Result of AGM

RNS Number : 8721W

QinetiQ Group plc

04 August 2009

QinetiQ Group plc

4 August 2009

QINETIQ GROUP PLC - Results of AGM held on 4 August 2009

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	409,684,505	98.67	5,532,525	1.33	415,217,030	100,004
2. Remuneration Report	403,326,404	98.20	7,400,351	1.80	410,726,755	4,592,938
3. Declaration of Dividend	415,227,873	99.98	69,924	0.02	415,297,797	19,237
4. Re-election of Colin Balmer	409,659,046	98.77	5,089,272	1.23	414,748,318	565,758
5. Re-election of Sir John Chisholm	402,270,432	98.02	8,107,388	1.98	410,377,820	4,939,874
6. Re-election of Noreen Doyle	408,488,468	98.40	6,654,403	1.60	415,142,871	172,430
7. Election of Mark Elliott	412,396,914	99.32	2,812,925	0.68	415,209,839	105,462
8. Re-election of Admiral Edmund Giambastiani	412,294,700	99.30	2,919,223	0.70	415,213,923	99,996
9. Re-election of Sir David Lees	411,328,479	99.08	3,815,605	0.92	415,144,084	170,951
10. Re-election of Graham Love	411,768,106	99.16	3,477,348	0.84	415,245,454	73,974
11. Re-election of Nick Luff	412,302,260	99.30	2,904,900	0.70	415,207,160	108,141
12. Election of David Mellors	412,217,473	99.29	2,960,012	0.71	415,177,485	136,434
13. Re-appointment of Auditors	410,134,019	98.76	5,152,554	1.24	415,286,573	30,727
14. Political donations	407,416,169	98.12	7,787,060	1.88	415,203,229	112,955
15. Authority to allot new shares	399,485,292	97.23	11,372,207	2.77	410,857,499	4,459,699
16. Disapplication of pre-emption rights*	412,467,421	99.34	2,746,713	0.66	415,214,134	101,738
17. Authority to purchase own shares*	414,770,777	99.88	481,730	0.12	415,252,507	64,245
18. Notice period for Extraordinary General Meetings*	407,979,262	98.26	7,220,524	1.74	415,199,786	116,700

*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 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 (within the meaning of section 94 of that Act) for cash either pursuant to the authority conferred by Resolution 15 above or by way of a sale of treasury shares as if section 89(1) of that Act did not apply to any such allotment provided that this power shall be limited to:

the allotment of equity securities in connection with an offer of securities (but in the case of the authority granted under paragraph (b) of Resolution 15 by way of rights issue only) in favour of the holders of ordinary 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 ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record dates, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems 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; and
the allotment (otherwise than pursuant to sub-paragraph (a) of this Resolution 16) 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 hereby 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 pence each of the Company on such terms and in such manner as the Directors may from time to time determine, provided that:

the maximum number of ordinary shares hereby authorised to be acquired is 66,047,637;
the minimum price which may be paid for any such share is 1 pence;
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 Buyback 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);
the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company in 2010 unless previously renewed, varied or revoked by the Company in general meeting; and
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.