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. 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