AGM Information • Mar 21, 2022
AGM Information
Open in ViewerOpens in native device viewer
Serco Group plc Notice of Annual General Meeting 28 April 2022
If you are in any doubt about the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000.
If you have recently sold or transferred all of your shares in Serco Group plc, you should forward this document and the accompanying form of proxy to your bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
| Contents | |
|---|---|
| Summary and explanation of the resolutions Directors' biographies |
3 6 |
| Notes | 11 |
I am pleased to invite you to attend Serco Group plc's Annual General Meeting ("AGM") to be held at 11.00am on Thursday 28 April 2022 at the Company's office at Enterprise House, 11 Bartley Wood Business Park, Bartley Way, Hook, Hampshire RG27 9XB.
The formal notice of AGM is set out on pages 8 to 10 of this document and an explanation of the business to be considered is on pages 3 to 5.
Your Board believes that the proposals described in this document are in the best interests of Serco Group plc and its shareholders as a whole and unanimously recommend that you vote in favour of all of the resolutions, as the Directors intend to do in respect of their own holdings.
The Board welcomes the opportunity the AGM provides to explain the Company's performance and strategy and to engage directly with shareholders. Downloads and a recording of the webcast from our 2021 Capital Markets Event and an investor presentation in relation to the 2021 Full Year Results are available on the Company's website at www.serco.com and I would encourage you to look at these in advance of the AGM.
As at the date of this Notice, there are no UK Government restrictions related to the Covid-19 pandemic in place. Although this is not anticipated to change, you are encouraged to monitor our website and also announcements via the Regulatory News Service in the event that alternative arrangements for the AGM need to be made. I strongly recommend that all shareholders complete the proxy form sent to you with this notice and return it to our registrars to arrive no later than 11.00am on Tuesday 26 April 2022, appointing the Chair of the meeting as their proxy. This will ensure that your vote will be counted if attendance at the meeting is restricted or you are unable to attend in person for whatever reason.
As in previous years and in accordance with best practice, all resolutions proposed at the meeting will be voted by means of a poll, rather than on a show of hands.
On behalf of the Board, I would like to thank you for your continued support for the Company and look forward to meeting you at the AGM.
Yours sincerely
John Rishton Chairman 21 March 2022
Serco Group plc Serco House, 16 Bartley Wood Business Park, Bartley Way, Hook, Hampshire, RG27 9UY United Kingdom
The Board will present the Annual Report and Accounts for the year ended 31 December 2021.
The Directors' Remuneration Report is set out on pages 139 to 170 in the Annual Report and Accounts and gives details of the Directors' remuneration for the year ended 31 December 2021. Shareholders will be asked to approve the Directors' Remuneration Report (save for the Directors' Remuneration Policy set out on pages 163 to 167 of the Directors' Remuneration Report). This is an advisory vote and the Directors' entitlement to remuneration is not conditional upon passing the resolution.
The Directors' remuneration policy was approved by shareholders at the AGM of the Company held on 21 April 2021 for a period of up to three years and is, therefore, not required to be put to shareholders for approval at this year's AGM. It will be put to shareholders for approval again by no later than the AGM in 2024. A summary of the Directors' Remuneration Policy can be found on pages 163 to 167 of the 2021 Annual Report. The full policy can be found in the 2020 Annual Report which is available on the Company's website.
The Company's external auditor, KPMG LLP has audited those parts of the Directors' Remuneration Report that are required to be audited and their report can be found on pages 180 to 190 of the Annual Report and Accounts. The Directors' Remuneration Report has been approved by the Board and signed on its behalf by the Group General Counsel and Company Secretary.
The Board is recommending a final dividend for the financial year ended 31 December 2021 of 1.61 pence per ordinary share. If approved by shareholders at the AGM, the final dividend will be paid on 7 June 2022 to shareholders on the register of members of the Company at 6.00pm on 13 May 2022.
Nigel Crossley and Kru Desai, who were appointed as Directors since the previous annual general meeting, will retire in accordance with the Articles of Association and offer themselves for election.
In accordance with the requirements of the UK Corporate Governance Code, all other Directors will retire and offer themselves for re-election.
Following an external performance evaluation conducted during the year and having considered the performance of and contribution made by each of the Directors, the Board believes that all Directors continue to be effective and to demonstrate commitment to their roles and that their respective skills complement each other to enhance the overall operation of the Board.
The Board has also considered whether the Independent Non-Executive Directors are free from relationships which could materially interfere with the exercise of their independent judgement and has concluded that each of them continues to be independent.
Directors' biographies, including an explanation of why each Director's contribution continues to be important to the Company's long-term sustainable success, can be found on pages 7 and 8 and in the Annual Report.
The appointment of KPMG LLP as auditor of the Company terminates at the conclusion of the AGM. The auditor has advised of its willingness to stand for reappointment as auditor of the Company until the conclusion of the annual general meeting in 2023. The Board, on the recommendation of the Audit Committee, proposes that KPMG LLP should be re-appointed and that the Audit Committee is authorised to agree its remuneration.
Resolution 15 seeks shareholder approval to renew the Directors' authority to allot shares.
The Investment Association guidelines on directors' authority to allot shares state that its members will permit, and treat as routine, resolutions seeking authority to allot shares representing up to two thirds of the Company's issued share capital. The guidelines provide that the extra routine authority (that is, the authority to allot shares representing the additional one third of the Company's issued share capital) should only be used to allot shares pursuant to a fully pre emptive rights issue.
In accordance with these guidelines, the Board seeks the shareholders' authority to allot shares in the capital of the Company up to a maximum nominal amount of £16,240,117, representing approximately two thirds of the Company's issued ordinary share capital as at 7 March 2022 (the latest practicable date prior to publication of this notice). Of this amount, £8,120,058 (representing approximately one third of the Company's issued ordinary share capital) can only be allotted pursuant to a rights issue.
It is the Company's policy to seek renewal of these authorities annually and the authorities sought under paragraphs (i) and (ii) of this resolution will expire at the end of the Company's next annual general meeting or, if earlier, 6.00pm on 30 June 2023.
The Directors have no present intention to exercise this authority. However, the Directors consider it appropriate to maintain the flexibility that this authority provides to respond to market developments and to enable allotments to take place to finance business opportunities as they arise.new para
As at 7 March 2022 (the latest practicable date prior to the publication of this notice) the Company did not hold any shares in treasury.
If the Directors wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme), the pre-emption rights provisions of the Companies Act 2006 require that these shares are offered first to the shareholders, in proportion to their existing holdings.
If the authority to allot shares is granted to the Directors under resolution 15, resolutions 16 and 17 will give the Directors authority to allot shares for cash in certain circumstances without complying with such pre-emption rights.
Apart from issues of ordinary shares pursuant to the terms of the Company's employee share and incentive schemes, the Directors have no present intention of utilising these authorities to undertake a rights issue or to allot new shares.
The Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities without making a pre-emptive offer to existing shareholders. This cannot be done under the Companies Act 2006 unless the shareholders have first waived their pre-emption rights. The purpose of resolutions 16 and 17, which are each proposed as special resolutions, is to enable shareholders to waive their pre-emption rights.
Resolution 16 authorises the Directors to allot new shares, pursuant to the authority given by resolution 15, or to sell treasury shares for cash:
in each case without the shares first being offered to shareholders in proportion to their existing holdings.
Resolution 17 additionally authorises the Directors to allot new shares (or sell treasury shares) for cash, without the shares first being offered to existing shareholders in proportion to their existing holdings, in connection with the financing (or refinancing, if the authority is to be used within six months after the original transaction) of an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.
The authority under resolution 17 is limited to a nominal value of £1,218,008, equivalent to approximately 5% of the nominal value of the ordinary share capital of the Company in issue on 7 March 2022.
The Directors intend to adhere to the provisions in the Pre-Emption Group's Statement of Principles, published in 2015, and not to allot shares for cash on a non pre-emptive basis either in excess of an amount equal to 5% of the total issued ordinary share capital of the Company (excluding treasury shares) or in excess of an amount equal to 7.5% of the total issued ordinary share capital of the Company (excluding treasury shares) within a rolling three-year period, without prior consultation with shareholders. Adherence to the Pre-Emption Group's Statement of Principles would not preclude issuances under the authority sought under resolution 17.
Resolutions 16 and 17 comply with the Investment Association's share capital management guidelines and follow the resolution templates issued by the Pre-Emption Group in May 2016.
If the resolutions are passed, the authorities will expire at the end of the Company's next annual general meeting or, if earlier, 6.00pm on 30 June 2023.
On 24 February 2022 the Company announced its intention to commence a programme to repurchase its own shares up to a value of £90 million. The first tranche of the buy back commenced on 8 March 2022 with a programme to purchase shares with a value of up to £40 million to be completed by 16 August 2022. The second tranche of the buy back, with a value of up to £50 million, is expected to commence following completion of the first tranche. It is intended that any shares repurchased under the programme will be transferred into treasury and subsequently cancelled.
Authority is now sought to make market purchases of the Company's own shares for up to 121,800,878 shares which is equivalent to approximately 10% of the ordinary issued share capital of the Company (excluding treasury shares) as at 7 March 2022 (being the latest practicable date prior to publication of this notice), until the earlier of the conclusion of the annual general meeting in 2023 or 6.00pm on 30 June 2023, continuing the authority granted by the shareholders at previous annual general meetings.
Resolution 18, proposed as a special resolution, specifies the maximum number of shares that may be purchased and the minimum and maximum prices at which they may be bought. The Board will have regard to investor group guidelines which may be in force at the time of any such purchase, holding or re-sale of shares held in treasury. The Directors would use the share purchase authority with discretion and purchases would only be made from funds not required for other purposes and in light of the market conditions prevailing at the time.
Pursuant to the Companies Act 2006, a company may hold any of its own shares that it has purchased as treasury shares with a view to possible resale at a future date, rather than cancelling them, or use them for the purposes of its employee share schemes. The Directors would be entitled to hold those shares in treasury provided that the number of shares held in treasury at any one time does not exceed 10% of the nominal value of the Company's issued share capital. No dividends are paid on, and no voting rights are allocated to, any shares held in treasury.
The Board believes that the authority will provide the Company with additional flexibility in the management of its capital base, enabling it to resell treasury shares in the future or use them to satisfy awards under the Company's various share and incentive schemes and, accordingly, the Directors will consider further market purchases in addition to those planned under the current programme provided they are considered to be in the best interests of shareholders generally.
On 7 March 2022, the latest practicable date prior to publication of this notice, there were options outstanding to subscribe for 9,259,783 ordinary shares, representing approximately 0.76% of the Company's issued ordinary share capital as at 7 March 2022. If the balance of the existing authority given on 21 April 2021 and the authority being sought under Resolution 18 were to be fully used, that percentage would increase to approximately 0.94% of the Company's ordinary issued share capital (excluding treasury shares). The Company has no warrants in issue in relation to its shares.
This resolution seeks authority from shareholders to make donations to political parties, other political organisations or independent election candidates. Although the Company's policy of not giving any cash contributions to, or incurring any expenditure on behalf of, any political party will continue, the Directors consider that it is in the best interests of shareholders for the Company to participate in public debate and opinionforming on matters which affect the Company's business.
This resolution enables the Company (and any company which is or becomes its subsidiary during the period in which this resolution has effect) to incur expenditure of up to a maximum aggregate amount of £100,000 for the Group as a whole, in respect of each of the headings identified (including any such expenditure by a subsidiary company) without unintentionally breaching the provisions of the Companies Act 2006, which defines political organisations and political donations in a broad manner. This resolution does not purport to authorise any particular donation or expenditure but is expressed in general terms as required by the Companies Act 2006 and is intended to authorise normal donations and expenditure. The authority sought will, if granted, last until the conclusion of the 2023 annual general meeting of the Company (or, if earlier, 6.00pm on 30 June 2023) when the Directors currently intend to seek renewal of this authority.
This resolution, proposed as a special resolution, seeks shareholder approval to call general meetings (other than annual general meetings) on 14 clear days' notice and it is equivalent to the authority granted to the Directors at last year's annual general meeting.
The minimum notice period permitted by the Companies Act 2006 for general meetings (other than annual general meetings) is 21 clear days' notice. However, the Companies Act 2006 allows companies to approve a shorter notice period of at least 14 clear days (other than for annual general meetings). Annual general meetings will continue to be held on at least 21 clear days' notice. Shareholders approved this resolution at last year's annual general meeting and in order to preserve this ability, this resolution seeks such approval again. The approval will again be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed. The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole.
In order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting.
John Rishton Chairman
Appointed to the Board September 2016 (Chairman since April 2021)
John Rishton has over 40 years' business experience gained in a variety of companies, industries and roles, including nearly 14 years as a chief executive or chief financial officer.
He has a BA in Economics from Nottingham University and is a Fellow of the Chartered Institute of Management Accountants.
Chief Executive of Rolls-Royce Group plc, Chief Executive and President of the Dutch international retailer, Royal Ahold NV (and prior to that, its Chief Financial Officer) and Chief Financial Officer of British Airways plc. Non-Executive Director of Associated British Ports, Allied Domecq and ICA Gruppen AB.
Non-Executive Director and Chair of the Audit Committee of Unilever plc (until the 2022 Annual General Meeting).
Chair of Informa plc.
Non-Executive Director of Majid al Futtaim Properties LLC.
Rupert Soames OBE Group Chief Executive Officer
Appointed to the Board May 2014
Rupert Soames is an experienced chief executive officer having held the role for nearly 20 years in other companies before joining Serco as Chief Executive in 2014.
He studied Politics, Philosophy and Economics at Oxford University, where he is now a visiting fellow, and was President of the Oxford Union.
Chief Executive of Aggreko plc and the Banking and Securities Division of Misys plc.
Senior Independent Director and a member of the Remuneration, Nomination and Audit Committees of Electrocomponents plc.
Non-Executive Director and a member of the Audit, Nomination and Remuneration Committees of DS Smith Plc.
Nigel Crossley Group Chief Financial Officer
Appointed to the Board April 2021
Nigel Crossley is an experienced chief financial officer with over 30 years' experience in finance roles in international organisations. He has worked for Serco since 2014.
He has a BSc in mathematics from Hull University.
Director of Finance and transformation EMI, Group financial controller RHM plc and various finance roles at Procter & Gamble.
commitments None.
Senior Independent Non-Executive Director
Appointed to the Board July 2017
Lynne Peacock has over 30 years' senior management experience in a range of roles including brand development, mergers and acquisitions, change management and business transformation.
She has a BA (Hons) in Business Studies.
Non-Executive Chair of Standard Life Assurance Limited and Non-Executive Director and a member of the Nomination and Governance Committee and Audit Committee of Standard Life Aberdeen plc.
Non-Executive Director and Chair of the Audit Committee of Scottish Water.
Senior Independent Director, Chair of the Remuneration Committee and member of the Audit, Risk and Nomination Committees of Nationwide Building Society.
Non-Executive Director and a member of the Audit and Risk, Nominations and Remuneration Committees of Jardine Lloyd Thompson Group plc.
Chief Executive of Woolwich plc and National Australia Bank Limited's UK businesses.
Non-Executive Director and Chair of the Remuneration Committee of Royal Mail plc.
Senior Independent Director and Chair of the Remuneration Committee of TSB Bank plc.
Chair of the charity, Learning Disability Network London.
Independent Non-Executive Director
Designated Director with responsibility for climate change
Appointed to the Board September 2017
Kirsty Bashforth is an experienced executive and board member within the construction, services, consumer goods, health and education industries, with expertise in change management, safety and risk management, organisational culture and leadership.
She has an MA in Economics from the University of Cambridge and is the author of "Culture Shift – a practical guide to managing organizational culture".
Non-Executive Director, Chair of the Safety, Health and Environment Committee and a member of the Nomination, Remuneration, Risk Management and Audit Committees of Kier Group plc.
Non-Executive Director and Chair of the Remuneration Committee of Diaverum AB.
Chief Executive Officer of QuayFiveLimited.
Group Head of Organisational Effectiveness at bp plc and other global roles.
Non-Executive Director, Chair of the Remuneration & People Committee and a member of the Audit & Risk and Reputation & Ethics Committees of GEMS Education.
Governor of Leeds Beckett University and Ashville College.
commitments Chief Business Officer of Diaverum AB.
Non-Executive Director, Chair of the Remuneration Committee and a member of the Nomination and ESG Committees of PZ Cussons plc.
Director
Remuneration Committee
Independent Non-Executive Director
Appointed to the Board October 2021
Kru Desai has over 30 years' experience of working with the public and private sector in leading transformation of public services in the UK and internationally. She has held general management and board leadership roles in sales and operational delivery.
She has an MSc in Politics and Administration from Birkbeck College, University of London and an Executive MBA from the University of Bristol.
Partner, KPMG LLP (UK).
Non-Executive Director and Chair of the Remuneration Committee of KPMG LLP (UK).
Executive Director and Member of the Group Management Board of Mouchel Group plc.
Executive Director and Member of Management Board of Hedra PLC.
Managing Director of Atos (UK).
commitments Chair of the Zinc Network.
Vice Chair and Chair of the Audit and Risk Committee at City, University of London.
Independent Non-Executive Director of Buro Happold limited.
Independent Commissioner of the Geospatial Commission.
Independent Non-Executive
Appointed to the Board July 2017
Ian El-Mokadem is an experienced chief executive officer with international experience in business transformation and in acquisitions and disposals.
He has a BSc (Hons) in Economics and Statistics from University College London and an MBA from INSEAD.
Chief Executive Officer of V. Group and Exova Group plc, Group Managing Director, UK & Ireland of Compass Group plc and senior management positions with Centrica plc and the global management consultancy, Accenture.
Chief Executive Officer of RWS Holdings plc.
Director of Roegate Consulting Limited.
commitments
Senior Independent Director of Arco Limited.
Director of An African Canvas (UK) Limited.
Chair of the management committee of the Cordwainers Livery Company.
Trustee of Gambia School Support.
Independent Non-Executive
Designated Non-Executive Director for Employee Voice
Appointed to the Board
experience of government and economic policy, having held senior roles in several
She has a MA in Economics from Cambridge University and an MSc in Economics from
Permanent Secretary for the Department for Digital, Culture, Media and Sport, Civil Service LGB&T (straight ally) Champion and overall Diversity and Inclusion Champion, chair of the Charity for Civil Servants and senior posts in the Department for Work and Pensions, Department for International Development, Foreign Office and HM Treasury.
Chair of the Royal Ballet Governors.
Specialist partner at Flint-Global.
Non-Executive Director of Pantheon International plc.
Non-Executive Director of Pool Reinsurance Company Limited and Pool Reinsurance (Nuclear) Limited.
Non-Executive Director of Methera-Global Communications.
Trustee of Opera Holland Park.
Trustee of The Windsor Leadership Trust.
Supervisory Board of DAF NV.
Tim Lodge
Director
Independent Non-Executive
Appointed to the Board
Tim Lodge is a fellow of the Chartered Institute of Management Accountants and has a strong finance and accounting background with over 30 years' experience in financial roles within international organisations, some eight of which as chief financial officer. He has considerable experience in leading significant strategic and operational transformation and driving commercial
He has an MA in Classics from the University of Cambridge.
Previous roles
performance.
Chief Financial Officer at Tate & Lyle PLC and COFCO International and a Non-Executive Director and Chair of the Audit Committee of Aryzta AG.
Non-Executive Director and Chair of the Audit Committee of SSP Group plc.
Director
August 2020
Dame Sue has significant government departments.
Cardiff University.
Notice is hereby given that the 2022 Annual General Meeting ("AGM") of Serco Group plc ("Serco" or the "Company") will be held at the Company's offices at Enterprise House, 11 Bartley Wood Business Park, Bartley Way, Hook, Hampshire RG27 9XB on Thursday 28 April 2022 at 11.00am to consider and, if thought fit, pass the resolutions detailed below. Resolutions 1 to 15 and 19 are proposed as ordinary resolutions and resolutions 16 to 18 and 20 as special resolutions:
such authorities to apply after this resolution is passed in substitution for all existing authorities pursuant to Section 551 of the Companies Act 2006 and to expire at the conclusion of the Company's next annual general meeting or 6.00pm on 30 June 2023, whichever is the earlier, unless previously renewed, varied or revoked by the Company in a general meeting but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority expires and the Directors may allot shares or grant such rights under any such offer or agreement as if the authority had not expired. References in this resolution 15 to the nominal amount of rights to subscribe for or to convert any security into shares (including where such rights are referred to as equity securities as defined in Section 560(1) of the Companies Act 2006) are to the nominal amount of shares that may be allotted pursuant to the rights.
For the purposes of this resolution, "rights issue" means an offer to:
to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases to such limits or restrictions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.
(a) to the allotment of equity securities and/or sale of treasury shares for cash in connection with an offer of, or an invitation to apply for, equity securities (but in the case of an allotment pursuant to the authority granted by paragraph (ii) of resolution 15, such authority shall be limited to the allotment of equity securities in connection with an offer by way of a rights issue only):
(i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
(b) to the allotment of equity securities pursuant to the authority granted by paragraph (i) of resolution 15 and/or sale of treasury shares for cash (in each case otherwise than in the circumstances set out in paragraph (a) of this resolution 16) up to a nominal amount of £1,218,008 calculated, in the case of equity securities which are rights to subscribe for, or to convert securities into, ordinary shares by reference to the aggregate nominal amount of relevant shares which may be allotted pursuant to such rights,
such authority to apply until the end of the Company's next annual general meeting after this resolution is passed (or, if earlier, until 6.00pm on 30 June 2023) unless previously renewed, varied or revoked by the Company in general meeting but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the authority expires and the Directors may allot equity securities and/or sell treasury shares under any such offer or agreement as if the authority had not expired.
For the purpose of this resolution 16, "rights issue" has the same meaning as in resolution 15 above.
(ii) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre Emption Rights most recently published by the Pre Emption Group prior to the date of this notice,
such authority to apply until the end of the Company's next annual general meeting (or, if earlier, 6.00pm on 30 June 2023) unless previously renewed, varied or revoked by the Company in general meeting but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require equity securities to be allotted or rights to subscribe for or to convert any security into shares to be granted (and/ or treasury shares to be sold) after the authority expires and the Directors may allot equity securities or grant such rights (and/or sell treasury shares) under any such offer or agreement as if the authority conferred hereby had not expired.
provided that the total aggregate amount of political donations and political expenditure pursuant to this authority shall not exceed £100,000 for the Group as a whole, and the amount authorised under each of paragraphs (a) to (c) shall be limited to such amount.
All existing authorisations and approvals relating to political donations or political expenditure under Part 14 of the Companies Act 2006 are hereby revoked without prejudice to any donation made or expenditure incurred prior to the date hereof pursuant to such authorisation or approval.
For the purposes of this resolution, the terms 'political donation', 'political parties', 'political organisation' and 'political expenditure' have the meanings given by sections 363 to 365 of the Companies Act 2006.
By order of the Board
David Eveleigh Group General Counsel and Company Secretary
21 March 2022
Serco Group plc Serco House 16 Bartley Wood Business Park Bartley Way Hook Hampshire RG27 9UY
Registered in England and Wales
Company number 02048608
The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.
Under section 338 and section 338A of the Companies Act 2006, members meeting the threshold requirements in those sections have the right to require the Company (i) to give, to members of the Company entitled to receive notice of the meeting, notice of a resolution which may properly be moved and is intended to be moved at the meeting and/or (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment of the Company's constitution or otherwise), (b) it is defamatory of any person, or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than the date six clear weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.
The same documents will also be available for inspection at the AGM venue, 15 minutes before the commencement of the AGM on Thursday 28 April 2022 and until the closure of the meeting.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.