Result of AGM

RNS Number : 2310Q

QinetiQ Group plc

30 July 2010

 



QinetiQ Group plc 

30 July 2010

QINETIQ GROUP PLC - Results of AGM held on 29 July 2010

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	432,935,409	98.84	5,095,527	1.16	438,030,936	45,670
2.   Remuneration Report	397,468,960	91.45	37,139,602	8.55	434,608,562	3,467,954
3.   Re-election of  Colin Balmer	422,857,146	96.57	14,996,917	3.43	437,854,063	222,544
4.   Election of Admiral Sir James Burnell-Nugent	436,400,130	99.63	1,621,372	0.37	438,021,502	55,105
5.   Re-election of  Noreen Doyle	436,263,204	99.60	1,752,926	0.40	438,016,130	60,477
6.   Re-election of Mark Elliott	430,206,620	98.21	7,823,754	1.79	438,030,374	46,233
7.   RE-election of Admiral Edmund          Giambastiani	437,324,896	99.84	690,858	0.16	438,015,754	60,853
8.   Election of David Langstaff	436,312,474	99.62	1,677,725	0.38	437,990,199	86,408
9.   Re-election of  Sir David Lees	437,120,681	99.80	882,361	0.20	438,003,042	73,565
10. Re-election of Nick Luff	437,101,036	99.79	919,844	0.21	438,020,880	55,727
11. Re-election of David Mellors	437,180,945	99.81	828,510	0.19	438,009,455	67,152
12. Election of Leo Quinn	427,699,192	97.64	10,332,596	2.36	438,031,788	43,741
13. Re-appointment of Auditors	428,497,832	98.85	4,993,953	1.15	433,491,785	4,584,821
14. Political donations	433,157,799	98.89	4,854,781	1.11	438,012,580	64,027
15. Authority to allot new shares	432,110,662	98.69	5,715,352	1.31	437,826,014	250,317
16. Disapplication of pre-emption rights*	436,949,356	99.78	960,289	0.22	437,909,645	166,745
17. Authority to purchase own shares*	437,634,765	99.92	360,567	0.08	437,995,332	81,275
18. Notice period for Extraordinary General Meetings*	428,599,908	97.86	9,387,729	2.14	437,987,637	88,970
19. Adoption of new Articles of Association*	432,636,141	99.85	643,467	0.15	433,279,608	4,796,722

*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 570 and 573 of the 2006 Act to allot equity securities (within the meaning of section 560 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 561(1) of that 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 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

b)     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 693(4) of the 2006 Act) 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:

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 pence;

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 at the conclusion of the Annual General Meeting of the Company in 2011 unless previously renewed, varied or revoked by the Company in general meeting; 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.

Resolution 18 - Notice Period for Extraordinary General Meetings

THAT a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice.

Resolution 19 - Adoption of new Articles of Association

THAT:

a)   the Articles of Association of the Company be amended by deleting all the provisions formerly in the Company's Memorandum of Association which, by virtue of section 28 of the 2006 Act, are treated as provisions of the Company's Articles of Association; and

b)   the Articles of Association produced to the meeting and initialled by the Chairman of the meeting for the purposes of identification be adopted as the new Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association.

END

 

END

 

 

RAGRMMPTMBTJMRM