24th Apr 2025 12:18
Legal Entity Identifier: 549300PT2CIHYN5GWJ21
Serco Group plc (the Company)
Result of Annual General Meeting and Director Declaration
The Company announces the results of its Annual General Meeting (AGM) held at 10am today.
All resolutions were passed by the requisite majority on a poll; resolutions 1 to 7 and 11 as ordinary resolutions and resolutions 8 to 10, 12 and 13 as special resolutions. The number of votes cast was 77.70% of the issue share capital (excluding treasury shares).
The following table set out the votes that were cast in respect of the resolutions:
Resolution | Total votes For1 | % | Total votes Against
| % | Total votes cast | Votes Withheld2 | |
1. | To receive the Annual Report and Accounts | 794,558,219 | 100.00 | 25,336 | 0.00 | 794,583,555 | 939,502 |
2. | To approve the Directors' Remuneration Report* | 629,520,973 | 79.39 | 163,427,440 | 20.61 | 792,948,413 | 2,579,534 |
3. | To declare the Final Dividend of 2.82 pence per share | 795,509,245 | 100.00 | 2,624 | 0.00 | 795,511,869 | 11,188 |
4(a) | To elect Victoria Hull as a Director | 794,789,721 | 99.91 | 696,700 | 0.09 | 795,486,421 | 36,636 |
4(b) | To elect Anthony Kirby as a Director | 794,504,488 | 99.88 | 984,253 | 0.12 | 795,488,741 | 34,316 |
4(c) | To re-elect John Rishton as a Director | 757,606,711 | 95.24 | 37,876,970 | 4.76 | 795,483,681 | 39,376 |
4(d) | To re-elect Nigel Crossley as a Director | 791,253,970 | 99.47 | 4,234,549 | 0.53 | 795,488,519 | 34,538 |
4(e) | To re-elect Kirsty Bashforth as a Director | 783,509,248 | 98.49 | 11,979,271 | 1.51 | 795,488,519 | 34,538 |
4(f) | To re-elect Kru Desai as a Director | 790,296,064 | 99.35 | 5,183,066 | 0.65 | 795,479,130 | 43,927 |
4(g) | To re-elect Ian El-Mokadem as a Director | 791,244,105 | 99.47 | 4,240,023 | 0.53 | 795,484,128 | 38,929 |
4(h) | To re-elect Tim Lodge as a Director | 789,135,282 | 99.20 | 6,350,064 | 0.80 | 795,485,346 | 37,416 |
4(i) | To re-elect Dame Sue Owen as a Director | 790,235,017 | 99.34 | 5,254,302 | 0.66 | 795,489,319 | 33,738 |
4(j) | To re-elect Lynne Peacock as a Director | 782,144,464 | 98.32 | 13,339,057 | 1.68 | 795,483,521 | 39,536 |
5. | To appoint Ernst & Young LLP as auditor of the Company | 794,992,527 | 99.94 | 502,106 | 0.06 | 795,494,633 | 28,424 |
6. | To authorise the Audit Committee to determine auditor's remuneration | 795,414,519 | 99.99 | 78,892 | 0.01 | 795,493,411 | 29,646 |
7. | To authorise Directors to allot shares | 760,029,634 | 95.54 | 35,481,930 | 4.46 | 795,511,564 | 11,493 |
8. | To disapply statutory pre-emption rights (first disapplication resolution) | 763,647,071 | 96.00 | 31,811,176 | 4.00 | 795,458,247 | 64,810 |
9. | To disapply pre-emption rights(additional disapplication resolution) | 743,016,181 | 93.41 | 52,445,266 | 6.59 | 795,461,447 | 61,610 |
10. | To authorise the Company to purchase its own shares | 791,609,569 | 99.72 | 2,257,493 | 0.28 | 793,867,062 | 1,655,995 |
11. | To authorise political donations | 766,751,642 | 96.65 | 26,586,631 | 3.35 | 793,338,273 | 2,184,786 |
12. | To authorise the convening of a general meeting (other than an AGM) on not less than 14 clear days' notice | 776,762,177 | 97.73 | 18,028,485 | 2.27 | 794,790,662 | 732,395 |
13. | To approve the adoption of the Articles of Association produced to the meeting in substitution for, and to the exclusion of, the Company's existing articles of association | 795,429,105 | 99.99 | 56,117 | 0.01 | 795,485,222 | 37,835 |
NOTES:
1. 'Total Votes For' include votes recorded as at the discretion of the appointed proxy.
2. The 'Vote Withheld' option was provided to enable shareholders to refrain from voting on any particular resolution. A vote withheld is not a
vote in law and has not been counted in the calculation of the proportion of the vote 'For' and 'Against' a resolution.
3. As at the record date of the AGM (22 April 2025 at 6.30pm), the issued share capital of the Company was 1,023,855,243 ordinary shares (excluding treasury shares).
4. The full text of the resolutions is detailed in the Notice of Meeting which can be found on the Company's website https://www.serco.com/investors/shareholder-information
A copy of the special business resolutions passed at the AGM has been submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority's National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
\* The Company acknowledges that whilst a significant majority of shareholders voted in favour of Resolution 2 (the Directors' Remuneration Report), the overall vote in favour was marginally below 80 per cent. The Board regularly engages with shareholders and has already commenced dialogue with them on this topic; the Company will continue to consult with shareholders to understand the reason behind the result. The Company will provide an update on the views received from shareholders including any actions deemed necessary, within six months of today's meeting.
Director Declaration
The Company also confirms that Lynne Peacock will step down as Chair of the Remuneration Committee and will be succeeded by Victoria Hull with effect from 1 May 2025. Lynne will continue to serve as the Senior Independent Director and a member of the Audit Committee.
Nickesha Graham-Burrell
Group Company Secretary
24 April 2025
For further information please contact:
Jamie Hastings, Group Head of Investor Relations, tel: +44 (0) 7718 195 074 or email: [email protected]
Scot Marchbank, Group Communications and Marketing Director, tel: +44 (0) 7958 675 706 or email: [email protected]
About Serco
Serco brings together the right people, the right technology and the right partners to create innovative solutions that make positive impact and address some of the most urgent and complex challenges facing the modern world. With a primary focus on serving governments globally, Serco's services are powered by more than 50,000 people working across defence, space, migration, justice, healthcare, mobility and customer services. Serco's core capabilities include service design and advisory, resourcing, complex programme management, systems integration, case management, engineering, and asset & facilities management. Underpinned by Serco's unique operating model, Serco drives innovation and supports customers from service discovery through to delivery. More information can be found at www.serco.com.
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