Interserve : Notice of GM

11 April 2018

PUBLICATION OF CIRCULAR

NOTICE OF GENERAL MEETING

Interserve Plc ('Interserve' or the 'Company') announces that it is today posting a circular to shareholders (the 'Circular') containing a notice convening a general meeting of the Company (the 'General Meeting'), along with an accompanying proxy form. The General Meeting will be held at 8.00 am on Friday, 27 April 2018 at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2AG.

The purpose of the General Meeting is to obtain shareholder approval to increase the borrowing limit of the Group contained in the Company's Articles and to ratify any possible existing breach of the borrowing limit. The increase in the current borrowing limit is required as significant balance sheet write-downs are expected to be contained in the 2017 Financial Statements. These write-downs are expected to comprise an impairment on goodwill as well as a number of other non-underlying items, the significant majority of which are either non-cash or were reflected in the net debt guidance that the Company provided in its update announcement on 10 January 2018, in which the Company stated that it anticipated that net debt at year-end 2017 would be approximately £513 million. Further details on these matters, including the recommendation of the Interserve directors as to voting, are contained in the Circular.

The Company has been informed that its two major shareholders, Farringdon Capital Management and Coltrane Asset Management, L.P., who hold, in aggregate, 51,069,037 ordinary shares, amounting to 35.05 per cent of the Company's issued share capital as at the date of this announcement, intend to vote in favour of the resolutions at the General Meeting.

As announced on 21 March 2018, discussions with the Group's lenders and other financial stakeholders have continued to progress well, with agreement in principle on major commercial terms of the Group's proposed refinancing now reached. These commercial terms remain subject to credit approval from all providers before the new facilities are finalised. With the addition of the new facilities the Group will have cash borrowing facilities of £834 million immediately following the refinancing completion and through to September 2021, subject to certain step-downs in the new facilities over the period. It is currently anticipated that the proposed refinancing will be completed on or before 30 April 2018, and that the 2017 Financial Statements will be published on 30 April 2018.

The Circular will be available to view on the Company's website atwww.interserve.com, and will be available for inspection at the registered office of the Company during normal business hours on any weekday (public holidays excepted) from the date of the Circular until the close of the General Meeting.

The Circular is being submitted to the National Storage Mechanism and will be available for inspection at:http://www.morningstar.co.uk/uk/NSM.

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Circular.

Ends

Contact details:

Robin O'Kelly, Director of Communications +44 (0) 7786 702526

Martin Robinson, Tulchan Communications +44 (0) 20 7353 4200

LEI No: 549300MVYY4EZCRFHZ09

About Interserve

Interserve is one of the world's foremost support services and construction companies. Our vision is to redefine the future for people and places. Everything we do is shaped by our core values. We are a leader in innovative and sustainable outcomes for our clients and a great place to work for our people. We offer advice, design, construction, equipment, facilities management and frontline public services. We are headquartered in the UK and listed in the FTSE. We have gross revenues of £3.7 billion and a workforce of circa 80,000 people worldwide.

www.interserve.com

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