Weir Group Inc. — AGM Information 2018

Dec 31, 2018

The Weir Group PLC

NOTICE OF ANNUAL GENERAL MEETING 2019

Tuesday 30 April 2019 at 2.30pm 1 West Regent Street, Glasgow, G2 1RW

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all your shares in The Weir Group PLC, you should at once forward this document and the accompanying proxy card to the purchaser or transferee, or to the bank or stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

Letter to Shareholders

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

18 March 2019

Dear Shareholder

Annual General Meeting 2019

I am writing to invite you to our 2019 Annual General Meeting, which will be held at our Head Office at 1 West Regent Street, Glasgow, on Tuesday 30 April 2019 at 2.30pm. Whether or not you are able to attend the Annual General Meeting, please complete and return the enclosed proxy card. Further information on the ways you can appoint a proxy is given in note 5 to the Notice of Annual General Meeting on page 9. Completion and return of a proxy card will not prevent you from attending and voting in person at the Annual General Meeting.

The consideration of resolutions at the Annual General Meeting is important. Your Directors believe that it is essential that the voting intentions of all shareholders are taken into account, not just those who are able to attend the Annual General Meeting. It is for this reason that Resolution 1 to 22 at the Annual General Meeting are voted on by way of a poll rather than a show of hands, as this allows the votes of all shareholders to be counted. Shareholders (or their duly appointed proxies) attending the Annual General Meeting will still have the opportunity to ask questions and vote on each resolution.

The Notice for this year's Annual General Meeting is contained on pages 6 to 8 of this document. The purpose of this letter is to provide some background to the business to be transacted at the Annual General Meeting. Resolutions 1 to 18 inclusive are proposed as ordinary resolutions, while Resolutions 19 to 22 inclusive are proposed as special resolutions.

The 2018 Annual Report (Resolution 1)

Shareholders are being asked to receive the Annual Report and Financial Statements for the year ended 31 December 2018 (the '2018 Annual Report').

Final Dividend (Resolution 2)

Subject to shareholder approval, a final dividend of 30.45p per ordinary share will be paid on 6 June 2019 to all shareholders who are on the register of members of the Company on 26 April 2019.

Remuneration Report (Resolution 3)

Shareholders are invited to approve the Directors' Remuneration Report which is contained in the 2018 Annual Report on pages 107 to 113. The report gives details of the directors' remuneration for the year ended 31 December 2018. In line with relevant legislation, this vote will be advisory and does not affect the future remuneration paid to any Director.

At the 2018 Annual General Meeting, the Directors' Remuneration Policy was approved by shareholders. The Directors' Remuneration Policy is not therefore required to be approved at this year's Annual General Meeting. The policy will be put to shareholders again no later than the Annual General Meeting in 2021.

Amendment to the New Employee Share Plans (Resolution 4)

At last year's Annual General Meeting, shareholders approved the adoption of a new Share Reward Plan and All-Employee Share Ownership Plan, details of which (including the Remuneration Committee's rationale for recommending the adoption of those new plans) were set out in the letter from the Chair of the Remuneration Committee on pages 95 to 97 of the 2017 Annual Report. A description of the principal terms of each of the new plans was also set out in Appendix 2 to the 2018 Notice of Annual General Meeting.

The Company has been advised that an amendment to those plans is now necessary in order to comply with Californian securities laws. Under those laws the plan must provide for awards to be granted and for shares to be delivered to participants no later than ten years from the earlier of the date of adoption of the plan or shareholder approval. Whilst shareholders approved the plans for a ten year period, the rules do not currently require awards for Californian residents to also be satisfied within that ten year period. Californian securities laws also require

Letter to Shareholders continued

approval from shareholders of the terms of the plans as amended. The Company is therefore seeking re-approval of the plans in accordance with Californian securities law provisions. Although the plans are being reapproved, there is no proposed change to the original ten year life of the plans.

Election and Re-Election of the Board (Resolutions 5 to 15)

Cal Collins and Engelbert Haan have been appointed as Directors since last year's Annual General Meeting. The skills and experience that Cal and Engelbert bring to the Board are outlined in Appendix 1 to the Notice of Annual General Meeting.

In accordance with the UK Corporate Governance Code all our Directors are offering themselves for election or re-election at the Annual General Meeting.

Separate resolutions will be proposed for each Director's election or re-election. The Board Effectiveness Review conducted during 2018 (as explained in more detail on page 77 of the 2018 Annual Report) concluded that each Director makes a positive and effective contribution to the Board and demonstrates commitment to the role. The Board has considered whether each of the independent Non-Executive Directors is free from any relationship that could materially interfere with the exercise of his or her independent judgement and has determined that each continues to be considered to be independent. Biographies of all the Directors standing for election or re-election, including their contribution to the Company, are set out in Appendix 1 to the Notice of Annual General Meeting, in the 2018 Annual Report and on the Company's website www.global.weir.

Re-Appointment of Auditors and Determining the Auditors' Remuneration (Resolutions 16 and 17)

Resolution 16 seeks to re-appoint PricewaterhouseCoopers LLP as the Company's auditors to hold office until the conclusion of the next Annual General Meeting of the Company at which accounts are laid, while resolution 17 authorises the Company's Audit Committee to determine the auditors' remuneration.

Authority to Allot Shares (Resolution 18)

Under section 551 of the Companies Act 2006, the Directors may only allot shares or grant rights to subscribe for or convert any securities into shares if authorised to do so by shareholders. The Investment Association ('IA') guidelines on Directors' authority to allot shares state that IA members will regard as routine resolutions seeking authority to allot shares representing up to two-thirds of a company's issued share capital. In accordance with IA guidelines, one half of that section 551 authority (equal to one third of the Company's issued ordinary share capital, excluding treasury shares, as at 13 March 2019 being the latest practicable date prior to publication of the Notice of Annual General Meeting (the 'Latest Practicable Date')) will only be applied (if at all) to fully pre-emptive rights issues. In light of these guidelines, this resolution will, if passed, authorise the Directors to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares up to an aggregate nominal amount of £21,625,171 (representing 173,001,368 ordinary shares of 12.5p each) such amount being equal to approximately two-thirds of the issued ordinary share capital of the Company as at the Latest Practicable Date. In accordance with the IA guidelines one half of the section 551 authority sought (equal to one-third of the Company's issued ordinary share capital as at the Latest Practicable Date) will only be applied (if at all) to fully pre-emptive rights issues.

As at the Latest Practicable Date, 111,465 ordinary shares were held by the Company in treasury, which figure represents approximately 0.04% of the total issued share capital of the Company (excluding shares held in treasury) as at that date.

The authority sought under this resolution will expire at the conclusion of the next Annual General Meeting of the Company or on 30 July 2020, whichever is the earlier.

The Directors have no present intention to exercise the authority sought under this resolution and do not intend to issue any shares other than pursuant to The Weir Group PLC Long Term Incentive Plan 2014 (the 'LTIP'), The Weir Group Share Reward Plan 2018 (the 'SRP') or The ESCO Stock Incentive Plan 2010 (the 'ESCO Plan'); however, the Directors may consider doing so if they believe it would be appropriate in respect of business opportunities that may arise consistent with the Company's strategic objectives and consider it desirable to have the maximum flexibility permitted by corporate governance guidelines.

Letter to Shareholders continued

Partial Disapplication of Pre-emption Rights: unrestricted (Resolution 19)

The Pre-emption Group's Statement of Principles allow the authority for an issue of shares for cash otherwise than in connection with a pre-emptive offer to include: (i) an authority over 5% of a company's issued share capital for use on an unrestricted basis; and (ii) an additional authority over a further 5% of a company's issued share capital for use in connection with an acquisition or specified capital investment announced contemporaneously with the issue, or has taken place in the six month period preceding the announcement of the issue.

Resolution 19, which will be proposed as a special resolution, authorises the Directors to allot shares in the Company or to sell treasury shares without applying the statutory pre-emption provisions either in a rights issue for cash proportionate to the existing holdings of ordinary shareholders or, in any other allotment for cash or sale of treasury shares for cash, up to a maximum equal to an aggregate amount in nominal value of £1,621,887.83 which represents approximately 5% of the issued share capital of the Company (excluding shares held in treasury) as at the Latest Practicable Date and which is in line with institutional shareholder guidance and, in particular, with the Pre-emption Principles.

This resolution seeks authority to allow the Directors to make exclusions or such other arrangements as may be appropriate to resolve legal or practical problems which, for example, might arise with overseas shareholders. As specified in the resolution, the authority will only be valid until the conclusion of the next Annual General Meeting of the Company or 30 July 2020, whichever is the earlier.

Partial Disapplication of Pre-emption Rights: in Connection with an Acquisition or Specified Capital Investment (Resolution 20)

Resolution 20 will permit the Directors to allot additional equity securities up to a maximum nominal value of £1,621,887.83 , representing approximately a further 5% of the issued ordinary share capital of the Company as at the Latest Practicable Date, otherwise than in connection with a pre-emptive offer to existing shareholders for the purposes of financing or refinancing a transaction as contemplated by the Pre-emption Principles described above. The Directors believe that it is appropriate to seek this additional 5% authority in this resolution to give the Company the flexibility that this resolution affords.

The Directors confirm they intend that any use of the authority in excess of 5% of the Company's issued ordinary share capital would only be in connection with an acquisition or capital investment.

The Board confirms that, in accordance with the Pre-emption Principles, it does not intend to issue shares for cash representing more than 7.5% of the Company's issued ordinary share capital in any rolling three-year period to those who are not existing shareholders (save in connection with an acquisition or capital investment) without prior consultation with shareholders.

Authority to Purchase Own Shares (Resolution 21)

At last year's Annual General Meeting, the Company was authorised, in accordance with its Articles of Association and within institutional shareholder guidelines, to purchase its own shares. No such purchases have been made using this authority. The Directors are seeking renewal of this authority for a further year. Accordingly this resolution, which will be proposed as a special resolution, seeks authority to make market purchases up to a maximum of 25,950,205 ordinary shares (being approximately 10% of the Company's issued share capital as at the Latest Practicable Date, excluding shares in treasury) and specifies the maximum and minimum purchase prices for the shares. Any shares purchased by the Company under this authority would be cancelled or held as treasury shares. A maximum of 10% of the Company's issued share capital may be held as treasury shares. As at the Latest Practicable Date, there were awards outstanding to subscribe for 1.6m ordinary shares under the Company's Share Plans. If the outstanding awards were fully exercised they would represent approximately 0.6% of the issued share capital of the Company (excluding shares held in treasury). If the buyback authority was exercised in full, pursuant to this resolution, then the number of awards to subscribe for shares outstanding as at the Latest Practicable Date would represent 0.7% of the reduced share capital of the Company (excluding shares held in treasury).

This authority will expire at the conclusion of the next Annual General Meeting of the Company or on 30 July 2020, whichever is earlier. Purchases of shares either for cancellation or to be held in treasury would only be undertaken within the limits of the Company's available reserves and only if, in the opinion of the Directors, they are expected to enhance earnings per share or otherwise benefit the overall financial position of the Company.

Letter to Shareholders continued

Notice of General Meetings (Resolution 22)

Resolution 22 is a resolution to allow the Company to hold general meetings (other than annual general meetings) on 14 clear days' notice. The minimum notice period permitted by the Companies Act 2006 for general meetings is 21 clear days unless shareholders approve a shorter notice period, which cannot be less than 14 clear days (annual general meetings must always be held on at least 21 clear days' notice). The Companies Act 2006 also requires, in order for the Company to be able to call a general meeting on less than 21 clear days' notice, that it offers a facility for shareholders to vote by electronic means. This condition is met if the Company offers a facility, accessible to all shareholders, to appoint a proxy by means of a website.

The Board is confident that electronic means of voting are or can be made available to all the Company's registered shareholders. It is, therefore, proposing Resolution 22 as a special resolution to approve 14 clear days as the minimum period of notice for all general meetings of the Company other than annual general meetings.

The approval will be effective until the end of the Company's next Annual General Meeting, when it is intended that the approval be renewed. The shorter notice period would not be used as a matter of course for such meetings, but only where, taking into account the circumstances the Directors consider that the flexibility is merited by the business of the meeting and is to the advantage of shareholders as a whole.

Recommendation and Action to Be Taken

The Board believes that the attached resolutions are in the best interests of the Company and its shareholders and the Directors recommend that you give them your full support by voting in favour of the resolutions, which they intend to do in respect of their own beneficial holdings.

You will find enclosed a proxy card which you are requested to complete and return in accordance with the instructions printed thereon as soon as possible, but in any event to be received not less than 48 hours before the Annual General Meeting. The return of the proxy card or the appointment of a proxy by electronic means will not preclude you from attending the Annual General Meeting and voting in person if you wish to do so.

Charles Berry Chairman

Notice of Annual General Meeting

Notice is hereby given that the one hundred and twenty-fifth Annual General Meeting of The Weir Group PLC (the 'Company') will be held at the Company's Head Office, 1 West Regent Street, Glasgow, G2 1RW, on 30 April 2019 at 2.30pm for the purpose of transacting the following business:

To consider and, if thought fit, pass resolutions 1 to 18 inclusive as ordinary resolutions and resolutions 19 to 22 inclusive as special resolutions:

• 1. That the audited financial statements of the Company for the year ended 31 December 2018, and the Reports of the Directors and Auditors of the Company thereon, be received.
• 1. That a final dividend for the year ended 31 December 2018 of 30.45p per ordinary share of 12.5p each in the capital of the Company, payable on 6 June 2019 to those shareholders on the register of members of the Company at the close of business on 26 April 2019, be declared.
• 1. That the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) contained on pages 107 to 113 of the Annual Report and Financial Statements of the Company for the year ended 31 December 2018 be approved.
• 1. That the amendments to The Weir Group Share Reward Plan and The Weir Group All-Employee Share Ownership Plan as detailed in the marked-up versions of the rules produced to the Meeting (and, for the purposes of identification, are signed by the Chairman) be approved and that the plans be re-approved.
• 1. That Engelbert Haan be elected as a Director of the Company.
• 1. That Cal Collins be elected as a Director of the Company.
• 1. That Clare Chapman be re-elected as a Director of the Company.
• 1. That Barbara Jeremiah be re-elected as a Director of the Company.
• 1. That Stephen Young be re-elected as a Director of the Company.
• 1. That Charles Berry be re-elected as a Director of the Company.
• 1. That Jon Stanton be re-elected as a Director of the Company.
• 1. That John Heasley be re-elected as a Director of the Company.
• 1. That Mary Jo Jacobi be re-elected as a Director of the Company.
• 1. That Sir Jim McDonald be re-elected as a Director of the Company.
• 1. That Rick Menell be re-elected as a Director of the Company.
• 1. That PricewaterhouseCoopers LLP be re-appointed as auditors of the Company to hold office from the conclusion of the Annual General Meeting until the conclusion of the next general meeting at which accounts are laid before the Company.
• 1. That the Company's Audit Committee be authorised to determine the remuneration of the auditors.
• 1. That the Directors of the Company be and are hereby generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006, in substitution for all existing authorities to the extent unused, to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company:
• (a) up to an aggregate nominal amount of £10,812,585.50;
• (b) up to a further aggregate nominal amount of £10,812,585.50 provided that (i) they are equity securities (within the meaning of section 560(1) of the Companies Act 2006) and (ii) they are offered by way of a rights issue to holders of ordinary shares on the register of members at such record date as the Directors may determine where the equity securities respectively attributable to the interests of the shareholders are proportionate (as nearly as may be practicable) to the respective numbers of shares held by them on any such record date, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and

Notice of Annual General Meeting continued

• (c) provided that, the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, on 30 July 2020, save that the Company may before such expiry make any offer or agreement which would or might require equity securities to be allotted or such rights to be granted after such expiry and the Directors of the Company may allot equity securities and grant rights in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.
• 1. That if resolution 18 is passed, the Board be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:
• (a) to the allotment of equity securities or sale of treasury shares in connection with an offer of securities (but in the case of the authority granted under paragraph (b) of resolution 18 by way of rights issue only) in favour of the holders of ordinary shares on the register of members at such record dates as the Directors may determine and other persons entitled to participate therein where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on any such record dates, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of ordinary shares being represented by depositary receipts or any other matter; and
• (b) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £1,621,887.83, such authority to expire at the end of the next Annual General Meeting of the Company (or, if earlier, at the close of business on 30 July 2020) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
• 1. That if resolution 18 is passed, the Board be authorised in addition to any authority granted under resolution 19 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:
• (a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £1,621,887.83; and
• (b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-emption Rights most recently published by the Pre-emption Group prior to the date of this notice,

such authority to expire at the end of the next Annual General Meeting of the Company (or, if earlier, at the close of business on 30 July 2020) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

• 1. That the Company be generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) on the London Stock Exchange of ordinary shares of 12.5p each in the capital of the Company provided that:
• (a) the maximum aggregate number of ordinary shares hereby authorised to be purchased is 25,950,205 representing approximately 10% of the issued ordinary share capital of the Company as at 13 March 2019;
• (b) the minimum price (exclusive of expenses) which may be paid for each ordinary share is 12.5p;
• (c) the maximum price (exclusive of expenses) which may be paid for each ordinary share shall not be more than 5% above the average of the market values for an ordinary share as derived from the London Stock Exchange's Daily Official List for the five business days immediately preceding the date on which the ordinary share is purchased;

Notice of Annual General Meeting continued

• (d) unless previously renewed, varied or revoked by the Company in general meeting, the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company, or, if earlier, on 30 July 2020; and
• (e) the Company may make a contract or contracts to purchase ordinary shares under the authority conferred by this resolution prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of ordinary shares in pursuance of any such contract or contracts.
• 1. That a general meeting of the Company, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.

By order of the Board

Graham Vanhegan Company Secretary

Registered Office: 1 West Regent Street Glasgow G2 1RW Scotland

18 March 2019

Notes

• 1. To be entitled to attend and vote at the Annual General Meeting (and for the purpose of determining the number of votes they may cast), shareholders must be on the Company's register of members at 6:30pm on 26 April 2019 or, if this Annual General Meeting is adjourned, at the close of business on the day which is two days before the day of the adjourned meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote (and the number of votes they may cast) at the Annual General Meeting, or adjourned meeting.
• 1. If you are coming to the Annual General Meeting, please bring your attendance card with you. It authenticates your right to attend, speak and vote at the Annual General Meeting and will speed your admission. You may find it useful to also bring the Notice of Annual General Meeting and the 2018 Annual Report so that you can refer to them at the Annual General Meeting.

All joint shareholders may attend and speak at the Annual General Meeting. However, only the first shareholder listed on the register of members of the Company is entitled to vote. At the discretion of the Company and subject to sufficient seating capacity, a shareholder may enter with one guest, provided that the shareholder and their guest register to enter the Annual General Meeting at the same time.

All shareholders or their proxies will have the opportunity to ask questions at the Annual General Meeting. A question may not be answered at the Annual General Meeting if it is considered not to be in the interests of the Company or the good order of the Annual General Meeting, if it would involve the disclosure of sensitive information, or if the answer has already been given on a website in the form of an answer to a question. The Chairman may also nominate a representative to answer a specific question after the Annual General Meeting or refer the shareholder to the Company's website.

1. A registered shareholder entitled to vote at the Annual General Meeting is entitled to appoint a proxy or proxies (who need not be shareholders) to exercise all or any of their rights to attend, speak and vote at the Annual General Meeting. A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. Your proxy must vote as you instruct and must attend the Annual General Meeting for your vote to be counted. Unless you are appointing the Chairman as your proxy, please check with your appointed proxy prior to appointing him/her that he/she intends to attend the Annual General Meeting.

A shareholder must inform the Company in writing of any termination of the authority of a proxy.

• 1. Voting on Resolutions 1 to 22 will be conducted by way of a poll.
• 1. To appoint a proxy you may:
• (i) register the appointment of your proxy vote electronically using the internet by going to www. investorcentre.co.uk/eproxy and following the instructions provided. The proxy appointment must be received by Computershare at the address referred to on the website by 2.30pm on 28 April 2019. Please note that any electronic communication sent to the Company's Registrar in respect of the appointment of a proxy that is found to contain a computer virus will not be accepted; or
• (ii) use the proxy card enclosed with this Notice of Annual General Meeting (together with any power of attorney or other authority (if any) under which it is signed (or a duly certified copy thereof)) which should be returned direct to:

Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZY

so as to arrive no later than 2.30pm on 28 April 2019; or

• (iii) if you hold your shares in uncertificated form, utilise the CREST electronic proxy appointment service as set out overleaf.
• 1. Completion of a proxy card will not preclude a shareholder from attending and voting in person at the Annual General Meeting. A 'vote withheld' option is provided on the proxy card accompanying this Notice of Annual General Meeting which is to enable a shareholder to abstain on any particular resolution. It should be noted that an abstention is not a vote in law and will not be included in the calculation of the proportion of votes 'for' or 'against' a resolution.

Notes continued

• 1. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first named being the most senior).
• 1. To change your proxy instructions you may return a new proxy card in accordance with Note 5. Please contact the Company's Registrar, Computershare Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY if you require another proxy card. The deadline for receipt of proxy appointments (see above) also applies in relation to amended instructions. Any attempt to terminate or amend a proxy appointment received after the relevant deadline will be disregarded. Where two (or more) valid but differing appointments of proxy are received in respect of the same share(s) for use at the same meeting and in respect of the same matter, the one which is last validly received (regardless of its date or of the date of its execution or submission) shall be treated as replacing and revoking the other or others as regards the relevant share(s). If the Company is unable to determine which appointment was last validly received, none of them shall be treated as valid in respect of the relevant share(s).
• 1. The following documents will be available for inspection at the registered office of the Company during normal business hours from the date of sending this Notice of Annual General Meeting until the date of the Annual General Meeting and thereafter at the place of the Annual General Meeting for 15 minutes before the start of the Meeting until its conclusion:
• (i) copies of terms of appointment or service contracts, as appropriate, of the Directors of the Company;
• (ii) the Directors' deeds of indemnity.
• (iii) the Rules of The Weir Group Share Reward Plan; and
• (iv) the Rules of The Weir Group All-Employee Share Ownership Plan.
• 1. The Rules of The Weir Group Share Reward Plan and the Rules of the Weir Group All-Employee Share Ownership Plan shall also be available for inspection at the offices of Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG, during normal business hours from the date of sending this Notice of Annual General Meeting until the date of the Annual General Meeting.
• 1. The statement of rights of shareholders in relation to the appointment of proxies above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders.
• 1. Information regarding the Annual General Meeting including the information required by section 311A of the Companies Act 2006 is available at www.global.weir. You can contact the Company electronically by emailing investor-relations@mail.weir. Any email should be accompanied by your full name and Shareholder Reference Number as authentication.
• 1. Shareholders of the Company have the right, under section 338 of the Companies Act 2006, to require the Company to give its shareholders notice of a resolution which the shareholders wish to be moved at an Annual General Meeting of the Company.

Additionally, shareholders of the Company have the right under section 338A of the Companies Act 2006 to require the Company to include a matter (other than a proposed resolution) in the business to be dealt with at the Annual General Meeting. The Company is required to give such notice of a resolution or include such matter once it has received requests from shareholders representing at least 5% of the total voting rights of all the shareholders who have a right to vote at the Annual General Meeting or from at least 100 shareholders with the same right to vote who hold shares in the Company on which there has been paid up an average sum, per shareholder, of at least £100. This request must be received by the Company not later than six weeks before the Annual General Meeting or, if later, the time at which notice is given of the Annual General Meeting. In the case of a request relating to section 338A of the Companies Act 2006, the request must be accompanied by a statement setting out the grounds for the request.

1. Under section 527 of the Companies Act 2006, shareholders have a right to request publication of any concerns that they propose to raise at the Annual General Meeting relating to the audit of the Company's accounts (including the auditors' report and the conduct of the audit) that are to be submitted to the Annual General Meeting or any circumstances connected to the Company's auditors who ceased to hold office since the last Annual General Meeting. The Company will publish the statement if sufficient requests have been received in accordance with section 527(2) of the Companies Act 2006 which, broadly, requires a minimum of 100 shareholders holding shares in the Company on which there has been paid up an average sum, per shareholder, of at least £100 or shareholders holding at least 5% of the Company's issued share capital to make the request. The Company may not require the shareholders requesting any such website

publication to pay its expenses in complying with such request. Where a statement is published, the Company will forward the statement to the Company's auditors not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on its website

• 1. As at the Latest Practicable Date, the Company's issued share capital comprised 259,613,517 ordinary shares of 12.5p each. Each ordinary share carries the right to one vote at a general meeting of the Company. There are 111,465 ordinary shares held as treasury shares and therefore the total number of voting rights in the Company as at 9.00am on the Latest Practicable Date is 259,502,052. The Company website includes information on the number of ordinary shares in issue and voting rights thereon.
• 1. A corporation which is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a shareholder provided that no more than one corporate representative exercises power over the same share.
• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Annual General Meeting and any adjournment(s) thereof 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.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the CREST Proxy Instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 3RA50) not later than 48 hours before the Annual General Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

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.

• 1. Please note that the Company takes all reasonable precautions to ensure no viruses are present in any electronic communication it sends out, but the Company cannot accept responsibility for loss or damage arising from the opening or use of any email or attachments from the Company and recommends that shareholders subject all messages to virus checking procedures prior to use. Any electronic communication received by the Company, including the lodgement of an electronic proxy form, that is found to contain any virus will not be accepted.
• 1. The contents of this notice of Annual General Meeting and, if applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the date of this notice will be available on the Company's website www.global.weir.

Appendix 1 Board of Directors

Charles Berry	Jon Stanton	John Heasley	Rick Menell	Clare Chapman	Cal Collins
Chairman	Chief Executive Officer	Chief Financial Officer	Senior Independent Director	Non-Executive Director	Non-Executive Director
Tenure on Board:	Tenure on Board:	Tenure on Board:	Tenure on Board:	Tenure on Board:	Tenure on Board:
5 years and 10 months	CEO – 2 years and 3 months FD – 6 years and 5 months	2 years and 3 months	9 years and 9 months	1 year and 5 months	6 months
Nationality:	Nationality:	Nationality:	Nationality:	Nationality:	Nationality:
Independent:	Independent:	Independent:	Independent:	Independent:	Independent:
Yes, since appointment in March 2013	No	No	Yes, since appointment in April 2009	Yes, since appointment in August 2017	No
Committee memberships:	Committee memberships:	Committee memberships:	Committee memberships:	Committee memberships:	Committee memberships:
N	None	None	A N R	R	None
Experience:	Experience:	Experience:	Experience:	Experience:	Experience:
Charles was an Executive Director of Scottish Power plc from 1999 to 2005 and Chief Executive of its UK operations between 2000 and 2005. Prior to joining Scottish Power, he was Group Development Director of Norwest Holst, a subsidiary of Compagnie Générale des Eaux, and held management positions within subsidiaries of Pilkington plc. He is a former Non-Executive Director and Chairman of Eaga plc, Drax Group plc, Senior plc and Thus Group plc, and a former Non-Executive Director of Impax Environmental Markets PLC and Securities Trust of Scotland plc.	Since becoming CEO in 2016, Jon has led the portfolio transformation and delivery of the We are Weir strategic framework to create a long term pathway to sustained performance improvement. Jon joined the Board as Finance Director in 2010. Before joining Weir, he was a partner with Ernst & Young, one of the world's largest professional services companies, where he led global board-level relationships with a number of FTSE-100 multi national companies. Jon is a chartered accountant and a member of the Institute of Chartered Accountants in England and Wales.	Prior to his appointment as Chief Financial Officer, John was the Divisional Managing Director for Weir Flow Control. Prior to joining Weir in 2008, he held a number of senior financial, commercial and operational roles, including positions at PricewaterhouseCoopers and Scottish Power. He is a chartered accountant and a member of the Institute of Chartered Accountants of Scotland.	Rick was appointed Chief Executive of Anglovaal Mining in 1996, then Executive Chairman in 2002. In 2005, he was appointed President and Chief Executive of TEAL Exploration & Mining Inc. He was formerly Chairman of Avgold Ltd and Bateman Engineering BV. Rick is a senior adviser to Credit Suisse and Chairman of Credit Suisse Securities (Johannesburg) (Pty) Limited. He is a fellow of the Geological Society (London), and of both the Australasian and South African Institutes of Mining and Metallurgy.	Clare is the former Group People Director of BT Group plc and Director General of Workforce for the NHS and Social Care. Clare was previously a Non-Executive Director of TUI Travel plc and Chair of its Remuneration Committee. Clare was also Group HR Director of Tesco plc from 1999 to 2006 and HR Vice President of PepsiCo's west and central European operations from 1994 to 1999.	Cal served as Chairman and Chief Executive Officer of ESCO Corporation, the world's leading provider of ground engaging tools for surface mining and infrastructure markets, from 2012 to 2018.
Key external appointments:	Key external appointments:	Key external appointments:	Key external appointments:	Key external appointments:	Key external appointments:
Charles is Non-Executive Chairman of Centrica plc and a member of the steering group of the Hampton Alexander Review.	None	John is a Non-Executive Director of Royal Scottish National Orchestra Society Limited.	Rick is a Non-Executive Director of Gold Fields Ltd and Sibanye-Stillwater, both South African companies listed on the Johannesburg Stock Exchange and the New York Stock Exchange.	Clare is a Non-Executive Director and Remuneration Committee Chair of both Kingfisher plc and Heidrick & Struggles International, Inc. Clare is a commissioner on the Low Pay Commission.	Non-Executive Director of Stimson Lumber Company.

Appendix 1 continued

Mary Jo Jacobi	Barbara Jeremiah	Sir Jim McDonald	Stephen Young	Engelbert Haan	The Board considers that
Non-Executive Director	Non-Executive Director	Non-Executive Director	Non-Executive Director	Non-Executive Director	each Director standing for re-election at the AGM in 2019 continues to contribute a specialist skill set that is both
					valuable to the Company and complementary to the skills of the Board as a whole. For further
Tenure on Board:	Tenure on Board:	Tenure on Board:	Tenure on Board:	Tenure on Board:	details please refer to the Nomination Committee
5 years	1 year and 5 months	4 years	1 year	1 month	Report on pages 84 to 86.
Nationality:	Nationality:	Nationality:	Nationality:	Nationality:
Independent:	Independent:	Independent:	Independent:	Independent:
Yes, since appointment in January 2014	Yes, since appointment in August 2017	Yes, since appointment in January 2015	Yes, since appointment in January 2018	Yes , since appointment in February 2019
Committee memberships:	Committee memberships:	Committee memberships:	Committee memberships:	Committee memberships:
N R	A R	A N	R A	None
Experience:	Experience:	Experience:	Experience:	Experience:
Mary Jo advises companies on international affairs and reputation management. She was formerly a senior executive of BP America, Royal Dutch Shell, Lehman Brothers, HSBC Holdings and Drexel Burnham Lambert and a Non- Executive Director of Tate & Lyle plc. Mary Jo was Special Assistant to President Ronald Reagan, Assistant US Commerce Secretary for President George H W Bush, a British Civil Service Commissioner, and a member of the Advisory Committee on Business Appointments from 2010 to 2017.	Barbara previously spent over 30 years in a number of roles with Alcoa Inc. (now demerged into Alcoa and Arconic Inc.), the global aluminium producer. Her roles in Alcoa included Executive Vice President, Corporate Development and Chairman's Counsel. Barbara also previously served as the Chairwoman of Boart Longyear Limited. Barbara is a qualified lawyer.	Jim is Principal and Vice Chancellor of the University of Strathclyde and has held the Rolls-Royce Chair in Electrical Power Systems since 1993. He is also Chairman of the Institute for Energy and Environment. He co-chairs the Scottish Energy Advisory Board, and is a fellow of the Royal Academy of Engineering, the Royal Society of Edinburgh, the Institution of Engineering and Technology, the Institute of Physics, and the Energy Institute.	Stephen was Chief Executive of Meggitt PLC between 2013 and 2017, having previously served as Finance Director for a period of nine years from 2004. Before joining Meggitt, Stephen held senior positions with Ford Motor Company, Mars Incorporated, Grand Metropolitan (now Diageo) plc, Thorn EMI plc, the Automobile Association and Thistle Hotels plc.	Engelbert spent 26 years on global projects for royal Dutch shell including leadership positions in the Middle East, Africa, Europe, Asia and US. In 2008 he was appointed Managing director of Sasol Petroleum International before being appointed as chief Growth Officer for Maersk Oil, in 2015. Since 2018 he has run his own advisory firm. Engelbert has both an undergraduate degree and a Masters in Geology from Utrecht University in the Netherlands.
Key external appointments: Mary Jo is a Non-Executive Director of Mulvaney Capital Management Limited and on the Board of Directors of the Foundation to Restore Accountability. She is a senior adviser to Boston Consulting Group, a	Key external appointments: Barbara is currently the Remuneration Committee Chair of Aggreko plc and a Non-Executive Director of Russel Metals Inc and Allegheny Technologies Incorporated.	Key external appointments: Non-Executive Director of Scottish Power Limited, Non-Executive Director of UK Offshore Renewable Energy Catapult Board, Non-Executive Director of National Physical Laboratory . President of the Conference	Key external appointments: Non-Executive Director, Audit Committee Chairman and member of Risk and Remuneration committees of Derwent London plc. Non- Executive Director of Mondi PLC.	Key external appointments: None

Faculty Advisor to GLG Institute and serves on the International Advisory Board of Spain's IE Business School.

of European Schools for Advanced Engineering Education and Research (CESAER).

Committee membership key

Chair

^A Audit Committee member

^N Nomination Committee member

^R Remuneration Committee member ^S Secretary to the committees

The Weir Group PLC

Registered in Scotland No. SC002934 Registered Office: 1 West Regent Street Glasgow G2 1RW Scotland

Telephone: +44 (0)141 637 7111 Email: investor-relations@mail.weir Website: www.global.weir