Result of AGM

Spirax-Sarco Engineering PLC
14 May 2002


At the Annual General Meeting of Spirax-Sarco Engineering plc held at the Spirax
Sarco Training Centre, Cheltenham, Gloucester on Thursday, 9th May 2002 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 £6,100,000; that
          this authority shall expire on 8th May 2007 and that all previous authorities under section 80 of the
          Companies Act 1985 shall henceforth cease to have effect.


2.        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
          8th May 2007 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 £924,000 and that 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 2006.


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 7,300,000;


(b)       the maximum price which may be paid for an ordinary share purchased pursuant to this authority is an
          amount equal to 105 per cent 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
          2003 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
Cheltenham
Glos.
GL53 8ER

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