THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice from your stockbroker, solicitor, accountant or other appropriate independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, or if not, from another appropriately authorised financial adviser. If you have sold or otherwise transferred all of your shares in Interserve Plc, please forward this document, together with the accompanying form of proxy, as soon as practicable to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. (Registered in England No.88456) Notice of Annual General Meeting 2011 As a shareholder of the Company, you are entitled, notwithstanding any provision to the contrary in the Articles of Association of the Company, to appoint another person as your proxy to exercise all or any of your rights to attend, speak and vote at the Annual General Meeting of the Company. This document should be read in conjunction with the Annual Report and Financial Statements of the Company for the year ended 31 December 2010. Dear Shareholder I have pleasure in sending you the Notice of this year’s Annual General Meeting (“AGM”) which will be held at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA on Wednesday, 18 May 2011 at 11.00 am. Information relating to the meeting is set out in this Notice of Meeting and at times the Notice may be cross-referenced to the Annual Report and Financial Statements for the year ended 31 December 2010. The AGM affords the Board an opportunity to communicate with its shareholders and to respond to shareholder questions. The Board positively encourages shareholder participation either through attending the AGM in person or voting by proxy on the resolutions. Resolutions 1 to 12 are standard matters that are dealt with at every AGM. Resolutions 4 to 7 relate to the election of directors. Four directors have been appointed to the Board since the last AGM and, in accordance with the Company’s Articles of Association, are standing for election by shareholders. Tim Haywood was appointed as Group Finance Director on 30 November 2010 (Resolution 4). On 1 January 2011, Keith Ludeman was appointed as a non-executive director (Resolution 5), and David Paterson and Dougie Sutherland were both appointed as executive directors (Resolutions 6 and 7). In view of the fact that these directors were only recently appointed, their performance has not yet been evaluated. They are, however, committed to their respective roles and the Board believes they will each make a valuable contribution to the continuing strategic development of the Group. Mr Ludeman meets the criteria for independence as specified in the Combined Code. Resolutions 8 to 10 relate to the re-election of directors. Steven Dance, Bruce Melizan and myself are retiring by rotation in accordance with the Company’s Articles of Association and are seeking re-election. I can confirm that, following formal performance evaluation, the Board continues to regard the performance of each director standing for re-election as effective and is satisfied that each of them contributes valuable skills and judgement to the Board and demonstrates a high level of commitment to the role. In the Board’s view, I meet the criteria for independence as specified in the Combined Code. Biographical details for each of the directors standing for election or re-election are set out in Appendix I to this Notice on pages 15 and 16. Resolutions 13 to 16 are similar to resolutions that shareholders passed at last year’s AGM and are likely to be included every year because they enable the Board to take advantage of business opportunities as they arise. In addition, we are asking shareholders to approve two minor amendments to our Articles of Association (Resolution 17). Finally, as last year, Resolution 18 will be proposed to approve the holding of general meetings, other than AGMs, on 14 clear days’ notice. Explanatory notes on all the business to be considered at this year’s AGM appear on pages 11 to 14. If you are unable to attend the meeting in person, your vote is still important. You may vote either by completing, signing and returning the enclosed form of proxy, or by registering your proxy vote electronically by logging on to our Registrars’ website (see note 3 on page 8 for instructions). We are also able to offer CREST members the option to register their votes electronically through the CREST electronic proxy appointment service. For further details, please see note 5 on page 8. The Board believes that the proposals described in this Notice are in the best interest of the Company and its shareholders as a whole and recommend you give them your support by voting in favour of the resolutions as the directors intend to do themselves in respect of their own holdings. 2 Looking forward, I would also like to take this opportunity to pay tribute to our long-serving Senior Independent Director (“SID”), Patrick Balfour, who plans to retire from the Board following this year’s AGM. We intend that he will be succeeded as SID by David Trapnell, with David Thorpe then taking over as Chairman of the Remuneration Committee. Lord Blackwell Chairman 6 April 2011 3 Notice of Annual General Meeting Notice is hereby given that the one-hundred-and-fifth Annual General Meeting of Interserve Plc (the “Company”) will be held at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA, on Wednesday, 18 May 2011 at 11.00 am for the transaction of the following business: ORDINARY BUSINESS The following Resolutions 1 to 12 will be proposed as Ordinary Resolutions: Resolution 1 To receive and consider the accounts and balance sheets, and the reports of the directors and the auditors for the year ended 31 December 2010. Resolution 2 To declare a final dividend. Resolution 3 To approve the directors’ remuneration report for the year ended 31 December 2010. Resolution 4 To elect Mr Tim Haywood as a director of the Company. Resolution 5 To elect Mr Keith Ludeman as a director of the Company. Resolution 6 To elect Mr David Paterson as a director of the Company. Resolution 7 To elect Mr Dougie Sutherland as a director of the Company. Resolution 8 To re-elect Lord Blackwell as a director of the Company. Resolution 9 To re-elect Mr Steven Dance as a director of the Company. Resolution 10 To re-elect Mr Bruce Melizan as a director of the Company. Resolution 11 To re-appoint Deloitte LLP as auditors of the Company in pursuance of a recommendation by the Audit Committee, to hold office until the conclusion of the next general meeting at which financial statements are laid before the Company. Resolution 12 To authorise the directors, acting through the Audit Committee, to determine the remuneration of the auditors. 4 SPECIAL BUSINESS The following Resolutions 13 and 14 will be proposed as Ordinary Resolutions: Resolution 13 THAT, in accordance with sections 366 and 367 of the Companies Act 2006 (the “2006 Act”), the Company and all companies that are subsidiaries of the Company at any time during the period for which this resolution has effect, be and are hereby generally and unconditionally authorised to: (a) make political donations to political parties or independent election candidates not exceeding £50,000 in total; (b) make political donations to political organisations other than political parties not exceeding £50,000 in total; and (c) incur political expenditure not exceeding £50,000 in total, provided that the aggregate amount of any such donation or expenditure made and incurred by the Company and its subsidiaries shall not exceed £50,000 during the period beginning with the date of the passing of this resolution up to and including the conclusion of the Annual General Meeting in 2012. For the purposes of this resolution, the terms “political donations”, “political parties”, “independent election candidates”, “political organisations” and “political expenditure” have the meanings set out in sections 363 to 365 of the 2006 Act. Resolution 14 THAT, in substitution for all existing authorities, the directors be and they are hereby generally and unconditionally authorised, pursuant to section 551 of the Companies Act 2006 (the “2006 Act”), to exercise all powers of the Company to allot shares in the Company or to grant rights to subscribe for, or to convert any security into, shares in the Company (“Rights”): (a) up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of the 2006 Act) of £4,193,058 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such sum); and (b) up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of the 2006 Act) of £8,386,117 (such amount to be reduced by any shares allotted or Rights granted under paragraph (a) above) in relation to an allotment of equity securities (within the meaning of section 560(1) of the 2006 Act) in connection with a Rights Issue, provided that this authority shall expire at the conclusion of the Company’s next Annual General Meeting (or, if earlier, on 30 June 2012), save that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted or Rights to be granted after such expiry and the directors may allot shares or grant Rights in pursuance of such offer or agreement as if the authority conferred hereby had not expired.