Weir : Notice of Meeting

NOTICE OF

ANNUAL GENERAL

MEETING 2023

THURSDAY 27 APRIL 2023 AT 2.30P.M.

1 WEST REGENT STREET, GLASGOW G2 1RW

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action you should take, you are

recommended to seek your own personal financial advice immediately

from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all your shares inThe Weir Group PLC, you should at once forward this document and the accompanying proxy card to the purchaser or transferee, or to the bank or stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

TheWeir Group PLC

Notice of Annual General Meeting 2023

LETTERTO SHAREHOLDERS

The Weir Group PLC (the 'Company')

Registered in Scotland No. SC002934

Registered Office:

1 West Regent Street

Glasgow

G2 1RW

Scotland

21 March 2023

Dear Shareholder

ANNUAL GENERAL MEETING 2023

I am writing to invite you to our 2023 Annual General Meeting, which is due to be held at our Head Office at 1 West Regent Street, Glasgow, on Thursday 27 April 2023 at 2.30p.m.

Shareholders are asked to please exercise their votes by submitting their proxy electronically or by post. Further information on the ways you can appoint a proxy is given in note 6 to the Notice of Annual General Meeting on page 7.

Should a Shareholder have a question that they would like to raise at the meeting, we ask that Shareholders email their questions in advance to [e-mail], or send by post to the Company's Head Office to be received no later than close of business on 25 April 2023. Shareholders (or their duly appointed proxies) attending the Annual General Meeting will still have the opportunity to ask questions at the Annual General Meeting.

As announced on 1 March 2023 and subject to Shareholder approval, a final dividend of 19.3 pence per ordinary share will be paid on 5 June 2023 to all Shareholders who are on the register of members of the Company on 21 April 2023. On 2 March 2023, we received approval from the Science Based Targets initiative (SBTi) of the new more ambitious scope 1, 2 and 3 emissions reduction targets that we submitted for validation in 2022. Our approved targets were published on both SBTi and Weir Group's websites on 9 March 2023.

The consideration of resolutions at the Annual General Meeting is important. Your Directors believe that it is essential that the voting intentions of all Shareholders are taken into account. It is for this reason that we strongly encourage Shareholders to exercise their votes in advance by submitting their proxy electronically or by post.

The Notice for this year's Annual General Meeting is contained on pages 5 to 6 of this document. The purpose of this letter is to provide some background to the business to be transacted at the Annual General Meeting. Resolutions 1 to 16 inclusive are proposed as ordinary resolutions, while resolutions 17 to 20 inclusive are proposed as special resolutions.

If there are any changes to the arrangements for the Annual General Meeting described in this document, updates will be provided on our website: https://www.global.weir/

THE 2022 ANNUAL REPORT (RESOLUTION 1)

Shareholders are being asked to receive the Annual Report and Financial Statements for the year ended 31 December 2022 (the '2022 Annual Report').

REMUNERATION REPORT (RESOLUTION 2)

Shareholders are invited to approve the Directors' Remuneration Report which is contained in the 2022 Annual Report on pages 111 to 113. The report gives details of the Directors' remuneration for the year ended 31 December 2022. In line with relevant legislation, this vote will be advisory and does not affect the future remuneration paid to any Director.

At the 2022 Annual General Meeting, the Directors' Remuneration Policy was approved by Shareholders. The Directors' Remuneration Policy is not therefore required to be approved at this year's Annual General Meeting. The policy will be put to Shareholders again no later than the Annual General Meeting in 2025.

FINAL DIVIDEND (RESOLUTION 3)

Subject to Shareholder approval, a final dividend of 19.3p per ordinary share will be paid on 5 June 2023 to all Shareholders who are on the register of members of the Company on 21 April 2023.

ELECTION AND RE-ELECTION OFTHE BOARD (RESOLUTIONS 4-13)

In accordance with the UK Corporate Governance Code 2018, all Directors are offering themselves for election or re-election at the Annual General Meeting are outlined in resolutions 4-13 save for Mary Jo Jacobi and Ebbie Haan who, as previously announced, will retire from the Board at the conclusion of the Annual General Meeting this year. Separate resolutions will be proposed for each Director's election or re-election.

Dame Nicola Brewer and Tracey Kerr have been appointed as Directors since last year's Annual General Meeting. The skills and experience that Nicola and Tracey bring to the Board are outlined in Appendix 1 to the Notice of Annual General Meeting.

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TheWeir Group PLC

The Board Performance Review conducted during 2022 (as explained in more detail on page 91 of the 2022 Annual Report) concluded that each Director continues to make a positive and effective contribution to the Board and demonstrates commitment to the role. The Board has considered whether each of the independent Non-Executive Directors is free from any relationship that could materially interfere with the exercise of their independent judgement and has determined that each continues to be considered to be independent. Biographies of all the Directors standing for re-election, including the reasons why their contribution to the Company is important to its long-term sustainable success, are set out in Appendix 1 to the Notice of Annual General Meeting, in the 2022 Annual Report and on the Company's website www.global.weir.

RE-APPOINTMENT OF AUDITORS AND DETERMININGTHE AUDITORS' REMUNERATION (RESOLUTIONS 14 AND 15)

Resolution 14 seeks to re-appoint PricewaterhouseCoopers LLP as the Company's auditors to hold office until the conclusion of the next general meeting of the Company at which accounts are laid, while resolution 15 authorises the Company's Audit Committee to determine the auditors' remuneration.

AUTHORITYTO ALLOT SHARES (RESOLUTION 16)

Under section 551 of the Companies Act 2006, the Directors may only allot shares or grant rights to subscribe for or convert any securities into shares if authorised to do so by Shareholders. The Investment Association ('IA') guidelines on Directors' authority to allot shares state that IA members will regard as routine resolutions seeking authority to allot shares representing up to two-thirds of a company's issued share capital. In accordance with IA guidelines, one half of that section 551 authority (equal to one third of the Company's issued ordinary share capital, excluding treasury shares, as at 14 March 2023 being the latest practicable date prior to publication of the Notice of Annual General Meeting (the 'Latest Practicable Date')) will only be applied (if at all) to fully pre-emptive rights issues. In light of these guidelines, this resolution will, if passed, authorise the Directors to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares up to an aggregate nominal amount of £21,634,337.50 representing 173,074,700 shares ordinary shares of 12.5p each) such amount being equal to approximately two-thirds of the issued ordinary share capital of the Company as at the Latest Practicable Date.

As at the Latest Practicable Date, 1,465 ordinary shares were held by the Company in treasury, which represents approximately 0.0006% of the total issued share capital of the Company (excluding shares held in treasury) as at that date.

The authority sought under this resolution will expire at the conclusion of the next Annual General Meeting of the Company or on 26 July 2024, whichever is the earlier.

The Directors have no present intention to exercise the authority sought under this resolution and do not intend to issue any shares other than pursuant to The Weir Group Share Reward Plan 2018 (the 'SRP') or The Weir Group PLC All-Employee Share Ownership Plan ('Weir ShareBuilder') however, the Directors may consider doing so if they believe it would be appropriate in respect of business opportunities that may arise consistent with the Company's strategic objectives and consider it desirable to have the maximum flexibility permitted by corporate governance guidelines.

PARTIAL DISAPPLICATION OF PRE-EMPTION RIGHTS (RESOLUTIONS 17 AND 18)

Resolutions 17 and 18 will give the Directors authority to allot ordinary shares in the capital of the Company pursuant to the authority granted under Resolution 16 above for cash without complying with the pre-emption rights in the Companies Act 2006 in certain circumstances. Both will be proposed as special resolutions.

The Pre-Emption Group's Statement of Principles were revised in November 2022 (the "Pre-Emption Group Principles") to allow companies to seek authority for an issue of shares for cash otherwise than in connection with a pre-emptive offer to include: (i) an authority up to 10% of a company's issued share capital for use on an unrestricted basis; and (ii) an additional authority up to a further 10% of a company's issued share capital for use in connection with an acquisition or specified capital investment announced contemporaneously with the issue, or has taken place in the twelve month period preceding the announcement of the issue. In both cases, an additional authority of up to 2% may be sought for the purposes of making a follow-on offer.

Having considered the revised Pre-Emption Group Principles, the Directors consider it appropriate to continue to seek disapplication authorities in line with its previous practice being over 5% of the Company's issued share capital for use on an unrestricted basis and a further 5% for use in connection with an acquisition or specified capital investment. This level of authority is in line with institutional shareholder guidance and within the limits set out the Pre-Emption Group Principles as described above. The Board considers that it is in the best interests of the Company and its Shareholders generally that the Company have the flexibility conferred by Resolutions 17 and 18 to conduct a pre-emptive offering without complying with the strict requirements of the statutory pre-emption provisions and to finance business opportunities quickly and efficiently when they arise. The Directors confirm their intention to follow the shareholder protections contained in Part 2B of the Pre-emption Group Principles.

Resolution 17 will therefore permit the directors to allot:

1. equity securities for cash and sell treasury shares up to a nominal amount of £21,634,337.50, representing two-thirds of the company's issued share capital as at the Latest Practicable Date on an offer to existing Shareholders on a pre-emptive basis (that is including a rights issue or an open offer), with one-third being available only in connection with a rights issue (in each case subject to any adjustments, such as for fractional entitlements and overseas Shareholders, as the Directors see fit); and
2. equity securities for cash and sell treasury shares up to a maximum nominal value of £1,622,575, representing approximately 5% of

the issued ordinary share capital of the Company as at the Latest Practicable Date otherwise than in connection with a pre-emptive offer to existing Shareholders.

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TheWeir Group PLC

Notice of Annual General Meeting 2023

LETTERTO SHAREHOLDERS CONTINUED

Resolution 18 will permit the directors to allot additional equity securities for cash and sell treasury shares up to a maximum nominal value of £1,622,575, representing approximately a further 5% of the issued ordinary share capital of the Company as at the Latest Practicable Date, otherwise than in connection with a pre-emptive offer to existing Shareholders for the purposes of financing or refinancing a transaction as contemplated by the Pre-Emption Group Principles described above.

As noted in relation to Resolution 16 above, the Directors have no current intention of issuing ordinary shares other than in relation to the Company's SRP and Weir ShareBuilder share schemes.

The authority contained in Resolutions 17 and 18 will expire upon the expiry of the authority to allot shares conferred in Resolution 16 (that is at the end of the next AGM of the Company or, if earlier, on or, if earlier, on 26 July 2024).

AUTHORITYTO PURCHASE OWN SHARES (RESOLUTION 19)

At last year's Annual General Meeting, the Company was authorised, in accordance with its Articles of Association and within institutional Shareholder guidelines, to purchase its own shares. No such purchases have been made using this authority. The Directors are seeking renewal of this authority for a further year. Accordingly, this resolution, which will be proposed as a special resolution, seeks authority to make market purchases up to a maximum of 25,961,205 ordinary shares (being approximately 10% of the Company's issued share capital as at the Latest Practicable Date, excluding shares in treasury) and specifies the maximum and minimum purchase prices for the shares. It is the Company's current intention to hold any shares purchased in treasury for use in connection with the SRP or Weir ShareBuilder. However, in order to respond properly to the Company's capital requirements and prevailing market conditions, the directors will reassess at the time of any and each actual purchase whether to hold the shares in treasury or cancel them, provided it is permitted to do so. A maximum of 10% of the Company's issued share capital may be held as treasury shares. As at the Latest Practicable Date, there were 1,592,543 awards outstanding to subscribe for ordinary shares under the Company's share plans. If the outstanding awards were fully exercised, they would represent approximately 0.6% of the issued share capital of the Company (excluding shares held in treasury). If the buyback authority was exercised in full, pursuant to this resolution, then the number of awards to subscribe for shares outstanding as at the Latest Practicable Date would represent 0.68% of the reduced share capital of the Company (excluding shares held in treasury).

This authority will expire at the conclusion of the next Annual General Meeting of the Company or on 26 July 2024, whichever is earlier. Purchases of shares either for cancellation or to be held in treasury would only be undertaken within the limits of the Company's available reserves and only if, in the opinion of the Directors, they are expected to enhance earnings per share or otherwise benefit the overall financial position of the Company.

NOTICE OF GENERAL MEETINGS (RESOLUTION 20)

Resolution 20 is a resolution to allow the Company to hold general meetings (other than annual general meetings) on 14 clear days' notice. The minimum notice period permitted by the Companies Act 2006 for general meetings is 21 clear days unless Shareholders approve a shorter notice period, which cannot be less than 14 clear days (annual general meetings must always be held on at least 21 clear days' notice).

The Companies Act 2006 also requires, in order for the Company to be able to call a general meeting on less than 21 clear days' notice, that it offers a facility for Shareholders to vote by electronic means. This condition is met if the Company offers a facility, accessible to all Shareholders, to appoint a proxy by means of a website. The Board is confident that electronic means of voting are or can be made available to all the Company's registered Shareholders. It is, therefore, proposing resolution 20 as a special resolution to approve 14 clear days as the minimum period of notice for all general meetings of the Company other than annual general meetings. The approval will be effective until the end of the Company's next Annual General Meeting, when it is intended that the approval be renewed. The shorter notice period would not be used as a matter of course for such meetings, but only where, taking into account the circumstances the Directors consider that the flexibility is merited by the business of the meeting and is to the advantage of Shareholders as a whole.

RECOMMENDATION AND ACTIONTO BETAKEN

The Board believes that the attached resolutions are in the best interests of the Company and its Shareholders and the Directors recommend that you give them your full support by voting in favour of the resolutions, which they intend to do in respect of their own beneficial holdings.

You will find enclosed a proxy card which you are requested to complete and return in accordance with the instructions printed thereon as soon as possible, but in any event to be received not less than 48 hours before the Annual General Meeting.

BARBARA JEREMIAH

Chair of The Weir Group PLC

21 March 2023

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TheWeir Group PLC

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the one hundred and twenty-nineth Annual General Meeting of The Weir Group PLC (the 'Company') will be held at the Company's Head Office, 1 West Regent Street, Glasgow G2 1RW, on 27 April

2023 at 2.30p.m. for the purpose of transacting the following business:

To consider and, if thought fit, pass resolutions 1 to 16 inclusive as ordinary resolutions and resolutions 17 to 20 inclusive as special resolutions:

1. That the audited financial statements of the Company for the year ended 31 December 2022 and the Reports of the Directors and Auditors of the Company thereon, be received.
2. That the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) contained on pages 111 to 134 of the Annual Report and Financial Statements of the Company for the year ended 31 December 2022 be approved.
3. That a final dividend for the year ended 31 December 2022 of 19.3p pence per ordinary share of 12.5 pence each in the capital of the Company, payable on 5 June 2023 to those Shareholders on the register of members of the Company at the close of business on 21 April 2023, be declared.
4. That Barbara Jeremiah be re-elected as a Director of the Company.
5. That Jon Stanton be re-elected as a Director of the Company.
6. That John Heasley be re-elected as a Director of the Company.
7. That Dame Nicole Brewer be elected as a Director of the Company.
8. That Clare Chapman be re-elected as a Director of the Company.
9. That Tracey Kerr be elected as a Director of the Company.
10. That Ben Magara be re-elected as a Director of the Company.
11. That Sir Jim McDonald be re-elected as a Director of the Company.
12. That Srinivasan Venkatakrishnan be re-elected as a Director of the Company.
13. That Stephen Young be re-elected as a Director of the Company.
14. That PricewaterhouseCoopers LLP be re-appointed as auditors of the Company to hold office from the conclusion of the Annual General Meeting until the conclusion of the next general meeting at which accounts are laid before the Company.
15. That the Company's Audit Committee be authorised to determine the remuneration of the auditors.
16. That the Directors of the Company be and are hereby generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006, in substitution for all existing authorities to the extent unused, to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company:
17. 1. up to an aggregate nominal amount of £10,817,168.75;
    2. up to a further aggregate nominal amount of £10,817,158.75 provided that (i) they are equity securities (within the meaning of section 560(1) of the Companies Act 2006) and (ii) they are offered by way of a rights issue to holders of ordinary shares on the register of members at such record date as the Directors may determine where the equity securities respectively attributable to the interests of the Shareholders are proportionate (as nearly as may be practicable) to the respective numbers of shares held by them on any such record date, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and
    3. provided that, the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, on 26 July 2024, save that the Company may before such expiry make any offer or agreement which would or might require equity securities to be allotted or such rights to be granted after such expiry and the Directors of the Company may allot equity securities and grant rights in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.
18. That if resolution 16 is passed, the Board be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:
19. 1. to the allotment of equity securities or sale of treasury shares in connection with an offer of securities (but in the case of the authority granted under paragraph (b) of resolution 16 by way of rights issue only) in favour of the holders of ordinary shares on the register of members at such record dates as the Directors may determine and other persons entitled to participate therein where the equity securities respectively attributable to the interests of the ordinary Shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on any such record dates, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of ordinary shares being represented by depositary receipts or any other matter; and

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