Result of AGM
QinetiQ Group plc
26 July 2007
QinetiQ Group plc
26 July 2007
QINETIQ GROUP PLC - Results of AGM held on 26 July 2007
Results of Poll
All resolutions were passed.
RESOLUTION Votes For % Votes Votes % Votes Total Votes Number Votes
For Against Against Cast Withheld
1. Report and
Accounts 467,751,774 99.91 402,261 0.09 468,154,035 21,760
2.
Remuneration
Report 466,570,973 99.91 419,819 0.09 466,990,792 1,185,003
3. Declaration
of Dividend 468,127,255 99.99 24,647 0.01 468,151,902 23,893
4. Re-election
of Colin
Balmer 467,591,570 99.94 280,224 0.06 467,871,794 304,001
5. Re-election
of Sir John
Chisholm 459,363,870 99.76 1,113,006 0.24 460,476,876 7,698,919
6. Re-election
of Noreen
Doyle 464,041,176 99.13 4,069,052 0.87 468,110,228 65,567
7. Re-election
of Dr Peter
Fellner 463,873,979 99.10 4,234,551 0.90 468,108,530 67,265
8. Re-election
of Sir David
Lees 463,981,472 99.12 4,126,290 0.88 468,107,762 68,033
9. Re-election
of Graham
Love 467,672,023 99.91 436,945 0.09 468,108,968 66,827
10.
Re-election of
Nick Luff 467,943,373 99.96 168,202 0.04 468,111,575 64,220
11.
Re-election of
George Tenet 467,856,738 99.95 248,551 0.05 468,105,289 70,506
12.
Re-election of
Doug Webb 467,884,643 99.95 224,306 0.05 468,108,949 66,846
13.
Re-appointment
of Auditors 466,224,254 99.78 1,049,917 0.22 467,274,171 901,624
14. Auditors'
remuneration 467,383,804 99.84 746,419 0.16 468,130,223 45,572
15. Political
donations 465,940,835 99.54 2,160,012 0.46 468,100,847 74,948
16.
Performance
Share Plan 465,928,232 99.71 1,343,195 0.29 467,271,427 904,368
17. Deferred
Bonus Plan 465,778,820 99.68 1,473,411 0.32 467,252,231 923,564
18. Articles
of
Association* 467,882,066 99.95 228,191 0.05 468,110,257 65,538
19. Authority
to allot new
shares* 467,798,590 99.93 318,005 0.07 468,116,595 59,200
20.
Disapplication
of pre-emption
rights* 467,752,905 99.93 337,029 0.07 468,089,934 85,861
21. Authority
to purchase
own shares* 467,891,151 99.95 236,227 0.05 468,127,378 48,417
*Special Resolutions
Please note that a vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes 'for' or 'against' a resolution.
The full text of the Special Resolutions passed at the AGM is as follows:
Resolution 18 - Adopt new Articles of Association
THAT the Company adopts new Articles of Association as set out in the form
produced to the Meeting, and initialled by the Chairman for the purposes of
identification, in substitution for and to the exclusion of all existing
Articles of Association of the Company.
Resolution 19 - Authority to allot new shares
THAT the Directors be and are hereby generally and unconditionally authorised in
accordance with Section 80 of the Companies Act 1985 to exercise all the powers
of the Company to allot relevant securities (as defined in Section 80(2) of that
Act) up to an aggregate nominal amount of £2,322,756 provided that this
authority shall expire on the date of the AGM to be held in 2008, save that the
Company shall be entitled to make offers or agreements before the expiry of such
authority which would or might require relevant securities to be allotted after
such expiry and the Directors shall be entitled to allot relevant securities
pursuant to any such offer or agreement as if this authority had not expired;
and all unexercised authorities previously granted to the Directors to allot
relevant securities be and are hereby revoked.
Resolution 20 - Disapplication of pre-emption rights
THAT the Directors be and are hereby empowered pursuant to Section 95 of the
Companies Act 1985 to allot equity securities (as defined in Section 94(2) of
that Act) for cash pursuant to the authority conferred by Resolution 19 above as
if Section 89(1) of the Act did not apply to any such allotment, provided that
this power shall be limited to:
a) the allotment of equity securities in connection with a rights issue, open
offer or other offer of securities in favour of the holders of shares on the
register of members at such record dates as the Directors may determine where
the equity securities respectively attributable to the interests of the
shareholders are proportionate (as nearly as may be) to the respective numbers
of shares held (or deemed to be held) by them on any such record date, subject
to such exclusions or other arrangements as the Directors may deem necessary or
arising under the laws of any overseas territory or the requirements of any
regulatory body or stock exchange or by virtue of shares being represented by
depositary receipts or any other matter whatever; and
b) the allotment (otherwise than pursuant to sub-paragraph (a) above) to any
person or persons of equity securities up to an aggregate nominal amount of
£330,135;
and shall expire upon the expiry of the general authority conferred by
Resolution 19 above, save that the Company shall be entitled to make offers or
agreements before the expiry of such power which would or might require equity
securities to be allotted after such expiry and the Directors shall be entitled
to allot equity securities pursuant to any such offer or agreement as if the
power conferred hereby had not expired.
Resolution 21 - Authority to purchase own shares
THAT the Company be and is generally and unconditionally authorised to make
market purchases (within the meaning of Section 163(3) of the Companies Act
1985) of ordinary shares of 1 penny each of the Company provided that:
a) the maximum number of ordinary shares hereby authorised to be acquired is
66,027,165;
b) the minimum price which may be paid for any such share is 1 penny;
c) the maximum price which may be paid for any such share is the higher of (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 London Stock Exchange Daily
Official List for the five business days immediately preceding the day on which
such share is contracted to be purchased and (ii) the amount stipulated by
Article 5(1) of the EU Buy-back and Stabilisation Regulation (being the higher
of the price of the last independent trade and the highest current independent
bid for an ordinary share in the Company on the trading venues where the market
purchases by the Company pursuant to the authority conferred by this Resolution
21 will be carried out);
d) the authority hereby conferred shall expire on the date of the next Annual
General Meeting of the Company; and
e) the Company may make a contract to purchase its ordinary shares under the
authority hereby conferred prior to the expiry of such authority, which contract
will or may be executed wholly or partly after the expiry of such authority, and
may purchase its ordinary shares in pursuance of any such contract.
This information is provided by RNS
The company news service from the London Stock Exchange