QinetiQ Group PLC — Proxy Solicitation & Information Statement 2012

Jun 19, 2012

QinetiQ Group plc Annual General Meeting 2012 Attendance Card

QinetiQ Group plc Annual General Meeting 2012 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 3 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 attend, speak and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 1.00 pm on Thursday, 26 July 2012 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 10 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 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 elect Michael Harper 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 re-appoint KPMG Audit plc as auditor and to authorise the
	Audit Committee to determine the auditor's remuneration
	13. To make political donations
	14. Authority to allot new shares
	15. To approve the QinetiQ Group plc 2012 Performance Share Plan
Special Resolutions
	16. To disapply pre-emption rights
	17. To authorise the purchase of own shares
	18. Notice period for Extraordinary General Meetings
	19. To adopt new Articles of Association

Signature

Please see overleaf for proxy notes.

Date

Please mark this box if signing on behalf of the Shareholder as a

Power of Attorney, Receiver or Third Party.

Annual General Meeting to be held on Thursday, 26 July 2012 at 1.00 pm at The Royal Berkshire Hotel, London Road, Sunninghill, Ascot, Berkshire SL5 0PP

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 boxes provided*. 2. The appointment of a proxy does not preclude a member from attending and voting at the

Meeting.

• 1. If you wish to appoint multiple proxies using this form, please photocopy each page indicating each proxy is appointed. You can also appoint multiple proxies online. Further details on the on each copy the name of the proxy you wish to appoint and the number of shares over which
• 1. This form of proxy must be signed and dated by the holder or his/her attorney duly authorised authorised officer or attorney of that company. in writing, or if the holder is a corporation, either under seal or under the hand of a duly

appointment of multiple proxies are set out in note 2 of the Notice of Annual General Meeting.

• 1. To be valid, the Company's Registrar (Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA) must receive this form not later than 1.00pm on Tuesday 24 July 2012.
• 1. If you would prefer, you may return this form of proxy in an envelope to Equiniti, is required. FREEPOST SEA 10846, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6ZL. No stamp
• 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. CREST Members may appoint a proxy or proxies through the CREST electronic proxy appointment service by using the procedures described in the CREST Manual.
• 1. 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.
• 1. If no specific voting directions are given, the proxy may vote or abstain from voting as he/she come to the Meeting. thinks fit on any other business (including amendments to resolutions) which may properly thinks fit. Unless instructed otherwise, the proxy may also vote or abstain from voting as he/she
• 1. Please note that the 'Vote Withheld' option is provided to enable you to abstain on any a resolution. will not be counted in the calculation of the proportion of the votes 'For' and 'Against' resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and

BN99 6DW West Sussex Lancing Spencer Road Aspect House Equiniti

London Road, Sunninghill, Ascot, Berkshire SL5 0PP Tel: 0845 894 5676 Thursday, 26 July 2012, 1.00 pm