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Weir Group Inc. AGM Information 2016

Apr 5, 2016

5246_agm-r_2016-04-05_82183414-7110-4b8d-80b4-55be93f8cf9b.pdf

AGM Information

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All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

The Weir Group PLC Registered in Scotland No.SC002934 1 West Regent Street, Glasgow, G2 1RW (the "Company")

MR A SAMPLE < DESIGNATION> SAMPLE STREET SAMPLE TOWN SAMPLE CITY SAMPLE COUNTY AA11 1AA

Form of Proxy - Annual General Meeting to be held on 28 April 2016

Cast your Proxy online. It's fast, easy and secure! www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown

PIN: 1245 SRN: C0000000000 Control Number: 913518

View the Annual Report online: www.annualreport.weir

opposite and agree to certain terms and conditions.

Register at www.investorcentre.co.uk - elect for electronic communications and manage your shareholding online.

To be effective, all proxy appointments must be lodged with the Company's Registrar at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 26 April 2016 at 2.30pm.

Explanatory Notes:

  • 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his/her proxy to exercise all or any of his/her rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his/her discretion as to whether, and if so how, he/she votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his/her discretion as to whether, and if so how, he/she votes).
  • 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1402 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking 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 the same envelope.
  • 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that 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.

Kindly note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

  • 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
  • 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. 131145_113197_MAIL/000001/000001/SG149 000001
  • 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 1402 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.

8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

MR A SAMPLE < Designation> Additional Holder 1 Additional Holder 2 Additional Holder 3 Additional Holder 4

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

*

C0000000000

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting
entitlement* on my/our behalf at the Annual General Meeting of THE WEIR GROUP PLC to be held at the offices of The Weir Group PLC, 1 West Regent Street,
Glasgow, G2 1RW on 28 April 2016 at 2.30pm, and at any adjourned meeting.
* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
Please use a black pen. Mark with an X
For Against Vote
Withheld
inside the box as shown in this example. For Against Vote
Withheld
1. Ordinary Resolutions
To receive and adopt the report and financial
statements.
Company. 13. To re-elect John Mogford as a Director of the
2. To declare a final dividend. Company. 14. To re-elect Jon Stanton as a Director of the
3. To approve the Directors' Remuneration
Report (excluding the Directors'
Remuneration Policy).
Auditors of the Company. 15. To appoint PricewaterhouseCoopers LLP as
4. To approve the Directors' Remuneration
Policy.
the Auditors. 16. That the Company's Audit Committee be
authorised to determine the remuneration of
5. To elect Dean Jenkins as a Director of the
Company.
Remuneration Policy. 17. To approve amendments to the LTIP rules to
take account of the proposed Directors'
6. To re-elect Charles Berry as a Director of the
Company.
Director level. 18. To approve amendments to the LTIP rules in
relation to participants below Executive
7. To re-elect Keith Cochrane as a Director of
the Company.
US Sharesave Plan. 19. To approve and adopt the rules of The Weir
Group PLC 2016 UK Sharesave Scheme and
8. To re-elect Alan Ferguson as a Director of the
Company.
Dividend in place of a cash dividend. 20. To authorise the Directors to offer a Scrip
9. To re-elect Melanie Gee as a Director of the
Company.
shares. 21. To renew the Directors' general power to allot
10. To re-elect Mary Jo Jacobi as a Director of
the Company.
Special Resolutions
22. To disapply the statutory pre-emption
provisions.
11. To re-elect Sir Jim McDonald as a Director of
the Company.
23. To renew the Company's authority to
purchase its own shares.
12. To re-elect Richard Menell as a Director of the
Company.
meetings. 24. To reduce the notice period for general
I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.
Signature Date
In the case of a corporation, this proxy must be given under its
common seal or be signed on its behalf by an attorney or officer duly
authorised, stating their capacity (e.g. Director, Secretary).

H 6 7 9 7 0 P WE

Additional Holders:

ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4

M A L

Poll Card

DO NOT SEND BACK

To be completed only at the Annual General Meeting if a Poll is called.

Please bring this card with you to the meeting and present it at Shareholder Registration/Accreditation

a black pen. Mark with an X inside the box as shown in this example. $ \boldsymbol{\mathsf{x}} $
Ordinary Resolutions
1. To receive and adopt the report and financial
statements.
Withheld 13. To re-elect John Mogford as a Director of the
Company.
For Vote
Against Withheld
2. To declare a final dividend. 14. To re-elect Jon Stanton as a Director of the Company.
3. To approve the Directors' Remuneration Report
(excluding the Directors' Remuneration Policy).
15. To appoint PricewaterhouseCoopers LLP as Auditors
of the Company.
To approve the Directors' Remuneration Policy. 16. That the Company's Audit Committee be authorised to
determine the remuneration of the Auditors.
5. To elect Dean Jenkins as a Director of the Company. 17. To approve amendments to the LTIP rules to take
account of the proposed Directors' Remuneration
Policy.
6. To re-elect Charles Berry as a Director of the
Company.
18. To approve amendments to the LTIP rules in relation
to participants below Executive Director level.
7. To re-elect Keith Cochrane as a Director of the
Company.
19. To approve and adopt the rules of The Weir Group PLC
2016 UK Sharesave Scheme and US Sharesave Plan.
8. To re-elect Alan Ferguson as a Director of the
Company.
20. To authorise the Directors to offer a Scrip Dividend in
9. To re-elect Melanie Gee as a Director of the Company. place of a cash dividend.
21. To renew the Directors' general power to allot shares.
10. To re-elect Mary Jo Jacobi as a Director of the
Company.
Special Resolutions
22. To disapply the statutory pre-emption provisions.
11. To re-elect Sir Jim McDonald as a Director of the
Company.
23. To renew the Company's authority to purchase its own
12. To re-elect Richard Menell as a Director of the
Company.
shares.
24. To reduce the notice period for general meetings.

In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.

Signature