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Spirax-Sarco Engineering PLC — Proxy Solicitation & Information Statement 2026
Apr 8, 2026
5321_agm-r_2026-04-08_2b43b081-5632-46dd-92f3-c5718785c927.pdf
Proxy Solicitation & Information Statement
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Spirax Group
Spirax Group plc
Annual General Meeting – 13 May 2026
Form of proxy
Shareholder Reference Number
I/We the undersigned, being a member/members of the above named Company, hereby appoint the Chair 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 13 May 2026 and at any adjournment thereof.
☐ Please tick here if this proxy appointment is one of multiple appointments being made.
Please indicate below how you wish your votes to be cast; otherwise your proxy will vote or abstain from voting at their 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 and the Auditor's Report for the year ended 31 December 2025 | ☐ | ☐ | ☐ |
| 2. To approve the Company's Remuneration Policy | ☐ | ☐ | ☐ |
| 3. To approve the Annual Report on Remuneration for the year ended 31 December 2025 | ☐ | ☐ | ☐ |
| 4. To declare a final dividend for the year ended 31 December 2025 of 121.1 pence per share | ☐ | ☐ | ☐ |
| 5. To reappoint Deloitte LLP as Auditor of the Company | ☐ | ☐ | ☐ |
| 6. To authorise the Audit and Risk Committee to determine the Auditor's remuneration | ☐ | ☐ | ☐ |
| 7. To re-elect Tim Cobbold as a Director | ☐ | ☐ | ☐ |
| 8. To re-elect Nimesh Patel as a Director | ☐ | ☐ | ☐ |
| 9. To re-elect Louisa Burdett as a Director | ☐ | ☐ | ☐ |
| 10. To elect Maria Antoniou as a Director | ☐ | ☐ | ☐ |
| 11. To re-elect Angela Archon as a Director | ☐ | ☐ | ☐ |
| 12. To re-elect Constance Baroudel as a Director | ☐ | ☐ | ☐ |
| 13. To re-elect Peter France as a Director | ☐ | ☐ | ☐ |
| 14. To re-elect Richard Gillingwater as a Director | ☐ | ☐ | ☐ |
| 15. To re-elect Caroline Johnstone as a Director | ☐ | ☐ | ☐ |
| 16. To elect Andrew Kemp as a Director | ☐ | ☐ | ☐ |
| 17. To authorise the Directors to make political donations or incur political expenditure | ☐ | ☐ | ☐ |
| 18. 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 2029 or, if earlier, 30 June 2029 | ☐ | ☐ | ☐ |
| 19. To authorise the Directors to allot shares | ☐ | ☐ | ☐ |
| 20. To approve the rules of the Spirax Group Share Award Plan and to authorise the Directors of the Company to establish further plans based on the Spirax Group Share Award Plan | ☐ | ☐ | ☐ |
| 21. To disapply statutory pre-emption rights (general authority) | ☐ | ☐ | ☐ |
| 22. To disapply statutory pre-emption rights (additional authority) | ☐ | ☐ | ☐ |
| 23. To authorise the Company to purchase its own shares | ☐ | ☐ | ☐ |
| 24. To authorise a shorter notice period for general meetings | ☐ | ☐ | ☐ |
- For the appointment of more than one proxy, please refer to Part IV in the Circular.
** A 'Vote withheld' 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.
For up to date information, please refer to our website: spiraxgroup.com/egm-notices
TEAR HERE
Spirax Group plc
Attendance card
Annual General Meeting
To be held at:
Charlton House, Cirencester Road, Cheltenham,
Gloucestershire GL53 8ER, on Wednesday 13 May 2026 at
3.00 pm.
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
Shareholder
Reference Number
To be held at:
Charlton House, Cirencester Road, Cheltenham,
Gloucestershire GL53 8ER, on Wednesday 13 May 2026 at
3.00 pm.
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.
Freepost RTH3-CLLL-KBKU
Equiniti
Aspect House
Spencer Road
LANCING
BN99 8LU
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 Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 8LU 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 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.
- Electronic Proxy Appointment (EPA) is available for this meeting. To use this facility you must visit www.shareview.co.uk where details of the procedure are shown. The Shareholder Reference Number shown overleaf will be required to complete the procedure. EPA will not be valid if received after 3.00 pm on Monday 11 May 2026 and will not be accepted if found to contain a computer virus.
If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 3.00 pm on Monday 11 May 2026 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
(b) To appoint more than one proxy, (an) additional form(s) of proxy may be obtained by contacting the Registrar's helpline on +44 (0) 371 384 2349 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.
(* Lines are open from 8.30 am to 5.30 pm, Monday to Friday, excluding public holidays in England and Wales.)
(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 their own proxy by inserting the name of their choice in the appropriate space. A proxy need not be a member of the Company.