Notice of AGM

QinetiQ Group plc
27 June 2006


The Queen Elizabeth II Conference Centre, London, SW1
Friday, 28 July 2006, 11.00 am.
NOTICE IS HEREBY GIVEN that the Annual General Meeting of QinetiQ Group plc (the
'Company') will be held at The Queen Elizabeth II Conference Centre, Broad
Sanctuary, Westminster, London SW1P 3EE on Friday, 28 July 2006, at 11.00 am, or
at any adjournment thereof, for the following purposes:
To consider and, if thought fit, to pass the following resolutions, all of which
are ordinary resolutions, with the exception of resolutions number 12 and 13
which are special resolutions.
The ordinary resolutions will be passed if more than 50% of the total votes cast
are in favour of each such resolution. Resolutions 12 and 13, being special
resolutions, will be passed if not less than 75% of the total votes cast are in
favour of each such resolution.
Your Directors consider that each of the proposals detailed in this Notice of
Meeting will be of benefit to, and in the best interests of, the Company and the
shareholders as a whole. The Directors intend to vote in favour of all
resolutions in respect of their own beneficial holdings of ordinary shares in
the Company and unanimously recommend that other shareholders do the same.

NOTICE OF ANNUAL GENERAL MEETING OF QINETIQ GROUP PLC
RESOLUTIONS
RESOLUTION 1
THAT the audited accounts of the Company for the year ended 31 March 2006 and
the Report of the Directors and Auditors' Report thereon now laid before this
Meeting be and are hereby received.
RESOLUTION 2
THAT the Directors' Remuneration report as set out on pages 50 to 54 of the
QinetiQ Group plc Report and Accounts for the year ended 31 March 2006 be and is
hereby approved.
RESOLUTION 3
THAT a final dividend of 2.25 pence per ordinary share for the year ended 31
March 2006 be declared and paid on 23 August 2006 to holders of ordinary shares
on the register on 4 August 2006 in respect of each ordinary share.
RESOLUTION 4
THAT Noreen Doyle retiring pursuant to Article 120 of the Company's Articles of
Association be and is hereby re-elected as a Director of the Company.
RESOLUTION 5
THAT Colin Balmer retiring pursuant to Article 115 of the Company's Articles of
Association be and is hereby re-elected as a Director of the Company.
RESOLUTION 6
THAT Sir John Chisholm retiring pursuant to Article 115 of the Company's
Articles of Association be and is hereby re-elected as a Director of the
Company.
RESOLUTION 7
THAT Graham Love retiring pursuant to Article 115 of the Company's Articles of
Association be and is hereby re-elected as a Director of the Company.
RESOLUTION 8
THAT Glenn Youngkin retiring pursuant to Article 115 of the Company's Articles
of Association be and is hereby re-elected as a Director of the Company.
RESOLUTION 9
THAT KPMG Audit Plc be and is hereby re-appointed as auditors of the Company
until the next Annual General Meeting at which accounts are to be laid before
the Company.
RESOLUTION 10
THAT the Audit Committee of the Board be and is hereby authorised to agree the
auditors' remuneration.
RESOLUTION 11
THAT in accordance with Part XA of the Companies Act 1985 as amended, the
Company be and is hereby authorised:
(a) to make donations to EU political organisations, not exceeding £100,000 in
total; and
(b) to incur EU political expenditure, not exceeding £100,000 in total; during
the period commencing on the date of this resolution and ending on the date of
the Annual General Meeting of the Company in 2007, and
THAT in accordance with Section 347D of the Companies Act 1985 QinetiQ Limited,
being a wholly-owned subsidiary of the Company be and is hereby authorised:
(a) to make donations to EU political organisations, not exceeding
£100,000 in total; and
(b) to incur EU political expenditure, not exceeding £100,000 in total; during
the period commencing on the date of this resolution and ending on the date of
the Annual General Meeting of the Company in 2007.
For the purpose of this resolution, donation, EU political organisation and EU
political expenditure have the meanings given to them in Section 347A of the
Companies Act 1985.
RESOLUTION 12
THAT the Articles of Association be and are hereby amended, such that the words
''Ordinary Share' means the ordinary shares of 1 and 1/3 pence each in the
Company's share capital' in Article 1(1) (under the
section headed 'Preliminary') shall be replaced by the following: ''Ordinary
Share' means the ordinary shares of 1 penny each in the Company's share
capital'.
RESOLUTION 13
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 65,056,502;
(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 13 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.
By Order of the Board

LYNTON D BOARDMAN
COMPANY SECRETARY
Dated 7 June 2006
Registered Office
85 Buckingham Gate
London SW1E 6PD
Registered in England and Wales No. 4586941

EXPLANATORY NOTES
RESOLUTION 1
Report and Accounts
The Directors are required by law to present to the Meeting the accounts and the
Report of the Directors and Auditors' Report for the year ended 31 March 2006.
RESOLUTION 2
Remuneration Report
The Company is required by law to seek the approval of the Directors'
Remuneration report by shareholders at the Annual General Meeting. This report
can be found on pages 50 to 54 of the Company's Report and Accounts for the year
ended 31 March 2006, copies of which have been sent to those shareholders who
elected to receive them and are
obtainable from the Registered Office of the Company or from the Company's
website - www.QinetiQ.com. The vote is advisory in nature, and not specific to
any Director's level or terms of remuneration.
RESOLUTION 3
Declaration of a Dividend
Final dividends must be approved by shareholders but must not exceed the amount
recommended by Directors. If the Meeting approves Resolution 3, a final dividend
in respect of the year ended 31 March 2006 of 2.25 pence per share will be paid
on 23 August 2006 to the ordinary shareholders who are on the register of
members on 4 August 2006 in respect of each ordinary share.
RESOLUTION 4
Re-election of Noreen Doyle
In accordance with the Articles of Association, Noreen Doyle, who was appointed
to the Board on 26 October 2005, offers herself for re-election to the Board.
Noreen currently serves as an independent non-executive director on the
Board. She also sits on the Risk Committee of Credit Suisse Group (Zurich) and
is a non-executive director of Newmont Mining Corporation (Denver) and Rexam
PLC. In August, 2005, Noreen completed her four-year term as First Vice
President of the European Bank for Reconstruction and Development (EBRD), where
she chaired the EBRD's Operations
Committee and was a member of the Executive Committee. Prior to her appointment
as First Vice President, Noreen was firm wide head of Risk Management. She
joined the EBRD in 1992 to establish its syndications
functions. Before joining the EBRD, Noreen had a distinguished career at Bankers
Trust Company (now Deutsche Bank) in corporate finance and leveraged financing
with a concentration in oil, gas and mining. Noreen has a BA from the College of
Mount Saint Vincent, Riverdale, New York and an MBA from Tuck School at
Dartmouth College. Noreen is also a member of the Remuneration Committee of the
Board. The remaining Directors unanimously recommend that she be re-elected as a
Director of the Company.
RESOLUTION 5
Re-election of Colin Balmer
In accordance with the Articles of Association, Colin Balmer, who was appointed
to the Board on 28 February 2003, retires by rotation and offers himself for
re-election. Colin was Managing Director of the Cabinet Office from 2003 until
his retirement in 2006. Previously, Colin was Finance Director of the Ministry
of Defence (MOD), with responsibility for QinetiQ's privatisation and the
subsequent investment by Carlyle as part of the PPP transaction. He has
extensive experience across the MOD including periods as Private Secretary to
two Ministers for Defence Procurement, a secondment to the UK Delegation to the
North Atlantic Treaty Organisation (NATO) and as Minister for Defence Materiel
in Washington DC, United States. Colin was formerly a member of the independent
Financial Reporting Advisory Board and the Advisory Council of Partnerships UK
and is currently a member of the Foreign and Commonwealth Office's Audit and 
Risk Committee. The remaining Directors unanimously recommend that he be 
re-elected as a Director of the Company.
RESOLUTION 6
Re-election of Sir John Chisholm
In accordance with the Articles of Association, Sir John Chisholm, who was
appointed to the Board on 28 February 2003, retires by rotation and offers
himself for re-election. Sir John Chisholm, the Chairman of QinetiQ, was Chief
Executive of QinetiQ (previously DERA) from 1991, transforming it into a
successful trading fund and developing its commercial business. Previously he 
was UK Managing Director of Sema Group plc and prior to that he was a director
of Cap Group plc. In 1979 he founded and became managing director of CAP 
Scientific Ltd. After a degree at Cambridge in Mechanical Sciences, Sir John's 
work experience has included periods at General Motors and Scicon Ltd, 
part of BP. Sir John is currently a Trustee and President of the Institution of
Engineering and Technology and it was recently announced that he will become 
Chairman of the Medical Research Council later this year. He is also a Fellow of
the Royal Academy of Engineering, the Royal Aeronautical Society and the 
Institute of Physics. The remaining Directors unanimously recommend that he
be re-elected as a Director of the Company.
RESOLUTION 7
Re-election of Graham Love
In accordance with the Articles of Association, Graham Love, who was appointed
to the Board on 28 February 2003, retires by rotation and offers himself for
re-election. Graham is the Chief Executive Officer of QinetiQ, having previously
been Chief Financial Officer for four years. Prior to rejoining DERA in 2001, he
was Chief Executive of Comax Secure Business Services Ltd, leading it through
its privatisation in 1997 before its sale to Amey plc in 1999. Before that
Graham was Finance Director of DERA from 1992 to 1996. After a degree in English
at Cambridge, Graham's work experience included management roles with Ernst & 
Young, KPMG and Shandwick plc, as well as several years in international 
consulting. He is a Fellow of the Institute of Chartered Accountants in England 
and Wales. The remaining Directors unanimously recommend that he be re-elected 
as a Director of the Company.
RESOLUTION 8
Re-election of Glenn Youngkin
In accordance with the Articles of Association, Glenn Youngkin, who was
appointed to the Board on 11 November 2002, retires by rotation and offers
himself for re-election. Glenn is a Managing Director of The Carlyle Group and
is head of the Global Industrial Team. Prior to joining The Carlyle Group in 
1995, Glenn was a management consultant with McKinsey & Co. Prior to joining 
McKinsey, he was with Credit Suisse First Boston, where he structured and 
executed both merger and acquisition transactions and capital market financings.
Glenn is an engineering graduate of Rice University and received his MBA from 
Harvard Business School where he was a Baker Scholar. He currently serves on the
boards of directors of Kuhlman Electric Corporation, Forgings International 
Holdings Limited (Firth Rixson), Dr Pepper Seven-Up Bottling Group Inc., Britax 
Childcare Holdings Limited and RIVR Acquisitions BV (Petroplus). The remaining
Directors unanimously recommend that he be re-elected as a Director of the 
Company.
RESOLUTIONS 9 & 10
Reappointment of Auditors and fixing their remuneration
The Company is required to appoint auditors, at each general meeting at which
accounts are laid, to hold office until the end of the next such meeting. These
resolutions, which are recommended by the Audit Committee, propose the
re-appointment of the Company's existing auditors, KPMG Audit Plc, and follow
best practice in giving authority to the Audit Committee to determine their
remuneration.
RESOLUTION 11
Political Donations
It is QinetiQ policy not to make donations to political parties. However, the
law regulating donations changed in 2000 and as a result, payments and
activities which would not previously have been regulated may now be prohibited
unless they have shareholder approval. The meaning and implications of this
legislation remains unclear, but could extend to routine activities undertaken
by the Company in the ordinary course of business that are not 'political' or
'party political' in any common sense meaning of those terms. To avoid
inadvertent infringement of this law, the Board is seeking shareholders'
approval for the Company and its wholly-owned subsidiary, QinetiQ Limited, to
each make 'Donations' to 'EU Political Organisations' of up to £100,000 and
incur 'EU Political Expenditure' of up to £100,000 (each as widely defined by
this law), until the date of the 2007 Annual General Meeting.
RESOLUTION 12
Amendment to the Articles
This resolution corrects a typographical error in the Articles of Association
adopted on 24 January 2006.
RESOLUTION 13
Share Purchase
This resolution gives the Company the authority to purchase its own ordinary
shares up to a maximum of 65,056,502 ordinary shares until the Annual General
Meeting in 2007. This represents '10%' of the ordinary shares in issue as at 31
March 2006 and the Company's exercise of this authority is subject to the
maximum and minimum prices specified in the resolution. The Directors have no
present intention of exercising this authority. The authority will be exercised
only if the Directors believe that it will be in the best interests of the
Company to purchase ordinary shares to satisfy the Directors otherwise believe
that this will improve earnings per share. The current expectation is that any
shares purchased under this authority would either be used to satisfy awards or
the exercise of options under employee share schemes or would be held as
treasury shares, but the Company would retain the flexibility to cancel any such
shares or sell them for cash if it considers this to be in its best interests.
As at 7 June 2006 there were options outstanding over 21,969,230
ordinary shares, representing 3.38% of the Company's issued share capital
(excluding treasury shares). If this authority is exercised in full, these
options would represent 3.75% of the Company's then issued share capital
(excluding treasury shares).
IMPORTANT NOTES TO SHAREHOLDERS
The following notes explain your general rights as a shareholder and your right
to attend and vote at this Meeting or to appoint someone else to vote on your
behalf.
1. The Company, pursuant to Regulation 41 of the Uncertificated Securities
Regulation 2001, specifies that only those shareholders on the register of
members at 6.00 pm on 26 July 2006 are entitled to attend and vote at the
Meeting in respect of the number of shares registered in their name at that time
or, if the Meeting is adjourned, as at 48 hours before the time fixed for the
adjourned Meeting (as the case may be). In each case, changes to the register of
members after that time shall be disregarded in determining the rights of any
person to attend or vote at the Meeting.
2. A shareholder entitled to attend and vote at the Meeting is entitled to
appoint one or more proxies to attend, and on a poll, vote instead of him or
her. A proxy need not be a shareholder. Appointing a proxy
will not prevent a shareholder from attending in person and voting at the
Meeting.
3. You may register your proxy appointment and voting directions electronically
by visiting www.sharevote.co.uk website, where full details of the procedure are
given. If you return more than one proxy appointment, either by paper or
electronic communication, that received last by the registrar before the latest
time for receipt of proxies will take precedence. You are advised to read the
terms and conditions of use carefully. Electronic communication facilities are
open to all shareholders and those who use them will not be disadvantaged.
4. The appointment of a proxy, and the original or duly certified copy of the
power of attorney or other authority (if any) under which it is signed or
authenticated, should be deposited with the Company's registrar, by either
mailing it or them to the address shown on the proxy form or via the sharevote
website, not later than (a) 11.00 am on 26 July 2006, or 48 hours before the
time for holding any adjourned Meeting or (in the case of a poll not taken on
the same day as the Meeting or adjourned Meeting) for the taking of the poll at
which it is to be used, or (b) lodged using Crest proxy voting
service - see note 8 below.
5. The following documents are available for inspection during normal business
hours at the registered office of the Company on any business day and may also
be inspected at The Queen Elizabeth II Conference Centre from 10.00 am on 28
July 2006 until the conclusion of the Meeting:
(a) Copies of the Directors' Service Contracts with the Company;
(b) Copies of the Non-executive Directors' letters of appointment;
(c) The register of interests of the Directors in the share capital of
the Company;
(d) Copy of the Company's Memorandum and Articles of Association;
(e) The Rules of the QinetiQ SIP.
6. As soon as practicable following the Annual General Meeting, the results of
the voting at the Meeting and the numbers of proxy votes cast in respect of each
of the resolutions will be announced via a Regulatory Information Service and
also placed on the Company's website www.QinetiQ.com.
7. If you have sold or transferred all your shares, this Notice and the
accompanying proxy form should be passed to the person through whom the sale or
transfer was made for the transmission to the purchaser or transferee.
8. CREST members who wish to appoint a proxy or proxies through the CREST
electronic proxy appointment service may do so for the Annual General Meeting to
be held on 28 July 2006 and any adjournment(s) thereof by using the procedures
described in the CREST Manual. CREST Personal Members or other CREST sponsored
members, and those CREST members who have appointed a voting service provider
(s), should refer to their CREST sponsor or voting service provider(s), who will
be able to take the appropriate action on their behalf. In order for a proxy
appointment or instruction made using the CREST service to be valid, the
appropriate CREST message (a 'CREST Proxy Instruction') must be properly
authenticated in accordance with CRESTCo's specifications and must contain the
information required
for such instructions, as described in the CREST Manual. The message, regardless
of whether it constitutes the appointment of a proxy or an amendment to the
instruction given to a previously appointed proxy must, in order to be valid, be
transmitted so as to be received by the issuer's agent (ID 7RA01) by the latest
time(s) for receipt of
proxy appointments specified in the Notice of Meeting. For this purpose, the
time of receipt will be taken to be the time (as determined by the timestamp
applied to the message by the CREST Applications Host) from which the issuer's
agent is able to retrieve the message by enquiry to CREST in the manner
prescribed by CREST. After this time any change of instructions to proxies
appointed through CREST should be communicated to the appointee through other
means.
CREST members and, where applicable, their CREST sponsors or voting service
providers should note that CRESTCo does not make available special procedures in
CREST for any particular messages. Normal system timings and limitations will
therefore apply in relation to the input of CREST Proxy Instructions. It is the
responsibility of the CREST
member concerned to take (or, if the CREST member is a CREST personal member or
sponsored member or has appointed a voting service provider(s), to procure that
his CREST sponsor or voting service provider(s) take(s)) such action as shall be
necessary to ensure that a message is transmitted by means of the CREST system
by any particular time. In this connection, CREST members and, where applicable,
their CREST sponsors or voting service providers are
referred, in particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings. The Company may treat as
invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35
(5)(a) of the Uncertificated Securities Regulations 2001. All messages relating
to the appointment of a proxy or an instruction
to a previously-appointed proxy, which are to be transmitted through Crest, must
be received by Lloyds TSB Registrars (ID 7RA01 ) no later than 11.00 am on
Wednesday 26 July 2006, or if the Meeting is adjourned, 48 hours prior to the
day fixed for the adjourned Meeting.
9. EXCLUDED ITEMS
Certain items will not be permitted in the Annual General Meeting. These include
bags, cameras, recording equipment, items of any nature with potential to cause
disorder and such other items as the Chairman or designated officers of the
Meeting may specify. Would you like to help QinetiQ help the Environment? You
can do this by electing to receive future Company communications by email rather
than in paper form. Simply visit the Shareholders page on the QinetiQ website at
www.QinetiQ.com
- By making this election you are helping us reduce print, paper and postage
costs and the associated environmental impact.
- You will be able to view the Report and Accounts the day they are published.
- You will also be able to access your individual shareholding quickly.
Bank Dividend Mandate
If resolution 3 is carried and you would like your dividend paid directly into
your bank account, please complete the enclosed Dividend Mandate form, or visit
the QinetiQ Website at www.QinetiQ.com
ATTENDING THE AGM
The AGM will be held at the The Queen Elizabeth II Conference Centre, Broad
Sanctuary, London, on Friday 28 July at 11.00 am.
Timetable
09.30 am Doors open. Registration, please bring your admission card and register
at the Registration Desks.
09.45 am Refreshments will be served.
10.45 am Take seats in the auditorium.
11.00 am The Annual General Meeting will begin.




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