Serco Group PLC — Proxy Solicitation & Information Statement 2014

Apr 10, 2014

Bringing service to life

serco

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.

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Letter from the Chairman

7 April 2014

Dear Shareholder

I am pleased to invite you to join us at Serco Group plc's Annual General Meeting to be held at 11.00am on Thursday 8 May 2014 at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ. The formal notice of Annual General Meeting is set out on pages 4 to 7 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 6 May 2014. For those of you that can join us at the AGM, I would like to advise you that, as in previous years, 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 11 of this document. In accordance with the UK Corporate Governance Code all Directors are standing for re-election.

The Annual General Meeting is an important occasion for us as we reflect on the Group's business performance in 2013 and the opportunities for the future. As in previous years the Acting Group Chief Executive, Ed Casey, will give a presentation on these areas at the meeting. There will be the chance for you to ask questions on either Ed's presentation or the items as set out in the Notice. To that end, as Chairman, I will try to keep discussions relevant and focused.

I am delighted to be welcoming Rupert Soames as our new CEO and to be able to propose his election as a director of the Company at this AGM. If you have any questions or issues which you wish to be addressed at the Annual General Meeting, 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 Annual General Meeting 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

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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 offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ on Thursday 8 May 2014 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 2013.
   See note on page 8

Annual Report on Remuneration

1. To approve the Annual Report on Remuneration for the year ended 31 December 2013 as set out on pages 83 to 105 of the Annual Report and Accounts.
   See note on page 8

Directors' Remuneration Policy

1. To approve the Directors' Remuneration Policy as set out on pages 86 to 89 of the Annual Report and Accounts.
   See note on page 8

Final dividend

1. To declare a final dividend on the ordinary shares of the Company of 7.45 pence per ordinary share for the year ended 31 December 2013.
   See note on page 8

Election and re-election of Director

1. To elect Edward J Casey Jr as an Executive Director.
2. To elect Rupert Soames as an Executive Director.
3. To elect Michael Clasper as a Non-Executive Director.
4. To elect Rachel Lomax as a Non-Executive Director.
5. To elect Tamara Ingram as a Non-Executive Director.
6. To re-elect Alastair Lyons as a Non-Executive Director.
7. To re-elect Andrew Jenner as an Executive Director.
8. To re-elect Malcolm Wyman as a Non-Executive Director
9. To re-elect Ralph D Crosby Jr as a Non-Executive Director.
10. To re-elect Angie Risley as a Non-Executive Director.
    See note on page 8

Reappointment and remuneration of auditor

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

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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 49,932,919;

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; 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. 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 or grant rights to subscribe for or convert any security into shares:

i) up to a maximum nominal amount of £3,295,573;

ii) comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to a further nominal amount of £3,295,573 in connection with an offer by way of a rights issue; such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the Companies Act 2006 and to expire at the conclusion of the next Annual General Meeting or on 30 June 2015, whichever is the earlier but, in each case, 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 to convert any security into shares to be granted after the authority ends.

For the purposes of this resolution, "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 pages 9 and 10

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Disapplication of pre-emption rights

1. That subject to the passing of Resolution 17 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 £499,329; 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 2015 or on 30 June 2015, 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 17 above.

See note on pages 9 and 10

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 pages 10 and 11

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Note:

Resolutions 1 to 16 inclusive and resolutions 18 and 20 will be proposed as ordinary resolutions. Resolutions 17, 19, and 21 will be proposed as special resolutions.

By order of the Board

John Hickey
Company Secretary
7 April 2014

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

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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 2013.

Resolution 2 – Annual Report on Remuneration

The Annual Report on Remuneration (the "Report") is included on pages 83 to 105 in the Annual Report and Accounts and gives details of the Directors' remuneration for the year ended 31 December 2013. Shareholders will be asked to approve the Report, which complies with the requirements of the Companies Act 2006 for a report on the remuneration of all Directors, both Executive and Non-Executive. This is an advisory vote.

The Company's auditors, Deloitte LLP, have audited those parts of the Directors' Remuneration Report that are required to be audited and their report can be found on pages 109 to 112 of the Annual Report and Accounts.

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

Resolution 3 – Directors' Remuneration Policy

The Directors' Remuneration Policy (the "Policy") is included on pages 86 to 89 in the Annual Report and Accounts and sets out the Company's proposed policy on Directors' remuneration. It complies with the new requirements of the Companies Act 2006 for a company to seek shareholder approval for the Policy at least every three years, or when the Policy changes. This is a binding vote.

The Directors' Remuneration Report sets out the performance measures we will use for share awards under the Performance Share Plan (PSP) and Deferred Bonus Plan (DBP) for 2014. At the time the report was finalised the Committee was undertaking a consultation with major shareholders on the target range for EPS, taking into account the difficult period from which Serco is now emerging which has reduced near term growth potential and added costs to strengthen the business. That consultation has now been completed, and details of the EPS target range are available on our website at www.serco.com/agm

Subject to approval at the AGM the policy will take effect from 8 May 2014.

Resolution 4 - Final dividend

Shareholders will be asked to declare a final dividend of 7.45 pence per ordinary share for the year ended 31 December 2013. If approved, the dividend will be paid on 14 May 2014 to shareholders on the register of members at the close of business on 14 March 2014.

Resolutions 5 to 14 - 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 with the exception of Rupert Soames, can be found on pages 62 to 64 of the Company's Annual Report and Accounts on the Company's website (www.serco.com/about/ataglance/profiles).

Given the extent of change during, and the exceptional events of, 2013 which in turn caused Board activity that was abnormal both in quantum and nature it was decided that it would not be constructive to undertake a normal annual internal review of Board effectiveness. The reviews that were undertaken during 2013 into the Company's culture and systems of control extended to the Board and the Board discussed their findings which in turn resulted in changes to the Company's

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governance framework, including Board composition. 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 Rupert Soames who is standing for election as an Executive Director following his appointment to the board on 8 May 2014 and Mike Clasper, Rachel Lomax and Tamara Ingram who are standing for election as Non-Executive Directors following their appointments to the Board on 3 March 2014, having undergone a process of careful review and selection prior to their appointments, the Board considers that Rupert, Mike, Rachel and Tamara will make effective contributions to both the Board and the Company and fully supports their elections.

With reference to Ed Casey who is standing for election as an Executive Director following his appointment to the Board on 25 October 2013, the Board fully supports his election.

Resolutions 15 and 16 - Reappointment and remuneration of auditor

The appointment of Deloitte LLP as auditor of the Company terminates at the conclusion of the Annual General Meeting. They have advised of their willingness to stand for re-election as auditor of the Company until the conclusion of the Annual General Meeting in 2015. The Directors recommend their reappointment and seek authority to set their remuneration.

Resolution 17 - Share buybacks

Authority is sought to purchase up to 49,932,919 shares which is equivalent to approximately 10% of the ordinary issued share capital of the Company as at 25 March 2014, until the earlier of the conclusion of the Annual General Meeting in 2015 or on 30 June 2015, continuing the authority granted by the shareholders at previous Annual General Meetings.

Resolution 17 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 25 March 2014, the latest practicable date prior to posting of this document, there were options outstanding to subscribe for 17,836,678 ordinary shares, representing 3.57% of the Company's issued ordinary share capital. If the authority given by resolution 17 were to be fully used, that percentage would increase to 3.97% of the Company's ordinary issued share capital. The Company has no warrants in issue in relation to its shares.

Resolutions 18 and 19 - Directors' authority to allot shares and disapplication of pre-emption rights

At this Annual General Meeting, the Directors are seeking authority under paragraph (i) of resolution 18 to allot new shares and grant rights to subscribe for, or convert other securities into, shares up to a

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maximum nominal value of £3,295,573, which is equivalent to approximately 33% of the Company's issued ordinary share capital as at 25 March 2014.

Further, the Directors are seeking an additional authority under paragraph (ii) of resolution 18 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 £3,295,573, 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 19 to allot new shares pursuant to the authority given by paragraph (ii) of resolution 18, 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 £499,329 equivalent to 5% of the Company's total issued equity share capital as at 25 March 2014, 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 19 to allot new shares pursuant to the authority given by paragraph (ii) of resolution 18, 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 25 March 2014, 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 2015 and at the conclusion of the Annual General Meeting in 2015.

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 20 - 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 2015 Annual General Meeting of the Company when the Directors intend to seek renewal of this authority.

Resolution 21 - Notice of general meetings

This resolution is required to reflect the changes made to the Companies Act 2006 by the Shareholders' Rights Regulations, which increased the notice period for general meetings of the Company to 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.) Shareholders approved this at last year's annual general meeting and in order to preserve this ability, Resolution 21 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

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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.

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.

2. 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 no later than 48 hours prior to the Annual General Meeting or at www.sharevote.co.uk, no later than 11.00am on Tuesday 6 May 2014.

3. 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.

4. 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.

5. 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.

6. 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 6 May 2014 (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.

7. As at 25 March 2014 (being the last business day prior to the publication of this Notice) the Company's issued share capital consists of 499,329,185 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 25 March 2014 are 499,329,185.

8. 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.

9. 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/). 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 6 May 2014. 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.

10. 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.

11. 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.

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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.

2. 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.

3. 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.

4. A copy of this notice, and other information required by s311A of the Companies Act 2006, can be found at www.serco.com.

5. 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.

6. 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.

7. 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.

The same documents will also be available for inspection at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ 15 minutes before the commencement of the Annual General Meeting on 8 May 2014 until it ends.

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AGM Arrangements

Venue

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

Travel Information

10 Upper Bank Street is fully accessible by all major transport links in the capital.

By Tube

10 Upper Bank Street is situated less than 5 minutes walk from Canary Wharf station on the Jubilee line. The Docklands Light Railway also connects at Canary Wharf station.

By Bus

Canary Wharf station connects with local bus numbers D3, D7, D8, 277.

By Car

10 Upper Bank Street is within easy reach of principal arterial routes into London. There is no parking outside 10 Upper Bank Street however; Canary Wharf has four underground public car parks, the nearest to 10 Upper Bank Street being Jubilee Place car park.

Special Needs

10 Upper Bank Street features disabled access at the main entrance in Upper Bank Street. All rooms have disabled access.

There is an integrated Audio Induction Loop in the Auditorium where the meeting 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.

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