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REG - Serco Group PLC - Result of AGM and Director Declaration

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RNS Number : 0843G  Serco Group PLC  24 April 2025

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 For(1)  %       Total votes Against  %      Total votes cast  Votes Withheld(2)

 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  776,762,177         97.73   18,028,485           2.27   794,790,662       732,395
          less than 14 clear days' notice
 13.      To approve the adoption of the Articles of Association                      795,429,105         99.99   56,117               0.01   795,485,222       37,835

          produced to the meeting in substitution for, and to the

          exclusion of, the Company's existing articles of association

 

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
(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
(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: jamie.hastings@serco.com

Scot Marchbank, Group Communications and Marketing Director, tel: +44 (0) 7958
675 706 or email: scot.marchbank@serco.com

 

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 (http://www.serco.com) .

 

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