Holding(s) in Company

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached: ii

Serco Group plc

2 Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached

X

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

An event changing the breakdown of voting rights

Other (please specify):

3. Full name of person(s) subject to thenotification obligation: iii

Morgan Stanley (Institutional Securities Group and Global Wealth Management)

4. Full name of shareholder(s) (if different from 3.):iv

5. Date of the transaction and date onwhich the threshold is crossed orreached: v

19.12.2016

6. Date on which issuer notified:

21.12.2016

7. Threshold(s) that is/are crossed orreached: vi, vii

5%*

8. Notified details:

A: Voting rights attached to shares viii, ix

Class/type ofshares

if possible usingthe ISIN CODE

Situation previousto the triggeringtransaction

Resulting situation after the triggering transaction

NumberofShares

NumberofVotingRights

Numberof shares

Number of votingrights

% of voting rights x

Direct

Direct xi

Indirect xii

Direct

Indirect

GB0007973794

3,482,923

3,482,923

1,167,669

1,167,669

0.11%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate xiii

Exercise/Conversion Period xiv

Number of votingrights that may beacquired if theinstrument isexercised/ converted.

% of votingrights

Right of recall over securities lending agreements

N/A

N/A

37,963,310

3.46%

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financialinstrument

Exercise price

Expiration date xvii

Exercise/Conversion period xviii

Number of voting rights instrument refers to

% of voting rights xix, xx

Nominal

Delta

Equity Swap

N/A

14.09.2017

N/A

585,992

N/A

0.05%

Equity Swap

N/A

28.11.2017

N/A

18,873,733

N/A

1.72%

Total (A+B+C)

Number of voting rights

Percentage of voting rights

58,590,704

5.33%

9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: xxi

Morgan Stanley & Co. International plc, Legal & Compliance Department, 25 Cabot Square, Canary Wharf, London, E14 4QA, UNITED KINGDOM. is a direct holder of 57,921,319 voting rights (5.27%) and is a subsidiary of Morgan Stanley Investments (UK)

Morgan Stanley Investments (UK), 20 Bank Street, Canary Wharf, London, E14 4AD, UNITED KINGDOM. is an indirect holder of 57,921,319 voting rights (5.27%) and is a subsidiary of Morgan Stanley UK Group

Morgan Stanley UK Group, 25 Cabot Square, LNCS/5, Canary Wharf, London, E14 4QA, UNITED KINGDOM. is an indirect holder of 57,921,319 voting rights (5.27%) and is a subsidiary of Morgan Stanley International Limited

Morgan Stanley International Limited, 25 Cabot Square, Canary Wharf, London, E14 4QA, UNITED KINGDOM. is an indirect holder of 57,921,319 voting rights (5.27%) and is a subsidiary of Morgan Stanley International Holdings Inc.

Morgan Stanley International Holdings Inc., c/o The Corporation Trust Company (DE), Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, USA. is an indirect holder of 57,921,319 voting rights (5.27%) and is a subsidiary of Morgan Stanley

Proxy Voting:

10. Name of the proxy holder:

N/A

11. Number of voting rights proxy holder will ceaseto hold:

N/A

12. Date on which proxy holder will cease to holdvoting rights:

N/A

13. Additional information:

Morgan Stanley's total holding in Serco Group plc remains above the 5.00% threshold previously disclosed however, this notification is being made on the basis that Morgan Stanley & Co. International plc, a wholly owned subsidiary of Morgan Stanley, has crossed a relevant component level threshold in its own right.

14. Contact name:

Craig Horsley

15. Contact telephone number:

+44 141 245-7736