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