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.
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