Spirax-Sarco Engineering PLC

Pre-Annual General Meeting Information • Mar 21, 2016

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about the action you should take, you are recommended immediately to seek your own financial advice from your stockbroker, bank manager, auditor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all of your shares in Spirax-Sarco Engineering plc please pass this document and the accompanying documents (but not the personalised Form of Proxy) as soon as possible to the purchaser or transferee or to the agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

Spirax-Sarco Engineering plc Circular to Shareholders and Notice of Annual General Meeting to be held at Charlton House Cheltenham Gloucestershire GL53 8ER on Tuesday, 10th May 2016 at 2.00 pm

The Notice convening the Annual General Meeting appears at the end of this document.

Forms of Proxy for use at the Annual General Meeting should be completed and returned to the Company's Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, BN99 6DA as soon as possible and, in any event, so as to arrive not less than 48 hours, excluding non-business days, before the time of the Meeting. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so. Please refer to page 10 for full details.

At the Annual General Meeting shareholders will be invited to vote on a resolution by resolution basis by way of a polled vote. The results will be announced instantaneously using the Equiniti "VoteNow" polling system. Immediately after the Annual General Meeting, the results are also announced on the Group's website, www.spiraxsarcoengineering.com, and the London Stock Exchange.

SPIRAX-SARCO ENGINEERING plc

(Registered in England No. 596337)

Registered office: Charlton House Cirencester Road Cheltenham Glos. GL53 8ER

18th March 2016

Part I – Letter from the Chairman

Dear Shareholder

This Circular accompanies the Annual Report and the Audited Financial Statements of the Company for the year ended 31st December 2015.

The consideration of resolutions at the Annual General Meeting (AGM) is important. Your Directors believe that in the interests of shareholder democracy it is critical that the voting intentions of all members are taken into account, not just those who are able to attend the AGM. We therefore again propose to put all resolutions at the AGM to shareholders by way of a poll rather than a show of hands. The Board considers that a poll is more democratic since it allows the votes of all shareholders to be counted and electronic voting enables poll voting results to be obtained efficiently and effectively. Shareholders attending the AGM will still have the opportunity to ask questions, form a view on the points raised and vote on each resolution.

If you would like to vote on the resolutions but cannot come to the AGM, you can appoint a proxy to exercise all or any of your rights to attend, vote and speak at the AGM. Please see the Form of Proxy section in the notes to the Notice of Meeting for information.

The purpose of this Circular is to explain certain elements of the business to be conducted at the AGM, including the ordinary resolutions (numbered 1 to 15) and the special resolutions (numbered 16 and 17).

Notice of Annual General Meeting

You will find the Notice of Annual General Meeting of the Company, which is to be held at Spirax-Sarco Engineering plc, Charlton House, Cheltenham, Gloucestershire, GL53 8ER on 10th May 2016 at 2.00 pm, set out in Part II of this Circular on pages 7 to 10.

Ordinary Resolutions

Resolution 1 – Annual Report

The receipt and consideration of the Company's Annual Report.

Resolution 2 – Annual Report on Remuneration 2015

In accordance with Section 439 of the Companies Act 2006 (2006 Act) your Board is asking for your approval of the Annual Report on Remuneration 2015, as set out in the Company's Annual Report for the year ended 31st December 2015. This part of the Report is, as in previous years, put to an advisory shareholder vote.

Resolution 3 – Final Dividend

The proposal recommended by the Directors to pay a final dividend of 48.2p per Ordinary share on 27th May 2016 to all shareholders on the register of members at 5.00 pm on 29th April 2016.

Resolution 4 – Auditor

The proposal to re-appoint Deloitte LLP as the Company's auditor.

Resolution 5 – Auditor Remuneration

The proposal to authorise the Directors to fix the remuneration of Deloitte LLP.

Resolutions 6 to 13 – Re-election of Directors

Resolutions 6 to 13 deal with the re-election of Directors in accordance with the requirements of the Company's Articles of Association and the UK Corporate Governance Code 2014 (Code).

The Code provides for all Directors of FTSE 350 companies to be subject to annual election by their shareholders. Accordingly, in keeping with the Board's aim of following best corporate governance practice, all members of the Board are standing for re-election, with the exception of David Meredith who is retiring on 10th May 2016.

Details of each of the Directors seeking re-election are set out below.

Bill Whiteley BSc, FCMA (67) Non-Executive Chairman

Committees:	Nomination (Chairman)
Appointed to the Board:	July 2002. Appointed Chairman in June 2009
Areas of experience:	Senior management, engineering, finance, international
External appointments:	Chairman of Brammer plc and Hill & Smith Holdings PLC

Background:

Until his retirement in 2008, Bill Whiteley was Chief Executive of Rotork plc, where he had been a Director since 1984. Bill has been awarded an honorary Doctorate of Engineering by the University of Bath.

Nicholas Anderson BSc Engineering, MBA (55) Group Chief Executive

Committees: Nomination, Risk Management (Chairman) Appointed to the Board: March 2012. Appointed Chief Operating Officer in August 2013 and Group Chief Executive in January 2014 Areas of experience: International, operational, industrial, sales and marketing, engineering

Background:

Before joining the Group in 2011 as Director EMEA, Nicholas Anderson was Vice-President of John Crane Asia Pacific (part of Smiths Group plc), based in Singapore, and President of John Crane Latin America, based in the USA. Previously, Nicholas held senior positions with Alcoa Aluminio in Argentina and the Foseco Minsep Group plc in Brazil.

Neil Daws CEng, FIMechE (53) Executive Director EMEA

Committees: Risk Management Appointed to the Board: June 2003 Areas of experience: Manufacturing, engineering, product development, sales and marketing, broad operational experience

Background:

Neil Daws joined the Group in 1978 and held positions in production and design engineering prior to being named as UK Supply Director. Following this Neil has held responsibility for Asia Pacific, Latin America and the Group's Supply operations, including the Group's health, safety and environmental matters.

Jay Whalen BA, MBA (59) Executive Director WMFTG

Committees:	Risk Management
Appointed to the Board:	March 2012
Areas of experience:	Sales and marketing, engineering, international business development

Background:

Jay Whalen joined the Group in 1991 as President of Watson-Marlow Inc. in the USA. He was named Sales and Marketing Director of the global Watson-Marlow pump business in 2002 and in 2010 was appointed to his current Group position of President, Watson-Marlow Fluid Technology Group. Prior to joining Watson-Marlow, Jay was Vice-President Operations for Harvard Bioscience, Inc.

Jamie Pike MBA, MA, MIMechE (60) Independent Non-Executive Director and Senior Independent Director

Committees:	Audit, Nomination, Remuneration
Appointed to the Board:	May 2014
Areas of experience:	Senior management, engineering, international
External appointments:	Chairman of Ibstock plc, Tyman plc and RPC Group

Background:

Jamie Pike joined Burmah Castrol in 1991 and was Chief Executive of Burmah Castrol Chemicals before leading the Foseco buy-out in 2001 and its subsequent flotation in 2005. Prior to joining Burmah, he was a partner at Bain & Company. Jamie was educated at Oxford, holds an MBA from INSEAD and is a Member of the Institute of Mechanical Engineers.

Krishnamurthy Rajagopal FREng, CEng, FIET, FIMechE, FIE, FCMI, PhD (62) Independent Non-Executive Director

Committees:	Audit, Nomination, Remuneration (Chairman)
Appointed to the Board:	February 2009
Areas of experience:	Remuneration, engineering, senior management, operations
External appointments:	Chairman of UMI3 Ltd and HHV Pumps Ltd. Non-Executive Director of WS Atkins plc, Bodycote plc, e2v
	technologies plc and Porvair plc

Background:

On completing his Doctorate in 1980, Krishnamurthy Rajagopal held senior positions in BOC Group plc prior to being named Chief Executive of BOC Edwards and Executive Director of the BOC Group plc, before retiring in 2006. He was previously a Non-Executive Director of FSI International Inc., Foseco Ltd and Dyson Group plc.

Trudy Schoolenberg PhD (57) Independent Non-Executive Director

Committees:	Audit, Nomination, Remuneration
Appointed to the Board:	August 2012
Areas of experience:	Engineering, product development, oil and petrochemical
External appointments:	Director of Integrated Supply Chain and Research, Development and Innovation, Decorative Paints Division of
	AkzoNobel. Non-Executive Director of COVA and Low & Bonar PLC

Background:

Prior to her current position at AkzoNobel, Trudy Schoolenberg served as Vice-President of Global Research & Development at Wärtsilä Oy. Trudy previously held senior management positions with Royal Dutch Shell plc and was Head of Strategy for Shell Chemicals.

Clive Watson B Comm (Acc), ACA, CTA (58) Independent Non-Executive Director

Committees: Audit (Chairman), Nomination, Remuneration Appointed to the Board: July 2009 Areas of experience: Finance, tax and treasury, engineering External appointments: Executive Director and Group Finance Director of Spectris plc

Background:

Clive Watson held several tax and finance roles before joining Black & Decker in 1988 as Director of Tax and Treasury Europe. He was later appointed Vice-President of Business Planning and Analysis in the USA. Clive then joined Thorn Lighting as Group Finance Director before working for Borealis as Chief Financial Officer and Executive Vice-President of Business Support.

The Board has confirmed, following the external performance review conducted by Dr Tracy Long of Boardroom Review Limited in 2015, and our internal self-appraisal process undertaken in 2014, that all Directors standing for re-election continue to perform effectively and demonstrate commitment to their roles.

Resolution 14 – Issue New Shares

Resolution 14 renews the authority granted to the Directors to allot new shares in accordance with Section 551 of the 2006 Act up to a nominal amount of £6,589,764 being 33.33% of the issued Ordinary share capital at 17th March 2016 (being the latest practicable date prior to publication of this Circular). This authority will expire on the date of the next AGM or on 9th August 2017, whichever is the earlier. The Directors have no present intention of exercising this authority.

Resolution 15 – Scrip Alternative

At the AGM held in 2015, shareholders authorised the Directors to offer a scrip alternative to any dividend declared or paid in the period up to the date of the AGM to be held in 2020 or, if earlier, 10th May 2020. A scrip alternative will not be offered for the financial year ended 31st December 2015 but the Directors consider it prudent to maintain the facility to provide this alternative for shareholders should circumstances alter so as to make a scrip alternative appropriate. In accordance with the Articles of Association, Resolution 15 will be proposed as an ordinary resolution to renew this authority for five years ending on the date of the AGM to be held in 2021 or, if earlier, on 9th May 2021, although it is the Directors' intention to renew this authority annually.

Special Resolutions

Resolution 16 – Disapply Pre-emption Rights

Resolution 16 renews the Directors' authority in accordance with Section 561 of the 2006 Act to allot further shares for cash, pursuant to the authority granted by Resolution 14, without first being required to offer such shares to existing shareholders. If approved, the Resolution will authorise the Directors to issue shares in connection with a rights issue or open offer and otherwise to issue shares for cash, excluding the sale on a non pre-emptive basis of treasury shares for cash, up to a maximum nominal amount of £988,465, being 5% of the nominal value of the Company's issued Ordinary share capital on 17th March 2016 (being the latest practicable date prior to the publication of this Circular). In accordance with the Pre-emption Group's Statement of Principles, the Directors do not intend to issue more than 7.5% of the issued share capital of the Company for cash on a non pre-emptive basis in any rolling three year period without prior consultation with the shareholders. This authority will expire on the date of the next AGM or on 9th August 2017, whichever is the earlier. The Directors have no present intention of exercising this authority.

Resolution 17 – Purchase Own Shares

Resolution 17 renews the Directors' authority to make market purchases of its own Ordinary shares as permitted by the 2006 Act. The maximum aggregate number of Ordinary shares which may be purchased would be 7,342,880 which represents approximately 10% of the Company's existing Ordinary share capital as at 17th March 2016 (being the latest practicable date prior to publication of this Circular). The minimum price (excluding expenses) which may be paid for each share purchased under this authority is 2612/13p. The maximum price (excluding expenses) which may be paid for a share purchased under this authority is an amount equal to the higher of 5% above the average of the middle market quotations of the Company's Ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased. This renewed authority will expire on the date of the next AGM or on 9th August 2017, whichever is the earlier.

The share re-purchases made to date under the authorities granted by shareholders have enhanced earnings per share to the benefit of all shareholders. The Board believes that it would be appropriate to have the option to use a proportion of the Company's cash resources to make further market re-purchases of Ordinary shares.

The Company will only exercise the authority granted by the proposed Resolution where the Board reasonably believes that repurchasing its shares will increase earnings per share of the Ordinary shares in issue after the purchase and, accordingly, is in the best interests of shareholders generally.

The number of options and Performance Share Plan (PSP) awards to subscribe for equity shares that are outstanding at 17th March 2016 is 464,541, being 0.63% of the issued Ordinary share capital at that date. If the authority to purchase the Company's Ordinary shares was exercised in full, these options and PSP awards would represent 0.70% of the Company's issued Ordinary share capital. The Company has no warrants to subscribe for equity shares that are outstanding at 17th March 2016.

The 2006 Act permits certain listed companies to hold shares in treasury, as an alternative to cancelling them, following a purchase of own shares by the company. Shares held in treasury may subsequently be cancelled, sold for cash or used to satisfy share options and share awards under share plans. Once held in treasury, the company is not entitled to exercise any rights, including the right to attend and vote at meetings in respect of the shares. Further, no dividend or other distribution of the company's assets may be made to the company in respect of the treasury shares.

Any shares purchased by the Company pursuant to the authority conferred by Resolution 17 will either be cancelled and the number of shares reduced accordingly or, if the Directors think fit, they may be held as treasury shares. As at 17th March 2016, the Company held no Ordinary shares in treasury. This authority will expire on the date of the next AGM or on 9th August 2017, whichever is the earlier.

The Directors have no present intention of exercising this authority.

Action to be taken

Whether or not you are able to attend the Meeting, please complete and return the enclosed Form of Proxy so as to reach the Registrars not less than 48 hours, excluding non-business days, before the time for the Meeting. Completion and return of a Form of Proxy will not prevent you from attending and voting in person at the Meeting if you so wish.

Recommendation

Your Directors believe that all the proposals to be considered at the AGM will promote the success of the Company and are in the best interests of the Company and its shareholders as a whole and recommend shareholders to vote in favour of the Resolutions as they intend to do in respect of their own beneficial holdings which amount in aggregate to 126,816 shares (as at 17th March 2016), representing approximately 0.17% of the existing issued share capital of the Company.

Yours faithfully

Bill Whiteley

Chairman

Part II – Notice of Annual General Meeting

Notice is hereby given that the fifty-ninth Annual General Meeting of Spirax-Sarco Engineering plc will be held at Spirax-Sarco Engineering plc, Charlton House, Cheltenham, Gloucestershire GL53 8ER on 10th May 2016 at 2.00 pm to consider and, if thought fit, to pass Resolutions 1 to 15 inclusive as ordinary resolutions and Resolutions 16 and 17 inclusive as special resolutions.

Ordinary Resolutions

• 1. To receive and consider the Company's Financial Statements, the Strategic Report and the reports of the Directors of the Company and the auditor of the Company for the year ended 31st December 2015.
• 1. To receive and approve the Annual Report on Remuneration 2015 for the year ended 31st December 2015, as contained in the Company's 2015 Annual Report.
• 1. To declare a final dividend for the year ended 31st December 2015 of 48.2p for each Ordinary share in the capital of the Company.
• 1. To re-appoint Deloitte LLP as auditor of the Company to hold office from the conclusion of this Meeting until the conclusion of the next General Meeting at which Financial Statements are laid before the Company.
• 1. To authorise the Directors to determine the remuneration of Deloitte LLP.
• 1. To re-elect Mr W.H. Whiteley as a Director.
• 1. To re-elect Mr N.J. Anderson as a Director.
• 1. To re-elect Mr N.H. Daws as a Director.
• 1. To re-elect Mr J.L. Whalen as a Director.
• 1. To re-elect Mr J. Pike as a Director.
• 1. To re-elect Dr K. Rajagopal as a Director.
• 1. To re-elect Dr G.E. Schoolenberg as a Director.
• 1. To re-elect Mr C.G. Watson as a Director.
• 1. That:
• (a) the Directors be generally and unconditionally authorised, in accordance with Section 551 of the 2006 Act, to exercise all powers of the Company to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company (Rights) up to a maximum nominal amount of £6,589,764;
• (b) this authority shall expire at the conclusion of the next AGM of the Company after the passing of this Resolution or, if earlier, at the close of business on 9th August 2017;
• (c) the Company may, before this authority expires, make an offer or agreement which would or might require shares to be allotted or Rights to be granted after it expires and the Directors may allot shares or grant Rights in pursuance of such offer or agreement as if this authority had not expired; and
• (d) all previous unutilised authorities under Section 551 of the 2006 Act shall cease to have effect (save to the extent that the same are exercisable pursuant to Section 551(7) of the 2006 Act by reason of any offer or agreement made prior to the date of this Resolution which would or might require shares to be allotted or Rights to be granted on or after that date).
• 1. That approval be and is hereby given to the exercise by the Directors of the power conferred upon them by Article 110 of the Company's Articles of Association in respect of any dividends declared or paid in the period up to and including the date of the AGM to be held in 2021 or, if earlier, 9th May 2021 (scrip alternative).

Special Resolutions

1. That:

2. (a) the Directors be given power (subject to the passing of Resolution 14), to allot equity securities (as defined in Section 560 of the 2006 Act) for cash pursuant to the authority conferred on them by that Resolution under Section 551 of the 2006 Act and to allot equity securities as defined in Section 560(3) of the 2006 Act, (sale of treasury shares) for cash, in either case as if Section 561 of the 2006 Act did not apply to the allotment but this power shall be limited:

3. (i) to the allotment of equity securities in connection with an offer or issue of equity securities to or in favour of:
4. I. holders of Ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and
5. II. holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities;

and so that the Directors may make such exclusions or other arrangements as they consider expedient in relation to treasury shares, fractional entitlements, record dates, shares represented by depositary receipts, legal or practical problems under the laws in any territory or the requirements of any relevant regulatory body or stock exchange or any other matter; and

• (ii) to the allotment of equity securities pursuant to the authority granted under Resolution 14 and/or by virtue of Section 560(3) of the 2006 Act (in each case otherwise than under (i) above) up to a maximum nominal amount of £988,465;
• (b) this power shall expire at the conclusion of the next AGM of the Company after the passing of this Resolution or, if earlier, at the close of business on 9th August 2017;
• (c) all previous unutilised authorities under Sections 570 and 573 of the 2006 Act shall cease to have effect; and
• (d) the Company may, before this power expires, make an offer or agreement which would or might require equity securities to be allotted after it expires and the Directors may allot equity securities in pursuance of such offer or agreement as if this power had not expired.
• 1. That, in accordance with the 2006 Act, the Company be and is hereby unconditionally and generally authorised to make market purchases (as defined in Section 693 of the 2006 Act) of Ordinary shares in the capital of the Company on such terms and in such manner as the Directors may determine, provided that:
• (a) the maximum number of shares which may be purchased under this authority is 7,342,880 (representing approximately 10% of the Company's issued Ordinary share capital at 17th March 2016 (being the latest practicable date prior to publication of this Notice of AGM));
• (b) the minimum price (excluding expenses) which may be paid for each share purchased under this authority is 2612/13p;
• (c) the maximum price (excluding expenses) which may be paid for a share purchased under this authority shall be not more than the higher of an amount equal to 5% above the average of the middle market quotations of the Company's Ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased and the amount stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003;
• (d) this authority shall expire at the conclusion of the next AGM of the Company after the passing of this Resolution, or at close of business on 9th August 2017, whichever is earlier, unless such authority is renewed prior to such time;
• (e) the Company may make a contract or contracts to purchase Ordinary shares under this authority before its expiry which will or may be executed wholly or partly after the expiry of this authority and may make a purchase of Ordinary shares in pursuance of such contract; and
• (f) all existing authorities for the Company to make market purchases of Ordinary shares are revoked, except in relation to the purchase of shares under a contract or contracts concluded before the date of this Resolution and which has or have not yet been executed.

By order of the Board

A J Robson

General Counsel and Company Secretary 18th March 2016

Registered office: Charlton House Cirencester Road Cheltenham Glos. GL53 8ER

Registered in England No. 596337

Notes

• 1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy to exercise all or any of his/her rights to attend and to speak and vote instead of him/her. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a member of the Company.
• 1. Any shareholder with more than one ordinary shareholding registered in his/her name should receive only one copy of the Annual Report and one Form of Proxy. The Form of Proxy will be valid in respect of all his/her holdings. If you do not have a Form of Proxy and believe you should have one, or if you require additional Forms, please contact the Company's Registrars, Equiniti on 0371 384 2349* (UK) or +44(0)121 415 7047 (overseas). (*Lines are open from 8.30 am to 5.30 pm, Monday to Friday, excluding UK public holidays.)
• 1. The Company specifies that only those shareholders entered on the Company's register of members at 6.00 pm on 6th May 2016 or, if the meeting is adjourned, on the Company's register of members at 6.00 pm two business days before the adjourned meeting, shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to the entries on the Company's register of members after 6.00 pm on 6th May 2016 or, if the meeting is adjourned, at 6.00 pm two business days before the adjourned meeting, shall be disregarded in determining the rights of any person to attend or vote at the meeting.
• 1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of the same powers as the corporation could exercise if it were an individual member provided that they do not do so in relation to the same shares.
• 1. A member attending the meeting has the right to ask questions relating to the business being dealt with at the meeting in accordance with Section 319A of the 2006 Act. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
• 1. It is possible that, pursuant to requests made by members of the Company under Section 527 of the 2006 Act, the Company may be required to publish on its website a statement setting out any matter relating to: (i) the audit of the Company's Financial Statements (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid. The Company may not require the members requesting such website publication to pay its expenses in complying with Sections 527 and 528 of the 2006 Act and it must forward the statement to the Company's auditor no later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under Section 527 of the 2006 Act to publish on its website.
• 1. Copies of the register of Directors' interests in the share capital of the Company, all service agreements under which Directors of the Company are employed by the Company or any of its subsidiaries and the Non-Executive Directors' letters of appointment are available for inspection at the Company's registered office during business hours on any weekday (Saturdays, Sundays and public holidays excluded) from the date of this Notice until the conclusion of the AGM and will also be available for inspection at the place of the meeting from 15 minutes before it is held until its conclusion.
• 1. Shareholders (and any proxies or representatives they appoint) agree, by attending the Meeting, that they are expressly requesting and that they are willing to receive any communications (including communications relating to the Company's securities) made at the Meeting.
• 1. A copy of this Notice has been sent for information only to persons who have been nominated by a member to enjoy information rights under Section 146 of the Companies Act 2006. The right to appoint proxies does not apply to persons nominated to receive information rights under Section 146 of the 2006 Act. Persons nominated to receive information rights under Section 146 of the 2006 Act who have been sent a copy of this Notice of Meeting are hereby informed, in accordance with Section 149(2) of the 2006 Act, that they may have a right under an agreement with the registered member by whom they were nominated to be appointed, or to have someone else appointed, as a proxy for this Meeting. If they have no such right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the member as to the exercise of voting rights. Nominated persons should contact the registered member by whom they were nominated in respect of these arrangements.
• 1. The issued share capital of the Company as at 17th March 2016 (being the latest practicable date prior to the publication of this Notice) was 73,428,801 Ordinary shares, carrying one vote each. The Company holds no Ordinary shares in treasury. The Company holds 147,212 shares in the Spirax-Sarco Employee Benefit Trust. The total number of voting rights in the Company as at 17th March 2016 was 73,428,801.
• 1. In accordance with Section 311A of the 2006 Act, the contents of this Notice, details of the total number of shares in respect of which members are entitled to exercise voting rights at the AGM, the total voting rights members are entitled to exercise at the AGM and, if applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the date of this Notice can be found at www.spiraxsarcoengineering.com.

Guidance notes for completion of the Form of Proxy

• 1. If you wish to appoint a proxy to attend and to speak and vote on your behalf, please complete the enclosed Form of Proxy and return it, together with any power of attorney or other authority (or a duly certified copy of such power or authority) under which it is executed by one of the following methods:
• In hard copy form by post, by courier or by hand to the Company's Registrars, Equiniti; or
• In the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in notes 19 to 22 below, so as to be received no later than 2.00 pm on 6th May 2016.

Electronic Appointment of Proxies

• 1. As an alternative to completing the hard copy Form of Proxy, you can appoint a proxy electronically by logging on to www.sharevote.co.uk. You will need to have available the 25-digit number made up of your Voting ID, Task ID and Shareholder Reference Number printed on your Form of Proxy. Full details of the procedure are given on the website. Your electronic proxy appointment and/or voting instructions must be received no later than 2.00 pm on 6th May 2016.
• 1. You can appoint the Chairman of the Meeting, or any other person, as your proxy. If you wish to appoint someone other than the Chairman, cross out the words 'the Chairman of the Meeting or' on the Form of Proxy and insert the name of your proxy in the box provided.
• 1. You can instruct your proxy how to vote on each Resolution by placing an 'X' in the For, Against or Vote Withheld boxes, as appropriate. If you do not indicate on the Form of Proxy how your proxy should vote, he/she can exercise his/her discretion as to whether, and if so how, he/she votes on each Resolution, as he/she will do in respect of any other business which may properly come before the Meeting.
• 1. You must sign and date the Form of Proxy in the boxes provided. In the case of joint shareholders, only one need sign the Form of Proxy. The vote of the senior joint shareholder will be accepted to the exclusion of the votes of the other joint shareholders. For this purpose, seniority will be determined by the order in which the names of the shareholders appear in the register of members in respect of the joint shareholding. If the Form of Proxy is signed by someone else on behalf of the registered holder(s), the appropriate power of attorney or other authority (or a duly certified copy of such power or authority) under which it is executed must be returned with the Form of Proxy.
• 1. A corporation should execute the Form of Proxy under its common seal or otherwise in accordance with Section 44 of the Companies Act 2006 or by signature on its behalf by a duly authorised officer or attorney whose power of attorney or other authority should be returned with the Form of Proxy.
• 1. To change your proxy instructions you may return a new proxy appointment using the methods set out above. Where you have appointed a proxy using the hard copy Form of Proxy and would like to change the instructions using another hard copy Form of Proxy, please contact Equiniti on 0371 384 2349* (UK) or + 44(0)121 415 7047 (overseas). The deadline for receipt of proxy appointments (see above) also applies in relation to amended instructions. Where two or more valid separate appointments of proxy are received in respect of the same share in respect of the same Meeting, the one which is last sent shall be treated as replacing and revoking the other or others. (*Lines are open from 8.30 am to 5.30 pm, Monday to Friday, excluding UK public holidays.)
• 1. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual on the Euroclear website (www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
• 1. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID number - ID RA19) by the latest time(s) for receipt of proxy appointments specified in the Notice of Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
• 1. CREST members and, where applicable, their CREST sponsor, or voting service provider(s) should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsor or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
• 1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 1. You may not use any electronic address provided in this Notice of Meeting to communicate with the Company for any purposes other than those expressly stated.