QinetiQ Group PLC

Proxy Solicitation & Information Statement • Jun 12, 2019

QinetiQ Group plc Annual General Meeting 2019 Attendance Card

Annual General Meeting to be held on Wednesday, 24 July 2019 at 11.00am at Ashurst LLP, London Fruit and Wool Exchange, 1 Duval Square, London E1 6PW

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. Please see overleaf for proxy notes.

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Signature QinetiQ Group plc Annual General Meeting 2019 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 proxy is appointed

as my/our proxy to exercise all 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 Wednesday, 24 July 2019 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.

			For Against Withheld				For Against Withheld
Ordinary Resolutions
	1. To receive the Report and Accounts				13. To re-appoint PricewaterhouseCoopers
	2. To approve the Directors'				LLP as auditor
	Remuneration Report				14. To authorise the Audit Committee to determine the auditor's remuneration
	3. To declare a dividend				15. To make political donations
	4. To re-elect Lynn Brubaker as a Director				16. Authority to allot new shares
	5. To re-elect Admiral Sir James				Special Resolutions
	Burnell-Nugent as a Director				17. To disapply pre-emption rights:
	6. To re-elect Michael Harper as a Director				standard
	7. To elect Neil Johnson as a Director				18. To disapply pre-emption rights: acquisitions
	8. To re-elect Ian Mason as a Director				19. To authorise the purchase of
	9. To re-elect Paul Murray as a Director				own shares
	10. To re-elect Susan Searle as a Director				20. Notice period for Extraordinary
	11. To re-elect David Smith as a Director				General Meetings
	12. To re-elect Steve Wadey as a Director				21. To adopt new Articles of Association

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BN99 8HB LANCING Spencer Road Aspect House Equiniti BN99 8HB LANCING Spencer Road Aspect House Equiniti

London E1 6PW 1 Duval Square, London Fruit and Wool Exchange, Ashurst LLP

Tel: +44(0)20 7638 1111

Notes

• 1. Meeting to act as your proxy. name is entered, the return of this form duly signed will authorise the Chairman of the is appointed in the boxes provided. A proxy need not be a member of the Company. If no proxy, you should insert that person's name and number of shares over which the proxy If you wish to appoint a person(s) other than the Chairman of the Meeting to be your
• 1. voting entitlement for that designated account). form has been issued in respect of a designated account for a shareholder, the full will be deemed to be appointed in respect of your full voting entitlement (or if this proxy which they are being authorised to act as your proxy. If this box is left blank, your proxy 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
• 1. at The appointment of a proxy does not preclude a member from attending and voting the Meeting, or at any adjournment thereof, should they wish to do so.
• 1. seal or 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
• 1. if shares over which each proxy is appointed. Please indicate by ticking the box provided indicating on each copy the name of the proxy you wish to appoint and the number of If you wish to appoint multiple proxies using this form, please photocopy each page the proxy instruction is one of multiple instructions being given. You can also appoint out in note 2 of the Notice of Annual General Meeting. multiple proxies online. Further details on the appointment of multiple proxies are set
• 1. hand 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 This Form of Proxy must be signed and dated by the holder or by his/her attorney duly
• 1. 22 West Sussex BN99 6DA) must receive this form not later than 11.00am on Monday, To be valid, the Company's Registrar (Equiniti, Aspect House, Spencer Road, Lancing, July 2019.
• 1. is 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 If you would prefer, you may return this Form of Proxy in an envelope to Freepost
• 1. 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.
• 1. 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. voting as he/she thinks fit on any other business (including amendments to resolutions) he/she thinks fit. Unless instructed otherwise, the proxy may also vote or abstain from If no specific voting directions are given, the proxy may vote or abstain from voting as
• which may properly come to the Meeting.13. any Please note that the 'Vote Withheld' option is provided to enable you to abstain on resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law 'Against' a resolution. and will not be counted in the calculation of the proportion of the votes 'For' and Wednesday, 24 July 2019 at 11.00am

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