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Weir Group Inc. Proxy Solicitation & Information Statement 2025

Mar 21, 2025

5246_agm-r_2025-03-21_40a04e77-65e5-4459-a17b-63d97019719c.pdf

Proxy Solicitation & Information Statement

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

Form of Proxy - Annual General Meeting to be held on 24 April 2025 at 2.30 pm.

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

SRN: Control Number: 920581

PIN:

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 and Notice of Annual General Meeting online: www.global.weir/investors/shareholder-information/agm You are advised to read the Notice of AGM in its entirety. Please note that this notification is not a full summary of that document and should not be regarded as a substitute for reading it.

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

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 22 April 2025 at 2.30 pm.

Explanatory Notes:

  • 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights, to attend, speak and vote at the meeting. If you wish to appoint a person other than the Chair of the meeting, 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 their discretion as to whether, and if so how, they vote (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise their discretion as to whether, and if so how, they vote).
  • 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 6.30 pm on the day which is two working 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 a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform 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 Chair. Please leave this box blank if you want to select the Chair. Do not insert your own name(s).

*
I/We hereby appoint the Chair 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 Company's Head Office, 1 West Regent Street, Glasgow G2 1RW on 24 April 2025 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
inside the box as shown in this example.
Ordinary Resolutions For Against Vote
Withheld
For Against Vote
Withheld
1. That the audited financial statements of the Company for the year
ended 31 December 2024 and the Reports of the Directors and
Auditors of the Company thereon, be received.
14. That Penelope (Penny) Freer be re-elected as a Director of the
Company.
2. That the Directors' Remuneration Report (excluding the Directors'
Remuneration Policy) contained on pages 113 to 147 of the Annual
Report and Financial Statements of the Company for the year ended
31 December 2024 be approved.
15. That Tracey Kerr be re-elected as a Director of the Company.
3. That the Directors' Remuneration Policy contained on pages
122 to 131 of the Annual Report and Financial Statements of the
Company for the year ended 31 December 2024 be approved.
16. That Bennetor (Ben) Magara be re-elected as a Director of the
Company.
4. That the Weir Group 2025 Share Reward Plan be approved. 17. 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.
5. That the Weir Group Deferred Bonus Plan be approved. 18. That the Company's Audit Committee be authorised to determine the
remuneration of the auditors.
6. That the Weir Group ShareBuilder be approved. 19. That the Directors be authorised to allot shares in the Company.
7. That a final dividend for the year ended 31 December 2024 of
22.1 pence per ordinary share of 12.5 pence each in the capital of the
Company be declared.
20. Special Resolutions
That the Directors be authorised to partially disapply the statutory
pre-emption provisions.
8. That Barbara Jeremiah be re-elected as a Director of the Company. 21. That the Directors be authorised to partially disapply the statutory
pre-emption provisions in connection with an acquisition or specified
capital investment.
9. That Jon Stanton be re-elected as a Director of the Company. 22. That the Company be authorised to make market purchases of
ordinary shares.
10. That Brian Puffer be re-elected as a Director of the Company. 23. That a general meeting of the Company, other than an Annual General
Meeting, may be called on not less than 14 clear days' notice.
11. That Dame Nicola Brewer be re-elected as a Director of the Company. 24. That the Articles of Association produced to the meeting and initialled
by the Chair of the meeting for the purpose of identification be adopted
as the new Articles of Association of the Company.
12. That Andrew (Andy) Agg be re-elected as a Director of the Company. Intention To Attend
Please indicate if you intend to attend the AGM
13. That Nicholas (Nick) Anderson be elected as a Director of the
Company.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as they see 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 a director or an attorney or other person duly authorised by the body corporate, stating their capacity (e.g. director, secretary).

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