by the Transaction Documents. Except as set forth in paragraph 5 below, we express no opinions as to any securities or “blue sky” laws of any jurisdiction.

Our opinion is further subject to the following exceptions, qualifications and assumptions, all of which we understand to be acceptable to you:

(a)We have assumed without any independent investigation (i) that the execution, delivery and performance by each of the parties thereto of the Transaction Documents do not and will not conflict with, or result in a breach of, the terms, conditions or provisions of, or result in a violation of, or constitute a default or require any consent (other than such consents as have been duly obtained) under, any organizational document of the Obligors other than the Governing Documents (including, without limitation, applicable corporate charter documents and by-laws), any order, judgment, arbitration award or stipulation, or any agreement, to which any of such parties is a party or is subject or by which any of the properties or assets of any of such parties is bound, (ii) that the statements regarding delivery and receipt of documents and funds referred to in the Cross Receipt between you and the Issuer are true and correct, and (iii) that

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the Transaction Documents are a valid and binding obligation of each party thereto to the extent that laws other than those of the State of New York are relevant thereto (other than the laws of the United States of America, but only to the limited extent the same may be applicable to the Obligors and relevant to our opinions expressed below).

(b)The enforcement of any obligations of any Person under any Transaction Document or otherwise may be limited by bankruptcy, insolvency, reorganization, moratorium, marshaling or other laws and rules of law affecting the enforcement generally of creditors’ rights and remedies (including such as may deny giving effect to waivers of debtors’ or guarantors’ rights); and we express no opinion as to the status under any fraudulent conveyance laws or fraudulent transfer laws of any of the obligations of any Person under the Transaction Documents or otherwise.

(c)We express no opinion as to the availability of any specific or equitable relief of any kind.

(d)The enforcement of any of the rights of any holder of Notes may in all cases be subject to an implied duty of good faith and fair dealing and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(e)We express no opinion as to the enforceability of any particular provision of any of the Transaction Documents relating to:

(i)waivers of rights to object to jurisdiction or venue, or consents to jurisdiction or venue;

(ii)waivers of rights to (or methods of) service of process, or rights to trial by jury, or other rights or benefits bestowed by operation of law;

(iii)waivers of any applicable defenses, setoffs, recoupments, or counterclaims;

(iv)exculpation or exoneration clauses, clauses relating to rights of indemnity or contribution, and clauses relating to releases or waivers of unmatured claims or rights; or

(v)waivers or variations of legal provisions or rights which are not capable of waiver or variation under applicable law.

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(f)We express no opinion as to the effect of suretyship defenses, or defenses in the nature thereof, with respect to the obligations of any guarantor, joint obligor, surety, accommodation party, or other secondary obligor.

(g)Our opinion in paragraph 4 below is based solely on a review of generally applicable laws of the State of New York and the United States of America and not on any search with respect to, or review of, any orders, decrees, judgments or other determinations specifically applicable to any of the Obligors.

(h)We express no opinion as to the effect of events occurring, circumstances arising or changes of law becoming effective or occurring after the date hereof on the matters addressed in this opinion letter, and we assume no responsibility to inform you of additional or changed facts, or changes in law, of which we may become aware.

(i)We express no opinion as to the perfection, priority, attachment, validity or enforceability of any security interest, mortgage, or other lien or encumbrance with respect to any of the property or assets of any Obligor.

Based on the foregoing, we are of the following opinions:

1.Each of the Transaction Documents to which an Obligor is a party constitutes a legal, valid and binding obligation of such Obligor, enforceable against such Obligor in accordance with its respective terms.

2.The execution and delivery by each Obligor of each Transaction Document to which such Obligor is a party, the issuance and sale of the Notes by the Issuer, and the performance by each Obligor of its respective obligations under the Transaction Documents to which such Obligor is a party will not constitute a violation of any law, statute, rule or regulation of the State of New York.

3.The execution and delivery by the Issuer and each U.S. Guarantor of each Transaction Document to which such Person is a party, the issuance and sale of the Notes by the Issuer, and the performance by the Issuer and each U.S. Guarantor of its respective obligations under the Transaction Documents to which such Person is a party will not constitute a violation of its respective Governing Documents.

4.No consents, approvals or authorizations of Governmental Authorities of the State of New York or the United States of America are required under the laws of the State of New York or the United States of America on behalf of (a) any Obligor in connection with the execution and delivery by such

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Obligor of each of the Transaction Documents to which such Obligor is a party, or (b) the Issuer in connection with the offer, issue, sale or delivery of the Notes by the Issuer on the date hereof, in each case under the circumstances contemplated by the Transaction Documents.

5.It is not necessary in connection with either (a) the offer and sale of the Notes delivered to you today under the circumstances contemplated by the Transaction Documents, or (b) the issuance and delivery by the U.S. Guarantors of the Unconditional Guarantee set forth in the Note Purchase Agreement under the circumstances contemplated by the Transaction Documents, to register the offer and sale to you today of the Notes or the Unconditional Guarantee under the Securities Act of 1933, as amended, or to qualify an indenture in respect of the issuance of the Notes under the Trust Indenture Act of 1939, as amended.

6.Each Chosen-Law Provision is enforceable in accordance with New York General Obligations Law section 5-1401, as applied by a New York State court or a federal court sitting in New York and applying New York choice of law principles.

This opinion is delivered solely to the Purchasers and for the benefit of the Purchasers in connection with the Transaction Documents and may not be relied upon by the Purchasers for any other purpose or relied upon by any other Person (other than future holders of the Notes acquired in accordance with the terms of the Note Purchase Agreement) for any reason without our prior written consent.

Very truly yours,

BINGHAM McCUTCHEN LLP

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Annex I

Purchasers

The Prudential Insurance Company of America

c/o Prudential Capital Group

Two Prudential Plaza, Suite 5600

180 N. Stetson Avenue

Chicago, IL 60601’

RGA Reinsurance Company

c/o Prudential Capital Group

Two Prudential Plaza, Suite 5600

180 N. Stetson Avenue

Chicago, IL 60601

Exhibit 4.4(a)(ii)

Form of Opinion of English Special Counsel for the Obligors

See attached

Final form subject to no change in status between signing and closing

[                 ] 2011

To:the Purchasers set forth on Schedule A to this opinion

Dear Sirs,

1.Description of Transaction

We have acted as English legal advisers to each of the Purchasers named on Schedule A to this opinion (the “Purchasers”) in connection with the issuance by BA Holdings, Inc., a Delaware corporation (the “Issuer”), of US$65,000,000 aggregate principal amount of its Senior Secured Notes due June 15, 2018 pursuant to a Note Purchase Agreement dated as of May 13, 2011 by and among the Issuer, Luxfer Holdings PLC (Registered No. 3690830), a public limited company organized under the laws of England and Wales (the “Parent Guarantor”), each of the parties listed in Schedule C attached thereto, and the Purchasers (the “Note Purchase Agreement”). The Note Purchase Agreement provides for, among other things, the issuance of guarantees by the Parent Guarantor and Luxfer Group Limited, Luxfer Group 2000 Limited, Luxfer Gas Cylinders Limited, Luxfer Group Services Limited, Magnesium Elektron Limited, Luxfer Overseas Holdings Limited and Luxfer Gas Cylinders China Holdings Limited, each a limited company organized under the laws of England and Wales (together with the Parent Guarantor, collectively, the “Obligors”), pursuant to Guarantee Agreements, each dated the date hereof and delivered to the Purchasers pursuant to Section 4.11 of the Note Purchase Agreement (the “Financing Documents”). Unless otherwise defined in this opinion, terms defined in the Note Purchase Agreement have the same meaning when used in this opinion.

2.Scope of opinion

2.1Documents covered by this opinion

This opinion relates to the Financing Documents.

2.2Documents reviewed

For the purpose of issuing this opinion we have reviewed execution copies of the following documents only and we have not carried out any searches or enquiries:

(a)the Financing Documents;

(b)the Note Purchase Agreement; and

(c)the Senior Secured Notes, each dated the date hereof and due June 15, 2018, in the form of Exhibit 1.1(a) to the Note Purchase Agreement and registered in the respective names and principal amounts, and with the respective registration

numbers, as set forth on Schedule A to the Note Purchase Agreement (the “Notes”)

(collectively, the “Reviewed Documents”).

2.3Scope and purpose of the opinion

This opinion is confined to matters of English law (as applied by the English courts) in force as at today’s date. We express no opinion on the laws of any other jurisdiction or on matters of taxation in the United Kingdom.

We express no opinion as to the effect of events occurring, circumstances arising or changes of law becoming effective or occurring, after today’s date on the matters addressed in this opinion letter, and we assume no responsibility to inform you of additional or changed facts, or changes in law, of which we may become aware. This opinion is given on the basis of the assumptions set out in paragraph 3 and is subject to the qualifications set out in paragraph 5.

We provide this opinion solely for your benefit and solely for the purpose of the Financing Documents. It may not be relied on for any other purpose or by any other person, and this opinion should not be shown to anyone else without our prior written consent. However, a copy of this opinion may be provided to (and relied upon by) future holders of the Notes acquired in accordance with the terms of the Note Purchase Agreement, and may be delivered and disclosed to (but not relied upon by) the National Association of Insurance Commissioners of the United States of America, in each case subject to the same restrictions.

This opinion is governed by English law and any action or proceeding based on the opinion is subject to the exclusive jurisdiction of the English courts.

3.Assumptions

For the purpose of this opinion, we have made the following assumptions. We have made no independent investigation of the accuracy of the assumptions.

3.1That all original documents supplied to us are complete, authentic and up to date, that all copy documents supplied to us are complete and conform to the originals and that none of the Reviewed Documents have been amended or modified.

3.2That no limit or restriction on the powers of any Obligor to borrow or guarantee will be breached by the entry into and performance by it of any of the Reviewed Documents.

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3.3That no party to a Financing Document has entered into it in consequence of bad faith or fraud, coercion, duress, misrepresentation or undue influence or on the basis of a mistake of fact or law or believing a Financing Document to be fundamentally different in substance or in kind from what it is.

3.4That at the time the Financing Documents were entered into no party who can take the benefit of this opinion was on actual notice of any prohibition or restriction on any of the other parties to the Financing Documents entering into them (nor did any such party deliberately refrain from making enquiries in circumstances where it had any suspicion of such matters).

3.5That no step has been taken by any person in any jurisdiction (including, without limitation, the presentation of a petition, the making of an application, the passing of a resolution or the filing or service of a notice) with a view to appointing an administrator, receiver, administrative receiver or liquidator (or the equivalent in any jurisdiction) with respect to any Obligor or any of its property or assets and that no notice of any moratorium has been issued in respect of any Obligor.

3.6That no law other than English law and no directive or regulation or ruling of the European Commission or the European Court of Justice (save to the extent incorporated into English law) affects this opinion.

3.7That in causing each Obligor to enter into the Financing Documents the directors of each Obligor acted in good faith and for the purpose of carrying on the relevant Obligor’s business and in the belief that entering into the document was in its own best interests. This is a matter of fact on which we express no opinion.

3.8That none of the Obligors was unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or any applicable analogous provision at the time it entered into the Financing Documents and none of the Obligors will as a consequence of entering into such documents become unable to pay its debts.

3.9That the representations and warranties given by any party to any other party contained in the Note Purchase Agreement or the Financing Documents (other than representations and warranties as to the matters of law on which this opinion is given) are and will be when made or repeated or when deemed made or repeated, as the case may be, true and accurate in all respects and that such representations and warranties were at all relevant times true and accurate.

3.10That the consent, licence, approval or authorisation of, and filings and registrations with, any person or governmental and regulatory authority or agency, which is required in relation to the execution and delivery

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of the Financing Documents and the performance and observance of the terms of the Financing Documents by the parties has been obtained.

3.11That each Obligor is a company or corporation duly organised or incorporated, as applicable, with limited liability and subsisting under the laws of its jurisdiction of organisation or incorporation and in each case has the requisite power and authority to enter into, and to execute, deliver and perform its obligations under the Financing Documents.

3.12That all necessary corporate action has been taken to authorise the execution, delivery and performance of the Financing Documents by each of the parties thereto and that each such party has validly executed and delivered the Financing Documents.

3.13That the execution, delivery and performance of the Financing Documents by any of the parties to the Financing Documents will not violate the provisions of any law or regulation of any jurisdiction other than England and Wales, or any judicial or official order, or its constitutional documents or any contractual obligation binding on it.

3.14That under all applicable laws, other than English law, the submission of each Obligor to the jurisdiction of the English courts given in the Financing Documents to which it is a party is valid and binding and will be recognised and given effect by the courts of any relevant jurisdiction (other than England and Wales).

3.15That the Note Purchase Agreement is not an agreement to which either Section 26(1) or Section 27(1) of the Financial Services and Markets Act 2000 (the “FSMA”) applies (concerning agreements made by or through unauthorised persons) and that neither the Note Purchase Agreement nor any transactions, agreements or documents contemplated thereby (including, but without limitation, the issue of the Notes) has been, or will be, entered into in the course of carrying on regulated activities in the United Kingdom in breach of Section 19 of the FSMA or in the course of or in consequence of the communication of an invitation or inducement to engage in investment activity in breach of Section 21 of the FSMA (although the incorrectness of all or any of the assumptions in this paragraph 3.15 would not, per se, in our opinion, reduce or impair the rights of the Purchasers).

3.16That any document in respect of the Note Purchase Agreement constituting the communication of an invitation or inducement to engage in investment activity has only been communicated or caused to be communicated, and will only be communicated or caused to be communicated, in circumstances in which the provisions of Section 21 of the FSMA do not apply (although the incorrectness of all or any of the assumptions in this paragraph 3.16 would not, per se, in our opinion reduce or impair the rights of the Purchasers).

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3.17That any course of conduct engaged in, or any act done, for the purpose of stabilising the price of the Notes will be, or has been, engaged in or done in conformity with and as permitted by price stabilising rules made under Commission Regulation (EC) No. 2273/2003 of 22 December 2003 implementing Directive 2003/6/EC (as implemented in MAR 2 of the Financial Services Authority Handbook) (although the incorrectness of all or any of the assumptions in this paragraph 3.17 would not, per se, in our opinion reduce or impair the rights of the Purchasers).

3.18That none of the parties to the Note Purchase Agreement has taken or will take any action in relation to the Notes (i) which constitutes an offer to the public of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (a “Relevant Member State” and the “Prospectus Directive” respectively), except in circumstances which do not require the publication of a prospectus; or (ii) which constitutes a request for the admission of Notes to trading on a regulated market situated or operating within a Relevant Member State. For the purposes of this paragraph 3.18, an “offer to the public of securities” and a “regulated market” each has the meaning given in the Prospectus Directive, as the same may be varied in a Relevant Member State by any measure implementing the Prospectus Directive in that Member State.

3.19That the giving of a guarantee by any guarantor of the obligations contained in the Reviewed Documents did not and will not constitute financial assistance for the purposes of any applicable law in any applicable jurisdiction.

3.20That each of the Notes represents “loan capital” within the meaning of section 78 (Loan capital) of the Finance Act 1986 (“FA 1986”) and does not: (i) carry a right of conversion into shares or other securities, or to the acquisition of shares or other securities, including loan capital of the same description as the Notes (as such terms are interpreted for the purposes of section 79(5) FA 1986) or (ii) carry a right to interest the amount of which exceeds a reasonable commercial return on the nominal amount of the Notes or falls or has fallen to be determined to any extent by reference to the results of, or of any part of, a business or to the value of any property or (iii) carry a right on repayment to an amount which exceeds the nominal amount of the Notes and is not reasonably comparable with what is generally repayable (in respect of a similar nominal amount of capital) under the terms of issue of loan capital (as defined for the purposes of section 79(6) FA 1986) listed in the Official List of the London Stock Exchange.

3.21That the Reviewed Documents have not been entered into in connection with money laundering or any other unlawful activity.

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4.Opinion

Based upon the foregoing and subject to any matters not disclosed to us, and subject to the qualifications set out below, we are of the opinion that at today’s date:

4.1Legal, valid, binding and enforceable obligations

Each of the obligations expressed to be assumed by each Obligor under the Financing Documents constitutes its legally valid, binding and enforceable obligation.

4.2Choice of law

Subject to paragraphs 5.11, 5.12 and 5.13 below, the express choice of English law as the governing law of the Financing Documents will be recognised by the English courts as a valid choice.

4.3Submission to Jurisdiction

Subject to paragraphs 5.11, 5.12 and 5.13 below, the express submission to the jurisdiction of the English courts by each Obligor in the Financing Documents constitutes a valid submission on its behalf.

5.Qualifications

This opinion is subject to the following qualifications:

5.1The obligations of each Obligor are subject to all laws relating to bankruptcy, insolvency and similar procedures affecting generally the rights of creditors.

5.2Notwithstanding any provision in the Financing Documents to the contrary, the terms of any agreement may be varied by oral or written agreement or by the conduct of the parties under English law and, accordingly, any such variation or variations would or could affect the effectiveness and enforceability of the Financing Documents.

5.3Section 117 of the Stamp Act 1891 may render unenforceable indemnities given by any party to the Financing Documents to another party in respect of United Kingdom stamp duties, if any such duties are imposed on and are payable by such other party.

5.4We express no opinion as to any taxation matters, or the rights or remedies of any taxation authority in respect of non-payment of taxes or the failure to comply with law and regulations relating to taxation.

5.5No opinion is expressed on matters of fact.

5.6We express no opinion as to the validity, binding nature or enforceability in all circumstances of provisions of the Financing

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Documents which require the parties to reach future agreement with each other.

5.7The fact that any transfer of, or payment in respect of, an instrument involving (i) the government of any country which is currently the subject of the United Nations sanctions, (ii) any person or body resident in, incorporated in or constituted under the laws of any such country or exercising public functions in any such country or (iii) any person or body controlled by any of the foregoing, or by any person acting on behalf of any of the foregoing, may be subject to restrictions pursuant to such sanctions as implemented by English law.

5.8English law is protective of the rights of guarantors and similar persons (such as third party chargors) who undertake to make a payment if a principal debtor fails to make a payment. A guarantee creates a secondary obligation which is dependent on the validity and enforceability of the principal debtor’s primary obligation. The invalidity of or inability to enforce the primary obligation for any reason, or any alteration to that obligation, or any failure to take or the release of or any alteration to security held from the principal debtor or any other person (including other guarantors or third party chargors) are events which can mean that the obligation of a guarantor (or third party chargor) is discharged. For this reason, guarantees and third party charges governed by English law contain extensive creditor protection wording which is designed to ensure that in so far as possible, the guarantor or third party chargor remains liable despite any such invalidity, inability to enforce or change. The Financing Documents contain creditor protection wording. Whilst such wording should be adequate to protect the holders of the Notes in most circumstances of this type, it is possible that events could happen or collateral agreements or understandings be breached which would deprive the holders of the Notes of the benefit of the relevant secondary obligation.

5.9The term “enforceable”, as used in this opinion, means that the obligations assumed by each Obligor under the Financing Documents are of the type which are capable of being enforced by an English court and not that they will necessarily be enforced exactly in accordance with their terms. Certain rights and obligations may be qualified by doctrines of good faith, general principles of equity, the limits on the availability of equitable remedies and other matters. In particular:

(a)an English court will not necessarily grant any remedy the availability of which is subject to equitable considerations or which is otherwise in the discretion of the court or which is incompatible with the Human Rights Act 1998. In particular, orders for forfeiture, specific performance and injunctions are, in general, discretionary remedies under English law and specific performance is not usually available where damages

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are considered by the court to be an adequate alternative remedy;

(b)where obligations are to be performed in a jurisdiction outside England and Wales, they may not be enforceable in England and Wales to the extent that performance would be illegal under the laws or contrary to the exchange control regulations of that jurisdiction;

(c)the enforcement of the obligations of the parties to the Financing Documents may be limited by the provisions of English law applicable to agreements held to have been frustrated by events happening after their execution;

(d)failure to exercise a right may result in its waiver;

(e)a determination, designation, calculation or certificate by any party to the Financing Documents or exercise of a discretion under or pursuant to the Financing Documents by any party to it might, in certain circumstances, be held by an English court not to be final, conclusive and binding (if, for example, it could be shown to have been made arbitrarily or in bad faith, dishonestly, for an improper purpose, capriciously, or in a way that no reasonable person, acting reasonably, would act in the circumstances) notwithstanding the provisions of the Financing Documents;

(f)any provision of the Financing Documents providing for the payment of additional moneys consequent upon the breach of any provision, whether expressed by way of penalty, additional interest, liquidated damages or otherwise, would be unenforceable if such provision were held to be penal in nature and not a genuine and reasonable pre-estimate of the loss likely to be suffered as a result of the breach in question. Should an English court decide that any such provision is penal in nature, the party which is the beneficiary of that provision would not be able to enforce the relevant provision and would only be able to recover damages in respect of any loss suffered by the beneficiary according to normal common law rules;

(g)under English law, the ability of any party to recover costs in respect of any proceedings in an English court, or to recover interest after judgment on any sum awarded in a judgment of an English court, is limited by law and the rules of procedure as applied by the English courts;

(h)in some circumstances an English court will not give effect to a provision which provides that, in the event of any invalidity, illegality or unenforceability of any provision of a document, the remaining provisions of the document will not be affected

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or impaired, particularly if to do so would not accord with public policy or would require that the court make a new contract for the parties;

(i)claims may become barred under the Limitation Acts (as amended) or may be or become subject to the defences of set-off or counterclaim;

(j)an English court may stay proceedings if concurrent proceedings are being brought elsewhere and may decline to accept jurisdiction in certain cases;

(k)an English court may refuse to give effect to any provision of the Financing Documents:

(i)which relates to a payment being made without set-off, counterclaim or other deduction; or

(ii)for the payment of expenses in respect of the costs of enforcement (actual or contemplated) or of unsuccessful litigation brought before an English court or where the court has itself made an order for costs; or

(iii)which would involve the enforcement of foreign revenue or penal laws; or

(iv)which would be inconsistent with English public policy;

(l)the effectiveness of terms exculpating a party from a liability or duty otherwise owed are limited by law. The provisions requiring a party to indemnify another for legal costs may not be enforced by an English court if contrary to an order made by the court. Any indemnity obligations imposed by the Financing Documents may not be enforceable insofar as they relate to fines and penalties arising out of matters of civil or criminal liability or matters against public policy;

(m)an English court can give judgments in a currency other than sterling but only if, and to the extent that, the other currency is a currency which most truly expresses the claimant’s loss; and

(n)an English court may regard a provision on deemed notification
or any other provision which deems something to have been done as ineffective to the extent that it is established as a matter of fact that such notification was not effected or that thing not done.

9

5.10Any provisions of the Financing Documents providing for the payment by a party of any amount (including interest) on overdue sums or any other amount payable in the event of a breach of any Financing Document may constitute a penalty and be irrecoverable.

5.11Each of:

(a)the Rome Convention (as defined in the Contracts (Applicable Law) Act 1990) (the “Rome Convention”); and

(b)Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (the “Rome I Regulation”); and

(c)Regulation (EC) No 864/2007 of the European Parliament and of the Council of 11 July 2007 on the law applicable to non-contractual obligations (the “Rome II Regulation”, together with the Rome I Regulation, the “Rome Regulations”),

has the force of law in the United Kingdom. Article 3 of each of the Rome Convention and the Rome I Regulation and Article 14 of the Rome II Regulation provides that a contract shall be governed by the law chosen by the parties. Although the express choice of English law as the governing law of the Documents is a choice of law within the terms of Article 3 of each of the Rome Convention and the Rome I Regulation and Article 14 of the Rome II Regulation, each of the Rome Convention and the Rome Regulations provides for circumstances where Article 3 or Article 14, as applicable, will not be applicable or will be overridden. To the extent that an express election as to choice of law is not made with respect to non-contractual obligations, Article 4(1) of the Rome II Regulation provides that the applicable law arising out of a tort or civil wrong will be the law of the country in which the damage occurs. There are exceptions to this general rule relating to the residence of the parties, the circumstances of the tort or civil wrong being connected to a specific country, rules against unjust enrichment, acts performed without due authority and dealings prior to the conclusion of the contract.

5.12An English court has power to decline jurisdiction and/or stay or strike out proceedings brought before it in certain circumstances, including where there are concurrent proceedings in another jurisdiction, and must decline jurisdiction in relation to insolvency proceedings if so required by the terms of the EU Council Regulation (EU) No. 1346/2000.

5.13An English court will assume jurisdiction to hear a case and give judgment against a defendant only on the basis of personal service, and where the defendant cannot be served the English courts will not assume jurisdiction and we express no opinion in this regard. If any party to a Financing Document not having a place of business in

10

England and Wales fails to maintain an agent for service of process in England and Wales, it may be necessary to initiate any legal proceedings in England and Wales against such party by serving the defendant outside the jurisdiction, for which purpose the leave of the court (as to which the court has a discretion) may have to be obtained.

Yours faithfully

BINGHAM MCCUTCHEN (LONDON) LLP

11

SCHEDULE A

THE PURCHASERS

The Prudential Insurance Company of America

c/o Prudential Capital Group

Two Prudential Plaza, Suite 5600

180 N. Stetson Avenue

Chicago, IL 60601

United States of America

RGA Reinsurance Company

c/o Prudential Capital Group

Two Prudential Plaza, Suite 5600

180 N. Stetson Avenue

Chicago, IL 60601

United States of America

Exhibit 4.11

Form of Intercreditor Deed

See attached

Dated                   2011

LUXFER HOLDINGS PLC

as the Company

THE COMPANIES LISTED IN SCHEDULE 1
as Original Debtors and Intra Group Lenders

LLOYDS TSB BANK PLC
as Senior Agent and Security Trustee

THE INSTITUTIONS LISTED IN SCHEDULE 2
as Senior Lenders

THE PARTIES LISTED IN SCHEDULE 3
as Noteholders

THE PARTIES LISTED IN SCHEDULE 4
as Bilateral Lenders

INTERCREDITOR DEED

ADDLESHAW GODDARD

Contents

		Page
	Clause
1	Definitions and interpretation	1
2	Ranking and priority	21
3	Senior Lenders and Senior Lender Liabilities	21
4	Hedge Counterparties and Hedging Liabilities	26
5	Noteholders and Note Liabilities	32
6	Intra Group Lenders and Intra Group Liabilities	35
7	Effect of Insolvency Event or Distress Event	37
8	Turnover of receipts	39
9	Redistribution	41
10	Enforcement of Transaction Security	42
11	Proceeds of Disposals and Insurance	42
12	Application of Proceeds	46
13	The Security Trustee	49
14	Change of Security Trustee and Delegation	56
15	Changes to the Parties	58
16	Costs and expenses	61
17	Indemnities	62
18	Information	64
19	Notices	66
20	Preservation	68
21	Consents, amendments and override	69
22	Counterparts	73
23	Governing law	73
24	Enforcement	73
	Schedule
1	Original Debtors and Intra Group Lenders	75
2	Senior Lenders	76
3	Noteholders	76
4	Bilateral Lenders	77
5	Form of Debtor Accession Deed	78
6	Form of Creditor/Agent Accession Undertaking	80
7	Form of Debtor Resignation Request	82

This Deed is made on 2011

Between

(1)Luxfer Holdings PLC (registered in England with number 3690830) (Company);

(2)The companies listed in schedule 1 (Original Debtors and Original Intra Group Lenders);

(3)Lloyds TSB Bank plc as agent for the Senior Finance Parties under the Senior Finance Documents;

(4)Lloyds TSB Bank plc as security trustee for itself and the other Secured Parties (Security Trustee);

(5)Lloyds TSB Bank plc and Clydesdale Bank PLC (trading as Yorkshire Bank) (Arrangers);

(6)The institutions listed in schedule 2 as Senior Lenders;

(7)The parties listed in schedule 3 as Noteholders (Original Noteholders); and

(8)The institutions listed in schedule 4 as Bilateral Lenders.

It is agreed

1Definitions and interpretation

1.1Definitions

In this Deed:

1992 ISDA Master Agreement means the Master Agreement (Multicurrency — Cross Border) as published by the International Swaps and Derivatives Association, Inc

2002 ISDA Master Agreement means the 2002 Master Agreement as published by the International Swaps and Derivatives Association, Inc

Acceleration Event means a Senior Acceleration Event or a Noteholder Acceleration Event

Additional Guarantor has the meaning given to the term Additional Guarantor in the original form Senior Facilities Agreement

Affiliate has the meaning given to the term Affiliate in the original form Senior Facilities Agreement

Aggregate Exchange Rate Hedged Amount means, in relation to a Hedge Counterparty, the aggregate of the notional amounts denominated in a Hedged Currency hedged by the relevant Debtors under each Hedging Agreement which is an exchange rate hedge transaction and to which that Hedge Counterparty is party

Aggregate Interest Rate Hedged Amount means, in relation to a Hedge Counterparty, the aggregate of the notional amounts hedged by the relevant Debtors under each Hedging Agreement which is an interest rate hedge transaction and to which that Hedge Counterparty is party

1

Ancillary Document has the meaning given to the term Ancillary Document in the original form Senior Facilities Agreement

Ancillary Facility has the meaning given to the term Ancillary Facility in the original form Senior Facilities Agreement (together with any amendments to that definition in the Senior Facilities Agreement if and to the extent (and only to the extent) that such amendments are required to implement amendments to the Senior Facilities Agreement expressly permitted by the terms of this Deed)

Ancillary Lender means each Senior Lender which makes an Ancillary Facility available pursuant to the terms of the Senior Facilities Agreement

Available Commitment has the meaning given to the term Available Commitment in the original form Senior Facilities Agreement (together with any amendments to that definition in the Senior Facilities Agreement if and to the extent (and only to the extent) that such amendments are required to implement amendments to the Senior Facilities Agreement expressly permitted by the terms of this Deed)

Bilateral Document has the meaning given to the term Bilateral Document in the original form Senior Facilities Agreement

Bilateral Facility has the meaning given to the term Bilateral Facility in the original form Senior Facilities Agreement (together with any amendments to that definition in the Senior Facilities Agreement if and to the extent (and only to the extent) that such amendments are required to Implement amendments to the Senior Facilities Agreement expressly permitted by the terms of this Deed)

Bilateral Lender means each Senior Lender which makes a Bilateral Facility available pursuant to the terms of the Senior Facilities Agreement

Bilateral Liabilities means the Liabilities owed by the Debtors to the Bilateral Lenders under the Bilateral Documents

BoA Sell Down Date means the date on which Bank of America N.A, transfers or assigns any of its Senior Commitment in accordance with the terms of the Senior Facilities Agreement

Borrowing Liabilities means, in relation to a member of the Group, the liabilities (not being Guarantee Liabilities) it may have as a principal debtor to a Creditor or Debtor in respect of Financial Indebtedness arising under the Debt Documents (whether incurred solely or jointly and including, without limitation, liabilities as a Borrower under and as defined in the Senior Finance Documents and liabilities as Issuer under and as defined in the Note Finance Documents)

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in London and New York and:

(a)in relation to any date for payment or purchase of a currency other than Euro, the principal financial centre of the country of that currency or

(b)in relation to any date for payment or purchase of Euro any TARGET Day

Charged Property means all of the assets which from time to time are, or are expressed to be, the subject of the Transaction Security

2

Close Out Netting means:

(a)in respect of a Hedging Agreement or a Hedging Bilateral Document based on a 1992 ISDA Master Agreement, any step involved in determining the amount payable in respect of an Early Termination Date (as defined in the 1992 ISDA Master Agreement) under section 6(e) of the 1992 ISDA Master Agreement before the application of any subsequent Set off (as defined in the 1992 ISDA Master Agreement)

(b)in respect of a Hedging Agreement or a Hedging Bilateral Document based on a 2002 ISDA Master Agreement, any step involved in determining an Early Termination Amount (as defined in the 2002 ISDA Master Agreement) under section 6(e) of the 2002 ISDA Master Agreement and

(c)in respect of a Hedging Agreement or a Hedging Bilateral Document not based on an ISDA Master Agreement, any step involved on a termination of the hedging transactions under that Hedging Agreement pursuant to any provision of that Hedging Agreement which has a similar effect to either provision referenced in paragraph (a) and paragraph (b) above

Common Assurance means any guarantee, indemnity or other assurance against loss in respect of any of the Liabilities, the benefit of which (however conferred) is given to all the Secured Parties in respect of their Liabilities

Common Currency means sterling

Common Currency Amount means, in relation to an amount, that amount converted (to the extent not already denominated in the Common Currency) into the Common Currency at the Security Trustee’s Spot Rate of Exchange on the Business Day prior to the relevant calculation

Common Transaction Security means any Transaction Security which:

(a)is created in favour of the Security Trustee as trustee for the other Secured Parties in respect of their Liabilities or

(b)in the case of any jurisdiction in which effective Security cannot be granted in favour of the Security Trustee as trustee for the Secured Parties is created in favour of:

(i)all the Secured Parties in respect of their Liabilities or

(ii)the Security Trustee under a parallel debt structure for the benefit of all the Secured Parties

and which ranks in the order of priority contemplated in clause 2.2 (Transaction Security)

Consent means any consent, approval, release or waiver or agreement to any amendment

Credit Related Close Out means any Permitted Hedge Close Out which is not a Non Credit Related Close Out

Creditor/Agent Accession Undertaking means:

(a)an undertaking substantially in the form set out in schedule 6 (Form of Creditor/Agent Accession Undertaking)

3

(b)a Transfer Certificate or an Assignment Agreement (each as defined in the original form Senior Facilities Agreement)

(c)an Increase Confirmation (as defined in the original form Senior Facilities Agreement) or

(d)in the case of an acceding Debtor which is expressed to accede as an Intra Group Lender in the relevant Debtor Accession Deed, that Debtor Accession Deed

Creditors means the Senior Lenders, the Noteholders, the Bilateral Lenders, the Hedge Counterparties and the Intra Group Lenders

Debt Document means each of this Deed, the Hedging Agreements, the Senior Finance Documents, the Note Finance Documents, the Security Documents, the Bilateral Documents, any agreement evidencing the terms of the Intra Group Liabilities and any other document designated as such by the Security Trustee and the Company

Debtor means each Original Debtor and any person which becomes a Party as a Debtor in accordance with the terms of clause 15 (Changes to the Parties)

Debtor Accession Deed means:

(a)a deed substantially in the form set out in schedule 5 (Form of Debtor Accession Deed) or

(b)(only in the case of a member of the Group which is acceding as a borrower or guarantor under a Facility Agreement) an Accession Deed (as defined in the relevant Facility Agreement)

Debtor Liabilities means, in relation to a member of the Group, any liabilities owed to any Debtor (whether actual or contingent and whether incurred solely or jointly) by that member of the Group

Debtor Resignation Request means a notice substantially in the form set out in schedule 7 (Form of Debtor Resignation Request)

Default means an Event of Default or any event or circumstance which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Debt Documents or any combination of any of the foregoing) be an Event of Default

Defaulting Lender means in relation to a Senior Lender, a Senior Lender which is a Defaulting Lender under, and as defined in, the original form Senior Facilities Agreement

Delegate means any delegate, agent, attorney or co trustee appointed by the Security Trustee

Designated Gross Amount means, in relation to a Multi account Overdraft Facility, that Multi account Overdraft Facility’s maximum gross amount

Designated Net Amount means, in relation to a Multi account Overdraft Facility, that Multi account Overdraft Facility’s maximum net amount

Disposal Proceeds has the meaning given to that term in clause 11 (Proceeds of Disposals and Insurance)

4

Distress Event means any of:

(a)an Acceleration Event

(b)the enforcement of any Transaction Security

(c)the occurrence of any Insolvency Event in respect of a Debtor

(d)the making of a demand in relation to a Liability that is payable on demand (other than in respect of an Ancillary Facility that is payable on demand where the demand is satisfied within any applicable grace period) or the making of any demand against any member of the Group in relation to any Guarantee Liabilities of that member of the Group

(e)the exercise of any right of set off, account combination or payment netting against any member of the Group in respect of any Liabilities other than the exercise of any such right:

(i)as Close Out Netting by a Hedge Counterparty or by a Hedging Bilateral Lender

(ii)as Payment Netting by a Hedge Counterparty or by a Hedging Bilateral Lender

(iii)as Inter-Hedging Agreement Netting by a Hedge Counterparty or

(iv)as Inter-Hedging Bilateral Document Netting by a Hedging Bilateral Lender

(v)in respect of the Multi account Overdraft Liabilities to the extent that the relevant discharge represents a reduction from a Permitted Gross Amount of a Multi account Overdraft Facility to or towards its Designated Net Amount or

(vi)in respect of Intra Group Liabilities made in the ordinary course prior to any Acceleration Event or Insolvency Event

(f)the exercise of any right to require any member of the Group to acquire any Liability (including exercising any put or call option against any member of the Group for the redemption or purchase of any Liability) but excluding (i) any mandatory offer to prepay arising under the Debt Documents in respect of any Disposal Proceeds or Insurance Proceeds at a time when no Event of Default is continuing and (ii) the acquisition of any Intra-Group Liabilities in the ordinary course prior to any Acceleration Event or Insolvency Event

Distressed Disposal means a disposal of an asset of a member of the Group which is:

(a)being effected at the request of an Instructing Group in circumstances where the Transaction Security has become enforceable

(b)being effected by enforcement of the Transaction Security or

(c)being effected, after the occurrence of a Distress Event, by a Debtor to a person or persons which is not a Debtor

5

Enforcement Action means:

(a)in relation to any Liabilities:

(i)the acceleration of any Liabilities or the making of any declaration that any Liabilities are prematurely due and payable (other than as a result of it becoming unlawful for a Senior Lender to perform its obligations under, or of any voluntary or mandatory prepayment (or offer to prepay) arising under, the Debt Documents at any time when no Event of Default has occurred and is continuing)

(ii)the making of any declaration that any Liabilities are payable on demand (other than in respect of an Ancillary Facility that is payable on demand)

(iii)the making of a demand in relation to a Liability that is payable on demand

(iv)the making of any demand against any member of the Group in relation to any Guarantee Liabilities of that member of the Group

(v)the exercise of any right to require any member of the Group to acquire any Liability (including exercising any put or call option against any member of the Group for the redemption or purchase of any Liability but excluding any mandatory offer to prepay arising under the Debt Documents in respect of any Disposal Proceeds or Insurance Proceeds)

(vi)the exercise of any right of set off, account combination or payment netting against any member of the Group in respect of any Liabilities other than the exercise of any such right:

(A)as Close Out Netting by a Hedge Counterparty or by a Hedging Bilateral Lender

(B)as Payment Netting by a Hedge Counterparty or by a Hedging Bilateral Lender

(C)as Inter-Hedging Agreement Netting by a Hedge Counterparty

(D)as Inter-Hedging Bilateral Document Netting by a Hedging Bilateral Lender or

(E)any such discharge of the Multi account Overdraft Liabilities to the extent that the relevant discharge represents a reduction from a Permitted Gross Amount of a Multi account Overdraft Facility to or towards its Designated Net Amount or

(vii)the suing for, commencing or joining of any legal or arbitration proceedings against any member of the Group to recover any Liabilities

(b)the premature termination or close-out of any hedging transaction under any Hedging Agreement other than pursuant to clause 4.13 (Total Interest Rate Hedged Amount and Total Exchange Rate Hedged Amount)

(c)the taking of any steps to enforce or require the enforcement of any Transaction Security (including the crystallisation of any floating charge forming part of the Transaction Security)

6

(d)the entering into of any composition, compromise, assignment or arrangement with any member of the Group which owes any Liabilities, or has given any Security, guarantee or indemnity or other assurance against loss in respect of the Liabilities (other than any action permitted under clause 15 (Changes to the Parties)) or

(e)the petitioning, applying or voting for, or the taking of any steps (including the appointment of any liquidator, receiver, administrator or similar officer) in relation to, the winding up, dissolution, administration or reorganisation of any member of the Group which owes any Liabilities, or has given any Security, guarantee, indemnity or other assurance against loss in respect of any of the Liabilities, or any of such member of the Group’s assets or any suspension of payments or moratorium of any indebtedness of any such member of the Group, or any analogous procedure or step in any jurisdiction

except that the following shall not constitute Enforcement Action:

(i)the taking of any action falling within paragraphs (a)(vii) or (e) above which is necessary (but only to the extent necessary) to preserve the validity, existence or priority of claims in respect of Liabilities, including the registration of such claims before any court or governmental authority and the bringing, supporting or joining of proceedings to prevent any loss of the right to bring, support or join proceedings by reason of applicable limitation periods or

(ii)a Secured Party bringing legal proceedings against any person solely for the purpose of:

(A)obtaining injunctive relief (or any analogous remedy outside England and Wales) to restrain any actual or putative breach of any Debt Document to which it is party

(B)obtaining specific performance (other than specific performance of an obligation to make a payment) with no claim for damages or

(C)requesting judicial interpretation of any provision of any Debt Document to which it is party with no claim for damages

Enforcement Date means the date on which any Secured Party first takes Enforcement Action in respect of any of the Senior Liabilities or the Note Liabilities (as applicable) in accordance with the terms of the Senior Finance Documents or the Note Finance Documents (as applicable)

Event of Default means any event or circumstance specified as such in either the original form Senior Facilities Agreement or the original form Note Purchase Agreement

Exchange Rate Hedge Excess means the amount by which the Total Exchange Rate Hedged Amount exceeds the Permitted Maximum Exchange Rate Hedged Amount

Exchange Rate Hedge Proportion means, in relation to a Hedge Counterparty and that Hedge Counterparty’s Aggregate Exchange Rate Hedged Amount, the proportion (expressed as a percentage) borne by that Hedge Counterparty’s Aggregate Exchange Rate Hedged Amount to the Total Exchange Rate Hedged Amount

7

Excluded Payments means any Payment pursuant to:

(a)the repayment of a Loan under the Senior Revolving Facility to the extent that such amount is immediately re-borrowed pursuant to a Rollover Loan

(b)without prejudice to clause 12.3(c), application (by way of payment, set off or otherwise) of any SFA Cash Cover towards the discharge of the Senior Lender Liabilities for which that SFA Cash Cover was provided

(c)a payment constituting:

(i)Close-Out Netting by a Hedge Counterparty or a Hedging Bilateral Lender

(ii)Payment Netting by a Hedge Counterparty or a Hedging Bilateral Lender

(iii)Inter-Hedging Agreement Netting by a Hedge Counterparty and/or

(iv)Inter-Hedging Bilateral Document Netting by a Hedging Bilateral Lender

(d)the exercise by an Ancillary Lender of that Ancillary Lender’s right of netting or set-off relating to a Multi-account Overdraft Facility (to the extent that that netting or set-off represents a reduction from a Permitted Gross Amount of that Multi-account Overdraft Facility to or towards its Designated Net Amount) and/or

(e)any other Payment to which the Instructing Group have consented

Facility Agreement means each of the Senior Facilities Agreement and the Note Purchase Agreement

Final Discharge Date means the later to occur of the Senior Discharge Date and the Noteholder Discharge Date

Financial Indebtedness has the meaning given to the term Financial Indebtedness in the original form Senior Facilities Agreement

Financial Year has the meaning given to the term Financial Year in the original form Senior Facilities Agreement

Group has the meaning given to the term Group in the original form Senior Facilities Agreement

Guarantee Liabilities means, in relation to a member of the Group, the liabilities under the Debt Documents (present or future, actual or contingent and whether incurred solely or jointly) it may have to a Creditor or Debtor as or as a result of its being a guarantor or surety (including, without limitation, liabilities arising by way of guarantee, indemnity, contribution or subrogation and including without limitation any guarantee or indemnity arising under or in respect of the Senior Finance Documents and the Note Finance Documents)

Hedge Counterparty means any person which becomes Party as a Hedge Counterparty pursuant to clause 15.7 (Creditor/Agent Accession Undertaking) which, is or has become party to the Senior Facilities Agreement as a Hedge Counterparty

Hedge Counterparty Obligations means the obligations owed by any Hedge Counterparty to the Debtors under or in connection with the Hedging Agreements

8

Hedged Currency means the currency in which a Term Loan (or part of a Term Loan) is denominated and which is required, under the terms of the Hedging Letter, to be hedged in respect of exchange rate risk

Hedging Agreement means any agreement entered into by a Hedge Counterparty and defined as such in the original form Senior Facilities Agreement

Hedging Bilateral Document means a Bilateral Document which relates to or evidences the terms of a Hedging Bilateral Facility

Hedging Bilateral Facility means a Bilateral Facility which is made available by way of a hedging facility

Hedging Bilateral Lender means a Bilateral Lender to the extent that that the Bilateral Lender makes available a Hedging Bilateral Facility

Hedging Letter means, collectively, the original form Hedging Letter (as defined in the Senior Facilities Agreement) and the original form Hedging Letter (as defined in the Note Purchase Agreement)

Hedging Liabilities means the Liabilities owed by any Debtor to the Hedge Counterparties under or in connection with the original form Hedging Agreements

Hedging Purchase Amount means, in respect of a hedging transaction under a Hedging Agreement, the amount that would be payable to (expressed as a positive number) or by (expressed as a negative number) the relevant Hedge Counterparty on the relevant date if:

(a)in the case of a Hedging Agreement which is based on an ISDA Master Agreement:

(i)that date was an Early Termination Date (as defined in the relevant ISDA Master Agreement) and

(ii)the relevant Debtor was the Defaulting Party (under and as defined in the relevant ISDA Master Agreement) or

(b)in the case of a Hedging Agreement which is not based on an ISDA Master Agreement:

(i)that date was the date on which an event similar in meaning and effect (under that Hedging Agreement) to an Early Termination Date (as defined in any ISDA Master Agreement) occurred under that Hedging Agreement and

(ii)the relevant Debtor was in a position which is similar in meaning and effect to that of a Defaulting Party (under and as defined in the same ISDA Master Agreement)

in each case as certified by the relevant Hedge Counterparty and as calculated in accordance with the relevant Hedging Agreement

Holding Company has the meaning given to the term Holding Company in the original form Senior Facilities Agreement

9

Impaired Agent means if it is an Impaired Agent under, and as defined in, the original form Senior Facilities Agreement

Insolvency Event means, in relation to any member of the Group:

(a)any resolution is passed or order made for the winding up, dissolution, administration or reorganisation of that member of the Group, a moratorium is declared in relation to any indebtedness of that member of the Group or an administrator is appointed to that member of the Group

(b)any composition, compromise, assignment or arrangement is made with any of its creditors

(c)the appointment of any liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of that member of the Group or any of its assets or

(d)any analogous procedure or step is taken in any jurisdiction

Instructing Group means at any time:

(a)prior to the BoA Sell Down Date, each of (together):

i)a Senior Lender or Senior Lenders whose Senior Commitments aggregate more than 87% of the Senior Total Commitments (or if the Senior Total Commitments have been reduced to zero, aggregated more than 87% of the Senior Total Commitments immediately prior to that reduction) and

ii)the Majority Noteholders or

(b)on or after the BoA Sell Down Date, each of (together):

i)a Senior Lender or Senior Lenders whose Senior Commitments aggregate more than 662/3% of the Senior Total Commitments (or if the Senior Total Commitments have been reduced to zero, aggregated more than 662/3 % of the Senior Total Commitments immediately prior to that reduction) and

ii)the Majority Noteholders

Insurance Proceeds has the meaning given to that term in clause 11 (Proceeds of Disposals and Insurance)

Intercreditor Amendment means any amendment or waiver which is subject to clause 21 (Consents, amendments and override)

Interest Rate Hedge Excess means the amount by which the Total Interest Rate Hedged Amount exceeds the Permitted Maximum Interest Rate Hedged Amount

Interest Rate Hedge Proportion means, in relation to a Hedge Counterparty and that Hedge Counterparty’s Aggregate Interest Rate Hedged Amount, the proportion (expressed as a percentage) borne by that Hedge Counterparty’s Aggregate Interest Rate Hedged Amount to the Total Interest Rate Hedged Amount

Inter-Hedging Agreement Netting means the exercise of any right of set-off, account combination, close-out netting or payment netting (whether arising out of a cross agreement

10

netting agreement or otherwise) by a Hedge Counterparty against liabilities owed to a Debtor by that Hedge Counterparty under a Hedging Agreement in respect of Hedging Liabilities owed to that Hedge Counterparty by that Debtor under another Hedging Agreement

Inter-Hedging Bilateral Document Netting means the exercise of any right of set-off, account combination, close-out netting or payment netting (whether arising out of a cross agreement netting agreement or otherwise) by a Hedging Bilateral Lender against liabilities owed to a Debtor by that Hedging Bilateral Lender under a Hedging Bilateral Document in respect of Bilateral Liabilities owed to that Hedging Bilateral Lender by that Debtor under another Hedging Bilateral Document

Intra Group Lenders means each Original Intra-Group Lender and each other member of the Group which has made a loan available to, granted credit to or made any other financial arrangement having similar effect with another member of the Group

Intra Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra Group Lenders

ISDA Master Agreement means a 1992 ISDA Master Agreement or a 2002 ISDA Master Agreement

Liabilities means all present and future liabilities and obligations at any time of any member of the Group to any Creditor under the Debt Documents, both actual and contingent and whether incurred solely or jointly or in any other capacity including, without limitation, any of the following matters relating to or arising in respect of those liabilities and obligations:

(a)any refinancing, novation, deferral or extension

(b)any claim for breach of representation, warranty or undertaking or on an event of default or under any indemnity given under or in connection with any document or agreement evidencing or constituting any other liability or obligation falling within this definition

(c)any claim for damages or restitution and

(d)any claim as a result of any recovery by any Debtor of a Payment on the grounds of preference or otherwise

and any amounts which would be included in any of the above but for any discharge, non provability, unenforceability or non allowance of those amounts in any insolvency or other proceedings

Liabilities Acquisition means, in relation to a person and to any Liabilities, a transaction where that person:

(a)purchases by way of assignment or transfer

(b)enters into any sub-participation in respect of or

(c)enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of

the rights and benefits in respect of those Liabilities

11

Majority Noteholders means at any time, the holders of more than 50% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates (as that term is defined in the original form Note Purchase Agreement))

Majority Senior Lenders has the meaning given to the term Majority Lenders in the original form Senior Facilities Agreement after the application of:

(a)paragraph (a) of clause 29.2 (Disenfranchisement on Debt Purchase Transactions entered into by Sponsor Affiliates) and

(b)clause 40.5 (Disenfranchisement of Defaulting Lenders)

of the original form Senior Facilities Agreement

Multi account Overdraft Facility means an Ancillary Facility or a Bilateral Facility which is an overdraft facility comprising more than one account

Multi account Overdraft Liabilities means Liabilities arising under any Multi account Overdraft Facility

Non Credit Related Close-Out means a Permitted Hedge Close Out described in any of clauses 4.9(a)(i), 4.9(a)(iii) or 4.9(a)(vii) (Permitted Enforcement: Hedge Counterparties)

Non-Distressed Disposal has the meaning given to that term in clause 11.2 (Distressed Disposals)

Note Finance Documents has the meaning given to the term Note Documents in the original form Note Purchase Agreement

Note Guarantor has the meaning given to the term Guarantor in the original form Note Purchase Agreement

Note Headroom means US$16,250,000

Noteholder means the Original Noteholders together with any other holder of Notes which becomes a party as a Noteholder pursuant to clause 15.7 (Creditor/Agent Accession Undertaking)

Noteholder Acceleration Event means the occurrence of any of the events set out in section 11.1 of the original form Note Purchase Agreement

Noteholder Discharge Date means the first date on which all Note Liabilities have been fully and finally discharged to the satisfaction of the Noteholders, whether or not as a result of any enforcement and the Noteholders are under no further obligation to provide financial accommodation to any of the Debtors under the Debt Documents

Note Issuer has the meaning given to the term Company in the original form Note Purchase Agreement

Note Liabilities means the Liabilities owed by the Debtors to the Noteholders under or in connection with the Note Finance Documents including, without limitation, principal, interest and Make-Whole Amount (as defined in the original form Note Purchase Agreement)

Note Payment Default means a Default under section 10(a) (Non payment) of the original form Note Purchase Agreement

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Note Principal Increase means any increase in the principal amount of the Notes (as set out in the original form Note Purchase Agreement)

Note Purchase Agreement means the note purchase agreement made between the Company, the Noteholders and others dated on or about the date of this Deed

Notes has the meaning given to that term in the original form Note Purchase Agreement

Other Liabilities means, in relation to a member of the Group, any trading and other liabilities (not being Borrowing Liabilities or Guarantee Liabilities) it may have to a Intra Group Lender or Debtor

Party means a party to this Deed

Payment means, in respect of any Liabilities (or any other liabilities or obligations), a payment, prepayment, repayment, redemption, defeasance or discharge of those Liabilities (or other liabilities or obligations)

Payment Netting means:

(a)in respect of a Hedging Agreement or a Hedging Bilateral Document based on an ISDA Master Agreement, netting under section 2(c) of the relevant ISDA Master Agreement and

(b)in respect of a Hedging Agreement or a Hedging Bilateral Document not based on an ISDA Master Agreement, netting pursuant to any provision of that Hedging Agreement or that Hedging Bilateral Document which has a similar effect to the provision referenced in paragraph (a) above

Permitted Bilateral Payment means the Payments permitted pursuant to clause 3.1 (Payment of Senior Lender Liabilities and Bilateral Liabilities)

Permitted Gross Amount means, in relation to a Multi account Overdraft Facility, any amount, not exceeding the Designated Gross Amount, which is the aggregate gross debit balance of overdrafts comprised in that Multi-account Overdraft Facility

Permitted Hedge Close Out means, in relation to a hedging transaction under a Hedging Agreement, a termination or close out of that hedging transaction which is permitted pursuant to clause 4.9 (Permitted Enforcement: Hedge Counterparties)

Permitted Hedge Payments means the Payments permitted by clause 4.3 (Permitted Payments: Hedging Liabilities)

Permitted Intra Group Payments means the Payments permitted by clause 6.2 (Permitted Payments: Intra Group Liabilities)

Permitted Maximum Exchange Rate Hedged Amount means 100% of the Obligors exposure under exchange rate hedging facilities permitted under the terms of the Senior Facilities Agreement and the Note Purchase Agreement

Permitted Maximum Interest Rate Hedged Amount means 100% of the Obligors exposure under interest rate hedging facilities permitted under the terms of the Senior Facilities Agreement and the Note Purchase Agreement

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Permitted Note Payments means the Payments permitted by clause 5.1 (Payment of Note Liabilities)

Permitted Payment means a Permitted Bilateral Payment, Permitted Hedge Payment, a Permitted Intra Group Payment, a Permitted Note Payment or a Permitted Senior Lender Payment

Permitted Senior Lender Payments means the Payments permitted by clause 3.1 (Payment of Senior Lender Liabilities and Bilateral Liabilities)

Primary Creditors means the Senior Creditors and the Noteholders

Receiver means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property

Recoveries has the meaning given to that term in clause 12.1 (Order of application)

Relevant Ancillary Lender means, in respect of any SFA Cash Cover, the Ancillary Lender (if any) for which that SFA Cash Cover is provided

Relevant Liabilities means:

(a)in the case of a Creditor:

(i)the Senior Arranger Liabilities owed to an Arranger ranking (in accordance with the terms of this Deed) pari passu with or in priority to that Creditor (as the case may be)

(ii)the Liabilities owed to Creditors ranking (in accordance with the terms of this Deed) pari passu with or in priority to that Creditor (as the case may be) together with, in the case of a Creditor that is a Senior Creditor, all Senior Agent Liabilities and

(iii)all present and future liabilities and obligations, actual and contingent, of the Debtors to the Security Trustee and

(b)in the case of a Debtor, the Liabilities owed to the Creditors together with, in the case of a Creditor that is a Senior Creditor, all Senior Agent Liabilities, the Senior Arranger Liabilities and all present and future liabilities and obligations, actual and contingent, of the Debtors to the Security Trustee

Retiring Security Trustee has the meaning given to that term in clause 14 (Change of Security Trustee and Delegation)

Rollover Loan has the meaning given to the term Rollover Loan in the original form Senior Facilities Agreement

Secured Obligations means all monies and liabilities now or after the date of this Deed due, owing or incurred by a Debtor or the Debtors to the Secured Parties (or any of them) under the Debt Documents (or any of them) in any manner and in any currency or currencies and whether present or future, actual or contingent, whether incurred solely or jointly with any other person and whether as principal or surety, together with all interest accruing on such monies and liabilities and all costs, charges and expenses incurred by any Secured Party under any Debt Document

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Secured Parties means the Security Trustee, any Receiver or Delegate, the Senior Agent and each of the Arrangers and the Primary Creditors from time to time but, in the case of the Senior Agent or any Arranger or Primary Creditor, only if it is a party to this Deed or (in the case of the Senior Agent or a Primary Creditor) has acceded to this Deed, in the appropriate capacity, pursuant to clause 15.7 (Creditor/Agent Accession Undertaking)

Security means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect

Security Documents means:

(a)each of the Transaction Security Documents

(b)any other document entered into at any time by any of the Debtors creating any guarantee, indemnity, Security or other assurance against financial loss in favour of any of the Secured Parties as security for any of the Secured Obligations and

(c)any Security granted under any covenant for further assurance in any of the documents set out in paragraphs (a) and (b) above

Security Property means:

(a)the Transaction Security expressed to be granted in favour of the Security Trustee as trustee for the Secured Parties and all proceeds of that Transaction Security

(b)all obligations expressed to be undertaken by a Debtor to pay amounts in respect of the Liabilities to the Security Trustee as trustee for the Secured Parties and secured by the Transaction Security together with all representations and warranties expressed to be given by a Debtor in favour of the Security Trustee as trustee for the Secured Parties

(c)the Security Trustee’s interest in any trust fund created pursuant to clause 8 (Turnover of receipts) and

(d)any other amounts or property, whether rights, entitlements, chooses in action or otherwise, actual or contingent, which the Security Trustee is required by the terms of the Debt Documents to hold as trustee on trust for the Secured Parties

Security Trustee’s Spot Rate of Exchange means, in respect of the conversion of one currency (First Currency) into another currency (Second Currency) the Security Trustee’s spot rate of exchange for the purchase of the Second Currency with the First Currency in the London foreign exchange market at or about 11:00 am (London time) on a particular day, which shall be notified by the Security Trustee in accordance with clause 13.6(d) (Security Trustee’s obligations)

Senior Acceleration Event means any of

(a)the Senior Agent exercising any of its rights under clause 27.20 (Acceleration) of the original form Senior Facilities Agreement

(b)any of the events set out in clause 27.21 (Automatic Acceleration in Relation to a US Obligor) of the original form Senior Facilities Agreement or

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(c)the refusal of any Senior Lender to fund a Rollover Loan requested by a Debtor under the terms of the Senior Facilities Agreement other than because clause 10.1 (Illegality) of the Senior Facilities Agreement applies

Senior Agent means the Agent under and as defined in the original form Senior Facilities Agreement

Senior Agent Liabilities means all present and future liability and obligations actual or contingent owed by the Debtors to the Senior Agent under or in connection with the Senior Finance Documents

Senior Arranger means any Arranger under and as defined in the original form Senior Facilities Agreement

Senior Arranger Liabilities means the Liabilities owed by the Debtors to any Senior Arranger under or in connection with the Senior Finance Documents

Senior Borrower has the meaning given to the term Borrower in the original form Senior Facilities Agreement

Senior Commitment has the meaning given to the term Commitment in the original form Senior Facilities Agreement (together with any amendments to that definition in the Senior Facilities Agreement if and to the extent (and only to the extent) that such amendments are required to implement amendments to the Senior Facilities Agreement expressly permitted by the terms of this Deed)

Senior Creditors means the Senior Lenders, the Bilateral Lenders and the Hedge Counterparties

Senior Credit Participation means, in relation to a Senior Creditor, the aggregate of:

(a)its aggregate Senior Commitments, if any and‘

(b)in respect of any hedging transaction of that Senior Creditor under any Hedging Agreement that has, as of the date the calculation is made, been terminated or closed out in accordance with the terms of this Deed, the amount, if any, payable to it under any Hedging Agreement in respect of that termination or close out as of the date of termination or close out (and before taking into account any interest accrued on that amount since the date of termination or close out) to the extent that amount is unpaid (that amount to be certified by the relevant Senior Creditor and as calculated in accordance with the relevant Hedging Agreement) and

(c)after the Senior Lender Discharge Date only, in respect of any hedging transaction of that Senior Creditor under any Hedging Agreement that has, as of the date the calculation is made, not been terminated or closed out:

(i)if the relevant Hedging Agreement is based on an ISDA Master Agreement the amount, if any, which would be payable to it under that Hedging Agreement in respect of that hedging transaction, if the date on which the calculation is made was deemed to be an Early Termination Date (as defined in the relevant ISDA Master Agreement) for which the relevant Debtor is the Defaulting Party (as defined in the relevant ISDA Master Agreement) or

(ii)if the relevant Hedging Agreement is not based on an ISDA Master Agreement, the amount, if any, which would be payable to it under that

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Hedging Agreement in respect of that hedging transaction, if the date on which the calculation is made was deemed to be the date on which an event similar in meaning and effect (under that Hedging Agreement) to an Early Termination Date (as defined in any ISDA Master Agreement) occurred under that Hedging Agreement for which the relevant Debtor is in a position similar in meaning and effect (under that Hedging Agreement) to that of a Defaulting Party (under and as defined in the same ISDA Master Agreement)

that amount, in each case, to be certified by the relevant Senior Creditor and as calculated in accordance with the relevant Hedging Agreement

Senior Debt Purchase Transaction has the meaning given to the term Debt Purchase Transaction in the original form Senior Facilities Agreement

Senior Discharge Date means the first date on which all Senior Liabilities have been fully and finally discharged to the satisfaction of the Senior Agent (in the case of the Senior Lender Liabilities) and each Hedge Counterparty (in the case of its Hedging Liabilities), whether or not as the result of an enforcement, and the Senior Creditors are under no further obligation to provide financial accommodation to any of the Debtors under the Debt Documents

Senior Event of Default means an Event of Default under the Senior Facilities Agreement

Senior Facility has the meaning given to the definition Facility in the original form Senior Facilities Agreement (together with any amendments to that definition in the Senior Facilities Agreement if and to the extent (and only to the extent) that such amendments are required to implement amendments to the Senior Facilities Agreement expressly permitted by the terms of this Deed)

Senior Facilities Agreement means the senior facilities agreement made between the Company, the Senior Lenders and others dated on or about the date of this Deed

Senior Finance Documents has the meaning given to the term Finance Documents in the original form Senior Facilities Agreement (including any document designated as a Finance Document pursuant to the definition of Finance Documents in the original form Senior Facilities Agreement)

Senior Finance Parties has the meaning given to the term Finance Parties in the original form Senior Facilities Agreement

Senior Guarantor has the meaning given to the term Guarantor in the original form Senior Facilities Agreement

Senior Headroom means, at any time £17,500,000

Senior Lender Discharge Date means the first date on which all Senior Lender Liabilities have been fully and finally discharged to the satisfaction of the Senior Agent, whether or not as the result of an enforcement, and the Senior Lenders are under no further obligation to provide financial accommodation to any of the Debtors under any of the Debt Documents

Senior Lender Liabilities means the Liabilities owed by the Debtors to the Senior Lenders under the Senior Finance Documents

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Senior Lender Refinancing means a refinancing (or repayment) and cancellation in full of the Senior Lender Liabilities

Senior Lenders means each Lender and each Ancillary Lender (in each case as defined in the original form Senior Facilities Agreement)

Senior Liabilities means the Senior Lender Liabilities, the Bilateral Liabilities and the Hedging Liabilities

Senior Payment Default means a Default under clause 27.1 (Non payment) of the original form Senior Facilities Agreement

Senior Principal Increase means any increase in the principal amount or commitment of the Senior Facilities (as set out in the original form Senior Facilities Agreement)

Senior Revolving Facility has the meaning given to the definition Revolving Facility in the original form Senior Facilities Agreement (together with any amendments to that definition in the Senior Facilities Agreement if and to the extent (and only to the extent) that such amendments are required to implement amendments to the Senior Facilities Agreement expressly permitted by the terms of this Deed)

Senior Term Facility has the meaning given to Facility A in the original form Senior Facilities Agreement (together with any amendments to that definition in the Senior Facilities Agreement if and to the extent (and only to the extent) that such amendments are required to implement amendments to the Senior Facilities Agreement expressly permitted by the terms of this Deed)

Senior Total Commitments has the meaning given to the term Total Commitment in the original form Senior Facilities Agreement (together with any amendments to that definition in the Senior Facilities Agreement if and to the extent (and only to the extent) that such amendments are required to implement amendments to the Senior Facilities Agreement expressly permitted by the terms of this Deed)

SFA Cash Cover has the meaning given to the term cash cover in the original form Senior Facilities Agreement

SFA Cash Cover Document means, in relation to any SFA Cash Cover, any Senior Finance Document which creates or evidences, or is expressed to create or evidence, the Security required to be provided over that SFA Cash Cover by paragraph (iii) of the term cash cover as used in the Senior Facilities Agreement

Sponsor Affiliate means Sponsor Management Company (XCo), each of its Affiliates, any trust of which XCo or any of its Affiliates is a trustee, any partnership of which XCo or any of its Affiliates is a partner and any trust, fund or other entity which is managed by, or is under the control of, XCo or any of its Affiliates provided that any such trust, fund or other entity which has been established for at least six months solely for the purpose of making, purchasing or investing in loans or debt securities and which is managed or controlled independently from all other trusts, funds or other entities managed or controlled by XCo or any of its Affiliates which have been established for the primary or main purpose of investing in the share capital of companies shall not constitute a Sponsor Affiliate

Subsidiary has the meaning given to the term Subsidiary in the original form Senior Facilities Agreement

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Subsidiary Guarantee means each English Guarantee Agreement (as defined and the form set out in the original form Note Purchase Agreement) and each other guarantee agreement provided by a Subsidiary pursuant to 9.31 of the original form Note Purchase Agreement

Taxes has the meaning given to the term Taxes in the original form Senior Facilities Agreement

Term Loan means any term loan made under the Senior Term Facility

Term Outstandings means, at any time, the aggregate of the amounts of principal (not including any capitalised or deferred interest) then outstanding under the Senior Term Facility

Total Exchange Rate Hedged Amount means, at any time, the aggregate of each Aggregate Exchange Rate Hedged Amount at that time

Total Interest Rate Hedged Amount means, at any time, the aggregate of each Aggregate Interest Rate Hedged Amount at that time

Transaction Security means the Security created or evidenced or expressed to be created or evidenced under or pursuant to the Security Documents

Transaction Security Documents has the meaning given to the term Transaction Security Documents in the original form Senior Facilities Agreement

VAT means value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature

1.2Construction

(a)Unless a contrary indication appears, a reference in this Deed to:

(i)any Ancillary Lender, Arranger, Bilateral Lender, Company, Creditor, Debtor, Hedge Counterparty, Intra Group Lender, Noteholder, Party, Primary Creditor, Security Trustee, Senior Agent, Senior Arranger, Senior Borrower, Senior Creditor, Senior Guarantor or Senior Lender shall be construed to be a reference to it in its capacity as such and not in any other capacity;

(ii)any Ancillary Lender, Arranger, Creditor, Debtor, Hedge Counterparty, any Party or the Security Trustee or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees and, in the case of the Security Trustee or Senior Agent, any person for the time being so appointed in accordance with this Deed, or the relevant Senior Finance Documents or Note Finance Documents;

(iii)assets includes present and future properties, revenues and rights of every description;

(iv)a Debt Document or any other agreement or instrument is (other than a reference to a Debt Document or any other agreement or instrument in original form) a reference to that Debt Document, or other agreement or instrument, as amended, novated, supplemented, extended, restated (however fundamentally) or (in the case of an Ancillary Document or Bilateral Document) replaced as permitted by this Deed;

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(v)enforcing (or any derivation) the Transaction Security shall include the appointment of an administrator of a Debtor by the Security Trustee;

(vi)indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(vii)the original form of a Debt Document or any other agreement or instrument is a reference to that Debt Document, agreement or instrument as originally entered into;

(viii)a person includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality) or any other entity or body of any description;

(ix)a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, then being a type with which persons to which it applies customarily comply) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self regulatory or other authority or organisation; and

(x)a provision of law is a reference to that provision as amended or re enacted.

(b)Section, clause and schedule headings are for ease of reference only.

(c)A Default (other than an Event of Default, a Senior Payment Default or a Note Payment Default) is continuing if it has not been remedied (in the case of a Default under the Senior Facilities Agreement, to the satisfaction of the Senior Agent acting on the instructions of the Majority Senior Lenders or the Senior Lenders (as required pursuant to the terms of the Senior Facilities Agreement) or, in the case of a Default under the Note Purchase Agreement, to the satisfaction of the Majority Noteholders or the Noteholders (as required pursuant to the terms of the Note Purchase Agreement)) or waived and an Event of Default, a Senior Payment Default or a Note Payment Default is continuing if it has not been waived.

(d)A reference to the plural also denotes the singular and vice versa.

1.3Third Party Rights

(a)Unless expressly provided to the contrary in this Deed, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (Third Parties Rights Act) to enforce or to enjoy the benefit of any term of this Deed.

(b)Notwithstanding any term of this Deed, the consent of any person who is not a Party is not required to rescind or vary this Deed at any time.

(c)Any Receiver, Delegate or any other person described in clause 13.9 (No proceedings) may, subject to this clause 1.3 and the Third Parties Rights Act, rely on any clause of this Deed which expressly confers rights on it.

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1.4Deed

This Deed is intended to take effect as a deed notwithstanding the fact that a Party may only execute this Deed underhand.

2Ranking and priority

2.1Primary Creditor Liabilities

(a)Each of the Parties agrees that the Liabilities owed by the Debtors to the Primary Creditors shall rank pro rata between (1) the Senior Liabilities and (2) the Note Liabilities.

(b)The Senior Lender Liabilities, Hedging Liabilities and Bilateral Liabilities shall rank pro rata.

2.2Transaction Security

(a)Each of the Parties agrees that the Transaction Security shall rank and secure first, (1) the Senior Lender Liabilities and (2) the Note Liabilities pro rata.

(b)The Senior Lenders, the Hedge Counterparties and the Bilateral Lenders agree that the Transaction Security shall rank and secure the Senior Lender Liabilities, the Hedge Liabilities and the Bilateral Liabilities pro rata.

2.3Subordinated and Intra Group Liabilities

(a)Each of the Parties agrees that the Intra Group Liabilities are postponed and subordinated to the Liabilities owed by the Debtors to the Primary Creditors.

(b)This Deed does not purport to rank any of the Intra Group Liabilities as between themselves.

3Senior Lenders and Senior Lender Liabilities

3.1Payment of Senior Lender Liabilities and Bilateral Liabilities

(a)Prior to a Distress Event, the Debtors may make, and the Senior Lender and/or Bilateral Lender (as the case may be) may receive, Payments of the Senior Lender Liabilities and the Bilateral Liabilities at any time in accordance with the Senior Finance Documents and the Bilateral Documents.

(b)On and following a Distress Event any Payments received by the Senior Lenders and/or the Bilateral Lenders other than Excluded Payments shall be applied in accordance with clauses 7.3 (Set Off) and 8 (Turnover of receipts).

3.2Amendments and Waivers: Senior Lenders

(a)Subject to clauses 3.2(b) and 3.2(c) below, the Senior Lenders may amend or waive the terms of the Senior Finance Documents (other than this Deed or any Security Document) in accordance with their terms (and subject to any consent required under them) at any time.

(b)The Senior Lenders may not amend or waive the terms of the Senior Finance Documents if the amendment or waiver is, in relation to the original form Senior Finance Documents:

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(i)an amendment or waiver constituting an increase in the principal amount of the Senior Facilities (other than an increase described in clause 3.3(a)(i));

(ii)an amendment or waiver making the due date of payment of any amount under the Senior Finance Documents earlier than as set out in the original form Senior Finance Documents;

(iii)an amendment or waiver constituting an increase in, or addition of, any fees or commission other than such an increase or addition which is:

(A)contemplated by the original form Senior Finance Documents; or

(B)described in clause 3.3(a)(ii)); or

(iv)an amendment or waiver the effect of which is to make any member of the Group liable to make additional or increased payments not:

(A)provided for under the original form Senior Finance Documents; or

(B)described in this clause 3.2 or clause 3.3,

unless the prior consent of the Majority Noteholders is obtained.

(c)Without prejudice to clause 11.2 (Distressed Disposals), the Senior Lenders may not:

(i)amend or waive the terms of the Senior Finance Documents if the amendment or waiver:

(A)would have the effect of changing, or relates to, the nature or scope of the guarantee and indemnity granted under clause 22 (Guarantee and Indemnity) of the original form Senior Facilities Agreement; or

(B)relates to the release of any guarantee and indemnity granted under clause 22 (Guarantee and Indemnity) of the original form Senior Facilities Agreement unless expressly envisaged by the original form of a Senior Finance Document or relating to a sale or disposal of an asset which is a Non-Distressed Disposal; or

(ii)consent to the resignation of a member of the Group which has granted a guarantee and indemnity under clause 22 (Guarantee and Indemnity) of the original form Senior Facilities Agreement unless each Hedge Counterparty has notified the Security Trustee that no payment is due to it from that member of the Group under clause 22 (Guarantee and Indemnity) of the original form Senior Facilities Agreement,

unless the prior consent of each Hedge Counterparty (to the extent the amendment or waiver would adversely affect the interests of the Hedge Counterparty) (such consent not to be unreasonably withheld or delayed) is obtained.

3.3Increase of principal or fees: Senior Lenders

(a)The Senior Lenders may from time to time (if permitted under the terms of the Senior Facilities Agreement):

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(i)effect a Senior Principal Increase in an amount which (taken together with all prior Senior Principal Increases) does not exceed the Senior Headroom at that time, and the amount of that Senior Principal Increase (together with interest, fees and commission on that amount) shall be treated as being part of the Senior Liabilities and the Senior Lender Liabilities; or

(ii)increase, or add, fees or commission relating to the Senior Facilities if:

(A)that increase or addition is in consideration for the amendment or waiver of, or the giving of a consent under, any term of a Senior Finance Document; or

(B)the effect of that increase or addition (in aggregate over the duration of the Senior Facilities) is (when aggregated with any Senior Principal Increase) no greater than the effect of a Senior Principal Increase permitted under clause 3.3(a)(i) above.

(b)Clause 3.3(a) above shall not restrict any variation which is described in clause 3.2(b)(iii)(A)

3.4Designation of Senior Finance Documents

The Senior Agent and the Company shall not designate a document a Finance Document for the purposes of the Senior Facilities Agreement without the prior consent of the Majority Noteholders if the terms of that document effect a change which would require the consent of the Majority Noteholders under clause 3.2.

3.5Security: Senior Lenders

Other than as set out in clause 3.6, the Senior Lenders may not take, accept or receive from any member of the Group the benefit of any Security, guarantee, indemnity or other assurance against loss in respect of the Senior Lender Liabilities other than:

(a)any Security in respect of the Senior Lender Liabilities in addition to the Common Transaction Security if (except for any Security, permitted under clause 3.6), at the same time it is also provided either:

(i)to the Security Trustee as trustee for the other Secured Parties in respect of their Liabilities; or

(ii)in the case of any jurisdiction in which effective Security cannot be granted in favour of the Security Trustee as trustee for the Secured Parties:

(A)to the other Secured Parties in respect of their Liabilities; or

(B)to the Security Trustee under a parallel debt structure for the benefit of the other Secured Parties

and ranks in the same order of priority as that contemplated in clause 2.2 (Transaction Security); and

(b)any guarantee, indemnity or other assurance against loss In respect of the Senior Lender Liabilities in addition to those in:

(i)the original form of Senior Facilities Agreement;

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(ii)this Deed; or

(iii)any Common Assurance,

if (except for any guarantee, indemnity or other assurance against loss permitted under clause 3.6), at the same time it is also provided to the other Secured Parties in respect of their Liabilities and ranks in the same order of priority as that contemplated In clause 2 (Ranking and priority).

3.6Security: Ancillary Lenders and Bilateral Lenders

No Ancillary Lender or Bilateral Lender will, unless the prior consent of the Instructing Group is obtained, take, accept or receive from any member of the Group the benefit of any Security, guarantee, indemnity or other assurance against loss in respect of any of the Liabilities owed to it other than:

(a)the Common Transaction Security;

(b)each guarantee, indemnity or other assurance against loss contained in:

(i)the original form of Senior Facilities Agreement;

(ii)this Deed; or

(iii)any Common Assurance;

(c)indemnities and assurances against loss contained in the Ancillary Documents and Bilateral Documents no greater in extent than any of those referred to in clause 3.6(b) above;

(d)any SFA Cash Cover permitted under the original form Senior Facilities Agreement relating to any Ancillary Facility;

(e)the indemnities contained in an ISDA Master Agreement (in the case of a Hedging Bilateral Document which is based on an ISDA Master Agreement) or any indemnities which are similar in meaning and effect to those indemnities (in the case of a Hedging Bilateral Document which is not based on an ISDA Master Agreement); or

(f)any Security, guarantee, indemnity or other assurance against loss giving effect to, or arising as a result of the effect of, any netting or set off arrangement relating to the Ancillary Facilities or Bilateral Facilities for the purpose of netting debit and credit balances arising under the Ancillary Facilities or Bilateral Facilities.

3.7Restriction on Enforcement Action:

Subject to clause 3.8, the Senior Creditors shall be free to take any Enforcement Action other than Enforcement Action that requires the consent of the Instructing Group pursuant to clause 10.2 (Enforcement Instructions).

3.8Restriction on Enforcement: Ancillary Lenders and Bilateral Lenders

Subject to clause 3.9, so long as any of the Senior Liabilities (other than any Liabilities owed to the Ancillary Lenders or Bilateral Liabilities) are or may be outstanding, none of the Ancillary Lenders nor the Bilateral Lenders shall be entitled to take any Enforcement Action in respect of any of the Liabilities owed to it.

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3.9Permitted Enforcement: Ancillary Lenders and Bilateral Lenders

(a)Each Ancillary Lender and each Bilateral Lender may take Enforcement Action if:

(i)at the same time as, or prior to, that action, Enforcement Action has been taken in respect of the Senior Lender Liabilities (excluding the Liabilities owing to Ancillary Lenders and the Bilateral Lenders), in which case the Ancillary Lenders and the Bilateral Lenders may take the same Enforcement Action as has been taken in respect of those Senior Lender Liabilities;

(ii)that action is contemplated by clause 3.7;

(iii)that Enforcement Action is taken in respect of SFA Cash Cover which hasbeen provided in accordance with the Senior Facilities Agreement (in original form);

(iv)at the same time as or prior to, that action, the consent of the Instructing Group to that Enforcement Action is obtained; or

(v)an Insolvency Event has occurred in relation to any member of the Group, in which case after the occurrence of that Insolvency Event, each Ancillary Lender and each Bilateral Lender shall be entitled (if it has not already done so) to exercise any right it may otherwise have in respect of that member of the Group to:

(A)accelerate any of that member of the Group’s Senior Lender Liabilities or declare them prematurely due and payable on demand;

(B)make a demand under any guarantee, indemnity or other assurance against loss given by that member of the Group in respect of any Senior Lender Liabilities;

(C)exercise any right of set off or take or receive any Payment in respect of any Senior Lender Liabilities of that member of the Group; or

(D)claim and prove in the liquidation of that member of the Group for the Senior Lender Liabilities owing to it.

(b)Clause 3.8 shall not restrict any right of an Ancillary Lender or Bilateral Lender to net or set-off in relation to a Multi-account Overdraft Facility, in accordance with the terms of the Senior Facilities Agreement (in the original form), to the extent that the netting or set-off represents a reduction from a Permitted Gross Amount of that Multi-account Overdraft Facility to or towards its Designated Net Amount.

3.10Representations: Senior Creditor

Each Senior Creditor represents and warrants to the Noteholders and the Security Trustee that:

(a)it is a corporation or other entity, duly incorporated or formed and validly existing under the laws of its jurisdiction of incorporation or formation;

(b)the obligations expressed to be assumed by it in this Deed are, subject to any general principles of law limiting its obligations which are applicable to creditors generally, legal, valid, binding and enforceable obligations; and

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(c)the entry into and performance by it of this Deed does not and will not:

(i)conflict with any law or regulation applicable to it, its constitutional documents or any agreement or instrument binding upon it or any of its assets; or

(ii)constitute a default or termination event (however described) under any agreement or instrument binding on it or any of its assets.

4Hedge Counterparties and Hedging Liabilities

4.1Identity of Hedge Counterparties

(a)Each Hedge Counterparty shall be a Senior Lender.

(b)Subject to clause 4.1(c) below, no person providing hedging arrangements to any Debtor shall be entitled to share in any of the Transaction Security or in the benefit of any guarantee or indemnity in respect of any of the liabilities arising in relation to those hedging arrangements nor shall those liabilities be treated as Hedging Liabilities unless that person is or becomes a party to this Deed as a Hedge Counterparty.

(c)Clause 4.1(b) above shall not apply to a Hedging Bilateral Lender.

4.2Restriction on Payment: Hedging Liabilities

The Debtors shall not, and shall procure that no other member of the Group will, make any Payment of the Hedging Liabilities at any time unless:

(a)that Payment is permitted under clause 4.3; or

(b)the taking or receipt of that Payment is permitted under clause 4.9(c).

4.3Permitted Payments: Hedging Liabilities

(a)Subject to clauses 4.3(b) and 4.3(d) below, the Debtors may make Payments to any Hedge Counterparty in respect of the Hedging Liabilities then due to that Hedge Counterparty under any Hedging Agreement in accordance with the terms of that Hedging Agreement:

(i)if the Payment is a scheduled Payment arising under the relevant Hedging Agreement in its original form or as modified in accordance with clause 4.6;

(ii)to the extent that the relevant Debtor’s obligation to make the Payment arises as a result of the operation of:

(A)any of sections 2(d) (Deduction or Withholding for Tax), 2(e) (Default Interest; Other Amounts), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments) and 11 (Expenses) of the 1992 ISDA Master Agreement (if the Hedging Agreement is based on a 1992 ISDA Master Agreement);

(B)any of sections 2(d) (Deduction or Withholding for Tax), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments), 9(h)(i) (Prior to Early Termination) and 11 (Expenses) of the 2002 ISDA

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Master Agreement of that Hedging Agreement (if the Hedging Agreement is based on a 2002 ISDA Master Agreement); or

(C)any provision of a Hedging Agreement which is similar in meaning and effect to any provision listed in clause 4.3(a)(ii)(A) or 4.3(a)(ii)(B) above (if the Hedging Agreement is not based on an ISDA Master Agreement);

(iii)to the extent that the relevant Debtor’s obligation to make the Payment arises from a Non Credit Related Close-Out;

(iv)to the extent that:

(A)the relevant Debtor’s obligation to make the Payment arises from a Credit Related Close Out in relation to that Hedging Agreement; and

(B)no Event of Default is continuing at the time of that Payment; or

(v)if the Instructing Group give prior consent to the Payment being made.

(b)No Payment may be made to a Hedge Counterparty under clause 4.3(a) above if any scheduled Payment due from that Hedge Counterparty to a Debtor under a Hedging Agreement to which they are both party is due and unpaid.

(c)Failure by a Debtor to make a Payment to a Hedge Counterparty which results solely from the operation of clause 4.3(b) above shall, without prejudice to clause 4.4, not result in a default (however described) in respect of that Debtor under that Hedging Agreement.

(d)On and following a Distress Event any Payments received by a Hedge Counterparty shall be applied in accordance with clauses 7.3 (Set Off) and 8 (Turnover of receipts) other than a Payment that is an Excluded Payment.

4.4Payment obligations continue

No Debtor shall be released from the liability to make any Payment (including of default interest, which shall continue to accrue) under any Debt Document by the operation of clauses 4.2 and 4.3 even if its obligation to make that Payment is restricted at any time by the terms of any of those clauses.

4.5No acquisition of Hedging Liabilities

The Debtors shall not, and shall procure that no other member of the Group will:

(a)enter into any Liabilities Acquisition; or

(b)beneficially own all or any part of the share capital of a company that is party to a Liabilities Acquisition,

In respect of any of the Hedging Liabilities unless the prior consent of the Instructing Group is obtained.

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4.6Amendments and Waivers: Hedging Agreements

(a)Subject to clause 4.6(b) below, the Hedge Counterparties may not, at any time, amend or waive any term of the Hedging Agreements.

(b)A Hedge Counterparty may amend or waive any term of a Hedging Agreement in accordance with the terms of that Hedging Agreement if:

(i)that amendment or waiver does not breach another term of this Deed; and

(ii)that amendment or waiver would not result in a breach of clause 26.32 (Treasury transactions) of the original form Senior Facilities Agreement or section 9.28 (Treasury transactions) of the original form Note Purchase Agreement.

4.7Security: Hedge Counterparties

The Hedge Counterparties may not take, accept or receive the benefit of any Security, guarantee, indemnity or other assurance against loss from any member of the Group in respect of the Hedging Liabilities other than:

(a)the Common Transaction Security;

(b)any guarantee, indemnity or other assurance against loss contained in:

(i)the original form of Senior Facilities Agreement;

(ii)this Deed;

(iii)any Common Assurance; or

(iv)the relevant Hedging Agreement no greater in extent than any of those referred to in clauses 4.7(b)(i) to 4.7(b)(iii) above;

(c)as otherwise contemplated by clause 3.5 (Security: Senior Lenders); and

(d)the indemnities contained in the ISDA Master Agreements (in the case of a Hedging Agreement which is based on an ISDA Master Agreement) or any indemnities which are similar in meaning and effect to those indemnities (in the case of a Hedging Agreement which is not based on an ISDA Master Agreement).

4.8Restriction on Enforcement: Hedge Counterparties

Subject to clause 4.9 and clause 4.10, the Hedge Counterparties shall not take any Enforcement Action in respect of any of the Hedging Liabilities or any of the hedging transactions under any of the Hedging Agreements at any time.

4.9Permitted Enforcement: Hedge Counterparties

(a)To the extent it is able to do so under the relevant Hedging Agreement, a Hedge Counterparty may terminate or close out in whole or in part any hedging transaction under that Hedging Agreement prior to its stated maturity:

(i)if, prior to a Distress Event, the Company has certified to that Hedge Counterparty that that termination or close out would not result in a breach of

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clause 26.32 (Treasury transactions) of the original form Senior Facilities Agreement or section 9.28 (Treasury transactions) of the original form Note Purchase Agreement;

(ii)if a Distress Event has occurred;

(iii)if:

(A)in relation to a Hedging Agreement which is based on the 1992 ISDA Master Agreement:

1)an Illegality or Tax Event or Tax Event Upon Merger (each as defined in the 1992 ISDA Master Agreement); or

2)an event similar in meaning and effect to a “Force Majeure Event” (as defined in clause 4.9(a)(iii)(B) below),

has occurred in respect of that Hedging Agreement;

(B)in relation to a Hedging Agreement which is based on the 2002 ISDA Master Agreement, an Illegality or Tax Event, Tax Event Upon Merger or a Force Majeure Event (each as defined in the 2002 ISDA Master Agreement) has occurred in respect of that Hedging Agreement; or

(C)in relation to a Hedging Agreement which is not based on an ISDA Master Agreement, any event similar in meaning and effect to an event described in clauses 4.9(a)(iii)(A) or 4.9(a)(iii)(B) above has occurred under and in respect of that Hedging Agreement;

(iv)if an Event of Default has occurred under either clause 27.6 (Insolvency) or clause 27.7 (Insolvency proceedings) of the original form Senior Facilities Agreement in relation to a Debtor which is party to that Hedging Agreement;

(v)if the Instructing Group gives prior consent to that termination or close-out being made;

(vi)following a Senior Lender Refinancing; or

(vii)to the extent that that termination or close out is necessary to comply with clause 4.13(c).

(b)If a Debtor has defaulted on any Payment due under a Hedging Agreement (after allowing any applicable notice or grace periods) and the default has continued unwaived for more than ten Business Days after notice of that default has been given to the Security Trustee pursuant to clause 18.3(i) (Notification of prescribed events), the relevant Hedge Counterparty:

(i)may, to the extent it is able to do so under the relevant Hedging Agreement, terminate or close out in whole or in part any hedging transaction under that Hedging Agreement; and

(ii)until such time as the Security Trustee has given notice to that Hedge Counterparty that the Transaction Security is being enforced (or that any formal steps are being taken to enforce the Transaction Security), shall be

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entitled to exercise any right it might otherwise have to sue for, commence or join legal or arbitration proceedings against any Debtor to recover any Hedging Liabilities due under that Hedging Agreement.

(c)After the occurrence of an Insolvency Event in relation to any member of the Group, each Hedge Counterparty shall be entitled to exercise any right it may otherwise have in respect of that member of the Group to:

(i)prematurely close out or terminate any Hedging Liabilities of that member of the Group;

(ii)make a demand under any guarantee, indemnity or other assurance against loss given by that member of the Group in respect of any Hedging Liabilities;

(iii)exercise any right of set off or take or receive any Payment in respect of any Hedging Liabilities of that member of the Group; or

(iv)claim and prove in the liquidation of that member of the Group for the Hedging Liabilities owing to it.

4.10Required Enforcement: Hedge Counterparties

(a)Subject to clause 4.9(b) below, a Hedge Counterparty shall promptly terminate or close out in full any hedging transaction under all or any of the Hedging Agreements to which it is party prior to their stated maturity, following:

(i)the occurrence of an Acceleration Event and delivery to it of a notice from the Security Trustee that that Acceleration Event has occurred; and

(ii)delivery to it of a subsequent notice from the Security Trustee (acting on the instructions of an Instructing Group) instructing it to do so.

(b)If a Hedge Counterparty is entitled to terminate or close-out any hedging transaction under clause 4.9(b) (or would have been able to if that Hedge Counterparty had given the notice referred to in that clause) but has not terminated or closed out each such hedging transaction, that Hedge Counterparty shall promptly terminate or close-out in full each such hedging transaction following a request to do so by the Security Trustee (acting on the instructions of an Instructing Group).

4.11Treatment of Payments due to Debtors on termination of hedging transactions

(a)If, on termination of any hedging transaction under any Hedging Agreement occurring after a Distress Event, a settlement amount or other amount (following the application of any Close Out Netting, Payment Netting or Inter-Hedging Agreement Netting in respect of that Hedging Agreement) falls due from a Hedge Counterparty to the relevant Debtor then that amount shall be paid by that Hedge Counterparty to the Security Trustee, treated as the proceeds of enforcement of the Transaction Security and applied in accordance with the terms of this Deed.

(b)The payment of that amount by the Hedge Counterparty to the Security Trustee in accordance with clause 4.11(a) above shall discharge the Hedge Counterparty’s obligation to pay that amount to that Debtor.

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4.12Terms of Hedging Agreements

The Hedge Counterparties (to the extent party to the Hedging Agreement in question) and the Debtors party to the Hedging Agreements shall ensure that, at all times:

(a)each Hedging Agreement documents only hedging arrangements entered into for the purpose of hedging the types of liabilities described in the Hedging Letter and that no other hedging arrangements are carried out under or pursuant to a Hedging Agreement;

(b)each Hedging Agreement is based on an ISDA Master Agreement;

(c)in the event of a termination of the hedging transaction entered into under a Hedging Agreement, whether as a result of:

(i)a Termination Event or an Event of Default, each as defined in the relevant Hedging Agreement (in the case of a Hedging Agreement which is based on an ISDA Master Agreement); or

(ii)an event similar in meaning and effect to either of those described in clause 4.12(c)(i) above (in the case of a Hedging Agreement which is not based on an ISDA Master Agreement),

that Hedging Agreement will:

(A)if it is based on a 1992 ISDA Master Agreement, provide for payments under the “Second Method” and will make no material amendment to section 6(e) (Payments on Early Termination) of the ISDA Master Agreement; or

(B)if it is based on a 2002 ISDA Master Agreement, make no material amendment to the provisions of section 6(e) (Payments on Early Termination) of the ISDA Master Agreement;

(d)each Hedging Agreement will provide that the relevant Hedge Counterparty will be entitled to designate an Early Termination Date or otherwise be able to terminate each transaction under such Hedging Agreement if so required pursuant to clause 4.10; and

(e)each Hedging Agreement will permit the relevant Hedge Counterparty and each relevant Debtor to take such action as may be necessary to comply with clause 4.13.

4.13Total Interest Rate Hedged Amount and Total Exchange Rate Hedged Amount

(a)The Company shall procure that (unless the prior written consent of the Majority Senior Creditors and Majority Noteholders for non-compliance has been obtained), at all times:

(i)the Total Interest Rate Hedged Amount does not exceed the Permitted Maximum Interest Rate Hedged Amount; and

(ii)the Total Exchange Rate Hedged Amount does not exceed the Permitted Maximum Exchange Rate Hedged Amount

(b)Subject to clause 4.13(a) above, if:

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(i)the Total Interest Rate Hedged Amount is less than the Permitted Maximum Interest Rate Hedged Amount, a Debtor may (but, subject to clause 26.32 (Treasury transactions) of the original form Senior Facilities Agreement and section 9.28 (Treasury transactions) of the original form Note Purchase Agreement shall be under no obligation to) enter into additional hedging arrangements to increase the Total Interest Rate Hedged Amount; or

(ii)the Total Exchange Rate Hedged Amount is less than the Permitted Maximum Exchange Rate Hedged Amount, a Debtor may (but, subject to clause 26.33 (Compliance with Hedging Letter) of the original form Senior Facilities Agreement and section 9.38 (Compliance with Hedging Letter) of the original form Note Purchase Agreement shall be under no obligation to) enter into additional hedging arrangements to increase the Total Exchange Rate Hedged Amount.

(c)If any reduction in the Term Outstandings results in:

(i)an Interest Rate Hedge Excess then, on the same day as that reduction becomes effective in accordance with the terms of the relevant Facility Agreement, the relevant Debtor(s) shall, and the Company shall procure that the relevant Debtor(s) shall, reduce each Hedge Counterparty’s Aggregate Interest Rate Hedged Amount by that Hedge Counterparty’s Interest Rate Hedge Proportion of that Interest Rate Hedge Excess by terminating or closing out any relevant hedging transaction(s) in full or in part, as may be necessary; or

(ii)an Exchange Rate Hedge Excess then, on the same day as that reduction becomes effective in accordance with the terms of the relevant Facility Agreement, the relevant Debtor(s) shall, and the Company shall procure that the relevant Debtor(s) shall, reduce each Hedge Counterparty’s Aggregate Exchange Rate Hedged Amount by that Hedge Counterparty’s Exchange Rate Hedge Proportion of that Exchange Rate Hedge Excess by terminating or closing out any relevant hedging transaction(s) in full or in part, as may be necessary.

(d)The relevant Debtor(s) shall, and the Company shall procure that the relevant Debtor(s) shall, pay to that Hedge Counterparty (in accordance with the relevant Hedging Agreement) an amount equal to the sum of all payments (if any) that become due from each relevant Debtor to a Hedge Counterparty under the relevant Hedging Agreement(s) as a result of any action described in clause 4.13(c) above.

(e)Each Hedge Counterparty shall co operate in any process described in clause 4.13(d) above and shall pay (in accordance with the relevant Hedging Agreement(s)) any amount that becomes due from it under the relevant Hedging Agreement(s) to a Debtor as a result of any action described in clause 4.13(c) above.

5Noteholders and Note Liabilities

5.1Payment of Note Liabilities

(a)Prior to a Distress Event, the Debtors may make, and the Noteholders may retain, Payments of the Note Liabilities at any time in accordance with the Note Finance Documents.

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(b)On and following a Distress Event any Payments received by the Noteholders shall be applied in accordance with clauses 7.3 (Set Off) and 8 (Turnover of receipts).

5.2Amendments and Waivers: Noteholders

(a)Subject to clause 5.2(b) below, the Noteholders may amend or waive the terms of the Note Finance Documents (other than this Deed or any Security Document) in accordance with their terms (and subject to any consent required under them) at any time.

(b)The Noteholders may not amend or waive the terms of the Note Finance Documents if the amendment or waiver is, in relation to the original form Note Finance Documents:

(i)an amendment or waiver constituting an increase in the aggregate principal amount of the Notes (other than an increase described in clause 5.3(a)(i));

(ii)an amendment or waiver making the due date of payment of any amount under the Note Finance Documents earlier than as set out in the original form Note Finance Documents;

(iii)an amendment or waiver constituting an increase in, or addition of, any fees or commission other than such an increase or addition which is:

(A)contemplated by the original form Note Finance Documents; or

(B)described in clause 5.3(a)(ii); or

(iv)an amendment or waiver the effect of which is to make any member of the Group liable to make additional or increased payments not:

(A)provided for under the original form Note Finance Documents;

(B)described in clause 5.3; or

(C)permitted as a consequence of clauses 5.2(b)(i) above,

unless the prior consent of the Majority Senior Lenders is obtained.

5.3Increase of principal Noteholders

(a)The Noteholders may from time to time (if permitted under the terms of the Note Purchase Agreement):

(i)effect a Note Principal Increase in an amount which (taken together with all prior Note Principal Increases) does not exceed the Note Headroom at that time provided that there is no scheduled amortisation of the Note Principal Increase and the Note Principal Increase does not mature prior to 15 June 2018. The amount of that Note Principal Increase (together with interest, fees and commission on that amount) shall be treated as being part of the Note Liabilities; or

(ii)increase, or add, fees or commission relating to the Notes if:

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(A)that increase or addition is in consideration for the amendment or waiver of, or the giving of a consent under, any term of a Note Finance Document; or

(B)the effect of that increase or addition (in aggregate over the duration of the Notes) is (when aggregated with any Note Principal Increase) no greater than the effect of the Note Principal Increase permitted under clause 5.3(a)(i) above.

(b)Clause 5.3(a) above shall not restrict any variation which is described in clause 5.2(b)(iii)(A) or 5.2(b)(iii)(B).

5.4Designation of Note Finance Documents

The Noteholders and the Company agree that they will not designate a document a Note Document for the purposes of the Note Purchase Agreement without the prior consent of the Majority Senior Lenders if the terms of that document effect a change which would otherwise require the consent of the Majority Senior Lenders under clause 5.2 (Amendments and Waivers: Noteholders).

5.5Security: Noteholders

The Noteholders may not take, accept or receive from any member of the Group the benefit of any Security, guarantee, indemnity or other assurance against loss in respect of the Note Liabilities other than:

(a)any Security in respect of the Note Liabilities in addition to the Common Transaction Security if (except for any Security, permitted under clause 3.6), at the same time it is also provided either:

(i)to the Security Trustee as trustee for the other Secured Parties in respect of their Liabilities; or

(ii)in the case of any jurisdiction in which effective Security cannot be granted in favour of the Security Trustee as trustee for the Secured Parties:

(A)to the other Secured Parties in respect of their Liabilities; or

(B)to the Security Trustee under a parallel debt structure for the benefit of the other Secured Parties

and ranks in the same order of priority as that contemplated in clause 2.2 (Transaction Security); and

(b)any guarantee, indemnity or other assurance against loss in respect of the Note Liabilities in addition to those in:

(i)the original form Note Purchase Agreement;

(ii)any Subsidiary Guarantee;

(iii)this Deed; or

(iv)any Common Assurance,

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if, at the same time, it is also offered to the other Secured Parties in respect of their Liabilities and ranks in the same order of priority as that contemplated in clause 2 (Ranking and priority).

5.6Restriction on Enforcement Action:

The Noteholders shall be free to take any Enforcement Action other than Enforcement Action that requires the consent of the Instructing Group pursuant to clause 10.2 (Enforcement Instructions).

5.7Representations: Noteholder

Each Noteholder represents and warrants to the Senior Creditors, the Security Trustee and the Senior Agent that:

(a)it is a corporation or other entity, duly incorporated or formed and validly existing under the laws of its jurisdiction of incorporation or formation;

(b)the obligations expressed to be assumed by it in this Deed are, subject to any general principles of law limiting its obligations which are applicable to creditors generally, legal, valid, binding and enforceable obligations; and

(c)the entry into and performance by it of this Deed does not and will not:

(i)conflict with any law or regulation applicable to it, its constitutional documents or any agreement or instrument binding upon it or any of its assets; or

(ii)constitute a default or termination event (however described) under any agreement or instrument binding on it or any of its assets.

6Intra Group Lenders and Intra Group Liabilities

6.1Restriction on Payment: Intra Group Liabilities

Prior to the Final Discharge Date, the Debtors shall not, and shall procure that no other member of the Group will, make any Payments of the Intra Group Liabilities at any time unless:

(a)that Payment is permitted under clause 6.2; or

(b)the taking or receipt of that Payment is permitted under clause 6.7(c).

6.2Permitted Payments: Intra Group Liabilities

(a)Subject to clause 6.2(b) below, the Debtors may make Payments in respect of the Intra Group Liabilities (whether of principal, interest or otherwise) from time to time when due.

(b)Payments in respect of the Intra Group Liabilities may not be made pursuant to clause 6.2(a) above if, at the time of the Payment, an Acceleration Event has occurred unless the Security Trustee (acting on the instructions of the Instructing Group) consents to that Payment being made.

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6.3Payment obligations continue

No Debtor shall be released from the liability to make any Payment (including of default interest, which shall continue to accrue) under any Debt Document by the operation of clauses 6.1 and 6.2 even if its obligation to make that Payment is restricted at any time by the terms of any of those clauses.

6.4Acquisition of Intra Group Liabilities

(a)Subject to clause 6.4(b) below, each Debtor may, and may permit any other member of the Group to:

(i)enter into any Liabilities Acquisition; or

(ii)beneficially own all or any part of the share capital of a company that is party to a Liabilities Acquisition,

in respect of any Intra Group Liabilities at any time.

(b)Subject to clause 6.4(c) below, no action described in clause 6.4(a) above may take place in respect of any Intra Group Liabilities if:

(i)that action would result in a breach of the Senior Facilities Agreement or the Note Purchase Agreement; or

(ii)at the time of that action, an Acceleration Event has occurred and is continuing.

(c)The restrictions in clause 6.4(b) above shall not apply if the Security Trustee (acting on the instructions of the Instructing Group) consents to the action.

6.5Security: Intra Group Lenders

Prior to the Final Discharge Date, the Intra Group Lenders may not take, accept or receive the benefit of any Security, guarantee, indemnity or other assurance against loss in respect of the Intra Group Liabilities unless that Security, guarantee, indemnity or other assurance against loss is expressly permitted under the terms of the Senior Facilities Agreement and the Note Purchase Agreement.

6.6Restriction on enforcement: Intra Group Lenders

Subject to clause 6.7, none of the Intra Group Lenders shall be entitled to take any Enforcement Action in respect of any of the Intra Group Liabilities at any time prior to the Final Discharge Date without the prior written consent of the Security Trustee (acting in accordance with the instructions of the Instructing Group).

6.7Permitted Enforcement: Intra Group Lenders

After the occurrence of an Insolvency Event in relation to any member of the Group, each Intra Group Lender may (unless otherwise directed by the Security Trustee or unless the Security Trustee has taken, or has given notice that it intends to take, action on behalf of that Intra Group Lender in accordance with clause 7.5 (Filing of claims)), exercise any right it may otherwise have against that member of the Group to:

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(a)accelerate any of that member of the Group’s Intra Group Liabilities or declare them prematurely due and payable or payable on demand;

(b)make a demand under any guarantee, indemnity or other assurance against loss given by that member of the Group in respect of any Intra Group Liabilities;

(c)exercise any right of set off or take or receive any Payment in respect of any Intra Group Liabilities of that member of the Group; or

(d)claim and prove in the liquidation of that member of the Group for the Intra Group Liabilities owing to it.

6.8Representations: Intra Group Lenders

Each Intra Group Lender represents and warrants to the Primary Creditors, the Security Trustee and the Senior Agent that:

(a)it is a corporation, duly incorporated or formed and validly existing under the laws of its jurisdiction of incorporation or formation;

(b)the obligations expressed to be assumed by it in this Deed are, subject to any general principles of law limiting its obligations which are applicable to creditors generally, legal, valid, binding and enforceable obligations; and

(c)the entry into and performance by it of this Deed does not and will not:

(i)conflict with any law or regulation applicable to it, its constitutional documents or any agreement or instrument binding upon it or any of its assets; or

(ii)constitute a default or termination event (however described) under any agreement or instrument binding on it or any of its assets which has or is reasonably likely to have a Material Adverse Effect (as defined in the original form Senior Facilities Agreement).

7Effect of Insolvency Event or Distress Event

7.1SFA Cash Cover

This clause 7 is subject to clause 12.3 (Treatment of SFA Cash Cover ).

7.2Payment of distributions following Insolvency Event

(a)After the occurrence of an Insolvency Event in relation to any member of the Group, any Party entitled to receive a distribution out of the assets of that member of the Group in respect of Liabilities owed to that Party shall, to the extent it is able to do so, direct the person responsible for the distribution of the assets of that member of the Group to pay that distribution to the Security Trustee until the Liabilities owing to the Secured Parties have been paid in full.

(b)The Security Trustee shall apply distributions paid to it under clause 7.2(a) above in accordance with clause 12 (Application of Proceeds).

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7.3Set Off

(a)Subject to clause 7.3(b) below, to the extent that any member of the Group’s Liabilities are discharged by way of set off (mandatory or otherwise) after the occurrence of a Distress Event or in connection with a set off that constitutes a Distress Event, any Creditor which benefited from that set off shall pay an amount equal to the amount of the Liabilities owed to it which are discharged by that set off to the Security Trustee for application in accordance with clause 12 (Application of Proceeds).

(b)Clause 7.3(a) above shall not apply to any Excluded Payment.

7.4Non cash distributions

If the Security Trustee or any other Secured Party receives a distribution in a form other than in cash in respect of any of the Liabilities, the Liabilities will not be reduced by that distribution until and except to the extent that the realisation proceeds are actually applied towards the Liabilities.

7.5Filing of claims

Without prejudice to any Ancillary Lender’s right of netting or set off relating to a Multi account Overdraft Facility (to the extent that the netting or set off represents a reduction from a Permitted Gross Amount of that Multi account Overdraft Facility to or towards its Designated Net Amount), after the occurrence of an Insolvency Event in relation to any member of the Group, each Creditor irrevocably authorises the Security Trustee (acting in accordance with clause 7.7), on its behalf, to:

(a)take any Enforcement Action (in accordance with the terms of this Deed) against that member of the Group;

(b)demand, sue, prove and give receipt for any or all of that member of the Group’s Liabilities;

(c)collect and receive all distributions on, or on account of, any or all of that member of the Group’s Liabilities; and

(d)file claims, take proceedings and do all other things the Security Trustee considers reasonably necessary to recover that member of the Group’s Liabilities.

7.6Creditors’ actions

Each Creditor will:

(a)do all things that the Security Trustee (acting in accordance with clause 7.7) requests in order to give effect to this clause 7; and

(b)if the Security Trustee is not entitled to take any of the actions contemplated by this clause 7 or if the Security Trustee (acting in accordance with clause 7.7) requests that a Creditor take that action, undertake that action itself in accordance with the instructions of the Security Trustee (acting in accordance with clause 7.7) or grant a power of attorney to the Security Trustee (on such terms as the Security Trustee (acting in accordance with clause 7.7) may reasonably require) to enable the Security Trustee to take such action.

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7.7Security Trustee instructions

For the purposes of clause 7.5 and clause 7.6 the Security Trustee shall:

(a)act on the instructions of the group of Primary Creditors entitled, at that time, to give instructions under clause 10.2 (Enforcement Instructions) or clause 10.3 (Manner of enforcement); or

(b)in the absence of any such instructions, act (or refrain from taking action) as the Security Trustee sees fit.

8Turnover of receipts

8.1SFA Cash Cover

This clause 8 is subject to clause 12.3 (Treatment of SFA Cash Cover ).

8.2Turnover by the Creditors

Subject to clause 8.3 and to clause 8.4, but without prejudice to clause 7.3 (Set Off) if at any time prior to the Final Discharge Date, any Creditor receives or recovers:

(a)any Payment or distribution of, or on account of or in relation to, any of the Liabilities which is not either:

(i)a Permitted Payment; or

(ii)made in accordance with clause 12 (Application of Proceeds);

(b)other than where clause 7.3 (Set Off) applies, any amount by way of set off in respect of any of the Liabilities owed to it which does not give effect to a Permitted Payment;

(c)notwithstanding clauses 8.2(a) and 8.2(b) above, and other than where clause 7.3 (Set Off) applies, any amount:

(i)on account of, or in relation to, any of the Liabilities:

(A)after the occurrence of a Distress Event or when the receipt is in connection with an event that constitutes a Distress Event; or

(B)as a result of any other litigation or proceedings against a member of the Group (other than after the occurrence of an Insolvency Event in respect of that member of the Group); or

(ii)by way of set-off in respect of any of the Liabilities owed to it after the occurrence of a Distress Event,

other than, in each case, any amount received or recovered in accordance with clause 12 (Application of Proceeds);

(d)the proceeds of any enforcement of any Transaction Security except in accordance with clause 12 (Application of Proceeds); or

(e)other than where clause 7.3 (Set Off) applies, any distribution in cash or in kind or Payment of, or on account of or in relation to, any of the Liabilities owed by any

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member of the Group which is not in accordance with clause 12 (Application of Proceeds) and which is made as a result of, or after, the occurrence of a Distress Event,

that Creditor will:

(i)in relation to receipts and recoveries not received or recovered by way of set-off:

(A)hold an amount of that receipt or recovery equal to the Relevant Liabilities (or if less, the amount received or recovered) on trust for the Security Trustee and promptly pay that amount to the Security Trustee for application in accordance with the terms of this Deed; and

(B)promptly pay an amount equal to the amount (if any) by which the receipt or recovery exceeds the Relevant Liabilities to the Security Trustee for application in accordance with the terms of this Deed; and

(ii)in relation to receipts and recoveries received or recovered by way of set-off, promptly pay an amount equal to that recovery to the Security Trustee for application in accordance with the terms of this Deed.

8.3Exclusions

Clause 8.2 shall not apply to any Excluded Payment.

8.4Permitted assurance and receipts

Nothing in this Deed shall restrict the ability of any Primary Creditor to:

(a)arrange with any person which is not a member of the Group any assurance against loss in respect of, or reduction of its credit exposure to, a Debtor (including assurance by way of credit based derivative or sub participation); or

(b)make any assignment or transfer permitted by clause 15 (Changes to the Parties),

which:

(i)is not prohibited by:

(A)the Senior Facilities Agreement; or

(B)the Note Purchase Agreement; and

(ii)is not in breach of clause 4.5 (No acquisition of Hedging Liabilities),

and that Primary Creditor shall not be obliged to account to any other Party for any sum received by it as a result of that action.

8.5Sums received by Debtors

If any of the Debtors receives or recovers any sum which, under the terms of any of the Debt Documents, should have been paid to the Security Trustee, that Debtor will:

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(a)hold an amount of that receipt or recovery equal to the Relevant Liabilities (or if less, the amount received or recovered) on trust for the Security Trustee and promptly pay that amount to the Security Trustee for application in accordance with the terms of this Deed; and

(b)promptly pay an amount equal to the amount (if any) by which the receipt or recovery exceeds the Relevant Liabilities to the Security Trustee for application in accordance with the terms of this Deed.

8.6Saving provision

If, for any reason, any of the trusts expressed to be created in this clause 8 (Turnover of receipts) should fail or be unenforceable, the affected Creditor or Debtor will promptly pay an amount equal to that receipt or recovery to the Security Trustee to be held on trust by the Security Trustee for application in accordance with the terms of this Deed.

9Redistribution

9.1Recovering Creditor’s rights

(a)Any amount paid by a Creditor (Recovering Creditor) to the Security Trustee under clause 7 (Effect of Insolvency Event or Distress Event) or clause 8 (Turnover of receipts) shall be treated as having been paid by the relevant Debtor and distributed to the Security Trustee, the Senior Agent, Arrangers and Primary Creditors (each a Sharing Creditor) in accordance with the terms of this Deed.

(b)On a distribution by the Security Trustee under clause 9.1(a) above of a Payment received by a Recovering Creditor from a Debtor, as between the relevant Debtor and the Recovering Creditor an amount equal to the amount received or recovered by the Recovering Creditor and paid to the Security Trustee (Shared Amount) will be treated as not having been paid by that Debtor.

9.2Reversal of redistribution

(a)if any part of the Shared Amount received or recovered by a Recovering Creditor becomes repayable to a Debtor and is repaid by that Recovering Creditor to that Debtor, then:

(i)each Sharing Creditor shall, upon request of the Security Trustee, pay to the Security Trustee for the account of that Recovering Creditor an amount equal to the appropriate part of its share of the Shared Amount (together with an amount as is necessary to reimburse that Recovering Creditor for its proportion of any interest on the Shared Amount which that Recovering Creditor is required to pay) (Redistributed Amount); and

(ii)as between the relevant Debtor and each relevant Sharing Creditor, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Debtor.

(b)The Security Trustee shall not be obliged to pay any Redistributed Amount to a Recovering Creditor under clause 9.2(a)(i) until it has been able to establish to its satisfaction that it has actually received that Redistributed Amount from the relevant Sharing Creditor.

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10Enforcement of Transaction Security

10.1SFA Cash Cover

This clause 10 is subject to clause 12.3 (Treatment of SFA Cash Cover ).

10.2Enforcement Instructions

(a)The Transaction Security may not be enforced without the prior written consent of the Instructing Group.

(b)Subject to the Transaction Security having become enforceable in accordance with its terms the Instructing Group may give or refrain from giving instructions to the Security Trustee to enforce or refrain from enforcing the Transaction Security as they see fit.

(c)The Security Trustee is entitled to rely on and comply with instructions given in accordance with this clause 10.2.

10.3Manner of enforcement

If the Transaction Security is being enforced pursuant to clause 10.2, the Security Trustee shall enforce the Transaction Security in such manner (including, without limitation, the selection of any administrator of any Debtor to be appointed by the Security Trustee) as the Instructing Group shall instruct or, in the absence of any such instructions, in such manner as the Security Trustee sees fit.

10.4Exercise of voting rights

(a)Each Creditor agrees with the Security Trustee that it will cast its vote in any proposal put to the vote by or under the supervision of any judicial or supervisory authority in respect of any insolvency, pre insolvency or rehabilitation or similar proceedings relating to any member of the Group as instructed by the Security Trustee.

(b)The Security Trustee shall give instructions for the purposes of clause 10.4(a) only as directed by the Instructing Group.

10.5Waiver of rights

To the extent permitted under applicable law and subject to clause 10.2, clause 10.3, clause 12 (Application of Proceeds) and clause 11.2(c) (Distressed Disposals), each of the Secured Parties and the Debtors waives all rights it may otherwise have to require that the Transaction Security be enforced in any particular order or manner or at any particular time or that any sum received or recovered from any person, or by virtue of the enforcement of any of the Transaction Security or of any other security interest, which is capable of being applied in or towards discharge of any of the Secured Obligations is so applied.

11Proceeds of Disposals and Insurance

11.1Non-Distressed Disposals

(a)In this clause 11.1:

Disposal Proceeds means the proceeds of a Non-Distressed Disposal (as defined in clause 11.1(b) below)

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Insurance Proceeds means has the meaning given to that term in the original form Senior Facilities Agreement

(b)If, in respect of a disposal of:

(i)an asset by a Debtor; or

(ii)an asset which is subject to the Transaction Security

to a person or persons outside the Group:

(A)where that disposal is permitted under the Senior Finance Documents;

(B)where that disposal is permitted under the Note Finance Documents; and

(C)that disposal is not a Distressed Disposal,

(a Non-Distressed Disposal),

the Security Trustee is irrevocably authorised (at the cost of the relevant Debtor or the Company and without any consent, sanction, authority or further confirmation from any Creditor or Debtor) but subject to clause 11.1(c) below:

(iii)to release the Transaction Security or any other claim (relating to a Debt Document) over that asset;

(iv)where that asset consists of shares in the capital of a Debtor, to release the Transaction Security or any other claim (relating to a Debt Document) over that Debtor’s assets;

(v)to execute and deliver or enter into any release of the Transaction Security or any claim described in clauses 11.1(b)(iii) and 11.1(b)(iv) above and issue any certificates of non crystallisation of any floating charge or any consent to dealing that may, in the discretion of the Security Trustee, be considered necessary or desirable.

(c)If that Non-Distressed Disposal is not made, each release of Transaction Security or any claim described in clause 11.1(b) above shall have no effect and the Transaction Security or claim subject to that release shall continue in such force and effect as if that release had not been effected.

(d)If any Disposal Proceeds or Insurance Proceeds are required to be applied in mandatory prepayment of (or in respect of a mandatory offer to prepay) any Senior Lender Liabilities or the Note Liabilities then the Disposal Proceeds and Insurance Proceeds shall be applied (or offered, as applicable) pro rata based on the then outstanding principal amount of the Notes and the aggregate Commitments (as defined in the Senior Facilities Agreement) at such time in or towards Payment of:

(i)the Senior Lender Liabilities in accordance with the terms of the Senior Facilities Agreement; and

(ii)the Note Liabilities in accordance with the terms of the Note Purchase Agreement

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and the consent of any other Party shall not be required for that application.

11.2Distressed Disposals

(a)If a Distressed Disposal is being effected the Security Trustee is irrevocably authorised (at the cost of the relevant Debtor or the Company and without any consent, sanction, authority or further confirmation from any Creditor or Debtor):

(i)release of Transaction Security/non crystallisation certificates: to release the Transaction Security or any other claim over that asset and execute and deliver or enter into any release of that Transaction Security or claim and issue any letters of non crystallisation of any floating charge or any consent to dealing that may.  In the discretion of the Security Trustee, be considered necessary or desirable;

(ii)release of liabilities and Transaction Security on a share sale (Debtor): if the asset which is disposed of consists of shares in the capital of a Debtor, to release:

(A)that Debtor and any Subsidiary of that Debtor from all or any part of:

1)its Borrowing Liabilities;

2)its Guarantee Liabilities; and

3)its Other Liabilities;

(B)any Transaction Security granted by that Debtor or any Subsidiary of that Debtor over any of its assets; and

(C)any other claim of an Intra Group Lender, or another Debtor over that Debtor’s assets or over the assets of any Subsidiary of that Debtor,

on behalf of the relevant Creditors;

(iii)release of liabilities and Transaction Security on a share sale (Holding Company): if the asset which is disposed of consists of shares in the capital of any Holding Company of a Debtor, to release:

(A)that Holding Company and any Subsidiary of that Holding Company from all or any part of:

1)its Borrowing Liabilities;

2)its Guarantee Liabilities; and

3)its Other Liabilities;

(B)any Transaction Security granted by any Subsidiary of that Holding Company over any of its assets; and

(C)any other claim of an Intra Group Lender or another Debtor over the assets of any Subsidiary of that Holding Company,

on behalf of the relevant Creditors;

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(iv)disposal of liabilities on a share sale: if the asset which is disposed of consists of shares in the capital of a Debtor or the Holding Company of a Debtor and the Security Trustee (acting in accordance with clause 11.2(c) below) decides to dispose of all or any part of:

(A)the Liabilities; or

(B)the Debtor Liabilities,

owed by that Debtor or Holding Company or any Subsidiary of that Debtor or Holding Company:

(C)(if the Security Trustee (acting in accordance with clause 11.2(c) below) does not intend that any transferee of those Liabilities or Debtor Liabilities (Transferee) will be treated as a Primary Creditor or a Secured Party for the purposes of this Deed), to execute and deliver or enter into any agreement to dispose of all or part of those Liabilities or Debtor Liabilities provided that notwithstanding any other provision of any Debt Document the Transferee shall not be treated as a Primary Creditor or a Secured Party for the purposes of this Deed; and

(D)(if the Security Trustee (acting in accordance with clause 11.2(c) below) does intend that any Transferee will be treated as a Primary Creditor or a Secured Party for the purposes of this Deed), to execute and deliver or enter into any agreement to dispose of:

1)all (and not part only) of the Liabilities owed to the Primary Creditors; and

2)all or part of any other Liabilities and the Debtor Liabilities,

on behalf of, in each case, the relevant Creditors and Debtors;

(v)transfer of obligations in respect of liabilities on a share sale: if the asset which is disposed of consists of shares in the capital of a Debtor or the Holding Company of a Debtor (Disposed Entity) and the Security Trustee (acting in accordance with clause 11.2(c) below) decides to transfer to another Debtor (Receiving Entity) all or any part of the Disposed Entity’s obligations or any obligations of any Subsidiary of that Disposed Entity in respect of:

(A)the Intra Group Liabilities; or

(B)the Debtor Liabilities,

to execute and deliver or enter into any agreement to:

(C)agree to the transfer of all or part of the obligations in respect of those Intra Group Liabilities or Debtor Liabilities on behalf of the relevant Intra Group Lenders and Debtors to which those obligations are owed and on behalf of the Debtors which owe those obligations; and

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(D)to accept the transfer of all or part of the obligations in respect of those Intra Group Liabilities or Debtor Liabilities on behalf of the Receiving Entity or Receiving Entities to which the obligations in respect of those Intra Group Liabilities or Debtor Liabilities are to be transferred.

(b)The net proceeds of each Distressed Disposal (and the net proceeds of any disposal of Liabilities or Debtor Liabilities pursuant to clause 11.2(a)(iv) above) shall be paid to the Security Trustee for application in accordance with clause 12 (Application of Proceeds) as if those proceeds were the proceeds of an enforcement of the Transaction Security and, to the extent that any disposal of Liabilities or Debtor Liabilities has occurred pursuant to clause 11.2(a)(iv)(D) above), as if that disposal of Liabilities or Debtor Liabilities had not occurred.

(c)For the purposes of clauses 11.2(a)(ii), 11.2(a)(iii), 11.2(a)(iv), 11.2(a)(v) and 3.2(c) above, the Security Trustee shall act:

(i)if the relevant Distressed Disposal is being effected by way of enforcement of the Transaction Security, in accordance with clause 10.3 (Manner of enforcement); and

(ii)in any other case

(A)on the instructions of the Instructing Group, or

(B)in the absence of any such Instructions, the Security Trustee shall act (or refrain from taking action) as it sees fit.

Notwithstanding the foregoing provisions of this clause 11.2, any assignment, transfer or release of Transaction Security, Note Liabilities and/or Senior Lender Liabilities pursuant to this clause 11.2 shall only be permitted if such Transaction Security, Note Liabilities and/or Senior Lender Liabilities are assigned, transferred or released on a pro rata basis across the Note Liabilities and the Senior Lender Liabilities or the Security Trustee is acting on the instructions of the Instructing Group.

12Application of Proceeds

12.1Order of application

Subject to clause 12.2 and clause 12.3, all amounts from time to time received or recovered by the Security Trustee pursuant to the terms of any Debt Document or in connection with the realisation or enforcement of all or any part of the Transaction Security (for the purposes of this clause 12,Recoveries) shall be held by the Security Trustee on trust to apply them at any time as the Security Trustee (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the provisions of this clause 12), in the following order of priority:

(a)first, in discharging any sums owing to the Security Trustee, any Receiver or any Delegate;

(b)secondly, in payment of all costs and expenses incurred by the Senior Agent or any Primary Creditor in connection with

(i)any realisation or enforcement of the Transaction Security taken in accordance with the terms of this Deed;

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(ii)any action taken at the request of the Security Trustee under clause 7.6 (Creditors’ actions); or

(iii)any Insolvency Event in respect of any member of the Group;

(c)thirdly, in payment pro rata towards:

(i)the Senior Liabilities; and

(ii)the Note Liabilities.

In respect of the amounts payable in respect of the Senior Liabilities the Security Trustee shall pay pro rata:

(A)the Senior Agent on its own behalf and on behalf of the Senior Arrangers and the Senior Lenders;

(B)the Hedge Counterparties; and

(C)the Bilateral Lenders.

In respect of the amounts payable in respect of the Note Liabilities the Security Trustee shall pay those amounts to the Noteholders on a pro rata basis.

(d)fourthly, if none of the Debtors is under any further actual or contingent liability under any Senior Finance Document, Hedging Agreements, Note Finance Document or Bilateral Document in payment to any person to whom the Security Trustee is obliged to pay in priority to any Debtor; and

(e)fifthly, the balance, if any, in payment to the relevant Debtor.

12.2Prospective liabilities

Following a Distress Event the Security Trustee may, in its discretion, hold any amount of the Recoveries in an interest bearing suspense or impersonal account(s) in the name of the Security Trustee with such financial institution (including itself) and for so long as the Security Trustee shall think fit (the Interest being credited to the relevant account) for later application under clause 12.1 in respect of:

(a)any sum to any Security Trustee, any Receiver or any Delegate; and

(b)any part of the Liabilities, the Liabilities to the Senior Agent or the Senior Arranger Liabilities,

that the Security Trustee reasonably considers, in each case, might become due or owing at any time in the future.

12.3Treatment of SFA Cash Cover

(a)Nothing in this Deed shall prevent any Ancillary Lender taking any Enforcement Action in respect of any SFA Cash Cover which has been provided for it in accordance with the Senior Facilities Agreement.

(b)To the extent that any SFA Cash Cover is not held with the Relevant Ancillary Lender, all amounts from time to time received or recovered in connection with the

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realisation or enforcement of that SFA Cash Cover shall be paid to the Security Trustee and shall be held by the Security Trustee on trust to apply them at any time as the Security Trustee (in its discretion) sees fit, to the extent permitted by applicable law, in the following order of priority:

(i)to the Relevant Ancillary Lender towards the discharge of the Senior Lender Liabilities for which that SFA Cash Cover was provided; and

(ii)the balance, if any, in accordance with clause 12.1.

(c)To the extent that any SFA Cash Cover is held with the Relevant Ancillary Lender, nothing in this Deed shall prevent that Relevant Ancillary Lender receiving and retaining any amount in respect of that SFA Cash Cover to the extent necessary to discharge the Senior Lender Liabilities for which that SFA Cash Cover was provided, the balance, if any, shall be paid to the Security Trustee to be applied in accordance with clause 12.1.

12.4Investment of proceeds

Prior to the application of the proceeds of the Security Property in accordance with clause 12.1 the Security Trustee may, in its discretion, hold all or part of those proceeds in an interest bearing suspense or impersonal account(s) in the name of the Security Trustee with such financial institution (including itself) and for so long as the Security Trustee shall think fit (the interest being credited to the relevant account) pending the application from time to time of those monies in the Security Trustee’s discretion in accordance with the provisions of this clause 12.

12.5Currency Conversion

(a)For the purpose of, or pending the discharge of, any of the Secured Obligations the Security Trustee may convert any moneys received or recovered by the Security Trustee from one currency to another, at the Security Trustee’s Spot Rate of Exchange.

(b)The obligations of any Debtor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.

12.6Permitted Deductions

The Security Trustee shall be entitled, in its discretion, (a) to set aside by way of reserve amounts required to meet and (b) to make and pay, any deductions and withholdings (on account of taxes or otherwise) which it is or may be required by any applicable law to make from any distribution or payment made by it under this Deed, and to pay all Taxes which may be assessed against it in respect of any of the Charged Property, or as a consequence of performing its duties, or by virtue of its capacity as Security Trustee under any of the Debt Documents or otherwise (other than in connection with its remuneration for performing its duties under this Deed).

12.7Good Discharge

(a)Any payment to be made in respect of the Secured Obligations by the Security Trustee:

(i)may be made to the Senior Agent on behalf of the Senior Creditors;

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(ii)may be made to the Relevant Ancillary Lender in accordance with clause 12.3(b)(i);

(iii)shall be made directly to the Bilateral Lenders;

(iv)shall be made directly to the Noteholders; and

(v)shall be made directly to the Hedge Counterparties,

and any payment made in that way shall be a good discharge, to the extent of that payment, by the Security Trustee.

(b)The Security Trustee is under no obligation to make the payments to the Senior Agent, Bilateral Lenders, Noteholders or Hedge Counterparties under clause 12.7(a) in the same currency as that in which the Liabilities owing to the relevant Creditor are denominated.

(c)The Security Trustee shall use reasonable endeavours to make payments to the Noteholders only in US dollars. The Security Trustee shall be entitled to convert other currencies into US dollars at the Security Trustee’s Spot Rate of Exchange in order to comply with this clause 12.7(c).

12.8Calculation of Amounts

For the purpose of calculating any person’s share of any sum payable to or by it, the Security Trustee shall be entitled to:

(a)notionally convert the Liabilities owed to any person into a common base currency (decided in its discretion by the Security Trustee), that notional conversion to be made at the Security Trustee’s Spot Rate of Exchange; and

(b)assume that all moneys received or recovered as a result of the enforcement or realisation of the Security Property are applied in discharge of the Liabilities in accordance with the terms of the Debt Documents under which those Liabilities have arisen.

13The Security Trustee

13.1Trust

(a)The Security Trustee declares that it shall hold the Security Property on trust for the Secured Parties on the terms contained in this Deed.

(b)Each of the parties to this Deed agrees that the Security Trustee shall have only those duties, obligations and responsibilities expressly specified in this Deed or in the Security Documents to which the Security Trustee is expressed to be a party (and no others shall be implied).

13.2No independent power

Subject to clause 12.3 (Treatment of SFA Cash Cover ), the Secured Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any rights or powers arising under the Security Documents (other than the Facility Agreements) except through the Security Trustee.

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13.3Instructions to Security Trustee and exercise of discretion

(a)Subject to clauses 13.3(d) and 13.3(e) below, the Security Trustee shall act inaccordance with any instructions given to it by an Instructing Group or, if so instructed by an Instructing Group, refrain from exercising any right, power, authority or discretion vested in it as Security Trustee and shall be entitled to assume that (i) any instructions received by it from the Senior Agent, the Creditors or a group of Creditors are duly given in accordance with the terms of the Debt Documents and (ii) unless it has received actual notice of revocation, that those instructions or directions have not been revoked.

(b)The Security Trustee shall be entitled to request instructions, or clarification of anydirection, from an Instructing Group as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Trustee may refrain from acting unless and until those instructions or clarification are received by it.

(c)Any instructions given to the Security Trustee by an Instructing Group shall override any conflicting instructions given by any other Parties.

(d)Clause 13.3(a) above shall not apply:

(i)where a contrary indication appears in this Deed;

(ii)where this Deed requires the Security Trustee to act in a specified manner or to take a specified action;

(iii)In respect of any provision which protects the Security Trustee’s own position in its personal capacity as opposed to its role of Security Trustee for the Secured Parties including, without limitation, the provisions set out in clauses 13.5 to clause 13.20;

(iv)in respect of the exercise of the Security Trustee’s discretion to exercise a right, power or authority expressly provided for in any of:

(A)clause 11.1 (Non-Distressed Disposals);

(B)clause 12.1 (Order of application);

(C)clause 12.2 (Prospective liabilities);

(D)clause 12.3 (Treatment of SFA Cash Cover ); and

(E)clause 12.6 (Permitted Deductions).

(e)If giving effect to instructions given by an Instructing Group would (in the Security Trustee’s opinion) have an effect equivalent to an Intercreditor Amendment, the Security Trustee shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Security Trustee) whose consent would have been required in respect of that Intercreditor Amendment.

(f)In exercising any discretion to exercise, or refrain from exercising, a right, power or authority under this Deed where either:

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(i)it has not received any instructions from the Instructing Group as to the exercise of that discretion; or

(ii)the exercise of that discretion is subject to clause 13.3(d)(iv) above,

the Security Trustee shall other than where clause 13.3(d)(iv)(B) above applies, do so having regard to the interests of all the Secured Parties.

(g)In providing instructions to the Security Trustee no Creditor nor the Senior Agent shall owe any duty of care to any other creditor.

13.4Security Trustee’s Actions

(a)Without prejudice to the provisions of clause 10 (Enforcement of Transaction Security) and clause 13.3, the Security Trustee may (but shall not be obliged to), in the absence of any instructions to the contrary, take such action in the exercise of any of its powers and duties under the Debt Documents as it considers in its discretion to be appropriate.

(b)Notwithstanding anything contained in this Deed, the Security Trustee is entitled at all times to act without having been instructed in relation to matters for the purpose of enabling the Security Trustee to protect its own position and interests in its personal capacity (including its own personal financial interest) or which the Security Trustee determines to be necessary or appropriate to exercise for the protection of its position and interests in its personal capacity.

13.5Security Trustee’s discretions

The Security Trustee may:

(a)assume (unless it has received actual notice to the contrary from a Hedge Counterparty, a Noteholder or Senior Agent) that (i) no Default has occurred and no Debtor is in breach of or default under its obligations under any of the Debt Documents and (ii) any right, power, authority or discretion vested by any Debt Document in any person has not been exercised;

(b)if it receives any instructions or directions under clause 10 (Enforcement of Transaction Security) to take any action in relation to the Transaction Security, assume that all applicable conditions under the Debt Documents for taking that action have been satisfied;

(c)engage, pay for and rely on the advice or services of any legal advisers, accountants, tax advisers, surveyors or other experts (whether obtained by the Security Trustee or by any other Secured Party) whose advice or services may at any time seem necessary, expedient or desirable;

(d)rely upon any communication or document believed by it to be genuine and, as to any matters of fact which might reasonably be expected to be within the knowledge of a Secured Party, any Creditor or a Debtor, upon a certificate signed by or on behalf of that person;

(e)refrain from acting in accordance with the instructions of any Party (including bringing any legal action or proceeding arising out of or in connection with the Debt Documents) until it has received any indemnification and/or security that it may in its

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discretion require (whether by way of payment in advance or otherwise) for all costs, losses and liabilities which it may incur in so acting.

13.6Security Trustee’s obligations

The Security Trustee shall promptly:

(a)copy to (i) the Senior Agent, (ii) each Noteholder and (iii) each Hedge Counterparty the contents of any notice or document received by it from any Debtor under any Debt Document;

(b)forward to a Party the original or a copy of any document which is delivered to the Security Trustee for that Party by any other Party provided that, except where a Debt Document expressly provides otherwise, the Security Trustee is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party;

(c)inform (i) the Senior Agent, (ii) each Noteholder, (iii) each Hedge Counterparty and (iv) each Bilateral Lender of the occurrence of any Default or any default by a Debtor in the due performance of or compliance with its obligations under any Debt Document of which the Security Trustee has received notice from any other party to this Deed; and

(d)to the extent that a Party (other than the Security Trustee) is required to calculate a Common Currency Amount, and upon a request by that Party, notify that Party of the relevant Security Trustee’s Spot Rate of Exchange.

13.7Excluded obligations

(a)Notwithstanding anything to the contrary expressed or implied in the Debt Documents, the Security Trustee shall not:

(i)be bound to enquire as to (i) whether or not any Default has occurred or (ii) the performance, default or any breach by a Debtor of its obligations under any of the Debt Documents;

(ii)be bound to account to any other Party for any sum or the profit element of any sum received by it for its own account;

(iii)be bound to disclose to any other person (including but not limited to any Secured Party) (i) any confidential information or (ii) any other information if disclosure would, or might in its reasonable opinion, constitute a breach of any law or be a breach of fiduciary duty;

(iv)have or be deemed to have any relationship of trust or agency with, any Debtor.

(b)Nothing contained in this Deed or the other Debt Documents shall require the Security Trustee to expend or risk its own funds or otherwise incur any financial liability and the Security Trustee shall not be obliged to do or omit anything, including entering into any transaction or incurring any liability if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity and/or security against such risk or liability is not assured to it.

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13.8Limitation and exclusion of liability

(a)None of the Security Trustee, any Receiver nor any Delegate shall accept responsibility or be liable for:

(i)the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Security Trustee or any other person in or in connection with any Debt Document or the transactions contemplated in the Debt Documents, or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Debt Document;

(ii)the legality, validity, effectiveness, adequacy or enforceability of any Debt Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Debt Document or the Security Property;

(iii)any losses to any person or any liability arising as a result of taking or refraining from taking any action in relation to any of the Debt Documents, the Security Property or otherwise, whether in accordance with an instruction from the Senior Agent, the Noteholders or otherwise unless directly caused by its gross negligence or wilful misconduct;

(iv)the exercise of, or the failure to exercise, any judgment, discretion or power given to it by or in connection with any of the Debt Documents, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, the Debt Documents or the Security Property; or

(v)any shortfall which arises on the enforcement or realisation of the Security Property.

(b)Any liability of the Security Trustee arising under this Deed shall be limited to the amount of actual loss suffered (such loss shall be determined as at the date of default of the Security Trustee or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Security Trustee at the time of entering into this Deed or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall the Security Trustee be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, whether or not the Security Trustee has been advised of the possibility of such loss or damages. This clause 13.8(b) shall not apply in the event that a court with jurisdiction determines that the Security Trustee has acted fraudulently.

13.9No proceedings

No Party (other than the Security Trustee, that Receiver or that Delegate) may take any proceedings against any officer, employee or agent of the Security Trustee, a Receiver or a Delegate in respect of any claim it might have against the Security Trustee, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Document or any Security Property and any officer, employee or agent of the Security Trustee, a Receiver or a Delegate may rely on this clause subject to clause 1.3 (Third Party Rights) and the provisions of the Third Parties Rights Act.

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13.10Own responsibility

Without affecting the responsibility of any Debtor for information supplied by it or on its behalf in connection with any Debt Document, each Secured Party confirms to the Security Trustee that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Debt Document including but not limited to:

(a)the financial condition, status and nature of each member of the Group;

(b)the legality, validity, effectiveness, adequacy and enforceability of any Debt Document, the Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Debt Document or the Security Property;

(c)whether that Secured Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Debt Document, the Security Property, the transactions contemplated by the Debt Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Debt Document or the Security Property;

(d)the adequacy, accuracy and/or completeness of any information provided by the Security Trustee or by any other person under or in connection with any Debt Document, the transactions contemplated by any Debt Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Debt Document; and

(e)the right or title of any person in or to, or the value or sufficiency of any part of the Charged Property, the priority of any of the Transaction Security or the existence of any Security affecting the Charged Property,

and each Secured Party warrants to the Security Trustee that it has not relied on and will not at any time rely on the Security Trustee in respect of any of these matters.

13.11No responsibility to perfect Transaction Security

The Security Trustee shall not be liable for any failure to:

(a)require the deposit with it of any deed or document certifying, representing or constituting the title of any Debtor to any of the Charged Property;

(b)obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any of the Debt Documents or the Transaction Security;

(c)register, file or record or otherwise protect any of the Transaction Security (or the priority of any of the Transaction Security) under any applicable laws in any jurisdiction or to give notice to any person of the execution of any of the Debt Documents or of the Transaction Security;

(d)take, or to require any of the Debtors to take, any steps to perfect its title to any of the Charged Property or to render the Transaction Security effective or to secure the creation of any ancillary Security under the laws of any jurisdiction; or

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(e)require any further assurances in relation to any of the Security Documents.

13.12Insurance by Security Trustee

(a)The Security Trustee shall not be under any obligation to insure any of the Charged Property, to require any other person to maintain any insurance or to verify any obligation to arrange or maintain insurance contained in the Debt Documents. The Security Trustee shall not be responsible for any loss which may be suffered by any person as a result of the lack of or inadequacy of any such insurance.

(b)Where the Security Trustee is named on any insurance policy as an insured party, it shall not be responsible for any loss which may be suffered by reason of, directly or indirectly, its failure to notify the insurers of any material fact relating to the risk assumed by such insurers or any other information of any kind, unless the Senior Agent or the Majority Noteholders shall have requested it to do so in writing and the Security Trustee shall have failed to do so within fourteen days after receipt of that request.

13.13Custodians and nominees

The Security Trustee may appoint and pay any person to act as a custodian or nominee on any terms in relation to any assets of the trust as the Security Trustee may determine, including for the purpose of depositing with a custodian this Deed or any document relating to the trust created under this Deed and the Security Trustee shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it under this Deed or be bound to supervise the proceedings or acts of any person.

13.14Acceptance of title

The Security Trustee shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any of the Debtors may have to any of the Charged Property and shall not be liable for or bound to require any Debtor to remedy any defect in its right or title.

13.15Refrain from illegality

Notwithstanding anything to the contrary expressed or implied in the Debt Documents, the Security Trustee may refrain from doing anything which in its opinion will or may be contrary to any relevant law, directive or regulation of any jurisdiction and the Security Trustee may do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.

13.16Business with the Debtors

The Security Trustee may accept deposits from, lend money to, and generally engage in any kind of banking or other business with any of the Debtors.

13.17Winding up of trust

If the Security Trustee, with the approval of the Senior Agent, each Noteholder and each Hedge Counterparty, determines that (a) all of the Secured Obligations and all other obligations secured by the Security Documents have been fully and finally discharged and (b) none of the Secured Parties is under any commitment, obligation or liability (actual or

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contingent) to make advances or provide other financial accommodation to any Debtor pursuant to the Debt Documents:

(a)the trusts set out in this Deed shall be wound up and the Security Trustee shall release, without recourse or warranty, all of the Transaction Security and the rights of the Security Trustee under each of the Security Documents; and

(b)any Retiring Security Trustee shall release, without recourse or warranty, all of its rights under each of the Security Documents.

13.18Powers supplemental

The rights, powers and discretions conferred upon the Security Trustee by this Deed shall be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which may be vested in the Security Trustee by general law or otherwise.

13.19Trustee division separate

(a)In acting as trustee for the Secured Parties, the Security Trustee shall be regarded as acting through its trustee division which shall be treated as a separate entity from any of its other divisions or departments.

(b)If information is received by another division or department of the Security Trustee, it may be treated as confidential to that division or department and the Security Trustee shall not be deemed to have notice of it.

13.20Disapplication

Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Trustee in relation to the trusts constituted by this Deed. Where there are any inconsistencies between the Trustee Act 1925 or the Trustee Act 2000 and the provisions of this Deed, the provisions of this Deed shall, to the extent allowed by law, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Deed shall constitute a restriction or exclusion for the purposes of that Act.

13.21Intra Group Lenders and Debtors: Power of Attorney

Each Intra Group Lender and Debtor by way of security for its obligations under this Deed irrevocably appoints the Security Trustee to be its attorney to do anything which that Intra Group Lender or Debtor has authorised the Security Trustee or any other Party to do under this Deed or is itself required to do under this Deed but has failed to do (and the Security Trustee may delegate that power on such terms as it sees fit).

14Change of Security Trustee and Delegation

14.1Resignation of the Security Trustee

(a)The Security Trustee may resign and appoint one of its affiliates as successor by giving notice to the Company, the Senior Creditors and the Noteholders.

(b)Alternatively the Security Trustee may resign by giving notice to the other Parties in which case the Instructing Group may appoint a successor Security Trustee.

(c)If the Instructing Group have not appointed a successor Security Trustee in accordance with clause (b) above within 30 days after the notice of resignation was

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given, the Security Trustee (after consultation with the Senior Agent and the Noteholders) may appoint a successor Security Trustee.

(d)The retiring Security Trustee (Retiring Security Trustee) shall, at its own cost, make available to the successor Security Trustee such documents and records and provide such assistance as the successor Security Trustee may reasonably request for the purposes of performing its functions as Security Trustee under the Debt Documents.

(e)The Security Trustee’s resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Security Property to that successor.

(f)Upon the appointment of a successor, the Retiring Security Trustee shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under clause 13.17(b) (Winding up of trust) and under clause 14.1(d) above) but shall, in respect of any act or omission by it whilst it was the Security Trustee, remain entitled to the benefit of clauses 13 (The Security Trustee), 17.1 (Debtors’ indemnity) and 17.3 (Primary Creditors’ indemnity). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party.

(g)The Instructing Group may, by notice to the Security Trustee, require it to resign in accordance with clause 14.1(b) above. In this event, the Security Trustee shall resign in accordance with clause 14.1(b) above but the cost referred to in clause 14.1(d) above shall be for the account of the Company.

14.2Delegation

(a)Each of the Security Trustee, any Receiver and any Delegate may, at any time, delegate by power of attorney or otherwise to any person for any period, all or any of the rights, powers and discretions vested in it by any of the Debt Documents.

(b)That delegation may be made upon any terms and conditions (including the power to sub delegate) and subject to any restrictions that the Security Trustee, that Receiver or that Delegate (as the case may be) may, in its discretion, think fit in the interests of the Secured Parties and it shall not be bound to supervise, or be in any way responsible for any loss incurred by reason of any misconduct or default on the part of any such delegate or sub delegate.

14.3Additional Security Trustees

(a)The Security Trustee may at any time appoint (and subsequently remove) any person to act as a separate trustee or as a co trustee jointly with it (i) if it considers that appointment to be in the interests of the Secured Parties or (ii) for the purposes of conforming to any legal requirements, restrictions or conditions which the Security Trustee deems to be relevant or (iii) for obtaining or enforcing any judgment in any jurisdiction, and the Security Trustee shall give prior notice to the Company, the Senior Agent and each of the Noteholders of that appointment.

(b)Any person so appointed shall have the rights, powers and discretions (not exceeding those conferred on the Security Trustee by this Deed) and the duties and obligations that are conferred or imposed by the instrument of appointment.

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(c)The remuneration that the Security Trustee may pay to that person, and any costs and expenses (together with any applicable VAT) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Deed, be treated as costs and expenses incurred by the Security Trustee.

15Changes to the Parties

15.1Assignments and transfers

No Party may assign any of its rights and benefits or transfer any of its rights, benefits and obligations in respect of any Debt Documents or the Liabilities except as permitted by this clause 15.

15.2Change of Senior Lender, Noteholder or Bilateral Lender

A Senior Lender, Noteholder or Bilateral Lender may assign any of its rights and benefits or transfer by novation any of its rights, benefits and obligations in respect of any Debt Documents or the Liabilities if:

(a)that assignment or transfer is in accordance with the terms of the Senior Facilities Agreement, the Note Purchase Agreement or the relevant Bilateral Document as applicable; and

(b)any assignee or transferee has (if not already party to this Deed as a Senior Lender, Noteholder or Bilateral Lender (as the case may be)) acceded to this Deed, as a Senior Lender, Noteholder or Bilateral Lender (as the case may be), pursuant to clause 15.7.

15.3Change of Hedge Counterparty

A Hedge Counterparty may (in accordance with the terms of the relevant Hedging Agreement and subject to any consent required under that Hedging Agreement) transfer any of its rights and benefits or obligations in respect of the Hedging Agreements to which it is a party if any transferee has (if not already party to this Deed as a Hedge Counterparty and the Senior Facilities Agreement as a Hedge Counterparty) acceded to:

(a)this Deed; and

(b)the Senior Facilities Agreement

as a Hedge Counterparty pursuant to clause 15.7.

15.4Change of Senior Agent

No person shall become a Senior Agent unless at the same time, it accedes to this Deed as the Senior Agent pursuant to clause 15.7.

15.5Change of Intra Group Lender

Subject to clause 6.4 (Acquisition of Intra Group Liabilities) and to the terms of the other Debt Documents, any Intra Group Lender may assign any of its rights and benefits or transfer any of its rights, benefits and obligations in respect of the Intra Group Liabilities to another member of the Group if that member of the Group has (if not already party to this Deed as an Intra Group Lender) acceded to this Deed as an Intra Group Lender, pursuant to clause 15.7.

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15.6New Intra Group Lender

If any Intra Group Lender or any member of the Group makes any loan to or grants any credit to or makes any other financial arrangement having similar effect with any Debtor, in an aggregate amount of £5,000 (or its equivalent) or more the Company will procure that (if that party is required to accede to the Senior Facilities Agreement as an Additional Guarantor) the person giving that loan, granting that credit or making that other financial arrangement (if not already party to this Deed as an Intra Group Lender) accedes to this Deed, as an Intra Group Lender pursuant to clause 15.7.

15.7Creditor/Agent Accession Undertaking

With effect from the date of acceptance by the Security Trustee and, in the case of a Hedge Counterparty or an Affiliate of a Senior Lender, the Senior Agent of a Creditor/Agent Accession Undertaking duly executed and delivered to the Security Trustee by the relevant acceding party or, if later, the date specified in that Creditor/Agent Accession Undertaking:

(a)any Party ceasing entirely to be a Creditor or the Senior Agent shall be discharged from further obligations towards the Security Trustee and other Parties under this Deed and their respective rights against one another shall be cancelled (except in each case for those rights which arose prior to that date);

(b)as from that date, the replacement or new Creditor or the Senior Agent shall assume the same obligations and become entitled to the same rights, as if it had been an original Party to this Deed in that capacity; and

(c)any new Ancillary Lender or any party acceding to this Deed as a Hedge Counterparty shall also become party to the Senior Facilities Agreement as an Ancillary Lender or Hedge Counterparty (as the case may be) and shall assume the same obligations and become entitled to the same rights as if it had been an original party to the Senior Facilities Agreement as an Ancillary Lender or Hedge Counterparty (as the case may be).

15.8New Debtor

(a)If any member of the Group:

(i)incurs any Liabilities; or

(ii)gives any security, guarantee, indemnity or other assurance against loss in respect of any of the Liabilities

the Debtors will procure that the person incurring those Liabilities or giving that assurance (if that party is required to accede to the Senior Facilities Agreement as an Additional Guarantor) accedes to this Deed as a Debtor, in accordance with clause 15.8(b) below, no later than contemporaneously with the incurrence of those Liabilities or the giving of that assurance.

(b)With effect from the date of acceptance by the Security Trustee of a Debtor Accession Deed duly executed and delivered to the Security Trustee by the new Debtor or, if later, the date specified in the Debtor Accession Deed, the new Debtor shall assume the same obligations and become entitled to the same rights as if it had been an original Party to this Deed as a Debtor.

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15.9Additional parties

(a)Each of the Parties appoints the Security Trustee to receive on its behalf each Debtor Accession Deed and Creditor/Agent Accession Undertaking delivered to the Security Trustee and the Security Trustee shall, as soon as reasonably practicable after receipt by it, sign and accept the same if it appears on its face to have been completed, executed and, where applicable, delivered in the form contemplated by this Deed or, where applicable, by the Senior Facilities Agreement.

(b)In the case of a Creditor/Agent Accession Undertaking delivered to the Security Trustee by any new Ancillary Lender (which is an Affiliate of a Senior Lender) or any party acceding to this Deed as a Hedge Counterparty:

(i)the Security Trustee shall, as soon as practicable after signing and accepting that Creditor/Agent Accession Undertaking in accordance with clause 15.9(a) above, deliver that Creditor/Agent Accession Undertaking to the Senior Agent; and

(ii)the Senior Agent shall, as soon as practicable after receipt by it, sign and accept that Creditor/Agent Accession Undertaking if it appears on its face to have been completed, executed and delivered in the form contemplated by this Deed.

15.10Resignation of a Debtor

(a)The Senior Agent shall not accept a Resignation Letter (as defined in the Senior Facilities Agreement) from a Senior Guarantor under clause 30.4 (Resignation of a Guarantor) of the Senior Facilities Agreement unless each Hedge Counterparty has notified the Security Trustee that no payment is due from that Senior Guarantor to that Hedge Counterparty under clause 22 (Guarantee and indemnity) of the Senior Facilities Agreement (such notice not to be unreasonably withheld or delayed). The Security Trustee shall, upon receiving that notification, notify the Senior Agent (such notice not to be unreasonably withheld or delayed).

(b)The Company may request that a Debtor ceases to be a Debtor by delivering to the Security Trustee a Debtor Resignation Request.

(c)The Security Trustee shall accept a Debtor Resignation Request and notify the Company and each other Party of its acceptance if:

(i)the Company has confirmed that no Default is continuing or would result from the acceptance of the Debtor Resignation Request;

(ii)to the extent that the Senior Lender Discharge Date has not occurred, the Senior Agent notifies the Security Trustee that that Debtor is not, or has ceased to be, a Senior Borrower or a Senior Guarantor;

(iii)each Hedge Counterparty notifies the Security Trustee that that Debtor is under no actual or contingent obligations to that Hedge Counterparty in respect of the Hedging Liabilities;

(iv)to the extent that the Note Discharge Date has not occurred, the Majority Noteholders notify the Security Trustee that the Debtor is not, or has ceased to be, a Note Issuer or a Note Guarantor; and

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(v)the Company confirms that that Debtor is under no actual or contingent obligations in respect of the Intra Group Liabilities.

(d)Upon notification by the Security Trustee to the Company of its acceptance of the resignation of a Debtor, that member of the Group shall cease to be a Debtor and shall have no further rights or obligations under this Deed as a Debtor.

16Costs and expenses

16.1Security Trustee’s ongoing costs

(a)In the event of (i) a Default or (ii) the Security Trustee considering it necessary or expedient or (iii) the Security Trustee being requested by a Debtor or an Instructing Group to undertake duties which the Security Trustee and the Company agree to be of an exceptional nature and/or outside the scope of the normal duties of the Security Trustee under the Debt Documents, the Company shall pay to the Security Trustee any additional remuneration (together with any applicable VAT) that may be agreed between them.

(b)If the Security Trustee and the Company fail to agree upon the nature of those duties or upon any additional remuneration, that dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Trustee and approved by the Company or, failing approval, nominated (on the application of the Security Trustee) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the Company) and the determination of any investment bank shall be final and binding upon the parties to this Deed.

16.2Transaction expenses

The Company shall, promptly on demand, pay the Security Trustee the amount of all costs and expenses (including legal fees) (together with any applicable VAT) reasonably incurred by the Security Trustee and any Receiver or Delegate in connection with the negotiation, preparation, printing, execution, syndication and perfection of:

(a)this Deed and any other documents referred to in this Deed and the Transaction Security; and

(b)any other Debt Documents executed after the date of this Deed.

16.3Stamp taxes

The Company shall pay and, within three Business Days of demand, indemnify the Security Trustee against any cost, loss or liability the Security Trustee incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Debt Document.

16.4Interest on demand

If any Creditor or Debtor fails to pay any amount payable by it under this Deed on its due date, interest shall accrue on the overdue amount (and be compounded with it) from the due date up to the date of actual payment (both before and after judgment and to the extent interest at a default rate is not otherwise being paid on that sum) at the rate which is 2% per annum over the rate at which the Security Trustee was being offered, by leading banks in the London Interbank market, deposits in an amount comparable to the unpaid amounts in the

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currencies of those amounts for any period(s) that the Security Trustee may from time to time select.

16.5Enforcement and preservation costs

The Company shall, within three Business Days of demand, pay to the Security Trustee the amount of all costs and expenses (including legal fees and together with any applicable VAT) incurred by it in connection with the enforcement of or the preservation of any rights under any Debt Document and the Transaction Security and any proceedings instituted by or against the Security Trustee as a consequence of taking or holding the Transaction Security or enforcing these rights.

17Indemnities

17.1Debtors’ indemnity

Each Debtor shall promptly indemnify the Security Trustee and every Receiver and Delegate against any cost, loss or liability (together with any applicable VAT) incurred by any of them:

(a)in relation to or as a result of:

(i)any failure by the Company to comply with obligations under clause 16 (Costs and expenses);

(ii)the taking, holding, protection or enforcement of the Transaction Security;

(iii)the exercise of any of the rights, powers, discretions and remedies vested in the Security Trustee, each Receiver and each Delegate by the Debt Documents or by law; or

(iv)any default by any Debtor in the performance of any of the obligations expressed to be assumed by it in the Debt Documents; or

(b)which otherwise relates to any of the Security Property or the performance of the terms of this Deed (otherwise than as a result of its gross negligence or wilful misconduct).

Each Debtor expressly acknowledges and agrees that the continuation of its indemnity obligations under this clause 17.1 will not be prejudiced by any release or disposal under clause 11.2 (Distressed Disposals) taking into account the operation of that clause 11.2 provided that such Debtor continues to be a member of the Group after each release or disposal.

17.2Priority of indemnity

The Security Trustee and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in clause 17.1 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all moneys payable to it.

17.3Primary Creditors’ indemnity

(a)Each Primary Creditor shall (in the proportion that the Liabilities due to it bears to the aggregate of the Liabilities due to all the Primary Creditors for the time being (or, if

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the Liabilities due to each of those Primary Creditors is zero, immediately prior to their being reduced to zero)), indemnify the Security Trustee and every Receiver and every Delegate, within ten Business Days of demand, against any cost, loss or liability incurred by any of them (otherwise than by reason of the relevant Security Trustee’s, Receiver’s or Delegate’s gross negligence or wilful misconduct) in acting as Security Trustee, Receiver or Delegate under the Debt Documents (unless the relevant Security Trustee, Receiver or Delegate has been reimbursed by a Debtor pursuant to a Debt Document) and the Debtors shall jointly and severally indemnify each Primary Creditor against any payment made by it under this clause 17.

(b)The Security Trustee shall prior to seeking to rely on the provisions of clause 17.3(a) make demand upon or investigate whether it believes payment can be recovered by way of the indemnities contained within clause 17.1.

(c)For the purposes only of clause 17.3(a) above, to the extent that any hedging transaction under a Hedging Agreement has not been terminated or closed out, the Hedging Liabilities due to any Hedge Counterparty in respect of that hedging transaction will be deemed to be:

(i)if the relevant Hedging Agreement is based on an ISDA Master Agreement, the amount, if any, which would be payable to it under that Hedging Agreement in respect of those hedging transactions, if the date on which the calculation is made was deemed to be an Early Termination Date (as defined in the relevant ISDA Master Agreement) for which the relevant Debtor is the Defaulting Party (as defined in the relevant ISDA Master Agreement); or

(ii)if the relevant Hedging Agreement is not based on an ISDA Master Agreement, the amount, if any, which would be payable to it under that Hedging Agreement in respect of that hedging transaction, if the date on which the calculation is made was deemed to be the date on which an event similar in meaning and effect (under that Hedging Agreement) to an Early Termination Date (as defined in any ISDA Master Agreement) occurred under that Hedging Agreement for which the relevant Debtor is in a position similar in meaning and effect (under that Hedging Agreement) to that of a Defaulting Party (under and as defined in the same ISDA Master Agreement),

that amount, in each case, to be certified by the relevant Hedge Counterparty and as calculated in accordance with the relevant Hedging Agreement.

17.4Company’s indemnity to Primary Creditors

The Company shall promptly and as principal obligor indemnify each Primary Creditor against any cost, loss or liability (together with any applicable VAT), whether or not reasonably foreseeable, incurred by any of them in relation to or arising out of the operation of clause 17.3 (Primary Creditors’ indemnity).

17.5Debtor’s indemnity to Creditors

Each Debtor shall indemnify each Creditor (in each case to the extent of its liability for the Liabilities) upon demand for any costs, liabilities and expenses incurred by that Creditor in recovering or receiving any amount paid by that Creditor to the Security Trustee under clause 8 (Turnover of receipts).

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17.6Indemnities as continuing obligations

Each indemnity given by a Party under or in connection with a Debt Document is a continuing obligation, independent of the Party’s other obligations under or in connection with that or any other Debt Document and survives after that Debt Document is terminated. It is not necessary for a person to pay any amount or incur any expense before enforcing an indemnity under or in connection with a Debt Document.

18Information

18.1Information and dealing

(a)The Creditors shall provide to the Security Trustee from time to time (through the Senior Agent in the case of a Senior Lender) any information that the Security Trustee may reasonably specify as being necessary or desirable to enable the Security Trustee to perform its functions as trustee.

(b)Subject to clause 36.5 (Communication when Agent is Impaired Agent) of the original form Senior Facilities Agreement, each Senior Lender and Noteholder shall deal with the Security Trustee exclusively through the Senior Agent and the Noteholders and Hedge Counterparties shall deal directly with the Security Trustee and shall not deal through the Senior Agent.

(c)The Senior Agent shall not be under any obligation to act as agent or otherwise on behalf of any Hedge Counterparty except as expressly provided for in, and for the purposes of, this Deed.

18.2Disclosure

(a)Notwithstanding any agreement to the contrary, each of the Debtors consent, until the Final Discharge Date, to the disclosure by any of the Primary Creditors, the Senior Agents, the Arrangers and the Security Trustee to each other (whether or not through the Senior Agent or the Security Trustee) of such information conceming the Debtors as any Primary Creditor, the Senior Agent, any Arranger or the Security Trustee shall see fit.

(b)The Senior Agent and the Noteholders shall, if the other requests, disclose details of the amount of the outstanding Senior Lender Liabilities and the Note Liabilities (as the case may be) within ten Business Days of receipt of a written request provided that no more than two such requests shall be made in any Financial Year unless an Event of Default has occurred and is continuing.

18.3Notification of prescribed events

(a)If a Senior Event of Default either occurs or ceases to be continuing the Senior Agent shall, upon becoming aware of that occurrence or cessation, notify the Security Trustee and the Security Trustee shall, upon receiving that notification, notify each Hedge Counterparty, each Bilateral Lender and each Noteholder.

(b)If a Senior Payment Default either occurs or ceases to be continuing the Senior Agent shall notify the Security Trustee and the Security Trustee shall, upon receiving that notification, notify the Noteholders.

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(c)If a Senior Acceleration Event occurs the Senior Agent shall notify the Security Trustee and the Security Trustee shall, upon receiving that notification, notify each other Party.

(d)If a Noteholder Event of Default either occurs or ceases to be continuing the Noteholders shall, upon becoming aware of that occurrence or cessation, notify the Security Trustee and the Security Trustee shall, upon receiving that notification, notify the Senior Agent each Hedge Counterparty and each Bilateral Lender.

(e)If a Noteholder Payment Default either occurs or ceases to be continuing the Noteholders shall notify the Security Trustee and the Security Trustee shall, upon receiving that notification, notify each Senior Creditor.

(f)If a Noteholder Acceleration Event occurs the Noteholders shall notify the Security Trustee and the Security Trustee shall, upon receiving that notification, notify each other Party.

(g)If the Security Trustee enforces, or takes formal steps to enforce, any of the Transaction Security it shall notify each Party of that action.

(h)If any Primary Creditor exercises any right it may have to enforce, or to take formal steps to enforce, any of the Transaction Security it shall notify the Security Trustee and the Security Trustee shall, upon receiving that notification, notify each Party of that action.

(i)If a Debtor defaults on any Payment due under a Hedging Agreement, the Hedge Counterparty which is party to that Hedging Agreement shall, upon becoming aware of that default, notify the Security Trustee and the Security Trustee shall, upon receiving that notification, notify the Senior Agent, each other Hedge Counterparty, each Bilateral Lender and each Noteholder.

(j)If a Hedge Counterparty terminates or closes-out, in whole or in part, any hedging transaction under any Hedging Agreement under clause 4.9 (Permitted Enforcement: Hedge Counterparties) it shall notify the Security Trustee and the Security Trustee shall, upon receiving that notification, notify the Senior Agent, each Noteholder and each other Hedge Counterparty.

(k)If any of the Term Outstandings are to be reduced (whether by way of repayment, prepayment, cancellation or otherwise) the Company shall notify each Hedge Counterparty of:

(i)the date and amount of that proposed reduction;

(ii)any Interest Rate Hedge Excess that would result from that proposed reduction and that Hedge Counterparty’s Interest Rate Hedge Proportion (if any) of that Interest Rate Hedge Excess; and

(iii)any Exchange Rate Hedge Excess that would result from that proposed reduction and that Hedge Counterparty’s Exchange Rate Hedge Proportion (if any) of that Exchange Rate Hedge Excess.

(l)If any Party becomes aware the a Distress Event has occurred or if any Party takes any action that is a Distress Event it will, as soon as reasonably practicable, notify the

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Security Trustee and the Security Trustee shall then notify each other Primary Creditor.

19Notices

19.1Communications in writing

Any communication to be made under or in connection with this Deed shall be made in writing and, unless otherwise stated, may be made by fax or letter.

19.2Security Trustee’s communications with Senior Lenders, Noteholders and Hedge Counterparties

The Security Trustee shall be entitled to carry out all dealings:

(a)with the Senior Lenders and the Senior Arrangers through the Senior Agent and may give to the Senior Agent any notice or other communication required to be given by the Security Trustee to a Senior Lender or Senior Arranger;

(b)with each Noteholder directly with that Noteholder;

(c)with each Hedge Counterparty directly with that Hedge Counterparty; and

(d)with each Bilateral Lender directly with that Bilateral Lender.

19.3Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with this Deed is:

(a)in the case of the Company, that identified with its name below;

(b)                                    in the case of the Security Trustee, that identified with its name below; and

(c)in the case of each other Party, that notified in writing to the Security Trustee on or prior to the date on which it becomes a Party,

or any substitute address, fax number or department or officer which that Party may notify to the Security Trustee (or the Security Trustee may notify to the other Parties, if a change is made by the Security Trustee) by not less than five Business Days’ notice.

19.4Delivery

(a)Any communication or document made or delivered by one person to another under or in connection with this Deed will only be effective:

(i)if by way of fax, when received in legible form; or

(ii)if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,

and, if a particular department or officer is specified as part of its address details provided under clause 19.3, if addressed to that department or officer.

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(b)Any communication or document to be made or delivered to the Security Trustee will be effective only when actually received by the Security Trustee and then only if it is expressly marked for the attention of the department or officer identified with the Security Trustee’s signature below (or any substitute department or officer as the Security Trustee shall specify for this purpose).

(c)Any communication or document made or delivered to the Company in accordance with this clause 19.4 will be deemed to have been made or delivered to each of the Debtors.

19.5Notification of address and fax number

Promptly upon receipt of notification of an address and fax number or change of address or fax number pursuant to clause 19.3 or changing its own address or fax number, the Security Trustee shall notify the other Parties.

19.6Electronic communication

(a)Communication to be made between the Security Trustee and the Senior Agent, an Arranger, a Senior Lender, a Bilateral Lender, a Hedge Counterparty or a Noteholder under or in connection with this Deed may be made by electronic mail or other electronic means, if the Security Trustee and the relevant Senior Agent, Arranger, Senior Lender, Hedge Counterparty or Noteholder:

(i)agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

(ii)notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(iii)notify each other of any change to their address or any other such information supplied by them.

(b)Any electronic communication made between the Security Trustee and a Senior Agent, an Arranger, a Senior Lender, a Bilateral Lender, a Hedge Counterparty or a Noteholder will be effective only when actually received in readable form and in the case of any electronic communication made by a Senior Lender, Hedge Counterparty, Bilateral Lender, Noteholder, Arranger or the Senior Agent to the Security Trustee only if it is addressed in such a manner as the Security Trustee shall specify for this purpose.

19.7English language

(a)Any notice given under or in connection with this Deed must be in English.

(b)All other documents provided under or in connection with this Deed must be:

(i)in English; or

(ii)if not in English, and if so required by the Security Trustee, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

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20Preservation

20.1Partial invalidity

If, at any time, any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of that provision under the law of any other jurisdiction will in any way be affected or impaired.

20.2No impairment

If, at any time after its date, any provision of a Debt Document (including this Deed) is not binding on or enforceable in accordance with its terms against a person expressed to be a party to that Debt Document, neither the binding nature nor the enforceability of that provision or any other provision of that Debt Document will be impaired as against the other party(ies) to that Debt Document.

20.3Remedies and waivers

No failure to exercise, nor any delay in exercising, on the part of any Party, any right or remedy under this Deed shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Deed are cumulative and not exclusive of any rights or remedies provided by law.

20.4Waiver of defences

(a)The provisions of this Deed will not be affected by an act, omission, matter or thing which, but for this clause 20.4, would reduce, release or prejudice the subordination and priorities expressed to be created by this Deed including (without limitation and whether or not known to any Party):

(i)any time, waiver or consent granted to, or composition with, any Debtor or other person;

(ii)the release of any Debtor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(iii)the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Debtor or other person or any non presentation or non observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security;

(iv)any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any Debtor or other person;

(v)any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Document or any other document or security;

(vi)any unenforceability, illegality or invalidity of any obligation of any person under any Debt Document or any other document or security;

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(vii)any intermediate Payment of any of the Liabilities owing to the Primary Creditors in whole or in part; or

(viii)any insolvency or similar proceedings.

(b)For the avoidance of doubt, nothing in this clause shall prejudice the terms of any release of waiver of any Debtor as against that Debtor itself.

20.5Priorities not affected

Except as otherwise provided in this Deed the priorities referred to in clause 2 (Ranking and Priority) will:

(a)not be affected by any reduction or increase in the principal amount secured by the Transaction Security in respect of the Liabilities owing to the Primary Creditors or by any intermediate reduction or increase In, amendment or variation to any of the Debt Documents, or by any variation or satisfaction of, any of the Liabilities or any other circumstances;

(b)apply regardless of whether any Primary Creditor is obliged to make any advance to any of the Debtors;

(c)apply regardless of the order in which or dates upon which this Deed and the other Debt Documents are executed or registered or notice of them is given to any person; and

(d)secure the Liabilities owing to the Primary Creditors in the order specified, regardless of the date upon which any of the Liabilities arise or of any fluctuations in the amount of any of the Liabilities outstanding.

21Consents, amendments and override

21.1Required consents

(a)Subject to clause 21.1(b) below, to clause 21.4 and to clause 21.5, this Deed may be amended or waived only with the consent of the Senior Agent, the Instructing Group and the Security Trustee.

(b)An amendment or waiver that has the effect of changing or which relates to:

(i)clause 9 (Redistribution), clause 12 (Application of Proceeds) or this clause 21;

(ii)clauses 13.3(d)(iii), 13.3(e) and 13.3(f) (Instructions to Security Trustee and exercise of discretion);

(iii)the order of priority or subordination under this Deed,

shall not be made without the consent of:

(A)the Senior Agent;

(B)the Instructing Group;

(C)each of the Noteholders;

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(D)each Hedge Counterparty (to the extent that the amendment or waiver would adversely affect the Hedge Counterparty);

(E)each Bilateral Lender (to the extent that the amendment or waiver would adversely affect the Bilateral Lender); and

(F)the Security Trustee.

21.2Amendments and Waivers: Transaction Security Documents

(a)Subject to clause 21.2(b) below and to clause 21.4 and unless the provisions of any Debt Document expressly provide otherwise, the Security Trustee may, if authorised by an Instructing Group, and if the Company consents, amend the terms of, waive any of the requirements of or grant consents under, any of the Transaction Security Documents which shall be binding on each Party.

(b)The prior consent of each of the Majority Senior Lenders and the Majority Noteholders is required to authorise any amendment or waiver of, or consent under, any Transaction Security Document which would affect the nature or scope of the Charged Property or the manner in which the proceeds of enforcement of the Transaction Security are distributed.

21.3Effectiveness

Any amendment, waiver or consent given in accordance with this clause 21 will be binding on all Parties and the Security Trustee may effect, on behalf of the Senior Agent, any Arranger or any Creditor, any amendment, waiver or consent permitted by this clause 21.

21.4Exceptions

(a)Subject to clause 21.4(c) below, if the amendment, waiver or consent may impose new or additional obligations on or withdraw or reduce the rights of any Party other than:

(i)in the case of a Primary Creditor, in a way which affects or would affect Primary Creditors of that Party’s class generally; or

(ii)in the case of a Debtor, to the extent consented to by the Company under clause 21.2(a),

the consent of that Party is required.

(b)An amendment, waiver or consent which relates to the rights or obligations of the Senior Agent, an Arranger, the Security Trustee (including, without limitation, any ability of the Security Trustee to act in its discretion under this Deed) or a Hedge Counterparty may not be effected without the consent of the Senior Agent or, as the case may be, that Arranger, the Security Trustee or that Hedge Counterparty.

(c)Clauses 21.4(a) and 21.4(b) above shall apply to an Arranger only to the extent that Senior Arranger Liabilities are then owed to that Arranger.

21.5Disenfranchisement of Sponsor Affiliates

(a)For so long as a Sponsor Affiliate (i) beneficially owns a Senior Commitment or a Note or (ii) has entered into a sub-participation agreement relating to a Senior

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Commitment or a Note other agreement or arrangement having a substantially similar economic effect and such agreement or arrangement has not been terminated:

(i)in ascertaining:

(A)the Majority Senior Lenders; or

(B)the Majority Noteholders; or

(C)whether:

1)any relevant percentage (including, for the avoidance of doubt, unanimity) of Senior Credit Participations; or

2)the agreement of any specified group of Primary Creditors

has been obtained to approve any request for a Consent or to carry any other vote or approve any action under this Deed,

that Commitment or the principal amount of that Note, as applicable, shall be deemed to be zero and, subject to clause 21.5(a)(ii) below, that Sponsor Affiliate (or the person with whom it has entered into that sub-participation, other agreement or arrangement (Counterparty)) shall be deemed not to be:

(D)a Senior Lender (in the case of a Senior Commitment); or

(E)a Noteholder (in the case of a holder of a Note).

(ii)Clauses 21.5(a)(i)(D) and 21.5(a)(i)(E) above shall not apply to the extentthat a Hedge Counterparty is a Senior Lender or Noteholder, (as the case may be) by virtue otherwise than by beneficially owning the relevant Senior Commitment or Note.

(b)Each Sponsor Affiliate that is a Senior Lender or a Noteholder agrees that:

(i)in relation to any meeting or conference call to which all the Senior Creditors, all the Primary Creditors, all the Noteholders or any combination of those groups of Primary Creditors are invited to attend or participate, it shall not attend or participate in the same if so requested by the Security Trustee or, unless the Security Trustee otherwise agrees, be entitled to receive the agenda or any minutes of the same; and

(ii)it shall not, unless the Security Trustee otherwise agrees, be entitled to receive any report or other document prepared at the behest of, or on the instructions of, the Security Trustee or one or more of the Primary Creditors.

21.6Disenfranchisement of Defaulting Lenders

(a)For so long as a Defaulting Lender has any Available Commitment:

(i)in ascertaining:

(A)the Majority Senior Lenders; or

(B)whether:

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1)any relevant percentage (including, for the avoidance of doubt, unanimity) of Senior Credit Participations; or

2)the agreement of any specified group of Primary Creditors,

has been obtained to approve any request for a Consent or to carry any other vote or approve any action under this Deed,

that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments and, to the extent that that reduction results in that Defaulting Lender’s Commitments being zero, that Defaulting Lender shall be deemed not to be a Senior Lender.

(b)For the purposes of this clause 21.6 the Security Trustee may assume that the following Creditors are Defaulting Lenders:

(i)any Senior Lender which has notified the Security Trustee that it has become a Defaulting Lender;

(ii)any Senior Lender to the extent that the Senior Agent has notified the Security Trustee that that Senior Lender is a Defaulting Lender; and

(iii)any Senior Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of Defaulting Lender in the original form Senior Facilities Agreement has occurred,

unless it has received notice to the contrary from the Senior Lender concerned (together with any supporting evidence reasonably requested by the Security Trustee) or the Security Trustee is otherwise aware that the Senior Lender has ceased to be a Defaulting Lender.

21.7Calculation of Senior Credit Participations

For the purpose of ascertaining whether any relevant percentage of Senior Credit Participations has been obtained under this Deed, the Security Trustee may notionally convert the Senior Credit Participations into their Common Currency Amounts.

21.8Comparative Covenants

If at any time:

(a)the Note Finance Documents includes any representation, financial covenant, undertaking, event of default (howsoever described) guarantee or security not set out in the Senior Finance Documents (any such provision, a New Covenant); or

(b)any representation, financial covenant, undertaking, event of default, guarantee or security contained in the Note Finance Documents would be more beneficial to the Senior Finance Parties than any analogous provision contained in the Senior Finance Documents (any such provision, an Improved Covenant and, together with any New Covenants, the Additional Covenants), then the Company shall provide an Additional Covenant notice to the Senior Agent. Upon receipt of such notice, unless waived in writing by the Majority Senior Lenders within 15 days of receipt of such Additional Covenant notice by the Senior Agent, such Additional Covenant shall be deemed automatically incorporated by reference into the Senior Facilities Agreement

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as if set out fully therein, without any further action required on the part of any person, effective as of the date when such Additional Covenant became effective under the Note Finance Documents. Thereafter upon the request of the Senior Agent, the Company shall enter into any additional agreement or amendment to the Senior Facilities Agreement reasonably requested by the Senior Agent evidencing that such Additional Covenant is incorporated into the Senior Facilities Agreement.

21.9Agreement to override

Unless expressly stated otherwise in this Deed, this Deed overrides anything in the Debt Documents to the contrary.

22Counterparts

This Deed may be executed in any number of counterparts and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Deed by e-mail attachment or telecopy shall be an effective mode of delivery.

23Governing law

This Deed and any non-contractual obligations arising out of or in connection with it are governed by English law.

24Enforcement

24.1Jurisdiction

(a)The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute relating to the existence, validity or termination of this Deed or any non-contractual obligation arising out of or in connection with this Deed) (Dispute).

(b)The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c)This clause 24.1 is for the benefit of the Secured Parties only. As a result, no Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Secured Parties may take concurrent proceedings in any number of jurisdictions.

24.2Service of process

(a)Without prejudice to any other mode of service allowed under any relevant law:

(i)each Debtor (unless incorporated in England and Wales):

(A)irrevocably appoints the Company as its agent for service of process in relation to any proceedings before the English courts in connection with this Deed and the Company, by its execution of this Deed, accepts that appointment; and

(B)agrees that failure by a process agent to notify the relevant Debtor of the process will not invalidate the proceedings concerned;

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(ii)each Senior Lender (unless incorporated in England and Wales):

(A)irrevocably appoints:

1)in the case of Bank of America, N.A, its London branch; and

2)in the case of each other Senior Lender from time to time, the process agent identified in that Senior Lender's Creditor/Agent Accession Undertaking,

as its agent for service of process in relation to any proceedings before the English courts in connection with this Deed; and

(B)agrees that failure by a process agent to notify the relevant Senior Lender of the process will not invalidate the proceedings concerned.

(iii)each Noteholder (unless incorporated in England and Wales):

(A)irrevocably appoints:

1)in the case of each Noteholder identified on the signature pages to this Deed, Pricoa Capital Group Ltd of 47 King William Street, 6th Floor, London EC4R 9AF; and

2)in the case of each other Noteholder from time to time, the process agent identified in that Noteholder’s Creditor/Agent Accession Undertaking,

as its agent for service of process in relation to any proceedings before the English courts in connection with this Deed; and

(B)agrees that failure by a process agent to notify the relevant Noteholder of the process will not invalidate the proceedings concerned.

(b)If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Company (in the case of an agent for service of process for a Debtor), or the relevant Senior Creditor or Noteholder must immediately (and in any event within five Business Days of such event taking place) appoint another agent on terms acceptable to the Senior Agent and the Majority Noteholders. Failing this, the Senior Agent and the Majority Noteholders may appoint another agent for this purpose.

(c)The Company expressly agrees and consents to the provisions of this clause 24 and clause 23 (Governing law).

Executed as a deed by the parties or their duly authorised representatives but not delivered until the date of this Deed.

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Schedule 1

Original Debtors and Intra Group Lenders

Company Name	Company Number	Relevant Jurisdiction
Luxfer Holdings PLC	3690830	England and Wales
BA Holdings. Inc,		Delaware
Luxfer Group Limited	3944037	England and Wales
Luxfer Group 2000 Limited	4027006
MEL Chemicals Inc.		New Jersey
Magnesium Elektron North America, Inc.		Delaware
Luxfer Gas Cylinders Limited	3376625	England and Wales
Luxfer Group Services Limited	3981395	England and Wales
Magnesium Elektron Limited	3141950	England and Wales
Luxfer Overseas Holdings Limited	3081726	England and Wales
Luxfer Gas Cylinders China Holdings Limited	5165622	England and Wales
Luxfer Inc.		Delaware
Hart Metals, Inc.		Delaware
Reade Manufacturing Company		Delaware

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Schedule 2

Senior Lenders

Name of Senior Lender

Lloyds TSB Bank plc

Clydesdale Bank PLC (trading as Yorkshire Bank)

Bank of America, N.A.

Schedule 3

Noteholders

Name of Noteholder	Jurisdiction of Incorporation
The Prudential Insurance Company of America	New Jersey
RGA Reinsurance Company	Missouri

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Schedule 4

Bilateral Lenders

Lloyds TSB Bank plc

Clydesdale Bank PLC (trading as Yorkshire Bank)

Bank of America, N.A.

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Schedule 5

Form of Debtor Accession Deed

This Deedis made on · and made between:

(1)[Insert Full Name of New Debtor] (Acceding Debtor);and

(2)[Insert Full Name of Current Security Trustee] (Security Trustee), for itself and each of the other parties to the intercreditor deed referred to below.

This Deed is made on [date] by the Acceding Debtor in relation to an intercreditor deed (Intercreditor Deed) dated · between, amongst others, · as Company, · as security trustee, · as senior agent, the other Creditors and the other Debtors (each as defined in the Intercreditor Deed).

The Acceding Debtor intends to [incur Liabilities under the following documents]/[give a guarantee, indemnity or other assurance against loss in respect of Liabilities under the following documents]:

[Insert details (date, parties and description) of relevant documents]

Relevant Documents.

It is agreed as follows:

1Terms defined in the Intercreditor Deed shall, unless otherwise defined in this Deed, bear the same meaning when used in this Deed.

2The Acceding Debtor and the Security Trustee agree that the Security Trustee shall hold:

(a)[any Security in respect of Liabilities created or expressed to be created pursuant to the Relevant Documents;

(b)all proceeds of that Security; and]

(c)all obligations expressed to be undertaken by the Acceding Debtor to pay amounts in respect of the Liabilities to the Security Trustee as trustee for the Secured Parties (in the Relevant Documents or otherwise) and secured by the Transaction Security together with all representations and warranties expressed to be given by the Acceding Debtor (in the Relevant Documents or otherwise) in favour of the Security Trustee as trustee for the Secured Parties,

on trust for the Secured Parties on the terms and conditions contained in the Intercreditor Deed.

3The Acceding Debtor confirms that it intends to be party to the Intercreditor Deed as a Debtor, undertakes to perform all the obligations expressed to be assumed by a Debtor under the lntercreditor Deed and agrees that it shall be bound by all the provisions of the Intercreditor Deed as if it had been an original party to the Intercreditor Deed.

4[In consideration of the Acceding Debtor being accepted as an Intra Group Lender for the purposes of the Intercreditor Deed, the Acceding Debtor also confirms that it intends to be party to the Intercreditor Deed as an Intra Group Lender, and undertakes to perform all the obligations expressed in the Intercreditor Deed to be assumed by an Intra Group Lender and agrees that it shall be bound by all the provisions of the Intercreditor Deed, as if it had been an original party to the lntercreditor Deed].

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[4]/[5] This Deed [and any non-contractual obligations arising out of or in connection with it] [is/are] is governed by, English law.

This Deed has been signed on behalf of the Security Trustee and executed as a deed by the Acceding Debtor and is delivered on the date stated above.

The Acceding Debtor
[Executed as a deed by	)
[Full name of Acceding Debtor]	)	Director
acting by two directors or by a director and its	)
secretary	)
	)	Director/Secretary]
OR
Executed as a deed by	)
[Full name of Acceding Debtor]	)
	)	Signature of Director
		Name of Director
in the presence of
Signature of witness
Name
Address
Address for notices:
Address:
Fax:
The Security Trustee
[Full Name of Current Security Trustee]
By:
Date:

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Schedule 6

Form of Creditor/Agent Accession Undertaking

To:[Insert full name of current Security Trustee] for itself and each of the other parties to the Intercreditor Deed referred to below.

[To:[Insert full name of current Senior Agent] as Senior Agent.]

From:[Acceding Creditor/Agent]

This Undertaking is made on [date] by [insert full name of new Senior Lender/Noteholder /Hedge Counterparty/Bilateral Lender/Senior Agent/Intra Group Lender/ (Acceding Senior LenderlNoteholder/Hedge CounterpartylBilateral Lender/Senior Agent/Intra Group Lender) in relation to the intercreditor deed (Intercreditor Deed) dated · between, among others, [insert name of Company] as company, [Insert name of Security Trustee] as security trustee, [insert name of Senior Agent] as senior agent, the other Creditors and the other Debtors (each as defined in the Intercreditor Deed). Terms defined in the Intercreditor Deed shall, unless otherwise defined in this Undertaking, bear the same meanings when used in this Undertaking.

The Acceding [Senior Lender/Noteholder/Bilateral Lender/ Hedge Counterparty/Bilateral Lender/Senior Agent/Intra Group Lender confirms that, as from [date], it intends to be party to the Intercreditor Deed as a [Senior Lender/Noteholder/Bilateral Lender /Hedge Counterparty/Senior Agent/Intra Group Lender]] and undertakes to perform all the obligations expressed in the Intercreditor Deed to be assumed by a [Senior Lender/Noteholder/ Bilateral Lender/Hedge Counterparty/Senior Agent/Intra Group Lender and agrees that it shall be bound by all the provisions of the Intercreditor Deed, as if it had been an original party to the Intercreditor Deed.

[The Acceding Hedge Counterparty has become a provider of hedging arrangements to the [Company]. In consideration of the Acceding Hedge Counterparty being accepted as a Hedge Counterparty for the purposes of the Senior Facilities Agreement, the Acceding Hedge Counterparty confirms, for the benefit of the parties to the Senior Facilities Agreement, that, as from [date], it intends to be party to the Senior Facilities Agreement as a Hedge Counterparty, and undertakes to perform all the obligations expressed in the Senior Facilities Agreement to be assumed by a Hedge Counterparty and agrees that it shall be bound by all the provisions of the Senior Facilities Agreement, as if it had been an original party to the Senior Facilities Agreement as a Hedge Counterparty.]

[The Acceding [Senior Lender/Noteholder/Bilateral Lender/Hedge Counterparty/Bilateral Lender/Senior Agent/Intra Group Lender] irrevocably appoints · as its agent for service of process, in relation to any proceedings before the English courts in connection with this Deed and the Intercreditor Deed, and agrees that failure by a process agent to notify it of the process will not invalidate the proceedings concerned.

This Undertaking and any non-contractual obligations arising out of or in connection with it are governed by English law.

This Undertaking has been entered into on the date stated above [and is executed as a deed by the Acceding Creditor and is delivered on the date stated above].

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Acceding [Creditor/Agent]
[Executed as a deed	)
[Insert full name of Acceding Creditor/Agent]	)
	)
by:
Address:
Fax:
Accepted by the Security Trustee		[Accepted by the Senior Agent]
for and on behalf of		for and on behalf of
[Insert full name of current Security Trustee]		[Insert full name of Senior Agent]
Date:		Date:]

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Schedule 7

Form of Debtor Resignation Request

To:· as Security Trustee

From:[resigning Debtor] and [Company]

Dated:·

Dear Sirs

[Company] - ·Intercreditor Deed dated · (Intercreditor Deed)

1We refer to the Intercreditor Deed. This is a Debtor Resignation Request. Terms defined in the Intercreditor Deed have the same meaning in this Debtor Resignation Request unless given a different meaning in this Debtor Resignation Request.

2Pursuant to clause 15.10 (Resignation of a Debtor) of the Intercreditor Deed we request that [resigning Debtor] be released from its obligations as a Debtor under the Intercreditor Deed.

3We confirm that:

(a)no Default is continuing or would result from the acceptance of this request; and

(b)[resigning Debtor] is under no actual or contingent obligations in respect of the Intra Group Liabilities.

4This letter [and any non-contractual obligations arising out of or in connection with it] [is/are] governed by English law.

[Company]	[resigning Debtor]
By:	By:

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SIGNATURES

The Company
Executed as a deed by		)
Luxfer Holdings PLC		)	Director
acting by two directors or by a director and its		)
secretary		)
		)	Director/Secretary
Address:	Anchorage Gateway, 5 Anchorage
Quay,Salford, M50 3XE

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Original Debtors
Executed as a deed by	)
Luxfer Holdings PLC	)	Director
acting by two directors or by a director and its	)
secretary	)
	)	Director/Secretary
Address: Anchorage Gateway, 5 Anchorage
Quay,Salford, M50 3XE
Executed as a deed by	)
BA Holdings, Inc.	)	Director
acting by two directors or by a director and its	)
secretary	)
	)	Director/Secretary
Address: Anchorage Gateway, 5 Anchorage
Quay,Salford, M50 3XE
Executed as a deed by	)
Luxfer Group Limited	)	Director
acting by two directors or by a director and its	)
secretary	)
	)	Director/Secretary
Address: Anchorage Gateway, 5 Anchorage
Quay,Salford, M50 3XE

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Executed as a deed by	)
Luxfer Group 2000 Limited	)	Director
acting by two directors or by a director and its	)
secretary	)
	)	Director/Secretary
Address: Anchorage Gateway, 5 Anchorage
Quay,Salford, M50 3XE
Executed as a deed by	)
MEL Chemicals Inc.	)	Director
acting by two directors or by a director and its	)
secretary	)
	)	Director/Secretary
Address: Anchorage Gateway, 5 Anchorage
Quay,Salford, M50 3XE
Executed as a deed by	)
Magnesium Elektron North America, Inc.	)	Director
acting by two directors or by a director and its	)
secretary	)
	)	Director/Secretary
Address: Anchorage Gateway, 5 Anchorage
Quay,Salford, M50 3XE
Executed as a deed by	)
Luxfer Gas Cylinders Limited	)	Director
acting by two directors or by a director and its	)
secretary	)
	)	Director/Secretary
Address: Anchorage Gateway, 5 Anchorage
Quay,Salford, M50 3XE

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Executed as a deed by	)
Luxfer Group Services Limited	)	Director
acting by two directors or by a director and its	)
secretary	)
	)	Director/Secretary
Address: Anchorage Gateway, 5 Anchorage
Quay,Salford, M50 3XE
Executed as a deed by	)
Magnesium Elektron Limited	)	Director
acting by two directors or by a director and its	)
secretary	)
	)	Director/Secretary
Address: Anchorage Gateway, 5 Anchorage
Quay,Salford, M50 3XE
Executed as a deed by	)
Luxfer Overseas Holdings Limited	)	Director
acting by two directors or by a director and its	)
secretary	)
	)	Director/Secretary
Address: Anchorage Gateway, 5 Anchorage
Quay,Salford, M50 3XE

86

Executed as a deed by	)
Luxfer Gas Cylinders China Holdings	)	Director
Limited	)
acting by two directors or by a director and its	)
secretary
	)	Director/Secretary
Address: Anchorage Gateway, 5 Anchorage
Quay,Salford, M50 3XE
Executed as a deed by	)
Luxfer Inc.	)	Director
acting by two directors or by a director and its	)
secretary	)
	)	Director/Secretary
Address: Anchorage Gateway, 5 Anchorage
Quay,Salford, M50 3XE
Executed as a deed by	)
Hart Metals, Inc.	)	Director
acting by two directors or by a director and its	)
secretary	)
	)	Director/Secretary
Address: Anchorage Gateway, 5 Anchorage
Quay,Salford, M50 3XE
Executed as a deed by	)
Reade Manufacturing Company	)	Director
acting by two directors or by a director and its	)
secretary	)
	)	Director/Secretary
Address: Anchorage Gateway, 5 Anchorage
Quay,Salford, M50 3XE

87

Senior Agent
Executed as a deed by
for and on behalf of Lloyds TSB Bank plc
a duly authorised Attorney in the presence
Signature of witness
Name
Address
Address:	10 Gresham Street, London EC2V
7AE
Fax:	0207 158 3198

88

Security Trustee
Executed as a deed by
for and on behalf of Lloyds TSB Bank Plc
a duly authorised Attorney in the presence
Signature of witness
Name
Address
Address:	10 Gresham Street, London EC2V
7AE
Fax:	0207 158 3198

89

The Senior Lenders
Executed as a deed by
for and on behalf of Lloyds TSB Bank plc
a duly authorised Attorney in the presence
Signature of witness
Name
Address
Address:	8th Floor, 40 Spring Gardens,
Manchester M2 lEN
Fax:	0161 227 4358
Executed as a deed by
for and on behalf of Clydesdale Bank PLC
(trading as Yorkshire Bank)
a duly authorised Attorney in the presence
Signature of witness
Name
Address
Address:	Yorkshire Bank, 58 Spring
Gardens, Manchester M2 1YB
Fax:	0161 832 5187

90

Executed as a deed by
for and on behalf of Bank of America, N.A. a duly authorised Attorney in the presence
Signature of witness
Name
Address
Address:	450 B Street, Suite 1500, San
Diego, CA 92101-8001
Fax:	+ 1.619.515.5553

91

The Senior Arrangers
Executed as a deed by
for and on behalf of Lloyds TSB Bank plc
a duly authorised Attorney in the presence
Signature of witness
Name
Address
Address:		8th Floor, 40 Spring Gardens,
Manchester M2 1EN
Fax:		0161 227 4358
Executed as a deed by
for and on behalf of Clydesdale Bank PLC (trading as Yorkshire Bank)
a duly authorised Attorney in the presence
Signature of witness
Name
Address
Address:	Yorkshire Bank, 58 Spring
Gardens, Manchester M2 1YB
Fax:	0161 832 5187

92

The Original Noteholders

Executed as a deed by

for and on behalf of The Prudential Insurance
Company of America

a duly authorised Attorney in the presence

Signature of witness

Name

Address

Occupation:

Address:

Fax:

Attention:

Executed as a deed by

for and on behalf of RGA Reinsurance
Company

a duly authorised Attorney in the presence

Signature of witness

Name

Address

Occupation:

Address:

Fax:

Attention:

93

The Bilateral Lenders
Executed as a deed by
for and on behalf of Lloyds TSB Bank plc
a duly authorised Attorney in the presence
Signature of witness
Name
Address
Address:	8th Floor, 40 Spring Gardens,
Manchester M2 1EN
Fax:	0161 227 4358
Executed as a deed by
for and on behalf of Clydesdale Bank PLC (trading as Yorkshire Bank)
a duly authorised Attorney in the presence
Signature of witness
Name
Address
Address:	Yorkshire Bank, 58 Spring
Gardens, Manchester M2 1YB
Fax:	0161 832 5187

94

Executed as a deed by
for and on behalf of Bank of America, N.A. a duly authorised Attorney in the presence
Signature of witness
Name
Address
Address:	450 B Street, Suite 1500, San
Diego, CA 92101-8001
Fax:	+ 1.619.515.5553

95

Exhibit 4.18

Commitment Letter

See attached

	Prices Capital Group
	180 N. Stetson Ave, Suite 6600, Chicago II.60601-8716 Tel 312 540-0831 Fax 312 540-4222
	21 March 2011

Luxfer Holdings Plc

The Victoria, 150 -182 Harbour City

Salford Quays

Salford, M50 3SP

United Kingdom

Ladies and Gentlemen:

I am pleased to confirm the agreement in principle of one or move affiliates or managed accounts of Prudential Investment Management, Inc. (“Prudential”), subject to the following conditions, to purchase up to $75,000,000 principal amount of Senior Notes (the “Notes”) of BA Holdings Inc. and Luxfer Holdings Plc (the “Parent”) (together, with the entities included in the attached term sheet, the “Company”). The principal terms of the agreement for the Notes would be as provided in the attached term sheet, subject to final negotiation of terms (as finally agreed to, the “Note Purchase Agreement”). Prudential’s agreement in principle will expire on 15 June 2011, unless otherwise agreed in writing by the Parent and Prudential.

Consummation of the sale and purchase of the Notes by Prudential would be subject to these conditions:

(a)The Investment Committee of Prudential’s Board of Directors (directly or pursuant to delegation of its authority) has authorized such purchase,

(b)The Parent and Prudential have agreed on the final form of Note Purchase Agreement, Notes, legal opinions and the other documents required for the proposed financing,

(c)Prudential has completed its due diligence, including an investigation of the financial condition, business, and prospects of the Parent and its subsidiaries and is satisfied with the results, and

(d)Prudential is satisfied that no material adverse change in the condition (financial or otherwise) or prospects of the Parent and its Subsidiaries has occurred.

Following the Parent’s acceptance of this proposal, the Company plans to fix the coupon on the Notes (the “coupon”). Once the coupon is fixed, should the financing not close in a timely manner, the Parent may have to pay one or both of the fees described in Exhibit A.

Pursuant to the previously executed fee letter, we have retained the law firm of Bingham McCutchen LLP as our special counsel in this financing. We understand that the fees, charges and disbursements of our special counsel will be paid by the Parent pursuant to the existing fee letter, whether or not the proposed financing closes.

If these terms are acceptable to the Parent, please sign the enclosed copy of this letter and return it to me by 25 March 2011.

I look forward to receiving your signed letter and to working with you on the proposed transaction.

		Very truly yours,
Accepted and agreed to:
LUXFER HOLDINGS PLC
By:
	Title:
	GROUP FINANCE DIRECTOR

2

Exhibit A:

Delayed Delivery Fee

The Delayed Delivery Fee would be due if the coupon is fixed and the financing is not canceled or closed within ten weeks (the “Targeted Closing Date”). The Delayed Delivery Fee represents the loss in yield to Prudential from receiving the coupon later than the Targeted Closing Date (calculated on a per day basis) and would be calculated each time the proposed closing date is extended. This fee must be paid on the date the transaction closes or is cancelled.

To calculate the Delayed Delivery Fee, Prudential would:

Step 1.determine the semi-annual yield of the Notes;

Step 2.determine the yield of an alternative US Dollar short-term investment of the highest quality of its choice over the expected period of delay;

Step 3.subtract the short-term yield (Step 2) from the Note yield (Step 1);

Step 4.multiply that amount (Step 3) by the number of days from the Targeted Closing Date to the date this financing closes or is canceled;

Step 6.multiply that amount (Step 5) by the dollar amount of the Notes on which the coupon was fixed.

3

Cancellation Fee

The Cancellation Fee could be due if the coupon is fixed and the financing is cancelled for any reason. The Cancellation Fee represents the effect of an increase in the purchase price of a U.S. Treasury Note comparable in duration to the Notes after the coupon was fixed. This fee must be paid on the date the transaction is cancelled.

To calculate the Cancellation Fee, Prudential would:

Step 1.  determine the bid price of a U.S. Treasury Note with a duration closest to that of the Notes, on the date the coupon was fixed;

Step 2.  determine the ask price of the same Treasury Note on the date the financing is canceled;

Step 3.  subtract the bid price (Step 1) from the ask price (Step 2). If the difference is a negative number, no Cancellation Fee would be due. If the difference is a positive number, then Prudential would -

Step 4.  divide the price increase (Step 3) by the bid price (Step 1); and

Step 5.  multiply that amount (Step 4) by the dollar amount of the Notes which the coupon was fixed.

To determine the price of the Treasury Notes, Prudential will use the prices reported by Bloomberg Financial Markets or, if Bloomberg Financial Markets is not available, any other commercially acceptable and publicly available source of similar market data regularly and customarily referenced in similar circumstances. We will also round the price to two decimal places.

In calculating both the Delayed Delivery Fee and Cancellation Fee, the transaction will be considered “canceled” on 15 June 2011 (or such later day we may agree in writing) or on any prior day on which the Parent or the Company has told Prudential in writing it no longer wishes to pursue the proposed financing.

4

Exhibit 4.20

Form of Hedging Letter

To:The Prudential Insurance Company of America

RGA Reinsurance Company

2011

Dear Sirs

Note Purchase Agreement dated on or about the date of this letter and made by and among BA Holdings, Inc. (the “Issuer”), Luxfer Holdings PLC, each of the parties listed in Schedule C thereto and each of the purchasers listed in Schedule A thereto (the “Note Purchase Agreement”).

We refer to the Note Purchase Agreement. Terms defined in the Note Purchase Agreement shall have the same meaning when used in this letter unless otherwise defined in this letter. This letter is the Hedging Letter.

We confirm that in consideration of your entering into the Note Purchase Agreement, Luxfer Holdings PLC shall enter into or shall procure that the Issuer will enter into, within 60 days of the date of the Note Purchase Agreement, such Hedging Agreements (as defined in the Intercreditor Deed) with a Bank Lender to ensure that from the date 60 days after the date of the Note Purchase Agreement until the Termination Date (as defined in the Intercreditor Deed) not less than 50% in aggregate of all outstanding (i) Facility A Loans (as defined in the Bank Facilities Agreement) and (ii) Notes are either interest rate hedged or provided on a fixed rate basis.

This letter is a Note Document.

This letter shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

Please sign and return to us the enclosed copy of this letter to confirm your agreement to its terms.

Yours faithfully

For and on behalf of

Luxfer Holdings PLC

Exhibit 4.20-1

[On duplicate]

We hereby acknowledge and confirm our agreement to the terms of the letter of which this is a duplicate.

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

By:
Name:
Title:	Vice President

RGA REINSURANCE COMPANY
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
	By:	Prudential Private Placement Investors, Inc.
		(as its General Partner)
	By:
	Name:
	Title:	Vice President

Exhibit 4.20-2

Exhibit 7.2

Form of Compliance Certificate

To:    [Holders of Notes]

From: Luxfer Holdings PLC

Dated:

Dear Sirs

Note Purchase Agreement, dated as of May 13, 2011, by and among BA Holdings, Inc., Luxfer Holdings PLC, each of the parties listed in Schedule C thereto and each of the purchasers listed in Schedule A thereto (the “Note Purchase Agreement”)

1We refer to the Note Purchase Agreement. This is a Compliance Certificate. Terms defined in the Note Purchase Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2With reference to the [Annual Financial Statements] [Quarterly Financial Statements] for the [Financial Year ended [             ]] [Financial Quarter ended [              ]], we confirm that:

Covenant	Relevant Period	Target	Actual	Compliant/Non compliant
Debt Service Cover (Section 9.1 (a)(i))	[          ] to [          ]	Not less than [     ]:1	[     ]:1	[          ]
Cash Service Cover (Section 9.1 (a)(ii))	[          ] to [          ]	Not less than 1.20:1	[     ]:1	[          ]
Interest Cover (Section 9.1 (a)(iii))	[          ] to [          ]	Not less than 4.0:1	[     ]:1	[          ]
Leverage (Section 9.1 (a)(iv))	[          ]to [          ]	Not exceeding 3.0:1	[     ]:1	[          ]

Set forth in Exhibit A attached hereto are detailed calculations of each of the ratios set forth above.

Exhibit 7.2-1

3We confirm that we have reviewed the relevant terms hereof and have made, or caused to be made, under our supervision, a review of the transactions and conditions of the Group from the beginning of the interim or annual period covered by the statements being furnished herewith to the date hereof and that such review has not disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default.(1l)

4We confirm that the following companies constitute Material Companies for the purposes of the Note Purchase Agreement (Section 9.31(b)):

[          ]

5We confirm that the following companies are obligated as a borrower or a guarantor under or with respect to a Principal Lending Facility (Section 9.31(c)):

[          ]

6We confirm that the aggregate earnings before interest, tax and amortization (calculated on the same basis as EBITA) of the Obligors (calculated on an unconsolidated basis and excluding all unrealized intra-Group profits of any member of the Group) exceeds 80% of EBITA of the Group (Section 9.31(a)(i)).

7We confirm that the aggregate gross assets of the Obligors (calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) exceeds 80% of the consolidated gross assets of the Group (Section 9.31(a)(ii)).

Signed
	Finance Director of	Director of
	Luxfer Holdings PLC	Luxfer Holdings PLC
[insert applicable certification language]
for and on behalf of
[name of Auditors of Luxfer Holdings PLC](12)

(11) If any condition or event that constitutes a Default or an Event of Default existed or exists, the certificate should specify the nature and period of existence thereof and what action the Obligors have taken or propose to take with respect thereto.

(12) Only applicable if the Compliance Certificate accompanies the Audited Financial Statements and is to be signed by the Auditors. To be agreed with the Parent Guarantor’s Auditors prior to signing of the Agreement.

Exhibit 7.2-2

Exhibit A

Calculations of Financial Covenants

Exhibit 7.2-3

Schedule 5.11

Disclosure Documents

None.

Schedule 5.11-1

Schedule 5.23

Group Structure Chart

See attached

Schedule 5.23-2

EX-10.3

Exhibit 10.3

RULES

of the

LUXFER HOLDINGS PLC

EXECUTIVE SHARE OPTION PLAN

Part A approved by HM Revenue & Customs
under Schedule 4 to the Income Tax (Earnings

and Pensions) Act 2003

on 5 February 2007
under ref (X100005)

Rule

		Page No
PART A – APPROVED SECTION
1.	Definitions and interpretation	3
2.	Eligibility	6
3.	Grant of Options	6
4.	Conditions of exercise	8
5.	Individual limits	8
6.	Rights of exercise and lapse of Options	9
7.	Exercise of Options	10
8.	Takeovers, demergers and liquidations	12
9.	Exchange of Options on a takeover	14
10.	Variation of share capital	15
11.	Administration	16
12.	Amendments	16
13.	General	17
PART B – UNAPPROVED SECTION		20
Schedule 1.	Invitation	24
Schedule 2.	Option Agreement for Options granted under Part A of the Plan	26
Schedule 3.	Option Agreement for Options granted under Part B of the Plan	31

2

LUXFER HOLDINGS

EXECUTIVE SHARE OPTION PLAN

PART A

(Approved by HM Revenue & Customs under Schedule 4 to the

Income Tax (Earnings and Pensions) Act 2003)

1.DEFINITIONS AND INTERPRETATION

In this Plan, the following words and expressions shall, where the context so permits, have the following meanings:

“Close Company”	has the same meaning as in Chapter 1 of Part XI of ICTA save that in determining whether a company is a close company for the purposes of this Plan, sections 414 (i)(a) and 415 of ICTA shall be disregarded;
“Committee”	the Remuneration Committee of the Directors;
“Company”	Luxfer Holdings plc registered under number 3690830;
“Control”	has the meaning given by section 840 of ICTA;
“Date of Grant”	the date on which an Option is granted;
“Determination Date”	the date of the determination by the Committee in accordance with Rule 4.6 of the extent to which a condition imposed pursuant to Rule 4.1 has been satisfied or the date of the waiver of any such condition in accordance with Rule 4.4;
“Directors”	the Board of Directors from time to time of  the Company or a duly authorised committee thereof;

3

“Eligible Employee”	(a)	any director employed by a Group Company and required to devote not less than 25 hours per week (excluding meal breaks) to his duties; or
	(b)	any other employee (who is not also a director of any Group Company) of a Group Company
“Employing Company”	the Company or any Group Company by which the Optionholder is or, where the context requires, was employed;
“Exercise Price”	the price at which each Share subject to an Option may be acquired on the exercise of that Option as determined by the Grantor, being (subject to Rule 10) not less than:
	(a)	the Market Value of a Share on the Date of Grant; or
	(b)	if greater, and Shares are to be subscribed, the nominal value of a Share;
“Grantor”	the Company or such other person who grants an Option under this Plan, which may include the trustee of an employee’s share trust established by the Company for the benefits of the Group employees;
“Group Company”	(a)	the Company; and
	(b)	any other company which is under the Control of the Company and is a subsidiary of the Company (within the meaning of Section 736 of the Companies Act 1985);
“ICTA”	the Income and Corporation Taxes Act 1988;
“HMRC”	HM Revenue & Customs
“ITEPA”	the Income Tax (Earnings and Pensions) Act 2003;

4

“Management Incentive Plan”	the management incentive plan between the Company and certain Group Company employees a copy of which is annexed to the Option Agreement;
“Management Undertaking”	The agreement entered into by each Optionholder who is granted Options under Part B of this Plan in which they give certain undertakings and waive certain rights in the form set out in Schedule 1 to the Management Incentive Plan;
“Material Interest”	has the meaning given in paragraphs 10 to 14 of Schedule 4;
“Market Value”	the market value of a Share as determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed in advance with HMRC Shares and Assets Valuation;
“Option”	a right to acquire Shares pursuant to this Plan;
“Option Agreement”	a written agreement in the form of a deed between the Grantor (and the Employing Company if different) and the Eligible Employee to whom an Option is granted substantially in the form of schedule 2 to these Rules;
“Optionholder”	an Eligible Employee to whom an Option has been granted under this Plan;
“Option Tax Liability”	any liability of any Employing Company to account to the HMRC or any other tax authority for any amount of, or representing, income tax or National Insurance Contributions or any equivalent charge in the nature of tax or social security contributions (whether under the law of the United Kingdom or any other jurisdiction) which may arise upon the exercise of or the acquisition of Shares, pursuant to an Option;

5

“Performance Period”	a period of three consecutive financial years of the Company commencing with the financial year in which an Option is granted;
“Plan”	Part A of the Luxfer Holdings Executive Share Option Plan (being an employees’ share Plan within the meaning of Section 743 of the Companies Act 1985) as from time to time amended;
“Rules”	the Rules of this Plan as from time to time amended;
“Schedule 4”	Schedule 4 to ITEPA;
“Share”	an ordinary share in the capital of the Company which satisfies the requirements of paragraphs 16 to 20 of Schedule 4;
“UKLA”	the Financial Services Authority in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000;

References to any statutory provision are to that provision as amended or re-enacted from time to time, and, unless the context otherwise requires, words in the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine and vice versa.

2.ELIGIBILITY

No person is entitled as of right to participate in this Plan. The Committee may decide from time to time which Eligible Employee or Eligible Employees may participate and the extent of that participation.

3.             GRANT OF OPTIONS

3.1The Grantor may grant Options to Eligible Employees at any time provided that no Option may be granted under Part A of this Plan unless and until the Plan has been approved by the HMRC under Schedule 4.

6

3.2No Option may be granted in excess of the limits in Rule 5. If the Grantor attempts to grant an Option which causes this limit to be exceeded that Option will be limited and take effect from its Date of Grant so that no such excess arises.

3.3An Option shall not be granted to any individual at any time when he has, or has within the preceding 12 months had a Material Interest in a Close Company being either the Company or a company which has control of the Company or is a member of a consortium which owns the Company.

3.4Provided an Option Agreement is duly executed by the Grantor and the Eligible Employee in question within the number of days specified in the invitation to the Eligible Employee, the Date of Grant of such Option shall be the date on which that Option Agreement is executed provided that such date shall not be later than 27 days following the issue of the invitation to enter into an Option Agreement. The Option Agreement shall serve as evidence of the grant of the Option and accordingly no further certificate shall be issued to the Optionholder.

3.5Subject to the right of a deceased Optionholder’s personal representatives to exercise an Option in accordance with Rule 7.5 or 7.6, every Option shall be personal to the Eligible Employee to whom it is granted and shall not be capable of being transferred, assigned or charged.

3.6No Option shall be granted to an Eligible Employee at a time when he would be prohibited from participating by any relevant law or regulation any internal dealing code of the Company.

3.7Each Option shall be granted on terms that it shall be a condition of exercise of the Option that each Optionholder agrees to indemnify and keep indemnified the Company, the Employing Company, and other Group Company and any other relevant person to the extent permitted by law in respect of any Option Tax Liability, and that upon exercise of an Option the provisions of Rule 7.3 shall apply. The Option Agreement shall include provisions to this effect.

7

4.CONDITIONS OF EXERCISE

4.1The exercise of an Option may be conditional upon the satisfaction of an objective performance condition imposed by the Committee at the Date of Grant.

4.2If, after the Committee have determined any objective performance criteria to be satisfied pursuant to this Rule 4, events occur which cause the Committee to consider that any of the existing targets or conditions have become unreasonable, unfair or impractical, they may, in their discretion (provided such discretion is exercised fairly and reasonably) amend, relax or waive such targets or conditions provided that any targets or conditions which are amended or relaxed will be no more and no less difficult to satisfy than when they were originally imposed or last amended or relaxed.

4.3The Committee shall notify all relevant Optionholders in writing of any amendment, relaxation or waiver of existing targets or conditions made pursuant to Rule 4.4.

4.4As soon as is reasonably practicable after the expiry of the Performance Period the Committee shall determine the extent to which any condition imposed pursuant to Rule 4.1 has been satisfied and the maximum number of Shares capable of being acquired on the exercise of an Option and shall notify Optionholders in writing of such determination which shall be final and binding on all Optionholders.

5.INDIVIDUAL LIMITS

5.1Any Option granted to an Eligible Employee shall be limited and take effect so that, immediately following such grant, the aggregate Market Value of all the shares which he may acquire on the exercise in full of all unexercised options then held by him under this Plan and adopted by any Group Company or any associated company of the Company (within the meaning of paragraph 35 of

8

Schedule 4) shall not exceed £30,000 (thirty thousand pounds) or such other amount as shall from time to time be specified in paragraph 6 (1) of Schedule 4.

5.2For the purposes of Rule 5.1, the Market Value of shares shall be their Market Value at the date or dates on which the relevant options were granted or such earlier time or times as may be agreed with HMRC.

6.             RIGHTS OF EXERCISE AND LAPSE OF OPTIONS

6.1Subject to this Rule 6 and Rules 8 and 9, an Option may be exercised at any time.

6.2An Option may only be exercised to the extent that any condition imposed in Rule 4.1 (as amended, relaxed or waived pursuant to Rule 4.4) has been satisfied.

6.3For the avoidance of doubt, an Option may be exercised by an Optionholder after ceasing to be an Eligible Employee of any Group Company.

6.4An Option may not be exercised at any time when the Optionholder has, or has within the preceding 12 months had, a Material Interest in a Close Company being either the Company or a Company which has Control of the Company or is a member of a consortium which owns the Company.

6.5An Option shall lapse on the occurrence of the earliest of the following:

(a)the tenth anniversary of the Date of Grant or any earlier date being the latest date for exercise of the Option as determined by the Committee and specified in the Option Agreement;

(b)where the Committee determine that any condition of exercise imposed pursuant to Rule 4.1 (as amended, relaxed or waived pursuant to Rule 4.4)has not been satisfied to any extent, the Determination Date;

(c)the expiry of twelve months after the date of death of an Optionholder;

9

(d)subject to Rule 9 (exchange of options on a takeover) the expiry of the applicable periods specified in Rules 8.1,8.2 or 8.3 (takeover etc.);

(e)the expiry of the applicable periods specified in Rule 8.5 (winding up);

(f)the date on which a resolution is passed, or an order is made by the Court, for the compulsory winding up of the Company; and

(g)the date on which the Optionholder becomes bankrupt or does or omits to do anything as a result of which he is deprived of the legal or beneficial ownership of the Option.

7.EXERCISE OF OPTIONS

7.1Subject to Rule 7.2 an Option shall be exercisable, to the extent that any condition imposed pursuant to Rule 4.1 (as amended, relaxed or waived pursuant to Rule 4.2 has been satisfied, in whole or in part by notice in writing (in the form prescribed by the Company) given by the Optionholder (or his personal representatives) to the Company. The notice of exercise of the Option shall be accompanied by the relevant Option Agreement (unless the Committee otherwise permit) and a remittance in cleared funds for the aggregate of the Exercise Prices payable or an undertaking in such form as the Committee shall in their discretion acting fairly and reasonably accept that the Exercise Prices will be remitted to the Company as soon as reasonably practicable (including but not limited to a remittance to be made out of the proceeds of sale of at least some of the Shares acquired on exercise) after exercise.

7.2The Optionholder shall indemnify the Grantor and the Employing Company against any liability they may have to account for Option Tax Liability pursuant to this Plan.

7.3If an Option Tax Liability arises in any jurisdiction on the exercise of, or acquisition of shares in pursuance of, an Option then, unless either:

10

7.3.1within the period of 30 days beginning with the date on which the Option is exercised, the Employing Company is able to withhold the amount of the liability from payment of the Optionholder’s remuneration; or

7.3.2the Optionholder has indicated (either in the Notice of Exercise or other manner as the Company may specify) that he or she will make a payment to the Company of an amount equal to the Option Tax Liability and the Optionholder does, within 14 days of being notified by the Company of the amount of the Option Tax Liability, make such payment to the Company; or

7.3.3the Optionholder has authorised (either in the Notice of Exercise or other manner as the Company may specify) the Grantor to sell, as agent for the Optionholder (at the best price which can reasonably be expected to be obtained at the time of sale), such number of the Shares acquired on exercise necessary to reimburse the Employing Company and to procure payment of monies sufficient to satisfy the indemnity in Rule 7.2 the Employing Company out of the net proceeds of sale of such Shares (after deducting fees, commissions and expenses incurred in relation to the sale)

the Grantor shall have the right to sell (as mentioned in Rule 7.3.3) such number of the Shares acquired on exercise of the Option necessary to reimburse the Employing Company to satisfy the indemnity in Rule 7.4 and to procure payment to the Employing Company of monies sufficient to satisfy the indemnity out of the net proceeds of sale of such Shares (after deducting fees, commissions and expenses incurred in relation to the sale).

7.4No later than 30 days after the exercise of an Option the Committee shall allot or procure the transfer of the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate or such acknowledgement of shareholding as is prescribed from time to time in respect of the Shares allotted

11

or transferred, unless the Committee consider that such allotment or transfer would not be lawful in the relevant jurisdiction.

7.5Shares allotted under this Plan shall rank pari passu in all respects with the Shares of the same class for the time being in issue save as regards any rights attaching to such Shares by reference to a record date prior to the date of allotment and in the case of a transfer of existing Shares the transferee shall not acquire any rights attaching to such Shares by reference to a record date prior to the date of such transfer.

7.6The exercise of any Option (in whole or in part) shall not be permitted unless the Committee are satisfied at the relevant time that all conditions relating to such exercise pursuant to these Rules have been met and (if then applicable) that such exercise would not be in breach of any relevant law or the internal dealing code of the Company.

8.TAKEOVERS, DEMERGERS AND LIQUIDATIONS

8.1If any person obtains Control of the Company as a result of making:

(a)a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

(b)a general offer to acquire all the shares in the Company which are of the same class as the Shares,

any Option may, subject to Rules 8.6 be exercised immediately before such change of Control or within six months thereafter. For the purposes of this Rule 9.1 only and not otherwise a person shall be deemed to have obtained Control of the Company if he and others acting in concert with him have together obtained Control of it.

8.2If, under section 425 of the Companies Act 1985 (or closely comparable overseas legislation as agreed by HMRC), the Court sanctions a compromise or

12

arrangement proposed for the purposes of or in connection with a Plan for the reconstruction of the Company or its amalgamation with any other company or companies, any Option may, subject to Rule 8,6 be exercised immediately prior to the Court sanctioning such compromise or arrangement or within six months thereafter.

8.3If any person becomes bound or entitled to acquire shares in the Company under sections 428 to 430 of the Companies Act 1985 (or closely comparable overseas legislation as agreed by HMRC) any Option may, subject to Rule 8.6 be exercised at any time when that person remains so bound or entitled.

8.4If the Company passes a resolution for voluntary winding up, any Option may be exercised within six months of the passing of the resolution. Alternatively, if the Committee in their discretion but acting fairly and reasonably in the interests of Optionholders so determine, in the event that the Company gives notice to its shareholders of a meeting at which a resolution for the voluntary winding up of the Company (“Winding Up Resolution”) is to be proposed, the Company may also give notice to such Optionholders as the Committee shall select and any Optionholders in receipt of such notice may exercise their Options prior to the passing of the Winding Up Resolution, but conditionally on its being passed, to the intent that they will be entitled to share in the assets of the Company with the other shareholders on the same basis as if they had been the registered holders of the relevant Shares immediately prior to the passing of the Winding Up Resolution.

8.5If any of the events mentioned in Rules 8.1 to 8.3 is a result of an internal reorganisation no Options shall be exercisable pursuant to Rules 8.1 to 8.3 by reason of such internal reorganisation provided that this Rule 8.5 shall only apply if all Optionholders are given the opportunity as a result of such internal reorganisation to exchange their Options in accordance with Rule 9. For the purposes of this Rule 8.5 “internal reorganisation” means any event which results in the Company coming under the Control of another company where the holders of more than ninety per cent. of the issued share capital in that other

13

company immediately after the internal reorganisation held more than ninety per cent. of the issued share capital in the Company immediately prior to the internal reorganisation.

9.EXCHANGE OF OPTIONS ON A TAKEOVER

9.1Notwithstanding the provisions of Rule 8, if any company (“the Acquiring Company”) obtains Control of the Company or becomes bound or entitled to acquire shares in the Company within any of the sets of circumstances specified in Rules 8.1, 8.2 and 8.3, any Optionholder may at any time within the periods specified in those Rules, by agreement with the Acquiring Company, release his Option (“the Old Option”) in consideration of the grant to him of a new option (“the New Option”) which is equivalent to the Old Option (by virtue of satisfying the requirements of paragraph 27 of Schedule 4) but relates to shares in a different company (whether the Acquiring Company itself or some other company falling within paragraph (b) or (c) of paragraph 16 of Schedule 4).

9.2Any conditions imposed by the Committee pursuant to Rule 4 shall continue to apply in relation to the New Options unless the Committee acting fairly and reasonably decide otherwise.

9.3Where any New Options are granted pursuant to Rule 9.1 they shall be regarded for the purposes of the subsequent application of the provisions of this Plan as having been granted at the time when the corresponding Old Options were granted and, with effect from the date on which the New Options are granted:

(a)save for the definitions of “Group Company” and “Performance Period” in Rule 1 and the reference to “Company” in Rule 4, all other references to “the Company” (including the definition in Rule 1) shall be construed as being references to the Acquiring Company or such other company to whose shares the New Option relate; and

14

(b)references to “Shares” (including the definition in Rule 1) shall be construed as being references to shares in the Acquiring Company or shares in such other company to which the New Options relate.

10.VARIATION OF SHARE CAPITAL

10.1In the event of any capitalisation (other than a scrip issue), rights issue, consolidation, subdivision, reduction or other variation of the share capital of the Company:

(a)the number of Shares comprised in an Option;

(b)their Exercise Price;

(c)where an Option has been exercised but no Shares have been allotted or transferred in satisfaction of such exercise, the number of Shares to be so allotted or transferred and their Exercise Price;

may, subject to the prior approval of HMRC, be varied in such manner as the Committee shall determine, provided that no variation shall be made which would result in the Exercise Price for an allotted Share being less than its nominal value.

10.2Any adjustment made to the Exercise Price of unissued Shares which would have the effect of reducing the Exercise Price to less than the nominal value of the Shares shall only be made if and to the extent that the Committee are authorised to capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares in respect of which the Option is exercisable exceeds the adjusted Exercise Price. The Committee may apply such sum in paying up such amount on such Shares so that on the exercise of any Option in respect of which such a reduction shall have been made, the Committee shall capitalise such sum (if any) and apply the same in paying up such amount as aforesaid.

15

10.3Where an Option subsists over both issued and unissued Shares, an adjustment may be only be made under Rule 10.2 if the reduction of the Exercise Price in relation to Options over both issued and unissued Shares can be made to the same extent.

10.4The Committee may take such steps as they consider necessary to notify Optionholders of any adjustment made under this Rule 11 and to call in, cancel, endorse, issue or re-issue any option certificate consequent upon such adjustment.

11.ADMINISTRATION

11.1The Committee shall have power from time to time to make and vary such regulations (not being inconsistent with this Plan) for the implementation and administration of this Plan as they think fit.

11.2The decision of the Committee shall be final and binding in all matters relating to this Plan.

11.3The costs of establishing and administering this Plan shall be borne by the Company.

11.4The Company may, but shall not be obliged to, provide Eligible Employees or Optionholders with copies of any notices circulars or other documents sent to shareholders of the Company.

12.AMENDMENTS

12.1Prior to approval of this Plan by HMRC under Schedule 4 the Committee may alter the Rules of this Plan as may be necessary to obtain such approval.

12.2After the date on which this Plan is approved by HMRC under Schedule 4, the Rules may be amended in any respect by resolution of the committee provided that:

16

(a)the definitions of Exercise Price, the limits on individual participation in Rule 5, the rights of exercise and lapse of Options in Rule 6, the rights attaching to Shares on exercise in Rule 7.4, the variation provisions in Rule 10 and this Rule 12 shall not be altered to the advantage of Eligible Employees or Optionholders.

12.3Notwithstanding Rule 12.2, the Committee may make minor amendments to the provisions of this Plan and the terms of any Options as they consider necessary or desirable in order to:

(a)benefit the administration of this Plan;

(b)comply with or take account of the provisions of any proposed or existing legislation; or

(c)obtain or maintain favourable tax exchange control or regulatory treatment for the Company or any Group Company or any Optionholder,

without the need for the prior approval of the Company in general meeting or the consent of Optionholders.

12.4For so long as this Plan is approved by HMRC under Schedule 4, no amendment to a key feature (being a provision of the Plan which is necessary in order to meet the requirements of Schedule 4) shall have effect until approved by HMRC.

12.5Written notice of any amendment to this Plan shall be given to all Optionholders affected thereby.

13.GENERAL

13.1The Company will at all times keep available for allotment sufficient authorised and unissued Shares to satisfy all Options under which Shares may be subscribed, or shall procure that sufficient Shares will be available for transfer,

17

to satisfy all Options under which Shares may be transferred, taking account of any other obligations of the Company to issue or procure the transfer of Shares.

13.2In the event that the Committee decide to grant Options over issued Shares then the Company and/or any Group Company may give or procure financial assistance (whether by way of loan, gift, guarantee to a third party lender or otherwise) to the trustee or trustees for the time being of any employee benefit trust established by the Company to facilitate the acquisition by such trustee or trustees of the relevant number of Shares, provided that any such financial assistance shall only be given to the extent permitted by section 153 of the Companies Act 1985.

13.3Notwithstanding any other provision of this Plan:

(a)this Plan shall not form part of any contract of employment between any Group Company and any employee of any such company and the rights and obligations of any individual under the terms of his office or employment with any Group Company shall not be affected by his participation in this Plan or any right which he may have to participate in it and this Plan shall afford such an individual no additional rights to compensation or damages in consequence of the termination of such office or employment for any reason whatsoever;

(b)no Optionholder shall be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being unable to exercise an Option in consequence of the loss or termination of his office or employment with any Group Company for any reason whatsoever;

(c)this Plan shall not confer on any person any legal or equitable rights (other than those constituting the Options themselves) against any Group Company directly or indirectly, or give rise to any cause of action at law or in equity against any Group Company.

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13.4Save as otherwise provided in this Plan any notice or communication to be given by the Company to any Eligible Employee or Optionholder may be personally delivered or sent by ordinary post, by facsimile or by electronic communication to his last known address and where a notice or communication is sent by post it shall be deemed to have been received 48 hours after the same was put into the post properly addressed and stamped. Share certificates and other communications sent by post will be sent at the risk of the Eligible Employee or Optionholder concerned and the Company shall have no liability whatsoever to any such person in respect of any notification, document, share certificate or other communication so given, sent or made.

13.5Any notice to be given to the Company may be personally delivered or sent by ordinary post, by facsimile or by electronic communication to the Company at its registered office and shall be effective upon receipt.

13.6This Plan and all Options granted under it shall be governed by and construed in accordance with English law.

13.7All Eligible Employees agree that as a condition of their participation in the Plan any personal data in relation to them may be held by any Group Company and/or trustee and passed on to a third party where necessary for the administration of the Plan.

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LUXFER HOLDINGS

EXECUTIVE SHARE OPTION PLAN

PART B

(Not approved by HMRC)

1.PRELIMINARY

The Rules contained in Part A of this Plan will apply to Options granted under this Part B unless specifically stated otherwise.

2.DEFINITIONS AND INTERPRETATION

2.1The definition of “Eligible Employee” will apply as if the words “(who is not also a director of any Group Company)” had been omitted from part (b) of that definition, and substitute “or any other office holder”.

2.2The definition of “Market Value” will apply as if the words had been substituted for the words “by the Committee” and agreed in advance with HMRC Shares Valuation Division”.

2.3The definition of “Option Agreement” will apply as if the word and number “Schedule 2” had been substituted for the word and number “Schedule 3”.

20

2.4The definition of “Plan” will apply as if the word and letter “Part B” had been substituted for the word and letter “Part A”.

2.5The definition of “Share” will apply as if the words “which satisfies the requirements of paragraphs 16 to 20 of Schedule 4” had been omitted.

3.GRANT OF OPTIONS

3.1Rule 3.1 shall apply as if the words “provided that no Option may be granted under the Plan unless and until the Plan has been approved by HMRC under Schedule 4” had been omitted.

3.2Rule 3 shall apply as if Rules 3.2 and 3.3 had been omitted.

3.3A new Rule 3.8 shall be inserted stating:

3.8Each Option shall be granted on terms that it shall be a condition of exercise of the Option that each Optionholder agrees that immediately upon exercise of the Option to enter into an irrevocable joint election with his Employing Company pursuant to section 431 of ITEPA in a form specified by the Committee that for the relevant tax purposes the market value of the Shares acquired is to be calculated as if the Shares were not restricted securities (as defined in section 423 of ITEPA) and sections 425 to 430 of ITEPA are not to apply to such Shares.

3.4A new rule 3.9 shall be inserted stating:

3.9Each Option shall be granted on terms that it is a condition of exercise that Optionholder’s shall execute immediately on exercise the Management Undertaking.

4.INDIVIDUAL LIMITS

Rule 5 shall not apply to this part B of the Plan.

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5.Rights of Exercise and Lapse of Options

4.1The following new Rule 6.3 shall be substituted for Rule 5.3 as follows:

“6.3AIf an Optionholder gives or receives notice to terminate his office or employment with any Group Company or ceases to hold office or employment with any Group Company for any reason he may only exercise his Option (if at all) in relation to such proportion of the Option, and within such period, as the Committee shall in its absolute discretion determine and notify to him.  The Option will lapse and cease to he exercisable, to the extent not exercised, at the end of any period so notified to him

6.3BUnless a determination as mentioned in Rule 6.3A is made by the Committee within the period of 3 months beginning with the date of cessation, the Option may not be exercised and shall be deemed to have lapsed and ceased to be exercisable as from the date of cessation or, if earlier, the date on which the Optionholder gives or receives notice to terminate his office or employment.

6.3C For the purposes of determining an Optionholder’s entitlement to exercise an Option pursuant to this Plan, an Optionholder shall not be treated as having ceased to hold employment solely by reason of being absent during any period of paternal or maternity leave or compulsory national military service.

6.3D For the purposes of this Rule 6, an Optionholder shall not be treated as having ceased to be a director or employee of a Group Company unless and until he no longer is a director or employee with any Group Company or with an associated company of the Company (as defined by section 416 of ICTA but with the omission of the words “or at any time within one year previously” in subsection 1 of that section).

22

4.2Rule 6 shall apply as if Rule 6.4 and all references to it had been omitted.

4.3Rule 6.5 shall apply as if the following had been inserted “(i) Subject to the discretion of the Committee, the date on which the Optionholder ceases to be employed by any Group Company”.

5.EXERCISE OF OPTIONS

Rule 7.5 shall apply as if the words “Subject to Rule 3.9” had been inserted at the beginning of that Rule.

6.TAKEOVERS, DEMERGERS AND LIQUIDATIONS

Rules 8.2 and 8.3 shall apply as if the words “as agreed by HMRC” had been omitted from each rule.

7.EXCHANGE OF OPTIONS ON A TAKEOVER

Rule 9 shall apply as if the words “by virtue of satisfying requirements which in the opinion of the Committee are similar in purpose and effect to the requirements set out in paragraph 27 of Schedule 4 excluding for these purposes paragraph 27(4)(a) of Schedule 4” had been substituted for the words “by virtue of satisfying requirements of paragraph 27 of Schedule 4”.

8.VARIATION OF SHARE CAPITAL

Rule 8.1 will apply as if the words “subject to the prior approval of HMRC” had been omitted.

9.AMENDMENTS

Rules 12.1 and 12.4 will not apply to the Plan and Rule 12.2 will apply as if the words “After the date on which this Plan is approved by HMRC under Schedule 4,” had been omitted.

23

SCHEDULE 1

Invitation

[On Headed Notepaper of Luxfer]

Dear [name of employee]

LUXFER HOLDINGS EXECUTIVE SHARE OPTION PLAN (“PLAN”)

I am pleased to advise you that the remuneration committee of Luxfer Holdings plc (“Company”) has resolved to invite you to apply for the grant of an Option pursuant to the terms of the Plan to acquire ·ordinary shares of ·pence each of [the Company] (“the Company”)] (“Shares”) at a price of ·pence per Share.

Enclosed with this letter is a written agreement (“Agreement”) in the form of a deed between the Company [your employer] and you which sets out that the terms upon which the Option is granted. Also enclosed is a copy of the Rules of the Plan.

You should read the enclosed Agreement and the Rules carefully and, if you wish to accept the Option, sign the Agreement in the presence of an independent witness (who should add his or her name, address and occupation where indicated) and then return the Agreement to the Company secretary at ·no later than [insert date - see Rule 3.4 ]. If you do not return the duly signed Agreement to the Company secretary by [same date] then this invitation will lapse and you will no longer be entitled to the Option. If you do return a duly signed Agreement to the Company secretary by [ same date] the Option will be granted by you on the date upon which the Agreement is executed (which will be the date on which the Company enters a date on the Agreement).

You should note in particular that the agreement includes a requirement that you make a payment to the Company or your employer or certain other persons (as appropriate) in respect of any income tax collectible under PAYE and employee’s [and employer’s] national insurance contributions which may arise on the exercise, assignment or release of, or receipt of a benefit in connection with, your Option.

Following receipt of the duly executed Agreement by the Company secretary, it will be returned to you for your safekeeping. This will be evidence of your entitlement to the Option.

Please address any queries which you may have about the operation of the Plan or the Agreement to the Company secretary

24

sIn order to administer the Plan we may need to pass personal information about you including for example your name, address, age and salary details to third parties for the sole purpose of administering the Plan (“Purpose”). These third parties will include any individuals within the Company or any agents who need the information to fulfil the Purpose of behalf of the Company.

Yours sincerely

for and on behalf of Luxfer Holdings plc

25

SCHEDULE 2

[TO BE USED WHEN GRANTING APPROVED OPTIONS]

Deed of Agreement

DATED20·

(1) LUXFER HOLDINGS PLC

- and -

[(2) LUXFER GROUP LIMITED]

- and -

(3) ·

DEED OF AGREEMENT

granting an Option pursuant to Part A of

the Luxfer Holdings Executive Share

Option Plan

26

THIS DEED OF AGREEMENT is made on200·

BETWEEN

(1)LUXFER HOLDINGS PLC (company number 3690830) whose registered office is at The Victoria, 150-182 Harbour City, Salford Quays, Salford, M50 3SP (“Company”); [and]

[(2)LUXFER GROUP LIMITED (company number 03944037) whose registered office is at The Victoria, 150-182 Harbour City, Salford Quays, Salford, M50 3SP (“Employing Company”); and]

(3)·of·(“Employee”).

BACKGROUND

A.This Option is granted pursuant to and subject to the rules of the Luxfer Holdings Executive Share Option Plan (“Plan”).

B.The Employee is employed by the [Employing] Company at the date of this agreement. [The Employing Company is a Group Company].

BY THIS DEED IT IS AGREED as follows:

1.DEFINITIONS AND INTERPRETATION

In this agreement;

1.1unless the context requires otherwise, words and expressions defined in the Rules of the Plan shall have the same meanings in this agreement;

1.2the following words and expressions shall have the following meanings:

“Date of Grant” means the date of grant of the Option being the date of this agreement;

“Option Exercise Period” means the period commencing the day following the Date of grant and ending on the day before the tenth anniversary;

“Exercise Price” means 97 pence per Share being not less than the Market Value; and

27

“Share” means an ordinary share of £1 in the capital of the Company;

2.GRANT OF OPTION

The Company grants to the Employee the Option to acquire ·Shares at the Exercise Price.

3.EXERCISE OF OPTION

3.1.The Option is exercisable in whole or in part upon payment of the Exercise Price:

3.1.1at any time with the Option Exercise Period; or

3.1.2if a notice is duly given of a general meeting of the Company at which a resolution will be proposed for the voluntary liquidation of the Company, at any time from such notice until the commencement of such winding up; or

3.1.3if the Employee ceases to be an employee of the [Employing] Company and is permitted to exercise the Option pursuant to Rule 6 within the period during which and to the extent to which such exercise is permitted.

4.PAYE AND EMPLOYEE’S NATIONAL INSURANCE CONTRIBUTIONS

4.1The Optionholder agrees to indemnify the Company and the Employing Company in respect of any liability of any such person to account for any tax or NICs arising on the exercise of, or acquisition of Shares in pursuance of, an Option (“Option Tax Liability”).

4.2The Optionholder agrees that, if an Option Tax Liability arises on any occasion then, unless either: -

4.2.1the Employing Company (or former employer) is able to withhold the amount of such Option Tax Liability from payment of my remuneration, within the period of 30 days from the date of exercise of Option;

4.2.2the Optionholder has indicated in writing to the Employing Company (or former employer) either on the notice of exercise or in a manner agreed with the Company, that they make a payment to the Company of an amount equal to the Option Tax Liability and do in fact make such a payment, within 14 days of being notified by the Company of the amount of the Option Tax Liability; or

4.2.3the Optionholder has authorised the Grantor (either on the notice of exercise of the Option or in a manner agreed with the Company) to sell sufficient of

28

the Shares acquired to satisfy such indemnity out of the net proceeds of sale of the Shares,

the Grantor shall be entitled to sell sufficient of the Shares acquired pursuant to this Option necessary to satisfy the indemnity and to procure payment to the Employing Company (or former employer) out of the net proceeds of sales of such Shares of monies sufficient to satisfy the indemnity.

5.NON-ASSIGNABILITY OF OPTION

The Option is exercisable only by the Employee (or [his/her] personal representatives) and may not be transferred, assigned or charged. The Option will lapse on the occasion of any assignment, charge, disposal or other dealing with the rights conveyed by it.

6.RIGHTS OF THIRD PARTIES

A person who is not a party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement save that any person which is obliged to account for Option Tax Liability shall be entitled to enforce clause 4. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

7.STAMP DUTY

It is certified that the transaction effected by this agreement falls within category L in the Schedule to the Stamp Duty (Exempt Instruments) Regulations 1987.

29

EXECUTED as a deed by	)
LUXFER HOLDINGS PLC (but not delivered	)
until the date of this deed):	)
	Director
	Director/Secretary
[EXECUTED as a deed by	)
LUXFER GROUP LIMITED (but not	)
delivered until the date of this deed):	)
	Director
	Director/Secretary]
EXECUTED as a deed by ·(but	)
not delivered until the date of this deed) in the	)
presence of:	)
Witness signature:
Witness Name:
Address:
Occupation:

30

SCHEDULE 3

[TO BE USED WHEN GRANTING UNAPPROVED OPTIONS]

Deed of Agreement

DATED20 ·

(1) LUXFER HOLDINGS PLC

- and -

[(2) LUXFER GROUP LIMITED]

- and -

(3)  ·

DEED OF AGREEMENT

granting an Option pursuant to Part B of

the Luxfer Holdings Executive Share

Option Plan

31

THIS DEED OF AGREEMENT is made on20·

BETWEEN

(1)LUXFER HOLDINGS PLC (company number 3690830) whose registered office is at The Victoria, 150-182 Harbour City, Salford Quays, Salford, M50 3SP (“Company”); [and]

[(2)LUXFER GROUP LIMITED (company number 03944037) whose registered office is at The Victoria, 150-182 Harbour City, Salford Quays, Salford, M50 3SP (“Employing Company”); and]

(3)·of·(“Employee”).

BACKGROUND

A.This Option is granted pursuant to and subject to the rules of the Luxfer Holdings Executive Share Option Plan (“Plan”).

B.The Employee is employed by the [Employing] Company at the date of this agreement. [The Employing Company is a Group Company].

BY THIS DEED IT IS AGREED as follows:

3.DEFINITIONS AND INTERPRETATION

In this agreement:

3.1unless the context requires otherwise, words and expressions defined in the Rules of the Plan shall have the same meanings in this agreement;

3.2the following words and expressions shall have the following meanings:

“Date of Grant” means the date of grant of the Option being the date of this agreement;

“Option Exercise Period” means the period commencing the day following the Date of Grant and ending on the day before the tenth anniversary;

“Exercise Price” means 97 pence per Share; [and]

“Share” means an ordinary share of 97p in the capital of the Company.

32

4.GRANT OF OPTION

The Company grants to the Employee the Option to acquire ·Shares at the Option Price.

4.EXERCISE OF OPTION

4.1The Option is exercisable in whole or in part upon payment of the Exercise Price:

3.1.1at any time with the Option Exercise Period; or

3.1.2if a notice is duly given of a general meeting of the Company at which a resolution will be proposed for. the voluntary liquidation of the Company, at any time from such notice until the commencement of such winding up; or

3.1.3if the Employee ceases to be an employee of the [Employing] Company and is permitted to exercise the Option pursuant to Rule 6 within the period during which and to the extent to which such exercise is permitted.

4.PAYE AND EMPLOYEE’S NATIONAL INSURANCE CONTRIBUTIONS

4.1The Optionholder agrees to indemnify the Company and the Employing Company in respect of any liability of any such person to account for any tax or NICs arising on the exercise of, or acquisition of Shares in pursuance of, an Option (“Option Tax Liability”).

4.2The Optionholder agrees that, if an Option Tax Liability arises on any occasion then, unless either:-

4.2.1the Employing Company (or former employer) is able to withhold the amount of such Option Tax Liability from payment of my remuneration, within the period of 30 days from the date of exercise of Option;

4.2.2The Optionholder has indicated in writing to the Employing Company (or former employer) either on the notice of exercise or in a manner agreed with the Company, that they make a payment to the Company of an amount equal to the Option Tax Liability and do in fact make such a payment, within 14 days of being notified by the Company of the amount of the Option Tax Liability; or

4.2.3The Optionholder has authorised Grantor (either on the notice of exercise of the Option or in a manner agreed with the Company) to sell sufficient of

33

the Shares acquired to satisfy such indemnity out of the net proceeds of sale of the Shares,

the Grantor shall be entitled to sell sufficient of the Shares acquired pursuant to this Option necessary to satisfy the indemnity and to procure payment to the Employing Company (or former employer) out of the net proceeds of sales of such Shares of monies sufficient to satisfy the indemnity.

4.NON-ASSIGNABILITY OF OPTION

The Option is exercisable only by the Employee (or [his/her] personal representatives) and may not be transferred, assigned or charged. The Option will lapse on the occasion of any assignment, charge, disposal or other dealing with the rights conveyed by it.

5.MAKING OF SECTION 431 ELECTION

The Employee agrees that if requested to do so by the Committee [he/she] shall immediately upon exercise of the Option enter into an irrevocable joint election with [his/her] Employing Company pursuant to section 431 of the ITEPA in a form specified by the Committee that for the relevant tax purposes the market value of the Shares acquired is to be calculated as if the Shares were not restricted securities (as defined in section 423 of the ITEPA) and sections 425 to 430 of the ITEPA are not to apply to such Shares.

6.MANAGEMENT UNDERTAKING

It shall be a condition of exercise of the Option that the Employee shall immediately upon exercise execute the Management Undertaking attached at Schedule 1 to this agreement.

7.RIGHTS OF THIRD PARTIES

A person who is not a party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement save that any person which is obliged to account for Option Tax Liability shall be entitled to enforce clause 4. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

8.STAMP DUTY

It is certified that the transaction effected by this agreement falls within category L in the Schedule to the Stamp Duty (Exempt Instruments) Regulations 1987.

34

SCHEDULE 1 TO OPTION AGREEMENT

[INSERT MANAGEMENT INCENTIVE PLAN]

35

EXECUTED as a deed by	)
LUXFER HOLDINGS plc (but not delivered	)
until the date of this deed):	)
	Director
	Director/Secretary
[EXECUTED as a deed by	)
LUXFER GROUP LIMITED (but not	)
delivered until the date of this deed):	)
	Director
	Director/Secretary]
EXECUTED as a deed by ·(but	)
not delivered until the date of this deed) in the	)
presence of:	)
Witness signature:
Witness Name:
Address:
Occupation:

36

EX-10.4

Exhibit 10.4

LUXFER HOLDINGS PLC
LONG-TERM UMBRELLA INCENTIVE PLAN

1.Purpose of the Plan

The purpose of the Plan is to attract and retain high-quality senior employees in an environment where compensation levels are based on global market practice, to align rewards of employees with returns to shareholders and to reward the achievement of business targets and key strategic objectives.  The Plan is designed to serve these goals by providing such employees with a proprietary interest in pursuing the long-term growth, profitability and financial success of the Company.  Award grants are intended to be determined annually, but may be made on other occasions, such as recruitments.

2.Definitions

As used in the Plan or in any instrument governing the terms of any Award, unless stated otherwise, the following definitions apply to the terms indicated below:

(a)“American Depositary Shares” means American Depositary Shares, each representing one-half of an Ordinary Share.  The American Depositary Shares are evidenced by American Depositary Receipts issued pursuant to the Deposit Agreement dated as of [] between Luxfer and The Bank of New York Mellon.

(b)“Award” means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, or Other Stock Based Award, or Cash Incentive Award granted to a Participant pursuant to the Plan.

(c)“Award Agreement” means any written agreement, contract or other instrument or document evidencing an Award.

(d)“Beneficiary” means a person designated in writing by the Participant to receive any amounts due to the Participant hereunder in the event of the Participant’s death or, absent any such designation, the Participant’s estate.  Such designation, if any, must be on file with the Company prior to the Participant’s death.

(e)“Board” means the Board of Directors of Luxfer.

(f)“Cash Incentive Award” means an award granted pursuant to Section 9 of the Plan.

(g)“Cause” means (i) if the Participant is a party to an employment agreement with the Company and such agreement provides for a definition of Cause or the grounds for summary dismissal, the definition of Cause contained therein or such grounds for summary dismissal, as applicable, or (ii) if no such agreement exists or if such agreement does not define Cause and does not provide for the grounds for summary dismissal, such conduct of a Participant that constitutes grounds for summary dismissal, as determined by the Company in its sole discretion.

For the avoidance of doubt, grounds for summary dismissal will include, without limitation, (i) gross misconduct, gross incompetence or any other material breach of obligations to the Company, (ii) commission of any criminal offence other than a road traffic offence or any other offence which does not result in a custodial sentence and in the reasonable opinion of the Company does not affect the Participant’s employment, (iii) becoming bankrupt or making any formal arrangement or composition with the Participant’s creditors generally, (iv) disqualification from being a director of any company by reason of an order made by any competent court other than by reason of mental or physical disability; (v) engaging in any conduct which brings the Participant or the Company into disrepute.

(h)“Change in Control” means, unless otherwise defined in the Award Agreement, the occurrence of any of the following after the Effective Date:  (i) any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s outstanding securities (other than any Person who was a “beneficial owner” of securities of the Company representing 30% or more of the combined voting power of the Company’s outstanding securities prior to the Effective Date); or (ii) dissolution or liquidation of the Company; or (iii) material reconstruction or significant demerger; or (iv) individuals who constitute the Board on the Effective Date (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board, provided that any person becoming a director subsequent to the Effective Date whose appointment to fill a vacancy or to fill a new Board position was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s shareholders was approved by the same nominating committee serving under an Incumbent Board, shall be, for purposes of this clause (iv), considered as though he were a member of the Incumbent Board; or (v) the occurrence of any of the following of which the Incumbent Board does not approve: (A) merger or consolidation in which the Company is not the surviving corporation or (B) sale of all or substantially all of the assets of the Company; or (vi) consummation of a plan of reorganization, merger or consolidation of the Company with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan of reorganization are exchanged or converted into cash or property or securities not issued by the Company, which was approved by shareholders pursuant to a proxy statement soliciting proxies from shareholders of the Company, by someone other than the then current management of the Company.

(i)“Code” means the United States Internal Revenue Code of 1986, as amended from time to time, and all regulations, interpretations and administrative guidance issued thereunder.

(j)“Committee” means the Remuneration Committee of the Board or such other committee as the Board shall appoint from time to time to administer the Plan and to otherwise exercise and perform the authority and functions assigned to the Committee under the terms of the Plan.

(k)“Company” means Luxfer and all of its Subsidiaries, collectively.

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(l)“Director EIP” means the Luxfer Non-Executive Directors Equity Incentive Plan, as it may be amended from time to time.

(m)“Disability” means any physical or mental impairment which qualifies a Participant for (i) disability benefits under any long-term disability plan maintained by the Company, (ii) workers’ compensation total disability benefits, (iii) Social Security disability benefits, or (iv) as otherwise determined by the Board.  For purposes of the Plan, a Participant’s employment shall be deemed to have terminated as a result of Disability on the date as of which he or she is first entitled to receive disability benefits under such policy, law or regulation or such other date as the Committee shall determine in its sole discretion; provided that with respect to any Award that is subject to Section 409A of the Code, if such Award provides for any payment or distribution upon a Participant’s (i) Disability, then “Disability” shall have the meaning given to such term in Section 1.409A-3(i)(4) of the Treasury Regulations or (ii) termination of employment as a result of Disability, then such Participant’s employment shall be deemed to have terminated as a result of Disability on the date on which such Participant experiences a separation from service within the meaning of Section 409A of the Code and regulations promulgated thereunder.

(n)“Effective Date” means [·].

(o)“Exchange Act” means the United States Securities Exchange Act of 1934, as amended from time to time.

(p)“Executive Officers” shall mean the Chief Executive Officer, the Chief Financial Officer, Corporate Secretary and other members of the Executive Management Board of Luxfer.

(q)“Exercise Price” means the price per Share at which a holder of an Option or a Stock Appreciation Right may purchase Shares or exercise a Stock Appreciation Right, as applicable.

(r)“Fair Market Value” means, with respect to a Share, as of the applicable date of determination (i) the closing price per Share on that date as reported on the New York Stock Exchange or (ii) if not so reported, as determined by the Committee in its sole discretion using a reasonable valuation method taking into account, to the extent applicable, the requirements of Section 409A of the Code.

(s)“Luxfer” means Luxfer Holdings PLC, incorporated in England and Wales, and any successor thereto.

(t)“Nonqualified Stock Option” means an Option that is not intended to meet the requirements of Section 422 of the Code or that otherwise does not meet such requirements.

(u)“Option” means a right granted to a Participant pursuant to Section 6 to purchase a specified amount of Shares at an Exercise Price.

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(v)“Ordinary Shares” means Luxfer’s ordinary shares, nominal value £1 per share, or any other security into which the ordinary shares shall be changed pursuant to the adjustment provisions of Section 12 of the Plan.

(w)“Other Stock Based Award” means an equity-based or equity-related award, other than an Option, Stock Appreciation Right, Restricted Stock, or Restricted Stock Unit, granted to a Participant pursuant to Section 10, including a nil or nominal cost right to acquire Shares.

(x)“Participant” means an employee of the Company who is eligible to participate in the Plan and to whom one or more Awards have been granted pursuant to the Plan.

(y)“Performance-Based” means, with respect to an Award, an Award that vests,in whole or in part, on the basis of one or more Performance Targets that are imposed on such Award pursuant to Section 11.

(z)“Performance Measures” means such measures as are described in Section 11 on which Performance Targets are based in respect of Performance-Based Awards.

(aa)“Performance Percentage” means the factor determined pursuant to a Performance Schedule that is to be applied to a Target Award and that reflects actual performance compared to the Performance Target.

(bb)“Performance Period” means the period of time during which the Performance Targets must be met in order to determine the degree of payout and/or vesting with respect to a Performance-Based Award.  Performance Periods for different Awards may be overlapping.

(cc)“Performance Schedule” means a schedule or other objective method for determining the applicable Performance Percentage to be applied to each Target Award.

(dd)“Performance Target” means performance goals and objectives with respect to Performance Measures for a Performance Period.

(ee)“Person” means a “person” as such term is used in Section 13(d) and 14(d) of the Exchange Act, including any “group” within the meaning of Section 13(d)(3) under the Exchange Act.

(ff)“Personal Data” means the name, home address, email address and telephone number, date of birth, social security number or equivalent of a Participant, details of all rights to acquire Shares or other securities or cash granted to the Participant and of Shares or other securities issued or transferred or cash paid to the Participant pursuant to the Plan and any other personal information which could identify the Participant and is necessary for the administration of the Plan.

(gg)“Plan” means this Luxfer Holdings PLC Long-Term Umbrella Incentive Plan, as it may be amended from time to time.

(hh)“Restricted Stock” means Shares awarded to a Participant pursuant to Section 7 subject to a substantial risk of forfeiture.

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(ii)“Restricted Stock Unit” means a right to receive a number of Shares subject to the Award or the value thereof as of the specified date granted to a Participant pursuant to Section 8.

(jj)“Securities Act” means the United States Securities Act of 1933, as amended.

(kk)“Share” means an Ordinary Share or an American Depositary Share.

(ll)“Stock Appreciation Right” means a right granted to a Participant under Section 6.

(mm)“Subsidiary” shall mean any entity of which a majority of the outstanding voting shares or voting power is beneficially owned directly or indirectly by Luxfer.

(nn)“Target Award” means a target Award determined by the Committee to be payable upon satisfaction of any applicable Performance Targets.

(oo)“Time-Based” means, with respect to an Award, an Award that vests solely on the basis of continued employment.

(pp)“Transfer” means, with respect to any Award,  a transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or disposition of such Award, whether for or without consideration. “Transferee”, “Transferred” and “Transferability”shall have correlative meanings.

(qq)“U.S.” shall mean the United States of America.

3.Term; Stock Subject to the Plan; Limitations on Individual Awards

(a)Term of the Plan

Unless the Plan shall have been earlier terminated by the Company, Awards may be granted under the Plan at any time in the period commencing on the Effective Date and ending immediately prior to the tenth anniversary of the Effective Date.  Awards granted pursuant to the Plan within that period shall not expire solely by reason of the termination of the Plan.

(b)Stock Subject to the Plan

The maximum number of Shares that initially may be available for Awards under the Plan and awards under the Director EIP, in the aggregate, shall be a number equal to [], which represents 5% of the  outstanding share capital of Luxfer as of the Effective Date.  The maximum referred to in the preceding sentences of this paragraph shall be subject to adjustment as provided in Section 12.  The Board may, subject to any applicable law, from time to time increase the maximum number of Shares that may be available for Awards under the Plan.  The Company may satisfy its obligation to deliver Shares under the Plan in any manner permitted by law, including without limitation, by issuing new Shares that are authorized for issuance, using treasury shares or causing an employee benefit trust or any other trust to deliver Shares.

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For purposes of the preceding paragraph, Shares covered by Awards shall only be counted as used to the extent they are actually transferred or delivered to a Participant (or such Participant’s permitted transferees as described in the Plan) pursuant to the Plan.  For purposes of clarification, in accordance with the preceding sentence, if an Award is settled for cash or if Shares are withheld to pay the Exercise Price of an Option or to satisfy any tax withholding requirement in connection with an Award, only the shares transferred or delivered (if any), net of the shares withheld or paid, will be deemed transferred or delivered for purposes of determining the number of Shares that are available for transfer and delivery under the Plan or the Director EIP.  In addition, if Shares are transferredor delivered subject to conditions which may result in the forfeiture, cancellation or return of such Shares to the Company, any portion of the Shares forfeited, cancelled or returned shall thereafter be treated as not transferredor delivered pursuant to the Plan.  In addition, if Shares owned by a Participant (or such Participant’s permitted transferees as described in the Plan) are tendered (either actually or through attestation) to the Company in payment of any obligation in connection with an Award, the number of Shares tendered shall be added to the number of Shares that are available for delivery under the Plan or the Director EIP.  Shares covered by Awards granted pursuant to the Plan in connection with the assumption, replacement, conversion or adjustment of outstanding equity-based awards in the context of a corporate acquisition or merger (within the meaning of Section 303A.08 of the New York Stock Exchange Listed Company Manual) shall not count as used under the Plan for purposes of this Section 3(b).

(c)Individual Award Limits; Valuation

Unless otherwise determined by the Committee, the maximum value of the Awards granted under the Plan in any calendar year shall not exceed in the aggregate: (i) 150% of base salary for the Chief Executive Officer, (ii) 120% of base salary for the Chief Financial Officer and other members of the Executive Management Board of Luxfer (other than the Chief Executive Officer), and (iii) 100% of base salary for other Participants.  At least 50% of the value of each Award shall be in Performance-Based Awards and at least 25% shall be in Options.  For purposes of these individual limits, the Awards shall be valued as follows: (i) Time-Based Restricted Stock and Time-Based Restricted Stock Units shall be valued at the Fair Market Value of Shares subject to the Award on the date of grant; (ii) Options and Stock Appreciation Rights shall be valued at one-third of the Fair Market Value of Shares subject to the Award on the date of grant; (iii) Performance-Based Restricted Stock and Performance-Based Restricted Stock Units shall be valued at 50% of the Fair Market Value on the date of grant of the Target Award; (iv) Cash Incentive Awards shall be valued at the maximum cash value payable under the Award, and (v) Other Stock Based Awards shall be valued, as determined by the Committee in good faith at the time of grant, by reference to the Fair Market Value of Shares subject to the Award at the time of grant.

4.Administration of the Plan

The Plan shall be administered by the Committee.  The Committee shall, consistent with the terms of the Plan, from time to time designate those employees of the Company who shall be granted Awards under the Plan and the amount, type and other terms and conditions of such Awards.  The Committee, in its discretion and consistent with applicable law and regulations, may delegate its authority and duties under the Plan to any other individual or committee as it

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deems to be advisable, under any conditions and subject to any limitations that the Committee may establish, except that the Committee may not delegate its authority with respect to establishing the terms and conditions of Awards made to the Executive Officers of the Company.

The Committee shall have full discretionary authority to administer the Plan, including discretionary authority to interpret and construe any and all provisions of the Plan and the terms of any Award (and any Award Agreement) granted thereunder and to adopt and amend from time to time such rules and regulations for the administration of the Plan as the Committee may deem necessary or appropriate.  The employment of a Participant with the Company shall be deemed to have terminated for all purposes of the Plan if such Participant is employed by a Subsidiary of Luxfer and such Subsidiary ceases to be a Subsidiary of Luxfer, unless the Committee determines otherwise.

On or after the date of grant of an Award under the Plan, the Committee may (i) accelerate the date on which any such Award becomes vested, exercisable or transferable, as the case may be, (ii) extend the term of any such Award, including, without limitation, extending the period following a termination of a Participant’s employment during which any such Award may remain outstanding, (iii) waive any conditions to the vesting, exercisability or transferability, as the case may be, of any such Award or (iv) provide for the payment of dividends or dividend equivalents with respect to any such Award; provided that the Committee shall not have any such authority to the extent that the grant or exercise of such authority would cause any tax to become due under Section 409A of the Code or any other applicable law.

Without limiting the generality of the foregoing, in order to assure the viability of Awards granted to Participants employed in various jurisdictions, the Committee may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy, or custom applicable in the jurisdiction in which the Participant resides or is employed.  Moreover, the Committee may approve such supplements to, or amendments, restatements, or alternative version of, the Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of the Plan for any other purpose.

Decisions of the Committee shall be final, binding and conclusive on all parties.

To the extent permitted by applicable law, (i) no member of the Committee shall be liable for any action, omission, or determination relating to the Plan, and (ii) the Company shall indemnify and hold harmless each member of the Committee and each other director or employee of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been delegated against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Committee) arising out of any action, omission or determination relating to the Plan.

5.Eligibility; Award Agreements; Non-Transferability

(a)The Committee shall select from time to time the employees of the Company who are eligible to receive Awards pursuant to the Plan, including those key employees who are largely responsible for the management, growth and protection of the business of the Company.

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(b)Employees of Subsidiaries may participate in the Plan upon approval of Awards to such employees by the Committee.  A Subsidiary’s participation in the Plan may be conditioned upon the Subsidiary’s agreement to reimburse Luxfer for costs and expenses of such participation, as determined by Luxfer.  The Committee may terminate the Subsidiary’s participation in the Plan at any time and for any reason.  If a Subsidiary’s participation in the Plan shall terminate, such termination shall not relieve it of any obligations theretofore incurred by it under the Plan, except with the approval of the Committee, and the Committee shall determine, in its sole discretion, the extent to which employees of the Subsidiary may continue to participate in the Plan with respect to previously granted Awards.  Unless the Committee determines otherwise, a Subsidiary’s participation in the Plan shall terminate upon the occurrence of any event that results in such entity no longer constituting a Subsidiary as defined herein; provided, however, that such termination shall not relieve such Subsidiary of any of its obligations to Luxfer theretofore incurred by it under the Plan, except with the approval of the Committee.  Notwithstanding the foregoing, unless otherwise specified by the Committee, upon any such Subsidiary ceasing to be a Subsidiary as defined herein, the Participants employed by such Subsidiary shall be deemed to have terminated employment for purposes of the Plan.  With respect to Awards subject to Section 409A of the Code, for purposes of determining whether a distribution is due to a Participant, such Participant’s employment shall be deemed terminated as described in the preceding sentence only if the Committee determines that a separation from service (within the meaning of Section 409A of the Code and regulations promulgated thereunder) has occurred.

(c)Each Award granted under the Plan shall be evidenced by an Award Agreement between the Company and the Participant in form and substance approved by the Committee.  Except as otherwise determined by the Committee, an Award may not be Transferred.

6.Options and Stock Appreciation Rights

The Committee may from time to time grant Time-Based Options that are Nonqualified Stock Options and Time-Based Stock Appreciation Rights, subject to the following terms and conditions:

(a)Evidence of Grant

The Award Agreement evidencing the grants of Options and Stock Appreciation Rights shall include the amount of Shares subject to an Award, the Exercise Price, vesting conditions (as set forth below) and such additional provisions as may be specified by the Committee.  The Exercise Price per Share covered by any Option or Stock Appreciation Right shall be not less than 100% of the Fair Market Value of a Share on the date on which such Option or Stock Appreciation Right is granted.

(b)Vesting

Each Option or Stock Appreciation Right shall become vested and exercisable with respect to one-third of the Shares subject to the Award on each of the first three anniversaries from the date of grant provided the Participant is continuously employed through each such respective anniversary.

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(c)Exercise Period

No Option or Stock Appreciation Right shall be exercisable after the expiration of ten years from the date such Option or Stock Appreciation Right is granted.

(d)Exercise of Options and Stock Appreciation Rights

Each Option or Stock Appreciation Right may, to the extent vested and exercisable, be exercised in whole or in part.  The partial exercise of an Option or Stock Appreciation Right shall not cause the expiration, termination or cancellation of the remaining portion thereof.  An Option or Stock Appreciation Right shall be exercised by such methods and procedures as the Committee determines from time to time, including without limitation, in the case of an Option, through net physical settlement or other method of cashless exercise.  The Exercise Price of an Option must be paid in full when the Option is exercised.  For the avoidance of doubt, the preceding sentence will not prevent the Exercise Price being paid from the proceeds pursuant to the prompt sale of Shares acquired upon exercise or the Participant entering into other permissible arrangements, agreed by the Committee, for procuring payment of the aggregate Exercise Price.

(e)Payment in Cash or Shares.

Upon exercise, a Stock Appreciation Right may be settled for cash or Shares or a combination of cash and Shares, in the discretion of the Committee, and as described in the Award Agreement.  If a Stock Appreciation Right is settled for cash, the Company shall make a payment to the Participant equal to the excess, if any, of the Fair Market Value of a Share on the date of exercise over the Exercise Price, for each Share for which a Stock Appreciation Right was exercised.  If the Stock Appreciation Right is settled for Shares, the Company shall deliver to the Participant a number of Shares in the amount equal to the cash payment amount that would have been payable if the Stock Appreciation Right was settled in cash divided by the Fair Market Value of a Share on the date of exercise, rounded down to the nearest whole number of Shares.

(f)Termination of Employment.

Subject to the discretion of the Committee, upon the termination of the Participant’s employment for any reason other than for Cause,  (i) the portion of an Option or a Stock Appreciation Right that has not become vested or exercisable as of the date of such termination shall immediately lapse and (ii) except as otherwise provided in the Plan or in the applicable Award Agreement, the portion of the Option or a Stock Appreciation Right that is vested or  exercisable as of the date of termination of employment will lapse on the first anniversary of the date of termination of employment to the extent not theretofore exercised.  In the event of the termination of the Participant’s employment for Cause, all Shares subject to an Option or a Stock Appreciation Right, whether then vested or exercisable or not, shall immediately lapse on such termination.

7.Restricted Stock

The Committee may from time to time grant Time-Based and Performance-Based Restricted Stock, subject to the following terms and conditions:

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(a)Grant of Restricted Stock

At the time of grant, the Committee shall determine, in its discretion, the terms and conditions that will apply to Restricted Stock granted pursuant to this Section 7.  Time-Based Restricted Stock shall vest with respect to one-third of the Shares subject to the Award on each of the first three anniversaries from the date of grant provided the employee is continuously employed through each such respective anniversary.

(b)Issuance of Restricted Stock; Rights of Participants

As soon as practicable after Restricted Stock has been granted, Restricted Stock shall be transferred to the Participant.  Shares of Restricted Stock may be evidenced in such manner as the Committee shall determine.  Except as otherwise determined by the Committee, the Participant will have all rights of a shareholder with respect to the Shares of Restricted Stock, including the right to vote and to receive dividends or other distributions, except that the Shares may be subject to a vesting schedule and forfeiture and may not be Transferred until the restrictions are satisfied or lapse.  The Committee may enforce any restrictions that the Committee may impose on Restricted Stock in such manner as the Committee shall determine, including legends, custody accounts or any other restrictions on transfer.

(c)Dividends

Dividends, if any, paid on Restricted Stock during the period of such restrictions shall be automatically reinvested in additional Shares as of each date on which the Company pays a cash dividend on Shares. The number of additional Shares shall be determined by first (i) multiplying the number of Shares of Restricted Stock subject to an Awardon the dividend payment date by the per-Share dollar amount of the dividend so paid, and then (ii) dividing the resulting amount by the Fair Market Value of Shares on the dividend payment date, with the number of Shares rounded down to the nearest whole number and the cash balance remaining being carried forward and added to the dividend amounts (if any) paid on the next occasion.  Additional Shares of Restricted Stock shall be subject to the same restrictions, including but not limited to vesting andTransferability restrictions, that apply to the Shares of Restricted Stock to which they relate. If Shares of Restricted Stock subject to an Award are forfeited, the additional Shares that relate to such Restricted Stock shall also be forfeited.

(d)Termination of Employment.

Subject to the discretion of the Committee, upon the termination of the Participant’s employment for any reason other than for Cause, (i) all Shares underlying Time-Based Restricted Stock that have not yet become vested as of the date of the Participant’s termination shall be immediately forfeited by the Participant and the Participant shall have no further rights with respect thereto and (ii) the  Performance-Based Restricted Stock shall vest with respect to the number of Shares underlying such Award equal to (a) the number of Shares underlying such Award that would have been vested in the Participant for the full Performance Period, as determined by the Committee in its sole discretion, taking into account actual performance results as of the date of termination multiplied by (b) a fraction, the numerator of which is the number of days during such Performance Period that have elapsed prior to (and including) the

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date of termination and the denominator of which is the total number of days in such Performance Period, rounded down to the nearest whole number of Shares.  Any portion of a Performance-Based Restricted Stock that does not vest pursuant to the clause (ii) of the preceding sentence shall be immediately forfeited by the Participant as of the termination and the Participant shall have no further rights with respect thereto.  In the event of the termination of the Participant’s employment for Cause, all unvested Restricted Stock shall be immediately forfeited by the Participant as of the termination and the Participant shall have no further rights with respect thereto.

8.Restricted Stock Units

The Committee may from time to time grant Time-Based and Performance-Based Restricted Stock Units, subject to the following terms and conditions:

(a)Grant of Restricted Stock Units

At the time of grant, the Committee shall determine, in its discretion, the terms and conditions that will apply to Restricted Stock Units granted pursuant to this Section 8.  Unless otherwise determined by the Committee, Time-Based Restricted Stock Units shall vest with respect to one-third of the Shares subject to the Award on each of the first three anniversaries from the date of grant provided the Participant is continuously employed through each such respective anniversary.

(b)Dividend Equivalents

The Committee shall provide for the payment of dividend equivalents with respect to Restricted Stock Units. The Company shall credit the Participant withadditional Restricted Stock Units as of each date on which the Company pays a cash dividend on Shares, the number of which shall be determined by first (i) multiplying the number of Restricted Stock Units subject to an Award on the dividend payment date by the per-Share dollar amount of the dividend so paid, and then (ii) dividing the resulting amount by the Fair Market Value of Shares on the dividend payment date. Additional Restricted Stock Units shall be subject to the same restrictions, including but not limited to vesting, Transferability and payment restrictions, that apply to the Restricted Stock Units to which they relate. If the Restricted Stock Units subject to an Award are forfeited, the additional Restricted Stock Units that relate to such Restricted Stock Units shall also be forfeited.

(c)Form and Timing of Settlement

Payment of earned Restricted Stock Units shall be made as soon as practicable after the date(s) determined by the Committee and set forth in the Award Agreement, provided that with respect to any Restricted Stock Units subject to Section 409A of the Code such payment will occur in a manner that would not cause any tax to become due under Section 409A of the Code.  Restricted Stock Units may be settledfor cash, Shares, or a combination of both, as determined by the Committee and set forth in the Award Agreement.  The Committee may permit Participants to request the deferral of payment of vested Restricted Stock Units (including the value of related dividend equivalents, if any) to a date later than the payment date specified in the

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Award Agreement, provided that with respect to any Restricted Stock Units subject to Section 409A of the Code such deferral will be made in a manner that would not cause any tax to become due under Section 409A of the Code.

(d)Termination of Employment.

Subject to the discretion of the Committee, upon the termination of the Participant’s employment for any reason other than for Cause, (i) all Shares underlying Time-Based Restricted Stock Units that have not yet become vested as of the date of the Participant’s termination shall be immediately forfeited by the Participant, and (ii) the Performance-Based Restricted Stock Units shall vest and be settled in cash or Shares with respect to the number of Shares underlying such Award equal to (a) the number of Shares underlying such Award that would have been delivered to the Participant for the full Performance Period, as determined by the Committee in its sole discretion, taking into account actual performance results as of the date of termination multiplied by (b) a fraction, the numerator of which is the number of days during such Performance Period that have elapsed prior to (and including) the date of termination and the denominator of which is the total number of days in such Performance Period, rounded down to the nearest whole number of Shares.  Any portion of a Performance-Based Restricted Stock Units Award that does not vest pursuant to the clause (ii) of the preceding sentence shall be immediately forfeited by the Participant as of the termination and the Participant shall have no further rights with respect thereto.  In the event of the termination of the Participant’s employment for Cause, all Restricted Stock Units shall be immediately forfeited by the Participant as of the termination and the Participant shall have no further rights with respect thereto.

9.Cash Incentive Awards

The Committee may from time to time grant Cash Incentive Awards.  At the time of grant, the Committee shall determine, in its discretion, the terms and conditions that will apply to Cash Incentive Awards granted pursuant to this Section 9.  Cash Incentive Awards may be settled in cash or in other property, including Shares, as determined by the Committee at the time of grant.  Unless otherwise determined by the Committee, all Cash Incentive Awards shall be granted upon satisfaction of applicable performance conditions and shall be deferred for at least two years, subject to continued service of the Participant.  Ifduring such deferral period the Company restates its financial results based on which the Cash Incentive Award was computed, the Participant shall forfeit the excess of the amount of the Cash Incentive Award over what he would have received based on the restated financial results.  Upon the termination of the Participant’s employment for any reason other than for Cause, the Cash Incentive Award held by the Participant shall become vested in full and payable within 30 days after the termination of the Participant’s employment, except (i) if the Participant is subject to United States taxation and the Cash Incentive Award is subject to Section 409A of the Code, the payment of the Cash Incentive Award shall not be accelerated and (ii) if the Committee, in its sole discretion, reasonably believes that there is more than minimal risk of a restatement of the Company’s financial results during the original deferral period, the Cash Incentive Award shall be treated as if the Participant remained employed through the original payment date set forth in the Award.  In the event of the termination of the Participant’s employment for Cause, all outstanding Cash Incentive Awards

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shall be forfeited by the Participant and the Participant shall have no further rights with respect thereto.

10.Other Stock Based Awards

The Committee may grant Other Stock Based Awards not otherwise described herein in such amounts and subject to such terms and conditions as the Committee shall determine.  Without limiting the generality of the preceding sentence, each such Other Stock Based Award may (i) involve the transfer of Shares to Participants, either at the time of grant or thereafter, or payment in cash or otherwise of amounts based on the value of Shares, and (ii) be Time-Based or Performance-Based; provided that each Other Stock Based Award shall be denominated in, or shall have a value determined by reference to, a number of Shares that is specified at the time of the grant of such award.  The UK schedule hereto or applicable Award Agreement shall specify the consequences, if any,on the Award of the Participant’s termination of employment; provided that in the event of the termination of the Participant’s employment for Cause, all outstanding Other Stock Based Awards shall be immediately forfeited by the Participant and the Participant shall have no further rights with respect thereto.

11.Performance-Based Awards

The Performance-Based Awards shall be subject to the following terms and conditions:

(a)Performance Targets, Target Awards and Performance Schedules

Within 90 days after the beginning of a Performance Period, and in any case before 25% of the Performance Period has elapsed, the Committee shall establish (a) Performance Targets for such Performance Period, (b) Target Awards for each Participant, and (c) Performance Schedules for such Performance Period.  The Performance Targets may be with respect to corporate performance, operating group or sub group performance, individual company performance, other group or individual performance, or division performance, and shall be based on one or more of the Performance Measures described below.

(b)Performance Measures

The Performance Targets upon which the payment or vesting of any Performance-Based Award depends shall relate to one or more of the following Performance Measures: (i) net income or operating net income (before or after taxes, interest, depreciation, amortization, and/or nonrecurring/unusual items), (ii) return on assets, return on capital, return on equity, return on economic capital, return on other measures of capital, return on sales or other financial criteria, (iii)  revenue or net sales, (iv) gross profit or operating gross profit, (v) cash flow, (vi) productivity or efficiency ratios, (vii) share price or total shareholder return, (viii) earnings per share, (ix) budget and expense management, (x) customer and product measures, including market share, high value client growth, and customer growth, (xi) working capital turnover and targets, (xii) margins, and (xiii) economic value added or other value added measurements, in any such case (x) considered absolutely or relative to historic performance or relative to one or more other businesses and (y) determined for the Company or any business unit or division thereof.

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The measurement of any Performance Measure(s) may exclude the impact of charges for restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring items, and the cumulative effects of accounting changes, each as defined by generally accepted accounting principles and as identified in the Company’s audited financial statements, including the notes thereto.

Each Performance Measuremay be expressed on an absolute and/or relative basis and may be used to measure the performance of any Participant or group of Participants, or Luxfer, the Company or a Subsidiary as a whole or any business unit of Luxfer or any Subsidiary or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Measures as compared to the performance of a group of comparator companies, or a published or special index that the Committee, in its sole discretion, deems appropriate.

(c)Certification

Except as otherwise provided in the Plan, no distribution shall be made under this Plan until after the Committee has certified the attainment of the Performance Targets and the amount to be paid to each Participant.

(d)Service Requirements

Nothing in this Section 11 is intended to limit the Committee’s discretion to adopt any service conditions or restrictions with respect to Performance-Based Awards.

12.Adjustment upon Certain Changes

(a)Adjustment of Shares

If the number of outstanding Shares is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of Luxfer, without the fair market value consideration, then (i) the number of Shares available for Awards under the Plan and awards under the Director EIP set forth in Section 3, (ii) the Exercise Prices of and number of Shares subject to outstanding Options and Stock Appreciation Rights and (iii) the nominal value per Share, if applicable, and the number of Shares subject to other outstanding Awards,  may be proportionately adjusted, subject to any required action by the Board or the shareholders of the Company and in compliance with applicable securities laws and, to the extent applicable, Section 409A of the Code.  In addition, except insofar as the Board (on behalf of Luxfer) agrees to capitalize Luxfer’s reserves and apply the same in paying up any difference between the Exercise Price (or any amount payable per Share in relation to an Award) and the nominal value of the Shares, the Exercise Price (or other amount payable per Share in relation to an Award) of any Award over Shares that are to be newly issued by Luxfer in satisfaction of the Award shall not be reduced below a Share’s nominal value.

(b)Certain Mergers

Subject to any required action by the shareholders of Luxfer, in the event that the Company shall be the surviving corporation in any merger, consolidation or similar transaction

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as a result of which the holders of Shares receive consideration consisting exclusively of securities of such surviving corporation, the Committee may, to the extent deemed appropriate by the Committee, adjust each Award outstanding on the date of such merger or consolidation so that it pertains and applies to the securities which a holder of the number of Shares subject to such Award would have received in such merger or consolidation.

(c)Certain Other Transactions

In the event of (i) a dissolution or liquidation of Luxfer, (ii) a sale of all or substantially all of the Luxfer’s assets (on a consolidated basis), (iii) a merger, consolidation or similar transaction involving Luxfer in which Luxfer is not the surviving corporation or (iv) a merger, consolidation or similar transaction involving Luxfer in which Luxfer is the surviving corporation but the holders of Shares receive securities of another corporation and/or other property, including cash, the Committee shall, in its sole discretion, have the power to:

(i)  cancel, effective immediately prior to the occurrence of such event, each Award (whether or not then exercisable), and, in full consideration of such cancellation, pay to the Participant to whom such Award was granted an amount in cash, for each Share subject to such Award equal to the value, as determined by the Committee in its reasonable discretion, of such Award, provided that with respect to any outstanding Option or Stock Appreciation Right, such value shall be equal to the excess of (A) the value, as determined by the Committee in its reasonable discretion, of the property (including cash) received by the holder of a Share as a result of such event over (B) the Exercise Price of such Option or Stock Appreciation Right; or

(ii)  provide for the exchange of each Award (whether or not then exercisable or vested) for an award with respect to, as appropriate, some or all of the property which a holder of the number of Shares subject to such Award would have received in such transaction and, incident thereto, make an equitable adjustment as determined by the Committee in its reasonable discretion in the Exercise Price of the Award, or the number of shares or amount of property subject to the Award or, if appropriate, provide for a cash payment to the Participant to whom such Award was granted in partial consideration for the exchange of the Award.

(d)Notice

The Company shall give each Participant notice of an adjustment, substitution, cancellation or other action hereunder and, upon notice, such adjustment, substitution, cancellation or other action shall be conclusive and binding for all purposes.  Notwithstanding the foregoing, the Committee may, in its discretion, decline to take action under this Section 12 with respect to any Award if the Committee determines that such action would violate (or cause the Award to violate) applicable law or result in adverse tax consequences to the Participant or to the Company.

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(e)Changes to Awards Subject to Performance Conditions

In the event of any transaction or event described in this Section 12, the Committee may, in its sole discretion, make such adjustments in any Performance Schedule, Performance Targets or Target Award, and in such other terms of any Award, as the Committee may consider appropriate in respect of such transaction or event.

(f)No Repricing

Notwithstanding any provision of the Plan to the contrary, in no event shall (i) any repricing (within the meaning of U.S. generally accepted accounting principles or any applicable stock exchange rule) of Awards granted under the Plan be permitted at any time under any circumstances or (ii) any new Awards be granted in substitution for outstanding Awards previously granted to Participants if such action would be considered a repricing (within the meaning of U.S. generally accepted accounting principles or any applicable stock exchange rule).

(g)No Other Rights

Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger or consolidation of Luxfer or any other corporation.  Except as expressly provided in the Plan, no issuance by Luxfer of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of Shares or amount of other property subject to, or the terms related to, any Award.

(h)Savings Clause

No provision of this Section 12 shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code.

13.Rights under the Plan

No person shall have any rights as a shareholder with respect to any Shares covered by or relating to any Award granted pursuant to the Plan until the date of the transferor delivery of Shares.  Except as otherwise expressly provided in Section 12, no adjustment of any Award shall be made for dividends or other rights for which the record date occurs prior to the date such Shares are transferred or delivered.  Nothing in this Section 13 is intended, or should be construed, to limit authority of the Committee to cause the Company to make payments based on the dividends that would be payable with respect to any Share if it were transferred or delivered or outstanding, or from granting rights related to such dividends.

The Company may, but shall not have any obligation to, establish any separate fund or trust or other segregation of assets to provide for the satisfaction of Awards under the Plan.

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14.No Special Employment Rights; No Right to Award

Nothing contained in the Plan or any Award Agreement shall confer upon any Participant any right with respect to the continuation of his employment by or service to the Company or interfere in any way with the right of the Company at any time to terminate such employment or service or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of an Award.

No person shall have any claim or right to receive an Award hereunder.  The Committee’s granting of an Award to a Participant at any time shall neither require the Committee to grant an Award to such Participant or any other Participant or other person at any time nor preclude the Committee from making subsequent grants to such Participant or any other Participant or other person.

15.Securities Matters

The Company shall be under no obligation to effect the registration pursuant to the Securities Act or any federal, state or non-U.S. securities laws of any Shares to be transferredor delivered hereunder or to effect similar compliance under any state laws.  Notwithstanding anything in the Plan to the contrary, the Company shall not be obligated to cause to be transferred or delivered any Shares pursuant to the Plan unless and until the Company is advised by its counsel that the transfer and delivery of Shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which Shares are traded.  The Committee may require, as a condition to the transfer and delivery of Shares pursuant to the terms hereof, that the recipient of such Shares make such covenants, agreements and representations, and that certificates, if any, evidencing such Shares, bear such legends, as the Committee deems necessary or desirable.

The exercise of any Option or Stock Appreciation Right that is settled in Shares granted hereunder shall only be effective at such time as counsel to the Company shall have determined that the transfer or delivery of Shares pursuant to such exercise is in compliance with all applicable laws and regulations and the requirements of any securities exchange on which Shares are traded.  The Company may, in its sole discretion, defer the effectiveness of an exercise of an Award hereunder or the delivery or transfer of Shares pursuant to any Award pending or to ensure compliance under federal, state, non-U.S. securities laws and the requirements of any securities exchange on which Shares are traded.  The Company shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of an Award or the delivery or transfer of Shares pursuant to any Award.  During the period that the effectiveness of the exercise of an Award has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto.

The issue or transfer of any Shares under the Plan shall be subject to Luxfer’s Articles of the Association and to any necessary consents of any governmental or other authorities (in any jurisdiction) under any enactments or regulations from time to time in force.  The Participant shall comply with any requirements to be fulfilled in order to obtain or obviate the necessity of any such consent.

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16.Withholding Taxes

(a)Payment of Taxes

Participants shall be solely responsible for any applicable taxes imposed on the Participant by applicable law (including without limitation income, social security and excise taxes but excluding any taxes imposed in connection with the issuance of American Depositary Shares) and penalties, and any interest that accrues thereon, which they incur in connection with the receipt, vesting, settlement or exercise of any Award.  Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or the Committee be liable to a Participant on account of an Award’s failure to (i) qualify for favorable U.S. or non-U.S. tax treatment or (ii) avoid adverse tax treatment under U.S. or non-U.S. law, including, without limitation, under Section 409A of the Code.

(b)Cash Remittance

Whenever Shares are to be transferredor delivered upon the exercise, grant or vesting of an Award, and whenever any cash amount shall become payable in respect of any Award, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy federal, state, local and/or non-U.S. withholding tax requirements, if any, attributable to such exercise, grant, vesting or payment prior to the delivery of Shares or recordation by the Company of the Participant or his or her nominee as the owner of such Shares or the effectiveness of the lapse of such restrictions or making of such payment.  In addition, upon the exercise or settlement of any Award in cash, or any payment (including in Shares) with respect to any Award, the Company shall have the right to withhold from any payment required to be made pursuant thereto an amount sufficient to satisfy the federal, state, local and/or non-U.S. withholding tax requirements, if any, attributable to such exercise, settlement or payment.

(c)Share Remittance

At the election of the Participant, subject to the approval of the Committee, when Shares are to be transferredor delivered upon the exercise, grant or vesting of an Award, the Participant may tender to the Company a number of Shares that have been owned by the Participant for at least six months (or such other period as the Committee may determine) having a Fair Market Value at the tender date determined by the Committee to be sufficient to satisfy the minimum federal, state, local and/or non-U.S. withholding tax requirements, if any, attributable to such exercise, grant or vesting, but not greater than the minimum withholding obligations.  Such election shall satisfy the Participant’s obligations under Section 16(a) hereof, if any.

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(d)Share Withholding

At the election of the Participant, subject to the approval of the Committee, when Shares are to be transferred or delivered upon the exercise, grant or vesting of an Award, the Company shall withhold a number of such Shares determined by the Committee to be sufficient to satisfy the minimum federal, state, local and/or non-U.S. withholding tax requirements, if any, attributable to such exercise, grant or vesting, but not greater than the minimum withholding obligations.  Such election shall satisfy the Participant’s obligations under Section 16(a) hereof, if any.

17.Amendment or Termination of the Plan

(a)The Board may at any time suspend or discontinue the Plan or revise or amend it in any respect whatsoever; provided, however, that to the extent that any applicable law, regulation or rule of a stock exchange requires shareholder approval in order for any such revision or amendment to be effective, such revision or amendment shall not be effective without such approval.  The preceding sentence shall not restrict the Committee’s ability to exercise its discretionary authority hereunder pursuant to Section 4 hereof, which discretion may be exercised without amendment to the Plan.  No provision of this Section 17 shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code.  Except as expressly provided in the Plan, no action hereunder may, without the consent of a Participant, reduce the Participant’s rights under any previously granted and outstanding Award.  Nothing in the Plan shall limit the right of the Company to pay compensation of any kind outside the terms of the Plan.

(b)The Committee may amend or modify the terms and conditions of an Award to the extent that the Committee determines, in its sole discretion, that the terms and conditions of the Award violate or may violate Section 409A of the Code; provided, however, that (i) no such amendment or modification shall be made without the Participant’s written consent if such amendment or modification would violate the terms and conditions of any other agreement between the Participant and the Company and (ii) unless the Committee determines otherwise, any such amendment or modification of an Award made pursuant to this Section 17(b) shall maintain, to the maximum extent practicable, the original intent of the applicable Award provision without contravening the provisions of Section 409A of the Code.  The amendment or modification of any Award pursuant to this Section 17(b) shall be at the Committee’s sole discretion and the Committee shall not be obligated to amend or modify any Award or the Plan, nor shall the Company be liable for any adverse tax or other consequences to a Participant resulting from such amendments or modifications or the Committee’s failure to make any such amendments or modifications for purposes of complying with Section 409A of the Code or for any other purpose.  To the extent the Committee amends or modifies an Award pursuant to this Section 17(b), the Participant shall receive notification of any such changes to his or her Award and, unless the Committee determines otherwise, the changes described in such notification shall be deemed to amend the terms and conditions of the Award and the applicable AwardAgreement.

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18.Transfers upon Death

Upon the death of a Participant, to the extent provided in the applicable Award Agreement, (i) any outstanding Options and Stock Appreciation Rights granted to such Participant may be exercised only by the Beneficiary and (ii) any Award granted to such Participant may only be transferred to the Beneficiary.  The Beneficiary, as a condition of such exercise or transfer, as the case may be, shall be bound in all respects by the provisions of the Plan and the applicable Award Agreement as if the Beneficiary were an original party thereto and by the acknowledgements made by the Participant in connection with the grant of the Award and all references in the Plan and the applicable Award Agreement to the Participant shall be deemed to refer to such Beneficiary.  Any attempt to Transfer an Award in violation of the Plan shall render such Award null and void.

19.Change in Control

(a)Treatment of the Awards

Unless otherwise set forth in the Award Agreement, upon a Change in Control,

(i)each outstanding Time-Based Award shall become fully vested and (a) with respect to Options and Stock Appreciation Rights, exercisable or (b) with respect to all other Awards hereunder, settled in cash or Shares, as applicable, and all restrictions thereon shall lapse, and except as otherwise provided in the Plan or in the applicable Award Agreement or as otherwise communicated to the Participants by the Committee in connection with the Change in Control, an Option or a Stock Appreciation Right shall lapse on the first anniversary of the Change in Control to the extent not theretofore exercised.

(ii)each outstanding Performance-Based Award shall become vested and exercisable and/or settled in cash or Shares, as applicable, and the restrictions thereon shall lapse, in each case, with respect to the number of Shares underlying such Award or the amount of cash that is equal to (x) the number of Shares underlying such Award or cash amount under an Award that would have been vested in or delivered to the Participant, as applicable, for the full Performance Period, as determined by the Committee in its sole discretion, taking into account actual performance results as of the date of a Change in Control multiplied by (y) a fraction, the numerator of which is the number of days during such Performance Period that have elapsed prior to (and including) the date of the Change in Control and the denominator of which is the total number of days in such Performance Period, rounded down to the nearest whole number of Shares.  Any portion of a Performance-Based Award that does not vest pursuant to this clause (ii) shall be forfeited or lapse, as applicable, as of the date of the Change in Control and the Participant shall have no further rights with respect thereto.

(b)409A Savings Clause

Notwithstanding the foregoing and for the purposes of timing of payment, distribution or settlement only, a Change in Control shall not be deemed to occur under this Section 19 of the

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Plan with respect to any Award that constitutes “non-qualified deferred compensation” within the meaning of Section 409A of the Code and is granted to a Participant subject to United States taxation, unless the events that have occurred would also constitute a “Change in the Ownership or Effective Control of a Corporation or in the Ownership of a Substantial Portion of the Assets of a Corporation” under Treasury Department Final Regulation 1.409A-3(i)(5), or any successor thereto.

(c)280G Cutback

In the event that it shall be determined by the Committee that any benefit provided or payment made by the Company to or for the benefit of the Participant, whether paid or payable or distributed or distributable pursuant to the terms of the Plan or any other agreement, plan, program, arrangement or otherwise (“Parachute Payments”), would subject the Participant to an obligation to pay an excise tax imposed by Section 4999 of the Code or any interest or penalties related to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the amount of Parachute Payments payable to such Participant shall be reduced in the manner determined by the Committee, to the extent and only to the extent that such reduction would result in a greater after-tax benefit for such Participant than if the Parachute Payments were not reduced; provided, however, that in no event shall such reduction be effected through a delay in the timing of any Payment that is subject to Section 409A of the Code (or that would become subject to 409A of the Code as a result of such delay).

20.Fractional Shares

The Company shall not be required to issue any fractional Shares pursuant to the Plan.  The Committee may provide for the elimination of fractions or for the settlement thereof in cash.

21.Nominal Value

If determined by the Committee, the vesting/exercise of an Award over Shares and the issue of Shares pursuant to the Award will be subject to the payment of the aggregate nominal value of the underlying Shares by the Participant.  Any cash payment to be made to a Participant pursuant to Section 12(c)(i) of the Plan in consideration of the cancellation of an Award or an award that is provided in exchange for an Award pursuant to Section 12(c)(ii) of the Plan, shall where appropriate and if determined by the Committee, take account of the nominal value of the Shares subject to the Award.

22.Data Protection

It shall be a condition of an Award that the Participant agrees and consents to:

(a)The collection, use, processing and transfer of Participant’s Personal Data by the Company, any trustee or third party administrator of the Plan, the Company’s registrars, or any broker through whom Shares are to be sold on behalf of a Participant.

(b)The Company, any trustee or third party administrator of the Plan, the Company’s registrars, or any broker through whom Shares are to be sold on behalf of a Participant

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transferring the Participant’s Personal Data amongst themselves for the purposes of implementing, administering and managing the Plan and the grant of Awards and the acquisition of Shares pursuant to Awards, the disposal of such Shares or the making of any cash payment under the Plan.

(c)The use of Personal Data by any such person for any such purposes; and

(d)The transfer to and retention of Personal Data by third parties including any trustee or third party administrator of the Plan for or in connection with such purposes.

23.Service of Documents

(a)Except as otherwise provided in the Plan, any written notice or document to be given by, or on behalf of, the Company or any administrator of the Plan to a Participant in accordance or in connection with the Plan may be given by hand or sent by pre-paid first class mail (airmail if overseas), facsimile transmission or email to the Participant’s home or work address, facsimile number or email address last known to the Company to be the Participant’s address, facsimile number or email address.  Subject to the paragraph (d) of this Section 23 any notice or document given in accordance with this Section 23 shall be deemed to have been given: (i) upon delivery, if delivered by hand; (ii) after 24 hours, if sent by mail; after 4 hours, if sent by facsimile transmission; and (iv) at the time of transmission, if sent by email except that a notice or document shall not be duly given by email unless that person is known by his employer company to have personal access during his normal business hours to information sent to him by email.

(b)Any notice or document so sent to a Participant shall be deemed to have been duly given notwithstanding that such person is then deceased (and whether or not the Company has notice of his death) except where his personal representatives have supplied an alternative address to which documents are to be sent to the Company.

(c)Any written notice or document to be submitted or given to the Company or any administrator of the Plan in accordance or in connection with the Plan may be given by hand or sent by pre-paid first class post (airmail if overseas), facsimile transmission or email but shall not in any event be duly given unless it is actually received by the Secretary of the Company or such other individual as may from time to time be nominated by the Company and whose name and address, facsimile number or email address is notified to the Participant.

(d)For the purposes of the Plan, an email shall be treated as not having been duly sent or received if the recipient of such email notifies the sender that it has not been opened because it contains, or is accompanied by a warning or caution that it could contain or be subject to, a virus or other computer program which could alter, damage or interfere with any computer software or email.

24.Third Party Rights

Except as otherwise expressly stated to the contrary, neither the Plan nor the making of any Award shall have the effect of giving any third party any rights under the Plan pursuant to

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the UK Contracts (Rights of Third Parties) Act 1999 or otherwise and that Act shall not apply to the Plan or to the terms of any Award under it.

25.Governing Law

(a)   This Plan and any Award shall be governed by, and construed in accordance with, English law.

(b)   Any person or persons referred to in the Plan shall:

(i)submit to the exclusive jurisdiction of the English courts as regards any claim, legal action, dispute, difference or proceedings concerning an Award or any matter arising from, or in relation to, the Plan;

(ii)waive personal service of any proceedings;

(iii)agree that service on him or it of proceedings may be effected by registered mail to his or its address for service of notices under the Plan; and

(iv)waive any objection to proceedings taking place in the English courts on the grounds of venue or that proceedings have been brought in an inconvenient forum.

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EX-10.5

Exhibit 10.5

LUXFER HOLDINGS PLC
NON-EXECUTIVE DIRECTORS EQUITY INCENTIVE PLAN

1.Purpose of the Plan

The purpose of the Plan is to promote the interests of the Company and its shareholders, by allowing the Company to attract and retain highly qualified Non-Executive Directors by permitting them to obtain or increase their proprietary interest in the Company.

2.Definitions

As used in the Plan or in any instrument governing the terms of any Award, unless stated otherwise, the following definitions apply to the terms indicated below:

(a)           “American Depositary Shares” means American Depositary Shares, each representing one-half of an Ordinary Share.  The American Depositary Shares are evidenced by American Depositary Receipts issued pursuant to the Deposit Agreement dated as of [] between Luxfer and The Bank of New York Mellon.

(b)           “Award” means any Option, Restricted Stock or Nil/Nominal Cost Right granted to a Participant pursuant to the Plan.

(c)           “Award Agreement” means any written agreement, contract or other instrument or document evidencing an Award.

(d)           “Beneficiary” means a person designated in writing by the Participant to receive any amounts due to the Participant hereunder in the event of the Participant’s death or, absent any such designation, the Participant’s estate.  Such designation, if any, must be on file with the Company prior to the Participant’s death.

(e)           “Board” means the Board of Directors of Luxfer.

(f)            “Cause” means (i) absence without the permission of the Board from meetings of the Board for three  consecutive full meetings, (ii) any prohibition by law from being a director, (iii) becoming bankrupt or making any formal arrangement or composition with the Participant’s creditors generally, (iv) commission of any serious or repeated breach or non-observance of the Participant’s obligations to the Company (which include an obligation not to breach directors’ statutory, fiduciary or common-law duties), or (v) any conduct involving fraud or dishonesty or acting in any manner which, in the opinion of the Company, brings or is likely to bring the Company into disrepute or is materially adverse to the interests of the Company.

(g)           “Change in Control” means, unless otherwise defined in the Award Agreement, the occurrence of any of the following after the Effective Date:  (i) any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the

Company’s outstanding securities (other than any Person who was a “beneficial owner” of securities of the Company representing 30% or more of the combined voting power of the Company’s outstanding securities prior to the Effective Date); or (ii) dissolution or liquidation of the Company; or (iii) material reconstruction or significant demerger; or (iv) individuals who constitute the Board on the Effective Date (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board, provided that any person becoming a director subsequent to the Effective Date whose appointment to fill a vacancy or to fill a new Board position was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s shareholders was approved by the same nominating committee serving under an Incumbent Board, shall be, for purposes of this clause (iv), considered as though he were a member of the Incumbent Board; or (v) the occurrence of any of the following of which the Incumbent Board does not approve: (A) merger or consolidation in which the Company is not the surviving corporation or (B) sale of all or substantially all of the assets of the Company; or (vi) consummation of a plan of reorganization, merger or consolidation of the Company with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan of reorganization are exchanged or converted into cash or property or securities not issued by the Company, which was approved by shareholders pursuant to a proxy statement soliciting proxies from shareholders of the Company, by someone other than the then current management of the Company.

(h)           “Code” means the United States Internal Revenue Code of 1986, as amended from time to time, and all regulations, interpretations and administrative guidance issued thereunder.

(i)            “Committee” means the Board or such other committee as the Board may designate from time to time to administer the Plan and to otherwise exercise and perform the authority and functions assigned to the Committee under the terms of the Plan.

(j)            “Company” means Luxfer and all of its Subsidiaries, collectively.

(k)           “Effective Date” means [·].

(l)            “Exchange Act” means the United States Securities Exchange Act of 1934, as amended from time to time.

(m)          “Exercise Price” means the price per Share at which a holder of an Option may purchase Shares.

(n)           “Fair Market Value” means, with respect to a Share, as of the applicable date of determination (i) the closing price per Share on that date as reported on the New York Stock Exchange or (ii) if not so reported, as determined by the Committee in its sole discretion using a reasonable valuation method taking into account, to the extent applicable, the requirements of Section 409A of the Code.

(o)           “Luxfer” means Luxfer Holdings PLC, incorporated in England and Wales, and any successor thereto.

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(p)           “Nil/Nominal Cost Right” means an equity-based award granted to a UK Participant pursuant to the UK Schedule to the Plan.

(q)           “Non-Executive Director” shall mean a member of the Board who is not an employee of the Company.

(r)            “Option” means a right granted to a Participant pursuant to Section 7 to purchase a specified amount of Shares at an Exercise Price.

(s)           “Ordinary Shares” means Luxfer’s ordinary shares, nominal value £1 per share, or any other security into which the ordinary shares shall be changed pursuant to the adjustment provisions of Section 9 of the Plan.

(t)            “Participant” means a Non-Executive Director to whom one or more Awards have been granted pursuant to the Plan.

(u)           “Person” means a “person” as such term is used in Section 13(d) and 14(d) of the Exchange Act, including any “group” within the meaning of Section 13(d)(3) under the Exchange Act.

(v)           “Personal Data” means the name, home address, email address and telephone number, date of birth, social security number or equivalent of a Participant, details of all rights to acquire Shares or other securities or cash granted to the Participant and of Shares or other securities issued or transferred or cash paid to the Participant pursuant to the Plan and any other personal information which could identify the Participant and is necessary for the administration of the Plan.

(w)          “Plan” means this Luxfer Non-Executive Directors Equity Incentive Plan, as it may be amended from time to time.

(x)“Restricted Stock” means Shares awarded to a Participant pursuant to Section 8 subject to a substantial risk of forfeiture.

(y)“Securities Act” means the United States Securities Act of 1933, as amended.

(z)“Share” means an Ordinary Share or an American Depositary Share.

(aa)“Subsidiary” shall mean any entity of which a majority of the outstanding voting shares or voting power is beneficially owned directly or indirectly by Luxfer.

(bb)“Transfer” means, with respect to any Award,  a transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or disposition of such Award, whether for or without consideration.  “Transferee”, “Transferred” and “Transferability” shall have correlative meanings.

(cc)“UIP” means the Luxfer Holdings PLC Long-Term Umbrella Incentive Plan, as it may be amended from time to time.

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(dd)         “U.S.” shall mean the United States of America.

3.Term; Stock Subject to the Plan

(a)           Term of the Plan

Unless the Plan shall have been earlier terminated by the Company, Awards may be granted under the Plan at any time in the period commencing on the Effective Date and ending immediately prior to the tenth anniversary of the Effective Date.  Awards granted pursuant to the Plan within that period shall not expire solely by reason of the termination of the Plan.

(b)           Stock Subject to the Plan

The maximum number of Shares that initially may be available for Awards under the Plan and awards under the UIP, in the aggregate, shall be a number equal to  [], which represents 5% of the  outstanding share capital of Luxfer as of the Effective Date.  The maximum referred to in the preceding sentences of this paragraph shall be subject to adjustment as provided in Section 9.  The Board may, subject to any applicable law, from time to time increase the maximum number of Shares that may be available for Awards under the Plan.  The Company may satisfy its obligation to deliver Shares under the Plan in any manner permitted by law, including without limitation, by issuing new Shares that are authorized for issuance, using treasury shares or causing any trust to deliver Shares.

For purposes of the preceding paragraph, Shares covered by Awards shall only be counted as used to the extent they are actually transferred or delivered to a Participant (or such Participant’s permitted transferees as described in the Plan) pursuant to the Plan.  For purposes of clarification, in accordance with the preceding sentence, if Shares are withheld to pay the Exercise Price of an Option or to satisfy any tax withholding requirement in connection with an Award, only the shares transferred or delivered (if any), net of the shares withheld or paid, will be deemed transferred or delivered for purposes of determining the number of Shares that are available for transfer and delivery under the Plan or the UIP.  In addition, if Shares are transferredor delivered subject to conditions which may result in the forfeiture, cancellation or return of such Shares to the Company, any portion of the Shares forfeited, cancelled or returned shall thereafter be treated as not transferredor delivered pursuant to the Plan.  In addition, if Shares owned by a Participant (or such Participant’s permitted transferees as described in the Plan) are tendered (either actually or through attestation) to the Company in payment of any obligation in connection with an Award, the number of Shares tendered shall be added to the number of Shares that are available for delivery under the Plan or the UIP.  Shares covered by Awards granted pursuant to the Plan in connection with the assumption, replacement, conversion or adjustment of outstanding equity-based awards in the context of a corporate acquisition or merger (within the meaning of Section 303A.08 of the New York Stock Exchange Listed Company Manual) shall not count as used under the Plan for purposes of this Section 3(b).

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4.Administration of the Plan

The Plan shall be administered by the Committee.  The Committee shall, consistent with the terms of the Plan, designate the type and other terms and conditions of Awards under the Plan.

The Committee shall have full discretionary authority to administer the Plan, including discretionary authority to interpret and construe any and all provisions of the Plan and the terms of any Award (and any Award Agreement) granted thereunder and to adopt and amend from time to time such rules and regulations for the administration of the Plan as the Committee may deem necessary or appropriate.

On or after the date of grant of an Award under the Plan, the Committee may (i) accelerate the date on which any such Award becomes vested, exercisable or transferable, as the case may be, (ii) extend the term of any such Award, including, without limitation, extending the period following a termination of a Participant’s directorship during which any such Award may remain outstanding, (iii) provide for the payments of dividends or dividend equivalents with respect to any such Award, or (iv) waive any conditions to the vesting, exercisability or transferability, as the case may be, of any such Award; provided that the Committee shall not have any such authority to the extent that the grant or exercise of such authority would cause any tax to become due under Section 409A of the Code or any other applicable law.

Without limiting the generality of the foregoing, in order to assure the viability of Awards granted to Participants acting as a director of Luxfer in various jurisdictions, the Committee may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy, or custom applicable in the jurisdiction in which the Participant resides or acts as a director of Luxfer.  Moreover, the Committee may approve such supplements to, or amendments, restatements, or alternative version of, the Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of the Plan for any other purpose.

Decisions of the Committee shall be final, binding and conclusive on all parties.

To the extent permitted by applicable law, (i) no member of the Committee shall be liable for any action, omission, or determination relating to the Plan, and (ii) the Company shall indemnify and hold harmless each member of the Committee and each other director or employee of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been delegated against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Committee) arising out of any action, omission or determination relating to the Plan.

5.Eligibility; Award Agreements; Non-Transferability

(a)           Non-Executive Directors of the Company shall be eligible to receive Awards pursuant to the Plan.

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(b)           Each Award granted under the Plan shall be evidenced by an Award Agreement (which in the case of Options may be a simplified certificate of entitlement) between the Company and the Participant in form and substance approved by the Committee.  Except as otherwise determined by the Committee, an Award may not be Transferred.

6.Non-Discretionary Grants.

Upon the appointment or election of a person as a Non-Executive Director for the first time while this Plan is in effect, such Non-Executive Director shall receive a one-time Award valued at $30,000.  On April 1 of each calendar year during the term of the Plan, each Non-Executive Director who is acting as a director of Luxfer on such April 1 and who has at that date been acting as a director of Luxfer for at least six months after his or her initial appointment or election shall receive 50% of such director’s annual fee in Awards.  In the event a Non-Executive Director has not been acting as a director of Luxfer for at least six months on such April 1, the annual fee earned in that year and payable in Awards shall be included in the Awards in respect of the following calendar year.

For purposes of the Plan, the Awards shall be valued as follows: (i) Options shall be valued at one-third of the Fair Market Value of Shares subject to the Award on the date of grant: (ii) Restricted Stock shall be valued at the Fair Market Value of Shares subject to the Award on the date of grant; and (iii) Nil/Nominal Cost Rights shall be valued at the Fair Market Value of Shares subject to the Award on the date of grant.

7.Options

Unless otherwise provided in the applicable Award Agreement, each Award of an Option granted under the Plan shall have the following terms and conditions:

(a)           Evidence of Grant

The Award Agreement evidencing the grants of Options shall include the amount of Shares subject to an Award, the Exercise Price, vesting conditions (as set forth below) and such additional provisions as may be specified by the Committee.  The Exercise Price per Share covered by any Option shall be not less than 100% of the Fair Market Value of a Share on the date on which such Option is granted.

(b)           Vesting

Each Option shall become vested and exercisable with respect to one-third of the Shares subject to the Award on each of the first three anniversaries from the date of grant provided the Participant is continuously acting as a director of Luxfer through each such respective anniversary.

(c)           Exercise Period

No Option shall be exercisable after the expiration of ten years from the date it is granted.

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(d)           Exercise of Options

Each Option may, to the extent vested and exercisable, be exercised in whole or in part.  The partial exercise of an Option shall not cause the expiration, termination or cancellation of the remaining portion thereof.  An Option shall be exercised by such methods and procedures as the Committee determines from time to time, including without limitation through net physical settlement or other method of cashless exercise.  The Exercise Price of an Option must be paid in full when the Option is exercised.  For the avoidance of doubt, the preceding sentence will not prevent the Exercise Price being paid from the proceeds pursuant to the prompt sale of Shares acquired upon exercise or the Participant entering into other permissible arrangements, agreed by the Committee, for procuring payment of the aggregate Exercise Price.

(e)           Cessation of Directorship

Subject to the discretion of the Committee, if the Participant ceases to be a director of Luxfer for any reason other than for Cause, (i) the portion of the Option that has not become vested or exercisable as of the date when the Participant ceases to be a director shall immediately lapse and (ii) except as otherwise provided in the Plan or in the applicable Award Agreement, the portion of the Option that is vested or exercisable as of the date when the Participant ceases to be a director will lapse on the first anniversary of such date to the extent not theretofore exercised .  If the Participant ceases to be a director of Luxfer because of removal or vacation of officefor Cause, the Option, whether then vested or exercisable or not, shall immediately lapse on such cessation of directorship.

8.Restricted Stock

Unless otherwise provided in the applicable Award Agreement, each Award of Restricted Stock granted under the Plan shall have the following terms and conditions:

(a)           Grant of Restricted Stock

At the time of grant, the Committee shall determine, in its discretion, the terms and conditions that will apply to Restricted Stock granted pursuant to this Section 8.  Restricted Stock shall vest with respect to one-third of the Shares subject to the Award on each of the first three anniversaries from the date of grant provided the Participant is continuously acting as a director of Luxfer through each such respective anniversary.

(b)           Issuance of Restricted Stock; Rights of Participants

As soon as practicable after Restricted Stock has been granted, Restricted Stock shall be transferred to the Participant.  Shares of Restricted Stock may be evidenced in such manner as the Committee shall determine.  Except as otherwise determined by the Committee, the Participant will have all rights of a shareholder with respect to the Shares of Restricted Stock, including the right to vote and to receive dividends or other distributions, except that the Shares may be subject to a vesting schedule and forfeiture and may not be Transferred until the restrictions are satisfied or lapse.  The Committee may enforce any restrictions that the Committee may impose on Restricted Stock in such manner as the Committee shall determine, including legends, custody accounts or any other restrictions on transfer.

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(c)           Dividends

Dividends, if any, paid on Restricted Stock during the period of such restrictions shall be automatically reinvested in additional Shares as of each date on which the Company pays a cash dividend on Shares. The number of additional Shares shall be determined by first (i) multiplying the number of Shares of Restricted Stock subject to an Awardon the dividend payment date by the per-Share dollar amount of the dividend so paid, and then (ii) dividing the resulting amount by the Fair Market Value of Shares on the dividend payment date, with the number of Shares rounded down to the nearest whole number and the cash balance remaining being carried forward and added to the dividend amounts (if any) paid on the next occasion. Additional Shares of Restricted Stock shall be subject to the same restrictions, including but not limited to vesting andTransferability restrictions, that apply to the Shares of Restricted Stock to which they relate. If Shares of Restricted Stock subject to an Award are forfeited, the additional Shares that relate to such Restricted Stock shall also be forfeited.

(d)           Cessation of Directorship

Subject to the discretion of the Committee, if the Participant ceases to be a director of Luxfer for any reason,  all Shares underlying Restricted Stock that have not yet become vested as of the date the Participant ceases to be a director shall be immediately forfeited by the Participant and the Participant shall have no further rights with respect thereto.

9.Adjustment upon Certain Changes

(a)           Adjustment of Shares

If the number of outstanding Shares is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of Luxfer, without the fair market value consideration, then (i) the number of Shares available for Awards under the Plan and awards under the UIP set forth in Section 3, (ii) the Exercise Prices of and number of Shares subject to outstanding Options, (iii) the nominal value per Share, if applicable, and the number of Shares subject to other outstanding Awards,  may be proportionately adjusted, subject to any required action by the Board or the shareholders of the Company and in compliance with applicable securities laws and, to the extent applicable, Section 409A of the Code.  In addition, except insofar as the Board (on behalf of Luxfer) agrees to capitalize Luxfer’s reserves and apply the same in paying up any difference between the Exercise Price (or any amount payable per Share in relation to an Award) and the nominal value of the Shares, the Exercise Price (or other amount payable per Share in relation to an Award) of any Award over Shares that are to be newly issued by Luxfer in satisfaction of the Award shall not be reduced below a Share’s nominal value.

(b)           Certain Mergers

Subject to any required action by the shareholders of Luxfer, in the event that the Company shall be the surviving corporation in any merger, consolidation or similar transaction as a result of which the holders of Shares receive consideration consisting exclusively of securities of such surviving corporation, the Committee may, to the extent deemed appropriate by the Committee, adjust each Award outstanding on the date of such merger or consolidation so that it pertains and applies to the securities which a holder of the number of Shares subject to such Award would have received in such merger or consolidation.

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(c)           Certain Other Transactions

In the event of (i) a dissolution or liquidation of Luxfer, (ii) a sale of all or substantially all of the Luxfer’s assets (on a consolidated basis), (iii) a merger, consolidation or similar transaction involving Luxfer in which Luxfer is not the surviving corporation or (iv) a merger, consolidation or similar transaction involving Luxfer in which Luxfer is the surviving corporation but the holders of Shares receive securities of another corporation and/or other property, including cash, the Committee shall, in its sole discretion, have the power to:

(i)  cancel, effective immediately prior to the occurrence of such event, each Award (whether or not then exercisable), and, in full consideration of such cancellation, pay to the Participant to whom such Award was granted an amount in cash, for each Share subject to such Award equal to the value, as determined by the Committee in its reasonable discretion, of such Award, provided that with respect to any outstanding Option, such value shall be equal to the excess of (A) the value, as determined by the Committee in its reasonable discretion, of the property (including cash) received by the holder of a Share as a result of such event over (B) the Exercise Price of such Option; or

(ii)  provide for the exchange of each Award (whether or not then exercisable or vested) for an award with respect to, as appropriate, some or all of the property which a holder of the number of Shares subject to such Award would have received in such transaction and, incident thereto, make an equitable adjustment as determined by the Committee in its reasonable discretion in the Exercise Price of the Award, or the number of shares or amount of property subject to the Award or, if appropriate, provide for a cash payment to the Participant to whom such Award was granted in partial consideration for the exchange of the Award.

(d)           Notice

The Company shall give each Participant notice of an adjustment, substitution, cancellation or other action hereunder and, upon notice, such adjustment, substitution, cancellation or other action shall be conclusive and binding for all purposes.  Notwithstanding the foregoing, the Committee may, in its discretion, decline to take action under this Section 9 with respect to any Award if the Committee determines that such action would violate (or cause the Award to violate) applicable law or result in adverse tax consequences to the Participant or to the Company.

(e)           No Repricing

Notwithstanding any provision of the Plan to the contrary, in no event shall (i) any repricing (within the meaning of U.S. generally accepted accounting principles or any applicable stock exchange rule) of Awards granted under the Plan be permitted at any time under any circumstances or (ii) any new Awards be granted in substitution for outstanding Awards previously granted to Participants if such action would be considered a repricing (within the meaning of U.S. generally accepted accounting principles or any applicable stock exchange rule).

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(b)           No Other Rights

Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger or consolidation of Luxfer or any other corporation.  Except as expressly provided in the Plan, no issuance by Luxfer of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of Shares or amount of other property subject to, or the terms related to, any Award.

(c)           Savings Clause

No provision of this Section 9 shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code.

10.Rights under the Plan

No person shall have any rights as a shareholder with respect to any Shares covered by or relating to any Award granted pursuant to the Plan until the date of the transferor delivery of Shares.  Except as otherwise expressly provided in Section 9, no adjustment of any Award shall be made for dividends or other rights for which the record date occurs prior to the date such Shares are transferred or delivered.  Nothing in this Section 10 is intended, or should be construed, to limit authority of the Committee to cause the Company to make payments based on the dividends that would be payable with respect to any Share if it were transferred or delivered or outstanding, or from granting rights related to such dividends.

The Company may, but shall not have any obligation to, establish any separate fund or trust or other segregation of assets to provide for the satisfaction of Awards under the Plan.

11.No Special Rights to Continue as a Director; No Right to Awards

Neither the Plan, nor any Award Agreement nor action taken under the Plan, shall be construed as conferring upon a Participant any right to continue as a director of Luxfer, to be renominated by the Board or re-elected by the shareholders of Luxfer or shall interfere in any way with the right of Luxfer at any time to remove such Participant from his position as director or to increase or decrease the annual fees of any Non-Executive Director or change the portion thereof paid in cash or Awards.

12.Securities Matters

The Company shall be under no obligation to effect the registration pursuant to the Securities Act or any federal, state or non-U.S. securities laws of any Shares to be transferredor delivered hereunder or to effect similar compliance under any state laws.  Notwithstanding anything in the Plan to the contrary, the Company shall not be obligated to cause to be transferred or delivered any Shares pursuant to the Plan unless and until the Company is advised by its counsel that the transfer and delivery of Shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which Shares are traded.  The Committee may require, as a condition to the transfer and delivery of Shares pursuant to the terms hereof, that the recipient of such Shares make such covenants,

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agreements and representations, and that certificates, if any, evidencing such Shares, bear such legends, as the Committee deems necessary or desirable.

The exercise of any Option granted hereunder shall only be effective at such time as counsel to the Company shall have determined that the transfer or delivery of Shares pursuant to such exercise is in compliance with all applicable laws and regulations and the requirements of any securities exchange on which Shares are traded.  The Company may, in its sole discretion, defer the effectiveness of an exercise of an Award hereunder or the delivery or transfer of Shares pursuant to any Award pending or to ensure compliance under federal, state, non-U.S. securities laws and the requirements of any securities exchange on which Shares are traded.  The Company shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of an Award or the delivery or transfer of Shares pursuant to any Award.  During the period that the effectiveness of the exercise of an Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto.

The issue or transfer of any Shares under the Plan shall be subject to Luxfer’s Articles of the Association and to any necessary consents of any governmental or other authorities (in any jurisdiction) under any enactments or regulations from time to time in force.  The Participant shall comply with any requirements to be fulfilled in order to obtain or obviate the necessity of any such consent.

13.Withholding Taxes

(a)           Payment of Taxes

Participants shall be solely responsible for any applicable taxes imposed on the Participant by applicable law (including without limitation income, social security and excise taxes but excluding any taxes imposed in connection with the issuance of American Depositary Shares) and penalties, and any interest that accrues thereon, which they incur in connection with the receipt, vesting, settlement or exercise of any Award.  Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or the Committee be liable to a Participant on account of an Award’s failure to (i) qualify for favorable U.S. or non-U.S. tax treatment or (ii) avoid adverse tax treatment under U.S. or non-U.S. law, including, without limitation, under Section 409A of the Code.

(b)           Cash Remittance

Whenever Shares are to be transferredor delivered upon the exercise, grant or vesting of an Award, and whenever any cash amount shall become payable in respect of any Award, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy federal, state, local and/or non-U.S. withholding tax requirements, if any, attributable to such exercise, grant, vesting or payment prior to the delivery of Shares or recordation by the Company of the Participant or his or her nominee as the owner of such Shares or the effectiveness of the lapse of such restrictions or making of such payment.  In addition, upon any payment (including in Shares) with respect to any Award, the Company shall have the right to withhold from any payment required to be made pursuant thereto an amount sufficient to

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satisfy the federal, state, local and/or non-U.S. withholding tax requirements, if any, attributable to such exercise, settlement or payment.

(c)           Share Remittance

At the election of the Participant, subject to the approval of the Committee, when Shares are to be transferredor delivered upon the exercise, grant or vesting of an Award, the Participant may tender to the Company a number of Shares that have been owned by the Participant for at least six months (or such other period as the Committee may determine) having a Fair Market Value at the tender date determined by the Committee to be sufficient to satisfy the minimum federal, state, local and/or non-U.S. withholding tax requirements, if any, attributable to such exercise, grant or vesting, but not greater than the minimum withholding obligations.  Such election shall satisfy the Participant’s obligations under Section 13(a) hereof, if any.

(d)           Share Withholding

At the election of the Participant, subject to the approval of the Committee, when Shares are to be transferred or delivered upon the exercise, grant or vesting of an Award, the Company shall withhold a number of such Shares determined by the Committee to be sufficient to satisfy the minimum federal, state, local and/or non-U.S. withholding tax requirements, if any, attributable to such exercise, grant or vesting, but not greater than the minimum withholding obligations.  Such election shall satisfy the Participant’s obligations under Section 13(a) hereof, if any.

14.Amendment or Termination of the Plan

(a)           The Board may at any time suspend or discontinue the Plan or revise or amend it in any respect whatsoever; provided, however, that to the extent that any applicable law, regulation or rule of a stock exchange requires shareholder approval in order for any such revision or amendment to be effective, such revision or amendment shall not be effective without such approval.  The preceding sentence shall not restrict the Committee’s ability to exercise its discretionary authority hereunder pursuant to Section 4 hereof, which discretion may be exercised without amendment to the Plan.  No provision of this Section 14 shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code.  Except as expressly provided in the Plan, no action hereunder may, without the consent of a Participant, reduce the Participant’s rights under any previously granted and outstanding Award.  Nothing in the Plan shall limit the right of the Company to pay compensation of any kind outside the terms of the Plan.

(b)           The Committee may amend or modify the terms and conditions of an Award to the extent that the Committee determines, in its sole discretion, that the terms and conditions of the Award violate or may violate Section 409A of the Code; provided, however, that (i) no such amendment or modification shall be made without the Participant’s written consent if such amendment or modification would violate the terms and conditions of any other agreement between the Participant and the Company and (ii) unless the Committee determines otherwise, any such amendment or modification of an Award made pursuant to this Section 14(b) shall maintain, to the maximum extent practicable, the original intent of the applicable Award provision without contravening the provisions of Section 409A of the Code.  The amendment or modification of any Award pursuant to this Section 14(b) shall be at the Committee’s sole discretion and the Committee shall not be obligated to amend or modify any Award or the Plan,

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nor shall the Company be liable for any adverse tax or other consequences to a Participant resulting from such amendments or modifications or the Committee’s failure to make any such amendments or modifications for purposes of complying with Section 409A of the Code or for any other purpose.  To the extent the Committee amends or modifies an Award pursuant to this Section 14(b), the Participant shall receive notification of any such changes to his or her Award and, unless the Committee determines otherwise, the changes described in such notification shall be deemed to amend the terms and conditions of the Award and the applicable AwardAgreement.

15.Transfers upon Death

Upon the death of a Participant, to the extent provided in the applicable Award Agreement, (i) any outstanding Options granted to such Participant may be exercised only by the Beneficiary and (ii) any Restricted Stock granted to such Participant may only be transferred to the Beneficiary.  The Beneficiary, as a condition of such exercise or transfer, as the case may be, shall be bound in all respects by the provisions of the Plan and the applicable Award Agreement as if the Beneficiary were an original party thereto and by the acknowledgements made by the Participant in connection with the grant of the Award and all references in the Plan and the applicable Award Agreement to the Participant shall be deemed to refer to such Beneficiary.  Any attempt to Transfer an Award in violation of the Plan shall render such Award null and void.

16.Change in Control

Unless otherwise set forth in the Award Agreement, upon a Change in Control, each outstanding Award shall become fully vested and exercisable, as applicable, and all restrictions thereon shall lapse.  Except as otherwise provided in the Plan or in the applicable Award Agreement or as otherwise communicated to the Participants by the Committee in connection with the Change in Control, an Option shall lapse on the first anniversary of the Change in Control to the extent not theretofore exercised.

17.Fractional Shares

The Company shall not be required to issue any fractional Shares pursuant to the Plan.  The Committee may provide for the elimination of fractions or for the settlement thereof in cash.

18.Nominal Value

If determined by the Committee, the vesting/exercise of an Award and the issue of Shares pursuant to the Award will be subject to the payment of the aggregate nominal value of the underlying Shares by the Participant.  Any cash payment to be made to a Participant pursuant to Section 9(c)(i) of the Plan in consideration of the cancellation of an Award or an award that is provided in exchange for an Award pursuant to Section 9(c)(ii) of the Plan, shall where appropriate and if determined by the Committee, take account of the nominal value of the Shares subject to the Award.

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19.Section 409A Exemption

All Awards under the Plan are intended to be exempt from Section 409A of the Code and shall be construed in accordance with the foregoing.

20.Data Protection

It shall be a condition of an Award that the Participant agrees and consents to:

(a)           The collection, use, processing and transfer of Participant’s Personal Data by the Company, any trustee or third party administrator of the Plan, the Company’s registrars, or any broker through whom Shares are to be sold on behalf of a Participant.

(b)           The Company, any trustee or third party administrator of the Plan, the Company’s registrars, or any broker through whom Shares are to be sold on behalf of a Participant transferring the Participant’s Personal Data amongst themselves for the purposes of implementing, administering and managing the Plan and the grant of Awards and the acquisition of Shares pursuant to Awards, the disposal of such Shares or the making of any cash payment under the Plan.

(c)           The use of Personal Data by any such person for any such purposes; and

(d)           The transfer to and retention of Personal Data by third parties including any trustee or third party administrator of the Plan for or in connection with such purposes.

21.Service of Documents

(a)           Except as otherwise provided in the Plan, any written notice or document to be given by, or on behalf of, the Company or any administrator of the Plan to a Participant in accordance or in connection with the Plan may be given by hand or sent by pre-paid first class mail (airmail if overseas), facsimile transmission or email to the Participant’s home or work address, facsimile number or email address last known to the Company to be the Participant’s address, facsimile number or email address.  Subject to the paragraph (d) of this Section 21 any notice or document given in accordance with this Section 21 shall be deemed to have been given: (i) upon delivery, if delivered by hand; (ii) after 24 hours, if sent by mail; after 4 hours, if sent by facsimile transmission; and (iv) at the time of transmission, if sent by email except that  a notice or document shall not be duly given by email unless that person is known by the Company to have personal access during his normal business hours to information sent to him by email.

(b)           Any notice or document so sent to a Participant shall be deemed to have been duly given notwithstanding that such person is then deceased (and whether or not the Company has notice of his death) except where his personal representatives have supplied an alternative address to which documents are to be sent to the Company.

(c)           Any written notice or document to be submitted or given to the Company or any administrator of the Plan in accordance or in connection with the Plan may be given by hand or sent by pre-paid first class post (airmail if overseas), facsimile transmission or email but shall not in any event be duly given unless it is actually received by the Secretary of the Company or such

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other individual as may from time to time be nominated by the Company and whose name and address, facsimile number or email address is notified to the Participant.

(d)           For the purposes of the Plan, an email shall be treated as not having been duly sent or received if the recipient of such email notifies the sender that it has not been opened because it contains, or is accompanied by a warning or caution that it could contain or be subject to, a virus or other computer program which could alter, damage or interfere with any computer software or email.

22.Third Party Rights

Except as otherwise expressly stated to the contrary, neither the Plan nor the making of any Award shall have the effect of giving any third party any rights under the Plan pursuant to the UK Contracts (Rights of Third Parties) Act 1999 or otherwise and that Act shall not apply to the Plan or to the terms of any Award under it.

23.Governing Law

(a)   This Plan and any Award shall be governed by, and construed in accordance with, English law.

(b)   Any person or persons referred to in the Plan shall:

(i)            submit to the exclusive jurisdiction of the English courts as regards any claim, legal action, dispute, difference or proceedings concerning an Award or any matter arising from, or in relation to, the Plan;

(ii)           waive personal service of any proceedings;

(iii)          agree that service on him or it of proceedings may be effected by registered mail to his or its address for service of notices under the Plan; and

(iv)          waive any objection to proceedings taking place in the English courts on the grounds of venue or that proceedings have been brought in an inconvenient forum.

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EX-10.6

Exhibit 10.6

LUXFER HOLDINGS PLC

EXECUTIVE OFFICER IPO STOCK OPTION GRANT AGREEMENT

GRANTED TO: <NAME> Social Security #: <SSN>	GRANT DATE: <GRANT DATE>	NUMBER OF ADSs: <ADSs GRANTED>	EXERCISE PRICE PER ADS: <EXERCISE PRICE>
	EXPIRATION DATE: <EXPIRATION DATE>

1.Dear  <NAME>:

The Company recognizes the value of your continued service as a key employee and  hereby grants you (the “Participant”) on and as of the date specified above (“Grant Date”) an option (“Option”), subject to the terms and conditions hereof, to purchase from the Company the above-stated number of the ADSs, at the price per ADS stated above (“Exercise Price”), which Option shall expire on the expiration date stated above (“Expiration Date”), unless it expires earlier in accordance with the terms hereof.

2.Definitions

As used in this Award Agreement, unless stated otherwise, the following definitions apply to the terms indicated below:

(a)           “American Depositary Shares” or “ADSs” means American Depositary Shares, each representing one-half of an Ordinary Share.  The American Depositary Shares are evidenced by American Depositary Receipts issued pursuant to the Deposit Agreement dated as of [] between Luxfer and The Bank of New York Mellon.

(b)           “Award Agreement” means this Executive Officer IPO Stock Option Grant Agreement.

(c)           “Beneficiary” means a person designated in writing by the Participant to receive any amounts due to the Participant hereunder in the event of the Participant’s death or, absent any such designation, the Participant’s estate.  Such designation, if any, must be on file with the Company prior to the Participant’s death.

(d)           “Board” means the Board of Directors of Luxfer.

(e)           “Cause” means (i) if the Participant is a party to an employment agreement with the Company and such agreement provides for a definition of Cause or the grounds for summary dismissal, the definition of Cause contained therein or such grounds for summary dismissal, as applicable, or (ii) if no such agreement exists or if such agreement does not define Cause and does not provide for the grounds for summary dismissal, such conduct of the Participant that constitutes grounds for summary dismissal, as determined by the Company in its sole discretion. For the avoidance of doubt, grounds for summary dismissal will include, without limitation, (i) gross misconduct, gross incompetence or any other material breach of obligations to the Company, (ii) commission of any criminal offence other than a road traffic offence or any other offence which does not result in a custodial sentence and in the reasonable opinion of the

Company does not affect the Participant’s employment, (iii) becoming bankrupt or making any formal arrangement or composition with the Participant’s creditors generally, (iv) disqualification from being a director of any company by reason of an order made by any competent court other than by reason of mental or physical disability; (v) engaging in any conduct which brings the Participant or the Company into disrepute.

(f)            “Change in Control” means, unless otherwise defined in the Award Agreement, the occurrence of any of the following after the Grant Date: (i) any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s outstanding securities (other than any Person who was a “beneficial owner” of securities of the Company representing 30% or more of the combined voting power of the Company’s outstanding securities prior to the Grant Date); or (ii) dissolution or liquidation of the Company; or (iii) material reconstruction or significant demerger; or (iv) individuals who constitute the Board on the Grant Date (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board, provided that any person becoming a director subsequent to the Grant Date whose appointment to fill a vacancy or to fill a new Board position was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s shareholders was approved by the same nominating committee serving under an Incumbent Board, shall be, for purposes of this clause (iv), considered as though he were a member of the Incumbent Board; or (v) the occurrence of any of the following of which the Incumbent Board does not approve: (A) merger or consolidation in which the Company is not the surviving corporation or (B) sale of all or substantially all of the assets of the Company; or (vi) consummation of a plan of reorganization, merger or consolidation of the Company with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan of reorganization are exchanged or converted into cash or property or securities not issued by the Company, which was approved by shareholders pursuant to a proxy statement soliciting proxies from shareholders of the Company, by someone other than the then current management of the Company.

(g)           “Code” means the United States Internal Revenue Code of 1986, as amended from time to time, and all regulations, interpretations and administrative guidance issued thereunder.

(h)           “Committee” means the Remuneration Committee of the Board or such other committee as the Board may designate from time to time to administer the Option.

(i)            “Company” means Luxfer and all of its Subsidiaries, collectively.

(j)            “Exchange Act” means the United States Securities Exchange Act of 1934, as amended from time to time.

(k)           “Exercise Price” shall have the meaning assigned to it in Section 1 of the Award Agreement.

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(l)            “Expiration Date” shall have the meaning assigned to it in Section 1 of this Award Agreement.

(m)          “Fair Market Value” means, with respect to an ADS, as of the applicable date of determination (i) the closing price per ADS on that date as reported on the New York Stock Exchange or (ii) if not so reported, as determined by the Committee in its sole discretion using a reasonable valuation method taking into account, to the extent applicable, the requirements of Section 409A of the Code.

(n)           “Grant Date” shall have the meaning assigned to it in Section 1 of the Award Agreement.

(o)           “Luxfer” means Luxfer Holdings PLC, incorporated in England and Wales, and any successor thereto.

(p)           “Option” shall have the meaning assigned to it in Section 1 of the Award Agreement.

(q)           “Ordinary Shares” means Luxfer’s ordinary shares, nominal value £1 per share, or any other security into which the ordinary shares shall be changed pursuant to the adjustment provisions of Section 6 of the Award Agreement.

(r)“Participant” shall have the meaning assigned to it in Section 1 of the Award Agreement.

(s)“Person” means a “person” as such term is used in Section 13(d) and 14(d) of the Exchange Act, including any “group” within the meaning of Section 13(d)(3) under the Exchange Act.

(t)            “Personal Data” means the name, home address, email address and telephone number, date of birth, social security number or equivalent of the Participant, details of all rights granted to the Participant in connection with the Option and any other personal information which could identify the Participant and is necessary for the administration of the Option.

(u)           “Securities Act” means the United States Securities Act of 1933, as amended.

(v)           “Share” means an Ordinary Share or an American Depositary Share.

(w)          “Subsidiary” shall mean any entity of which a majority of the outstanding voting shares or voting power is beneficially owned directly or indirectly by Luxfer.

(x)“Transfer” means a transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or disposition of the Option, whether for or without consideration.  “Transferee”, “Transferred” and “Transferability” shall have correlative meanings.

(y)“U.S.” shall mean the United States of America.

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3.             Administration of the Option

(a)           The Committee shall have full discretionary authority to administer the Option, including discretionary authority to interpret and construe any and all provisions of the Award Agreement.  On or after the date of grant of the Option, the Committee may (i) accelerate the date on which the Option becomes vested or exercisable, (ii) extend the period following a termination of the Participant’s employment during which the Option may remain outstanding, or (iii) waive any conditions to the vesting or exercisability of the Option; provided that the Committee shall not have any such authority to the extent that the grant or exercise of such authority would cause any tax to become due under Section 409A of the Code or any other applicable law. Decisions of the Committee shall be final, binding and conclusive on all parties.

(b)           To the extent permitted by applicable law, (i) no member of the Committee shall be liable for any action, omission, or determination relating to the Option, and (ii) the Company shall indemnify and hold harmless each member of the Committee and each other director or employee of the Company to whom any duty or power relating to the administration or interpretation of the Option has been delegated against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Committee) arising out of any action, omission or determination relating to the Option.

4.             Vesting and Exercise; Non-Transferability

(a)           Forty percent of the Option shall vest and become exercisable on the Grant Date with a further twenty percent of the Option vesting and becoming exercisable on each of the first three anniversaries from the Grant Date provided the Participant remains continuously employed through each such respective anniversary.  The Option or any portion thereof shall not be exercisable after the Expiration Date.

(b)           The Option may, to the extent vested and exercisable, be exercised in whole or in part.  Exercise shall be by notice of exercise to the Company, specifying the number of ADSs to be purchased, the Exercise Price of each ADS and the aggregate price for all ADSs being purchased under said notice.  The partial exercise of the Option shall not cause the expiration, termination or cancellation of the remaining portion thereof.  The Option shall be exercised by such methods and procedures as the Committee determines from time to time, including without limitation through net physical settlement or other method of cashless exercise.  The Exercise Price must be paid in full when the Option is exercised.  For the avoidance of doubt, the preceding sentence will not prevent the Exercise Price being paid from the proceeds pursuant to the prompt sale of ADSs acquired upon exercise or the Participant entering into other permissible arrangements, agreed by the Committee, for procuring payment of the aggregate Exercise Price.

(c)           Except as otherwise determined by the Committee, the Option may not be Transferred by the Participant.

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5.             Termination of Employment

Subject to the discretion of the Committee, upon the termination of the Participant’s employment for any reason other than for Cause, (i) the portion of an Option that has not become vested or exercisable as of the date of such termination shall immediately lapse and (ii) the portion of the Option that is vested or exercisable as of the date of termination of employment will lapse on the first anniversary of the date of termination of employment to the extent not theretofore exercised.  In the event of the termination of the Participant’s employment for Cause, the Option, whether then vested or exercisable or not, shall immediately lapse on such termination.  The employment of the Participant with the Company shall be deemed to have terminated for all purposes of the Award Agreement if the Participant is employed by a Subsidiary of Luxfer and such Subsidiary ceases to be a Subsidiary of Luxfer, unless the Committee determines otherwise.

6.             Adjustment upon Certain Changes

(a)           Adjustment of Shares

If the number of outstanding Shares is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of Luxfer, without the fair market value consideration, then the Exercise Price and number of ADSs subject to the Option may be proportionately adjusted, subject to any required action by the Board or the shareholders of the Company and in compliance with applicable securities laws and, to the extent applicable,  Section 409A of the Code.  In addition, except insofar as the Board (on behalf of Luxfer) agrees to capitalize Luxfer’s reserves and apply the same in paying up any difference between the Exercise Price and the nominal value of the Shares, the Exercise Price of the adjusted Option shall not be reduced below a Share’s nominal value.

(b)           Certain Mergers

Subject to any required action by the shareholders of Luxfer, in the event that the Company shall be the surviving corporation in any merger, consolidation or similar transaction as a result of which the holders of Shares receive consideration consisting exclusively of securities of such surviving corporation, the Committee may, to the extent deemed appropriate by the Committee, adjust the Option so that it pertains and applies to the securities which a holder of the number of ADSs subject to the Option would have received in such merger or consolidation.

(c)           Certain Other Transactions

In the event of (i) a dissolution or liquidation of Luxfer, (ii) a sale of all or substantially all of the Luxfer’s assets (on a consolidated basis), (iii) a merger, consolidation or similar transaction involving Luxfer in which Luxfer is not the surviving corporation or (iv) a merger, consolidation or similar transaction involving Luxfer in which Luxfer is the surviving corporation but the holders of Shares receive securities of another corporation and/or other property, including cash, the Committee shall, in its sole discretion, have the power to:

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(i)  cancel, effective immediately prior to the occurrence of such event, the Option (whether or not then vested or exercisable), and, in full consideration of such cancellation, pay to the Participant for each ADS subject to the Option an amount in cash  equal to the excess of (A) the value, as determined by the Committee in its reasonable discretion, of the property (including cash) received by the holder of an ADS as a result of such event over (B) the Exercise Price; or

(ii)  provide for the exchange of the Option (whether or not then vested or exercisable) for an award with respect to, as appropriate, some or all of the property which a holder of the number of ADSs subject to the Option would have received in such transaction and, incident thereto, make an equitable adjustment as determined by the Committee in its reasonable discretion to the Exercise Price, or the number of ADSs subject to the Option or, if appropriate, provide for a cash payment to the Participant in partial consideration for the exchange of the Option.

(d)           Notice

The Company shall give the Participant notice of an adjustment, substitution, cancellation or other action hereunder and, upon notice, such adjustment, substitution, cancellation or other action shall be conclusive and binding for all purposes.  Notwithstanding the foregoing, the Committee may, in its discretion, decline to take action under this Section 6 with respect to the Option if the Committee determines that such action would violate (or cause the Option to violate) applicable law or result in adverse tax consequences to the Participant or to the Company.

(e)           No Repricing

Notwithstanding any provision of the Award Agreement to the contrary, in no event shall (i) any repricing (within the meaning of U.S. generally accepted accounting principles or any applicable stock exchange rule) of the Option be permitted at any time under any circumstances or (ii) any new awards be granted in substitution for the Option if such action would be considered a repricing (within the meaning of U.S. generally accepted accounting principles or any applicable stock exchange rule).

(d)           No Other Rights

Except as expressly provided in the Award Agreement, the Participant shall not have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger or consolidation of Luxfer or any other corporation.  Except as expressly provided in the Award Agreement, no issuance by Luxfer of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of ADSs subject to, or the terms related to, the Option.

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(e)           Savings Clause

No provision of this Section 6 shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code.

7.Rights under the Award Agreement

The Participant shall not have any rights as a shareholder with respect to any ADSs covered by the Option until the date of the transferor delivery of the ADSs.  The Participant shall not be entitled to any dividends for which the record date occurs prior to the date the ADSs are transferred or delivered to the Participant.

The Company may, but shall not have any obligation to, establish any separate fund or trust or other segregation of assets to provide for the satisfaction of the Option.

8.No Special Employment Rights; No Right to Awards

Nothing contained in the Award Agreement shall confer upon the Participant any right with respect to the continuation of the Participant’s employment by or service to the Company or interfere in any way with the right of the Company at any time to terminate such employment or service or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of the Option.

The Committee’s granting of the Option to the Participant shall neither require the Committee to grant any other awards to the Participant or any other person at any time nor shall it preclude the Committee from making subsequent grants to the Participant or any other person.

9.Securities Matters

The Company shall be under no obligation to effect the registration pursuant to the Securities Act or any federal, state or non-U.S. securities laws of any ADSs to be transferredor delivered hereunder or to effect similar compliance under any state laws.  Notwithstanding anything in the Award Agreement to the contrary, the Company shall not be obligated to cause to be transferred or delivered any ADS subject to the Option unless and until the Company is advised by its counsel that the transfer and delivery of the ADSs is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which the ADSs are traded.  The Committee may require, as a condition to the transfer and delivery of the ADSs pursuant to the terms hereof, that the Participant make such covenants, agreements and representations, and that certificates, if any, evidencing such ADSs, bear such legends, as the Committee deems necessary or desirable.

The exercise of the Option shall only be effective at such time as counsel to the Company shall have determined that the transfer or delivery of the ADSs pursuant to such exercise is in compliance with all applicable laws and regulations and the requirements of any securities exchange on which the ADSs are traded.  The Company may, in its sole discretion, defer the effectiveness of an exercise of the Option or the delivery or transfer of ADSs pursuant to the Option pending or to ensure compliance under federal, state, non-U.S. securities laws and the requirements of any securities exchange on which the ADSs are traded.  The Company shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of, or the delivery or transfer of ADSs pursuant to, the Option.  During the period that the effectiveness

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of the exercise of the Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto.

The issue or transfer of any ADSs shall be subject to Luxfer’s Articles of the Association and to any necessary consents of any governmental or other authorities (in any jurisdiction) under any enactments or regulations from time to time in force.  The Participant shall comply with any requirements to be fulfilled in order to obtain or obviate the necessity of any such consent.

10.Withholding Taxes

(a)           Payment of Taxes

The Participant shall be solely responsible for any applicable taxes imposed on the Participant by applicable law (including without limitation income, social security and excise taxes but excluding any taxes imposed in connection with the issuance of the ADSs) and penalties, and any interest that accrues thereon, which the Participant incurs in connection with the receipt, vesting, or exercise of the Option.  Notwithstanding any provision of the Award Agreement to the contrary, in no event shall the Company or the Committee be liable to the Participant on account of the Option’s failure to (i) qualify for favorable U.S. or non-U.S. tax treatment or (ii) avoid adverse tax treatment under U.S. or non-U.S. law, including, without limitation, under Section 409A of the Code.

(b)           Cash Remittance

Whenever ADSs are to be transferredor delivered upon the exercise of the Option, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy federal, state, local and/or non-U.S. withholding tax requirements, if any, attributable to such exercise prior to the delivery of the ADSs or recordation by the Company of the Participant or his or her nominee as the owner of such ADSs.

(c)           Share Remittance

At the election of the Participant, subject to the approval of the Committee, when the ADSs are to be transferredor delivered upon the exercise of the Option, the Participant may tender to the Company a number of Shares that have been owned by the Participant for at least six months (or such other period as the Committee may determine) having a Fair Market Value at the tender date determined by the Committee to be sufficient to satisfy the minimum federal, state, local and/or non-U.S. withholding tax requirements, if any, attributable to such exercise, but not greater than the minimum withholding obligations.  Such election shall satisfy the Participant’s obligations under Section 10(a) hereof, if any.

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(d)           Share Withholding

At the election of the Participant, subject to the approval of the Committee, when ADSs are to be transferred or delivered upon the exercise of the Option, the Company shall withhold a number of such ADSs determined by the Committee to be sufficient to satisfy the minimum federal, state, local and/or non-U.S. withholding tax requirements, if any, attributable to such exercise, but not greater than the minimum withholding obligations.  Such election shall satisfy the Participant’s obligations under Section 10(a) hereof, if any.

11.Transfers upon Death

Upon the death of the Participant, the Option may be exercised only by the Beneficiary.  The Beneficiary, as a condition of such exercise, shall be bound in all respects by the provisions of the Award Agreement as if the Beneficiary were an original party thereto and by the acknowledgements made by the Participant in connection with the grant of the Option and all references in the Award Agreement to the Participant shall be deemed to refer to such Beneficiary.  Any attempt to Transfer the Option in violation of the terms of the Award Agreement shall render the Option null and void.

12.Change in Control

Upon a Change in Control, the Option shall become fully vested and exercisable and, unless otherwise communicated to the Participant by the Committee in connection with the Change in Control, shall lapse on the first anniversary of the Change in Control to the extent not theretofore exercised.

13.280G Cutback

In the event that it shall be determined by the Committee that any benefit provided or payment made by the Company to or for the benefit of the Participant, whether paid or payable or distributed or distributable pursuant to the terms of the Award Agreement or any other agreement, plan, program, arrangement or otherwise (“Parachute Payments”), would subject the Participant to an obligation to pay an excise tax imposed by Section 4999 of the Code or any interest or penalties related to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the amount of Parachute Payments payable to such Participant shall be reduced in the manner determined by the Committee, to the extent and only to the extent that such reduction would result in a greater after-tax benefit for such Participant than if the Parachute Payments were not reduced; provided, however, that in no event shall such reduction be effected through a delay in the timing of any Payment that is subject to Section 409A of the Code (or that would become subject to 409A of the Code as a result of such delay).

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14.Fractional ADSs

The Company shall not be required to issue any fractional ADSs pursuant to the Award Agreement.  The Committee may provide for the elimination of fractions or for the settlement thereof in cash.

15.Section 409A Exemption

The Option is intended to be exempt from Section 409A of the Code and shall be construed in accordance with the foregoing.

16.Data Protection

It shall be a condition of the Option that the Participant agrees and consents to:

(a)           The collection, use, processing and transfer of the Participant’s Personal Data by the Company, any trustee or third party administrator of the Option, the Company’s registrars, or any broker through whom the ADSs are to be sold on behalf of the Participant.

(b)           The Company, any trustee or third party administrator of the Option, the Company’s registrars, or any broker through whom the ADSs are to be sold on behalf of the Participant transferring the Participant’s Personal Data amongst themselves for the purposes of implementing, administering and managing the Option and the acquisition of the ADSs pursuant to the Option.

(c)           The use of Personal Data by any such person for any such purposes; and

(d)           The transfer to and retention of Personal Data by third parties including any trustee or third party administrator of the Option for or in connection with such purposes.

17.Service of Documents

(a)           Any written notice or document to be given by, or on behalf of, the Company or any administrator of the Option to the Participant in accordance or in connection with the Award Agreement may be given by hand or sent by pre-paid first class mail (airmail if overseas), facsimile transmission or email to the Participant’s home or work address, facsimile number or email address last known to the Company to be the Participant’s address, facsimile number or email address.  Subject to paragraph (d) of this Section 17 any notice or document given in accordance with this Section 17 shall be deemed to have been given: (i) upon delivery, if delivered by hand; (ii) after 24 hours, if sent by mail; (iii) after 4 hours, if sent by facsimile transmission; and (iv) at the time of transmission, if sent by email except that  a notice or document shall not be duly given by email unless the Participant is known by his employer company to have personal access during his normal business hours to information sent to him by email.

(b)           Any notice or document so sent to the Participant shall be deemed to have been duly given notwithstanding that the Participant is then deceased (and whether or not the

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Company has notice of his death) except where his personal representatives have supplied an alternative address to which documents are to be sent to the Company.

(c)           Any written notice or document to be submitted or given to the Company or any administrator of the Option in connection with the Award Agreement may be given by hand or sent by pre-paid first class post (airmail if overseas), facsimile transmission or email but shall not in any event be duly given unless it is actually received by the Secretary of the Company or such other individual as may from time to time be nominated by the Company and whose name and address, facsimile number or email address is notified to the Participant.

(d)           For the purposes of this Section 17, an email shall be treated as not having been duly sent or received if the recipient of such email notifies the sender that it has not been opened because it contains, or is accompanied by a warning or caution that it could contain or be subject to, a virus or other computer program which could alter, damage or interfere with any computer software or email.

18.Third Party Rights

Except as otherwise expressly stated to the contrary, neither the Award Agreement nor the grant of the Option to the Participant shall have the effect of giving any third party any rights under the Award Agreement or the Option pursuant to the UK Contracts (Rights of Third Parties) Act 1999 or otherwise and that Act shall not apply to the Award Agreement or the Option.

19.Power of Attorney

The Participant appoints the Company Secretary or any director of the Company for the time being as the Participant’s attorney to sell ADSs and deal with the proceeds of sale in accordance with the Award Agreement in the Participant’s name and on the Participant’s behalf.    The power of attorney granted under this Section 19 may not be revoked without the consent of the Company and is given by way of security to secure the interest of the Company as a person liable to account for or pay any applicable taxes.  A person who deals in good faith with the Participant’s attorney appointed under this Section 19 may accept a written statement signed by that person that this power of attorney has not been revoked as conclusive evidence of that fact.

20.Governing Law

(a)   The Award Agreement shall be governed by, and construed in accordance with, English law.

(b)   Any person or persons referred to in the Award Agreement shall:

(i)            submit to the exclusive jurisdiction of the English courts as regards any claim, legal action, dispute, difference or proceedings concerning the Option or any matter arising from, or in relation to, the Option;

(ii)           waive personal service of any proceedings;

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(iii)          agree that service on him or it of proceedings may be effected by registered mail to his or its address for service of notices under the Award Agreement ; and

(iv)          waive any objection to proceedings taking place in the English courts on the grounds of venue or that proceedings have been brought in an inconvenient forum.

Please indicate your acceptance of the terms hereof by executing this Award Agreement in the space provided below.

Yours very truly,

LUXFER HOLDINGS PLC

By

Name:

Title:

For and on behalf of Luxfer Holdings PLC

SIGNED AND DELIVERED AS A DEED

Participant’s Name

Participant’s Signature

In the presence of:

Witness signature

Witness name (print)

Address

Occupation

Date

Participant’s signature must be witnessed by a person over 18 who is not related to the Participant and the Award Agreement returned to <the name of the relevant person at the Company> by < date> or the Option will be deemed to have lapsed.

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EX-10.7

Exhibit 10.7

LUXFER HOLDINGS PLC

NON-EXECUTIVE DIRECTOR IPO STOCK OPTION GRANT AGREEMENT

GRANTED TO: <NAME> Social Security #: <SSN>	GRANT DATE: <GRANT DATE>	NUMBER OF ADSs: <ADSs GRANTED>	EXERCISE PRICE PER ADS: <EXERCISE PRICE>
	EXPIRATION DATE: <EXPIRATION DATE>

1.Dear  <NAME>:

The Company recognizes the value of your continued service as a director and hereby grants you (the “Participant”) on and as of the date specified above (“Grant Date”) an option (“Option”), subject to the terms and conditions hereof, to purchase from the Company the above-stated number of the ADSs, at the price per ADS stated above (“Exercise Price”), which Option shall expire on the expiration date stated above (“Expiration Date”), unless it expires earlier in accordance with the terms hereof.

2.Definitions

As used in this Award Agreement, unless stated otherwise, the following definitions apply to the terms indicated below:

(a)“American Depositary Shares” or “ADSs” means American Depositary Shares, each representing one-half of an Ordinary Share.  The American Depositary Shares are evidenced by American Depositary Receipts issued pursuant to the Deposit Agreement dated as of [] between Luxfer and The Bank of New York Mellon.

(b)“Award Agreement” means this Non-Executive Director IPO Stock Option Grant Agreement.

(c)“Beneficiary” means a person designated in writing by the Participant to receive any amounts due to the Participant hereunder in the event of the Participant’s death or, absent any such designation, the Participant’s estate.  Such designation, if any, must be on file with the Company prior to the Participant’s death.

(d)“Board” means the Board of Directors of Luxfer.

(e)“Cause” means (i) absence without the permission of the Board from meetings of the Board for three consecutive full meetings, (ii) any prohibition by law from being a director, (iii) becoming bankrupt or making any formal arrangement or composition with the Participant’s creditors generally, (iv) commission of any serious or repeated breach or non-observance of the Participant’s obligations to the Company (which include an obligation not to breach directors’ statutory, fiduciary or common-law duties), or (v) any conduct involving fraud or dishonesty oracting in any manner which, in the opinion of the Company, brings or is likely to bring the Company into disrepute or is materially adverse to the interests of the Company.

(f)“Change in Control” means, unless otherwise defined in the Award Agreement, the occurrence of any of the following after the Grant Date: (i) any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s outstanding securities (other than any Person who was a “beneficial owner” of securities of the Company representing 30% or more of the combined voting power of the Company’s outstanding securities prior to the Grant Date); or (ii) dissolution or liquidation of the Company; or (iii) material reconstruction or significant demerger; or (iv) individuals who constitute the Board on the Grant Date (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board, provided that any person becoming a director subsequent to the Grant Date whose appointment to fill a vacancy or to fill a new Board position was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s shareholders was approved by the same nominating committee serving under an Incumbent Board, shall be, for purposes of this clause (iv), considered as though he were a member of the Incumbent Board; or (v) the occurrence of any of the following of which the Incumbent Board does not approve: (A) merger or consolidation in which the Company is not the surviving corporation or (B) sale of all or substantially all of the assets of the Company; or (vi) consummation of a plan of reorganization, merger or consolidation of the Company with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan of reorganization are exchanged or converted into cash or property or securities not issued by the Company, which was approved by shareholders pursuant to a proxy statement soliciting proxies from shareholders of the Company, by someone other than the then current management of the Company.

(g)“Code” means the United States Internal Revenue Code of 1986, as amended from time to time, and all regulations, interpretations and administrative guidance issued thereunder.

(h)“Committee” means the Board or such other committee as the Board may designate from time to time to administer the Option.

(i)“Company” means Luxfer and all of its Subsidiaries, collectively.

(j)“Exchange Act” means the United States Securities Exchange Act of 1934, as amended from time to time.

(k)“Exercise Price” shall have the meaning assigned to it in Section 1 of the Award Agreement.

(l)“Expiration Date” shall have the meaning assigned to it in Section 1 of this Award Agreement.

(m)“Fair Market Value” means, with respect to an ADS, as of the applicable date of determination (i) the closing price per ADS on that date as reported on the New York Stock Exchange or (ii) if not so reported, as determined by the Committee in its sole discretion using a

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reasonable valuation method taking into account, to the extent applicable, the requirements of Section 409A of the Code.

(n)“Grant Date” shall have the meaning assigned to it in Section 1 of the Award Agreement.

(o)“Luxfer” means Luxfer Holdings PLC, incorporated in England and Wales, and any successor thereto.

(p)“Option” shall have the meaning assigned to it in Section 1 of the Award Agreement.

(q)“Ordinary Shares” means Luxfer’s ordinary shares, nominal value £1 per share, or any other security into which the ordinary shares shall be changed pursuant to the adjustment provisions of Section 6 of the Award Agreement.

(r)“Participant” shall have the meaning assigned to it in Section 1 of the Award Agreement.

(s)“Person” means a “person” as such term is used in Section 13(d) and 14(d) of the Exchange Act, including any “group” within the meaning of Section 13(d)(3) under the Exchange Act.

(t)“Personal Data” means the name, home address, email address and telephone number, date of birth, social security number or equivalent of the Participant, details of all rights granted to the Participant in connection with the Option and any other personal information which could identify the Participant and is necessary for the administration of the Option.

(u)“Securities Act” means the United States Securities Act of 1933, as amended.

(v)“Share” means an Ordinary Share or an American Depositary Share.

(w)“Subsidiary” shall mean any entity of which a majority of the outstanding voting shares or voting power is beneficially owned directly or indirectly by Luxfer.

(x)“Transfer” means a transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or disposition of the Option, whether for or without consideration.  “Transferee”, “Transferred” and “Transferability” shall have correlative meanings.

(y)“U.S.” shall mean the United States of America.

3.Administration of the Option

(a)The Committee shall have full discretionary authority to administer the Option, including discretionary authority to interpret and construe any and all provisions of the Award Agreement.  On or after the date of grant of the Option, the Committee may (i) accelerate the date on which the Option becomes vested or exercisable, (ii) extend the period following a termination of the Participant’s directorship during which the Option may remain outstanding, or

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(iii) waive any conditions to the vesting or exercisability of the Option; provided that the Committee shall not have any such authority to the extent that the grant or exercise of such authority would cause any tax to become due under Section 409A of the Code or any other applicable law. Decisions of the Committee shall be final, binding and conclusive on all parties.

(b)To the extent permitted by applicable law, (i) no member of the Committee shall be liable for any action, omission, or determination relating to the Option, and (ii) the Company shall indemnify and hold harmless each member of the Committee and each other director or employee of the Company to whom any duty or power relating to the administration or interpretation of the Option has been delegated against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Committee) arising out of any action, omission or determination relating to the Option.

4.Vesting and Exercise; Non-Transferability

(a)Forty percent of the Option shall vest and become exercisable on the Grant Date with a further twenty percent of the Option vesting and becoming exercisable on each of the first three anniversaries from the Grant Date provided the Participant is continuously acting as a director of Luxfer through each such respective anniversary.  The Option or any portion thereof shall not be exercisable after the Expiration Date.

(b)The Option may, to the extent vested and exercisable, be exercised in whole or in part.  Exercise shall be by notice of exercise to the Company, specifying the number of ADSs to be purchased, the Exercise Price of each ADS and the aggregate price for all ADSs being purchased under said notice.  The partial exercise of the Option shall not cause the expiration, termination or cancellation of the remaining portion thereof.  The Option shall be exercised by such methods and procedures as the Committee determines from time to time, including without limitation through net physical settlement or other method of cashless exercise.  The Exercise Price must be paid in full when the Option is exercised.  For the avoidance of doubt, the preceding sentence will not prevent the Exercise Price being paid from the proceeds pursuant to the prompt sale of ADSs acquired upon exercise or the Participant entering into other permissible arrangements, agreed by the Committee, for procuring payment of the aggregate Exercise Price.

(c)Except as otherwise determined by the Committee, the Option may not be Transferred by the Participant.

5.Cessation of Directorship

Subject to the discretion of the Committee, if the Participant ceases to be a director of Luxfer for any reason other than for Cause, (i) the portion of the Option that has not become vested or exercisable as of the date when the Participant ceases to be a director shall immediately lapse and (ii) the portion of the Option that is vested or exercisable as of the date when the Participant ceases to be a director will lapse on the first anniversary of such date to the extent not theretofore exercised .  If the Participant ceases to be a director of Luxfer because of removal or vacation of officefor Cause, the Option, whether then vested or exercisable or not, shall immediately lapse on such cessation of directorship.

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6.Adjustment upon Certain Changes

(a)Adjustment of Shares

If the number of outstanding Shares is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of Luxfer, without the fair market value consideration, then the Exercise Price and number of ADSs subject to the Option may be proportionately adjusted, subject to any required action by the Board or the shareholders of the Company and in compliance with applicable securities laws and, to the extent applicable, Section 409A of the Code.  In addition, except insofar as the Board (on behalf of Luxfer) agrees to capitalize Luxfer’s reserves and apply the same in paying up any difference between the Exercise Price and the nominal value of the Shares, the Exercise Price of the adjusted Option shall not be reduced below a Share’s nominal value.

(b)Certain Mergers

Subject to any required action by the shareholders of Luxfer, in the event that the Company shall be the surviving corporation in any merger, consolidation or similar transaction as a result of which the holders of Shares receive consideration consisting exclusively of securities of such surviving corporation, the Committee may, to the extent deemed appropriate by the Committee, adjust the Option so that it pertains and applies to the securities which a holder of the number of ADSs subject to the Option would have received in such merger or consolidation.

(c)Certain Other Transactions

In the event of (i) a dissolution or liquidation of Luxfer, (ii) a sale of all or substantially all of the Luxfer’s assets (on a consolidated basis), (iii) a merger, consolidation or similar transaction involving Luxfer in which Luxfer is not the surviving corporation or (iv) a merger, consolidation or similar transaction involving Luxfer in which Luxfer is the surviving corporation but the holders of Shares receive securities of another corporation and/or other property, including cash, the Committee shall, in its sole discretion, have the power to:

(i)  cancel, effective immediately prior to the occurrence of such event, the Option (whether or not then vested or exercisable), and, in full consideration of such cancellation, pay to the Participant for each ADS subject to the Option an amount in cash equal to the excess of (A) the value, as determined by the Committee in its reasonable discretion, of the property (including cash) received by the holder of an ADS as a result of such event over (B) the Exercise Price; or

(ii)  provide for the exchange of the Option (whether or not then vested or exercisable) for an award with respect to, as appropriate, some or all of the property which a holder of the number of ADSs subject to the Option would have received in such transaction and, incident thereto, make an equitable adjustment as determined by the Committee in its reasonable discretion to the Exercise Price, or the number of ADSs subject to the Option or, if appropriate, provide for a cash payment to the Participant in partial consideration for the exchange of the Option.

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(d)Notice

The Company shall give the Participant notice of an adjustment, substitution, cancellation or other action hereunder and, upon notice, such adjustment, substitution, cancellation or other action shall be conclusive and binding for all purposes.  Notwithstanding the foregoing, the Committee may, in its discretion, decline to take action under this Section 6 with respect to the Option if the Committee determines that such action would violate (or cause the Option to violate) applicable law or result in adverse tax consequences to the Participant or to the Company.

(e)No Repricing

Notwithstanding any provision of the Award Agreement to the contrary, in no event shall (i) any repricing (within the meaning of U.S. generally accepted accounting principles or any applicable stock exchange rule) of the Option be permitted at any time under any circumstances or (ii) any new awards be granted in substitution for the Option if such action would be considered a repricing (within the meaning of U.S. generally accepted accounting principles or any applicable stock exchange rule).

(d)No Other Rights

Except as expressly provided in the Award Agreement, the Participant shall not have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger or consolidation of Luxfer or any other corporation.  Except as expressly provided in the Award Agreement, no issuance by Luxfer of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of ADSs subject to, or the terms related to, the Option.

(e)Savings Clause

No provision of this Section 6 shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code.

7.Rights under the Award Agreement

The Participant shall not have any rights as a shareholder with respect to any ADSs covered by the Option until the date of the transferor delivery of the ADSs.  The Participant shall not be entitled to any dividends for which the record date occurs prior to the date the ADSs are transferred or delivered to the Participant.

The Company may, but shall not have any obligation to, establish any separate fund or trust or other segregation of assets to provide for the satisfaction of the Option.

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8.No Special Rights to Continue as a Director; No Right to Awards

Nothing contained in the Award Agreement shall be construed as conferring upon the Participant any right to continue as a director of Luxfer, to be renominated by the Board or re-elected by the shareholders of Luxfer or shall interfere in any way with the right of Luxfer at any time to remove the Participant from his position as director or to increase or decrease the annual fees of any Non-Executive Director or change the portion thereof paid in cash or Awards.

The Committee’s granting of the Option to the Participant shall neither require the Committee to grant any other awards to the Participant or any other person at any time nor shall it preclude the Committee from making subsequent grants to the Participant or any other person.

9.Securities Matters

The Company shall be under no obligation to effect the registration pursuant to the Securities Act or any federal, state or non-U.S. securities laws of any ADSs to be transferredor delivered hereunder or to effect similar compliance under any state laws.  Notwithstanding anything in the Award Agreement to the contrary, the Company shall not be obligated to cause to be transferred or delivered any ADS subject to the Option unless and until the Company is advised by its counsel that the transfer and delivery of the ADSs is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which the ADSs are traded.  The Committee may require, as a condition to the transfer and delivery of the ADSs pursuant to the terms hereof, that the Participant make such covenants, agreements and representations, and that certificates, if any, evidencing such ADSs, bear such legends, as the Committee deems necessary or desirable.

The exercise of the Option shall only be effective at such time as counsel to the Company shall have determined that the transfer or delivery of the ADSs pursuant to such exercise is in compliance with all applicable laws and regulations and the requirements of any securities exchange on which the ADSs are traded.  The Company may, in its sole discretion, defer the effectiveness of an exercise of the Option or the delivery or transfer of ADSs pursuant to the Option pending or to ensure compliance under federal, state, non-U.S. securities laws and the requirements of any securities exchange on which the ADSs are traded.  The Company shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of, or the delivery or transfer of ADSs pursuant to, the Option.  During the period that the effectiveness of the exercise of the Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto.

The issue or transfer of any ADSs shall be subject to Luxfer’s Articles of the Association and to any necessary consents of any governmental or other authorities (in any jurisdiction) under any enactments or regulations from time to time in force.  The Participant shall comply with any requirements to be fulfilled in order to obtain or obviate the necessity of any such consent.

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10.Withholding Taxes

(a)Payment of Taxes

The Participant shall be solely responsible for any applicable taxes imposed on the Participant by applicable law (including without limitation income, social security and excise taxes but excluding any taxes imposed in connection with the issuance of the ADSs) and penalties, and any interest that accrues thereon, which the Participant incurs in connection with the receipt, vesting, or exercise of the Option.  Notwithstanding any provision of the Award Agreement to the contrary, in no event shall the Company or the Committee be liable to the Participant on account of the Option’s failure to (i) qualify for favorable U.S. or non-U.S. tax treatment or (ii) avoid adverse tax treatment under U.S. or non-U.S. law, including, without limitation, under Section 409A of the Code.

(b)Cash Remittance

Whenever ADSs are to be transferredor delivered upon the exercise of the Option, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy federal, state, local and/or non-U.S. withholding tax requirements, if any, attributable to such exercise prior to the delivery of the ADSs or recordation by the Company of the Participant or his or her nominee as the owner of such ADSs.

(c)Share Remittance

At the election of the Participant, subject to the approval of the Committee, when ADSs are to be transferredor delivered upon the exercise of the Option, the Participant may tender to the Company a number of Shares that have been owned by the Participant for at least six months (or such other period as the Committee may determine) having a Fair Market Value at the tender date determined by the Committee to be sufficient to satisfy the minimum federal, state, local and/or non-U.S. withholding tax requirements, if any, attributable to such exercise, but not greater than the minimum withholding obligations.  Such election shall satisfy the Participant’s obligations under Section 10(a) hereof, if any.

(d)Share Withholding

At the election of the Participant, subject to the approval of the Committee, when ADSs are to be transferred or delivered upon the exercise of the Option, the Company shall withhold a number of such ADSs determined by the Committee to be sufficient to satisfy the minimum federal, state, local and/or non-U.S. withholding tax requirements, if any, attributable to such exercise, but not greater than the minimum withholding obligations.  Such election shall satisfy the Participant’s obligations under Section 10(a) hereof, if any.

11.Transfers upon Death

Upon the death of the Participant, the Option may be exercised only by the Beneficiary.  The Beneficiary, as a condition of such exercise, shall be bound in all respects by the provisions of the Award Agreement as if the Beneficiary were an original party thereto and by the acknowledgements made by the Participant in connection with the grant of the Option and all

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references in the Award Agreement to the Participant shall be deemed to refer to such Beneficiary.  Any attempt to Transfer the Option in violation of the terms of the Award Agreement shall render the Option null and void.

12.Change in Control

Upon a Change in Control, the Option shall become fully vested and exercisable and, unless otherwise communicated to the Participant by the Committee in connection with the Change in Control, shall lapse on the first anniversary of the Change in Control to the extent not theretofore exercised.

13.Fractional ADSs

The Company shall not be required to issue any fractional ADSs pursuant to the Award Agreement.  The Committee may provide for the elimination of fractions or for the settlement thereof in cash.

14.Section 409A Exemption

The Option is intended to be exempt from Section 409A of the Code and shall be construed in accordance with the foregoing.

15.Data Protection

It shall be a condition of the Option that the Participant agrees and consents to:

(a)The collection, use, processing and transfer of the Participant’s Personal Data by the Company, any trustee or third party administrator of the Option, the Company’s registrars, or any broker through whom the ADSs are to be sold on behalf of the Participant.

(b)The Company, any trustee or third party administrator of the Option, the Company’s registrars, or any broker through whom ADSs are to be sold on behalf of the Participant transferring the Participant’s Personal Data amongst themselves for the purposes of implementing, administering and managing the Option and the acquisition of ADSs pursuant to the Option.

(c)The use of Personal Data by any such person for any such purposes; and

(d)The transfer to and retention of Personal Data by third parties including any trustee or third party administrator of the Option for or in connection with such purposes.

16.Service of Documents

(a)Any written notice or document to be given by, or on behalf of, the Company or any administrator of the Option to the Participant in accordance or in connection with the Award Agreement may be given by hand or sent by pre-paid first class mail (airmail if overseas), facsimile transmission or email to the Participant’s home or work address, facsimile number or email address last known to the Company to be the Participant’s address, facsimile number or

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email address.  Subject to paragraph (d) of this Section 16 any notice or document given in accordance with this Section 16 shall be deemed to have been given: (i) upon delivery, if delivered by hand; (ii) after 24 hours, if sent by mail; (iii) after 4 hours, if sent by facsimile transmission; and (iv) at the time of transmission, if sent by email except that a notice or document shall not be duly given by email unless the Participant is known by the Company to have personal access during his normal business hours to information sent to him by email.

(b)Any notice or document so sent to the Participant shall be deemed to have been duly given notwithstanding that the Participant is then deceased (and whether or not the Company has notice of his death) except where his personal representatives have supplied an alternative address to which documents are to be sent to the Company.

(c)Any written notice or document to be submitted or given to the Company or any administrator of the Option in connection with the Award Agreement may be given by hand or sent by pre-paid first class post (airmail if overseas), facsimile transmission or email but shall not in any event be duly given unless it is actually received by the Secretary of the Company or such other individual as may from time to time be nominated by the Company and whose name and address, facsimile number or email address is notified to the Participant.

(d)For the purposes of this Section 16, an email shall be treated as not having been duly sent or received if the recipient of such email notifies the sender that it has not been opened because it contains, or is accompanied by a warning or caution that it could contain or be subject to, a virus or other computer program which could alter, damage or interfere with any computer software or email.

17.Third Party Rights

Except as otherwise expressly stated to the contrary, neither the Award Agreement nor the grant of the Option to the Participant shall have the effect of giving any third party any rights under the Award Agreement or the Option pursuant to the UK Contracts (Rights of Third Parties) Act 1999 or otherwise and that Act shall not apply to the Award Agreement or the Option.

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18.Power of Attorney

The Participant appoints the Company Secretary or any director and the Company for the time being as the Participant’s attorney to sell ADSs and deal with the proceeds of sale in accordance with the Award Agreement in the Participant’s name and on the Participant’s behalf.   The power of attorney granted under this Section 18 may not be revoked without the consent of the Company and is given by way of security to secure the interest of the Company as a person liable to account for or pay any applicable taxes.  A person who deals in good faith with the Participant’s attorney appointed under this Section 18 may accept a written statement signed by that person that this power of attorney has not been revoked as conclusive evidence of that fact.

19.Governing Law

(a)   The Award Agreement shall be governed by, and construed in accordance with, English law.

(b)   Any person or persons referred to in the Award Agreement shall:

(i)submit to the exclusive jurisdiction of the English courts as regards any claim, legal action, dispute, difference or proceedings concerning the Option or any matter arising from, or in relation to, the Option;

(ii)waive personal service of any proceedings;

(iii)agree that service on him or it of proceedings may be effected by registered mail to his or its address for service of notices under the Award Agreement ; and

(iv)waive any objection to proceedings taking place in the English courts on the grounds of venue or that proceedings have been brought in an inconvenient forum.

Please indicate your acceptance of the terms hereof by executing this Award Agreement in the space provided below.

Yours very truly,

LUXFER HOLDINGS PLC

By

Name:

Title:

For and on behalf of Luxfer Holdings PLC

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SIGNED AND DELIVERED AS A DEED

Participant’s Name

Participant’s Signature

In the presence of:

Witness signature

Witness name (print)

Address

Occupation

Date

Participant’s signature must be witnessed by a person over 18 who is not related to the Participant and the Award Agreement returned to <the name of the relevant person at the Company> by <date> or the Option will be deemed to have lapsed.

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated August 12, 2011, in the Registration Statement (Form F-1) and related Prospectus of Luxfer Holdings PLC dated December 2, 2011.

/s/ Ernst & Young LLP

Manchester, England

December 2, 2011