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QinetiQ Group PLC Proxy Solicitation & Information Statement 2011

Jun 20, 2011

4849_agm-r_2011-06-20_20700ae3-3f7b-4f74-865d-87bb01f70010.pdf

Proxy Solicitation & Information Statement

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QinetiQ Group plc Annual General Meeting 2011
Attendance Card

QinetiQ

Annual General Meeting to be held on Tuesday, 2 August 2011 at 1.00 pm at The Auditorium, JP Morgan, Cazenove, 20 Moorgate, London, EC2R 6DA

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

Notes

  1. If you wish to appoint a person(s) other than the Chairman of the Meeting to be your proxy, you should insert that person's name and number of shares over which the proxy is appointed in the box provided*.
  2. The appointment of a proxy does not preclude a member from attending and voting at the Meeting.
  3. This form of proxy must be signed and dated by the holder or his/her attorney duly authorised in writing, or if the holder is a corporation, either under seal or under the hand of a duly authorised officer or attorney of that company.
  4. To be valid, the Company's Registrar (Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA) must receive this form not less than 48 hours before the time appointed for the Meeting.
  5. 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.
  6. CREST Members may appoint a proxy or proxies through the CREST electronic proxy appointment service by using the procedures described in the CREST Manual.
  7. 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.
  8. If no specific voting directions are given, the proxy may vote or abstain from voting as he/she thinks fit. Unless instructed otherwise, the proxy may also vote or abstain from voting as he/she thinks fit on any other business (including amendments to resolutions) which may properly come to the Meeting.
  9. Please note that the 'Vote Withheld' option is provided to enable you to abstain on any resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'for' and 'against' a resolution.

QinetiQ Group plc Annual General Meeting 2011 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 or by using the CREST Voting Service.

Before completing this form of Proxy, please read the notes 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 photocopy each page indicating on each copy the name of the proxy you wish to appoint and the number of shares over which each proxy is appointed. You can also appoint multiple proxies online. Further details on the appointment of multiple proxies are set out on page 5 of the Notice of Annual General Meeting.

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

to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 1.00 pm on Tuesday, 2nd August 2011 and at any adjournment thereof on the resolutions set out below.

Please show how you wish your proxy to vote by placing an ☐ in the appropriate box below. Your proxy will vote or abstain as he/she thinks fit in his/her absolute discretion on any resolution set out below or any other resolution proposed at the Meeting or any amendment to any resolution if no direction is given.

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

Ordinary Resolutions FOR AGAINST WITHHELD
1. To receive the Report and Accounts
2. To approve the Directors' Remuneration Report
3. To declare a dividend
4. To re-elect Colin Balmer as a Director
5. To re-elect Admiral Sir James Burnell-Nugent as a Director
6. To re-elect Noreen Doyle as a Director
7. To re-elect Mark Elliott as a Director
8. To re-elect Sir David Lees as a Director
9. To elect Paul Murray as a Director
10. To re-elect David Mellors as a Director
11. To re-elect Leo Quinn as a Director
12. To re-appoint KPMG Audit plc as Auditors and to authorise the Audit Committee to determine the Auditors' remuneration
13. To make political donations
14. Authority to allot new shares
Special Resolutions
15. To disapply pre-emption rights
16. To authorise purchase of own shares
17. Notice period for Extraordinary General Meetings

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BUSINESS REPLY SERVICE
Licence No. SEA9439

Equiniti
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DW

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JP Morgan Cazenove
20 Moor
London EC2R 6DA
Telephone: 0141 2528 7598 3538
E-mail: [email protected]

The Auditorium
JP Morgan Cazenove
20 Moorgate
London
EC2R 6DA
Tuesday, 2 August 2011, 1.00 pm

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