QinetiQ Group PLC — Proxy Solicitation & Information Statement 2018

Jun 13, 2018

If you have sold or otherwise transferred all your shares in the Company, please send this letter, and any accompanying documents, to the purchaser or transferee or the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

13 June 2018

Dear Shareholder

The 2018 Annual General Meeting (AGM) of QinetiQ Group plc will be held at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2AG on Wednesday, 25 July 2018 at 11.00am.

Depending on your personal election on how to receive Company notifications, the notice of AGM and the Report and Accounts for the year ended 31 March 2018 are either enclosed with this letter (if you elected for a paper copy) or can be viewed and downloaded from the 'Shareholder Services' section of the 'Investors' pages on www.QinetiQ.com.

If you have become a shareholder since 2 June 2017, and have yet to make an election on how to receive Company notifications, please turn to the enclosed election form, where full details of the options available to you, together with the action you need to take, are explained.

My fellow Directors and I look forward to meeting as many shareholders as possible at the AGM. Your vote is important to us. Whether you are able to attend the AGM or not, you can register your vote as follows:

• –Electronically, at www.sharevote.co.uk. If you have a Shareview portfolio, you can cast your vote at www.shareview.co.uk.
• –By post, by completing the enclosed Form of Proxy and returning it to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by 11.00am on Monday, 23 July 2018.
• –If you hold your shares in CREST, please follow the instructions to appoint a proxy in note 5 of the notice of AGM.

Appointing a proxy will not prevent you from attending and voting in person at the AGM, if you wish to do so.

The results of the voting will be announced to the UK Listing Authority and will be published on our website www.QinetiQ.com as soon as practicable after the AGM.

Your Board considers that each of the resolutions detailed in the notice of AGM will promote the success of the Company and are in the best interests of the Company and its shareholders as a whole. The Directors intend to vote in favour of all resolutions in respect of their own beneficial shareholdings of ordinary shares in the Company and unanimously recommend that you do the same.

I look forward to seeing you at the offices of Ashurst, London on 25 July.

Yours sincerely

Mark Elliott Chairman

Hampshire GU14 0LX United Kingdom QinetiQ Group plc Registered in England No. 4586941 Cody Technology Park, Ively Road Farnborough, Hampshire GU14 0LX