Result of AGM

Rotork PLC
27 April 2007

                       Extract from Notice of Meeting of
                           Annual General Meeting of
                                 Rotork p.l.c.
                            Friday, 20th April 2007
                              Special Resolutions


Resolution 10   10.1

That the Directors be and they are hereby empowered pursuant to section 95 of
the Companies Act 1985 (the Act) to allot equity securities (as defined in
section 94 of the Act) of the Company for cash pursuant to the authority
conferred by Resolution 9 above as if section 89(1) of the Act did not apply to
such allotment provided that this power shall be limited:

10.1.1

to the allotment of equity securities in connection with any invitation made to
the holders of ordinary shares to subscribe by way of rights where the equity
securities attributable to the interests of all the holders of ordinary shares
are proportionate (as nearly as maybe) to the respective numbers of ordinary
shares held by them but subject to any exceptions, exclusions or other
arrangements which in the opinion of the Directors are necessary or expedient
for the purpose of dealing with fractional entitlements otherwise arising or
legal or practical problems under the laws of any territory or the requirements
of any recognised stock exchange or any regulatory body in any territory; and

10.1.2

to the allotment (otherwise than pursuant to 10.1.1 above) of equity securities
up to an aggregate number of 4,314,161 ordinary shares of 5p each and shall
expire at the conclusion of the next Annual General Meeting of the Company, save
that the Company may, prior to the expiry of such power, make any offer or
agreement which would or might require relevant securities to be allotted after
such expiry and the Directors may allot relevant securities pursuant to any
offer or agreement notwithstanding the expiry of the power conferred by this
resolution.

11        That, subject to the consent of the holders of 9 1/2% cumulative
preference shares of £1 each not being withdrawn in accordance with the
resolution passed by the holders thereof on 3 August 1995, the Company be and it
is hereby generally and unconditionally authorised to make market purchases
(within the meaning of section 163(3) of the Companies Act 1985 (as amended)) of
ordinary shares of 5p each of the Company provided that:

            11.1

            the maximum number of ordinary shares hereby authorised to be
acquired is 8,500,000;

            11.2

            the minimum price which may be paid for any such share is 5 pence
(exclusive of expenses);

            11.3

            the maximum price (exclusive of expenses) which may be paid for any
such share is an amount equal to 105% of the middle of the average of the market
quotations for an ordinary share as derived from the London Stock Exchange Daily
Official List for the five business days immediately preceding the day on which
the ordinary share is contracted to be purchased; and

            11.4

            the authority hereby conferred shall expire fifteen months from the
date of this resolution or, if earlier, at the conclusion of the Annual General
Meeting of the Company to be held in 2008, save that the Company may, prior to
the expiry of such authority, make any offer or agreement which would or might
require ordinary shares to be purchased by the Company after such expiry and the
Company may purchase ordinary shares pursuant to any such offer or agreement
notwithstanding such expiry.

12        That, subject to the consent of the holders of 9 1/2% cumulative
preference shares of £1 each (preference shares) not being withdrawn in
accordance with the resolution passed by the holders thereof on 22 May 1998, the
Company be and it is hereby generally and unconditionally authorised to make
market purchases (within the meaning of section 163(3) of the Companies Act 1985
(as amended)) of preference shares of the Company provided that:

            12.1

            the maximum number of preference shares hereby authorised to be
acquired is 44,795 (being all the preference shares remaining in issue at the
date of this notice);

            12.2

            the minimum price which may be paid for any such share is £1.00
(exclusive of expenses) and the maximum price is £2.00 (exclusive of expenses).

            12.3

            the authority hereby conferred shall expire fifteen months from the
date of this resolution or, if earlier, at the conclusion of the Annual General
Meeting of the Company to be held in 2008, save that the Company may, prior to
the expiry of such authority, make any offer or agreement which would or might
require preference shares to be purchased by the Company after such expiry and
the Company may purchase preference shares pursuant to any such offer or
agreement notwithstanding such expiry.

13        That,

a)         the draft regulations produced to the meeting and signed by the
Chairman of the meeting for the purposes of identification be and they are
hereby adopted by the Company in substitution for its existing Articles of
Association;

b)         the Company's Memorandum of Association be amended as follows:

(i)                  by the insertion in clause 4(R) of the following words 'of
any such person and, to the extent as may be permitted by law, to indemnify or
to exempt any such person against or from any liability' immediately after the
words 'to make payments towards insurance';

(ii)        by the insertion of a new clause 4(S) as follows, and the
renumbering of the subsequent clauses accordingly:

            '(S) To provide a Director, former Director, company secretary or
other officer of the Company with funds to meet expenditure incurred by him in
defending any criminal or civil proceedings or in connection with any
application under those provisions of the Companies Act 1985 referred to in
section 337A of that Act and to do anything to enable a Director, former
Director, company secretary or other officer of the Company to avoid incurring
such expenditure.'



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