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Qinetiq Group Plc – Notice of Annual General Meeting Ordinary

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Qinetiq Group Plc – Notice of Annual General Meeting Ordinary This document is important and requires your immediate attention. If you are in any doubt as to the action you should take, you should immediately consult your stockbroker, solicitor, accountant or other professional advisor duly authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all your shares in the Company, please send this document, and the accompanying form of proxy, to the purchaser or transferee or the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. QinetiQ Group plc – Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that the Annual General Meeting of QinetiQ Group plc (the Company) will be held at the offices of Ashurst LLP, Fruit and Wool Exchange, 1 Duval Square, London E1 6PW on Wednesday 24 July 2019 at 11.00am, or at any adjournment thereof, to consider and, if thought fit, to pass the following 21 resolutions. Resolutions 1 to 16 (inclusive) will be proposed as ordinary resolutions and will be passed if more than 50% of the total votes cast are in favour of each such resolution. Resolutions 17 to 21 (inclusive) will be proposed as special resolutions and will be passed if not less than 75% of the total votes cast are in favour of each such resolution. Voting on all resolutions will be conducted by way of poll rather than a show of hands. Ordinary Resolutions Resolution 1 – Report and Accounts a) to make political donations to political parties and/or independent To receive the accounts and the reports of the Directors and the auditor election candidates not exceeding £100,000 in total; thereon for the financial year ended 31 March 2019. b) to make political donations to political organisations other than political parties not exceeding £100,000 in total; and Resolution 2 – Remuneration Report c) to incur political expenditure not exceeding £100,000 in total, To approve the Directors’ Remuneration Report (other than the part containing the Directors’ Remuneration Policy as it is not due for renewal provided that: this year) for the financial year ended 31 March 2019 as set out on pages 76 to 77 and pages 81 to 92 of the Annual Report and Accounts 2019. (i) in any event, the aggregate amount of political donations and political expenditure made or incurred by the Company and its subsidiaries Resolution 3 – Declaration of dividend pursuant to this Resolution 15 shall not exceed £100,000 in total; and To declare a final dividend for the year ended 31 March 2019 of (ii) the authorised sum referred to in paragraphs (a), (b) and (c) above 4.5 pence per ordinary share in the capital of the Company. may be comprised of one or more amounts in different currencies which, for the purposes of calculating the said sum, shall be Resolution 4 – Re-election of Lynn Brubaker converted into pounds sterling at the exchange rate published in To re-elect Lynn Brubaker as a Director of the Company. the London edition of the Financial Times on the date on which the relevant donation is made or expenditure incurred (or the first Resolution 5 – Re-election of Admiral Sir James Burnell-Nugent business day thereafter) or, if earlier, on the day on which the To re-elect Admiral Sir James Burnell-Nugent as a Director of the Company. Company enters into any contract or undertaking in relation to the same. Resolution 6 – Re-election of Michael Harper To re-elect Michael Harper as a Director of the Company. For the purposes of this Resolution 15, the terms ‘political donation’, ‘political parties’, ‘independent election candidates’, ‘political organisation’ Resolution 7 – Election of Neil Johnson and ‘political expenditure’ have the meanings given to them by sections To elect Neil Johnson as a Director of the Company. 363 to 365 of the 2006 Act. Resolution 8 – Re-election of Ian Mason Resolution 16 – Authority to allot new shares To re-elect Ian Mason as a Director of the Company. THAT the Directors be and are hereby generally and unconditionally authorised for the purposes of section 551 of the 2006 Act to exercise Resolution 9 – Re-election of Paul Murray all the powers of the Company to allot shares in the Company and to To re-elect Paul Murray as a Director of the Company. grant rights to subscribe for, or convert, any security into shares in the Company (‘Rights’): Resolution 10 – Re-election of Susan Searle To re-elect Susan Searle as a Director of the Company. a) up to an aggregate nominal amount (within the meaning of sections 551(3) and (6) of the 2006 Act) of £1,893,019 (such amount to be reduced by the nominal amount allotted or granted under (b) below Resolution 11 – Re-election of David Smith in excess of such sum); and To re-elect David Smith as a Director of the Company. b) comprising equity securities (as defined in section 560 of the 2006 Act) Resolution 12 – Re-election of Steve Wadey up to an aggregate nominal amount (within the meaning of sections 551(3) and (6) of the 2006 Act) of £3,786,037 (such amount to be To re-elect Steve Wadey as a Director of the Company. reduced by any allotments or grants made under (a) above), provided that they are offered by way of a rights issue to holders of ordinary shares on Resolution 13 – Re-appointment of Auditor the register of members at such record dates as the Directors may To re-appoint PricewaterhouseCoopers LLP as auditor of the Company determine where the equity securities respectively attributable to the until the conclusion of the Annual General Meeting to be held in 2020. interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or Resolution 14 – Authority to determine Auditor’s remuneration deemed to be held by them on any such record dates (and holders of any To authorise the Audit Committee of the Board to determine the other class of equity securities entitled to participate therein or if the remuneration of the auditor. Directors consider it necessary, as permitted by the rights of those securities), subject to such exclusions or other arrangements as the Resolution 15 – Political donations Directors may deem necessary or expedient to deal with treasury shares, THAT in accordance with sections 366 and 367 of the Companies Act fractional entitlements, record dates or legal, regulatory or practical 2006 (the ‘2006 Act’), during the period beginning with the date of the problems arising under the laws of, or the requirements of, any regulatory passing of this Resolution 15 and ending at the conclusion of the Annual body or stock exchange in any territory or any other matter, provided that General Meeting to be held in 2020, the Company and all companies these authorisations shall expire at the conclusion of the next Annual which are subsidiaries of the Company at any time during that period General Meeting of the Company or, if earlier, on 23 October 2020, save be and are hereby generally and unconditionally authorised: that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be 1 Resolutions continued allotted or Rights to be granted after such expiry and the Directors shall Resolution 19 – Authority to purchase own shares be entitled to allot shares or grant Rights pursuant to any such offer or THAT the Company be and is hereby generally and unconditionally agreement as if this authority had not expired; and all unexercised authorised for the purposes of section 701 of the 2006 Act to make authorities previously granted to the Directors to allot shares and grant market purchases (within the meaning of section 693(4) of the 2006 Rights be and are hereby revoked. Act) of any of its ordinary shares of 1 pence each of the Company on such terms and in such manner as the Directors may from time to time determine, and where such shares are held as treasury shares, Special Resolutions the Company may use them for the purposes of its employee share Resolution 17 – Disapplication of pre-emption rights: standard schemes, provided that: THAT, subject to the passing of Resolution 16, the Directors be and are hereby empowered pursuant to sections 570(1) and 573 of the 2006 Act a) the maximum number of ordinary shares hereby authorised to be to allot equity securities (within the meaning of section 560 of the 2006 acquired is 56,796,237; Act) for cash pursuant to the authority conferred by Resolution 16 above b) the minimum price which may be paid for any such share is 1 pence and sell ordinary shares (as defined in section 560(1) of the 2006 Act) (which amount shall be exclusive of expenses, if any); held by the Company as treasury shares for cash, as if section 561(1) c) the maximum price (exclusive of expenses) which may be paid for any of that Act did not apply to any such allotment or sale provided that such share is the higher of: this power shall be limited to: (i) an amount equal to 105% of the average of the middle market quotations for an ordinary share in the Company as derived from the a) the allotment of equity securities and the sale of treasury shares in London Stock Exchange Daily Official List for the five business days connection with an offer of equity securities (but in the case of the immediately preceding the day on which such share is contracted authority granted under paragraph (b) of Resolution 16 by way of rights to be purchased; and issue only) in favour of the holders of ordinary shares on the register of (ii) the higher of the price of the last
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