NCC GROUP PLC — AGM Information 2016

Sep 22, 2016

A notification in accordance with LR 9.6.2, that the resolutions listed below were passed as special business at the Annual General Meeting of NCC Group plc ("Company"), held on Thursday 22 September 2016 at Manchester Technology Centre, Oxford Road, Manchester, M1 7EF.

Ordinary Resolutions

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• That the directors of the Company ('Directors') be and they are hereby generally and $1₁$ unconditionally authorised pursuant to section 551 of the Companies Act 2006 ('Act') (in substitution for any existing authority to allot shares) to allot:
• (a) 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 £919,873.83;
• (b) equity securities (within the meaning of section 560 of the 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 £919,873.83,

provided that this authority shall expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution, 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 such rights in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

That the NCC Group International Sharesave Plan ('Plan'), the principal terms of which are $2.$ summarised in the Appendix to the notice of meeting, and the draft rules of which are produced to the meeting and initialled by the Chairman for the purpose of identification, be and is approved, the Plan be and is adopted and the directors of the Company be and are authorised to do all acts and things which they may consider necessary or expedient to implement and operate the Plan, and to establish further schemes based on the Plan but modified to take account of local tax. labour law, exchange control or securities laws in overseas jurisdictions, provided that any shares issuable under the Plan and/or such further schemes are treated as counting towards the limits on the use of shares under the Company's existing Sharesave Plan 2013.

Special Resolutions

• That, subject to the passing of resolution 11 as set out in the notice of this meeting, the $3.$ Directors be authorised to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority shall be limited:
• to the allotment of equity securities and the sale of treasury shares for cash in $(a)$ connection with or pursuant to an offer by way of rights, open offer or other preemptive 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 regulations or requirements of any regulatory authority or any stock exchange in any territory; and
• to the allotment of equity securities or sale of treasury shares (otherwise than $(b)$ pursuant to sub-paragraph (a) above), up to an aggregate nominal amount of £137,981.08,

and such power shall expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution 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 board 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.

That, subject to the passing of resolution 11 as set out in the notice of this meeting, the $\overline{4}$ Directors be authorised in addition to any authority granted under resolution 12 as set out in the notice of meeting to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be:

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• limited to the allotment of equity securities or sale of treasury shares up to a nominal $(a)$ amount of £137,981.08; and
• $(b)$ used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of the notice of meeting,

and such power shall expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution 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 board 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.

• That, the Company be generally and unconditionally authorised, pursuant to Article 16 of the 5. Articles of Association of the Company and pursuant to section 701 of the Companies Act 2006, to make market purchases (as defined in section 693(4) of the Companies Act 2006) of up to 27,596,215 Ordinary Shares of 1p each in the capital of the Company (being approximately 10 per cent of the current issued ordinary share capital of the Company) on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:
• the amount paid for each share (exclusive of expenses) shall not be more than the $(a)$ higher of (1) five per cent above the average market value of the Ordinary Shares as derived from the Daily Official List of London Stock Exchange plc for the five business days before the date on which the contract for the purchase is made, and (2) an amount equal to the higher of the price of the last independent trade and current independent bid as derived from the London Stock Exchange trading system or less than 1p per share; and
• the authority herein contained shall expire at the conclusion of the next annual $(b)$ general meeting of the Company provided that the Company may, before such expiry, make a contract to purchase its own shares which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of its own shares in pursuance of such contract as if the authority hereby conferred had not expired.
• That a general meeting of the Company other than an annual general meeting may be called 6. on not less than 14 clear days' notice.

Secretary