Spirent Communications PLC — AGM Information 2024

May 23, 2024

---

title: SPIRENT plc
author: JGomm
date: 2024-05-22 14:34:00+00:00

---

Angus Iveson, Company Secretary

SPIRENT COMMUNICATIONS plc

(the “Company”)

Company Number: 470893

At a General Meeting of the Company duly convened and held at the offices of Linklaters LLP, One Silk Street, EC2Y 8HQ on 22 May 2024 at 10:45 am (London time) the following resolution was passed:

Special Resolution

THAT:

for the purpose of giving effect to the scheme of arrangement dated 25 April 2024 (the “Scheme”) between the Company and its Scheme Shareholders (as defined in the Scheme), a print of which has been produced to this meeting and for the purposes of identification signed by the chair of this meeting, in its original form or with or subject to any modification, addition or condition agreed by the Company and Keysight Technologies Inc. (“Keysight”) and approved or imposed by the High Court of Justice in England and Wales, the directors of the Company (or a duly authorised committee of the directors) be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect; and

with effect from the passing of this resolution, the articles of association of the Company be amended by the adoption and inclusion of the following new article 147:

“147 SCHEME OF ARRANGEMENT

In this Article, the “Scheme” means the scheme of arrangement dated 25 April 2024 between the Company and its Scheme Shareholders (as defined in the Scheme) under Part 26 of the Companies Act 2006 in its original form or with or subject to any modification, addition or condition approved or imposed by the High Court of Justice in England and Wales and agreed by the Company and Keysight Technologies Inc. (“Keysight”) and (save as defined in this Article) expressions defined in the Scheme shall have the same meanings in this Article.

Notwithstanding any other provision of these Articles, if the Company issues any shares or transfers any shares out of treasury (other than to Keysight, any member of the Keysight Group or Keysight’s nominee) on or after the adoption of this Article and before the Scheme Record Time, such shares shall be issued or transferred subject to the terms of the Scheme (and shall be “Scheme Shares” for the purposes of the Scheme) and the holders of such shares shall be bound by the Scheme accordingly.

Notwithstanding any other provision of these Articles and subject to the Scheme becoming effective, if any shares are issued or transferred out of treasury to any person (a “New Member”) (other than under the Scheme or to Keysight, any member of the Keysight Group or Keysight’s nominee) at or after the Scheme Record Time (the “Post-Scheme Shares”), they shall be immediately transferred to Keysight (or as it may direct) in consideration of the payment by or on behalf of Keysight to the New Member of an amount in cash for each Post-Scheme Share equal to the consideration per Scheme Share payable pursuant to the Scheme. For the avoidance of doubt, any Spirent Shares issued or transferred out of treasury on or after the relevant record date for each of the Permitted Dividend and the Additional Dividend will not carry an entitlement to such Permitted Dividend or such Additional Dividend (if such dividend is declared), as applicable.

On any reorganisation of, or material alteration to, the share capital of the Company (including, without limitation, any subdivision and/or consolidation) effected after the Scheme Effective Time, the value of the cash payment per share to be paid under paragraph (C) of this Article may be adjusted by the Directors in such manner as the auditors of the Company or an investment bank selected by the Company may determine to be appropriate to reflect such reorganisation or alteration. References in this Article to shares or Post-Scheme Shares shall, following such adjustment, be construed accordingly.

No amounts of cash of less than one penny shall be paid to any New Member pursuant to this Article and the aggregate amount of cash to which a New Member would otherwise have become entitled shall be rounded down to the nearest penny.

To give effect to any transfer of Post-Scheme Shares, the Company may appoint any person as attorney and/or agent for the New Member to transfer the Post-Scheme Shares to Keysight or its nominee and do all such other things and execute and deliver all such documents (whether as a deed or otherwise) as may in the opinion of the attorney and/or agent be necessary or desirable to vest the Post-Scheme Shares in Keysight or its nominee and pending such vesting to exercise all such rights attaching to the Post-Scheme Shares as Keysight may direct. If an attorney and/or agent is so appointed, the New Member shall not thereafter (except to the extent that the attorney and/or agent fails to act in accordance with the directions of Keysight) be entitled to exercise any rights attaching to the Post-Scheme Shares unless so agreed in writing by Keysight. The attorney and/or agent shall be empowered to execute and deliver as transferor a form or forms of transfer or other instrument(s) or instruction(s) of transfer (whether as a deed or otherwise) on behalf of the New Member in favour of Keysight and/or its nominee(s) and the Company may give a good receipt for the consideration for the Post-Scheme Shares and may register Keysight and/or its nominee as holder of the Post-Scheme Shares and issue to it certificates for them. The Company shall not be obliged to issue a certificate to the New Member for the Post-Scheme Shares. Keysight shall settle the consideration due to the New Member by: (i) sending a cheque in sterling drawn on a UK clearing bank in favour of the New Member; or (ii) procuring that the Company settles such consideration on its behalf, in each case the consideration for such Post-Scheme Shares shall be paid to the New Member within 14 days of the issue or transfer of the Post-Scheme Shares to the New Member.

Notwithstanding any other provision of these Articles, neither the Company nor the Directors shall register the transfer of any Scheme Shares between the Scheme Record Time and the Scheme Effective Time.

Certified a true and correct copy