Spirent Communications PLC — Proxy Solicitation & Information Statement 2020

Mar 24, 2020

Spirent Communications plc

2020 Annual General Meeting

Form of Proxy

Voting ID
Task ID
Reference Number

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

You can vote electronically at www.sharevote.co.uk using the above numbers.

If you are not able to attend the 2020 Annual General Meeting (2020 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 please read the explanatory notes.

I/We hereby appoint the Chairman of the 2020 AGM or the following person

XXXXXXXXXXXXXXXXXXXXXX (name of proxy) in respect of: XXXXXXXXXXXXXXXX

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 2020 AGM of Spirent Communications plc (Company) to be held at the registered office of Spirent Communications plc at Origin One, 108 High Street, Crawley, West Sussex RH10 1BD, United Kingdom on Wednesday 29 April 2020 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. ☑

I/We direct my/our proxy to vote as follows:

ORDINARY RESOLUTIONS	For	Against	Vote withheld	Discretionary
1. To receive the Annual Report for 2019	☐	☐	☐	☐
2. To approve the Report on Directors’ remuneration for 2019	☐	☐	☐	☐
3. To approve the Final Dividend	☐	☐	☐	☐
4. To elect Eric Updyke as a Director	☐	☐	☐	☐
5. To re-elect Paula Bell as a Director	☐	☐	☐	☐
6. To re-elect Gary Bullard as a Director	☐	☐	☐	☐
7. To re-elect William Thomas as a Director	☐	☐	☐	☐
8. To re-elect Wendy Koh as a Director	☐	☐	☐	☐
9. To re-elect Edgar Masri as a Director	☐	☐	☐	☐
10. To re-elect Jonathan Silver as a Director	☐	☐	☐	☐
11. To re-appoint Ernst & Young LLP as auditor	☐	☐	☐	☐
12. To authorise the Directors to determine the remuneration of the auditor	☐	☐	☐	☐
13. To authorise the Directors to allot securities	☐	☐	☐	☐
14. To authorise the Directors to disapply pre-emption rights	☐	☐	☐	☐
15. To authorise the Company to make market purchases of its own shares	☐	☐	☐	☐
16. To authorise a 14-day notice period for general meetings	☐	☐	☐	☐

Signature XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX Date XXXXXXXXX

If you would prefer, you may return this Form of Proxy in an envelope to:

Equiniti, FREEPOST, RTHJ-CLLL-KBKU, Aspect House, Spencer Road, Lancing BN99 8LU

No stamp is required.

Spirent Communications plc
2020 Annual General Meeting
Shareholder Attendance Card
Wednesday 29 April 2020 at 10.30am
at the registered office of
Spirent Communications plc
Origin One
108 High Street
Crawley
West Sussex
RH10 1BD
United Kingdom
Shareholder Reference Number
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
If you come to the 2020 AGM please bring this card with you.

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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 2020 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 the resolutions specified; and unless otherwise instructed, on any business (including amendments to resolutions) which may come before the meeting.

2. 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 2020 AGM.

3. 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 (e.g. director, secretary). Any alterations to the Form of Proxy should be initialled.

4. 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 if calling from the UK or +44 (0) 121 415 7047 if calling from overseas. Lines are open 8.30am to 5.30pm (UK time), Monday to Friday, excluding public holidays in England and Wales. 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.

5. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the 2020 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 6.30pm on Monday 27 April 2020, 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 2020 AGM.

6. This Form of Proxy must be received by the Company's Registrar, Equiniti, no later than 10.30am on Monday 27 April 2020. 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 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.

7. Alternatively, Electronic Proxy Appointment ("EPA") is available for the 2020 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. EPA will not be valid if received after 10.30am on Monday 27 April 2020 and will not be accepted if found to contain a computer virus.

8. 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.

9. 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.

10. The completion and return of this Form of Proxy will not preclude a member from attending the 2020 AGM and voting in person.

11. 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).

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