NCC GROUP PLC — AGM Information 2015

Dec 16, 2015

Company No: 04627044

The Companies Act 2006

COMPANY LIMITED BY SHARES

RESOLUTIONS

of

NCC GROUP PLC

PASSED 16 DECEMBER 2015

At the General Meeting of NCC Group plc (the "Company") duly convened and held at Manchester Technology Centre, Oxford Road, Manchester M1 7EF on 16 December 2015 the following resolutions were duly passed, as to resolution 1 as an ordinary resolution and as to resolution 2 as a special resolution:

ORDINARY RESOLUTION

Resolution 1

THAT, conditional upon the passing of resolution 2 and the Underwriting Agreement (as defined in the prospectus published by the Company on 24 November 2015 ("Prospectus")) becoming unconditional in all respects (save only for the passing of resolutions 1 and 2 (inclusive) and Admission (as defined in the Prospectus)) and it not being terminated in accordance with its terms and in substitution for any equivalent authority which may have been given to the directors of the Company (the "Directors") pursuant to section 551 of the Companies Act 2006 (the "Companies Act") prior to the date of the passing of this resolution, the Directors be and they are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act to allot:

• $(a)$ up to 22,986,307 new ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") in connection with the Placing and Open Offer (each as defined in the Prospectus);
• $(b)$ on:
• $(i)$ the first anniversary of Completion of the Acquisition (each as defined in the Prospectus), such number of new Ordinary Shares that have an aggregate value of $E$ 2,500,000 on the basis of (A) the average of the middle market quotation of the Ordinary Shares as shown by the London Stock Exchange^* Daily Official List for the three consecutive business days immediately prior to the first anniversary of Completion of the Acquisition and (B) the rate of exchange between euro and pound sterling as reported in print by the Financial Times in Europe on the date

which is two business days prior to the first anniversary of Completion of the Acquisition; and

$(ii)$ the second anniversary of Completion of the Acquisition, such number of new Ordinary Shares that have an aggregate value of €2,500,000 on the basis of (A) the average of the middle market quotation of the Ordinary Shares as shown by the London Stock Exchange Daily Official List for the three consecutive business days immediately prior to the second anniversary of Completion of the Acquisition and (B) the rate of exchange between euro and pound sterling as reported in print by the Financial Times in Europe on the date which is two business days prior to the second anniversary of Completion of the Acquisition,

in each case, in connection with the Acquisition;

• $(c)$ other than pursuant to sub-paragraphs (a) and (b) above, shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £919,331;
• $(d)$ other than pursuant to sub-paragraphs (a) and (b) above, equity securities (within the meaning of section 560 of the Companies Act) in connection with a rights issue in favour of ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of Ordinary Shares held by them up to an aggregate nominal amount of £1,838,662,

provided that this authority shall expire, in respect of sub-paragraphs (a), (c) and (d), on the conclusion of the next annual general meeting of the Company after the passing of this resolution and, in respect of sub-paragraph (b), on the second anniversary of Completion of the Acquisition, save that the Company may before such expiry make an offer or agreement which would or might reguire shares to be allotted or rights to be granted after such expiry and the Directors may allot shares or grant such rights in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

SPECIAL RESOLUTION

Resolution 2

THAT, conditional upon the passing of resolution 1 and the Underwriting Agreement becoming unconditional in all respects (save only for the passing of resolutions 1 and 2 (inclusive) and Admission) and it not being terminated in accordance with its terms and in substitution for any existing power given to the Directors pursuant to section $570(1)$ of the Companies Act prior to the date of the passing of this resolution, the Directors be and they are empowered pursuant to section 570 of the Companies Act to allot equity securities (as defined in section 560 of the Companies Act) for cash pursuant to the

$\overline{2}$

general authority conferred by resolution 1 and be empowered pursuant section 573 of the Companies Act to sell ordinary shares (as defined in section 560 of the Companies Act) held by the Company as treasury shares (as defined in section 724 of the Companies Act) for cash, as if section 561(1) of the Companies Act did not apply to such allotment or sale, provided that this power shall be limited to allotments of equity securities and the sale of treasury shares:

• $(a)$ up to 22,986,307 new Ordinary Shares in connection with the Placing and Open Offer;
• $(b)$ on:
• $(i)$ the first anniversary of Completion of the Acquisition (each as defined in the Prospectus), such number of new Ordinary Shares that have an aggregate value of $\epsilon$ 2,500,000 on the basis of (A) the average of the middle market quotation of the Ordinary Shares as shown by the London Stock Exchange Daily Official List for the three consecutive business days immediately prior to the first anniversary of Completion of the Acquisition and (B) the rate of exchange between euro and pound sterling as reported in print by the Financial Times in Europe on the date which is two business days prior to the first anniversary of Completion of the Acquisition; and
• $(ii)$ the second anniversary of Completion of the Acquisition, such number of new Ordinary Shares that have an aggregate value of €2,500,000 on the basis of (A) the average of the middle market quotation of the Ordinary Shares as shown by the London Stock Exchange Daily Official List for the three consecutive business days immediately prior to the second anniversary of Completion of the Acquisition and (B) the rate of exchange between euro and pound sterling as reported in print by the Financial Times in Europe on the date which is two business days prior to the second anniversary of Completion of the Acquisition,

in each case, in connection with the Acquisition;

• in connection with or pursuant to an offer by way of rights, open offer or other $(c)$ pre-emptive offer to the holders of shares in the Company and other persons entitled to participate therein in proportion (as nearly as practicable) to their respective holdings, subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of any territory or the requiations or requirements of any regulatory authority or any stock exchange in any territory; and
• otherwise than pursuant to sub-paragraphs (a), (b) and (c) above, up to an $(d)$ aggregate nominal amount of £275,799,

and such power shall expire, in respect of sub-paragraphs (a), (c) and (d), on the conclusion of the next annual general meeting of the Company after the passing of this resolution and, in respect of sub-paragraph (b), on the second anniversary of Completion of the Acquisition, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry, and the Directors may allot equity securities or sell treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.

Chairman