Weir Group Inc. — Proxy Solicitation & Information Statement 2011

Nov 10, 2011

WATERMAN GROUP PLC - FORM OF PROXY

2011 ANNUAL GENERAL MEETING, FRIDAY 09 DECEMBER 2011 AT 10.30AM

Please read the notes below before completing this form.

PLEASE COMPLETE IN BLOCK CAPITALS
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		I/We (name(s) in full) …………………………………………………………………………………………………………………………………………………
		of (address(es)) ………………………………………………………………………………………………………………………………………………………

being (a) member(s) of the above-named Company, hereby appoint the Chairman of the meeting, or failing him

……………………………………………………………………………………………….…… 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 as directed below at the 2011 Annual General Meeting of the Company to be held on Friday 09 December at 10:30am, 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 8 (below).

		FOR	AGAINST	VOTE WITHHELD
RESOLUTION 1 -	To receive and adopt the report and accounts, together with the reports of the directors and the
	auditors, for the year ended 30 June 2011.
RESOLUTION 2 -	To receive and approve the Directors' Remuneration Report for the year ended 30 June 2011.
RESOLUTION 3 -	To declare a final dividend of 0.1p per ordinary share.
RESOLUTION 4 -	To re-elect Mr Roger Fidgen as a director of the Company.
RESOLUTION 5 -	To re-elect Mr John Waiting as a director of the Company.
RESOLUTION 6 -	To re-elect Mr Craig Beresford as a director of the Company.
RESOLUTION 7 -	To re-appoint PricewaterhouseCoopers LLP as auditors of the Company.
RESOLUTION 8 -	To authorise the directors to set the remuneration of PricewaterhouseCoopers LLP as auditors of
	the Group.
RESOLUTION 9 -	To authorise the directors to allot shares and grant rights to subscribe for shares pursuant to
	section 551 of the Companies Act 2006.
RESOLUTION 10-	To authorise the directors to dis-apply section 561 of the Companies Act 2006 for the allotment
	of equity securities for cash and the sale of treasury shares.
RESOLUTION 11-	To authorise the Company to make market purchases of up to 10% of its ordinary shares
	pursuant to section 701 of the Companies Act 2006.
RESOLUTION 12-	To authorise the Company to call general meetings (other than annual general meetings) on 14
	clear days' notice.

I/We would like my/our proxy to vote on the resolutions proposed at the Meeting as indicated on this form. Unless otherwise instructed, the proxy may vote or abstain as he or she sees fit in relation to any business of the meeting.

Signature…………………………………………………………………………………………………….. Date…………………………………………………

Notes to the Form of Proxy

• 1. You may appoint one or more proxies of your own choice, if you are unable to attend the meeting but would like to vote. If such an appointment is made, delete the words "the Chairman of the meeting" and insert the name(s) of the person or persons appointed as proxy/proxies in the space provided. A proxy need not be a member of the Company. If no name is entered, the return of this form duly signed will authorise the Chairman of the meeting to act as your proxy.
• 1. In the case of a corporation, this form of proxy must be executed under its common seal or under the hand of a duly authorised officer or attorney, stating their capacity (e.g. director, secretary).
• 1. In order that this form of proxy shall be valid, it must be deposited (together with any power of attorney or other authority under which it is signed or a notarially certified copy of such power or a copy certified in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the directors) at the Company's registrars c/o Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, not later than 48 hours before the time appointed for the meeting. The
• completion and return of a form of proxy will not, however, preclude shareholders from attending and voting in person at the meeting or at any adjournment thereof, should they wish to do so.
• 1. In the case of joint holders of a share, any one holder may sign or register a proxy, but the vote of the senior who votes whether in person or by proxy, shall be accepted

to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members in respect of the share. In any event, the names of all joint holders should be stated on the proxy form.

• 1. The "vote withheld" option is provided to enable you to instruct your proxy not to vote on any particular resolution. However, it should be noted that a "vote withheld" in this way is not a vote in law and will not be counted in the calculation of the proportion of votes "for" and "against" a resolution.
• 1. Returning the form of proxy without any indication as to how the proxy appointed shall vote on any particular resolution, will mean that such proxy can vote as he or she wishes or can decide not to vote at all.
• 1. 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 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 (or if this form of

proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).

1. To appoint more than one proxy (an) additional form(s) of proxy may be obtained by contacting the Company's registrars' helpline on 0871 6640300 (calls cost 10p per minute plus network extras) 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. 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 the same envelope.