QinetiQ Group PLC — Proxy Solicitation & Information Statement 2016

Jun 14, 2016

QinetiQ

QinetiQ Group plc Annual General Meeting 2016

Form of Proxy

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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 11.00 am on Wednesday, 20 July 2016 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 Report	☐	☐	☐
3. To declare a dividend	☐	☐	☐
4. To elect Lynn Brubaker as a Director	☐	☐	☐
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 re-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 Susan Searle as a Director	☐	☐	☐
12. To re-elect Steve Wadey as a Director	☐	☐	☐
13. To re-appoint KPMG LLP as auditor	☐	☐	☐
14. To authorise the Audit Committee to determine the auditor's remuneration	☐	☐	☐
15. To make political donations	☐	☐	☐
16. Authority to allot new shares	☐	☐	☐
Special Resolutions
17. To disapply pre-emption rights: standard	☐	☐	☐
18. To disapply pre-emption rights: acquisitions	☐	☐	☐
19. To authorise the purchase of own shares	☐	☐	☐
20. 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.

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QinetiQ

Ashurst LLP
Broadwalk House, 5 Appold Street,
London EC2A 2HA
Tel: +44(0)20 7638 1111
Wednesday, 20 July 2016 at 11.00 am

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. A proxy need not be a member of the Company. If no name is entered, the return of this form duly signed will authorise the Chairman of the Meeting to act as your proxy.
2. If the proxy is being appointed in relation to less than your full voting entitlement, please enter into the box next to the proxy holder's name the number of shares in relation to which they are being authorised to act as your proxy. If this box is left blank, your proxy will be deemed to be appointed in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
3. The appointment of a proxy does not preclude a member from attending and voting at the Meeting, or at any adjournment thereof, should they wish to do so.
4. In the case of a corporation, this form of proxy must be executed under its common seal or under the hand of a duly authorised officer or attorney, stating their capacity.
5. 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. Please indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. You can also appoint multiple proxies online. Further details on the appointment of multiple proxies are set out in note 2 of the Notice of Annual General Meeting.
6. This form of proxy must be signed and dated by the holder or by 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.
7. To be valid, the Company's Registrar (Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA) must receive this form not later than 11.00 am on Monday, 18 July 2016.
8. If you would prefer, you may return this form of proxy in an envelope to Freepost RT40-CLLL 4BKU, Equiniti, Aspect House, Spencer Road, Lancing BN99 BLU. No stamp is required if posted in Great Britain, the Channel Islands or Northern Ireland.
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. CREST Members may appoint a proxy or proxies through the CREST electronic proxy appointment service by using the procedures described in the CREST Manual.
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. 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.
13. 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.

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Equiniti
Aspect House
Spencer Road
LANCING
BN99 8HB