Spirax Sarco Engineering : Notice of Annual General Meeting 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about the action you should take, you are recommended immediately to seek your own financial advice from your stockbroker, bank manager, auditor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all of your shares in Spirax-Sarco Engineering plc please pass this document and the accompanying documents (but not the personalised Form of Proxy) as soon as possible to the purchaser or transferee or to the agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

Spirax-Sarco Engineering plc

Circular to Shareholders and

Notice of Annual General Meeting to be held in

The Cotswold Suite, Tewkesbury Park Hotel,

Lincoln Green Lane,

Tewkesbury, Gloucestershire,

GL20 7DN on

Wednesday, 10th May 2023 at 2.00 pm

The Notice convening the Annual General Meeting appears at the end of this document.

Forms of Proxy for use at the Annual General Meeting should be completed and returned to the Company's Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, BN99 6DA as soon as possible and, in any event, so as to arrive not less than 48 hours, excluding non-business days, before the time of the Meeting.

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so. Institutional investors may be able to appoint a proxy electronically via the Proxymity platform. Please refer to page 9 for full details.

At the Annual General Meeting shareholders will be invited to vote on a resolution by resolution basis by way of a polled vote; the results will be announced instantaneously using the Equiniti "VoteNow" polling system. Shortly after the conclusion of the Annual General Meeting, the results will also be announced on the Group's website,www.spiraxsarcoengineering.com, and the London Stock Exchange.

Spirax-Sarco Engineering plc

(Registered in England No. 596337)

Registered office: Charlton House Cirencester Road

Cheltenham

Glos. GL53 8ER

31st March 2023

Part I - Letter from the Chair

Dear Shareholder,

This Circular accompanies the Annual Report and the audited Financial Statements of the Company for the year ended 31st December 2022. The consideration of resolutions at the Annual General Meeting (AGM) is important. Your Directors believe that in the interests of shareholder democracy it is critical that the voting intentions of all members are taken into account, not just those who are able to attend the AGM.

We therefore propose to put all resolutions at the AGM to shareholders by way of a poll rather than a show of hands. The Board considers that a poll is more democratic since it allows the votes of all shareholders to be counted and electronic voting enables poll voting results to be obtained efficiently and effectively. Shareholders attending the AGM will still have the opportunity to ask questions, form a view on the points raised and vote on each resolution.

Whether or not you anticipate attending the meeting in person, the Company recommends that all of its shareholders (i) appoint the Chair of the meeting as their proxy and (ii) submit their votes (via proxy) as early as possible and in any event by no later than 2.00 pm on Friday 5th May 2023 (due to the 8th May being a bank holiday) to ensure that their votes are counted. Due to possible delays in the postal service, please submit your proxies electronically if possible. Please see the Form of Proxy section in the notes to the Notice of Annual General Meeting for information. Completion and return of a Form of Proxy will not prevent you from attending and voting in person at the Meeting if you so wish.

The purpose of this Circular is to explain certain elements of the business to be conducted at the AGM, including the ordinary resolutions (numbered 1 to 18) and the special resolutions (numbered 19 and 20).

Notice of Annual General Meeting

You will find the Notice of Annual General Meeting of the Company, which is to be held in the Cotswold Suite, Tewkesbury Park Hotel, Lincoln Green Lane, Tewkesbury, Gloucestershire, GL20 7DN on Wednesday, 10th May 2023 at 2.00 pm, set out in Part II of this Circular on pages 6 and 7.

Ordinary Resolutions

Resolution 1 - Annual Report

The receipt and consideration of the Company's Annual Report and Accounts 2022.

Resolution 2 - 2023 Remuneration Policy

In accordance with Section 439A of the Companies Act 2006, as amended from time to time ("CA2006"), your Board is asking for your approval of the Remuneration Policy Report 2023 which is intended to take effect, if approved, from the AGM to be held on 10th May 2023, as set out in pages 160 to 168 of the Company's Annual Report for the year ended 31st December 2022. The Policy Report sets out the Company's forward looking policy on Directors' remuneration and is subject to a binding vote at least every three years, a summary of the Policy can be found in Appendix I. After the AGM all payments by the Company to Directors must be made in accordance with the Policy (unless separately approved by shareholders).

Resolution 3 - Annual Report on Remuneration 2022

In accordance with Section 439 of the CA 2006, your Board is asking for your approval of the Annual Report on Remuneration 2022 for the year ended 31st December 2022, which can be found of pages 143 to 159 of the Company's Annual Report for the year ended 31st December 2022. This part of the Report is, as in previous years, put to an advisory shareholder vote. The Directors Remuneration for 2022 has been paid in accordance with the 2020 Remuneration Policy which can be found on our website.www.spiraxsarcoengineering.com.

Resolution 4 - Final Dividend

The proposal recommended by the Directors to pay a final dividend of 109.5 pence per Ordinary share on 19th May 2023 to all shareholders on the register of members at 5.00 pm on 21st April 2023.

Resolution 5 - Auditor

The CA2006 requires that an auditor be appointed at each general meeting at which accounts are laid, to hold office until the next such meeting. This resolution seeks shareholder approval for the re-appointment of Deloitte LLP as the Company's Auditor. During 2022 a competitive tender was undertaken in relation to the Auditor appointment. Full details of this can be found in the Audit Committee report on page 138 in the 2022 Annual Report. Deloitte LLP was successful in the tender and has expressed its willingness to continue in office as auditor. The Audit Committee has recommended the re-appointment of Deloitte LLP and has confirmed that such recommendation is free from influence by a third party and that no restrictive contractual terms have been imposed on the Company. The Directors are therefore recommending the re-appointment of Deloitte LLP.

Resolution 6 - Auditor Remuneration

The proposal to authorise the Directors to fix the remuneration of Deloitte LLP for the audit work to be carried out by them in the next financial year.

Resolutions 7 to 15 - Re-election of Directors

Resolutions 7 to 15 deal with the re-election of Directors in accordance with the requirements of the Company's Articles of Association and the UK Corporate Governance Code 2018 (the "Code").

The Code provides for all Directors to be subject to annual election by their shareholders. Accordingly, in keeping with the Board's aim of following best corporate governance practice, all members of the Board, still in post at the date of this letter, are standing for re-election.

I confirm that, following a formal performance evaluation, each Director's performance continues to be effective and each Director demonstrates commitment to the role. Details of each of the Directors seeking re-election are set out in Appendix II, including the reasons why the Company considers each Director's contribution to be important for the long-term success of the Company, in accordance with Code provision 18.

Resolution 16 - Issue New Shares

Resolution 16 renews the authority granted to the Directors to allot new shares in accordance with Section 551 of the CA2006.

The Investment Association's Share Capital Management Guidelines allow this authority to apply up to a nominal amount of 33.33% of the issued Ordinary share capital. However, the Directors only wish to have this authority up to 25%. Therefore, the Directors seek authority to allot new shares in accordance with Section 551 of the CA2006 up to a nominal amount of £4,979,883 being 25% of the issued Ordinary share capital at 28 February 2023 (being the latest practicable date prior to publication of this Circular). This authority will expire on the date of the next AGM or on 30th June 2024, whichever is the earlier. The Directors have no present intention of exercising this authority, other than for small value allotments in the normal course of business, i.e. the Employee Share Ownership Plan.

Resolution 17 - Scrip Alternative

At the AGM held in 2022, shareholders authorised the Directors to offer a scrip alternative to any dividend declared or paid in the period up to the date of the AGM to be held in 2027 or, if earlier, 12th May 2027. A scrip alternative will not be offered for the financial year ended 31st December 2022 but the Directors consider it prudent to maintain the facility to provide this alternative for shareholders should circumstances alter so as to make a scrip alternative appropriate. In accordance with the Articles of Association, Resolution 17 will be proposed as an ordinary resolution to renew this authority for five years ending on the date of the AGM to be held in 2028 or, if earlier, on 10th May 2028, although it is the Directors' intention to renew this authority annually.

Resolution 18 - Adoption of the Spirax-Sarco 2023 Performance Share Plan (the "PSP")

Resolution 18 seeks your approval for the adoption of a new Spirax-Sarco 2023 Performance Share Plan (the "PSP"). The Spirax-Sarco 2023 Performance Share Plan will replace the Company's existing performance share plan which was approved by shareholders in 2015. As the Company's existing performance share plan would require replacement within the life of the directors' remuneration policy being proposed to shareholders at the Company's 2023 AGM, the Directors consider it appropriate to seek shareholder approval for a replacement performance share plan at the same time as the revised policy.

A summary of the principal terms of the PSP can be found in Appendix III. A copy of the rules of the Spirax-Sarco 2023 Performance Share Plan is available for inspection on the National Storage Mechanism from the date of this Notice and will also be available for inspection at the place of the meeting from 15 minutes before it is held until its conclusion.

Special Resolutions

Resolution 19 - Disapply Pre-emption Rights

RResolution 19 renews the Directors' authority in accordance with Section 561 of the CA2006 to allot further shares for cash, pursuant to the authority granted by Resolution 16, without first being required to offer such shares to existing shareholders. If approved, the Resolution will authorise the Directors to issue shares in connection with a rights issue or open offer and otherwise to issue shares for cash, excluding the sale on a non-preemptive basis of treasury shares for cash, up to a maximum nominal amount of £995,977 being 5% of the nominal value of the Company's issued Ordinary share capital on 28 February 2023 (being the latest practicable date prior to the publication of this Circular).

In accordance with the Investment Association's Share Capital Management Guidelines and the Pre-Emption Group's Statement of Principles, the Directors do not intend to issue more than 7.5% of the issued share capital of the Company for cash on a non-preemptive basis in any rolling three-year period without prior consultation with shareholders. This authority will expire on the date of the next AGM or on 30th June 2024, whichever is the earlier. The Directors have no present intention of exercising this authority, other than for small value allotments in the normal course of business, i.e. the Employee Share Ownership Plan.

Resolution 20 - Purchase Own Shares

Resolution 20 renews the Directors' authority to make market purchases of its own Ordinary shares as permitted by the CA2006.

The maximum aggregate number of Ordinary shares that may be purchased would be 7,377,604 which represents approximately 10% of the Company's existing Ordinary share capital as at 28 February 2023 (being the latest practicable date prior to publication of this Circular). The minimum price (excluding expenses) that may be paid for each share purchased under this authority is 26 12/13p. The maximum price (excluding expenses) that may be paid for a share purchased under this authority is an amount equal to the higher of (i) 5% above the average of the middle market quotations of the Company's Ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased and (ii) the higher of the price of the last independent trade and the highest current independent bid on the market where the purchase is carried out. This renewed authority will expire on the date of the next AGM or on 30th June 2024, whichever is the earlier.

The share re-purchases made to date under the authorities granted by shareholders have enhanced earnings per share to the benefit of all shareholders. The Board believes that it would be appropriate to have the option to use a proportion of the Company's cash resources to make further market re-purchases of Ordinary shares.

The Company will only exercise the authority granted by the proposed Resolution where the Board reasonably believes that repurchasing its shares will increase earnings per share of the Ordinary shares in issue after the purchase and, accordingly, is in the best interests of shareholders generally.

The number of options and Performance Share Plan (PSP) awards to subscribe for equity shares that are outstanding at 28 February 2023 is 187,411, being 0.25% of the issued Ordinary share capital at that date The Company has no warrants to subscribe for equity shares that are outstanding on 28 February 2023.

The CA2006 permits certain listed companies to hold shares in treasury, as an alternative to cancelling them, following a purchase of own shares by the Company. Shares held in treasury may subsequently be cancelled, sold for cash or used to satisfy share options and share awards under share plans. Once held in treasury, the Company is not entitled to exercise any rights, including the right to attend and vote at meetings in respect of the shares. Further, no dividend or other distribution of the Company's assets may be made to the Company in respect of the treasury shares.

Any shares purchased by the Company pursuant to the authority conferred by Resolution 20 will either be cancelled and the number of shares reduced accordingly or, if the Directors think fit, they may be held as treasury shares. As at 28 February 2023, the Company held no Ordinary shares in treasury. This authority will expire on the date of the next AGM or on 30th June 2024, whichever is the earlier.

The Directors have no present intention of exercising this authority..

Action to be taken

Whether or not you are able to attend the Meeting, please complete and return the Form of Proxy so as to reach the Registrars not less than 48 hours, excluding non-business days, before the time of the Meeting. Completion and return of a Form of Proxy will not prevent you from attending and voting in person at the Meeting if you so wish.

Recommendation

Your Directors believe that all the proposals to be considered at the AGM will promote the success of the Company and are in the best interests of the Company and its shareholders as a whole and recommend shareholders to vote in favour of the resolutions as they intend to do in respect of their own beneficial holdings which amount in aggregate to 238,952 shares (as at 28 February 2023), representing approximately 0.32% of the existing issued share capital of the Company, save in respect of those resolutions in which they are interested.

Yours faithfully,

Jamie Pike

Chair