Serco Group PLC

AGM Information • Mar 29, 2011

Serco Group plc Serco House 16 Bartley Wood Business Park Bartley Way Hook Hampshire RG27 9UY United Kingdom

T +44 (0)1256 745900 F +44 (0)1256 744112

www.serco.com

29 March 2011

Dear Shareholder

Annual report and accounts 2010 and 2011 AGM

Please find enclosed the Serco Group plc 2010 Annual Report and Accounts, 2010 Corporate Responsibility Review, and Notice of 2011 Annual General Meeting.

As you may have seen in the press, we have very recently secured the appointment of Angie Risley to our Board as a Non-Executive Director, about which I am delighted. Unfortunately, Angie's appointment was confirmed after the printing of the enclosed Notice of Meeting. Accordingly, set out overleaf is the formal resolution concerning her election as a Non-Executive Director, which is to be proposed at our AGM on 9 May 2011 as an Ordinary Resolution, along with Angie's biographical details. Further information relating to her election under Resolution 18 is also given below.

As with the other Resolutions being proposed at the 2011 Annual General Meeting, your Directors believe that Angie Risley's election under Resolution 18 is in the best interests of the Company and its shareholders as a whole and unanimously recommend shareholders to vote in favour of the resolution as they themselves intend to do in respect of their own shareholdings in the Company. An appropriately structured, independently led process was followed prior to Angie's selection and the Board is confident she will be a valuable and effective addition to its number.

Yours sincerely

Alastair Lyons CBE Chairman

Resolution 18: To elect Angie Risley as a Non-Executive Director (Ordinary Resolution)

Biography

Angie Risley is Group Human Resources Director of Lloyds Banking Group plc; a member of the Lloyds Banking Group Executive Committee, Angie has responsibility for developing group-wide people practices for over 110,000 employees, chairs the Group's Corporate Responsibility Committee, and is also sponsor of the Group's Ethnic Minority programme. Previously, she was an executive director of Whitbread PLC until May 2007, having joined the Whitbread Group in 1989. She has also been a member of the Low Pay Commission, and a non-executive director of Biffa plc and Arriva plc.

Notice of Annual General Meeting

This document is important and requires your immediate attention

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.

Letter from the Chairman

29 March 2011

Dear Shareholder

I am pleased to invite you to join us at Serco Group plc's Annual General Meeting (AGM) to be held at 11.00am on Monday 9 May 2011 at the Institution of Engineering and Technology (IET), Savoy Place, London WC2R 0BL. The formal Notice of Annual General Meeting is set out on page 4 of this document.

If you would like to vote on the resolutions but cannot attend the AGM, please fill in the proxy form sent to you with this notice and return it to our registrars as soon as possible. They must receive it by 11.00am on 7 May 2011. For those of you that can join us at the AGM, I would like to advise you that all resolutions proposed at the meeting will be voted by means of a poll, rather than on a show of hands. A poll reflects the number of voting rights exercisable by each member and so your Directors consider it a more democratic method of voting.

Explanatory notes on all the business to be considered at this year's AGM appear on pages 8 to 10 of this document. In accordance with the UK Corporate Governance Code's recommendation of annual re-elections for Directors of FTSE350 companies, all Directors are standing for reelection this year.

The AGM is an important occasion for us as we reflect on the Group's business performance in 2010 and the opportunities for the future and, as in previous years, Christopher Hyman, Chief Executive, will give a presentation on this at the meeting. There will be the chance for you to ask questions on either Chris' presentation or the items as set out in the Notice. To that end, as Chairman, I will try to keep discussions relevant and focused.

If you have any questions or issues which you wish to be addressed at the AGM, you may email these to me in advance at AGM@serco.com.

To ensure everyone's safety and security at the meeting, I draw your attention to the information on page 13 of this document.

Your Directors believe that all the proposals to be considered at the AGM are in the best interests of the Company and its shareholders as a whole and unanimously recommend shareholders to vote in favour of the resolutions as they themselves intend to do in respect of their own shareholdings in the Company.

On behalf of the Board, I would like to thank you for your continued support.

Yours sincerely

Alastair Lyons CBE Chairman

Serco Group plc is a company registered in England and Wales No. 2048608 Registered Office: Serco House, 16 Bartley Wood Business Park, Bartley Way, Hook, Hampshire, RG27 9UY, United Kingdom

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Serco Group plc ("Serco" or the "Company") will be held at the Institution of Engineering and Technology (IET), Savoy Place, London WC2R 0BL on Monday 9 May 2011 at 11.00am for the following business:

Annual report and accounts and Report of the Directors

1. To receive the Annual report and accounts for the year ended 31 December 2010. See note on page 8

Directors' Remuneration Report

2. To approve the Directors' Remuneration Report for the year ended 31 December 2010. See note on page 8

Final dividend

1. To declare a final dividend on the ordinary shares of the Company of 5.15 pence per ordinary share for the year ended 31 December 2010. See note on page 8

Election and re-election of retiring Directors

• 1. To elect Paul Brooks as a Non-Executive Director.
• 1. To re-elect Alastair Lyons as a Non-Executive Director.
• 1. To re-elect Christopher Hyman as an Executive Director.
• 1. To re-elect Andrew Jenner as an Executive Director.
• 1. To re-elect David Richardson as a Non-Executive Director.
• 1. To re-elect Leonard Broese van Groenou as a Non-Executive Director. See note on page 8

Reappointment and remuneration of auditors

• 1. To reappoint Deloitte LLP as auditors of the Company to hold office until the conclusion of the next Annual General Meeting at which accounts are laid before the Company.
• 1. That the Directors be authorised to agree the remuneration of the auditors. See note on page 8

Share buybacks

• 1. That the Company be and is hereby generally and unconditionally authorised for the purpose of section 701 of the Companies Act 2006 to make market purchases (within the meaning of section 693(4) of that Act) of the Company's ordinary shares of 2p each provided that:
• a) the maximum number of ordinary shares that may be purchased under this authority is 49,333,567;

• b) the minimum price which may be paid for an ordinary share purchased under this authority is 2p (exclusive of expenses, if any, payable by the Company);

• c) the maximum price which may be paid for an ordinary share purchased under this authority is an amount equal to the higher of (a) 5% above the average of the middle market prices shown in the quotations for the ordinary shares in the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which the ordinary share is purchased and (b) the higher of the price of the last independent trade and the highest current bid as stipulated by Article 5(1) of Commission Regulation (EC) 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buy-back programmes and stabilisation of financial instruments (No 2273/2003);

• d) this authority will expire at the conclusion of the Company's next Annual General Meeting in 2012 or, if earlier 30 June 2012; and
• e) a contract, or contracts, to purchase ordinary shares entered into by the Company before the expiry of this authority can be executed, wholly or partly, by the Company after the expiry of this authority.

See note on pages 8 and 9

Directors' authority to allot shares

• 1. That:
• i) the authority conferred on the Directors by paragraph 5.2 of Article 5 of the Company's Articles of Association be renewed for the period ending at the end of the Annual General Meeting in 2012 or on 30 June 2012, whichever is the earlier, and for such period the Section 551 Amount shall be £3,288,904.00; and
• ii) the Directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 (the "2006 Act") to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares up to a further nominal amount of £3,288,904.00 in connection with an offer by way of a rights issue, such authority to expire at the end of the next Annual General Meeting in 2012 or on 30 June 2012, whichever is the earlier but so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for, or convert other securities into, shares to be granted after the authority ends.

For the purposes of the authority in paragraph ii), "rights issue" means an offer to:

• a) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
• b) people who are holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

to subscribe 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 exclusions 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.

See note on page 9

Disapplication of pre-emption rights

1. That subject to the passing of Resolution 13 above,

i) the power conferred on the Directors by paragraph 5.3 of Article 5 of the Company's Articles of Association be renewed for the period referred to in such Resolution and for such period the Section 561 Amount shall be £493,335.00; and

ii) the Directors be empowered to allot equity securities (as defined in Section 560(1) of the 2006 Act) wholly for cash pursuant to the authority given by paragraph ii) of Resolution 13 above in connection with a rights issue as if Section 561(1) of the 2006 Act did not apply to such allotment, such power to expire at the end of the next Annual General Meeting in 2012 or on 30 June 2012, whichever is the earlier but so that the Company may make offers and enter into agreements during this period which would, or might, require equity securities to be allotted after the power ends.

For the purposes of this Resolution, "rights issue" has the same meaning as that set out in Resolution 13 above.

See note on page 9

Political Donations

• 1. That the Company and any company which is or becomes its subsidiary during the period to which this resolution has effect, be and is hereby authorised for the purposes of Part 14 of the Companies Act 2006 during the period commencing on the date of the passing of this resolution and ending at the conclusion of the Company's next Annual General Meeting to:
• a) make political donations to political parties and/or independent election candidates;
• b) make political donations to political organisations other than political parties; and
• c) incur political expenditure,

provided that the total aggregate amount of political donations and political expenditure pursuant to this authority shall not exceed £130,000 for the Group as a whole, and the amount authorised under each of the 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.

See note on page 10

Notice of general meetings

1. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

See note on page 10

To increase the limit on Directors' fees

1. That with immediate effect from the end of this Annual General Meeting and in accordance with the provisions of Article 66.1, the ordinary remuneration of the Directors shall from time to time be determined by the Directors except that such remuneration shall not exceed £500,000 per annum in aggregate.

See note on page 10

Note:

Resolutions 1 to 11 inclusive and resolutions 13, 15 and 17 will be proposed as ordinary resolutions.

Resolutions 12, 14, and 16 will be proposed as special resolutions.

By order of the Board

Joanne Roberts Company Secretary 29 March 2011

Serco Group plc Serco House 16 Bartley Wood Business Park Bartley Way Hook Hampshire RG27 9UY

Notes on resolutions

Resolution 1 - Annual report and accounts and Report of the Directors

The Board of Directors will present the Annual report and accounts for the year ended 31 December 2010.

Resolution 2 - Directors' Remuneration Report

The Directors' Remuneration Report is included on pages 92 to 103 in the Annual report and accounts.

It complies with the requirements of the Companies Act 2006 for a report on the remuneration of all Directors, both Executive and Non-Executive.

The Report has been approved by the Board and signed on its behalf by the Company Secretary.

Resolution 3 - Final dividend

Shareholders will be asked to declare a final dividend of 5.15 pence per ordinary share for the year ended 31 December 2010. If approved, the dividend will be paid on 17 May 2011 to shareholders on the register of members at the close of business on 11 March 2011.

Resolutions 4 to 9 - Election and re-election of Directors

The Company's Articles of Association require that all Directors retire at least every three years and that all newly appointed Directors retire at the first AGM following their appointment. However, in accordance with the recommendations of the UK Corporate Governance Code, the Directors have resolved that they will all retire and submit themselves for re-election by the shareholders.

Biographical details of all Directors can be found on pages 90 and 91 of the Company's Annual report and on the Company's website (www.serco.com/about/ataglance/profiles).

A rigorous evaluation of the performance of the Board has been undertaken which included a formal evaluation questionnaire and one-to-one meetings for all Directors held with the Chairman (with the exception of Mr Brooks, who had not joined the Board at that time). After considering this evaluation, the Board believes that all Directors continue to demonstrate a great deal of commitment to their roles and that their respective skills complement each other to enhance the overall operation of the Board.

With reference to Paul Brooks, who is standing for election as a Non-Executive Director following his appointment to the Board on 1 February 2011, having undergone a process of careful review and selection prior to his appointment, the Board considers that Mr Brooks will make an effective contribution to both the Board and the Company and fully supports his election.

Resolutions 10 and 11 - Reappointment and remuneration of auditors

The appointment of Deloitte LLP as auditors of the Company terminates at the conclusion of the Annual General Meeting. They have advised of their willingness to stand for re-election as auditors of the Company until the conclusion of the Annual General Meeting in 2012. The Directors recommend their reappointment and seek authority to set their remuneration.

Resolution 12 - Share buybacks

Authority is sought to purchase up to 49,333,567, which is equivalent to approximately 10% of the ordinary issued share capital of the Company as at 11 March 2011, until the earlier of the conclusion of the Annual General Meeting in 2012 or 30 June 2012, continuing the authority granted by the shareholders at previous Annual General Meetings.

Resolution 12 specifies the maximum number of shares that may be purchased and the minimum and maximum prices at which they may be bought. 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. The Directors will exercise this authority only when they consider to do so would be in the best interests of shareholders generally.

Pursuant to the Companies Act 2006, a Company may hold any of their own shares that they have purchased as treasury shares with a view to possible resale at a future date, rather than cancelling them, or to use them for the purposes of their 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 Serco's issued share capital. No dividends would be paid on, and no voting rights would be exercised in respect of, treasury shares.

While the Company does not currently hold any treasury shares, the Board believes that the authority will provide the Company with additional flexibility in the management of its capital base, enabling it to re-sell treasury shares in the future or use them to satisfy awards under the various Serco share and incentive schemes.

For information, as of 11 March 2011, the latest practicable date prior to posting of this document, there were options outstanding to subscribe for 16,759,857 ordinary shares, representing 3.40% of the Company's issued ordinary share capital. If the authority given by resolution 12 were to be fully used, that percentage would increase to 3.73% of the Company's ordinary issued share capital. The Company has no warrants in issue in relation to its shares.

Resolutions 13 and 14 - Directors' authority to allot shares and disapplication of preemption rights

At this Annual General Meeting, the Directors are seeking authority under paragraph i) of resolution 13 to allot new shares and grant rights to subscribe for, or convert other securities into, shares up to a maximum nominal of £3,288,904, which is equivalent to approximately 33% of the Company's issued ordinary share capital as at 11 March 2011.

Further, the Directors are seeking an additional authority under paragraph ii) of resolution 13 to allot new shares and grant rights to subscribe for, or convert other securities into, shares only in connection with a rights issue up to a further nominal value of £3,288,904, which is equivalent to approximately 33% of the Company's issued ordinary share capital in accordance with the ABI Investment Committee's guidance.

The Directors are also seeking authority under paragraph i) of resolution 14 to allot new shares pursuant to the authority given by paragraph j) of resolution 13, or sell treasury shares, for cash I) in connection with a pre-emptive offer or rights issue or II) otherwise up to a nominal value of £493,335, equivalent to 5% of the Company's total issued equity share capital as at 11 March 2011, in each case without first being required to offer such shares to existing shareholders in proportion to their existing holdings.

Further, the Directors are seeking an additional authority under paragraph ii) of resolution 14 to allot new shares pursuant to the authority given by paragraph ii) of resolution 13, or sell treasury shares, for cash in connection with a rights issue without the shares first being offered to existing shareholders in proportion to their existing holdings. This is in line with corporate governance guidelines.

At 11 March 2011, the Company did not hold any shares in treasury.

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 and these limited authorities will enable the Directors to respond in the interests of the Company to any appropriate opportunities which may arise. If the resolutions are passed, the authorities will expire on the earlier of 30 June 2012 and at the conclusion of the Annual General Meeting in 2012.

Further, the Board intends to adhere to the provisions in the Pre-emption Group's Statement of Principles not to allot shares on a non pre-emptive basis (other than pursuant to a rights issue or pre-emptive offer) in excess of an amount equal to 7.5% of the total issued ordinary share capital of the Company within a rolling 3-year period without prior consultation with shareholders.

Resolution 15 - Political Donations

The Company's policy of not giving any cash contributions to any political party will continue. However, the Directors consider that it is in the best interests of shareholders to participate in public debate and opinion-forming on matters which affect the business.

This resolution enables the Directors to incur expenditure of up to a maximum aggregate amount of £130,000, for the Group as a whole, in respect of each of the heads 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. The authority sought will, if granted, last until the conclusion of the 2012 Annual General Meeting of the Company when the Directors intend to seek renewal of this authority.

Resolution 16 - Notice of general meetings

Under the Companies Act 2006 the notice period for general meetings of the Company is 21 days unless shareholders approve a shorter notice period, which cannot, however, be less than 14 clear days. AGMs will continue to be held on at least 21 clear days' notice. The approval will be effective until the Company's next annual general meeting. 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.

Resolution 17 – To increase the limit on Directors' fees

As permitted by Ordinary Resolution of the Company under Article 66.1 this resolution proposes to increase the aggregate annual limit on Directors' remuneration from £300,000 to £500,000. Although the present aggregate fees are materially below the current cap, in view of current trends in directors' fees, the increasing demands on directors and the likely recruitment of further non-executive directors over the next twelve months, in order to attract and retain non-executive directors of the appropriate calibre to ensure robust governance of the Company for the future, the Board considers it prudent to increase this fee limit to provide it the necessary recruitment flexibility.

Notes:

• 1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice.
• 1. To be valid any proxy form or other instrument appointing a proxy, and any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority) must be received by post or (during normal business hours only) by hand at the Company's Registrars, Equiniti, Aspect House, Spencer Road, Lancing, BN99 6BN no later than 48 hours prior to the Annual General Meeting or at www.sharevote.co.uk, no later than 11.00am on Saturday 7 May 2011.
• 1. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described below) will not prevent a shareholder attending the Annual General Meeting and voting in person if he/she wishes to do so.
• 1. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
• 1. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 and 2 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.
• 1. To be entitled to attend and vote at the Annual General Meeting (and for the purpose of the determination by the Company of the votes they may cast), Shareholders must be registered in the Register of Members of the Company as at the close of business on 7 May 2011 (or, in the event of any adjournment, on the date which is two days before the time of the adjourned meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 1. As at 11 March 2011 (being the last business day prior to the publication of this Notice) the Company's issued share capital consists of 493,335,670 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 11 March 2011 are 493,335,670.
• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
• 1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by Equiniti (ID RA19) by 11.00am on 7 May 2011. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
• 1. CREST members (and, where applicable, their CREST sponsors, or voting service providers) should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members (and, where applicable, their CREST sponsors or voting system providers) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
• 1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
• 1. Under section 527 of the Companies Act 2006 members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.
• 1. Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
• 1. A copy of this notice, and other information required by s311A of the Companies Act 2006, can be found at www.serco.com.
• 1. Each of the resolutions to be put to the meeting will be voted on by poll and not by show of hands. A poll reflects the number of voting rights exercisable by each member and so the Board considers it a more democratic method of voting. It is also in line with recommendations made by the Shareholder Voting Working Group and Paul Myners in 2004. The results of the poll will be published on the Company's website and notified to the UK Listing Authority once the votes have been counted and verified.
• 1. Members may not use any electronic address provided in either this notice of meeting or any related documents (including the enclosed form of proxy) to communicate with the Company for any purposes other than those expressly stated.
• 1. The Register of Directors' Interests, the Directors' Service Contracts, letters of appointment for the Non-Executive Directors and Articles of Association are available for inspection during normal business hours (Saturdays, Sundays and Bank Holidays excepted) at the Registered Office, Serco House, 16 Bartley Wood Business Park, Bartley Way, Hook, Hampshire, RG27 9UY up to and including the date of the Annual General Meeting. If you wish to view these documents, please telephone the Company Secretarial Department on +44 (0) 1256 745900.
• 1. The same documents will also be available for inspection at the Institution of Engineering and Technology (IET), Savoy Place, London WC2R 0BL from 15 minutes before the commencement of the Annual General Meeting on 9 May 2011 until it ends.

AGM Arrangements

Venue

The Annual General Meeting of Serco Group plc will be held at the Institution of Engineering and Technology (IET), Savoy Place, London WC2R 0BL.

Travel Information

The IET is fully accessible by all major transport links in the capital.

By Tube

The IET is situated less than 10 minutes walk from Embankment station on the Northern, Bakerloo, City and District lines, Charing Cross station on the Northern and Bakerloo lines and Temple Station on the City and District lines. It can also be accessed from Waterloo, Westminster and Covent Garden stations.

By Bus

The main bus service for the Victoria Embankment (for the IET) is the 388, although there are many other available bus routes on The Strand and over Waterloo Bridge which will bring you within short walking distance of the IET.

By Car

The IET is within easy reach of principal arterial routes into London. There is limited parking outside the IET, behind the Embankment Gardens on metered bays. Alternatively, there is an NCP car park just two minutes drive from the venue in Drury Lane, Covent Garden.

Special Needs

The IET features a platform lift at the front entrance as well as removable ramp access to the side of the building and all rooms have disabled access. Limited parking is available on site subject to advance booking.

There are induction loops fitted in the Lecture Theatre (in which the AGM will be held).

Registration

Please remember to bring your Attendance Card with you. Please bring some form of identification with you to the Annual General Meeting in case we need to verify that your name appears on our register of shareholders or proxies.

Security

We thank you in advance for your co-operation with our security staff.

We would advise you that we reserve the right to check bags or briefcases. We do not permit behaviour that may interfere with anyone's security, safety or the good order of the meeting.

We do not permit cameras (including mobile phone cameras) or recording equipment at the meeting and we would be grateful if you could ensure that you have switched off all electronic communication devices before entering the meeting.

If you want to ask a question at the meeting

Please let us know at Registration if you wish to ask a question during the meeting. Alternatively, you can email your question to AGM@serco.com prior to the meeting.