AGM Statement

Spirax-Sarco Engineering PLC
13 May 2004


SPIRAX-SARCO ENGINEERING PLC - ANNUAL GENERAL MEETING

At the Annual General Meeting of Spirax-Sarco Engineering plc held at the Spirax
Sarco Training Centre, Cheltenham, Gloucestershire on Thursday, 13th May 2004
the following resolutions considered as special business were passed:

1.   That, subject to and in accordance with article 6 of the Company's 
     articles of association, the directors be authorised to allot relevant 
     securities up to a maximum nominal amount of £6,200,000; that this 
     authority shall expire on 12th May 2009 and that all previous authorities 
     under section 80 of the Companies Act 1985 shall cease to have effect.

2.   That:
     
(a)  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;

(b)  the directors be empowered to allot equity securities within section 94(3A) 
     of the Companies Act 1985 as if section 89(1) of the Act did not apply:

(c)  the powers under paragraph (a) above (other than in connection with a 
     rights issue) and paragraph (b) above shall be limited to the allotment of 
     equity securities having a maximum nominal amount of £934,000;

(d)  these authorities shall expire on 12th May 2009; and

(e)  all previous authorities under section 95 of the Companies Act 1985 shall 
     cease to have effect.

3.   That approval be and is hereby given to the exercise by the directors of 
     the power conferred upon them by article 109 of the Company's articles of 
     association in respect of any dividends declared or paid in respect of the 
     financial years ending on 31st December 2008.

4.   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 7,400,000;

(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 2005 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.


P A Smith
Director & Company Secretary
Spirax-Sarco Engineering plc
Charlton House
Cirencester Road
CHELTENHAM
Glos.
GL53 8ER

Tel.                       01242 521361
Direct Fax.                01242 572515


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