Qinetiq Regulatory News (QQ.)

QINETIQ GROUP PLC

19 July 2017

QINETIQ GROUP PLC - Results of Annual General Meeting held on 19 July 2017

QinetiQ Group plc ('QinetiQ') announces that all resolutions proposed at its Annual General Meeting ('AGM') held on 19 July 2017 were duly passed with the requisite majorities and the results of the poll are as follows:

*Special Resolution

Notes:

1. The percentages above are rounded to two decimal places.

2. Votes "for" include discretionary votes.

3. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "for" and "against" a resolution.

4. The number of ordinary shares in issue at 11.00 am on 17 July 2017 was 571,757,121 of which 4,515,868 are held in treasury. Therefore the number of ordinary shares with voting rights at 11:00am on 17 July 2017 was 567,241,253.

In accordance with Listing Rule 9.6.2R, a copy of the resolutions, other than those concerning ordinary business, passed by the Company at the AGM held on 19 July 2017, has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

The Board of Directors of QinetiQ (the 'Board) is pleased that all resolutions were successfully approved by shareholders. The Board however recognises that, while the majority of our principal shareholders voted in favour of all resolutions, some shareholders and their proxy advisors did not support resolutions 2 and 17.

Throughout the development of the new Directors' Remuneration Policy (the 'Policy') and the 2017 QinetiQ Group plc Incentive Plan (the 'Incentive Plan'), we engaged with our main shareholders and their proxy advisors to understand their concerns in relation to the Policy and Incentive Plan and incorporate provisions to address them, where consistent with the objectives of the Policy. It is clear from the vote that, while the majority of shareholders were supportive, we still have more to do to explain elements of the Policy and Incentive Plan to some shareholders and why the Board believes their adoption is in shareholders' best interests.

In particular, the Board notes that the move to an annual assessment for the majority of performance conditions caused a concern for some shareholders that this might result in a short-term focus for management. The Board believes that QinetiQ's five-year strategy for sustainable growth will continue to evolve in a dynamic market and that the inclusion of annual and multi-year performance assessments will ensure that Executives are appropriately incentivised to respond to the opportunities and challenges created in this dynamic market. Ongoing forfeiture conditions coupled with a material deferral in shares will ensure that the full value of incentives earned based on the annual assessment of performance will only be received if this leads to long-term sustainable performance and value creation for shareholders.

The Board will implement the Policy and Incentive Plan while remaining receptive to feedback as it continues to work to ensure that policies and procedures are understood and aligned with shareholders' interests.

Enquiries: