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Spirent Communications PLC Proxy Solicitation & Information Statement 2022

Mar 30, 2022

4625_agm-r_2022-03-30_c71581fe-d26d-4581-a47f-c7fd1f0e6784.pdf

Proxy Solicitation & Information Statement

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

If you are not able to attend the 2022 Annual General Meeting ("2022 AGM"), you can appoint another person (proxy) to attend, speak and vote on your behalf. As set out in the Notice of 2022 AGM, the Board urges you to appoint the Chair of the 2022 AGM as your proxy and not another named individual who may 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 2022 AGM or the following person .......................................................................

Voting ID Task ID Reference Number

(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 2022 AGM of Spirent Communications plc (the "Company") to be held at the offices of FTI Consulting, 200 Aldersgate, Aldersgate Street, London EC1A 4HD on Friday 6 May 2022 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:

RES
OL
UT
ION
S
For Aga
inst
Vot
e
with
held
Disc
reti
ona
ry
the
l Re
t fo
1. T
cei
An
r 20
21
o re
ve
nua
por
2. T
the
Re
Di
s' r
ion
for
20
21
t on
tor
rat
o a
ppr
ove
por
rec
em
une
3. T
the
Fin
al D
ivid
end
o a
ppr
ove
lect
4. T
M
ie B
ie a
Di
tor
o e
agg
ugg
s a
rec
5. T
-el
Pa
ula
Be
ll a
Di
ect
tor
o re
s a
rec
-el
Bul
lard
6. T
ect
Ga
Dir
ect
o re
ry
as
a
or
7. T
-el
We
ndy
Ko
h a
Di
ect
tor
o re
s a
rec
-el
Ed
8. T
ect
r M
i as
Dir
ect
o re
ga
asr
a
or
9. T
-el
Jon
ath
Silv
Di
ect
tor
o re
an
er a
s a
rec
-el
Bil
l Th
10.
To
ect
Sir
a D
irec
tor
re
om
as
as
11.
To
-el
Er
ic U
dy
ke a
Di
ect
tor
re
p
s a
rec
loit
te L
LP
aud
12.
To
int
De
itor
re
-ap
po
as
tho
the
de
e th
f th
udi
13.
To
rise
Di
min
atio
tor
s to
ter
tor
au
rec
e re
mu
ner
n o
e a
To
tho
rise
the
Di
all
ritie
14.
tor
s to
ot s
au
rec
ecu
s
tho
the
dis
ly p
hts
15.
To
rise
Di
tor
s to
tion
rig
au
rec
ap
p
re-
em
p
16.
To
tho
rise
the
Co
ke
rke
rch
f its
har
to
t pu
au
mp
any
ma
ma
ase
s o
ow
n s
es
tho
day
riod
for
al m
17.
To
rise
14-
tice
eet
ing
au
a
no
pe
ge
ner
s

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.

meeting in person or to access the webcast of the 2022 AGM. You will need this Shareholder Reference Number to attend the

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 2022 AGM. If you wish to appoint a person other than the Chair of the 2022 AGM, please insert the name of your chosen proxy holder in the box provided. The Board urges you to appoint the Chair of the 2022 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 2022 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 2022 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 Wednesday 4 May 2022, 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 2022 AGM.
  • This Form of Proxy must be received by the Company's Registrar, Equiniti, no later than 11.00am on Wednesday 4 May 2022. 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 Registrar receives your amended proxy instruction by the deadline for receipt of proxies. You are urged to appoint the Chair of the 2022 AGM (and not a named individual) as your proxy.

    1. Alternatively, Electronic Proxy Appointment ("EPA") is available for the 2022 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 11.00am on Wednesday 4 May 2022 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 or if calling from overseas +44 (0) 121 415 7047. 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 2022 AGM and voting.
    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).

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