Spirent Communications PLC — Proxy Solicitation & Information Statement 2016

Mar 23, 2016

munications plc
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Spirent Co

2016 Annual General Meeting Shareholder Attendance Card Wednesday 4 May 2016 at 1.00pm at the offices of UBS at 1 Finsbury Avenue, London EC2M 2PP United Kingdom

If you come to the 2016 AGM please bring this card with you.

Shareholder Reference Number

Notes for completing your Form of Proxy

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his/her proxy to exercise all or any of his/her rights to attend, speak and vote on their behalf at the 2016 AGM. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the box provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of Ordinary Shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this Form of Proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account), in relation to both (a) the resolutions specified; and (b) unless otherwise instructed, on any business (including amendments to resolutions) which may come before the meeting.
• 1. Please indicate with an "X" in the boxes provided how you wish your vote to be cast. Unless otherwise instructed, the person appointed as proxy will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting on any particular resolution and on any other business (including amendments to resolutions and any procedural business) which may come before the 2016 AGM.
  2. 1. If this Form of Proxy is signed by someone else on your behalf, their authority to sign must be returned with this Form of Proxy. In the case of a joint holding, any holder may sign. If the shareholder is a corporation, this Form of Proxy must be executed under its common seal or signed by an officer, attorney or other person duly authorised by the corporation, stating their capacity (eg director, secretary). Any alterations to the Form of Proxy should be initialled.
• 1. To appoint more than one proxy you may photocopy this Form of Proxy or (an) additional Form(s) of Proxy may be obtained by contacting the Registrars' helpline on 0371 384 2126. Lines are open 8.30am to 5.30pm (UK time), Monday to Friday, excluding English public holidays. Please indicate in the box next to the proxy holder's name the number of Ordinary Shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All Forms of Proxy must be signed and should be returned together.
• 1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the 2016 AGM and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6.00pm on 2 May 2016, or, if the meeting is adjourned, not more than 48 hours prior to the reconvened meeting. In each case, changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the 2016 AGM.
• 1. This Form of Proxy must be received by the Company's registrar, Equiniti, no later than 1.00pm on 2 May 2016. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by Equiniti (ID Number RA19) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which Equiniti is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 1. Alternatively, Electronic Proxy Appointment ("EPA") is available for the 2016 AGM. To use this facility you should visit www.sharevote.co.uk where details of the procedure are shown. The Voting ID, Task ID and Shareholder Reference Number shown on the Form of Proxy will be required to complete the procedure. If you have already registered with the Company registrar's online portfolio service, Shareview, you can submit your proxy by logging on to your portfolio at www.shareview.co.uk and clicking on Company Meetings. EPA will not be valid if received after 1.00pm on 2 May 2016 and will not be accepted if found to contain a computer virus.
• 1. The "Vote Withheld" option is provided to enable you to instruct your proxy to abstain from voting on any particular resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and will not be counted in the calculation of the percentage of votes "For" and "Against" a resolution.
• 1. This Form of Proxy shows your address as it appears on the Register of Members. If this information is incorrect, please contact the Company's registrar, Equiniti, on 0371 384 2126. Lines are open 8.30am to 5.30pm (UK time), Monday to Friday, excluding English public holidays.
• 1. The completion and return of this Form of Proxy will not preclude a member from attending the 2016 AGM and voting in person.
• 1. Shareholders are advised that unless otherwise provided, the telephone numbers, website and email addresses which may be set out in the Notice of Meeting or this Form of Proxy are not to be used for the purpose of communication with the Company (including the service of documents or information on the Company).

Spirent Communications plc

2016 Annual General Meeting Form of Proxy

	Voting ID	Task ID			Shareholder Reference Number
		You can vote electronically at www.sharevote.co.uk using the above numbers
	please read the explanatory notes.	If you are not able to attend the 2016 Annual General Meeting ("2016 AGM") and do not wish to vote electronically, you can appoint another person ("proxy") to attend, speak and vote on your behalf. Before completing this Form of Proxy
		I/We hereby appoint the Chairman of the 2016 AGM or the following person
				(name of proxy) in respect of
		Ordinary Shares as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the 2016 AGM of Spirent Communications plc (the "Company") to be held at the offices of UBS at 1 Finsbury Avenue, London EC2M 2PP on Wednesday 4 May 2016 and at any adjournment thereof (see note 1).
		Please tick here if this proxy appointment is one of multiple appointments being made. For the appointment of more than one proxy, please refer to note 4.
		Please indicate your vote by placing a cross in the appropriate boxes in black ink.			x
		I/We direct my/our proxy to vote as follows:
	Resolutions			For	Against	Vote Withheld	Discretionary
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18	To declare a final dividend To elect Tom Lantzsch as a director	To receive the Annual Report for 2015 To approve the Report on directors' remuneration for 2015 To approve the Company's Remuneration Policy To elect Jonathan Silver as a director To re-elect Eric Hutchinson as a director To re-elect Duncan Lewis as a director To re-elect Tom Maxwell as a director To re-elect Sue Swenson as a director To re-elect Alex Walker as a director To re-appoint Ernst & Young LLP as auditor To authorise the directors to determine the remuneration of the auditor To authorise the directors to allot securities To authorise the directors to disapply pre-emption rights To authorise the Company to make market purchases of its own shares To authorise a 14 day notice period for general meetings To approve the Spirent Long-term Incentive Plan
	Signature				Date

Freepost RTHJ-CLLL-KBKU Equiniti Aspect House Spencer Road LANCING BN99 8LU