THE COMPANIES ACT 2006
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PUBLIC COMPANY LIMITED BY SHARES
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RESOLUTION
of
NCC GROUP PLC
(the "Company")
passed on 1 June 2021
At the General Meeting of the Company held at the offices of the Company at XYZ Building, 2 Hardman Boulevard, Spinningfields, Manchester M3 3AQ at 9.30 a.m. on 1 June 2021, the following resolution was passed as an ordinary resolution:
ORDINARY RESOLUTION
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- THAT the acquisition by the Company, through NCC Group Software Resilience (NA) LLC, of the Intellectual Property Management business of Iron Mountain, as described in the circular to the Shareholders of the Company dated 14 May 2021, substantially on the terms and subject to the conditions set out in the asset purchase agreement between NCC Group Software Resilience (NA) LLC, NCC Services Limited, NCC Group (Solutions) Limited (solely with respect to the guarantee therein), the Company (solely with respect to the shareholder resolution and financing provisions therein), Iron Mountain Information Management, LLC, Iron Mountain Intellectual Property Management, Inc., Iron Mountain UK plc and Iron Mountain (solely with respect to the confidentiality and restrictive covenant provisions therein), dated 13 May 2021 (as amended, modified, restated or supplemented from time to time) (the "Purchase Agreement") (the "Acquisition"), together with all other agreements and ancillary arrangements contemplated by the Purchase Agreement, be and is hereby approved, and that the directors of the Company (the "Directors") be authorised to make any amendments, variations, waivers or extensions to the terms of the Acquisition or the Purchase Agreement (providing such amendments, variations, waivers or extensions are not of a material nature) which they in their absolute discretion consider necessary, appropriate or desirable and to take all such steps and to do all such things which they consider necessary, appropriate or desirable to implement, or in connection with, the Acquisition.
Tim Kowalski Company Secretary