QinetiQ Group PLC

Proxy Solicitation & Information Statement • Jun 17, 2014

QinetiQ Group plc Annual General Meeting 2014 Attendance Card Annual General Meeting to be held on Tuesday, 22 July 2014 at 11.00am at Pennyhill Park Hotel, London Road, Bagshot, Surrey GU19 5EU

If you plan to attend the Annual General Meeting please detach, sign and hand this attendance card in upon your arrival. This will facilitate your admission. Signature Please see overleaf for proxy notes.

QinetiQ Group plc Annual General Meeting 2014
Form of Proxy

Voting ID Task ID Shareholder Reference Number

You can submit your proxy electronically at www.sharevote.co.uk using the above numbers.

Before completing this Form of Proxy, please read the notes overleaf and also contained in the Notice of Annual General Meeting. For the full wording of the resolutions set out below, please refer to the Notice of Annual General Meeting.

If you wish to appoint multiple proxies using this form, please refer to note 5 overleaf.

I/We the undersigned being a member(s) of QinetiQ Group plc hereby appoint the Chairman of the Meeting or * (insert name in the box below, in BLOCK CAPITALS)

*Name of appointed proxy *Number of shares over which the proxy is appointed

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 11.00am on Tuesday, 22 July 2014 and at any adjournment thereof on the resolutions set out below.

I/We instruct my/our proxy to vote on the following resolutions as indicated below (please refer to note 12 overleaf).

Please mark this box if this proxy appointment is one of multiple appointments.

Where my/our shares are held via the QinetiQ Nominee Service (the corporate sponsored nominee), this voting instruction is directed to Equiniti Corporate Nominees Limited.

	Ordinary Resolutions	FOR	AGAINST	WITHHELD
	1. To receive the Report and Accounts
	2. To approve the Directors' Remuneration Policy
	3. To approve the Directors' Remuneration Report
	4. To declare a dividend
	5. To re-elect Admiral Sir James Burnell-Nugent as a Director
	6. To re-elect Mark Elliott as a Director
	7. To re-elect Michael Harper as a Director
	8. To elect Ian Mason as a Director
	9. To re-elect David Mellors as a Director
	10. To re-elect Paul Murray as a Director
	11. To re-elect Leo Quinn as a Director
	12. To elect Susan Searle as a Director
	13. To re-appoint KPMG LLP plc as auditor
	14. To authorise the Audit Committee to determine the auditor's remuneration
	15. To make political donations
	16. To approve the rules of the QinetiQ Group plc 2014 Bonus Banking Plan
	17. Authority to allot new shares
	Special Resolutions
	18. To disapply pre-emption rights
	19. Notice period for Extraordinary General Meetings
Date	Signature

Please mark this box if signing on behalf of the Shareholder as a Power of Attorney, Receiver or Third Party.

1442-1_QAR_Proxy_v4.indd 1-2 09/06/2014 14:14

Pennyhill Park Hotel London Road, Bagshot, Surrey, GU19 5EU Tel: +44 (0)1276 471 774 Tuesday, 22 July 2014, 11.00am RTAT-HLLH-BTAB Licence Number Business Reply Plus

Business Reply Plus Licence Number TDTTTATDTADDAFDTDTFAFTFTAATFFTDFFTFF RTAT-HLLH-BTAB Licence Number Business Reply Plus

Equiniti Spencer R Aspect House Lancing LANCING Spencer Road Aspect House Equiniti

BN99 8HB

Notes

1.

• name is entered, the return of this form duly signed will authorise the Chairman of the appointed in the boxes provided. A proxy need not be a member of the Company. If no you should insert that person's name and number of shares over which the proxy is If you wish to appoint a person(s) other than the Chairman of the Meeting to be your proxy,
• meeting to act as your proxy. 2. which they are being authorised to act as your proxy. If this box is left blank, your proxy will enter into the box next to the proxy holder's name the number of shares in relation to If the proxy is being appointed in relation to less than your full voting entitlement, please
• entitlement for that designated account). has been issued in respect of a designated account for a shareholder, the full voting be deemed to be appointed in respect of your full voting entitlement (or if this proxy form
• 1. Meeting, or at any adjournment thereof, should they wish to do so. The appointment of a proxy does not preclude a member from attending and voting at the
• 1. under the hand of a duly authorised officer or attorney, stating their capacity. In the case of a corporation, this form of proxy must be executed under its common seal or 5. If you wish to appoint multiple proxies using this form, please photocopy each page
• in note 2 of the Notice of Annual General Meeting. multiple proxies online. Further details on the appointment of multiple proxies are set out the proxy instruction is one of multiple instructions being given. You can also appoint shares over which each proxy is appointed. Please indicate by ticking the box provided if indicating on each copy the name of the proxy you wish to appoint and the number of
• 1. of a duly authorised officer or attorney of that company. authorised in writing, or if the holder is a corporation, either under seal or under the hand This form of proxy must be signed and dated by the holder or his/her attorney duly
• 1. Sussex BN99 6DA) must receive this form not later than 11.00am on Friday, 18 July 2014. To be valid, the Company's Registrar (Equiniti, Aspect House, Spencer Road, Lancing, West 8. If you would prefer, you may return this form of proxy in an envelope to Freepost
• required if posted in Great Britain, the Channel Islands or Northern Ireland. RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing, BN99 8LU. No stamp is 9. Members may submit their proxies electronically at www.sharevote.co.uk using the Voting
• ID, Task ID, and Shareholder Reference Number given on this form. 10. appointment service by using the procedures described in the CREST Manual. CREST Members may appoint a proxy or proxies through the CREST electronic proxy 11. In the case of joint holdings, the vote of the first named in the register of shareholders
• will be accepted to the exclusion of other joint holders. 12. as he/she thinks fit on any other business (including amendments to resolutions) which she thinks fit. Unless instructed otherwise, the proxy may also vote or abstain from voting If no specific voting directions are given, the proxy may vote or abstain from voting as he/
• may properly come to the Meeting. 13. 'Against' a resolution. and will not be counted in the calculation of the proportion of the votes 'For' and any resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law Please note that the 'Vote Withheld' option is provided to enable you to abstain on