Spirax-Sarco Engineering PLC

Proxy Solicitation & Information Statement • Mar 22, 2013

Spirax-sarco engineering plc annual general meeting – 9TH MAY 2013 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 9th May 2013 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: ✘

Resolutions			For	Against	Vote withheld
	1 To receive the Annual Report and Accounts
2	To approve the Remuneration Report
	3 To declare a final dividend
4	To re-appoint KPMG Audit Plc as auditor of the Company
		5 To authorise the Directors to determine the auditor's remuneration
	6 To re-elect Mr W H Whiteley as a Director
	7 To re-elect Mr M E Vernon as a Director
	8 To re-elect Mr G R Bullock as a Director
	9 To re-elect Mr D J Meredith as a Director
	10 To re-elect Dr K Rajagopal as a Director
	11 To elect Dr G E Schoolenberg as a Director
	12 To re-elect Mr C G Watson as a Director
	13 To re-elect Mr N H Daws as a Director
	14 To re-elect Mr N J Anderson as a Director
	15 To re-elect Mr J L Whalen as a Director
	16 To authorise the Directors to allot shares
		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 2018 or, if earlier, 8th May 2018
		18 To declare a special dividend and approve a share consolidation
	19 To disapply statutory pre-emption rights
	20 To authorise the Company to purchase its own shares
	General Meetings, on not less than 14 clear days' notice	21 To authorise the Company to call general meetings, other than Annual
	of the votes 'For' and 'Against' a resolution.	** This is not a vote in law and will not be counted in the calculation of the proportion
Dated		Signature

A Spirax-Sarco Engineering plc ttendance card Annual General Meeting

Spirax-Sarco Engineering plc to be held at:

(Tel: 01242 521361) Charlton House, Cheltenham, Gloucestershire, GL53 8ER

Thursday 9th May 2013 at 2.00 pm

on

If you come to the meeting please sign this card and bring it with you. You will be asked to produce it to show that you have the right to attend, speak and vote.

Signature

Directions by road:-

From A40:

Road. 400 yds on your left is Spirax Sarco. Follow signs for AGM parking. roundabout into Lyefield Road West and right at traffic signals into Cirencester to road junction traffic signals. Turn left into Copt Elm Road, right at mini After passing Cheltenham boundary sign, continue approximately ¾ mile

From M5 North:

(signposted Oxford). on right). Keep in left-hand lane, take first exit (virtually straight) – A436 dual carriageway and continue up hill to roundabout (Air Balloon pub Leave motorway at J11A (signposted Cirencester/London) to join A417

signals, 400 yds on your left is Spirax Sarco. Follow signs for AGM parking. Lilleybrook Golf Club and Barceló Cheltenham Park Hotel. Continue over traffic over next mini roundabout towards Cheltenham/Charlton Kings. Down hill past Continue on this road to a mini roundabout take first exit left and straight

From M5 South:

(signposted Oxford). As for M5 North. pub on right). Keep in left-hand lane, take first exit (virtually straight) – A436 join A417 dual carriageway and continue up hill to roundabout (Air Balloon hand lane on slip road towards Cirencester. At roundabout take first exit to Leave motorway at J11A (signposted Gloucester/Cirencester) stay in right-

From Cirencester:

Follow A417 until you reach roundabout (Air Balloon pub on left).

Take second exit – A436 (signposted Oxford). As for M5 North.

TEAR HERE

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 6DA 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 form(s) of proxy may be obtained by contacting the Registrar's 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. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement. 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 plus network extras, 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 an 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.

Equiniti Limited

Aspect House

Spencer Road

Lancing

BN99 6ZX