Qinetiq Regulatory News (QQ.)

QinetiQ Group plc

30 June 2015

NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES OR THEIR CONNECTED PERSONS

1. Vesting of Award under the QinetiQ Group plc Deferred Annual Bonus Plan ("DAB")

The Company announces that on 29 June 2015 the following Executive Director acquired Ordinary Shares of 1p each in the Company ("Shares"), as detailed in the table below, as a result of the vesting of an award granted on 29 June 2012 under the DAB:

The performance conditions were not met in respect of the Matching Award granted on 29 June 2012 under the DAB over 117,173 Shares and the Matching Award has therefore lapsed.

The DAB operated as follows:

Prior to shareholder approval of the Bonus Banking Plan in 2014, Executive Directors had a mandatory deferral of 50% of any bonus earned into a restricted, deferred award of Shares under the DAB. At the same time, the Company granted a matching award of Shares, up to a maximum match of 100% of the deferred award. Vesting of the matching award occurs after three years, subject to the achievement of EPS-based performance conditions, up to a maximum match of one Share for each Share deferred.

2. Grant of Award of notional Shares under the QinetiQ Group plc Bonus Banking Plan ("BBP")

QinetiQ Group plc (the "Company") announces that on 30 June 2015 the following Executive Director was granted an award of notional Ordinary Shares of 1p each in the Company ("Shares"), as detailed in the table below, under the BBP:

There is no exercise price applicable for the above award. The notional Shares relate to pre-tax bonus and are based on a market value of 197p per Share. At the end of each plan year the number of notional Shares in respect of deferred bonus will be adjusted to take account of the prevailing share price, performance-related adjustments and payments, and the deferral of further bonus into the plan.

The BBP operates as follows:

Each Executive Director has a mandatory deferral of 50% of any bonus earned into the BBP. The plan operates on a four-year cycle and performance conditions and targets are set at the beginning of each plan year.

At the end of each of the first three plan years, (i) performance against the targets is assessed and the amount of any bonus is contributed by the Company to the Executive Director's plan account; and (ii) notional Shares held in the plan account are valued using a 30 day average share price as at the end of the plan year. The total value of the plan account is adjusted accordingly, and 50% of that total value is paid to the Executive Director. The remaining balance in the Executive Director's plan account is converted into notional Shares using the 30 day average share price as at the end of the plan year.

In the fourth year, 100% of the balance is paid in Shares to the Executive Director.

During the four-year plan period, 50% of the retained balance is at risk of forfeiture based on a minimum level of performance which is determined annually in advance by the Remuneration Committee. The BBP rules contain provisions in respect of malus and clawback.

As a result of the above transactions, the aggregate number of Shares held beneficially by the Executive Director across all accounts (excluding BBP notional Shares which are at risk of forfeiture) is as follows:

This notification is made pursuant to rule 3.1.4R of the FCA Disclosure Rules and Transparency Rules.

END

For further information:

Jon Messent, Company Secretary, QinetiQ Group plc

David Bishop, Investor Relations, QinetiQ Group plc

Tel: +44 (0) 1252 392000