serco

Serco Group plc Notice of Annual General Meeting 2026

10:30am on Wednesday, 22 April 2026
The offices of Clifford Chance LLP
10 Upper Bank Street
London, E14 5JJ

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about the proposals referred to in this document or as to the actions you should take, you should seek your own advice from a stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all of your shares in Serco Group plc, you should forward this document and the accompanying documents to the purchaser or transferee, or the person who arranged the sale or transfer, so that they can pass them to the person who now holds the shares.

serco

Summary and explanation of the Resolutions 2

Directors' biographies 5

Notice of Annual General Meeting 7

AGM information 11

Dear Shareholder

Notice of Annual General Meeting (AGM) of Serco Group plc (the Company)

I am pleased to invite you to attend the Company's AGM to be held at 10:30am on Wednesday, 22 April 2026 at the offices of Clifford Chance LLP, 10 Upper Bank Street, London, E14 5JJ, which will be my first as Chair. The AGM will be a physical-only meeting to enable shareholders to meet the Board and ask questions. I also encourage you to monitor our website and announcements via the Regulatory Information Service for any updates in respect of the AGM arrangements.

Business of the meeting

The formal notice of AGM is set out on pages 7 and 8 of this document and an explanation of the business to be considered is on pages 2 to 4. A couple of matters to draw your attention to:

Board changes and Director election/re-election (Resolutions 4(a) to (j))

In accordance with the UK Corporate Governance Code 2024 (the Code), all members of the Board will stand for election/re-election. I joined the Board on 1 August 2025 and became Chair on 1 January this year. Mark Reid joined the Board as Group Chief Financial Officer on 6 March 2026. Mark and I will therefore be seeking election for the first time since our appointments. The biographical details of each Director standing for election/re-election are provided on pages 5 and 6 of this document.

Increase to the Non-Executive Directors' fees cap (Resolution 13)

The Articles of Association (the Articles) provide that the basic fees for Non-Executive Directors (including the Board Chair) are subject to a maximum aggregate annual cap of £1,000,000. In order to ensure sufficient headroom for any potential future fee increases, this resolution is proposing an increase to the fees cap to £1,500,000.

Voting

Your vote is important to us. Voting on all resolutions at the AGM will be by way of a poll and will reflect all proxy instructions duly received. I would encourage you to submit your voting instructions as early as possible by appointing a proxy, regardless of whether you intend to attend the AGM in person or not. There are several ways to submit your voting instructions before the meeting:

by appointing your proxy using the hard copy proxy form, which accompanies this notice;
by appointing your proxy electronically as detailed in Note 7 on page 9;
if you are a CREST member, by appointing your proxy through the CREST proxy appointment service as detailed in Note 8 on page 9; or
if you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, as detailed in Note 9 on page 10.

Our Registrar, Equiniti, must receive your proxy voting instructions by no later than 10:30am on Monday, 20 April 2026 in order for them to be considered valid.

Shareholder questions

We value engagement with our shareholders. I would encourage shareholders to submit questions relating to the business of the AGM ahead of the meeting by email to [email protected] by 10:30am on Monday, 20 April 2026. Where appropriate, we will provide written answers to questions. For those attending in person, you have the opportunity to ask questions during the meeting itself.

Recommendation

Your Board believes all the resolutions to be put to the AGM are in the best interests of the Company and its shareholders as a whole and unanimously recommends that you vote in favour of all resolutions, as the Directors intend to do in respect of their own holdings. The results of the voting at the AGM will be announced via the London Stock Exchange Regulatory Information Service and published on our website as soon as practicable following the conclusion of the AGM.

On behalf of the Board, I would like to thank you for your continued support and look forward to meeting those who are attending the AGM.

Yours sincerely

Keith Williams

Chair

18 March 2026

Serco Group plc

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

Registered in England and Wales Company Number 02048608

Serco Group plc | Notice of Annual General Meeting 2026

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 2025.

Resolution 2 - Directors' Remuneration Report

The Directors' Remuneration Report is set out on pages 105 to 126 (inclusive) in the 2025 Annual Report and Accounts and gives details of the Directors' remuneration for the year ended 31 December 2025. Shareholders will be asked to approve the Directors' Remuneration Report. This is an advisory vote, and the Directors' entitlement to remuneration is not conditional upon passing this 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. The full policy can be found in the 2023 Annual Report and Accounts available on the Company's website.

The Company's external auditor, Ernst & Young LLP, has audited those parts of the Directors' Remuneration Report that are required to be audited and their report can be found on pages 136 to 149 (inclusive) of the 2025 Annual Report and Accounts.

Resolution 3 - Final dividend

The Board recommends a final dividend for the financial year ended 31 December 2025 of 3.05 pence per ordinary share.

If approved by shareholders at the AGM, this will be paid on 8 May 2026 to shareholders on the register of members of the Company at 6:00pm on 10 April 2026.

The final dividend declared cannot exceed the amount recommended by the Board.

Dividends will not be paid to any sanctioned person or to any person who cannot confirm that they have not been sanctioned, if requested to do so.

Resolutions 4(a) to (j) - Election and re-election of Directors

In accordance with the requirements of the Code, all Directors will retire and offer themselves for election or re-election at the AGM. Keith Williams and Mark Reid joined the Board on 1 August 2025 and 6 March 2026 respectively and are standing for election for the first time at this AGM.

Keith Williams is an experienced Board Chair and brings extensive leadership and listed board experience from a range of industries. Mark Reid has over 25 years' international senior finance experience across the telecommunications, technology and travel sectors.

The biographical information for each Director standing for election or re-election illustrates why each Director's contribution is, and continues to be, important to the Company's long-term sustainable success. Following the internal Board and Committee performance review process, the Nomination Committee and the Board have confirmed that each Director standing for election/re-election brings considerable knowledge and wide-ranging skills and experience to the Board, demonstrates commitment and is effective in role and, in the case of each of the Non-Executive Directors, is independent.

Resolutions 5 and 6 - Reappointment and remuneration of external auditor

Resolution 5 seeks approval for the reappointment of Ernst & Young LLP as the Company's external auditor until the conclusion of the next general meeting at which accounts are laid before the Company, following the recommendation of the Audit Committee and the Board. Resolution 6 seeks authorisation for the Audit Committee on behalf of the Board to agree the external auditor's remuneration.

Resolution 7 - Directors' authority to allot shares

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

The Share Capital Management Guidelines published by the Investment Association in 2023 state 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 these guidelines.

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 £13,227,196 representing approximately two thirds of the Company's total issued ordinary share capital (excluding treasury shares) as at 11 March 2026 (the latest practicable date prior to publication of this notice (the Latest Practicable Date)). Of this amount, £6,613,598 (representing approximately one third of the Company's total 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, 6:00pm on 30 June 2027.

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 the Latest Practicable Date, the Company held 685,703 shares in treasury.

Serco Group plc | Notice of Annual General Meeting 2026

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), company law requires that these shares are offered first to existing shareholders, in proportion to their existing holdings.

Resolutions 8 and 9 seek to give the Directors authority to allot shares in the capital of the Company (pursuant to the authority granted under Resolution 7) for cash without complying with the pre-emption rights in the Companies Act 2006 in certain circumstances up to a maximum of 24% of the Company's issued share capital (excluding treasury shares) as at the Latest Practicable Date.

This would provide the Directors with 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 under section 561 of the Companies Act 2006. This cannot be done under the Companies Act 2006 unless the shareholders have first waived their statutory pre-emption rights.

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 Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group in November 2022 (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-preemptive basis:

(a) up to a nominal amount of £13,227,196, representing approximately two thirds of the Company's total 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, £6,613,598, representing approximately one third of the Company's total 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 £2,004,120, equivalent to approximately 10% of the total issued ordinary share capital of the Company (excluding treasury shares) as at the Latest Practicable Date for general corporate purposes; or

(c) otherwise up to a nominal amount of £400,824, equivalent to approximately 2% of the total issued ordinary share capital of the Company (excluding treasury shares) as at the Latest Practicable Date 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) an additional nominal value of £2,004,120, equivalent to approximately 10% of the total issued ordinary share capital (excluding treasury shares) as at the Latest Practicable Date for the purposes of making an acquisition or a specified capital investment as described in the Pre-Emption Group Principles; and

(b) a nominal amount of £400,824, equivalent to approximately 2% of the total issued ordinary share capital of the Company (excluding treasury shares) as at the Latest Practicable Date 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 total issued ordinary share capital of the Company (excluding treasury shares) 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 the total 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-preemptive 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.

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 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, 6:00pm on 30 June 2027.

Serco Group plc | Notice of Annual General Meeting 2026

Summary and explanation of the Resolutions continued

Resolution 10 - Purchase of own shares

On 5 March 2026, the Company announced its intention to commence a programme to repurchase its own shares up to a value of £75 million. The buyback commenced on 9 March 2026 and is expected to be completed by no later than 31 July 2026. It is intended that any shares repurchased under the programme will be transferred into treasury and subsequently cancelled.

Authority is now sought to make market purchases of the Company's own shares for up to 100,206,031 shares which is equivalent to approximately 10% of the total issued ordinary share capital of the Company (excluding treasury shares) as at the Latest Practicable Date, until the earlier of the conclusion of the annual general meeting in 2027 or, if earlier, 6:00pm on 30 June 2027, 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 resale of shares held in treasury. The Directors would exercise 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 the Latest Practicable Date there were options outstanding to subscribe for 11,392,723 ordinary shares, representing approximately 1.14% of the Company's total issued ordinary share capital (excluding treasury shares) as at the Latest Practicable Date. If the balance of the existing authority given on 24 April 2025 and the authority being sought under Resolution 10 were to be fully used, that percentage would increase to approximately 1.38% 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 relates to Part 14 of the Companies Act 2006, which provides that political donations made by a company to political parties, to other political organisations and to independent election candidates or political expenditure incurred by a company must be authorised in advance by its shareholders. Serco has a policy of not making any political donations. However, it is possible that certain routine activities undertaken by Serco might fall within the wide definition of payments constituting political donations and expenditure as set out in the Companies Act 2006. We therefore ask shareholders annually, in line with standard practice, to approve this limited authority to ensure that the Company does not commit any technical breach of the Companies Act 2006. This resolution, if passed, will grant the Directors the relevant statutory authority until the conclusion of the annual general meeting in 2027 or, if earlier, 6:00pm on 30 June 2027 subject to a total aggregate cap for Serco and its subsidiary companies of £100,000.

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 the 2025 AGM.

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 the 2025 AGM 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, 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 - Increase to the Non-Executive Directors' fees cap

This resolution seeks to increase the current cap on Non-Executive Directors' fees which is set out in the Articles (Article 69.1). The Articles provide that the basic fees for Non-Executive Directors (including the Board Chair) are subject to a maximum aggregate annual fee of £1,000,000, or as otherwise approved by ordinary resolution. This cap has been in place since 2018. In order to ensure sufficient headroom for any potential future fee increases, this resolution is proposing an increase to the cap to £1,500,000 per annum in aggregate for Non-Executive Directors (including the Board Chair). Any fees payable to the Non-Executive Directors will remain subject to the Company's Directors' Remuneration Policy.

Serco Group plc | Notice of Annual General Meeting 2026

Directors' biographies

Keith Williams CBE
Chair

Anthony Kirby
Group Chief Executive

Mark Reid
Group Chief Financial Officer

Kirsty Bashforth
Independent Non-Executive Director

Independent Non-Executive Director of Buro Happold Limited.

Key to Committee membership

A Audit Committee
C Corporate Responsibility Committee
H Nomination Committee
NI Remuneration Committee
R Risk Committee
S Committee Chair

Serco Group plc

Notice of Annual General Meeting 2026

Directors' biographies continued

Ian El-Mokadem
Independent Non-Executive Director

Victoria Hull
Independent Non-Executive Director

Tim Lodge
Independent Non-Executive Director

Dame Sue Owen
DCB
Independent Non-Executive Director and Designated Non-Executive Director for Colleague Voice

Lynne Peacock
Senior Independent Non-Executive Director

S H M
Appointed 1 July 2017

S Hills and experience
Ian is an experienced chief executive and non-executive director with international experience in driving organic growth, business transformation and acquisitions and disposals across a broad range of large service and utility businesses. He has held leadership roles in both listed and private equity backed businesses.

He was previously Chief Executive Officer of RWS Holdings plc, V. Group and Exova Group plc. Prior to this, he was Group Managing Director, UK & Ireland of Compass Group plc and has held various senior management positions with Centrica plc and Accenture.

Current external commitments
- Senior Advisor at Warburg Pincus LLC.
- Non-Executive Director of United Utilities Group plc.
- Non-Executive Director of Diploma PLC.
- Director of Roegate Consulting Limited.

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

She has previously held the role of Senior Independent Director at Ultra Electronics plc. She was also Senior Independent Director and Chair of the Nomination and Governance Committee at Network International Holdings plc. Her executive experience includes being an Executive Director and General Counsel of Invensys plc and Telewest Communications plc.

Current external commitments
- Chair of Hikma Pharmaceuticals plc.
- Non-Executive Director and Chair of the Remuneration Committee of IMI plc.
- Non-Executive Director and Chair of the Remuneration Committee of IQE plc.

S Hills and experience
Tim has a strong finance and accounting background with over 30 years' experience in senior financial roles within international organisations. He has considerable experience in leading significant strategic and operational transformation and driving commercial performance.

He was previously Non-Executive Director and Chair of the Audit Committee of Aryzta AG and Chair of the Management Committee of the Cordwainers Livery Company. His executive experience includes being the Chief Financial Officer at Tate & Lyle PLC and COFCO International.

Current external commitments
- Non-Executive Director and Chair of the Audit Committee of Howden Joinery Group Plc.
- Non-Executive Director and Chair of the Audit Committee of SSP Group plc.
- Non-Executive Director of Arco Limited.
- Director of An African Canvas (UK) Limited.
- Trustee of Gambia School Support.

S Hills and experience
Dame Sue has significant experience of government and economic policy, having held senior roles in several government departments, including as the Permanent Secretary for the Department for Digital, Culture, Media and Sport. She has held senior posts in the Department for International Development, Foreign Office, HM Treasury and the Department for Work and Pensions, where she acted as the Diversity and Inclusion Champion.

Current external commitments
- Chair of the UK Debt Management Office Advisory Board.
- Supervisory Board member of DAF NV.
- Non-Executive Director of Pool Reinsurance Company Limited.
- Specialist Partner at Flint-Global Advisory.
- Non-Executive Director of Pantheon International plc.
- Non-Executive Director of Methera-Global Communications.
- Chair of the Royal Ballet Governors.
- Royal Automobile Club Board member.

S Hills and experience
Lynne has over 30 years' experience in a range of non-executive and executive positions, including in chief executive officer roles. She has a strong background in brand development, mergers and acquisitions, change management and business transformation.

Lynne has held a range of non-executive director and committee chair appointments with major companies including International Distribution Services plc, the Royal London Mutual Assurance Society, Scottish Water and Standard Life Aberdeen. She was also the Senior Independent Director at TSB Bank plc and Senior Independent Director and Chair of the Remuneration Committee at Nationwide Building Society. Her executive experience includes being the Chief Executive of Woolwich plc and National Australia Bank Limited's UK businesses.

Current external commitments
- Chair of the Royal Mencap Society.

Serco Group plc | Notice of Annual General Meeting 2026

Notice of Annual General Meeting

Notice is hereby given that the 2026 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 Wednesday, 22 April 2026 at 10:30am to consider and, if thought fit, pass the resolutions detailed below. Resolutions 1 to 7, 11 and 13 are proposed as ordinary resolutions and Resolutions 8 to 10 and 12 as special resolutions:

Annual Report and Accounts

To receive the Annual Report and Accounts for the year ended 31 December 2025.

Directors' Remuneration Report

To approve the Directors' Remuneration Report for the year ended 31 December 2025 as set out on pages 105 to 126 of the 2025 Annual Report and Accounts.

Final dividend

To declare a final dividend of 3.05 pence per ordinary share for the financial year ended 31 December 2025.

Election and re-election of Directors

4(a) To elect Keith Williams as a Director.
4(b) To elect Mark Reid as a Director.
4(c) To re-elect Anthony Kirby as a Director.
4(d) To re-elect Kirsty Bashforth as a Director.
4(e) To re-elect Kru Desai as a Director.
4(f) To re-elect Ian El-Mokadem as a Director.
4(g) To re-elect Victoria Hull 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.

Reappointment and remuneration of external auditor

To reappoint 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.
To authorise the Audit Committee, for and on behalf of the Board, to agree the remuneration of the auditor.

Directors' authority to allot shares

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:

(a) up to an aggregate nominal amount of £6,613,598; and
(b) comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to a further aggregate nominal amount of £6,613,598 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 6:00pm on 30 June 2027, 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

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:

(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 paragraphs (a) above) up to an aggregate nominal amount of £2,004,120; 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

Serco Group plc | Notice of Annual General Meeting 2026

Notice of Annual General Meeting continued

resolution is passed (or, if earlier, until 6:00pm on 30 June 2027) 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.

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 to:

(a) the allotment of equity securities and/or sale of treasury shares for cash up to an aggregate nominal amount of £2,004,120 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,

(b) 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 (a) 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 shall expire at the end of the Company's next annual general meeting after this resolution is passed (or, if earlier, 6:00pm on 30 June 2027) 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

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 100,206,031 (representing 10% of the issued ordinary share capital (excluding treasury shares));
(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 2027, 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.

Political donations

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 6:00pm on 30 June 2027 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

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

Increase to the Non-Executive Directors' fees cap

To approve an increase to the current cap on Non-Executive Directors' fees (including the Board Chair) which is set out in Article 69.1 of the Company's Articles of Association (the Articles) from £1,000,000 to £1,500,000.

By order of the Board

Amanda Miller

Group General Counsel and Company Secretary

18 March 2026

Serco Group plc

Serco House, 16 Bartley Wood Business Park,

Bartley Way, Hook, Hampshire, RG27 9UY

Registered in England and Wales Company Number 02048608

Serco Group plc | Notice of Annual General Meeting 2026

Notes:

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. 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.

In order to be valid,an appointment of proxy must be returned by one of the following methods:using the hard copy proxy form, which accompanies this notice to the address set out in Note 2;online by following the instructions for the electronic appointment of a proxy at www.shareview.co.uk (see Note 7 below);in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in Note 8; orinstitutional investors may be able to appoint a proxy electronically via the Proxymity platform in accordance with the procedures set out in Note 9.
2. To be valid, all proxy instructions must be received by post or by hand (during normal UK business hours only) at the Company's Registrar, Equiniti, Aspect House, Spencer Road, Lancing, BN99 6DA or at www.shareview.co.uk no later than 48 hours prior to the AGM (excluding any UK non-working days), being no later than 10:30am on Monday, 20 April 2026. 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 hard copy proxy form, online proxy form (as described in Note 7), any CREST Proxy Instruction (as described in Note 8) or any Proxymity proxy instruction (as described in Note 9) will not prevent a shareholder attending the AGM and voting in person if they wish to do so and will ensure their vote is counted if they plan to attend but are unable to do so. A shareholder must inform the Company's Registrar in writing of any termination of the authority of a proxy.
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 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.
5. The statement of the rights of shareholders in relation to the appointment of proxies in Note 1 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 Monday, 20 April 2026 (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.
7. Shareholders are requested to register the appointment of their proxy electronically through the www.shareview.co.uk website and registering if they have not done so already. They will need to register if they have not done so already and, to do this, they will need their Shareholder Reference Number. Alternatively, shareholders who have already registered with Equiniti Registrar's online portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio at www.shareview.co.uk using their usual user ID and password. Once logged in, simply click ‘view' on the ‘My Investments' page, click on the link to vote and then follow the on screen instructions. Full details and instructions on these electronic proxy facilities are given on the Shareview website.
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 (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.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 10:30am on Monday, 20 April 2026. 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.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, 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.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.

Notice of Annual General Meeting continued

Institutional investors may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Their proxy must be lodged by 10:30am on Monday, 20 April 2026 in order to be considered valid. Before they can appoint a proxy via this process they will need to have agreed to Proxymity's associated terms and conditions. It is important that these are read carefully as the investor will be bound by them, and they will govern the electronic appointment of the proxy.
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).
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.

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 which is 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.
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 [email protected] or by post to Serco Group plc, Serco House, 16 Bartley Wood Business Park, Bartley Way, Hook, Hampshire, RG27 9UY. Where appropriate, the Company will provide written answers to questions. Any pre-submitted questions should be submitted by 10:30am on Monday, 20 April 2026.

A copy of this notice, and other information required by section 311A of the Companies Act 2006, can be found at www.serco.com.
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.
Members may not use any electronic address provided in either this notice of meeting or any related documents (including the 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 AGM should call Equiniti's shareholder helpline on +44 (0) 371 384 2030 (no other methods of communication will be accepted).
The Executive Directors' service contracts and letters of appointment for the Non-Executive Directors 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 and until the conclusion of the meeting.

As at the Latest Practicable Date, the Company's issued share capital consisted of 1,002,060,311 ordinary shares of 2 pence each and 685,703 shares held in treasury. Therefore, the total voting rights in the Company as at the Latest Practicable Date was 1,002,060,311.

Serco Group plc | Notice of Annual General Meeting 2026 | 10

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
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. The 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 the 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 AGM

Questions relating to the business of the AGM can be submitted ahead of the meeting by email to [email protected] 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 10:30am on Monday, 20 April 2026.

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

Serco Group plc | Notice of Annual General Meeting 2026 | 11

AI assistant

Serco Group PLC — Proxy Solicitation & Information Statement 2026

5273_agm-r_2026-03-18_fda28245-31a7-4e97-8454-984388ce6224.pdf

Serco Group plc Notice of Annual General Meeting 2026

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Contents

Dear Shareholder

Notice of Annual General Meeting (AGM) of Serco Group plc (the Company)

Business of the meeting

Board changes and Director election/re-election (Resolutions 4(a) to (j))

Increase to the Non-Executive Directors' fees cap (Resolution 13)

Voting

Shareholder questions

Recommendation

Keith Williams

Chair

Resolution 1 - Annual Report and Accounts

Resolution 2 - Directors' Remuneration Report

Resolution 3 - Final dividend

Resolutions 4(a) to (j) - Election and re-election of Directors

Resolutions 5 and 6 - Reappointment and remuneration of external auditor

Resolution 7 - Directors' authority to allot shares

Resolutions 8 and 9 - Disapplication of pre-emption rights

Resolution 10 - Purchase of own shares

Resolution 11 - Political donations

Resolution 12 - Notice of general meetings

Resolution 13 - Increase to the Non-Executive Directors' fees cap

H

Skills and experience

Current external commitments

C

Skills and experience

Current external commitments

2025 H

Skills and experience

Current external commitments

E H

Skills and experience

Current external commitments

2025 H

Skills and experience

Current external commitments

Key to Committee membership

Annual Report and Accounts

Directors' Remuneration Report

Final dividend

Election and re-election of Directors

Reappointment and remuneration of external auditor

Directors' authority to allot shares

Disapplication of pre-emption rights

Purchase of own shares

Political donations

Notice of general meetings

Increase to the Non-Executive Directors' fees cap

Amanda Miller

Notes:

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Serco Group PLC Proxy Solicitation & Information Statement 2026