Serco : 2024 Form of Proxy

Attendance Card for the Annual General Meeting

The 2024 Annual General Meeting (AGM) of Serco Group plc (the Company) will be held at the

Company's office at Enterprise House, 11 Bartley Wood Business Park, Bartley Way, Hook,

Hampshire RG27 9XB at 11am on Wednesday, 24 April 2024.

IMPORTANT PLEASE READ CAREFULLY

Notification of Availability

2023 Annual Report and Accounts and Notice of

2024 AGM

You can now view and download the 2023 Annual Report and Accounts and Notice of 2024 AGM by visiting the Investors section of our website at www.serco.com

The address shown opposite is how it appears on the Register of Members. If this information is incorrect, please visit the Registrar's website at www.shareview.co.uk

If you wish to attend the Meeting, please sign this Attendance Card (below) and bring it with you to the Meeting, where it should be presented on arrival at the registration desk.

Signature

Please read the Notice of Meeting and the accompanying notes carefully before completing the form of proxy below.

	Form of proxy					Serco Group plc
	Form of proxy for use at the 2024 Annual General Meeting of Serco Group plc to be held at 11am on Wednesday, 24 April 2024.
+Voting ID		Task ID	Shareholder Reference No.	+

If you wish, you can submit your proxy electronically at www.sharevote.co.uk using the above numbers.

I/We, being (a) holder(s) of ordinary shares of the Company, hereby appoint (see note 1) the Chairman of the meeting or

Name of proxy		Number of shares (if not full entitlement)

as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting to be held at 11am on Wednesday, 24 April 2024 and at any adjournment thereof. Please tick here if this proxy appointment is one of multiple appointments being made (see note 2):

Please indicate with an "X" in the appropriate boxes how you wish your proxy or proxies to vote or whether you wish them to withhold your vote (see note 3).

			Vote					Vote
Resolution	For	Against Withheld		Resolution	For	Against Withheld
1	To receive the Annual Report and Accounts			6	To re-appoint KPMG LLP as auditor of the Company
	for the year ended 31 December 2023			7	To authorise the Audit Committee to agree the
2	To approve the Directors' Remuneration Report
				remuneration of the auditor
	for the year ended 31 December 2023
			8	To authorise the Directors to allot relevant securities
3	To approve the Director's Remuneration Policy
				in accordance with Section 551 of the Companies Act
4	To declare a final dividend of 2.27 pence for the					2006
	year ended 31 December 2023			9	To disapply statutory pre-emption rights
5(a)	To re-elect John Rishton as a Director					(first disapplication resolution)*
5(b)	To re-elect Mark Irwin as a Director			10	To disapply statutory pre-emption rights
				(additional disapplication resolution)*
5(c)	To re-elect Nigel Crossley as a Director			11	To authorise the Company to make market purchases
5(d)	To re-elect Kirsty Bashforth as a Director					of its own shares within the meaning of Section 693(4)
				of the Companies Act 2006*
5(e)	To re-elect Kru Desai as a Director			12	To authorise the Company or any company which is or
5(f)	To re-elect Ian El-Mokadem as a Director					becomes its subsidiary during the period to which this
				resolution has effect to make political donations
5(g)	To re-elect Tim Lodge as a Director			13	That a general meeting (other than an annual general
5(h)	To re-elect Dame Sue Owen as a Director					meeting) may be called on not less than 14 clear days'
				notice*
5(i)	To re-elect Lynne Peacock as a Director
					* Special resolution

+

3411-0060

+

Date

Signature

Explanatory notes

1. Members are entitled to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the meeting. If you wish to appoint a proxy, please complete, sign and return the form of proxy (see reverse) after carefully reading the form of proxy and the instructions below. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this form of proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
2. To appoint more than one proxy, you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If more than one proxy is to be appointed, each proxy must be appointed to exercise the rights attached to a different share or shares held by you. Please also indicate by ticking the box provided, if the proxy instruction is one of multiple instructions being given.
   All forms must be signed and should be returned together in the same envelope (see note 12 for address).
3. The 'Vote Withheld' option overleaf is provided to enable you to instruct your proxy or proxies to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
4. If this form of proxy is signed by someone else on your behalf, their authority to sign must be returned with this form of proxy. Where the appointer is a corporation, this form of proxy must be executed by the corporation under its common seal, or executed under the hand of an agent or officer, duly authorised in writing.
5. In the absence of any instruction, the proxy will vote or abstain on the resolutions at his or her discretion as to whether, and if so how, he or she votes. On any other business arising at the meeting (including any motion to amend a resolution or adjourn the meeting) the proxy will act at his or her discretion.
6. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6.30pm on Monday, 22 April 2024 (or, in the event of adjournment, on the day which is two working days before the day 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. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number RA19) no later than 11am on Monday, 22 April 2024. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
8. If you wish to submit your proxy appointment electronically, please visit www.sharevote.co.uk. You will need your unique voting ID, task ID and shareholder reference number which are printed on this form in order to log in. Full instructions on how to complete the voting process are provided on the website. Electronic proxies must be lodged on the website no later than 11am on Monday, 22 April 2024.
9. In the case of joint holders any one of them may sign, but if more than one holder votes, the vote of the one whose name appears first on the Register of Members shall be accepted to the exclusion of the votes of the other joint holders.
10. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
11. Completion and return of the form of proxy, or appointing your proxy electronically, will not preclude you from attending and voting at the meeting instead of your proxy, if you so wish.
12. To be valid, this form of proxy or other instrument appointing a proxy or proxies must be received no later than 11am on Monday, 22 April 2024. If you prefer to return your form of proxy in an envelope, it can be returned, postage paid to FREEPOST RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 8LU.
13. You may not use any electronic address provided in this form of proxy to communicate with the Company for any purposes other than those expressly stated.
14. Any alterations made to this form should be initialled.

.

Business Reply Plus

Licence Number

RTAR-CULL-CXSR

TATTTATTAATFAFDFTAFTDTFTAATDTADAADAT

Equiniti

Aspect House

Spencer Road

LANCING

BN99 8HL