Serco Group PLC — Proxy Solicitation & Information Statement 2020

Mar 19, 2020

serco

Serco Group plc

Notice of Annual General Meeting

14 May 2020

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.

---

serco

Contents

Summary and explanation of the resolutions 2

Directors' biographies 5

Notice of Annual General Meeting 7

Notes 11

AGM information 13

Dear Shareholder

I am pleased to invite you to attend Serco Group plc's Annual General Meeting ("AGM") to be held at 11.00am on Thursday 14 May 2020 at the offices of Clifford Chance, 10 Upper Bank Street, Canary Wharf, London E14 5JJ.

The formal notice of AGM is set out on pages 7 to 10 of this document and explanatory notes on the business to be considered appear on pages 2 to 4.

Your Board believes that the proposals described in this document are in the best interests of Serco Group plc and its shareholders as a whole and unanimously recommend that you vote in favour of all of the resolutions, as the Directors intend to do in respect of their own holdings.

The Board welcomes the opportunity the AGM provides to explain the Company's performance and strategy and to engage directly with our shareholders and I very much hope that you will be able to attend. However, if you cannot attend the meeting but would like to vote on the resolutions, please complete the proxy form sent to you with this notice and return it to our registrars to arrive no later than 11.00am on Tuesday 12 May 2020.

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

Sir Roy Gardner

Chairman

19 March 2020

Serco Group plc

Serco House, 16 Bartley Wood Business Park, Bartley Way,

Hook, Hampshire, RG27 9UY United Kingdom

Serco Group plc Notice of Annual General Meeting 2020

---

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 2019.

Resolution 2 – Annual Report on Remuneration

Shareholders will be asked to approve the Annual Report on Remuneration (the "Remuneration Report") which is set out on pages 124 to 148 in the Annual Report and Accounts and gives details of the Directors' remuneration for the year ended 31 December 2019. This is an advisory vote and the Directors' entitlement to remuneration is not conditional upon passing the resolution.

The Company's external auditor, KPMG LLP has audited those parts of the Annual Report on remuneration that are required to be audited and their report can be found on pages 156 to 166 of the Annual Report and Accounts.

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

Resolution 3 – Final Dividend

The Board is recommending a final dividend for the financial year ended 31 December 2019 of 1.0 pence per ordinary share. If approved by shareholders at the AGM, the final dividend will be paid on 5 June 2020 to shareholders on the register of members of the Company at 6.00pm on 15 May 2020.

Resolutions 4 to 12 – Re-election of Directors

In accordance with the requirements of the UK Corporate Governance Code all the Directors will retire and offer themselves for re-election at the Annual General Meeting.

Following an internal performance evaluation conducted during the year and having considered the performance of and contribution made by each of the Directors, the Board believes that all Directors continue to be effective and to demonstrate commitment to their roles and that their respective skills complement each other to enhance the overall operation of the Board.

The Board has also considered whether the Independent Non-Executive Directors are free from relationships which could materially interfere with the exercise of their independent judgement and has concluded that each of them continues to be independent.

Directors' biographies, including an explanation of why each Director's contribution continues to be important to the Company's long-term sustainable success, can be found on pages 5 and 6 of this document and on pages 102 and 103 of the Annual Report and Accounts.

Resolutions 13 and 14 – Appointment and remuneration of auditor

The appointment of KPMG LLP as auditor of the Company terminates at the conclusion of the AGM. They have advised of their willingness to stand for reappointment as auditor of the Company until the conclusion of the annual general meeting in 2021. The Board, on the recommendation of the Audit Committee, proposes that KPMG LLP should be re-appointed and that the Audit Committee is authorised to agree their remuneration.

Resolution 15 – Directors' authority to allot shares

Resolution 15 seeks shareholder approval to renew the Directors' authority to allot shares.

The Investment Association guidelines on directors' authority to allot shares state that its members will permit, and treat as routine, resolutions seeking authority to allot shares representing up to two thirds of the Company's issued share capital. The guidelines provide that the extra routine authority (that is, the authority to allot shares representing the additional one third of the Company's issued share capital) should only be used to allot shares pursuant to a fully preemptive rights issue.

In accordance with these guidelines, the Board seeks the shareholders' authority to allot shares in the capital of the Company up to a maximum nominal amount of £16,311,740, representing approximately two thirds of the Company's issued ordinary share capital as at 12 March 2020 (the latest practicable date prior to publication of this notice). Of this amount, £8,155,870 (representing approximately one third of the Company's issued ordinary share capital) can only be allotted pursuant to a rights issue.

It is the Company's policy to seek renewal of these authorities annually and the authorities sought under paragraphs (i) and (ii) of this resolution will expire at the end of the Company's next annual general meeting or, if earlier, 6.00pm on 30 June 2021.

Serco Group plc Notice of Annual General Meeting 2020

---

Summary and explanation of the resolutions continued

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 12 March 2020 (the latest practicable date prior to publication of this notice), the Company does not hold any ordinary shares in the capital of the Company in treasury.

Resolutions 16 and 17 – 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 shareholders, in proportion to their existing holdings.

If the authority to allot shares is granted to the Directors under resolution 15, resolutions 16 and 17 will give the Directors authority to allot shares for cash in certain circumstances without complying with such pre-emption rights.

Apart from issues of ordinary shares pursuant to the terms of the Company's employee share and incentive schemes, the Directors have no present intention of utilising these authorities to undertake a rights issue or to allot new shares.

The Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities without making a pre-emptive offer to existing shareholders. This cannot be done under the Companies Act 2006 unless the shareholders have first waived their pre-emption rights. The purpose of resolutions 16 and 17, which are each proposed as special resolutions, is to enable shareholders to waive their pre-emption rights.

Resolution 16 authorises the Directors to allot new shares, pursuant to the authority given by resolution 15, or to sell treasury shares for cash:

(a) up to a nominal amount of £16,311,740, representing approximately two thirds of the Company's issued ordinary share capital, to existing shareholders on a pre-emptive basis. However, unless the shares are allotted pursuant to a rights issue (rather than an open offer), the Directors may only allot shares up to a nominal amount of £8,155,870, (representing approximately one third of the Company's issued ordinary share capital) (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); and/or

(b) otherwise up to a nominal value of £1,223,380, equivalent to approximately 5% of the total issued ordinary share capital of the Company as at 12 March 2020,

in each case without the shares first being offered to shareholders in proportion to their existing holdings.

Resolution 17 additionally authorises the Directors to allot new shares (or sell treasury shares) for cash, without the shares first being offered to existing shareholders in proportion to their existing holdings, in connection with the financing (or refinancing, if the authority is to be used within six months after the original transaction) of an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment. The authority under resolution 17 is limited to a nominal value of £1,223,380, equivalent to approximately 5% of the nominal value of the ordinary share capital of the Company in issue on 12 March 2020.

The Directors intend to adhere to the provisions in the Pre-Emption Group's Statement of Principles, published in 2015, and not to allot shares for cash on a non pre-emptive basis either in excess of an amount equal to 5% of the total issued ordinary share capital of the Company (excluding treasury shares) or in excess of an amount equal to 7.5% of the total issued ordinary share capital of the Company (excluding treasury shares) within a rolling three-year period, without prior consultation with shareholders. Adherence to the Pre-Emption Group's Statement of Principles would not preclude issuances under the authority sought under resolution 17.

Resolutions 16 and 17 comply with the Investment Association's share capital management guidelines and follow the resolution templates issued by the Pre-Emption Group in May 2016.

If the resolutions are passed, the authorities will expire at the end of the Company's next annual general meeting or, if earlier, 6.00pm on 30 June 2021.

Resolution 18 – Share buybacks

Authority is sought to make market purchases of the Company's own shares for up to 122,338,063 shares which is equivalent to approximately 10% of the ordinary issued share capital of the Company (excluding treasury shares) as at 12 March 2020 (being the latest practicable date prior to publication of this notice), until the earlier of the conclusion of the annual general meeting in 2021 or 6.00pm on 30 June 2021, continuing the authority granted by the shareholders at previous annual general meetings.

Serco Group plc Notice of Annual General Meeting 2020

---

Resolution 18, proposed as a special resolution, specifies the maximum number of shares that may be purchased and the minimum and maximum prices at which they may be bought. The Board will have regard to investor group guidelines which may be in force at the time of any such purchase, holding or re-sale of shares held in treasury. The Directors would use the share purchase authority with discretion and purchases would only be made from funds not required for other purposes and in light of the market conditions prevailing at the time.

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 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.

While the Company does not currently hold any treasury shares, and the Directors have no present intention of exercising the authority to make market purchases, 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.

On 12 March 2020, the latest practicable date prior to publication of this notice, there were options outstanding to subscribe for 25,436,162 ordinary shares, representing approximately 2.08% of the Company's issued ordinary share capital as at 12 March 2020. If the existing authority given on 9 May 2019 and the authority being sought under Resolution 18 were to be fully used, that percentage would increase to approximately 2.57% of the Company's ordinary issued share capital (excluding treasury shares). The Company has no warrants in issue in relation to its shares.

Resolution 19 – 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 defines political organisations and political donations in a broad manner. This resolution does not purport to authorise any particular donation or expenditure but is expressed in general terms as required by the Companies Act 2006 and is intended to authorise normal donations and expenditure. The authority sought will, if granted, last until the conclusion of the 2021 annual general meeting of the Company (or, if earlier, 6.00pm on 30 June 2021) when the Directors currently intend to seek renewal of this authority.

Resolution 20 – 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 it is equivalent to the authority granted to the Directors at last year's annual general meeting.

The minimum notice period permitted by the Companies Act 2006 for general meetings (other than annual general meetings) is 21 clear days' notice. However, the Companies Act 2006 allows companies to approve a shorter notice period of at least 14 clear days (other than for annual general meetings). Annual general meetings will continue to be held on at least 21 clear days' notice. Shareholders approved this resolution at last year's annual general meeting and in order to preserve this ability, this resolution seeks such approval again. The approval will again be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed. The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole.

In order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting.

Serco Group plc Notice of Annual General Meeting 2020

---

Directors' biographies

05
Serco Group plc Notice of Annual General Meeting 2020

| Sir Roy Gardner
Chairman | Rupert Soames OBE
Group Chief Executive Officer | Angus Cockburn
Group Chief Financial Officer | John Rishton
Senior Independent Non-Executive Director | Kirsty Bashforth
Independent Non-Executive Director |
| --- | --- | --- | --- | --- |
| | | | | |
| Appointed to the Board
June 2015 (Chairman since July 2015) | Appointed to the Board
May 2014 | Appointed to the Board
October 2014 | Appointed to the Board
September 2016 | Appointed to the Board
September 2017 |
| Skills and experience
Sir Roy Gardner is an experienced chairman with over 40 years' experience in both executive and non-executive roles in a variety of businesses in the services, energy, industrial, chemicals, electronics, insurance and leisure sectors.
He is a Fellow of the Chartered Association of Certified Accountants and the City and Guilds Institute and has an Honorary Doctorate from Thames Valley University. | Skills and experience
Rupert Soames is an experienced chief executive officer having held the role for nearly 20 years in other companies before joining Serco as Chief Executive in 2014.
He studied Politics, Philosophy and Economics at Oxford University, where he is now a visiting fellow, and was President of the Oxford Union. | Skills and experience
Angus Cockburn is a chartered accountant with considerable experience gained in a variety of sectors before joining Serco in 2014.
He has an MBA from the IMD Business School in Switzerland, is an Honorary Professor at the University of Edinburgh and a member of the Institute of Chartered Accountants of Scotland. | Skills and experience
John Rishton has considerable experience in chief executive and chief financial officer roles gained from a variety of companies during a period of around 40 years.
He has a BA in Economics from Nottingham University and is a Fellow of the Chartered Institute of Management Accountants. | Skills and experience
Kirsty Bashforth is an experienced board member within the construction, services, consumer goods and education industries, with expertise in change management, safety and risk management, organisational culture and leadership.
She has an MA (Cantab) in Economics from the University of Cambridge.
She has been running her own corporate advisory business, QuayFive Limited, since 2016. |
| Previous roles
Chairman of Compass Group PLC, Connaught plc and Manchester United and Plymouth Argyle football clubs.
Chief Executive of Centrica plc, Managing Director of GEC-Marconi Limited and a Director of GEC plc, Senior Independent Director of William Hill plc and a Non-Executive Director of Willis Group Holdings Limited and Laporte plc.
Chairman of the Advisory Board of the Energy Futures Lab at Imperial College London, the Apprenticeship Ambassadors Network and Mainstream Renewable Power Limited and Senior Adviser to Credit Suisse. | Previous roles
Chief Executive of Aggreko plc and the Banking and Securities Division of Misys plc.
Senior Independent Director and a member of the Remuneration, Nomination and Audit Committees of Electrocomponents plc.
Current external commitments
Senior Independent Director and a member of the Audit, Nomination and Remuneration Committees of DS Smith Plc. | Previous roles
Chief Financial Officer and Interim Chief Executive of Aggreko plc, Managing Director of Pringle of Scotland and senior finance positions at PepsiCo Inc including Regional Finance Director for Central Europe. Non-Executive Director of Howdens Joinery Group plc and Senior Independent Director and a member of the Audit, Remuneration and Nomination Committees of GKN plc.
Current external commitments
Senior Independent Director, Chair of the Audit Committee and a member of the Nomination and Remuneration Committees of Ashtead Group plc. | 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.
Current external commitments
Non-Executive Director and Chair of the Audit Committee of Unilever plc.
Non-Executive Director and Chair of the Audit Committee of Informa plc.
Non-Executive Director of Associated British Ports. | Previous roles
Senior executive at BP plc having spent over 24 years with the company in a variety of commercial roles, including Group Head of Organisational Effectiveness, where she led BP's global agenda on culture, diversity and change management.
Non-Executive Director, Chair of the Remuneration and People Committee and a member of the Audit & Risk and Reputation & Ethics Committees of GEMS MENASA Holdings Limited.
Governor of Leeds Beckett University and Ashville College.
Current external commitments
Non-Executive Director, Chair of the Safety, Health and Environment Committee and a member of the Nomination, Remuneration, Risk Management and Audit Committees of Kier Group plc.
Non-Executive Director and a member of the Remuneration and Good4Business Committees of PZ Cussons plc.
Non-Executive Director and Chair of the Remuneration Committee of Diaverum AB.
Director of QuayFive Limited. |
| Current external commitments
Chairman of Pressure Technologies plc.
Senior Independent Director of Mainstream Renewable Power Limited.
Chairman of the Board of Governors at St. Albans School.
Chairman of R.A.G. Associates Limited. | | | | |

---

Key to Committee membership (Red highlight denotes Chair)

A Audit Committee
N Nomination Committee
R Remuneration Committee
C Corporate Responsibility Committee
GR Group Risk Committee

Eric Born
Independent Non-Executive Director

Ian El-Mokadem
Independent Non-Executive Director

Lynne Peacock
Independent Non-Executive Director

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

---

Notice of Annual General Meeting

Notice is hereby given that the 2020 Annual General Meeting ("AGM") of Serco Group plc ("Serco" or "the Company") will be held at the offices of Clifford Chance, 10 Upper Bank Street, Canary Wharf, London E14 5JJ on Thursday 14 May 2020 at 11.00am to consider and, if thought fit, pass the resolutions detailed below. Resolutions 1 to 15 and 19 are proposed as ordinary resolutions and resolutions 16 to 18 and 20 as special resolutions:

Annual Report and Accounts

1. To receive the Annual Report and Accounts for the year ended 31 December 2019.

Remuneration Report

1. To approve the Directors' Remuneration Report for the year ended 31 December 2019 as set out on pages 124 to 148 of the Annual Report and Accounts.

Final Dividend

1. To declare a final dividend of 1.0 pence per ordinary share for the financial year ended 31 December 2019.

R-election of Directors

1. To re-elect Sir Roy Gardner as a Director.
2. To re-elect Rupert Soames as a Director.
3. To re-elect Angus Cockburn as a Director.
4. To re-elect Kirsty Bashforth as a Director.
5. To re-elect Eric Born as a Director.
6. To re-elect Ian El-Mokadem as a Director.
7. To re-elect Rachel Lomax as a Director.
8. To re-elect Lynne Peacock as a Director.
9. To re-elect John Rishton as a Director.

Appointment and remuneration of auditor

1. To reappoint KPMG LLP as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting of the Company at which accounts are laid.
2. To authorise the Audit Committee 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:

i) up to an aggregate nominal amount of £8,155,870; and
ii) comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to a further aggregate nominal amount of £8,155,870 in connection with an offer by way of a rights issue,

such authorities to apply after this resolution is passed in substitution for all existing authorities pursuant to Section 551 of the Companies Act 2006 and to expire at the conclusion of the Company's next annual general meeting or 6.00pm on 30 June 2021, 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.

Serco Group plc Notice of Annual General Meeting 2020

---

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 for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases to such limits or restrictions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

Disapplication of pre-emption rights

1. To resolve that, in substitution for all existing authorities and subject to the passing of resolution 15 above, the Directors be generally empowered 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 15 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:

(a) to the allotment of equity securities and/or sale of treasury shares for cash in connection with an offer of, or an invitation to apply for, equity securities (but in the case of an allotment pursuant to the authority granted by paragraph (ii) of resolution 15, such authority shall be limited to the allotment of equity securities in connection with an offer by way of a rights issue only):

(i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(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; and

(b) to the allotment of equity securities pursuant to the authority granted by paragraph (i) of resolution 15 and/or sale of treasury shares for cash (in each case otherwise than in the circumstances set out in paragraph (a) of this resolution 16) up to a nominal amount of £1,223,380 calculated, in the case of equity securities which are rights to subscribe for, or to convert securities into, ordinary shares by reference to the aggregate nominal amount of relevant shares which may be allotted pursuant to such rights,

such authority to apply until the end of the Company's next annual general meeting after this resolution is passed (or, if earlier, until 6.00pm on 30 June 2021) unless previously renewed, varied or revoked by the Company in general meeting but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the authority expires and the Directors may allot equity securities and/or sell treasury shares under any such offer or agreement as if the authority had not expired.

For the purpose of this resolution 16, "rights issue" has the same meaning as in resolution 15 above.

Serco Group plc Notice of Annual General Meeting 2020
08

---

09
Serco Group plc Notice of Annual General Meeting 2020

Notice of Annual General Meeting continued

1. That, in addition to any authority granted under resolution 16, and subject to the passing of resolution 15, the Directors be generally empowered 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 15 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:

(i) limited to the allotment of equity securities and/or sale of treasury shares for cash up to an aggregate nominal amount of £1,223,380 calculated, in the case of equity securities which are rights to subscribe for, or to convert securities into, ordinary shares by reference to the aggregate nominal amount of relevant shares which may be allotted pursuant to such rights; and

(ii) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre Emption Rights most recently published by the Pre Emption Group prior to the date of this notice,

such authority to apply until the end of the Company's next annual general meeting (or, if earlier, 6.00pm on 30 June 2021) unless previously renewed, varied or revoked by the Company in general meeting but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require equity securities to be allotted or rights to subscribe for or to convert any security into shares to be granted (and/or treasury shares to be sold) after the authority expires and the Directors may allot equity securities or grant such rights (and/or sell treasury shares) under any such offer or agreement as if the authority conferred hereby had not expired.

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:

a) the maximum aggregate number of ordinary shares that may be purchased under this authority is 122,338,063 (representing 10% of the issued ordinary share capital of the Company);

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);

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;

d) this authority will expire at the conclusion of the Company's next annual general meeting or 6.00pm on 30 June 2021, whichever is the earlier; 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.

---

Serco Group plc Notice of Annual General Meeting 2020

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 to 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, 30 June 2021 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 £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.

By order of the Board

David Eveleigh
Group General Counsel and Company Secretary
19 March 2020

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

Registered in England and Wales
Company number 02048608

10

---

Serco Group plc Notice of Annual General Meeting 2020

Notice of Annual General Meeting continued

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 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.

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 or at www.sharevote.co.uk no later than 48 hours prior to the AGM, being no later than 11.00am on Tuesday 12 May 2020. 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.

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 AGM 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 AGM. 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 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.

6. 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 12 May 2020 (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.

7. 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.

8. 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 Tuesday 12 May 2020. 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.

9. 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.

10. 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.

11. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

---

1. Under section 527 of the Companies Act 2006 members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the 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 (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment of the company's constitution or otherwise), (b) it is defamatory of any person, or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the company not later than the date six clear weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.

2. 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.

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

4. 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 notified to the Financial Conduct Authority once the votes have been counted and verified.

5. 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.

6. The Directors' Service Contracts and letters of appointment for the Non-Executive Directors are available for inspection during normal business hours (Saturdays, Sundays and Bank Holidays excepted) 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 Company Secretarial Department 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 14 May 2020 and until the closure of the meeting.

1. As at 12 March 2020 (being the latest practicable date prior to the publication of this Notice) the Company's issued share capital consists of 1,223,380,637 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 12 March 2020 are 1,223,380,637.

Serco Group plc Notice of Annual General Meeting 2020
12

---

AGM information

Venue

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

Travel Information

The venue is fully accessible by public transport:

By Tube

The nearest underground station is Canary Wharf and the nearest DLR station is Heron Quays, each of which are a short walk away. 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

By Car

The venue is located within walking distance of the public car park, Jubilee Place Car Park: Entrance 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 security to the main reception area; should you require any assistance, please ask security 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 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.

Serco Group plc Notice of Annual General Meeting 2020

---

Serco Group plc Notice of Annual General Meeting 2020

---

serco

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