Serco Group PLC

Declaration of Voting Results & Voting Rights Announcements • May 9, 2019

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RNS Number : 5536Y

Serco Group PLC

09 May 2019

Serco Group plc

Legal Entity Identifier: 549300PT2CIHYN5GWJ21

Result of Annual General Meeting

Serco Group plc (the 'Company') announces that at its Annual General Meeting ('AGM') held earlier today, all resolutions as set out in the notice of Annual General Meeting (the 'Resolutions') were duly passed. The full text of each Resolution is contained in the 2019 Notice of Annual General Meeting, which is available on the Company's website, www.serco.com.

The table below shows the votes received for and against the Resolutions, representing a total of 70.63 per cent of the 1,112,164,237 Ordinary Shares of 2 pence each in issue as at the time of the meeting.

Resolution		Total votes For1	%2	Total votes against	%2	Total votes cast	Votes withheld3
1	To receive the Annual Report and Accounts	784,774,484	99.99	35,768	0.01	784,810,252	695,176
2	To approve the Directors' Remuneration Report	693,239,302	88.26	92,246,541	11.74	785,485,843	19,584
3	To elect Eric Born as a Director	785,155,452	99.96	307,462	0.04	785,462,914	41,518
4	To re-elect Sir Roy Gardner as a Director	762,396,089	97.06	23,072,040	2.94	785,468,129	37,299
5	To re-elect Rupert Soames as a Director	784,803,792	99.92	664,498	0.08	785,468,290	37,138
6	To re-elect Angus Cockburn as a Director	784,513,510	99.88	959,097	0.12	785,472,607	32,821
7	To re-elect Kirsty Bashforth as a Director	784,800,745	99.91	668,569	0.09	785,469,314	35,118
8	To re-elect Ian El-Mokadem as a Director	784,793,538	99.91	671,972	0.09	785,465,510	39,918
9	To re-elect Rachel Lomax as a Director	784,808,802	99.92	659,976	0.08	785,468,778	36,650
10	To elect Lynne Peacock as a Director	742,966,952	94.59	42,498,557	5.41	785,465,509	39,918
11	To re-elect John Rishton as a Director	783,537,414	99.76	1,921,958	0.24	785,459,372	46,056
12	To re-appoint KPMG LLP as auditor of the Company	785,325,828	99.98	141,910	0.02	785,467,738	37,690
13	To authorise the Audit Committee to determine auditor's remuneration	785,365,133	99.99	102,505	0.01	785,467,638	37,790
14	To authorise Directors to Allot Shares	779,109,550	99.19	6,354,170	0.81	785,463,720	41,708
15	To disapply statutory pre-emption rights relating to shares allotted in Resolution 14*	785,251,036	99.97	203,279	0.03	785,454,315	51,113
16	To disapply pre-emption rights in connection with an acquisition or specified capital investment*	736,867,793	93.81	48,584,808	6.19	785,452,601	52,826
17	To authorise the Company to purchase its own shares*	741,636,680	94.46	43,515,309	5.54	785,151,989	353,438
18	To authorise political donations	645,724,326	82.22	139,665,018	17.78	785,389,344	116,083
19	To enable a meeting other than an AGM to be held on not less than 14 clear days notice*	755,003,287	96.12	30,486,768	3.88	785,490,055	15,373
20	To adopt the rules of the 2019 Long-Term Incentive Plan	730,134,960	92.96	55,327,956	7.04	785,462,916	42,511

*indicates a special resolution

1. Any proxy appointments which gave discretion to the Chairman have been included in the "For" total.

2. Percentages are rounded to two decimal places.

3. A "vote withheld" is not a vote in law and is therefore not counted towards the proportion of votes "For" or "Against" the resolution.

The voting figures will be displayed shortly on the Company's website at www.serco.com. A copy of the special business resolutions will shortly be available for inspection on the National Storage Mechanism at www.morningstar.co.uk/uk/NSM.

David Eveleigh

Group General Counsel and Company Secretary

9 May 2019

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