Result of EGM

* Serco Group plc - EGM Statement
   
  * Released 12 January 2005
   
  * Not for release, publication or distribution in, into or from the United
    States, Canada, Australia or Japan.
   
               RECOMMENDED OFFER TO ACQUIRE ITNET PLC ('ITNET')                

                         MADE BY LAZARD & CO., LIMITED                         

                    ON BEHALF OF SERCO GROUP PLC ('SERCO')                     

                                 * EGM STATEMENT                               
   
  * On 16 December 2004, Serco announced a cash offer with a partial share
    alternative to acquire the entire issued and to be issued ordinary share
    capital of ITNET, which is unanimously recommended by the ITNET Board of
    Directors.
   
  * The Offer was conditional, inter alia, on the passing of a resolution to
    approve the Offer at an Extraordinary General Meeting of Serco.
   
  * Serco announces that at the Extraordinary General Meeting held earlier
    today the resolution proposed was passed.
   
  * By 11 a.m. on Monday 10 January 2005, the closing date for receipt of
    proxies, Serco's registrars had received 1,048 proxy forms, representing
    297,284,228 ordinary shares, being 68.3% of Serco's issued ordinary share
    capital.
   
  * The proxies were submitted as follows:
   
  * For: 295,654,931
   
  * Discretion: 1,553,867
   
  * Against: 73,021
   
  * Vote withheld: 2,409
   
  * Further announcements in relation to the status of the Offer will be made
    in due course.
   
  * ENQUIRIES
   
  * Serco Group plc [phone]
   
  * Andrew Jenner, Finance Director
   
  * Dominic Cheetham, Director of Corporate Communications
   
  * Lazard & Co., Limited (Financial Adviser to Serco) [phone]
   
  * Paul Jameson
   
  * Samuel Bertrand
   
  * Merrill Lynch International (Corporate Broker to Serco) [phone]
   
  * Simon Fraser
   
  * Andrew Osborne
   
  * OTHER INFORMATION
   
  * Terms used in this announcement shall have the same meaning as those in the
    Offer Document, unless the context otherwise requires.
   
  * The Offer will not be made, directly or indirectly, in or into, or by use
    of the mails or any means of instrumentality (including without limitation
    facsimile transmission, telex and telephone) of interstate or foreign
    commerce of, or any facilities of a national securities exchange of the
    United States, nor will it be made in or into Canada, Australia or Japan.
    Accordingly, copies of this announcement are not being, and must not be,
    mailed or otherwise distributed or sent in or into or from the United
    States, Canada, Australia or Japan and persons receiving this announcement
    (including custodians, nominees and trustees) must not distribute or send
    it in, into or from the United
   
  * States, Canada, Australia or Japan.
   
  * This announcement does not constitute, or form any part of, any offer for,
    or solicitation of any offer for securities. Any acceptance or other
    response to the Offer should be made only on the basis of the information
    contained in the Offer Document and the Form of Acceptance.
   
  * Lazard & Co., Limited, which is regulated in the United Kingdom by the
    Financial Services Authority, is acting for Serco and no-one else in
    connection with the Offer and will not be responsible to anyone other than
    Serco for providing the protections afforded to customers of Lazard & Co.,
    Limited.
   
  * Merrill Lynch International, which is regulated in the United Kingdom by
    the Financial Services Authority, is acting as sole corporate broker to
    Serco and no-one else in connection with the Offer and will not be
    responsible to anyone other than Serco for providing the protections
    afforded to customers of Merrill Lynch International.
   
  * END