26th Jul 2007 16:54
QinetiQ Group plc26 July 2007 QinetiQ Group plc26 July 2007 QINETIQ GROUP PLC - Results of AGM held on 26 July 2007 Results of Poll All resolutions were passed. RESOLUTION Votes For % Votes Votes % Votes Total Votes Number Votes For Against Against Cast Withheld1. Report andAccounts 467,751,774 99.91 402,261 0.09 468,154,035 21,760 2.RemunerationReport 466,570,973 99.91 419,819 0.09 466,990,792 1,185,003 3. Declarationof Dividend 468,127,255 99.99 24,647 0.01 468,151,902 23,893 4. Re-electionof ColinBalmer 467,591,570 99.94 280,224 0.06 467,871,794 304,001 5. Re-electionof Sir JohnChisholm 459,363,870 99.76 1,113,006 0.24 460,476,876 7,698,919 6. Re-electionof NoreenDoyle 464,041,176 99.13 4,069,052 0.87 468,110,228 65,567 7. Re-electionof Dr PeterFellner 463,873,979 99.10 4,234,551 0.90 468,108,530 67,265 8. Re-electionof Sir DavidLees 463,981,472 99.12 4,126,290 0.88 468,107,762 68,033 9. Re-electionof GrahamLove 467,672,023 99.91 436,945 0.09 468,108,968 66,827 10.Re-election ofNick Luff 467,943,373 99.96 168,202 0.04 468,111,575 64,220 11.Re-election ofGeorge Tenet 467,856,738 99.95 248,551 0.05 468,105,289 70,506 12.Re-election ofDoug Webb 467,884,643 99.95 224,306 0.05 468,108,949 66,846 13.Re-appointmentof Auditors 466,224,254 99.78 1,049,917 0.22 467,274,171 901,624 14. Auditors'remuneration 467,383,804 99.84 746,419 0.16 468,130,223 45,572 15. Politicaldonations 465,940,835 99.54 2,160,012 0.46 468,100,847 74,948 16.PerformanceShare Plan 465,928,232 99.71 1,343,195 0.29 467,271,427 904,368 17. DeferredBonus Plan 465,778,820 99.68 1,473,411 0.32 467,252,231 923,564 18. ArticlesofAssociation* 467,882,066 99.95 228,191 0.05 468,110,257 65,538 19. Authorityto allot newshares* 467,798,590 99.93 318,005 0.07 468,116,595 59,200 20.Disapplicationof pre-emptionrights* 467,752,905 99.93 337,029 0.07 468,089,934 85,861 21. Authorityto purchaseown shares* 467,891,151 99.95 236,227 0.05 468,127,378 48,417 *Special Resolutions Please note that a vote withheld is not a vote in law and is not counted in thecalculation of the proportion of votes "for" or "against" a resolution. The full text of the Special Resolutions passed at the AGM is as follows: Resolution 18 - Adopt new Articles of Association THAT the Company adopts new Articles of Association as set out in the formproduced to the Meeting, and initialled by the Chairman for the purposes ofidentification, in substitution for and to the exclusion of all existingArticles of Association of the Company. Resolution 19 - Authority to allot new shares THAT the Directors be and are hereby generally and unconditionally authorised inaccordance with Section 80 of the Companies Act 1985 to exercise all the powersof the Company to allot relevant securities (as defined in Section 80(2) of thatAct) up to an aggregate nominal amount of £2,322,756 provided that thisauthority shall expire on the date of the AGM to be held in 2008, save that theCompany shall be entitled to make offers or agreements before the expiry of suchauthority which would or might require relevant securities to be allotted aftersuch expiry and the Directors shall be entitled to allot relevant securitiespursuant to any such offer or agreement as if this authority had not expired;and all unexercised authorities previously granted to the Directors to allotrelevant securities be and are hereby revoked. Resolution 20 - Disapplication of pre-emption rights THAT the Directors be and are hereby empowered pursuant to Section 95 of theCompanies Act 1985 to allot equity securities (as defined in Section 94(2) ofthat Act) for cash pursuant to the authority conferred by Resolution 19 above asif Section 89(1) of the Act did not apply to any such allotment, provided thatthis power shall be limited to: a) the allotment of equity securities in connection with a rights issue, openoffer or other offer of securities in favour of the holders of shares on theregister of members at such record dates as the Directors may determine wherethe equity securities respectively attributable to the interests of theshareholders are proportionate (as nearly as may be) to the respective numbersof shares held (or deemed to be held) by them on any such record date, subjectto such exclusions or other arrangements as the Directors may deem necessary orarising under the laws of any overseas territory or the requirements of anyregulatory body or stock exchange or by virtue of shares being represented bydepositary receipts or any other matter whatever; and b) the allotment (otherwise than pursuant to sub-paragraph (a) above) to anyperson or persons of equity securities up to an aggregate nominal amount of£330,135; and shall expire upon the expiry of the general authority conferred byResolution 19 above, save that the Company shall be entitled to make offers oragreements before the expiry of such power which would or might require equitysecurities to be allotted after such expiry and the Directors shall be entitledto allot equity securities pursuant to any such offer or agreement as if thepower conferred hereby had not expired. Resolution 21 - Authority to purchase own shares THAT 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 be acquired is66,027,165; 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 is contracted to be purchased and (ii) the amount stipulated byArticle 5(1) of the EU Buy-back and Stabilisation Regulation (being the higherof the price of the last independent trade and the highest current independentbid for an ordinary share in the Company on the trading venues where the marketpurchases by the Company pursuant to the authority conferred by this Resolution21 will be carried 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. 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