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Wednesday, November 15, 2006

Spirent Communications (SPM) Rejects Large Shareholder Proposal for Board Representation

From 13D Tracker

Spirent Communications Plc (NYSE: SPM) said it considered and rejected a proposal from Sherborne Investors GP, LLC to remove the Company Chairman, the Chairman of the Audit Committee and the Chairman of the Remuneration Committee and to replace them with four Sherborne nominees.

The company said a Spirent Board proposed by Sherborne would comprise four Sherborne nominees (led by Mr Bramson of Sherborne who would become Chairman), one Lexa BV nominee, two independent non-executive directors and two executive directors.

The company said they offered Sherborne two seats on the Spirent Board, one as Deputy Chairman and one as Chairman of the Audit Committee, but this offer was rejected.

Sherborne has previously notified Spirent that it holds 130,250,000 shares in the Company, representing 14.68% of the issued share capital and Lexa BV has previously notified Spirent that it held 120,000,000 shares in the Company, representing 13.52% of the issued share capital.

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