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Weir Group Inc. Proxy Solicitation & Information Statement 2014

Mar 21, 2014

5246_agm-r_2014-03-21_ac605fb8-9f01-4300-b6f2-dc1ae3c7c0eb.pdf

Proxy Solicitation & Information Statement

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MR JOINT HOLDER 1

ADD1 ADD2 ADD3 ADD4

Attendance Card

Additional Holders: Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

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

The Chairman of THE WEIR GROUP PLC invites you to attend the Annual General Meeting of the Company to be held at the Radisson Blu Hotel, 301 Argyle Street, Glasgow G2 8DL on 1 May 2014 at 2.30pm.

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Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 1 May 2014

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To be effective, all proxy appointments must be lodged with the Company's registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 29 April 2014 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 proxy to exercise all or any of his 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 discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
  • 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0870 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 All Named Holders 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 Uncertifi cated 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 Uncertifi cated 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 0870 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.

MR A SAMPLE ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4

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Location Map

Directions to the Radisson Blu Hotel, 301 Argyle Steet, Glasgow G2 8DL By train

From Queen St. Station - Take the George Square exit, walk down Queen Street and at the bottom turn right onto Argyle St. Walk straight on under Central Station and the hotel is in front ofyou. It is approximately a 12 minute walk or alternatively it is under £5 in a taxi.

From Central Station - Take the Hope St. or Argyle St. exit. The hotel is located on the corner of Hope St. and Argyle St.

By car

From the East, South & North - Exit the M8 at Junction 19 - SECC. Take the first left, signposted City Centre, A814 onto Argyle St. Continue for approximately 500m and the hotel is on your right hand side.

From the West - Ext the M8 at Junction 19 - City Centre. Continue straight onto Bothwell St. and at the second set of lights turn right onto Wellington St. At the second set of lights turn left onto Argyle St. The hotel is on your right hand side.

Parking

There is an NCP car park on Oswald St. From the hotel turn on to Robertson St, continue to the end of the road and turn left onto Broomielaw. Take the first left onto Oswald St. and the car park is on your right hand side.

Alternatively, shareholders can park in the Q Park car park. Follow directions above to the NCP car park but continue past the entrance on Midland St. and go under the bridge. Turn right at the traffic lights and then first left. The car park entrance will be on your left hand side.

The Radisson Blu Hotel has negotiated rates with both car parks. Tickets need to be validated at the hotel's reception before leaving.

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).

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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 Radisson Blu Hotel, 301 Argyle Street, Glasgow G2 8DL on 1 May 2014 at 2.30 pm, 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 X inside the box as shown in this example.

Ordinary Resolutions
For
Vote
Against Withheld
1. To receive and adopt the report and fi nancial statements.
2. To declare a fi nal dividend.
3. To approve the Directors' Remuneration Report (excluding the
Directors' Remuneration Policy).
4. To approve the Directors' Remuneration Policy.
5. To elect Mary Jo Jacobi as a director of the Company.
6. To re-elect Charles Berry as a director of the Company.
7. To re-elect Keith Cochrane 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 Richard Menell as a director of the Company.
11. To re-elect John Mogford as a director of the Company.
For Vote
Against Withheld
12. To re-elect Lord Robertson as a director of the Company.
13. To re-elect Jon Stanton as a director of the Company.
14. To reappoint Ernst & Young LLP as auditors.
15. To authorise the directors to fi x the remuneration of the auditors.
16. To approve and adopt the rules of The Weir Group PLC Long Term
Incentive Plan 2014.
17. To renew the directors' general power to allot shares.
Special Resolutions
18. To disapply the statutory pre-emption provisions.
19. To renew the Company's authority to purchase its own shares.
20. To reduce the notice period for general meetings.
21. To approve the amendments to the Articles of Association
of the Company.

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 offi cer duly authorised, stating their capacity (e.g. director, secretary).

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