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

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

X

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

15.12.2016

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

2,960,552

2,960,552

3,482,923

3,482,923

0.32%

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

35,407,850

3.22%

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

28.11.2017

N/A

19,115,833

N/A

1.74%

Equity Swap

N/A

14.09.2017

N/A

593,892

N/A

0.05%

Total (A+B+C)

Number of voting rights

Percentage of voting rights

58,600,498

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 57,931,113 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 57,931,113 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 57,931,113 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 57,931,113 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 57,931,113 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% 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