Director/PDMR Shareholding

RNS Number : 1846X

QinetiQ Group plc

10 August 2009

QinetiQ Group plc

10 August 2009

QinetiQ Group plc (the 'Company') - Directors and other PDMRs' share interests

QinetiQ Group plc announces the following transactions in respect of ordinary

shares of 1 penny each in the Company ('Ordinary Shares') by Executive Directors

and/or other Persons Discharging Managerial Responsibilities' ('PDMR').

1. Performance Share Plan ('PSP') Allocations

On 4 August 2009, the following conditional allocations of Ordinary Shares were made pursuant to the PSP to the following Executive Directors and PDMRs.

Executive Director	Total Shareholder Return ('TSR') Shares	Earning Per Share ('EPS') Shares	Total number of ordinary shares in conditional allocation
Graham Love	133,333	133,333	266,666
David Mellors	100,000	100,000	200,000

The starting point when determining the number of conditional shares to be awarded to Executive Directors was that the face value of the award would not exceed 100% of base salary by reference to the middle market quotation on the date of award. However, in the prevailing circumstances the Remuneration Committee decided to set a notional minimum share price of £1.50 when calculating the awards. On 4 August 2009, the allocation price for calculating the number of shares was £1.50. This had the effect of reducing the award levels to 90% of base salary.

The conditional allocations shown above represent the maximum potential award

possible if all performance criteria are met at the end of the three year performance period. If and to the extent that the performance criteria are satisfied at the conclusion of the performance period, the relevant number of shares will be transferred to the relevant Director and/or PDMR at the trustee's discretion.

The percentage of the allocation eventually to vest is dependant on the satisfaction of performance criteria over a three year period commencing on 1 April 2009.

2. Stock Award Plan (SAP) allocation

On 4 August 2009 Duane Andrews was conditionally allocated 520,000 Ordinary Shares. This represents the maximum potential award possible if all criteria are met at the end of the four year performance period (231,111 of the Ordinary Shares allocated are only conditional on continued service). The allocation price for calculating the number of shares was £1.35, being the middle market quotation on 4 August 2009. The percentage of the allocation eventually to vest is dependant on the satisfaction of performance criteria or continued service (as applicable). 25% of the allocation will vest on the first anniversary of the allocation date, a further 25% of the allocation will vest on the second anniversary of the allocation date, a further 25% of the allocation will vest on the third anniversary of the allocation date and the remaining 25% of the allocation will vest on the fourth anniversary of the allocation date, in each case subject to the satisfaction of the performance criteria or continued service (as applicable).

3. Current Share Interests

Following the PSP allocation and the SAP allocation, as at 10 August 2009 the Executive Directors and other PDMRs retain an interest in the share capital of the Company as follows.

	Aggregate number of Ordinary Shares held beneficially (against all accounts)	SOS*	PSP - conditional on performance	DAB** Matching Scheme- conditional allocation	SAP- conditional allocation
Executive Director
Graham Love	5,086,048	nil	568,752	53,756	nil
David Mellors	23,337	nil	351,134	6,859	nil
PDMR
Duane Andrews	70,343***	629,474	nil	Nil	950,985

* Share Option Scheme

** Deferred Annual Bonus

*** 52,433 Ordinary Shares were allocated to Duane Andrews on 26 July 2009 following vesting of part of the SAP allocation made to him on 26 July 2007 (of these 19,484 Ordinary Shares were sold in accordance with the SAP rules on 26 July 2009 at a price of £1.405 per Ordinary Share to cover tax liabilities triggered by the vesting). 55,247 Ordinary Shares were allocated to Duane Andrews on 7 August 2009 following vesting of part of the SAP allocation made to him on 30 July 2008 (of these 17,853 Ordinary Shares were sold in accordance with the SAP rules on 7 August 2009 at a price of £1.29 per Ordinary Share to cover tax liabilities triggered by the vesting).