27th Jun 2006 07:00
QinetiQ Group plc27 June 2006 The Queen Elizabeth II Conference Centre, London, SW1Friday, 28 July 2006, 11.00 am.NOTICE IS HEREBY GIVEN that the Annual General Meeting of QinetiQ Group plc (the'Company') will be held at The Queen Elizabeth II Conference Centre, BroadSanctuary, Westminster, London SW1P 3EE on Friday, 28 July 2006, at 11.00 am, orat any adjournment thereof, for the following purposes:To consider and, if thought fit, to pass the following resolutions, all of whichare ordinary resolutions, with the exception of resolutions number 12 and 13which are special resolutions.The ordinary resolutions will be passed if more than 50% of the total votes castare in favour of each such resolution. Resolutions 12 and 13, being specialresolutions, will be passed if not less than 75% of the total votes cast are infavour of each such resolution.Your Directors consider that each of the proposals detailed in this Notice ofMeeting will be of benefit to, and in the best interests of, the Company and theshareholders as a whole. The Directors intend to vote in favour of allresolutions in respect of their own beneficial holdings of ordinary shares inthe Company and unanimously recommend that other shareholders do the same. NOTICE OF ANNUAL GENERAL MEETING OF QINETIQ GROUP PLCRESOLUTIONSRESOLUTION 1THAT the audited accounts of the Company for the year ended 31 March 2006 andthe Report of the Directors and Auditors' Report thereon now laid before thisMeeting be and are hereby received.RESOLUTION 2THAT the Directors' Remuneration report as set out on pages 50 to 54 of theQinetiQ Group plc Report and Accounts for the year ended 31 March 2006 be and ishereby approved.RESOLUTION 3THAT a final dividend of 2.25 pence per ordinary share for the year ended 31March 2006 be declared and paid on 23 August 2006 to holders of ordinary shareson the register on 4 August 2006 in respect of each ordinary share.RESOLUTION 4THAT Noreen Doyle retiring pursuant to Article 120 of the Company's Articles ofAssociation be and is hereby re-elected as a Director of the Company.RESOLUTION 5THAT Colin Balmer retiring pursuant to Article 115 of the Company's Articles ofAssociation be and is hereby re-elected as a Director of the Company.RESOLUTION 6THAT Sir John Chisholm retiring pursuant to Article 115 of the Company'sArticles of Association be and is hereby re-elected as a Director of theCompany.RESOLUTION 7THAT Graham Love retiring pursuant to Article 115 of the Company's Articles ofAssociation be and is hereby re-elected as a Director of the Company.RESOLUTION 8THAT Glenn Youngkin retiring pursuant to Article 115 of the Company's Articlesof Association be and is hereby re-elected as a Director of the Company.RESOLUTION 9THAT KPMG Audit Plc be and is hereby re-appointed as auditors of the Companyuntil the next Annual General Meeting at which accounts are to be laid beforethe Company.RESOLUTION 10THAT the Audit Committee of the Board be and is hereby authorised to agree theauditors' remuneration.RESOLUTION 11THAT in accordance with Part XA of the Companies Act 1985 as amended, theCompany be and is hereby authorised:(a) to make donations to EU political organisations, not exceeding £100,000 intotal; and(b) to incur EU political expenditure, not exceeding £100,000 in total; duringthe period commencing on the date of this resolution and ending on the date ofthe Annual General Meeting of the Company in 2007, andTHAT in accordance with Section 347D of the Companies Act 1985 QinetiQ Limited,being a wholly-owned subsidiary of the Company be and is hereby authorised:(a) to make donations to EU political organisations, not exceeding£100,000 in total; and(b) to incur EU political expenditure, not exceeding £100,000 in total; duringthe period commencing on the date of this resolution and ending on the date ofthe Annual General Meeting of the Company in 2007.For the purpose of this resolution, donation, EU political organisation and EUpolitical expenditure have the meanings given to them in Section 347A of theCompanies Act 1985.RESOLUTION 12THAT the Articles of Association be and are hereby amended, such that the words"'Ordinary Share' means the ordinary shares of 1 and 1/3 pence each in theCompany's share capital" in Article 1(1) (under thesection headed 'Preliminary') shall be replaced by the following: "'OrdinaryShare' means the ordinary shares of 1 penny each in the Company's sharecapital".RESOLUTION 13THAT the Company be and is generally and unconditionally authorised to makemarket purchases (within the meaning of Section 163(3) of the Companies Act1985) of ordinary shares of 1 penny each of the Company provided that:(a) the maximum number of ordinary shares hereby authorised to beacquired is 65,056,502;(b) the minimum price which may be paid for any such share is 1 penny;(c) the maximum price which may be paid for any such share is the higher of (i)an amount equal to 105% of the average of the middle market quotations for anordinary share in the Company as derived from The London Stock Exchange DailyOfficial List for the five business days immediately preceding the day on whichsuch share iscontracted to be purchased and (ii) the amount stipulated by Article 5(1) of theEU Buy-back and Stabilisation Regulation (being the higher of the price of thelast independent trade and the highest current independent bid for an ordinaryshare in the Company on the trading venues where the market purchases by theCompany pursuant to the authority conferred by this Resolution 13 will becarried out);(d) the authority hereby conferred shall expire on the date of the next AnnualGeneral Meeting of the Company; and(e) the Company may make a contract to purchase its ordinary shares under theauthority hereby conferred prior to the expiry of such authority, which contractwill or may be executed wholly or partly after the expiry of such authority, andmay purchase its ordinary shares in pursuance of any such contract.By Order of the Board LYNTON D BOARDMANCOMPANY SECRETARYDated 7 June 2006Registered Office85 Buckingham GateLondon SW1E 6PDRegistered in England and Wales No. 4586941 EXPLANATORY NOTESRESOLUTION 1Report and AccountsThe Directors are required by law to present to the Meeting the accounts and theReport of the Directors and Auditors' Report for the year ended 31 March 2006.RESOLUTION 2Remuneration ReportThe Company is required by law to seek the approval of the Directors'Remuneration report by shareholders at the Annual General Meeting. This reportcan be found on pages 50 to 54 of the Company's Report and Accounts for the yearended 31 March 2006, copies of which have been sent to those shareholders whoelected to receive them and areobtainable from the Registered Office of the Company or from the Company'swebsite - www.QinetiQ.com. The vote is advisory in nature, and not specific toany Director's level or terms of remuneration.RESOLUTION 3Declaration of a DividendFinal dividends must be approved by shareholders but must not exceed the amountrecommended by Directors. If the Meeting approves Resolution 3, a final dividendin respect of the year ended 31 March 2006 of 2.25 pence per share will be paidon 23 August 2006 to the ordinary shareholders who are on the register ofmembers on 4 August 2006 in respect of each ordinary share.RESOLUTION 4Re-election of Noreen DoyleIn accordance with the Articles of Association, Noreen Doyle, who was appointedto the Board on 26 October 2005, offers herself for re-election to the Board.Noreen currently serves as an independent non-executive director on theBoard. She also sits on the Risk Committee of Credit Suisse Group (Zurich) andis a non-executive director of Newmont Mining Corporation (Denver) and RexamPLC. In August, 2005, Noreen completed her four-year term as First VicePresident of the European Bank for Reconstruction and Development (EBRD), whereshe chaired the EBRD's OperationsCommittee and was a member of the Executive Committee. Prior to her appointmentas First Vice President, Noreen was firm wide head of Risk Management. Shejoined the EBRD in 1992 to establish its syndicationsfunctions. Before joining the EBRD, Noreen had a distinguished career at BankersTrust Company (now Deutsche Bank) in corporate finance and leveraged financingwith a concentration in oil, gas and mining. Noreen has a BA from the College ofMount Saint Vincent, Riverdale, New York and an MBA from Tuck School atDartmouth College. Noreen is also a member of the Remuneration Committee of theBoard. The remaining Directors unanimously recommend that she be re-elected as aDirector of the Company.RESOLUTION 5Re-election of Colin BalmerIn accordance with the Articles of Association, Colin Balmer, who was appointedto the Board on 28 February 2003, retires by rotation and offers himself forre-election. Colin was Managing Director of the Cabinet Office from 2003 untilhis retirement in 2006. Previously, Colin was Finance Director of the Ministryof Defence (MOD), with responsibility for QinetiQ's privatisation and thesubsequent investment by Carlyle as part of the PPP transaction. He hasextensive experience across the MOD including periods as Private Secretary totwo Ministers for Defence Procurement, a secondment to the UK Delegation to theNorth Atlantic Treaty Organisation (NATO) and as Minister for Defence Materielin Washington DC, United States. Colin was formerly a member of the independentFinancial Reporting Advisory Board and the Advisory Council of Partnerships UKand is currently a member of the Foreign and Commonwealth Office's Audit and Risk Committee. The remaining Directors unanimously recommend that he be re-elected as a Director of the Company.RESOLUTION 6Re-election of Sir John ChisholmIn accordance with the Articles of Association, Sir John Chisholm, who wasappointed to the Board on 28 February 2003, retires by rotation and offershimself for re-election. Sir John Chisholm, the Chairman of QinetiQ, was ChiefExecutive of QinetiQ (previously DERA) from 1991, transforming it into asuccessful trading fund and developing its commercial business. Previously he was UK Managing Director of Sema Group plc and prior to that he was a directorof Cap Group plc. In 1979 he founded and became managing director of CAP Scientific Ltd. After a degree at Cambridge in Mechanical Sciences, Sir John's work experience has included periods at General Motors and Scicon Ltd, part of BP. Sir John is currently a Trustee and President of the Institution ofEngineering and Technology and it was recently announced that he will become Chairman of the Medical Research Council later this year. He is also a Fellow ofthe Royal Academy of Engineering, the Royal Aeronautical Society and the Institute of Physics. The remaining Directors unanimously recommend that hebe re-elected as a Director of the Company.RESOLUTION 7Re-election of Graham LoveIn accordance with the Articles of Association, Graham Love, who was appointedto the Board on 28 February 2003, retires by rotation and offers himself forre-election. Graham is the Chief Executive Officer of QinetiQ, having previouslybeen Chief Financial Officer for four years. Prior to rejoining DERA in 2001, hewas Chief Executive of Comax Secure Business Services Ltd, leading it throughits privatisation in 1997 before its sale to Amey plc in 1999. Before thatGraham was Finance Director of DERA from 1992 to 1996. After a degree in Englishat Cambridge, Graham's work experience included management roles with Ernst & Young, KPMG and Shandwick plc, as well as several years in international consulting. He is a Fellow of the Institute of Chartered Accountants in England and Wales. The remaining Directors unanimously recommend that he be re-elected as a Director of the Company.RESOLUTION 8Re-election of Glenn YoungkinIn accordance with the Articles of Association, Glenn Youngkin, who wasappointed to the Board on 11 November 2002, retires by rotation and offershimself for re-election. Glenn is a Managing Director of The Carlyle Group andis head of the Global Industrial Team. Prior to joining The Carlyle Group in 1995, Glenn was a management consultant with McKinsey & Co. Prior to joining McKinsey, he was with Credit Suisse First Boston, where he structured and executed both merger and acquisition transactions and capital market financings.Glenn is an engineering graduate of Rice University and received his MBA from Harvard Business School where he was a Baker Scholar. He currently serves on theboards of directors of Kuhlman Electric Corporation, Forgings International Holdings Limited (Firth Rixson), Dr Pepper Seven-Up Bottling Group Inc., Britax Childcare Holdings Limited and RIVR Acquisitions BV (Petroplus). The remainingDirectors unanimously recommend that he be re-elected as a Director of the Company.RESOLUTIONS 9 & 10Reappointment of Auditors and fixing their remunerationThe Company is required to appoint auditors, at each general meeting at whichaccounts are laid, to hold office until the end of the next such meeting. Theseresolutions, which are recommended by the Audit Committee, propose there-appointment of the Company's existing auditors, KPMG Audit Plc, and followbest practice in giving authority to the Audit Committee to determine theirremuneration.RESOLUTION 11Political DonationsIt is QinetiQ policy not to make donations to political parties. However, thelaw regulating donations changed in 2000 and as a result, payments andactivities which would not previously have been regulated may now be prohibitedunless they have shareholder approval. The meaning and implications of thislegislation remains unclear, but could extend to routine activities undertakenby the Company in the ordinary course of business that are not 'political' or'party political' in any common sense meaning of those terms. To avoidinadvertent infringement of this law, the Board is seeking shareholders'approval for the Company and its wholly-owned subsidiary, QinetiQ Limited, toeach make 'Donations' to 'EU Political Organisations' of up to £100,000 andincur 'EU Political Expenditure' of up to £100,000 (each as widely defined bythis law), until the date of the 2007 Annual General Meeting.RESOLUTION 12Amendment to the ArticlesThis resolution corrects a typographical error in the Articles of Associationadopted on 24 January 2006.RESOLUTION 13Share PurchaseThis resolution gives the Company the authority to purchase its own ordinaryshares up to a maximum of 65,056,502 ordinary shares until the Annual GeneralMeeting in 2007. This represents '10%' of the ordinary shares in issue as at 31March 2006 and the Company's exercise of this authority is subject to themaximum and minimum prices specified in the resolution. The Directors have nopresent intention of exercising this authority. The authority will be exercisedonly if the Directors believe that it will be in the best interests of theCompany to purchase ordinary shares to satisfy the Directors otherwise believethat this will improve earnings per share. The current expectation is that anyshares purchased under this authority would either be used to satisfy awards orthe exercise of options under employee share schemes or would be held astreasury shares, but the Company would retain the flexibility to cancel any suchshares or sell them for cash if it considers this to be in its best interests.As at 7 June 2006 there were options outstanding over 21,969,230ordinary shares, representing 3.38% of the Company's issued share capital(excluding treasury shares). If this authority is exercised in full, theseoptions would represent 3.75% of the Company's then issued share capital(excluding treasury shares).IMPORTANT NOTES TO SHAREHOLDERSThe following notes explain your general rights as a shareholder and your rightto attend and vote at this Meeting or to appoint someone else to vote on yourbehalf.1. The Company, pursuant to Regulation 41 of the Uncertificated SecuritiesRegulation 2001, specifies that only those shareholders on the register ofmembers at 6.00 pm on 26 July 2006 are entitled to attend and vote at theMeeting in respect of the number of shares registered in their name at that timeor, if the Meeting is adjourned, as at 48 hours before the time fixed for theadjourned Meeting (as the case may be). In each case, changes to the register ofmembers after that time shall be disregarded in determining the rights of anyperson to attend or vote at the Meeting.2. A shareholder entitled to attend and vote at the Meeting is entitled toappoint one or more proxies to attend, and on a poll, vote instead of him orher. A proxy need not be a shareholder. Appointing a proxywill not prevent a shareholder from attending in person and voting at theMeeting.3. You may register your proxy appointment and voting directions electronicallyby visiting www.sharevote.co.uk website, where full details of the procedure aregiven. If you return more than one proxy appointment, either by paper orelectronic communication, that received last by the registrar before the latesttime for receipt of proxies will take precedence. You are advised to read theterms and conditions of use carefully. Electronic communication facilities areopen to all shareholders and those who use them will not be disadvantaged.4. The appointment of a proxy, and the original or duly certified copy of thepower of attorney or other authority (if any) under which it is signed orauthenticated, should be deposited with the Company's registrar, by eithermailing it or them to the address shown on the proxy form or via the sharevotewebsite, not later than (a) 11.00 am on 26 July 2006, or 48 hours before thetime for holding any adjourned Meeting or (in the case of a poll not taken onthe same day as the Meeting or adjourned Meeting) for the taking of the poll atwhich it is to be used, or (b) lodged using Crest proxy votingservice - see note 8 below.5. The following documents are available for inspection during normal businesshours at the registered office of the Company on any business day and may alsobe inspected at The Queen Elizabeth II Conference Centre from 10.00 am on 28July 2006 until the conclusion of the Meeting:(a) Copies of the Directors' Service Contracts with the Company;(b) Copies of the Non-executive Directors' letters of appointment;(c) The register of interests of the Directors in the share capital ofthe Company;(d) Copy of the Company's Memorandum and Articles of Association;(e) The Rules of the QinetiQ SIP.6. As soon as practicable following the Annual General Meeting, the results ofthe voting at the Meeting and the numbers of proxy votes cast in respect of eachof the resolutions will be announced via a Regulatory Information Service andalso placed on the Company's website www.QinetiQ.com.7. If you have sold or transferred all your shares, this Notice and theaccompanying proxy form should be passed to the person through whom the sale ortransfer was made for the transmission to the purchaser or transferee.8. CREST members who wish to appoint a proxy or proxies through the CRESTelectronic proxy appointment service may do so for the Annual General Meeting tobe held on 28 July 2006 and any adjournment(s) thereof by using the proceduresdescribed in the CREST Manual. CREST Personal Members or other CREST sponsoredmembers, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who willbe able to take the appropriate action on their behalf. In order for a proxyappointment or instruction made using the CREST service to be valid, theappropriate CREST message (a 'CREST Proxy Instruction') must be properlyauthenticated in accordance with CRESTCo's specifications and must contain theinformation requiredfor such instructions, as described in the CREST Manual. The message, regardlessof whether it constitutes the appointment of a proxy or an amendment to theinstruction given to a previously appointed proxy must, in order to be valid, betransmitted so as to be received by the issuer's agent (ID 7RA01) by the latesttime(s) for receipt ofproxy appointments specified in the Notice of Meeting. For this purpose, thetime of receipt will be taken to be the time (as determined by the timestampapplied to the message by the CREST Applications Host) from which the issuer'sagent is able to retrieve the message by enquiry to CREST in the mannerprescribed by CREST. After this time any change of instructions to proxiesappointed through CREST should be communicated to the appointee through othermeans.CREST members and, where applicable, their CREST sponsors or voting serviceproviders should note that CRESTCo does not make available special procedures inCREST for any particular messages. Normal system timings and limitations willtherefore apply in relation to the input of CREST Proxy Instructions. It is theresponsibility of the CRESTmember concerned to take (or, if the CREST member is a CREST personal member orsponsored member or has appointed a voting service provider(s), to procure thathis CREST sponsor or voting service provider(s) take(s)) such action as shall benecessary to ensure that a message is transmitted by means of the CREST systemby any particular time. In this connection, CREST members and, where applicable,their CREST sponsors or voting service providers arereferred, in particular, to those sections of the CREST Manual concerningpractical limitations of the CREST system and timings. The Company may treat asinvalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. All messages relatingto the appointment of a proxy or an instructionto a previously-appointed proxy, which are to be transmitted through Crest, mustbe received by Lloyds TSB Registrars (ID 7RA01 ) no later than 11.00 am onWednesday 26 July 2006, or if the Meeting is adjourned, 48 hours prior to theday fixed for the adjourned Meeting.9. EXCLUDED ITEMSCertain items will not be permitted in the Annual General Meeting. These includebags, cameras, recording equipment, items of any nature with potential to causedisorder and such other items as the Chairman or designated officers of theMeeting may specify. Would you like to help QinetiQ help the Environment? Youcan do this by electing to receive future Company communications by email ratherthan in paper form. Simply visit the Shareholders page on the QinetiQ website atwww.QinetiQ.com- By making this election you are helping us reduce print, paper and postagecosts and the associated environmental impact.- You will be able to view the Report and Accounts the day they are published.- You will also be able to access your individual shareholding quickly.Bank Dividend MandateIf resolution 3 is carried and you would like your dividend paid directly intoyour bank account, please complete the enclosed Dividend Mandate form, or visitthe QinetiQ Website at www.QinetiQ.comATTENDING THE AGMThe AGM will be held at the The Queen Elizabeth II Conference Centre, BroadSanctuary, London, on Friday 28 July at 11.00 am.Timetable09.30 am Doors open. Registration, please bring your admission card and registerat the Registration Desks.09.45 am Refreshments will be served.10.45 am Take seats in the auditorium.11.00 am The Annual General Meeting will begin. 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