AGM Statement

Spirax-Sarco Engineering PLC 27 April 2001 For Immediate Release Spirax-Sarco Engineering Plc At the Annual General Meeting of Spirax-Sarco Engineering plc held at the Cheltenham/Gloucester Moat House, Gloucester on Wednesday, 25th April 2001 the following resolutions considered as special business were passed: 1. That, subject to and in accordance with article 7 of the Company's articles of association, the directors be empowered to allot equity securities for cash provided that this power shall expire on the 24th April 2006 and shall be limited for the purposes of paragraph (1)(b) of article 7 to the allotment of equity securities having a maximum nominal amount of £919,000 and that all previous authorities under section 95 of the Companies Act 1985 shall cease to have effect. 2. That in accordance with article 11 of its articles of association and the Companies Act 1985 the Company is generally and unconditionally authorised to make market purchases (within the meaning of Section 163 of the Companies Act 1985) of ordinary shares of 25p each in the capital of the Company ('ordinary shares') on such terms and in such manner as the board of directors of the Company may from time to time determine provided that: (a) the maximum number of ordinary shares that may be purchased pursuant to this authority is 7,300,000; (b) the maximum price which may be paid for an ordinary share purchased pursuant to this authority is an amount equal to 105% of the average of the middle market prices shown in the quotations for the Company's ordinary shares in the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that ordinary share is purchased and the minimum price which may be paid is 25p per ordinary share (in each case exclusive of expenses payable by the Company); and (c) this authority will expire at the conclusion of the annual general meeting of the Company to be held in 2002 unless renewed before that time, but the Company may make a contract to purchase ordinary shares under this authority before its expiry which will or may be executed wholly or partly after the expiry of this authority, and may make a purchase of ordinary shares in pursuance of any such contract. 3. That the articles of association set out in the document produced to the meeting (and signed by the Chairman for the purposes of identification) be adopted as the articles of association of the Company in substitution for, and to the exclusion of, all existing articles of association. P A SMITH Director & Company Secretary END
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