Serco : Director/PDMR Shareholding

9 May 2017

Serco Group plc

Legal Entity Identifier: 549300PT2CIHYN5GWJ21

INITIAL NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES ('PDMRs') IN ACCORDANCE WITH ARTICLE 19 OF THE EU MARKET ABUSE REGULATION 596/2014

Serco Group plc ('Serco' or 'the Company'), the international service company, announces that the individual Executive Directors and Executive Committee Members named below, each a PDMR, have notified the Company that, in connection with their participation in the 2017 Serco Deferred Bonus Plan, they have purchased the following number of ordinary shares ('Investment Shares') of 2p each in the Company (ISIN: GB0007973794) and were awarded a corresponding Matching Share Award under the terms of the Company's Deferred Bonus Plan ('DBP Matching Share Award'), as follows:

The Investment Shares were purchased on the London Stock Exchange (XLON) on 8 May 2017 at a price per share of 120.07p. The grants of the DBP Matching Share Awards have been made in London and are based on the share price for the purchase of the above Investment Shares on the London Stock Exchange on 8 May 2017. The date of the notification of shares purchased and the grant is 9 May 2017.

The number of shares that will vest under the DBP Matching Share Award is conditional upon the satisfaction of a three-year EPS performance target being Statutory Earnings Per Share (EPS) before exceptional items (adjusted to reflect tax paid on a cash basis) of 13.5p (threshold, 25% vesting) to 16.5p (maximum, 100% vesting), measured as an aggregate over the three-year performance period ending 31 December 2019.At threshold, each Investment Share purchased will be matched (on a gross investment basis) by half a Matching Share, increasing to a maximum of two Matching Shares at the maximum performance target level. In exceptional circumstances the Remuneration Committee retains discretion to change performance measures and targets part-way through the performance period if there is a significant event such as a major transaction. Awards to all participants are subject to pre-vesting malus and post-vesting clawback.