Spirax-Sarco Engineering PLC

Proxy Solicitation & Information Statement • Mar 23, 2011

Spirax-sarco engineering plc annual general meeting – 10th may 2011 form of proxy

I/We the undersigned, being a member/members of the above named Company, hereby appoint the Chairman

of the Meeting or * as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the Annual General Meeting of the Company to be held on 10th May 2011 and at any adjournment thereof. Please tick here if this proxy appointment is one of multiple appointments being made. *For the appointment of more than one proxy, please refer to note 1 on the Notice of Meeting.

Please indicate below how you wish your votes to be cast, otherwise your proxy will vote or abstain from voting at his/her discretion. If you wish your proxy to abstain from voting on any resolution, you should complete the 'Vote Withheld' column**. On any other business arising at the Meeting (including any motion to amend a resolution or to adjourn the Meeting) the proxy will vote or abstain at his/her discretion.

Please indicate your vote by marking the appropriate boxes in black ink like this: ✗

				Vote
Resolutions		For	Against	withhe ld
1	To receive the Directors' Report and Accounts
2	To approve the Directors' Remuneration Report
3	To declare a final dividend
4	To declare a special final dividend
5	To re-elect Mr W H Whiteley as a Director
6	To re-elect Mr M E Vernon as a Director
7	To re-elect Mr N H Daws as a Director
8	To re-elect Mr M E Gibbin as a Director
9	To re-elect Mr D J Meredith as a Director
10	To re-elect Mr A J Scrivin as a Director
11	To re-elect Mr G Bullock as a Director
12	To re-elect Dr K Rajagopal as a Director
13	To re-elect Mr C G Watson as a Director
14	To re-appoint KPMG Audit Plc as auditor of the Company and to authorise
	the Directors to determine their remuneration
15	To authorise the Directors to allot shares
16	To authorise the Directors to allot equities
17	To authorise the Directors to approve the issue of shares in lieu of cash
	dividends in respect of the period up to and including the date of the Annual
	General Meeting to be held in 2016 or, if earlier, 9th May 2016
18	To authorise the Company to purchase its own shares
19	To authorise the Company to call general meetings, other than Annual
	General Meetings, on not less than 14 clear days' notice
	** This is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

Dated Signature

TEAR HERE

approximately 2 miles branch left signposted Stroud/ Follow A417 until you reach the Air Balloon pub and From Cirencester: hand side. on left. The hotel is approximately 250 yards on the left on A46 for about quarter of a mile, go past Garden Centre

Junction, turn right onto the A46 towards Stroud. Keep At top of slip road which is signposted Shurdington Road at the first exit signposted A46 Cheltenham and Stroud. M5 Junction 11a. Follow signs to Cirencester A417. Leave

on the left hand side. Garden Centre on left. The hotel is approximately 250 yards Cheltenham. Take first exit onto A46 Stroud. Go past the roundabout. Take first exit signposted Gloucester. After

Attendance card Spirax-Sarco Engineering plc

Annual General Meeting to be held at:

The Cheltenham Chase Hotel, Shurdington Road, Brockworth, Gloucestershire, GL3 4PB

(Tel: 01452 519988)

on Tuesday 10th May 2011 at 2.00 pm If you come to the meeting please sign this

card and bring it with you. You will be asked to and vote. produce it to show that you have the right to attend, speak

Signature

From A40 (Oxford): Directions by road:-

Centre on left. The hotel is approximately 250 yards on the left of the slip road turn left onto A46 Stroud. Go past the Garden Exit onto the A46 signposted Stroud/Cheltenham. At the top onto the A436 to Gloucester. This will lead you to the A417. A40 to Cheltenham, before reaching Cheltenham turn left

From M5:

hand side.

Notes

(a) This form of proxy, together with the power of attorney, or other authority, if any, under which it is signed or a notarially certified copy of any such power of attorney must be received by the Company's Registrar, Equiniti, Aspect House, Spencer Road, Lancing BN99 6ZX at least 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Any alteration to these instructions should be initialled. Please detach the form of proxy before posting.

Alternatively CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual on the Euroclear website (www.euroclear.com/CREST). 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.

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.

• (b) To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrars helpline on 0871 384 2349* (UK) or +44 (0)121 415 7047 (overseas) or you may photocopy this form. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in an envelope. (*Calls to this number cost 8p per minute from a BT landline, other providers' costs may vary. Lines are open from 8.30 am to 5.30 pm Monday to Friday.)
• (c) If the appointer is a corporation this form of proxy should be executed under its common seal or under the hand of some officer or attorney duly authorised.
• (d) In the case of joint holders the signature of the senior who tenders a vote will be taken to the exclusion of all others.
• (e) A member may appoint his/her own proxy by inserting the name of his/her choice in the appropriate space. A proxy need not be a member of the Company.
• (f) Completion and return of the form of proxy or appointing a proxy through CREST will not prevent you from attending and voting at the meeting instead of your proxy, if you so wish.

RESPONSE LICENCE No. 1 RESPONSE LICENCE NO. SEA 10855

NAT6511

The Causeway Lloyds TSB Registrars (BN996NB1AF) Spencer Road Equiniti L Spencer Road Aspect House Equiniti ancing BN99 6ZX

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