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Qinetiq Group Plc Notice of Annual General Meeting

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Qinetiq Group Plc Notice of Annual General Meeting 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 11.00am on Tuesday 14 July 2020 at Cody Technology Park, Ively Road, Farnborough, Hampshire GU14 0LX The Company has been closely monitoring the evolving situation relating to the Coronavirus (COVID-19) pandemic, including the current guidance and restrictions from the UK Government on non-essential travel, public gatherings and social distancing. Pending further guidance, shareholders are advised that it will not be possible for them to attend the Annual General Meeting in person and any person who attempts to attend will not be permitted entry. The priority of the Company’s Board at this time is the health, safety and wellbeing of all of our shareholders, Directors and employees. Shareholders are encouraged to vote using the methods set out in the ‘Important notes for shareholders’ section of the Notice of Annual General Meeting. NOTICE IS HEREBY GIVEN that the Annual General Meeting (the Annual General Meeting or Meeting) of QinetiQ Group plc (the Company) will be held at Cody Technology Park, Ively Road, Farnborough, Hampshire GU14 0LX on Tuesday 14 July 2020 at 11.00am, or at any adjournment thereof, to consider and, if thought fit, to pass the following 20 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 20 (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. QinetiQ Group plc Notice of Annual General Meeting 2020 1 Resolutions Resolution 14 – Authority to determine Ordinary Resolutions Auditor’s remuneration Resolution 1 – Report and Accounts To authorise the Audit Committee of the Board to determine the To receive the accounts and the reports of the Directors and the remuneration of the auditor. auditor thereon for the financial year ended 31 March 2020. Resolution 15 – Political donations Resolution 2 – Remuneration Report THAT in accordance with sections 366 and 367 of the To approve the Directors’ Remuneration Report (other than Companies Act 2006 (the 2006 Act), during the period beginning the part containing the Directors’ Remuneration Policy) for the with the date of the passing of this Resolution 15 and ending financial year ended 31 March 2020 as set out on pages 82 to 83 at the conclusion of the Annual General Meeting to be held in and pages 97 to 103 of the Annual Report and Accounts 2020. 2021, the Company and all companies which are subsidiaries of the Company at any time during that period be and are hereby Resolution 3 – Remuneration Policy generally and unconditionally authorised: To approve the Directors’ Remuneration Policy (contained in the a.) to make political donations to political parties and/or Directors’ Remuneration Report for the year ended 31 March independent election candidates not exceeding £100,000 2020, as set out on pages 88 to 96 of the Annual Report and in total; Accounts 2020). b.) to make political donations to political organisations other Resolution 4 – Re-election of Lynn Brubaker than political parties not exceeding £100,000 in total; and To re-elect Lynn Brubaker as a Director of the Company. c.) to incur political expenditure not exceeding £100,000 in total, provided that: Resolution 5 – Re-election of Admiral Sir James Burnell-Nugent (i) in any event, the aggregate amount of political donations and political expenditure made or incurred by the To re-elect Admiral Sir James Burnell-Nugent as a Director Company and its subsidiaries pursuant to this Resolution of the Company. 15 shall not exceed £100,000 in total; and Resolution 6 – Re-election of Michael Harper (ii) the authorised sum referred to in paragraphs (a), (b) and To re-elect Michael Harper as a Director of the Company. (c) above may be comprised of one or more amounts in different currencies which, for the purposes of calculating the said sum, shall be converted into pounds sterling Resolution 7 – Election of Shonaid Jemmett-Page at the exchange rate published in the London edition of To elect Shonaid Jemmett-Page as a Director of the Company. the Financial Times on the date on which the relevant donation is made or expenditure incurred (or the first Resolution 8 – Re-election of Neil Johnson business day thereafter) or, if earlier, on the day on which To re-elect Neil Johnson as a Director of the Company. the Company enters into any contract or undertaking in relation to the same. Resolution 9 – Re-election of Ian Mason For the purposes of this Resolution 15, the terms ‘political To re-elect Ian Mason as a Director of the Company. donation’, ‘political parties’, ‘independent election candidates’, ‘political organisation’ and ‘political expenditure’ have the Resolution 10 – Re-election of Susan Searle meanings given to them by sections 363 to 365 of the 2006 Act. To re-elect Susan Searle as a Director of the Company. Resolution 16 – Authority to allot new shares Resolution 11 – Re-election of David Smith THAT the Directors be and are hereby generally and unconditionally authorised for the purposes of section 551 of To re-elect David Smith as a Director of the Company. the 2006 Act to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or Resolution 12 – Re-election of Steve Wadey convert, any security into shares in the Company (Rights): To re-elect Steve Wadey as a Director of the Company. a.) up to an aggregate nominal amount (within the meaning Resolution 13 – Re-appointment of Auditor of sections 551(3) and (6) of the 2006 Act) of £1,893,019 (such amount to be reduced by the nominal amount allotted To re-appoint PricewaterhouseCoopers LLP as auditor of the or granted under (b) below in excess of such sum); and Company until the conclusion of the Annual General Meeting to be held in 2021. QinetiQ Group plc 2 Notice of Annual General Meeting 2020 b.) comprising equity securities (as defined in section 560 of as the Directors may deem necessary or expedient to deal the 2006 Act) up to an aggregate nominal amount (within with treasury shares, fractional entitlements, record dates or the meaning of sections 551(3) and (6) of the 2006 Act) of legal or practical problems arising under the laws of, or the £3,786,037 (such amount to be reduced by any allotments or requirements of, any regulatory body or stock exchange in any grants made under (a) above), provided that they are offered territory or any other matter; and by way of a rights issue to holders of ordinary shares on the register of members at such record dates as the Directors b.) in the case of the authorisation granted under paragraph may determine where the equity securities respectively (a) of Resolution 16 (or in the case of any sale of treasury attributable to the interests of the ordinary shareholders shares), the allotment (otherwise than pursuant to sub- are proportionate (as nearly as may be practicable) to the paragraph (a) of this Resolution 17) to any person or persons respective numbers of ordinary shares held or deemed to be of equity securities up to an aggregate nominal amount held by them on any such record dates (and holders of any of £283,981, other class of equity securities entitled to participate therein and shall expire upon the expiry of the general authority or if the Directors consider it necessary, as permitted by conferred by Resolution 16 above, save that the Company shall the rights of those securities), subject to such exclusions or be entitled to make offers or agreements before the expiry of other arrangements as the Directors may deem necessary such power which would or might require equity securities to be or expedient to deal with treasury shares, fractional allotted, or treasury shares to be sold, after such expiry and the entitlements, record dates or legal, regulatory or practical Directors shall be entitled to allot equity securities or sell treasury problems arising under the laws of, or the requirements of, shares pursuant to any such offer or agreement as if the power any regulatory body or stock exchange in any territory or conferred hereby had not expired. any other matter, provided that these authorisations shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, on 25 October 2021, save that Resolution 18 – Disapplication of pre-emption the Company shall be entitled to make offers or agreements rights: acquisitions before the expiry of such authority which would or might THAT, subject to the passing of Resolutions 16 and 17 and in require shares to be allotted or Rights to be granted after addition to the power given by Resolution 17, the Directors be such expiry and the Directors shall be entitled to allot shares and are hereby empowered pursuant to sections 570(1) and 573 or grant Rights pursuant to any such offer or agreement as if of the 2006 Act to allot equity securities (within the meaning of this authority had not expired; and all unexercised authorities section 560 of the 2006 Act) for cash pursuant to the authority previously granted to the Directors to allot shares and grant conferred by Resolution 16 above and sell ordinary shares (as Rights be and are hereby revoked.
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