Over-Allotment Arrangements

QinetiQ Group plc
14 February 2006



Not for release, publication or distribution, directly or indirectly, in or into
the United States, Canada, Australia or Japan



Announcement of Exercise of Over-Allotment Arrangements



QinetiQ Group plc (the 'Company') announces that in connection with the initial
public offering of the Company (the 'Global Offer'), Merrill Lynch
International, as stabilising manager, has today given notice to exercise the
over-allotment arrangements in respect of 46,313,440 ordinary shares ('Ordinary
Shares') in the Company.  None of the £92.6 million proceeds arising from the
exercise of the over-allotment arrangements will be received by the Company.
Including the exercise of the over-allotment arrangements, the total size of the
Global Offer was £710.1 million (355,069,709 Ordinary Shares).  Following the
exercise of the over-allotment arrangements, the free float will be
approximately 66.5% of the Ordinary Shares and the UK Secretary of State for
Defence (the 'MOD') and certain entities of The Carlyle Group (the 'Carlyle
Shareholders') will own approximately 19.3% and 10.5%, respectively, of the
Company's total issued ordinary share capital.



Merrill Lynch International, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for the Company, the MOD and the
Carlyle Shareholders and no-one else in connection with the Global Offer.  It
will not regard any other person as its clients in relation to the Global Offer
and will not be responsible to anyone other than the Company, the MOD and the
Carlyle Shareholders for providing the protections afforded to its respective
clients, nor for providing advice in relation to the Global Offer, the contents
of this announcement or any transaction, arrangement or other matter referred to
herein.



This announcement does not constitute an offer of, or the solicitation of an
offer to buy or subscribe for, Ordinary Shares to any person in any jurisdiction
to whom or in which such offer or solicitation is unlawful and, in particular,
is not for release, publication or distribution in or into the United States,
Australia, Canada or Japan.



The offer and sale of the Ordinary Shares has not been and will not be
registered under the US Securities Act of 1933, as amended (the 'Securities Act
') or under the applicable securities laws of Australia, Canada or Japan.
Subject to certain exceptions, the Ordinary Shares may not be offered or sold in
Australia, Canada, Japan or the United States or to, or for the account or
benefit of, any national, resident or citizen of Australia, Canada, Japan or the
United States.  Credit Suisse Securities (Europe) Limited, JPMorgan Cazenove
Limited and Merrill Lynch International may arrange for the offer and sale of
Ordinary Shares in the United States to persons believed to be 'qualified
institutional buyers' in reliance on Rule 144A under the Securities Act, or
another exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.  The Ordinary Shares offered and sold
outside the United States are being offered in reliance on Regulation S under
the Securities Act.



For enquiries:

Merrill Lynch International

Mark Gwynne, tel:   [phone]


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