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QinetiQ Group PLC Proxy Solicitation & Information Statement 2020

Jun 15, 2020

4849_agm-r_2020-06-15_1bf66a9d-1f24-43a4-80c4-595c228604d1.pdf

Proxy Solicitation & Information Statement

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QINETIQ

QinetiQ Group plc Annual General Meeting 2020

Annual General Meeting to be held on Tuesday, 14 July 2020 at 11.00am at Cody Technology Park, Ively Road, Farnborough, Hampshire GU14 0LX.

Please see overleaf for proxy notes.

Please make sure you have the right to contact the group.

QinetiQ Group plc Annual General Meeting 2020 Form of Proxy

  • Voting ID
  • Task ID
  • Shareholder Reference Number

You can submit your proxy electronically at www.shareview.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. In accordance with Schedule 14 of the Corporate Insolvency and Governance Bill and in assisting companies to meet their statutory obligations during the COVID-19 pandemic, shareholders will not be able to attend the QinetiQ Group plc Annual General Meeting 2020 in person and shareholders will not be permitted entry.

  • Name of appointed proxy
  • Number of shares over which proxy is appointed

as my/our proxy to exercise all of my/our rights to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on Tuesday, 14 July 2020 and at any adjournment thereof on the resolutions set out below. Please note that given the restrictions on attendance at this year's Annual General Meeting, shareholders are strongly encouraged to appoint the Chairman of the Annual General Meeting as their proxy rather than a named person who will not be permitted to attend the Annual General Meeting.

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 For Against Withheld
1. To receive the Report and Accounts
2. To approve the Directors' Remuneration Report
3. To approve the Directors' Remuneration Policy
4. To re-elect Lynn Brubaker as a Director
5. To re-elect Admiral Sir James Burnell-Nugent as a Director
6. To re-elect Michael Harper as a Director
7. To elect Shonaid Jemmett-Page as a Director
8. To re-elect Neil Johnson as a Director
9. To re-elect Ian Mason as a Director
10. To re-elect Susan Searle as a Director
11. To re-elect David Smith as a Director
12. To re-elect Steve Wadey as a Director

Please see overleaf for proxy notes.

Date Signature
Product ID ☐ Please mark this box if signing on behalf of the Shareholder as a Power of Attorney, Receiver or Third Party.

34111 QIN AR20 6 Proxy Form AW05.indd 1

04/06/2020 17:53


34111 QIN AR20 6 Proxy Form AW05.indd 2
04/06/2020 17:53

QINETIQ

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. Please note that given the restrictions on attendance at this year's Annual General Meeting, shareholders are strongly encouraged to appoint the Chairman of the Annual General Meeting rather than a named person who will not be able to attend. 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. 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.

  4. 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.

  5. 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. By way of reminder, attendance at this year's Annual General Meeting will be limited and if you appoint a person other than the Chairman of the Annual General Meeting, they will not be able to attend.

  6. To be valid, the Company's Registrar (Equinit), Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA) must receive this form not later than 11.00am on Friday, 10 July 2020.

  7. If you would prefer, you may return this Form of Proxy in an envelope to Freepost RTHJ/CLLI/KBKU, Equinit, Aspect House, Spencer Road, Lancing BN99 8LU. No stamp is required if posted in Great Britain, the Channel Islands or Northern Ireland.

  8. 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.

  9. CREST Members may appoint a proxy or proxies through the CREST electronic proxy appointment service by using the procedures described in the CREST Manual.

  10. 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.

  11. 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.

  12. 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.

Tuesday, 14 July 2020 at 11.00am

Business Reply Plus
Licence Number
RTAT-HLLH-BTAB

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Equiniti
Aspect House
Spencer Road
LANCING
BN99 8HB