Result of AGM

Spirax-Sarco Engineering PLC
09 May 2003

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, 8th May 2003 the
following resolutions considered as special business were passed:


1.   That The Directors' Remuneration Report for the year ended 31st December 2002, as set out on pages 24 to 30
     of the 2002 Annual Report and Accounts, be approved.


2.   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 £6,100,000; that this authority
     shall expire on 7th May 2008 and that all previous authorities under section 80 of the Companies Act 1985
     shall cease to have effect.


3.   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 7th May 2008 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 £928,000 and that all previous authorities under section 95 of the
     Companies Act 1985 shall cease to have effect.


4.   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 2007.


5.   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 2004
     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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