QinetiQ Group PLC

Proxy Solicitation & Information Statement • Jun 15, 2021

QinetiQ Group plc Annual General Meeting 2021

Annual General Meeting to be held on Wednesday, 21 July 2021 at 10.00am at Portsdown Technology Park, Southwick Road, Cosham, Portsmouth, PO6 3RU.

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. Please see the Notice of AGM for information about the pre-registration requirement to attend the Meeting.

Signature
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Please see overleaf for proxy notes.

Q Fo in rm et o iQ f P G ro ro up p lc	A nn ua l G en er al	M ee tin g 20 21
Vot ing ID xy	Tas k ID	Sh are hol der Re	fer enc e N um ber
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in B a m LO em CK ber CA (s) PIT ap of Q AL ine S). tiQ Gr oup plc pr	he reb y a ng ppo int the Ch airm	an of t he Me etin g o r * (ins	ert na me in the bo x b elo w,
* N am e of ap poi nte d p rox y	* N	um ber of sha res ove r w hic h p	rox y is ap poi nte d
the set as ou my Co /ou t be mp r pr any low oxy to to be exe hel d a rcis t 10 e a .00 ll of	am my on /ou We r rig dne hts to sda vot y, 2 e fo 1 J r m uly e/u 202	s o 1 a n m nd y/o at a ur b ny adj eha our lf a nm t th ent e A	the nnu reo al G f on ene the ral res Me etin olu tion g o f s
I/W e in str uct my /ou r pr oxy to vot	e o n th e fo llow ing res olu tion s a	s in dic ate d b elo w ( ple ase ref	er t o n ote 12 ov erle af)

Please mark this box if this proxy appointment is one of multiple appointments. instruction is directed to Equiniti Corporate Nominees Limited. Where my/our shares are held via the QinetiQ Nominee Service (the corporate sponsored nominee), this voting

Ord	ina ry R eso luti ons	For	Aga inst Wit	hhe ld		For	Aga inst	Wit hhe ld
1.	To rec eive the Re por t an d A cco unt s				12. To r e-a ppo int P rice wat erh ous eCo ope rs
2.	To app rove the Dir ect ors '				LLP as aud itor
	Rem une rati on Rep ort				13. To aut hor ise the Au dit Com mit tee to
3.	To dec lare the fin al d ivid end				det erm ine the au dito r's rem une rati on
4.	To re-e Dir lect Lyn n B rub ake r				15. 14. Aut To ma hor ke p olit ical llot do nat sh ions
5.	To as a lect ect Mi or cha el H				ity t o a new are s
	a D re-e irec tor arp er a s
6.	To re-e lect Sh ona id J em me tt-P age				Spe cia l Re sol utio ns
	as a Dir ect or				16. To disa pply pre -em ptio n
7.	To re-e lect Ne il Jo hns on as a Dir ect or				righ ts: sta nda rd
8.	To elec t Ge ner al S ir G ord on				17. acq To disa uisi tion pply s pre -em ptio n ri ght s:
	Me sse nge r as a D irec tor
9.	To re-e lect Su san Se arle as a D irec tor				18. ow To n sh aut hor are ise s the pu rch ase of
10.	To re-e lect Da vid Sm ith as a Dir ect or				19. Not ice per iod for Ext rao rdin ary
11.	To re-e lect Ste ve W ade y as a D irec tor				Gen era l Me etin gs

as a P ow er o f A tto rne y, R ece ive r o r T hird Pa rty	Ple ase m ark th is b ox if s ign ing on be hal f of th e S har eho lde r	Sig nat ure

Product ID

Date

Notes

• 1. If you wish to appoint a person(s) other than the Chairman of the Annual General 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 Annual General Meeting to act as your proxy.
• 1. 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).
• 1. 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.
• 1. 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.
• 1. 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.
• 1. This Form of Proxy must be signed and dated by the holder or by the holder's 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.
• 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 10.00am on Monday, 19 July 2021.
• 1. If you would prefer, you may return this Form of Proxy in an envelope to Freepost RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing BN99 8LU. No stamp is required if posted in Great Britain, the Channel Islands or Northern Ireland.
• 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 they think fit. Unless instructed otherwise, the proxy may also vote or abstain from voting as they think fit on any other business (including amendments to resolutions) which may properly come to the Annual General Meeting.
• 1. 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.

Wednesday, 21 July 2021 at 10.00am