Weir Group PLC · LSE:WEIR

Weir — The Weir Group — Merger or Acquisition (November 2011)

17 slides from Weir's merger presentation, Nov 23, 2011

1. Slide 1: Acquisition of Seaboard Holdings Inc

   The Weir Group PLC Acquisition of Seaboard Holdings Inc Acquisition of Seaboard Holdings Inc 23 November 2011 Wellhead Frac Trees Service Repair Equipment Excellent Engineering Solutions

2. Slide 2: Overview

   The Weir Group PLC 2 Overview  US$675m (£431m(1)) acquisition of Seaboard Holdings Inc  Leading provider of surface wellhead & pressure control solutions  Acquired from management and private investor Industrial Growth Partners  11.6x forecast 2011 EBITDA / 9.5x annualised Q3-2011 EBITDA(2)  Pr

3. Slide 3: Overview of Seaboard

   The Weir Group PLC 3 Overview of Seaboard Sales by product/service category  Manufacture, sale & rental of full range of surface wellhead equipment 13% Wellhead  North American focused, active across drilling, completion & production Equipment  Services conventional and unconventional upstream ma

4. Slide 4: Progressing Weir's upstream oil & gas strategy

   The Weir Group PLC 4 Progressing Weir’s upstream oil & gas strategy  Increases contribution from core high-growth upstream oil & gas markets  Increasing relevance to expanded customer base, extends offering beyond pressure pumping market  Provides entry to attractive adjacent market with further

5. Slide 5: Strong alignment with Weir's upstream product offering

   The Weir Group PLC 5 Strong alignment with Weir’s upstream product offering Hydraulic fracturing operation showing wellhead frac tree in foreground connected via SPM flow control products and manifold trailer with SPM’s DestinyTM frac pumps. The acquisition of Seaboard introduces wellhead products t

6. Slide 6: Wellhead market and Seaboard's positioning

   The Weir Group PLC 6 Wellhead market and Seaboard’s positioning Surface equipment market 15% 5.0  Large $4.25bn market in 2011 4.0 CAGR 19%  Approaching 20% p.a. growth since 2009 3.0  15% growth forecasted in 2012 2.0 1.0  Seaboard has a c.9% market share of the North American market 0.0  Weir

7. Slide 7: Background and historic performance

   The Weir Group PLC 7 Background and historic performance Sales - US$m pro-forma (1) Source: Weir 250 CAGR 34%  Key development milestones 200  Founded 1974, acquired by Hunt Valve in 1999 150 229 100 216  2003 buy-out led by current management 50 120 163  Expanded through acquisitions and organi

8. Slide 8: Comprehensive service network

   The Weir Group PLC 8 Comprehensive service network Complementary service footprint provide growth opportunities

9. Slide 9: Complementary customer base

   The Weir Group PLC 9 Complementary customer base E&P Companies Current primary route to market Weir SPM Seaboard Opportunities created through combination Service Companies Complementary customer base provides cross selling opportunities

10. Slide 10: High growth potential

    The Weir Group PLC 10 High growth potential  Positive underlying market growth  Strong fundamentals support medium term growth  Seaboard’s North American focus strengthens exposure to fast growing frac market  Accelerated growth potential as part of Weir Group 1. Leveraging Weir’s footprint in U

11. Slide 11: Key transaction and funding terms

    The Weir Group PLC 11 Key transaction and funding terms  US$675m to be paid in cash on completion  Transaction costs of c.US$7m will be incurred and recognised in Weir’s 2011 results  Funded through existing and new debt facilities  US$300m bi-lateral loan - 2 year 10 months (expires coterminous

12. Slide 12: Summary

    The Weir Group PLC 12 Summary  Leading provider of wellhead equipment to the North American market Leading surface  Extending our leading position in the unconventional market equipment platform  Entry to attractive market adjacencies with future consolidation opportunities Aligned to Weir  High

13. Slide 13: Appendix

    The Weir Group PLC 13 Appendix Hydraulic fracturing operation showing Weir SPM frac pumps connected via flow control products to the wellhead Excellent Engineering Solutions

14. Slide 14: Seaboard pro-forma financials

    The Weir Group PLC 14 Seaboard pro-forma(1) financials US$m 2009 2010 2011E Q3-11(2) Revenue 119.6 163.1 216.0 229.2 Growth 36% 32% n/a EBITDA 25.3 34.0 58.0 66.0 Margin 21.2% 20.8% 26.9% 28.8% EBITA 16.5 24.7 49.0 56.4 Margin 13.8% 15.1% 22.7% 24.6% (1) Proforma unaudited financial information whic

15. Slide 15: Seaboard product range

    The Weir Group PLC 15 Seaboard product range Proprietary wellhead equipment Production tree Specialised wellhead equipment Wellhead inventory Pressure testing frac equipment Gate valves ready for shipment Offshore wellhead awaiting repair SeaboardTM frac tree Production wellhead Installation of Seab

16. Slide 16: Weir Oil & Gas division overview

    The Weir Group PLC 16 Weir Oil & Gas division overview 2010 Input by business line £m 2008 (1) 2009 (1) 2010 Downstream Upstream Input OE 157 124 289 Services Input aftermarket 176 194 337 Input total 333 318 626 2010 Input by geography % Revenue OE 140 119 194 Emerging markets Revenue aftermarket 1

17. Slide 17: Acquisition of Seaboard Holdings Inc

    The Weir Group PLC Acquisition of Seaboard Holdings Inc Acquisition of Seaboard Holdings Inc 23 November 2011 This presentation contains certain forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. In

The Weir Group — Merger or Acquisition (November 2011) on 6ix