Proxy votes

At the Annual General Meeting of Interserve Plc held at 11.00am on 16 May 2012 at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA, all resolutions as set out in the Notice of Annual General Meeting dated 28 March 2012 were passed on a show of hands. The following levels of proxy appointments and associated voting instructions were received 48 hours prior to the meeting.

Resolution For Against Discret'ry Total shares voted for/ Discret'ry Total shares voted Total shares voted for/ Discret'ry as % of total shares voted Votes withheld
1 80,767,445 9,223 169,442 80,936,887
 80,946,110 99.99 599,504
2 80,792,602 0 153,508 80,946,110 80,946,110 100.00 599,504
3 79,485,958 398,078 154,708 79,640,666 80,038,744 99.50 1,506,870
4 77,261,316 3,067,836 159,978 77,421,294 80,489,130 96.19 1,056,484
5 77,901,154 2,882,160 160,305 78,061,459 80,943,619 96.44 601,995
6 77,771,398 3,009,921 161,086 77,932,484 80,942,405 96.28 603,209
7 77,793,817 2,987,502 160,305 77,954,122 80,941,624 96.31 603,990
8 77,900,347 2,882,967 160,305 78,060,652 80,943,619 96.44 601,995
9 77,791,342 2,990,758 160,305 77,951,647 80,942,405 96.31 603,209
10 77,793,925 2,988,502 159,978 77,953,903 80,942,405 96.31 603,209
11 76,753,681 4,027,965 159,978 76,913,659 80,941,624 95.02 603,990
12 73,353,062 7,429,038 160,305 73,513,367 80,942,405 90.82 603,209
13 77,899,509 2,882,373 161,737 78,061,246 80,943,619 96.44 601,995
14 77,906,489 2,871,393 161,737 78,068,226 80,939,619 96.45 605,995
15 78,797,537 1,086,653 156,066 78,953,603 80,040,256 98.64 1,505,358
16 79,447,402
 1,341,201
 157,366
 79,604,768
 80,945,969
 98.34
 599,645
17 79,938,932 1,418,422 174,423 80,113,355 81,531,777 98.26 13,837
18 76,852,194 3,194,924 159,569 77,011,763 80,206,687 96.02 1,338,927
19* 80,614,390 163,405 160,803 80,775,193 80,938,598 99.80 607,016
20* 80,735,195 48,197 159,849 80,895,044 80,943,241 99.94 602,373
21* 72,936,099 7,852,667 156,693 73,092,792 80,945,459 90.30 600,155

Notes to the disclosure
* Special resolutions are indicated by an asterisk.
1. The current issued share capital as at the date of the AGM is 126,734,299 ordinary shares of 10p each.
2. The total number of votes cast was 81,531,777 which represents 64.33 per cent of the issued share capital.
3. It should be noted that the appointment of a proxy is not an unequivocally precise indicator of the way that the shareholder would have voted on a poll, it merely reflects their intention at the time the instruction was given. Voting instructions can be changed at any time prior to a poll being demanded, and a shareholder having lodged a proxy is still entitled to attend the meeting and having heard/participated in the debate vote their shares themselves as they see fit.

 AGM notice May 2012

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