![]() #### SHAPE THE # FUTURE #### Annual Report2024 ![]() #### Strategic report IFC Vesuvius Overview 1 Highlights 2 At a glance 6 Chairman’s statement 8 Chief Executive’s strategic review 12 Our business model 14 Why invest in Vesuvius? 14 We operate in markets expected to grow over the medium term 18 We serve our customers through technological differentiation 20 We deliver robust and consistent financial returns 22 We have a clear sustainability strategy 24 Operating review 24 Steel Division 25 Flow Control 26 Advanced Refractories 26 Sensors & Probes 27 Foundry Division 28 Financial KPIs 30 Financial review 33 Non-Financial and Sustainability Information Statement (Sustainability Report) 34 Our Sustainability strategy and objectives 35 Progress on our sustainability targets 37 Tackling climate change 55 Our people 59 A responsible company 63 Our stakeholders and Section 172(1) Statement 67 Risk, viability and going concern 72 Principal risks and uncertainties #### Governance 75 Chairman’s governance letter 76 Board of Directors 78 Group Executive Committee 79 Corporate Governance Statement 79 Board Report 88 Audit Committee 96 Nomination Committee 103 Directors’ Remuneration Report 103 Remuneration overview 108 2023 Remuneration Policy 116 Annual Report on Directors’ Remuneration 130 Directors’ Report 138 Statement of Directors’ Responsibilities 139 Independent Auditors’ Report #### Financial Statements 148 Group Income Statement 149 Group Statement of Comprehensive Income 150 Group Statement of Cash Flows 151 Group Balance Sheet 152 Group Statement of Changes in Equity 153 Notes to the Group Financial Statements 208 Company Balance Sheet 209 Company Statement of Changes in Equity 210 Notes to the Company Financial Statements 216 Five-Year Summary: Divisional Results from Continuing Operations (unaudited) 217 Shareholder information (unaudited) 219 Glossary For more information visit www.vesuvius.com Vesuvius plc Annual Report and Financial Statements 2024 Vesuvius is a global leader in molten metal flow engineering and technology, providing high-technology products and solutions to industrial customers who operate in challenging high-temperature conditions. We prioritise investment in innovation to maintain our technological differentiation. Our customers are predominantly in the steel and foundry industries which we serve from our two Divisions. Our technology-led products allow our customers to tackle some of the most complex problems in their production processes. ![]() 1 Strategic report Governance Financial statements #### Highlights 10.3% 10.4% 11.1% 2024 2023 2022 Return on sales 1 10.3% £154m £190m £217m 2024 2023 2022 Operating profit £154m 8.4% 8.9% 10.7% 2024 2023 2022 Return on invested capital 1 8.4% -26.9% -20.7% 2024 2023 Reduction in Scope 1 and 2 CO 2 e emission intensity per metric tonne of product packed for shipment versus 2019 ² -26.9% £188m £200m £227m 2024 2023 2022 Trading profit 1 £188m 33.5p 44.0p 67.2p 2024 2023 2022 Statutory EPS 33.5p 1.3x 0.9x 0.9x 2024 2023 2022 Net debt to adjusted EBITDA 1 1.3x £1,820m £1,930m £2,047m 2024 2023 2022 Revenue £1,820m £61m £128m £123m 2024 2023 2022 Free cash flow 1 £61m 0.52 0.60 1.08 2024 2023 2022 Lost Time Injury Frequency Rate per million hours 0.52 1. For definitions of alternative performance measures, refer to Note 35 of the Group Financial Statements. 2. Pro forma performance calculated as if dolime production had been operating normally in 2023 and 2024. The actual reduction in Scope 1 and 2 CO₂e emission intensity in 2023 was 45.9% and in 2024 was 40.4%. See page 51 for further information. 3. Figures above have been rounded to the nearest million. ![]() 2 Vesuvius plc Annual Report and Financial Statements 2024 #### Flow Control We supply the global steel industry with consumable ceramic products, systems, robotics and digital services for the continuous casting process. #### Sensors & Probes We supply a range of products that enhance the control and monitoring of our customers’ production processes. #### What we do for our Steel customers #### Advanced Refractories We supply specialist refractory products designed to enable steel-making equipment to hold the molten metal. #### Key products UNSHAPED (AlSi and basic monolithics) c.55% SHAPED AND OTHER (including bricks and precast) c.45% #### Key products VISO (isostatic tubes, stoppers and nozzles) c.45% SLIDE-GATE (refractories and systems) c.35% OTHER (including fluxes, purging plugs and robots) c.20% #### At a glance Revenue £39.2m Revenue £769.0m Revenue £535.6m We supply refractory products, flow control systems and process measurement solutions to our Steel Division customers Our solutions address the key challenges of our customers in the steel industry, such as maintaining steel quality and reducing energy usage during the casting process We combine these with robotics and mechatronic installations to increase their efficiency, lower their costs and improve their safety and product consistency Our products and their applications preserve the purity of the steel as it moves through the production process, from initial refining to the cast steel slab, bar or ingot Revenue £1,343.8m Trading profit £153.0m #### We improve... #### Safety #### Improved safety at customer plants #### Quality #### Better steel, better castings We are a world leader in the supply of refractory products, systems and solutions to steel producers and other high-temperature industries, helping our customers increase their efficiency and productivity, and enhance their quality and safety. #### Steel Division ![]() Strategic report Governance Financial statements 3 #### Product demand is driven by higher sophistication, demanding higher-quality metal and more complex castings. #### Customers Foseco’s primary customers are ferrous and non-ferrous foundries serving various end-markets from large bespoke castings to high volume automotive pieces. Most of Foseco’s customers serve the general industrial market. #### What we do for our Foundry customers #### Key products FEEDING AND FILTRATION c.40% BINDERS AND COATINGS c.30% OTHER (including crucibles and melt-shop products) c.30% General industrials 1 Light vehicle market 78% 22% We provide customisable products and process technology to foundries that improve the quality of their castings Our solutions address our foundry customers’ key challenges of casting quality and production efficiency We combine this with technical advice, application engineering and computer modelling to improve process outcomes Our products and solutions clean the molten metal, improve the solidification of that metal, and reduce wastage in the final casting #### ...for our Steel and Foundry customers #### Efficiency #### Cheaper steel, cheaper castings #### Sustainability #### Less energy usage and CO 2 #### emissions Operating under the Foseco brand, we are a world leader in the supply of consumable products, technical advice and application support to the global foundry industry, helping our customers to improve their casting quality and foundry efficiency. #### Foundry Division Revenue £476.3m Trading profit £35.0m 1. General industrials includes: mining, agricultural, general engineering, heavy trucks and other industrial applications. ![]() For more information see pages 14–17. Ma Production sites R&D centres of excellence #### At a glance Vesuvius plc Annual Report and Financial Statements 2024 4 ## Our global presence Our worldwide footprint, with a focus on the world’s growing markets, enables us to capitalise on shifting dynamics in the global steel and foundry markets. 6 Continents 6 R&D centres of excellence 40 Countries 54 Production sites 68 Sales offices ![]() 5 Strategic report Governance Financial statements #### Americas #### 3,146employees #### EMEA #### 4,309employees #### Asia-Pacific #### 6,260employees 19% FOUNDRY 81% STEEL £633.5m Revenue 30% FOUNDRY 70% STEEL £603.1m Revenue 30% FOUNDRY 70% STEEL £583.5m Revenue MONTERREY, MEXICO Flow Control: #### VISO SKAWINA, POLAND Flow Control: #### VISO and slide-gate VIZAG, INDIA #### New site developed with further expansion capacity available Advanced Refractories: #### Precast, AlSi & basic monolithics YINGKOU AND CHANGSHU, CHINA #### Advanced Refractories: #### Basic monolithics KOLKATA AND PUNE, INDIA Flow Control: #### VISO Foundry: #### Non-ferrous fluxes Foundry: #### Filters Flow Control: #### Mould flux Our capacity expansion in developing markets: #### Breakdown by region ![]() #### Chairman’s statement Vesuvius plc Annual Report and Financial Statements 2024 6 Dear Shareholder, 2024 marked a steady year for Vesuvius, as we navigated adverse conditions across our end-markets, a number of which continued to suffer lower than expected activity. The knock-on effects of a slowing Chinese economy drove Chinese steel exports to reach increasingly elevated levels during the year, putting pressure on end-markets for our Steel Division. Similarly, Foundry end-markets were very subdued as lower industrial activity impacted our customers. Despite this, the Group delivered a resilient performance, thanks in large part to the decisive actions of the management team and leadership, as well as the hard work and commitment from our employees globally. #### Strategy We continued to advance our strategy successfully in 2024, with the Board supporting key investments to drive growth and strengthen the Group’s capabilities. Our ability to gain market share in our Flow Control and Foundry businesses, despite a more challenging economic environment than anticipated, is testament to the Group’s differentiated technology and excellent customer focus. Product innovation remains central to our strategy, enabling us to deliver advanced solutions that create value for our customers. Over the past year, we launched 33 new products, as we continue our commitment to staying ahead of evolving customer needs. Our Flow Control business has been a standout contributor, with over 20% of its sales now derived from products launched in the past five years, demonstrating the tangible impact of our innovation pipeline. Our commitment to adding value extends beyond product innovation to advanced solutions based on robotics, which continue to attract significant customer interest. In 2024, we secured nine new robotics projects, building on the five projects secured in 2023. These installations are transforming customer operations by enhancing production, improving process efficiency, and promoting safer working environments. This year, we also announced the acquisition of a majority stake in PiroMET, a Turkish business specialising in refractory products, and advanced robotics and gunning solutions. We recently completed this acquisition, which will strengthen our Advanced Refractories business in the high-growth EEMEA region, further enhancing our ability to meet customer demand in these critical and expanding markets, whilst also supporting our ability to serve the European market. The Group has continued to make excellent progress delivering against the cost savings targets announced at our Capital Markets Day in November 2023. The three-year cost reduction programme is proceeding well, with the exit run-rate at the end of 2024 ahead of expectations, reflecting the diligent efforts of the Vesuvius team as they identify and execute key projects to support this goal. To underpin long-term growth, we continue to make targeted investments to expand capacity in high-growth regions like India and Poland. Our growth capex programme has been instrumental in enabling these efforts, ensuring we can meet the evolving needs of our customers and maintain our leadership position in key markets. #### People The strategic progress and financial performance we have delivered this year is founded on the dedication and professionalism of our employees across the Group. The level of technological innovation we see at Vesuvius simply could not happen if we did not have the right people in the right places, nor could we maintain the depth of our customer relationships without the contribution of our operations, sales and procurement teams. #### We continued to advance our strategy in 2024 despite challenging market conditions ![]() 7 Strategic report Governance Financial statements As in previous years, the engagement survey we conducted during the year showed that we have a motivated workforce, committed to delivering on our goals. It remains the case that our people are at the heart of Vesuvius. Members of the Board had another busy year, visiting sites in Belgium, the Czech Republic, France, Japan, Mexico, Poland and the USA, and the entire Board made a week-long trip to China. It is during these visits that the Directors can speak firsthand with our people, holding ‘town hall’ meetings, listening to their questions and feedback, and taking the temperature of the organisation, as well as engaging directly with our customers and other stakeholders on the ground. #### Safety The number one priority at Vesuvius is to provide our employees with a safe place to work, and we are proud of the steps we have taken over the years to ensure safety is at the core of everything we do. Although we are pleased that our Lost Time Injury Frequency Rate continued to reduce this year to 0.52 per million hours worked, which is another improvement in performance, we are aware that there is always more work to be done. Only the highest levels of safety performance can be accepted. #### Progress on our sustainability objectives The Group has set clear internal operational targets around sustainability performance, particularly in relation to our CO 2 emissions and energy consumption. Our focus on sustainability is increasingly intertwined with our R&D capabilities, where our research enables us to continue to develop innovative and energy efficient solutions for our customers. We continue to deliver positive progress against these objectives, whilst recognising that the Group’s ambitions for diversity remain challenging, and as yet unfulfilled. A highlight of the year was the inauguration of our first carbon-free major manufacturing site, for Flow Control and Advanced Refractories products in Brazil. This shows clearly what we can achieve as we focus on our CO 2 e intensity reduction targets. We continue to take steps towards reaching our target of a net zero carbon footprint by 2050, and have identified priorities, targets and milestones as we progress on this journey. #### The Board and governance In 2024, we welcomed two new Independent Non-Executive Directors to the Board. Eva Lindqvist joined in May, as Senior Independent Director, following her election at the AGM. She has over 35 years of experience in global industrial and service businesses, including senior leadership roles at Ericsson and Telia, and brings strategic insight and governance expertise, having served on numerous listed company boards. Then in June, we were pleased to welcome Italia Boninelli to the Board. An experienced HR executive with extensive international exposure across the mining, healthcare, and financial services sectors, Italia’s expertise will be invaluable in her role as Chair of the Remuneration Committee. This year we also saw Douglas Hurt step down as Senior Independent Director and Chair of the Audit Committee after nine years of dedicated service, with Robert MacLeod succeeding him in the latter role. Similarly, Kath Durrant, who joined the Board in 2020, stepped down in July as Chair of the Remuneration Committee having served three years on the Board. On behalf of the Directors, I would like to thank both Douglas and Kath for their significant contributions, wise counsel and steadfast commitment to Vesuvius during their tenure. #### Dividend Vesuvius has a progressive dividend policy. As a minimum we will maintain our dividend per share year-on-year and increase it, through the cycle, in line with earnings per share growth. The Board has recommended a final dividend of 16.4 pence per share, bringing the total dividend for the year to 23.5 pence per share, which is a 2.2% year-on-year increase on the total dividend for 2023 of 23.0 pence per share. If approved at the Annual General Meeting, this final dividend will be paid on 6 June 2025 to shareholders on the register at 25 April 2025. Following the successful completion of our first share buyback programme in 2024, we were pleased to launch a new programme for a second tranche of £50 million, which we anticipate completing over the next three months. This decision underscores our confidence in the ongoing strength of Vesuvius’ free cash flow generation and reaffirms our commitment to return value to our shareholders while maintaining a strong balance sheet. #### Annual General Meeting The Annual General Meeting will be held on 16 May 2025. The Notice of Meeting and explanatory notes containing details of the resolutions to be put to the meeting accompany this Annual Report and are available on our website: www.vesuvius.com. #### Looking ahead Vesuvius remains steadfast in its strategy for growth and is confident in the long-term attractiveness of global steel and foundry market fundamentals. We are committed to executing our strategic ambitions with a primary focus on safety, driving innovation through our dedicated R&D capabilities, and delivering market-leading, technologically advanced products and solutions. Alongside these priorities, we will maintain a robust financial framework that supports continued investment in the business and, where appropriate, targeted acquisitions. While the year ahead may bring economic, commercial and operational challenges, we continue to deliver on self-help measures that enhance our resilience and position us to capitalise on opportunities as end-markets improve. With our talented people, advanced products and industry expertise, we are well placed to deliver long-term value for our shareholders. On behalf of the Board, I would like to thank our shareholders, employees and customers for their continued support, and I look forward to reporting on further successes in the coming year. Carl-Peter Forster Chairman 5 March 2025 ![]() #### Chief Executive’s strategic review Vesuvius plc Annual Report and Financial Statements 2024 8 Vesuvius’ performance in 2024 showed resilience despite difficult market conditions, thanks to #### a strong focus on cost reduction and the continuing benefits of our technology strategy. #### 2024 difficult market background Global steel production remained subdued in the world excluding China, Russia, Iran and Ukraine, with growth limited to 0.8% for the full year (source: World Steel Association), due to sharply increasing steel exports from China. Steel production in India continued to exhibit strong growth (+6.3% year-on- year), as did South East Asia (+5.3%) and EEMEA (EMEA excluding EU+UK, Iran, Russia and Ukraine) (+4.1%). Conversely, steel production declined in the Americas (-2.9%) and in North Asia (-3.6%). Europe (EU+UK) only modestly recovered from the very low point of 2023, with growth of 1.2%. Despite steel production in China contracting by 1.7%, the level of net exports continued to rise during the year, reaching 104 million tonnes, an increase of c.20 million tonnes versus 2023, due to an even sharper decline in domestic steel consumption. These increasing exports put steel production outside of China under strong pressure and depressed steel prices worldwide. Foundry markets, with the exception of India, remained very weak throughout 2024, in particular in Europe, North Asia and in the Americas, as declining industrial activity impacted the end-markets of our customers. All industrial end-markets outside of China were affected, including the light vehicle industry which had performed well in 2023. The foundry market decline was particularly severe in EU+UK and in North Asia, important regions for our Foundry Division, and we now do not expect them to return to their pre-pandemic levels in the near future. ![]() 9 Strategic report Governance Financial statements #### Updated Strategic Targets Achieve a Return on Sales of at least 12.5% by 2026 Achieve a Return on Sales of at least 12.5% by 2028 Generate strong and recurring free cash flow of at least £400m between 2024 and 2026 Deliver our cumulative £400m free cash flow target between 2024 and 2027 Achieve £30m of annually recurring cash cost savings by the end of 2026 Increase our cash cost savings objective to £45m by 2028 Return on sales has increased to 10.3%, 10 basis points higher on an underlying basis than 2023 (2023 ROS: 10.2% on a constant currency basis). This reflects substantial cost savings achieved in 2024, largely offset by the negative impact of declining volumes in the Foundry business. Free cash flow fell to £61m in 2024 compared to £128m in 2023, reflecting the reduced EBITDA due to trading, combined with ongoing investment capex. We expect capex in 2025 to be £80m–£85m then revert to more normalised levels. In 2024, we delivered cost savings under our Group-wide programme of £13m with an annualised exit run-rate of £18m. Of the savings delivered in-year, slightly under half were in the Foundry Division, reflecting swift action taken to address costs in a challenging environment. The cost savings achieved to date have been weighted towards headcount reductions. We aim to: #### Original targets #### Updated targets Progress in 2024 Strategic Update Our Sustainability Priorities £ £ For more information, see pages 22 and 23, and the Sustainability section of this report on pages 34–62. Helping our customers reduce their CO 2 emissions Become a zero-accident company Reach net zero CO 2 emissions (Scope 1 and 2) Improve gender diversity at every level of the company In November 2023, we presented our strategy and medium-term targets to investors at a Capital Markets Event. We highlighted favourable medium-term trends in our end-markets, and, through our market-leading investment in research and development, demonstrated our ability to gain market share while pricing for the value we generate for our customers. We also set out a cost reduction programme as detailed below. #### Cost optimisation programme delivering above expectations The cost optimisation programme, launched in late 2023, initially aimed to deliver £30m of annually recurring cash savings by 2026. This programme covers all of our worldwide activities and focuses on operational improvement, lean initiatives, automation and digitalisation, as well as optimisation of our manufacturing footprint. In 2024, we delivered cost savings under this programme of £13m with an annualised exit run-rate of £18m. Of the savings delivered in-year, slightly under half were in the Foundry Division, reflecting swift action taken to address costs in a challenging environment. The cost savings achieved to date have been weighted towards headcount reductions. We expect to deliver incremental in-year cost savings of £12m–£14m in 2025. We anticipate one-off costs in 2025 in the region of £7m–£10m and a total programme cost of £40m, including capex costs. Given this good progress in 2024, we are now raising our cash cost savings objective from £30m of recurring annual savings by 2026 to £45m of recurring annual savings by 2028, with an incremental cost of delivery of c.£20m. #### Medium-term strategic targets Over the past year, we implemented our programme and delivered on these cost reduction actions. We also saw the benefit of our technology-led business model, with our differentiation driving market share gains in Flow Control and Foundry. The market backdrop, however, has been challenging, particularly in our Foundry Division where the decline in market activity has been significant, such that the benefit of cost savings in 2024 has largely been offset by this market decline. Despite the short- term uncertainties in our end-markets, we remain confident in the mid- to long-term growth potential of these markets and in particular growth in the steel market outside of China. The strength of our technology- based business model should also enable us to continue outperforming our underlying markets in Flow Control and Foundry. Given the near-term uncertain tariff and geopolitical environment and the decline experienced in Foundry end-markets over the last 18 months, we are now targeting to achieve our mid-term Return on Sales target of at least 12.5% by 2028 and to deliver our cumulative £400m free cash flow target by 2027. This will be partially dependent on a return to normal conditions in our end-markets and will be supported by an extension of our cost reduction programme which we are increasing from £30m to £45m by 2028. ![]() #### Chief Executive’s strategic reviewcontinued Vesuvius plc Annual Report and Financial Statements 2024 10 #### Steel Division Despite adverse market conditions, the Steel Division performed well in 2024. On an underlying basis, the Steel Division revenue remained broadly stable (-0.1%) while profit grew by 9.9%, resulting in return on sales increasing by 110bps. Revenue growth was driven by market share gains offsetting slightly negative market volumes evolution overall due to our overweight market position in North America, where steel production declined in 2024. Overall, we gained market share across the Steel Division, with gains across the Flow Control business and in Advanced Refractories in the growing regions of Asia and EEMEA, which more than offset some limited Advanced Refractories market share losses in EU+UK and the Americas. Headline pricing decreased slightly, reflecting a decline in raw materials costs. Pricing net of cost inflation (raw materials and labour), however, remained positive. Steel Division profits were also supported by the strong cost reduction actions undertaken as part of the Group-wide £30m cost-saving programme. #### Foundry Division Severe market decline, in particular in EU+UK and North Asia which represents c.40% of the Foundry Division turnover, reduced overall Foundry Division revenue by c.10%. The Division was, however, able to mitigate this general market downturn with market share gains of c.5%. Headline pricing also decreased during the year, reflecting a decline of raw materials prices. Pricing net of cost inflation (labour and raw materials) was slightly negative as labour inflation was not fully compensated by price increases. The Division reacted strongly to this challenging environment, successfully implementing cost reduction actions and accelerating production and resource transfers from EU+UK to lower cost and faster growing areas. We expect this strong action plan will pave the way for an improvement of the Foundry Division results going forward despite the continuing difficult market conditions in Europe and North Asia. #### Good cash generation and strong balance sheet The business delivered adjusted operating cashflow of £130.3m in 2024, which represented a 69% cash conversion rate for the year. Free cashflow was £60.8m, after cash capex of £100.8m (2023: £92.6m). We maintained a strict focus on working capital management and were able to reduce our trade working capital intensity further, which was 22.9% at year-end, versus 23.4% last year. Our balance sheet remained strong with a debt leverage ratio of 1.3x (31 December 2023: 0.9x), at the lower end of our 1.0–2.0x range. This reflects the free cash flow described above, £63.4m of payments relating to the share buybacks executed during the year and dividends of £61.1m. In February 2025 we concluded the refinancing of our revolving credit facility, extended to £475m, with a syndicate of ten banks for a term of 4.5 years. #### Acquisition in Türkiye Following the agreement reached in November 2024, on 28 February 2025 we completed the acquisition of a 61.65% shareholding in PiroMET, a Turkish refractory company, for €26.2m. The acquisition will strengthen our Advanced Refractories business in the fast-growing region of EEMEA and will also allow us to leverage PiroMET’s expertise in robotics and gunning worldwide. #### Capacity-expansion programme in Flow Control and in Asia nearing completion The investment programme to expand capacity and support the growth of Flow Control worldwide and Advanced Refractories and Foundry in Asia, initiated in 2021, is now largely complete and will underpin the progression of our results and profitability in the years to come. The expanded production capacity for VISO, Slide Gate and Mould Flux in Flow Control is now largely operational and will support the Business Unit’s expansion in India, South East Asia, EEMEA and North America. In Advanced Refractories, the expansion of our Basic monolithic and AlSi monolithic capacity at our new flagship plant in Vizag is nearing completion and will support profitable growth of the Business Unit in India going forward. In Foundry, our non-ferrous flux production line in China is now fully operational and will enable the Business Unit to accelerate its penetration of the fast-growing aluminium foundry market. This three-year capex programme of capacity expansion will be mostly completed by the end of H1 2025. Following this, capex is expected to revert towards normalised levels. #### PerformanceInvestment ![]() 11 Strategic report Governance Financial statements #### Continued progress in the productivity of R&D and new product development We increased our investment in research and development in 2024 (on a constant currency basis), spending £36.9m, equating to 2.0% of revenue. This was fully expensed in our income statement. Our two focus areas remain: (1) innovation in materials science, with an objective to continuously improve the performance of our consumables; and (2) the development of mechatronics solutions to enable our customers to substitute the operators who manipulate our consumable refractories with robots and, by doing so, improve their safety, reliability, cost and quality performance. Our New Product Sales ratio, defined as the percentage of our sales realised from products which didn’t exist five years ago, reached 19.1% for the Group in 2024 (and was over 20% in our Flow Control business). This is up from 17.6% in 2023 and well on track towards our Group target of over 20% by 2026. We launched 33 new products in 2024 and have an extensive pipeline of products under development which will be progressively introduced in the market over the coming years and will support our ambition to grow our revenue and profitability. Our robotics business is also accelerating, with orders for robotic systems for Flow Control growing from five projects in 2023 up to nine in 2024. We also saw a considerable increase in robots shipped, up to six in the year versus one in 2023, reflecting the significant positive momentum in orders over the last two years. #### Best ever safety performance In 2024, we achieved a further improvement in safety, with a Lost Time Injury Frequency Rate (the number of injuries necessitating a lost work-shift, per million hours worked) of 0.52, our best result ever, having achieved 0.60 in 2023. This positions Vesuvius among the best-in-class companies worldwide and is the result of many years of effort to integrate safety as the number one priority in the company culture. We remain committed to our goal of zero accidents, and we will strive towards this objective. #### Significant progress on our journey to net zero We continue to implement our action plan to progressively decarbonise our activities. As a result, we have reduced our carbon intensity (CO 2 e tonnes per million tonnes product sold) by 27% as compared with our 2019 reference year, on a pro forma basis (-40% on a reported basis), significantly ahead of our 2025 objective of a 20% reduction. This has been achieved through decarbonising our electricity, improving energy efficiency and moving from higher to lower carbon- emitting energy sources. As part of this initiative, our plant in Rio de Janeiro, Brazil, became our first carbon-free major manufacturing site operating exclusively on renewable electricity and biomethane. This has been a challenging year for Vesuvius with Foundry markets in Europe, North Asia and the Americas weakening significantly and global steel production outside China negatively affected by the sharp increase in Chinese steel exports during the year. Despite this, thanks to significant cost cutting, resilient pricing and market share gains, we have delivered a robust performance, maintaining our results at the level of 2023 on an underlying basis, demonstrating again the strength of our technologically differentiated business model. For the year ahead, while we remain confident in our own performance, we are cautious on market conditions due to the uncertain economic environment arising from the negative impact of trade tariffs, which continue to evolve, geopolitical volatility and the continuing structural weakness of Steel and Foundry markets in Europe. We currently anticipate that our trading profit in 2025 will be at a broadly similar level to 2024 on a constant currency basis and including the contribution from the PiroMET acquisition. We expect that cashflow for 2025 will be significantly ahead of 2024, benefiting from our working capital focus and a more normalised level of capex. Patrick André Chief Executive 5 March 2025 #### SustainabilityCurrent trading and outlook ![]() #### Our strengths #### How we create value P r o d u c t d e s i g n R & D M a n u f a c t u r i n g A p p l i c a t i o n #### Collaboration with our Steel and Foundry customers We work in partnership with our customers to develop the products and solutions that improve their performance Vesuvius plc Annual Report and Financial Statements 2024 12 ## Think beyond. ## Shape the future. #### Our purpose #### Our business model #### People We have more than 11,000 people and more than 2,000 directly supervised contractors in our skilled and motivated workforce #### Assets Our global footprint of 54 production sites on six continents places us in close proximity to our customers #### Intellectual capital We have six R&D centres of excellence and dedicated R&D staff worldwide, generating innovative products and services #### Financial capital We have a strong balance sheet and use the cash generated by our business to invest in innovation, people, operating assets, technology and sales, to generate further growth #### Global supply network We work closely with a wide range of suppliers to establish reliable and well-developed sustainable supply chains to secure high-quality raw materials #### CORE Values We champion our Values of Courage, Ownership, Respect and Energy, and our ethical approach to business conduct #### Vesuvius is a global leader in molten metal flow engineering and technology, serving process industries #### operating in challenging high-temperature conditions. #### We think beyond today to create the innovative solutions that will shape the future, delivering #### products and services that help our customers make their industrial processes safer, more efficient and more sustainable. In turn, we provide our employees with a safe workplace where they are recognised, developed and properly rewarded, and #### aim to deliver sustainable, profitable growth to provide our shareholders with a superior return on their investment. ![]() #### Our business approach Entrepreneurial Decentralised A non-matrix organisation Our global footprint enables us to capitalise on shifting dynamics in the global steel market, responding to our customers’ needs where they are growing Our continuous focus on improvements in our manufacturing base, and IT and support functions, along with the automation of production processes, reduces our cost base and maintains the efficiency of our operations Our network of talented scientists and technicians create differentiated products and solutions, allowing us to maintain our technology leadership and solve our customers’ most difficult problems through innovation #### Our shareholders Our cash-generative and low capital intensity business provides returns to our shareholders and underpins sustainable growth. #### Our people We encourage and reward high performance to create an environment where all can realise their individual potential. #### Our customers Our cutting-edge products and solutions deliver enhanced value for our customers. #### Our environment We are taking active steps to improve our environmental efficiency. Our customer intimacy and deep knowledge of their processes and requirements give our engineers an unparalleled ability to deliver on customer needs #### Value for customers Safety – Better working environments Quality – Optimised products driving higher-quality steel, and better castings Efficiency – Cheaper casting and steel through reduction of input costs and improved operational efficiency Sustainability – Less energy usage and reduced wastage resulting in lower CO 2 emissions in our customers’ processes #### Innovation #### Customer knowledge #### Global presence #### Efficiency #### We operate a profitable, flexible, cash-generative model focused on sustainable growth. £123.5m returned through our share buyback programmes and dividend payments in 2024 £390.8m paid to employees in wages and salaries in 2024 33 new products launched in 2024 26.9% pro forma reduction in Scope 1 and Scope 2 CO 2 e emission intensity per metric tonne of product packed for shipment (vs 2019) 1 13 Strategic report Governance Financial statements #### The value we create #### How we make a difference 10.3% Return on sales £61m Free cash flow £13m Cost savings #### Robust financial returns in 2024We are... 1. Pro forma performance calculated as if dolime production had been operating normally in 2024. The actual reduction in Scope 1 and 2 CO₂e emission intensity in 2024 was 40.4%. See page 51 for further information. ![]() #### Why invest in Vesuvius? ### We operate in markets expected to grow over the medium term #### Flow Control Flow Control provides end-to-end continuous casting solutions, from the ladle to the mould, harnessing strong R&D capabilities to supply technologically differentiated, bespoke products and systems to our customer base. We can combine our consumables with our industry-leading slide-gate systems and robotics to deliver highly reliable, safe and fully traceable operations. #### Advanced Refractories Advanced Refractories provides consumable products (monolithics, bricks, precast) to the steel and industrial processes industries (e.g. aluminium, foundry and cement). We combine our global on-site presence at customer locations with our mechatronics solutions to deliver improved safety and efficiency within our customers’ operations, whilst providing an ongoing revenue stream from our consumable products. #### Markets served #### Product portfolio 31% 38% 31% A sia-Pacific Americas EMEA #### By region% We have global exposure with under half our revenue generated from the mature markets of North America and Europe. We have a strong and growing position in India and other emerging markets. China represents only 10% of our revenue due to our focus on steel manufactured using high-tech processes, but we are well placed to respond to an expected growth in high-tech steel in China in the coming years. Buildings and infrastructure Mechanical equipment Domestic appliances Automotive Other transport Metal products Electrical equipment #### By end-market% Steel is the world’s most important engineering and construction material. The steel manufactured today is principally used for construction, infrastructure, automotive manufacture and domestic goods. #### Steel Division Vesuvius plc Annual Report and Financial Statements 2024 14 ![]() #### Across the Steel Division we see two main indicators, both of which forecast encouraging growth 1 #### Market indicators and trends #### Global steel production volumes The volume of steel produced directly impacts the quantity of Vesuvius products consumed. We anticipate further growth in steel production volumes outside of China (~2% CAGR) with an estimated increase of more than 200 million tonnes in emerging markets between 2023 and 2033, linked to the development in emerging economies (including India and South East Asia). The implementation of steel import/export tariffs may also result in an increase of local production in mature markets such as the Americas and EMEA. Vesuvius’ existing exposure to mature markets, and our recent investments in India, Poland and Mexico, mean that our Steel Division is well positioned to capture this growth. #### Steel production by type The type of steel produced, e.g. high-tech steel used in the automotive industry vs. commodity steel used in the construction industry, impacts the production method used by manufacturers. High-tech steel requires more sophisticated production methodologies e.g. thin slab casting, which in turn requires more elaborate and larger volumes of our Flow Control products. We anticipate that high-tech steel volumes, which currently represent c.35% of steel production, will increase at ~2.7% CAGR driven by the maturation of developing economies as they transition from construction and infrastructure to consumer demand. We also anticipate that commodity steel volumes, which represent c.65% of current production volumes, will increase ~0.5% CAGR, driven by fast-growing economies and infrastructure investments. The high-tech steel segment represents ~58% of Flow Control sales, hence the business unit is well positioned to capture this growth. 2033 2023 2013 China RoW ~90% Vesuvius sales ~10% Vesuvius sales EU + TK CIS USMCA JKANZ India Expected evolution of global steel production million tonnes 1,615 1,898 1,989 Actuals Forecast 2033 2023 2013 India Middle East South East Asia Latin America Africa Expected growth in steel production in emerging markets million tonnes 190 320 542 Actuals Forecast 2033 2023 2018 Commodity steel High-tech steel High-technology steel production evolution, million tonnes 1,828 1,898 1,989 32% +2.7% CAGR +0.8% CAGR +0.5% CAGR 68% 35% 65% 43% 57% +2.2% CAGR Actuals Forecast Sources: – Actuals: World Steel Association Crude Steel Production data, issued 24 January 2025. – Forecasts: Laplace Conseil. 15 Strategic report Governance Financial statements ![]() #### Why invest in Vesuvius? The Foundry Division (Foseco) couples the design and manufacture of customised products and process technology with technical support to improve the quality of metal castings produced in the foundry industry. Our product portfolio consists of six core product lines, where we offer solutions to serve both ferrous and non-ferrous foundries. COATINGS FEEDING SYSTEMS METAL TREATMENT REFRACTORIES FILTERS CRUCIBLES Typical product line alloy application: Ferrous Non-ferrous #### Product portfolio #### Markets served 36% 25% 39% Asia-P acific Americas EMEA #### By region% Ferrous sales in developed markets represent the core of the Foundry Division’s business. We are witnessing the transition of ferrous casting activity from Western Europe towards emerging markets. We expect this strong growth to continue and we are focused on expanding our business in these developing markets. Light vehicles Medium-heavy vehicles Mining & construction equipment Railway and marine Power generation General engineering/Others By end-market % Products manufactured by the foundry casting market – made up of iron casting, steel casting and non-ferrous casting – are used across all engineering sectors. #### Foundry Division ### We operate in markets expected to grow over the medium term Vesuvius plc Annual Report and Financial Statements 2024 16 ![]() #### We see positive dynamics in the Foundry market 1 #### Market indicators and trends #### Global casting volumes 1 The volume of castings produced directly impacts the quantity of Foseco’s products consumed. We anticipate growth in global casting volumes (+2% CAGR), mainly linked to development in India, South East Asia and China, where production of light vehicles, trucks and buses in particular is increasing. Foseco’s recent expansion in China, coupled with our investments in automation and previous manufacturing expansion in India, result in Foseco being well positioned to benefit from this growth. #### Global casting production by type 1 The type of metal being cast, e.g. ferrous vs. non-ferrous, impacts the production method and the type and volume of consumables required. We anticipate non-ferrous casting volumes will grow faster (~2.5% CAGR) than ferrous volumes (~1.6% CAGR), as a result of automotive electrification, where vehicle volumes are shifting from ICE (Internal Combustion Engine) to BEV (Battery Electric Vehicles) which in turn increases the demand for non-ferrous metals (e.g. aluminium) for production. Whilst Foseco has historically been stronger in ferrous casting technology, we continue to develop our non-ferrous portfolio. Foseco’s existing product portfolio and market position in ferrous castings positions us well to capture the market growth in this area, whilst our focus on R&D and recent product launches in non-ferrous (which account for >50% of our new product development projects and new product launches), aims to capture the faster growth in the non-ferrous market. 1. All CAGRs quoted are 2024–2030, source: Modern castings, country foundry associations, World Steel Association, foundry-planet, Global Foundry Magazine, Vesuvius & McKinsey data. 2030 2024 #### Expected evolution of global casting volume #### (2024–2030)million tonnes 112 124 1.8% 2030 2024 #### Expected evolution of global casting volume #### (2024–2030)¹million tonnes 86 26 30 94 2.5% 1.6% Ferrous Non-ferrous CAGR, % 124 112 #### Foundry’s customers The Foundry market is highly fragmented with three main customer segments. Specialists represent the largest segment of Foundry’s customer base. The Foundry Division has thousands of customers with no one customer representing more than 2% of Foundry’s revenue. Foseco customer segmentation Typically light vehicle and truck tier 2 suppliers who produce a small range of castings for various end users Small accounts with one-off production runs, active across all sectors The captive – Controlled by OEMs, who produce in-house where there is a technological edge vs. outsourcing The specialist – Focused on a limited number of markets (mining, automotive, windmill) The jobbing – Produce a range of products on request – Process and artisanal capabilities End-markets Mainly consists of mining, agriculture and light vehicle foundries Large run/series (>1,000pcs/yr even up to >100kpcs/yr in automotive) Small runs/series (5–100pcs/yr) 17 Strategic report Governance Financial statements ![]() ### We serve our customers through technological differentiation #### Why invest in Vesuvius? We have built up a global network of expert scientists and technicians, based across our six R&D centres of excellence. These centres both develop new products and provide specialist support for our customers. In order to develop and maintain our technological advantage, we spend c.2% of revenue on R&D annually. We operate a detailed process of evaluation through the product development cycle with a number of stage-gates that each product must pass to progress, in a process that typically takes c. three years. The benefit of this investment in innovation is seen in the growing proportion of sales from new products (being products launched in the past five years). We have a target of 20%, which has already been achieved by our Flow Control Business Unit. 1. New product sales defined as sales from products launched in the past five years. #### Ongoing innovation pipeline of value-adding products #### An innovation-led business #### Flow Control Our new high performance ladle slide-gate plate, DuraPlate \* L-Tech, is designed for a range of end-markets, including long steel production, stainless steel and thin slab casting – Efficiency: long-life product – Safety: less operator handling – Sustainability: lower refractory consumption per kilogram of steel produced #### Advanced Refractories Fully automated gunning robot for furnace maintenance significantly improves operational efficiency and safety – Cuts gunning time in half – Operates at higher temperatures, reducing downtime – Optimised monolithic for high-speed application #### Foundry SOLOSIL \* is an environmentally- friendly inorganic binder – Cores made with SOLOSIL TX \* are completely inorganic and therefore emit only water vapour during core storage and the casting process – Has health and safety and environmental benefits, as it eliminates hazardous emissions and is completely odourless We employ expert material science and fluid dynamics specialists to create truly innovative and differentiated products. These products are highly specialised to perform their function in the extreme environments of steel manufacture and foundry casting. 2022 2021 2023 2024 – R&D as a % of revenue – R&D investment £m Consistent investment in R&D £36.4m £36.9m £35.1m £30.6m 1.9% 1.8% 2.0% 2.0% (Constant currency) 2022 2021 2023 2024 2026 target Steadily growing new product sales 1 % >20% 15.3% 16.4% 17.6% 19.1% \* Trademark of the Vesuvius Group of companies, unregistered or registered in certain countries, used under licence. Vesuvius plc Annual Report and Financial Statements 2024 18 ![]() Every steel mill and foundry is different, so our customers need and expect bespoke solutions. In addition, the #### effective functioning of our products is in many cases determined by their skilled application or installation #### which we provide through our on-site technical expertise. We seek to develop and maintain a close partnership with our customers, fulfilling the needs of their operations by: – Giving expert engineering and technical input to advise on the optimum product to maximise value – Providing after-sales service to support optimum usage – Catering for their individual needs Our Steel Division caters for the geometries of the ladle and tundish of each different steel mill and evaluates products ‘in use’ to ensure that refractory use in the steel-making process is optimised. In Advanced Refractories, we operate contracts where we provide the technicians to manage the refractory application process. We achieve this through our dedicated team of sales and marketing experts, who work closely with our R&D teams. Our global presence means that our customers are served by experts from within their region. #### We seek operational excellence throughout our organisation. – We have a manufacturing base optimised for mature and growing markets – We share best practice across sites – We maximise the use of automation to drive consistent product quality – We are improving health and safety throughout our organisation – We are improving energy efficiency and CO₂ emissions (relative to output) throughout our organisation #### Vesuvius develops systems and robots that deliver significant value to customers by removing people from #### working in dangerous areas of a steel plant and improving the speed and consistency of changeover of refractory #### parts, therefore increasing the yield of high-quality steel while reducing health and safety risks. Our robots are designed to work with our systems and refractory products, and provide a long-term partnership with our customers. In South East Asia, a major customer has elected to install a range of our robots and systems in the new production plant they have commissioned. They chose a combination of our latest LG34 TM ladle-gate systems and advanced tube-changer systems SEM3085 TM , covering both the ladle and tundish segments of their operations, all integrated with our refractory products. These systems are robot-ready and enable the customer to produce high-quality steel, as efficiently and safely as possible. #### Customer partnership #### Operational excellence #### Mechatronic solutions that support our refractory products 19 Strategic report Governance Financial statements ![]() Vesuvius plc Annual Report and Financial Statements 2024 20 #### Our strategic targetsOur actions #### Why invest in Vesuvius? #### Market share gains We aim to grow ahead of the market in Flow Control and Foundry, and have a consistent track record of achieving this, with our market share gains in Flow Control and Foundry around or exceeding 2% in each of the past three years. #### Flow Control We invest in R&D ahead of competitors in order to maintain technical superiority. Our differentiated products are typically priced at a premium to reflect the value-add that they offer to our customers over the total lifetime of the product usage, taking into account the improvements in the steel-makers’ process efficiency, quality of steel output, safety and sustainability. #### Foundry Foundry products are designed to optimise the casting process in foundries. We invest in the development of these products with a focus on those where we can offer particular differentiation, notably in filters, feeding products, coatings and non-ferrous metal treatments, the latter being a growing product category. #### Advanced Refractories Our strategy is to focus on the more differentiated products around the tundish, in robotics and industrial products, where we seek to maximise profit versus prioritising market share gains. #### Net positive pricing #### Vesuvius has a track record of net positive pricing, particularly from #### Flow Control Net positive pricing represents full cost recovery, which has been essential to margin stability as raw material costs can change significantly within relatively short time frames, and constitute a significant proportion of our costs of goods sold. Successful net positive pricing demonstrates the ability of our organisation to make timely adjustments to pricing, appropriate to our markets and reflective of the relevant product costs. This is a feature of our decentralised organisation, where pricing can be adjusted rapidly where necessary. It also reflects the technological differentiation of our products, particularly in Flow Control and Foundry. ### We deliver robust and consistent financial returns #### Achieve a Return on Sales of at least 12.5% Delivered through: – Market share gains – Market growth – Cost savings and operational efficiency Delivered by 2028 £ #### Generate strong and recurring free cash flow of at least £400m Delivered through: – Profitable growth – Our capex-light business model – Reducing working capital Delivered over 2024–2027 £ #### Achieve £30m of annually recurring cost savings in 2026 vs 2023, plus further savings of £15m by 2028 Delivered through: – Operational improvements – Manufacturing optimisation – Streamlining back office operations ![]() Strategic Value alignment Return on Sales £ Free Cash Flow £ Cost Savings Sustainability We seek to outperform our underlying markets by, on average, 2% per annum, using our technology leadership to gain market share and share the value we generate for our customers. 21 Strategic report Governance Financial statements #### Our capital allocation priorities #### Cost optimisation We set a target of delivering an annualised £30m of cost savings by the end of 2026 and a further £15m by 2028. 2025 2024 2026 Target 2028 Target £30m £30m £15m £13m £12–£14m est. £25–27m Cumulative cost savings (£m) Cost savings are split between: – Operational improvements in manufacturing processes, e.g. increased automation – Operational improvements achieved by streamlining administrative functions – Headcount reductions which have been largely actioned in 2024 – Transfer of manufacturing capacity to some growing and established markets to give more flexible operations Our actions in 2025 will be further focused on manufacturing optimisation and automation. #### Returns to shareholders – Progressive dividend policy – Maintenance of a prudent balance sheet – Additional returns: £62.4m returned via share buyback programmes in 2024 #### Inorganic investment – Acquisitions on a highly selective basis – One acquisition for ~£22m agreed in 2024 #### Organic investment – R&D expenditure of ~2% of revenue annually – c.£100m growth capex programme largely concluded by end of 2024 – Capex to revert towards sustaining levels in 2025 1 2 3 ![]() \* Trademark of the Vesuvius Group of companies, unregistered or registered in certain countries, used under licence. Every day we focus on improving the sustainability of our operations and help our customers improve the safety, energy efficiency, yield and reliability of their processes. We are committed to delivering products and services that improve safety, maximise environmental performance, reduce greenhouse gas emissions and contribute to the circular economy. #### Helping our customers reduce their CO 2 #### emissions The World Steel Association estimates that for every tonne of steel produced, almost two tonnes of CO 2 are emitted. We contribute to the fight against climate change by helping our customers reduce their emissions. We do this by improving the casting performance of steel plants, thereby increasing the energy efficiency of their entire process. With around 10% of a steel plant’s emissions resulting from wasted energy caused by interruptions in production, metal wastage and poor output quality, utilising our products to improve the quality and efficiency of their processes can deliver significant benefits. Similar challenges exist in the Foundry industry, where our products help customers to maximise their energy efficiency by improving the ratio of metal melted to finished castings produced. Our customers are embracing the challenge of reducing their CO 2 emissions. In the iron, steel and aluminium industries, many have pledged to reach net zero by 2050. They are investing heavily to transform their manufacturing technologies for the long term, working on a range of initiatives including the direct reduction of iron with carbon-free hydrogen and the replacement of carbon anodes in aluminium smelting. We contribute to their efforts through technology partnerships and developing new products for the next generation of zero-emission aluminium, iron and steel-making processes. We help them to evaluate the CO 2 emissions reduction our products bring to their complete value chain. #### Assisting our customers to improve their environmental efficiency #### Why invest in Vesuvius? ### We have a clear sustainability strategy Basilite Quickstart \* Eliminates the need for energy-intensive flame drying of tundish linings prior to steel production, reducing both energy consumption and CO 2 emissions in the steel-making process. DuraSleeve \* Its enhanced erosion-resistant technology extends casting duration and reduces energy waste by minimising essential production stops. SEMCO \* Fast-drying and colour-change coatings cut drying times compared to traditional water-based coatings, resulting in lower energy consumption for drying, whilst optimising casting productivity. Vesuvius expertise – Materials science – Application engineering – Digital solutions – Mechatronics Providing technology and products to improve – Energy efficiency – Yield of high-quality metal – Process efficiency to reduce stoppages #### We have set four key sustainability priorities Read more about our KPIs on p35 and 36. Vesuvius plc Annual Report and Financial Statements 2024 22 ![]() 1. See Non-Financial and Sustainability Section on p33–62 in this document for details. 2. Pro forma performance calculated as if dolime production had been operating normally in 2023 and 2024. The actual reduction in Scope 1 and 2 CO₂e emission intensity in 2023 was 18.6% and in 2024 was 40.4%. See page 51 for further information. #### Become a zero-accident company #### Improve gender diversity at every level of the Company #### Become a zero-accident company Women now represent 21% of our Senior Leadership Group (2023: 20%). This is a level that we consider is still too low and well below our 2025 target of 25%, but which represents a significant improvement as compared with the level of 15% in 2019. #### Reach net zero CO 2 #### emissions (Scope 1 and 2) Between 2019 and 2024, our overall CO 2 e emission intensity metric (CO 2 e emissions per metric tonne of product packed for shipment, Scope 1 and Scope 2, market-based) reduced by 26.9% on a pro forma basis 2 (2024 actual: -40.4%), versus a target of 20% reduction by 2025. In 2024, we continued to focus on further improvements, modernising and upgrading our installed equipment to reduce energy consumption and investing to renew equipment to the best available technologies. We focused on generating our own clean energy and, where this was not possible, converted to less CO 2 -intensive energy sources. We also reduced our energy wastage, recovering heat to feed processes and heat water. We were pleased to see continued progress with the reduction of our Lost Time Injury Frequency Rate (LTIFR) in 2024, recording a rate of 0.52 per million hours worked, which was lower than 2023. We are determined to continue our journey to zero accidents, and are focusing on two pillars to achieve this: – People development and behaviours, with ongoing training and auditing, regular Safety Days and continued emphasis on our Core Safety Rules – Reviewing equipment and activities, including upgrading equipment, to improve machine guarding and lifting and handling activities; and focusing on process safety In common with many companies operating in heavy-duty and engineering industries, we face challenges in attracting women to join the organisation. As a result we are placing greater emphasis on developing an internal pipeline of female talent. We encourage managers to leverage our decentralised entrepreneurial culture to drive programmes suited to local needs and improved succession planning processes. In 2024, our operations implemented various programmes and initiatives, including a diversity ambassadors and training programme, offering flexible working arrangements and partnerships with universities to support the education of women and girls in STEM. Links to remuneration 5% of the VSP Award is based on increased gender diversity Read more about this on p118. Links to remuneration 5% of VSP Award is based on reduced Lost Time Injury Frequency Rate Read more about this on p118. Reduction in Scope 1 and 2 CO 2 e emission intensity per metric tonne of product packed for shipment versus 2019 2 -20% -26.9% -20.7% 2025 Target 2024 2023 Links to remuneration 10% of the VSP Award is based on reduced CO 2 e emission intensity Read more about this on p118. Senior leaders 21% 79% Female Male 1.54 1.16 1.06 0.60 1.08 0.52 LTI Frequency Rate (LTIFR) per million hours 2020 2019 2021 2022 2023 2024 23 Strategic report Governance Financial statements ![]() #### Despite adverse market conditions, the Steel Division performed well in 2024 #### Steel Division Steel Division 2024 (£m) 2023 (£m) Underlying change Change Flow Control Revenue 769.0 793.0 1.3% (3.0%) Advanced Refractories Revenue 535.6 567.9 (2.6%) (5.7%) Sensors & Probes Revenue 39.2 39.1 7.0% 0.4% Total Steel Revenue 1,343.8 1,400.0 (0.1%) (4.0%) Total Steel Trading Profit 153.0 147.6 9.9% 3.7% Total Steel Return on Sales 11.4% 10.5% +110bps +90bps Our Steel Division reported revenues of £1,343.8m in 2024, flat on an underlying basis (-0.1%) and a decrease of 4.0% on a reported basis, reflecting currency headwinds. The flat performance reflects an increase in revenue of 1.3% in Flow Control offset by a 2.6% reduction in Advanced Refractories. Revenue from Sensors & Probes grew 7% due to market share gains. The impact of the underlying steel market performance was negative given our mix of business, as a result of our strong position in the North American market where steel production declined during the year, which we partially offset by market share gains. Steel Division trading profit grew by 9.9% on an underlying basis to £153.0m. The profit impact from volume declines was greater than usual reflecting some plant under-utilisation in recently expanded sites. The impact of these negative volumes was offset by a combination of modestly positive net pricing and accelerated cost savings, both as part of our Group-wide cost-saving programme, and additional one-off benefits. The rise in trading profit on broadly flat revenue has resulted in the divisional return on sales reaching 11.4%, an increase of 110bps. £1,343.8m Steel Division revenue £153.0m Steel Division trading profit #### Operating review Vesuvius plc Annual Report and Financial Statements 2024 24 ![]() 811 793 769 2024 2023 2022 Strategic report Governance Financial statements #### Flow Control Flow Control Revenue 2024 (£m) 2023 (£m) Underlying change Change Americas 297.8 317.8 (1.1%) (6.3%) Europe, Middle East & Africa (EMEA) 241.3 252.7 (1.2%) (4.5%) Asia-Pacific 230.0 222.4 7.8% 3.4% Total Flow Control Revenue 769.0 793.0 1.3% (3.0%) In 2024, revenue in the Group’s Flow Control business increased by 1.3% on an underlying basis to £769.0m (a decline of 3.0% on a reported basis after FX headwinds). This performance was driven by positive pricing and overall market share gains, partially offset by market- driven volume declines. In the Americas, overall underlying revenue declined 1.1%, made up of a small outperformance of the market in North America (volumes reducing 3% against a market decline of 4%) but with modestly positive pricing, and a slight decline in South America with sales volumes declining moderately while steel production volumes were broadly flat, in part due to a significant destocking effect at our Argentinian customers. Pricing in South America reduced slightly. In EMEA, revenue declined 1.2% compared to 2023. In EEMEA (excluding Iran, Russia and Ukraine) where steel production grew c.4%, we gained market share with volume growth significantly ahead of the market. This was offset by moderate volume declines in the EU+UK, slightly behind a flat market, due to a voluntary reduction of our sales to some customers at risk of insolvency. Pricing over the region was broadly flat. In Asia-Pacific, revenue grew 7.8%, driven by double-digit sales volume growth in India, well ahead of market volume growth and high-single-digit growth in China despite the steel market contracting in this region. Revenue £m £769m Pascal Genest President, Flow Control 25 ![]() 645 568 536 2024 2023 2022 40 39 39 2024 2023 2022 Vesuvius plc Annual Report and Financial Statements 2024 26 #### Operating reviewcontinued Steel Sensors & Probes Revenue 2024 (£m) 2023 (£m) Underlying change Change Americas 28.3 28.2 8.4% 0.2% Europe, Middle East and Africa (EMEA) 10.5 10.2 5.8% 3.2% Asia-Pacific 0.4 0.6 (32.2%) (34.8%) Total Steel Sensors & Probes Revenue 39.2 39.1 7.0% 0.4% Advanced Refractories Revenue 2024 (£m) 2023 (£m) Underlying change Change Americas 188.2 212.1 (7.6%) (11.2%) Europe, Middle East and Africa (EMEA) 167.6 191.5 (10.9%) (12.5%) Asia-Pacific 179.7 164.3 13.9% 9.4% Total Advanced Refractories Revenue 535.6 567.9 (2.6%) (5.7%) Advanced Refractories reported revenue of £535.6m in 2024, a decrease of 2.6%. This was broadly evenly split between pricing declines (partly reflecting input cost decreases) and some volume decline. Sales volume decline was higher than the underlying steel market in both the Americas and the EU+UK region of EMEA, due to market share losses at customers where we had historically given priority to pricing. Market share in these areas has now stabilised. In Asia-Pacific, revenue grew 13.9% driven by very significant double-digit volume increases in India and China, materially ahead of the market, reflecting both demand for our high-quality products and the benefit of new capacity coming on stream in these regions. Revenue in Sensors & Probes was £39.2m in 2024, up 7% year-on-year on an underlying basis. Growth has been driven mainly by robust market demand in South America during the first half of the year, increased sales of new high-value products and by winning new customers in EEMEA. #### Advanced Refractories Revenue £m £536m Revenue £m £39m #### Sensors & Probes Nitin Jain President, Advanced Refractories Luigi Magliocchi President, Sensors & Probes ![]() 551 530 476 2024 2023 2022 Strategic report Governance Financial statements Our Foundry Division experienced a difficult trading environment, with reported revenues of £476.3m in 2024, an underlying decrease of 6.3%, reflecting contracting revenues in EMEA (-12.7%) and the Americas (-7.8%), which we partially offset by growth in Asia-Pacific (+2.7%), including India (+12%) and China (+6%). The underlying fall in revenue was largely due to c.10% market volume declines – partially offset by c.5% revenue growth from market share gains – and modestly negative sales price. The market contraction described was driven by double-digit declines in our markets in EU+UK and North Asia and a high-single-digit market decline in North America. Against this backdrop, India continued its strong and sustained growth trend. Market share gains were largest in EMEA, India and China, with the latter being supported by our new capacity in the region. Foundry markets have stabilised at the level of H2 2024. Trading profit and return on sales contracted 28.9% and 230bps respectively, both on an underlying basis, reflecting the negative impact of significant volume declines, particularly in our traditionally most profitable regions. This was partially offset by accelerated cost savings as part of the Group-wide plan to deliver £30m savings by 2026. Karena Cancilleri President, Foundry Foundry Revenue 2024 (£m) 2023 (£m) Underlying change Change Americas 119.3 136.4 (7.8%) (12.6%) Europe, Middle East and Africa (EMEA) 183.6 215.1 (12.7%) (14.6%) Asia-Pacific 173.4 178.3 2.7% (2.7%) Total Foundry Revenue 476.3 529.8 (6.3%) (10.1%) Total Foundry Trading Profit 35.0 52.8 (28.9%) (33.6%) Total Foundry Return on Sales 7.4% 10.0% -230bps -260bps Revenue £m £476m 27 #### Foundry Division ![]() Vesuvius plc Annual Report and Financial Statements 2024 28 #### Underlying revenue growthReturn on Sales (ROS)Headline EPS Link to principal risks Link to principal risks Link to principal risks Links to remuneration Annual Incentive Plan Read more about this on p110 and 117. 2024 delivery -1.8% 2024 vs 2023 +4% 3-yr CAGR 2024 delivery 10.3% 2024 delivery 43.3p Target +4% CAGR medium-term +2% versus market (Flow Control and Foundry) Target 12.5% by 2028 Progress in 2024 Headline EPS reduced by 7.2%, reflecting an FX retranslation headwind, partially offset by a positive underlying change of 2.1% compared to 2023. This reflects a small fall in earnings offset by a reduction in share count due to the share buybacks undertaken in the year. Rationale for being a financial KPI Headline EPS is the underlying earnings available to shareholders. EPS reflects both the earnings achieved in the year and the number of shares in issue. Definition \* Profit after tax, before separately reported items, attributable to shareholders, divided by the average number of shares in issue over the year. #### Principal risks End-market Failure to secure innovation Business interruption People, culture and performance Health and safety Environmental, Social and Governance Protectionism and globalisation Product quality failure Complex and changing regulatory environment #### Financial KPIs Track record p 43.3 46.7 56.5 2024 2023 2022 Track record % 10.3 10.4 11.1 2024 2023 2022 Track record % -1.8 -3 18 2024 2023 2022 Definition \* Adjusted earnings before interest, tax amortisation and separately reported items, divided by revenue. Definition \* Revenue growth on a constant currency basis, excluding the impact of acquisitions and disposals. Rationale for being a financial KPI Return on sales is a key measure of the quality of the business, reflecting our technologically differentiated and value-adding products. We seek to achieve an ROS of 12.5% by 2028 through a combination of cost savings and revenue growth. Rationale for being a financial KPI A key indicator of organic growth of the Group. We seek to drive organic revenue growth through market share gains with a target of outperforming our underlying markets by at least 2% in Flow Control and Foundry. Progress in 2024 Return on sales reduced by 10 basis points versus the FY23 reported figure, reflecting an increase of 10 basis points on a constant currency basis, offset by currency retranslation. This underlying improvement reflects substantial cost savings achieved, largely offset by the negative impact of declining volumes in the Foundry business. Progress in 2024 Revenue declined 1.8% versus 2023, being broadly flat in our Steel business and reflecting a 6.3% decline in Foundry. In Flow Control and Foundry, we achieved our target of >2% market share gains. £ £ £ £ £ £ 1 2 3 4 6 5 7 \* See Note 35 to the Group Financial Statements on Alternative Performance Measures for detailed definitions. 1 2 3 4 6 5 7 1 2 3 4 6 5 7 1 5 6 7 8 9 2 3 4 ![]() 29 Strategic report Governance Financial statements #### Free Cash Flow (FCF)Trade working capital intensityReturn on Invested Capital (ROIC) Link to principal risks Link to principal risks Link to principal risks £ £ £ £ £ £ Links to remuneration Annual Incentive Plan Read more about this on p110 and 117. Links to remuneration Annual Incentive Plan and Vesuvius Share Plan Read more about this on p110, 117 and 118. 2024 delivery £61m 2024 delivery 22.9% 2024 delivery 8.4% Definition \* Adjusted earnings before interest, tax and separately reported items, plus share of post-tax profit of JVs and associates, all after tax, divided by average invested capital (total assets excluding cash and non-interest-bearing liabilities). Definition \* Cashflow from operating activities and after net capex, dividends received from JVs and dividends paid to non-controlling shareholders. Definition \* Average trade working capital to sales ratio is calculated as the percentage of average trade working capital balances to the total revenue for the previous 12 months, at constant currency. From 2025, management will be incentivised on ROIC excluding the impact of goodwill and intangibles that arose under IFRS3 following the acquisition of Foseco in 2008. Target £400m cumulative 2024–2027 Target 21.0% by end 2026 Track record % 8.4 8.9 10.7 2024 2023 2022 Track record % 22.9 23.4 23.8 2024 2023 2022 Track record £m 61 128 123 2024 2023 2022 Rationale for being a financial KPI Reflects the returns achieved by the business on its capital, where returns consistently above our weighted average cost of capital demonstrate value creation for our stakeholders. Rationale for being a financial KPI Free cash flow represents cash flow available to the Group to either invest in the business (such as by acquisitions), to reduce our capital base (such as through buybacks) or to distribute back to shareholders. We aim to achieve £400m FCF in aggregate between 2024 and 2027. Rationale for being a financial KPI Working capital intensity shows the control of working capital, which is a key variable component in achieving our ROIC target. We aim to achieve working capital intensity of 21% by the end of 2026. Progress in 2024 ROIC of 8.4% represents a decrease compared to 2023, largely reflecting the decline in earnings and also the investment in growth capex over the past year. ROIC excluding goodwill capitalised on the acquisition of Foseco in 2008 would be 13.6%. Progress in 2024 Free cashflow fell to £61m in 2024 compared to £128m in 2023, reflecting the reduced EBITDA due to trading, combined with ongoing investment capex. Progress in 2024 Working capital intensity improved by 50bps to 22.9%, principally reflecting improvements in debtor and creditor management. Strategic Value alignment Return on Sales £ Free Cash Flow £ Cost Savings Sustainability Details of the Group’s Non-Financial KPIs can be found on pages 35 and 36. 1 2 3 4 6 5 7 1 2 3 4 6 5 2 3 4 6 7 ![]() Vesuvius plc Annual Report and Financial Statements 2024 30 #### Financial review #### 2024 performance overview 2024 was a stable year in terms of underlying trading profit and return on sales overall, despite depressed underlying markets in Foundry in particular, and we have continued to generate good free cashflow. This has enabled the Board to recommend an attractive final dividend to our shareholders and commence a second share buyback, while maintaining investment in strategic areas. Revenue for the year decreased by 5.7%, of which 3.9% related to FX headwinds and 1.8% underlying performance. Underlying revenue performance was driven by a decline in volume of 1.6% and a reduction in pricing of 0.2%. On a reported basis, the Steel and Foundry Division revenue decreased by 4.0% and 10.1%, respectively, in the year. We achieved a trading profit of £188.0m, down 6.2% on a reported basis of which 0.2% was underlying performance and 6.0% related to FX headwinds. Within the underlying profit changes, there was a £15.1m decline due to the drop-through from volume declines, and a £2.0m decline from net pricing. In addition, there was a further contribution from our ongoing cost-saving programme of £13m plus a £6.0m benefit relating to lower management incentives based on full-year financial performance, and a net -£2.4m relating to other one-off items. Return on sales of 10.3% was up 10bps on an underlying basis. Basis of preparation All references in this financial review are to headline performance unless stated otherwise. See Note 35.1 to the Group Financial Statements for the definition of headline performance. We also report key metrics on an underlying basis, where we adjust to ensure appropriate comparability between periods, irrespective of currency fluctuations and any business acquisitions and disposals. This is done by: – Restating the previous period’s results at the same foreign exchange (FX) rates used in the current period – Removing the results of disposed businesses in both the current and prior years – Removing the results of acquired businesses in both the current and prior years Therefore, for 2024: – We have retranslated 2023 results at the FX rates used in calculating the 2024 results – No adjustments have been required for acquisitions or disposals Overall, we’ve delivered stable trading profit and return on sales, despite weak end-markets, particularly in Foundry, #### with continued generation of good free cash flow. ![]() 31 Strategic report Governance Financial statements #### Revenue £m 2024 2023 % change Reported Reported Currency Underlying Reported Underlying Steel 1,343.8 1,400.0 (54.7) 1,345.2 (4.0%) (0.1%) Foundry 476.3 529.8 (21.3) 508.5 (10.1%) (6.3%) Total Group 1,820.1 1,929.8 (76.0) 1,853.7 (5.7%) (1.8%) #### Trading profit £m 2024 2023 % change Reported Reported Currency Underlying Reported Underlying Steel 153.0 147.6 (8.4) 139.2 3.7% 9.9% Foundry 35.0 52.8 (3.5) 49.3 (33.6%) (28.9%) Total Group 188.0 200.4 (11.9) 188.4 (6.2%) (0.2%) #### Return on sales 2024 2023 % change Reported Reported Underlying Reported Underlying Steel 11.4% 10.5% 10.3% +90bps +110bps Foundry 7.4% 10.0% 9.7% -260bps -230bps Total Group 10.3% 10.4% 10.2% -10bps +10bps with headline performance of £47.2m (2023: £51.9m), was 27.5% (2023: 27.5%). The Group’s total income tax costs for the period include a credit within separately reported items of £8.9m (2023: £3.1m) which primarily relates to deferred tax on intangible assets and restructuring costs. A tax charge reflected in the Group Statement of Comprehensive Income in the year amounted to £0.8m (2023: £2.0m charge) which primarily relates to tax on net actuarial gains and losses on pensions. We expect the Group’s effective tax rate in 2025 on headline profit before tax and before the share of post-tax profits from joint ventures to be in line with that in 2024, dependent on profit mix and any one-off items. Non-controlling interests principally comprise the minority holdings in Indian subsidiaries for the Steel and Foundry businesses. This increased to £13.1m in 2024 (2023: £12.1m) reflecting the ongoing strong growth in profit in those subsidiaries. Headline EPS from continuing operations at 43.3p was 7.2% lower on an underlying basis than 2023 (46.7p), reflecting both the lower earnings and the higher level of non-controlling interests, partially offset by a reduction in average shares in issue from 269.1m to 260.0m (basic), reflecting both the two share buyback programmes undertaken in 2024, and the purchase of shares into the ESOP. Statutory EPS of 33.5p is 23.8% lower than the prior year (2023: 44.0p) reflecting the factors just described and higher separately reported costs. The net impact of average 2024 exchange rates compared to 2023 averages was a headwind of £11.9m at a trading profit level, in particular, due to the depreciation of the Brazilian Real, the US Dollar and the Indian Rupee versus Sterling. Translated at FX rates on 27 February 2025, 2024 revenue would have been c.£1,799.9m and trading profit would have been c.£185.2m, giving currency headwinds of £20m and £2.8m, respectively. Investment in R&D is central to our strategy of delivering market-leading product technology and services to customers. In 2024, we spent £36.9m on R&D activities (2023: £37.4m), which represents 2.0% of our revenue (2023: 2.0%, on a constant currency basis) and a small increase in expenditure on a constant currency basis. Net Interest cost for 2024 increased to £16.2m (2023: £11.6m), principally related to a reduction in finance income from £16.6m to £10.9m due to a reduction in deposits held in Argentina that were accruing a high interest rate. This reduction in deposits arose following the successful repatriation of surplus cash which would have otherwise devalued relative to sterling. Profit from joint ventures and associates was broadly flat year-on-year at £1.1m (2023: £0.9m). Separately reported items of £34.3m were recognised in 2024 compared to £10.3m in 2023. £10.0m relates to amortisation of acquired intangible assets, which is consistently excluded from our adjusted profit measure (2023: £10.3m). In addition, one-off costs of £14.6m were incurred relating to our cost-saving programme, and in addition a provision for site remediation works was increased by £9.7m, reflecting a reassessment of the duration of the related liability. Due to the one-off nature of both these charges, they are shown as separately reported. Headline profit before tax (PBT) was £172.9m, down 8.9% versus last year (£189.7m) on a reported basis. Including separately reported items, PBT of £138.6m was 22.7% lower than last year. A key measure of tax performance is the headline Effective Tax Rate (ETR), which is calculated on the income tax associated with headline performance, divided by the headline profit before tax and before the Group’s share of post-tax profit of joint ventures. The Group’s headline ETR, based on the income tax costs associated ![]() Vesuvius plc Annual Report and Financial Statements 2024 32 #### Dividend The Board has recommended a final dividend of 16.4 pence per share to be paid, subject to shareholder approval, on 6 June 2025 to shareholders on the register at 25 April 2025. When added to the 2024 interim dividend of 7.1 pence per share paid on 13 September 2024, this represents a full-year dividend of 23.5 pence per share. The last date for receipt of elections from shareholders for the Vesuvius Dividend Reinvestment Plan will be 15 May 2025. #### Cost-saving programme At the start of 2024 we initiated an efficiency programme to realise recurring savings of £30m per annum by 2026, of which £13m has been delivered in 2024, significantly ahead of schedule as we accelerated our savings in response to the difficult trading environment. We expect to deliver further cost savings of £12–14m in 2025. The programme costs are expected to be c.£40m, including capex and operating expense, of which c.£14.6m of operating expense has been incurred in 2024 with a further £7–10m expected in 2025. As set out above, these restructuring costs are excluded from underlying performance, allowing for a clear measure of our operating performance. #### Cash flow and balance sheet Our cash management performance was solid, achieving a 69% cash conversion (2023: 93%), reflecting broadly flat trade working capital and continued investment in strategic capacity expansion. We measure working capital both in terms of actual cash flow movements, and as a percentage of sales revenue. Trade working capital as a percentage of sales in 2024 improved to 22.9% (2023: 23.4%), measured on a 12-month moving average basis. The improvement was principally due to a reduction in debtor days on a 12-month average basis by 1.3 days, an increase in creditor days by 1.9 days and flat inventory days. Free cash flow from continuing operations was £60.8m in 2024 (2023: £128.2m). Capital expenditure Capital expenditure in 2024 was £100.8m in cash outflow (2023: £92.6m) and £116.1m including capitalised leases (2023: £125.3m) of which £92.2m was in the Steel Division (2023: £93.2m) and £23.9m in the Foundry Division (2023: £32.1m). Capital expenditure on revenue- generating customer-installation assets, almost entirely in Steel, was £11.0m (2023: c.£8.4m) and we spent c.£39m in 2024 on growth capex, also principally in Steel. Total cash capex in 2025 is expected to be c.£80 –85m, reflecting a modest level of growth capex which is being concluded in H1 2025. Capital expenditure will then revert to more normalised levels. Net debt Net debt on 31 December 2024 was £329.2m, a £91.7m increase compared to £237.5m on 31 December 2023, due to free cash flow of £60.8m offset principally by dividends of £61.1m, share buybacks of £63.4m and purchases of shares for our ESOP trust of £17.1m. At the end of 2024, the net debt to EBITDA ratio was 1.3x (2023: 0.9x) and EBITDA to interest was 18.4x (2023: 31.5x). These ratios are monitored regularly to ensure that the Group has sufficient financing available to run the business and fund future growth. The Group’s debt facilities have two financial covenants: the ratios of net debt to EBITDA (maximum 3.25x limit) and EBITDA to interest (minimum 4x limit). Certain adjustments are made to the net debt calculations for bank covenant purposes, the most significant of which is to exclude the impact of IFRS 16. The Group had committed borrowing facilities of £669.6m as of 31 December 2024 (2023: £685.8m), of which £202.5m was undrawn (2023: £333.4m). Return on invested capital (ROIC) Our ROIC for 2024 was 8.4% (2023: 8.9%). Excluding goodwill on our balance sheet from the acquisition of Foseco in 2008, ROIC for 2024 would be 14.3%. ROIC is our key measure of return from the Group’s invested capital, calculated as trading profit less amortisation of acquired intangibles plus share of post-tax profit of joint ventures and associates for the previous 12 months after tax, divided by the average (being the average of the opening and closing balance sheet) invested capital (defined as: total assets excluding cash plus non-interest- bearing liabilities), at the average foreign exchange rate for the year. Pensions The Group has a limited number of historical defined benefit plans located mainly in the UK, USA, Germany and Belgium. The main plans in the UK and USA are closed to further benefits accrual. All of the liabilities in the UK were insured following a buy-in agreement with Pension Insurance Corporation plc (‘PIC’) in 2021. This buy-in agreement secured an insurance asset from PIC that matches the remaining pension liabilities of the UK Plan, with the result that the Company no longer bears any investment, longevity, interest rate or inflation risks in respect of the UK Plan. The Group’s net pension liability at 31 December 2024 was £37.4m (2023: £46.3m liability). #### Technical guidance for 2025 Depreciation in 2025 is expected to be in the range £65m–£70m and the net finance charge is expected to be c.£18m–20m. #### Financial risk factors The Group’s approach to risk management, including the mitigations in place for our principal risks, is detailed on pages 72 and 73. We consider the main financial risk faced by the Group to be a material business interruption incident leading to reduced revenue and profit. We also manage broad financial risks such as cost inflation, bank financing and capital market activity and to a lesser extent foreign exchange and interest rate movements (see Note 25 to the Group Financial Statements). We mitigate liquidity risk by financing using both the bank and private placement debt markets and we mitigate refinancing risk by seeking to avoid a concentration of debt maturities in any one calendar year. Mark Collis Chief Financial Officer 5 March 2025 #### Financial reviewcontinued ![]() This section of the Annual Report constitutes the Group’s Non-Financial and Sustainability Information Statement and addresses the requirements of S414CA and S414CB of the Companies Act 2006. Information disclosed in other sections of the Strategic Report is incorporated into this statement by reference: The Statement provides information on the Group’s activities and policies in respect of: Reporting requirement Relevant policies Where to read more Environmental matters – Environmental Policy – Why invest in Vesuvius? – Tackling climate change p22 and 23 p37–54 The Company’s employees – CORE Values – Code of Conduct – Speak Up Policy – Diversity and Equality Policy – Health and Safety Policy – A responsible company – Our people – Corporate Governance Statement p59–62 p55–58 p79–129 Social and community matters – Code of Conduct – A responsible company p59 Respect for human rights – Human Rights and Labour Policy – Statement on the Prevention of Modern Slavery – Sustainable Procurement Policy – A responsible company p60–62 Anti-bribery and corruption matters – Anti-bribery and Corruption Policy – Code of Conduct – A responsible company p59–62 Business model – Our business model – Why invest in Vesuvius? p12 and 13 p14–23 Stakeholders – Our stakeholders and S172 Statement p63–66 Risk management – Risk, viability and going concern – Principal risks and uncertainties p67–71 p72 and 73 Non-financial Key Performance Indicators – Progress on our sustainability targets p35 and 36 #### Non-financial and Sustainability Information Statement This statement also details, where relevant, the due diligence processes implemented by the Company in pursuance of these policies. The scope of this report covers 100% of activities inside Vesuvius’ operational control boundaries, matching the Group’s financial reporting perimeter. Further non-financial and sustainability information can be found in our Sustainability Report online at: www.vesuvius.com 33 Strategic report Governance Financial statements ![]() Vesuvius’ sustainability strategy brings together all our environmental, social and governance initiatives into one coordinated programme. We create innovative solutions that help our customers improve their safety and quality performance, reduce their environmental footprint, become more efficient in their processes and reduce costs. We work in close partnership with the most advanced steel-makers to develop the refractory products for the green steel-making and casting processes of the future. Our Sustainability initiative sets out the Group’s formal objectives and targets for supporting our customers, our employees and our communities, and for protecting our planet for future generations. It is embedded in the Group’s overall strategy and informs how we deliver on our strategic priorities. The Board has identified nine significant non-financial KPIs for the business, covering the Group’s main sustainability objectives. These KPIs were defined when the sustainability strategy was launched in 2020. Most targets associated with the KPIs have a deadline in 2025. We will be setting new KPI targets for 2030. Our planet Our customers Our people Our communities #### Our sustainability strategy and objectives #### Our communities – To support the communities in which we operate, with a focus on promoting and supporting women’s education in scientific fields – To ensure ethical business conduct both internally and with our trading partners – To extend our sustainability commitment to our suppliers and encourage them to progress #### Our planet – To tackle climate change by reducing our CO 2 e emissions and helping our customers reduce theirs with our products and services. We are committed to reaching a net zero (Scope 1 and Scope 2) carbon footprint at the latest by 2050 – To engage in the circular economy by extending the lifetime of our products, reducing our waste, recovering more of our products after they have been used and increasing the usage of recycled materials #### Our people – To ensure the safety of our people and everyone else who accesses our sites. This is our first priority. We take safety very seriously and are constantly striving to improve – To attract talent and offer growth opportunities to all our employees through training and career progression to develop diverse, engaged and high-performing teams #### Our customers – To support our customers’ efforts to improve safety on the shop floor, especially exposure to hot metal – To help customers improve their operational performance and thereby reduce their environmental footprint, and especially their CO 2 emissions Vesuvius plc Annual Report and Financial Statements 2024 34 ![]() #### Progress on our sustainability targets The Group’s non-financial KPIs cover the Group’s main sustainability objectives. We have set stretching targets for the Group’s sustainability KPIs to reach within set time frames. These are set out in the table below. #### Safety #### Wastewater #### Energy intensity #### Solid waste CO 2 #### e emission intensity #### Recycled material Link to remuneration Vesuvius Share Plan Read more about this on p110, 117 and 118. Link to remuneration Annual Incentive Plan and Vesuvius Share Plan Read more about this on p110, 117 and 118. Measure Lost Time Injury Frequency Rate. Measure By 2025, reduce wastewater per metric tonne of product packed for shipment (vs 2019). Measure By 2025, reduce energy intensity per metric tonne of product packed for shipment (vs 2019). Measure By 2025, reduce solid waste (hazardous and sent to landfill) per metric tonne of product packed for shipment (vs 2019). Measure By 2025, reduce Scope 1 and Scope 2 CO 2 e emission intensity per metric tonne of product packed for shipment (vs 2019). Measure By 2025, increase the proportion of recycled materials from external sources used in production. Progress % -28.0% 2024 -25% Target Progress % -10.1% 2024 -10% Target Progress 0.52 2024 <1 Target Progress % -21.7% 2024 -25% Target Progress % -26.9% 2024 -20% Target Progress % 6.0% 2024 7% Target £ £ £ £ £ £ £ £ £ £ 35 Strategic report Governance Financial statements Progress in 2024 0.52 2024 was our best safety year ever, but we recognise the fragility of our performance. Much progress is still needed to stabilise our performance and continue our journey towards zero accidents. Progress in 2024 1,2,3 -28.0% Progress in 2024 was significant, as a capital expenditure project delivering major benefits for the site with the highest level of wastewater was completed early in the year. Progress in 2024 1,2,3 -10.1% The Group’s performance continued to improve in 2024 despite the low loading of certain continuous ovens. We targeted capital expenditure on equipment upgrades and focused on further continuous improvement through refurbishments and process parameter optimisation. Progress in 2024 1,2,3 -21.7% Many sites made good progress in reducing solid waste in 2024, through a combination of reduced waste generation and implementation of recycling solutions. Progress in 2024 1,2,3 -26.9% In 2024, we continued the conversion of our plants to carbon-free electricity contracts. We also celebrated our first carbon-free major manufacturing site with kilns fuelled by biomethane. Progress in 2024 1,2,3 6.0% In 2024, we continued to seek opportunities to replace virgin materials with recycled materials, but we remain constrained by availability, cost and the variability of properties that might affect the performance of our products. ![]() 1. Re-baselined using pre-acquisition data for the business acquired from Universal Refractories, Inc. (Vesuvius Penn Corporation), and BMC (Yingkou YingWei Magnesium Co., Ltd). 2. Pro forma: performance as if the dolime process had been operating normally in 2024 (based on average production levels for 2019–2022). See page 51 for further information. 3. Actual Group performance for 2024, with actual dolime production: Energy intensity -14.0%, CO 2 e emission intensity -40.4%, Wastewater -24.6%, Solid waste -18.0%, Recycled material 6.5%. 4. Further information on sources of data, scope of entities covered, calculation methodologies and progress can be found in the 2024 Sustainability Report which is available at: www.vesuvius.com. Details of the Group’s Financial KPIs can be found on pages 28 and 29. #### Gender diversityCompliance trainingSupply chain Link to remuneration Annual Incentive Plan and Vesuvius Share Plan Read more about this on p110, 117 and 118. Measure By 2025, increase female representation in the Senior Leadership Group (approx. 150 top managers). Measure Increase the percentage of targeted staff who complete anti-bribery and corruption training annually. Measure By the end of 2025, conduct sustainability assessments of our raw materials suppliers (as a percentage of Group raw material spend). Progress % 21% 2024 25% Target Progress % 100% 2024 90% Target Progress % 58% 2024 60% Target Strategic Value alignment Return on Sales £ Free Cash Flow £ Cost Savings Sustainability Vesuvius plc Annual Report and Financial Statements 2024 36 Progress in 2024 21% We remain far from our ambition to reach 25% by the end of 2025. We see this as a challenging target given the relatively low attractiveness of our industry to female entrants. Progress in 2024 100% All targeted employees successfully completed the training in 2024 . Progress in 2024 58% Most of our large suppliers have now joined our Supplier Sustainability Assessment programme. Future progress will be slower as we address the large number of smaller suppliers. ![]() #### Tackling climate change #### We are committed to reducing our environmental footprint by reaching net zero greenhouse gas #### emissions (Scope 1 and Scope 2) by 2050 at the latest and helping our customers reduce their emissions #### through improvements in the efficiency of their operations. Vesuvius supports the Paris Agreement’s central aim, to strengthen the global response to the threat of climate change by keeping a global temperature rise this century well below 2°C above pre-industrial levels, and pursuing efforts to limit the temperature increase even further to 1.5°C, via the implementation of its Roadmap to Net Zero. As the world transitions to a low-carbon global economy, Vesuvius supports the call for policymakers to: – Build a level global playing field, including carbon border adjustment mechanisms, and robust and predictable carbon pricing for companies. This will strengthen incentives to invest in sustainable technologies and to change behaviours – Develop the necessary energy production and distribution infrastructure to provide access to abundant and affordable clean energy #### Reducing our impact Vesuvius actively participates in measures to tackle climate change by working to reduce the CO 2 e emissions of all of our operations and the quantity of raw materials used, alongside helping our customers to reduce their own CO 2 footprint through the use of our products and services. Vesuvius also embraces society’s expectations for greater transparency around environmental reporting. #### Supporting our customers According to estimates from the World Steel Association (WSA), the steel industry generates between 7% and 9% of global direct emissions from the use of fossil fuels, and it estimates that on average 1.91 metric tonnes of CO 2 are emitted for every tonne of steel produced. The iron and steel industries are taking action to address the decarbonisation challenge, and we are supporting them, working in partnership with them to develop more sustainable solutions. With around 10kg of refractory material required per tonne of steel produced, the careful selection and use of energy-saving refractories can beneficially impact the net emission of CO 2 in the steel manufacturing process. In the foundry process, the amount of metal melted versus the amount sold as finished castings is the critical factor impacting a foundry’s environmental efficiency. Vesuvius continuously works with its customers to increase this metal yield. The actions being taken by governments and societies around the world to mitigate climate change, and the changes in temperature and weather patterns resulting from it, present both opportunities and risks to Vesuvius. In its broadest context, we believe that the need for climate change initiatives will create ever greater opportunities for the Group to support our customers – to improve their efficiency and reduce their environmental impact. #### Vesuvius’ Environmental Policy We commit to: – Minimise direct and indirect CO 2 and other greenhouse gas emissions, by reducing the energy intensity of our business and using cleaner energy sources – Minimise the consumption of water and other resources – Reduce waste at source and during production – Increase the usage of recycled materials and promote the development of the circular economy – Minimise any pollution or releases of substances which could adversely affect humans or the environment – Avoid negative impacts on biodiversity See the full policy on www.vesuvius.com for further details. #### External reporting & recognition We are signatories to the UN Global Compact and report annually on our sustainability activities, commitments and progress. We are very proud of our progress to date, as exemplified by the external recognition of the following rating agencies: AA B 37 Strategic report Governance Financial statements ![]() #### Tackling climate changecontinued Topic Disclosure summary Vesuvius disclosure Governance Disclose the organisation’s governance around climate-related risks and opportunities. Describe the Board’s oversight of climate-related risks and opportunities. Tackling climate change Risk, viability and going concern Directors’ Remuneration Report p39 and 40 p67–69 p103–129 Describe management’s role in assessing and managing climate-related risks and opportunities. Tackling climate change Risk, viability and going concern p39 and 40 p67–69 Strategy Disclose the actual and potential impacts of climate- related risks and opportunities on the organisation’s businesses, strategy, and financial planning where such information is material. Describe the climate-related risks and opportunities the organisation has identified over the short, medium and long term. Tackling climate change p42–44 Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy and financial planning. Tackling climate change At a glance Our business model Why invest in Vesuvius? p37–54 p2 and 3 p12 and 13 p22 Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario. Tackling climate change p45–47 Risk management Disclose how the organisation identifies, assesses and manages climate-related risks. Describe the organisation’s processes for identifying and assessing climate-related risks. Tackling climate change Risk, viability and going concern p39–44 p67–69 Describe the organisation’s processes for managing climate-related risks. Tackling climate change Risk, viability and going concern p37–54 p67–73 Describe how processes for identifying, assessing and managing climate-related risks are integrated into the organisation’s overall risk management. Tackling climate change Risk, viability and going concern p37–54 p67–73 Metrics and targets Disclose the metrics and targets used to assess and manage relevant climate- related risks and opportunities where such information is material. Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk management process. Tackling climate change p35, 36 and 42 Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 GHG emissions, and the related risks. Tackling climate change p51–54 Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets. Tackling climate change p35, 36, 48–54 #### Task Force on Climate-related #### Financial Disclosures #### (TCFD) Report The disclosures included in this Annual Report are consistent with the Task Force on Climate-related Financial Disclosures (TCFD) Recommendations and Recommended Disclosures, and have been prepared taking into account the Guidance for all sectors. The disclosure is also in accordance with FCA Listing Rule requirements. This section provides the relevant disclosures or otherwise provides cross-references in the table below, for where the disclosures are located elsewhere in the Annual Report. In preparing this TCFD disclosure we considered recent developments in global affairs and macro trends, such as: – Uncertainties regarding the projected growth of the electric vehicle market (and consequently the peak and decline of the hybrid vehicle market) – The energy crisis and price gaps that exist between regions, and at the same time, the rapid reduction of the cost per installed kWh of renewable energy and associated massive investments plans – The development and implementation of policies in all regions aimed at accelerating the transition to renewable sources of energy and the decarbonisation of industry We concluded that the underlying assumptions and drivers of our scenario analysis, and the risks and opportunities that we have identified, do not require any significant modification this year. We are aware of a growing acceptance that the 1.5°C global warming ambition will not be met, which supports the assumption in our scenario plans that the most optimistic scenario is a 2°C increase in global warming. Vesuvius plc Annual Report and Financial Statements 2024 38 ![]() #### Governance structure Board oversight Vesuvius has a governance structure in place to ensure that all climate-related risks and opportunities are appropriately managed. The Board holds overall accountability for this, with the Chief Executive ultimately responsible for planning the Group’s objectives to manage climate-related risks and opportunities, and delivering on this strategy. #### Chief Executive Is ultimately responsible for the delivery of the Sustainability initiative, including planning the Group’s climate-related objectives and delivering on the strategy #### Our sustainability governance #### Board – Holds accountability and oversight for the management of all climate-related risks and opportunities and the impact on the Group – Oversight of Group’s response to climate change is integrated into its monitoring of Group’s broader strategy and initiatives, and is factored into its key decisions such as significant capital and other investments – Formally discusses the Group’s Sustainability initiative at least twice per year and sets the Group’s climate change related priorities and targets, reviewing the Group’s performance and progress against them Audit Committee – Supports the Board in ensuring climate-related issues are integrated into the Group’s risk management process – Reviews the Group’s TCFD reporting and assessment of performance against targets Remuneration Committee – Supports the sustainability objectives through the alignment of the Group’s remuneration strategy – Executive Directors and other GEC members participate in the Vesuvius Share Plan where the vesting of 10% of each award is based on reduction of the Group’s Scope 1 and 2 CO 2 e emission intensity #### Group Executive Committee Chief Executive, Chief Financial Officer, General Counsel and Company Secretary, Chief HR Officer, Business Unit (BU) Presidents – Approves Group sustainability-related policies, and monitors the Group’s management of climate change risks and opportunities – Receives reports from the VP Sustainability on the Group’s progress with sustainability initiatives – Is responsible for the progress of the Group against its sustainability objectives, including those in relation to climate change BU Presidents – Incorporate climate change risks and opportunities into their BU strategy and business planning processes. – Communicate targets inside their organisations – Allocate resources, define and implement plans to manage climate-related risks and opportunities – All BU Presidents and VPs have part of their annual incentive tied to performance against CO 2 e emission intensity reduction #### Sustainability Council Group Executive Committee, Vice President Sustainability, Head of Communication and Employee Engagement, Head of Investor Relations, Head of Strategy, Vice Presidents Operations, three regional Business Unit VPs – Meets quarterly to oversee the Group’s sustainability activities – Monitors the Group’s progress against sustainability metrics and targets, including climate-related objectives – Assists the Board in assessing the implications of long-term climate-related risks and opportunities, elaborating strategy and setting priorities – The Council reports to the Board twice per year VP Sustainability – Leads the Group’s sustainability activities and coordinates the work of the Sustainability Council – Prepares the Group’s assessment of climate change risks and opportunities and oversees the formulation of climate-related scenarios – Ensures the Group has a clear set of sustainability KPIs and produces quarterly performance reports – Organises Group-wide communications covering climate-related risks and opportunities – Leads external reporting and disclosures on sustainability matters 39 Strategic report Governance Financial statements ![]() #### Climate-related risks Each year the Group undertakes a robust assessment of the principal and emerging risks which could have a material impact on the Group. As part of this process, climate-related risks are reviewed by the GEC, and subsequently by the Board, to ensure that the risk register reflects any material changes in the operating environment and business strategy, and to ensure that the management of climate- related risks is integrated into our overall principal risk management framework. The Board takes these climate-related risks and opportunities into account when quantifying the organisation’s risk appetite. A number of sustainability risks are recorded in the Group’s analysis of principal risks (see the Risk, viability and going concern section on pages 67–73). Alongside this process for reviewing the Group’s material risks, the Board has undertaken a more detailed assessment of the Group’s specific climate-related risks and opportunities, including the Group’s physical and transition risks, and the anticipated impact of these risks and opportunities on the Group over the short, medium and long term. It also considers, each year, the formulation of the three different climate-related scenarios constructed to assess the potential financial implications of climate change and assesses the impact of these climate-related risks and opportunities on the Group’s strategy. #### Physical risks and business continuity Thanks to significant restructuring carried out over the past seven years, Vesuvius now operates in a resilient and optimised global footprint. None of our manufacturing sites contribute directly or indirectly to more than 10% of our revenue and a significant amount of redundancy for most product lines remains, providing backup in case of local disruption and ensuring continuity of supply for our customers. Vesuvius operates in 54 manufacturing sites and six R&D centres of excellence located in 23 countries. From time to time our operations can be subject to physical damage driven by weather events, such as severe storms and flooding, water shortages or wildfires, whose frequency and intensity may be exacerbated by climate change. Such events may also impact the manufacturing capabilities of our customers and suppliers, and impact our supply chain logistics. Sites are routinely audited by our insurers and our external risk specialist. Their reports are combined with water stress analyses (based on the Aqueduct water risk atlas) and our history of events to create a physical and weather event risks map, indicating our manufacturing and R&D sites’ susceptibility to physical risks arising from climate change. In 2024, we continued updating our risk map based on professional risk engineering surveys. 32 sites were identified as being high-risk for at least one type of weather event (flooding, hailstorm, lightning, storms, tornadoes and wildfires), and four are located in areas of very high water stress (and 16 in areas of high water stress). None of our sites were markedly affected by any major weather event in 2024 (no disruption to customers and no insurance claims made). We anticipate that the likelihood and severity of adverse weather events will continue to increase, and we therefore manage our business to prepare for them and mitigate their impact when they do occur. Local and product line business continuity plans are maintained by our manufacturing sites and are regularly reviewed. Vesuvius sites maintain and exercise emergency plans to deal with such events as part of their normal risk management and business continuity processes. Exercises and drills are organised covering IT disaster recovery, fire, explosion, weather and geophysical events, and our processes are improved based on the lessons learned. #### Tackling climate changecontinued Vesuvius plc Annual Report and Financial Statements 2024 40 ![]() #### Sites with the highest exposure to earthquake, water stress or weather events Country Site Water stress (high and very high) Flood – water bodies Flood – precipitation Hailstorm Lightning Wind – tropical storms Wind – extra tropical storms Tornado Wildfire Earthquake Australia Port Kembla Belgium Ostend Brazil Piedade Resende Rio de Janeiro São Paulo China Anshan Bayuquan Changshu Suzhou Weiting Wuhan Yingkou BRC Czech Republic Trinec India Kolkata Mehsana Puducherry Pune Vizag Indonesia Jakarta Timur Italy Muggio Japan Toyokawa Malaysia Pelubhan Klang Mexico Monterrey Ramos Arizpe Netherlands Hengelo Poland Skawina South Africa Johannesburg Olifantsfontein Taiwan Ping Tung Türkiye Gebze Istanbul UAE Ras Al Khaimah UK Tamworth USA Champaign Charleston Chicago Heights Conneaut Coraopolis Graham Wampum Wurtland Highest exposure to weather events and earthquakes based on risk evaluations conducted as part of our insurance programme; water stress based on Aqueduct water risk atlas. 41 Strategic report Governance Financial statements ![]() #### Climate-related risks and opportunities analysis The fight against climate change continues to require higher-technology steel and larger, more complex castings. Wind and solar energy production capacity are both considerably more steel-intensive than fossil fuel power stations, and these are both set to grow considerably. Allied to this, the steel-making process is itself decarbonising thanks to efforts to improve the performance of existing assets, and the shift from blast furnaces to direct reduced iron and electric arc furnaces. Our products are useful for low-carbon applications as well as the more traditional ones. No alternative to iron and steel, with the ability to offer the same range of properties and applications at comparable scales and costs, is envisaged in the foreseeable future. The technology transition required to decarbonise the iron and steel industry will not render our products obsolete. More than 70% of our revenue in steel is generated at the ladle and caster stages of the steel-making process, which will be unaffected by the changes. Other steps of the iron and steel-making process will continue to require refractory materials. Transition risks We believe that the main climate change transition risks facing the Group relate to: 1 The potential for carbon taxing or emissions rights trading schemes to be introduced or increased, in Europe and the US, but not uniformly in other regions, without effective border adjustment mechanisms to accompany them. An increase in the cost of carbon emissions would affect our manufacturing costs. We are addressing this through our energy efficiency improvement initiatives and conversion to non-fossil fuels wherever possible. Long-lasting energy price increases and significant differences between Europe and other regions would further exacerbate this risk, affecting our customers’ manufacturing footprint and our own. 2 The rapid transition from iron to aluminium for light vehicle castings. A very rapid transition from iron to aluminium for light vehicle castings would affect our revenue in the iron castings market. We expect this to be compensated for by increased sales for aluminium castings, growing sales of products for thin-section automotive component iron castings and turbo-charger castings for hybrid vehicles. #### Climate change related metrics We routinely monitor a large number of metrics, both internal and external, to assess the ongoing validity of our assumptions and identified risks and opportunities, and to monitor the progress of actions. Some of the main metrics are listed in the table below: External metrics – Projected compound annual growth rate (CAGR) of the high-technology steel segment +2.7% between 2022 and 2032 (vs 0.5% for commodity steel) – Projected CAGR of the wind turbine market 13% (between 2023 and 2030) – Projected CAGR of the electric vehicle market 18.5% (between 2024 and 2031) – Projected CAGR of the hybrid vehicle market 7% (between 2024 and 2031) – Projected CAGR of the internal combustion engine vehicle market -11% (between 2024 and 2031) – Projected CAGR of the EAF market 4% (between 2023 and 2029) Internal metrics – Steel sales into the EAF market 27% in 2024 – Percentage of Flow Control sales from high-technology steel 58% in 2024 – Percentage of Foundry sales into non-ferrous markets 19% in 2024 – Percentage of sales realised with products which did not exist five years ago 19% in 2024 – Energy intensity (kWh per kg product packed for shipment) 10.1% reduction (pro forma ¹ ) in 2024 vs 2019 baseline – R&D spend +5% p.a. from 2020 to 2024 – Number of sites at high risk of water stress or at least one type of weather event 36 in 2024 – Number of sites with negative or poor risk ratings from the insurance loss prevention risk evaluation 6 in 2024 1. Pro forma: performance as if the dolime process had been operating normally in 2024 (based on average production levels for 2019–2022). See page 51 for further information. #### Tackling climate changecontinued Vesuvius plc Annual Report and Financial Statements 2024 42 ![]() #### Climate-related risks and opportunities analysis The choice of short-, medium-, and long-term horizons for the analysis of key climate-related impacts, risks and opportunities is driven by projected customer footprint evolutions and investment cycles, the speed of deployment of emerging technologies, the duration of product development cycles, policy and regulatory evolutions, and capital equipment lifetime (often two decades or more). Short term (2026) The short term is defined as one to two years. It is aligned with our strategic plans. Within this time frame, regulatory and policy changes will have very limited impact on the Group’s climate-related risks and opportunities. This is also the typical timeframe required for major capital expenditure decision-making and implementation. #### Impact categories (trading profit) Medium term (2035) This is the most likely horizon for policies and regulatory frameworks (such as the EU Emissions Trading System and Carbon Border Adjustment Mechanism) currently being defined in many regions to reach their full effect. The effects of technological innovation currently in the later development stages will become effective and their deployment will begin during this period. We anticipate that the major adjustments to customers’ footprints and technology investments will be in full swing by then. Long term (2050) This deadline has been retained by the UN and many policy-making bodies to set decarbonisation goals. We are committed to reaching net zero (Scope 1 and 2) by 2050 at the latest. The opportunities we have identified are integrated into the Group’s business strategy and are being pursued by the relevant Business Units. #### Opportunities Opportunity Description Impact Potential annual impact on trading profit in the short, medium and long term Short term 2026 Medium term 2035 Long term 2050 Products and services Ability to diversify business activities Commercialise refractory solutions for low-CO 2 emitting processes in the production of aluminium to replace carbon-based products Increased revenue and trading profit Insignificant Minor Minor to high Commercialise refractory solutions for hydrogen-based Direct Reduced Iron production and steel to replace traditional refractory products Insignificant Insignificant to minor Insignificant to high Markets Access to new markets Accelerated growth of the wind power market leading to increased sales to foundries serving this market Increased revenue and trading profit Minor Minor Minor to high Accelerated growth of the aluminium castings market for light electric vehicles and light-weighting leading to increased sales to foundries serving this market Minor Minor Minor to high Accelerated growth of ferrous castings for hybrid vehicles (turbo-chargers) and thin-section castings for internal combustion engines leading to increased sales to foundries serving this market Insignificant to minor Insignificant to minor Insignificant Accelerated growth of the high-technology steel segment Insignificant to minor Minor to high Moderate to very high Very high (>£25m) Major (£15–25m) High (£10–15m) Moderate (£5–10m) Minor (£1–5m) Insignificant (£0–1m) 43 Strategic report Governance Financial statements ![]() #### Tackling climate changecontinued #### Impact categories (trading profit) We have assessed our risks and sorted them according to the following classification, which used the same thresholds as for the assessment of principal risks: Very high (>£25m) Major (£15–25m) High (£10–15m) Moderate (£5–10m) Minor (£1–5m) Insignificant (£0–1m) Risks Description Impact Mitigating actions being undertaken Potential annual impact on trading profit in the short, medium and long term Short term 2026 Medium term 2035 Long term 2050 Physical risks Increased frequency and severity of extreme weather events (heatwaves, rain and river flooding, cyclones, snow etc.) Physical damage to Vesuvius locations and people Business disruption due to natural disasters Increased cost due to physical damage Reduced revenue from business interruption Mitigating actions for severe weather events and the associated risks are included in the business continuity plans of plants, and insurance is purchased Minor Minor Minor Transition risks – Policy and legal Carbon taxing/ emissions rights trading/border adjustment mechanisms introduced or extended Increase in manufacturing costs Increased operating costs (main risk in Europe) Capex to improve energy efficiency and conversion to non-fossil fuels to eliminate CO 2 emissions. Relocation of manufacturing to reflect movements in customer base Insignificant Insignificant to minor Insignificant to moderate Transition risks – Market Rapid growth of aluminium casting processes for light vehicle castings at the expense of traditional ferrous and other non-ferrous processes (due to conversion to electric vehicles) Shift from castings using a high level of consumables to low consumable processes creates risk of revenue loss for the Foundry Division Reduced revenue from shrinking market as some traditional castings will disappear or be converted to alternative processes In ferrous, push to develop sales of Feedex and coatings for thin- section automotive components, and products for turbo- charger casting. Invest in R&D, marketing and sales force. In non-ferrous, develop products for HPDC and LPDC processes and increase penetration in markets with lower usage of refractories Minor Moderate to high Moderate to high Transition from internal combustion engines to electric vehicles will lead to the decline of sand and gravity castings Reduced volume of aluminium power train components Reduced revenue from shrinking market of consumables for sand and gravity castings Adapt product portfolio, focusing on HPDC and LPDC Insignificant to minor Minor to moderate Minor to moderate Transition from Blast Furnaces – Basic Oxygen Furnaces converted to Direct Reduced Iron production or Electric Arc Furnaces (EAF) for iron and steel-making Share of EAF in total steel production increases Reduced size of market where Vesuvius is strongest, leading to weaker positions in the steel market Adjust R&D and product development priorities. Redeploy sales force, focusing on EAF market Insignificant Minor Minor to moderate #### Risks Vesuvius plc Annual Report and Financial Statements 2024 44 ![]() 4°C warming scenario ‘Good intentions hampered by fear of economic war’ Incomplete policy and fiscal packages distort competition, slowing down technology development and leading to geographic shifts in steel supply 3°C warming scenario ‘Closed doors’ Regional/national self-interest drives economic policy, competition wins over cooperation, regulatory framework and technologies evolve differently 2°C warming scenario ‘Global accord’ High cooperation and commitment to limit emissions facilitates technology development and the transition to a low-carbon world #### Three long-term scenarios #### Climate change scenario analysis Vesuvius has undertaken scenario analysis to seek to quantify the likely impact of climate change on the business and to test the resilience of the Group’s strategy to the changes that lie ahead. We considered three scenarios, modelling the potential financial impact of 2°C, 3°C and 4°C temperature increases on our business. Best case scenario In formulating our scenarios, we took as our ‘best case’ a 2°C scenario. This was based on the premise that despite the tremendous acceleration of public awareness, regulation, technology development and capital allocation in recent years, we doubt that there is sufficient time for the 1.5°C target to be achieved. We therefore identified our most optimistic scenario as 2°C. Our assumption is that any further acceleration which would allow the planet to get back onto a 1.5°C course would reinforce the main characteristics and accelerate the timeline of our 2°C scenario, without fundamentally changing its features. From assumptions to strategy The scenarios take as their starting point the regulatory and macroeconomic assumptions underpinned by the International Energy Agency’s WEO 2020 Stated Policies Scenario and Sustainable Development Scenario. Supplementing this we have identified, for each scenario, the areas of our business in which changes may occur, such as: – The evolution of end-markets – Our customer footprint – The pace and breadth of technology transition in iron and steel-making – The pace of conversion from fossil fuels to clean electricity and hydrogen – The evolution of the aluminium market We then evaluated the potential magnitude of the risks and opportunities in each scenario, and analysed the implications for Vesuvius. We considered our strategic response in terms of: – Our manufacturing and commercial footprint – Our portfolio of products and services – The conversion of our manufacturing processes to clean energy – The prospects for our aluminium casting business With this approach, the impacts on all key areas of the business were covered (sales, R&D, manufacturing and procurement). The outcomes of the scenario analyses have been taken into account in formulating plans for achieving the Group’s strategy. 45 Strategic report Governance Financial statements ![]() #### Tackling climate changecontinued 4°C warming scenario – ‘Good intentions hampered by fear of economic war’ 3°C warming scenario – ‘Closed doors’ 2°C warming scenario – ‘Global accord’ 1 Regulatory and macroeconomic environment The EU and US implement carbon pricing mechanisms (taxation or cap on trade), but no Carbon Border Adjustment Mechanisms or Tariffs (or insufficient to prevent the transfer of manufacturing away from these regions) The EU and US implement carbon pricing mechanisms (taxation or cap on trade), and Carbon Border Adjustment Mechanisms or Tariffs to protect their industries from delocalisation All major economies implement carbon pricing mechanisms. The cost of CO 2 increases in all regions at a comparable pace 2 Conversion of power generation from fossil fuels to clean electricity and hydrogen – Fast growth in Europe of non-CO 2 emitting electricity sources (nuclear and renewable) – The cost of fossil fuels increases significantly in Europe – Energy prices differ greatly between Europe and the rest of the world over a long period of time – Coal reduces progressively, but does not disappear. Natural gas continues to grow outside Europe – Hydrogen does not become available on a wide scale and economically competitive until well after 2040 – Fast growth of non-CO 2 emitting energy sources (nuclear and renewable) in Europe – The cost of fossil fuels increases significantly in Europe. Coal reduces progressively, but does not disappear, natural gas continues to grow outside Europe – Energy prices in Europe and the rest of the world realign progressively – Hydrogen becomes available on a wide scale in the USA and Europe, and economically competitive between 2030 and 2040 – Fast growth of non-CO 2 emitting energy sources (nuclear and renewable) in all regions – The cost of fossil fuels increases significantly (taxation). Coal as a source of energy disappears, natural gas starts to reduce – Energy prices in Europe and the rest of the world realign progressively – Hydrogen becomes available on a wide scale and economically competitive between 2030 and 2040 – Fast electrification of the automotive industry – Fast growth of hydrogen-fuelled heavy vehicles 3 Technology transition – iron and steel-making – The transition in blast furnaces to clean processes (e.g. Direct Reduction Iron (DRI), hydrogen, Carbon Capture and Storage (CCS), Carbon Capture, Utilisation and Storage (CCUS)) does not happen on a large scale – US steel producers convert blast furnaces to DRI and Electric Arc Furnaces (EAF) to benefit from the low cost and high availability of natural gas – European iron-making transitions to clean processes (e.g. hydrogen, DRI, CCS, CCUS). The speed of the transition is dictated by the availability of green hydrogen in large quantities – Some US blast furnaces are converted to hydrogen, others to DRI and EAF – Chinese steel plants convert to clean iron and steel-making processes, albeit at a slower pace – Little or no transition outside China, the EU and the USA – Fast transition of iron-making to clean processes in all regions; blast furnaces are revamped ahead of their normal schedule – European and Chinese integrated steel-making grows primarily in hydrogen-based iron production, implementing CCS and CCUS technologies as well – DRI and EAF grow in the US (benefiting from the availability of low-cost shale gas), and Europe – Customers also invest to increase the performance of furnaces, including downstream of casting 4 High-technology steel market High-technology steel market grows at 0.9% per year High-technology steel market grows at 1.2% per year (light-weighting and material efficiency efforts by downstream industries accelerate shift from lower to higher performance grades) High-technology steel market grows at 1.6% per year (light- weighting and material efficiency efforts by downstream industries accelerate shift from lower to higher performance grades) 5 Aluminium market Aluminium market grows at 3% per year, especially High Pressure Die Casting (HPDC) and Low Pressure Die Casting (LPDC) processes Aluminium market grows at 5% per year (driven by the demand for transportation, construction and packaging) until 2030. Growth of HPDC/LPDC at a higher pace in the US and EU markets. Moderate development of secondary aluminium casting Aluminium market grows at 7% per year (driven by the demand for transportation, construction and packaging) until 2025. Growth of HPDC/LPDC at a higher pace in the US and EU markets. Rapid development of secondary aluminium casting Potential financial impact in 2035 (profit before tax) -£5m to £0m£0m to £5m£5m to £10m Vesuvius plc Annual Report and Financial Statements 2024 46 ![]() Firstly, effective border adjustment mechanisms to accompany carbon taxation, or cap and trade systems in regions with ambitious emissions reduction objectives, will greatly support the implementation of technologies required to decarbonise steel-making (including the development of hydrogen as the reducing agent). Conversely, the absence or ineffective implementation of border adjustments would lead to significant delocalisation of the steel industry and a displacement of CO 2 emissions to other countries rather than a significant reduction on a worldwide scale. The energy crisis which started in late 2021 and was particularly acute in Europe has resulted in additional costs and loss of competitiveness for the European steel industry. In the short term, this was addressed by the temporary stoppage of steel plants. If the energy cost gap with other regions continues, this could result in the permanent closure of steel plants and delocalisation of production to other regions. This shift in our customer footprint would lead to the need to adapt our own manufacturing footprint. Secondly, public policy and investment financing will significantly affect the relative cost and availability of non-CO 2 emitting energy sources versus fossil fuels and their associated infrastructures. These will greatly influence the pace of deployment of selected technologies and industries (electric vehicles, carbon-free hydrogen and decarbonised steel-making). Infrastructure, construction and other downstream markets will also be incentivised to reduce steel consumption, accelerating the shift towards high-technology steel. Investment incentives and rising energy costs, as experienced since the end of 2021, will positively affect the growth rate of investment in renewable energies and penetration of electric vehicles in the automotive markets. Finally, the level of international cooperation to encourage and support less developed economies to engage in the technology transition will also affect our customer manufacturing footprint. Regulatory and macroeconomic drivers may affect our climate change scenarios in the short, medium and long term. All three scenarios assume that the strong connection between world GDP and world steel output will continue, supported by urbanisation and rising living standards, as there is no significant substitute for steel. The fight against climate change is expected to have a far-reaching impact on many different industries translating into the accelerated growth of the high-technology steel segment in which Vesuvius has a key presence. For example, solar and wind power plants, where investment is growing fast, are far more steel-intensive per kWh of installed capacity than their fossil fuel equivalents. Likewise, hydrogen transportation, another area of rapid growth, also requires considerable amounts of special grades of steel for new pipelines and ships. With evolutions occurring over many years, this driver will have a stronger impact over the medium and long term than the short term. Our scenarios consider the pace and extent of the technology transition in iron and steel-making. The Blast Furnace – Basic Oxygen Furnace (BF–BOF) route for steel-making is significantly more CO 2 intensive than the Electric Arc Furnace (EAF) route. However, EAFs cannot always be used to produce all higher-quality steel grades and they rely on the availability of scrap steel (itself a function of the level of economic development). Going forward, quality levels produced by EAFs will continue to improve. Various technologies to decarbonise the BF–BOF route are being developed, including solutions which seek to capture the carbon as it is emitted and either store it or use the carbon in other processes. Alternatively, the BF–BOF route may be replaced by a combination of Direct Reduced Iron (DRI) and EAFs. Hydrogen-based DRI associated with EAFs has the potential to be nearly carbon-free if carbon-free electricity and hydrogen are available. We anticipate that there will be a gradual reduction in steel production via the BF–BOF route and growth in the EAF route. The extent and pace of this change will depend on technologies coming to maturity, the availability of infrastructure (carbon-free electricity and hydrogen), and regulatory frameworks. These technologies will require many years to mature and be deployed on a large scale. This driver is therefore expected not to have any impact over the short term, and to reach its maximum impact in the long term. #### Conclusion on strategic resilience Sustainability has always been at the heart of Vesuvius’ business and the Group’s analysis concludes that the opportunities for the Group manifested by the global pressure to mitigate climate change outweigh the risks. Our technology helps our customers improve their process efficiency and their environmental footprint. We estimate the financial impact of the opportunities and risks on the Group will be most adverse under a 4°C scenario and most positive under a 2°C scenario. Under all three scenarios, we expect to benefit from the continuing growth in the production of steel in line with GDP, along with the accelerating shift towards higher performance iron and steel castings, as we support customers to maximise the efficiency and quality of their production. With our technological expertise, strong customer relationships and broad manufacturing footprint, we expect to play a key role in supporting our customers’ efforts to decarbonise their operations. We also believe there is a low downside for Vesuvius in all three scenarios as more than 70% of our business in steel is in the steel casting part of the operation which, as a stand-alone process, is low CO 2 emitting (1% to 3% of a steel plant’s CO 2 emissions), and which we do not expect to be affected by technology shifts that the decarbonisation of iron and steel-making will require. Whilst the electrification of light vehicles and ongoing light-weighting efforts are expected to translate into a shrinking of the market for certain iron castings, it is anticipated that this will be more than compensated for by the growth in other markets such as wind turbines and aluminium castings. We do not anticipate that climate change will lead to any significant changes in our access to capital or require the impairment of assets on a material scale. #### Key factors impacting Vesuvius’ three climate change scenarios 1. Regulatory and macroeconomic drivers differentiate our scenarios 2. The future of steel 3. Technology transition 47 Strategic report Governance Financial statements ![]() #### Roadmap to Net Zero We have set intermediate targets in our journey to reach net zero CO 2 e emissions by 2050 (Scope 1 and Scope 2), in line with the Paris Agreement and the UK’s commitment in the Climate Change Act 2008 (2050 Target Amendment) Order 2019. These emissions encompass the seven GHGs listed by the Intergovernmental Panel on Climate Change in the Kyoto Protocol (CO 2 , CH 4 , N 2 O, HFCs, PFCs, SF 6 and NF 3 ). Our preferred metrics to monitor progress with our journey to net zero are energy and CO 2 e emission intensity (energy consumption and CO 2 e emissions per metric tonne of product packed for shipment). These reflect the progress made in our operations better than absolute metrics. Managing this energy intensity not only has environmental benefits, it is also part of our long-term strategy to enhance our cost competitiveness. #### Our targets Our targets cover 100% of Vesuvius’ operations. They are aligned with the Science Based Targets initiative (SBTi) requirements for a well below 2°C global warming scenario and are consistent with the Paris Agreement. 2019 was selected as the baseline for all energy and GHG emissions data and targets, absolute and relative, as this was the last year of normal trading prior to the COVID-19 pandemic. – 10% improvement in the Group’s energy intensity between 2019 and 2025 – 20% reduction in CO 2 e emission intensity normalised per metric tonne of product packed for shipment (Scope 1 and Scope 2) by 2025 (vs 2019 baseline) – 100% carbon-free electricity by 2030 – A reduction in total Scope 1 and Scope 2 CO 2 e emission intensity of 50% by 2035 (vs 2019 baseline) – Zero Scope 1 and Scope 2 CO 2 e emissions by 2050 We aim to achieve our decarbonisation goals without the use of any carbon offsets (or only to address residual emissions). The Group energy CO 2 e emissions reduction targets have been cascaded to all Business Units, which have built action plans accordingly. Portions of the Group Executive Committee’s Long-Term Incentive Plan and senior management annual variable compensation are linked to the achievement of CO 2 e emissions reduction targets. #### Our plan Our Roadmap to Net Zero is based on five key areas of focus: 1 Modernising and upgrading installed equipment to reduce our energy consumption 2 Investing to renew equipment to the best available technologies and converting to less CO 2 e intensive energy sources 3 When possible, replacing high CO 2 e emission electricity (generated from coal or natural gas) with greener electricity or other sources of energy 4 Reducing our energy wastage, recovering heat to feed processes and heat water 5 Generating clean energy #### Assumptions and sensitivities Some significant assumptions underpin our net zero plan, including: – The availability of the necessary technologies, at an affordable level and at a scale appropriate for our industry, especially for the firing of refractory ceramics and carbon capture (including carbon capture technologies for the dolime production process) – The development of additional production capacity and distribution infrastructure for renewable energy and hydrogen, and their cost competitiveness – Adequate policy support to foster innovation and ensure the cost of CO 2 emissions will increase the attractiveness of carbon-free processes – No significant change to our business model and product portfolio The achievement of our CO 2 e emissions targets will also be sensitive to: – The growth of revenue, organically, and from acquisitions, and divestitures – Product mix evolution (especially driven by dolime volume, which is the most CO 2 intensive product line) – Macroeconomic conditions and the capex cycle impacting plant loading (and thereby the energy efficiency of continuous processes) In the short and medium term, we will focus on reducing the Scope 1 and Scope 2 emissions of product lines other than dolime. We have made investments in recent years to optimise the energy efficiency and reduce the CO 2 intensity of this process. Further significant improvements will require investing in technologies such as carbon capture, which we anticipate will not be available at an affordable level and at an appropriate scale, in the short and medium term. #### Tackling climate changecontinued Vesuvius plc Annual Report and Financial Statements 2024 48 ![]() Our plan to reach net zero covers 100% of our operations. We aim to achieve our decarbonisation goals without the use of any carbon offsets (or only to address residual emissions). Short term (2026) A wide variety of projects have been initiated and more are being considered, to help us deliver our energy efficiency and CO 2 e emissions reduction targets, including: – Optimisation of process parameters – Introduction of new refractory furniture – Retrofitting of ovens and kilns – Replacement of older and less efficient units – Upgrades of compressors – Replacement of light sources with LED lights – Replacement of diesel-powered forklift trucks with electric forklift trucks – Installation of heat recovery systems in ovens and kilns – Burner setting optimisation and loading, and cycle optimisation – Continued conversion of electricity supplies to carbon-free sources – Installation of solar panels We endeavour to use the best available technologies to reduce CO 2 emissions in all our major capital expenditure projects. Medium term (2035) We anticipate that further emissions reduction will be possible through further energy efficiency measures (continuation of the short-term actions). Technological developments currently in preparation with our partners will allow us to reduce GHG emissions even further. Projects have been launched across a range of activities including: – Electrification of high-temperature manufacturing processes that currently rely on natural gas or LPG. The first investments to replace natural gas- powered ovens with electric ovens were completed at the end of 2024 – The use of a combination of natural gas and renewable energy such as carbon-free hydrogen to fire refractory materials. We have already started R&D trials with a blend of hydrogen and natural gas – The use of bio-fuels instead of natural gas. The first investments to replace natural gas with biomethane were completed in 2024 Whilst the list of assets that will require upgrade or replacement is defined, a precise time plan cannot be elaborated beyond the next few years: – Electric and hydrogen-powered high-temperature processes are still in the development phase and not ready for industrial-scale deployment. The manufacture of each product family in our portfolio requires a specific set of parameters such as type of process (batch vs continuous), temperature and atmosphere. It is still too early to decide which technological solutions will be possible and most appropriate for each process – All high-temperature processes will require an adequate and affordable supply of carbon-free energy to be economically viable. Availability and price trajectories may vary greatly from region to region These low-carbon production processes should be progressively introduced during the 2025–2035 period, as they meet the technical and economic conditions allied with the availability of required energy. Precise capital expenditure project lists have been defined for the 2026 horizon and are in preparation for the next few years. We estimate the incremental capital commitment required by our decarbonisation roadmap will be approximately £7m per year until 2035. We do not expect the useful economic lives of our existing assets to be materially affected by our plans until 2035. We will continue using the internal price of carbon to assess the relative benefits and prioritise projects. We also anticipate that changes in our product portfolio towards less energy- intensive products (such as resin-bonded and unshaped refractories) will continue, though the impact cannot be quantified. Long term (2050) Beyond 2035, the short-term and medium-term programmes will continue to deliver opportunities. We are regularly monitoring the emergence and readiness of new technologies, through our network of suppliers of capital goods, universities and trade associations. In the longer term (2050), various technologies are promising candidates for the near zero emissions curing and firing of refractory products (electricity, carbon-free hydrogen, synthetic gas, biomass). We currently anticipate that carbon capture solutions will be available for our industrial application during the 2035–2050 period, though most will probably not be available sooner. We are progressively adapting our product and process R&D programmes to explore such opportunities. Capital expenditure requirements and the useful economic lives of our existing assets will depend on the evolution of technologies currently in development. #### Our plan to reach net zero Scope 2 electricity Reach net zero Scope 1 + Scope 2 CO 2 e emissions 1 Reduce the intensity by 20% from the 2019 baseline Reduce the intensity by 50% from the 2019 baseline Short term Medium term Long term 2026 2035 2050 Convert to 100% carbon-free sources 2019 2030 #### Our journey to net zero 1. Re-baselined using pre-acquisition data for the business acquired from Universal Refractories, and BMC from 2019 onwards. 49 Strategic report Governance Financial statements ![]() #### Progress in 2024 #### 1Carbon-free energy sources #### 2Capital commitments and internal CO 2 #### pricing #### 3Improving our energy efficiency #### Our progress – key Group initiatives for energy conservation and for increasing energy efficiency We have continued converting our manufacturing sites to carbon-free electricity and undertaken a number of major projects to significantly reduce the Scope 1 CO 2 e emissions of the Group by addressing some of its most CO 2 e intensive installations. The Group supports the transition towards renewable energy sources and cleaner carbon-free technology when possible. Our energy strategy includes an ongoing effort to convert to carbon-free electricity contracts whenever practical and economically viable, investment in solar panels, and the conversion of processes to electricity as soon as the technology is cost-effective. In 2024, three sites converted to carbon-free electricity contracts. At the end of 2024, we had 43 sites with carbon-free electricity contracts, representing 75% of our manufacturing sites and R&D centres of excellence. 81% of the grid electricity consumed in our sites in 2024 was generated from renewable sources (71% in 2023), and 83% using processes that did not emit CO 2 e (renewable and nuclear) (75% in 2023). A third Vesuvius plant became carbon-free in 2024, with Rio de Janeiro converting all of its natural gas-based production processes to biomethane. CO 2 e emissions from the Rio de Janeiro plant are now at zero. In addition, capital expenditure projects for solar panels with a value of £0.3m were approved in 2024. Ten of our sites are now equipped with photovoltaic solar panels and 19 sites are investigating solar panel projects. We include an environmental impact analysis in the evaluation of our capital expenditure projects as these are the key decisions that drive long-term future sustainability performance, and CO 2 emissions in particular. Our Environmental Policy, which is the responsibility of the Chief Executive and the Group Executive Committee, covers all our operations and states that all our investment decisions will include an analysis of their environmental impact. An internal price for CO 2 emissions (Scope 1 and Scope 2) is included in the calculation of payback for all investments reaching the threshold for approval by the Business Unit Presidents or Chief Executive. Vesuvius views this shadow pricing mechanism as a key tool to ensure that the environmental impact of long-term investment decisions is understood. It seeks to ensure that the best available technology is adopted, even in locations where no external cost for carbon is in place or foreseen. The internal price of CO 2 was introduced in 2020. It is reviewed annually by the Sustainability Council and is applicable across all Business Units in all regions. The price is adjusted, taking into consideration both the previous year’s price and the evolution of the EU Emissions Trading System (EU-ETS) carbon pricing. In 2020, it was initially set at €30 per tonne of CO 2 . It was raised to €90 per tonne in 2021, and subsequently maintained at this level. The Sustainability Council has decided to maintain the internal price of CO 2 emissions at €90 per tonne of CO 2 for 2025. All Vesuvius plants have targets to reduce energy intensity. We have implemented a structured approach across the Company. We collect and analyse data from our sites, identify gaps and opportunities and eventually target our engineering projects. We select the processes and sites that are the most energy-intensive or have the greatest impact, and coordinate the projects centrally. We also share best practices across locations. For example, in one of the most energy- consuming sites, we will improve our process by installing additional nozzles in the spray towers, building on the experience from another Vesuvius site. Many additional initiatives are managed locally. In 2024, the first investments replacing natural gas-powered ovens with electric ovens were completed, as part of our plan to electrify high-temperature manufacturing processes that currently rely on natural gas or LPG. We also ran R&D trials focusing on the use of a combination of natural gas and carbon-free hydrogen to fire refractory materials, and completed the first investments in replacing natural gas with biomethane. During the year, we also continued the deployment of meters on energy-intensive equipment. We are encouraging sites to carry out energy audits and pursue ISO 50001 certification. 13 sites carried out energy audits in 2024, and 31 have planned audits in 2025. Three sites have already obtained ISO 50001 certification. This combination of initiatives allows us to better identify and analyse opportunities and target investments on projects with the largest impact. More than 4,700 employees have received training on energy conservation and greenhouse gas emissions reduction. In 2024, as a result of thermal processes optimisation and the installation of retrofit solutions, we have reduced energy consumption by more than 15 GWh per year and CO 2 e emissions by 20 KT versus 2023. New capital expenditure worth c.£7m, dedicated to 122 projects with energy efficiency and CO 2 emissions reduction as one of their prime objectives, was approved in 2024. #### Tackling climate changecontinued Vesuvius plc Annual Report and Financial Statements 2024 50 ![]() #### Our energy consumption and Scope 1 and Scope 2 CO 2 #### e emissions Whilst Vesuvius’ products differ significantly in the energy intensity of their manufacture, most of our manufacturing processes are not energy intensive nor do they produce significant quantities of waste and emissions. Dolime production (based in South Africa), which uses coal to calcine dolomite, is our major emitter of CO 2 . Dolime and the next five of our 39 main manufacturing processes account for 61% of our energy consumption and 69% of our location- based CO 2 e emissions. These continue to be a clear focus for our investment to reduce CO 2 e emissions. In January 2023, an incident incapacitated one of our dolime rotary kilns, which resulted in it being out of service for over a year. As a consequence, the tonnage of dolime produced by the Group has been considerably lower than in prior years and the Group’s product mix has been very different. The Group’s absolute energy consumption, CO 2 e emissions, energy intensity and CO 2 e emission intensity reduction have been affected by the lower output of dolime, which has higher energy and carbon intensity than most of our production processes. The dolime installation resumed production in 2024 albeit at a lower level than prior to the 2023 incident. The Group’s progress in reducing our CO 2 e emission intensity was adversely affected in 2024 by the increase in dolime production. Low volumes of other product lines resulted in lower fill rates for continuous processes and lower energy efficiency, thereby also contributing to a higher CO 2 e emission intensity. Between 2019 and 2024 the Group achieved an overall reduction in energy intensity (normalised to per metric tonne of product packed for shipment) of 14.0%. The pro forma energy intensity reduction assuming the Group had produced dolime at the normal rate, was 10.1% vs a target of 10% by 2025. During the same period, our overall CO 2 e emission intensity metric (CO 2 e emissions per metric tonne of product packed for shipment, Scope 1 and Scope 2, market- based) reduced by 40.4% vs a target of 20% by 2025. This includes a 40.2% reduction in energy CO 2 e intensity, and a 41.2% reduction in process CO 2 e intensity, per metric tonne of product packed for shipment. Excluding dolime, the CO 2 e emission intensity reduction between 2019 and 2024 was 40.2%. If the production of dolime had remained on average the same as the 2019–2022 period, prior to the dolime incident, our pro forma CO 2 e emission intensity reduction would have been 26.9%. Scope 1 covers emissions from fuels used in our factories and offices, fugitive emissions and non-fuel process emissions. Scope 2 relates to the indirect emissions resulting from the generation of electricity, heat, steam and hot water we purchase to supply our offices and factories. Scope 3 covers all other direct CO 2 and CO 2 e emissions that occur in the Company’s value chain. The conversion by many of our sites to carbon-free electricity contracts has helped our CO 2 e emissions reduce at a faster pace than our energy efficiency improvements. Vesuvius’ total energy costs in 2024 were £45.6m, c.2.5% of revenue (£48.5m in 2023, c.2.5% of revenue). None of our installations meet the criteria to be included in the European Union Emissions Trading System (ETS). South Africa is the only country where we exceed the threshold to be submitted to a carbon tax or an emissions trading scheme. The carbon tax cost in 2024 was c.£ 0.1m (£0.2m in 2023), based on emissions in the prior year. In 2024, Vesuvius did not engage in any greenhouse gas removal activities within its own operations or upstream or downstream value chain, nor did we finance any removal projects outside our value chain through the purchase of carbon credits. #### Our projected future progress Factoring in the significant assumptions that underpin our net zero plan (see p48), we believe that we are on track to achieve the projected 100% reduction of our Scope 2 emissions by 2030 and the projected 50% reduction of our combined Scope 1 and Scope 2 emissions intensity by 2035. Having already converted most of our manufacturing sites to carbon-free electricity, the reduction of our CO 2 e emissions intensity will be driven by progress in addressing Scope 1 emissions. Consequently, the pace of progress will slow down. 2024 2023 2022 2021 2020 2019 Electricity from non-CO 2 emitting sources (% of total) 37% 39% 50% 65% 75% 83% #### 2024 Scope 1 and Scope 2 CO 2 #### e emissions per region (market-based) % Metric tonnes CO 2 e 2024 Metric tonnes % Africa 111,583 46 Europe and Middle East 42,866 18 USA, Mexico, Canada 33,866 14 China & NA 33,891 14 India & SA 12,323 5 South America 6,866 3 Notes: – Includes the business of Universal Refractories, Inc. (Vesuvius Penn Corporation) which was acquired in 2021 and BMC (Yingkou YingWei Magnesium Co.,Ltd), which was acquired late 2022. – The numbers are collated from 100% of entities within the Group’s Operational Control Boundary. – Further information on sources of data, scope of entities covered, calculation methodologies and progress can be found in the 2024 Sustainability Report which is available at: www.vesuvius.com. 51 Strategic report Governance Financial statements ![]() #### Scope 1, Scope 2 and Scope 3 CO 2 #### e emissions (market-based) 1,2 In 2024, Vesuvius’ total Scope 1, Scope 2 and Scope 3 CO 2 e emissions were 2,003,560 metric tonnes. Metric tonnes CO 2 e 2024 2023 Metric tonnes % Metric tonnes 2 % 2 Scope 1 Process CO 2 e emissions 57,926 26.9% 29,637 17.4% Scope 1 Energy CO 2 e emissions 157,090 72.9% 139,241 81.9% Scope 1 Fugitive emissions 575 0.3% 1,037 0.6% Total Scope 1 CO 2 e emissions 215,591 10.8% 169,914 8.6% Scope 2 CO 2 e emissions (market-based) 25,804 1.3% 38,149 1.9% Scope 3 CO 2 e emissions 1,762,165 88.0% 1,777,008 89.5% Total 2,003,560 100% 1,985,072 100% 1. The numbers are collated from 100% of entities within the Group’s Operational Control Boundary. 2. The Scope 2 and Scope 3 emissions data for 2023 was re-evaluated during 2024, using an updated methodology and revised emissions factors from the International Energy Agency, and as a result some minor amendments have been made to these figures. #### Vesuvius plc long-term energy consumption and energy intensity (aggregate of Scope 1 and Scope 2) 1,2,3 2024 vs 2019 2024 2023 3 2019 3 Total energy consumption (million kWh) 963 896 1,211 Energy consumption per metric tonne of product packed for shipment (kWh/MT) -14% 1,076 1,054 1,252 Notes: 1. The numbers are collated from 100% of entities within the Group’s Operational Control Boundary. 2. 2019 was selected as the baseline for all energy and GHG emissions data and targets, absolute and relative, as this was the last year of normal trading prior to the COVID-19 pandemic. Progress is measured against the 2019 performance. 3. Emissions numbers for 2019 and 2023 were re-evaluated using an improved approach in 2024, and as a result some minor amendments have been made. Further information on sources of data, scope of entities covered, calculation methodologies and progress can be found in the 2024 Sustainability Report which is available at: www.vesuvius.com. #### Vesuvius plc statement of verification Scope 1, Scope 2 and Scope 3 carbon footprint reporting and supporting evidence contained herein for the period 1 January 2019 to 31 December 2024 covering GHG emissions as CO 2 e in metric tonnes, CO 2 e intensity in metric tonnes of CO 2 e per metric tonne of product packed for shipment, energy consumption in kWh and energy intensity in kWh of energy per metric tonne of product packed for shipment, location-based and market-based, were verified by Carbon Footprint Ltd in accordance with the ISO 14064 Part 3 (2019): Greenhouse Gases: Specification with guidance for the verification and validation of greenhouse gas statements. A copy of the limited assurance statement can be found on our website: www.vesuvius.com. In 2024, the Group’s normalised energy consumption increased by 2.1% to 1,076 kWh per metric tonne of product packed for shipment (2023: 1,054). Location- based emissions increased by 11.4% to 0.341 metric tonnes of CO 2 e per metric tonne of product packed for shipment (2023: 0.306) and market-based emissions increased by 10.2% to 0.270 metric tonnes of CO 2 e per metric tonne of product packed for shipment (2023: 0.245). In 2024, natural gas use increased by 1%, and electricity consumption by 1% whereas coal (a CO 2 intensive fuel and raw material used in dolime production) consumption grew by 76%, to 15,767 metric tonnes (2023: 8,974, 2022: 27,231 metric tonnes) driven by the increase of dolime production. During 2024, the Group also consumed 364 cubic metres of diesel (+15% on 2023: 317) primarily in the operation of forklift trucks on its sites, and 28 cubic metres of fuel oil, a decrease of 83% (2023: 165). In total, 392 cubic metres of oil was used as fuel in 2024 (19% up on 2023: 482). #### Tackling climate changecontinued Vesuvius plc Annual Report and Financial Statements 2024 52 ![]() #### Global GHG emissions and energy consumption #### Location-based statutory reporting (Operational Control Boundary) 1,2,3,4,5,6 Emissions and energy sources UK and Offshore CO 2 e ‘000 metric tonnes 2024 Global CO 2 e ‘000 metric tonnes 2024 Proportion relating to the UK and Offshore Area UK and Offshore CO 2 e ‘000 metric tonnes 2023 6 Global CO 2 e ‘000 metric tonnes 2023 6 Proportion relating to the UK and Offshore Area UK and Offshore energy used ‘000 kWh 2024 Global energy used ‘000 kWh 2024 Proportion relating to the UK and Offshore Area UK and Offshore energy used ‘000 kWh 2023 Global energy used ‘000 kWh 2023 Proportion relating to the UK and Offshore Area Combustion of fuel and operation of facilities including fugitive emissions (Scope 1) 2.289 216 1.1% 2.150 170 1.3% 11,943 764,552 1.6% 11,343 699,011 1.6% Electricity, heat, steam and cooling purchased for own use (Scope 2) 0.329 90 0.4% 0.339 90 0.4% 1,848 198,497 0.9% 1,905 196,612 1.0% Total GHG emissions and energy 2.617 305 0.9% 2.489 260 1.0% 13,791 963,048 1.4% 13,248 895,622 1.5% Change 5.1% 17.3% 4.1% 7.5% Vesuvius’ chosen intensity measurement (location-based statutory reporting) 1,2 Metric tonnes CO 2 e per metric tonne of product packed for shipment kWh of energy per metric tonne of product packed for shipment UK and Offshore 2024 Global 2024 UK and Offshore 2023 6 Global 2023 6 UK and Offshore 2024 Global 2024 UK and Offshore 2023 Global 2023 Emissions and energy reported above normalised to metric tonnes CO 2 e per metric tonne of product packed for shipment 3.123 0.341 3.441 0.306 16,457 1,076 18,315 1,054 Change -9.2% 11.4% -10.1% 2.1% Metric tonnes of CO 2 e per £m revenue Total GHG emissions as metric tonnes CO 2 e per £m revenue (location-based) 23.7 167.8 20.3 134.9 Change 16.7% 24.4% 1. Location-based Statutory Reporting of Global GHG emissions (metric tonnes of CO 2 e) and energy consumption (‘000 kWh). The numbers are collated from entities within the Group’s Operational Control Boundary. 2. In reporting GHG emissions, we have used the GHG Protocol Corporate Accounting and Reporting Standard (revised edition) methodology to identify our location-based GHG inventory of Scope 1 (direct) and Scope 2 (indirect) CO 2 e. We report in metric tonnes of CO 2 equivalent (CO 2 e). We have used emission factors from the UK Government (Defra) and the IEA GHG Conversion Factors for Company Reporting 2024 in the calculation of our GHG emissions. 3. Our energy-related greenhouse gas (GHG) emissions, reported as carbon dioxide equivalents (CO 2 e), include direct emissions of the three main GHGs (carbon dioxide (CO 2 ), methane (CH 4 ) and nitrous oxide (N 2 O)). 4. Process related emissions of the following in CO 2 equivalent and in metric tonnes are not significant: Direct methane CH 4 emissions and Direct nitrous oxide N 2 O emissions. 5. Emissions of the following in CO 2 equivalent and in metric tonnes are not significant: Direct sulphur hexafluoride (SF 6 ) emissions; Direct HFC emissions; and Direct PFC emissions. 6. The emissions numbers for 2023 were re-evaluated during 2024, using an updated methodology, and as a result some minor amendments have been made to these numbers. Further information on sources of data, scope of entities covered, calculation methodologies and progress can be found in the 2024 Sustainability Report which is available at: www.vesuvius.com. #### Greenhouse gas (GHG) reporting We have reported to the extent reasonably practicable on all the emission sources required under Part 7 of the Accounting Regulations which fall within our Group Financial Statements. Statutory reporting is location-based according to the GHG Protocol. All sites report their energy consumption and GHG emissions on a quarterly basis. Performance and variation are analysed, and improvement plans built accordingly. The Group also meets all its obligations in relation to the Producer Responsibility Packaging Waste regulations and the Energy Saving Opportunity Scheme by which the UK implemented the EU Energy Efficiency Directive. 53 Strategic report Governance Financial statements ![]() #### Scope 3 emissions Vesuvius’ Scope 3 CO 2 e emissions, mainly upstream, contribute to a greater part of our total CO 2 e emissions than our Scope 1 and Scope 2 emissions. Our products are used by customers whose processes emit significant amounts of CO 2 . They serve to contain and protect liquid metal and manage its flow, but do not participate in the heating operations or chemical reactions that lead to CO 2 emissions. Emissions associated with the processing or use of our products are hence very limited. More specifically: – Some products require drying or pre-heating prior to use by our customers. Emissions generated during these operations are included in the ‘Processing of sold products’ category – Refractory materials do not require energy during their use; having undergone high-temperature processes during their manufacturing, they are inert and do not release any greenhouse gases during their use – Some non-refractory products contain chemicals, which will be partially burnt during usage by our customers. Emissions due to the combustion of chemicals are included in the ‘Use of sold products’ category Since 2021, we have undertaken a focused evaluation of emissions associated with raw materials, using publicly available average CO 2 emissions factors. We have also collected information on energy source, CO 2 emissions data and reduction plans from our raw materials suppliers as part of our Request for Quotation process. We have begun to collect CO 2 emissions data relating to transportation from our forwarders in all regions. In 2024, the CO 2 emissions data that we received from our forwarders covered 26% of our transportation spend (upstream and downstream), and we were able to evaluate CO 2 emissions covering a further 61% of our transportation spend using operational data and Defra conversion factors. The remainder of our CO 2 emissions from upstream and downstream transportation (13%) was estimated based on spend and Defra conversion factors. Various initiatives have been launched to reduce our Scope 3 CO 2 emissions, including returnable packaging, the electrification of company fleet vehicles and arrangements for collective commuting. Our process for evaluating Scope 3 CO 2 emissions continues to evolve, as assessment techniques become more sophisticated. In 2023, this re-evaluation included adopting a more granular approach to our assessment of emissions from raw materials, where we more than doubled the number of factors used, to achieve more refined data on emissions from purchased goods. #### Scope 3 emissions 1,2,3,4,5 Metric tonnes CO 2 e 2024 2023 5 Metric tonnes % Metric tonnes % Purchased goods and services 1,451,402 82% 1,441,413 81% Capital goods 46,048 3% 39,992 2% Fuel- and energy-related activities (not included in Scope 1 or 2) 39,473 2% 37,088 2% Upstream transportation and distribution 28,516 2% 39,086 2% Waste generated in operations 14,391 1% 14,979 1% Business travel 9,887 1% 11,443 1% Employee commuting 34,470 2% 40,891 2% Upstream leased assets 0 0% 0 0% Downstream transportation and distribution 57,897 3% 80,896 5% Processing of sold products 19,250 1% 14,924 1% Use of sold products 37,554 2% 34,194 2% End-of-life treatment of sold products 23,276 1% 22,103 1% Downstream leased assets 0 0% 0 0% Franchises 0 0% 0 0% Investments 0 0% 0 0% Total Scope 3 CO 2 e emissions 1,762,165 100% 1,777,008 100% 1. The numbers are collated from 100% of entities within the Group’s Operational Control Boundary. 2. Conversion factors for GHG emissions and energy used the 2024 UK Government GHG Conversion Factors for Company Reporting. Conversion factors for GHG emissions for electricity globally used the IEA Emission Factors 2024. 3. Calculation of Scope 3 GHG emissions used the Carbon Footprint Limited Sustrax system. 4. Scope 3 2024 Upstream subtotal 1,624,188 metric tonnes (92%) Downstream subtotal 137,977 metric tonnes (8%). 5. Scope 3 emissions data for 2023 was re-evaluated during 2024, using an updated methodology, and as a result some minor amendments have been made to these figures. Further information on sources of data, scope of entities covered, calculation methodologies and progress can be found in the 2024 Sustainability Report which is available at: www.vesuvius.com. #### Tackling climate changecontinued Vesuvius plc Annual Report and Financial Statements 2024 54 ![]() Our People and Culture Strategy aims to build an outstanding business by ensuring we have the individuals, skills and capabilities critical to the delivery of our strategy. Vesuvius is a geographically and culturally diverse group, employing more than 13,000 people of more than 70 nationalities in 40 countries. The underlying foundation for our People and Culture Strategy is our strong culture of delivering results in our diverse, entrepreneurial, decentralised organisation, where everyone is empowered to take action, working with like-minded people in a non-matrix environment. #### A flexible workforce Our activity levels fluctuate based on customer demand. A variety of measures have been implemented to ensure our workforce is equally flexible. These include the employment of agency workers, overtime and flexitime agreements, and suspended employment. 81% 19% Employees Directly supervised contractors A significant proportion of our headcount is employed in customer locations. The length of this employment with Vesuvius is dependent on the continuation or renewal of contracts. In many countries, we employ workers via professional agencies. Whenever business is transferred by a customer from one supplier to another, this employment via agencies rather than direct employment provides workers with employment continuity, as it permits them to continue working for the customer whilst their services are transferred. Full-time vs part-time employees 62 (1%) Part-time 11,071 (99%) Full-time Directly supervised contractors 2,582 Salaried vs hourly employees 6,523 (59%) Hourly 4,610 (41%) Salaried Permanent vs temporary employees 399 (4%) Temporary 10,734 (96%) Permanent #### Talent attraction and development Staying competitive in today’s rapidly evolving world requires a keen focus on the attraction and development of appropriate talent. We balance a mix of high-quality external recruits with our strong internal talent pipeline to source these colleagues, and then provide continuous development to facilitate their success. During recruitment for key talent we craft clear, well-defined success profiles for each role, and utilise multiple rounds of assessments, interviews, psychometric assessments and reference checks to secure top-tier talent. In 2024, we also launched a newly refreshed employer brand to strengthen our position in the market. Internally, we have developed a robust system for tracking and evaluating performance effectiveness across all levels. This includes two comprehensive, Company-wide system-based performance processes: one focused on an overall performance review, where managers assess employees on key factors such as alignment with Vesuvius’ core Values, achievement of results, and role-specific competencies; the second on reviewing year-end personal objectives, which are linked to individual goal achievement and career progression. In addition, we hold mid-year performance reviews to ensure alignment, address any gaps, and refine development plans for the remainder of the year. These processes are vital in identifying skills gaps, talent risks, and opportunities for growth, enabling us to take corrective action where needed. Training and development Our leaders take responsibility for managing and developing their teams. Our Learning Management System provides a global hub for Vesuvius’ online training courses. Mandatory training courses are automatically assigned to new joiners and completion statistics are easily reportable. Targeted training courses can also be allocated to employees in specific roles, e.g. modern slavery training for people in purchasing. Our internal HeaTt training is aimed at the continuous technical development of Vesuvius employees. Courses range from entry to expert levels and are continuously updated to keep pace with developing technology and delivery methods, thereby guaranteeing that Vesuvius experts are at the forefront of technical innovation. They are a great way for our hugely experienced technical experts to pass on their knowledge to the next generation and ensure the sustainability of our know-how. #### Our people 55 Strategic report Governance Financial statements ![]() Global Mentoring programme In 2024, Vesuvius continued its global mentoring programme for its top talent focusing on leadership and talent development. There are currently 23 mentees taking part in the 12-month programme, of which nine are women. Mentees learn from the experience and perspectives of a senior leader, including members of the Group Executive Committee in Vesuvius, creating an individual personal development plan to enhance their careers and leadership capabilities. The programme ensures internal knowledge transfer and builds a broader, deeper and more ready talent pool. Global reward Reward and recognition are integral components of our employee value proposition, enabling us to attract, engage and retain key talent and highly qualified employees. We are committed to operate reward and performance management systems which are transparent and objective. Our management Annual Incentive Plans are measured against both Vesuvius’ financial targets and personal performance, an incentive structure consistent with that of our Executive Directors. The Vesuvius Share Plan for Executive Directors and Group Executive Committee members encourages robust decision-making based on long-term goals rather than short-term gains and works to align the interests of participants with those of shareholders. Global mobility We believe that our global operations should be managed and staffed by local personnel. However, we also provide selected groups of employees with a range of international assignments. These assignments are usually for a limited period, most often three years. International assignees do not come from one or two countries alone. We have a truly international mix of nationalities in our mobile population. Individuals move not only within a region, but also between regions. Our mobility programme shows that our assignee population is as diverse as our Group. #### Employee engagement Vesuvius recognises that companies with highly engaged employees deliver better business outcomes. They have lower absenteeism, lower employee turnover, fewer safety incidents, better product quality, and higher productivity, sales and profitability. At Vesuvius, we regard engagement as critical to our ongoing success and we work hard to listen to our people and act when issues impacting engagement are identified. We seek to understand and support all employees, including those who may be more vulnerable in the workplace by using anonymous methods of providing feedback such as our annual employee engagement survey – I-Engage and Speak Up. We measure the effectiveness of these tools by analysing response rates, tracking the percentage of employees participating each year and identifying trends in engagement across different departments and regions. Employee engagement is a collective responsibility, especially for our management teams. As a principal tool to help nurture this engagement we have partnered with Mercer to undertake our annual I-Engage survey, which captures employees’ perceptions and attitudes towards Vesuvius and their work. The survey results are compiled into team- specific reports, which managers discuss transparently with their teams. Together, they identify areas for improvement and develop practical action plans to deliver positive change to the work environment. In 2024, we maintained a very high participation level with 92% of employees responding to the 38 questions. The overall level of engagement reduced slightly but still remained high, with safety and immediate manager engagement rated particularly positively, and survey follow-up noted as an area for improvement. 92% response rate Respondents to our 2024 I-Engage survey #### Internal communications We continue to develop our internal communications programme to ensure we have a strong mix of channels to reach our diverse population. The Chief Executive regularly addresses the whole Group via Company-wide email and video, delivering strategic messages, and in 2024 held 12 interactive virtual sessions with the Senior Leadership Group to share business updates. Company news and announcements are regularly shared on the Group intranet, whilst screen savers are used to support major communication campaigns. We also utilise posters and site ‘town hall’ meetings for on-site communications. Whenever possible, face-to-face communication is conducted at different levels of the organisation, providing the necessary opportunities for interactive Q&A sessions with business leaders. Employee consultation and industrial relations Vesuvius supports freedom of association and the right to collective bargaining. In all the countries in which we operate, the Group informs and consults local works councils and trade unions on matters concerning the Vesuvius business as required. These processes and procedures are regulated by local law and generate constructive dialogue between employee representatives and management, which provides benefits to our business. In addition to local employee representation, the Group operates a European Works Council (EWC) with elected representatives from the UK and each of the EU countries in which Vesuvius has employees. #### Our peoplecontinued Vesuvius plc Annual Report and Financial Statements 2024 56 ![]() The Board has noted the recommendation of the Parker Review that each FTSE 350 company should set a percentage target for senior management positions that will be occupied by ethnic minority executives in December 2027. The Company currently analyses management on the basis of nationality, which indicates a great deal of diversity in the senior management group, but not ethnicity. The Board has conducted a survey of ethnicity for senior management positions, but has determined that no ethnicity target should be set at this time. Copies of the Board Diversity Policy and Group Policy on Diversity and Equality are available to view on the Vesuvius website: www.vesuvius.com. Further information on the Group’s approach to promoting diversity can be found on pages 99–101. #### Diversity and inclusion As an organisation, Vesuvius has a global, multicultural operational and customer base, which we wish to reflect inside our organisation with a multicultural, diverse community of excellent professionals from all backgrounds. This starts by focusing on broad diversity of gender and nationality, with an aim to ensure that all employees and job applicants are given equal opportunity and that our organisation is representative of all sections of society where we operate. Vesuvius operates in 40 countries around the world, employing people with more than 70 nationalities, making us a truly diverse business. We regard this diversity as a critical aspect of our success and future growth, as it allows us to access the widest range of skills and experience. Each employee is respected and valued, and as a result they are all able to give their best. All employees are given help, training and encouragement to develop their full potential and utilise their unique talents. Overall responsibility for implementing the Group’s Diversity and Equality Policy rests with the Executive Directors. The Nomination Committee monitors progress with meeting its objectives. At the end of 2024, the Senior Leadership Group (comprising c.150 senior managers) consisted of 27 nationalities located in 23 countries. 15% of our overall workforce were women, which was stable versus 2023. Women now represent 21% of our Senior Leadership Group, a level that we consider is still too low, but which represents a significant improvement as compared with the level of 15% in 2019. #### Diversity – 31 December 2024 Female Male Gender not available 1 Total Female Male Board 4 5 9 44% 56% Group Executive Committee members 2 6 8 25% 75% Leadership roles reporting to members of the GEC 12 41 53 23% 77% Directors of subsidiaries included in consolidation 2 14 71 85 16% 84% Senior Managers 3 28 118 146 19% 81% All other employees 1,645 9,339 3 10,987 15% 85% Vesuvius employees 1,673 9,457 3 11,133 15% 85% Directly supervised contractors 83 324 2,175 2,582 Vesuvius employees and directly supervised contractors 1,756 9,781 2,178 13,715 1. The Group had 2,582 directly supervised contractors who were contracted through third parties and for whom the Group does not hold detailed employment records. 2. Of the 85 employees who are directors of Group subsidiaries but not members of the GEC or direct reports of the GEC, 16% are women. This disclosure is made to comply with regulatory requirements. It includes directors of dormant companies. Some individuals hold multiple directorships. 3. Senior Managers as defined for the purposes of Section 414C(8)(c) include directors of the Company’s subsidiaries. #### Diversity and Equality Policy – We are dedicated to encouraging a supportive and inclusive culture amongst our global workforce – We aim to ensure that all employees and job applicants are given equal opportunity and that our organisation is representative of all sections of society where we operate. Each employee will be respected and valued and able to give their best as a result – We are committed to providing equality and fairness to all in our employment and not providing less favourable reward, facilities or treatment on the grounds of age, disability, gender, marital or civil partner status, pregnancy or maternity, race, colour, nationality, ethnic or national origin, religion or belief, or sex, gender reassignment or sexual orientation – We are opposed to all forms of unlawful and unfair discrimination See the full policy on www.vesuvius.com for further details. 57 Strategic report Governance Financial statements ![]() #### Health and Safety Policy We commit to: – Abide by simple and non-negotiable standards – Report transparently and thoroughly investigate any incident to learn, share and avoid repeats – Undertake risk assessments to identify hazards, prioritise any deficiencies and correct them in an appropriate way, as well as to develop appropriate safe work procedures – Ensure every business facility follows the agreed health and safety plans, committing to: reduce the frequency and severity of injuries; improve workstation ergonomics; prevent exposure to hazardous substances; and minimise the risk of occupational diseases – Increase awareness about health and safety issues and provide training for all new employees and contractors – Ensure every business facility has an appointed Health and Safety Manager See the full policy on www.vesuvius.com for further details. #### Health, safety and well-being at work Safety is our top priority and our overriding commitment to health and safety is embedded throughout the organisation. Our approach is to identify, eliminate, reduce or control all workplace risks, and an ongoing system of training, assessment and improvement is in place to focus on achieving this. We remain fundamentally committed to protecting the health and safety of employees, contractors, visitors, customers and any other persons affected by our activities. We want to become a zero-accident company and are striving to become a best-in-class organisation for safety performance and leadership. #### Health and safety governance The Board has overall responsibility for health and safety-related matters and delegates authority for the management of the health and safety performance of the business to the Chief Executive. The Business Unit Presidents are in turn, responsible for the deployment of the Health and Safety Policy. The Board receives regular information on every Lost Time Injury and key safety performance indicators. In addition, the Board carries out a biannual review of health and safety performance and each of the annual presentations of Business Unit strategy include health and safety. #### Lost Time Injuries LTIFR 12 months rolling Lost Time Injuries per million hours worked 2020 2021 2022 2023 2024 2019 0.0 0.2 0.4 0.6 0.8 1.0 1.2 1.4 1.6 1.8 2.0 Group safety audits The Group operates a central safety auditing team of three auditors, each with more than ten years’ experience, who report to the VP Sustainability. The team’s main purpose is to verify the deployment and ongoing application of the Group’s standards and policies in our locations, including our manufacturing sites, R&D facilities and the customer locations in which a significant number of our employees operate daily. Each audit also includes an assessment of the site’s HSE leadership. During 2024, the team conducted 63 audits (2023: 66). Following each audit, action plans are created by the site management teams to address any issues identified and work on completing these is assessed on a regular basis. The observations made during audits are used to improve the Group’s training programmes and to enhance the Group’s health and safety standards. Sites are also encouraged to carry out self-assessments, based on the Group safety audit compliance checklist, to monitor their progress. Safety audits and improvement opportunities In 2024, 82% (2023: 83%) of our working population performed routine safety audits every month. This generated an average of ten (2023: nine) implemented safety improvement opportunities per person, resulting in an improvement in worker safety. The audit programme involves employees at all levels – from the Group Executive Committee and safety specialists, through to local site management, employees and directly supervised contractors. #### Lost time recordable injuries Vesuvius operates a robust and comprehensive process for the timely reporting of medical incidents. We use more stringent definitions for Lost Time Injuries (LTIs) and ‘severe accidents’ than the definitions used by many regulatory bodies. All sites are required to report on all Recordable Injuries (aligned with the OSHA definition), to maintain the focus on safety. All LTIs and Recordables require a full investigation. We believe that the long-term significant improvements in Lost Time Injury and Recordable Injury Frequency rates reflect a broader trend of underlying improvement for the Group and result from a strong management commitment to change. 2024 safety performance Our Lost Time Injury Frequency Rate (LTIFR) of 0.52 per million hours worked in 2024 was lower than 2023 (0.60), but we recognise that there is more work left to do. Three employees suffered hand injuries and one a foot injury, requiring surgery and hospital stays, in 2024. We are actively taking steps to learn from these severe injuries and to improve our systems and procedures to prevent any similar occurrences. #### Our peoplecontinued Vesuvius plc Annual Report and Financial Statements 2024 58 ![]() Vesuvius is committed to making a positive contribution to society. As part of this, we focus on operating an ethical business with appropriate policies in place to ensure compliance with the regulations and laws in all our markets. #### Our CORE Values The Group’s CORE Values convey the mindset and attitudes we expect each employee to show every day. They are at the heart of the culture of the Group, promoting our image to external stakeholders, and underpinning the commercial promise we provide to our customers. The Values are reinforced through our performance management systems and are celebrated each year through our Living the Values Awards which select regional and global winners for each Value. #### We seek to establish strong relationships with key stakeholders and support the communities in which we operate #### Code of Conduct Our Code of Conduct sets out the standards of conduct expected, without exception, of everyone who works for Vesuvius in any of our worldwide operations. The Code of Conduct emphasises our commitment to ethics and compliance with the law, and covers every aspect of our approach to business, from the way that we engage with customers, employees, the markets and other stakeholders, to the safety of our employees and workplaces. Everyone within Vesuvius is individually accountable for upholding its requirements. We recognise that lasting business success is measured not only in our financial performance, but in the way we deal with our customers, business associates, suppliers, employees, investors and local communities. The Code of Conduct is displayed prominently at all our sites and is published in our 29 major functional languages. It is available to view at www.vesuvius.com. We continue to enhance the policies that underpin the principles set out in the Code of Conduct. These assist employees to comply with our ethical standards and the legal requirements of the jurisdictions in which we conduct our business. We communicate openly and transparently within the organisation, through ‘town hall’ meetings, Board and senior management visits, management feedback, performance evaluation, measuring employee engagement and responding to the feedback we receive. Critically, there is ongoing and consistent communication of our CORE Values and the principles of our Code of Conduct. We engage staff across the Group in both general and targeted training, to ensure a consistent understanding of our policies and procedures. The Code of Conduct covers eight key areas: #### Code of Conduct 1. Health, safety and the environment 2. Trading, customers, products and services 3. Anti-bribery and corruption 4. Employees and human rights 5. Disclosure and investors 6. Government, society and local communities 7. Conflict of interests 8. Competitors #### A responsible company 59 Strategic report Governance Financial statements #### Vesuvius’ CORE Values #### Courage – I systematically say, decide and do what is right for Vesuvius including when it is difficult, unpopular, or not consensual – I express my opinions openly during discussions, but I also defend Group decisions once they’ve been taken, even if they do not correspond to my initial position – I proactively take leadership responsibility on difficult projects and topics that are important to the Group’s performance, motivated by the perspective of success rather than paralysed by the risk of personal failure #### Respect – I demonstrate respect for other people’s ideas and opinions even if I disagree with them – I welcome open debate. I listen to others, and foster esteem and fairness with customers, suppliers, co-workers, shareholders and the communities where we operate – I communicate my objectives clearly and take time to explain all decisions. I behave with the highest level of integrity. I promote diversity at all levels of the Company #### Ownership – I am personally accountable for the consequences of my actions and for the performance of the Group in my area of responsibility or oversight, without blaming external circumstances or the actions of others – I demonstrate an entrepreneurial spirit, looking for and seizing business opportunities and I immediately address problems that come up as soon as I become aware of them – I manage the Group’s money and resources as though they were my own #### Energy – I work hard and professionally in pursuit of excellence – I constantly raise the bar and challenge the status quo. For me, the sky is the limit – I lead by example, inspiring and motivating my team to go the extra mile. I promote a positive and energising work environment – I continuously deliver outstanding customer experience and innovative solutions – I never underestimate competitors and permanently strive to reinforce the Group’s leadership position ![]() #### Human Rights and Labour Policy Our policy expressly prohibits forced, compulsory or child labour in any form and applies to both ourselves and those who wish to work with us. Our other commitments include: – Health and safety: to work towards our goal of zero injuries in the workplace – Freedom of association and right to collective bargaining: to respect our workers’ democratic rights to participate or not participate in trade unions, or other collective bargaining organisations, without fear of intimidation, pressure or reprisal. – Unlawful discrimination, harassment and abusive behaviours: to ensure that each employee and potential employee is treated with fairness and dignity and that discriminatory practices, or unwelcome verbal or physical conduct are not tolerated – Remuneration: to ensure that wages and benefits paid to employees shall meet legal or industry minimum standards – Discipline policies: ensure proportionality of sanctions, with a range of potential disciplinary actions and procedural fairness See the full policy on www.vesuvius.com for further details. #### Compliance training Compliance training gives our employees a clearer understanding of the scope of risks that exist as we conduct our business and gives context to how the Group expects each employee to respond to those risks. The Board has set a target of at least 90% of targeted staff completing the annual Anti-Bribery and Corruption training. In 2024, 100% of the targeted staff completed this training. Mandatory online training courses – 2024 participation % of targeted audience completing course Anti-Bribery and Corruption (annual) 100% Gifts, Hospitality and Entertainment (onboarding) 96% Modern Slavery 95% Anti-Tax Evasion 100% Data Protection 97% Cyber Security Awareness – 7 Basic Modules 90% #### Governance and policies Vesuvius’ compliance policies underpin the principles set out in our Code of Conduct. They are the practical representation of our status as a good corporate citizen, and they assist employees to understand and comply with our ethical standards and the legal requirements of the jurisdictions in which we conduct our business. They also give practical guidance on how this can be achieved. #### Human rights The Group’s Human Rights and Labour Policy reflects the principles contained within the UN Universal Declaration of Human Rights, the International Labour Organization’s Fundamental Conventions on Labour Standards and the UN Global Compact, to which the Group is a signatory. The Policy sets out the principles for our actions and behaviour in conducting our business and provides guidance to those working for us on how we approach human rights issues. These principles have been integrated into the work of our procurement teams as we assess our suppliers and their business practices. The Policy was reviewed and updated in 2022. #### Prevention of slavery During 2024, we published our ninth Modern Slavery transparency statement outlining the Group’s approach to the prevention of slavery and human trafficking in our business and supply chain. A copy of our latest statement is available to view on our website: www.vesuvius.com. We have identified the following four industries that pose a higher risk of modern slavery for Vesuvius: 1. Mining and extractive industries (raw materials) 2. Textiles (personal protective equipment (PPE) and work clothing) 3. Transport and packaging 4. Maintenance, cleaning, agricultural work, and food preparation (contracted workers) As our spend with mining and extractive industry suppliers is far greater than the other three industries, and the number and diversity of suppliers is also the greatest, we have been focusing our efforts on these industries. We have deepened our investigation of higher-risk raw materials, based on the studies carried out by Drive Sustainability and the Responsible Minerals Initiative on the responsible sourcing of materials in the automotive and electronics industries, with which our portfolio of raw materials shares many commonalities. In 2024, we provided webinar training on modern slavery to our key purchasing staff and continued to use an online e-learning module to upgrade the training given to all supplier-facing staff. It provides key guidance on the ‘red flags’ associated with modern slavery to assist them in identifying these during supplier visits and accreditation. See the Group’s Statement on the Prevention of Slavery and Human Trafficking www.vesuvius.com/en/sustainability/ our-policies/statement-on-modern -slavery.html #### A responsible companycontinued Vesuvius plc Annual Report and Financial Statements 2024 60 ![]() #### Business ethics/anti-bribery and corruption and working with third parties Vesuvius’ Code of Conduct affirms our commitment to competing vigorously, but honestly, and not seeking competitive advantage through unlawful means. We conduct ourselves ethically in all public affairs activities, in alignment with local laws and regulations. We do not engage in unfair competition, exchange commercially sensitive information with competitors, or acquire information regarding a competitor by inappropriate means. When received for business purposes, we safeguard third-party confidential information and use it only for the purpose for which it was provided. We engage with selected third-party representatives and intermediaries in our business. We recognise that they can present an increased bribery and corruption risk. Our procedure on working with third parties clearly outlines our zero-tolerance approach to bribery and provides practical guidance for our employees in identifying concerns and how to report them. Vesuvius engages with third-party sales agents, many of whom operate in countries where we do not have a physical presence. Our employees’ use of, and interaction with, sales agents is supported by an ongoing training programme for those who have specific responsibility for these relationships. As part of our communication around anti-bribery and ethics, employees are actively encouraged to consult on ethical issues. They have open access to the Compliance Director and Legal function who provide support on a regular basis. During 2024, the Group continued the due diligence review of our third-party representatives and intermediaries. We repeated the enhanced due diligence reviews of sales agents, custom clearance agents, distributors and logistics providers, undertaken in prior years. During the year we completed due diligence on more than 2,000 counterparties worldwide. As a result of this process, we terminated relationships with 29 counterparties who did not meet our standards. #### Anti-bribery and Corruption Policy This Policy sets out the responsibilities for all Vesuvius directors, officers and employees, and those working for us, in observing and upholding our zero-tolerance position on bribery and corruption; and provides information and guidance to those working for us on how we recognise and deal with bribery and corruption issues. The Policy covers the following areas of potential risk: – Third parties – Gifts, hospitality and entertainment – Donations and sponsorship – Facilitation payments – Dealing with public officials – Promotional activities – Bidding and tendering – Market access – Outside interests See the full policy on www.vesuvius.com for further details. #### Responsible sourcing Vesuvius recognises the crucial role that its suppliers play in creating value in the products and services that Vesuvius ultimately provides to its customers. In addition to the consistent and timely supply of materials, products and services which are of the highest quality, we expect our suppliers to operate in a manner that is appropriate, in terms of their ethical, legal, environmental and social responsibilities. #### Principles Overall, our objective is to encourage suppliers to implement a meaningful sustainability programme, embrace the UN Global Compact principles, evaluate and reduce our upstream CO 2 emissions and identify potential risks (and if necessary, address them) in our supply chain. The satisfaction of our customers’ requirements, the safety and reliability of Vesuvius’ products, and the efficiency of Vesuvius’ internal processes are dependent on the reliability of its network of suppliers. Vesuvius is committed to ensuring that we utilise high-quality raw materials, secured through reliable and well-developed raw material suppliers. The principles of sustainable procurement are prescribed within the Vesuvius Sustainable Procurement Policy and supported by supplementary processes. #### Sustainable Procurement Policy We operate a Sustainable Procurement Policy which outlines key criteria for suppliers. The Policy uses the Group Procurement’s ‘Request for Quotation’ (RFQ) process to engage a significant number of Vesuvius suppliers and is provided in conjunction with the Vesuvius Terms and Conditions of Purchase. For suppliers to participate in the RFQ, they are obliged to accept and agree to the terms of the Sustainable Procurement Policy, as it forms an addendum to Vesuvius’ standard contract clauses. Once accepted, it is the responsibility of the supplier to verify and monitor compliance against the Policy – both for their operations and those of any sub-contractors. The full policy is available on the Vesuvius website. Since its inception in 2021, 305 active vendors, representing 66% of the raw material spend, have formally pledged to comply with the Policy. #### Sustainable Procurement Policy The Policy covers all suppliers of goods and/or services either used in our manufacturing processes and/or sold directly by us to customers, including Tolling and Resale suppliers. It applies to suppliers, their agents and their sub-contractors. The major elements of the Sustainability Procurement Policy are: – Employees and human rights – Conflict minerals – Ethical and compliant business practices – Environment – Quality – Business continuity See the full policy on www.vesuvius.com for further details. 61 Strategic report Governance Financial statements ![]() #### Supplier sustainability assessment criteria Environment Energy consumption and GHGs Water Biodiversity Local and accidental pollution Materials, chemicals and waste Product use Product end-of-life Customer health and safety Environmental services and advocacy Labour and Human Rights Employee health and safety Working conditions Social dialogue Career management and training Child labour, forced labour and human trafficking Diversity, discrimination and harassment External stakeholder human rights Ethics Corruption Anti-competitive practices Responsible information management Sustainable Procurement Supplier environmental practices Supplier social practices 21 criteria based on international standards #### Supplier sustainability assessments As part of our sustainability agenda, Vesuvius has implemented a Supplier Sustainability Assessment programme, covering all suppliers of goods either used in our manufacturing processes and/or sold directly by us to customers, including Resale suppliers. Vesuvius has partnered with an independent third-party service provider – EcoVadis – to rate our raw materials suppliers using a detailed set of criteria. These cover four themes and 21 criteria based on international standards: Labour and Human Rights; Ethics; Environment; and Sustainable Procurement. In 2024, 141 employees from our procurement teams received specific training on supplier on-site sustainability and quality assessments (92% of the target group). The Group has a target to assess at least 60% of our raw material spend by 2025. Participating suppliers were selected based on a number of criteria including: – Category of raw material – Availability of alternative sources – Share of supplier revenue with Vesuvius – Grades in previous assessments – Whether the supplier was new – Supply chain incidents Since its launch, 269 suppliers have joined the programme, representing 58% of the total raw material spend. Fewer than 8% of the suppliers assessed did not reach Vesuvius’ minimal EcoVadis score. We are requiring these suppliers to implement improvement actions within a three-year time frame. Progress will be monitored through routine evaluations and an annual reassessment. Across the crucial topics, the average total score of Vesuvius’ suppliers was 54.2, compared to an industry standard of 47.8. #### Supplier CSR and quality audits Vesuvius conducts an annual Supplier Audit programme focusing on their Corporate Social Responsibility (CSR) practices, product quality and security of supply. The programme is led by the Group’s Purchasing and Quality teams. The goal of the audits is to verify that our suppliers abide by fundamental principles regarding the environment and social practices, and reduce the number of quality issues that may affect our raw materials. As part of this, we carry out on-site inspections, share expectations with our suppliers, identify risks and adapt our internal controls accordingly. We encourage our suppliers to improve their own processes and help them prioritise actions to achieve this. Commencing in 2022, a number of ‘red flag’ items have been included in our on-site verification questionnaire, especially addressing human rights issues, such as child or forced labour, for which immediate escalation and investigation is required in case any breach is detected. In 2024, 123 audits were conducted (100% on-site) (2023: 157). No cases of human rights breaches were detected as part of the supplier audit checks. 14.6% of audited suppliers received grades below threshold (2023: 5.7%). Whenever suppliers fail to meet the required standards, either action is taken to support them to improve or our relationship with them is terminated. #### A responsible companycontinued Vesuvius plc Annual Report and Financial Statements 2024 62 ![]() 63 Strategic report Governance Financial statements Vesuvius recognises that effective engagement with stakeholders is vital to the Group’s success. Understanding the needs and priorities of key stakeholders, and building strong and positive relationships with them, lies at the heart of Vesuvius’ business. Section 172 of the Companies Act 2006 codifies this engagement, requiring the Board to promote the success of the Company over the long term for the benefit of members as a whole, whilst having regard to other key stakeholders’ interests. In performing its duties, the Board focuses on the sustainable success of the Group and the existence of a culture that supports this success. The Board recognises that, in seeking to maintain long-term profitability, the Group is reliant on the support of all of its stakeholders, including the Group’s workforce, its customers, suppliers and the communities in which its businesses operate. When taking key decisions the Board balances the competing interests of different stakeholders with an overriding focus on ensuring the long-term success of the Group. The Board confirms that it has acted in accordance with the Section 172 requirements throughout the year. Section 172 requirement Find out more Page Consequences of any decision in the long term At a glance Our purpose Our business model Why invest in Vesuvius? 2–5 12 12 and 13 14–23 Interests of employees Our purpose Our stakeholders Our people Remuneration Policy 12 63 and 64 55–58 108 Fostering business relationships with suppliers, customers and others Our purpose Our business model Why invest in Vesuvius? A responsible company Our stakeholders 12 12 and 13 14–23 59–62 63–66 Section 172 requirement Find out more Page Impact of operations on the community and the environment Our sustainability strategy and objectives Progress on our sustainability targets Tackling climate change A responsible company Our stakeholders 34 35 and 36 37–54 59–62 66 Maintaining high standards of business conduct A responsible company Our stakeholders Corporate Governance Statement Directors’ Report 59–62 63–66 80–82 135 Acting fairly between members Our purpose Our stakeholders Corporate Governance Statement 12 63–66 80–82 Examples of how the Board considered stakeholders’ interests in some of the key decisions it took during 2024 are given below. Our stakeholders and Section 172(1) Statement Effective engagement with stakeholders is critical to the success of the Group #### Acquisition of PiroMET During the year the Board approved the acquisition of PiroMET, a Turkish business which supplies refractory materials and related application technologies. An agreement was signed on 15 November 2024 to acquire a 61.65% stake in the business. The Board believes that the acquisition will strengthen our Advanced Refractory customer offering in the fast-growing region of EEMEA, and will allow us to leverage PiroMET’s expertise in robotics and gunning to drive further opportunities for the Group. We completed the purchase on 28 February 2025 and welcome PiroMET’s employees to the Group. In approving the transaction, the Board considered the impact on the staff in the Group’s existing businesses in Türkiye, and the greater opportunities that the acquisition could bring for them, as well as the benefits to the Group of an improved operating footprint, and the benefits to our customers from a wider product portfolio. #### Share Buyback In November 2024, the Board approved a further share buyback programme to purchase up to £50 million in value of the Company’s shares, with the shares acquired to be cancelled to reduce the Company’s share capital. The decision to launch a further share buyback was taken after a careful analysis of the strength of the Company’s balance sheet, and the ongoing longer-term financial requirements of the business. The Board considered the views of the Company’s shareholders and the impact that the purchase would have on other investors, concluding that it would send a positive signal that the Company was performing well, and that it would benefit all of the Group’s stakeholders. A further buyback was chosen over, for example, a tender offer or special dividend, reflecting the preference of shareholders and advice from brokers, as a structure that equally benefits all shareholders over a sustained period. Over the course of the programme, the buyback is expected to be modestly EPS accretive and as such will enhance TSR in the event that our trading valuation multiple is maintained. The impact of the buyback is recognised in the Company’s budget and as such it is reflected in the Group’s incentive targets. Capital investment in new warehouse capacity – Skawina, Poland In May, the Board approved investment in the construction of an automated central warehouse in the Skawina plant, to replace the existing disparate facilities. The new facility is expected to become operational in 2026. The project will deliver significant operational and logistical flow improvements and reduce costs. It will also allow for a significant reduction of inventories, leveraging the recently installed SAP A1 ERP and associated Warehouse Management system. The Board noted that the project would secure environmental benefits by eliminating the need for travel to the external warehouse, and would improve the efficiency and long-time viability of the site. The Board noted that whilst the automation of the warehouse would lead to a reduction in the number of forklift drivers required, doing this would improve safety at the site, by reducing overall forklift use. ![]() Vesuvius plc Annual Report and Financial Statements 2024 64 #### Our stakeholderscontinued #### Our stakeholders Given the diversity of the Group, engagement with most stakeholders takes place locally or is managed by specialist Group functions. The Board maintains oversight of this engagement through its briefings on the dynamics of key relationships and stakeholder groups, and also engages directly as appropriate. The Group’s key stakeholder groups, reflecting those who have the biggest impact on the business, and our modes of engagement are outlined in the tables below. How the business engages How the Board engaged in 2024 #### Our people Why we engage With our decentralised management model, the dedication and professionalism of our people, their capacity to own their roles and their drive for results are the most significant contributors to Vesuvius’ success. We engage with our people, encouraging and rewarding high performance to create an environment where all can realise their individual potential. Issues that matter to them – Health and safety – Development and retention – Career opportunities – Remuneration and recognition – Diversity and inclusion – Management support – International mobility – Sustainability performance Fundamental focus on health and safety and the care of all employees, with regular safety briefings, safety training, the thorough investigation of all safety incidents, daily focus on safety improvements and awards recognising excellent performance Continuing dialogue between employees and their managers, including the conduct of regular performance reviews We operate a competitive remuneration and benefits strategy, emphasising talent development with tailored career-stage programmes Living the Values and other award schemes celebrate individual achievements in the demonstration of our Values and processes We operate global communication mechanisms including an intranet and global email communications, alongside forums such as local ‘town hall’ meetings The Group recognises trade unions and operates local works councils, alongside its European Works Council Wide-ranging internal training is offered on key job-related issues, with programmes such as the Vesuvius University – HeaTt At every Board meeting the Board received a report on the Group’s performance against health and safety KPIs and reviewed, in detail, the circumstances of any Lost Time Injuries that had been reported The Board reviewed the Group’s strategy to attract talent to the business and reviewed the HR objectives for each Business Unit The Remuneration Committee was informed of global salary budgets and oversaw the Group’s share compensation programmes The Nomination Committee reviewed senior management development and succession planning, and monitored the Group’s progress on diversity objectives Carla Bailo served as the designated Non-executive Director responsible for workforce engagement. She oversaw the Board’s engagement activities, including the programme of 21 site visits undertaken by Directors to meet Vesuvius employees ‘on the ground’ and to hear firsthand about their experiences The Board reviewed the results of the I-Engage survey and the follow-up actions proposed The Board reviewed the nature and volume of reports received by the confidential Speak Up helpline Outcomes – Safe, motivated workforce – More attractive recruitment marketing to new recruits – 17% employee turnover in 2024 – 92% response rate to I-Engage survey – Greater understanding of views of the workforce ![]() 65 Strategic report Governance Financial statements How the business engages How the Board engaged in 2024 #### Customers Why we engage Engaging with, and listening to, our customers helps us to understand their needs and identify opportunities and challenges. Customer intimacy lies at the heart of our business model and collaborating with them enables us to deliver value using our expertise to improve the safety and efficiency of their manufacturing processes, enhancing their end-product quality and reducing their costs. Issues that matter to them – Health and safety – Product quality and performance – Value generation – Innovation and provision of solutions – Production efficiency – Environmental performance Our business model focuses on collaboration with customers to provide customised solutions. We employ highly skilled technical experts who understand our customers’ needs, and can identify opportunities and solutions for them We work with customers to improve the safety, energy efficiency, yield and reliability of their processes, and the quality of their products We engage with customers on safety leadership and support their training requirements We maintain senior-level dialogue with all key customers, and establish customer relationships on a global basis as required, complemented by a broad local servicing capability We provide technical customer training and participate in industry forums and events The Chief Executive maintained a regular dialogue with a range of the Group’s key customers, holding face-to-face meetings with 12 of them The full Board visited a key customer in China, as part of its off-site Board meeting The Board received briefings on the Group’s end-markets and the dynamics of the Group’s relationships with its customers, including information on pricing discussions At every Board meeting, the Board reviewed information on the Group’s performance against key manufacturing quality targets and was provided with updates on actions undertaken to rectify any significant quality issues or customer complaints The Board received updates on the steps being taken by the Group to respond to customers’ ongoing requirements, and the research and development, marketing and new product launch strategies being actioned to respond to these #### Suppliers and contractors Why we engage Maintaining a flexible workforce through the use of contractors and cost-effective access to high-quality raw materials is vital to our success. Our suppliers and contractors are critical to our business. Issues that matter to them – Operational performance – Responsible procurement – Trust and ethics – Payment practices We employ a significant number of directly supervised contractors to work at our customer locations We conduct regular visits to key suppliers Senior-level relationships are built with all large suppliers All suppliers/brokers for major raw materials have regular interaction with the Global Purchasing Team Dedicated category directors build long-term relationships and product expertise for key raw materials Our purchasing and supplier-facing staff receive training on modern slavery to assist them in identifying any issues Vesuvius operates a Sustainable Procurement Policy which sets out the standards that suppliers must adopt in order to supply the Group. We conduct a rigorous and consistent supplier accreditation procedure to ensure compliance with these standards The Chief Executive met with a number of key suppliers The Board received a briefing on the Group’s suppliers and regular updates on supply and purchasing dynamics, and pricing The Board received updates on the strategy for logistics and the sourcing of raw materials together with key concerns and performance issues The Board monitored the Group’s compliance activities and approved the Group’s annual Modern Slavery Statement Outcomes – Clear understanding of customers’ challenges and requirements – Collaborative customer relationships – Investment in enhancement of existing products and development of new innovative products to support customers’ needs – Customer considerations are a key input into strategic planning – Engagement on sustainability matters Outcomes – The services of more than 2,500 directly supervised contractors were utilised in 2024 – 269 suppliers have been rated under our Supplier Sustainability Assessment programme – 305 suppliers have pledged to comply with our Sustainable Procurement Policy – We have a good understanding of the capability and capacity of key suppliers – Suppliers have a clear understanding of Vesuvius’ expectations as an ethical business – Broader supply chain – Engagement on sustainability matters ![]() Vesuvius plc Annual Report and Financial Statements 2024 66 #### Our stakeholderscontinued How the business engages How the Board engaged in 2024 #### Investors Why we engage The support of our equity and debt investors, and continued access to funding, is vital to the performance of our business. We work to ensure that our investors and lenders have a clear understanding of our strategy, performance and objectives, recognising that supportive investors are more likely to provide the Company with funds for expansion. We engage with lenders to ensure that we have clear knowledge and awareness of market sensitivities and trends, and comply with our contractual obligations. Issues that matter to them – Shareholder value – Financial and operational performance – Strategy and business development – Dividend and gearing policy – Sustainability strategy and performance – Governance – Transparency and ethical behaviour Our Head of Investor Relations, Chief Financial Officer and Chief Executive hold regular meetings with key and prospective investors The Group Treasurer and CFO hold regular meetings with key personnel from banks and other lenders who provide the Group’s debt funding The Group Treasury function maintains an ongoing dialogue with key relationship banks and other local banks in the countries in which Vesuvius operates The Group’s Annual Report provides an overview of the Group’s activities. Regular announcements and press releases are published to provide updates on the Group’s performance and progress There is ongoing dialogue with the Company’s analysts to address enquiries and promote the business The Chief Executive and Chief Financial Officer held meetings with key and prospective investors The Board approved the terms of the Group’s revolving debt refinancing The Board discussed with its advisers, shareholders’ perspectives on the Group’s strategy and received presentations on market dynamics and value drivers The Board received copies of key analysts’ notes issued on the Company The Chairman met with shareholders and potential new investors, and discussed the Group’s strategy Ahead of the 2024 AGM, the Chairman contacted the Group’s largest shareholders and governance agencies, to invite them to discuss any matters they wished to raise The Directors attended the AGM to meet with shareholders #### Communities Why we engage We work to maintain positive relationships with the communities in which we operate. Our social responsibility activities complement our Values and we encourage our employees to engage with communities and groups local to our operations. Issues that matter to them – Career opportunities – Operational performance – Transparency and ethical behaviour – Environmental performance We provide work experience and internships to local university students and school children We maintain contact with universities to identify local talent and our businesses attend careers fairs and provide student work placements and internships Many of our sites sponsor local charitable activities and participate in local volunteering initiatives We maintain clear oversight and control of the environmental impact of our production sites We have a clear strategy for carbon reduction in our manufacturing processes The Board received biannual updates on the Group’s sustainability activities #### Environmental agencies and organisations Why we engage Good environmental management is aligned with our focus on cost optimisation, operational excellence and long-term business sustainability. We engage with appropriate organisations to ensure that we are complying with regulatory requirements, and to publicise our performance. Issues that matter to them – Governance and transparency – Operational performance – Reporting on performance metrics – Environmental performance Vesuvius is a signatory to the UN Global Compact We publish a full Sustainability Report online which can be accessed via Vesuvius’ website We regularly engage with government agencies who visit our sites and carry out inspections We respond to environmental research as part of our customers’ and suppliers’ due diligence processes We engage with rating agencies and respond to environmental and social responsibility research and questionnaires The Board monitored progress on the Group’s sustainability KPIs and reviewed longer-term plans on sustainability initiatives, including the journey to net zero The Board received biannual presentations from the VP Sustainability on the Group’s progress against its sustainability targets and updates on its ESG ratings The Board and Audit Committee monitored the Group’s progress with its TCFD compliance Outcomes – Development of the Group’s strategy – Long Term shareholder base – Solid support for the Group’s revolving debt refinancing – £62.4m returned through our share buyback programme and £61.1m total dividends paid in 2024 Outcomes – Development of future talent – Positive contribution to local communities and charities – Improved environmental sustainability of the Group’s operations Outcomes – Positive ratings by a range of ESG organisations – Sustainable business operations – Supportive relationships with local government agencies ![]() 67 Strategic report Governance Financial statements #### How we manage risk The Board exercises oversight of the Group’s principal risks and reviews the way in which the Group manages those risks. As part of this process the Board: (i) understands which individuals within the business are responsible for managing each principal risk; and (ii) reviews and, where appropriate, updates, the Group’s appetite for each principal risk and assesses the adequacy of the steps taken to mitigate them. The Board takes overall responsibility for establishing and maintaining a system of risk management and internal control and for reviewing its effectiveness. The Group undertakes a continuous process to identify and review risk and this assessment undergoes a formal review at half-year and at year-end. The risks identified by the business are compiled centrally to deliver a coordinated picture of the Group’s key risks. These risks are then reviewed by the Group Executive Committee. An integral part of the Group’s risk management process is for each Non-executive Director to contribute their view on the principal risks facing the Group, the risk appetite the Group should have for each of these risks and what emerging risks the Group might face in the future. These contributions are overlaid on the Group’s initial assessment of risks to build a comprehensive analysis of existing and emerging risks. In this way, the Directors’ views on each of the principal risks, and on emerging risks in general, are independently gathered and integrated into management discussions and any actions required. The Group’s risk process covers both financial and non-financial risks, and considers the risks associated with the impact of the Group’s activities on employees, customers, suppliers, the environment, local communities and wider society. The Directors undertake regular, individual site visits and they believe this direct engagement with employees is an effective way to hear firsthand about issues and concerns that exist in the business and also the potential risks that it faces. More details on the site visits undertaken in 2024 can be found on page 80. During 2024, the Group built on the externally facilitated review of its risks performed in 2023. The review conducted in 2023 did not result in any material changes to the Group’s principal risks and uncertainties. In 2024, in anticipation of the updates made to the UK Corporate Governance Code on ongoing effectiveness of risk management and internal control systems coming into force, the Group commenced a further review of its risk management processes, as well as further work to understand the mitigation that these provide of the Group’s identified risks. This process is ongoing. #### Changes to risk in 2024 We detail below changes during 2024 to the scale or nature of risks facing the Group. As noted in previous years, certain issues arose during the year that are reflected in the Group’s principal risks. In each case, the business impact was limited by the mitigations already in place and by the Group’s risk management processes. We also detail the emerging risks facing the Group to which we remain vigilant. Risk: Complex and changing regulatory environment 2024 was a year in which geopolitical tensions continued to have the potential to adversely impact our business. In response to the continuing war in Ukraine, regulators in the UK, EU and USA, continued to expand the scope of financial and trade sanctions, imposing further prohibitions on trade with specific individuals and entities as well as on products and the provision of services. The impact of these incremental regulations was not material in 2024, and was closely monitored to ensure that we reflected any new developments in our business. Similarly, the ongoing conflict in the Middle East continued to affect shipping in the Red Sea. This again had the potential to impact the cost and timing of certain inbound and outbound freight, and we worked closely with our intermediaries and insurers to understand and minimise the impact on our business. Risk: Protectionism and globalisation During the year we continued to pay close attention to wider geopolitical dynamics, as these could push certain of the countries in which we operate to adopt a more protectionist stance. As the change in administration in the United States approached, we continued to monitor the potential for significant changes in global and regional trading environments and how these might affect our products and supply chains. Risk: Business interruption Cyber security remains a critical component of our business interruption risk, and is an issue that continues to grow in its scope and sophistication. 2024 has seen a continued investment in our systems and processes, as well as further investment in training and awareness of cyber issues across the Group. As with all businesses, we continue to monitor trends and developments in system security threats that could have an effect on our ability to conduct our business. Risk: People, culture and performance The environment to attract and retain high-calibre people across all levels of our business continues to be increasingly competitive in many of our labour markets. As noted in 2023, this remains the case for manufacturing roles, which are adversely affected by changing demographics and shifting trends in the workforce. We also continue to see a reduction in the promotion of material science teaching within our developed markets, which may The Group undertakes a continuous process to review and understand existing and emerging risks which might impact the Group’s long-term performance. Risk, viability and going concern ![]() Vesuvius plc Annual Report and Financial Statements 2024 68 further reduce the availability of suitably qualified candidates going forward. Risk: End-market risks As anticipated, 2024 saw continuing volatility in our markets. Whilst this is lasting longer than we had anticipated, we believe that our end-markets of Steel and Foundry are structurally set to grow in the longer term. 2024 saw a significant increase in the volume of steel exported from China, which had a knock-on effect on production levels in other markets around the globe. There was significant pressure on steel-makers in the EU and UK which led the Group to increase monitoring of customers to manage debtor exposure and the risk of bad debt. The Group is well placed to manage short-term impacts with its flexible manufacturing footprint, geographically diversified revenue streams and strong financial position. #### Emerging risks The emerging risk trends facing the Group did not materially change in 2024. The dynamics of our markets continue to develop, and the growth that we anticipate in the future will not always come from the markets that have served us well in the past. We will continue to focus on this emerging trend, investing in markets with high future growth and ensuring that our manufacturing footprint remains sufficiently dynamic and responsive to take advantage of changing growth opportunities. This will be made more complex with the threat of increased protectionism, which could disrupt the established global trade dynamics and supply chains, and drive a more regional and local focus for governments and steel and foundry producers alike. Against this backdrop we have been focused on ensuring that we have the flexibility to provide solutions to our customers from the most efficient and effective location, reflected in our strongly geographically diversified operating base. We remain focused on the increased use of artificial intelligence and automation in all elements of our business. We continue to develop our understanding of where AI can improve our products and allow us to offer new solutions to our customers. We are also looking at the ways that it can streamline our own production methods and administration processes as part of our wider strategy on digitalisation, to ensure we leverage the benefits to the fullest extent whilst minimising any adverse impact. We continue to monitor the transition we see to the increased use of non-ferrous metals in industry, particularly the automotive industry. Whilst the trends in ferrous casting are positive, trends in non-ferrous metal production and casting are also favourable, and we are focused – in R&D and elsewhere – on developing products that will enable us to benefit from the growth in alternative end-markets. Consumers, employees and other stakeholders in many countries are increasingly focused on the impact of businesses on society and the environment. There is a growing regulatory demand on businesses for transparency in this area. Vesuvius already has a set of broad Environmental, Social and Governance (ESG) commitments and has long been focused on driving efficiency in our customers’ processes, with our products now clearly seen as having environmental/ climate benefits. However, the reporting obligations in this area and the external assurance required on this reporting are both expected to increase in cost and complexity in the coming years. Further information on the Group’s ESG commitments can be found in the Non-Financial and Sustainability Information Statement on pages 33–62. Finally, we committed at the end of 2023 to make annualised cost savings of £30m by 2026. We have made excellent progress against this target in 2024. Part of this efficiency saving is enabled by the ongoing implementation of a new Enterprise Resource Planning (ERP) system in certain countries. The Group is aware of the challenges associated with an ERP implementation and will manage these closely to minimise the risk of business interruption and cost overruns and to ensure that the operational efficiencies envisaged are delivered on a timely basis. All of these issues could represent disruptors to our business. We remain focused on each of them through our risk identification and management processes as well as on the management of any other new risks that emerge during 2025. #### Principal risks In 2024, the Board did not identify any new principal risks or any material changes to the Group’s previously identified principal risks and uncertainties. These principal risks and uncertainties are set out on pages 72 and 73 and are those the Board considers to be most relevant in terms of their potential impact on the Group achieving its strategic objectives. Each principal risk could materially affect the Group, its businesses, future operations and financial condition, and could cause actual results to differ materially from expected or historical results. Principal risks are not the only ones that the Group faces or will face. Some risks are not yet known and some currently not deemed to be material could become so. #### Cyber security The processes and controls to manage the constantly evolving cyber security threat are a significant area of focus for the Group. Members of the GEC, Group IT and senior management meet regularly to manage operational cyber risks. These risks were thrown into sharp focus for the Group as a result of the cyber attack we suffered in February 2023. The Board oversees the Group’s control systems for managing cyber risk and together with the Audit Committee receives regular updates on the Group’s activities in this respect. Cyber risks are integrated within the Group’s risk management processes and form part of its Business Continuity Plan (BCP). The Group also maintains a Disaster Recovery Plan to address any network, data centre or IT infrastructure issue. The Group’s Incident Handling and Response Policy ensures we maintain appropriate visibility of all network infrastructure. The Group takes a holistic approach to addressing cyber challenges, focusing on improving our IT infrastructure, including our operational technology environments, as well as our IT procedures and data governance. We run regular training programmes on cyber security and conduct regular cyber security risk assessments, including scenario analysis to mitigate the business impact of any downtime, and increase awareness of social engineering fraud and system access through poor security behaviour. We also perform in-house and externally conducted vulnerability/penetrative testing, comparing the results with industry benchmarks to improve our processes and undertake an ongoing external assessment of our cyber security resilience and maturity. #### Risk, viability and going concerncontinued ![]() 69 Strategic report Governance Financial statements #### Climate change The Group’s risk management processes consider the potential impact of climate-related risks. The Group does not regard climate change itself to represent a material stand-alone risk to the Group’s operations. Whilst a significant proportion of the Group’s revenue is generated from steel manufacture and automotive castings, industries that are under transition as a result of the focus on improving environmental performance, we believe these changes will, overall, be positive for the Group. The Group’s business strategy is based on helping our customers improve their manufacturing efficiency and the quality of their products, thereby reducing their climate impact. We also envisage benefits for the Group from the acceleration of the energy transition, as this will create continued demand for the high-quality steel produced using Vesuvius’ products and solutions. One of the Group’s principal risks is Environmental, Social and Governance criteria. This captures our sustainability performance and our customers’ sustainability transition and recognises the impact Vesuvius can have on reducing the environmental impact of our customers. The Group recognises that climate change could present uncertainty for the Group in terms of increased regulation and the evolution of the geographical distribution of our customer base. Further information about the Group’s consideration of climate-related risks and opportunities can be found in the Tackling climate change section of the Non-Financial and Sustainability Information Statement on pages 37–54. #### Risk mitigation Each principal risk is owned by specific members of senior management who actively manage the risk as well as contributing to the analysis of its likelihood and impact, and continually monitoring the process for mitigation. This analysis is reported to the Board. Risks are analysed in the context of our business structure which protects against certain of our principal risks with diverse currencies, a widespread customer base and local production matching the diversity of our markets. Additionally, we mitigate risk through employee training and our contractual terms. Our processes are not designed to eliminate risk, but to identify our principal risks and to mitigate them to a reasonable level in the context of delivering the Group’s strategy. #### Business continuity and insurance In partnership with risk management advisers and our insurers, we seek to identify the most effective means of reducing or eliminating insurable risks, through risk management and the placing of insurance cover. Our insurer property loss control programme is based upon insurer loss modelling and focuses on insured losses. The insurer’s loss control engineers undertake a series of on-site inspections focused on machinery breakdown, fire, natural catastrophe and other property damage and business interruption risks. These surveys yield a series of loss-reduction recommendations. The execution of these recommendations is agreed with site management and followed through to completion. In parallel, Vesuvius’ own loss management programme focuses on strategic sites and sites that are not routinely covered by the insurer programme. Assisted by an independent consultant, we undertake property loss control and business continuity surveys using Vesuvius’ bespoke risk and exposure- based protocol. These reports yield further risk reduction recommendations, and improvement actions are agreed and completed by site management. To support the Group’s loss control activities, risk management workshops are conducted covering loss prevention, emergency planning, crisis management and business recovery. Business continuity planning is also conducted to ensure there is sufficient resilience in the Group’s manufacturing network to address individual supply interruptions. #### Internal control The Group’s internal control system is designed to manage, rather than eliminate, the risks facing the Group and safeguard its assets. No system of internal control can provide absolute assurance against material misstatement or loss. The Group’s system is designed to provide the Directors with reasonable assurance that problems are identified on a timely basis and are dealt with appropriately. The Audit Committee assists the Board in reviewing the effectiveness of the Group’s system of internal control, including financial, operational and compliance controls, and risk management systems. The key features of the Group’s system of internal control are set out in the table on the next page. #### Reviewing the effectiveness of risk management and internal control The internal control system covers the Group as a whole and is monitored and supported by the Group’s Internal Audit function, which conducts reviews of Vesuvius’ businesses and reports objectively both on the adequacy and effectiveness of the system of internal control and on those businesses’ compliance with Group policies and procedures. The Audit Committee receives reports from the Group Head of Internal Audit and reports to the Board on the results of its review. The Group also conducts a self- certification exercise by which senior financial, operational and functional management certify the compliance, throughout the year, of the areas under their responsibility with the Group’s policies and procedures, and highlight any material issues that have occurred during the year. As part of the Board’s process for reviewing the effectiveness of the system of internal control, it delegates certain matters to the Audit Committee. Following the Audit Committee’s review of internal financial controls and of the processes covering other controls, the Board annually evaluates the results of the internal control and risk management procedures conducted by senior management. Since the date of this evaluation, there have been no significant changes in internal controls or other matters identified which could significantly affect them. In accordance with the provisions of the UK Corporate Governance Code, the Directors confirm that they have carried out a robust assessment of the principal and emerging risks facing the Company, including those that threaten its business model, future performance, solvency or liquidity. They have also reviewed the effectiveness of the Group’s system of internal control and confirm that any control weaknesses identified during the year and to the date of this report are being remediated. Further detail regarding the Audit Committee’s review of the effectiveness of the Group’s risk management and internal control systems is contained in the Audit Committee report on pages 88-95. ![]() Vesuvius plc Annual Report and Financial Statements 2024 70 #### Key features of risk management and internal control #### Strategy and financial reporting Comprehensive strategic planning and forecasting process Annual budget approved by the Board Monthly operating financial information reported against budget Key trends and variances analysed and action taken as appropriate #### Vesuvius GAAP Accounting policies and procedures formulated and disseminated to all Group operations Covers the application of accounting standards, the maintenance of accounting records and key financial control procedures #### Operational controls Operating companies and corporate offices maintain internal controls and procedures appropriate to their structure and business environment Compliance with Group policies on items such as authorisation of capital expenditure, treasury transactions, the management of intellectual property and legal/regulatory issues Use of common accounting policies and procedures, and financial reporting software used in financial reporting and consolidation Significant financing and investment decisions reserved to the Board Monitoring by the Board of policy and control mechanisms for managing treasury risk Clearly delegated financial authority thresholds for capital expenditure, purchasing, customer contracts and hiring Health and safety audits Board review of product quality metrics #### Risk assessment and management Continuous process for identifying, evaluating and managing any significant risks Risk management process designed to identify the key risks facing each business Reports made to the Board on how those risks are managed Top-down risk identification undertaken at Group Executive Committee and Board meetings Board review of insurance and other measures used in managing risks across the Group The Board is notified of major issues and makes an annual assessment of whether risks have changed Ongoing assurance processes by the legal function and Internal Audit including the annual self-certification process Externally supported Speak Up whistleblowing helpline #### Internal Audit Reviews Vesuvius’ businesses and reports on the adequacy and effectiveness of their systems of internal control and compliance with Group policies and procedures Agrees action plans for the resolution of any improvement actions identified by their audits, and monitors, with local management and the Business Unit Presidents, progress through until completion Reports to the Audit Committee on the results of each audit and provides regular updates on high-priority action items The Audit Committee discusses the key risks identified by Internal Audit The Group Head of Internal Audit conducts private meetings with the Audit Committee without management being present #### Risk, viability and going concerncontinued ![]() 71 Strategic report Governance Financial statements #### Viability Statement In accordance with the UK Corporate Governance Code, the Directors have assessed the viability of the Group over a three-year period to 31 December 2027, taking into account the Group’s current position and the potential impact of the principal risks and uncertainties. The Directors have determined that three years is an appropriate period over which to provide the Viability Statement because this is the Company’s planning cycle and it is sufficiently funded by financing facilities with average maturity terms of approximately four years. The projected cash flows for the next three years have been based on the latest Board-approved budgets and capital markets day financial projections. In making this statement, the Directors have carried out a robust assessment of the principal risks that may threaten the business model, future performance, solvency and liquidity of the Group. This is embodied in the annual review of a three-year business plan which includes a review of sensitivity to ‘business as usual’ risks, such as profit growth and working capital variances, severe but plausible events and the impact these could have on the Group’s debt covenants and available liquidity. The results take account of the availability and likely effectiveness of the mitigating actions that could be taken to avoid or reduce the impact or occurrence of the underlying risks. Whilst the review has considered all the principal risks identified by the Group, the following were selected for enhanced stress testing: an unexpected global supply chain disruption leading to increased lead times and business interruption due to the unplanned closure of a key production facility. The Group’s prudent balance sheet management, flexible cost base able to react quickly to end-market conditions, access to long-term capital at reasonable cost and geographically diversified international businesses leave it well placed to manage these principal risks. In performing the stress testing, certain assumptions were made, including that supply chain disruption would lead to a need for increased inventory levels over multiple years; and the loss of a production facility would, after the recovery of production capacity, result in certain sustained customer losses. Any loan facility requiring refinancing was considered to be renewed ahead of its maturity date. The Group’s committed syndicated bank facility of £385.0m, of which £203.0m was undrawn at the end of 2024, with maturity in August 2026, was replaced by a new committed syndicated bank facility of £475.0m with maturity in August 2029 (see Note 25.2.d). Under the enhanced stress testing, a potential breach of a covenant would only occur in the event of an unforeseen reduction in revenue of greater than 23%, without consideration of any remedial factors such as capital expenditure reduction. Accordingly, the Directors confirm that they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the three-year period to 31 December 2027. Furthermore, the Board believes that the Group continues to be well positioned for success in the longer term because of our exposure to long-term growing end-markets, our market-leading position that is supported by ongoing investment in innovation and R&D, our strong degree of customer intimacy with around a third of our employees working at customer facilities, and the focus we have on building quality teams with clear organisational responsibility. #### Going concern statement The Group’s available liquidity stood at £389m at year-end 2024, down from £488m at year-end 2023. The Directors have prepared cash flow forecasts for the Group for the period to 30 June 2026. These forecasts reflect an assessment of current and future end-market conditions, which are expected to be challenging in 2025 (as set out in the ‘outlook’ statement in the Chief Executive’s strategic review in this document), and their impact on the Group’s future trading performance. The Directors have also considered a severe but plausible downside scenario, based on an assumed volume decline and loss of profitability over the period. This downside scenario assumes: – A decline in business activity level in 2025 and 2026 by 3% compared to 2024 performance – A decline in profitability (Return on Sales) of 2.1% compared to 2024 performance – Working capital as a percentage of sales in the downside case deteriorates by 1.0% vs 2024 On a full-year basis relative to 2024, this implies a c.23% decline in Trading Profit. The Group has two covenants; net debt/ EBITDA (under 3.25x) and an interest cover requirement of at least 4.0x. In this downside scenario, the forecasts show that the Group’s maximum net debt/ EBITDA (pre-IFRS 16 in line with the covenant calculation) does not exceed 1.9x, compared to a leverage covenant of 3.25x, and the minimum interest cover reached is 17x compared to a covenant minimum of 4x. The forecasts show that the Group will be able to operate within its current committed debt facilities and show continued compliance with the Group’s financial covenants. On the basis of the exercise described above and the Group’s available committed debt facilities, the Directors consider that the Group and the Company have adequate resources to continue in operational existence for a period of at least 12 months from the date of signing of these financial statements and that there is no material uncertainty in respect of going concern. On 21 February 2025 the Group obtained a new committed syndicated bank facility of £475m reaching maturity in August 2029, replacing the previous one in place (see Note 25.2.d) with the same covenants. This is considered to be a non-adjusting event after balance sheet date. Accordingly, they continue to adopt a going concern basis in preparing the financial statements of the Group and the Company. Identify Viability time horizon and risk analysis framework Assess Principal risks and stress scenarios Model Viability against risk scenarios, examining probabilities and impacts Report See Viability Statement #### Viability process ![]() Vesuvius plc Annual Report and Financial Statements 2024 72 Risk Potential impact Mitigation #### End-market risks Vesuvius suffers an unplanned drop in demand, revenue and/or margin because of market volatility beyond its control. Strategic Value alignment £ £ Unplanned drop in demand and/or revenue due to reduced production by our customers Margin reduction Customer failure leading to increased bad debts Loss of market share to competition Cost pressures at customers leading to use of cheaper solutions Geographic diversification of revenues Product innovation and service offerings securing long-term revenue streams and maintaining performance differential Increase in service and product lines by the development of measurement and mechatronic capabilities R&D includes assessment of emerging technologies Manufacturing capacity rationalisation and flexible cost base Diversified customer base: no customer is greater than 10% of revenue Robust credit and working capital control to mitigate the risk of default by counterparties #### Protectionism and globalisation The Vesuvius business model cannot adapt or respond quickly enough to threats from protectionism and globalisation. Strategic Value alignment £ £ Restricted access to market due to enforced preference of local suppliers Increased barriers to entry for new businesses or expansion Increased costs from import duties, taxation or tariffs Loss of market share Highly diversified manufacturing footprint with manufacturing sites located in 24 countries Strong local management with delegated authority to run their businesses and manage customer relationships Cost flexibility Tax risk management and control framework together with a strong control of intercompany trading #### Product quality failure Vesuvius staff/contractors are injured at work or customers, staff or third parties suffer physical injury or financial loss because of failures in Vesuvius products. Strategic Value alignment £ £ Injury to staff and contractors Product or application failures lead to adverse financial impact or loss of reputation as technology leader Incident at customer plant causes manufacturing downtime or damage to infrastructure Customer claims from product quality issues Quality management programmes including stringent quality control standards, monitoring and reporting Experienced technical staff knowledgeable in the application of our products and technology Targeted global insurance programme Experienced internal legal function overseeing third-party contracting #### Complex and changing regulatory environment Vesuvius experiences a contracting customer base or increased transaction and administrative costs due to compliance with changing regulatory requirements. Strategic Value alignment £ £ Revenue reduction from reduced end-market access Disruption of supply chain and route to market Increased internal control processes Increased frequency of regulatory investigations Reputational damage Trade restrictions Compliance programmes and training across the Group Independent Internal Audit function Experienced internal legal function including dedicated compliance specialists Global procurement category management of strategic raw materials #### Failure to secure innovation Vesuvius fails to achieve continuous improvement in its products, systems and services. Strategic Value alignment £ £ Product substitution by customers Increased competitive pressure through lack of differentiation of Vesuvius’ offering Commoditisation of product portfolio through lack of development Lack of response to changing customer needs Loss of intellectual property protection Enduring and significant investment in R&D, with market-leading research A shared strategy for innovation throughout the Group, deployed via our R&D centres Stage-gate process from innovation to commercialisation to foster innovation and increase alignment with strategy Programme of manufacturing and process excellence Quality programme, focused on quality and consistency Stringent intellectual property registration and defence #### Principal risks and uncertainties Strategic Value alignment Return on Sales £ Free Cash Flow £ Cost Savings Sustainability See more about Our business model on p12 and 13 ![]() 73 Strategic report Governance Financial statements Risk Potential impact Mitigation #### Business interruption Vesuvius loses production capacity or experiences supply chain disruption due to physical site damage (accident, fire, natural disaster, terrorism), or other events such as industrial action, cyber attack or global health crises. Strategic Value alignment £ £ Loss/closure of a major plant temporarily or permanently impairing our ability to serve our customers Damage to or restriction in our ability to use assets Denial of access to critical systems or control processes Disruption of manufacturing processes Inability to source critical raw materials Loss of data, leading to confidentiality, regulatory and reputational issues Diversified manufacturing footprint Disaster recovery planning Business continuity planning with strategic maintenance of excess capacity Physical and IT access controls, security systems and training Cyber risks integrated into wider risk management structure Well-established global insurance programme Group-wide safety management programmes Dual sourcing strategy and development of substitutes #### People, culture and performance Vesuvius is unable to attract and retain the right calibre of staff, fails to instil an appropriate culture or fails to embed the right systems to drive personal performance in pursuit of the Group’s long-term growth. Strategic Value alignment Organisational culture of high performance is not achieved Staff turnover in growing economies and regions Stagnation of ideas and development opportunities Loss of expertise and critical business knowledge Reduced management pipeline for succession to senior positions Internal focus on talent development and training, with tailored career-stage programmes and clear performance management strategies Contacts with universities to identify and develop talent Career path planning and global opportunities for high-potential staff Internal programmes for the structured transfer of technical and other knowledge Clearly defined Values underpin business culture Group focus on enhancing gender diversity #### Health and safety Vesuvius staff or contractors are injured at work or suffer mental health issues because of failures in Vesuvius’ operations, equipment, policies or processes. Strategic Value alignment Injury to staff and contractors Health and safety breaches Lack of staff availability and operational downtime Inability to attract and retain the necessary workforce Reputational damage Active safety programmes, with ongoing wide-ranging monitoring and safety training Independent safety audit team Quality management programmes including stringent manufacturing process control standards, monitoring and reporting #### Environmental, Social and Governance criteria Vesuvius fails to capitalise on the opportunity to help its customers significantly reduce their carbon emissions as environmental pressure grows on the steel industry or Vesuvius fails to meet the expectations of its various stakeholders including employees and investors. Strategic Value alignment Loss of opportunity to grow sales Loss of opportunity to increase margin Loss of stakeholder confidence including investors Reputational damage Continued development of our Sustainability initiative, which includes stretching targets focused on reducing the Group’s energy usage, CO 2 emissions and waste, and increasing recycled materials R&D focus on products that assist customers to reduce carbon emissions and improve their own sustainability measures Skilled technical sales force to develop efficient solutions for our customers Globally disseminated Code of Conduct sets out standards of conduct expected and Anti-bribery and Corruption Policy adopted with zero tolerance regarding bribery and corruption Internal Speak Up mechanisms to allow reporting of concerns Extensive use of due diligence to assess existing and potential business partners and customers The Strategic Report set out on pages 1–73 contains a fair review of our businesses, strategy and business model, and the associated principal risks and uncertainties. We also deliver a review of our 2024 performance and set out an overview of our markets and our stakeholders. Details of our principles, and our people and community engagement, together with our focus on safety, are also contained in the Strategic Report. Approved by the Board on 5 March 2025 and signed on its behalf by Patrick André Chief Executive ![]() #### Governance 75 Chairman’s governance letter 76 Board of Directors 78 Group Executive Committee 79 Corporate Governance Statement 79 Board Report 88 Audit Committee 96 Nomination Committee 103 Directors’ Remuneration Report 103 Remuneration overview 108 2023 Remuneration Policy 116 Annual Report on Directors’ Remuneration 130 Directors’ Report 138 Statement of Directors’ Responsibilities 139 Independent Auditors’ Report Vesuvius plc Annual Report and Financial Statements 2024 74 ![]() 75 Strategic report Governance Financial statements Dear Shareholder, On behalf of the Board, I am pleased to present Vesuvius’ Corporate Governance Statement. This Statement provides investors and other stakeholders with an insight into the governance structure and activities of the Board and its Committees during the year. It also describes how the Group has complied with the Principles of the UK Corporate Governance Code during 2024. The table on page 79 signposts where detailed information on each section of the Code (and associated Principles) can be found. The Board of Vesuvius plc is committed to maintaining high standards of governance and to continuous improvement to reflect ongoing best practice. The Board’s key focus in 2024 was on continuing to support management to further develop the Group’s strategy. In November, it approved the purchase of a 61.65% stake in PiroMET, a Turkish business, which strengthens our Advanced Refractories business in the fast-growing region of EEMEA. Following the successful completion of our £50m share buyback programme in August, we launched a second £50m share buyback programme at the end of the year, to deliver on our promise to return cash to shareholders. Alongside this strategic focus, the Directors also oversaw the continued refreshment of the Board during 2024. We welcomed Eva Lindqvist and Italia Boninelli to the Board on 15 May 2024 and 1 June 2024, respectively. Eva assumed the role of Senior Independent Director when Douglas Hurt retired from the Board at the close of the 2024 AGM and Italia took over as Remuneration Committee Chair when Kath Durrant stepped down from the Board on 31 July 2024. Yours sincerely Carl-Peter Forster Chairman 5 March 2025 #### Chairman’s governance letter In this section Board of Directors on p76 Group Executive Committee on p78 Corporate Governance Statement p79 Board Report p79 Board leadership and Company purpose on p80 Division of responsibilities on p83 Audit Committee report on p88 Nomination Committee report on p96 Directors’ Remuneration Report on p103 Also see: Group’s statement of purpose on p12 Strategic Report on p1–73 ![]() Vesuvius plc Annual Report and Financial Statements 2024 76 Carl-Peter Forster Chairman Appointed to the Board 1 November 2022, and as Chairman on 1 December 2022 Two years on the Board – Extensive board experience as Chairman and Chief Executive within international listed companies – Proven strategic and operational skills gained in complex multinational industrial goods and engineering businesses – Global commercial and engineering experience, including expertise in operational excellence and lean manufacturing Current external appointments Carl-Peter is Chair of Keller Group plc and Senior Independent Director at Babcock International Group plc. He is also Chairman of StoreDot, Director of The Mobility House AG, Gordon Murray Group Ltd, Envisics Ltd, Lead Equities Fund Management GmbH and associated companies and serves as a Director on the advisory board of Kinexon GmbH. Career experience Carl-Peter has spent the majority of his career holding senior leadership positions in some of the world’s largest automotive manufacturers, including BMW, General Motors and Tata Motors (including Jaguar Land Rover). Since he stepped down from Tata Motors in 2011, he has served as a director on a wide variety of public and private company boards, including IMI plc from 2012–2021, Rexam plc from 2014–2016 and Geely Automotive Holdings, Hong Kong, as well as Volvo Cars Group from 2013–2019. He served as Chairman of Chemring Group plc from July 2016 to 30 November 2024. Patrick André Chief Executive Appointed to the Board 1 September 2017 Seven years on the Board – Global career serving the steel industry – Strong background in strategic development and implementation – Customer focus and proven record of delivery, with strong commercial acumen – Drive and energy in promoting his strategic vision Current external appointments None. Career experience Patrick joined the Group as President of the Vesuvius Flow Control Business Unit in 2016, a role which he occupied until his appointment as Chief Executive in September 2017. Before joining the Group, Patrick served as Executive Vice President Strategic Growth, CEO Europe and CEO for Asia, CIS and Africa, for Lhoist company, the world leader in lime production. Prior to this, he was CEO of the Nickel division, then CEO of the Manganese division of ERAMET group, a global manufacturer of nickel and special alloys. N Key to Board Committee membership A Audit Committee N Nomination Committee R Remuneration Committee Committee Chair Engagement with the workforce E Carla Bailo serves as the designated Non-executive Director responsible for workforce engagement. \* Cevian Capital is a shareholder of Vesuvius plc and, at 5 March 2025, held 22.71% of Vesuvius’ issued share capital. Changes to the Board during the year The Directors named were in office during the year and up to the date of this Annual Report, with the exception of Eva Lindqvist who joined the Board on 15 May 2024 and Italia Boninelli who joined the Board on 1 June 2024. Douglas Hurt stepped down as Senior Independent Director and Chair of the Audit Committee at the close of the 2024 AGM, held on 15 May 2024. Kath Durrant stepped down as Chair of the Remuneration Committee on 31 July 2024. Mark Collis Chief Financial Officer Appointed to the Board 1 April 2023 One year on the Board – Wealth of international operational experience and leadership skills – Complements the strong performance- oriented culture and the skills of the management team – Respected leader for the finance and IT functions Current external appointments None. Career experience Mark was previously Chief Financial Officer of the Operations business of John Wood Group PLC. He has over 20 years of senior financial experience in a number of international businesses including Amec Foster Wheeler plc and Expro International Group. Mark is a Chartered Accountant qualified with the ICAEW. #### Board of Directors ![]() 77 Strategic report Governance Financial statements A N R Eva Lindqvist Senior Independent Director (SID) Appointed to the Board 15 May 2024 Nine months on the Board – Strong engineering background – Broad management skillset in the industrial and service sectors – Experienced UK governance professional – Proven management and leadership skills in multinational businesses Current external appointments Eva currently supports several small companies and non-profit organisations, and serves as a Non-executive Director of CLS Holdings plc, Greencoat Renewables plc and Tele2 AB. Career experience Eva is an engineer with more than 35 years’ experience in global industrial and service businesses. She spent 20 years with Ericsson, focusing on strategy, production development and international sales, and then became Senior Vice President and Chief Executive of Telia. She has served on the board of a range of listed companies including Acast AB, Bodycote plc, Keller Group plc, Mr Green & Co AB, Sweco AB and Tarsier AB. She is a member of the Royal Swedish Academy of Engineering Sciences. Friederike Helfer Non-executive Director Appointed to the Board 4 December 2019 Five years on the Board – An experienced strategist, with strong analytic capability – Commercial acumen and a strong track record of working with a portfolio of companies to identify scope for operational and strategic improvement Current external appointments Partner of Cevian Capital. \* Career experience Friederike is a Partner of Cevian Capital. She joined Cevian in 2008 and served as a Non-executive Director on the boards of thyssenkrupp AG from 2020 to 2023 and Valmet Oyj from 2013 to 2017. These are both companies in which Cevian was also invested. Prior to joining Cevian, Friederike worked at McKinsey & Company. She is a CFA Charterholder. N Italia Boninelli Non-executive Independent Director Appointed to the Board 1 June 2024 Nine months on the Board – Experienced HR practitioner with a broad range of international experience – 30+ years’ experience of people management – Proven management and leadership skills Current external appointments None. Career experience Italia has served as a strategic human resources director in a variety of industries (including mining, healthcare and financial services), most recently at AngloGold Ashanti and Gold Fields Ltd. Her roles have included responsibility for employees across South Africa, Australia, the United States, UK, Germany, Belgium, Hong Kong and several Latin American countries. She served as a Non-executive director and member of the remuneration committee of Polymetal International PLC from 2019 until 2022. A N R Dinggui Gao Non-executive Independent Director Appointed to the Board 1 April 2021 Three years on the Board – Strong operational experience driving performance in multinational companies – Proven track record of leadership and international commercial experience – Strong focus on technology and in-depth knowledge of Asian markets Current external appointments Operating Partner CITIC Capital Holdings Ltd. Career experience Dinggui has 40 years of operational experience having worked in multinational companies including Bosch, Honeywell, Eagle Ottawa and Sandvik AB. Between 2017 and 2021 he was Managing Director, China of Formel D Group, the German global service provider to the automotive and components industry. Until June 2024 he was a Non-executive Director of Intramco Europe B.V. A N R Robert MacLeod Non-executive Independent Director Appointed to the Board 1 September 2023 and as Chair of the Audit Committee from AGM 2024 One year on the Board – Qualified Chartered Accountant, with significant experience in large multinational companies – Knowledgeable corporate and operational finance professional – Wealth of general management and financial leadership experience Current external appointments Non-executive Director and Chair of the Remuneration Committee of RELX PLC, Non-executive Director and Chair of the Audit and Risk Committee of Balfour Beatty plc, Non-executive Director of the British Standards Institution, and Non-executive Member of the Defence Science and Technology Laboratory. Career experience Robert served as CEO of Johnson Matthey PLC from 2014 to 2022 and Group Finance Director from 2009 to 2014. Prior to this he worked at WS Atkins PLC, latterly as Group Finance Director. A N R Carla Bailo Non-executive Independent Director Appointed to the Board 1 February 2023 Two years on the Board – Strong engineering and product management experience – Research and development background from more than 40 years in the automotive industry – International experience and extensive knowledge of US markets Current external appointments Non-executive Director of Advance Auto Parts, Inc., SM Energy Company and the Gatik Safety Advisory Council. Career experience Carla was President and CEO of the Center for Automotive Research (CAR) in the USA for five years, until 2022. Prior to joining CAR, Carla was Assistant Vice President for Mobility Research and Business Development at The Ohio State University. She spent 25 years at the Nissan Motor Company, culminating as Senior VP, R&D, Americas and Total Customer Satisfaction. Carla served as Non-executive director of EVe Mobility Acquisition Corp. until 21 February 2024. She is certified by the National Association of Corporate Directors and has a certification in cybersecurity from the Digital Directors Network. A N R E ![]() Vesuvius plc Annual Report and Financial Statements 2024 78 #### Group Executive Committee Patrick André Chief Executive Nine years with the Group For biographical details, please see the Board of Directors on page 76. Agnieszka Tomczak Chief HR Officer Six years with the Group Appointed as Chief HR Officer in October 2018. Agnieszka has over 30 years of senior leadership experience in multinational companies spanning various business sectors and industries. Prior to joining Vesuvius, she spent 12 years at ICI, which was subsequently acquired by AkzoNobel, in regional and global HR roles. Agnieszka is based in London, UK. Henry Knowles General Counsel and Company Secretary Eleven years with the Group Appointed as General Counsel and Company Secretary in September 2013. Prior to joining Vesuvius, Henry spent eight years at Hikma Pharmaceuticals PLC, a generic pharmaceutical manufacturer with significant operations in the Middle East, North Africa and the US where he held the roles of General Counsel and Company Secretary. Henry is also responsible for the Group’s Intellectual Property function. Henry is based in London, UK. Pascal Genest President, Flow Control Four years with the Group Appointed President, Flow Control in January 2021. Pascal joined the Group from GFG Alliance where he held the position of CEO Liberty Ostrava in the Czech Republic. Prior to this he was CEO of SULB in Bahrain. Pascal has 20 years’ experience working in the steel industry, mainly with ArcelorMittal. He has also worked in consulting, in private equity and in the aluminium industry. Pascal is based in London, UK. Nitin Jain President, Advanced Refractories Three years with the Group Appointed as Deputy President, Advanced Refractories on 1 July 2024. He subsequently assumed the role of President, Advanced Refractories, in January 2025. Nitin joined Vesuvius in March 2021 as Regional Vice President, Steel India and South East Asia. Prior to this he served as Managing Director India and Market Director Asia, for Imerys S.A. He has worked in leadership roles in mergers and acquisitions, operations, product management, and sales and technology, in both North America and Asia. Nitin is based in London, UK. Mark Collis Chief Financial Officer One year with the Group For biographical details, please see the Board of Directors on page 76. Karena Cancilleri President, Foundry Five years with the Group Appointed President, Foundry in October 2019. Karena joined the Group from Beaulieu International Group, where she served for six years as VP Engineered Products and latterly President Engineered Products. She has a breadth of managerial experience spanning various international leadership roles in companies such as FiberVisions, Kraton Corporation and Shell. Karena is based in London, UK. Changes to the Group Executive Committee (GEC) Richard Sykes served as President, Advanced Refractories, and as a member of the GEC throughout 2024. He retired from Vesuvius on 31 December 2024. Nitin Jain joined the GEC on his appointment as Deputy President, Advanced Refractories, on 1 July 2024.He took over as President, Advanced Refractories on 1 January 2025. Karena Cancilleri, President, Foundry, has signalled her intention to leave the Group at the end of March 2025. Manuel Delfino will be appointed President, Foundry effective 1 July 2025, following Karena Cancilleri’s departure. During the interim period between 1 April 2025 and 1 July 2025, Patrick André will take direct responsibility for the management of the Foundry Division. Manuel joined the Group in September 2003 and has since worked in both Vesuvius’ Steel and Foundry Divisions. He has worked and lived in Venezuela, Colombia, Brazil, Germany, Mexico and the US where he currently holds the position of Vice President, Flow Control North America. ![]() 79 Strategic report Governance Financial statements #### Corporate Governance Statement #### Board Report 2018 UK Corporate Governance Code The Company applied the Principles of the 2018 UK Corporate Governance Code (the ‘Code’), and was fully compliant with its Provisions, throughout the year ended 31 December 2024. A copy of the Code can be found on the FRC website at: https://www.frc.org.uk/library/standards-codes-policy/corporate-governance/uk-corporate-governance-code/ Information availability Board leadership and Company purpose The Corporate Governance Statement (‘CG Statement’) on pages 79–129 gives information on the Group’s compliance with the Principles relating to the Board’s leadership and Company purpose. More detailed information on: – The Group’s statement of purpose can be found on pages 12 and 80 – The Group’s strategy, resources and the indicators it uses to measure performance can be found on pages 9, 12 and 13, and 4, 5 and 12 and 28, 29, 35 and 36, respectively – The Group’s engagement with stakeholders and the Group’s Section 172(1) Statement is contained in the Section 172(1) Statement and stakeholder engagement section on pages 63–66 – The Group’s approach to workforce matters can be found in the Our people section on pages 55–58, with further details of the Group’s approach to employee involvement and engagement contained in the Section 172(1) Statement on pages 63 and 64 Details of the Group’s framework of controls is contained in the Audit Committee report on page 92 of the CG Statement and in the Risk, viability and going concern section on pages 69 and 70. Division of responsibilities The CG Statement describes the structure and operation of the Board. The Nomination Committee report, on pages 101 and 102, describes the process the Company conducts to evaluate the Board, to ensure that it continues to operate effectively, that individual Directors’ contributions are appropriate and that the oversight of the Chairman promotes a culture of openness and constructive yet challenging debate. Composition, succession and evaluation Details of the skills, experience and knowledge of the existing Board members can be found in the Board biographies contained on pages 76 and 77. Information on the Board’s appointment process and approach to succession planning and Board evaluation is contained in the Nomination Committee report on pages 96–102 of the CG Statement. Audit, risk and internal control Information on the policies and procedures the Group has in place to monitor the effectiveness of the Group’s Internal and External Audit functions and the integrity of the Group’s financial statements is contained in the Audit Committee report on pages 88–95 of the CG Statement, along with an overview of the procedures in place to manage risk and oversee the internal control framework. Further information on the Group’s approach to risk management is contained in the Risk, viability and going concern section of the Strategic Report on pages 67–73. The Board believes the 2024 Annual Report to be a fair, balanced and understandable assessment of the Company’s position and prospects. A description of the Audit Committee’s work in enabling the Board to reach this conclusion is contained in the Audit Committee report on page 92. Remuneration The Company’s approach to investing in and rewarding its workforce is described in the Our people section on pages 55 and 56. The Directors’ Remuneration Report section of the CG Statement describes the Group’s approach to Directors’ remuneration, including the procedure for developing policy and the Remuneration Committee’s discretion for authorising remuneration outcomes. It also includes information about the Remuneration Consultants appointed by the Remuneration Committee. Details of the linkage of the Directors’ Remuneration Policy with long-term strategy is contained on page 103 and also highlighted on pages 28 and 29, and 35 and 36 in the sections on Key Performance Indicators. The aforementioned sections are incorporated into the Corporate Governance Report by reference. ![]() Vesuvius plc Annual Report and Financial Statements 2024 80 Board leadership and Company purpose The Board is responsible for leading the Group in an efficient and entrepreneurial manner, establishing the Group’s purpose, Values and strategy, and satisfying itself that these and the Group’s culture are aligned. It focuses primarily on strategic and policy issues and is responsible for ensuring the long-term sustainable success of the Group. It also oversees the allocation of resources and monitors the performance of the Group in pursuit of this strategy. It is responsible for effective risk assessment and management of the Group’s risk profile. In performance of these duties, the Board has regard to the interests of the Group’s key stakeholders and is cognisant of the potential impact of the decisions it makes on wider society. The Company held a Capital Markets Day in November 2023 to outline the Group’s strategic objectives for the next three years, and to provide further insight into the positive long-term growth trends anticipated in the steel and foundry markets. Further information on the Group’s strategic targets can be found on page 9. The Board has identified a number of Key Performance Indicators (KPIs) which provide information on key aspects of the Group’s financial and non-financial performance. Reviewing this information assists the Board to assess progress with the execution of the Group’s strategy and to determine any remedial action that needs to be taken. Detailed information on the Group’s financial and non-financial KPIs can be found on pages 28 and 29, and 35 and 36, respectively. The Group has established a framework of controls to enable risk to be assessed and managed. Further information on this can be found in the Audit, risk and internal control section on page 87 of this Board Report. Sustainability Vesuvius recognises that lasting business success is measured not only in financial performance but in the way in which the Group deals with its customers, suppliers, business associates, employees, investors and local communities. Our sustainability strategy supports the Group’s key strategic objectives which are focused on creating a better tomorrow in a profitable and sustainable way. To drive change throughout the Group, the Board has set specific targets focused on ways in which the Group can improve its impact on our planet, our communities and our people, and improve the impact of our customers. The Board monitors these targets and oversees the output of the Sustainability Council in spearheading new activities to enhance Group performance. Further information can be found in the Strategic Report on pages 22 and 23 and in the Non-financial and Sustainability Information Statement on pages 33–62. Culture The Board monitors the corporate culture of the Group. The Group’s CORE Values – Courage, Ownership, Respect and Energy – define our behaviours across the business and are the practical representation of the culture we seek to foster, aligning with the Company’s purpose and strategy, and supporting our governance and control processes. These Values are prominently displayed at all sites. Our CORE Values are reinforced in our performance management systems, which ensure that they are firmly embedded in our day-to-day conversations and behaviours. Further detail can be found on page 59. The CORE Values are supported by the Group’s Code of Conduct which sets out the standards of conduct expected, without exception, of everyone who works for Vesuvius in any of its worldwide operations. The Code of Conduct emphasises the Group’s commitment to ethical behaviour and compliance with the law. It also covers every aspect of Vesuvius’ approach to business, from the way that the Group engages with customers, employees, its markets and each of its other stakeholders, to the safety of its employees and places of work. Everyone within Vesuvius is individually accountable for upholding these requirements. The Board seeks to ensure that the Group’s workforce policies and practices are consistent with the Group’s long-term sustainable success. Further information about these policies can be found in the Our people and A responsible company sections of the Non-financial and Sustainability Information Statement on pages 55–62. Additional information on the Group’s remuneration practices for senior managers can be found in the Directors’ Remuneration Report on pages 103–129 and the Group’s approach to diversity in the Nomination Committee Report on pages 99–101. Information on the Group’s Speak Up confidential employee concern helpline is set out on page 82. Board site visits The Directors undertook an extensive programme of site visits in 2024. A full off-site Board meeting was held in China, with Directors visiting Vesuvius’ sites in Bayuquan, Changshu, Suzhou, Yingkou and Wuhan, along with a customer site in Qian’An. In addition, the Non-executive Directors visited sites in Ghlin in Belgium, Trinec in the Czech Republic, Feignies in France, Kobe and Toyokawa in Japan, Monterrey and Ramos Arizpe in Mexico, Skawina in Poland and Chicago Heights, USA during the year. The visits provided the Board with the opportunity to meet local management, and hear firsthand about business performance, and local opportunities and challenges. During the visits the Directors were also able to interact with a cross-section of employees, from various functions and organisational levels, and at some sites ‘town hall’ meetings were held, providing the Non-executive Directors with the opportunity to engage with the workforce to hear the views of employees and answer their questions about the Company. The Directors engaged in firsthand discussions on culture and purpose, providing direct feedback to the Board on their perceptions of each site and potential areas for improvement, alongside highlighting examples of best practice that could be shared more widely. Purpose Vesuvius is a global leader in molten metal flow engineering and technology, serving process industries operating in challenging high-temperature conditions. We think beyond today to create the innovative solutions that will shape the future, delivering products and services that help our customers make their industrial processes safer, more efficient and more sustainable. In turn, we provide our employees with a safe workplace where they are recognised, developed and properly rewarded, and aim to deliver sustainable, profitable growth to provide our shareholders with a superior return on their investment. #### Corporate Governance Statementcontinued ![]() 81 Strategic report Governance Financial statements Board assessment of culture During the year, the Board’s assessment of the Group’s culture considered the Group’s: Adherence to the CORE Values Entrepreneurship Transparency Customer focus Diversity and respect for local cultures Commitment to safety The Board focused on ensuring that there was a consistent culture across the Group, underpinned by the CORE Values. During their site visits, the Directors met with local employees and assessed the extent to which the Values were understood and motivated employee behaviour. They then reported back on their individual findings. In 2024, nominations were once again sought for the Group’s peer-nominated Living the Values Awards. The Board was delighted that there were 1,260 nominations, showcasing examples of individuals and teams going the ‘extra mile’ to live the CORE Values. Members of the Group Executive Committee presented both regional and global awards as part of the process of recognising those individuals who exemplify our Values. The global awards presentation was hosted online to allow all employees to join and celebrate the examples of Vesuvius’ Values in action. As part of the Board’s rolling agenda, the Board received reports from each Business Unit President on their business strategy, new commercial initiatives and future technology trends. The Nomination Committee monitored the recruitment, development and retention of key talent across the Group to execute the Group strategy, and the Board also received reports on the key commercial achievements across the Business Units as part of regular reporting from the Chief Executive. The engagement and openness of the senior managers who presented to the Board and Committees during the year, along with the employees the Board met during site tours, ‘town hall’ meetings and formal and social engagements, was assessed in terms of the Group’s culture. These firsthand reviews were supported by the Directors’ regular review of the output of the Group’s Speak Up processes. In addition, the Audit Committee sought qualitative feedback from External and Internal Audit on how transparent/engaged managers had been during audit interactions. In 2024, the Board received detailed briefings on the Group’s key customers, and their concentration, diversity and core challenges, alongside information on the state of the Group’s markets. They also reviewed the initiatives undertaken in the Company to understand value drivers at our customers, to underpin our solutions-focused business model, and communicate the value contributed to customers by our products. The Chief Executive provided updates on key customer issues, and undertook a range of customer visits, meeting face-to-face with customers to discuss business challenges and future prospects. During the Board site visit to China in September, the Directors visited a key Steel Division customer to hear firsthand their views on the Vesuvius offering. Throughout the year, the Board also received regular updates on quality performance, with detailed analysis of any specific quality issues. In 2024, the Board met the diversity target it had set under the Board Diversity Policy, with women now occupying 44% of directorships on the Board. The Nomination Committee considered the Board’s diversity as part of the Director recruitment exercises and monitored progress with the achievement of the Group’s gender diversity target. This seeks to have 25% female representation in the Senior Leadership Group, which comprises c.150 individuals, by 2025. The Board also reviewed the results of the employee engagement survey. At each meeting during the year, the Board received an update on issues affecting the global health and well-being of the Group’s employees. As a priority the Board receives regular updates on the Group’s performance against safety targets, and reviews all Lost Time Incidents and the follow-up action taken. In addition, the Board receives biannual reports on the progress of the Group’s safety programmes. During the year, the Directors used their individual site visits to assess each site’s commitment to safety, and the Executive Directors and Group Executive Committee members’ long-term incentives include a safety target alongside other sustainability measures. A core tenet of the Group’s Sustainability initiative is a focus on ensuring the Group affords a safe working environment for all its employees. The Board has set a Group safety target of less than one Lost Time Injury per million hours worked. This equates to an average of less than two lost time work-related Lost Time Injuries or illnesses per month. The Board is encouraged to see the further excellent progress made in 2024 in reducing the rate of Lost Time Injuries to 0.52, but recognises that there is further work still to be done to reach the Group’s ultimate aim of zero accidents. ![]() Vesuvius plc Annual Report and Financial Statements 2024 82 Whistleblowing policy Speak Up All Vesuvius employees can speak up without fear of retaliation, either to Vesuvius management or via independent channels. The operation of our Speak Up policy is overseen by the Board. Details of it are provided on the internal Vesuvius website, and communicated by local language posters in all our locations. A third-party operated confidential Speak Up helpline is available 365 days per year, 24 hours per day, to anyone wishing to raise concerns anonymously or in situations where they feel unable to report directly. Details of the helpline can also be found on the Vesuvius website. This independent facility supports online reporting through a web portal and reporting by phone or by voicemail. Ensuring global accessibility, employees can speak with operators in any of our 29 functional languages. All reports received are reviewed and, where appropriate, investigated, and feedback is provided to the reporter via the helpline portal. Vesuvius’ Speak Up helpline is highlighted during internal compliance training and new joiner inductions. No Vesuvius employee will ever be penalised or disadvantaged for reporting a legitimate concern in good faith. Reports received via Speak Up channels are managed by the dedicated ethics and compliance team under the supervision of the Group Head of Compliance and our General Counsel. When received, reports are assessed for risk and category of concern. All reports are considered in line with a protocol for review, investigation, action, closure and feedback, independent of management lines where necessary, and involving senior Business Unit or HR management as appropriate. For complex issues, formal investigation plans are drawn up, and support from external experts is engaged where necessary. Feedback is recognised as an important element of the Speak Up process and we aim to acknowledge all cases within seven days of receipt. The Group monitors the volume, geographic distribution and range of reports made to the Speak Up facility to ascertain whether there are significant regional compliance concerns, or particular themes that recur, and whether this indicates that there are countries where access to this facility is less well understood or publicised. During 2024, the Board received updates on the nature and volume of reports received by the confidential Speak Up helpline, key themes emerging from these reports and the results of investigations undertaken. Further details on specific issues were provided where requested. In 2024, the Group received a total of 206 reports, of which 188 (91.3%) were submitted through the Speak Up facility and 18 (8.7%) were walk-in reports. Each one of these was reviewed and, where appropriate, investigated. Similar to prior years, a majority of these reports related to HR issues which indicated no compliance concerns, nor serious breaches of the Code of Conduct. Of the small number of reports received that contained allegations of a breach of our Code of Conduct, thorough investigations were performed and, where appropriate, disciplinary action was taken. Section 172 duties The Directors are cognisant of the duty they have under Section 172 of the Companies Act 2006 to promote the success of the Company over the long term for the benefit of shareholders as a whole, whilst also having regard to a range of other key stakeholders. In performance of its duties throughout the year, the Board had regard to these duties and remained cognisant of the potential impact on these stakeholders of the Group’s activities. Details of the Board and the Company’s engagement with stakeholders during the year can be found in the Section 172(1) Statement on pages 63–66. #### Corporate Governance Statementcontinued ![]() Division of responsibilities 83 Strategic report Governance Financial statements Company Secretary Advises the Chairman on governance, together with providing updates on regulatory and compliance matters. Supports the Board agenda with clear information flow. Acts as a link between the Board and its Committees and between the Non-executive Directors and senior management The Board Responsible for Group strategy, risk management, succession and policy issues. Sets the purpose, Values and culture for the Group. Monitors the Group’s progress against the targets set Chairman Provides leadership and guidance for the Board, promoting a high standard of corporate governance. Sets the Board agenda and chairs and manages meetings. Independent on appointment, he is the link between the Executive and Non-executive Directors Chief Financial Officer Supports the Chief Executive in developing strategic direction and works with the Board to develop and implement the Group’s strategy. Directs, monitors and manages the finance and IT functions to ensure the Company’s financial objectives are met, ensuring sound financial management and control of the Company’s business Senior Independent Director Acts as a sounding board for the Chairman, an alternative contact for shareholders and an intermediary for other Non-executive Directors. Leads the annual evaluation of the Chairman and recruitment process for the Chairman’s replacement, when required Non-executive Directors Exercise a strong, independent voice, constructively challenging and supporting the Executive Directors. Scrutinise performance against objectives and monitor financial reporting. Monitor and oversee risks and controls, determine Executive Director remuneration and manage Board succession through their Committee responsibilities. The Non-executive Directors meet at least twice a year without the Executive Directors being present Chief Executive Develops strategy for review and approval by the Board. Directs, monitors and manages the operational performance of the Company. Responsible for the application of Group policies, implementation of Group strategy and the resources for their delivery. Accountable to the Board for Group performance The Board Carl-Peter Forster Non-executive Chairman Patrick André Chief Executive Mark Collis Chief Financial Officer Carla Bailo Non-executive Director and designated Non-executive Director responsible for workforce engagement Italia Boninelli Non-executive Director and Chair of the Remuneration Committee Joined 1 June 2024 Dinggui Gao Non-executive Director Friederike Helfer Non-executive Director Eva Lindqvist Senior Independent Director Joined 15 May 2024 Robert MacLeod Non-executive Director and Chair of the Audit Committee Leavers during the year: Kath Durrant Non-executive Director and Chair of the Remuneration Committee Stepped down on 31 July 2024 Douglas Hurt Senior Independent Director and Chair of the Audit Committee Stepped down on 15 May 2024 The Chairman and Chief Executive The division of responsibilities between the Chairman and the Chief Executive is set out in writing. These role descriptions were reviewed during the year as part of the Company’s annual corporate governance review. They are available to view on the Company’s website: www.vesuvius.com. ![]() Vesuvius plc Annual Report and Financial Statements 2024 84 Audit Committee To monitor the integrity of financial reporting and to assist the Board in its review of the effectiveness of the Group’s internal controls and risk management systems Chair Robert MacLeod Membership All independent Non-executive Directors Remuneration Committee To determine the remuneration policy for the Executive Directors and set the appropriate remuneration for the Chairman, Executive Directors and senior management Chair Italia Boninelli Membership All independent Non-executive Directors Nomination Committee To advise the Board on appointments, retirements and resignations from the Board and its Committees and to review succession planning and talent development for the Board and senior management Chair Carl-Peter Forster, Chairman (except when considering his own succession, in which case the Committee would be chaired by the Senior Independent Director) Membership Chairman and the Non-executive Directors Governance Committees Finance Committee To approve specific funding and treasury-related matters in accordance with the Group’s delegated authorities or as delegated by the Board Chair Carl-Peter Forster, Chairman Membership Chairman, Chief Executive, Chief Financial Officer and Group Treasurer Administrative Committees In addition, the Board delegates certain responsibilities to a Finance Committee and Share Scheme Committee, which operate in accordance with the delegated authority agreed by the Board Share Scheme Committee To facilitate the administration of the Company’s share schemes Chair Any Board member Membership Any two Directors or any two Directors and the Company Secretary Board The Board The Board has a formal schedule of matters reserved to it and delegates certain matters to its Committees. It is anticipated that the Board will convene on seven occasions during 2025, holding ad hoc meetings to consider non-scheduled business if required. Directors’ independence The Board considers that, for the purposes of the UK Corporate Governance Code, 62.5% of the Board – five of the current Non-executive Directors (excluding the Non-executive Chairman), namely Carla Bailo, Italia Boninelli, Dinggui Gao, Eva Lindqvist and Robert MacLeod, are independent of management and free from any business or other relationship which could affect the exercise of their independent judgement. Friederike Helfer is a Partner of Cevian Capital, which continues to hold 22.71% of Vesuvius’ issued ordinary share capital (excluding Treasury shares). As a result, Friederike Helfer is not considered to be independent. The Chairman satisfied the independence criteria on his appointment to the Board. The Board and its Committees have a wide range of skills, experience and knowledge, and further details of each Director’s individual contribution in this regard can be found in their biographical information on pages 76 and 77. Board Committees The principal governance Committees of the Board are the Audit, Nomination and Remuneration Committees. Each Committee has written terms of reference which were reviewed and where applicable, updated during the year to reflect the requirements of the revised UK Corporate Governance Code. These terms of reference are available to view on the Company’s website: www.vesuvius.com. Committee composition is set out in the relevant Committee reports. No one, other than the Committee Chair and members of the Committee, is entitled to participate in meetings of the Audit, Nomination and Remuneration Committees. However, as detailed in the Committee reports, where the agenda permits, other Directors and senior management regularly attend by invitation, supporting the operation of each of the Committees in an open and consensual manner. The interactions in the governance process are shown in the schematic below. Group Executive Committee The Group also operates a Group Executive Committee (GEC), which is convened and chaired by the Chief Executive and assists him in discharging his responsibilities. During 2024, the GEC comprised the Chief Executive, Chief Financial Officer, the main Business Unit Presidents, the Chief HR Officer and the General Counsel/Company Secretary. In addition, Nitin Jain, Deputy President, Advanced Refractories, joined the GEC on 1 July 2024 in advance of his promotion to President, Advanced Refractories. The GEC met for six formal multi-day meetings and two R&D reviews during 2024. #### Corporate Governance Statementcontinued ![]() Strategy – Reviewing M&A opportunities – Receiving and reviewing reports on strategy from the Flow Control, Advanced Refractories, Foundry and Sensors & Probes Business Units – Receiving and reviewing regular reports from the CEO on the implementation of the Group’s strategic objectives, and monitoring the Group’s achievement of its cost-saving targets – Reviewing the progress of the Group’s sustainability agenda, including receiving updates on the Group’s health, safety and environmental objectives, and TCFD compliance – Participation in a two-day off-site review of strategy attended by the three main Business Unit Presidents and the Company’s key financial advisers – Receiving and considering a progress report on the Group’s R&D strategy and objectives – Receiving and considering reports on the Group’s key customers, and its purchasing, cyber, legal and compliance activities and the management of the Group’s key litigation and pension liabilities – Reviewing the Group’s capital structure, including investors’ views, and receiving reports from the Company’s brokers on market issues – Reviewing the Group’s capital expenditure, and approving material items including the Group’s warehouse expansion in Skawina, Poland Performance – Receiving regular business reports from the CEO on business highlights including the Divisions’ commercial activities, changes in the Group’s markets and procurement practices – Receiving regular reports on the Group’s financial performance against key indicators – Receiving biannual reports on progress against the Group’s sustainability targets – Receiving regular safety reports and summaries of the investigations conducted after serious safety incidents – Receiving regular reports on performance against product quality targets – Scrutinising the Group’s financial performance and forecasts – Reviewing and agreeing the annual budget and financial plans – Approving the Group’s trading updates, and preliminary and half-year results announcements Governance – Receiving regular reports from the Board Committees – Approving the launch of the Group’s second £50 million share buyback programme – Approving the new syndicated bank facility – Overseeing the process to identify new Non-executive Directors, and then approving the appointments of Italia Boninelli and Eva Lindqvist – Approving the Annual Report and Notice of AGM – Approving the payment of the interim dividend, and approving the recommendation of the payment of the final dividend subject to shareholder approval – Reviewing the Group’s internal controls, risk management practices and risk appetite, monitoring the Group’s key risks and approving the Group’s risk register – Reviewing and approving the Group’s Modern Slavery Statement – Reviewing information received through the Group’s Speak Up reporting processes, including investigation outcomes – Reviewing the Group’s external sustainability ratings and the steps being taken to ensure future compliance with CSRD, including approving the Group’s double materiality assessment – Approving the Group’s UK tax strategy – Reviewing and approving the level of fees for the Non-executive Directors – Completing an evaluation of the Board and Committees’ performance, and reviewing progress against the improvement actions identified in the 2023 Board evaluation – Reviewing the Board’s engagement with employees, including feedback from the Directors’ site visits and the results of the Group engagement survey – Receiving regular updates on corporate governance and regulatory developments, and conducting the formal annual review of the Group’s governance arrangements 85 Strategic report Governance Financial statements 2024 Board programme The Board discharges its responsibilities through an annual programme of meetings. At each of the regularly scheduled meetings, a number of standard items were considered. These included: – Directors’ duties, including those in respect of S172, and conflicts of interest – Minutes of the previous meeting and matters arising – Reports from the Chief Executive (CEO) and the Chief Financial Officer (CFO) on key aspects of the business, and from the General Counsel and Company Secretary on governance matters In 2024, the Board focused on key areas of strategy, performance and governance, including the matters outlined below: ![]() Vesuvius plc Annual Report and Financial Statements 2024 86 Information and support The Board ensures that it receives, in a timely manner, information of an appropriate quality to enable it adequately to discharge its responsibilities. Papers are provided to the Directors in advance of the relevant Board or Committee meeting to enable them to make further enquiries about any matters prior to the meeting should they so wish. This also allows Directors who are unable to attend to submit views to the relevant Chairperson in advance of the meeting. In addition to the formal Board processes, the Chief Executive provides updates on important Company business issues between meetings, and the Board is provided with regular reports on key financial and management information. The Directors also receive regular updates on shareholder matters, along with copies of analysts’ notes issued on the Company. For the distribution of all information, Directors have access to a secure online portal, which includes a reference section containing relevant background information. All Directors have access to the advice and services of the Company Secretary. There is also an agreed procedure in place for Non-executive Directors, in the furtherance of their duties, to take independent legal advice at the Company’s expense. Directors’ conflicts of interest The Board has established a formal system to authorise situations where a Director has an interest that conflicts, or may possibly conflict, with the interests of the Company (situational conflicts). Directors declare situational conflicts so that they can be considered for authorisation by the non-conflicted Directors. In considering a situational conflict, these Directors act in the way they consider would be most likely to promote the success of the Company and may impose limits or conditions when giving authorisation, or subsequently, if they think this is appropriate. The Company Secretary records the consideration of any conflict and any authorisations granted. The Board believes that the approach it has in place for reporting situational conflicts continues to operate effectively. The Board has authorised (subject to certain exceptions) any potential or actual conflicts of interest that might arise as a result of Ms Helfer’s role as a Partner of Cevian Capital AG. Board and Committee attendance The attendance of Directors at the Board meetings held in 2024, and at meetings of the principal Committees of which they are members, is shown in the table below. The maximum number of meetings in the period during which the individual was a Board or Committee member is shown in brackets. Board Audit Committee Remuneration Committee Nomination Committee % attendance 3 Chairman Carl-Peter Forster 11 (11) – – 5 (5) 100% Executive Directors Patrick André 11 (11) – – – 100% Mark Collis 11 (11) – – – 100% Non-executive Directors Carla Bailo 11 (11) 5 (5) 5 (5) 5 (5) 100% Italia Boninelli 1 6 (6) 3 (3) 3 (3) 3 (3) 100% Kath Durrant 2 6 (7) 3 (3) 3 (3) 3 (3) 94% Dinggui Gao 10 (11) 5 (5) 5 (5) 5 (5) 96% Friederike Helfer 8 (8) – – 5 (5) 100% Douglas Hurt 2 4 (5) 2 (2) 2 (2) 2 (2) 91% Eva Lindqvist 1 6 (6) 3 (3) 3 (3) 3 (3) 100% Robert MacLeod 11 (11) 5 (5) 5 (5) 5 (5) 100% 1. Eva Lindqvist and Italia Boninelli and were appointed to the Board on 15 May 2024 and 1 June 2024, respectively. 2. Douglas Hurt retired from the Board at the close of the AGM on 15 May 2024 and Kath Durrant stepped down from the Board on 31 July 2024. 3. The table reflects the number of Board and Committee meetings that the Directors could have attended during the year. Kath Durrant, Dinggui Gao and Douglas Hurt missed Board meetings arranged at short notice due to pre-existing commitments. All Directors received the papers for meetings that they missed in advance and relayed their comments to the Chairman for communication at the meeting. The Chairman and Non-executive Directors have letters of appointment which set out the terms and conditions of their directorship. An indication of the anticipated time commitment is provided in recruitment role specifications, and each Non-executive Director’s letter of appointment provides details of the meetings that they are expected to attend, along with the need to accommodate travelling time. Non-executive Directors are required to set aside sufficient time to prepare for meetings, and regularly to refresh and update their skills and knowledge. Copies of all contracts of service or, where applicable, letters of appointment of the Directors, are available for inspection during business hours at the registered office of the Company and are available for inspection at the location of the Annual General Meeting (AGM) for 15 minutes prior to and during each AGM. All Non-executive Directors have agreed to commit sufficient time for the proper performance of their responsibilities, acknowledging that this will vary from year to year depending on the Group’s activities, and will involve visiting operational and customer sites around the Group. The Chairman in particular dedicates a significant amount of time to Vesuvius in discharging his duties. #### Corporate Governance Statementcontinued ![]() 87 Strategic report Governance Financial statements Directors are expected to attend all scheduled Board and Committee meetings and any additional meetings as required. Each Director’s other significant commitments are disclosed to the Board during the process prior to their appointment and they are required to notify the Board of any subsequent changes. The Company has reviewed the availability of the Chairman and the Non-executive Directors to perform their duties and considers that each of them can, and in practice does, devote the necessary amount of time to the Company’s business. Composition, evaluation and succession Appointment and replacement of Directors The Company’s Articles of Association specify that Board membership should not be fewer than five nor more than 15 Directors, save that the Company may, by ordinary resolution, from time to time, vary this minimum and/or maximum number of Directors. Directors may be appointed by ordinary resolution or by the Board. The Board may appoint one or more Directors to any executive office, on such terms and for such period as it thinks fit, and it can also terminate or vary such an appointment at any time. The Articles specify that, at every AGM, any Director who has been appointed by the Vesuvius Board since the last AGM and any Director who held office at the time of the two preceding AGMs, and who did not retire at either of them, shall retire from office. However, in accordance with the requirements of the Code, all Directors will offer themselves for election or re-election at the 2025 AGM. The Board believes that each of the current Directors is effective and demonstrates commitment to his or her respective role. Accordingly, the Board recommends that shareholders approve the resolutions to be proposed at the 2025 AGM relating to the election and re-election of the Directors. The biographical details of the Directors offering themselves for election or re-election, including details of their other directorships and relevant skills and experience, will be set out in the 2025 Notice of AGM. The biographical details of the Directors are also set out on pages 76 and 77. Recommendations for appointments to the Board and rotation of the Directors are made by the Nomination Committee. The Nomination Committee is also responsible for overseeing the maintenance of an effective succession plan for the Board and senior management. Further information on the activities of the Nomination Committee is set out in the Nomination Committee report on pages 96–102. A comprehensive induction programme is available to new Directors. The induction programme is tailored to meet the requirements of the individual appointee and explains the dynamics and operations of the Group, and its markets and technology. The induction includes, as a minimum, a series of meetings with key Group executives, along with site visits to the Group’s key strategic sites. Further details of the induction provided for Italia Boninelli and Eva Lindqvist are set out in the Nomination Committee report on page 98. The Chairman, through the Company Secretary, continues to ensure that there is an ongoing process to review training and development needs. Directors are provided with details of seminars and training courses relevant to their role and are encouraged to attend them. External input on legal and regulatory developments impacting the business is also given, as appropriate, with specialist advisers invited to the Board and Committee meetings to provide briefings on material developments. In 2024, regulatory updates were provided as a standing item at each Board meeting in a Secretary’s Report and at each Remuneration Committee meeting in a Remuneration Update Report. Information on developments impacting the work of the Audit Committee is provided to the Committee by the Finance team and Auditors. In 2024, the Board received presentations on material topics such as the likely impact of the forthcoming EU CSRD requirements, the Remuneration Committee considered changes in guidance from key institutional governance agencies and the Audit Committee reviewed the work being undertaken to support the Company’s compliance with the forthcoming corporate reform measures which will require a Board declaration on the effectiveness of the Company’s material controls. Performance evaluation The Board carries out an evaluation of its performance and that of its Committees and individual Directors, including the Chairman, every year. Details of the evaluation conducted in 2024 can be found in the Nomination Committee report. Audit, risk and internal control The Audit Committee is responsible for ensuring that policies and procedures are in place to ensure the independence and effectiveness of the Internal and External Audit functions. It also reviews the effectiveness of the Group’s Internal and External Audit functions, in addition to monitoring the integrity of the Group’s financial and narrative statements. Further information about the work of the Audit Committee can be found in the Audit Committee report on pages 88–95. The Board is responsible for setting the Group’s risk appetite and ensuring that appropriate risk management systems are in place. The Audit Committee assists the Board in reviewing the effectiveness of the system of internal control, including financial, operational and compliance controls, and risk management systems. The Group’s approach to risk management and internal control is discussed in greater detail on pages 67–71 and the Group’s principal risks and how they are being managed or mitigated are detailed on pages 72 and 73. The Viability Statement which considers the Group’s future prospects is included on page 71. Risk management and internal control are also discussed in greater detail in the Audit Committee report. All of the independent Non-executive Directors serve on both the Audit and Remuneration Committees. They therefore bring their experience and knowledge of the activities of each Committee to bear when considering critical areas of judgement. This means that, for example, the Directors are able to consider carefully the impact of incentive arrangements on the Group’s risk profile and ensure that the Group’s Remuneration Policy and programme are structured to align with the long-term objectives and risk appetite of the Company. Remuneration The Directors’ Remuneration Report on pages 103–129 is incorporated into this Corporate Governance Report by reference. It describes the work of the Remuneration Committee in developing the Group’s policy on executive remuneration, determining Director and senior management remuneration, reviewing workforce remuneration and related policies – including ensuring that these align with the Group’s strategic objectives and culture, and overseeing the operation of the executive share incentive plans. It also includes information on the Group’s remuneration advisers. ![]() Vesuvius plc Annual Report and Financial Statements 2024 88 On behalf of the Audit Committee, I am pleased to present my first Audit Committee report, since taking over as Chair of the Audit Committee in May upon Douglas Hurt’s retirement from the Board. Douglas chaired the Audit Committee for a little over nine years and I would like to express the appreciation of the Board for Douglas’ significant contribution. The foundation of the Committee’s work is a recurring programme of activities which are defined in an annual rolling Audit Committee timetable. The Audit Committee then considers additional items as matters arise or priorities change. During the year we welcomed a new Head of Internal Audit who I interviewed as part of the recruitment process. They will continue to broaden the Internal Audit remit beyond financial matters to focus on other material Group risks. The Committee also considered the ongoing implementation of the CFO’s Finance function strategy. The strategy focuses on improving organisational design, systems, processes and controls and the quality of finance personnel, with an objective of greater cost-efficiency and improved business support. In September, the Committee received a letter from the FRC noting that, as part of its ordinary review processes, it had conducted a review of Vesuvius’ Annual Report and Accounts for the year ended 31 December 2023. The FRC noted that there were no questions or matters with respect to the report that required a response. Robert MacLeod Chair of the Audit Committee 5 March 2025 The Audit Committee comprises all the independent Non-executive Directors of the Company. Robert MacLeod was appointed Chair of the Committee on 15 May 2024, following Douglas Hurt’s retirement from the Board. Robert is a Chartered Accountant and served as Finance Director of W.S. Atkins Plc and Johnson Matthey Plc for ten years. Douglas and Robert’s backgrounds provide them with the ‘recent and relevant financial experience’ required under the Code. The Code and Financial Conduct Authority Disclosure Guidance and Transparency Rules also contain requirements for the Audit Committee as a whole to have competence relevant to the sector in which the Company operates. Vesuvius’ Non-executive Directors have significant breadth and depth of experience, both from their previous roles and from their induction and other activities since joining the Vesuvius Board. The Directors’ biographies are shown on pages 76 and 77. The Board considers that the Audit Committee as a whole has competence relevant to Vesuvius’ business sector. The Committee met five times during 2024 and once in 2025 prior to the signing of this Annual Report. The Board Chairman, the non-independent Non-executive Director, the Chief Executive, the Chief Financial Officer, and the Group Head of Internal Audit were all invited to each meeting. Other management staff attended as appropriate. Audit Committee meetings are conducted to promote an open debate; they enable the Committee to provide constructive challenge of significant accounting judgements, and guidance and oversight to management, to ensure that the business maintains an appropriately robust control environment. Between meetings, the Audit Committee encourages open dialogue between the External Auditors, the management team and the Group Head of Internal Audit to ensure that emerging issues are addressed in a timely manner. Robert MacLeod – Committee Chairman Carla Bailo Italia Boninelli (from 1 June 2024) Kath Durrant (until 31 July 2024) Dinggui Gao Douglas Hurt (until 15 May 2024) Eva Lindqvist (from 15 May 2024) The Company Secretary is Secretary to the Committee #### Audit Committee ![]() 89 Strategic report Governance Financial statements The Committee operates under formal terms of reference which were reviewed during the year and updated to reflect the implementation of the new UK Corporate Governance Code. They are available to view in the Investors/Corporate Governance/Board Committees section of the Company’s website: www.vesuvius.com. Within these terms, the Committee and its individual members are empowered to obtain outside legal or other independent professional advice at the cost of the Company. These powers were not utilised during the year. The Committee may also secure the attendance at its meetings of any employee or other parties with relevant experience and expertise should it be considered necessary. The Committee members believe that they received sufficient, relevant and reliable information throughout the year from management and the Internal and External Auditors to enable the Committee to fully discharge its responsibilities. The work of the Audit Committee is further elaborated in the remainder of this report. To monitor and assess the integrity of the financial statements of the Company, and to review any significant financial reporting issues and judgements which those statements contain: – It reviewed the integrity of the half-year and annual Financial Statements and recommended their approval to the Board – It reviewed the Preliminary and Interim Results announcements – It deliberated on and challenged reports from the Chief Financial Officer setting out: areas of judgement and/or estimation, the rationale for the accounting treatment and disclosures, the pertinent assumptions, and the sensitivities of the estimates to changes in the assumptions – It reviewed provisions held for disposal, closure and environmental costs, including the reasonableness of underlying assumptions and estimates of costs, and the quantum of any related insurance assets – It considered the Group’s outstanding litigation items, and the adequacy of provisions held in regard to these – It reviewed the External Auditors’ Reports for the half-year and year-end, on the treatment of significant issues, which provided a summary for each issue, including an assessment of the appropriateness of management’s judgements or estimates – It challenged the assumed growth rates and discount rates used for asset impairment assessments – It considered the Company’s going concern and viability statements, reviewing the nature, quantum and assessment of the significant risks to the business model, future performance, solvency and liquidity of the Group which were modelled as part of the scenarios – It advised the Board on whether the Annual Report and Financial Statements, taken as a whole, are fair, balanced and understandable and provided the information necessary for the shareholders to assess the Group’s position and performance, business model and strategy – It reviewed the management representation letters to be provided to the External Auditors by the Company in respect of the half-year and annual financial statements and recommended them to the Board for approval – It confirmed that it was content that the External Auditors had received access to all the information necessary to conduct their audit – It considered the Group’s compliance with the requirements in respect of TCFD reporting, including the assurance received regarding the sustainability KPI data – It considered the small number of recommendations made by the FRC for inclusion in the 2024 Annual Report – It reviewed the Group’s Tax Strategy, and commended the Group’s UK tax strategy to the Board for approval #### How the Audit Committee delivered on its responsibilities in 2024 Published financial information ![]() Vesuvius plc Annual Report and Financial Statements 2024 90 To review and monitor the Company’s internal financial controls and risk management processes, and monitor and review the role and effectiveness of the Company’s Internal Audit function and audit programme: – It received reports from the Internal Audit function at each meeting, summarising activity and outlining progress with the audit programme – It monitored the responses from and follow-up by management, to Internal Audit recommendations, including, where necessary, short-term mitigations and discussed any significant issues raised, the root causes for those issues and the actions being taken to resolve them – It monitored and reviewed the role and effectiveness of the Company’s Internal Audit function and audit programme, considered the resourcing of the function and approved the new Internal Audit Charter – It reviewed the resourcing and delivery of the 2024 Internal Audit plan and approved the 2025 Internal Audit plan – It considered the annual effectiveness of the Internal Audit process, receiving feedback from the CFO on the results of an internal review of the Internal Audit function and the actions proposed to further enhance the work of the function – It met with the Group Head of Internal Audit without management being present on a regular basis, and discussed a range of topics, ensuring that the function operated free from management or other restrictions – The Committee Chair participated in the process to recruit a new Group Head of Internal Audit – It received a report from the CFO on the strategy for the Finance function – It reviewed the Group’s risk management processes and internal controls, including the work undertaken to review the Group’s risk register and the results of the Group’s self-certification process – It recommended statements to be included in the Annual Report concerning the effectiveness of the Group’s internal financial controls and risk management systems – It considered the Group’s procedures for detecting fraud, and carried out a review of all alleged instances of fraud notified to the Committee – Members of the Committee met and discussed business and control matters with senior management both during Board presentations and during site visits To oversee the relationship with the external auditors including making recommendations to the Board in relation to their appointment, negotiating and agreeing the statutory audit fee and the scope of the statutory audit, approving any permitted non-audit services, reviewing the findings of their work, assessing the effectiveness of the external audit process and monitoring the external auditors’ processes for maintaining independence: – It reviewed the findings of the work of PwC (the Group External Auditors) including their key accounting and audit judgements, how any risks to audit quality were addressed and their views on interactions with senior management – It monitored the External Auditors’ independence, objectivity and effectiveness – It reviewed the findings of the FRC’s annual Audit Quality and Inspection Report of the External Auditors – It considered the External Auditors’ 2024 Audit Strategy and approved the 2024 engagement letter. It also made recommendations to the Board on the reappointment of the External Auditors and agreed the annual fees – It reviewed and approved the non-audit services provided by the External Auditors – It considered the intended rotation of the External Audit Partner following the completion of the 2024 audit and, having noted that the Chair of the Committee had met with the proposed candidate, and having concluded that the individual exhibited the appropriate skills and independence to fulfil the role, approved the appointment of the new Audit Partner – It reviewed the effectiveness of the External Audit process, receiving feedback from management on the results of an internal review of the External Audit process and the areas identified for further improvement – It met with the External Auditors without management being present on a regular basis #### How the Audit Committee delivered on its responsibilities in 2024 Risk management and internal control External Audit #### Audit Committeecontinued ![]() 91 Strategic report Governance Financial statements Significant issues and material judgements The Committee considered the following significant issues in the context of the 2024 Financial Statements. It identified these areas to be significant, taking into account the level of materiality and the degree of judgement exercised by management. The Committee resolved that the judgements and estimates made on each of the significant issues detailed below were appropriate and acceptable. Impairment of goodwill The 2024 year-end carrying value of goodwill was tested against the current and planned performance of the CGUs. The Committee considered the Board-approved medium-term business plans and terminal growth assumptions, and the discount rates used in the assessments. Relevant sensitivities using reasonably possible changes to key assumptions were evaluated. The detailed assumptions are provided in the Group Financial Statements. Given that the models indicated, even with the application of reasonable sensitivities to the assumptions, that there remains significant headroom between the Value in Use and the carrying value, the Committee concurred that no goodwill impairment charges were required. Cost reduction programme expenses In 2023, Vesuvius announced a multi-year cost reduction programme. The Committee reviewed the nature and materiality of the expenses being incurred to achieve targeted cost savings. The Committee also considered disclosure of similar expenses by other companies. The Committee agreed that disclosure of these expenses as a separately reported item will provide useful information, assisting users in better understanding the underlying financial performance in the periods when the programme costs are incurred or making projections of future results. The Committee agreed with this classification of expenses and considers the disclosure in the Annual Report to be appropriate. Provision for wastewater treatment in respect of disused mines In 1999, the Group acquired Premier Refractories which owned a disused clay mine in the United States. In 2018, wastewater containing pollutants was discovered and in 2022 a water treatment facility was installed. There is judgement to determine both the annual expected treatment cost and the period over which the cost will continue to be incurred. The Committee reviewed the reassessment of expected water treatment costs performed by the Company in 2024. The Committee also considered the period over which water treatment costs are expected to be incurred. After consideration and challenge, and having reviewed the analysis of expected operations by the Company, the Committee is satisfied that there are appropriate levels of provisions set for committed water treatment costs and that adequate disclosure has been made. The Committee also reviewed the nature and materiality of costs arising from the reassessment of the provision. The Committee agreed that disclosure of the costs arising from the increase in provision as a separately reported item will provide useful information, assisting users in better understanding the underlying financial performance of the Company. The Committee agreed with this classification of costs arising from the increase of the provision and considers the disclosure in the Annual Report to be appropriate. Other provisions The Committee continues to monitor the implications of a number of potential exposures and claims arising from litigation, product quality, employee disputes, restructuring, environmental matters, tax disputes and indemnities or warranties outstanding for disposed businesses. After due consideration and challenge, and having considered legal advice obtained by the Company, the Committee is satisfied that there are appropriate levels of provisions set aside to settle third-party claims and disputes, and that adequate disclosure has been made. Report to the Board on how the Committee has discharged its responsibilities. Arrange for periodic reviews of its own performance and review its constitution and terms of reference to ensure it is operating effectively and recommend any changes it considers necessary to the Board for approval: – It reviewed the forthcoming changes to the UK Corporate Governance Code with respect to the requirement for Companies to make a declaration of the effectiveness of the businesses’ material controls and the assurance undertaken of those controls as at the balance sheet date, and the actions being taken to prepare for this requirement – It approved amendments to its terms of reference and monitored developments in corporate governance that were likely to impact the future work of the Committee, including the development of the UK Government’s plans to augment the regime on internal control and assurance – It conducted an evaluation of its performance and effectiveness – It reported to the Board on the outcomes of Audit Committee meetings Governance #### How the Audit Committee delivered on its responsibilities in 2024 ![]() Vesuvius plc Annual Report and Financial Statements 2024 92 Fair, balanced and understandable reporting The Committee considered all the information available to it in reviewing the overall content of the Annual Report and Financial Statements and the process by which it was compiled and reviewed, to enable it to provide advice to the Board that the Annual Report and Financial Statements are fair, balanced and understandable. The Committee was satisfied that it could recommend to the Board that the Annual Report and Financial Statements are fair, balanced and understandable. Risk management and internal controls Risk management is inherent in management’s thinking and is embedded in the business planning processes of the Group. The Board has overall responsibility for establishing and maintaining a system of risk management and internal control, and for reviewing its effectiveness; the Audit Committee assists the Board in reviewing the effectiveness of the Group’s system of internal control, including financial, operational and compliance controls, and risk management systems. Committee members participated in this Board review of existing risks and ongoing mitigating actions. The review continued to focus on emerging risks and well as existing ones across all of the Group’s markets, trading and other activities. Following this process, the Group’s principal risks and uncertainties were confirmed to remain appropriate and were therefore unchanged in 2024. The Committee considered the Company’s going concern statement and challenged the nature, quantum and effects of the combination of the unlikely but significant risks to the business model, future performance, solvency and liquidity of the Group. These were all modelled as part of the scenarios and stress testing undertaken to support the Viability Statement. As part of this review, the Committee considered the Group’s forecast funding requirements over the next three years and analysed the impact of key risks faced by the Group with reference to the Group’s debt covenants; these included stress testing for a significant business downturn, business interruption due to an unplanned loss of a key plant and the impact of significant supply chain disruption. The Committee noted that the Group’s debt headroom was sufficient to accommodate the modelled stress scenarios. As a result of its review, the Committee was satisfied that the going concern statement and Viability Statement had been prepared on an appropriate basis. The 2024 going concern statement and the 2024 Viability Statement are contained within the Risk, viability and going concern section on page 71. The key features of the Group’s internal control system, which provides assurance on the accuracy and reliability of the Group’s financial reporting, are detailed in the Risk, viability and going concern section on page 70. During 2024, the Committee considered the process by which management evaluates internal controls across the Group. PwC reports if there are any significant control deficiencies identified during the course of their audit, with no such deficiencies reported in 2024. The Group is made up of several large operating units, but also many small units in geographically diverse locations. Consequently, segregation of duties, overlapping access controls on systems and remote management oversight can give rise to control vulnerabilities and fraud opportunities. The Group continues to move towards greater harmonisation of its ERP landscape and a shared services model for financial transactions which is expected to enhance the overall internal control environment in the smaller operating units. The Group undertakes a range of activities to mitigate the risk of fraud. This framework is regularly reviewed to determine areas for improvement. Reducing the risk of fraud remains one of the key areas of focus for Group Internal Audit. Any control issues identified by management locally or as a result of the work performed by Group Internal Audit are escalated as appropriate. Group Internal Audit rates all control issues they identify in terms of their significance and agrees remediation plans with the management of the auditee and an action owner, in each case establishing a target date for remediation. For significant issues, management at all levels within the Business Unit are engaged to agree the actions and remediation dates. The status of the remediation is monitored in the Internal Audit system and overdue issues are escalated appropriately with management and are reported at Audit Committee meetings. Where a specific audit identifies multiple issues, or where issues arise on the progress of remediation activities, the Audit Committee continues to challenge management to identify root causes and ensure that the right organisational structure and people are in place to address issues effectively. The Board is responsible for the oversight and monitoring of the Group’s Speak Up helpline, but the Audit Committee monitors any complaints received by the Company regarding fraud, accounting, internal accounting controls and auditing matters. During the year it reviewed the investigations being undertaken in relation to allegations of fraud and those implicated in them, as well as the action subsequently taken to implement changes to the Company’s practices and procedures to prevent any repetition. Each year, the senior financial, operational and functional management of the businesses self-certify compliance with Group policies and procedures for the areas of the business under their responsibility and confirm the existence of adequate internal control systems throughout the year. The Committee reviews any exceptions noted in this bottom-up exercise. After considering these various inputs, the Committee was able to provide assurance to the Board on the effectiveness of internal financial control within the Group, and on the adequacy of the Group’s broader internal control systems. #### Audit Committeecontinued ![]() 93 Strategic report Governance Financial statements Internal Audit The Group’s Internal Audit function operates on a global basis through professionally qualified and experienced individuals. The team reports to the Group Head of Internal Audit, who in turn reports directly to the CFO and the Chair of the Audit Committee. The Company has appointed a new Group Head of Internal Audit, who joined Vesuvius in September 2024. The Committee received, considered and approved the 2024 Internal Audit plan which was constructed using a risk-based approach to cover the Group’s control environment. The plan was based on the premise that all operating units are audited at least once every three to four years, and each of the large operating entities located in Germany, the US, China, Mexico and Brazil are audited on an annual basis. Throughout 2024, Internal Audit continued to perform a programme of audits focusing on internal financial controls and key compliance topics, alongside audits with a focused scope aligned to the principal risks. In total, five categories of audit were conducted: – Financial controls audits – Compliance audits – Focused audits (contract audits, capex projects, IT procurement, sustainability reporting, revenue and service contracts) – IT audits – Follow-up audits The majority of the 32 audit assignments undertaken in 2024 (2023: 35) focused on financial controls. The Committee received a report from the Group Head of Internal Audit at each of its meetings detailing progress against the agreed plan, and key trends and findings. An update on the progress made towards mitigating open issues was also given. Common themes emerging from Internal Audit reports coupled with Internal Audit and management’s assessment of risk have informed the development of the 2025 Internal Audit plan. The 2025 plan also continues to include audits related to the Group’s principal risks. Internal Audit monitors the progress made on the resolution of identified issues, and meetings continue to be held with each Business Unit President to ensure that engagement on the resolution of those issues is clearly understood at all levels of the business and responsibility for remediation has been appropriately assigned. The results are communicated to the Audit Committee which also involves senior management as necessary to provide an update against any high-priority actions. Internal Audit undertakes follow-up reviews as required. In situations where audit findings require longer-term solutions, the Audit Committee oversees the process for ensuring that adequate mitigating controls are in place. At the end of the year the CFO also conducted an internal review of the effectiveness of the Internal Audit function. Having considered the work of the Internal Audit function during 2024, including progress against the 2024 Internal Audit plan, the quality of reports provided to the Committee, and the results of the review of the function’s effectiveness, the Committee concluded that the Group Internal Audit function operated effectively during 2024, exhibiting an appropriate level of independence and challenge. External Audit Auditors’ appointment In 2017, the Company appointed PricewaterhouseCoopers LLP (‘PwC’) as External Auditors to the Company and the Group, and Mazars LLP (‘Mazars’) to audit the non-material entities within the Group. Darryl Phillips serves as the PwC audit partner responsible for the Group audit, a role he assumed following the completion of the 2020 half-year review. In accordance with the usual time frame for Audit Partner rotation, Darryl will be stepping down from the role following the completion of the 2024 year-end audit, and will be replaced by Linda Kempenaar. Under the Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order, the Audit Committee is required to report in which year the Company proposes to complete a competitive tender process in respect of the statutory External Auditor, and the reasons why the proposed year for the competitive tender process is in the best interests of the shareholders. In compliance with the Order, the Audit Committee confirms that a competitive tender process for the appointment of a statutory auditor will, subject to satisfactory annual reviews of the effectiveness of the External Auditors and its costs in the intervening period, be conducted later this year or next year with a view to recommending the appointment of a new statutory auditor or the reappointment of the incumbent auditor, for the financial year ending December 2027. The Audit Committee believes that conducting a competitive tender process for the appointment of a new statutory auditor for the financial year ending December 2027 will allow enough time to ensure any successor firm would be independent on appointment, and in the best interests of the shareholders. ![]() Vesuvius plc Annual Report and Financial Statements 2024 94 2024 Audit plan During the year the Committee evaluated the PwC Group audit scope for 2024. The year-end audit plan was based on agreed objectives, with the audit focused on areas identified as representing significant risk and requiring judgement. In order to manage costs, and ensure that the Group maintains audit relationships outside the ‘Big 4’, Mazars undertakes some of the Group audit work under the direction of PwC. It is principally responsible for the statutory audits of the non-material Group subsidiaries, but it also undertook specific audit procedures for certain component entities that were within PwC’s Group audit scope in 2024. PwC maintained an ongoing dialogue with the Audit Committee throughout the year, providing regular updates, including commentaries on significant issues and its assessment of consistency and appropriateness in the judgements and estimates made by management. Private sessions were held with PwC without management being present. PwC confirmed that its work had not been constrained in any way and that it was able to exercise appropriate professional scepticism and challenge throughout the audit process. The Chairman of the Audit Committee met on a number of occasions with PwC to monitor the progress of the audit and discuss questions as they arose. The Independent Auditors’ Report provided by PwC on pages 139–146 includes PwC’s assessment of the key audit matters. These key audit matters are discussed in the significant issues and material judgements comments above. The report also summarises the scope, coverage and materiality levels applied by PwC in its audit. As part of the audit planning process and based on a detailed risk assessment, the Committee agreed a materiality figure of £9.1m for Group financial reporting purposes which is 7% higher than last year (£8.5m) and is based on 5.0% of three-year average profit before tax adjusted for non-recurring separately reported items. Importantly, much lower levels of materiality are used in the audit fieldwork on the individual businesses across the Group and these lower figures drive the scope and depth of audit work. Any misstatement at or above £0.45m was reported to the Committee. There were no significant changes this year to the coverage of the audit which stood at 73% of the Group’s revenue and 88% of the Group’s profit before tax. This coverage was considered to be sufficient by the Committee. The audit coverage is reflective of the long tail of smaller businesses within the Group that individually are not ‘material’ to the Group result. The PwC audit fee approved by the Audit Committee was £2.3m. This was constructed bottom-up on a local currency basis and was assessed in light of the audit work required by the agreed materiality level and scope. The fee agreed with Mazars for the audit of the non-material entities and three material entities was £1.1m, resulting in a combined audit fee for 2024 of £3.4m, compared with £3.3m in 2023. Independence and objectivity The Committee is responsible for safeguarding the independence and objectivity of the External Auditors in order to ensure the integrity of the External Audit process. It is responsible for the implementation and monitoring of the Group’s policies on External Audit, including the policy on the employment of former employees of the External Auditors, and the policy on the provision of non-audit services by the External Auditors. To assist with its assessment of independence, the Committee also sought regular confirmation from the incumbent External Auditors during 2024 that they considered themselves to be independent of the Company in their own professional judgement, and within the context of applicable professional standards. It assessed the work of the External Auditors, reviewing compliance against the non-audit services policy and reviewed the details of the non- audit services provided by the External Auditors and associated fees. As a result of its review, the Committee concluded that the External Auditors remained appropriately independent. Non-audit services Vesuvius operates a policy for the approval of non-audit services. A copy of the current policy is available to view in the Audit Committee section of the Investors/Corporate Governance pages of the Company’s website: www.vesuvius.com. The use of the External Auditors for the provision of non-audit services is strictly prohibited except for specific permitted audit-related services. These comprise: Category 1 services which the External Auditors are obliged to perform due to law or regulation, such as regulatory and solvency reports; and Category 2 services which could be provided by others (albeit there are typically significant efficiencies to be had when done in combination with the audit, such as interim reporting). An annual budget for the additional Category 2 service fees proposed to be paid to the External Auditors in the following year is presented for pre-approval to the Audit Committee each year. Audit Committee approval is required for expenditure in excess of this approved budget. All audit-related and permissible non-audit services proposed to be carried out for any Group company worldwide by the External Auditors must be pre-approved before an engagement is agreed. Pre-approval must be obtained from the Chief Financial Officer, who will confirm that the Audit Committee has approved the engagement. Any assignment proposed to be carried out by the External Auditors must also have been cleared by the External Auditors’ own internal pre-approval process, to assess the firm’s ethical ability to do the work. In 2024, the fees for non-audit services payable to PwC amounted to £0.2m (2023: £0.2m). The 2024 fees represent payment for assurance services related to the review of the Group’s half-year financial statements, quarterly reviews and tax form audits in India (as required by regulation) and Mexico, and subscription to the PwC knowledge database. These are services where it was considered most efficient to use PwC because of their existing knowledge of the business or because the information required was a by-product of the audit process. In each of the past four years the non-audit-related fees have represented <9% of the statutory audit fees. #### Audit Committeecontinued ![]() 95 Strategic report Governance Financial statements Effectiveness of the External Audit process The Committee and the Board are committed to maintaining the high quality of the External Audit process. Each year the Committee carries out a formal assessment of the performance of the External Auditors in carrying out their work and of the audit process in general. Input into the evaluation in 2024 was obtained from management and other key Company personnel, members of the Audit Committee and the External Audit team. The review focused on the External Auditors’ mindset and culture, skills, character and knowledge, and the quality of its controls, as set out in the guidance for audit committees prepared by the FRC. The evaluation of the External Auditors included the following steps: – A survey of key finance and non-finance stakeholders – A commentary-based survey of Audit Committee members focused on their experience of working with PwC – A review of other external evidence on PwC audit quality (e.g. a report on PwC by the FRC) – Discussions with PwC and key finance and non-finance personnel The quality of the audit team, their audit approach, technical expertise and independence were all positively rated along with their communication of issues and findings. Debrief meetings were held at a local level to discuss the 2023 audit, and to constructively share feedback that would facilitate further improvements to the audit planning for the 2024 audit. A set of Audit Quality Indicators for the 2024 audit were agreed with PwC. Fulfilment of these will be monitored by the Committee. Reappointment of PwC The Committee is responsible for making recommendations to the Board in relation to the appointment, reappointment and removal of the External Auditors. In undertaking this duty, the Committee takes into consideration a number of factors concerning the External Auditors and the Group’s current activity, including: – The results of its most recent review of the effectiveness of the Auditors – The results of its review of the independence and objectivity of the Auditors, particularly in light of the provision of non-audit services – Its ability to coordinate a global audit, working to tight deadlines – The cost competitiveness of the Auditors in relation to the audit costs of comparable UK companies – The tenure of the incumbent Auditors – The periodic rotation of the senior audit management assigned to the audit of the Company – External reviews of the performance and quality of the Auditors, including: – The annual report issued by the Audit Quality Review team of the Financial Reporting Council on the work of the Auditors – The Auditors’ own annual Transparency Report Having considered the aforementioned factors, the Committee recommended to the Board that PwC be reappointed. It confirms that its recommendation is free from the influence of any third party and that there are no contractual restrictions on the choice of auditors. A resolution proposing the reappointment of PwC will be included in the Notice of AGM for 2025. Statement of compliance with the Competition and Markets Authority (CMA) Order The Committee considers that the Company has complied with the Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014 (Article 7.1), published by the CMA on 26 September 2014, including with respect to the Audit Committee’s responsibilities for agreeing the audit scope and fees and authorising non-audit services. Audit Committee evaluation The Audit Committee’s performance was evaluated as part of the Board and Committee performance evaluations performed by the Company Secretary, which are further described in-depth on pages 101 and 102. The review concluded that the Committee continued to operate effectively, with an appropriately diverse membership, access to good quality information and well-prepared agenda. The quality of discussion was highly rated, with a good level of engagement and open discussion. The execution of a smooth transition to the new Chair was also positively noted. It was agreed that the Divisional Finance VPs would be invited to present at future meetings to enhance the work of the Committee, and that priorities for the Committee in 2025 would include supporting the CFO in the implementation of the Finance function strategy and working with the new Group Head of Internal Audit to further enhance the work of the Internal Audit function. On behalf of the Audit Committee Robert MacLeod Chair, Audit Committee 5 March 2025 ![]() Vesuvius plc Annual Report and Financial Statements 2024 96 Carl-Peter Forster – Committee Chairman Carla Bailo Italia Boninelli (from 1 June 2024) Kath Durrant (until 31 July 2024) Dinggui Gao Friederike Helfer Douglas Hurt (until 15 May 2024) Eva Lindqvist (from 15 May 2024) Robert MacLeod The Company Secretary is Secretary to the Committee #### Nomination Committee Dear Shareholder, In 2024, the Committee’s focus on Board recruitment continued, with Eva Lindqvist joining at the AGM to replace Douglas Hurt as Senior Independent Director, and Italia Boninelli appointed in June to take over from Kath Durrant as Chair of the Remuneration Committee in July. The Committee also continued to spend time in 2024 on senior management development and succession planning, particularly with respect to the changes in membership of the Group Executive Committee. The Committee monitored the turnover, diversity and promotional potential of staff reporting to members of the GEC, and considered the Group’s wider talent management programme. It reviewed the talent distribution and diversity in the Group’s senior and middle management, and the challenges and opportunities for the Group’s talent pipeline. In addition, the Committee reviewed progress with the Group’s diversity initiatives, noting the positive progress made in attracting more women to join the Group. Yours sincerely Carl-Peter Forster Chairman, Nomination Committee 5 March 2025 Role and responsibilities The Nomination Committee’s foremost priorities are to ensure that the Company has the best possible leadership and that plans are in place for orderly succession to both the Board and Group Executive Committee positions. The Committee ensures that the procedure for the selection of potential candidates for Board appointments – either as an Executive Director or independent Non-executive Director – is formal, rigorous and transparent, and undertaken in a manner consistent with best practice. It also ensures that the Board is composed of individuals with the appropriate drive, abilities, diversity and experience to lead the Company in the delivery of its strategy, and that appointments are made on merit, against objective criteria, with due regard for the benefits of gender, social, ethnic and cognitive diversity, and personal strengths. The Committee is composed solely of Non-executive Directors and is chaired by the Chair of the Board. The Chief Executive and Chief HR Officer attend all scheduled meetings of the Committee. Members’ biographies are set out on pages 76 and 77. The Committee met five times during the year. It operates under formal terms of reference, a copy of which is available on the Group’s website at: www.vesuvius.com/en/investors/corporate- governance/committees.html. The Committee and its members are empowered to obtain outside legal or other independent professional advice at the cost of the Company in relation to its deliberations. These rights were not exercised during the year. The Committee may also secure the attendance at its meetings of any employee or other parties it considers necessary. Board composition The Committee keeps the current and future membership needs of the Board and its Committees under continual review. The independence and diversity of the Board, along with the Company’s ongoing compliance with the Board Diversity Policy, and the requirements of the UK Listing Rules as they pertain to the Committee, are also examined as part of the Group’s annual corporate governance review. Whilst the Board recognises that over time the proportion of female Directors may fluctuate naturally as Board members retire and new Directors are appointed, the Board will always seek to review a diverse list of candidates for any Board position. Having taken into account the structure, size and composition of the Board, along with prospective retirements of Board members, the Committee sought to recruit additional resource for the Board and its Committees in 2024. ![]() 97 Strategic report Governance Financial statements – It reflected on the balance of skills, knowledge and experience of the current Directors and compared this to the list of key skills the Board assesses are needed to support the delivery of the Company’s strategy – It reviewed the membership needs of the Board and its Committees, considering the existing tenure and the prospective rotation and retirement of Board members – It recommended to the Board that Eva Lindqvist be appointed as a new Non-executive Director – It appointed Spencer Stuart to undertake a search for a new Non-executive Director, to take over the role of Chair of the Remuneration Committee from Kath Durrant on her retirement from the Board – It considered and interviewed potential candidates, including assessing whether individuals had the appropriate time available to commit to the roles, before making final recommendations on the appointment of the preferred candidate, Italia Boninelli, to the Board – It ensured, in line with good governance, that the Committee continued to review succession processes for the Group’s Executive Directors – It maintained oversight of the changes to membership of the GEC during the year, reviewing talent development and succession proposals for the resourcing of vacant roles going forward – It undertook an in-depth review of the talent management programme for the Group’s senior and middle management, considering the promotional potential of these individuals, and the diversity and level of turnover in this group – It reviewed the Board and senior management succession plans, focusing particularly on any gaps in these and the action being undertaken to ensure these are filled on a timely basis – It reviewed the Group’s wider talent pipeline, including the methods used to identify and develop talent across the Group – It participated in the Board’s evaluation of its performance, reviewing the Committee’s performance and effectiveness during 2024, including evaluating the contribution of each Non-executive Director and whether they continued to be able to allocate sufficient time to fulfil their duties – It reviewed the diversity of the Group’s employees, with a focus on gender diversity and the range of nationalities represented in the Senior Leadership Group – It reviewed the Group’s progress in achieving its diversity targets, noting the actions being taken to improve the Group’s diversity, particularly the number of women employed throughout the Group – It approved the Nomination Committee report for publication in the Annual Report – It reviewed the Committee’s terms of reference and recommended to the Board a minor change to reflect the updated UK Corporate Governance Code Board composition Succession planning and senior management development Committee evaluation Diversity Governance #### How the Nomination Committee delivered on its responsibilities in 2024 ![]() Vesuvius plc Annual Report and Financial Statements 2024 98 Requirement – The Committee sought to recruit a new Remuneration Committee Chair. Areas covered: Provided by: Vesuvius’ purpose, strategy, customer and supplier landscape and strategic priorities Attending the Group’s June Strategy meetings and further one-to-one sessions with the CFO, BU Presidents, VP Business Development and Chief Digital Officer Business operations and culture Vesuvius Technical/Product Training, site visits to operations and a customer in China with the Board, and to Skawina in Poland Financial position and performance, risk management, tax and treasury matters CFO, External Audit Partner, Company Broker, Head of Investor Relations, Global Shared Services Manager, Group Head of Tax, Group Treasurer People management and Executive compensation strategy Chief HR Officer, External Remuneration Adviser Health and safety and sustainability strategy VP Sustainability, provision of policies/procedures, access to past Board sustainability presentations Corporate governance, Board operations, legal and regulatory matters General Counsel/Company Secretary, Compliance Director #### Remuneration Committee Chair appointment process #### Italia Boninelli and Eva Lindqvist’s induction programmes The global specialist search consultant, Spencer Stuart, was retained to assist with the search. Spencer Stuart has adopted the Voluntary Code of Conduct addressing gender diversity and best practice in search assignments. It does not have any other connection with the Group, other than in respect of management recruitment work undertaken as part of normal trading activities. A candidate specification was prepared taking into consideration the balance of skills, knowledge and experience of the existing Directors, the diversity of the Board, the independence of continuing Board members, and the ongoing requirements and anticipated strategic developments of the Group. A candidate was sought with experience serving on the Remuneration Committee of a listed UK company. Spencer Stuart identified potential candidates and produced a diverse longlist for consideration. A shortlist was drawn up, based upon the objective criteria identified at the beginning of the process and these candidates were invited for interview with the Chairman. The preferred candidates then met with other members of the Board. Italia Boninelli was then identified as the lead candidate, and detailed external references were taken up. Italia demonstrated that she had sufficient time available to devote to the role and the Committee confirmed that there were no potential conflicts of interest. The Committee made a formal recommendation to the Board for the appointment of Italia, and the Board approved the appointment. A comprehensive induction programme was put in place. Italia was given access to past Board and Committee papers, and she attended the Board’s June Strategy meetings where she received immersive insight into the Group’s strategy for its global businesses. She also attended the whole Board’s visits to the Group’s operations in China in September. A programme of formal meetings with senior executives was also set up to ensure that she was quickly able to assimilate additional fundamental information about the business and the Group’s operations. Brief Search considerations Review Selection Appointment Induction #### Nomination Committeecontinued ![]() 99 Strategic report Governance Financial statements Diversity The Group’s policy on Diversity and Equality outlines Vesuvius’ commitment to encouraging a supportive and inclusive culture among its global workforce, promoting diversity and eliminating any potential discrimination in our work environment. (See the Policy summary on page 57.) Vesuvius’ Board Diversity Policy explains how this commitment manifests in relation to the Board. Vesuvius recognises the value of a diverse and skilled workforce and is committed to creating and maintaining an inclusive and collaborative workplace culture that will provide sustainability for the organisation into the future. We believe that the dedication and professionalism of our people is the most significant contributor to our success. Having a balance of cultures, ethnicities and genders helps to promote innovation, creativity and engagement. The diversity of our senior management cadre and employees is one of the core strengths of the Group. (See page 57 for further information about the Group’s approach to diversity.) The Nomination Committee considers the Group’s progress in implementing the Group’s diversity policy each year and the achievement of the Group’s diversity targets. Across the Group in 2024, 15% of our workforce were women, which is no change versus 2023. The Group has set a target of ensuring that 25% of the Senior Leadership Group of the Company (which comprises c.150 individuals) are female by 2025. This KPI has been incorporated into the long-term incentives of our senior management. The number of women in the Senior Leadership Group increased slightly to 21% in 2024 (2023: 20%), but is still disappointingly well below target. Each of the Group’s four Business Units has put in place strategies to enhance gender diversity. As at 31 December 2024, the gender balance of the Group’s employees was as follows: Female Male Gender not available 1 Total Female Male Group Executive Committee members 2 6 8 25% 75% Leadership roles reporting to members of the GEC 12 41 53 23% 77% Senior Managers 2 14 47 61 23% 77% All other employees 1,659 9,410 3 11,072 15% 85% Vesuvius employees 1,673 9,457 3 11,133 15% 85% Directly supervised contractors 83 324 2,175 2,582 Vesuvius employees and directly supervised contractors 1,756 9,781 2,178 13,715 Senior Leadership Group 3 32 121 153 21% 79% 1. The Group had 2,582 directly supervised contractors who were contracted through third parties and for whom the Group does not hold detailed employment records. 2. Senior Managers comprise Group Executive Committee members plus key leadership roles reporting directly to members of the Group Executive Committee. 3. The Senior Leadership Group comprises the 153 most senior managers in the organisation. Senior management development and succession The Committee’s succession planning activities also encompass the senior management levels immediately below the Board, aiming to support and encourage the growth of a pool of talent able to step up to the Group’s top roles. As a matter of routine, the Committee is informed of changes in personnel amongst Senior Managers and the Committee maintained oversight of the changes to membership of the Group Executive Committee throughout the year. The Committee considers succession plans for each member of the GEC. It assesses the availability of candidates who could cover the roles on a short-term contingency basis should the need arise, along with the pool of medium-term and long-term talent available for future development into specific roles. It monitors the level of turnover and diversity in the broader management group, along with the balance of internal promotions and external appointments into these roles. During 2024, it monitored succession plans for members of the GEC, and examined the Group’s talent management processes and how the senior and middle management cadres were performing – all aimed at ensuring the Group has a pipeline of experienced and talented managers to succeed to roles at the highest level of the business. In this process, the Committee focused both on the bench strength in key skills and expertise, as well as the talent pipeline in critical geographies. The Committee also considered the level of turnover in the senior and middle management tiers and the challenges and opportunities for developing and retaining an appropriate talent pool. ![]() Vesuvius plc Annual Report and Financial Statements 2024 100 Board diversity A large part of the work of the Nomination Committee focuses on ensuring that the Board and its Committees have the appropriate range of diversity, skills, experience, independence and knowledge of the Company and the markets in which it operates, to enable them to discharge their duties and responsibilities effectively. The Board Diversity Policy confirms the Group’s commitment to maintaining a diverse Board, while continuing to appoint candidates based on merit. We continue to look at diversity in its broadest sense – reflected in the range of backgrounds and experience of Board members who are drawn from different nationalities and have managed a variety of complex global businesses. The Nomination Committee recognises that diversity is a key ingredient in creating a balanced culture for open discussions at Board level and in minimising ‘groupthink’. All independent Non-executive Directors serve on the Audit and Remuneration Committees, and the Chairman and all the Non-executive Directors serve on the Nomination Committee, so the diversity of the Board’s principal Committees reflects the diversity of our Non-executive Directors. The Nomination Committee therefore considers the diversity of the Non-executive Directors as a stand-alone cadre, as well as the diversity of the Board as a whole, when considering recruitment to the Board. In 2023, the Board set a target for at least 40% female Board membership, with at least one of the senior Board positions (Chair, CEO, SID or CFO) to be held by a woman by the end of 2024. As at 31 December 2024, women made up 44% of the Directors (versus 33% as at 31 December 2023), and one of the senior Board positions (SID) was held by a woman. In addition, one of the Directors (11%) identified as having an Asian heritage, and another Director (11%) identified as having a mixed-race heritage, with no changes in these numbers since 31 December 2024. Currently, seven Directors hold citizenship outside the UK. Women made up 60% of the membership of the Audit and Remuneration Committees as at 31 December 2024 (40% in 2023), and 57% of the membership of the Nomination Committee (43% in 2023). There have been no changes in the constitution of the Board or its Committees between 31 December 2024 and the date of this report. As at 31 December 2024, the gender balance of the Directors and members of the Group Executive Committee was as follows: Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, SID and Chair) Number in Group Executive Committee Percentage of Group Executive Committee Men 5 56% 3 6 75% Women 4 44% 1 2 25% Not specified/prefer not to say – – – – – The data for this table was collected by asking individuals to self-report against the categories displayed. As at 31 December 2024, the ethnic background of the Directors and members of the Group Executive Committee was as follows: Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, SID and Chair) Number in Group Executive Committee Percentage of Group Executive Committee White British or other White (including minority-white groups) 7 78% 75% 6 74% Mixed/Multiple ethnic groups 1 11% 25% 1 13% Asian/Asian British 1 11% – 1 13% Black/African/Caribbean/Black British – – – – – Other ethnic group – – – – – Not specified/prefer not to say – – – – – The data for this table was collected by asking individuals to self-report against the categories displayed. As at 31 December 2024, the gender balance of the Directors serving on the Audit, Remuneration and Nomination Committees was as follows: Number of Audit and Remuneration Committee members Percentage of the Audit and Remuneration Committee Number of Nomination Committee members Percentage of the Nomination Committee Men 2 40% 3 43% Women 3 60% 4 57% Not specified/prefer not to say – – – – The data for this table was collected by asking individuals to self-report against the categories displayed. #### Nomination Committeecontinued ![]() 101 Strategic report Governance Financial statements Board evaluation The Board carries out an evaluation of its performance in the last quarter of each year. This year’s evaluation was overseen by the Chairman, and after a number of years’ external facilitation by the corporate advisory firm, Lintstock, was internally facilitated by the Company Secretary. Each evaluation was conducted via a series of targeted questionnaires, sent to all the Directors, the Company Secretary and Chief HR Officer. As with previous years, the evaluation covered both the performance of the Board and that of its Committees, along with individual reviews of each Director and an analysis of the performance of the Chairman. Narrative reports were prepared for the Board, and the Audit, Nomination and Remuneration Committees. In 2024, the Board assessment focused on six core areas: Board dynamics Allocation of Board time Strategy Workforce engagement Risk management Ongoing priorities Vesuvius plc recognises the value of a diverse and skilled workforce and is committed to creating and maintaining an inclusive and collaborative workplace culture that will provide sustainability for the organisation into the future. Vesuvius is committed to ensuring equality of opportunities, with the aim of promoting diversity and inclusion. In this context, the promotion of diversity and inclusion relates, but is not limited to, both protected and non-protected characteristics, including gender, age, educational and professional background, ethnicity, sexual orientation, disability and socio-economic background. Objectives – The Nomination Committee will focus on ensuring that it, the Board and the Board’s Committees, have the appropriate range of diversity, skills, experience, independence and knowledge of the Company to enable them to discharge their duties and responsibilities effectively – As all independent Non-executive Directors serve on the Audit and Remuneration Committees, and the Chairman and all of the Non-executive Directors serve on the Nomination Committee, the diversity of the Board’s principal Committees reflects the diversity of the Non-executive Directors. For the purposes of considering the diversity of the Board’s Committees, the Nomination Committee will therefore consider the diversity of the Non-executive Directors as a stand-alone cadre, as well as the diversity of the Board as a whole, when considering recruitment to the Board – The Nomination Committee will ensure that all appointments to the Board and its Committees are aligned with Vesuvius’ Policy, and are based on merit with each candidate assessed against objective criteria focused on the skills, experience and knowledge required of the position, and with due regard to the benefits of diversity and inclusion on the Board – The Nomination Committee will engage with executive search firms in a manner which ensures that opportunities are taken for a diverse range of candidates to be considered for appointment. This will include ensuring that the Committee only uses search firms that are signed up to the Voluntary Code of Conduct for Executive Search Firms – The Nomination Committee supports senior management efforts to increase diversity in the senior management pipeline to facilitate succession planning towards executive Board positions. With respect to the representation of women on the Board, the Board is supportive of the initiatives to increase the proportion of women on the boards of FTSE 350 companies. Vesuvius aims, by the end of 2024, to achieve a Board with at least 40% of the Directors being women, and at least one of the senior positions (the Chair, Chief Executive, Senior Independent Director and Chief Financial Officer) being held by a woman, while continuing to appoint candidates based on merit – With regard to ethnic diversity, the Board is committed to ensure that at least one Director is from a minority ethnic background – The Board recognises that over time the proportion of women Directors and Directors from a minority ethnic background may fluctuate naturally as Board members retire and new Directors are appointed View the Board Diversity Policy on the Vesuvius website at: www.vesuvius.com/content/dam/vesuvius/corporate/ Sustainability/policies/board-diversity-policy-july-2023.pdf #### Vesuvius Board Diversity Policy ![]() Vesuvius plc Annual Report and Financial Statements 2024 102 Overall, the Board was felt to be well-composed with a good range of skills and experience, covering a mixture of different industrial sectors, functional expertise and geographies. The Board’s dynamics were generally positively rated with good collaboration and high-quality debate, though it was noted that there had been heightened tension in the Boardroom around some topics during the year. The Board agenda was considered balanced, with an improved focus on strategic and commercial matters. The Board’s understanding of the views and requirements of stakeholders was also rated highly, with the Board’s visit to a customer site in 2024 identified as particularly valuable. The Board was felt to engage well with the workforce through site visits and discussions, but it was felt that more work could be done to allow Directors to fully understand the Company’s culture and performance challenges through those visits. The Board’s oversight of risk management was considered to have improved, with thorough annual assessments. The Chairman conducted one-on-one meetings with each of the Directors, to discuss the evaluation process and outcomes, and ensure that the Group was drawing effectively on each of their skills and experience. He concluded that each Director continued to contribute effectively to the work of the Board. From these discussions a number of points for further attention of the Board were highlighted, including the continued need to deepen the Board’s understanding of the priorities and dynamics of the Group’s customer and supplier base, as well as developments in the structure of the Group’s competitive environment. The importance of robust succession planning was also re-emphasised, together with ensuring that through its agenda and activities, the Board continues to meet senior managers, to gain understanding and feedback on the operational issues that are of most importance to the Group. Each of these areas was seen as a key input to the Board’s overall discussions on Group strategy and its development. An assessment of the Chairman was conducted by the Senior Independent Director with overall feedback provided to the Chairman on the positive role he is playing. Each of the Committees was also considered to have operated effectively during the year. As in previous years, a set of action points was compiled from the output of the evaluation to ensure that its findings are integrated into the Board’s activities. These will be implemented by the Board in 2025, with progress reviewed by the Board throughout the year. The 2023 evaluation identified the following priorities for future Board attention. These were addressed during 2024 as follows: Area Issue Action taken in 2024 Strategy Measure the impact and success of the Group’s investment in R&D Presentations on R&D strategy were received from each Business Unit R&D head. These included information on new product development, allocation of resources and areas of critical focus, as well as the commercial impact of historical R&D. Continue the development of the Board’s understanding of priorities and dynamics in our customer and supplier relationships In addition to the Chief Executive’s regular updates in this area, the Group Head of Strategy and the VP Purchasing again presented to the Board on customer and supplier base, and on structural changes and developments during the year. These areas were also highlighted by the BU Presidents in their operational presentations to the Board. People and organisation In line with good governance, ensure a robust process is in place to consider Executive Director succession The Nomination Committee continued to review its strategies for Executive Director succession, focusing on process, readiness and the talent pipeline. Board dynamics Ensure Board agenda – and presentations to the Board – enable the Board to focus on the key issues/ priorities to drive business success The Board’s agenda continued to develop with increased focus on strategy, operational challenges and the Group’s priorities for development. Each of the BU Presidents presented to the Board on issues specific to their Business Units, identifying critical activities to drive performance and efficiency. Facilitate greater contact between the Board and BU Presidents As noted above, as well as presenting formally to the Board twice in each year, the BU Presidents supported and attended site visits with Board Directors during the year. The BU President for Flow Control also travelled with the Board during its visit to China in September 2024. Committee evaluation The Committee’s activities were a separate part of the evaluation of Board effectiveness during the year. The results of the evaluation questionnaires circulated by the Company Secretary were collated, and a written report tabled and discussed by the Committee, as well as being discussed in one-on-one meetings with the Chairman. The Nomination Committee was considered to operate effectively, with the smooth rotation and induction of new Non-executive Directors in 2024 noted as a key achievement. The Committee was considered to comprise individuals with appropriate experience, skills and knowledge and the quality of discussion in meetings was highly rated, with subjects handled efficiently. The quality of information provided to the Committee was also rated highly, although the need to deepen discussions on senior management talent was noted. Succession plans for the Executive Directors and other members of the GEC were highlighted as an area for continued focus along with senior management quality and turnover. On behalf of the Nomination Committee Carl-Peter Forster Chairman, Nomination Committee 5 March 2025 #### Nomination Committeecontinued ![]() 103 Strategic report Governance Financial statements Directors’ Remuneration Report #### Remuneration overview Italia Boninelli – Committee Chair (from 31 July 2024) Carla Bailo Kath Durrant (until 31 July 2024) Dinggui Gao Douglas Hurt (until 15 May 2024) Eva Lindqvist (from 15 May 2024) Robert MacLeod The Company Secretary is Secretary to the Committee #### Key activities in 2024 – Reviewing and approving achievement against the performance targets for the outcome of the 2023 Annual Incentive arrangements – Setting performance targets and approving the structure of the 2024 Annual Incentive arrangements – Reviewing and assessing the Company’s attainment of performance conditions applicable to the Vesuvius Share Plan (VSP) awards made in 2021 – Setting the performance measures and targets, and authorising the grant of new awards in 2024 under the VSP, the Deferred Share Bonus Plan and the Medium-Term Incentive Plan – Considering the Company’s ongoing share sourcing requirements to meet obligations under the Company’s share plans, and funding of the Employee Benefit Trust (EBT) – Reviewing employee remuneration arrangements around the Group – Considering retention issues and implementing significant uplifts in base pay for selected key management roles – Approving the 2023 Directors’ Remuneration Report – Reviewing the Committee’s terms of reference – Approving the 2025 remuneration for the Chairman, Chief Executive, CFO and senior management Alignment of our KPIs with Company strategy, purpose and Values The delivery of financial KPIs and the development of an effective organisation sustainable over the long term relies on a clear set of Values. Vesuvius believes that high levels of performance and growth require a diversity of thinking and continuous innovation, underpinned by the Values of courage, ownership, respect and energy. The alignment of our incentives with our strategic objectives is summarised in the table on the following page. The reward structure operated as intended in 2024 and no changes are proposed in the KPIs used to assess performance in 2025. Dear Shareholder, I am pleased to present our Directors’ Remuneration Report (‘Remuneration Report’) for 2024. The report outlines how we implemented the Directors’ Remuneration Policy in 2024, and how we intend to apply the Policy in 2025. I would firstly like to thank my predecessor, Kath Durrant, for her work as the Committee’s Chair for the first part of the year and for her support throughout the handover of responsibilities. I would also like to thank my fellow Committee members for their insights and valued contributions during the past year. Overview of executive remuneration The Committee remains focused on providing the Chief Executive and his executive team with a remuneration framework which is aligned to the Group’s long-term strategic goals and which provides a fair reward for the successful delivery of those goals. In addition, the Committee has continued to monitor the competitiveness of executive remuneration during the past year – both in terms of the structure of incentives and the quantum relative to the global marketplace in which the Group recruits its executives. Whilst no changes are proposed to the structure of executive remuneration for 2025, this will remain an area of particular focus for the Committee ahead of the next Directors’ Remuneration Policy renewal in 2026. For 2025, the Chief Executive and CFO will both receive a base pay increase of 3% which is slightly below our global workforce budget of 5% but consistent with UK market forecasts. No changes are proposed to their levels of incentive opportunity in 2025. Strategic Value alignment Return on Sales £ Free Cash Flow £ Cost Savings Sustainability See more about Our business model on p12 and 13 ![]() Vesuvius plc Annual Report and Financial Statements 2024 104 #### Remuneration overviewcontinued KPI 2023 and 2024 weighting 2025 weighting Strategic rationale Annual Incentive Plan: one-year performance Headline EPS 40% 50% Aligned with our strategic aim of sustainable, profitable growth Maintains the primary focus on a profit measure in short-term incentivisation Working capital/sales 20% 30% Consistent with our strategic aim of maintaining strong cash generation and an efficient capital structure Post-tax ROIC 20% – ROIC has been removed as an Annual Incentive Plan metric for 2025, in order to eliminate the overlap between short- and long-term incentive targets Personal measures 20% 20% Enables a focus on specific personal deliverables, managed through the performance management system Vesuvius Share Plan: three-year performance Relative TSR 40% 40% Aligned with our strategic aim of delivering shareholders a superior return on their investment Post-tax ROIC 40% 40% Consistent with our strategic aim of generating sustainable profitability and creating shareholder value ESG 20% 20% Provides a specific focus on the three priority long-term ESG measures for the Group: CO 2 e emissions intensity (10%), Safety (5%) and Diversity (5%) Performance and incentive outcomes in 2024 As the Chief Executive outlined in his statement, Vesuvius’ performance in 2024 showed resilience despite difficult market conditions, thanks to a strong focus on cost reduction and to the continuing benefits of the Group’s technology strategy. Performance highlights are summarised below – full details are in the Strategic Report on pages 6–11 and 24–62. Financial/ operational – Global steel production remained subdued with growth limited to 0.8% for the full year – Foundry markets, with the exception of India, remained very weak throughout 2024, affecting all industrial end-markets outside of China, including the light vehicle industry which had performed well in 2023 – Despite adverse market conditions, the Steel Division performed well in 2024. On an underlying basis, the Steel Division revenue remained broadly stable (-0.1%) while profit grew by 9.9% – Severe market decline, in particular in EU+UK and North Asia which represents c.40% of the Foundry Division turnover, reduced overall Foundry Division revenue by c.10%. The Division was, however, able to mitigate this general market downturn with market share gains of c.5% – We maintained a strict focus on working capital management and were able to reduce our trade working capital intensity further, to 22.9% at year-end, versus 23.4% last year Strategic including sustainability – We continued our strong investment in research and development in 2024 at £37m, equating to 2.0% of revenue. Our New Product Sales ratio reached 19.1% for the Group in 2024, up from 17.6% in 2023 – Our cost optimisation programme, launched late 2023, delivered cost savings of £13m in 2024, with an annualised exit run-rate of £18m – We have reduced our carbon intensity (CO 2 e tonnes per million tonnes product sold) by 27% versus our 2019 reference year, on a pro forma basis (-40% on a reported basis), significantly ahead of our 2025 objective of a 20% reduction Health and safety – In 2024, we achieved a further improvement in safety, with a Lost Time Injury Frequency Rate of 0.52, our best result ever, having achieved 0.60 in 2023 In 2024, the Annual Incentive Plan (AIP) was based 40% on Group headline earnings per share (EPS), 20% on Group post-tax ROIC (return on invested capital), 20% on the Group’s working capital to sales ratio (based on the 12-month moving average) and 20% on specified personal objectives. Performance against these measures is illustrated in the charts overleaf and full details are given on page 120. The Committee also agreed personal objectives for the Chief Executive and CFO at the start of 2024, and assessed their performance to merit 71.0% and 70.0% of maximum targets, respectively. The outcome of the Annual Incentive Plan was 36.5% of maximum for the Chief Executive and 36.3% of maximum for the CFO, representing 63.9% and 54.5% of base salary, respectively. The Committee gave careful consideration to these outcomes and was satisfied that they were consistent with the Group’s resilient performance and strategic progress outlined above. The Committee noted that similar and complementary KPIs exist in the incentive programmes for managers and employees and was mindful of the outturns for the wider workforce in confirming its decisions for Executive Directors and the Group Executive Committee. Consequently, the Committee concluded that no discretionary adjustment was required. ![]() 105 Strategic report Governance Financial statements A full disclosure of the Annual Incentive Plan outturn is provided on page 120. The performance period for the 2022 Vesuvius Share Plan award ended on 31 December 2024 and the formulaic outcome was 65.0% of maximum vesting, full details of which are provided on page 122. The Committee was satisfied that this outcome, derived from strong performance across all three of the performance metrics over the three-year performance period, was appropriate in light of the overall stakeholder experience and concluded that no discretionary adjustment was required. Chairman and Non-executive Directors’ fees In line with the base pay increases for the Executive Directors, the Committee approved a 3% increase in the Chairman’s annual fee from 1 January 2025. Separately, the Board considered Non-executive Director fees and made some consequent adjustments to the fee structure that are detailed on page 124. Employee engagement During the year the Non-executive Directors visited plants in Czech Republic, Belgium, the United States, Mexico, Poland, Japan and China. Each of these site visits enabled direct discussions with local management teams and the workforce on a range of topics. At larger sites, ‘town hall’ meetings were also held and enabled a two-way dialogue on a range of issues of interest to the workforce. In these meetings it was usual for Non-executive Directors to present on how the Board and its Committees operate, and on corporate governance, including executive remuneration. In 2024, the Remuneration Committee received a report from the Chief HR Officer regarding workforce terms and conditions across the globe and summarising key areas of focus, particularly the pressure on attracting and retaining staff in many key talent markets. Work undertaken by management to address this challenge, including considering more bespoke incentive arrangements for certain commercial roles in business units and regions, was noted by the Committee and taken into consideration in its deliberations on executive remuneration. Shareholder engagement At the 2024 AGM, the Annual Report on Remuneration (excluding the Directors’ Remuneration Policy) was supported by 97.1% of voting shareholders and we are very grateful for this strong demonstration of support. As no changes are proposed to the structure of executive remuneration arrangements in 2025, we have not consulted with shareholders on specific remuneration issues during the past year. However, the Committee and I would welcome any comments or feedback from shareholders on remuneration matters at the forthcoming AGM. Our Directors’ Remuneration Policy was last approved at the 2023 AGM and so will require its standard triennial renewal by shareholders at the 2026 AGM. Ahead of that renewal, the Committee will undertake a detailed review of the remuneration framework to ensure that it continues to support the Group’s talent and strategic priorities. We will consult with shareholders as required, and if any material changes are proposed. The remainder of this Directors’ Remuneration Report outlines how we implemented the Directors’ Remuneration Policy in 2024 and how we intend to apply the Policy in 2025. I would welcome your support for this Report at the AGM. Italia Boninelli Chair of the Remuneration Committee 5 March 2025 Weighting 40% Total shareholder return 40% Three-year average ROIC 20% Environmental, Social and Governance Long-Term incentive Performance 51% 72% Patrick André, Chief Executive Threshold On-target 79% Weighting Performance 40% EPS 20% ROIC 20% Working capital/sales ratio 20% Personal objectives Annual Incentive Plan outturn 13% 71% Patrick André, Chief Executive Mark Collis, Chief Financial Officer Threshold On-target 70% 11% 13% 75% 75% 11% ![]() Vesuvius plc Annual Report and Financial Statements 2024 106 Remuneration Committee structure The membership of the Remuneration Committee comprises all of the independent Non-executive Directors of the Company. The Committee Chair is Italia Boninelli, who has served on the Committee since her appointment to the Board on 1 June 2024, and as Committee Chair since 31 July 2024. Carla Bailo, Dinggui Gao and Robert MacLeod have served on the Committee throughout 2024. Eva Lindqvist joined the Committee on her appointment to the Board, on 15 May 2024. Douglas Hurt served on the Committee up until 15 May 2024, at which point he stepped down from the Board having served as a Director for nine years. Kath Durrant stepped down from the Board on 31 July 2024 having served as a Director for over three years, for the majority of which she also served as Chair of the Committee. The Committee complies with the requirements of the UK Corporate Governance Code for the composition of remuneration committees. Each of the members brings a broad experience of international businesses and an understanding of their challenges to the work of the Committee. The Company Secretary is Secretary to the Committee. Members’ biographies are on pages 76 and 77. Meetings The Committee met five times during the year. The Group’s Chairman, Chief Executive, Chief Financial Officer and Chief HR Officer were invited to each meeting, together with Friederike Helfer, Vesuvius’ non-independent Non-executive Director, though none of them participated in discussions regarding their own remuneration. In addition, a representative from Deloitte, the Remuneration Committee adviser, attended the meetings. The attendees supported the work of the Committee, giving critical insight into the operational demands of the business and their application to the overall remuneration strategy within the Group. In receiving views on remuneration matters from the Executive Directors and senior management, the Committee recognised the potential for conflicts of interest to arise and considered the advice accordingly. The Chair of the Committee reported the outcomes of all meetings to the Board. The Committee operates under formal terms of reference which were reviewed during the year. The terms of reference are available on the Group website: www.vesuvius.com. The Committee members are permitted to obtain outside legal advice at the Company’s expense in relation to their deliberations. The Committee may also secure the attendance at its meetings of any employee or other parties it considers necessary. Role and responsibilities The Committee is responsible for: – Determining the overall remuneration policy for the Executive Directors, including the terms of their service agreements, pension rights and compensation payments – Setting the appropriate remuneration for the Chairman, the Executive Directors and senior management (being the Group Executive Committee) – Reviewing workforce remuneration and related policies, and the alignment of incentives and rewards with culture, taking these into account when setting the policy for Executive Director remuneration – Overseeing the operation of share incentive plans Advice provided to the Remuneration Committee Deloitte is appointed directly by the Remuneration Committee to provide advice on executive remuneration matters, including remuneration structure and policy, updates on market practice and trends, and guidance on the implementation and operation of share incentive plans. The Committee appointed Deloitte, a signatory to the Remuneration Consultants Group Code of Conduct in relation to Executive Remuneration Consulting in the UK, following a formal tender process in 2014. Deloitte also provides the Remuneration Committee with ongoing calculations of total shareholder return (TSR) to enable the Committee to monitor the performance of long-term share incentive plans. Deloitte does not have any other connection with any individual Director. In addition, in 2024, Deloitte provided the Group with IFRS 2 calculations for the purposes of valuing the share plan grants and, within the wider Group, was engaged in various jurisdictions to provide tax advisory work, and some consultancy services. During 2024, Deloitte’s fees for advice to the Remuneration Committee, charged on a time spent basis, amounted to £62,690. The Committee conducted a review of the performance of Deloitte as remuneration adviser during the year and concluded that Deloitte continued to provide effective, objective and independent advice to the Committee. No conflict of interest arises as a result of other services provided by Deloitte to the Group. Directors’ Remuneration Report #### Operation of the Remuneration Committee ![]() 107 Strategic report Governance Financial statements The Committee is satisfied that the Remuneration Policy, approved in 2023, is designed to promote the long-term success of the Company in accordance with the requirements of the Code with regard to: The Remuneration Policy was prepared in accordance with the Companies Act 2006 and the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended). It also meets the requirements of the Financial Conduct Authority’s Listing Rules and the Disclosure Guidance and Transparency Rules. Executive remuneration arrangements are transparent with full disclosure in the Annual Report. The Annual Incentive structure for the Executive Directors is based on the same structure utilised for senior executives throughout the Group. Long-term sustainable growth is core to the long-term incentive, and alongside five-year holding periods clearly aligns the interests of executives with those of the Group’s shareholders. The remuneration illustrations indicate the minimum and maximum potential remuneration. The Committee reviews the underlying financial performance of the Company over the performance period, and the non-financial performance of the Group and participants, to ensure that pay-out levels are justified. The Committee has the discretion to amend the final vesting level if required. The Policy, with its focus on three core elements: fixed pay, Annual Incentive and Long-Term Incentive, is clear, simple and easy to understand. The Committee believes that the performance-related elements of remuneration have financial targets which are transparent, stretching and clearly align the Executive Directors’ remuneration with the delivery of the Group’s strategy. The Vesuvius Share Plan rewards long-term performance directly linked with the Group’s strategy and results, ensuring that only strong performance is rewarded (see page 117). The Committee has carefully analysed the range of possible outcomes of awards and believes the Policy to be fair and proportionate, with the clear linkage to Group profitability mitigating the potential for excessive rewards and the reliance on audited profit numbers and externally verified TSR targets serving to mitigate behavioural risk. The Committee has discretion under the Vesuvius Share Plan to determine the vesting of awards in accordance with the Code requirement and malus and clawback provisions also apply. The Executive Directors’ incentive arrangements are consistent with the Group’s core strategic objective of delivering long-term sustainable and profitable growth and support our performance-orientated culture, Values and purpose (see page 103). #### Clarity #### Predictability #### Simplicity #### Proportionality #### Risk #### Alignment to culture Directors’ Remuneration Report #### Remuneration Policy design principles #### Remuneration Policy design ![]() Vesuvius plc Annual Report and Financial Statements 2024 108 The Policy set out below contains minor amendments, as appropriate, to reflect activities undertaken in 2024. For reference, the Policy, as approved by shareholders at the AGM on 18 May 2023, can be found on pages 124 to 132 of the 2022 Annual Report, available on the www.vesuvius.com website. Comparison of Remuneration Policy for Executive Directors with that for other employees The Remuneration Policy for Executive Directors is designed in line with the remuneration philosophy set out in this report – which also underpins remuneration for the wider Group. However, given that remuneration structures for other employees need to reflect both seniority and local market practice, they differ from the policy for Executive Directors. In particular, Executive Directors receive a higher proportion of their remuneration in performance-related pay and share-based payments. All members of the Group Executive Committee participate in the Vesuvius Share Plan and receive awards of Performance Shares, which vest on the basis of the same performance targets set for the Executive Directors. The level of awards granted to members of the Group Executive Committee who don’t serve on the Board are lower than those granted to the Executive Directors. Middle and senior managers also participate in the Annual Incentive Plan and, in certain cases, longer-term share or cash-based plans, with awards predominantly based on a blend of Group and regional or Business Unit performance measures appropriate for the scope of participants’ responsibilities. Individual percentages of variable versus fixed remuneration and participation in share-based structures increase as seniority increases. Consideration of conditions elsewhere in the Group in developing policy The Non-executive Directors participated in a number of ‘town hall’ meetings and site visits during the year which provided the opportunity to engage with the workforce on a wide range of issues, including executive remuneration where appropriate. The Remuneration Committee also commissioned an annual review of workforce remuneration in 2024, which reported on general remuneration, incentives and benefits practices around the Group. The Committee takes into account all such detail regarding the pay and employment conditions of other Group employees when determining Executive Directors’ remuneration, particularly when determining base salary increases, when the Committee will consider the salary increases for other Group employees in the same jurisdiction. Consideration of shareholder views Vesuvius is committed to open and transparent dialogue with its shareholders on remuneration as well as other governance matters. The Chair of the Committee welcomes shareholder engagement and is available for any discussions investors wish to have on remuneration matters. Directors’ Remuneration Report #### 2023 Remuneration Policy ![]() 109 Strategic report Governance Financial statements Alignment/purpose Operation Opportunity Performance S Base salary Helps to recruit and retain key employees. Reflects the individual’s experience, role and contribution within the Company Base salary is normally reviewed annually, with changes effective from 1 January. Base salary is positioned to be market competitive when considered against other global industrial companies, and relevant international and FTSE 250 companies (excluding investment trusts). Paid in cash, subject to local tax and social security regulations. Salary increases will normally not exceed the average increase awarded to other employees in the Group, although increases may be made above this level at the Committee’s discretion in appropriate circumstances. In considering any increase in base salary, the Committee will also take into account: (i) The role and value of the individual (ii) Changes in job scope or responsibility (iii) Progression in the role (e.g. for a new appointee) (iv) A significant increase in the scale of role and/or size, value or complexity of the Group (v) The need to maintain market competitiveness No absolute maximum has been set for Executive Director base salaries. Current Executive Directors’ salaries are set out in the Annual Report on Directors’ Remuneration section of this Remuneration Report. Any increase will take into account the individual’s performance, contribution and increasing experience. B Other benefits Provides normal, market-aligned benefits A range of benefits including, but not limited to: car allowance, private medical care (including spouse and dependent children), life insurance, disability and health insurance, expense reimbursement (including costs if a spouse accompanies an Executive Director on Vesuvius business), together with relocation allowances and expatriate benefits, in some instances grossed up for tax, in accordance with the Group’s policies, and participation in any employee share scheme operated by the Group. There is no formal maximum as benefit costs can fluctuate depending on changes in provider, cost and individual circumstances. 1 None. P Pension Helps to recruit and retain key employees Ensures income in retirement An allowance is given as a percentage of base salary. This may be used to participate in Vesuvius’ pension arrangements, invested in own pension arrangements or taken as a cash supplement (or any combination of the above options). Maximum of 17% of base salary for incumbent Executive Directors from the end of 2022, in line with the average of that received by the majority of the global workforce. 2 The level of allowance for Executive Directors appointed following the adoption of this Policy will be aligned with the post-retirement benefits applicable to the majority of the workforce or, where appropriate, to the majority of the workforce of the relevant geography. None. 1. The Remuneration Committee reserves the right to make any remuneration payments and payments for loss of office (including exercising any discretions available to it in connection with such payments), notwithstanding that they are not in line with the Policy set out here, where the terms of the payment were agreed: (i) before the Policy set out here came into effect, provided that the terms of the payment were consistent with the shareholder-approved Remuneration Policy in force at the time they were agreed; or (ii) at a time when the relevant individual was not a Director of the Company and, in the opinion of the Remuneration Committee, the payment was not in consideration for the individual becoming a Director of the Company. For these purposes, ‘payments’ include the Remuneration Committee satisfying awards of variable remuneration and, in relation to an award over shares, the terms of the payment are ‘agreed’ at the time the award is granted. 2. As analysed in the business’s Workforce Retirement Practices review conducted in 2020, as detailed on page 122 of the 2020 Annual Report. #### Remuneration Policy Table for Executive Directors ![]() Vesuvius plc Annual Report and Financial Statements 2024 110 #### 2023 Remuneration Policycontinued Alignment/purpose Operation Opportunity Performance AI Annual Incentive Incentivises Executive Directors to achieve key short-term financial and strategic targets of the Group Additional alignment with shareholders’ interests through the operation of bonus deferral Normally 33% of any Annual Incentive earned by Executive Directors will be deferred into awards over shares under the Vesuvius Deferred Share Bonus Plan which normally vest after at least three years, other than in specified circumstances, i.e. in cases of dismissal for cause, as outlined on page 114 in this Policy. These may be cash or share settled. The Committee has the discretion to award participants the equivalent value of dividends accrued during the vesting period on any shares that vest. Subject to malus and clawback. Below threshold: 0%. At threshold: Between 0 and 25% of maximum. On-target: 50% of the applicable maximum opportunity in any year. Maximum: Up to 175% of base salary. The Remuneration Committee will normally set the level of maximum bonus opportunity for each Executive Director at the start of each year. Payments start to accrue on meeting the threshold level of performance, with payments between threshold and on-target and between on-target and maximum made on a pro rata basis. The Annual Incentive is normally measured on targets set at the beginning of each year. In unusual or exceptional circumstances, for example where there is exceptional economic volatility which limits visibility to set robust 12-month targets, the Committee may elect to set and measure targets other than on an annual basis. The majority of the Annual Incentive will be determined by measure(s) of Group financial performance. The remainder of the Annual Incentive will be based on financial, strategic or operational measures appropriate to the individual Director. Actual performance targets will be disclosed after the performance period has ended. They are not disclosed in advance due to their commercial sensitivity. The Committee may use its discretion to amend the formulaic outturn upwards or downwards if it does not consider the formulaic outcome appropriate. VSP Vesuvius Share Plan (VSP) Aligns Executive Directors’ interests with those of shareholders through the delivery of shares. Rewards Executive Directors for achieving the strategic objectives of growth in shareholder value and earnings Assists retention of Executive Directors over a three-year performance period and the further two-year holding period VSP awards to Executive Directors are granted as Performance Share awards. These may be cash or share settled. Awards vest three years after their award date, other than in specified circumstances outlined elsewhere in this Policy, subject to the achievement of specified conditions. All vested shares, net of any tax liabilities, are then subject to a further two-year holding period after the vesting date, which will continue to apply notwithstanding the termination of employment of the participants during this holding period, except at the Committee’s discretion in exceptional circumstances, including a change of control or where the participant dies or has left employment due to ill health, injury or disability. The Committee has the discretion to award participants the equivalent value of dividends accrued during the vesting period and further two-year holding period on any shares that vest. Subject to malus and clawback. Executive Directors are eligible to receive an annual award with a face value of up to 200% of base salary in Performance Share awards. Vesting at threshold performance is between 0 and 25% of the award, rising to vesting of the full award at maximum. Vesting will be subject to performance conditions as determined by the Remuneration Committee ahead of each award. Those conditions will be disclosed in the Annual Report on Directors’ Remuneration section of the Remuneration Report. The performance conditions for 2025 are relative TSR, post-tax ROIC and ESG measures, weighted at 40%, 40% and 20%, respectively. The Remuneration Committee will retain discretion for future awards to include additional or alternative performance conditions which are aligned with the corporate strategy. At its discretion, the Committee may elect to add additional underpinning performance conditions. The Company reserves the right only to disclose certain of the performance targets after the performance period has ended, due to their commercial sensitivity. Prior to any vesting, the Remuneration Committee reviews the underlying financial performance of the Group over the performance period, and the non-financial performance of the Group and participants, to ensure that the vesting is justified. Following this review, the Committee has the discretion to amend the final vesting level if it does not consider that it is justified. ![]() 111 Strategic report Governance Financial statements Patrick André, Chief Executive Minimum On-target Maximum Maximum, including share price appreciation Fixed elements Annual variable elements Long-term variable elements 100% 43% 30% 27% 25% 35% 40% 31% 21% 29% 50% £992k £2,297k £3,912k £4,691k Mark Collis, Chief Financial Officer Minimum On-target Maximum Maximum, including share price appreciation 100% 48% 29% 23% 30% 35% 35% 25% 30% 45% £559k £1,173k £1,924k £2,265k Remuneration illustrations £000 The charts below show the total remuneration for Executive Directors for 2025 for minimum, on-target and maximum performance. The fixed elements of remuneration comprise base salary, pension and other benefits, using 2025 salary data. The assumptions on which they are calculated are as follows: Minimum Fixed remuneration only. On-target Fixed remuneration plus on-target Annual Incentive (made at 87.5% of base salary for Patrick André and 75% for Mark Collis); and for the Performance Share awards under the Vesuvius Share Plan, median performance for the TSR element and the midpoint between threshold and maximum performance for the post-tax ROIC and ESG performance conditions (with overall vesting at 40% of maximum, based on the vesting schedule detailed on page 117). No share price appreciation is assumed. Maximum Fixed remuneration plus maximum Annual Incentive (being full achievement of financial and personal targets, made at 175% of base salary for Patrick André and 150% for Mark Collis) and 100% vesting for Performance Share awards (made at 200% of base salary for Patrick André and 150% of base salary for Mark Collis) under the Vesuvius Share Plan. No share price appreciation is assumed. Maximum including assumed 50% share price appreciation This shows the value of the maximum scenario if 50% share price appreciation is assumed over the three-year performance period of the Performance Share awards. Note: In addition, the Committee retains the discretion to award dividends (either shares or their cash equivalent) on any shares that vest. #### Illustration of the application of the Remuneration Policy for 2025 ![]() Vesuvius plc Annual Report and Financial Statements 2024 112 Shareholding guidelines The Remuneration Committee encourages Executive Directors to build and hold a shareholding in the Company equivalent in value to at least 200% of base salary. Compliance with the shareholding policy is tested at the end of each year for application in the following year, with the valuation of any holding being taken at the higher of: (1) the share price on the date of vesting of any shares derived from a share award, in respect of those shares only; and (2) the average of the closing prices of a Vesuvius ordinary share for the trading days in that December. Unless exceptionally the Committee determines otherwise, under the post-employment shareholding guideline the Executive Directors will remain subject to their shareholding requirement in the first year after their cessation as an Executive Director and to 50% of the shares retained in the first year during the second year after such cessation, recognising that there is no requirement to purchase additional shares if the shares held when they cease to be an Executive Director are less than the applicable shareholding guideline. However, in relation to shares acquired by an Executive Director in their personal capacity, the Committee may, where appropriate, exempt such shares from the post-employment guideline. Malus/clawback arrangements The Executive Directors’ variable remuneration is subject to malus and clawback provisions. These provide the Committee with the flexibility, if required, to withhold or recover payments made to Executive Directors under the Annual Incentive Plan (including deferred awards) and/or to withhold or recover share awards granted to Executive Directors under the Vesuvius Share Plan, including any dividends granted on such awards. The circumstances in which the Committee could potentially elect to apply malus and clawback provisions include: a material misstatement in the Group’s financial results; an error in the calculation of the extent of payment or vesting of an incentive; gross misconduct by an individual; or significant financial loss or serious reputational damage to Vesuvius plc resulting from an individual’s conduct; a material failure of risk management or a serious breach of health and safety. These malus and clawback provisions apply for a period of up to three years after the end of a performance period (or end of the deferral period in respect of awards made under the Vesuvius Deferred Share Bonus Plan). Performance measures In selecting performance measures for the Annual Incentive, the Committee seeks to reflect key strategic aims and the need for a rigorous focus on financial performance. Each year, the Committee agrees challenging targets to ensure that underperformance is not rewarded. The Company will not be disclosing the specific financial or personal objectives set until after the relevant performance period has ended because of commercial sensitivities. The personal objectives are all job-specific in nature and track performance against key strategic, organisational and operational goals. In selecting performance measures for the Vesuvius Share Plan, the Committee seeks to focus Executive Directors on the execution of long-term strategy and also align their rewards with value created for shareholders. In the Policy period, the Committee will continually review the performance measures used to ensure that awards are made on the basis of challenging targets that clearly support the achievement of the Group’s strategic aims. The Committee may vary or waive any performance condition(s) if circumstances occur which cause it to determine that the original condition(s) have ceased to be appropriate, provided that any such variation or waiver is fair, reasonable and not materially less difficult to satisfy than the original condition (in its opinion). In the event that the Committee were to make an adjustment of this sort, a full explanation would be provided in the next Remuneration Report. Service contracts for Executive Directors The Committee will periodically review the contractual terms for new Executive Directors to ensure that these reflect best practice. Service contracts currently operate on a rolling basis and are limited to a 12-month notice period. Patrick André is employed as Chief Executive of Vesuvius plc pursuant to the terms of a service agreement made with the Company dated 17 July 2017. Mark Collis is employed as Chief Financial Officer pursuant to the terms of a service agreement with Vesuvius plc dated 4 January 2023. Patrick André’s appointment is terminable by Vesuvius on not less than 12 months’ written notice, and by him on not less than six months’ written notice. Mark Collis’s appointment is terminable by him and Vesuvius on not less than six months’ written notice. External appointments of Executive Directors The Executive Directors do not currently serve as non-executive directors of any other quoted company outside the Group. Subject always to consent being granted by the Company for them to take up such an appointment, were they to so serve, the Company would allow them to retain any fees they received for the performance of their duties. Other The Committee may: (a) in the event of a variation of the Company’s share capital, demerger, special dividend or any other corporate event which it reasonably determines justifies such an adjustment, adjust; and (b) amend the terms of awards granted under the share schemes referred to above in accordance with the rules of the relevant plans. Share awards may be settled by the issue of new shares or by the transfer of existing shares. In line with prevailing best practice at the time this Policy was approved, any issuance of new shares is limited to 5% of share capital over a rolling ten-year period in relation to discretionary employee share schemes and 10% of share capital over a rolling ten-year period in relation to all employee share schemes. The Committee may make minor amendments to the Policy set out in this Policy Report (for regulatory, exchange control, tax or administrative purposes or to take account of a change in legislation) without obtaining shareholder approval for that amendment. #### 2023 Remuneration Policycontinued #### General operation of the Policy for Executive Directors ![]() 113 Strategic report Governance Financial statements Typical event Policy Executive Director appointed or promoted On appointment or promotion of a new Executive Director, the Committee will typically use the Remuneration Policy in force at the time of the Committee’s decision to determine ongoing remuneration. Base salary levels will generally be set in accordance with the Remuneration Policy current at the time of the Committee’s decision, taking into account the experience and calibre of the appointee. Other than in exceptional circumstances, other elements of annual remuneration will, typically, be set in line with the Remuneration Policy, including a limit on awards under the Annual Incentive and Vesuvius Share Plan of 375% of salary in aggregate. First year of appointment If appropriate the Committee may apply different performance measures and/or targets to a Director’s first incentive awards in his/her year of appointment. Service contract agreed Service contracts will be entered into on terms similar to those for the existing Executive Directors, summarised in the service contracts of Executive Directors section above. Appointment of Chairman or Non-executive Director With respect to the appointment of a new Chairman or Non-executive Director, appointment terms will be consistent with those applicable at the time the appointment is agreed. Variable pay will not be considered. With respect to Non-executive Directors, fees will be consistent with the Policy at the time the appointment is agreed. If, in exceptional circumstances, a Non-executive Director was asked to assume an interim executive role, the Company retains the discretion to pay them appropriate executive compensation, in line with the Policy. Individual appointed on a base salary below market, contingent on performance If it is appropriate to appoint an individual on a base salary initially below what is adjudged to be market positioning, contingent on individual performance, the Committee retains the discretion to realign base salary over the one to three years following appointment, which may result in a higher rate of annualised increase than might otherwise be awarded under the Policy. If the Committee intends to rely on this discretion, it will be noted in the first Remuneration Report following an individual’s appointment. Internal appointment In the event that an internal appointment is made, or where a Director is appointed as a result of transfer into the Group on an acquisition of another Company, the Committee may continue with existing remuneration provisions for this individual, where appropriate. Relocation required If necessary and appropriate to secure the appointment of a candidate who has to move locations as a result of the appointment, whether internal or external, the Committee may make additional payments linked to relocation, above those outlined in the policy table, and would authorise the payment of a relocation allowance and repatriation, as well as other associated international mobility terms. Such benefits would be set at a level which the Committee considers appropriate for the role and the individual’s circumstances. Buying out compensation forfeited on leaving previous employer In addition to the annual remuneration elements noted above, the Committee may consider buying out terms, incentives and any other compensation arrangements forfeited on leaving a previous employer that an individual forfeits in accepting an appointment with Vesuvius. The Committee will have the authority to rely on Listing Rule 9.3.2 R(2) or to apply the existing limits within the Vesuvius Share Plan to make Restricted Share awards on recruitment. In making any such awards, the Committee will review the terms of any forfeited awards, including, but not limited to, vesting periods, the expected value of such awards on vesting and the likelihood of the performance targets applicable to such awards being met, while retaining the discretion to make any buy-out award the Committee determines is necessary and appropriate. The Committee may also require the appointee to purchase shares in Vesuvius to a pre-agreed level prior to vesting of any such awards. The value of any buy-out award will be capped, to ensure its maximum value is no higher than the value of the awards that the individual forfeited on joining Vesuvius. Any such awards will be subject to malus and clawback. Reimbursement of other costs In addition to the elements noted above, the Committee may consider reimbursement of other demonstrable, specific costs incurred by an individual in relation to their appointment (e.g. legal costs). #### Policy for joining and leaving:Recruitment policy ![]() Vesuvius plc Annual Report and Financial Statements 2024 114 Vesuvius has the option to make a payment in lieu of part or all of the required notice period for Executive Directors. Any such payment in lieu will consist of the base salary, pension contributions and value of benefits to which the Director would have been entitled for the duration of the remaining notice period, net of statutory deductions in each case. Half of any payments in lieu of notice would be made in a lump sum, the remainder in equal monthly instalments commencing in the month in which the midpoint of their foregone notice period falls (and are reduced or extinguished by salary from any role undertaken by the departing Executive in this time). Executive Directors are subject to certain non-compete covenants for a period of nine to 12 months, and non-solicitation covenants for a period of 12 months, following the termination of their employment. Their service agreements are governed by English law. Executive Directors’ contracts do not contain any change of control provisions; they do contain a duty to mitigate should the Director find an alternative paid occupation in any period during which the Company must otherwise pay compensation on early termination. The table below summarises how the awards under the annual bonus and Vesuvius Share Plan are typically treated in different leaver scenarios and on a change of control. Whilst the Committee retains overall discretion on determining ‘good leaver’ status, it typically defines a ‘good leaver’ in circumstances such as retirement with agreement of the Company, ill health, disability, death, redundancy, or part of the business in which the individual is employed or engaged ceasing to be part of the Group. Final treatment is subject to the Committee’s discretion. Event Timing Calculation of vesting/payment Annual Incentive Plan – during period prior to payment Good leaver Paid at the same time as to continuing employees. Annual bonus is paid only to the extent that any performance conditions have been satisfied and is pro-rated for the proportion of the financial year worked before cessation of employment. In determining the level of bonus to be paid, the Committee may, at its discretion, take into account performance up to the date of cessation or over the financial year as a whole based on appropriate performance measures as determined by the Committee. The bonus may, at the Committee’s discretion, be paid entirely in cash. Bad leaver Not applicable. Individuals lose the right to their annual bonus. Change of control Paid on the effective date of change of control. Annual bonus is paid only to the extent that any performance conditions have been satisfied and is pro-rated for the proportion of the financial year worked. Annual Incentive Plan – in respect of any amount deferred into awards over shares under the Vesuvius Deferred Share Bonus Plan Good leaver On the date of the event. Deferred awards vest in full. Bad leaver On the date of the event. Other than dismissal for cause, deferred awards will vest in full. Change of control 1 Within seven days of the event. Deferred awards vest in full. Vesuvius Share Plan Good leaver 2 On normal release date (or earlier at the Committee’s discretion). Unvested awards vest to the extent that any performance conditions have been satisfied and a pro rata reduction applies to the value of the awards to take into account the proportion of performance period not served, unless the Committee decides that the reduction in the number of vested shares is inappropriate. Bad leaver Unvested awards lapse. Unvested awards lapse on cessation of employment. Change of control 1 On the date of the event. Unvested awards vest to the extent that any performance conditions have been satisfied and a pro rata reduction applies for the proportion of the vesting period not served, unless the Committee decides that the reduction in the number of vested shares is inappropriate. 1. In certain circumstances, the Committee may determine that unvested awards under the Vesuvius Deferred Bonus Plan and Vesuvius Share Plan will not vest on a change of control but will instead be replaced by an equivalent grant of a new award, as determined by the Committee, in the new company. 2. Under the rules of the Vesuvius Share Plan, any vested shares, net of any tax liabilities, are subject to a further two-year holding period after the vesting date. The holding period may be terminated early at the Committee’s discretion in exceptional circumstances, including a change of control or where the award holder dies or leaves employment due to ill health, injury or disability. #### 2023 Remuneration Policycontinued #### Policy for joining and leaving:Exit payment policy ![]() 115 Strategic report Governance Financial statements Benefits normally cease to be provided on the date employment ends. However, the Committee has the discretion to allow some minor benefits (such as health insurance, tax advice and repatriation expenses) to continue to be provided for a period following cessation where this is considered fair and reasonable, or appropriate on the basis of local market practice. In addition, the Committee retains discretion to fund other expenses for the Executive Director; for example, payments to meet legal fees incurred in connection with termination of employment, or to meet the costs of providing outplacement support, and de minimis termination costs up to £5,000 to cover the transfer of mobile phone or other administrative expenses. The Committee reserves the right to make any other payments in connection with a Director’s cessation of office or employment where the payments are made in good faith in discharge of an existing legal obligation (or by way of damages for breach of such an obligation) or by way of a compromise or settlement of any claim arising in connection with the cessation of a Director’s office or employment. In certain circumstances, the Committee may approve new contractual arrangements with departing Executive Directors, including (but not limited to) settlement, confidentiality, restrictive covenants and/or consultancy arrangements. These would be used only where the Committee believed it was in the best interests of the Company to do so. The Company seeks to appoint Non-executive Directors who have relevant professional knowledge and have gained experience in a relevant industry and geographical sector, to support diversity of expertise on the Board and match the wide geographical spread of the Company’s activities. Non-executive Directors attend Board, Committee and other meetings, held mainly in the UK, together with an annual strategy review to debate the Company’s strategic direction. All Non-executive Directors are expected to familiarise themselves with the scale and scope of the Company’s business and to maintain their specific technical skills and knowledge. The Board sets the level of fees paid to the Non-executive Directors after considering the role and responsibilities of each Director and the practice of other companies of a similar size and international complexity. The Non-executive Directors do not participate in Board discussions on their own remuneration. Alignment/purpose Operation Opportunity Performance Fees To attract and retain Non-executive Directors of the necessary skill and experience by offering market-competitive fees Fees are usually reviewed every year by the Board. Non-executive Directors are paid a base fee for the performance of their role plus additional fees for roles that involve significant additional time commitment and/or responsibility. Such roles could include, but are not limited to, Committee chairmanship (and, where appropriate, membership) or acting as the Senior Independent Director. Fees are paid in cash. When travelling internationally on Company business, all Non-executive Directors may also be provided with additional travel allowance payments, reflecting the associated time commitment, paid in cash. The Chairman is paid a single cash fee and receives administrative support from the Company. Non-executive Directors and the Chairman will be paid market-appropriate fees, with any increase reflecting changes in the market or adjustments to a specific Non-executive Director’s role. Any travel allowances payable will be reflective of travel time incurred as necessary to fulfil Company business. No eligibility for bonuses, retirement benefits or to participate in the Group’s employee share plans. Base fees paid to Non-executive Directors excluding the Chairman will, in aggregate, remain within the aggregate limit stated in our Articles, currently being £500,000. None. Benefits and expenses To facilitate execution of responsibilities and duties required by the role All Non-executive Directors are reimbursed for reasonable expenses incurred in carrying out their duties (including any personal tax owing on such expenses). Should the Board deem it appropriate, additional benefits can be provided to Non-executive Directors as required (e.g. liability insurance). Non-executive Directors’ expenses are paid in accordance with Vesuvius’ expense procedures. Provision of additional benefits will be at the discretion of the Board and will reflect the reasonable needs of a Non-executive Director in undertaking Company business. None. #### Remuneration Policy for Non-executive Directors ![]() Vesuvius plc Annual Report and Financial Statements 2024 116 Terms of service of the Chairman and other Non-executive Directors The terms of service of the Chairman and the Non-executive Directors are contained in letters of appointment. Each Non-executive Director is appointed subject to their election at the Company’s first Annual General Meeting following their appointment and re-election at subsequent Annual General Meetings. The Chairman is entitled to six months’ notice from the Company. None of the other Non-executive Directors is entitled to receive compensation for loss of office at any time. All Non-executive Directors are subject to retirement, and election or re-election, in accordance with the Company’s Articles of Association. The current policy is for Non-executive Directors to serve on the Board for a maximum of nine years, with review at the end of three and six years, subject always to mutual agreement and annual performance evaluation. The Board retains discretion to extend the tenure of Non-executive Directors beyond this time, subject to the requirements of Board balance and independence being satisfied. The table below shows the date of appointment for each of the Non-executive Directors: Non-executive Director Date of appointment Carl-Peter Forster 1 November 2022 Carla Bailo 1 February 2023 Italia Boninelli 1 June 2024 Dinggui Gao 1 April 2021 Friederike Helfer 4 December 2019 Eva Lindqvist 15 May 2024 Robert MacLeod 1 September 2023 #### Executive Directors’ remuneration in the year ahead The table below sets out the phasing of receipt of the various elements of Executive Director remuneration for 2025. 2025 2026 2027 2028 2029 2030 Description and link to strategy S Base salary Salaries are set at an appropriate level to enable the Company to recruit and retain key employees, and reflect the individual’s experience, role and contribution within the Company. B Benefits Provides normal market practice benefits. P Pension The pension benefit helps to recruit and retain key employees and ensures income in retirement. AI Annual Incentive The Annual Incentive incentivises the Executive Directors to achieve key short-term financial and strategic targets of the Group. AI Deferred Annual Incentive The deferral of a portion of the Annual Incentive increases alignment with shareholders. VSP Vesuvius Share Plan Awards under the Vesuvius Share Plan align Executive Directors’ interests with those of shareholders through the delivery of shares and assist in the retention of the Executive Directors. The VSP rewards the Executive Directors for achieving the strategic objectives of growth in shareholder value and earnings and of our three priority long-term ESG targets. Holding period Directors’ Remuneration Report #### Annual Report on Directors’ Remuneration #### 2023 Remuneration Policycontinued ![]() 117 Strategic report Governance Financial statements The table below sets out how the Remuneration Policy will be applied to the Executive Directors’ remuneration for 2025. Further details about each of the elements of remuneration are set out in the Remuneration Policy. S Base salary Patrick André £778,680 Mark Collis £455,000 2024: £756,000 2024: £441,000 As explained in the Committee Chair’s letter, the CEO was awarded a 3% increase, effective 1 January 2025. As explained in the Committee Chair’s letter, the CFO was awarded a 3% increase, effective 1 January 2025. B Benefits Benefits for Executive Directors may include: – Car allowance – Private medical care – Relocation expenses – Tax advice and tax reimbursement – Commuting costs – School fees – Directors’ spouses’ travel – Administrative expenses P Pension 17% of base salary, in line with the average received by the majority of the global workforce. AI Annual Incentive Annual Incentive potential for Patrick André, maximum value 175% of base salary Annual Incentive potential for Mark Collis, maximum value 150% of base salary For 2025, the maximum Annual Incentive potential for Patrick André will remain at the level previously available, i.e. 175% of base salary with target Annual Incentive potential being 87.5% of base salary for the achievement of target performance in all elements. For Mark Collis, potential will also remain at the level previously available, i.e. 75% at target, and 150% at maximum. Pay-outs will commence and increase incrementally from 0% once the threshold performance for any of the elements has been met. 33% of any Annual Incentive earned will be deferred into awards over shares, which will vest after a holding period of three years, except in cases of dismissal for cause. These incentives are based 50% on Group headline earnings per share, 30% on the Group’s working capital to sales ratio (based on the 12-month moving average) and 20% on specified personal objectives. The Company will not be disclosing the targets set until after the relevant performance period has ended because of commercial sensitivities. Targets will be set and performance assessed so as to exclude approved restructuring costs and any unbudgeted M&A costs. The personal objectives for 2025 are focused on long-term strategic objectives or are job-specific in nature and track performance against the Group’s key strategic, organisational and operational goals with a specific focus on ESG outcomes. VSP Vesuvius Share Plan (VSP) Patrick André, maximum value 200% of base salary Share awards with a maximum value of 200% of salary will be granted to Patrick André and, for Mark Collis a maximum value of 150% of salary will be granted. The grant price for the awards will be determined by reference to the average share price over the 30 calendar days prior to grant. Vesting of 40% of shares awarded will be based upon the Company’s TSR performance relative to that of the constituent companies of the FTSE 250 (excluding investment trusts), 40% on post-tax return on invested capital (ROIC) and 20% on ESG. Targets are set out overleaf. Performance will be measured over three years with awards vesting after three years. There will then be a further two-year holding period applicable to the awards. Mark Collis, maximum value 150% of base salary ![]() Vesuvius plc Annual Report and Financial Statements 2024 118 Targets for the VSP Awards for the year 2025 TSR ranking relative to FTSE 250 excluding investment trusts Weighting 40% Vesting percentage (of total LTIP) Below median 0% Median 10% Between median and upper quintile Pro rata between 10% and 40% Upper quintile and above 40% Post-tax ROIC 1 Weighting 40% Vesting percentage (of total LTIP) 2 Average ROIC over three-year performance period Threshold and below 0% 13.1% Maximum 40% 15.4% 1. ROIC is defined as Net Operating Profit After Tax (NOPAT), divided by invested capital (IC). NOPAT is defined as Group trading profit, plus post- tax share of JV results, less amortisation of intangible assets calculated as an average over the target period. (The inclusion of amortisation charges serves to reduce the calculation of ROIC returns though we believe this to be the most appropriate definition.) Invested capital is defined as total assets excluding cash and non-interest-bearing liabilities, less the goodwill and intangibles that arose under IFRS3 in respect of the Foseco acquisition in 2008, calculated as the average of IC at the start and the end of the target period at constant currency. 2. Vesting between these points will be on a straight-line basis. Environment, Social and Governance Weighting 20% Safety: Average Lost Time Injury Frequency Rate (LTIFR) 1 2025–2027 Vesting percentage (of total LTIP) 2 Range Threshold and below 0% 0.80 Maximum 5% 0.50 Energy: CO 2 e: Reduction in Scope 1 and 2 CO 2 e emission intensity excluding the dolime process (vs 2019 baseline) in 2027 3 Vesting percentage (of total LTIP) 2 Range Threshold and below 0% -42% Maximum 10% -45% Diversity: Gender diversity in Senior Leadership Group 4 on 31 Dec 2027 Vesting percentage (of total LTIP) 2 Range Threshold and below 0% 20% Maximum 5% 24% 1. LTIFR is the Lost Time Injury Frequency Rate, based on the number of lost time injuries that occur during the performance period per million hours worked. 2. Straight-line vesting between threshold and maximum. 3. Reduction of CO 2 e emissions per metric tonne of product packed for shipment. 4. Senior Leadership Group is defined as the Group Executive Committee plus the most senior Vesuvius managers worldwide, in terms of their contribution to the Group’s overall results and to the execution of the Group’s strategy. Explaining the ROIC target range The Committee has considered the Group strategy over the period, market conditions, and historic and current estimates of WACC provided by our financial advisers in determining the target range. This year we have transitioned to an ROIC target which excludes goodwill and intangibles that arose upon the historic acquisition of Foseco in 2008, as the Committee believes that this approach removes the distortive effects of that acquisition, and provides a clearer measure of management performance . This measure is one of the Company’s KPIs, as set out on page 29. The targets have been set, and performance will be assessed, excluding approved restructuring costs. The threshold pay-out level remains at 0% this year, but may change for future awards. Adjustments to the ROIC target range may be required should the Board approve certain mergers, acquisitions or disposals. For any such event that requires Board approval then management will assess the potential impact on ROIC as part of their broader submission, and the Committee will determine whether any adjustment to targets should be made. In general, the Committee will have regard to the materiality of the event and the timing in the life of the award cycle. The intention will be to maintain fair, stretching but achievable targets, whilst not providing a disincentive to management to bring forward proposals for mergers, acquisitions or disposals that are in the Company’s interest. Explaining the ESG metrics The Environment, Social and Governance targets for the 2025 awards represent key strategic priorities for the management team as well as the Board. Safety continues to be of paramount cultural importance to Vesuvius and progressive improvement has been made in recent years. The targets are considered stretching in the context of an operationally challenging environment with many employees working remotely at customer sites. Lost Time Injury Frequency Rate is a recognised metric, and is measured per million hours worked. Energy – the reduction in Scope 1 and 2 emissions is a key feature of the Company’s sustainability strategy (see pages 35–54) and as such a measure of CO 2 e emission intensity is used (CO 2 e emissions per tonne of product packed for shipment). Baseline and current emissions have been verified by Carbon Footprint Ltd. The targets have been set relative to the 2024 outturn of 40% (versus the 2019 baseline) which, as outlined on page 51, reflected actual performance excluding the dolime process. The exclusion of dolime represents a change compared to the way that this metric was assessed for target-setting in 2023 and 2024, consistent with the evolution of our sustainability plans for the short to medium term as outlined in our Non-Financial and Sustainability Information Statement on page 48. Diversity – a focus on gender diversity has seen improvements in the Senior Leadership Group of c.150 individuals in recent years. The Committee notes that the market for female talent in the sector remains extremely tight and, following a review of estimated market talent pipelines in our industry, it believes that the target range is appropriately stretching. #### Annual Report on Directors’ Remunerationcontinued ![]() 119 Strategic report Governance Financial statements Single total figure table – audited The table below sets out the total remuneration received by Executive Directors in the financial year under review: Patrick André Mark Collis 1 2024 (£000) 2023 (£000) 2024 (£000) 2023 (£000) Total salary 756 720 441 315 Taxable benefits 2 78 61 27 30 Pension 3 129 122 75 54 Total fixed pay 4 963 904 543 399 Annual Incentive 5 483 942 240 348 Long-Term Incentives 6,7,8,9 963 628 – – Buy-out awards 10,11 – – 14 178 Total variable pay 12 1,446 1,570 254 526 Total 13 2,409 2,473 797 925 1. Mark Collis joined Vesuvius as Chief Financial Officer and as an Executive Director effective 1 April 2023. As such the figures shown for 2023 represent the actual, pro-rated amounts received during the period served in 2023. 2. Standard benefits for the Executive Directors include car allowance and private medical care. In 2023, Patrick André also received external professional services support, funded by the Company, in relation to EU Settled Status applications for him and his wife, in line with the approval for such support granted by the Remuneration Committee in May 2019. The total cost of this support including gross up of associated taxes was £3,098 in 2023. In 2024, Patrick André also received external professional services support, funded by the Company, in relation to clarifying his status and assessing his liabilities associated with the forthcoming implementation of the Foreign Income and Gains regime. 3. The pension figures for 2023 and 2024 for Patrick André and Mark Collis represent the value of all cash allowances and contributions received in respect of pension benefits, at a rate of 17% of base salary, implemented in line with the Remuneration Policy from 1 January 2023. In 2024, for both Patrick André and Mark Collis, pension benefit comprised £10,000 contribution into pension, with the remainder provided as a pension cash supplement. 4. The sum of total salary, taxable benefits and pension. 5. This figure includes the Annual Incentive payments to be made to the Executive Directors in relation to the year under review. 33% of any Annual Incentive payments will be deferred into awards over shares, subject to a three-year vesting period, and subject to no further performance measures. See page 110 for more details. Leaver and change of control provisions in relation to these shares are set out in the Policy on page 114. 6. The 2023 figure represents the Performance Share awards granted to Patrick André in 2021 under the VSP, which vested in 2024. 7. The value of the 2023 Long-Term Incentive, relating to the Performance Share award granted to Patrick André under the VSP in 2021, is reflective of a share price depreciation of 9.95% between the share price used at grant (536.9p), versus the vesting share price of 483.5p. The values also include dividend vesting at 64.55p per vested share. 8. The 2024 figure represents the Performance Share awards granted to Patrick André in 2022 under the VSP, which will vest in 2025. 9. The value of the 2024 Long-Term Incentive, relating to the Performance Share award granted to Patrick André under the VSP in 2022, is reflective of a share price depreciation of 1.54% between the share price used at grant (402.0p), versus the Q4 2024 average share price (395.8p) used as a proxy for the vesting price. The values also include dividend vesting at 67.35p per vested share. 10. As detailed on page 126 of the 2023 Annual Report, Mark Collis received a one-off payment to compensate for the 2022 annual incentive payment forfeited when leaving his former employer, as well as a combination of Restricted Share awards and Performance Shares to compensate for forfeited equity incentives, which the Committee resolved to make in line with the Remuneration Policy. The figure quoted here for 2023 comprises the one-off payment value, equivalent to the 2022 payment he had foregone, equal to £73,261 as well as Restricted Share awards made during the year with face value totalling £105,034 (as referenced on page 126 and detailed further on page 129 of the 2023 Annual Report). 11. The figure quoted here for 2024 comprises the two Performance Share awards, for which the performance period ended on 31 December 2023, but for which the vesting performance (aligned with that of Mark Collis’s former employer) was not as yet known at the time of publication of the 2023 Annual Report. The awards, granted on 20 June 2023, comprised 23,820 shares due to vest at earliest on 8 April 2024, and 5,955 shares due to vest at earliest on 9 March 2026, as detailed further on page 129 of the 2023 Annual Report. The resulting vesting performance of these awards, as detailed on page 142 of the John Wood Group plc 2023 Annual report, was 10% of maximum. The value shown here reflects the vested value of the first of these awards based on the vesting share price of 491.5p on 8 April 2024 (reflecting a share price appreciation of 26.9% versus the share price used at grant, 387.3p, that being the average closing share price for the 30 dealing days prior to the Board’s confirmation of his appointment on 4 January 2023), plus dividend vesting at 6.8p per vested share; plus the vested value of the second of these awards, due to vest on 9 March 2026, for which the Q4 2024 average share price (395.8p) has been used as a proxy for the vesting price. 12. The sum of the value of the Annual Incentive, Long-Term Incentives and Buy- out awards where the performance period ended during the financial year. 13. The sum of base salary, benefits, pension, Annual Incentive, Long-Term Incentives and buy-out awards where the performance period ended during the financial year. Additional note: 14. Total 2024 Directors’ Remuneration (Executive Directors and Non-executive Directors) is £4.058m. 2023 Directors’ Remuneration for the Directors who served during 2023 was £4.238m. #### Executive Directors’ remuneration in year under review ![]() Vesuvius plc Annual Report and Financial Statements 2024 120 Incentive for 2024 performance – audited The Executive Directors are eligible to receive an Annual Incentive calculated as a percentage of base salary, based on achievement against specified financial targets and personal objectives. Each year, the Remuneration Committee establishes the performance criteria for the forthcoming year. The financial targets are set by reference to the Company’s financial budget. The target range is set to ensure that Annual Incentives are only paid out at maximum for significantly exceeding performance expectations. The Remuneration Committee considers that the setting and attainment of these targets is important in the context of achievement of the Company’s longer-term strategic goals. Pay-outs will commence and increase incrementally from 0% once the threshold performance for any of the elements has been met. The Annual Incentive has a target level at which 50% of the maximum opportunity is payable, and a maximum performance level at which 100% of the maximum opportunity is earned, on a pro rata basis. For 2024, the maximum Annual Incentive potential for the Executive Directors was 175% of base salary for Patrick André and 150% for Mark Collis, with their target Annual Incentive potential being 87.5% and 75% of base salary respectively. For the Financial Year 2024, the Executive Directors’ Annual Incentives were based 40% on Group headline EPS, 20% on the Group’s return on invested capital (post-tax ROIC), 20% on the Group’s working capital to sales ratio (based on the 12-month moving average) and 20% on specified personal objectives. Financial targets and outcomes for the Annual Incentive in 2024 The 2024 Vesuvius Group headline EPS performance targets set out below were set at the December 2023 full-year average foreign exchange rates, being the rates used for the 2024 budget process. In assessing the Group’s performance against these targets, the Committee has applied adjustments to ensure a constant currency approach, including retranslating the full-year 2024 EPS performance at December 2023 full-year average foreign exchange rates to establish performance, consistent with practice in previous years. Outturns are also adjusted for unbudgeted M&A costs. Metric 2024 Financial targets 2024 Outcomes Threshold Target Maximum Metric outcome Incentive outturns (% of salary) CEO CFO Group Headline EPS 45.8p 51.3p 56.8p 47.2p 8.9% 7.6% Group Post-tax ROIC 8.2% 9.1% 10.0% 8.4% 3.9% 3.3% Group Working Capital/Sales 24.4% 23.4% 22.4% 22.9% 26.3% 22.5% Based on the above outcomes, the total incentive outturns related purely to financial objectives were 39.0% of base salary and 33.5% of base salary for the CEO and CFO respectively. Personal objectives In 2024, a proportion (20%) of the Annual Incentive for Executive Directors (representing 35% of salary for the CEO, and 30% of salary for the CFO) was based on the achievement of personal objectives. The Committee sets specific target ranges for such objectives, against which actual performance is then measured. A summary of 2024 performance is detailed in the following tables. #### Annual Report on Directors’ Remunerationcontinued ![]() 121 Strategic report Governance Financial statements Patrick André Summary of objective Key objective details Summary of outcome Review and implement Group strategy – Monitor and implement road map to facilitate achievement of enhanced return on sales targets – Close at least one attractive external acquisition in 2024 – Successful implementation of plans to facilitate local optimisation of cost and pricing, yielding positive market share gains in the face of extremely challenging market conditions – Acquisition of PiroMET signed after a protracted negotiation process Drive performance and deliver results – Deliver enhanced cash conversion and market share, achieve defined cash tax savings, annualised cash savings in line with 2023 Capital Markets Day commitment, and optimise gross margin, quality performance and R&D efficiency – Deliver strategic expansion and optimisation of capex on budget and on time – Solid performance in all areas with, for example, achievement above target for cash conversion, and above maximum in relation to cash tax savings and annualised cash savings – Maximum performance, with all related projects delivered ahead of targets in 2024 Prepare GEC succession and reinforce talent management – Implement smooth succession for BU President Advanced Refractories by year-end – Continue to develop internal succession pipelines for other GEC roles including CEO, CFO and BU Presidents – Successful, effective and efficient integration of Nitin Jain into the Group Executive Committee, and significant development and progression of internal talent pipeline for a range of GEC positions Improve Vesuvius’ sustainability performance – Drive further reduction in CO 2 emission intensity and reinforce governance risk management – Continued, significant improvements in energy efficiency across the business and 100% employee uptake of risk management training programmes to support governance in 2024 In summary, after considering performance as outlined above, the Committee approved an Annual Incentive pay-out of 24.9% of contractual base salary, out of the maximum potential 35%, in respect of the personal objectives of Patrick André. Mark Collis Summary of objective Key objective details Summary of outcome Optimise cash management and profitability – Deliver enhanced cash conversion, annualised cash savings and trading profit margin, reduce receivables and achieve targeted cash tax savings – Solid performance in relation to cash conversion and reduction of trade creditors. Above maximum performance in relation to annualised cash and cash tax savings Review investor relations strategy – Attract at least two new long-term global investors into the shareholder base before the end of 2024 – Not completed during 2024 Drive IT performance – Fully implement learnings from 2023 cyber security incident, conduct follow-up audits and implement recommendations – Go-live of SAP A1 system in Steel Division in EMEA by end of 2024 – Learnings and audit fully implemented with testing underway for subsequent implementation of recommendations – SAP A1 deployment very close to completion for Steel Division as at end 2024 Drive OPEX reductions – Finalise implementation of Finance operating model in EMEA and NAFTA by end 2024 – Progress projects to implement consolidation of EMEA finance invoicing processes and decrease central finance headcount in line with defined targets – Significant progress of implementation in the EMEA region with NAFTA completion pending – Projects fully completed and implemented with performance above maximum target levels Improve Vesuvius’ sustainability performance – Drive further reduction in CO 2 emission intensity and reinforce governance risk management – Continued, significant improvements in energy efficiency across the business and 100% employee uptake of risk management training programmes to support governance in 2024 In summary, after considering performance as outlined above, the Committee approved an Annual Incentive pay-out of 21.0% of contractual base salary, out of the maximum potential 30%, in respect of the personal objectives of Mark Collis. The total Annual Incentive awards payable to Patrick André and Mark Collis, in respect of their service as Executive Directors during 2024, are therefore 63.9% and 54.5% of salary respectively, of which 33% will be deferred into awards over shares, to be held for a period of three years, with vesting in accordance with the Remuneration Policy. Other than in cases of dismissal for cause, deferred awards will vest in full. The Committee considered the appropriateness of this overall AIP payment in the context of the experience of our various stakeholders during 2024 and was satisfied that no discretionary adjustments were required. ![]() Vesuvius plc Annual Report and Financial Statements 2024 122 2022 VSP Awards (vesting in 2025) – audited The performance period applicable to these awards ended on 31 December 2024. Further details on the number of shares awarded are shown on page 129. Weighting 0% vesting 25% vesting 50% vesting 100% vesting Performance achieved Pay-out level (% of maximum) TSR relative to FTSE 250 excluding investment trusts 1 40% Below median Median – Upper quintile Between median and upper quintile (Ranked 58th) 20.4% Post-tax ROIC 1 40% 7.5% – – 10.0% 9.3% 28.8%3 Safety: Average Lost Time Injury Frequency Rate (LTIFR) 2022–2024 5% 1.10 – – 0.90 0.73 5.0% Energy: CO 2 e: Reduction in Scope 1 and 2 CO 2 e emission intensity (vs 2019 baseline) in 2024 2 10% -14% – – -20% -40% 2 10.0% Diversity: Gender diversity in the Senior Leadership Group on 31 Dec 2024 5% 20% – – 26% 21% 0.8% 1. Straight-line vesting applies between the vesting points. 2. Performance in relation to the Energy targets reflects a change in the way CO 2 e statistics have been calculated in 2024, and now shows the actual performance, which reflects a reduction in demand for and operation of the dolime process. The targets for the 2022 VSP award were set based on the normal operation of the dolime process. If the dolime process had continued to operate normally in 2024 (based on average production levels for 2019–2022), i.e. the same basis for modelling ‘normal’ performance, and the basis upon which the 2022 VSP targets were defined, this would show a proforma outturn of -27%, still beyond maximum. See page 51 for further information. 3. Adjusted for unbudgeted M&A costs and approved restructuring costs. Share awards granted during the financial year – audited VSP award An award was granted under the VSP to selected senior executives in April 2024. UK executives receive awards in the form of nil-cost options with a flexible exercise date. This award is subject to the performance conditions described below and will vest in April 2027 (with a subsequent two-year holding period for any vested shares to April 2029). Type of award Date of grant Maximum number of shares 1 Face value (£) Face value (% of salary) Threshold vesting End of performance period Patrick André Nil-cost option 8 April 2024 310,721 £1,511,999 200% 25% of award 31 December 2026 Mark Collis 8 April 2024 135,940 £661,498 150% 1. In 2024, Patrick André and Mark Collis were entitled to receive allocations of Performance Shares worth 200% and 150% of their base salaries respectively. Awards were calculated based on the average closing mid-market price of Vesuvius’ shares on the 30 dealing days prior to grant, of £4.8661. The maximum number of shares quoted excludes any additional shares that may be awarded in relation to dividends accruing during the vesting and holding periods. Vesting of the VSP awards is subject to satisfaction of the following performance conditions. Any LTIP vesting is at the discretion of the Remuneration Committee. Weighting Threshold 100% vesting TSR relative to FTSE 250 excluding investment trusts 1 40% Median Upper quintile Group post-tax ROIC 1 40% 8.5% 11.5% ESG: Safety: Average Lost Time Injury Frequency Rate (LTIFR) 2024–2026 1,2 5% 0.95 0.65 ESG: Energy: CO 2 e: Reduction in Scope 1 and 2 energy CO 2 e emissions/tonne (vs 2019 baseline) in 2026 1,3 10% -20% -26% ESG: Diversity: Gender diversity in Senior Leadership Group on 31 December 2026 1,4 5% 20% 26% 1. Straight-line vesting applies between the vesting points. Threshold vesting for the TSR element is 25% of maximum, and 0% of maximum for all other elements. 2. LTIFR is the Lost Time Injury Frequency Rate, based on the number of Lost Time Injuries that occur during the performance period. The calculation rate is LTIFR per million hours worked. 3. Reduction of CO 2 e emissions per metric tonne of product packed for shipment. 4. Senior Leadership Group is defined as the Group Executive Committee plus the most senior Vesuvius managers worldwide, in terms of their contribution to the Group’s overall results and to the execution of the Group’s strategy. This group comprises circa 150 members (number may slightly fluctuate from one year to the next based on organisational changes). Each of the VSP performance measures operates independently. The use of these measures is intended to align Executive Director remuneration with shareholders’ interests. Prior to vesting, the Remuneration Committee reviews the underlying financial performance of the Company and non-financial performance of the Company and individuals over the performance period to ensure that the vesting is justified, and to consider whether to exercise its discretion including consideration of any potential windfall gains. #### Annual Report on Directors’ Remunerationcontinued ![]() 123 Strategic report Governance Financial statements Deferred Share Bonus Plan award 33% of the Annual Incentive earned by Patrick André and Mark Collis in respect of performance in 2023 was deferred into a share award granted in April 2024 under the Company’s Deferred Share Bonus Plan. There are no additional performance conditions applicable to these awards. Leaver and change of control provisions in relation to these shares are set out in the Policy on page 114. Type of award Date of grant Number of shares Face value (£) Vesting date Patrick André Conditional award 8 April 2024 64,560 £314,155 8 April 2027 Mark Collis 8 April 2024 23,854 £116,076 8 April 2027 1. The number of shares has been calculated using the share price of £4.8661 (average closing share price for the 30 dealing days prior to grant) and excludes any additional shares that may be awarded in relation to dividends accruing during the vesting period. Statement of Executive Directors’ shareholding – audited The interests of Executive Directors and their closely associated persons in ordinary shares as at 31 December 2024, including any interests in share options and shares provisionally awarded under the VSP, are set out below: Beneficial holding in shares 4 Outstanding share incentive awards Nil-cost options Conditional awards With performance conditions 1 Without performance conditions 2 Without performance conditions 3 Patrick André 435,543 986,220 0 199,946 Mark Collis 47,047 278,739 23,869 23,854 1. These are Performance Shares granted under the VSP. 2. These are the remaining, as yet unvested buy-out share awards, awarded to Mark Collis, which are not subject to any additional performance conditions, as detailed on page 129 of the 2023 Annual Report. These include 595 shares which were granted subject to John Wood Group plc vesting performance, for which the performance period ended at the end of 2023, but which are not due to vest until 9 March 2026. 3. These are awards granted under the Deferred Share Bonus Plan. 4. Mark Collis’s beneficial shareholding includes 6,317 shares, awarded as part of his buy-out share awards, and comprising: 1,349 shares plus 21 dividend-equivalent shares, which vested on 20 June 2023, which were exercised on 25 August 2023 at a market value of 432.8 pence per share; 835 shares plus 12 dividend-equivalent shares, which vested and were exercised on 11 March 2024 at a market value of 480.8 pence per share; and 4,044 shares plus 56 dividend-equivalent shares, which vested and were exercised on 8 April 2024 at a market value of 491.5 pence per share. Additional notes: 5. All outstanding share incentive awards are nil-cost options except awards made under the Deferred Share Bonus Plan which are conditional awards. 6. No awards vested without being exercised during the year, and indeed no nil-cost options at all have vested without being exercised. For further details please see the Appendix: Supplementary share-related information section on pages 128 and 129. 7. None of the other Directors, nor their spouses, nor their minor children, held non-beneficial interests in the ordinary shares of the Company during the year. 8. There were no changes in the interests of Patrick André and Mark Collis in the ordinary shares of the Company in the period from 1 January 2025 to the date of this Report. 9. All awards under the VSP are subject to performance conditions and continued employment until the relevant vesting date. Full details of VSP award allocations are set out on page 129. 10. Full details of Directors’ shareholdings and incentive awards are given in the Company’s Register of Directors’ Interests, which is open to inspection at the Company’s registered office during normal business hours. Shareholding guidelines – audited The Remuneration Committee encourages Executive Directors to build and hold a shareholding in the Company. Under the 2023 Remuneration Policy, the required holding is 200% of salary for all Executive Directors. Executive Directors are required to retain at least 50% (measured as the value after tax) of any shares received through the operation of share schemes; in addition, permission to sell shares held – whether acquired through the operation of share schemes or otherwise – will not be given, other than in exceptional circumstances, if, following the disposal, the shareholding requirement is not achieved or is not maintained. Compliance with the shareholding policy is tested at the end of each year for application in the following year. Under the 2023 Remuneration Policy, the valuation of any holding is taken at the higher of: (1) the share price on the date of vesting of any shares derived from a share award, in respect of those shares only; and (2) the average of the closing prices of a Vesuvius ordinary share for the trading days in that December. As at 31 December 2024, the Executive Directors’ shareholdings against the shareholding guidelines contained in the Directors’ Remuneration Policy in force on that date (using the Company’s share price averaged over the trading days of the period 1 December to 31 December 2024, of 425.10 pence per share) were as follows: Director Actual share ownership as a percentage of salary at 31 Dec 2024 Policy share ownership as a percentage of salary Policy met? Patrick André 267% 200% Yes Mark Collis 46% 200% In the build-up period Payments to past Directors and loss of office payments – audited There were no payments made to any Director for loss of office, nor any payments to past Directors, during the year ended 31 December 2024. ![]() Vesuvius plc Annual Report and Financial Statements 2024 124 Non-executive Directors Single total figure table – audited The table below sets out the total remuneration received by Non-executive Directors in the financial year under review: (£000) 2024 2023 Total fees 1 Taxable benefits 2 Total Total fees 1 Taxable benefits 2 Total Carl-Peter Forster 279 3 281 262 4 266 Carla Bailo 97 6 103 84 4 89 Italia Boninelli 3 62 3 65 – – – Kath Durrant 4 48 3 51 86 6 92 Dinggui Gao 86 7 93 83 7 90 Friederike Helfer 74 1 76 67 1 68 Douglas Hurt 5 39 2 40 96 1 97 Eva Lindqvist 6 53 2 55 – – – Robert MacLeod 84 4 88 25 1 26 Total Non- executive Director remuneration 822 31 852 703 24 728 1. Effective from 2023, total fees for Non-executive Directors now include any stipend fees paid as a result of intercontinental travel on Vesuvius business. 2. The UK regulations require the inclusion of benefits for Directors where these would be taxable in the UK on the assumption that the Director is tax resident in the UK. The figures in the table therefore include expense reimbursement and associated tax relating to travel, accommodation and subsistence for the Director (and, where appropriate, their spouse) in connection with attendance at Board meetings and other corporate business during the year, which are considered by HMRC to be taxable in the UK. 3. Italia Boninelli joined the Board on 1 June 2024. 4. Kath Durrant stepped down from the Board on 31 July 2024. 5. Douglas Hurt stepped down from the Board on 15 May 2024. 6. Eva Lindqvist joined the Board on 15 May 2024. Fee structure in 2025 The fee for the Chairman was also reviewed by the Committee during the year and the fees for the Non-executive Directors by the Board. Following an assessment of time commitment, roles and responsibilities it was decided that the fees would increase with effect from 1 January 2025. The Chairman’s fee was increased to £270,375; the Non-executive Directors’ fees were increased to £68,150. Supplementary fees were also increased, with the supplementary Senior Independent Director fee increasing to £13,000; supplementary fee for the Chairs of the Audit and Remuneration Committees to £17,000; and supplementary fee for the Non-executive Director responsible for workforce engagement to £12,000. The stipend of £4,000, payable to Non-executive Directors in respect of each overseas, intercontinental trip they undertake on Vesuvius business, remains in place, with the stipend continuing to be payable for a maximum of five such trips in any calendar year. Statement of Non-executive Directors’ shareholding – audited The interests of Non-executive Directors and their closely associated persons in ordinary shares as at 31 December 2024 are set out below: Beneficial holding in shares Carl-Peter Forster – Carla Bailo – Italia Boninelli 1 – Kath Durrant 2 – Dinggui Gao – Friederike Helfer 3 – Douglas Hurt 4 18,000 Eva Lindqvist 5 – Robert MacLeod 14,338 1. Italia Boninelli was appointed as a Non-executive Director effective 1 June 2024. 2. Kath Durrant’s shareholding is effective as at the date she stepped down from the Board, 31 July 2024. 3. Friederike Helfer is a Partner of, and has a financial interest in, Cevian Capital which held 57,249,896 ordinary shares (22.26% of Vesuvius’ issued share capital) as at 31 December 2024 and 22.71% as at the date of this Report. 4. Douglas Hurt’s shareholding is effective as at the date he stepped down from the Board, 15 May 2024. 5. Eva Lindqvist was appointed as a Non-executive Director effective 15 May 2024. Additional notes: 6. None of the other Directors, nor their spouses, nor their minor children, held non-beneficial interests in the ordinary shares of the Company during the year. 7. There were no changes in the interests of the Non-executive Directors in the ordinary shares of the Company in the period from 1 January 2025 to the date of this Report. 8. Full details of Directors’ shareholdings are given in the Company’s Register of Directors’ Interests, which is open to inspection at the Company’s registered office during normal business hours. #### Annual Report on Directors’ Remunerationcontinued ![]() 125 Strategic report Governance Financial statements Annual changes in Executive Directors’ pay versus employee pay Executive Directors’ pay comparison The London headquartered salaried employee workforce is presented as a voluntary disclosure of the representative comparator group for the Vesuvius Group Parent Company as there is only one non-Director employee in the Parent Company. Year-on-year change in pay for Directors compared to the London headquartered employee average 2024 2023 2022 2021 2020 Salary 2 Bonus 3 Benefits 5 Salary 2 Bonus 3 Benefits 5 Salary 2 Bonus 3 Benefits 5 Salary 2,4 Bonus 3 Benefits 5,6 Salary 2,4 Bonus 3 Benefits 5 London headquartered employee average 1 8% (40%) 90% 13% 14% 33% (8%) (12%) 3% 19% 236% 120% 0% 165% 18% Executive Directors Patrick André 5% (49%) 12% 12% 29% (22%) 4% (16%) 11% 11% 469% (6%) (7%) 183% (25%) Mark Collis 5% (31%) 22% n/a – n/a n/a – n/a n/a – n/a n/a – n/a Non-executive Directors 15 Fees 2 Benefits 5 Fees 2 Benefits 5 Fees 2 Benefits 5 Fees 2 Benefits 5,6 Fees 2 Benefits 5 Carl-Peter Forster 7 6% – (35%) 0% – 97% n/a – n/a n/a – n/a n/a – n/a Carla Bailo 8 4% – 36% n/a – n/a n/a – n/a n/a – n/a n/a – n/a Italia Boninelli 9 n/a – n/a n/a – n/a n/a – n/a n/a – n/a n/a – n/a Kath Durrant 10 (4%) – (46%) 15% – (14%) 25% – 117% 19% – 100% n/a – n/a Dinggui Gao 11 4% – 1% 38% – 121% 20% – 100% n/a – n/a n/a – n/a Friederike Helfer 11% – 16% 12% – (36%) 20% – (31%) 11% – 969% (10%) – (60%) Douglas Hurt 12 1% – 22% 13% – (52%) 21% – 275% 11% – 24% (10%) – – Eva Lindqvist 13 n/a – n/a n/a – n/a n/a – n/a n/a – n/a n/a – n/a Robert MacLeod 14 35% – 364% n/a – n/a n/a – n/a n/a – n/a n/a – n/a 1. This is the average percentage change, excluding the Executive Directors. Salaries, bonus and benefits relate to the relevant financial reporting year. 2. Calculated using annualised salaries/fees. Note that, as of 2023, Non-executive Director fees reflect the inclusion of travel stipends payable for up to five intercontinental trips on Vesuvius business per year. 3. Calculated using data from the single figure table in the Annual Report. Note that for Mark Collis, the 2023 figure used for calculation is exclusive of any buy-out incentives paid in 2023. 4. During 2020, all Executive and Non-executive Directors took a voluntary 20% pay reduction for six months. Other senior employees in London headquarters also took a pay reduction between 10% and 20%, depending on their level of seniority. Therefore, the total percentage increase for Patrick André in 2021 was higher than his agreed salary increases, as this increase is compared with actual, partly-reduced salary paid during 2020 rather than full, contractual base salary. 5. Calculated using data from the audited Directors’ Emoluments. Benefits relate to taxable travel benefits, and Company pensions in the case of the Executive Directors. It is calculated as the percentage increase or decrease on the actual figures year-on-year and not annualised or pro-rated for any new starters. 6. Calculations of 2021 benefits changes have been restated as compared with the 2021 Annual Report, to ensure correct alignment with single figure remuneration tables. 7. Carl-Peter Forster joined the Board on 1 November 2022 and took over as Chairman on 1 December 2022. 8. Carla Bailo joined the Board on 1 February 2023. 9. Italia Boninelli joined the Board on 1 June 2024 and took over as Remuneration Committee Chair on 31 July 2024. 10. Kath Durrant joined on 1 December 2020 and then became the Remuneration Committee Chair following the 2021 AGM, and it is this change that accounts for the proportionally higher increase in her salary in 2021. She then stepped down from the Board on 31 July 2024, which accounts for the net reduction in year-on-year change in 2024. 11. Dinggui Gao joined the Board on 1 April 2021. 12. Douglas Hurt stepped down from the Board on 15 May 2024. 13. Eva Lindqvist joined the Board on 15 May 2024. 14. Robert MacLeod joined the Board on 1 September 2023 and took over as Audit Committee Chair on 15 May 2024, and it is that change which accounts for the proportionally higher increase in his fees and benefits in 2024. 15. The Non-executive Directors’ fees were reviewed and increased in 2015, 2019, 2022, 2023 and 2024. #### Other regulatory disclosure requirements ![]() Vesuvius plc Annual Report and Financial Statements 2024 126 CEO pay ratio The UK employee workforce is the representative comparator group to the Chief Executive, Patrick André, who is based in the UK (albeit with a global role and responsibilities). Levels of pay vary widely across the Group depending on geography and local market conditions. Year Method 25th percentile 50th percentile (median) 75th percentile 2019 Option A ratio 35:1 28:1 17:1 2020 Option A ratio 32:1 24:1 13:1 2021 Option A ratio 53:1 41:1 21:1 2022 Option A ratio 60:1 46:1 24:1 2023 Option A ratio 57:1 43:1 22:1 2024 Option A ratio 50:1 34:1 14:1 2024 Total pay and benefits (£) 47,816 71,209 167,440 2024 Salary (£) 41,103 65,000 134,159 The table above shows the Chief Executive pay ratios versus our UK employees for 2019, 2020, 2021, 2022, 2023 and 2024. The pay ratios compare amounts disclosed in the single total figure table for the Group Chief Executive to the annual full-time equivalent remuneration of our UK employees for 2019, 2020, 2021, 2022, 2023 and 2024. The Remuneration Committee is comfortable that the ratios reported reflect the remuneration principles applied and represent a valid basis for comparison of remuneration. A significant proportion of the Chief Executive’s remuneration is based on performance-related pay, which affects said remuneration disproportionately when compared with others. This is reflected in the variation in pay ratio shown over the past six years. The data has been calculated in accordance with ‘Option A’ in the Companies (Miscellaneous Reporting) Regulations 2018, because it allows the Company to show the total annualised full-time equivalent remuneration (salary, incentives, allowances, fees, taxable benefits) and percentiles across the financial year as at 31 December 2019, 2020, 2021, 2022, 2023 and 2024. Amounts have been annualised for those who joined part way through the year or who are on part-time arrangements and exclude those who left the organisation during the reporting period. The approach to calculating the pay ratios is consistent with the prior year and there have not been any changes to the compensation models in the reporting period. The Committee is comfortable that the principles applied and the quantum of compensation are appropriate across the Group’s employee base. These are regularly benchmarked to ensure market competitiveness. There is a consistent approach of measuring against both business and personal performance for all those who participate in incentive programmes. The Group continues to monitor the effectiveness of all compensation practices to identify future opportunities to ensure they remain fair, consistent and in line with best practice. Annual spend on employee pay 1 versus shareholder distributions 2 The charts below show the annual spend on all employees (including Executive Directors) compared with distributions made and proposed to be made to shareholders for 2023 and 2024: 2024 (£m) 2023 (£m) Change Employee pay 1 474.3 475.1 (0.2%) Dividends 2 (based on final proposed dividend) and share buybacks 123.4 63.8 93.4% 1. Employee pay includes wages and salaries, social security, share-based payments and pension costs, and other post-retirement benefits. See Note 7 to the Group Financial Statements. 2. Shareholder distributions/dividends includes interim and final dividends paid in respect of each financial year. In addition, figures quoted for both 2023 and 2024 also reflect share buybacks. See Note 24 of the Group Financial Statements of the 2024 Annual Report. #### Annual Report on Directors’ Remunerationcontinued ![]() 127 Strategic report Governance Financial statements Vesuvius’ total shareholder return compared against total shareholder return of the FTSE 250 Index (excluding investment trusts) over the past ten years FTSE 250 Index (excluding investment trusts) Vesuvius plc 31/12/14 50 100 150 200 250 Chief Executive pay – financial year ended François Wanecq 1 Patrick André 2 31/12/15 31/12/16 31/12/17 31/12/18 31/12/19 31/12/20 31/12/21 31/12/22 31/12/23 31/12/24 Total remuneration (single figure (£000)) £752 £1,173 £1,675 1 £465 2 £2,022 £1,220 £936 £1,706 £2,225 £2,473 £2,409 Annual variable pay (% of maximum) 0% 50% 81% 1 85% 2 83% 11% 20% 94% 76% 75% 37% Long-term variable pay (% of maximum) 0% 0% 43.7% 1 n/a 2 100% 63% 0% 0% 48% 50% 65% 1. Amounts shown in respect of François Wanecq for 2017 reflect payments in respect of his service as Chief Executive from 1 January 2017 to 31 August 2017 and the full value of his VSP award in relation to the performance period 2015–2017. 2. Amounts shown in respect of Patrick André for 2017 reflect payments in respect of his service as Chief Executive from 1 September 2017 to 31 December 2017. Shareholder voting on remuneration resolutions The 2023 Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy) was approved by shareholders at the AGM held on 15 May 2024, and the 2023 Directors’ Remuneration Policy was approved by Shareholders at the AGM held on 18 May 2023, with the following votes: Votes for Votes against Votes withheld Approval of the Directors’ Remuneration Policy 2023 AGM 234,279,589 (96.7%) 7,890,060 (3.3%) 8,514 Approval of the Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy) 2024 AGM 229,044,704 (97.1%) 6,947,440 (2.9%) 112,947 The Directors’ Remuneration Report has been approved by the Board and is signed on its behalf by: Italia Boninelli Chair of the Remuneration Committee 5 March 2025 TSR performance and Chief Executive pay The TSR performance graph compares Vesuvius’ TSR performance with that of the same investment in the FTSE 250 Index (excluding investment trusts). This index has been chosen as the comparator index to reflect the size, international scope and diversity of the Company. TSR is the measure of the returns that a company has provided for its shareholders, reflecting share price movements and assuming reinvestment of dividends. ![]() Vesuvius plc Annual Report and Financial Statements 2024 128 Share usage Under the rules of the VSP, the Company has the discretion to satisfy awards either by the transfer of Treasury shares or other existing shares, or by the allotment of newly issued shares. Awards made under the Deferred Share Bonus Plan to satisfy shares awarded to Directors in respect of their Annual Incentive, and awards made to management of the Company over shares pursuant to the Medium-Term Incentive Plan, must be satisfied out of Vesuvius shares held for this purpose by the Company’s Employee Benefit Trust (EBT). The decision on how to satisfy awards is taken by the Remuneration Committee, which considers the most prudent and appropriate sourcing arrangement for the Company. At 31 December 2024, the Company held 7,271,174 ordinary shares in Treasury and the EBT held 3,852,684 ordinary shares. No additional shares were purchased between 31 December 2024 and the date of this report. The EBT can be gifted Treasury shares by the Company, can purchase shares in the open market or can subscribe for newly issued shares, as required, to meet obligations to satisfy options and awards that vest. The VSP complies with the current Investment Association guidelines on headroom which provide that overall dilution under all plans over a rolling ten-year period should not exceed 10% of the Company’s issued share capital, with a further limitation over a rolling ten-year period of 5% for discretionary share schemes. These limits remain available in full as headroom for the issue of new shares or the transfer of Treasury shares for the Company. No Treasury shares were transferred, or newly issued shares allotted under the VSP during the year under review. Deferred Share Bonus Plan allocations – audited 33% of the Annual Incentives earned by Patrick André and Mark Collis in respect of their periods of service as Directors of Vesuvius plc were deferred into shares under the Company’s Deferred Share Bonus Plan. The following table sets out details of outstanding awards: Grant and type of award Total share allocations as at 1 Jan 2024 Additional shares allocated during the year Allocations lapsed during the year Shares vested during the year Total share allocations as at 31 Dec 2024 Market price of the shares on the day before award (p) Earliest vesting/ release date Patrick André 18 March 2021 1 Deferred Bonus Shares 9,430 – – (9,430) 0 538 18 Mar 2024 17 March 2022 2 Deferred Bonus Shares 75,207 – – – 75,207 385 17 Mar 2025 06 April 2023 3 Deferred Bonus Shares 60,179 – – – 60,179 386 06 Apr 2026 08 April 2024 4 Deferred Bonus Shares – 64,560 – – 64,560 492 08 Apr 2027 Total 144,816 64,560 – (9,430) 199,946 Mark Collis 08 April 2024 4 Deferred Bonus Shares – 23,854 – – 23,854 492 08 Apr 2027 Total – 23,854 – – 23,854 1. In 2021, Patrick André was awarded an Annual Incentive bonus in respect of his service as a Director of Vesuvius plc in 2020 of £153,419. 33% of the bonus was awarded in deferred shares (a conditional award). The allocation of shares was made on 18 March 2021 and was calculated based upon the average closing mid-market price of Vesuvius’ shares on the five dealing days before the award was made, being £5.3690. The total value of this award based on this share price was £50,628 There were no additional performance conditions applicable to this award, which therefore vested in full for Patrick André on the third anniversary of the award date. 2. In 2022, Patrick André was awarded an Annual Incentive bonus in respect of his service as a Director of Vesuvius plc in 2021 of £873,604. 33% of the bonus was awarded in deferred shares (a conditional award). The allocation of shares was made on 17 March 2022 and was calculated based upon the average closing mid-market price of Vesuvius’ shares on the five dealing days before the award was made, being £3.872. The total value of this award based on this share price was £291,202. There are no additional performance conditions applicable to this award, which will therefore vest in full for Patrick André on the third anniversary of the award date. 3. In 2023, Patrick André was awarded an Annual Incentive bonus in respect of his service as a Director of Vesuvius plc in 2022 of £731,091. 33% of this bonus was awarded in deferred shares (a conditional award). The allocation of shares was made on 6 April 2023 and was calculated based upon the average closing mid-market price of Vesuvius’ shares on the 30 dealing days before the award was made, being £4.0495. The total value of this award based on this share price was £243,695. There are no additional performance conditions applicable to this award, which will therefore vest in full for Patrick André on the third anniversary of the award date. 4. In 2024, Patrick André and Mark Collis were awarded Annual Incentive bonuses in respect of their service as Directors of Vesuvius plc in 2023 of £942,480 and £348,233 respectively. 33% of each bonus was awarded in deferred shares (conditional awards). The allocations of shares were made on 8 April 2024 and were calculated based upon the average closing mid- market price of Vesuvius’ shares on the 30 dealing days before the award was made, being £4.8661. The total value of these awards based on this share price was £314,155 and £116,076 respectively. There are no additional performance conditions applicable to these awards, which will therefore vest in full on the third anniversary of the award date. Additional note: 5. Mark Collis did not receive an Annual Incentive bonus in 2023, therefore no bonus was awarded in deferred shares during that year. 6. The mid-market closing price of Vesuvius’ shares during 2024 ranged between 357.5 pence and 504.0 pence per share, and on 31 December 2024, the last dealing day of the year, was 423.0 pence per share. Directors’ Remuneration Report #### Appendix: Supplementary share-related information ![]() 129 Strategic report Governance Financial statements Vesuvius Share Plan award allocations – audited The following table sets out outstanding awards that were allocated to Patrick André and Mark Collis under the VSP. All Performance Share awards detailed below were granted in the form of nil-cost options. For Mark Collis, this table excludes the buy-out share awards granted during 2023, which are detailed on page 129 of the 2023 Annual Report: Grant and type of award Total share allocations as at 1 Jan 2024 Additional shares allocated during the year Allocations lapsed during the year Shares vested and exercised during the year including dividends Total share allocations as at 31 Dec 2024 Market price of the shares on the day before award (p) Performance period Earliest vesting date End of holding period 1 Patrick André 18 March 2021 2 Performance Shares 230,210 – (115,658) (129,845) \* 0 \*\* 538 1 Jan 21– 31 Dec 23 18 Mar 2024 18 Mar 2026 17 March 2022 3 Performance Shares 319,900 – – – 319,900 385 1 Jan 22– 31 Dec 24 17 Mar 2025 17 Mar 2027 06 April 2023 4 Performance Shares 355,599 – – – 355,599 386 1 Jan 23– 31 Dec 25 6 Apr 2026 6 Apr 2028 08 April 2024 5 Performance Shares – 310,721 – – 310,721 492 1 Jan 24– 31 Dec 26 8 Apr 2027 8 Apr 2029 Total 905,709 310,721 (115,658) (129,845) \* 986,220 \* Total shares exercised included 15,293 dividend-equivalent shares. Shares were exercised at the point of vesting, at a market value of 483.5 pence per share. \*\* Shareholding as at 31 Dec 2024 is zero, noting that the sum total of shares lapsed and vested/exercised during 2024 exceeds the outstanding allocation as at 1st Jan 2024 due to the inclusion of dividend equivalent shares in the number of shares vested/exercised. Mark Collis 06 April 2023 4 Performance Shares 142,799 – – – 142,799 386 1 Jan 23– 31 Dec 25 6 Apr 2026 6 Apr 2028 08 April 2024 5 Performance Shares – 135,940 – – 135,940 492 1 Jan 24– 31 Dec 26 8 Apr 2027 8 Apr 2029 Total 142,799 135,940 – – 278,739 1. Performance Shares granted from 2019 onwards are subject to a further two-year holding period. 2. In 2021, Patrick André was entitled to receive an allocation of Performance Shares worth 200% of his base salary. This allocation was calculated based upon the average closing mid-market price of Vesuvius’ shares on the five dealing days before the award was made, being £5.3690. The total value of the award based on this share price was £1,235,997. 3. In 2022, Patrick André was entitled to receive an allocation of Performance Shares worth 200% of his base salary. In light of the volatile share price, the Committee applied its discretion so that the number of shares in this allocation was capped at a level based upon the average closing mid-market price of Vesuvius’ shares on the five dealing days before the February 2022 Remuneration Committee meeting of £4.02. As a result, Patrick André received an award of 319,900 shares which, at grant, was equivalent in value to 193% of his base salary (£1,239,653\*). \* Grant values are based on the average closing mid-market price of Vesuvius’ shares on the five dealing days prior to grant (£3.872). 4. In 2023, Patrick André and Mark Collis were entitled to receive allocations of Performance Shares worth 200% and 138% of their base salaries respectively\*\*. The award was made on 6 April 2023 and was calculated based upon the average closing mid-market price of Vesuvius’ shares on the 30 dealing days before the award was made, being £4.0495. As a result, Patrick André received an award of 355,599 shares which, at grant, was equivalent in value to 200% of his base salary (£1,439,998) and Mark Collis received an award of 142,799 shares which, at grant, was equivalent in value to 138% of his base salary (£578,265). \*\* Mark Collis’s entitlement in 2023, of 138%, is reflective of a pro-rated calculation of the Chief Financial Officer’s normal 150% entitlement, reflecting his date of joining the Company (1 April 2024), and therefore reflecting omission of the first three months of the three-year performance period related to the award. 5. In 2024, Patrick André and Mark Collis were entitled to receive allocations of Performance Shares worth 200% and 150% of their base salaries respectively. The award was made on 8 April 2024 and was calculated based upon the average closing mid-market price of Vesuvius’ shares on the 30 dealing days before the award was made, being £4.8661. As a result, Patrick André received an award of 310,721 shares which, at grant, was equivalent in value to 200% of his base salary (£1,511,999) and Mark Collis received an award of 135,940 shares which, at grant, was equivalent in value to 150% of his base salary (£661,498). Additional notes: 6. If the respective performance conditions for Patrick André’s and Mark Collis’s awards are not met, then the awards will lapse. If the threshold level of either of the two performance conditions applicable to awards granted prior to 2022 is met, then 12.50% of the awards will vest. For awards granted in 2022 and 2023, threshold level performance on TSR would entail 12.5% vesting, while threshold performance on other conditions entails 0% vesting. 7. The Remuneration Committee also has the discretion to award cash or shares equivalent in value to the dividend that would have been paid during the vesting period on the number of shares that vest. 8. The mid-market closing price of Vesuvius’ shares during 2024 ranged between 357.5 pence and 504.0 pence per share, and on 31 December 2024, the last dealing day of the year, was 423.0 pence per share. ![]() Vesuvius plc Annual Report and Financial Statements 2024 130 #### Directors’ Report Going concern Information on the business environment in which the Group operates, including the factors that are likely to impact the future prospects of the Group, is included in the Strategic Report. The principal risks and uncertainties that the Group faces throughout its global operations are shown on pages 72 and 73. The financial position of the Group, its cash flows, liquidity position and debt facilities are also described in the Strategic Report. In addition, the Group’s Viability Statement is set out within the Strategic Report on page 71. Note 25 to the Group Financial Statements sets out the Group’s objectives, policies and processes for managing its capital; financial risks; financial instruments and hedging activities; and its exposures to credit, market (both currency and interest rate related) and liquidity risk. Further details of the Group’s cash balances and borrowings are included in Notes 12, 13 and 25 to the Group Financial Statements. The Directors have prepared profit and loss, balance sheet and cash flow forecasts for the Group for a period in excess of 12 months from the date of approval of the 2024 financial statements. On the basis of the exercise described above, the Directors have prepared a going concern statement which can be found on page 71. Events since the balance sheet date Following the agreement reached in November 2024, on 28 February 2025 we completed the acquisition of a 61.65% shareholding in PiroMET, a Turkish refractory company, for €26.2m. The acquisition will strengthen our Advanced Refractories business in the fast-growing region of EEMEA and will also allow us to leverage PiroMET’s expertise in robotics and gunning worldwide. On 21 February 2025 the Group signed a new committed syndicated bank facility for an amount of £475m and a maturity date of August 2029. The previous committed syndicated bank facility signed in 2021 for an amount of £385m was cancelled with effect from the same date. This is considered to be a non-adjusting event. Future developments A full description of the activities of the Group, including performance, significant events affecting the Group in the year and indicative information in respect of the likely future developments in the Group’s business, can be found in the Strategic Report. Financial instruments Information on Vesuvius’ financial risk management objectives and policies can be found in Note 25 to the Group Financial Statements. Research and development The Group’s investment in research and development (R&D) during the year under review amounted to £37m (representing approximately 2% (2023: 2% on a constant currency basis) of Group revenue). Further details of the Group’s R&D activities can be found in the Operating reviews and Sustainability section of the Strategic Report. The Directors submit their Annual Report together with the audited consolidated financial statements of the Group and of the Company, Vesuvius plc, registered in England and Wales No. 8217766, for the year ended 31 December 2024. The Companies Act 2006 requires the Company to provide a Directors’ Report for Vesuvius plc for the year ended 31 December 2024. Information incorporated by reference The information that fulfils this requirement and which is incorporated by reference into, and forms part of, this report is included in the following sections of the Annual Report: – The Section 172(1) Statement – The Non-Financial and Sustainability Information Statement – The Governance section, including the Corporate Governance Statement – Financial instruments: the information on financial risk management objectives and policies contained in Note 25 to the Group Financial Statements This Directors’ Report and the Strategic Report contained on pages 1 to 73 together represent the management report for the purpose of compliance with DTR 4.1.8 R of the Financial Conduct Authority’s Disclosure and Transparency Rules. ![]() 131 Strategic report Governance Financial statements Political and charitable donations In accordance with Vesuvius policy, the Group did not make any political donations or incur any political expenditure in relation to any UK or non-UK political parties during 2024 (2023: nil). The Company made no charitable donations in the UK in 2024 (2023: £2,500). Task Force on Climate-related Financial Disclosures (TCFD) The Group has reported its climate-related information in accordance with the TCFD framework. The majority of this information is included in the Non-Financial and Sustainability Information Statement in the Strategic Report. A schedule of disclosure is included on page 38. Energy consumption and efficiency/greenhouse gas emissions Information on our reporting of greenhouse gas emissions, and the methodology used to record these, is set out on page 53 of the Strategic Report. Details of the Group’s energy usage for 2024, and the efficiency initiatives currently being undertaken, can be found in the Non-Financial and Sustainability Information Statement in the Strategic Report on pages 37–54. Branches A number of the Group’s subsidiary undertakings maintain branches; further details of these can be found in Note 17.1 to the Group Financial Statements. Dividends An interim dividend of 7.1 pence (2023: 6.8 pence) per Vesuvius ordinary share was paid on 13 September 2024 to shareholders on the register at the close of business on 9 August 2024. The Board is recommending a final dividend in respect of 2024 of 16.4 pence (2023: 16.2 pence) per ordinary share which, if approved, will be paid on 6 June 2025 to shareholders on the register at 25 April 2025. The Trustee of the Group’s employee benefit trust has waived the right to receive any dividends. Accountability and audit A responsibility statement of the Directors and a statement by the Auditors about their reporting responsibilities can be found on pages 138, and 139–146, respectively. The Directors fulfil the responsibilities set out in their statement within the context of an overall control environment of central strategic direction and delegated operating responsibility. As at the date of this report, as far as each Director of the Company is aware, there is no relevant audit information of which the Company’s Auditors are unaware and each Director hereby confirms that they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company’s Auditors are aware of that information. Auditors’ reappointment PricewaterhouseCoopers LLP (PwC) were reappointed as External Auditors for Vesuvius plc for the year ended 31 December 2024, at the 2024 AGM. PwC have been Vesuvius’ External Auditors since 2017 and have expressed their willingness to continue in office as Auditors of the Company for the year ending 31 December 2025. Consequently, resolutions for the reappointment of PwC as External Auditors of the Company and to authorise the Directors to determine their remuneration are to be proposed at the 2025 AGM. Directors The current Directors of the Company are Patrick André, Carla Bailo, Italia Boninelli, Mark Collis, Carl-Peter Forster, Dinggui Gao, Friederike Helfer, Eva Lindqvist and Robert MacLeod. Douglas Hurt retired from the Board at the close of the AGM on 15 May 2024, when Eva Lindqvist joined the Board. Italia Boninelli joined the Board on 1 June 2024 and Kath Durrant stepped down from the Board on 31 July 2024. All the current Directors will offer themselves for election or re-election at the 2025 AGM. Biographical information for the Directors is given on pages 76 and 77. Further information on the remuneration of, and contractual arrangements for, the Executive and Non-executive Directors is given on pages 103–129 in the Directors’ Remuneration Report. The Non-executive Directors do not have service agreements. Directors’ indemnities The Directors have been granted qualifying third-party indemnity provisions by the Company and the Directors of the Group’s UK Pension Plan’s Trustee Board (none of whom is a Director of Vesuvius plc) have been granted qualifying pension scheme indemnity provisions by Vesuvius Pension Plans Trustees Limited. The indemnities for Directors of Vesuvius plc have been in force since the date of their appointments. The Pension Trustee indemnities were in force throughout the last financial year and remain in force. ![]() Vesuvius plc Annual Report and Financial Statements 2024 132 Annual General Meeting The Annual General Meeting of the Company will be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ on Friday 16 May 2025 at 11.00 am. Amendments of Articles of Association The Company may make amendments to the Articles by way of special resolution in accordance with the Companies Act. The Articles were last amended at the 2021 AGM, to reflect changes in the law and developments in market practice and technology. Share capital As at the date of this report, the Company had an issued share capital of 259,418,940 ordinary shares of 10 pence each; 7,271,174 of these ordinary shares are held in Treasury. Therefore, the total number of Vesuvius plc shares with voting rights is 252,147,766. Further information relating to the Company’s issued share capital can be found in Note 9 to the Company Financial Statements. The Company’s Articles specify that, subject to the authorisation of an appropriate resolution passed at a General Meeting of the Company, Directors can allot relevant securities under Section 551 of the Companies Act up to the aggregate nominal amount specified by the relevant resolution. In addition, the Articles state that the Directors can seek the authority of shareholders in a General Meeting to allot equity securities for cash, without first being required to offer such shares to existing ordinary shareholders in proportion to their existing holdings under Section 561 of the Companies Act, in connection with a rights issue and in other circumstances up to the aggregate nominal amount specified by the relevant resolution. At the AGM on 15 May 2024, the Directors were authorised to issue relevant securities up to an aggregate nominal amount of £8,936,461, and, in connection with a rights issue, to issue relevant securities up to a further aggregate nominal amount of £8,936,461. In addition, the Directors were empowered to allot equity securities, or sell Treasury shares, for cash in connection with a rights issue or other pre-emptive offer without first being required to offer such shares to existing shareholders in proportion to their existing holdings. The Directors were also empowered to allot equity securities, and/or sell Treasury shares, for cash in any case other than in connection with a rights issue or other pre-emptive offer up to an aggregate nominal value of £2,680,938, or a follow-on offer, without first being required to offer such shares to existing shareholders in proportion to their existing holdings, and for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board of the Company determines to be an acquisition or other capital investment, to allot equity securities, or sell Treasury shares, for cash on a non-pre-emptive basis up to an additional nominal amount of £2,680,938. Each of the authorities given in these resolutions expires on 30 June 2025 or the date of the AGM to be held in 2025, whichever is the earlier. The resolutions were all tabled in accordance with the revised terms of the Pre-Emption Group’s Statement of Principles. The Directors propose to table similar resolutions at the 2025 AGM. In the year ahead, other than potentially in respect of Vesuvius’ ability to satisfy rights granted to employees under its various share-based incentive arrangements, the Directors have no present intention of issuing any share capital of Vesuvius plc. #### Directors’ Reportcontinued ![]() 133 Strategic report Governance Financial statements Authority for purchase of own shares Subject to the provisions of company law and any other applicable regulations, the Company may purchase its own shares. At the AGM on 15 May 2024, Vesuvius shareholders gave authority to the Company to make market purchases of up to 26,809,383 Vesuvius ordinary shares of 10 pence, representing 10% of the Company’s issued ordinary share capital as at the latest practicable day prior to the publication of the Notice of AGM. On 4 December 2023, the Company announced, consistent with its capital allocation policy to return surplus cash to shareholders, the commencement of a share buyback programme of up to £50 million. This programme completed on 22 August 2024. A total of 10,821,465 ordinary shares were purchased for a consideration of £49,941,234 and at an average price of £4.615 per share. Between 1 January 2024 and 22 August 2024, 10,145,758 ordinary shares were purchased under the initial share buyback programme at a cost of £46.8 million excluding transaction costs. The purchased shares represented a nominal value of £1,014,576 and 3.8% of the Company’s issued share capital on 31 December 2024. On 19 November 2024, the Company announced the commencement of a further share buyback programme of up to £50 million to end no later than 23 July 2025, and targeted to be completed by late May 2025, subject to regulatory limits and market conditions. From 19 November 2024 to the end of the financial year on 31 December 2024, the Company had purchased 3,670,188 ordinary shares, representing a nominal value of £367,019 and 1.4% of the Company’s issued share capital on 31 December 2024. 3,172,332 of these ordinary shares were cancelled by 31 December 2024, the 497,856 remaining ordinary shares were cancelled on 2 and 7 January 2025. The cost of the shares purchased between 19 November and 31 December 2024 was £15.5 million excluding transaction costs. Between 1 January 2024 and 31 December 2024, a total of 13,815,946 ordinary shares were therefore purchased by the Company under its share buyback programmes, at a cost of £62.4 million excluding transaction costs. The purchased shares represented a nominal value of £1,381,595 and 5.2% of the Company’s issued share capital on 31 December 2024. Between 1 January 2025 and the date of this report, a further 5,037,041 shares, representing a nominal value of £503,704 and 1.9% of the Company’s issued share capital on 1 January 2025, have been purchased at a cost of £20.6 million excluding transaction costs. The average price of shares purchased in 2025 to date is £4.08 per share. The sole purpose of the share buyback programmes is to reduce Vesuvius’ share capital and the ordinary shares purchased pursuant to the programmes are being cancelled. The Board considered the views of the Company’s shareholders and the impact that the purchase would have on other investors, concluding that it would send a positive public signal that the Company was performing well and would benefit all of the Group’s stakeholders. A buyback was chosen over, for example, a tender offer or special dividend, reflecting the preference of shareholders and advice from brokers, as a structure that equally benefits all shareholders over a sustained period. Over the course of the programmes, the buyback is expected to be modestly EPS accretive and as such will enhance TSR in the event that our trading valuation multiple is maintained. The impact of the buyback is recognised in the Company’s budget and is reflected in the Group’s incentive targets. In 2013, the Company acquired 7,271,174 ordinary shares, representing a nominal value of £727,117 and 2.6% of the entire called up share capital of the Company prior to the purchase. These shares were purchased pursuant to the Board’s commitment to return the majority of the net proceeds of the disposal of the Precious Metals Processing Division to shareholders. These shares are currently held as Treasury shares and are not eligible to participate in dividends and do not carry any voting rights. The Company has not subsequently disposed of any of the repurchased shares designated as Treasury shares. The Company does not have a lien over any of its shares. Further details of Treasury shares and the share buyback programmes are set out in Note 9 to the Company Financial Statements. The Directors’ purchase of own shares authority expires on 30 June 2025 or the date of the AGM to be held in 2025, whichever is the earlier. The Directors will seek renewal of this authority at the 2025 AGM. ![]() Vesuvius plc Annual Report and Financial Statements 2024 134 Share plans Vesuvius operates a number of share-based incentive plans. Under these plans, the Group can satisfy entitlements by the acquisition of existing shares, the transfer of Treasury shares or by the issue of new shares. Existing shares are held in an employee benefit trust (EBT). The Trustee of the EBT purchases shares in the open market as required to enable the Group to meet liabilities for the issue of shares to satisfy awards that vest. The Trustee does not register votes in respect of these shares at the Company’s Annual General Meetings and has waived the right to receive any dividends. At 31 December 2023, the EBT held 1,956,030 ordinary shares of 10 pence each in the Company. During 2024, the EBT sold/transferred 1,594,809 ordinary shares to satisfy the vesting of awards under the Company’s share-based incentive plans. It also purchased 3,491,463 ordinary shares in Vesuvius with a nominal value of £349,146 at a total cost, including transaction costs, of approximately £17.1m, to hold to satisfy the future vesting of awards under the Company’s share incentive plans. As at 31 December 2024, the EBT held 3,852,684 ordinary shares. The total purchases during the year represented 1.3% of the Company’s called up share capital. As at the date of this report the EBT held 3,852,684 ordinary shares. Restrictions on transfer of shares and voting The Company’s Articles do not contain any specific restrictions on the size of a holding or on the transfer of shares. The Directors are not aware of any agreements between holders of the Company’s shares that may result in restrictions on the transfer of securities or voting rights. No person has any special rights with regard to the control of the Company’s share capital and all issued shares are fully paid. This is a summary only and the relevant provisions of the Articles should be consulted if further information is required. Change of control provisions The terms of the Group’s committed bank facility and US Private Placement Loan Notes contain provisions entitling the counterparties to exercise termination or other rights in the event of a change of control on takeover of the Company. A number of the arrangements to which the Company and its subsidiaries are party, such as other debt arrangements and share incentive plans, may also alter or terminate on a change of control in the event of a takeover. In the context of the Group as a whole, these other arrangements are not considered to be significant. Interests in the Company’s shares The Company has been advised in accordance with DTR 5 of the Disclosure and Transparency Rules of the following notifiable interests of 3%, or more, of its issued ordinary shares: As at date of notification As at 31 Dec 2024 1 As at 4 Mar 2025 2 Cevian Capital 22.01% 22.26% 22.71% GLG Partners LP 6.26% 6.61% 6.74% Martin Currie 4.83% 5.10% 5.20% BlackRock Inc 5.5% 5.58% – Aberforth Partners 4.93% 5.19% 5.30% 1. The notifiable interests have been restated to reflect the change in issued share capital as at 31 December 2024 resulting from the Share Buyback Programme. 2. The notifiable interests have been restated to reflect the change in issued share capital as at 4 March 2025 resulting from the Share Buyback Programme. The interests of Directors and their connected persons in the ordinary shares of the Company as disclosed in accordance with the Listing Rules of the Financial Conduct Authority are as set out on pages 123 and 124 of the Directors’ Remuneration Report and details of the Directors’ Deferred Share Bonus Plan and Vesuvius Share Plan awards are set out on pages 128 and 129. #### Directors’ Reportcontinued ![]() 135 Strategic report Governance Financial statements Suppliers, customers and others Information summarising how the Directors have regard to the need to foster the Company’s business relationships with suppliers, customers and others is included in the Group’s Section 172(1) Statement on pages 63–66. This also details how that regard impacted the principal decisions taken by the Directors during the year. Our approach to business places a significant number of Vesuvius Steel employees at customer sites on a permanent basis. In the Foundry Division, our success is built on our deep understanding of customer processes and technical requirements, and our ability to assist them in delivering the greatest efficiency from their operations. During the year, our supplier audit programme covered the operations of 269 suppliers. This approach allows Vesuvius to gain a deep understanding of our suppliers’ operations to ensure sustainability and quality of supply. Vesuvius agrees payment terms with its suppliers and seeks to pay in accordance with those terms. Equal opportunities employment Vesuvius is an equal opportunities employer, and decisions on recruitment, development, training and promotion, and other employment-related issues are made solely on the grounds of individual ability, achievement, expertise and conduct. These principles are operated on a non-discriminatory basis, without regard to race, colour, nationality, culture, ethnic origin, religion, belief, gender, sexual orientation, age, disability or any other reason not related to job performance or prohibited by applicable law. In cases where employees are injured or disabled during employment with the Group, support, including appropriate training, is provided to those employees and workplace adjustments are made as appropriate in respect of their duties and working environment, supporting recovery and continued employment. Employee engagement Information on the mechanisms through which Vesuvius engages with its workforce, including its UK workforce, is included in the Section 172(1) Statement on pages 63–66 and in the Sustainability section on pages 55–58 . ![]() Vesuvius plc Annual Report and Financial Statements 2024 136 Pensions In each country in which the Group operates, the pension arrangements in place are considered to be consistent with good employment practice in that particular area. Independent advisers are used to ensure that the plans are operated in accordance with local legislation and the rules of each plan. Group policy prohibits direct investment of pension fund assets in the shares of Vesuvius plc. The majority of the ongoing pension plans are defined contribution plans, where our only obligation is to make contributions, with no further commitments on the level of post-retirement benefits. During 2024, cash contributions of £11.8m (2023: £12.1m) were made into the defined contribution plans and charged to trading profit. The Group’s principal defined benefit pension plans are in the UK and the US, the benefits of which are based upon the final pensionable salaries of plan members. The assets of these plans are held separately from the Group in trustee-administered funds. The Trustees are required to act in the best interests of the plans’ beneficiaries. The Group also has defined benefit pension plans in other territories but, except for those in Germany, these are not individually material in relation to the Group. Vesuvius continues to seek ways to de-risk its existing pension plans through a combination of asset matching, buy-in opportunities and, where prudent, voluntary cash contributions. The total gross defined benefit obligations at 31 December 2024 were £374.1m funded (2023: £416.3m funded) and £58.7m unfunded (2023: £62.8m unfunded). After asset funding there was a net deficit of £37.4m (2023: £46.3m) representing a decrease of £8.9m. The Group’s UK defined benefits plan (the ‘UK Plan’) and the main US defined benefits plans are closed to new entrants and have ceased providing future benefits accrual, with all eligible employees instead being provided with benefits through defined contribution arrangements. For the Group’s closed UK Plan, a Trustee Board exists comprising employees, former employees and an independent trustee. The Board currently comprises six trustee Directors, of whom two are member-nominated. The administration of the UK Plan is outsourced. The Company is mindful of its obligations under the Pensions Act 2004 and of the need to comply with the guidance issued by the Pensions Regulator. Regular dialogue is maintained between the Company and the Trustee Board of the UK Plan to ensure that both the Company and Trustee Board are apprised of the same financial and other information about the Group and the UK Plan. This is pertinent to each being able to contribute to the effective functioning of the UK Plan. In November 2021, the Trustee of the Vesuvius Pension Plan signed a pension insurance buy-in agreement with Pension Insurance Corporation plc (PIC). This buy-in secured an insurance asset from PIC that matches the remaining pension liabilities of the UK Plan, with the result that the Company no longer bears any investment, longevity, interest rate or inflation risks in respect of the UK Plan. All benefits in the UK Plan (with the exception of a small amount of benefits expected to arise in future as a result of guaranteed minimum pensions (GMP) equalisation) are now insured with PIC. The Group has several defined benefit pension plans in the US, providing retirement benefits based on final salary or a fixed benefit. The Group’s principal US defined benefit pension plans are closed to new members and to future benefit accrual for existing members. The Group has several defined benefit pension arrangements in Germany which are unfunded, as is common practice in that country. In 2016, the main German defined benefit plan was closed for new entrants and existing members were offered a buy-out of their benefits under this plan. Those who accepted this buy-out then joined the new defined contribution plan. #### Directors’ Reportcontinued ![]() 137 Strategic report Governance Financial statements Listing Rule 6.6.1 R Disclosures The following disclosures are made in compliance with the Financial Conduct Authority’s Listing Rule 6.6.1R: Disclosure requirement under LR 6.6.1 R Reference/Location (1) Interest capitalised by the Group during the year None (2) Publication of unaudited financial information Not applicable (3) Details of any long-term incentive schemes Pages 117 and 118 (4) Director waiver of emoluments Not applicable (5) Director waiver of future emoluments Not applicable (6) Allotment for cash of equity securities made during the year Not applicable (7) Allotment for cash of equity securities made by a major unlisted subsidiary during the year Not applicable (8) Details of participation of parent undertaking in any placing made during the year Not applicable (9) Details of relevant material contracts in which a Director or controlling shareholder was interested during the year Not applicable (10) Contracts for the provision of services by a controlling shareholder during the year Not applicable (11) Details of any arrangement under which a shareholder has waived or agreed to waive any dividends Vesuvius plc holds 7,271,174 of its 10 pence ordinary shares as Treasury shares. No dividends are payable on these shares. The Trustee of the Company’s EBT has agreed to waive, on an ongoing basis, any dividends payable on shares it holds in trust for use under the Company’s Employee Share Plans, details of which can be found on pages 128, 129 and 134 (12) Details of where a shareholder has agreed to waive future dividends See above (13) Statements relating to controlling shareholders and ensuring company independence Not applicable The Directors’ Report has been approved by the Board and is signed, by order of the Board, by the Secretary of the Company. Henry Knowles Company Secretary 5 March 2025 ![]() Vesuvius plc Annual Report and Financial Statements 2024 138 #### Statement of Directors’ Responsibilities in respect of the Financial Statements The Directors are responsible for preparing the Annual Report and Financial Statements in accordance with applicable law and regulation. Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared the Group financial statements in accordance with UK-adopted international accounting standards and the Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 ‘Reduced Disclosure Framework’, and applicable law). Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that period. In preparing the financial statements, the Directors are required to: – Select suitable accounting policies and then apply them consistently – State whether applicable UK-adopted international accounting standards have been followed for the Group financial statements and United Kingdom Accounting Standards, comprising FRS 101, have been followed for the Company financial statements, subject to any material departures disclosed and explained in the financial statements – Make judgements and accounting estimates that are reasonable and prudent and – Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business The Directors are responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006. The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Directors’ confirmations The Directors consider that the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group and Company’s position and performance, business model and strategy. Each of the Directors, whose names and functions are listed below, confirm that, to the best of their knowledge: – The Company financial statements, which have been prepared in accordance with United Kingdom Accounting Standards, comprising FRS 101, give a true and fair view of the assets, liabilities and financial position of the Company; and – The Group financial statements, which have been prepared in accordance with UK-adopted international accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the Group – The Strategic Report includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that the Group faces The names and functions of the Directors of Vesuvius plc as at the date of signing these financial statements are as follows: Carl-Peter Forster Chairman Patrick André Chief Executive Mark Collis Chief Financial Officer Eva Lindqvist Non-executive Director and Senior Independent Director Carla Bailo Non-executive Director Italia Boninelli Non-executive Director and Chair of the Remuneration Committee Dinggui Gao Non-executive Director Friederike Helfer Non-executive Director Robert MacLeod Non-executive Director and Chair of the Audit Committee On behalf of the Board Mark Collis Chief Financial Officer 5 March 2025 ![]() 139 Strategic report Governance Financial statements Opinion In our opinion: – Vesuvius plc’s group financial statements and company financial statements (the “financial statements”) give a true and fair view of the state of the group’s and of the company’s affairs as at 31 December 2024 and of the group’s profit and the group’s cash flows for the year then ended; – the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards as applied in accordance with the provisions of the Companies Act 2006; – the company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and – the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements, included within the Annual Report, which comprise: the Group Balance Sheet and Company Balance Sheet as at 31 December 2024; the Group Income Statement, the Group Statement of Comprehensive Income, the Group Statement of Cash Flows, the Group Statement of Changes in Equity and Company Statement of Changes in Equity for the year then ended; and the notes to the financial statements, comprising material accounting policy information and other explanatory information. Our opinion is consistent with our reporting to the Audit Committee. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided. Other than those disclosed in Note 5.2 of the Group financial statements, we have provided no non-audit services to the company in the period under audit. #### Independent auditors’ report to the members of Vesuvius plc #### Report on the audit of the financial statements ![]() Vesuvius plc Annual Report and Financial Statements 2024 140 #### Independent auditors’ report to the members of Vesuvius plccontinued Our audit approach Overview Audit scope – Our audit included full scope audits of 17 components and specific audit procedures on certain balances and transactions for 12 additional components. – Taken together, the components at which either full scope audit work or specified audit procedures were performed enabled us to get coverage on 73% of revenue, and 88% of profit before tax. Key audit matters – Impairment of goodwill (Group) – Impairment of investment in subsidiaries (Company) Materiality – Overall group materiality: £9.1 million (2023: £8.5 million) based on 5.0% of 3 year average (2023: 5.0% of 3 year average) profit before tax adjusted for non-recurring separately reported items (2023: profit before tax). – Overall company materiality: £9.1 million (2023: £8.5 million) based on 1.0% of total assets, capped at the level of overall Group materiality. – Performance materiality: £6.8 million (2023: £6.4 million) (group) and £6.8 million (2023: £6.4 million) (company). The scope of our audit As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. Key audit matters Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit. Provisions for exposures (legacy matter lawsuits), which was a key audit matter last year, is no longer included because of the limited developments on the matter, the consistent judgement applied and the reduced estimation uncertainty. Otherwise, the key audit matters below are consistent with last year. ![]() 141 Strategic report Governance Financial statements Key audit matter How our audit addressed the key audit matter Impairment of goodwill (Group) At 31 December 2024, the carrying value of goodwill is £616.2 million (2023: £630.9 million). Goodwill arising from acquisitions has an indefinite expected useful life and so is not amortised but rather is tested for impairment at least annually at the cash-generating unit (“CGU”) level. Management has determined its CGUs to align with the operating segments, which are Steel Advanced Refractories, Steel Flow Control and Foundry. Steel Sensors and Probes goodwill was previously impaired and is fully written down. Management prepares a Value in Use (VIU) model (discounted cashflow) to test for impairment of the carrying value of the above CGUs. This is based on a Board approved 2025 budget supplemented by a 3 year forecast for 2026 through to 2028, on which a terminal value is calculated based on long term growth rates. The VIU model requires estimation of projected future cash flows and involves making key assumptions of revenue and trading profit growth rates, an appropriate discount rate and long term growth rates for each of the CGUs. In making such future assumptions there is an inherent level of estimation uncertainty to consider. Management also considered a valuation from its market capitalisation and other market data to determine a Fair Value Less Costs of Disposal (‘FVLCD’) for the Group. We focused on the valuation of the goodwill due to its material carrying value, and with regard to the estimation uncertainties arising from the factors set out above. Refer to Intangible Assets (Note 15), Impairment of Tangible and Intangible Assets (Note 16), Critical Accounting Judgements and Estimates (Note 3) and Significant issues and material judgements in the Audit Committee report. Our audit procedures included: – We obtained management’s VIU models and FVLCD analysis. We ensured the calculations were mathematically accurate and that the valuation methodology conformed with the requirements of IAS 36 ‘Impairment of Assets’. – For key assumptions made by management in respect of forecast revenue and trading profit growth: – We obtained management’s supporting evidence such as the approved budget and 3 year forecasts. We agreed the forecast cashflows and underlying assumptions to these and assessed historical evidence of CGU growth rates. We also challenged the extent to which climate change considerations had been reflected in management’s forecast cash flows; – We obtained evidence through our own independent research. This included evidence of forecast production and demand levels for the CGU’s end customer markets, climate change driven trends and recovery and growth in cyclical end-markets; and – We considered market valuation evidence such as current and target share price, as well as other market data such as valuation multiples on recent deals for similar groups. – We utilised internal valuations experts to support our audit procedures over the discount rate and long-term growth rate assumptions used in the VIU model and sensitised the impacts of changes in the discount rate within our view of a reasonable range. – We sensitised key assumptions including, free cash flow average annual growth rate, discount rate and long-term growth rate and established the impact of reasonably possible changes to these assumptions. We ensured these sensitivities were appropriately disclosed in accordance with IAS 36, ‘Impairment of assets’. We also instructed our component audit teams to evaluate the appropriateness of management impairment indicator assessments performed within the components and to also assess any material impacts of climate change. Our component teams, under our supervision, did not identify any additional impairments required or inconsistent findings to our Group level assessment. Our findings were discussed with the Audit Committee. Impairment of investment in subsidiaries (Company) The Company holds investments in subsidiaries with a total carrying amount of £1,778.0 million at 31 December 2024 (2023: £1,778.0 million). IAS 36 ‘Impairment of assets’ requires management to consider whether there are any indicators of impairment in respect of the valuation of non-financial assets. Due to the quantum of the carrying amount, levels of estimation uncertainty that exist similar to assumptions used in testing for impairment of goodwill (Group) and the market capitalisation of the Group this was an area of focus for the audit of the Company. Consistent with the prior year management performed an impairment test utilising cash flow forecasts used for testing for impairment of the Group’s goodwill together with additional considerations of cash flows relevant to the subsidiaries that the Company owns. The judgements and estimates required to determine the cash flow forecasts are aligned with those set out in ‘Impairment of goodwill (Group)’ above, and adjusted for intercompany cashflows. Refer to Investments (Note 7) and Critical Accounting Judgements and Estimates (Note 3) in the Company financial statements, and Significant issues and material judgements in the Audit Committee report. Our audit procedures included: – Assessing the results of the VIU model and FVLCD analysis used for the impairment test for goodwill, together with adjustments made to reflect cash inflows to subsidiaries due from the Company. – Testing of the Group VIU model, including procedures performed over management’s model and evidence obtained in respect of key assumptions made is set out in Key audit matter ‘Impairment of goodwill (Group)’. We also compared the carrying value of the investment in subsidiaries and the Group Value in Use to the market capitalisation and market valuation expectations. Our findings were discussed with the Audit Committee. ![]() Vesuvius plc Annual Report and Financial Statements 2024 142 How we tailored the audit scope We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the group and the company, the accounting processes and controls, and the industry in which they operate. The Vesuvius Group (Vesuvius plc (Company) together with its subsidiaries) has operations in 40 countries, including 68 sales offices and has 54 production sites. The Group consolidates financial information through reporting from its components which include divisions and functions at these sites. Our audit scope was determined by considering the significance of the component by size or risk as per ISA (UK) 600 (Revised). Components determined to be significant by size or risk were identified as having events or conditions that give rise to significant or elevated risks of material misstatement of the group financial. We also evaluated contribution to profit before tax and to other individual financial statement line items, with specific consideration to obtaining sufficient coverage over areas of heightened risk and locations. We identified one component (2023: one) as significant due to size or risk in 2024. The audit scope comprised a further 16 components for which we determined that full scope audits would need to be performed and 12 components for which specific audit procedures on certain balances and transactions were performed by either component teams or the Group team. This collectively provided audit coverage of 73% of the Group’s revenue and 88% of the Group’s profit before tax. This, together with the additional procedures performed at the Group level, including testing the consolidation process, gave us the evidence we needed for our opinion on the financial statements as a whole. In establishing the overall approach to the Group audit, we determined the type of work that needed to be performed by us, as the Group audit team, or by component auditors (involving experts and specialists where required) in both PwC network firms and other audit firms. Where the work was performed by component auditors, we determined the level of direction, review and supervision we needed to have in the audit work at those components to be able to conclude whether sufficient appropriate audit evidence had been obtained as a basis for our opinion on the financial statements as a whole. This was achieved through: – Attendance at audit clearance meetings by senior Group team members; – Interactions with local component management; – Our direction and supervision of the audit approach and review of audit findings; – Review of selected audit workpapers of certain components reporting to us; – Engagement of experts and specialists where required and review of their output, and – Site visits for selected components The Group audit team also performed the audit of the Company and other procedures over those components of the Group not subject to full scope audits. The impact of climate risk on our audit The ‘Sustainability’ section of the Strategic report sets out the Group’s climate change risk assessment, the climate related targets set and evaluation of the potential financial impacts. In planning and executing our audit we considered management’s risk assessment and analysis of impacts to the financial statements. We made enquiries of management to understand the process adopted by management to assess the extent of the potential impact of climate related risk and targets established by management on the Group’s financial statements and support the disclosures made within the ‘Non-Financial and Sustainability Information Statement’ section of the Strategic Report and Note 2.6 of the Group financial statements. Management has made commitments to achieve net zero for the Group’s Scope 1 and Scope 2 carbon footprint at the latest by 2050 as disclosed in the ‘Sustainability’ section of the Strategic report of the Annual Report. Management considers the impact of climate risk gives rise to a potential material financial statement impact in the medium to long term (between 2035 and 2050). We understood the key impacts to the Group could include growth of aluminium casting processes for light vehicle castings, transition from internal combustion engines to electric vehicles, transition from blast furnaces converted to direct reduced iron production or electric arc furnaces (EAF), ability to diversify business activities and access to new markets. This would most likely impact the financial statement line items and estimates associated with future cashflows because the impact of climate change for the Vesuvius Group is expected to become more notable in the medium to long term. We considered the following areas to potentially be materially impacted by climate risk and consequently we focused our audit work in these areas: carrying value and the estimation of useful lives of property, plant and equipment, and goodwill and intangibles, with impairment of goodwill (Group) determined to be a key audit matter for the year ended 31 December 2024. Additionally, we considered the consistency of the disclosures in relation to climate change (including the disclosures in the Task Force on Climate-related Financial Disclosures (TCFD) related reporting within the ‘Sustainability’ section of the Strategic report, with the financial statements and our knowledge obtained from our audit. This included considering whether the assumptions made by management in the TCFD scenario analysis are consistent with the assumptions used elsewhere in the financial statements. We have not noted any issues as part of this work which contradict the disclosures in the Annual Report or materially impact the financial statements, or our key audit matters for the year ended 31 December 2024. #### Independent auditors’ report to the members of Vesuvius plccontinued ![]() 143 Strategic report Governance Financial statements Materiality The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows: Financial statements – Group Financial statements – Company Overall materiality £9.1 million (2023: £8.5 million). £9.1 million (2023: £8.5 million). How we determined it 5.0% of 3 year average (2023: 5.0% of 3 year average) of profit before tax adjusted for non-recurring separately reported items (2023: profit before tax). 1.0% of total assets, capped at the level of overall Group materiality (2023: 1.0% of total assets, capped at the level of overall Group materiality). Rationale for benchmark applied We believe that profit before tax adjusted for non-recurring separately reported items provides us with an appropriate basis for determining our overall Group audit materiality given it is a key measure for users of the financial statements. We have applied 5.0% to a 3 year average of profit before tax adjusted for non-recurring separately reported items, to take into consideration the fluctuation in results over the past 3 years. We believe that total assets is an appropriate basis for determining materiality for the Company, given this entity is an investment holding Company and this is an accepted audit benchmark. The materiality was capped to the level of Group overall materiality. The Company is not an in-scope component for our Group audit. For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality. The range of materiality allocated across components was £0.5 million to £8.2 million. Certain components were audited to a local statutory audit materiality that was also less than our overall group materiality. We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75% (2023: 75%) of overall materiality, amounting to £6.8 million (2023: £6.4 million) for the group financial statements and £6.8 million (2023: £6.4 million) for the company financial statements. In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment and aggregation risk and the effectiveness of controls – and concluded that an amount at the upper end of our normal range was appropriate. We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £0.45m (group audit) (2023: £0.45m) and £0.45m (company audit) (2023: £0.4m) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons. ![]() Vesuvius plc Annual Report and Financial Statements 2024 144 Conclusions relating to going concern Our evaluation of the directors’ assessment of the group’s and the company’s ability to continue to adopt the going concern basis of accounting included: – Evaluating management’s base case and severe but plausible downside case for liquidity and debt covenant compliance and available financial resources and obtaining supporting evidence for key assumptions. This included agreeing the underlying cash flow projections to the Board approved forecast, assessing how these forecasts were compiled and assessing the historical accuracy of the forecasts. We also evaluated current performance and available financing facilities and related liquidity headroom. – Checking management’s covenant calculations and compliance to ensure that the covenant thresholds and definitions were consistent with the financing agreements. – Testing the accuracy and integrity of cash flow models used to assess available liquidity during the going concern period disclosed. – Considering management’s refinancing arrangements in the going concern period and ensuring this was factored into the outcome; – Determining alternative sensitivity scenarios to ascertain the impact of changes in assumptions. These included scaling back forecasts and increasing working capital as a percentage of forecast revenue; and – Reviewing disclosures in the financial statements and relevant ‘other information’ in the Annual Report, and assessing consistency with the financial statements and our knowledge based on our audit. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group’s and the company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group’s and the company’s ability to continue as a going concern. In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Reporting on other information The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities. With respect to the Strategic report and Directors’ report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included. Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below. Strategic report and Directors’ report In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors’ report for the year ended 31 December 2024 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. In light of the knowledge and understanding of the group and company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors’ report. Directors’ Remuneration In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. #### Independent auditors’ report to the members of Vesuvius plccontinued ![]() 145 Strategic report Governance Financial statements Corporate governance statement The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and that part of the corporate governance statement relating to the company’s compliance with the provisions of the UK Corporate Governance Code specified for our review. Our additional responsibilities with respect to the corporate governance statement as other information are described in the Reporting on other information section of this report. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance statement is materially consistent with the financial statements and our knowledge obtained during the audit, and we have nothing material to add or draw attention to in relation to: – The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks; – The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and an explanation of how these are being managed or mitigated; – The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern basis of accounting in preparing them, and their identification of any material uncertainties to the group’s and company’s ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements; – The directors’ explanation as to their assessment of the group’s and company’s prospects, the period this assessment covers and why the period is appropriate; and – The directors’ statement as to whether they have a reasonable expectation that the company will be able to continue in operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions. Our review of the directors’ statement regarding the longer-term viability of the group and company was substantially less in scope than an audit and only consisted of making inquiries and considering the directors’ process supporting their statement; checking that the statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with the financial statements and our knowledge and understanding of the group and company and their environment obtained in the course of the audit. In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance statement is materially consistent with the financial statements and our knowledge obtained during the audit: – The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the information necessary for the members to assess the group’s and company’s position, performance, business model and strategy; – The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and – The section of the Annual Report describing the work of the Audit Committee. We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the company’s compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules for review by the auditors. Responsibilities for the financial statements and the audit Responsibilities of the directors for the financial statements As explained more fully in the Statement of Directors’ Responsibilities in respect of the Financial Statements, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group’s and the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the company or to cease operations, or have no realistic alternative but to do so. Auditors’ responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. ![]() Vesuvius plc Annual Report and Financial Statements 2024 146 Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to international trade restrictions, health and safety, environmental, anti-bribery, relevant employment laws and data protection legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as Companies Act 2006, tax legislation and Listing Rules of the Financial Conduct Authority (FCA). We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries in particular including unusual account combination in respect of revenue and management bias in accounting estimates. The group engagement team shared this risk assessment with the component auditors so that they could include appropriate audit procedures in response to such risks in their work. Audit procedures performed by the group engagement team and/or component auditors included: – Inquiries of Group and local management, those charged with governance, internal audit and the Group’s legal counsel (internal and, where relevant, external), including consideration of known or suspected instances of non-compliance with laws and regulations and fraud; – Evaluating items raised through the Group’s whistle-blowing arrangements and the results of management’s investigation of such matters; – Inspecting management reports and Board minutes in relation to health and safety and other compliance matters; – Reading and assessing key correspondence with regulatory authorities; – Testing assumptions and judgements made by management in their critical accounting estimates, in particular relating to impairment of goodwill (Group) and impairment of investment in subsidiaries (Company) (see related key audit matters section of this report); and – Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations including in respect of journals posted to revenue. There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected. A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report. Use of this report This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. #### Other required reporting Companies Act 2006 exception reporting Under the Companies Act 2006 we are required to report to you if, in our opinion: – we have not obtained all the information and explanations we require for our audit; or – adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or – certain disclosures of directors’ remuneration specified by law are not made; or – the company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns; or – a corporate governance statement has not been prepared by the company. We have no exceptions to report arising from this responsibility. Appointment Following the recommendation of the Audit Committee, we were appointed by the members on 10 May 2017 to audit the financial statements for the year ended 31 December 2017 and subsequent financial periods. The period of total uninterrupted engagement is 8 years, covering the years ended 31 December 2017 to 31 December 2024. Other matter The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these financial statements in an annual financial report prepared under the structured digital format required by DTR 4.1.15R – 4.1.18R and filed on the National Storage Mechanism of the Financial Conduct Authority. This auditors’ report provides no assurance over whether the structured digital format annual financial report has been prepared in accordance with those requirements. Darryl Phillips (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London 5 March 2025 #### Independent auditors’ report to the members of Vesuvius plccontinued ![]() #### Financial Statements 148 Group Income Statement 149 Group Statement of Comprehensive Income 150 Group Statement of Cash Flows 151 Group Balance Sheet 152 Group Statement of Changes in Equity 153 Notes to the Group Financial Statements 208 Company Balance Sheet 209 Company Statement of Changes in Equity 210 Notes to the Company Financial Statements 216 Five-Year Summary: Divisional Results from Continuing Operations (unaudited) 217 Shareholder Information (unaudited) 219 Glossary 147 Strategic report Governance Financial statements ![]() Vesuvius plc Annual Report and Financial Statements 2024 148 #### Group Income Statement For the year ended 31 December 2024 Note(s) 2024 2023 Headline performance 1 £m Separately reported items 1 £m Total £m Headline performance 1 £m Separately reported items 1 £m Total £m Revenue 4, 35 1,820.1 – 1,820.1 1,929.8 – 1,929.8 Manufacturing costs (1,316.4) – (1,316.4) (1,391.9) – (1,391.9) Administration, selling and distribution costs (315.7) – (315.7) (337.5) – (337.5) Trading profit 2 4 188.0 – 188.0 200.4 – 200.4 Cost reduction programme expenses 6 – (14.6) (14.6) – – – Provision for future water treatment at disused mine 6 – (9.7) (9.7) – – – Amortisation of acquired intangible assets 15 – (10.0) (10.0) – (10.3) (10.3) Operating profit/(loss) 5 188.0 (34.3) 153.7 200.4 (10.3) 190.1 Finance expense 8 (27.1) – (27.1) (28.2) – (28.2) Finance income 8 10.9 – 10.9 16.6 – 16.6 Net finance costs 8 (16.2) – (16.2) (11.6) – (11.6) Share of post-tax profit of joint ventures and associates 17 1.1 – 1.1 0.9 – 0.9 Profit/(loss) before tax 172.9 (34.3) 138.6 189.7 (10.3) 179.4 Income tax (charge)/credit 9 (47.2) 8.9 (38.3) (51.9) 3.1 (48.8) Profit/(loss) after tax 125.7 (25.4) 100.3 137.8 (7.2) 130.6 Profit/(loss) attributable to: Owners of the Parent 10 112.6 (25.4) 87.2 125.7 (7.2) 118.5 Non-controlling interests 13.1 – 13.1 12.1 – 12.1 Profit after tax 125.7 (25.4) 100.3 137.8 (7.2) 130.6 Earnings per share 3 – pence 10 Continuing and total operation – basic 43.3 1 33.5 46.7 1 44.0 – diluted 42.7 1 33.1 46.2 1 43.6 1. Headline performance and separately reported items are non-GAAP measures. Headline performance is defined in Note 35.1 and separately reported items are defined in Note 2.5. 2. Trading profit is a non-GAAP measure and is defined in Note 35.4. 3. Earnings per share are attributable to the ordinary equity holders of the Parent. The above results were derived from continuing operations. Manufacturing costs are costs of goods sold. The pre-tax separately reported items would form part of Administration, selling and distribution costs if classified within headline performance, which including these amounts would total £350.0m (2023: £347.8m). ![]() 149 Strategic report Governance Financial statements #### Group Statement of Comprehensive Income For the year ended 31 December 2024 Note 2024 £m 2023 £m Profit after tax 100.3 130.6 Remeasurement of defined benefit liabilities/assets 27.6 3.6 8.4 Income tax relating to items not reclassified 9.4 (0.8) (2.0) Items that will not subsequently be reclassified to Income Statement 2.8 6.4 Exchange differences on translation of the net assets of foreign operations (49.1) (84.3) Exchange differences on translation of net investment hedges 23 7.1 7.9 Net change in costs of hedging (0.1) 0.4 Change in the fair value of the hedging instrument 1.5 (4.2) Amounts reclassified from Net finance costs (1.2) 3.5 Items that may subsequently be reclassified to Income Statement (41.8) (76.7) Other comprehensive loss net of income tax (39.0) (70.3) Total comprehensive income 61.3 60.3 Total comprehensive income attributable to: Owners of the Parent 49.5 51.7 Non-controlling interests 11.8 8.6 Total comprehensive income 61.3 60.3 The above results were derived from continuing operations. ![]() Vesuvius plc Annual Report and Financial Statements 2024 150 #### Group Statement of Cash Flows For the year ended 31 December 2024 Note(s) 2024 £m 2023 £m Cash flows from operating activities Cash generated from operations 11 216.7 272.0 Interest paid (20.9) (16.8) Interest received 9.0 14.1 Income taxes paid (46.1) (52.8) Net cash inflow from operating activities 158.7 216.5 Cash flows from investing activities Purchases of property, plant & equipment (88.1) (84.6) Purchases of intangible assets (12.7) (8.0) Proceeds from the sale of property, plant and equipment 4.3 5.4 Proceeds from the sale of associates 0.4 – Dividends received from joint ventures 0.7 1.0 Net cash outflow from investing activities (95.4) (86.2) Net cash inflow before financing activities 63.3 130.3 Cash flows from financing activities Proceeds from borrowings 13 134.8 – Repayment of borrowings 13 (13.0) (37.1) Payment of lease liabilities 13, 26 (18.2) (24.2) Purchase of ESOP shares 22 (17.1) (1.1) Share buyback 21, 22 (63.4) (3.1) Dividends paid to owners of the Parent 22 (61.1) (60.7) Dividends paid to non-controlling shareholders (2.5) (2.1) Net cash outflow from financing activities (40.5) (128.3) Net increase in cash and cash equivalents 13 22.8 2.0 Cash and cash equivalents at 1 January 160.8 179.8 Effect of exchange rate fluctuations on cash and cash equivalents 13 (5.0) (21.0) Cash and cash equivalents at 31 December 12 178.6 160.8 Alternative performance measure (non-statutory): Note 2024 £m 2023 £m Free cash flow Net cash inflow from operating activities 158.7 216.5 Purchases of property, plant & equipment (88.1) (84.6) Purchases of intangible assets (12.7) (8.0) Proceeds from the sale of property, plant and equipment 4.3 5.4 Proceeds from the sale of associates 0.4 – Dividends received from joint ventures 0.7 1.0 Dividends paid to non-controlling shareholders (2.5) (2.1) Free cash flow 1 35.11 60.8 128.2 1. For definitions of alternative performance measures, refer to Note 35. ![]() 151 Strategic report Governance Financial statements #### Group Balance Sheet As at 31 December 2024 Note 2024 £m 2023 restated 1 £m Assets Property, plant and equipment 14 482.6 460.8 Intangible assets 15 690.9 706.0 Interests in joint ventures and associates 17 11.0 11.3 Deferred tax assets 9 109.9 114.6 Other receivables 18 26.7 26.8 Investments 25 0.2 0.3 Derivative financial instruments 25 1.1 0.6 Employee benefits – surpluses 27 34.1 34.6 Total non-current assets 1,356.5 1,355.0 Cash and short-term deposits 12 186.4 164.2 Trade and other receivables 18 438.9 460.5 Inventories 19 295.4 291.0 Income tax receivable 9 12.9 11.5 Derivative financial instruments 25 3.6 – Total current assets 937.2 927.2 Total assets 2,293.7 2,282.2 Equity Issued share capital 21 26.4 27.7 Retained earnings 22 2,645.7 2,691.2 Other reserves 23 (1,503.7) (1,464.6) Equity attributable to the owners of the Parent 1,168.4 1,254.3 Non-controlling interests 75.2 65.9 Total equity 1,243.6 1,320.2 Liabilities Interest-bearing borrowings 1 25 439.8 378.0 Other payables 29 6.9 9.1 Provisions 30 54.8 47.6 Deferred tax liabilities 9 16.3 23.5 Employee benefits – liabilities 27 71.5 80.9 Total non-current liabilities 589.3 539.1 Interest-bearing borrowings 1 25 80.4 24.2 Trade and other payables 29 363.4 377.8 Income tax payable 9 6.6 9.8 Provisions 30 10.3 11.0 Derivative financial instruments 25 0.1 0.1 Total current liabilities 460.8 422.9 Total liabilities 1,050.1 962.0 Total equity and liabilities 2,293.7 2,282.2 1. Following the amendments to IAS1, amounts due under the committed syndicated bank facility have been reclassified as non-current, refer to Note 2.8. Company number 8217766 The Financial Statements on pages 148 to 207 were approved and authorised for issue by the Directors on 5 March 2025 and signed on their behalf by: Patrick André Mark Collis Chief Executive Chief Financial Officer ![]() Vesuvius plc Annual Report and Financial Statements 2024 152 #### Group Statement of Changes in Equity For the year ended 31 December 2024 Issued share capital £m Other reserves £m Retained earnings £m Owners of the Parent £m Non- controlling interests £m Total equity £m As at 1 January 2023 27.8 (1,391.4) 2,623.8 1,260.2 59.4 1,319.6 Profit – – 118.5 118.5 12.1 130.6 Remeasurement of defined benefit liabilities/assets – – 8.4 8.4 – 8.4 Income tax relating to items not reclassified – – (2.0) (2.0) – (2.0) Exchange differences on translation of the net assets of foreign operations – (80.8) – (80.8) (3.5) (84.3) Exchange differences on translation of net investment hedges – 7.9 – 7.9 – 7.9 Net change in costs of hedging – 0.4 – 0.4 – 0.4 Change in the fair value of the hedging instrument – (4.2) – (4.2) – (4.2) Amounts reclassified from Net finance costs – 3.5 – 3.5 – 3.5 Other comprehensive income/(loss) net of income tax – (73.2) 6.4 (66.8) (3.5) (70.3) Total comprehensive income/(loss) – (73.2) 124.9 51.7 8.6 60.3 Recognition of share-based payments – – 7.3 7.3 – 7.3 Purchase of ESOP shares – – (1.1) (1.1) – (1.1) Share buyback (0.1) – (3.0) (3.1) – (3.1) Dividends paid (Note 24) – – (60.7) (60.7) (2.1) (62.8) Total transactions with owners (0.1) – (57.5) (57.6) (2.1) (59.7) As at 31 December 2023 27.7 (1,464.6) 2,691.2 1,254.3 65.9 1,320.2 As at 1 January 2024 27.7 (1,464.6) 2,691.2 1,254.3 65.9 1,320.2 Profit – – 87.2 87.2 13.1 100.3 Remeasurement of defined benefit liabilities/assets – – 3.6 3.6 – 3.6 Income tax relating to items not reclassified – – (0.8) (0.8) – (0.8) Exchange differences on translation of the net assets of foreign operations – (47.8) – (47.8) (1.3) (49.1) Exchange differences on translation of net investment hedges – 7.1 – 7.1 – 7.1 Net change in costs of hedging – (0.1) – (0.1) – (0.1) Change in the fair value of the hedging instrument – 1.5 – 1.5 – 1.5 Amounts reclassified from Net finance costs – (1.2) – (1.2) – (1.2) Other comprehensive income/(loss) net of income tax – (40.5) 2.8 (37.7) (1.3) (39.0) Total comprehensive income/(loss) – (40.5) 90.0 49.5 11.8 61.3 Recognition of share-based payments – – 6.2 6.2 – 6.2 Purchase of ESOP shares – – (17.1) (17.1) – (17.1) Share buyback (1.3) 1.4 (63.5) (63.4) – (63.4) Dividends paid (Note 24) – – (61.1) (61.1) (2.5) (63.6) Total transactions with owners (1.3) 1.4 (135.5) (135.4) (2.5) (137.9) As at 31 December 2024 26.4 (1,503.7) 2,645.7 1,168.4 75.2 1,243.6 ![]() 153 Strategic report Governance Financial statements #### Notes to the Group Financial Statements 1. General Information Vesuvius plc (‘Vesuvius’ or ‘the Company’) is a public company limited by shares. It is incorporated and domiciled in England and Wales, United Kingdom, and listed on the London Stock Exchange. The nature of the operations and principal activities of the Company and its subsidiary and joint venture companies (‘the Group’) is set out in the Strategic Report on pages 1 to 73. The address of its registered office is 165 Fleet Street, London EC4A 2AE. 2. Basis of Preparation 2.1 Basis of accounting The Group financial statements have been prepared in accordance with UK-adopted international accounting standards (IFRS) and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. The financial statements have been prepared under the historical cost convention, with the exception of fair value measurement applied to defined benefit pension plans, investments, share based payments and derivative financial instruments. 2.2 Basis of consolidation The Group financial statements incorporate the financial statements of the Company and entities controlled directly and indirectly by the Company (its ‘subsidiaries’). Control exists when the Company has the power to direct the relevant activities of an entity that significantly affect the entity’s return so as to have rights to the variable return from its activities. In assessing whether control exists, potential voting rights that are currently exercisable are taken into account. The results of subsidiaries acquired or disposed of during the year are included in the Group Income Statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. The principal accounting policies applied in the preparation of these Group financial statements are set out in the Notes. These policies have been consistently applied to all of the years presented, unless otherwise stated. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those detailed herein to ensure that the Group financial statements are prepared on a consistent basis. All intra-Group transactions, balances, income and expenses are eliminated on consolidation. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group’s interest therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination together with the non-controlling interests’ share of profit or loss, each component of other comprehensive income, less dividends paid since the date of the combination. Total comprehensive income is attributed to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. 2.3 Going concern The Group’s available liquidity stood at £389m at year-end 2024, down from £488m at year-end 2023. The Directors have prepared cash flow forecasts for the Group for the period to 30 June 2026. These forecasts reflect an assessment of current and future end-market conditions, which are expected to be challenging in 2025 (as set out in the ‘outlook’ statement in the Chief Executive’s Strategic Review in this document), and their impact on the Group’s future trading performance. The Directors have also considered a severe but plausible downside scenario, based on an assumed volume decline and loss of profitability over the period. This downside scenario assumes: – A decline in business activity level in 2025 and 2026 by 3% compared to 2024 performance – A decline in profitability (Return on Sales) of 2.1% compared to 2024 performance – Working capital as a percentage of sales deteriorating by 1.0% compared to 2024 On a full-year basis relative to 2024, this implies a c.23% decline in Trading Profit. The Group has two covenants; net debt/EBITDA (under 3.25x) and an interest cover requirement of at least 4.0x. In this downside scenario, the forecasts show that the Group’s maximum net debt/EBITDA (pre-IFRS 16 in-line with the covenant calculation) does not exceed 1.9x, compared to a leverage covenant of 3.25x, and the minimum interest cover reached is 17x compared to a covenant minimum of 4.0x. The forecasts show that the Group will be able to operate within its current committed debt facilities and show continued compliance with the Group’s financial covenants. On the basis of the exercise described above and the Group’s available committed debt facilities, the Directors consider that the Group and the Company have adequate resources to continue in operational existence for a period of at least 12 months from the date of signing of these financial statements and that there is no material uncertainty in respect of going concern. On 21 February 2025 the Group obtained a new committed syndicated bank facility of £475m reaching maturity in August 2029, replacing the previous one in place (see Note 25.2.d) with the same covenants. This is considered to be a non-adjusting event after balance sheet date. Accordingly, they continue to adopt a going concern basis in preparing the financial statements of the Group and the Company. 2.4 Presentational currency The financial statements are presented in millions of pounds sterling, which is the presentational currency of the Group and the Company and rounded to one decimal place. Foreign operations are included in accordance with the policies set out in Note 25.1. ![]() 154 Vesuvius plc Annual Report and Financial Statements 2024 #### Notes to the Group Financial Statementscontinued 2. Basis of Preparation continued 2.5 Disclosure of separately reported items Columnar presentation The Group has adopted a columnar presentation for its Group Income Statement, to separately identify headline performance results, as the Directors consider that this gives a useful view of the core results of the ongoing business. As part of this presentation format, the Group has adopted a policy of disclosing separately on the face of its Group Income Statement, within the column entitled ‘Separately reported items’, the effect of any components of financial performance for which the Directors consider separate disclosure would assist users both in a useful understanding of the financial performance achieved for a given year and in making projections of future results. Separately reported items Both materiality and the nature of the components of income and expense are considered in deciding upon such presentation. Such items may include, inter alia, the financial effect of exceptional items which occur infrequently, such as major restructuring activity, cost reduction programme expenses, and items reported separately for consistency, such as amortisation charges relating to acquired intangible assets, profits or losses arising on the disposal of continuing or discontinued operations and the taxation impact of the aforementioned items reported separately. The amortisation charge in respect of intangible assets recognised on business combinations is excluded from the trading results of the Group since they are non-cash charges and are not considered reflective of the core trading performance of the Group. As headline results include the benefits of major acquisitions but exclude this amortisation charge, they should not be regarded as a complete picture of the Group’s financial performance, which is presented in its total results. In its adoption of this policy, the Group and the Company apply an even-handed approach to both gains and losses and aim to be both consistent and clear in their accounting and disclosure of such items. The exclusion of other separately reported items may result in headline earnings being materially higher or lower than total earnings. 2.6 Consideration of climate change As well as considering the implications of climate change on the Group’s operations and activities, the Directors have considered the impact on the financial statements in accordance with the Task Force on Climate-related Financial Disclosures (TCFD) recommendations. In preparing the financial statements, we have considered the impact of climate change, particularly in the context of the disclosures included in the Sustainability Report this year. Further detail on our sustainability and climate change-based management incentives is included in the Board oversight section of our Sustainability Report. Climate change is not considered to have a material impact on the Group’s financial reporting judgements and estimates, nor is it expected to have a detrimental impact on the viability of the Group in the medium term. Specifically, we note that we have considered the impact of climate change on the carrying value and the estimation of useful lives of property, plant and equipment (see Note 14) and goodwill and intangibles (see Note 15). The impact of climate change on impairment of goodwill is disclosed in Note 16.2. 2.7 Changes in accounting policies There have been no changes in accounting policies during the year, except for the change in presentation resulting from amendments to IAS 1 described in Note 2.8. 2.8 New and revised IFRS Certain new accounting amendments and interpretations have been published that are not mandatory for 31 December 2024 reporting periods and have not been early adopted by the Group. The Group’s assessment of the impact of these amendments and interpretations is that they are not expected to have a significant impact on the Group’s financial position, performance, cash flows and disclosures. Developments in the Group tax position The Group is within the scope of the OECD Pillar Two model rules, and it applies the IAS 12 exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes. The Group will incur top-up taxes due to Pillar Two legislation that became effective 1 January 2024 in the UK. Under the legislation, the Group is liable to pay top-up tax for the differences between its GloBE effective tax rate in each jurisdiction and the 15% minimum rate. The Group has estimated that the effective tax rates exceed 15% in all jurisdiction in which it operates, except for United Arab Emirates where we have two subsidiaries. However, the amount is immaterial at less than £0.1m and has been included within income tax in the Income Statement. There are no significant impacts on the Group’s financial position, performance, cash flows and earnings per share. ![]() Strategic report Governance Financial statements 155 2. Basis of Preparation continued 2.8 New and revised IFRS continued Amendments to IAS 7 and IFRS 7 – Supplier finance arrangements The amendments seek to enhance the transparency of supplier finance arrangements and their effects on a company’s liabilities, cash flows and exposure to liquidity risk. The application by the Group does not have a material impact on the recognition of supplier finance arrangements and the Group disclosures are amended according to the amended requirements. The amendment does not require comparative information for any reporting periods presented before the beginning of the current annual reporting. The Group’s assessment of the impact of this amendment is that it has no significant impact on the Group’s financial position, performance, cash flows and earnings per share. Disclosure on supplier finance arrangements is included in Note 29.3. Amendments to IAS 1 – Presentation of Financial Statements, and Non-current Liabilities with Covenants The amendments clarify how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability. The Group has reclassified amounts due under its committed syndicated bank facility as non-current as it had the right to roll over the obligations for at least 12 months after the reporting date and was compliant with all relevant covenant requirements at the reporting date. Comparatives for the year ended 31 December 2023 in these financial statements have been restated on the same basis. There are no impacts on the financial statements other than the reclassification to non-current liabilities. The amount reclassified as non-current liabilities in the comparative period was £51.6m. | | | | | --- | --- | --- | | | 2023 | 2023 | | | Restated | Published | | | £m | £m | | Interest-bearing borrowings – current | 24.2 | 75.8 | | Interest-bearing borrowings – non-current | 378.0 | 326.4 | | Total interest-bearing borrowings | 402.2 | 402.2 | 3. Critical Accounting Judgements and Estimates Determining the carrying amount of some assets and liabilities and amounts recognised as reported profit requires judgement and/or estimation of the effect of uncertain future events. The major sources of judgement and estimation uncertainty that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities and amounts recognised as reported profit are noted below. As part of the evaluation of critical accounting judgements and key sources of estimation uncertainty, the Group has considered the implications of climate change on its operations and activities. All other accounting policies are included within the respective Notes to the Financial Statements. 3.1 Separately reported items (judgement) In accordance with IAS 1, the Group has adopted a policy of disclosing separately on the face of its Group Income Statement, within the column entitled ‘Separately reported items’, the effect of any components of financial performance for which the Directors consider separate disclosure would assist both in a useful understanding of the financial performance achieved for a given year and in making projections of future results. The judgement considers both materiality and the nature of the components of income and expense in deciding upon such presentation. Such items may include, inter alia, the financial effect of exceptional items which occur infrequently, such as major restructuring activity, and items reported separately for consistency, such as amortisation charges relating to acquired intangible assets, profits or losses arising on the disposal of continuing or discontinued operations and the taxation impact of the aforementioned exceptional items and other items reported separately. 3.2 Deferred tax asset recognition (judgement and estimate) The level of deferred tax recognised is dependent on subjective judgements as to the interpretation of complex international tax regulations together with the ability of the Group to utilise tax attributes within the time limits imposed by the relevant tax legislation. The value of deferred tax assets and liabilities is an area involving inherent uncertainty and estimation and balances are therefore subject to risk of change as a result of underlying assumptions and judgements. In recognising deferred tax assets, the Group considers the future profitability based upon approved budgets and business plans, and the Group models proportionate increases and decreases in relation to future income to determine future deferred tax recoverability. It is impractical to disclose the extent of the possible effects of profitability assumptions on the Group’s deferred tax assets. It is reasonably possible that to the extent that actual outcomes differ from management’s estimates, material income tax charges or credits, and changes in current and deferred tax assets or liabilities, may arise within the next financial years and in future periods. 3.3 Reportable segments for continuing operations (judgement) The Steel Flow Control, Steel Advanced Refractories, and Steel Sensors & Probes operating segments are aggregated into the Steel reportable segment. In determining that aggregation is appropriate, judgement is applied which takes into account the economic characteristics of these operating segments, which include a similar nature of products, customers, production processes and margins. ![]() 156 Vesuvius plc Annual Report and Financial Statements 2024 #### Notes to the Group Financial Statementscontinued 3. Critical Accounting Judgements and Estimates continued 3.3 Reportable segments for continuing operations (judgement) continued The Group’s operating segments are determined taking into consideration how the Group’s components are reported to the Group’s Chief Executive, who makes the key operating decisions and is responsible for allocating resources and assessing performance of the component. Taking into account the Group’s management and internal reporting structure, the operating segments are Steel Flow Control, Steel Advanced Refractories, Steel Sensors & Probes, and the Foundry Division. The principal activities of each of these segments are described in the Strategic Report. 3.4 Employeebenefits(estimate) The Group’s financial statements include the costs and obligations associated with the provision of pension and other post- retirement benefits to current and former employees. It is the Directors’ responsibility to set the assumptions used in determining the key elements of the costs of meeting such future obligations. These assumptions are set after consultation with the Group’s actuaries and include those used to determine regular service costs and the financing elements related to the plans’ assets and liabilities. Whilst the Directors believe that the assumptions used are appropriate, a change in the assumptions could affect the Group’s profit and financial position. The pension obligations are most sensitive to a change in the discount rate and mortality assumptions and therefore could materially change in the next financial year if the discount rate changes significantly. Sensitivity disclosures are included in Note 27.3. 3.5 Impairment testing of goodwill (estimate) Determining whether goodwill is impaired requires an estimation of the recoverable amount, which is the higher of value in use and fair value less cost to sell, of the cash-generating units to which these assets have been allocated. The value in use calculation requires estimation of future cash flows expected to arise for the cash-generating unit, the selection of suitable discount rates and the estimation of long-term growth rates. As determining such assumptions is inherently uncertain and subject to future factors, there is the potential these may differ in subsequent periods and therefore materially change the conclusions reached. In light of this, consideration is made each year as to whether sensitivity disclosures are required for reasonably possible changes to assumptions. Sensitivity disclosures are included in Note 16.2. 3.6 Provisions (judgement and estimate) Vesuvius has extensive international operations and is subject to various legal and regulatory regimes, including those covering taxation and environmental matters. Some of the Group’s subsidiaries are parties to legacy matter and other lawsuits, certain of which are insured claims, which have arisen in the ordinary course of the operations of the company involved. Some of these provisions relate to businesses that are closed or have been disposed of. Provisions are made for the expected amounts payable in respect of known or probable costs resulting both from these third-party lawsuits or other regulatory requirements. To the extent insurance is in place, an asset is recognised in other receivables in respect of associated insurance reimbursements. As the resolution of many of the potential obligations for which provision is made is subject to legal or other regulatory process, it requires estimation of the timing, quantum and amount of associated outflows, which are subject to some uncertainty. The Directors use their judgement, using historical evidence, current information and expert experience, to determine whether to recognise a provision, and make appropriate estimates of provisions in the financial statements for amounts relating to such matters. Assessment of claim costs is considered to be a critical estimate. Associated assets for insurance recoverable are recognised, which involves assessing the likelihood of insurance being paid, which is a critical judgement. The Directors have considered the available cover and the historical evidence to determine whether this is virtually certain. Estimating the amount of provisions and insurance receivable is subject to estimation uncertainty. See Note 30 for further information. 3.7 Supplier finance arrangements (judgement) Vesuvius has supply chain finance programmes in place. Management has assessed these arrangements and determined that outstanding balances under the supplier financing arrangements are to be classified as trade payables. Additionally, related cash flows are presented within operating cash flows, as the financing agreements are established between the supplier and the funding providers. The judgement considers materiality, the nature and purpose of the arrangements, as well as their terms and conditions in determining the appropriate classification and presentation in the financial statements. Disclosure on supplier finance arrangements is included in Note 29.3. ![]() Strategic report Governance Financial statements 157 4. Segment Information The segment information contained in this Note refers to several alternative performance measures, definitions of which can be found in Note 35. The Group has considered climate change in making segmental and revenue disclosures. Opportunities and risks for the reported segments are further explained in the Sustainability section. 4.1 Business segments Operating segments for continuing operations The Group’s operating segments are determined taking into consideration how the Group’s components are reported to the Group’s Chief Executive, who makes the key operating decisions and is responsible for allocating resources and assessing performance of the component. Taking into account the Group’s management and internal reporting structure, the operating segments are Steel Flow Control, Steel Advanced Refractories, Steel Sensors & Probes, and the Foundry Division. The principal activities of each of these segments are described in the Strategic Report. The Steel Flow Control, Steel Advanced Refractories, and Steel Sensors & Probes operating segments are aggregated into the Steel reportable segment. In determining that aggregation is appropriate, judgement is applied which takes into account the economic characteristics of these operating segments which include a similar nature of products, customers, production processes and margins. Segment revenue represents revenue from external customers (inter-segment revenue is not material). Trading profit includes items directly attributable to a segment as well as those items that can be allocated on a reasonable basis. 4.2 Accounting policy – revenue recognition The Group derives all of its revenue from contracts with customers. The Group enters into contracts to provide one or multiple products to customers in the steel, foundry and other industries globally. Revenue recognition at a point in time Where the Group provides consumable products only, one performance obligation is present. The performance obligation is to deliver consumables to the customer and is satisfied upon delivery of these items. Similarly, where a contract is for the supply of standard equipment, there is one performance obligation and revenue is primarily recognised at a point in time, being upon delivery of these items. The form of a contract is typically a purchase order from a customer. Revenue recognition at a point in time The Group also enters into some contracts with customers in the steel industry under which it primarily provides consumable items, but also equipment and/or technical assistance (‘service contracts’) to facilitate these customers’ steel production processes. The customer benefits from the combined output of these contracts, being the use of Vesuvius consumables, equipment and technicians to support the customer’s production of steel. The individual elements of these contracts are not distinct because Vesuvius is compensated by the efficient use of refractory material, optimised through a combination of the consumable itself and its application by experienced technicians. The performance obligations are therefore bundled into a single performance obligation and revenue is recognised at a point in time, on confirmation of steel production volume by customers. Approximately 85% (2023: 86%) of the aforementioned revenue relates to the sale of consumables and equipment only. Approximately 15% (2023: 14%) of revenue relates to contracts that contain multiple performance obligations, which are bundled into a single performance obligation and revenue is recognised at a point in time based on the steel production volume of Vesuvius customers. Revenue recognition over time The Group enters into bespoke equipment design and build (and installation in some cases) contracts with customers. Performance obligations are usually defined by milestones agreed with the customers in the contract. The customer usually does not have a right to a refund as work progresses towards achieving the milestones in the contract. Revenue is recognised over time by measuring the progress of completion or achievement of a milestone for each performance obligation identified within the contract, usually with reference to cost inputs incurred against overall estimated costs for the contract. This does not typically entail estimation or judgements as the contracts are usually not material in isolation and do not span more than 12 months. This approach to revenue recognition is considered to reflect faithfully the value and timing of goods or services transferred and the rights of Vesuvius to revenue. Determining and allocating the transaction price to performance obligations For revenue recognised at a point in time, the transaction price is determined and allocated with reference to the individual prices of consumables or equipment specified in the contract or customer purchase order. If a stand-alone selling price is not available, the Group will estimate the selling price with reference to the price that would be charged for the goods or services if they were sold separately. This estimate is not considered complex. ![]() 158 Vesuvius plc Annual Report and Financial Statements 2024 #### Notes to the Group Financial Statementscontinued 4. Segment Information continued 4.2 Accounting policy – revenue recognition continued For service contracts the bundled performance obligation is deemed to be the provision of consumables and, in some cases, labour to facilitate production of customer steel. The transaction price is determined and allocated with reference to either an agreed price list for each of the consumables input or, for some contracts, the transaction price is determined and allocated as an amount per unit of customer steel output. For revenue recognised over time, the transaction price is determined with reference to the prices set out in the contract. For bespoke equipment builds, the transaction price is allocated to performance obligations (milestones) within the contract and the payment schedules agreed with the customer that align to these milestones. For installations, the transaction price is allocated with reference to the progress of completion. Where payment schedules include customer advance payments (i.e. not aligned with a milestone/performance obligation), the amounts received are included within contract liabilities until the performance obligation to which they relate is satisfied. Contracts are to be settled in cash. They do not typically contain any variable consideration, discounts, refunds, rebates, warranties or significant financing components. Duration and costs of obtaining contracts The duration of the Group’s contracts with customers is typically less than one year and accordingly the Group has taken the practical expedient within IFRS 15 to not disclose the transaction price allocated to unsatisfied (whole or partially) performance obligations as at the end of the reporting period. Service contracts may span over more than one year as they remain in effect up to a specified level of customer production of steel. However, the choice to purchase from Vesuvius under the contract remains with the customer and therefore there is no commitment for the customer/Vesuvius to purchase/produce up to the specified level. Costs of obtaining contracts are not considered significant and these are expensed as incurred. Customer credit risk and payment terms The Group assesses customer credit risk and recognises revenue when such risk is considered low and the consideration cash flows due are reasonably expected to flow to the Group. Typically, the Group will not transact with customers where credit risk concerns are identified and therefore there is no material unrecognised revenue as a result of credit risk. For trade receivables and contract assets in respect of revenue recognised, an expected credit loss allowance is determined. Customer payment terms are set out in revenue contracts and do not exceed one year. Customer payments typically follow the satisfaction of performance obligations at which point revenue is recognised and invoiced. Accordingly, trade receivables and contract assets are expected to derive cash inflows for the Group within less than 12 months. Contract assets and contract liabilities A contract asset is recorded when revenue is recognised but an invoice has not been raised to the customer. Contract assets are short-term and typically are invoiced in the following month. Customer advance payments are included in contract liabilities. These are typically not material and relate to over time revenue projects as set out further above. Uncertainties There are no uncertainties involving economic factors, estimation or judgements (other than as disclosed above) in respect of revenue recognition. Credit risk relating to the collection of cash inflows from revenue recognised is addressed through an allowance for expected credit losses, as set out in the trade and other receivables accounting policy. The following table provides information about receivables, contract assets and contract liabilities from contracts with customers. | | | | | --- | --- | --- | | | 2024 | 2023 | | | £m | £m | | Receivables, which are included in ‘Trade and other receivables’ | 341.7 | 356.9 | | Contract assets, which are included in ‘Trade and other receivables’ | 1.2 | 1.6 | | Contract liabilities, which are included in ‘Trade and other payables’ | 1.6 | 2.3 | Contract liabilities of £1.6m (2023: £2.3m) include advances received from customers that precede the satisfaction of performance obligations by the Group. £2.3m (2023: £2.5m) of the contract liabilities recognised in the prior year was recognised as revenue in 2024. ![]() Strategic report Governance Financial statements 159 4. Segment Information continued 4.3 Segmental analysis The reportable segment results from continuing operations for 2024 and 2023 are presented below. | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | 2024 | | | | | | | | | Flow | Advanced | Sensors | | | | | | | Control | Refractories | & Probes | Total Steel | Foundry | Total | | | Note | £m | £m | £m | £m | £m | £m | | Segment revenue | | 769.0 | 535.6 | 39.2 | 1,343.8 | 476.3 | 1,820.1 | | – at a point in time | | | | | 1,339.9 | 476.3 | 1,816.2 | | – over time | | | | | 3.9 | – | 3.9 | | Segment adjusted EBITDA | | | | | 197.2 | 53.0 | 250.2 | | Segment depreciation and amortisation | | | | | (44.2) | (18.0) | (62.2) | | Segment trading profit | | | | | 153.0 | 35.0 | 188.0 | | Return on sales margin | | | | | 11.4% | 7.4% | 10.3% | | Cost reduction programme expenses | 6 | | | | (5.8) | (8.8) | (14.6) | | Provision for future water treatment at | | | | | | | | | disused mine | 6 | | | | | | (9.7) | | Amortisation of acquired intangible assets | | | | | | | (10.0) | | Operating profit | | | | | | | 153.7 | | Net finance costs | 8 | | | | | | (16.2) | | Share of post-tax profit of joint ventures | 17.2 | | | | | | 1.1 | | Profit before tax | | | | | | | 138.6 | | Capital expenditure additions | | | | | 92.2 | 23.9 | 116.1 | | Inventory | 19 | | | | 241.7 | 53.7 | 295.4 | | Trade debtors | 18 | | | | 259.7 | 82.0 | 341.7 | | Trade payables | 29 | | | | (180.1) | (61.6) | (241.7) | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | 2023 | | | | | | | | Flow | Advanced | Sensors | | | | | | | Control | Refractories | & Probes | Total Steel | Foundry | Total | | | Note | £m | £m | £m | £m | £m | £m | | Segment revenue | | 793.0 | 567.9 | 39.1 | 1,400.0 | 529.8 | 1,929.8 | | – at a point in time | | | | | 1,396.6 | 529.8 | 1,926.4 | | – over time | | | | | 3.4 | – | 3.4 | | Segment adjusted EBITDA | | | | | 187.9 | 70.3 | 258.2 | | Segment depreciation and amortisation | | | | | (40.3) | (17.5) | (57.8) | | Segment trading profit | | | | | 147.6 | 52.8 | 200.4 | | Return on sales margin | | | | | 10.5% | 10.0% | 10.4% | | Amortisation of acquired intangible assets | | | | | | | (10.3) | | Operating profit | | | | | | | 190.1 | | Net finance costs | 8 | | | | | | (11.6) | | Share of post-tax profit of joint ventures | 17.2 | | | | | | 0.9 | | Profit before tax | | | | | | | 179.4 | | Capital expenditure additions | | | | | 93.2 | 32.1 | 125.3 | | Inventory | 19 | | | | 239.5 | 51.5 | 291.0 | | Trade debtors | 18 | | | | 267.6 | 89.3 | 356.9 | | Trade payables | 29 | | | | (177.7) | (58.7) | (236.4) | The Chief Operating Decision Maker does not review non-current assets and non-current liabilities at a segmental level so these disclosures are not included. ![]() 160 Vesuvius plc Annual Report and Financial Statements 2024 #### Notes to the Group Financial Statementscontinued 4. Segment Information continued 4.4 Geographical analysis | | | | | | | --- | --- | --- | --- | --- | | | External revenue | | Non-current assets | | | | 2024 | 2023 | 2024 | 2023 | | | £m | £m | £m | £m | | EMEA | 603.1 | 669.6 | 510.7 | 515.8 | | Asia | 583.5 | 565.6 | 244.9 | 233.0 | | North America | 487.8 | 528.7 | 410.7 | 404.1 | | South America | 145.7 | 165.9 | 45.1 | 52.1 | | | 1,820.1 | 1,929.8 | 1,211.4 | 1,205.0 | External revenue disclosed in the table above is based upon the geographical location from which the products and services are invoiced. Non-current assets exclude employee benefits net surpluses, deferred tax assets and financial instruments. Information relating to the Group’s products and services is given in the Strategic Report. The Group is not dependent on any single customer for its revenue and no single customer, for either of the years presented in the table above, accounts for more than 10% of the Group’s total external revenue. £50.7m (2023: £66.5m) of revenue was generated from the UK, and total non-current assets in the UK amounted to £94.0m (2023: £101.5m). 5. Operating Profit 5.1 Operating profit is stated after charging/(crediting) | | | | | | --- | --- | --- | --- | | | | 2024 | 2023 | | | Notes(s) | £m | £m | | Cost of materials recognised as an expense | 19 | 807.9 | 853.5 | | Research and development | | 36.9 | 37.4 | | Employee expenses | 7 | 474.3 | 475.1 | | Depreciation | 14 | 60.9 | 57.4 | | Amortisation | 15 | 11.3 | 10.7 | | Operating lease charges | 26 | 3.0 | 3.0 | | Expected credit loss allowances credit | 25.2 | (2.9) | (2.6) | | Other expenses | | 275.0 | 305.1 | Other expenses mainly include sales and distribution costs, energy costs, repairs and maintenance costs, travel costs, external consulting and information technology costs. 5.2 Amounts payable to PricewaterhouseCoopers LLP and their associates | | | | | --- | --- | --- | | | 2024 | 2023 | | | £m | £m | | Fees payable to the Company’s auditors and their associates for the audit | | | | of the Parent Company and Consolidated Financial Statements | 1.0 | 1.0 | | Fees payable to the Company’s auditors and their associates for other services: | | | | Audit of the Company’s subsidiaries | 1.1 | 1.1 | | Audit-related assurance services | 0.2 | 0.2 | | Total auditors’ remuneration | 2.3 | 2.3 | Total auditors’ remuneration of £2.3m in 2024 all related to continuing operations, of which £2.1m related to audit fees and £0.2m to non-audit fees, in respect of the Group’s half-year financial statements, quarterly reviews and tax form audits in India and Mexico (2023: £2.3m, including £2.1m of audit fees and £0.2m of non-audit fees, the latter in respect of the Group’s half-year review fee and quarterly reviews and tax form audits in India, as required by regulation). In 2024, a total of £0.1m (2023: £0.2m) of audit overruns were incurred in respect of the 2023 year-end audit and not included in the total auditors’ remuneration of £2.3m for 2023 (2022: £2.3m). It is the Group’s policy not to use the Group’s auditors for non-audit services other than for audit-related services that are required to be performed by auditors. 5.3 Amounts payable to Mazars LLP Mazars LLP acts as external auditors of the non-material entities and three material entities within the Group. Total remuneration for the audit of these entities was £1.1m (2023: £1.0m). This amount is not included in the table above. ![]() Strategic report Governance Financial statements 161 6. Separately Reported Items Cost reduction programme expenses In November 2023, the Group initiated an efficiency programme with the aim of realising recurring cash cost savings of £30m per annum by 2026. The programme covers all of the Group’s activities worldwide and focuses on operational improvement, lean initiatives, automation and digitalisation as well as further optimisation of the manufacturing footprint. Cost reduction programme expenses are excluded from underlying performance, allowing for a clear measure of the Group’s operating performance. They are shown as a separately reported item outside of Trading Profit and shown on the face of the Income Statement below Trading Profit. During 2024, cost reduction programme expenses reported as separately reported items were £14.6m (2023: £nil). The charges reflect redundancy costs £10.8m (2023: £nil), plant closure costs £2.2m (2023: £nil), and non-cash asset impairments £1.6m (2023: £nil). The net tax credit attributable to these cost reduction programme expenses was £2.6m (2023: £nil). Provision for future water treatment at disused mine In 1999, the Group acquired Premier Refractories which owned a disused clay mine in the United States. In 2018, wastewater containing pollutants was discovered and in 2022 a water treatment facility was installed. Reflecting the future expected operating costs of 10 years, a provision was established for £6.0m during the year ended 2020. In 2024, the forecast annual operating cost is £0.8m and the remaining period for which water treatment will be required was reassessed to be 20 years, resulting in an increase in the provision and a charge to the Income Statement for £9.7m (2023: £nil). The charge has been reported as a separately reported item. The net tax credit attributable to these costs in respect of disused mine was £2.3m (2023: £nil). 7. Employees 7.1 Employee expenses | | | | | | --- | --- | --- | --- | | | | 2024 | 2023 | | | Note | £m | £m | | Wages and salaries | | 390.8 | 392.2 | | Social security costs | | 60.5 | 58.3 | | Share-based payments | 28 | 6.2 | 7.3 | | Pension costs – defined contribution pension plans | 27 | 11.8 | 12.1 | | – defined benefit pension plans | 27 | 4.8 | 4.7 | | Other post-retirement benefits | 27 | 0.2 | 0.5 | | Total employee expenses | | 474.3 | 475.1 | 7.2 Monthly average number of employees | | | | | --- | --- | --- | | | 2024 | 2023 | | | no. | no. | | Steel | 9,061 | 9,057 | | Foundry | 2,214 | 2,455 | | Total monthly average number of employees | 11,275 | 11,512 | As at 31 December 2024, the Group had 11,133 employees (2023: 11,376). 7.3 Remuneration of key management personnel The remuneration of the Directors, who are the key management personnel of the Group, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures. Details of the Directors’ remuneration are disclosed in the Directors’ Remuneration Report on pages 103 to 129. | | | | | --- | --- | --- | | | 2024 | 2023 | | | £m | £m | | Short-term employee benefits | 2.0 | 2.5 | | Post-employment benefits | 0.2 | 0.2 | | Share-based payments | 1.5 | 1.5 | | Total remuneration of key management personnel | 3.7 | 4.2 | ![]() 162 Vesuvius plc Annual Report and Financial Statements 2024 #### Notes to the Group Financial Statementscontinued 8. Net Finance Costs | | | | | --- | --- | --- | | | 2024 | 2023 | | | £m | £m | | Interest payable on borrowings | | | | Loans and overdrafts | 19.3 | 20.1 | | Interest on lease liabilities | 3.0 | 2.4 | | Amortisation of capitalised arrangement fees | 1.0 | 1.0 | | Total interest payable on borrowings | 23.3 | 23.5 | | Interest on net retirement benefit obligations | 1.6 | 2.3 | | Adjustment to discounts on provisions and other liabilities | 2.2 | 2.4 | | Adjustment to discounts on receivables | (1.2) | (1.3) | | Financial income | (9.7) | (15.3) | | Total net finance costs | 16.2 | 11.6 | Within the table above, total finance costs are £27.1m (2023: £28.2m) and total finance income is £10.9m (2023: £16.6m). 9. Income Tax Charge 9.1 Accounting policy Tax expense represents the sum of current tax and deferred tax. Current and deferred tax are recognised in profit or loss except to the extent that they relate to items charged or credited in the Group Statement of Comprehensive Income or Group Statement of Changes in Equity, in which case the associated tax is also recognised in those statements. Current tax Current tax is based on taxable profit for the year. Taxable profit differs from profit before tax as reported in the Group Income Statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates and laws that have been enacted, or substantively enacted, by the balance sheet date. A provision is recognised when the Group considers it has a present tax obligation as the result of a past event and it is probable that the Group will be required to settle that obligation. Provisions established for such uncertain tax positions are made using a best estimate of the tax expected to be paid, based on a qualitative and quantitative assessment of all relevant information. Such a provision is typically required where the underlying tax issue is subject to interpretation and remains to be agreed, and therefore is uncertain as to outcome. Principally, the uncertain tax positions for which a provision is made relate to the interpretation of tax legislation and guidance regarding transfer pricing arrangements that have been entered into in the normal course of business. In accordance with IAS 12, tax provisions are included as income tax payable on the face of the Group Balance Sheet, and movements in tax provisions are included within income tax charges or credits in the Group Income Statement. In assessing any appropriate provision requirements for uncertain tax items, the Group considers progress made in discussions with the tax authorities, expert advice on the likely outcome and any recent developments in case law. Due to the uncertainty associated with such tax items, it is possible that at a future date, on conclusion of the open matters, the final outcome may vary materially. Any such variations will affect the financial results in the year in which such a determination is made. Deferred tax Deferred tax is recognised 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 tax liabilities are generally recognised for all taxable temporary differences and deferred 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 the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised, based on tax rates and laws that have been enacted, or substantively enacted, by the balance sheet date. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries 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 deferred tax assets 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 tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. ![]() Strategic report Governance Financial statements 163 9. Income Tax Charge continued 9.2 Income tax charge | | | | | --- | --- | --- | | | 2024 | 2023 | | | £m | £m | | Current tax | | | | UK taxation | – | – | | Overseas taxation | 42.1 | 38.9 | | Adjustments in respect of prior years | (0.6) | 6.7 | | Total current tax, continuing operations | 41.5 | 45.6 | | Deferred tax | | | | Origination and reversal of temporary taxable differences | 0.1 | 6.2 | | Adjustments in respect of prior years | (3.3) | (3.0) | | Total deferred tax, continuing operations | (3.2) | 3.2 | | Total income tax charge | 38.3 | 48.8 | | Total income tax charge attributable to: | | | | Continuing operations – headline performance | 47.2 | 51.9 | | – separately reported | (8.9) | (3.1) | | Total income tax charge | 38.3 | 48.8 | Included in the Group’s total income tax charge are charges and credits meeting the criteria set out in Note 2.5 to be treated as separately reported items, as analysed in the following table: | | | | | --- | --- | --- | | | 2024 | 2023 | | Separately reported items | £m | £m | | Current tax deductions with respect to restructuring and strategic programmes | (2.6) | – | | Amortisation and utilisation of acquired intangibles | (2.6) | (2.7) | | Recognition of deferred tax asset on acquired intangibles | – | (0.4) | | Utilisation of operating losses | (1.3) | – | | Other temporary differences | (2.4) | – | | Total tax credit separately reported | (8.9) | (3.1) | The net tax debit reflected in the Group Statement of Comprehensive Income in the year amounted to a £0.8m charge (2023: £2.0m charge) in both years primarily for net actuarial gains and losses on the employee benefits plans. 9.3 Reconciliation of income tax charge to profit before tax | | | | | --- | --- | --- | | | 2024 | 2023 | | | £m | £m | | Profit before tax | 138.6 | 179.4 | | Tax at the UK corporation tax rate of 25.0% (2023: 23.5%) | 34.6 | 42.1 | | Overseas tax rate differences | 1.2 | 0.6 | | Withholding taxes | 5.5 | 6.4 | | (Income)/expenses not (taxable)/deductible for tax purposes | 1.1 | (4.6) | | (Utilisation)/Creation of deferred tax assets not recognised in the period | (0.2) | 0.6 | | Tax rate changes | – | – | | Adjustments in respect of prior years | (3.9) | 3.7 | | Total income tax charge | 38.3 | 48.8 | ![]() 164 Vesuvius plc Annual Report and Financial Statements 2024 #### Notes to the Group Financial Statementscontinued 9. Income Tax Charge continued 9.4 Deferred tax | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | Other | | | Other | | | | | operating | Pension | Intangible | temporary | | | | Interest | losses | costs | assets | differences | Total | | | £m | £m | £m | £m | £m | £m | | As at 1 January 2023 | 41.3 | 46.4 | 6.7 | (22.6) | 26.9 | 98.7 | | Exchange adjustments | (1.8) | 0.6 | (0.2) | 0.8 | (1.8) | (2.4) | | Other net charge to Group Statement of | | | | | | | | Comprehensive Income | – | – | (2.0) | – | – | (2.0) | | Other net (charge)/credit to Group Income Statement | (5.7) | (4.3) | (1.5) | 3.7 | 4.6 | (3.2) | | As at 31 December 2023 | 33.8 | 42.7 | 3.0 | (18.1) | 29.7 | 91.1 | | Exchange adjustments | 0.2 | (0.5) | (0.2) | 0.1 | 0.5 | 0.1 | | Other net charge to Group Statement of | | | | | | | | Comprehensive Income | – | – | (0.8) | – | – | (0.8) | | Other net (charge)/credit to Group Income Statement | (5.7) | 1.0 | (1.9) | 1.0 | 8.8 | 3.2 | | As at 31 December 2024 | 28.3 | 43.2 | 0.1 | (17.0) | 39.0 | 93.6 | | | | | | --- | --- | --- | | | 2024 | 2023 | | | £m | £m | | Recognised in the Group Balance Sheet as: | | | | Non-current deferred tax assets | 109.9 | 114.6 | | Non-current deferred tax liabilities | (16.3) | (23.5) | | Net total deferred tax assets | 93.6 | 91.1 | The Group has modelled proportionate increases and decreases in relation to the expected taxable income based on the approved budget and the results do not have a material impact on the deferred tax asset balance. The Group remains confident of the recovery of these assets. Tax loss carry-forwards and other temporary differences with a tax value of £5.6m (2023: £22.0m) were recognised by jurisdictions reporting a loss. Based on approved business plans of these subsidiaries, the Directors consider it probable that the tax loss carry-forwards and temporary differences can be offset against future taxable profits of these subsidiaries. The total deferred tax assets not recognised as at 31 December 2024 were £167.0m (2023: £161.8m), as analysed below. In accordance with the accounting policy in Note 9.1, these items have not been recognised as deferred tax assets on the basis that their future economic benefit is not probable. In total, there was an increase of £5.2m (2023: £13.3m decrease) in net unrecognised deferred tax assets during the year, primarily driven by a prior year true-up to UK deferred tax assets. Included in these deferred tax assets and liabilities are net amounts expected to be utilised in 2025 of £4.3m (2023: £6.2m estimate of 2024). | | | | | --- | --- | --- | | | 2024 | 2023 | | | £m | £m | | Operating losses (further described below) | 92.6 | 91.6 | | Unrelieved US interest (may be carried forward indefinitely) | – | 0.7 | | Capital losses available to offset future UK capital gains (may be carried forward indefinitely) | 45.5 | 45.5 | | UK ACT credits (may be carried forward indefinitely) | 19.3 | 19.3 | | Other temporary differences | 9.6 | 4.7 | | Total deferred tax assets not recognised | 167.0 | 161.8 | ![]() Strategic report Governance Financial statements 165 9. Income Tax Charge continued 9.4 Deferred tax continued The Group has significant net operating losses with a tax value of £135.9m (2023: £134.3m), only £43.3m (2023: £42.7m) of which meet the criteria set out in Note 9.1 to be recognised on the Group Balance Sheet. | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | Operating | Operating | | Operating | Operating | | | | losses | losses not | | losses | losses not | | | | recognised | recognised | Total | recognised | recognised | Total | | | 2024 | 2024 | 2024 | 2023 | 2023 | 2023 | | | £m | £m | £m | £m | £m | £m | | UK (may be carried forward indefinitely) | 35.8 | 74.2 | 110.0 | 34.4 | 72.1 | 106.5 | | US (due to expire 2025–2031) | 1.5 | – | 1.5 | 1.4 | – | 1.4 | | ROW (may be carried forward indefinitely) | 6.0 | 18.4 | 24.4 | 6.9 | 19.5 | 26.4 | | | 43.3 | 92.6 | 135.9 | 42.7 | 91.6 | 134.3 | The £24.4m (2023: £26.4m) operating losses available to set against future income in the rest of the world arise in a number of countries, reflecting the spread of the Group’s operations. A liability of £nil (2023: £0.7m) has been recognised in respect of withholding taxes that will be due on a repatriation of funds from the Group’s Chinese subsidiaries. Deferred tax is not recognised in respect of the value of the Group’s unremitted earnings in subsidiaries and interests in joint ventures where we are able to control the timing of the reversal of the temporary differences and it is probable that such differences will not reverse in the foreseeable future. The main tax that would apply to unremitted earnings is dividend WHT that would be deducted by the payer of these dividends. The estimate for dividend withholding tax on unremitted earnings which has not been recorded in the accounts is £20.7m (2023: £16.5m). 9.5 Income tax payable and recoverable | | | | | --- | --- | --- | | | 2024 | 2023 | | | £m | £m | | Liabilities for income tax payable | (2.6) | (3.5) | | Provisions for uncertain tax positions | (4.0) | (6.3) | | | (6.6) | (9.8) | | Plus: Income tax recoverable within one year | 12.9 | 11.5 | | Net asset/(liability) | 6.3 | 1.7 | Provisions for uncertain tax positions are calculated in accordance with the policy outlined in Note 9.1, and are treated as income tax payable in accordance with IAS 12. These provisions cover litigated tax matters as well as provisions for other risks where the Group believes it is more likely than not that there would be a successful challenge by a tax authority to positions it has taken in its tax filings. By its nature, litigation can result in sharp fluctuations in cash flow, both in and out, relating to taxes. Currently, management does not expect any material adjustments to these provisions in 2025. During the year the provisions for uncertain tax positions have reduced to £4.0m (2023: £6.3m). The decrease of £2.3m (2023: £0.5m) can be explained by the expiration of the statute of limitations on certain exposures and the conclusion of an audit in Europe. ![]() 166 Vesuvius plc Annual Report and Financial Statements 2024 #### Notes to the Group Financial Statementscontinued 9. Income Tax Charge continued 9.6 Key factors impacting the sustainability of the headline effective tax rate are as follows: Material changes in the geographic mix of profits The Group’s headline effective tax rate is sensitive to changes in the geographic mix of profits and level of profits and reflects a combination of higher rates in certain jurisdictions such as Brazil, Germany, India, Mexico and the US and a lower headline effective tax rate in jurisdictions like China and Poland. Changes in tax rates, tax reform and its interpretation Changes in tax rates and laws in the jurisdictions in which the Group operates could have a material effect on the Group’s headline effective tax rate. Availability of tax advantaged rates Vesuvius in China qualifies for a tax advantaged rate of 15% (rather than the headline rate of 25%) on part of its profits due to the high-technology nature of its business. Resolution of tax judgements At any one time, the Group can be subject to a number of challenges by tax authorities in the jurisdictions in which it operates. The outcome of these challenges is inherently uncertain, potentially resulting in a different tax charge from the amounts initially provided. 10. Earnings per Share (EPS) 10.1 Earnings for EPS Basic and diluted EPS from continuing operations are based upon the profit attributable to owners of the Parent, as reported in the Group Income Statement. The table below reconciles these different profit measures. | | | | | --- | --- | --- | | | 2024 | 2023 | | | £m | £m | | Profit attributable to owners of the Parent | 87.2 | 118.5 | | Adjustments for separately reported items: | | | | Cost reduction programme expenses | 14.6 | – | | Provision for future water treatment at disused mine | 9.7 | – | | Amortisation of acquired intangible assets | 10.0 | 10.3 | | Income tax credit | (8.9) | (3.1) | | Headline profit attributable to owners of the Parent | 112.6 | 125.7 | 10.2 Weighted average number of shares | | | | | --- | --- | --- | | | 2024 | 2023 | | | millions | millions | | For calculating basic and headline EPS | 260.0 | 269.1 | | Adjustment for potentially dilutive ordinary shares | 3.7 | 3.0 | | For calculating diluted and diluted headline EPS | 263.7 | 272.1 | For the purposes of calculating diluted and diluted headline EPS, the weighted average number of ordinary shares is adjusted to include the weighted average number of ordinary shares that would be issued on the conversion of all potentially dilutive ordinary shares expected to vest, relating to the Company’s share-based payment plans. Potential ordinary shares are only treated as dilutive when their conversion to ordinary shares would decrease EPS or increase loss per share. ![]() Strategic report Governance Financial statements 167 10. Earnings per Share (EPS) continued 10.3 Per share amounts | | | | | --- | --- | --- | | | 2024 | 2023 | | | pence | pence | | Earnings per share | | | | – reported basic | 33.5 | 44.0 | | – reported diluted | 33.1 | 43.6 | | – headline basic 1 | 43.3 | 46.7 | | – headline diluted 1 | 42.7 | 46.2 | 1. For definitions of headline earnings per share, refer to Note 35.8. 11. Cash Generated from Operations | | | | | | --- | --- | --- | --- | | | | 2024 | 2023 | | | Notes | £m | £m | | Operating profit | | 153.7 | 190.1 | | Adjustments for: | | | | | Amortisation of acquired intangible assets | 15 | 10.0 | 10.3 | | Cost reduction programme expenses | 6 | 14.6 | – | | Provision for future water treatment at disused mine | 6 | 9.7 | – | | Trading profit | | 188.0 | 200.4 | | Gain on disposal of non-current assets | | (2.2) | (2.5) | | Depreciation and amortisation | 14 | 62.2 | 57.8 | | Defined benefit retirement plans net charge | 27 | 5.0 | 5.2 | | Net (increase)/decrease in inventories | | (14.3) | 9.9 | | Net decrease in trade receivables | | 1.9 | 2.6 | | Net increase in trade payables | | 11.8 | 8.3 | | Net increase in other working capital | | (16.6) | (0.5) | | Outflow related to restructuring charges | | (1.0) | (0.8) | | Defined benefit retirement plans cash outflows | 27 | (9.4) | (7.4) | | Cost reduction programme cash outflows | 6 | (7.9) | – | | Water treatment at disused mine cash outflows | | (0.8) | (1.0) | | Cash generated from operations | | 216.7 | 272.0 | 12. Cash and Cash Equivalents 12.1 Accounting policy Cash and short-term deposits in the Group balance sheet consist of cash at bank and in hand, and short-term deposits with original maturity of three months or less. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the Group Statement of Cash Flows. Certain of the Group’s cash and overdrafts are subject to cash pooling arrangements, some of which involve the offsetting of credit and debit balances. | | | | | --- | --- | --- | | | 2024 | 2023 | | | £m | £m | | Cash at bank and in hand | 186.4 | 164.2 | | Bank overdrafts | (7.8) | (3.4) | | Cash and cash equivalents in the Group Statement of Cash Flows | 178.6 | 160.8 | Cash is held both centrally and in operating territories. There is no restricted cash. For certain territories including Argentina, Egypt, and Russia cash is more readily used locally than for broader Group purposes. ![]() 168 Vesuvius plc Annual Report and Financial Statements 2024 #### Notes to the Group Financial Statementscontinued 13. Reconciliation of Movement in Net Debt | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | Balance | | | | | Balance | | | as at | Foreign | Fair value | | | as at | | | 1 January | exchange | gains/ | Non-cash | Cash | 31 December | | | 2024 | adjustments | (losses) | movements \* | flow \*\* | 2024 | | | £m | £m | £m | £m | £m | £m | | Cash and cash equivalents | | | | | | | | Cash at bank and in hand | 164.2 | (5.1) | – | – | 27.3 | 186.4 | | Bank overdrafts | (3.4) | 0.1 | – | – | (4.5) | (7.8) | | | 160.8 | (5.0) | – | – | 22.8 | 178.6 | | Borrowings, excluding bank overdrafts | (400.6) | 9.2 | – | (18.2) | (103.6) | (513.2) | | Capitalised arrangement fees | 1.8 | – | – | (1.0) | – | 0.8 | | Derivative financial instruments | 0.5 | – | 4.1 | – | – | 4.6 | | Net debt | (237.5) | 4.2 | 4.1 | (19.2) | (80.8) | (329.2) | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | Balance | | | | | Balance | | | as at | Foreign | | | | as at | | | 1 January | exchange | Fair value | Non-cash | Cash | 31 December | | | 2023 | adjustments | losses | movements \* | flow \*\* | 2023 | | | £m | £m | £m | £m | £m | £m | | Cash and cash equivalents | | | | | | | | Cash at bank and in hand | 184.2 | (21.1) | – | – | 1.1 | 164.2 | | Bank overdrafts | (4.4) | 0.1 | – | – | 0.9 | (3.4) | | | 179.8 | (21.0) | – | – | 2.0 | 160.8 | | Borrowings, excluding bank overdrafts | (440.2) | 11.9 | – | (33.6) | 61.3 | (400.6) | | Capitalised arrangement fees | 2.7 | – | – | (0.9) | – | 1.8 | | Derivative financial instruments | 2.7 | – | (2.2) | – | – | 0.5 | | Net debt | (255.0) | (9.1) | (2.2) | (34.5) | 63.3 | (237.5) | \* £15.2m (2023: £31.2m) of new leases were entered into during the year. \*\* Borrowings, excluding bank overdrafts include proceeds from borrowings, repayment of borrowings and payment of lease liabilities. Net debt is a measure of the Group’s net indebtedness to banks and other external financial institutions and comprises the total of cash and short-term deposits, current and non-current interest-bearing borrowings, derivative financial instruments and lease liabilities. The Group routinely rolls over the principal of borrowings drawn under the committed syndicated bank facility. The procedure may be repeated, depending on liquidity requirements of the Group, until the maturity date of the credit facility. 14. Property, Plant and Equipment 14.1 Accounting policy Freehold land and construction in progress are carried at cost less accumulated impairment losses. The Group recognises a right-of-use asset at the lease commencement date. The asset is initially measured as the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease, and depreciated using the straight-line method over the lease term. Other items of property, plant and equipment are carried at cost less accumulated depreciation and accumulated impairment losses. Costs are capitalised only when it is probable that they will result in future economic benefits flowing to the Group and when they can be measured reliably. Costs are capitalised to construction in progress where an asset is being developed. This is then transferred to the relevant asset class and depreciated when the asset is ready for use. All other repairs and maintenance expenditures are charged to the Group Income Statement in the period in which they are incurred. Freehold land is not depreciated as it has an infinite life. Depreciation on other items of property, plant and equipment begins when the asset is available for use and is charged to the Group Income Statement on a straight-line basis so as to write off the cost less the estimated residual value of the asset over its estimated useful life as follows: ![]() Strategic report Governance Financial statements 169 14. Property, Plant and Equipment continued 14.1 Accounting policy continued | | | | | --- | --- | --- | | Asset category | | Estimated useful life | | Freehold property | | between 10 and 50 years | | Leasehold property | | the term of the lease | | Right-of-use assets | | shorter of the asset’s useful life and lease term | | Plant and equipment | – motor vehicles and information technology equipment | between 1 and 5 years | | | – other | between 3 and 15 years | The depreciation method used, residual values and estimated useful lives are reviewed annually and changed, if appropriate. As described in Note 16.1, an asset’s carrying amount is immediately written down to its recoverable amount if its carrying amount is greater than its estimated recoverable amount. Gains and losses arising on disposals are determined by comparing sales proceeds with carrying amount and are recognised in the Group Income Statement. 14.2 Movement in net book value | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | Right-of-use | Right-of-use | | | | | | | | assets – land | assets – plant | | | | | | Freehold | Leasehold | & buildings | & equipment | Plant and | Construction | | | | property | property | (Note 26.2) | (Note 26.2) | equipment | in progress | Total | | | £m | £m | £m | £m | £m | £m | £m | | Cost | | | | | | | | | As at 31 December 2022 and 1 January 2023 | 269.1 | 0.7 | 45.2 | 35.4 | 643.3 | 75.8 | 1,069.5 | | Exchange adjustments | (8.3) | – | (3.3) | (1.7) | (22.6) | (0.8) | (36.7) | | Capital expenditure additions | 15.8 | – | 15.3 | 16.0 | 45.6 | 24.6 | 117.3 | | Acquisitions through business combinations | – | – | – | – | – | – | – | | Disposals | (3.9) | (0.6) | (3.6) | (6.2) | (18.8) | (0.2) | (33.3) | | Reclassifications | 6.1 | – | – | – | 10.1 | (16.2) | – | | As at 31 December 2023 and 1 January 2024 | 278.8 | 0.1 | 53.6 | 43.5 | 657.6 | 83.2 | 1,116.8 | | Exchange adjustments | (8.9) | – | (1.6) | (1.6) | (20.8) | (4.0) | (36.9) | | Capital expenditure additions | 7.5 | 0.7 | 4.0 | 11.2 | 25.4 | 54.6 | 103.4 | | Disposals | (2.9) | – | (1.6) | (5.4) | (16.6) | (0.5) | (27.0) | | Reclassifications | 8.5 | – | – | – | 33.7 | (42.2) | – | | As at 31 December 2024 | 283.0 | 0.8 | 54.4 | 47.7 | 679.3 | 91.1 | 1,156.3 | | Accumulated depreciation and impairment losses | | | | | | | | | As at 31 December 2022 and 1 January 2023 | 137.5 | 0.7 | 15.6 | 20.9 | 477.2 | – | 651.9 | | Exchange adjustments | (3.3) | – | (1.5) | (1.0) | (17.1) | – | (22.9) | | Depreciation charge | 7.6 | – | 5.8 | 8.4 | 35.6 | – | 57.4 | | Impairment | – | – | – | – | – | – | – | | Disposals | (2.9) | (0.6) | (3.4) | (5.3) | (18.2) | – | (30.4) | | Reclassifications | 1.7 | – | – | – | (1.7) | – | – | | As at 31 December 2023 and 1 January 2024 | 140.6 | 0.1 | 16.5 | 23.0 | 475.8 | – | 656.0 | | Exchange adjustments | (4.3) | – | (0.6) | (1.0) | (13.5) | – | (19.4) | | Depreciation charge | 10.4 | – | 6.1 | 9.5 | 34.9 | – | 60.9 | | Impairment | – | – | 0.8 | – | 0.8 | – | 1.6 | | Disposals | (2.7) | – | (2.2) | (4.7) | (15.8) | – | (25.4) | | Reclassifications | (0.2) | – | – | – | 0.2 | – | – | | As at 31 December 2024 | 143.8 | 0.1 | 20.6 | 26.8 | 482.4 | – | 673.7 | | Net book value as at 31 December 2024 | 139.2 | 0.7 | 33.8 | 20.9 | 196.9 | 91.1 | 482.6 | | Net book value as at 31 December 2023 | 138.2 | – | 37.1 | 20.5 | 181.8 | 83.2 | 460.8 | | Net book value as at 31 December 2022 | 131.6 | – | 29.6 | 14.5 | 166.1 | 75.8 | 417.6 | ![]() 170 Vesuvius plc Annual Report and Financial Statements 2024 #### Notes to the Group Financial Statementscontinued 14. Property, Plant and Equipment continued 14.2 Movement in net book value continued Capital expenditure on customer-installation assets was £11.0m (2023: £8.4m). Capital commitments as at 31 December 2024 were £26.7m (31 December 2023: £25.9m). The impact of climate change has been considered in the review of carrying values to consider whether there are indications of material impairment arising from the potential physical risks arising from climate change. We have not impaired any assets this year as a result of this exercise. We have also considered the impact of climate change on the estimation of useful lives and no material impacts were noted. 15. Intangible Assets Intangible assets comprise goodwill, other intangible assets that have been acquired through business combinations, and software costs. 15.1 Accounting policy (a) Goodwill Goodwill arising in a business combination is initially recognised as an asset at cost, measured as the excess of the aggregate of the acquisition-date fair value of the consideration transferred and the amount of any non-controlling interest acquired over the net of the acquisition-date fair value amounts of the identifiable assets acquired and liabilities assumed. When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss. Goodwill is subsequently measured at cost less accumulated impairment losses, with impairment testing carried out annually, or more frequently when there is an indication that the cash-generating unit (CGU) to which the goodwill has been allocated may be impaired. On disposal of a business, the attributable amount of goodwill is included in the calculation of the profit or loss on disposal. (b) Other intangible assets Intangible assets other than goodwill are recognised on business combinations if they are separable, or if they arise from contractual or other legal rights, and their value can be measured reliably. They are initially measured at cost, which is equal to the acquisition-date fair value, and subsequently measured at cost less accumulated amortisation charges and accumulated impairment losses. Other intangible assets are subject to impairment testing when there is an indication that an impairment loss may have been incurred and are amortised over their estimated useful lives. Amortisation of acquired intangible assets would form part of Administration, selling and distribution costs if classified within headline performance on the Income Statement. (c) Research and development costs The Group’s research activity involves long-range, ‘blue sky’ investigation, the findings from which may be used in the future to develop new or substantially improved products. Expenditure on research activities is recognised in the Group Income Statement as an expense in the year in which it is incurred. Development is the application of research findings for the production of new or substantially improved products, processes and services before the start of commercial production. Development expenditure is capitalised only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Group intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognised in the Group Income Statement as an expense in the year in which it is incurred. Capitalised development expenditure, where there is any, is stated at cost less accumulated amortisation and impairment losses. In determining whether development expenditure is capitalised as an intangible asset, management considers whether the strict intangible asset recognition criteria set out in IAS 38 Intangible Assets have been met at the time the expenditure is incurred. In making this determination, management recognises that a significant amount of the development expenditure undertaken by the Group is focused on dealing with local customer technical support issues and incremental developments to existing products as opposed to new or substantially improved products, and that at the time the feasibility of the project is determined, a significant proportion of the development expenditure for that project has already been incurred. In 2024 and 2023, no projects met the criteria for IAS 38 capitalisation. (d) Software The costs of ERP system implementations, including the purchase cost of the software and the time costs of employees directly involved in the implementation work, is capitalised and amortised over a period of no more than ten years. ![]() Strategic report Governance Financial statements 171 15. Intangible Assets continued 15.2 Movement in net book value | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | Other | | | | Other | | | | | | | acquired | | | | acquired | | | | | | | intangible | | 2024 | | intangible | | 2023 | | | | Goodwill | assets | Software | total | Goodwill | assets | Software | total | | | Note | £m | £m | £m | £m | £m | £m | £m | £m | | Cost | | | | | | | | | | | As at 1 January | | 630.9 | 287.3 | 18.8 | 937.0 | 657.9 | 292.9 | 10.8 | 961.6 | | Exchange adjustments | | (14.7) | (5.7) | (1.1) | (21.5) | (27.0) | (5.6) | 0.2 | (32.4) | | Capital expenditure additions | | – | – | 12.7 | 12.7 | – | – | 8.0 | 8.0 | | Disposals | | – | – | – | – | – | – | (0.2) | (0.2) | | As at 31 December | | 616.2 | 281.6 | 30.4 | 928.2 | 630.9 | 287.3 | 18.8 | 937.0 | | Accumulated amortisation | | | | | | | | | | | and impairment losses | | | | | | | | | | | As at 1 January | | – | 228.0 | 3.0 | 231.0 | – | 221.1 | 3.0 | 224.1 | | Exchange adjustments | | – | (4.9) | (0.1) | (5.0) | – | (3.4) | (0.2) | (3.6) | | Amortisation charge | | | | | | | | | | | for the year | | – | 10.0 | 1.3 | 11.3 | – | 10.3 | 0.4 | 10.7 | | Disposals | | – | – | – | – | – | – | (0.2) | (0.2) | | As at 31 December | | – | 233.1 | 4.2 | 237.3 | – | 228.0 | 3.0 | 231.0 | | Net book value as at | | | | | | | | | | | 31 December | | 616.2 | 48.5 | 26.2 | 690.9 | 630.9 | 59.3 | 15.8 | 706.0 | Of the £30.4m (2023: £18.8m) software cost as at 31 December 2024, £12.5m (2023: £14.2m) was in the course of construction. Amortisation charge of £10.0m (2023: £10.3m) in respect of other acquired intangible assets includes £5.1m (2023: £5.3m) recognised in respect of Foseco customer relationships, £3.6m (2023: £3.6m) in respect of the Foseco trade name and £1.3m (2023: £1.4m) in respect of North American Advanced Refractories intangible assets. The impact of climate change has been considered in the review of carrying values to consider whether there are indications of material impairment arising from risks of climate change. We have not impaired any intangible assets this year as a result of this exercise. We have also considered the impact of climate change on the estimation of useful lives and no material impacts were noted. 15.3 Analysis of goodwill by cash-generating unit (CGU) Goodwill acquired in a business combination is allocated to each of the Group’s CGUs expected to benefit from the synergies of the combination. For the purposes of impairment testing, the Directors consider that the Group has four CGUs: Steel Advanced Refractories, Steel Flow Control, Steel Sensors & Probes, and the Foundry Division. These CGUs represent the lowest level within the Group at which goodwill is monitored (Note 16.2). | | | | | --- | --- | --- | | | 2024 | 2023 | | | £m | £m | | Steel Flow Control | 268.0 | 275.1 | | Steel Advanced Refractories | 143.8 | 146.1 | | Foundry | 204.4 | 209.7 | | Total goodwill | 616.2 | 630.9 | ![]() 172 Vesuvius plc Annual Report and Financial Statements 2024 #### Notes to the Group Financial Statementscontinued 15. Intangible Assets continued 15.4 Analysis of other acquired intangible assets Other acquired intangible assets are amortised on a straight-line basis over their estimated useful lives. The assets acquired and their remaining useful lives are shown below. | | | | | | --- | --- | --- | --- | | | | Net book | Net book | | | Remaining | value as at | value as at | | | useful life | 31 Dec 2024 | 31 Dec 2023 | | | years | £m | £m | | Steel Flow Control, Steel Advanced Refractories & Foundry | | | | | – Foseco customer relationships (useful life: 20 years) | 3.3 | 16.3 | 22.5 | | – Foseco trade name (useful life: 20 years) | 3.3 | 11.7 | 15.4 | | Steel Advanced Refractories | | | | | – URI customer relationships (useful life: 20 years) | 17.0 | 5.7 | 5.9 | | – URI know-how (useful life: 20 years) | 17.0 | 4.6 | 4.7 | | – CCPI customer relationships (useful life: 20 years) | 14.2 | 10.2 | 10.8 | | Total | | 48.5 | 59.3 | 15.5 Analysis of software Software comprises Enterprise Resource Planning tools in use and being developed. The software is installed on Vesuvius’ servers and the Group has complete ownership of the assets. 16. Impairment of Tangible and Intangible Assets 16.1 Accounting policy The Directors regularly review the performance of the business and the external business environment to determine whether there is any indication that the Group’s tangible and intangible assets have suffered an impairment loss. If such indication exists, the higher of the value in use and the fair value less costs to sell off the asset is estimated and compared with the carrying value in order to determine the extent, if any, of the impairment loss. Where it is not feasible to estimate the recoverable amount of an individual asset, the Directors estimate the recoverable amount of the CGU to which the asset belongs. In addition, goodwill is tested for impairment on an annual basis. Goodwill acquired in a business combination is allocated to each of the Group’s CGUs expected to benefit from the synergies of the combination and the Directors carry out annual impairment testing of the carrying value of each CGU, to assess the need for any impairment of the carrying value of the associated goodwill and other intangible and tangible assets. For the purpose of impairment testing, the recoverable amount of an asset or CGU is the higher of (i) its fair value less costs to sell and (ii) its value in use. If the recoverable amount of a CGU is less than its carrying amount, the resulting impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the CGU and then to the other assets of the CGU pro rata on the basis of the carrying amount of each asset in the CGU. An impairment loss recognised for goodwill is not reversed in a subsequent period. An impairment loss recognised in a prior year for an asset other than goodwill may be reversed where there has been a sustained change in the estimates used to measure the asset’s recoverable amount since the impairment loss was recognised. 16.2 Key assumptions and methodology The key assumptions in determining value in use are projected cash flows, growth rates and discount rates. These are disclosed as critical accounting estimates in Note 3.5. Projected cash flows for the next four years have been based on the latest Board-approved budgets and strategic plans. They reflect management’s expectations of revenue, EBITDA growth, capital expenditure, working capital and adjusted operating cash flows, based on past experience and future expectations of business performance, and take into account the cyclicality of the business in which the CGU operates. Cash flows beyond the period of the strategic plans have been extrapolated using a perpetuity growth rate of 2.5% (2023: 2.5%). The growth rate has been calculated using GDP growth forecasts published by the International Monetary Fund for the Group’s end-markets. These GDP growth forecasts have been weighted to reflect the Group’s weighted average sales in each end-market during 2024. The cash flows have been discounted to their current value using pre-tax discount rates, that reflect current market assessments of the time value of money and the risks specific to the cash-generating unit. The assumptions used in the calculation of the discount rates for each CGU have been benchmarked to externally available data. These are industry-specific beta coefficients, risk-free rates and equity risk premiums. ![]() Strategic report Governance Financial statements 173 16. Impairment of Tangible and Intangible Assets continued 16.2 Key assumptions and methodology continued The pre-tax discount rates used for the Steel Flow Control and Steel Advanced Refractories was 12.5% (2023: 12.3%–12.6%) and for the Foundry CGU was 13.8% (2023: 13.6%). There is no goodwill or intangible assets in the Steel Sensors & Probes CGU. The Group carried out its annual goodwill impairment test as at 31 October 2024 (2023: 31 October 2023) using the discount rates above and applying them to the latest Board-approved cash flows to calculate a value in use (‘VIU’) . The Group also considered a valuation from its market capitalisation and other market data to determine a Fair Value Less Costs to Disposal (‘FVLCD’). The recoverable amount (higher of VIU and FVLCD) of each CGU significantly exceeded its carrying value, therefore no impairment charges have been recognised. The recoverable amount of each CGU was also checked against its carrying value as at 31 December 2024 and no impairment triggers were identified. The Directors have considered the impact of climate change on expected future cash flows, including the modelling of impact of climate change scenarios set out in the Sustainability section in the Strategic Report and expected capital expenditure required to achieve the Group’s net zero targets and other assumptions used for goodwill impairment testing. This did not result in an impairment scenario for goodwill. Sensitivity of impairment reviews Steel Flow Control (FC), Steel Advanced Refractories (AR) and the Foundry Division are the key CGUs. There is no goodwill or intangible assets in the Steel Sensors & Probes CGU. The recoverable amount of all CGUs exceeded their carrying value on the basis of the assumptions set out above and any reasonably possible changes thereof, except for AR and Foundry, where a reasonably possible change could lead to an impairment. A sensitivity analysis was carried out using reasonably possible changes to the key assumptions as set out in the table below. The following decreases to the recoverable amount of the Group’s goodwill and intangible assets were observed: | | | | | | --- | --- | --- | --- | | | | | Decrease in | | Key assumption | Relevant CGU | Sensitivity | recoverable value, £m | | Annual free cash flow | AR | Decrease the annual free cash flows by 20% | (103.8) | | Pre-tax discount rate | AR | Increase by 1.5% | (69.3) | | Combination of both key assumptions above | AR | Combination of both sensitivities above | (159.2) | | Annual free cash flow | Foundry | Decrease the annual free cash flows by 20% | (122.6) | | Pre-tax discount rate | Foundry | Increase by 1.5% | (73.0) | | Combination of both key assumptions above | Foundry | Combination of both sensitivities above | (181.0) | A 20% decrease in annual free cash flows or a 1.5% increase in pre-tax discount rate would not result in an impairment of any of the CGUs. A combination of both sensitivities above would result in impairment of the AR CGU of £48.3m. A 1.5% increase in pre-tax discount rate and a 9.0% decrease in annual free cash flows would result in the AR CGU having a recoverable amount equal to its carrying value. A 1.5% increase in pre-tax discount rate and a 23.0% decrease in annual free cash flows would result in the Foundry CGU having a recoverable amount equal to its carrying value. ![]() 174 Vesuvius plc Annual Report and Financial Statements 2024 #### Notes to the Group Financial Statementscontinued 17. Investments in Subsidiaries, Joint Ventures and Associates 17.1 Investment in subsidiaries A subsidiary is an entity over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and can affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. The subsidiaries of Vesuvius plc and the countries in which they are incorporated are set out below. With the exception of Vesuvius Holdings Limited, whose ordinary share capital was directly held by Vesuvius plc, the ordinary capital of the companies listed below was wholly owned by a Vesuvius plc subsidiary as at 31 December 2024. Details of the joint ventures and associates are disclosed in Note 17.2. | | | | | --- | --- | --- | | Company | | | | legal name | Registered office address | Jurisdiction | | Advent Process | 333 Prince Charles Drive, | Canada | | Engineering Inc. | Welland, Ontario, | (Ontario) | | | L3B 5P4, Canada | | | BMI Refractory | 600 N 2nd Street, Suite 401, | US | | Services Inc. | Harrisburg, PA 17101-1071, | (Pennsylvania) | | | United States | | | Brazil 1 Limited | 165 Fleet Street, London, | England | | | EC4A 2AE, England | | | CCPI Inc. | Suite 201, 910 Foulk Road, | US | | | Wilmington, New Castle, | (Delaware) | | | DE 19803, United States | | | Cookson | Km 7 1/2, Autopista San Isidro, | Dominican | | Dominicana, | Edificio Modelo A, Zona Franca | Republic | | SRL | San Isidro, Santo Domingo | | | | Oeste, Dominican Republic | | | Flo-Con | CT Corporation, 1209 Orange | US | | Holding, Inc. | Street, The Corporation Trust | (Delaware) | | | Company, Wilmington, | | | | DE 19801, United States | | | Foseco (FS) | 165 Fleet Street, London, | England | | Limited | EC4A 2AE, England | | | Foseco (Jersey) | 44 Esplanade, St Helier, | Jersey | | Limited | JE4 9WG, Jersey | | | Foseco (UK) | 165 Fleet Street, London, | England | | Limited | EC4A 2AE, England | | | Foseco Canada | 181 Bay Street, Suite 1800, | Canada | | Limited | Toronto, Ontario, M5J 2T9, Canada (Ontario) | | | Foseco Espanola | 5, Barrio Elizalde, Izurza, | Spain | | S.A. | Bizkaia, 48213, Spain | | | Foseco Foundry | Room 819, Shekou Zhaoshang | China | | (China) | Building, Nanshan District, | | | Co. Limited | Shenzhen, Guangdong, | | | | 518067, China | | | Foseco | 5, Barrio Elizalde, | Spain | | Fundición Holding | Izurza, Bizkaia, | | | (Espanola), S.L. | 48213, Spain | | | Foseco Holding | 165 Fleet Street, London, | England | | (Europe) Limited | EC4A 2AE, England | | | Foseco Holding | 12 Bosworth Street, | South Africa | | (South Africa) | Alrode, Alberton, 1449, | | | (Pty) Limited | South Africa | | | Foseco | Rivium Boulevard 301, | Netherlands | | Holding BV | Capelle aan den Ijssel, Rotterdam | | | | 2909LK, Netherlands | | | Foseco Holding | 165 Fleet Street, London, | England | | Limited | EC4A 2AE, England | | | Foseco Holding | 165 Fleet Street, London, | England | | International | EC4A 2AE, England | | | Limited | | | | Foseco Industrial e | Km 15, Rodovia Raposo | Brazil | | Comercial Ltda | Tavares, Butanta Cep, | | | | São Paulo, 05577-100, Brazil | | | Foseco | 170/69, 22nd Floor Ocean | Thailand | | International | Tower 1, Ratchadapisek Road, | | | Holding | Klongtoey, Bangkok, | | | (Thailand) Limited | 10110, Thailand | | | | | | | --- | --- | --- | | Company | | | | legal name | Registered office address | Jurisdiction | | Foseco | 165 Fleet Street, London, | England | | International | EC4A 2AE, England | | | Limited | | | | Foseco Japan | 9th Floor, Orix Kobe Sannomiya | Japan | | Limited | Building, 6-1-10, Goko dori, Chuo- | | | | ku, Kobe Hyogo, 651-0087, Japan | | | Foseco Korea | 74 Jeongju-ro, Bucheon-si, | Republic of | | Limited | Gyeonggi-do, 14523, South Korea | Korea | | Foseco | 165 Fleet Street, London, | England | | Limited | EC4A 2AE, England | | | Foseco | CT Corporation, 1209 Orange | US | | Metallurgical Inc. | Street, The Corporation Trust | (Delaware) | | | Company, Wilmington, | | | | DE 19801, United States | | | Foseco | Binnenhavenstraat 20, 7553 GJ | Netherlands | | Nederland BV | Hengelo (OV), Netherlands | | | Foseco Overseas | 165 Fleet Street, London, | England | | Limited | EC4A 2AE, England | | | Foseco Portugal | Rua Manuel Pinto de Azevedo, | Portugal | | Produtos Para | No 626 4100-320 Porto, | | | Fundiçâo Lda | Portugal | | | Foseco S.A.S. | Le Newton C, 7 Mail Barthélémy | France | | | Thimonnier, 77185 Lognes, France | | | Foseco Steel | 1 Midland Way, Central Park, | England | | (UK) Limited | Barlborough Links, Derbyshire, | | | | S43 4XA, England | | | Foseco | 165 Fleet Street, London, | England | | Technology | EC4A 2AE, England | | | Limited | | | | J.H. France | CT Corporation, 1209 Orange | US | | Refractories | Street, The Corporation Trust | (Delaware) | | Company | Company, Wilmington, | | | | DE 19801, United States | | | John G. Stein & | 1 Midland Way, Central Park, | England | | Company Limited | Barlborough Links, Derbyshire, | | | | S43 4XA, England | | | Mainsail | Victoria Place, 5th Floor, | Bermuda | | Insurance Company | 31 Victoria Street, Pembroke, | | | Limited | Hamilton, HM 10, Bermuda | | | New Foseco | 1 Midland Way, Central Park, | England | | (UK) Limited | Barlborough Links, Derbyshire, | | | | S43 4XA, England | | | Process Metrix, | 6622 Owens Drive, Pleasanton, | US (California) | | LLC | CA 94588, United States | | | PT Foseco | Jl Rawa Gelam 2/5, Kawasan | Indonesia | | Indonesia | Industri, Pulogadung, Jakarta, | | | | 13930, Indonesia | | | PT Foseco | Jl Rawa Gelam 2/5, Kawasan | Indonesia | | Trading Indonesia | Industri, Pulogadung, Jakarta, | | | | 13930, Indonesia | | | Realisations 789, | CT Corporation, 1209 Orange | US (Delaware) | | LLC | Street, The Corporation Trust | | | | Company, Wilmington, | | | | DE 19801, United States | | ![]() Strategic report Governance Financial statements 175 17. Investments in Subsidiaries, Joint Ventures and Associates continued 17.1 Investment in subsidiaries continued | | | | | --- | --- | --- | | Company | | | | legal name | Registered office address | Jurisdiction | | S G Blair & | 1 Midland Way, Central Park, | England | | Company Limited | Barlborough Links, Derbyshire, | | | | S43 4XA, England | | | SIDERMES Inc. | 175 montée Calixa-Lavallée, | Canada | | Vesuvius Sensors | Verchêres, Québec J0L2R0, | (Ontario) | | and Probes | Canada | | | SIR | Siegener Strasse 152, | Germany | | Feuerfestprodukte | Kreuztal, D-57223, | | | GmbH | Germany | | | SOLED S.A.S. | Centre d’Activités Economiques | France | | Vesuvius Sensors | Zone Industrielle de Franchepré | | | and Probes France | 54240 Joeuf, France | | | Vesuvius | 170/69, 22nd Floor Ocean Tower 1, | Thailand | | (Thailand) | Ratchadapisek Road, Klongtoey, | | | Co., Limited | Bangkok, 10110, Thailand | | | Vesuvius | Street Urquiza, 919, Floor 2, Rosario, | Argentina | | (V.E.A.R.) S.A. | Provincia de Santa Fé, Argentina | | | Vesuvius Advanced | Xiaotaizi Village, Ningyuan | China | | Ceramics (Anshan) | Town, Qianshan District, Anshan, | | | Co., Limited | Liaoning Province, 114011, China | | | Vesuvius | 221 Xing Ming Street, | China | | Advanced | China-Singapore Suzhou Ind Park, | | | Ceramics (China) | Suzhou, Jiangsu Province, | | | Co., Limited | 215021, China | | | Vesuvius | 1209 Orange Street, Wilmington, | US | | America, Inc. | DE 19801, United States | (Delaware) | | Vesuvius Australia | 40–46 Gloucester Boulevarde, | Australia | | (Holding) Pty | Port Kembla, NSW, 2505, | | | Limited | Australia | | | Vesuvius Australia | 40–46 Gloucester Boulevarde, | Australia | | Pty Limited | Port Kembla, NSW, 2505, Australia | | | Vesuvius | Zandvoordestraat 366, Oostende, | Belgium | | Belgium N.V. | B-8400, Belgium | | | Vesuvius | 181 Bay Street, Suite 1800, | Canada | | Canada Inc | Toronto, Ontario, M5J 2T9, Canada | (Ontario) | | Vesuvius Ceramics | 165 Fleet Street, London, | England | | Limited | EC4A 2AE, England | | | Vesuvius China | 86/F International Commerce | Hong Kong | | Holdings | Centre, 1 Austin Road West, | | | Co. Limited | Kowloon, Hong Kong | | | Vesuvius | 165 Fleet Street, London, | England | | China Limited | EC4A 2AE, England | | | Vesuvius Colombia | Calle 90 No. 13 A 31, Piso 6, | Colombia | | S.A.S. | Bogota City, 110911, Colombia | | | Vesuvius | Via Nassa 17, Lugano, | Switzerland | | Corporation S.A. | CH 6900, Switzerland | | | Vesuvius | ul. Jasnogórska 11, | Poland | | CSD Sp z.o.o. | Kraków, 31-358, Poland | | | Vesuvius | Warehouse No: 1J-09/3, | United Arab | | Emirates FZE | P O Box 49261, | Emirates | | | Hamriyah Free Zone, Sharjah, | | | | United Arab Emirates | | | Vesuvius | Gelsenkirchener Strasse 10, | Germany | | Europe GmbH | Borken, D-46325, Germany | | | Vesuvius | 17 Rue de Douvrain, Ghlin, | Belgium | | Europe S.A. | 7011, Belgium | | | Vesuvius | 41, Boulevard Marcel Sembat, | France | | Europe S.A.S. | 69200, Venissieux, France | | | Vesuvius Financial | 165 Fleet Street, London, | England | | 1 Limited | EC4A 2AE, England | | | Vesuvius | Pajamäentie 8D7, | Finland | | Finland OY | 00360 Helsinki, Finland | | | | | | | --- | --- | --- | | Company | | | | legal name | Registered office address | Jurisdiction | | Vesuvius Foundry | 12 Wei Wen Road, | China | | Products (Suzhou) | China-Singapore Suzhou Ind Park, | | | Co. Limited | Suzhou, Jiangsu Province, | | | | 215122, China | | | Vesuvius Foundry | 2 Changchun Road, | China | | Technologies | Economic Development Area, | | | (Jiangsu) Co. | Changshu, Jiangsu, | | | Limited | 215537, China | | | Vesuvius | Rue Paul Deudon 68, Boite Postale 19, | France | | France S.A. | Feignies 59750, France | | | Vesuvius | Gelsenkirchener Strasse 10, | Germany | | GmbH | Borken, D-46325, Germany | | | Vesuvius | 165 Fleet Street, London, | England | | Group Limited | EC4A 2AE, England | | | Vesuvius | 17 Rue de Douvrain, Ghlin, | Belgium | | Group S.A. | 7011, Belgium | | | Vesuvius Holding | Gelsenkirchener Strasse 10, | Germany | | Deutschland | Borken, D-46325, | | | GmbH | Germany | | | Vesuvius Holding | 68 Rue Paul Deudon, Boite Postale 19, | France | | France S.A.S. | Feignies 59750, France | | | Vesuvius Holding | Via Mantova 10, | Italy | | Italia – Società a | 20835 Muggio | | | Responsabilità | MB, Italy | | | Limitata | | | | Vesuvius | 165 Fleet Street, London | England | | Holdings Limited | EC4A 2AE, England | | | Vesuvius Ibérica | Capitán Haya, 56 – 1ºH, | Spain | | Refractarios S.A. | 28020 Madrid, Spain | | | Vesuvius | CT Corporation, 1209 Orange Street, | US | | International | The Corporation Trust Company, | (Delaware) | | Corporation | Wilmington, DE 19801, United States | | | Vesuvius | 165 Fleet Street, | England | | Investments | London, EC4A 2AE, | | | Limited | England | | | Vesuvius Istanbul | Gebze OSB2 Mh. 1700., | Turkey | | Refrakter Sanayi | Sok No:1704/1, Cayirova, | | | ve Ticaret AS | Kocaeli, 41420, Turkey | | | Vesuvius IT and | 10th Floor, Unit No. 2, Fountainhead- | India | | Shared Services | Tower 3, B Wing, Phoenix Market City, | | | Private Limited | Viman nagar, Pune, Pune- 411014, | | | | Maharashtra, India | | | Vesuvius Italia | Via Mantova 10, | Italy | | S.p.A. | 20835 Muggio MB, Italy | | | Vesuvius | 9th Floor, Orix Kobe Sannomiya | Japan | | Japan Inc. | Building 6-1-10, Goko dori, | | | | Chou-ku, Kobe Hyogo, 651-0087, | | | | Japan | | | Vesuvius K.S.R. | 1 Midland Way, Central Park, | England | | Limited | Barlborough Links, Derbyshire, | | | | S43 4XA, England | | | Vesuvius Life Plan | 165 Fleet Street, London, | England | | Trustee Limited | EC4A 2AE, England | | | Vesuvius LLC | 502, 5th floor, 1 Myasicsheva str., | Russia | | | Zhukovsky, Moscow region, | | | | 140180, Russian Federation | | | Vesuvius | Unit 30-01, Level 30 Tower A, | Malaysia | | Malaysia | Vertical Business Suite Avenue 3, | | | Sdn Bhd | Bangsar South, No 8 Jalan Kerinchi, | | | | Kuala Lumpur Wilayah Persekutuan, | | | | 59200, Malaysia | | | Vesuvius | 165 Fleet Street, London, | England | | Management | EC4A 2AE, England | | | Services Limited | | | ![]() 176 Vesuvius plc Annual Report and Financial Statements 2024 #### Notes to the Group Financial Statementscontinued 17. Investments in Subsidiaries, Joint Ventures and Associates continued 17.1 Investment in subsidiaries continued | | | | | --- | --- | --- | | Company | | | | legal name | Registered office address | Jurisdiction | | Vesuvius Mexico | Av. Ruiz Cortinez, Num. 140, Colonia | Mexico | | S.A. de C.V. | Jardines de San Rafael, Guadalupe, | | | | Nuevo León, CP 67119, Mexico | | | Vesuvius | 56, St 15, Apt 103, Maadi, | Egypt | | Mid-East Limited | Cairo, 11728, Egypt | | | Vesuvius Moravia, | Konska c.p. 740, Trinec, | Czech | | s.r.o. | 739 61, Czech Republic | Republic | | Vesuvius Mulheim | Gelsenkirchener Strasse 10, | Germany | | GmbH | Borken, D-46325, Germany | | | Vesuvius NC, LLC | Corporation Trust Center, | US | | | 1209 Orange Street, Wilmington, | (Delaware) | | | New Castle County, DE 19801, | | | | United States | | | Vesuvius New | Level 5 Deloitte Centre, | New | | Zealand Limited | 1 Queen Street, Auckland, | Zealand | | | 1010, New Zealand | | | Vesuvius Overseas | 165 Fleet Street, London, | England | | Investments | EC4A 2AE, England | | | Limited | | | | Vesuvius Overseas | 165 Fleet Street, London, | England | | Limited | EC4A 2AE, England | | | Vesuvius Penn | Corporation Trust Center, | US | | Corporation | 1209 Orange Street, Wilmington, | (Delaware) | | | DE 19801, United States | | | Vesuvius Pension | 165 Fleet Street, London, | England | | Plans Trustees | EC4A 2AE, England | | | Limited | | | | Vesuvius Peru | Calle Dean Valdivia 148, piso 11 – | Peru | | S.A.C. | oficina 1134, Edificio Platinum Plaza – | | | | San Isidro, Lima, Peru | | | Vesuvius Poland | Ul Tyniecka 12, Skawina, | Poland | | Sp z.o.o. | 32-050, Poland | | | Vesuvius Process | 41, Boulevard Marcel Sembat, | France | | Metrix S.A.S. | 69200, Venissieux, France | | | Vesuvius Ras Al | Street No. F14, RAK Investment | United | | Khaimah FZ-LLC | Authority Free Zone, Al Hamra, | Arab | | | Ras Al Khaimah, PO Box 86408, | Emirates | | | United Arab Emirates | | | Vesuvius | Street San Martin 870, | Chile | | Refractarios de | Room 308, Tower B, | | | Chile S.A. | Concepcion, Chile | | | Vesuvius | Galati, Marea Unire avenue 107, | Romania | | Refractories S.r.l. | Galati county, 800329, Romania | | | Vesuvius | Room No. 9, 3rd Floor, 7 Ganesh | India | | Refractory India | Chandra Avenue, Kolkata, | | | Private Limited | WB 700013, India | | | Vesuvius | Avenida Brasil 49550, Distrito Industrial | Brazil | | Refratários | de Palmares, Campo Grande, Rio de | | | Ltda | Janeiro, 23065-480, Brazil | | | | | | | --- | --- | --- | | Company | | | | legal name | Registered office address | Jurisdiction | | Vesuvius | 4, Forradsgatan, Amal, S-662 34, | Sweden | | Scandinavia AB | Sweden | | | Vesuvius Sensors | 10 Via Mantova, Muggio, | Italy | | & Probes Europe | Monza e Brianza, | | | S.p.A. | 20835, Italy | | | Vesuvius Services | Calle Dean Valdivia 148, piso 11 – | Peru | | Peru S.A.C. | oficina 1134, Edificio Platinum Plaza – | | | | San Isidro, Lima, Peru | | | Vesuvius Solar | 1/F Building 3, No 12 Weiwen Road, | China | | Crucible (Suzhou) | China-Singapore Suzhou Ind Park, | | | Co. Ltd | Suzhou, Jiangsu Province, 215122, | | | | China | | | Vesuvius South | Pebble Lane, Private Bag X2, | South | | Africa (Pty) Limited | Olifantsfontein, Gauteng | Africa | | | Province, 1665, South Africa | | | Vesuvius | ul. Jasnogórska 11, Kraków, | Poland | | Sp z.o.o. | 31-358, Poland | | | Vesuvius SSC | ul. Jasnogórska 11, Kraków, | Poland | | Sp z.o.o. | 31-358, Poland | | | Vesuvius UK | 165 Fleet Street, London, | England | | Limited | EC4A 2AE, England | | | Vesuvius Ukraine | 27, Udarnykiv Street, City of | Ukraine | | LLC | Dnipropetrovsk, 49000, Ukraine | | | Vesuvius USA | CT Corporation, 208 South LaSalle | US (Illinois) | | Corporation | Street, Chicago, Cook County, | | | | IL 60604, United States | | | Vesuvius VA | 165 Fleet Street, London, | England | | Limited | EC4A 2AE, England | | | Vesuvius Vietnam | 7th Floor, Peakview Tower Building, | Vietnam | | Limited | No.36 Hoang Cau Street, O Cho Dua | | | | Ward, Don Da District, Hanoi City, | | | | Vietnam | | | Vesuvius Zyarock | 1/F, building 3, No. 12, Weiwen | China | | Ceramics (Suzhou) | Road China-Singapore Suzhou | | | Co., Limited | Ind Park, Suzhou, Jiangsu Province, | | | | 215122, China | | | Vesuvius-Premier | 165 Fleet Street, London, | England | | Refractories | EC4A 2AE, England | | | (Holdings) | | | | Limited | | | | Vesuvius-SERT | 41, Boulevard Marcel Sembat, | France | | S.A.S. | 69200, Venissieux, France | | | Wilkes-Lucas | 165 Fleet Street, London, | England | | Limited | EC4A 2AE, England | | | Yingkou Bayuquan | Cui Tun Village, Hai Dong Office, | China | | Refractories Co., | Bayuquan District, Liaoning Province, | | | Limited | YingKou, 115007, China | | | Yingkou YingWei | 50 Wanghai New District, Bayuquan | China | | Magnesium Co., | District, Yinkou City, Liaoning Province, | | | Ltd | 115007, China | | ![]() Strategic report Governance Financial statements 177 17. Investments in Subsidiaries, Joint Ventures and Associates continued 17.1 Investment in subsidiaries continued The following subsidiary companies have branches registered in the named countries: Foseco (Jersey) Limited in England, Foseco Holding BV in England, Vesuvius LLC in Kazakhstan and Vesuvius UK Limited in Taiwan and Republic of Korea. 17.2 Investment in joint ventures and associates A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of the arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of an entity, but is not control or joint control over those policies. The Group’s investments in its associates and joint ventures are accounted for using the equity method from the date significant influence/joint control is deemed to arise until the date on which significant influence/joint control ceases to exist or when the interest becomes classified as an asset held for sale. The Group Income Statement reflects the Group’s share of profit after tax of the related associates and joint ventures. Investments in associates and joint ventures are carried in the Group Balance Sheet at cost adjusted in respect of post-acquisition changes in the Group’s share of net assets, less any impairment in value. | | | | | --- | --- | --- | | | 2024 | 2023 | | | £m | £m | | As at 1 January | 11.3 | 13.0 | | Share of post-tax profit of joint ventures and associates | 1.1 | 0.9 | | Dividends received from joint ventures and associates | (0.7) | (1.0) | | Disposals | (0.5) | – | | Foreign exchange | (0.2) | (1.6) | | As at 31 December | 11.0 | 11.3 | The investment in joint ventures and associates includes £11.0m (2023: £10.8m) in respect of joint ventures and £nil (2023: £0.5m) in respect of associates. Dividends received from joint ventures consists of £0.1m (2023: £0.1m) from Wuhan Wugang-Vesuvius Advanced CCR Co., Limited and £0.6m (2023: £0.9m) from Wuhan Wugang-Vesuvius Advanced Ceramics Co., Limited. Joint ventures Set out below is the summarised financial information in respect of joint ventures. | | | | | --- | --- | --- | | | 2024 | 2023 | | | £m | £m | | Revenue | 44.8 | 46.0 | | Depreciation | (1.2) | (0.7) | | Trading profit | 2.9 | 2.3 | | Net finance costs | – | – | | Profit before tax | 2.9 | 2.3 | | Income tax expense | (0.7) | (0.6) | | Profit after tax | 2.2 | 1.7 | | Non-current assets | 7.5 | 6.8 | | Current assets | 21.7 | 22.0 | | Non-current liabilities | – | – | | Current liabilities | (7.2) | (7.1) | | Net assets | 22.0 | 21.7 | ![]() 178 Vesuvius plc Annual Report and Financial Statements 2024 #### Notes to the Group Financial Statementscontinued 17. Investments in Subsidiaries, Joint Ventures and Associates continued 17.2 Investment in joint ventures and associates continued Set out below is the summarised financial information for Wuhan Wugang-Vesuvius Advanced Ceramics Co., Limited, a joint venture that has transactions and balances which are material to the Group. | | | | | --- | --- | --- | | | 2024 | 2023 | | | £m | £m | | Revenue | 39.4 | 40.6 | | Depreciation | (1.1) | (0.7) | | Trading profit | 2.4 | 2.0 | | Net finance costs | – | – | | Profit before tax | 2.4 | 2.0 | | Income tax expense | (0.6) | (0.5) | | Profit after tax | 1.8 | 1.5 | | Non-current assets | 6.8 | 6.5 | | Current assets 1 | 14.4 | 14.3 | | Non-current liabilities | (0.1) | – | | Current liabilities | (5.9) | (5.9) | | Net assets | 15.2 | 14.9 | 1. Included in current assets are cash and cash equivalents of £2.5m (2023: £1.8m). The purpose of the Chinese joint venture companies is to research, develop, manufacture and sell refractory products. The role of Vesuvius is to provide technical personnel, training and access to the Group’s international sales network. | | | | | | | --- | --- | --- | --- | --- | | | | | 2024 | 2023 | | Name of entity | Registered address | Jurisdiction | % ownership | % ownership | | Wuhan Wugang-Vesuvius | Gongnong Village Qingshan District, Wuhan, | China | 50 | 50 | | Advanced CCR Co., Limited | Hubei Province, 430082, China | | | | | Wuhan Wugang-Vesuvius | Gongnong Village Qingshan District, Wuhan, | China | 50 | 50 | | Advanced Ceramics Co., | Hubei Province, 430082, China | | | | | Limited | | | | | Associates | | | | | | | --- | --- | --- | --- | --- | | | | | 2024 | 2023 | | Name of entity | Registered address | Jurisdiction | % ownership | % ownership | | Sapotech Oy | Paavo Havaksen tie 5 D, 90570 Oulu, Finland | Finland | – | 14.9 | | Newshelf 480 | 144 Oxford Road, Rosebank, Melrose, | South Africa | 45 | 45 | | Proprietary Limited | Johannesburg, 2196, South Africa | | | | The Group’s holding in Sapotech Oy was disposed of on 5 March 2024. ![]() Strategic report Governance Financial statements 179 17. Investments in Subsidiaries, Joint Ventures and Associates continued 17.3 Non-controlling interests Non-controlling interests represent the portion of the equity of a subsidiary not attributable either directly or indirectly to the Parent Company and are presented separately in the Group Income Statement and within equity in the Group Balance Sheet, distinguished from Parent Company shareholders’ equity. The total profit attributable to non-controlling interests for the year ended 31 December 2024 is £13.1m (2023: £12.1m) of which £11.1m relates to Vesuvius India Limited (2023: £9.3m). The profit attributable to non-controlling interests in respect of the Group’s other subsidiaries is not considered to be material. | | | | | | | | --- | --- | --- | --- | --- | --- | | | | | | 2024 | 2023 | | Name of entity | Registered address | Jurisdiction | Shares | % ownership | % ownership | | Vesuvius India Limited | P-104 Taratala Road, Kolkata, | India | Ordinary | 55.57 | 55.57 | | | 700 088, India | | | | | | Foseco India Limited | 922/923, Gat, Sanaswadi, Taluka, | India | Equity | 74.98 | 74.98 | | | Shirur, Pune, 412208, India | | | | | | Foseco Golden Gate | 6 Kung Yeh 2nd Road, Ping Tung | Taiwan | Ordinary | 51 | 51 | | Company Limited | Dist, Ping Tung, 90049, Taiwan | | | | | | Foseco (Thailand) Limited | 170/69, 22nd Floor Ocean Tower 1, | Thailand | Group A | 100 | 100 | | | Ratchadapisek Road, Klongtoey, | | Group B | 49 | 49 | | | Bangkok, 10110, Thailand | | | | | | Vesuvius Ceska | Prumyslová 726, Konská, Trinec, | Czech | Ordinary | 60 | 60 | | Republika, a.s. | 739 61, Czech Republic | Republic | | | | As with Vesuvius plc, all of the above companies have a 31 December year-end. The summarised financial information for Vesuvius India Limited is presented below: | | | | | --- | --- | --- | | | 2024 | 2023 | | | £m | £m | | Summarised balance sheet | | | | Current assets | 111.2 | 106.6 | | Current liabilities | (35.0) | (32.0) | | Current net assets | 76.2 | 74.6 | | Non-current assets | 62.2 | 42.3 | | Non-current liabilities | (4.1) | (3.9) | | Non-current net assets | 58.1 | 38.4 | | Net assets | 134.3 | 113.0 | | Accumulated non-controlling interests | (60.0) | (50.5) | | Summarised statement of comprehensive income | | | | Revenue | 169.1 | 155.0 | | Profit after tax | 25.0 | 21.0 | | Profit allocated to non-controlling interests | 11.1 | 9.3 | | Dividends paid to non-controlling interests | (1.1) | (0.7) | | Summarised cash flows | | | | Cash flows from operating activities | 27.1 | 10.9 | | Cash flows from investing activities | (22.6) | (20.8) | | Cash flows from financing activities | (2.9) | (0.1) | | Net increase/(decrease) in cash and cash equivalents | 1.6 | (10.0) | ![]() 180 Vesuvius plc Annual Report and Financial Statements 2024 #### Notes to the Group Financial Statementscontinued 18. Trade and Other Receivables 18.1 Accounting policy Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost, using the effective interest method, less impairment losses. Details on impairment of financial assets are disclosed in Note 25. 18.2 Analysis of trade and other receivables (current) | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | 2024 | | | | 2023 | | | | | | ECL | | ECL | | ECL | | ECL | | | Gross | provision | Net | provision | Gross | provision | Net | provision | | | £m | £m | £m | coverage 1 | £m | £m | £m | coverage 1 | | Trade receivables | | | | | | | | | | – current | 287.2 | (0.3) | 286.9 | 0.1% | 308.9 | (0.7) | 308.2 | 0.2% | | – 1 to 30 days past due | 35.6 | (0.2) | 35.4 | 0.6% | 34.7 | (0.3) | 34.4 | 0.9% | | – 31 to 60 days past due | 9.9 | (0.2) | 9.7 | 2.0% | 10.1 | (0.7) | 9.4 | 6.9% | | – 61 to 90 days past due | 3.3 | (0.2) | 3.1 | 6.1% | 2.5 | (0.3) | 2.2 | 12.0% | | – over 90 days past due | 27.8 | (21.2) | 6.6 | 76.3% | 27.3 | (24.6) | 2.7 | 90.1% | | Trade receivables | 363.8 | (22.1) | 341.7 | | 383.5 | (26.6) | 356.9 | | | Other receivables | | | 66.6 | | | | 78.4 | | | Prepayments | | | 30.6 | | | | 25.2 | | | Total trade and other receivables | | | 438.9 | | | | 460.5 | | 1. ECL (Note 25.2 (c) (ii)) provision coverage is expected credit loss provision divided by gross trade receivables. There is no significant difference between the fair value of the Group’s trade and other receivables balances and the amount at which they are reported in the Group Balance Sheet. Historical experience has shown that the Group’s trade receivable provisions are maintained at levels that are sufficient to absorb actual bad debt write-offs, without being excessive. The Group considers the credit quality of financial assets that are neither past due nor impaired as good. Included within Other receivables are banker’s drafts of £24.9m (2023: £37.6m). The majority of these notes relate to customers in China and have typical maturities of six months from the issuing date. The full amount of revenue is recognised from the customer when performance obligations are satisfied in accordance with IFRS 15. Other receivables also include VAT receivables of £31.0m (2023: £28.0m) and insurance reimbursements (see Note 30.2) of £1.9m (2023: £2.2m). 18.3 Other receivables (non-current) Non-current other receivables of £26.7m (2023: £26.8m) include insurance reimbursements (see Note 30.2) of £21.1m (2023: £21.4m) and prepaid taxes of £1.9m (2023: £1.7m). The Group applies the expected credit loss model under IFRS 9 to these other receivables. The expected credit loss for other receivables is immaterial. The maximum exposure to credit risk at the end of the reporting period is the net carrying amount of these other receivables. 18.4 Impairment of trade and other receivables Details relating to the impairment of trade receivables are disclosed in Note 25. ![]() Strategic report Governance Financial statements 181 19. Inventories 19.1 Accounting policy Inventories are stated at the lower of cost and net realisable value. Cost comprises expenditure incurred in purchasing or manufacturing inventories together with all other costs directly incurred in bringing the inventory to its present location and condition and, where appropriate, attributable production overheads based on normal activity levels. The standard cost method is used for measurement of the cost of inventories in some locations. Standard costs are regularly reviewed and, if necessary, revised in light of current conditions. Other locations measure the cost of inventories using actual costs. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. The amount of any write-down of inventories to net realisable value is recognised as an expense in the year in which the write-down occurs. The Group differentiates between work in progress (inventory that will be used in manufacturing processes and is not normally sold to third parties) and semi-finished goods (inventory that is considered as partially complete in end-to-end manufacturing processes and can be sold to a third party in its current state or used for further manufacturing). 19.2 Analysis of inventories | | | | | --- | --- | --- | | | 2024 | 2023 | | | £m | £m | | Raw materials | 93.4 | 96.9 | | Work in progress | 23.5 | 20.6 | | Semi-finished goods | 23.3 | 24.4 | | Finished goods | 155.2 | 149.1 | | Total inventories | 295.4 | 291.0 | The cost of materials recognised as an expense and included in manufacturing costs of continuing operations in the Group Income Statement during the year was £807.9m (2023: £853.5m). The net inventories of £295.4m (2023: £291.0m) include a provision for obsolete stock of £16.7m (2023: £19.7m). There were inventory write-downs of £1.3m (2023: write-downs of £3.0m). 20. Acquisitions and Divestments The Group did not acquire any material interests in any companies during the year ended 31 December 2024. There was no contingent consideration paid during the year ended 31 December 2024. On 15 November 2024 the Group signed an agreement to acquire a 61.65% stake in PiroMET AS, a Turkish business for €26.2m. Following the agreement reached in November 2024, on 28 February 2025 we completed the acquisition of a 61.65% shareholding in PiroMET, a Turkish refractory company, for €26.2m. The acquisition will strengthen our Advanced Refractory business in the fast-growing region of EEMEA and will also allow us to leverage PiroMET’s expertise in robotics and gunning worldwide. 21. Issued Share Capital 21.1 Accounting policy Equity instruments issued by the Company are recorded as the proceeds received, net of direct issue costs. Where shares are redeemed or purchased as part of a share buyback programme, a sum equal to the amount by which the Company’s share capital is diminished on cancellation of the shares is transferred to the capital redemption reserve. 21.2 Analysis of issued share capital | | | | | | | --- | --- | --- | --- | --- | | | 2024 | | 2023 | | | | | Nominal | | Nominal | | | Number | value | Number | value | | Allotted, issued and fully paid ordinary shares of 10p each | m | £m | m | £m | | As at 1 January | 277.9 | 27.7 | 278.5 | 27.8 | | Share buyback | (13.4) | (1.3) | (0.6) | (0.1) | | As at 31 December | 264.5 | 26.4 | 277.9 | 27.7 | Further information relating to the Company’s share capital is given in Note 9 to the Company’s Financial Statements. ![]() 182 Vesuvius plc Annual Report and Financial Statements 2024 #### Notes to the Group Financial Statementscontinued 22. Retained Earnings | | | | | | | | --- | --- | --- | --- | --- | --- | | | | | | Other | | | | | Reserve | Share | retained | Total | | | | for own | option | earnings | retained | | | | shares | reserve | restated \* | earnings | | | Notes | £m | £m | £m | £m | | As at 31 December 2022 and 1 January 2023 | | (40.2) | 8.0 | 2,656.0 | 2,623.8 | | Profit for the year | | – | – | 118.5 | 118.5 | | Remeasurement of defined benefit liabilities/assets | | – | – | 8.4 | 8.4 | | Recognition of share-based payments | | – | 7.3 | – | 7.3 | | Release of share option reserve on exercised | | | | | | | and lapsed options | | 3.2 | (3.2) | – | – | | Income tax on items recognised in other | | | | | | | comprehensive income | | – | – | (2.0) | (2.0) | | Purchase of ESOP shares | | (1.1) | – | – | (1.1) | | Share buyback | | – | – | (3.0) | (3.0) | | Dividends paid | 24 | – | – | (60.7) | (60.7) | | As at 31 December 2023 and 1 January 2024 | | (38.1) | 12.1 | 2,717.2 | 2,691.2 | | Profit for the year | | – | – | 87.2 | 87.2 | | Remeasurement of defined benefit liabilities/assets | | – | – | 3.6 | 3.6 | | Recognition of share-based payments | | – | 6.2 | – | 6.2 | | Release of share option reserve on exercised | | | | | | | and lapsed options | | 6.7 | (6.7) | – | – | | Income tax on items recognised in other | | | | | | | comprehensive income | | – | – | (0.8) | (0.8) | | Purchase of ESOP shares | | (17.1) | – | – | (17.1) | | Share buyback | | – | – | (63.5) | (63.5) | | Dividends paid | 24 | – | – | (61.1) | (61.1) | | As at 31 December 2024 | | (48.5) | 11.6 | 2,682.6 | 2,645.7 | \* Comparative figures for other retained earnings have been restated to correctly present the amount relating to share buyback. There has been no change to the Total retained earnings. ![]() Strategic report Governance Financial statements 183 23. Other Reserves | | | | | | | | --- | --- | --- | --- | --- | --- | | | | Capital | Cash flow | | | | | Other | redemption | hedge | Translation | Total other | | | reserves | reserve | reserve | reserve | reserves | | | £m | £m | £m | £m | £m | | As at 31 December 2022 and 1 January 2023 | (1,499.3) | – | (0.3) | 108.2 | (1,391.4) | | Exchange differences on translation of the net assets | | | | | | | of foreign operations | – | – | – | (80.8) | (80.8) | | Exchange differences on translation of net investment hedges | – | – | – | 7.9 | 7.9 | | Net change in costs of hedging | – | – | 0.4 | – | 0.4 | | Change in the fair value of the hedging instrument | – | – | (4.2) | – | (4.2) | | Amounts reclassified from Net finance costs | – | – | 3.5 | – | 3.5 | | As at 31 December 2023 and 1 January 2024 | (1,499.3) | – | (0.6) | 35.3 | (1,464.6) | | Exchange differences on translation of the net assets | | | | | | | of foreign operations | – | – | – | (47.8) | (47.8) | | Exchange differences on translation of net investment hedges | – | – | – | 7.1 | 7.1 | | Net change in costs of hedging | – | – | (0.1) | – | (0.1) | | Change in the fair value of the hedging instrument | – | – | 1.5 | – | 1.5 | | Amounts reclassified from Net finance costs | – | – | (1.2) | – | (1.2) | | Share buyback | – | 1.4 | – | – | 1.4 | | As at 31 December 2024 | (1,499.3) | 1.4 | (0.4) | (5.4) | (1,503.7) | Within other reserves as at 31 December 2024 is £1,499.0m (2023: £1,499.0m) arising from the demerger of Cookson Group plc, being the excess of the Vesuvius plc share capital of £1,777.9m over the total share capital and share premium of Cookson Group plc as at 14 December 2012 of £278.9m. The translation reserve in the table above comprises foreign exchange differences attributable to the owners of the Parent. These exchange differences arise from the translation of the financial statements of foreign operations and from the translation of financial instruments that hedge the Group’s net investment in foreign operations. In addition to foreign exchange differences attributable to the owners of the Parent, the Group Statement of Comprehensive Income includes foreign exchange differences attributable to non-controlling interests. Of the closing balance in the translation reserve, an £11.9m debit (2023: £8.5m debit) relates to net investment hedging arrangements put in place on or after 1 January 2018 but discontinued as at the date of the Balance Sheet. The full closing balance in the cash flow hedge reserve relates to continuing hedges. The cash flow hedge reserve balance includes the cost of hedging of £0.6m debit (2023: £0.4m debit). ![]() 184 Vesuvius plc Annual Report and Financial Statements 2024 #### Notes to the Group Financial Statementscontinued 24. Dividends paid to Equity Shareholders | | | | | --- | --- | --- | | | 2024 | 2023 | | | £m | £m | | Amounts recognised as dividends and paid to equity shareholders during the year | | | | Final dividend for the year ended 31 December 2022 of 15.75p per ordinary share | – | 42.4 | | Interim dividend for the year ended 31 December 2023 of 6.80p per ordinary share | – | 18.3 | | Final dividend for the year ended 31 December 2023 of 16.20p per ordinary share | 42.7 | – | | Interim dividend for the year ended 31 December 2024 of 7.10p per ordinary share | 18.4 | – | | | 61.1 | 60.7 | In addition to the above dividends, since year-end the Directors have recommended the payment of a final dividend of 16.40 pence (2023: 16.20 pence) per ordinary share (TDIM: VSVS and ISIN: GB00B82YXW83). This is subject to approval by shareholders at the Company’s Annual General Meeting on 16 May 2025. If approved by shareholders, the aggregate amount of the proposed dividend expected to be paid on 6 June 2025 out of retained earnings at 31 December 2024, but not recognised as a liability at year-end, to holders of ordinary shares on the register on 25 April 2025 is £40.0m (31 May 2024: £42.7m). The ordinary shares will be quoted ex-dividend on 24 April 2025. Any shareholder wishing to participate in the Vesuvius Dividend Reinvestment Plan needs to have submitted their election to do so by 15 May 2025. 25. Financial Risk Management 25.1 Accounting policy (a) Valuation of financial assets and liabilities The Group’s financial assets and liabilities are measured as appropriate either at amortised cost or at fair value through other comprehensive income or at fair value through profit and loss. IFRS 13 Fair Value Measurement requires classification of financial instruments within a hierarchy that prioritises the inputs to fair value measurement. The three levels of the fair value hierarchy are: Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly Level 3 – Inputs that are not based on observable market data Trade receivables and other receivables are amounts due for goods sold or services performed in the ordinary course of business. Trade receivables are recognised initially at their fair value, which is the amount of consideration that is unconditional. The Group holds the trade receivables and other receivables with the objective of collecting the contractual cash flows (held to collect) and therefore measures them at amortised cost. Derivatives which do not meet the hedge accounting criteria are classified as fair value through profit and loss (held for trading). The cross-currency interest rate swaps (see Note 25.2) which meet the hedging criteria are measured at fair value through other comprehensive income. Loans and borrowings are initially recognised at fair value net of directly attributable transaction costs. After initial recognition, they are measured at amortised cost, using the effective interest method. (b) Foreign currencies The individual financial statements of each Group entity are prepared in their functional currency, which is the currency of the primary economic environment in which that entity operates. For the purpose of the Group Financial Statements, the results and financial position of each entity are translated into pounds sterling, which is the presentational currency of the Group. Reporting foreign currency transactions in functional currency Transactions in currencies other than the entity’s functional currency are initially recorded at the rates of exchange prevailing at the end of the preceding month or on the date of the transaction itself. At each subsequent balance sheet date: (i) Foreign currency monetary items are retranslated at the rates prevailing at the balance sheet date. Exchange differences arising on the settlement or retranslation of monetary items are recognised either in the Group Income Statement or the Group Statement of Comprehensive Income (ii) Non-monetary items measured at historical cost in a foreign currency are not retranslated. ![]() Strategic report Governance Financial statements 185 25. Financial Risk Management continued 25.1 Accounting policy continued (b) Foreign currencies continued Translation from functional currency to presentational currency When the functional currency of a Group entity is different from the Group’s presentational currency, its results and financial position are translated into the presentational currency as follows: (i) Assets and liabilities are translated using exchange rates prevailing at the balance sheet date (ii) Income and expense items are translated at average exchange rates for the year, except where the use of such average rates does not approximate the exchange rate at the date of a specific transaction, in which case the transaction rate is used (iii) All resulting exchange differences are recognised in other comprehensive income and presented in the translation reserve in equity. They are reclassified to profit or loss in the period in which the foreign operation is disposed of or liquidated. Net investment in foreign operations Exchange differences arising on a monetary item that forms part of a reporting entity’s net investment in a foreign operation are initially recognised in other comprehensive income and presented in the translation reserve in equity and reclassified to profit or loss on disposal of the net investment. (c) Derivative financial instruments The Group uses derivative financial instruments (‘derivatives’) to manage the financial risks associated with some of its underlying activities and the financing of those activities. Derivatives are measured at fair value using market prices at the balance sheet date. Any derivatives which form part of a hedge accounting relationship are designated as such on the date on which they are executed. Any derivatives which do not form part of a designated hedge accounting relationship are classified as ‘held for trading’ for accounting purposes and are accounted for at fair value through profit or loss. They are presented as current assets or liabilities to the extent they are expected to be settled within 12 months after the end of the reporting period. (d)Cash flow hedges Changes in the fair value of derivatives designated as cash flow hedges are recognised in other comprehensive income to the extent that the hedges are effective. Any ineffective portion would immediately be recognised in net finance costs in the profit or loss. If a forecast transaction is no longer expected to occur, the amounts previously recognised in other comprehensive income would be transferred to net finance costs in the profit or loss. (e) Net investment hedges The Group designates certain of its borrowings and derivatives as net investment hedges of its foreign operations. As with cash flow hedges, the effective portion of the gain or loss on hedging instruments is recognised in other comprehensive income whilst any ineffective portion would immediately be recognised in net finance costs in the profit or loss. In the event a foreign operation is disposed of or liquidated, amounts recognised in other comprehensive income are reclassified from equity to profit or loss. 25.2 Financial risk factors The Group’s Treasury department, acting in accordance with policies approved by the Board, is principally responsible for managing the financial risks faced by the Group. The Group’s activities expose it to a variety of financial risks, the most significant of which are market risk and liquidity risk. Analysis of financial instruments The following table summarises Vesuvius’ financial instruments measured at fair value and shows the level within the fair value hierarchy in which the financial instruments have been classified. | | | | | | | --- | --- | --- | --- | --- | | | 2024 | | 2023 | | | | Assets | Liabilities | Assets | Liabilities | | | £m | £m | £m | £m | | Investments (Level 2) | 0.2 | – | 0.3 | – | | Derivatives not designated for hedge accounting purposes (Level 2) | 0.1 | (0.1) | – | (0.1) | | Derivatives designated for hedge accounting purposes (Level 2) | 4.6 | – | 0.6 | – | (a) Derivative financial instruments The Group uses derivatives in the form of forward foreign currency contracts to manage the effects of its exposure to foreign exchange risk on trade receivables, trade payables and cash. Derivatives are only used for economic hedging purposes and not as speculative investments. ![]() 186 Vesuvius plc Annual Report and Financial Statements 2024 #### Notes to the Group Financial Statementscontinued 25. Financial Risk Management continued 25.2 Financial risk factors continued (a) Derivative financial instruments continued In 2020, the Group executed a US$86m cross-currency interest rate swap (CCIRS). The effect of this is to convert the $86m Private Placement Notes issued in 2020 into €76.6m. US dollar cash flows under the CCIRS exactly mirror those of the Private Placement Notes and the maturity date of the CCIRS matches the repayment date of the Notes. The CCIRS would by default be revalued through the Income Statement; however, as it is in a designated hedging relationship, it is revalued through other comprehensive income. The US dollar exposure is designated as a cash flow hedge of the Private Placement Notes and the euro exposure is designated as a net investment hedge of the Group’s foreign operations. The CCIRS is presented as a non-current asset or liability as it is expected to be settled more than 12 months after the end of the reporting period. With the exception of the CCIRS, the fair value of derivatives outstanding at the year-end has been booked through the Income Statement in 2024. All of the fair values shown in the table above are classified under IFRS 13 as Level 2 measurements which have been calculated using quoted prices from active markets, where similar contracts are traded and the quotes reflect actual transactions in similar instruments. All the derivative assets and liabilities not designated for hedge accounting purposes reported above will mature in 2025. Derivative financial instruments are subject to International Swaps and Derivatives Association (ISDA) agreements. Derivatives designated for hedge accounting purposes are presented net £4.6m (2023: £0.6m), of which £4.6m are gross assets and £nil are gross liabilities (2023: gross assets £0.8m and gross liabilities £0.2m). (b) Market risk Market risk is the risk that either the fair values or the cash flows of the Group’s financial instruments may fluctuate because of changes in market prices. The Group is principally exposed to market risk through fluctuations in exchange rates and interest rates. Currency risk The Group Income Statement is exposed to currency risk on monetary items that are denominated in currencies other than the functional currency of the companies in which they are held. The currency profile of these financial assets and financial liabilities is shown in the table below. | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | 2024 | | | 2023 | | | | | Euro | US dollar | Other | Euro | US dollar | Other | | | £m | £m | £m | £m | £m | £m | | Trade receivables \* | 40.3 | 31.3 | 2.6 | 66.7 | 55.5 | 3.3 | | Cash at bank | 15.9 | 8.3 | 1.9 | 6.5 | 12.1 | 2.6 | | Trade payables \* | (33.6) | (40.4) | (7.9) | (35.6) | (38.1) | (11.1) | | Private Placement Notes | (163.9) | (92.7) | – | (171.7) | (91.1) | – | | Bank loans and overdrafts | (83.5) | (92.7) | – | (42.7) | – | – | | Lease liabilities | (0.2) | – | (1.5) | (1.3) | – | (1.8) | | Cross-currency interest rate swaps | (63.4) | 68.7 | – | (66.4) | 67.6 | – | | Foreign currency forward contracts | | | | | | | | – Buy foreign currency | 1.3 | 1.2 | – | 0.5 | 2.4 | 0.1 | | – Sell foreign currency | (23.2) | (16.0) | – | (26.5) | (27.6) | – | | | (310.3) | (132.3) | (4.9) | (270.5) | (19.2) | (6.9) | \* Comparative period figures were restated to exclude items not classified as financial assets or financial liabilities. The Group has £nil (2023: £(1.3)m) of exchange differences recognised in the Income Statement of which £(0.4)m arose on the revaluation of derivatives (2023: £(0.3)m). ![]() Strategic report Governance Financial statements 187 25. Financial Risk Management continued 25.2 Financial risk factors continued (b) Market risk continued The tables below show the net unhedged monetary assets and liabilities of Group companies that are not denominated in their functional currency and which could give rise to exchange gains and losses in the Group Income Statement. | | | | | | | --- | --- | --- | --- | --- | | | Net unhedged monetary (liabilities)/assets | | | | | | Euro | US dollar | Other | Total | | | £m | £m | £m | £m | | Functional currency | | | | | | Sterling | (315.5) | (115.6) | 1.0 | (430.1) | | Other | 4.9 | (16.0) | (5.7) | (16.8) | | As at 31 December 2024 | (310.6) | (131.6) | (4.7) | (446.9) | | | | | | | | --- | --- | --- | --- | --- | | | Net unhedged monetary (liabilities)/assets | | | | | | Euro | US dollar | Other | Total | | | £m | £m | £m | £m | | Functional currency | | | | | | Sterling | (281.7) | (22.4) | 1.5 | (302.6) | | Other | 7.4 | 4.1 | (6.8) | 4.7 | | As at 31 December 2023 | (274.3) | (18.3) | (5.3) | (297.9) | As at 31 December 2024, €298.0m and $146.0m (2023: €246.0m and $30.0m) of borrowings were designated as hedges of net investments in €298.0m and $146.0m (2023: €246.0m and $30.0m) worth of foreign operations. In addition, the €76.6m (2023: €76.6m) CCIRS liability has been designated as a net investment hedge of a further €76.6m (2023: €76.6m) worth of foreign operations. As the value of the borrowings and the CCIRS liability exactly matches the designated hedged portion of the net investments, the relevant hedge ratio is 1:1. The net investment hedges are therefore highly effective. It is noted that hedge ineffectiveness would arise in the event there were insufficient euro-denominated foreign operations to be matched against the €76.6m CCIRS liability. The total retranslation impact of the borrowings and CCIRS designated as net investment hedges was a gain of £7.1m (2023: a gain of £7.9m). The $86.0m CCIRS asset has been designated as a cash flow hedge of the $86.0m USPP Notes issued in 2020. As all principal and interest cash flows under the CCIRS exactly mirror those under the USPP Notes, the cash flow hedge is highly effective. It is noted that hedge ineffectiveness would arise in the event of a change in the contractual terms of either the USPP Notes or the CCIRS. Hedge effectiveness is determined at inception of the hedge relationship and through periodic effectiveness assessments, to ensure that an economic relationship exists between the hedged item and hedging instrument. Interest rate risk The Group’s interest rate risk principally arises in relation to its borrowings. Where borrowings are held at floating rates of interest, fluctuations in interest rates expose the Group to variability in the cash flows associated with its interest payments, and where borrowings are held at fixed rates of interest, fluctuations in interest rates expose the Group to changes in the fair value of its borrowings. The Group’s policy is to maintain an appropriate mix of fixed and floating rate borrowings based on the Vesuvius trading environment, market conditions and other economic factors. As at 31 December 2024, the Group had $116.0m, €198.0m and £28.0m (£284.6m in total) of US Private Placement (USPP) Notes outstanding (2023: $116.0m, €198.0m and £28.0m (£290.8m in total)), which carry a fixed rate of interest, representing 60% (2023: 82%) of the Group’s total borrowings outstanding at that date. The interest rate profile of the Group’s borrowings is detailed in the tables below. | | | | | | --- | --- | --- | --- | | | Financial liabilities (net borrowings) | | | | | Fixed | Floating | | | | rate | rate | Total | | | £m | £m | £m | | Sterling | 28.0 | 11.7 | 39.7 | | US dollar | 92.7 | 92.8 | 185.5 | | Euro | 163.9 | 82.8 | 246.7 | | Other | – | 2.9 | 2.9 | | Capitalised arrangement fees | (0.4) | (0.4) | (0.8) | | As at 31 December 2024 | 284.2 | 189.8 | 474.0 | ![]() 188 Vesuvius plc Annual Report and Financial Statements 2024 #### Notes to the Group Financial Statementscontinued 25. Financial Risk Management continued 25.2 Financial risk factors continued (b) Market risk continued | | | | | | --- | --- | --- | --- | | | Financial liabilities (net borrowings) | | | | | Fixed | Floating | | | | rate | rate | Total | | | £m | £m | £m | | Sterling | 28.0 | 21.5 | 49.5 | | US dollar | 91.1 | 0.1 | 91.2 | | Euro | 171.7 | 43.4 | 215.1 | | Capitalised arrangement fees | (0.7) | (1.1) | (1.8) | | As at 31 December 2023 | 290.1 | 63.9 | 354.0 | Information in respect of the currency risk management of $86.0m of US dollar-denominated fixed rate financial liabilities is provided above in Note 25.2(a). The floating rate financial liabilities shown in the tables above bear interest at a market convention reference rate appropriate to each currency plus a margin. The fixed rate gross financial liabilities of £284.6m (2023: £290.8m) have a weighted average interest rate of 3.1% (2023: 3.1%) and a weighted average period for which the rate is fixed of 3.5 years (2023: 4.5 years). The financial assets attract floating rate interest. Based upon the interest rate profile of the Group’s financial liabilities shown in the tables above, a 1% increase in market interest rates would increase the finance costs charged in the Group Income Statement and the interest paid in the Group Statement of Cash Flows by £1.9m (2023: £0.6m), and a 1% reduction in market interest rates would decrease the finance costs charged in the Group Income Statement and the interest paid in the Group Statement of Cash Flows by £1.9m (2023: £0.6m). (c) Credit risk Credit risk arises from cash and cash equivalents, derivative financial assets and deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and other receivables. (i) Risk management For banks and financial institutions, apart from certain limited circumstances, Group policy is that only independently rated entities with a minimum rating of ‘A-’ are accepted as counterparties. In addition, the Group’s operating companies have policies and procedures in place to assess the creditworthiness of the customers with whom they do business. (ii) Impairment of financial assets The Group subjects trade receivables from sales of inventory and from the provision of services to the expected credit loss model. Whilst cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment loss was immaterial. The Group applies the IFRS 9 simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance for all trade receivables and contract assets. The expected loss rates are based on the payment profiles of sales over a period of 60 months before 31 December 2023 and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. The Group has identified the current state of the economy (such as market interest rates or growth rates) and particular industry issues in the countries in which it sells its goods and services to be the most relevant factors, and accordingly adjusts the historical loss rates based on expected changes in these factors. ![]() Strategic report Governance Financial statements 189 25. Financial Risk Management continued 25.2 Financial risk factors continued (c) Credit risk continued Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor is more than 30 days past due in making a contractual payment. Where objective evidence exists that a trade receivable balance may be impaired, provision is made for the difference between its carrying amount and the present value of the estimated cash that will be recovered. Evidence of impairment may include such factors as a change in credit risk profile of the customer, the customer being in default on a contract, or the customer entering bankruptcy or financial reorganisation proceedings. All significant balances are reviewed individually for evidence of impairment. Trade receivables and contract assets are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, and a failure to make contractual payments for a period of greater than 120 days past due. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised within the Income Statement. The closing expected credit loss allowance for trade receivables as at 31 December 2024 and as at 31 December 2023 reconciles to the opening loss allowances as follows: | | | | | --- | --- | --- | | | 2024 | 2023 | | | £m | £m | | As at 1 January | 26.6 | 32.8 | | Decrease in expected credit loss allowance recognised in the Income Statement during the year | (2.9) | (2.6) | | Receivables written off during the year as uncollectable | (1.1) | (2.6) | | Exchange adjustments | (0.5) | (1.0) | | As at 31 December | 22.1 | 26.6 | The debit for the year shown in the table above is recorded within administration, selling and distribution costs in the Group Income Statement. Historical experience has shown that the Group’s trade receivable provisions are maintained at levels that are sufficient to absorb actual bad debt write-offs, without being excessive. The Group considers the credit quality of financial assets that are neither past due nor impaired as good. The Group also applies the expected credit loss model under IFRS 9 to other receivables. If, at the reporting date, the credit risk of the receivables has not increased significantly since initial recognition, the Group measures the loss allowance at an amount equal to 12-month expected credit losses. If the credit risk on that receivable has increased significantly since initial recognition, the Group measures the loss allowance at an amount equal to the lifetime expected credit losses. The expected credit loss on other receivables is not material. (d) Liquidity risk Liquidity risk is the risk that the Group might have difficulties in meeting its financial obligations. The Group manages this by ensuring it maintains sufficient levels of committed borrowing facilities and cash, and cash equivalents to meet its operational cash flow requirements and maturing financial liabilities, whilst at all times operating within its financial covenants. The level of operational headroom provided by the Group’s committed borrowing facilities is reviewed at least annually as part of the Group’s three-year planning process. Where this process indicates a need for additional finance, this is addressed on a timely basis by means of either additional committed bank facilities or raising finance in the capital markets. As at 31 December 2024, the Group had committed borrowing facilities of £669.6m (2023: £685.8m), of which £202.5m (2023: £333.4m) were undrawn. 100% of these undrawn facilities was due to expire in 2026. On 21 February 2025, the Group signed a new committed syndicated bank facility for an amount of £475.0m and with maturity date of August 2029. The previous committed syndicated bank facility signed in 2021 for an amount of £385.0m was cancelled with effect from the same date. The Group’s borrowing requirements are therefore met by the USPP and a committed syndicated bank facility of £475.0m (2023: £385.0m). This is considered to be a non-adjusting event after balance sheet date. USPP Notes issued as at 31 December 2024 amounted to £284.6m ($116.0m, €198.0m and £28.0m) and had a weighted average period to maturity of 3.5 years. €15.0m and $60.0m are repayable in 2025, €100.0m and $26.0m in 2027, $30.0m in 2028, €50.0m in 2029 and €33.0m and £28.0m in 2031. The maturity analysis of the Group’s gross borrowings (including interest) is shown in the tables below. The cash flows shown are undiscounted. ![]() 190 Vesuvius plc Annual Report and Financial Statements 2024 #### Notes to the Group Financial Statementscontinued 25. Financial Risk Management continued 25.2 Financial risk factors continued (d) Liquidity risk continued | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | Between | Between | | Total | | | | Within | 1 and 2 | 2 and 5 | Over | contractual | Carrying | | | 1 year | years | years | 5 years | cash flows | amount | | As at 31 December 2024 | £m | £m | £m | £m | £m | £m | | Trade payables | 241.7 | – | – | – | 241.7 | 241.7 | | Loans and overdrafts | 76.0 | 188.7 | 178.8 | 57.3 | 500.8 | 474.8 | | Lease liabilities | 15.0 | 11.9 | 15.7 | 18.2 | 60.8 | 46.2 | | Capitalised arrangement fees | – | – | – | – | – | (0.8) | | Derivative liability | 0.1 | – | – | – | 0.1 | 0.1 | | Total financial liabilities | 332.8 | 200.6 | 194.5 | 75.5 | 803.4 | 762.0 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | Between | Between | | Total | | | | Within | 1 and 2 | 2 and 5 | Over | contractual | Carrying | | | 1 year | years | years | 5 years | cash flows | amount | | As at 31 December 2023 | £m | £m | £m | £m | £m | £m | | Trade payables | 236.4 | – | – | – | 236.4 | 236.4 | | Loans and overdrafts | 22.3 | 68.0 | 196.9 | 103.9 | 391.1 | 355.8 | | Lease liabilities | 13.5 | 12.2 | 17.0 | 19.4 | 62.1 | 48.2 | | Capitalised arrangement fees | – | – | – | – | – | (1.8) | | Derivative liability | 0.1 | – | – | – | 0.1 | 0.1 | | Total financial liabilities | 272.3 | 80.2 | 213.9 | 123.3 | 689.7 | 638.7 | Capitalised arrangement fees shown in the tables above, which have been recognised as a reduction in borrowings in the Financial Statements, amounted to £0.8m as at 31 December 2024 (31 December 2023: £1.8m), of which £0.4m (2023: £0.6m) related to the USPP and £0.4m (2023: £1.2m) related to the Group’s syndicated bank facility. The carrying amount of lease liabilities falling due within one year was £15.0m (2023: 13.5m). The carrying amount of lease liabilities falling due after more than one year was £31.2m (2023: £34.7m). Presented within interest-bearing borrowings of £520.2m (2023: £402.2m) are loans and overdrafts of £474.8m (2023: £355.8m), finance lease liabilities of £46.2m (2023: £48.2m) and capitalised arrangement fees of £(0.8)m (2023: £(1.8)m). 25.3 Capital management The Company considers its capital to be equal to the sum of its total equity, disclosed on the Group Balance Sheet, and net debt (Note 13). It monitors its capital using a number of KPIs, including free cash flow, average working capital to sales ratios, net debt to EBITDA ratios and ROIC (Note 35). The Group’s objectives when managing its capital are: – To ensure that the Group and all of its businesses are able to operate as going concerns and ensure that the Group operates within the financial covenants contained within its debt facilities – To have available the necessary financial resources to allow the Group to invest in areas that may deliver acceptable future returns to investors – To maintain sufficient financial resources to mitigate against risks and unforeseen events – To maximise shareholder value through maintaining an appropriate balance between the Group’s equity and net debt The Group’s committed debt facilities are subject to two covenants – net debt/EBITDA (under 3.25x) and an interest cover ratio (at least 4.0x). The Group operated within the requirements of its debt covenants throughout the year and has sufficient liquidity headroom within its committed debt facilities. Details of the Group’s covenant compliance and committed debt facilities can be found in the Strategic Report on page 32 and in the going concern disclosure Note 2.3. ![]() Strategic report Governance Financial statements 191 26. Leases 26.1 Accounting policy Lease liabilities are recognised at the present value of the remaining lease payments, discounted using the interest rate implicit in the lease if that rate can be readily determined. If that rate cannot be readily determined, the lessee’s incremental borrowing rate is used, calculated as the local government bond rate plus an interest rate spread. In cases where there was an option to terminate or extend a lease, the duration of the lease assumed for this purpose reflected the Group’s existing intentions regarding such options. Lease liabilities include the net present value of the following lease payments: – Fixed payments (including in-substance fixed payments), less any lease incentives receivable – Variable lease payments that are based on an index or a rate – Amounts expected to be payable by the lessee under residual value guarantees – The exercise price of a purchase option if the lessee is reasonably certain to exercise that option – Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option Cash flows from leases are presented within ‘Repayment of borrowings’ in the Group Statement of Cash Flows. Leases of low-value assets and short-term leases (shorter than 12 months) are classified as operating leases and neither the asset nor the corresponding liability to the lessor is recognised in the Group Balance Sheet. Rentals payable under operating leases are charged to the Group Income Statement on a straight-line basis over the term of the lease. Benefits received and receivable as an incentive to enter an operating lease are also spread on a straight-line basis over the lease term. 26.2 Lease liabilities The lease liabilities at 31 December 2024 were £46.2m (2023: £48.2m). The cash payments for leases during the year were £18.2m (2023: £24.2m). The maturity analysis of the lease liabilities is disclosed in Note 25.2 (d). The net book value of the Group’s right-of-use assets under lease contracts at 31 December 2024 was £54.7m (2023: £57.6m) which comprises property £33.8m (2023: £37.1m) and plant and equipment £20.9m (2023: £20.5m) (Note 14). The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. 26.3 Operating lease commitments The future aggregate minimum lease payments under non-cancellable operating leases are payable as follows: | | | | | --- | --- | --- | | | 2024 | 2023 | | | £m | £m | | Not later than one year | 0.4 | 0.6 | | Later than one year and not later than five years | 0.1 | – | | Later than five years | – | – | | Total operating lease commitments | 0.5 | 0.6 | The cost incurred by the Group in the year in respect of assets held under operating leases, all of which was charged within trading profit, amounted to £3.0m (2023: £3.0m), of which £2.4m (2023: £2.3m) related to short-length leases and £0.6m (2023: £0.7m) related to leases of low-value items. ![]() 192 Vesuvius plc Annual Report and Financial Statements 2024 #### Notes to the Group Financial Statementscontinued 27. Employee Benefits 27.1 Accounting policy The net liability or net surplus recognised in the Group Balance Sheet for the Group’s defined benefit plans is the present value of the defined benefit obligation at the balance sheet date, less the fair value of the plan assets. The defined benefit obligation is calculated by independent actuaries using the projected unit credit method and by discounting the estimated future cash flows using interest rates on high-quality corporate bonds that have durations approximating the terms of the related pension liability. Any asset recognised in respect of a surplus arising from this calculation is limited to the asset ceiling, where this is the present value of any economic benefits available in the form of refunds or reductions in future contributions in respect of the plans. The Group has an unconditional right to a refund of the UK surplus, as defined under IFRIC 14, and considers that the possibility that a surplus could be reduced or extinguished by discretionary actions by the Trustee does not affect the existence of the asset at the end of the reporting period. The Group therefore recognises a pension asset with respect to the scheme valued on an IAS 19 basis. No liability is recognised with respect to further funding contributions. The expense for the Group’s defined benefit plans is recognised in the Group Income Statement as shown in Note 27.8. Actuarial gains and losses arising on the assets and liabilities of the plans are reported within the Group Statement of Comprehensive Income; and gains and losses arising on settlements and curtailments are recognised in the Group Income Statement in the same line as the item that gave rise to the settlement or curtailment or, if material, separately reported as a component of operating profit. 27.2 Group post-retirement plans The Group operates a number of pension plans around the world, both defined benefit and defined contribution, and accounts for them in accordance with IAS 19. There are also some jubilee arrangements (other long-term benefits plans) which, while they do not need to be included in the detailed disclosures under IAS 19, have been included in the analysis below. The Group’s principal defined benefit pension plans are in the UK and the US, the benefits of which are based upon the final pensionable salaries of plan members. The assets of these plans are held separately from the Group in trustee-administered funds. The Trustees are required to act in the best interests of the plans’ beneficiaries. The Group also has defined benefit pension plans in other territories but, except for those in Germany, these are not individually material in relation to the Group. (a) Defined benefit pension plans – UK The Group’s main defined benefit pension plan in the UK (‘the UK Plan’) is closed to new members and to future benefit accrual. The existing plan was established under a trust deed and is subject to the Pensions Act 2004 and guidance issued by the UK Pensions Regulator. In November 2021, the Trustee of the Vesuvius Pension Plan signed a pension insurance buy-in agreement with Pension Insurance Corporation plc (PIC). This buy-in secured an insurance asset from PIC that matches the remaining pension liabilities of the UK Plan, with the result that the Company no longer bears any investment, longevity, interest rate or inflation risks in respect of the UK Plan. All benefits in the UK Plan (with the exception of a small amount of benefits expected to arise in future as a result of guaranteed minimum pensions (GMP) equalisation) are now insured with PIC. There is a ‘long-term scheme-specific funding standard’ in Part 3 of the Pensions Act 2004. In terms of Part 3, the UK Plan is subject to a requirement (‘the statutory funding objective’) that it must have sufficient and appropriate assets to cover its technical provisions. Such technical provisions are determined as part of the triennial valuation. Under the rules of the UK Plan, the Trustee, after consultation with the Company, has the power to set the funding contributions taking into account the results of the triennial valuation and the Pension Act 2004 legislation. Following the buy-in referred to above, no further contributions are expected to be paid to the UK Plan by the Company, and the cost of GMP equalisation will be met out of the surplus UK Plan assets. (b) Defined benefit pension plans – US The Group has several defined benefit pension plans in the US, providing retirement benefits based on final salary or a fixed benefit. The Group’s principal US defined benefit pension plans are closed to new members and to future benefit accrual for existing members. Actuarial valuations of the US defined benefit pension plans are carried out every year and the last full valuation was carried out as at 31 December 2024. At that date, the market value of the plan assets was $50.0m, representing a funding level of 88.4% of funded accrued plan benefits at that date (using the projected unit method of valuation) of $56.6m. Funding levels for the Group’s US defined benefit pension plans are based upon annual valuations carried out by independent qualified actuaries and are governed by US Government regulations. The Group’s US qualified defined benefit pension plan is subject to the minimum contribution requirements of the Internal Revenue Code Sections 412 and 430. Contributions are determined by trustees, in consultation with the Company, based on the annual valuations which are submitted to the Internal Revenue Service. During the fiscal year beginning 1 January 2024, total minimum required contributions were $3.2m. Under these funding laws and based on the plan deficit, the required minimum annual contribution for the 2025 fiscal year is expected to be $2.1m and the required annual contributions for the period 2026–2027 are expected to be in the $1.2m to $1.4m range. Contributions of $3.2m (2023: $nil) were made during 2024. ![]() Strategic report Governance Financial statements 193 27. Employee Benefits continued 27.2 Group post-retirement plans continued (c) Defined benefit pension plans – Germany The Group has several defined benefit pension arrangements in Germany which are unfunded, as is common practice in that country. The main plan was closed to new entrants on 31 December 2016 and replaced by a defined contribution plan for new joiners. The German defined benefit plan contains mainly direct pension promises based on works council agreements as well as on some individual pension promises. The legal framework is the German Company Pensions Act (‘Betriebsrentengesetz’). The plan is unfunded (book reserved) and the Company pays all benefit payments when they fall due. (d) Defined benefit pension plans – rest of the world and other post-retirement benefits The Group has several defined benefit pension arrangements across the rest of the world (ROW), the largest of which are in Belgium. The net liability of the ROW plans at 31 December 2024 was £8.7m (2023: £8.3m). The Group also has liabilities relating to medical insurance arrangements and termination plans which provide for benefits to be paid to employees on retirement. The net liability of these other post-retirement benefits as at 31 December 2024 was £9.3m (2023: £9.9m). (e) Defined contribution pension plans The total expense for the Group’s defined contribution plans in the Group Income Statement amounted to £11.8m (2023: £12.1m) and represents the contributions payable for the year by the Group to the plans. (f) Multi-employer plans Due to collective agreements, Vesuvius in the US participates, together with other enterprises, in union-run multi-employer pension plans for temporary workers hired on sites. These are accounted for as defined contribution plans. 27.3 Post-retirement liability valuation The main assumptions used in calculating the costs and obligations of the Group’s defined benefit pension plans, as detailed below, are set by the Directors after consultation with independent professionally qualified actuaries and include those used to determine regular service costs and the financing elements related to the plans’ assets and liabilities. It is the Directors’ responsibility to set the assumptions used in determining the key elements of the costs of meeting such future obligations. Whilst the Directors believe that the assumptions used are appropriate, a change in the assumptions used could affect the Group’s profit and financial position. (a) Mortality assumptions The mortality assumptions used in the actuarial valuations of the Group’s UK, US and German defined benefit pension liabilities are summarised in the table below and have been selected to reflect the characteristics and experience of the membership of those plans. For the UK Plan, the assumptions used have been derived from the Self-Administered Pension Schemes (‘SAPS S3’) All table, with future longevity improvements in line with the ‘core’ mortality improvement tables published in 2023 by the Continuous Mortality Investigation (CMI), with a long-term rate of improvement of 1.25% per year. For the Group’s US plans, the assumptions used have been based on the Pri-2012 mortality tables and MP-2021 projection scale. The Group’s major plans in Germany have been valued using the modified Heubeck Richttafeln 2018G mortality tables. In respect of the life expectancy tables below, current pensioners are assumed to be 65 years old, while future pensioners are assumed to be 45 years old. | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | 2024 | | | 2023 | | | | | UK | US | Germany | UK | US | Germany | | Life expectancy of pension plan members | years | years | years | years | years | years | | Age to which current pensioners are expected to live: | | | | | | | | – Men | 86.8 | 85.7 | 85.9 | 86.8 | 85.6 | 85.8 | | – Women | 88.6 | 87.7 | 89.3 | 88.6 | 87.6 | 89.2 | | Age to which future pensioners are expected to live: | | | | | | | | – Men | 87.0 | 87.2 | 88.6 | 87.0 | 87.1 | 88.5 | | – Women | 90.1 | 89.1 | 91.5 | 90.0 | 89.0 | 91.4 | ![]() 194 Vesuvius plc Annual Report and Financial Statements 2024 #### Notes to the Group Financial Statementscontinued 27. Employee Benefits continued 27.3 Post-retirement liability valuation continued (b) Other main actuarial valuation assumptions | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | 2024 | | | 2023 | | | | | UK | US | Germany | UK | US | Germany | | | % p.a. | % p.a. | % p.a. | % p.a. | % p.a. | % p.a. | | Discount rate | 5.50 | 5.35 | 3.40 | 4.55 | 4.70 | 3.30 | | Price inflation – using RPI for UK | 3.10 | 2.50 | 2.00 | 3.05 | 2.50 | 2.25 | | – using CPI for UK | 2.60 | n/a | n/a | 2.45 | n/a | n/a | | Rate of increase in pensionable salaries | n/a | n/a | 2.75 | n/a | n/a | 3.00 | | Rate of increase to pensions in payment | 2.90 | n/a | 2.00 | 2.85 | n/a | 2.25 | The discount rate used to determine the liabilities of the UK Plan for IAS 19 accounting purposes is required to be determined by reference to market yields on high-quality corporate bonds. The UK discount rate in the above table is based on analysis using the expected future cash flows of the Vesuvius Pension Plan and the AON AA yield curve; the US discount rate is based on the FTSE pension discount curve; and the Germany discount rate is based on AA corporate bond yields included in the iBoxx Euro AA corporate bond indices. The assumptions for UK price inflation are set by reference to the difference between yields on longer-term conventional government bonds and index-linked bonds, except for CPI, for which no appropriate bonds exist, which is assumed to be 0.5 points lower (2023: 0.6 points lower) than RPI-based inflation. (c) Sensitivity analysis of the impact of changes in significant IAS 19 actuarial assumptions The US pensions are not inflation linked. The rate of increase in pensionable salaries and of pensions in payment is therefore not significant to the valuation of the Group’s overall pension liabilities. The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is: | | | | | | | --- | --- | --- | --- | --- | | Assumption | Change in assumption | UK 1 | US | Germany | | Discount rate | Increase/decrease by 0.1% | | | | | | – impact on plan liabilities | Decrease/increase by | Decrease/increase | Decrease/increase | | | | £3.1m (2023: £3.7m) | by £0.4m (2023: £0.5m) | by £0.6m (2023: £0.6m) | | | – impact on plan assets | Decrease/increase by | n/a | n/a | | | | £3.1m (2023: £3.7m) | | | | Price inflation | Increase/decrease by 0.1% | | | | | | – impact on plan liabilities | Increase/decrease by | n/a | Increase/decrease | | | | £2.2m (2023: £2.6m) | | by £0.2m (2023: £0.2m) | | | – impact on plan assets | Increase/decrease by | n/a | n/a | | | | £2.2m (2023: £2.6m) | | | | Mortality | Increase by one year | | | | | | – impact on plan liabilities | Increase by £12.0m | Increase by £1.9m | Increase by £1.2m | | | | (2023: £15.1m) | (2023: £2.0m) | (2023: £1.3m) | | | – impact on plan assets | Increase by £12.0m | n/a | n/a | | | | (2023: £15.1m) | | | 1. The UK Plan Trustee has entered into a pension insurance buy-in agreement with the Pension Insurance Corporation (PIC). This buy-in secured an insurance asset from PIC that matches the remaining pension liabilities of the UK Plan, with the result that the Company no longer bears any investment, longevity, interest rate or inflation risks in respect of the UK Plan. ![]() Strategic report Governance Financial statements 195 27. Employee Benefits continued 27.4 Defined benefit obligation The average duration of the obligations to which the liabilities of the Group’s principal pension plans relate is 11 years for the UK, 15 years for Germany and 9 years for the US. | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | Other post- | | | | Defined benefit pension plans | | | | | retirement & | | | | | | | | | long-term | | | | | | | | | benefit | | | | UK | US | Germany | ROW | Total | plans | Total | | | £m | £m | £m | £m | £m | £m | £m | | Present value as at 1 January 2024 | 328.4 | 56.4 | 41.3 | 43.1 | 469.2 | 9.9 | 479.1 | | Exchange differences | – | 1.0 | (1.9) | (2.0) | (2.9) | (0.7) | (3.6) | | Current service cost | – | – | 0.4 | 3.2 | 3.6 | 0.6 | 4.2 | | Past service gain | – | – | – | (0.1) | (0.1) | (0.4) | (0.5) | | Settlement gain | – | – | – | – | – | (0.2) | (0.2) | | Interest cost | 14.5 | 2.5 | 1.3 | 1.7 | 20.0 | 0.5 | 20.5 | | Losses arising over the year that are | | | | | | | | | recognised in P&L | – | – | – | – | – | 0.2 | 0.2 | | Remeasurement of liabilities: | | | | | | | | | – demographic changes | (1.4) | – | – | 0.1 | (1.3) | (0.1) | (1.4) | | – financial assumptions | (28.8) | (2.8) | (0.9) | 0.5 | (32.0) | 0.1 | (31.9) | | – experience losses/(gains) | (1.1) | (0.7) | (0.3) | 0.3 | (1.8) | (0.1) | (1.9) | | Benefits paid | (22.1) | (4.3) | (1.8) | (3.0) | (31.2) | (0.5) | (31.7) | | Present value as at 31 December 2024 | 289.5 | 52.1 | 38.1 | 43.8 | 423.5 | 9.3 | 432.8 | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | Other post- | | | | Defined benefit pension plans | | | | | retirement & | | | | | | | | | long-term | | | | | | | | | benefit | | | | UK | US | Germany | ROW | Total | plans | Total | | | £m | £m | £m | £m | £m | £m | £m | | Present value as at 1 January 2023 | 325.2 | 59.9 | 38.4 | 43.3 | 466.8 | 9.4 | 476.2 | | Exchange differences | – | (3.0) | (0.8) | (1.5) | (5.3) | 0.3 | (5.0) | | Current service cost | – | – | 0.6 | 3.0 | 3.6 | 0.5 | 4.1 | | Interest cost | 15.1 | 2.7 | 1.2 | 1.7 | 20.7 | 0.6 | 21.3 | | Gains arising over the year that are | | | | | | | | | recognised in P&L | – | – | – | – | – | – | – | | Remeasurement of liabilities: | | | | | | | | | – demographic changes | (5.5) | – | – | 0.1 | (5.4) | – | (5.4) | | – financial assumptions | 5.9 | 0.9 | 3.0 | (0.4) | 9.4 | (0.1) | 9.3 | | – experience losses/(gains) | 8.8 | 0.4 | 0.5 | 0.5 | 10.2 | (0.1) | 10.1 | | Benefits paid | (21.1) | (4.5) | (1.6) | (3.6) | (30.8) | (0.7) | (31.5) | | Present value as at 31 December 2023 | 328.4 | 56.4 | 41.3 | 43.1 | 469.2 | 9.9 | 479.1 | 27.5 Fair value of plan assets | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 2024 | | | | 2023 | | | | | | UK | US | ROW | Total | UK | US | ROW | Total | | | £m | £m | £m | £m | £m | £m | £m | £m | | As at 1 January | 359.8 | 38.2 | 34.8 | 432.8 | 348.6 | 37.4 | 34.1 | 420.1 | | Exchange differences | – | 0.8 | (1.9) | (1.1) | – | (2.0) | (1.5) | (3.5) | | Interest income | 15.9 | 1.7 | 1.3 | 18.9 | 16.1 | 1.7 | 1.2 | 19.0 | | Return on plan assets | (32.7) | 0.9 | 0.2 | (31.6) | 16.6 | 5.2 | 0.6 | 22.4 | | Contributions from employer | – | 2.5 | 3.4 | 5.9 | – | – | 3.8 | 3.8 | | Administration expenses paid | (0.7) | (0.6) | – | (1.3) | (0.6) | (0.5) | – | (1.1) | | Benefits paid | (22.0) | (3.5) | (2.7) | (28.2) | (20.9) | (3.6) | (3.4) | (27.9) | | As at 31 December | 320.3 | 40.0 | 35.1 | 395.4 | 359.8 | 38.2 | 34.8 | 432.8 | The Group’s pension plans in Germany are unfunded, as is common practice in that country, and accordingly there are no assets associated with these plans. ![]() 196 Vesuvius plc Annual Report and Financial Statements 2024 #### Notes to the Group Financial Statementscontinued 27. Employee Benefits continued 27.6 Remeasurement of defined benefit liabilities/assets | | | | | --- | --- | --- | | | 2024 | 2023 | | | total | total | | | £m | £m | | Remeasurement of liabilities/assets: | | | | – demographic changes | 1.4 | 5.4 | | – financial assumptions | 31.9 | (9.3) | | – experience gains/(losses) | 1.9 | (10.1) | | Return on plan assets | (31.6) | 22.4 | | Total movement | 3.6 | 8.4 | The remeasurement of defined benefit liabilities and assets is recognised in the Group Statement of Comprehensive Income. 27.7 Balance sheet recognition The amount recognised in the Group Balance Sheet in respect of the Group’s defined benefit pension plans and other post- retirement and long-term benefit plans is analysed in the following tables, which all relate to continuing operations. All equity securities and bonds have quoted prices in active markets. | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | Other post- | | | | Defined benefit pension plans | | | | | retirement & | | | | | | | | | long-term | | | | | | | | | benefit | 2024 | | | UK | US | Germany | ROW | Total | plans | total | | | £m | £m | £m | £m | £m | £m | £m | | Equities | 19.3 | 4.2 | – | 2.6 | 26.1 | – | 26.1 | | Bonds | – | 33.6 | – | 2.4 | 36.0 | – | 36.0 | | Annuity insurance contracts | 282.5 | – | – | 28.4 | 310.9 | – | 310.9 | | Other assets | 18.5 | 2.2 | – | 1.7 | 22.4 | – | 22.4 | | Fair value of plan assets | 320.3 | 40.0 | – | 35.1 | 395.4 | – | 395.4 | | Present value of funded obligations | (288.5) | (45.3) | – | (40.3) | (374.1) | – | (374.1) | | | 31.8 | (5.3) | – | (5.2) | 21.3 | – | 21.3 | | Present value of unfunded obligations | (1.0) | (6.8) | (38.1) | (3.5) | (49.4) | (9.3) | (58.7) | | Total net surpluses/(liabilities) | 30.8 | (12.1) | (38.1) | (8.7) | (28.1) | (9.3) | (37.4) | | Recognised in the Group Balance Sheet as: | | | | | | | | | Net surpluses | 31.8 | – | – | 2.3 | 34.1 | – | 34.1 | | Net liabilities | (1.0) | (12.1) | (38.1) | (11.0) | (62.2) | (9.3) | (71.5) | | Total net surpluses/(liabilities) | 30.8 | (12.1) | (38.1) | (8.7) | (28.1) | (9.3) | (37.4) | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | Other post- | | | | Defined benefit pension plans | | | | | retirement & | | | | | | | | | long-term | | | | | | | | | benefit | 2023 | | | UK | US | Germany | ROW | Total | plans | total | | | £m | £m | £m | £m | £m | £m | £m | | Equities | 18.5 | 3.9 | – | 2.8 | 25.2 | – | 25.2 | | Bonds | – | 32.8 | – | 2.2 | 35.0 | – | 35.0 | | Annuity insurance contracts | 321.3 | – | – | 27.8 | 349.1 | – | 349.1 | | Other assets | 20.0 | 1.5 | – | 2.0 | 23.5 | – | 23.5 | | Fair value of plan assets | 359.8 | 38.2 | – | 34.8 | 432.8 | – | 432.8 | | Present value of funded obligations | (327.3) | (49.1) | – | (39.9) | (416.3) | – | (416.3) | | | 32.5 | (10.9) | – | (5.1) | 16.5 | – | 16.5 | | Present value of unfunded obligations | (1.1) | (7.3) | (41.3) | (3.2) | (52.9) | (9.9) | (62.8) | | Total net surpluses/(liabilities) | 31.4 | (18.2) | (41.3) | (8.3) | (36.4) | (9.9) | (46.3) | | Recognised in the Group Balance Sheet as: | | | | | | | | | Net surpluses | 32.5 | – | – | 2.1 | 34.6 | – | 34.6 | | Net liabilities | (1.1) | (18.2) | (41.3) | (10.4) | (71.0) | (9.9) | (80.9) | | Total net surpluses/(liabilities) | 31.4 | (18.2) | (41.3) | (8.3) | (36.4) | (9.9) | (46.3) | ![]() Strategic report Governance Financial statements 197 27. Employee Benefits continued 27.7 Balance sheet recognition continued (a) UK Plan asset allocation As at 31 December 2024, of the UK Plan’s total assets, 88.2% (2023: 89.3%) were represented by the annuity insurance contracts covering the UK Plan’s pension liabilities; 6.0% (2023: 5.1%) were allocated to equities and 5.8% (2023: 5.6%) to cash. The UK Plan Trustee has entered into a pension insurance buy-in agreement with the Pension Insurance Corporation (PIC), whereby the UK Plan Trustee has paid insurance premiums to PIC to insure all of the UK Plan’s liabilities. Under this arrangement, the value of the PIC insurance contract matches the value of the liabilities for current benefits because the inflation, interest rate, investment and longevity risks for Vesuvius in respect of these liabilities are eliminated. The buy-in agreement ensures that the UK pension plan obligations in respect of all its members and their approved dependants are insured. As at 31 December 2024, the IAS 19 valuation of the PIC insurance contract value associated with the bought-in liabilities was £282.5m (2023: £321.3m). The policy and the associated valuation are updated annually to reflect retirements and mortality. (b) US Plan asset allocation All of the assets in the main US Plan have a quoted market price in an active market. The Plan mitigates exposure to interest rates by employing a liability matching investment strategy. All non-derivative assets are invested in liability matching bonds with a similar average duration to the liabilities of the Plan. Since 2018, the investment allocation has been de-risked from an allocation of 72% liability matching and 28% return seeking assets, to an allocation of 100% liability matching. The Plan retains equity risk through use of equity derivative contracts, which provide equity market exposure with some level of equity downside protection. (c) Defined benefit contributions in 2025 In 2025, the Group is expected to make direct benefit payments and contributions into its defined benefit pension and other post-retirement and long-term benefits plans of around £9.2m. Specific payments and contributions of approximately £2.6m, £1.9m and £2.2m are anticipated for the US Plans, German Plans and Belgian Plans respectively. 27.8 Income statement recognition The expense recognised in the Group Income Statement in respect of the Group’s defined benefit retirement plans and other post-retirement and long-term benefit plans is shown below: | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | 2024 | | | 2023 | | | | | | Other post- | | | Other post- | | | | Defined | retirement & | | Defined | retirement & | | | | benefit | long-term | | benefit | long-term | | | | pension | benefit | | pension | benefit | | | | plans | plans | Total | plans | plans | Total | | | £m | £m | £m | £m | £m | £m | | Current service cost | 3.6 | 0.6 | 4.2 | 3.6 | 0.5 | 4.1 | | Past service gain | (0.1) | (0.4) | (0.5) | – | – | – | | Settlement gain | – | (0.2) | (0.2) | – | – | – | | Losses arising over the year that are recognised in P&L | – | 0.2 | 0.2 | – | – | – | | Administration expenses | 1.3 | – | 1.3 | 1.1 | – | 1.1 | | Net interest cost | 1.1 | 0.5 | 1.6 | 1.7 | 0.6 | 2.3 | | Total net charge | 5.9 | 0.7 | 6.6 | 6.4 | 1.1 | 7.5 | The total net charge of £6.6m (2023: £7.5m), recognised in the Group Income Statement in respect of the Group’s defined benefit pension plans and other post-retirement and long-term benefits plans, is analysed in the following table: | | | | | | --- | --- | --- | --- | | | | 2024 | 2023 | | | | £m | £m | | In arriving at trading profit | – within other manufacturing costs | 1.1 | 1.3 | | | – within administration, selling and distribution costs | 3.9 | 3.9 | | In arriving at profit before tax | – within net finance costs | 1.6 | 2.3 | | Total net charge | | 6.6 | 7.5 | Virgin Media vs NTL Pension Trustee case In June 2023, the High Court judged in the Virgin Media vs NTL Pension Trustee case that certain amendments made to the NTL Pension Plan were invalid because the scheme’s actuary had not provided the necessary confirmations (Section 37 Certificates). This decision was upheld in July 2024. It could have wider ranging implications affecting other schemes that were contracted-out on a salary-related basis and made amendments between April 1997 and April 2016. The Trustee has taken legal advice on the impact of the Virgin Media case on the Plan and intends to keep the position under review, taking into account any further legal developments during 2025. ![]() 198 Vesuvius plc Annual Report and Financial Statements 2024 #### Notes to the Group Financial Statementscontinued 27. Employee Benefits continued 27.8 Income statement recognition continued GMP equalisation A UK High Court ruling was made on 26 October 2018 in respect of the gender equalisation of guaranteed minimum pensions (GMPs) for occupational pension schemes. The impact of GMP equalisation as at 31 December 2018 was estimated to be £4.5m. A second UK High Court GMP equalisation ruling was issued on 20 November 2020. This second ruling considered the treatment of historical transfers out, i.e. those members who had transferred out before 26 October 2018. The 2020 ruling covers both individual and bulk transfers out. It does not revisit any of the issues addressed in the 2018 ruling. The impact of GMP equalisation for the second ruling was estimated to be £0.8m as at 31 December 2020. The increase in pension liabilities resulting from these judgements have been treated for IAS 19 purposes as plan amendments and resulted in an increase in the pension deficit in the balance sheet and a corresponding past service cost in the Income Statement. These amendments have previously been treated as separately reported items so that there has been no impact on headline performance. We are working with the Trustee of our UK pension plan and our actuarial and legal advisers to understand the extent to which these judgements crystallise additional liabilities for the UK pension plan. 27.9 Risks to which the defined benefit pension plans expose the Group The principal risks faced by these plans comprise: (i) the risk that the value of the plan assets is not sufficient to meet all plan liabilities as they fall due; (ii) the risk that plan beneficiaries live longer than envisaged, causing liabilities to exceed the available plan assets; and (iii) the risk that the market-based factors used to value plan liabilities and assets change materially adversely to increase plan liabilities over the value of available plan assets. Further details are given below. Following the UK Plan pension insurance buy-in agreement, the inflation, interest rate, investment and longevity risks for Vesuvius in respect of the UK Plan are virtually eliminated. The following risks relate to the other plans operated by the Group: Counterparty risk This is mitigated by using a diversified range of counterparties of high standing and ensuring positions are collateralised as required. Asset volatility The liabilities are calculated using a discount rate set with reference to corporate bond yields; if assets underperform against this yield, this will create a deficit. To reduce this risk, the pension plans are largely invested in government and corporate bonds. Changes in bond yields A decrease in corporate bond yields will increase the scheme liabilities, although this will be partially offset by an increase in the value of the schemes’ bond holdings. Inflation risk Most of the plans’ benefit obligations outside the US are linked to inflation, and higher inflation will lead to higher liabilities. Life expectancy The majority of the plans’ obligations are to provide benefits for the life of the member and in some cases their spouse on death of the member, so increases in life expectancy will result in an increase in the liabilities. In August 2016, the pensions for the majority of current pensioners in the US main plan were bought out with an insurance company, removing all responsibility and risk related to these pensions from the Group. In recent years, a number of further exercises have been carried out to buy out US benefits. ![]() Strategic report Governance Financial statements 199 28. Share-based Payments 28.1 Accounting policy The Group operates an equity-settled share-based payment arrangement for its employees. Equity-settled share-based payments are measured at fair value at the date of grant. For grants with market-based conditions attached to them, such as total shareholder return, fair value is measured using a form of stochastic option pricing model. For grants with non-market-based conditions, such as growth in return on invested capital (ROIC), environmental, social and governance criteria (ESG) and headline earnings per share (EPS), fair value is measured using the Black-Scholes option pricing model. The fair value is expensed on a straight-line basis over the vesting period with a corresponding increase in equity. The cumulative expense recognised is adjusted for the best estimate of the shares that will eventually vest. 28.2 Income statement recognition The total expense recognised in the Group Income Statement is shown below: | | | | | --- | --- | --- | | | 2024 | 2023 | | | £m | £m | | Long-Term Incentive Plan | 1.8 | 2.2 | | Other plans | 4.4 | 5.1 | | Total expense | 6.2 | 7.3 | The Group operates a number of different share-based payment plans, the most significant of which is the Long-Term Incentive Plan (LTIP), details of which can be found in the Directors’ Remuneration Report. 28.3 Details of outstanding options | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | Number of outstanding awards | | | | | | | | As at | | | Forfeited/ | | As at | | | 1 Jan 2024 | Granted | Exercised | lapsed | Expired | 31 Dec 2024 | | LTIP | 2,181,881 | 935,066 | (259,607) | (371,889) | nil | 2,485,451 | | Weighted average exercise price | nil | nil | nil | nil | nil | nil | | Other plans | 2,566,949 | 1,300,623 (1,182,573) | | (217,901) | nil | 2,467,098 | | Weighted average exercise price | nil | nil | nil | nil | nil | nil | For the awards exercised during 2024, the market value at the date of exercise ranged from 365.5 pence to 491.5 pence per share. | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | Number of outstanding awards | | | | | | | | As at | | | Forfeited/ | | As at | | | 1 Jan 2023 | Granted | Exercised | lapsed | Expired | 31 Dec 2023 | | LTIP | 2,145,335 | 1,097,274 | (283,402) | (777,326) | nil | 2,181,881 | | Weighted average exercise price | nil | nil | nil | nil | nil | nil | | Other plans | 1,722,689 | 1,486,666 | (439,041) | (203,365) | nil | 2,566,949 | | Weighted average exercise price | nil | nil | nil | nil | nil | nil | For the options exercised during 2023, the market value at the date of exercise ranged from 392.4 pence to 432.8 pence per share. Details of market performance conditions are included in the Directors’ Remuneration Report. ![]() 200 Vesuvius plc Annual Report and Financial Statements 2024 #### Notes to the Group Financial Statementscontinued 28. Share-based Payments continued 28.3 Details of outstanding options continued | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | 2024 | | | 2023 | | | | | | Weighted | | | Weighted | | | | | average | | | average | | | | Awards | outstanding | | Awards | outstanding | | | | exercisable | contractual | Range of | exercisable | contractual | Range of | | | as at | life of | exercise | as at | life of | exercise | | | 31 Dec 2024 | awards | prices | 31 Dec 2023 | awards | prices | | | no. | years | pence | no. | years | pence | | LTIP | – | 8.4 | | – | 8.4 | | | Weighted average exercise price | – | | n/a | – | | n/a | | Other plans | – | 0.6 | | – | 0.6 | | | Weighted average exercise price | – | | n/a | – | | n/a | 28.4 Options granted during the year | | | | | | --- | --- | --- | --- | | | 2024 | | | | | LTIP ROIC/ | LTIP TSR | | | | ESG element | element | Other plans | | Fair value of options granted | 492p | 290p | 492p | | Share price on date of grant | 492p | 492p | 492p | | Expected volatility | n/a | 29.2% | n/a | | Risk-free interest rate | n/a | 4.1% | n/a | | Exercise price (per share) | nil | nil | nil | | Expected term (years) | 3 | 3 | 2 | | Expected dividend yield | nil | nil | nil | | | | | | | --- | --- | --- | --- | | | 2023 | | | | | LTIP ROIC/ | LTIP TSR | | | | ESG element | element | Other plans | | Fair value of options granted | 386p | 238p | 386p | | Share price on date of grant | 386p | 386p | 386p | | Expected volatility | n/a | 34.6% | n/a | | Risk-free interest rate | n/a | 3.3% | n/a | | Exercise price (per share) | nil | nil | nil | | Expected term (years) | 3 | 3 | 2 | | Expected dividend yield | nil | nil | nil | For the LTIP awards issued in 2021, vesting of 50% of shares awarded was based on the Group’s three-year total shareholder return (TSR) performance relative to that of the constituent companies of the FTSE 250 (excluding investment trusts) and vesting of the remaining 50% of shares awarded is based on headline EPS growth. For the LTIP awards issued in 2022, 2023 and 2024, vesting of 40% of shares awarded is based on the Group’s three-year total shareholder return (TSR) performance relative to that of the constituent companies of the FTSE 250 (excluding investment trusts) and vesting of the remaining 60% of shares awarded is based on ROIC and ESG targets. Expected volatility was determined by calculating the historical volatility of the Group’s share price over the 2.8 years (2023: 2.8 years) prior to the grant date for the April 2024 grant. The risk-free rate of return was assumed to be the yield to maturity on a UK fixed gilt with the term to maturity equal to the expected life of the option. At the discretion of the Remuneration Committee, award holders receive the value of dividends that would have been paid on their vested shares in the period between grant and vesting. Accordingly, there is no discount to the valuation for dividends foregone during the vesting period. ![]() Strategic report Governance Financial statements 201 29. Trade and Other Payables 29.1 Accounting policy Trade and other payables are initially recognised at fair value and subsequently measured at amortised cost, using the effective interest method. 29.2 Analysis of trade and other payables | | | | | --- | --- | --- | | | 2024 | 2023 | | | £m | £m | | Non-current | | | | Accruals and other payables | 6.9 | 9.1 | | Total non-current other payables | 6.9 | 9.1 | | Current | | | | Trade payables | 241.7 | 236.4 | | Other taxes and social security | 36.7 | 36.5 | | Accruals and other payables | 85.0 | 104.9 | | Total current trade and other payables | 363.4 | 377.8 | There is no significant difference between the fair value of the Group’s trade and other payables balances and the amount at which they are reported in the Group Balance Sheet. 29.3 Supplier finance arrangements The Group has supply chain finance programmes in place. The programmes act as an alternative source of financing for the suppliers who have the option to trade their invoices with funding providers in order to receive cash earlier than the invoice due dates. The payment terms offered to suppliers who are party to the supply chain finance programmes are within standard supplier payment terms and agreed directly with the supplier. The carrying amount of the liabilities for which suppliers have already received payment from finance providers was £23.2m. Balances outstanding under the supplier financing arrangements are classified as trade payables, and cash flows are included in operating cash flows, since the financing arrangements are agreed between the supplier, the funding providers and the third-party platform providers. The Group does not provide additional credit enhancement nor obtain any working capital benefit from the arrangements. The Group is not charged any interest cost or fee in respect of the agreements. Included in trade payables are amounts of £31.2m (2023: £31.9m) drawn by suppliers who are party to the supply chain finance programmes. The analysis below details the range of payment due dates of trade payables which are part of supplier financing arrangements and of comparable trade payables which are not part of supplier financing arrangements in the same region. Trade payables which are part of supplier financing arrangements | | | | | | | | --- | --- | --- | --- | --- | --- | | | 2024 | 2024 | 2024 | 2024 | 2024 | | | £m | £m | £m | £m | £m | | | 30 days | Between 31 | Between 61 | More than | | | | and less | and 60 days | and 90 days | 91 days | Total | | Region | | | | | | | Brazil | 1.9 | – | – | – | 1.9 | | China | 6.6 | – | – | – | 6.6 | | Europe | 8.4 | – | – | – | 8.4 | | India | 3.1 | – | – | – | 3.1 | | North America | 11.2 | – | – | – | 11.2 | | Total trade payables which are part of supplier | | | | | | | financing arrangements | 31.2 | – | – | – | 31.2 | Comparable trade payables which are not part of supplier financing arrangements | | | | | | | | --- | --- | --- | --- | --- | --- | | | 2024 | 2024 | 2024 | 2024 | 2024 | | | £m | £m | £m | £m | £m | | | 30 days | Between 31 | Between 61 | More than | | | | and less | and 60 days | and 90 days | 91 days | Total | | Region | | | | | | | Brazil | 5.2 | 3.1 | 1.3 | 0.4 | 10.0 | | China | 24.3 | 2.1 | 1.2 | 0.5 | 28.1 | | Europe | 32.0 | 1.4 | 0.2 | – | 33.6 | | India | 18.6 | 2.9 | 2.2 | 2.2 | 25.9 | | North America | 16.3 | 4.0 | 1.5 | 0.5 | 22.3 | ![]() 202 Vesuvius plc Annual Report and Financial Statements 2024 #### Notes to the Group Financial Statementscontinued 30. Provisions 30.1 Accounting policy Provisions are recognised when the Group has a present obligation as a result of a past event and it is probable that the Group will be required to settle that obligation. Provisions are measured at the Directors’ best estimate of the expenditure required to settle the obligation at the balance sheet date. Where the effect of the time value of money is material, provisions are discounted using a pre-tax discount rate that reflects both the current market assessment of the time value of money and the specific risks associated with the obligation. Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. 30.2 Analysis of provisions | | | | | | --- | --- | --- | --- | | | Disposal, | | | | | closure and | | | | | environmental | | | | | costs | Other | Total | | | £m | £m | £m | | As at 31 December 2022 and 1 January 2023 | 57.7 | 9.0 | 66.7 | | Exchange adjustments | (2.6) | (0.2) | (2.8) | | Charge to Group Income Statement – trading profit | 1.5 | 7.0 | 8.5 | | Charge to Group Income Statement – separately reported items | – | – | – | | Adjustment to discount | 2.3 | – | 2.3 | | Cash spend | (7.0) | (9.1) | (16.1) | | As at 31 December 2023 and 1 January 2024 | 51.9 | 6.7 | 58.6 | | Exchange adjustments | 1.2 | (0.2) | 1.0 | | (Release)/charge to Group Income Statement – trading profit | (0.6) | 7.5 | 6.9 | | Charge to Group Income Statement – separately reported items | 9.7 | 2.6 | 12.3 | | Adjustment to discount | 2.2 | – | 2.2 | | Cash spend | (5.4) | (10.5) | (15.9) | | As at 31 December 2024 | 59.0 | 6.1 | 65.1 | Of the total provision balance as at 31 December 2024 of £65.1m (2023: £58.6m), £54.8m (2023: £47.6m) is recognised in the Group Balance Sheet within non-current liabilities and £10.3m (2023: £11.0m) within current liabilities. Disposal, closure and environmental charges The provision for disposal, closure and environmental costs includes the Directors’ current best estimate of the amounts to be payable in respect of known or probable costs resulting from third-party claims, including legacy matter lawsuits. There remains inherent uncertainty associated with estimating the future costs of legacy matter lawsuits. In assessing the probable costs and realisation certainty of these provisions, or related assets, management has made reasonable assumptions, including projections of the number of future claims, the approximate average cost of those claims (including legal costs and infrequent larger value claims) and the length of time taken to resolve such claims. The provision reflects the Directors’ best estimate of the future liability and the value of the corresponding asset. By nature, these assumptions are uncertain and therefore changes to the assumptions used could significantly alter the Directors’ assessment of the value, volume of claims, timing or certainty of the costs or related amounts. Sensitivity analyses have been conducted using variations to the key assumptions listed above and indicatively show that a 25% increase in the average cost of claims would impact the gross provision by approximately £6.2m and the corresponding asset for insurance cover by approximately £4.9m. Changes in discount rates may have a significant impact on gross provisions and related assets for insurance cover. Assumptions are determined with reference to historical information and trends experienced to date, combined with specialist views on future outlook. As assumptions can vary individually or in combination, over the longer term there can be no guarantee that the assumptions used to estimate the provision will result in an accurate prediction of the actual costs that may be incurred. As the resolution of many of the obligations for which provision is made is subject to legal or other regulatory process, the timing of the associated cash outflows is also subject to some uncertainty. However, the majority of the amounts provided are expected to be utilised over the next ten years. The provision, underlying estimates of costs and associated insurance estimates are regularly assessed, to reflect any changed circumstances with regard to individual matters. Any movements impacting the Income Statement are included within headline performance. ![]() Strategic report Governance Financial statements 203 30. Provisions continued 30.2 Analysis of provisions continued Disposal, closure and environmental charges continued As set out above, where insurance cover exists for any of these known or probable costs, a related asset is recognised in the Group Balance Sheet only when its value can be reliably measured and reimbursement is considered to be virtually certain by management. As at 31 December 2024, £23.0m (2023: £23.6m) was recorded in other receivables in respect of associated insurance reimbursements, of which £21.1m (2023: £21.4m) is non-current. A debit of £0.4m was recorded during 2024 (2023: debit £0.7m) to reflect the decrease (2023: decrease) in assets for insurance cover which is included in the ‘Administration, selling and distribution costs’ line in the Income Statement. This is offset by a credit of £0.4m in 2024 (2023: £0.7m) to reflect a decrease in provisions for related claims in the same line of the Income Statement. In addition, this provision covers the estimate of costs to be payable both in the fulfilment of obligations incurred in connection with former Group businesses, resulting from either disposal or closure, together with those related to the demolition and clean-up of closed sites. In 1999, the Group acquired Premier Refractories which owned a disused clay mine in the United States. In 2018, wastewater containing pollutants was discovered and in 2022 a water treatment facility was installed. Reflecting the future expected operating costs of 10 years, a provision was established for £6.0m during the year ended 2020. In 2024, the forecast annual operating cost was £0.8m and the remaining period for which water treatment will be required was reassessed to be 20 years, resulting in an increase in the provision and a charge to the Income Statement of £9.7m (2023: £nil). The charge is reported as a separately reported item. The Directors use their judgement to determine both the annual expected operating cost and the period over which the operating cost will continue to be incurred. Sensitivity analyses show that if the remaining period for which water treatment is needed is extended by a further 10 years, the provision would increase by £6.0m. Other Other provisions comprise amounts payable in respect of known or probable costs resulting both from legal or other regulatory requirements, workers’ compensation and medical claims, and from third-party claims. As the settlement of many of the obligations for which provision is made is subject to reasonable assumptions, legal or other regulatory process, the timing of the associated outflows is subject to some uncertainty, but the majority of amounts provided are expected to be utilised over the next two years and the underlying estimates of costs are regularly updated to reflect changed circumstances with regard to individual matters. During 2024, the Group recognised net charges of £7.3m (2023: £7.3m) in the Group Income Statement to provide for various medical benefits and other claims. Other provisions includes amounts payable in respect of probable costs relating to the Group’s cost reduction programme. During 2024, provisions of £2.6m (2023: £nil) were established for these. The Group has considered the impact of climate change on provisions including decommissioning or environmental rehabilitation and there have been no material changes needed to amounts already provided. 31. Off-Balance Sheet Arrangements In compliance with current reporting requirements, certain arrangements entered into by the Group in its normal course of business are not reported in the Group Balance Sheet. Of such arrangements, the largest amounts are future lease payments in relation to assets used by the Group under non-cancellable operating leases (Note 26). 32. Contingent Liabilities Details of guarantees given by the Company, on behalf of the Group, are given in Note 11 to the Company Financial Statements. Vesuvius has extensive international operations and is subject to various legal and regulatory regimes, including those covering taxation and environmental matters. Certain of Vesuvius’ subsidiaries are subject to legacy matter lawsuits, predominantly in the US, relating to a small number of products containing asbestos manufactured prior to the acquisition of those subsidiaries by Vesuvius. These suits usually also name many other product manufacturers. To date, Vesuvius is not aware of there being any liability verdicts against any of these subsidiaries. Each year, a number of these lawsuits are withdrawn, dismissed or settled. As the settlement of many of the obligations for which reserve is made is subject to legal or other regulatory process, the timing and amount of the associated outflows is subject to some uncertainty (see Note 30 for further information). The amount paid, including costs in relation to this litigation, has not had a material effect on Vesuvius’ financial position or results of operations in the current year. ![]() 204 Vesuvius plc Annual Report and Financial Statements 2024 #### Notes to the Group Financial Statementscontinued 33. Related Parties All transactions with related parties are conducted on an arm’s-length basis and in accordance with normal business terms. Transactions between related parties that are Group subsidiaries are eliminated on consolidation. The related parties identified by the Directors include joint ventures, associates and key management personnel. To enable users of our financial statements to form a view on the effects of related party relationships on the Group, we disclose the related party relationship irrespective of whether there have been transactions between the related parties. 33.1 Transactions with joint ventures and associates All transactions with joint ventures and associates are in the normal course of business. Transactions between the Group and its joint ventures and associates are disclosed below: | | | | | --- | --- | --- | | | 2024 | 2023 | | | £m | £m | | Sales to joint ventures | 4.2 | 4.3 | | Purchases from joint ventures | 27.1 | 30.1 | | Dividends received | 0.7 | 1.0 | | Trade payables owed to joint ventures | 8.1 | 10.3 | | Trade receivables due from joint ventures | 1.0 | 1.0 | Trade payables owed to joint ventures are settled net of trade receivables due from joint ventures 90 days after the delivery of goods or services. There are no loans to and from joint ventures. 33.2 Transactions with key management personnel The Group Executive Committee members, as outlined on page 78, are included in determining who qualifies as key management personnel of the Group. There have been no transactions with key management personnel of the Group or members of their close families, other than payments in respect of executive remuneration and the reimbursement of business expenses. Directors’ remuneration is disclosed in Note 7 to the Group Financial Statements and in the Directors’ Remuneration Report. 33.3 Transactions with other related parties There are no controlling shareholders of the Group as defined by IFRS. The Company announced the commencement of a share buyback programme of up to £50 million on 4 December 2023 which completed on 22 August 2024. The commencement of a further share buyback programme of up to £50 million was announced by the Company on 19 November 2024. Disclosure of the transactions during the year are disclosed in Note 9.2 of the Company Financial Statements. There have been no other material transactions with the shareholders of the Group. Pension contributions to Group schemes are disclosed in Note 27 to the Group Financial Statements. Other than the parties disclosed above, the Group has no other material related parties. 34. Events after the Balance Sheet date On 21 February 2025 the Group signed a new committed syndicated bank facility for an amount of £475m and a maturity date of August 2029. The previous committed syndicated bank facility signed in 2021 for an amount of £385m was cancelled with effect from the same date. This is considered to be a non-adjusting event. Following the agreement reached in November 2024, on 28 February 2025 we completed the acquisition of a 61.65% shareholding in PiroMET, a Turkish refractory company, for €26.2m. The acquisition will strengthen our Advanced Refractory business in the fast-growing region of EEMEA and will also allow us to leverage PiroMET’s expertise in robotics and gunning worldwide. ![]() Strategic report Governance Financial statements 205 35. Alternative Performance Measures The Company uses a number of alternative performance measures (APMs) in addition to those reported in accordance with IFRS. The Directors believe that these APMs, listed below, are important when assessing the underlying financial and operating performance of the Group and its divisions, providing management with key insights and metrics in support of the ongoing management of the Group’s performance and cash flow. A number of these align with Key Performance Indicators (KPIs) and other key metrics used in the business and therefore are considered useful to also disclose to the users of the financial statements. The following APMs do not have a standard definition prescribed by IFRS and therefore may not be directly comparable with similar measures presented by other companies. 35.1 Headline performance Headline performance, reported separately on the face of the Group Income Statement, is from continuing operations and before items reported separately on the face of the Group Income Statement. 35.2 Underlying revenue, underlying trading profit and underlying return on sales Underlying revenue, underlying trading profit and underlying return on sales are the headline equivalents of these measures after adjustments to exclude the effects of changes in exchange rates, business acquisitions and disposals. Reconciliations of underlying revenue and underlying trading profit can be found in the Financial review. Underlying revenue growth is one of the Group’s KPIs and provides an important measure of organic growth of Group businesses between reporting periods by eliminating the impact of exchange rates, acquisitions and disposals. 35.3 Return on sales (ROS) ROS is calculated as trading profit divided by revenue. It is one of the Group’s KPIs and is used to assess the trading performance of Group businesses. ROS is disclosed in Note 4.3. 35.4 Trading profit/adjusted EBITA Trading profit/adjusted EBITA is defined as operating profit before separately reported items. It is used to assess the trading performance of Group businesses. 35.5 Headline profit before tax Headline profit before tax, reported separately on the face of the Group Income Statement, is calculated as the net total of trading profit, plus the Group’s share of post-tax profit of joint ventures and total net finance costs associated with headline performance. It is used to assess the financial performance of the Group as a whole. 35.6 Headline effective tax rate (ETR) The Group’s headline ETR is calculated on the income tax costs associated with headline performance, divided by headline profit before tax and before the Group’s share of post-tax profit of joint ventures and associates. 35.7 Headline earnings Headline earnings is profit after tax before separately reported items attributable to owners of the Parent. 35.8 Headline earnings per share Headline earnings per share is calculated by dividing headline profit before tax less associated income tax costs, attributable to owners of the Parent by the weighted average number of ordinary shares in issue during the year. It is one of the Group’s KPIs and is used to assess the earnings performance of the Group as a whole. It is also used as one of the targets against which the annual bonuses of certain employees are measured. Headline earnings per share is disclosed in Note 10. ![]() 206 Vesuvius plc Annual Report and Financial Statements 2024 #### Notes to the Group Financial Statementscontinued 35. Alternative Performance Measures continued 35.9 Adjusted operating cash flow Adjusted operating cash flow is cash generated from operations before restructuring and vacant site remediation costs but after deducting capital expenditure net of asset disposals. It is used in calculating the Group’s cash conversion. | | | | | | --- | --- | --- | --- | | | | 2024 | 2023 | | | Note | £m | £m | | Cash generated from operations | 11 | 216.7 | 272.0 | | Add: Outflows relating to restructuring charges | | 1.0 | 0.8 | | Add: Outflows relating to cost reduction programme expenses | | 7.9 | – | | Add: Outflows relating to water treatment at disused mine | | 0.8 | 1.0 | | Less: Purchases of property, plant & equipment | | (88.1) | (84.6) | | Less: Purchases of intangible assets | | (12.7) | (8.0) | | Add: Proceeds from the sale of property, plant and equipment | | 4.3 | 5.4 | | Add: Proceeds from the sale of associates | | 0.4 | – | | Adjusted operating cash flow | | 130.3 | 186.6 | | Trading profit | | 188.0 | 200.4 | | Cash conversion | | 69% | 93% | 35.10 Cash conversion Cash conversion is calculated as adjusted operating cash flow from continuing operations divided by trading profit. It is useful for measuring the rate at which cash is generated from trading profit. It is also used as one of the targets against which the annual bonuses of certain employees are measured. The calculation of cash conversion is detailed in Note 35.9 above. 35.11 Free cash flow Free cash flow is defined as net cash flow from operating activities after net outlays for the purchase and sale of property, plant and equipment, dividends from joint ventures and dividends paid to non-controlling shareholders. It is one of the Group’s KPIs and is used to assess the underlying cash generation of the Group and is one of the measures used in monitoring the Group’s capital. A reconciliation of free cash flow is included underneath the Group Statement of Cash Flows. 35.12 Average trade working capital to sales ratio The average trade working capital to sales ratio is calculated as the percentage of average trade working capital balances to the total revenue for the previous 12 months, at constant currency. Average trade working capital (comprising inventories, trade receivables and trade payables) is calculated as the average of the 13 previous month-end balances. It is one of the Group’s KPIs and is useful for measuring the level of working capital used in the business and is one of the measures used in monitoring the Group’s capital. It is also used as one of the targets against which the annual bonuses of certain employees are measured. | | | | | --- | --- | --- | | | 2024 | 2023 | | | £m | £m | | Average trade working capital | 416.5 | 451.8 | | Total revenue | 1,820.1 | 1,929.8 | | Average trade working capital to sales ratio | 22.9% | 23.4% | 35.13 Adjusted earnings before interest, tax, depreciation and amortisation (adjusted EBITDA) Adjusted EBITDA is calculated as the total of trading profit before depreciation and amortisation of non-acquired intangible assets. It is used in the calculation of the Group’s interest cover and net debt to adjusted EBITDA ratios. A reconciliation of adjusted EBITDA is included in Note 4.3. 35.14 Net interest payable on borrowings Net interest payable on borrowings is calculated as total interest payable on borrowings less finance income, excluding interest on net retirement benefit obligations, adjustments to discounts and any item separately reported. It is used in the calculation of the Group’s interest cover ratio. | | | | | | --- | --- | --- | --- | | | | 2024 | 2023 | | | Note | £m | £m | | Total interest payable on borrowings | 8 | 23.3 | 23.5 | | Finance income | 8 | (9.7) | (15.3) | | Net interest payable on borrowings | | 13.6 | 8.2 | ![]() Strategic report Governance Financial statements 207 35. Alternative Performance Measures continued 35.15 Interest cover Interest cover is the ratio of adjusted EBITDA for the last 12 months to net interest payable on borrowings for the last 12 months. It is one of the Group’s KPIs and is used to assess the financial position of the Group and its ability to fund future growth. | | | | | | --- | --- | --- | --- | | | | 2024 | 2023 | | | Note | £m | £m | | Adjusted EBITDA | 4 | 250.2 | 258.2 | | Net interest payable on borrowings | | 13.6 | 8.2 | | Interest cover | | 18.4x | 31.5x | 35.16 Net debt Net debt comprises the net total of current and non-current interest-bearing borrowings (including IFRS 16 lease liabilities), cash and short-term deposits and derivative financial instruments. Net debt is a measure of the Group’s net indebtedness to banks and other external financial institutions. A reconciliation of the movement in net debt is included in Note 13. 35.17 Net debt to adjusted EBITDA Net debt to adjusted EBITDA is the ratio of net debt at the year-end to adjusted EBITDA for that year. It is one of the Group’s KPIs and is used to assess the financial position of the Group and its ability to fund future growth and is one of the measures used in monitoring the Group’s capital. | | | | | | --- | --- | --- | --- | | | | 2024 | 2023 | | | Note | £m | £m | | Net debt | 13 | 329.2 | 237.5 | | Adjusted EBITDA | 4 | 250.2 | 258.2 | | Net debt to adjusted EBITDA | | 1.3x | 0.9x | 35.18 Return on invested capital (ROIC) The Group has adopted ROIC as its key measure of return from the Group’s invested capital. It is also used as one of the targets against which the annual bonuses of certain employees are measured. ROIC is calculated as trading profit less amortisation of acquired intangibles plus share of post-tax profit of joint ventures and associates for the previous 12 months after tax, divided by the average (being the average of the opening and closing balance sheet) invested capital (defined as: total assets excluding cash plus non-interest-bearing liabilities), at the average foreign exchange rate for the year. | | | | | --- | --- | --- | | | 2024 | 2023 | | | £m | £m | | Average invested capital | 1,556.2 | 1,558.5 | | Trading profit (Note 35.4) | 188.0 | 200.4 | | Amortisation of acquired intangible assets | (10.0) | (10.3) | | Share of post-tax profit from joint ventures and associates | 1.1 | 0.9 | | Tax on trading profit and amortisation of acquired intangible assets | (48.9) | (52.3) | | | 130.2 | 138.7 | | ROIC | 8.4% | 8.9% | 35.19 Constant currency Figures presented at constant currency represent 2023 amounts retranslated at average 2024 exchange rates. 35.20 Liquidity Liquidity is the Group’s cash and short-term deposits plus undrawn committed debt facilities less cash used as collateral on loans and any gross up of cash in notional cash pools. | | | | | --- | --- | --- | | | 2024 | 2023 | | | £m | £m | | Cash | 186.4 | 164.2 | | Undrawn committed debt facilities | 202.5 | 333.4 | | Cash used as collateral on loans | – | (10.0) | | Gross up of cash in notional pools | 0.1 | – | | Liquidity | 389.0 | 487.6 | ![]() 208 Vesuvius plc Annual Report and Financial Statements 2024 #### Company Balance Sheet As at 31 December 2024 | | | | | | --- | --- | --- | --- | | | | 2024 | 2023 | | | | total | total | | | Note | £m | £m | | Fixed assets | | | | | Investments | 7 | 1,778.0 | 1,778.0 | | Deferred tax | | 4.3 | 4.3 | | Total non-current assets | | 1,782.3 | 1,782.3 | | Current assets | | | | | Debtors – amounts falling due within one year | | 4.7 | 6.0 | | Cash at bank and in hand | | – | 0.1 | | Total current assets | | 4.7 | 6.1 | | Creditors – amounts falling due within one year | | | | | Bank loans and overdrafts | | – | – | | Other creditors including taxation and social security | 8 | (686.3) | (566.9) | | Net current liabilities | | (681.6) | (560.8) | | Total assets less current liabilities | | 1,100.7 | 1,221.5 | | Net assets | | 1,100.7 | 1,221.5 | | Equity capital and reserves | | | | | Called up share capital | 9 | 26.4 | 27.7 | | Retained earnings | 9 | 1,072.9 | 1,193.8 | | Other reserves | 9 | 1.4 | – | | Total shareholders’ funds | | 1,100.7 | 1,221.5 | Company number 8217766 Under Section 408 of the Companies Act 2006, the Company is exempt from the requirement to present its own Income Statement. During 2024, the Company recognised a profit of £14.6m (2023: £509.2m profit). The Financial Statements on pages 208 to 215 were approved and authorised for issue by the Directors on 5 March 2025 and signed on their behalf by: Patrick André Mark Collis Chief Executive Chief Financial Officer ![]() Strategic report Governance Financial statements 209 | | | | | | | | --- | --- | --- | --- | --- | --- | | | | Called up | | | Total | | | | share | Other | Retained | shareholders’ | | | | capital | reserves | earnings | funds | | | Note | £m | £m | £m | £m | | As at 1 January 2023 | | 27.8 | – | 742.1 | 769.9 | | Total comprehensive income recognised for the year | | – | – | 509.2 | 509.2 | | Recognition of share-based payments | 10 | – | – | 7.3 | 7.3 | | Share buyback | 9 | (0.1) | – | (3.0) | (3.1) | | Purchase of ESOP shares | | – | – | (1.1) | (1.1) | | Dividend paid | 6 | – | – | (60.7) | (60.7) | | As at 31 December 2023 | | 27.7 | – | 1,193.8 | 1,221.5 | | As at 1 January 2024 | | 27.7 | – | 1,193.8 | 1,221.5 | | Total comprehensive income recognised for the year | | – | – | 14.6 | 14.6 | | Recognition of share-based payments | 10 | – | – | 6.2 | 6.2 | | Share buyback | 9 | (1.3) | 1.4 | (63.5) | (63.4) | | Purchase of ESOP shares | | – | – | (17.1) | (17.1) | | Dividend paid | 6 | – | – | (61.1) | (61.1) | | As at 31 December 2024 | | 26.4 | 1.4 | 1,072.9 | 1,100.7 | #### Company Statement of Changes in Equity For the year ended 31 December 2024 ![]() Vesuvius plc Annual Report and Financial Statements 2024 210 1. General Information Vesuvius plc (‘Vesuvius’ or ‘the Company’) is a public company limited by shares. It is incorporated and domiciled in England and Wales, United Kingdom, and listed on the London Stock Exchange. The nature of the Company is a holding company. The address of its registered office is 165 Fleet Street, London EC4A 2AE. 2. Basis of Preparation 2.1 Basis of accounting The financial statements of the Company have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and the Companies Act 2006 as applicable to companies using FRS 101. The financial statements have been prepared under the historical cost convention, with the exception of fair value measurement applied to defined benefit pension plans, investments, share based payments and derivative financial instruments. The results of the Company are included in the preceding Group Financial Statements. In these financial statements, the Company has applied the exemptions available under FRS 101 in respect of the following disclosures: – A cash flow statement and related notes (IAS 1 para 10(d) and IAS 7) – Disclosures in respect of capital management and financial instruments (IAS 1 paras 134–136 and IFRS 7) – Disclosures in respect of related party transactions with wholly owned members of the Vesuvius plc Group (IAS 24) – Disclosures in respect of the compensation of key management personnel (IAS 24 para 17) – Disclosures in respect of share-based payments (details of the number and weighted average exercise prices of share options, and how the fair value of goods or services received was determined) (IFRS2 paras 45(b) and 46 to 52) – Disclosures in respect of fair value measurements (IFRS 13 paras 91–99) – IFRS 7 Financial instruments: Disclosures – The effects of new but not yet effective IFRSs (IAS 8 paras 30–31) Under Section 408 of the Companies Act 2006, the Company is exempt from the requirement to present its own profit and loss account. The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements. 2.2 Going concern The Directors have a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for a period of at least 12 months from the date of approval of these financial statements (disclosed in Note 2.3 to the Group Financial Statements) and that there is no material uncertainty in respect of going concern. The net current liabilities result from amounts owed to subsidiary undertakings, therefore the Directors do not believe that they will affect the Company’s ability to continue in operational existence. Accordingly, they continue to adopt a going concern basis in preparing the financial statements of the Group and the Company. 2.3 Accounting policy Taxation Both current and deferred tax are calculated using tax rates and laws that have been enacted, or substantively enacted, by the balance sheet date. Deferred taxation is recognised, without discounting, in respect of all temporary differences that have originated, but not reversed, at the balance sheet date, with the exception that deferred taxation assets are only recognised if it is considered more likely than not that there will be suitable future profits from which the reversal of the underlying temporary differences can be deducted. Provision is made for the tax that would arise on remittance of the retained earnings of overseas subsidiaries only to the extent that, at the balance sheet date, dividends have been accrued as receivable. All other accounting policies are set out within the respective notes. 3. Critical Accounting Judgements and Estimates Impairment of investment in subsidiaries and other companies (estimate and judgement) For the below estimate, the Group does not have any key assumptions concerning the future, or other key sources of estimation uncertainty in the reporting period, that are reasonably expected to have a significant risk of causing a material adjustment to the carrying amounts of assets/liabilities within the next financial year. Nonetheless, this estimate has the potential to materially vary over time and is therefore highlighted. #### Notes to the Company Financial Statements ![]() 211 Strategic report Governance Financial statements 3. Critical Accounting Judgements and Estimates continued Impairment of investment in subsidiaries and other companies (estimate and judgement) continued The Company assesses its investments in subsidiaries and other companies for impairment shortly before the Company’s year-end or whenever events or changes in circumstances indicate that the recoverable amount of the investment could be less than the carrying amount of the investment. If this is the case, the investment is considered to be impaired and is written down to its recoverable amount. Judgement is required in the determination of the recoverable amount as the Company evaluates various factors related to the operational and financial position of the relevant investee business, appropriate discounting and long-term growth rates. The annual investment impairment test is described in Note 7.3 below. 4. Employee Benefits Expense 2024 £m 2023 £m Wages and salaries 3.1 3.4 Social security costs 0.6 0.7 Share-based payments 1.6 1.7 Total employee benefits expense 5.3 5.8 The total average number of employees for 2024 was 3 (2023: 3). As at 31 December 2023, the Company had 3 (2023: 3) employees. Details of the Directors’ remuneration are disclosed in the Directors’ Remuneration Report on pages 103 to 129. 5. Audit and Non-Audit Fees Amounts payable to PricewaterhouseCoopers LLP in relation to audit and non-audit fees are disclosed within Note 5 to the Group Financial Statements. 6. Dividends paid to Equity Shareholders 2024 £m 2023 £m Amounts recognised as dividends and paid to equity shareholders during the year Final dividend for the year ended 31 December 2022 of 15.75p per ordinary share – 42.4 Interim dividend for the year ended 31 December 2023 of 6.80p per ordinary share – 18.3 Final dividend for the year ended 31 December 2023 of 16.20p per ordinary share 42.7 – Interim dividend for the year ended 31 December 2024 of 7.10p per ordinary share 18.4 – 61.1 60.7 In addition to the above dividends, since year-end the Directors have recommended the payment of a final dividend of 16.40 pence (2023: 16.20 pence) per ordinary share (TDIM: VSVS and ISIN: GB00B82YXW83). This is subject to approval by shareholders at the Company’s Annual General Meeting on 16 May 2025. If approved by shareholders, the aggregate amount of the proposed dividend expected to be paid on 6 June 2025 out of retained earnings at 31 December 2024, but not recognised as a liability at year-end, to holders of ordinary shares on the register on 25 April 2025 is £40.0m (31 May 2024: £42.7m). The ordinary shares will be quoted ex-dividend on 24 April 2025. Any shareholder wishing to participate in the Vesuvius Dividend Reinvestment Plan needs to have submitted their election to do so by 15 May 2025. 7. Investments 7.1 Accounting policy Shares in subsidiaries, associates and joint ventures are stated at cost less any impairment in value. Impairment is assessed in accordance with Note 16.1 to the Group Financial Statements. 7.2 Analysis of investments Shares in subsidiaries £m As at 1 January 2024 and 31 December 2024 1,778.0 The subsidiaries, joint ventures and associates of Vesuvius plc, their country of incorporation and percentage ownership are set out in Note 17 to the Group Financial Statements. With the exception of Vesuvius Holdings Limited, whose ordinary share capital was directly held by Vesuvius plc, the ordinary share capital of the other companies was owned by a Vesuvius plc subsidiary as at 31 December 2024. ![]() Vesuvius plc Annual Report and Financial Statements 2024 212 #### Notes to the Company Financial Statementscontinued 7. Investments continued 7.3 Impairment of investment in subsidiaries, associates and joint ventures The Group carried out its investment impairment test as at 31 October 2024. The recoverable amount of the investment exceeded its carrying value, therefore no impairment charges have been recognised. No further impairment indicators were identified up to 31 December 2024. The cash flow predictions are based on financial budgets and strategic plans approved by the Board. These assume a level of revenue and profits which are based on both past performance and expectations for future market development and take into account the cyclicality of the business in which the Group operates. In assessing the cash flows of the Parent’s investment in its subsidiaries, the amounts payable by the Parent to subsidiaries are also taken into account. A sensitivity analysis was carried out using reasonably possible changes to the key assumptions set out in Note 16.2 to the Group Financial Statements. No scenarios of impairment were identified. 8. Other Creditors including Taxation and Social Security 2024 £m 2023 £m Amounts owed to subsidiary undertakings 683.8 563.7 Accruals and other creditors 2.5 3.2 Total amounts falling due within one year 686.3 566.9 Interest on the loan from another UK company within the Vesuvius Group, Vesuvius Holdings Limited, is charged at Bank of England base rate +2% and the balance is repayable on demand. 9. Called Up Share Capital, Retained Earnings and Other Reserves 9.1 Accounting policy Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. Where shares are redeemed or purchased as part of a share buyback programme, a sum equal to the amount by which the Company’s share capital is diminished on cancellation of the shares is transferred to the capital redemption reserve. 9.2 Analysis of called up share capital Allotted, issued and fully paid ordinary shares of 10p each 2024 2023 Number m Nominal value £m Number m Nominal value £m As at 1 January 277.9 27.7 278.5 27.8 Share buyback (13.4) (1.3) (0.6) (0.1) As at 31 December 264.5 26.4 277.9 27.7 The allotted, issued and fully paid ordinary share capital of the Company as at 31 December 2024 was 264,491,274 shares of £0.10 each (31 December 2023: 277,854,424 shares of £0.10 each). 7,271,174 (2023: 7,271,174) ordinary shares of £0.10 each were held in Treasury and therefore carry no right to receive dividends or other distributions and have no voting rights. The total number of ordinary shares as at 31 December 2024 with rights including voting at Shareholder Meetings of the Company, distribution of dividends and repayment of capital voting was 257,220,100 (2023: 270,583,250). All shareholders enjoy the same rights in relation to these shares. Included in this number are 3,852,684 (2023: 1,956,030) shares held by the Vesuvius Group employee share ownership plan trust (ESOP) and the ESOP elects to waive the right to receive dividends on its shareholding. On 4 December 2023, the Company announced the commencement of a share buyback programme of up to £50 million. This programme was completed on 22 August 2024. A total of 10,821,465 ordinary shares were purchased for a consideration of £49.9m (excluding transaction costs). All ordinary shares were cancelled. On 19 November 2024, the Company announced the commencement of a further share buyback programme of up to £50 million to end no later than 23 July 2025, albeit targeted to be completed by late May 2025, subject to regulatory limits and market conditions. There is no minimum committed quantity of shares to be bought back and the Company is able to terminate the arrangement at its discretion and without any penalty. From 19 November 2024 to 31 December 2024, the Company had purchased 3,670,188 ordinary shares of 10 pence, representing a nominal value of £0.4m. 3,172,332 of these ordinary shares were cancelled by 31 December 2024, the 497,856 remaining ordinary shares were cancelled on 2 and 7 January 2025. The cost of the ordinary shares purchased was £15.5m excluding transaction costs. The nominal value of share capital cancelled between 4 December 2023 and 31 December 2024 was £1.4m; this has been credited to a capital redemption reserve which comprises Other Reserves in these financial statements. ![]() 213 Strategic report Governance Financial statements 9. Called Up Share Capital, Retained Earnings and Other Reserves continued 9.3 Distributable reserves The Company had distributable reserves in excess of £1,063m as at 31 December 2024 (2023: in excess of £1,183m), subject to filing these financial statements with Companies House. When making a distribution to shareholders, the Directors determine profits available for distribution by reference to guidance on realised and distributable profits under the Companies Act 2006 issued by the Institute of Chartered Accountants in England and Wales and the Institute of Chartered Accountants of Scotland in April 2017. The profits of the Company have been received in the form of dividends from subsidiaries and through court-approved capital reduction. The availability of distributable reserves in the Company is dependent on those dividends meeting the definition of qualifying consideration within the guidance and on available cash resources of the Group and other accessible sources of funds. The distributable reserves are subject to any future restrictions or limitations at the time such distribution is made. 10. Recognition of Share-based Payments 10.1 Accounting policy The Company operates an equity-settled share-based payment arrangement for its employees. Equity-settled share-based payments are measured at fair value at the date of grant. For grants with market-based conditions attached to them, such as total shareholder return, fair value is measured using a form of stochastic option pricing model. For grants with non-market-based conditions, such as growth in return on invested capital (ROIC), environmental, social and governance criteria (ESG) and headline earnings per share (EPS), fair value is measured using the Black-Scholes option pricing model. The fair value is expensed on a straight-line basis over the vesting period with a corresponding increase in equity. The cumulative expense recognised is adjusted for the best estimate of the shares that will eventually vest. The Company recharges its subsidiaries for the IFRS 2 expense relating to their employees on an annual basis. 10.2 Profit and loss account recognition The Company operates a number of different share-based payment schemes, the main features of which are detailed in the Directors’ Remuneration Report and Note 28 to the Group Financial Statements. A total of £1.6m was charged to the profit and loss account in the year with regard to share-based payments (2023: £1.7m). 10.3 Details of outstanding options Number of outstanding awards Awards exercisable as at 31 Dec 2024 Weighted average outstanding contractual life of awards years Range of exercise prices pence As at 1 Jan 2024 Granted Exercised Forfeited/ lapsed Expired As at 31 Dec 2024 LTIP 1,257,157 516,532 (141,861) (142,363) nil 1,489,465 – 8.4 n/a Weighted average exercise price nil nil nil nil nil nil – n/a Other plans 144,816 88,414 (9,430) nil nil 223,800 – 1.3 n/a Weighted average exercise price nil nil nil nil nil nil – n/a For the awards exercised during 2024, the market value at the date of exercise was 483.5 pence per share. Number of outstanding awards Awards exercisable as at 31 Dec 2023 Weighted average outstanding contractual life of awards years Range of exercise prices pence As at 1 Jan 2023 Granted Exercised Forfeited/ lapsed Expired As at 31 Dec 2023 LTIP 1,424,266 578,407 (169,944) (575,572) nil 1,257,157 – 8.5 n/a Weighted average exercise price nil nil nil nil nil nil – n/a Other plans 149,354 60,179 (64,717) nil nil 144,816 – 1.6 n/a Weighted average exercise price nil nil nil nil nil nil – n/a For options exercised during 2023, the market value at the date of exercise was 406.0 pence per share. Details of market performance conditions are included in the Directors’ Remuneration Report. ![]() Vesuvius plc Annual Report and Financial Statements 2024 214 #### Notes to the Company Financial Statementscontinued 10. Recognition of Share-based Payments continued 10.3 Details of outstanding options continued As at 31 December 2024, the total options exercisable by all Group employees over the £0.10 ordinary shares and capable of being satisfied through new allotments of shares or through shares held by the Company’s ESOP were as follows: 2024 Years of award/grant Option prices Latest year of exercise/ vesting Number of options/ allocations outstanding Long-Term Incentive Plan 2022–2024 nil 2034 1,489,465 Deferred Share Bonus Plan 2022–2024 nil 2027 223,800 2023 Years of award/grant Option prices Latest year of exercise/ vesting Number of options/ allocations outstanding Long-Term Incentive Plan 2021–2023 nil 2033 1,257,157 Deferred Share Bonus Plan 2021–2023 nil 2026 144,816 Fair value of options granted under the LTIP during the year: 2024 2023 ROIC/ESG element TSR element ROIC/ESG element TSR element Fair value of options granted 492p 290p 386p 238p Share price on date of grant 492p 492p 386p 386p Expected volatility n/a 29.2% n/a 34.6% Risk-free interest rate n/a 4.1% n/a 3.3% Exercise price (per share) nil nil nil nil Expected term (years) 3 3 3 3 Expected dividend yield nil nil nil nil For the LTIP awards, vesting of 40% of shares awarded is based on the Group’s three-year total shareholder return (TSR) performance relative to that of the constituent companies of the FTSE 250 (excluding investment trusts) and vesting of the remaining 60% of shares awarded is based on ROIC and ESG targets. Expected volatility was determined by calculating the historical volatility of the Group’s share price over the 2.8 years (2023: 2.8 years) prior to the grant date for the April 2024 grant. The risk-free rate of return was assumed to be the yield to maturity on a UK fixed gilt with the term to maturity equal to the expected life of the option. At the discretion of the Remuneration Committee, award holders receive the value of dividends that would have been paid on their vested shares in the period between grant and vesting. Accordingly, there is no discount to the valuation for dividends foregone during the vesting period. 11. Financial Guarantees Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its Group, the Company applies IFRS9 Financial instruments. At the balance sheet date there is nothing to recognise in the Company’s Financial Statements. Guarantees provided by the Company as at 31 December 2024 in respect of the liabilities of its subsidiary companies amounted to £473.2m (2023: £344.7m), which includes guarantees of $116.0m, €198.0m and £28.0m (2023: $116m, €198m and £28m) in respect of US Private Placement Loan Notes; £182.5m (2023: £51.6m) in respect of drawings under the syndicated bank facility; £0.1m (2023: £0.1m) in respect of guarantees issued to certain banks covering their exposure on derivative contracts governed by ISDA agreements; and £6.0m (2023: £2.1m) in respect of overdraft facilities utilised by certain of the Company’s subsidiary companies. 12. Contingent Liabilities Vesuvius has extensive international operations and is subject to various legal and regulatory regimes, including those covering taxation and environmental matters. Several of the Company’s subsidiaries are parties to legal proceedings, certain of which are insured claims arising in the ordinary course of the operations of the company involved, and are aware of a number of issues which are, or may be, the subject of dispute with tax authorities. Whilst the outcome of litigation and other disputes can never be predicted with certainty, having regard to legal advice received and the insurance arrangements of the Company and its subsidiaries, the Directors believe that none of these matters will, either individually or in the aggregate, have a materially adverse effect on the Company’s financial condition or results of operations. ![]() 215 Strategic report Governance Financial statements 13. Related Parties All transactions with related parties are conducted on an arm’s-length basis and in accordance with normal business terms. The Company has taken advantage of the exemption contained in FRS 101 and has therefore not disclosed transactions or balances with wholly owned Company subsidiaries. The related parties identified by the Directors include joint ventures, associates and key management personnel. To enable users of our financial statements to form a view on the effects of related party relationships on the Company, we disclose the related party relationship, irrespective of whether there have been transactions between the related parties. Transactions with joint ventures and associates All transactions with joint ventures and associates are in the normal course of business. Further details of joint ventures and associates are included in Note 17 to the Group Financial Statements. Transactions with key management personnel There have been no transactions with key management personnel of the Company other than the Directors’ remuneration. Directors’ remuneration is disclosed in the Annual Report on Directors’ Remuneration. Transactions with other related parties There are no controlling shareholders of the Company as defined by IFRS. There have been no material transactions with the shareholders of the Company. Pension contributions are disclosed in Note 27 to the Group Financial Statements. Other than the parties disclosed above, the Company has no other material related parties. ![]() Vesuvius plc Annual Report and Financial Statements 2024 216 2024 2023 2022 2021 2020 Steel Division Revenue £m 1,343.8 1,400.0 1,496.4 1,171.5 1,045.4 Trading profit £m 153.0 147.6 172.7 102.0 76.4 Return on sales % 11.4 10.5 11.5 8.7 7.3 Employees: year-end no. 9,028 9,228 8,719 8,323 7,619 Foundry Division Revenue £m 476.3 529.8 551.0 471.4 412.9 Trading profit £m 35.0 52.8 54.5 40.4 25.0 Return on sales % 7.4 10.0 9.9 8.6 6.1 Employees: year-end no. 2,105 2,463 2,415 2,881 2,735 #### Five-Year Summary: Divisional Results from Continuing Operations (unaudited) ![]() 217 Strategic report Governance Financial statements #### Shareholder Information (unaudited) Enquiries The Company’s share registrar is Equiniti who can be contacted if you have any questions about your Vesuvius shareholding. Equiniti Limited Aspect House, Spencer Road Lancing, West Sussex, BN99 6DA United Kingdom Telephone \* : +44 (0)371 384 2335 Website: www.shareview.co.uk For the hard of hearing, Equiniti can also be contacted using the Relay UK website at www.relayuk.bt.com. Any shareholder enquiries not related to the share register should be sent by email to shareholder.information@vesuvius.com or by letter to the Company Secretary at the registered office. Registered Office and Group Head Office Vesuvius plc 165 Fleet Street London EC4A 2AE United Kingdom Telephone: +44 (0)20 7822 0000 Registered in England and Wales No. 8217766 LEI: 213800ORZ521W585SY02 Vesuvius Website Shareholder and other information about the Company, including details of the current and historical share price, can be accessed on the Vesuvius website: www.vesuvius.com. You can view the online Annual Report 2024 on the website. Shareview and Electronic Communication Equiniti’s website, www.shareview.co.uk, enables shareholders to register online to view details of their shareholdings. To access online information on your shareholding, you will require your shareholder reference number, which can be found at the top of your share certificate or on your dividend confirmation. The Shareview website provides answers to frequently asked questions and information useful for the management of investments, including indicative share valuations and dividend payment details. Shareholders can register on Shareview to receive shareholder communications electronically, including the Company’s Annual Report and Financial Statements, rather than receiving them in paper form. The registration process requires shareholders to input their shareholder reference number. To receive shareholder communications in electronic form, shareholders should select ‘email’ as their mailing preference. Once registered, shareholders will receive an email notifying them each time a shareholder communication has been published on the Vesuvius website. Share Dealing Service The Company’s shares can be traded through most banks, building societies or stockbrokers. UK resident shareholders can also buy and sell shares by telephone or online using Equiniti’s Shareview dealing service. Telephone 0345 603 7037 between 8.00 am and 4.30 pm on any business day (excluding public holidays in England and Wales). Website: www.shareview.co.uk/dealing The shareholder reference number (at the top of your share certificate or on your dividend confirmation) is required to use the dealing service. ShareGift ShareGift, the charity share donation scheme, is a free service for shareholders wishing to give shares to a wide range of UK charitable causes. It is particularly useful for those shareholders who may wish to dispose of a small quantity of shares in a charitable way where the market value makes it uneconomic to sell on a commission basis. Further information can be obtained from ShareGift. Telephone: +44 (0)20 7930 3737 Website: www.sharegift.org Email: help@sharegift.org Dividend Reinvestment Plan Equiniti offers a dividend reinvestment plan through which shareholders can use their Vesuvius cash dividends to buy additional shares in Vesuvius. Further details, including how to sign up and the terms and conditions of the plan, are available from the Share Dividend Helpline. Telephone \* : 0371 384 2335 (or +44 371 384 2335 if calling from outside the UK) Website: www.shareview.co.uk Overseas Payment Service Equiniti provides a dividend payment service in over 90 countries that automatically converts dividend payments into local currency and pays the funds into a shareholder’s bank account. Further details, including an application form and the terms and conditions of the service, are available from Equiniti. Telephone \* : +44 371 384 2335 Website: www.shareview.co.uk By post: Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom Please quote Overseas Payment Service, the Company’s name and your shareholder reference number. Financial Calendar 2025 Annual General Meeting Friday 16 May 2025 \* Lines are open Monday to Friday 8.30 am to 5.30 pm (excluding public holidays in England and Wales). ![]() Vesuvius plc Annual Report and Financial Statements 2024 218 Analysis of Ordinary Shareholders As at 31 December 2024 Investor type Total Shareholdings Private Institutional and other 1–1,000 1,001– 50,000 50,001– 500,000 500,001+ Number of holders 2,226 448 2,674 2,046 441 124 63 Percentage of holders 83.25% 16.75% 100% 76.51% 16.49% 4.64% 2.36% Percentage of shares held 0.62% 99.38% 100% 0.11% 1.61% 7.81% 90.47% Share Fraud – Spot the Warning Signs Investment scams are designed to look like genuine investments. Have you been… – Contacted out of the blue – Promised tempting returns and told the investment is safe – Called repeatedly – Told the offer is only available for a limited time? If so, you might have been contacted by fraudsters. How to Avoid Share Fraud 1. Reject cold calls If you have been contacted by telephone, email or post, or via a third party or at a seminar or exhibition, with an offer to buy or sell shares, the chances are that it’s a high-risk investment or a scam. You should treat any offer with extreme caution. The safest thing to do is to ignore the approach and if you were contacted by phone to hang up on the call. 2. Check if the firm is authorised by the Financial Conduct Authority (FCA) and recorded on the Financial Services register at register.fca.org.uk The Financial Services Register is a public record of all the firms and individuals in the financial services industry that are, or have been, regulated by the Prudential Regulation Authority and/or the FCA. If there are no contact details on the Register or if the firm claims the Register is out of date, call the FCA Consumer Helpline on 0800 111 6768. If you’re dealing with an overseas firm, you should check with the regulator in that country and also check the scam warnings from foreign regulators. 3. Get impartial advice Think about getting impartial financial advice before you hand over any money. Seek advice from someone unconnected to the firm that has approached you. Reporting a Scam If you suspect that you have been approached by fraudsters, please tell the FCA Consumer Helpline by contacting them on 0800 111 6768 (or +44 20 7066 1000 from outside the UK) or by using the share fraud reporting form at www.fca.org.uk/scams, where you can find out more about investment scams. For calls using next generation text relay, please call the FCA Consumer Helpline on (18001) 0207 066 1000. If you have lost money to investment fraud, you should report it to Action Fraud on 0300 123 2040 (or +44 300 123 2040 from outside the UK) or online at www.actionfraud.police.uk. Find out more at www.fca.org.uk/scamsmart. Identity Theft We offer the following advice to shareholders on protecting their personal information and Vesuvius shares: – Keep all Vesuvius correspondence in a safe place, or destroy correspondence by shredding – When changing address, inform the registrar, Equiniti. If a letter is received from Equiniti regarding a change of address and there has been no change of address, contact the registrar immediately using the contact information on the opposite page – Have your dividends paid directly into a bank or building society account. This will reduce the risk of a cheque being intercepted or lost in the post – On changing a bank or building society account, inform Equiniti of the details of the new account and respond, as requested, to any letters Equiniti send regarding this matter #### Shareholder Information (unaudited)continued ![]() 219 Strategic report Governance Financial statements #### Glossary 8D Eight Disciplines: an eight-step methodology to resolve customer, supplier and internal quality issues AGM Annual General Meeting BMC Bayuquan Magnesium Co acquired in October 2022 and now trading through the legal entity Yingkou YingWei Magnesium Co., Ltd Capex Capital expenditure CEO Chief Executive CFO Chief Financial Officer CG Statement The Corporate Governance Statement CO 2 Carbon dioxide CO 2 e Carbon dioxide equivalent Code The 2018 UK Corporate Governance Code Company Vesuvius plc CORE Values or Values The Group’s key values of Courage, Ownership, Respect and Energy DRI Direct Reduced Iron (DRI) is produced from the direct reduction of iron ore (in the form of lumps, pellets, or fines) into iron by a reducing gas or elemental carbon produced from natural gas or coal DSBP Deferred Share Bonus Plan DTR The Disclosure and Transparency Rules of the UK Financial Conduct Authority EAF Electric Arc Furnace EBITDA Trading profit before depreciation and amortisation of non-acquired intangible charges ECL Expected credit loss EEMEA Eastern Europe, Middle East and Africa EMEA Europe, Middle East and Africa EPS Earnings per share ESOP Employee share ownership plan EU European Union EU27 The 27 European Union countries FRC Financial Reporting Council FRS Financial Reporting Standards FTSE 250 Equity index whose constituents are the 101st to 350th largest companies listed on the London Stock Exchange in terms of their market capitalisation FX Foreign exchange GEC Group Executive Committee GHG Greenhouse gas Group Vesuvius plc and its subsidiary companies HeaTt Vesuvius e-learning programme HPDC High Pressure Die Casting IAS International Accounting Standards IFRS International Financial Reporting Standards JKANZ Japan, Korea, Australia and New Zealand KPI Key Performance Indicator LPDC Low Pressure Die Casting LTI Lost time injury LTIFR Lost time injury frequency rate, a KPI which calculates the number of LTIs per million hours worked Mechatronic The integration of mechanical systems with electronics and software to create more functional and efficient products and processes Median The middle number in a sorted list of numbers MTI Medically treated injury MTIFR Medically treated injury frequency rate PwC PricewaterhouseCoopers LLP NAFTA Canada, Mexico and USA Offshore Area The area around the United Kingdom as specified in the Accounts Regulations Schedule 7, paragraph 15 Ordinary share An ordinary share of 10 pence in the capital of the Company R&D Research and development Scope 1 emissions CO 2 and CO 2 e emissions from fuels used in our factories and offices, fugitive emissions and non-fuel process emissions Scope 2 emissions CO 2 and CO 2 e from indirect emissions resulting from the generation of electricity, heat, steam and hot water we purchase to supply our offices and factories Scope 3 emissions All other indirect CO 2 and CO 2 e emissions that occur in the Company’s value chain Senior Leadership Group The Group Executive Committee plus the most senior Vesuvius managers worldwide. This group comprises between 140 and 170 members Share buyback Share buyback programmes announced on 4 December 2023 and 19 November 2024 to return £50 million per programme of surplus cash to shareholders TSR Total shareholder return UK GAAP UK Generally Accepted Accounting Principles UN United Nations UN SDGs United Nations Sustainable Development Goals Universal Refractories The trade and assets of Universal Refractories, Inc. acquired in December 2021 and now trading through the legal entity Vesuvius Penn Corporation USMCA United States, Mexico and Canada VISO Vesuvius Isostatic VSP Vesuvius Share Plan ![]() Vesuvius plc Annual Report and Financial Statements 2024 220 Forward-looking statements This Annual Report contains certain forward-looking statements which may include reference to one or more of the following: with respect to operations, strategy, performance, financial condition, financing plans, cash flows, capital and other expenditures and growth opportunities of the Vesuvius Group. Forward-looking statements can be identified by the use of terminology such as ‘target’, ‘intend’, ‘aim’, ‘project’, ‘anticipate’, ‘estimate’, ‘plan’, ‘believe’, ‘expect’, ‘forecasts’, ‘may’, ‘could’, ‘should’, ‘will’ or similar words. Although the Company makes such statements based on assumptions that it believes to be reasonable, by their nature, these statements involve uncertainty and are based on assumptions and involve risks, uncertainties and other factors that could cause actual results and developments to differ materially from those implied by the forward-looking statements anticipated. Such forward-looking statements should, therefore, be considered in light of various important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements. The forward-looking statements reflect knowledge and information available at the date of preparation of this Annual Report and, other than in accordance with its legal and regulatory obligations, the Company undertakes no obligation to update these forward-looking statements. Nothing in this Annual Report should be construed as a profit forecast or a guarantee of the Vesuvius Group’s future performance. ![]() Designed and produced by Friend www.friendstudio.com Print: Pureprint Group Printed by a CarbonNeutral® company with an Environmental Management System certified to ISO 14001. This document is printed on paper using wood fibre from well-managed, FSC®-certified forests and other controlled sources. 100% of the inks used are HP Indigo ElectroInk which complies with RoHS legislation and meets the chemical requirements of the Nordic Ecolabel (Nordic Swan) for printing companies, and 100% of any waste associated with this production has been recycled or diverted from landfill. The paper is Carbon Balanced with World Land Trust, an international conservation charity, who offset carbon emissions through the purchase and preservation of high conservation value land. Through protecting standing forests, under threat of clearance, carbon is locked-in that would otherwise be released. The imagery included in this Annual Report aims to capture the many different aspects of Vesuvius and our team around the world. The photographer Samuel Dhote shot most of these images. www.samueldhote.com CBP00019082504183028 ![]() Vesuvius plc 165 Fleet Street London EC4A 2AE T +44 (0)20 7822 0000 www.vesuvius.com Visit our online Annual Report at report2024.vesuvius.com