Serco Group PLC

AGM Information • Mar 20, 2025

Serco Group plc

Notice of Annual General Meeting

24 April 2025

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.

Contents

Summary and explanation of the Resolutions	2
Directors' biographies	5
Notice of Annual General Meeting	7
Notes	10
AGM information	12

Dear Shareholder

I am pleased to invite you to attend Serco Group plc's (the "Company") Annual General Meeting ("AGM") to be held at 10am on Thursday, 24 April 2025 at the offices of Clifford Chance LLP, 10 Upper Bank Street, London, E14 5JJ. We have again decided to hold a physical meeting to enable shareholders to meet the Board and ask questions.

The formal notice of AGM is set out on pages 7 to 9 of this document and an explanation of the business to be considered is on pages 2 to 4.

In accordance with the UK Corporate Governance Code, all members of the Board will stand for re-election. Victoria Hull and Anthony Kirby will be seeking election for the first time since their appointments to the Board on 1 September 2024 and 1 March 2025, respectively. The biographical details of each Director are provided on pages 5 and 6 of this document and an overview of the skills and experience represented on the Board is provided on page 78 of the 2024 Annual Report and Accounts, available on the Company's website.

A resolution is proposed to approve the updated Articles of Association for the Company. Details of the proposed changes are summarised in Appendix A on page 13.

Your Board believes that the proposals described in this document are in the best interests of the Company 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 that the AGM provides to explain the Company's performance and strategy and to engage directly with shareholders. I would encourage all shareholders to submit questions relating to the business of the AGM ahead of the meeting by email to agm@serco.com or by post to Serco Group plc, Serco House, 16 Bartley Wood Business Park, Bartley Way, Hook, Hampshire, RG27 9UY. Where appropriate, we will provide written answers to questions. Any pre-submitted questions should be submitted by 10am on Tuesday, 22 April 2025. Full Year Results are available on the Company's website at www.serco.com and I encourage you to look at these in advance of the AGM. I also encourage you to monitor our website and announcements via the Regulatory News Service for any updates in respect of the AGM arrangements.

I strongly recommend that all shareholders complete the proxy form provided with this notice and return it to our registrars to arrive no later than 10am on Tuesday, 22 April 2025, appointing the Chair of the meeting as your proxy. This will ensure that your vote will be counted if 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 Chair 20 March 2025

Serco Group plc Serco House, 16 Bartley Wood Business Park, Bartley Way, Hook, Hampshire, RG27 9UY Registered in England and Wales Company Number 02048608

Summary and explanation of the resolutions

Resolution 1 – Annual Report and Accounts

The Board will present the Annual Report and Accounts for the year ended 31 December 2024.

Resolution 2 – Directors' Remuneration Report

The Directors' Remuneration Report is set out on pages 97 to 117 in the 2024 Annual Report and Accounts and gives details of the Directors' remuneration for the year ended 31 December 2024. Shareholders will be asked to approve the Directors' Remuneration Report (save for the Directors' Remuneration Policy set out on pages 115 and 116 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 held on 24 April 2024 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 no later than the AGM in 2027. A summary of the Directors' Remuneration Policy can be found on pages 115 and 116 of the 2024 Annual Report and Accounts. The full policy can be found in the 2023 Annual Report and Accounts 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 125 to 134 of the Annual Report and Accounts. The Directors' Remuneration Report has been approved by the Board.

Resolution 3 – Final Dividend

The Board is recommending a final dividend for the financial year ended 31 December 2024 of 2.82 pence per ordinary share.

If approved by shareholders at the AGM, the final dividend will be paid on 9 May 2025 to shareholders on the register of members of the Company at 6pm on 11 April 2025.

Resolutions 4(a) to (j) – Election and Re–election of Directors

In accordance with the requirements of the UK Corporate Governance Code, all Directors will retire and offer themselves for re-election, with the exception of Victoria Hull and Anthony Kirby who were appointed to the Board on 1 September 2024 and 1 March 2025 respectively; both are seeking election for the first time at this AGM.

Victoria is an experienced Non-Executive Director and brings valuable skills to the Board.

Anthony is an experienced senior leader who the Board believes has the skills, determination and leadership attributes to deliver against the Company's strategy. Further details of their experience are set out in the Biography section.

Following an externally-facilitated Board performance review 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, 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 their contribution continues to be important to the Company's long-term sustainable success, can be found on pages 5 and 6 of this document and an overview of the skills and experience represented on the Board is provided on page 78 of the 2024 Annual Report and Accounts, which is available on the Company's website.

Resolutions 5 and 6 – Appointment and remuneration of auditor

The Company is required to appoint an Auditor at each general meeting at which accounts are laid before the Company. A formal competitive tender of external audit services was undertaken in 2024, overseen by the Audit Committee. On the recommendation of the Audit Committee, the Board is proposing to shareholders the appointment of Ernst & Young LLP ("EY") as the Company's new Auditor for the financial year ending 31 December 2025.

Resolution 5, therefore, proposes EY's appointment as Auditor to hold office until the next annual general meeting at which the Company's accounts are laid before shareholders. Resolution 6 authorises the Audit Committee to determine EY's remuneration on behalf of the Board. Details of the tender process and the Audit Committee's recommendation are provided in the report of the Audit Committee on page 93 of the 2024 Annual Report and Accounts.

KPMG LLP will therefore cease to hold office as the Company's Auditor following completion of the consolidated accounts for the year ended 31 December 2024. In accordance with the requirements of the Companies Act 2006, KPMG LLP has provided the Company with a statement of reasons for ceasing to hold office as the Company's Auditor. A copy of that statement is set out in Appendix B to this document.

Resolution 7 – Directors' authority to allot shares

Resolution 7 seeks shareholder approval to renew the Directors' authority to allot shares.

Guidance published by the Investment Association in 2023 states that its members will regard as routine an authority to allot up to two thirds of the existing issued share capital provided that any amount in excess of one-third of the existing issued shares should be applied to fully pre-emptive offers only. The Board considers it appropriate to follow this guidance.

In accordance with the 2023 guidelines, the Board seeks the shareholders' authority to allot shares in the capital of the Company up to a maximum nominal amount of £13,514,889 representing approximately two thirds of the Company's issued ordinary share capital (excluding treasury shares) as at 14 March 2025 (the latest practicable date prior to publication of this notice). Of this amount, £6,757,444 (representing approximately one third of the Company's issued ordinary share capital excluding treasury shares) can only be allotted pursuant to a fully pre-emptive offer.

It is the Company's policy to seek renewal of these authorities annually and the authorities sought under paragraphs (a) and (b) of this resolution will expire at the end of the Company's next annual general meeting or, if earlier, 6pm on 30 June 2026.

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.

As at 14 March 2025 (the latest practicable date prior to the publication of this notice) the Company held no shares in treasury.

Summary and explanation of the resolutions continued

Resolutions 8 and 9 – Disapplication of pre-emption rights

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 ordinary shareholders, in proportion to their existing holdings.

Resolutions 8 and 9 seek to disapply this statutory right of first refusal to a limited extent to give the Directors power to allot ordinary shares or other equity securities (or sell any ordinary shares which the Company holds in treasury) for cash without first offering them to existing shareholders in proportion to their existing shareholdings.

This would provide the Directors with a degree of flexibility to act in the best interests of the Company so that: (i) the Company can follow normal practice in the event of a rights issue, open offer or other fully pre-emptive offer of securities in favour of existing shareholders in proportion to their existing shareholdings; and (ii) a limited number of shares may be issued for cash to persons other than existing shareholders in compliance with the 2023 Investment Association Share Capital Management Guidelines and the 2022 Pre-Emption Group Statement of Principles (the "Pre-Emption Group Principles").

Resolution 8, which will be proposed as a special resolution, authorises the Directors to allot new shares and other equity securities pursuant to the authority given by Resolution 7, or to sell treasury shares for cash, in each case on a non-pre-emptive basis:

• (a) up to a nominal amount of £13,514,889, representing approximately two thirds of the Company's issued ordinary share capital (excluding treasury shares), to existing ordinary shareholders in proportion to their existing shareholdings and to holders of other equity securities if required by the rights of those securities. Of this amount, £6,757,444, representing approximately one third of the Company's issued ordinary share capital (excluding treasury shares) can only be allotted pursuant to a rights issue, open offer or other fully pre-emptive offer (in each case, subject to any limits, restrictions or arrangements, such as for fractional entitlements and overseas shareholders, as the Directors consider necessary or appropriate);
• (b) up to a nominal value of £2,047,710, equivalent to approximately 10% of the total issued ordinary share capital of the Company (excluding treasury shares) as at 14 March 2025 for general corporate purposes; or
• (c) otherwise up to a nominal amount of £409,542, equivalent to approximately 2% of the total issued ordinary share capital of the Company (excluding treasury shares) as at 14 March 2025 for the purposes only of a follow-on offer as described in the Pre-Emption Group Principles.

Resolution 9, which will also be proposed as a special resolution, additionally authorises the Directors to allot new shares and other equity securities (or sell treasury shares) for cash, on a non-pre-emptive basis in connection with the financing (or refinancing, if the authority is to be used within 12 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 12-month period and is disclosed in the announcement of the allotment.

The authority under Resolution 9 is limited to:

• (a) up to an additional nominal value of £2,047,710, equivalent to approximately 10% of the total issued ordinary share capital (excluding treasury shares) as at 14 March 2025 for the purposes of making an acquisition or a specified capital investment as described in the Pre-Emption Group Principles; and
• (b) up to a nominal amount of £409,542, equivalent to approximately 2% of the total issued ordinary share capital of the Company (excluding treasury shares) as at 14 March 2025 for the purposes only of a follow-on offer as described in the Pre-Emption Group Principles.

The Directors confirm that they will only allot shares representing an additional 10% of the issued ordinary share capital of the Company for cash pursuant to the authority referred to in Resolution 9, where that allotment is in connection with an acquisition or a specified capital investment (as defined in the Pre-Emption Group Principles) which is announced contemporaneously with the allotment, or which has taken place in the preceding 12-month period and is disclosed in the announcement of the allotment.

The authority sought by the Directors in both Resolutions 8 and 9 includes the ability to issue up to a further 2% of issued ordinary share capital in each case for the purposes of a follow-on offer. The Pre-Emption Group Principles provide for follow-on offers as a possible means of enabling smaller and retail shareholders in the Company to participate in a non-pre-emptive equity issue when it may not be possible (for timing or other reasons) for them to participate in a particular placing being undertaken. The Pre-Emption Group Principles set out the expected features of any such follow-on offer, including in relation to qualifying shareholders, monetary caps on the amount qualifying shareholders can subscribe and the issue price of the shares.

The aggregate nominal amount permitted to be allotted on a non-pre-emptive basis under Resolutions 8 and 9 combined is equivalent to approximately 24% of the issued ordinary share capital of the Company (excluding treasury shares) as at 14 March 2025, being the latest practicable date prior to the publication of this notice.

In respect of Resolutions 8 and 9, the Directors confirm their intention to follow the shareholder protections in Part 2B of the Pre-Emption Group Principles as well as the expected features of a follow-on offer as set out in paragraph 3 of Part 2B of the Pre-Emption Group Principles in relation to any follow-on offer, wherever practicable, and to consult with major shareholders (to the extent reasonably practicable and permitted by law) in advance of the Directors exercising their authority under either Resolution 8 and/or Resolution 9 to issue shares.

The Directors have no present intention to exercise either of the authorities sought under these resolutions, although they consider it appropriate to seek the flexibility that the authority provides and therefore believe it to be in the best interests of the Company.

If the resolutions are passed, the authorities will expire at the end of the Company's next annual general meeting or, if earlier, 6pm on 30 June 2026.

Resolution 10 – Purchase of Own Shares (Share buybacks)

Authority is now sought to make market purchases of the Company's own shares for up to 102,385,524 shares which is equivalent to approximately 10% of the issued ordinary share capital of the Company (excluding treasury shares) as at 14 March 2025 (being the latest practicable date prior to publication of this notice), until the earlier of the conclusion of the annual general meeting in 2026 or 6pm on 30 June 2026, continuing the authority granted by the shareholders at previous annual general meetings.

Resolution 10, 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 14 March 2025, the latest practicable date prior to publication of this notice, there were options outstanding to subscribe for 17,747,172 ordinary shares, representing approximately 1.73% of the Company's issued ordinary share capital (excluding treasury shares) as at 14 March 2025. If the balance of the existing authority given on 24 April 2024 and the authority being sought under Resolution 10 were to be fully used, that percentage would increase to approximately 2.24% of the Company's issued ordinary share capital (excluding treasury shares). The Company has no warrants in issue in relation to its shares.

Resolution 11 – Political donations

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 opinion forming 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 has a broad definition of political organisations and political donations. 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 2026 AGM of the Company (or, if earlier, 6pm on 30 June 2026) when the Directors currently intend to seek renewal of this authority.

Resolution 12 – Notice of general meetings

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 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 form of electronic voting available to all shareholders for that meeting.

Resolution 13 – Amendments to the Articles of Association

This resolution, proposed as a special resolution, seeks shareholder approval to adopt revised Articles of Association (the "Revised Articles") in order to update the Company's current articles of association (the "Current Articles") which were adopted in 2018. The changes introduced in the Revised Articles are summarised in Appendix A on page 13 and are primarily being updated to reflect changes to UK Corporate Governance requirements and developments in market practice since the Articles were last reviewed in 2018.

The Revised Articles, showing all the changes to the Current Articles, are available for inspection (i) on the National Storage Mechanism from the date of this notice at https://data.fca.org.uk/#/nsm/nationalstoragemechanism; (ii) on our corporate website, www.serco.com; (iii) at the Company's registered office address between the hours of 9am and 5pm from the date of this notice until the conclusion of the AGM; and (iv) at Clifford Chance LLP, 10 Upper Bank Street, London,E14 5JJ from 15 minutes before, and until conclusion of, the AGM.

Directors' biographies

John Rishton Board Chair

Appointed to the Board September 2016 (Chair since April 2021)

Skills and experience

John Rishton has over 40 years' business experience 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.

Previous roles

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.

Current external commitments

Chair of Informa plc.

Non-Executive Director of Majid al Futtaim Properties LLC.

Key to Committee

Anthony Kirby

Group Chief Executive

Appointed to the Board 1 March 2025

Skills and experience Anthony Kirby brings extensive experience in senior operational and human resources roles across a number of sectors. He has worked for Serco

He is a Chartered Fellow of the Institute of Personnel and Development and holds Masters Degrees in both Strategic Human Resources and Employment Law & Industrial Relations. Previous roles

Anthony served in a number of roles at Serco most recently as Chief Executive Officer, UK and Europe. In this role, he was responsible for a business that operates across Citizen Services, Defence, Health & Facilities Management and Transport & Community Services, employing more than 30,000 people across 12 countries. Prior to this role, Anthony served as Group Chief Operating Officer at Serco. He joined Serco as Chief People Officer in 2017. Anthony also has a wealth of experience having spent more than 17 years at Compass Group Plc. Current external commitments Non-Executive Director and member of Audit and Risk, Nomination and Remuneration Committees

since 2017.

Nigel Crossley

April 2021

since 2014.

Group Chief Financial Officer

Appointed to the Board

Skills and experience Nigel Crossley is an experienced Chief Financial Officer with over 30 years' experience in finance roles in international organisations. He has worked for Serco

He has a BSc in Mathematics from Hull University. Previous roles Director of Finance and Transformation at EMI, Group Financial Controller of RHM plc and various finance roles at Procter & Gamble. Current external commitments None.

Lynne Peacock

Senior Independent Non-Executive Director

Appointed to the Board July 2017

Skills and experience:

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.

Previous roles

Deputy Chair Royal London Mutual Society Limited

Senior Independent Director and Chair of the Remuneration Committee of TSB Bank plc.

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.

Current external commitments

Non-Executive Director, Chair of the Environmental, Social, and Governance Committee and member of the Audit and Risk, Remuneration, and Nomination Committees of International Distributions Services plc (trading as Royal Mail).

Chair of the Learning Disability Network London charity.

Kirsty Bashforth

Independent Non-Executive Director

Appointed to the Board September 2017

Skills and experience

Kirsty Bashforth is an experienced executive and board member within the construction, services, consumer goods, energy, education and health 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'.

Previous roles

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.

Chief Business Officer, Non-Executive Director and Chair of the Remuneration Committee of Diaverum AB.

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.

Chair of Northern Superchargers Limited.

Current external commitments

Chief People and Culture Officer of Delinian Trading Limited. Non-Executive Director, Chair of the Remuneration Committee and a member of the Nomination and Environmental and Social Impact Committees of PZ Cussons plc.

Director of QuayFive Limited.

membership ^A Audit Committee ^N Nomination Committee

of Hays plc.

RE Remuneration

Committee Chair

Kru Desai

Independent Non-Executive Director

Appointed to the Board October 2021

Skills and experience

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.

Previous roles

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 the Management Board of Hedra PLC.

Managing Director of Atos (UK).

Independent Commissioner of the Geospatial Commission.

Vice Chair of City St. George's, University of London (formerly City, University of London).

Current external

commitments Chair of the Zinc Network.

Independent Non-Executive Director of Buro Happold Limited.

Ian El-Mokadem

Independent Non-Executive Director

Appointed to the Board July 2017

Skills and experience

Ian El-Mokadem is an experienced Chief Executive Officer with international experience in business transformation and acquisitions and disposals.

He has a BSc (Hons) in Economics and Statistics from University College, London and an MBA from INSEAD.

Previous roles

Chief Executive Officer of RWS Holdings plc, V. Group and of 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.

Current external commitments

Non-Executive Director and member of the Audit and Nomination Committees of Diploma PLC.

Director of Roegate Consulting Limited.

Victoria Hull

Independent Non-Executive Director

Appointed to the Board 1 September 2024

Skills and experience Victoria Hull has extensive

senior executive experience across a broad range of business, legal, commercial and governance matters as well as strong international experience.

She is a solicitor with a law degree from the University of Southampton.

Previous roles

Executive Director and General Counsel of Invensys plc and Telewest Communications plc.

Senior Independent Director of Ultra Electronics plc.

Current external commitments

Senior Independent Director and Chair of the Nomination and Governance Committee of Hikma Pharmaceuticals plc.

Non-Executive Director and Chair of the Remuneration Committee IQE plc.

Non-Executive Director and member of the Nomination and Remuneration and Sustainability Committees of IMI plc.

Tim Lodge

Independent Non-Executive Director

Appointed to the Board February 2021

Skills and experience

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 were spent as Chief Financial Officer. He has considerable experience in leading significant strategic and operational transformation and driving commercial performance.

He has an MA in Classics from the University of Cambridge.

Previous roles

Chief Financial Officer at Tate & Lyle PLC and COFCO International and a Non-Executive Director and Chair of the Audit Committee of Aryzta AG.

Chair of the Management Committee of the Cordwainers Livery Company.

Current external

commitments Non-Executive Director of Howden Joinery Group Plc.

Non-Executive Director and Chair of the Audit Committee of SSP Group plc.

Senior Independent Director of Arco Limited.

Director of An African Canvas (UK) Limited.

Trustee of Gambia School Support.

Dame Sue Owen DCB

Independent Non-Executive Director

Designated Non-Executive Director for Employee Voice

Appointed to the Board August 2020

Skills and experience

Dame Sue Owen DCB has significant experience of government and economic policy, having held senior roles in several government departments.

She has an MA in Economics from Cambridge University and an MSc in Economics from Cardiff University.

Previous roles

Permanent Secretary for the Department for Digital, Culture, Media and Sport, 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.

Current external

commitments Chair of the Royal Ballet Governors.

Specialist Partner at Flint-Global Advisory.

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.

Supervisory Board member of DAF NV.

Chair of the UK Debt Management Office Advisory Board.

Notice of Annual General Meeting

Notice is hereby given that the 2025 Annual General Meeting ("AGM") of Serco Group plc ("Serco" or the "Company") will be held at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ on Thursday, 24 April 2025 at 10am to consider and, if thought fit, pass the resolutions detailed below. Resolutions 1 to 7 and 11 are proposed as ordinary resolutions and Resolutions 8 to 10, 12 and 13 as special resolutions:

Annual Report and Accounts

1. To receive the Annual Report and Accounts for the year ended 31 December 2024.

Directors' Remuneration Report

1. To approve the Directors' Remuneration Report (except for the Directors' Remuneration Policy set out on pages 115 and 116 of the Directors' Remuneration Report) for the year ended 31 December 2024 as set out on pages 97 to 117 of the Annual Report and Accounts.

Final Dividend

1. To declare a final dividend of 2.82 pence per ordinary share for the financial year ended 31 December 2024.

Election and Re-election of Directors

4(a) To elect Victoria Hull as a Director.

• 4(b) To elect Anthony Kirby as a Director.
• 4(c) To re-elect John Rishton as a Director.
• 4(d) To re-elect Nigel Crossley as a Director.
• 4(e) To re-elect Kirsty Bashforth as a Director.
• 4(f) To re-elect Kru Desai as a Director.
• 4(g) To re-elect Ian El-Mokadem as a Director.
• 4(h) To re-elect Tim Lodge as a Director.
• 4(i) To re-elect Dame Sue Owen as a Director.
• 4(j) To re-elect Lynne Peacock as a Director.

Appointment and remuneration of auditor

• 1. To appoint Ernst & Young LLP as auditor of the Company to hold office from the conclusion of this AGM until the conclusion of the next general meeting of the Company at which accounts are laid.
• 1. To authorise the Audit Committee, for and on behalf of the Board, to agree the remuneration of the auditor.

Directors' authority to allot shares

• 1. To generally and unconditionally authorise the Directors, pursuant to and in accordance with section 551 of the Companies Act 2006, to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or convert any security into shares in the Company:
  2. a. up to an aggregate nominal amount of £6,757,444; and
  3. b. comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to a further aggregate nominal amount of £6,757,444 in connection with a fully pre-emptive offer,

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 6pm on 30 June 2026, 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 7 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, "fully pre-emptive offer" means an offer to:

• i. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
• ii. 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 for further securities, 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.

Disapplication of pre-emption rights

• 1. To resolve that, in substitution for all existing authorities and subject to the passing of Resolution 7 above, the Directors be generally authorised pursuant to section 570 of the Companies Act 2006 to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash pursuant to the authority granted by Resolution 7 and/or pursuant to section 573 of the Companies Act 2006 to sell ordinary shares held by the Company as treasury shares for cash, in each case free of the restriction in section 561 of the Companies Act 2006, such authority to be limited:
  2. (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 (b) of Resolution 7, such authority shall be limited to the allotment of equity securities in connection with a fully pre-emptive offer only):
     • (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
     • (ii) to holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

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;

(b) to the allotment of equity securities pursuant to the authority granted by paragraph (a) of Resolution 7 and/or sale of treasury shares for cash (otherwise than under paragraph (a) above) up to an aggregate nominal amount of £2,047,710; and

(c) to the allotment of equity securities pursuant to the authority granted by paragraph (a) of Resolution 7 and/ or sale of treasury shares for cash (otherwise than under paragraphs (a) or (b) above) up to an aggregate nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of 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 after this resolution is passed (or, if earlier, until 6pm on 30 June 2026) 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 conferred hereby had not expired.

For the purpose of this Resolution 8, "fully pre-emptive offer" has the same meaning as in Resolution 7 above.

• 1. To resolve that, in addition to any authority granted under Resolution 8, and subject to the passing of Resolution 7, the Directors be generally authorised pursuant to section 570 of the Companies Act 2006 to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash pursuant to the authority granted by Resolution 7 and/ or pursuant to section 573 of the Companies Act 2006 to sell ordinary shares held by the Company as treasury shares for cash, in each case free of the restriction in section 561 of the Companies Act 2006, such authority to be limited:
  2. (i) to the allotment of equity securities and/or sale of treasury shares for cash up to an aggregate nominal amount of £2,047,710 such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors determine to be an acquisition or specified 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; and,
  3. (ii) to the allotment of equity securities and/or sale of treasury shares for cash (otherwise than under paragraph (i) above) up to an aggregate nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (i) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of 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 after this resolution is passed (or, if earlier, 6pm on 30 June 2026) 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 conferred hereby had not expired.

Purchase of Own Shares (Share buybacks)

• 1. To generally and unconditionally authorise the Company 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 2 pence each provided that:
  2. (a) the maximum aggregate number of ordinary shares that may be purchased under this authority is 102,385,524 (representing 10% of the issued ordinary share capital);
  3. (b) the minimum price which may be paid for an ordinary share purchased under this authority is 2 pence (exclusive of expenses, if any, payable by the Company);
  4. (c) the maximum price which may be paid for an ordinary share purchased under this authority (exclusive of expenses, if any, payable by the Company) 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 independent bid for an ordinary share on the trading venue where the purchase is carried out;
  5. (d) this authority will expire at the conclusion of the Company's next annual general meeting or 6pm on 30 June 2026, whichever is the earlier; and
  6. (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.

Notice of Annual General Meeting continued

Political Donations

• 1. To authorise, for the purpose of Part 14 of the Companies Act 2006, the Company and any company which is or becomes its subsidiary during the period for which this resolution has effect, commencing on the date of the passing of this resolution and ending at the conclusion of the Company's next annual general meeting or, if earlier, at 6pm on 30 June 2026 to:
  2. (a) make political donations to political parties and/or independent election candidates;
  3. (b) make political donations to political organisations other than political parties; and
  4. (c) incur political expenditure,

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.

Notice of general meetings

1. To authorise the Directors to call a general meeting other than an annual general meeting on not less than 14 clear days' notice.

Amendments to the Articles of Association

1. To approve the adoption of the Articles of Association produced to the meeting and signed by the Chair for the purpose of identification in substitution for, and to the exclusion of, the Company's existing articles of association with effect from the conclusion of the AGM.

By order of the Board

Nickesha Graham-Burrell Group Company Secretary

20 March 2025 Serco Group plc

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

Registered in England and Wales Company number 02048608

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 AGM. A shareholder may appoint more than one proxy in relation to the AGM 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. Shareholders are strongly encouraged to vote on the resolutions in advance of the AGM by appointing a proxy, and to consider appointing "the Chair of the meeting" as their proxy even if they intend to attend the AGM in person. Appointing a proxy will not prevent you from attending the AGM and voting on the day, and will ensure that your vote is counted if you plan to attend, but are unable to do so.
• 1. To be valid, any proxy form or other instrument appointing a proxy 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 6DA or at www.shareview.co.uk no later than 48 hours prior to the AGM, being no later than 10am on Tuesday, 22 April 2025. Any electronic communication sent by a shareholder to the Company or to the Registrar which is found to contain a computer virus will not be accepted.
• 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 AGM and voting in person if they wish 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 them and the shareholder by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they 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 notes 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 AGM (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 6.30pm on Tuesday, 22 April 2025 (or, in the event of any adjournment, on the date which is two working 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. The Company will not permit behaviour that may interfere with anyone's security or safety or the good order of the meeting. Anyone who does not comply may be removed from the meeting.
• 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 (available via www.euroclear.com). 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 & International Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com). 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 10am on Tuesday, 22 April 2025. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp 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 & International 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 their 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. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's Register of Members in respect of the joint holding (the first-named being the most senior).

Notice of Annual General Meeting continued

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 AGM; 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 AGM includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.

• 1. 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 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.
• 1. Any member attending the AGM 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. Questions relating to the business of the AGM can be submitted ahead of the meeting by email to agm@serco.com or by post to Serco Group plc, Serco House, 16 Bartley Wood Business Park, Bartley Way, Hook, Hampshire, RG27 9UY. Where appropriate, we will provide written answers to questions. Any pre-submitted questions should be submitted by 10am on Tuesday, 22 April 2025.
• 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, in line with best practice. A poll reflects the number of voting rights exercisable by each member and so the Board considers it a more democratic method of voting. The results of the poll will be published on the Company's website and announced through a Regulatory Information Service 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. Except as provided in this notice, members who have general queries about the Meeting should call Equiniti's shareholder helpline on +44 (0)371 384 2030 (no other methods of communication will be accepted).
• 1. The Directors' Service Contracts, letters of appointment for the Non-Executive Directors and the Revised Articles of Association are available for inspection during normal business hours (except Saturdays, Sundays and public holidays in England and Wales) at the Company's registered office, Serco House, 16 Bartley Wood Business Park, Bartley Way, Hook, Hampshire, RG27 9UY up to and including the date of the AGM. If you wish to view these documents, please telephone the Group Company Secretariat on +44 (0) 1256 745900.

The same documents will also be available for inspection at the AGM venue, 15 minutes before the commencement of the AGM on Thursday, 24 April 2025 and until the conclusion of the meeting.

1. As at 14 March 2025 (being the latest practicable date prior to the publication of this Notice), the Company's issued share capital consisted of 1,023,855,243 ordinary shares of 2p each; no shares are held in treasury. Therefore, the total voting rights in the Company as at 14 March 2025 was 1,023,855,243.

AGM information

Venue

The AGM of Serco Group plc will be held at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ.

Travel Information

The venue is fully accessible by public transport:

By Tube

The nearest underground station is Canary Wharf (Jubilee Line) and the nearest DLR station is Heron Quays, both of which are a short walk away from the venue. The most convenient exit from the Canary Wharf underground station is the Upper Bank Street exit.

By Bus

Your choice of bus services:

D3 Bethnal Green to Canary Wharf

D7 Mile End to Canary Wharf

D8 Stratford to Canary Wharf

135 Moorfields to Canary Wharf

277 Highbury and Islington to Canary Wharf

N550 Trafalgar Square to Canary Wharf (Night Bus)

By Car

The venue is located within walking distance of the public car park, Jubilee Place Car Park: Entrance to the Jubilee Place Car Park is located on Bank Street (use E14 5NY for sat nav).

Accessibility Information

The building is wheelchair accessible directly from Upper Bank Street. There is a drop-off/pick-up point directly outside the building where cars can stop temporarily to ease access. A lift is available from the ground floor to the main reception area on the first floor. Should you require any assistance, please ask reception upon arrival.

Accessible/disabled toilets are located on the ground floor behind reception and in both meeting room areas. If you need assistance, please let reception know.

Registration

Please remember to bring your Attendance Card with you. Please bring some form of identification with you to the AGM 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 procedures.

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

Questions relating to the business of the AGM can be submitted ahead of the meeting by email to agm@serco.com or by post to Group Company Secretariat, Serco Group plc, Serco House, 16 Bartley Wood Business Park, Bartley Way, Hook, Hampshire, RG27 9UY. Where appropriate, we will provide written answers to questions. Any pre-submitted questions should be submitted by 10am on Tuesday, 22 April 2025.

Use of Data

By providing the information required to register in advance to attend and participate at the AGM electronically, you confirm that you consent to the provision of such information, including any personal data contained therein, to Equiniti and to the further transfer by them of that information and personal data (if applicable) to other agents of the Company for the purpose of facilitating your attendance and participation at the AGM electronically.

The Company's Privacy Policy is available on the Company's website at www.serco.com.

Appendix A: Summary of changes to the Articles of Association

Resolution 13, proposed as a special resolution, seeks shareholder approval to adopt the Revised Articles to update the Current Articles which were adopted in 2018.

The principal changes introduced in the Revised Articles are summarised below and are primarily to reflect developments in market practice. As part of the Company's continued support of gender diversity, all references to gender have been made gender neutral throughout the Revised Articles. Other changes (for example, to definitions) which are minor, technical or clarificatory have not been noted below.

References to article numbers in this Appendix A are references to the Revised Articles.

Untraced shareholders and forfeiture of unclaimed dividends (Articles 39 and 111)

The Revised Articles amend the provisions relating to untraced shareholders (being shareholders to whom at least three dividend payments remain unclaimed) by reducing the time period after which the Company is entitled to sell the shares of an untraced shareholder from twelve years to six years after the Company first stops paying dividends on the shares to the relevant shareholder in accordance with Article 111.

The Company's right to sell the shares remains conditional upon: (i) a notice first being sent to the shareholder's last known address after the six-year period has passed; and (ii) the expiry of three further months, during which the Company does not receive any communication from the relevant shareholder. The Revised Articles provide that the Company must use reasonable steps to trace the untraced member including using, if appropriate, a professional asset reunification company or other tracing agent.

The Revised Articles also provide that following the sale, the proceeds will be forfeited and belong to the Company. This modifies the position under the Current Articles where the Company remained liable to the relevant shareholder in respect of any net proceeds forfeited to the Company.

Additionally, the Revised Articles provide that dividends unclaimed for six years will be forfeited, in line with the proposed change in respect of untraced shareholders. This modifies the position under the Current Articles, where the relevant period is twelve years.

Change of Name (Article 40)

The Revised Articles include a new provision permitting the Company to change its name by Board resolution, in line with market practice.

Changes to Arrangements for General Meetings (Article 44)

The Revised Articles provide that the Board has absolute discretion to alter any of the arrangements in relation to a general meeting if the Board considers it impracticable, undesirable or unreasonable to hold the meeting at the time, date or place and/or on the electronic platform stated in the notice calling such meeting. The Board will also have absolute discretion to determine the manner in which notice of any rearranged meeting will be provided to shareholders. The Revised Articles remove the requirement for a notice relating to the rearranged meeting to be published in two national newspapers in the United Kingdom.

Manner of payment of dividends (Article 107)

The Revised Articles include updated provisions on payment procedures for dividends and other monies payable in relation to shares in line with current market practice. In particular, the Revised Articles provide greater discretion for directors to choose the method of payment, including electronic payment.

Appendix B: Ceasing to act as Auditors – Statement of Reasons

15 Canada Square London E14 5GL United Kingdom

KPMG LLP Tel +44 (0) 20 7311 1000 Audit Fax +44 (0) 20 7311 3311

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

Our ref AR-2767

Contact Juliette Lowes juliette.lowes@kpmg.co.uk

14 March 2025

Dear Sir/Madam,

Statement to Serco Group plc (no. 02048608) on ceasing to hold office as auditors pursuant to section 519 of the Companies Act 2006

The reason connected with our ceasing to hold office is the holding of a competitive tender for the audit, in which we decided not to participate.

Yours faithfully,

KPMG LLP Audit registration number: 9188307 Audit registration address: 15 Canada Square Canary Wharf, London E14 5GL

KPMG LLP, a UK limited liability partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.

Reference - AR-2767 Document Classification - KPMG Public

Serco Group plc Notice of Annual General Meeting 2025 14

Registered in England No OC301540 Registered office: 15 Canada Square, London, E14 5GL For full details of our professional regulation please refer to 'Regulatory information' under 'About' at www.kpmg.com/uk