Spirent Communications PLC — Proxy Solicitation & Information Statement 2021

Mar 24, 2021

Form of Proxy

Voting ID

Reference Number

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

Due to current restrictions on public gatherings due to the COVID-19 pandemic, shareholders are encouraged not to attend the 2021 AGM in person. As set out in the Notice of 2021 AGM, the Board urges you to appoint the Chair of the 2021 AGM as your proxy and not another named individual who will not be able to attend in your place. Before completing this Form of Proxy please read the explanatory notes.

I/We hereby appoint the Chair of the 2021 AGM or the following person

Task ID

(name of proxy) in respect of Contact Contact Contact of Contact Contact Contact Contact Contact Contact Contact Contact Contact Contact Contact Contact Contact Contact Contact Contact Contact Contact Contact Contact Conta rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the 2021 AGM of Spirent Communications plc (the "Company") to be held at the Company's registered office at Origin One, 108 High Street, Crawley, West Sussex RH10 1BD on Wednesday 28 April 2021 and at any adjournment there of (see note 1).

Please tick here in 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:

RESOLUTIONS	For	Against	Vote withheld	Discretionary
1. To receive the Annual Report for 2020
2. To approve the Report on Directors' remuneration for 2020
3. To approve the Directors' Remuneration Policy
4. To approve the Final Dividend
5. To approve the Special Dividend
6. To re-elect Paula Bell as a Director
7. To re-elect Gary Bullard 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-elect Sir Bill Thomas as a Director
12. To re-elect Eric Updyke as a Director
13. To appoint Deloitte LLP as auditor
14. To authorise the Directors to determine the remuneration of the auditor
15. To authorise the Directors to allot securities
16. To authorise the Directors to disapply pre-emption rights
17. To authorise the Company to make market purchases of its own shares
18. To authorise a 14-day notice period for general meetings
19. To adopt new Articles of Association
20. To approve the renewal of the US Employee Stock Purchase Plan and Global Share Purchase Plan
21. To approve the UK Sharesave Plan

Signature

Date

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.

Shareholder Reference Number

You will need this Shareholder Reference Number to access the webcast of the 2021 AGM.

Shareholder Attendance Card
Wednesday 28 April 2021 at 10.30am at the Company's
registered office at Origin One, 108 High Street, Crawley
West Sussex RH10 IBD 2021 Annual General Meeting Spirent Communications plc

United Kingdom

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 speak and vote on their behalf at the 2021 AGM. If you wish to appoint a person other than the Chair of the 2021 AGM, please insert the name of your chosen proxy holder in the box provided. Given the restrictions on in-person attendance of the 2021 AGM set out in the Notice of 2021 AGM, the Board urges you to appoint the Chair of the 2021 AGM (and not any named individual) as your proxy. 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.
• 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 2021 AGM.
• 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 (e.g. 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 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.
• 1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the 2021 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 26 April 2021, 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 2021 AGM.

• This Form of Proxy must be received by the Company's Registrar, Equiniti, no later than 10.30am on Monday 26 April 2021. 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.

You may change your proxy instruction provided that the Company's registrars receive your amended proxy instruction by the deadline for receipt of proxies. In light of the restrictions on in-person attendance detailed in the Notice of 2021 AGM, you are urged to appoint the Chair of the 2021 AGM (and not a named individual) as your proxy.

• 1. Alternatively, Electronic Proxy Appointment ("EPA") is available for the 2021 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 26 April 2021 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 2021 AGM and voting in person. However, please note that there are restrictions on in-person attendance at the 2021 AGM in place as further detailed in the Notice of 2021 AGM.
• 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).