Spirent Communications PLC — AGM Information 2025

Jun 30, 2025

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title: "SPIRENT COMMUNICATIONS PLC"
author: "mbalch"
date: 2023-10-17 11:47:00+00:00
processor: python-docx+mammoth
status: success

---

SPIRENT COMMUNICATIONS PLC

RESULT OF 2025 ANNUAL GENERAL MEETING

London, UK – 26 June 2025: Spirent Communications plc (“the Company”) (LSE: SPT), the leading provider of automated test and assurance solutions for next-generation devices and networks, announces that, at the 2025 Annual General Meeting (“2025 AGM”) of the Company held earlier today, all but one of the resolutions as set out in the Notice of 2025 AGM dated 27 May 2025, were duly passed by shareholders on a poll. A voting outcome statement is set out below the poll results, which are as follows and will also be placed on the Company’s website at https://corporate.spirent.com/shareholder-information/agm

Resolution/Voting		For (incl discretionary)		Against		Withheld
No.	Item	No of Shares	%	No of Shares	%	No of Shares
1	To receive the Annual Report for 2024	182,590,822	99.84%	291,686	0.16%	2,126,631
2	To approve the Report on Directors’ remuneration for 2024	26,429,946	14.54%	155,299,996	85.46%	3,279,197
3	To re-elect Paula Bell as a Director	170,238,330	92.03%	14,739,406	7.97%	31,403
4	To re-elect Maggie Buggie as a Director	149,841,718	81.01%	35,135,898	18.99%	31,523
5	To re-elect Gary Bullard as a Director	112,419,602	61.05%	71,729,432	38.95%	860,105
6	To re-elect Wendy Koh as a Director	148,227,083	80.13%	36,750,653	19.87%	31,403
7	To re-elect Edgar Masri as a Director	149,049,636	80.58%	35,928,100	19.42%	31,403
8	To re-elect Jonathan Silver as a Director	136,977,908	74.05%	47,999,828	25.95%	31,403
9	To re-elect Sir Bill Thomas as a Director	167,435,659	90.51%	17,547,401	9.49%	26,079
10	To re-elect Eric Updyke as a Director	183,382,863	99.14%	1,594,873	0.86%	31,403
11	To re-appoint Deloitte LLP as auditor	184,962,135	99.98%	41,388	0.02%	5,616
12	To authorise the Directors to determine the remuneration of the auditor	184,958,406	99.98%	28,641	0.02%	22,092
13	To authorise the Directors to allot securities	182,845,665	98.83%	2,157,638	1.17%	5,836
14	To authorise the Directors to disapply pre-emption rights	184,660,328	99.95%	90,631	0.05%	258,180
15	To authorise the Company to make market purchases of its own shares	184,648,269	99.97%	54,929	0.03%	305,941
16	To authorise a 14-day notice period for general meetings	178,027,791	96.23%	6,980,525	3.77%	823

Spirent - AGM Voting Outcome Statement

The Board notes that resolution 2, to approve the Report on Directors’ remuneration for 2024, was not passed at the 2025 AGM. There was also a reduced level of support for the re-election of the chair and members of the Remuneration Committee. We are grateful to the shareholders who supported their re-election.

The decisions in relation to remuneration this year have all been taken in the extraordinary context of a complex transaction which has been in progress since the first half of last year.

It was vital to retain and motivate our senior leaders during a period of extended uncertainty and change for the business, ahead of the close of the Keysight acquisition. It was also important to recognise the impact on trading caused by this uncertainty. The decisions taken reflect these unusual circumstances and the Remuneration Committee and the Board firmly believes that the decisions we have made this year have been necessary in order to ensure our remuneration decisions were effective and fair.

Significant changes in our shareholder base following the announcement of the acquisition of Spirent by Keysight Technologies - resulting in a large portion of the register being held through swaps and similar arrangements - resulted in a low vote, with only 31.83% of the Ordinary Share Capital voting on these resolutions. This also reduced the Company’s ability to consult directly with shareholders in recent months.

Copies of all special resolutions will be submitted to the FCA National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

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Enquiries

Steven Hornbuckle Deputy Company Secretary	Spirent Communications plc	+44 (0)1293 767676

About Spirent Communications plc

Spirent Communications plc (LSE: SPT) is the leading global provider of automated test and assurance solutions for networks, cybersecurity and positioning. The Company provides innovative products, services and managed solutions that address the test, assurance and automation challenges of a new generation of technologies, including 5G, SD-WAN, Cloud, autonomous vehicles and beyond. From the lab to the real world, Spirent helps companies deliver on their promise to their customers of a new generation of connected devices and technologies. Further information about Spirent Communications plc can be found at https://corporate.spirent.com/.

Spirent Communications plc Ordinary Shares are traded on the London Stock Exchange (ticker: SPT; LEI: 213800HKCUNWP1916L38). The Company operates a Level 1 American Depositary Receipt (ADR) programme with each ADR representing four Spirent Communications plc Ordinary Shares. The ADRs trade in the US over-the-counter (OTC) market under the symbol SPMYY and the CUSIP number is 84856M209. Spirent ADRs are quoted on the Pink OTC Markets electronic quotation service which can be found at https://www.otcmarkets.com/marketplaces/otc-pink.

Spirent and the Spirent logo are trademarks or registered trademarks of Spirent Communications plc. All other trademarks or registered trademarks mentioned herein are held by their respective companies. All rights reserved.

Cautionary statement regarding forward-looking statements

This document may contain forward-looking statements which are made in good faith and are based on current expectations or beliefs, as well as assumptions about future events. You can sometimes, but not always, identify these statements by the use of a date in the future or such words as "will", "anticipate", "estimate", "expect", "project", "intend", "plan", "should", "may", "assume" and other similar words. By their nature, forward-looking statements are inherently predictive and speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. You should not place undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to factors that could cause our actual results to differ materially from those expressed or implied by these statements. The Company undertakes no obligation to update any forward-looking statements contained in this document, whether as a result of new information, future events or otherwise.