Result of AGM

RNS Number : 2573A

QinetiQ Group plc

30 July 2008

 

QinetiQ Group plc  

30 July 2008 

QINETIQ GROUP PLC - Results of AGM held on 30 July 2008

     Results of Poll

All resolutions were passed.  

RESOLUTION	Votes For	% Votes For	Votes Against	%  Votes Against	Total Votes Cast	Number Votes Withheld
1. Report and Accounts	491,340,662	99.95	239,983	0.05	491,618,059	37,414
2. Remuneration Report	489,287,556	99.66	1,652,160	0.34	491,618,059	678,343
3. Declaration of Dividend	491,608,232	100.00	5,743	0.00	491,618,059	4,084
4. Re-election of Colin Balmer	491,219,983	99.92	377,967	0.08	491,617,059	19,109
5. Re-election of Sir John Chisholm	484,703,324	99.75	1,206,994	0.25	491,618,059	5,707,741
6. Re-election of Noreen Doyle	490,653,562	99.81	933,970	0.19	491,618,059	30,527
7. Re-election of Dr Peter Fellner	490,620,176	99.80	963,757	0.20	491,618,059	34,126
8. Re-election of Sir David Lees	491,411,500	99.96	174,054	0.04	491,618,059	32,505
9. Re-election of Graham Love	491,327,924	99.94	270,457	0.06	491,618,059	19,678
10. Re-election of Nick Luff	491,030,423	99.88	569,129	0.12	491,618,059	18,507
11. Re-election of  Admiral Edmund P. Giambastiani	491,483,942	99.98	112,111	0.02	491,618,059	22,006
12. Re-appointment of Auditors	486,240,450	99.20	3,935,773	0.80	491,618,059	1,441,836
13. Political donations	488,980,217	99.47	2,593,090	0.53	491,618,059	44,752
14. Adopt new Articles of Association*	490,462,220	99.77	1,106,067	0.23	491,618,059	49,772
15. Authority to allot new shares*	491,063,162	99.89	530,726	0.11	491,618,059	24,171
16. Disapplication of pre- emption rights*	491,315,244	99.95	268,263	0.05	491,618,059	34,552
17. Authority to purchase own shares*	491,480,241	99.98	114,285	0.02	491,618,059	23,533

*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 14 - Adopt new Articles of Association

THAT the Articles of Association, contained in the document produced to this Meeting and signed by the Chairman for the purposes of identification, be approved and adopted as the new Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association, with effect from the conclusion of the 2008 Annual General Meeting.

Resolution 15 - 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 £2,388,112 provided that this authority shall expire on the date of the AGM to be held in 2009, 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 16 - 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 15 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 £330,238;

and shall expire upon the expiry of the general authority conferred by Resolution 15 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 17 - 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 66,047,637;

      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 17 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.

 

END

 

 

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