Weir Group Inc. — AGM Information 2017

Mar 13, 2017

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")

Form of Proxy - Annual General Meeting to be held on 27 April 2017

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 opposite and agree to certain terms and conditions.

View the Annual Report online: www.annualreport.weir

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 25 April 2017 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.

Control Number: 914224

PIN: SRN:

• 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.
• 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.
• 7. Any alterations made to this form should be initialled.
• 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

All Named Holders

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).

			*
	Glasgow, G2 1RW on 27 April 2017 at 2.30pm, and at any adjourned meeting.				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,
	* 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 inside the box as shown in this example.
	Ordinary Resolutions	For	Against	Vote Withheld	Vote For Against Withheld
1.	To receive and adopt the report and financial statements.				11. To re-elect Sir Jim McDonald as a Director of the Company.
2.	To declare a final dividend.				12. To re-elect Richard Menell as a Director of the Company.
3.	To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy).				13. To re-elect John Mogford as a Director of the Company.
4.	To approve the Directors' Remuneration Policy.				14. To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company.
5.	To elect John Heasley as a Director of the Company.				15. That the Company's Audit Committee be authorised to determine the remuneration of the Auditors.
6.	To re-elect Charles Berry as a Director of the Company.				16. To renew the Directors' general power to allot shares.
7.	To re-elect Jon Stanton as a Director of the Company.				Special Resolutions 17. To partially disapply the statutory pre-emption provisions.
8.	To re-elect Alan Ferguson as a Director of the Company.				18. To partially disapply the statutory pre-emption provisions in connection with an acquisition or specified capital investment.
9.	To re-elect Melanie Gee as a Director of the Company.				19. To renew the Company's authority to purchase its own shares.
	10. To re-elect Mary Jo Jacobi as a Director of the Company.				20. To reduce the notice period for general meetings.

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

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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).

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Computershare

ATTENDANCE CARD - DO NOT SEND BACK Please bring this card with you to the meeting and present it at Shareholder Registration/Accreditation

The Chairman of THE WEIR GROUP PLC (the "Company") invites you to attend the Annual General Meeting of the Company to be held at the offices of The Weir Group PLC, 1 West Regent Street, Glasgow, G2 1RW on 27 April 2017 at 2.30pm.

Shareholder Reference Number

AGM information

Time

2.30pm. Please arrive no later than 2.15pm for registration.

Refreshments

Refreshments will be made available in the reception area before the AGM and after the business of the AGM has concluded.

Venue

The meeting will be held at the offices of the Company, 1 West Regent Street, Glasgow, G2 1RW (tel: 0141 308 3771).

Transport and directions to the venue

The nearest train stations are Queen Street Station and Central Station.

There are three multi-storey car parks located approximately 600m from the building: Q Park on Sauchiehall Street (377 spaces), Concert Square Car Park (698 spaces), and City Park on Cambridge Street (812 spaces).

The area immediately around 1 West Regent Street is subject to a controlled parking zone.

Please bring this card with you to the AGM.

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Poll Card

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DO NOT SEND BACK Please bring this card with you to the meeting and present

it at Shareholder Registration/Accreditation

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

Please use a black pen. Mark with an X inside the box as shown in this example.

	Ordinary Resolutions	For	Vote Against Withheld
1.	To receive and adopt the report and financial statements.
2.	To declare a final dividend.
3.	To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy).
4.	To approve the Directors' Remuneration Policy.
5.	To elect John Heasley as a Director of the Company.
6.	To re-elect Charles Berry as a Director of the Company.
7.	To re-elect Jon Stanton as a Director of the Company.
8.	To re-elect Alan Ferguson as a Director of the Company.
9.	To re-elect Melanie Gee as a Director of the Company.
10.	To re-elect Mary Jo Jacobi as a Director of the Company.

11.	To re-elect Sir Jim McDonald as a Director of the Company.	For	Vote Against Withheld
12.	To re-elect Richard Menell as a Director of the Company.
	13. To re-elect John Mogford as a Director of the Company.
	14. To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company.
15.	That the Company's Audit Committee be authorised to determine the remuneration of the Auditors.
	16. To renew the Directors' general power to allot shares.
	Special Resolutions 17. To partially disapply the statutory pre-emption provisions.
18.	To partially disapply the statutory pre-emption provisions in connection with an acquisition or specified capital investment.
19.	To renew the Company's authority to purchase its own shares.
	20. To reduce the notice period for general meetings.

Signature

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.