Results of Annual General Meeting held on 8 May 2008
All of the resolutions proposed at the Annual General Meeting held on the above date were approved by attending shareholders on a show of hands. The decisions of the attending shareholders were endorsed by the proxy votes cast. A summary of the proxy votes is shown below:
| Resolutions | For | Against | Votes withheld | Total votes |
|---|
| | % | | % | | % | |
|---|
| 1 |
To receive the Company’s financial statements for the year to 31 December 2007, together with the reports of the directors and auditors |
510,374,730 |
99.61 |
1,262,867 |
0.25 |
747,463 |
0.14 |
512,385,060 |
| 2 |
To approve the Report on directors’ remuneration as set out on pages 33 to 42 of the Annual Report for the year to 31 December 2007 |
508,588,715 |
99.26 |
1,329,953 |
0.26 |
2,466,392 |
0.48 |
512,385,060 |
| 3 |
To re-elect Edward Bramson as a director ‡ |
505,464,494 |
98.65 |
4,438,514 |
0.87 |
2,482,052 |
0.48 |
512,385,060 |
| 4 |
To re-elect Gerard Eastman as a director ‡ |
505,249,290 |
98.61 |
4,876,906 |
0.95 |
2,258,864 |
0.44 |
512,385,060 |
| 5 |
To re-elect Eric Hutchinson as a director |
511,531,890 |
99.83 |
625,322 |
0.12 |
227,848 |
0.05 |
512,385,060 |
| 6 |
To elect Duncan Lewis as a director * ‡ |
511,470,007 |
99.82 |
679,584 |
0.13 |
235,469 |
0.05 |
512,385,060 |
| 7 |
To elect Tom Maxwell as a director † ‡ |
511,454,721 |
99.82 |
689,585 |
0.13 |
240,754 |
0.05 |
512,385,060 |
| 8 |
To re-appoint Ernst & Young LLP as auditors |
511,114,657 |
99.75 |
1,027,506 |
0.20 |
242,897 |
0.05 |
512,385,060 |
| 9 |
To authorise the directors to determine the remuneration of the auditors |
511,101,660 |
99.75 |
1,067,416 |
0.21 |
215,984 |
0.04 |
512,385,060 |
| 10 |
To authorise the directors to allot securities |
507,945,091 |
99.13 |
4,142,125 |
0.81 |
297,844 |
0.06 |
512,385,060 |
| 11 |
To authorise the directors to disapply pre-emption rights |
511,889,761 |
99.90 |
192,834 |
0.04 |
302,465 |
0.06 |
512,385,060 |
| 12 |
To authorise the Company to make market purchases of its own shares |
511,846,435 |
99.89 |
301,306 |
0.06 |
237,319 |
0.05 |
512,385,060 |
| 13 |
To authorise the renewal of the Spirent Stock Incentive Plan |
510,011,371 |
99.54 |
2,083,181 |
0.41 |
290,508 |
0.05 |
512,385,060 |
| 14 |
To adopt new Articles of Association with effect from the conclusion of the 2008 AGM |
511,953,359 |
99.92 |
124,858 |
0.02 |
306,843 |
0.06 |
512,385,060 |
| 15 |
To adopt new Articles of Association with effect from 1 October 2008 |
510,946,621 |
99.72 |
1,126,468 |
0.22 |
311,971 |
0.06 |
512,385,060 |
* Member of the Remuneration Committee
† Member of the Audit Committee
‡ Member of the Nomination Committee
Number of votes per share: one
Issued share capital (excluding Treasury Shares) at meeting date: 756,996,226
Number of cards (shareholders) at meeting date: 4,906
Notes:
1. Any proxy appointments which gave discretion to the Chairman have been included in the "For" total.
2. The proxy votes shown reflect the position as at 10.30am on Tuesday 6 May 2008, bring 48 hours before the time of the meeting and conforming to Regulation 41 of the Uncertificated Securities Regulations 2001. Voting instructions can be changed at any time prior to a poll being demanded, and a shareholder having lodged a proxy is still entitled to attend the meeting and vote their shares themselves as they see fit.
3. A “Vote Withheld” is not a vote in law and is not counted in the proportion of votes “For” and “Against” a resolution.
