THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000, as amended (the ''FSMA'') if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.

If you sell or transfer or have sold or otherwise transferred all of your Existing Ordinary Shares before 25 November 2015 (being the date when the Existing Ordinary Shares were marked 'ex' entitlement to the Open Offer), please send this document and any accompanying Application Form along with the accompanying reply-paid envelope (for use within the UK only), but not any accompanying personalised Form of Proxy and accompanying reply-paid envelope (for use within the UK only), immediately to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. However, such documents should not be forwarded or transmitted into any Restricted Jurisdiction or any other jurisdiction where to do so might constitute a violation of local securities laws or regulations. If you have sold or transferred part of your holding of Existing Ordinary Shares you should immediately consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

This document, which comprises (i) a circular prepared in accordance with the Listing Rules of the UK Listing Authority and (ii) a prospectus relating to NCC Group plc (''NCC Group'') and the New Ordinary Shares prepared in accordance with the Prospectus Rules of the UK Listing Authority, has been approved by the FCA in accordance with section 87A of FSMA. This prospectus has been filed with the FCA and made available to the public in accordance with Rule 3.2.1 of the Prospectus Rules.

NCC Group and the Directors, whose names and principal functions are set out in section 1 of Part XVI of this document, accept responsibility for the information contained in this document. To the best of the knowledge and belief of NCC Group and the Directors, who have taken all reasonable care to ensure that such is the case, the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

YOU SHOULD READ THE WHOLE OF THIS DOCUMENT AND ALL DOCUMENTS INCORPORATED INTO IT BY REFERENCE, IN THEIR ENTIRETY. IN PARTICULAR, YOUR ATTENTION IS DRAWN TO THE LETTER FROM THE CHAIRMAN OF NCC GROUP WHICH IS SET OUT IN PART VII OF THIS DOCUMENT AND YOU SHOULD TAKE ACCOUNT OF THE SECTION ENTITLED RISK FACTORS ON PAGES 17 TO 25 (INCLUSIVE) OF THIS DOCUMENT FOR A DISCUSSION OF THE RISKS THAT MIGHT AFFECT THE VALUE OF YOUR SHAREHOLDING IN NCC GROUP. YOU SHOULD NOT RELY SOLELY ON INFORMATION SUMMARISED IN THE SUMMARY.

NCC Group plc

(Incorporated and registered in England and Wales with registered number 04627044)

Proposed Firm Placing of 22,949,986 New Ordinary Shares Proposed Placing and Open Offer of 22,986,307 New Ordinary Shares each at an Issue Price of 275 pence per New Ordinary Share in connection with the proposed acquisition of Fox-IT Holding B.V.

and

Application for admission of 45,936,293 New Ordinary Shares to the Official List and to trading on the main market for listed securities of the London Stock Exchange

and Notice of General Meeting

Sponsor, Corporate Broker and Joint Financial Adviser

Peel Hunt LLP

Joint Financial Adviser

Rickitt Mitchell & Partners Limited

The Existing Ordinary Shares are admitted to the premium listing segment of the Official List and admitted to trading on the London Stock Exchange's main market for listed securities. Application has been made to the UK Listing Authority for 22,949,986 Firm Placed Shares to be admitted to the premium listing segment of the Official List and has been made to the London Stock Exchange for 22,949,986 Firm Placed Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Firm Placing Admission will become effective, and that dealings for normal settlement in the Firm Placed Shares will commence, on the London Stock Exchange at or shortly after 8.00 a.m. (London time) on 24 November 2015. Application will be made to the UK Listing Authority for 22,986,307 Placed Shares and Open Offer Shares to be admitted to the premium listing segment of the Official List and will be made to the London Stock Exchange for 22,986,307 Placed Shares and Open Offer Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Placing and Open Offer Admission will become effective, and that dealings for normal settlement in the Placed Shares and the Open Offer Shares will commence, on the London Stock Exchange at or shortly after 8.00 a.m. (London time) on 18 December 2015.

The release, publication or distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Failure to comply with any such restrictions may constitute a violation of the securities laws of any jurisdiction. This document has been prepared to comply with requirements of English law, the Listing Rules, the Prospectus Rules and the rules of the London Stock Exchange and information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions outside England.

Peel Hunt LLP (''Peel Hunt''), which is a member of the London Stock Exchange, is authorised and regulated in the United Kingdom by the FCA. Peel Hunt is acting as sponsor, corporate broker and joint financial adviser to NCC Group and no one else in connection with the matters set out in this document and will not regard any other person (whether or not a recipient of this document) as its client in relation to the matters in this document and will not be responsible to anyone other than NCC Group for providing the protections afforded to clients of Peel Hunt, or for providing advice in relation to any matter referred to herein.

No representation or warranty, express or implied, is made by Peel Hunt as to any of the contents of this document. Apart from the liabilities and responsibilities, if any, which may be imposed on Peel Hunt by the Financial Services and Markets Act 2000 nor the regulatory regime established under it, Peel Hunt accepts no responsibility whatsoever for the contents of this document nor for any other statement made or purported to be made by it or on its behalf in connection with NCC Group, the Existing Ordinary Shares, the New Ordinary Shares, the Issue, the Acquisition or Admission. Peel Hunt accordingly disclaims all and any liability whatsoever whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this document or any such statement.

Rickitt Mitchell & Partners Limited (''Rickitt Mitchell'') is authorised and regulated in the United Kingdom by the FCA. Rickitt Mitchell is acting as joint financial adviser to NCC Group and no one else in connection with the matters set out in this document and will not regard any other person (whether or not a recipient of this document) as its client in relation to the matters in this document and will not be responsible to anyone other than NCC Group for providing the protections afforded to clients of Rickitt Mitchell, or for providing advice in relation to any matter referred to herein.

THE CONTENTS OF THIS DOCUMENT OR ANY SUBSEQUENT COMMUNICATION FROM NCC GROUP OR THE FINANCIAL ADVISERS OR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS ARE NOT TO BE CONSTRUED AS LEGAL, FINANCIAL OR TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT HIS, HER OR ITS OWN SOLICITOR, INDEPENDENT FINANCIAL ADVISER OR TAX ADVISER FOR LEGAL, FINANCIAL OR TAX ADVICE.

THIS DOCUMENT DOES NOT CONSTITUTE, AND MAY NOT BE USED FOR THE PURPOSES OF, ANY OFFER OR INVITATION TO SELL OR ISSUE OR THE SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR NEW ORDINARY SHARES TO OR BY ANYONE IN UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH OFFER, INVITATION OR SOLICITATION IS UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR INVITATION OR UNDERTAKE SUCH SOLICITATION. NONE OF THE NEW ORDINARY SHARES SHALL BE SOLD, ISSUED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

Notice of the General Meeting of Group, to be held at 11.00 a.m. on 16 December 2015 at Manchester Technology Centre, Oxford Road, Manchester M1 7EF, is set out at the end of this document. Whether or not you intend to be present at the General Meeting, please complete the Form of Proxy enclosed with this document in accordance with the instructions printed on the Form of Proxy and return it to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by no later than 11.00 a.m. on 14 December 2015 in order for it to be valid. Completion and return of the Form of Proxy will not preclude you from attending and voting at the General Meeting should you so wish.

The latest time and date for acceptance and payment in full for the Open Offer Shares is 11.00 a.m. on 14 December 2015. The procedures for acceptance and payment are set out in Part XI of this document and, where relevant, in the Application Form.

Qualifying Non-CREST Shareholders will find an Application Form enclosed with this document. Qualifying CREST Shareholders (none of whom will receive an Application Form) will receive a credit to their appropriate stock accounts in CREST in respect of the Open Offer Entitlements on 25 November 2015.

Applications under the Open Offer may only be made by the Qualifying Shareholders originally entitled thereto or by a person entitled by virtue of a bona fide market claim arising out of the sale or transfer of Existing Ordinary Shares prior to the date on which the relevant Existing Ordinary Shares are marked ''ex'' the entitlement by the London Stock Exchange. Holdings of Existing Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purposes of calculating entitlements under the Open Offer.

If the Open Offer Entitlements are for any reason not enabled by 25 November 2015 or such later time and/or date as NCC Group may decide, an Application Form will be sent to each Qualifying CREST Shareholder in substitution for the Open Offer Entitlements credited to its stock account in CREST. Qualifying CREST Shareholders who are CREST Sponsored Members should refer to their CREST Sponsors regarding the action to be taken in connection with this document and the Open Offer. The Application Form is personal to Qualifying Non-CREST Shareholders and cannot be transferred, sold, or assigned except to satisfy bona fide market claims.

Notice to Overseas Investors and Overseas Shareholders

The New Ordinary Shares have not been and will not be registered or qualified under the relevant laws of any state, province or territory of the Restricted Jurisdictions and may not be offered or sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, into or within any of the Restricted Jurisdictions except pursuant to an applicable exemption from registration or qualification requirements. Neither this document nor the Application Form is or constitutes an invitation or offer to sell or the solicitation of an invitation or an offer to buy New Ordinary Shares in the United States, Canada, Japan, Australia, South Africa or any jurisdiction in which such offer or solicitation is unlawful. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Subject to certain exceptions, neither this document nor the Application Form will be distributed in or into any Restricted Jurisdiction, and neither this document nor the Application Form constitutes a public offer of New Ordinary Shares to any person with a registered address in, or who is resident or located in (as applicable), any Restricted Jurisdiction.

The attention of Overseas Shareholders and any person (including, without limitation, nominees, custodians or trustees) who has a contractual or legal obligation to forward this document or the Application Form to a jurisdiction outside the United Kingdom is drawn to section 5 of Part XI of this document.

Notice to Shareholders in the United States

Applications under the Open Offer may only be made by the Qualifying Shareholders. Subject to certain limited exceptions at the discretion of NCC Group, Shareholders with addresses in the United States are non-Qualifying Shareholders and may not participate in the Open Offer.

Notice to Overseas Investors in the United States

The New Ordinary Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the ''US Securities Act'') or under any securities laws of any state or other jurisdiction of the United States. The New Ordinary Shares may not be offered, directly or indirectly, into or within the United States, except pursuant to an applicable exemption from, or a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer in the United States. As part of the Firm Placing and Placing, New Ordinary Shares are offered in the United States only to investors who are ''qualified institutional buyers'' or ''QIBs'' (as defined under Rule 144A under the US Securities Act) directly by NCC Group in reliance on Section 4(a)(2) of the US Securities Act or otherwise in transactions exempt from, or not subject to, the registration requirements under the US Securities Act. The New Ordinary Shares are being offered and sold outside the United States in reliance on Regulation S under the US Securities Act (''Regulation S'').

None of the securities referred to in this Prospectus have been approved or disapproved by the US Securities and Exchange Commission (the ''SEC''), any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offence in the United States.

The financial information included in this Prospectus has been prepared in accordance with International Financial Reporting Standards (''IFRS''). US generally accepted accounting principles (''US GAAP'') differ in certain significant respects from IFRS. None of the financial information in this Prospectus has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).

This Prospectus is being furnished by NCC Group in connection with an offering exempt from the registration requirements of the US Securities Act, solely for the purpose of enabling a prospective investor to consider the acquisition of New Ordinary Shares described herein. The information contained in this Prospectus has been provided by NCC Group and other sources identified herein. This Prospectus is being furnished on a confidential basis only to persons reasonably believed to be QIBs in the United States and other eligible persons outside of the United States. Any reproduction or distribution of this Prospectus, in whole or in part, in the United States and any disclosure of its contents or use of any information herein in the United States for any purpose, other than in considering an investment by the recipient in the New Ordinary Shares offered hereby, is prohibited. Each prospective investor in the New Ordinary Shares, by accepting delivery of this Prospectus, agrees to the foregoing.

Notice to New Hampshire residents only

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES (''RSA'') WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

Enforceability of US judgments

NCC Group is a public limited company incorporated under the laws of England and Wales. All of the Directors and the executive officers of NCC Group are citizens or residents of countries other than the United States. All or substantially all of the assets of such persons may be, and the majority of the assets of NCC Group are, located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or NCC Group, or to enforce against them judgments of US courts (in particular as NCC Group or its Directors and officers have not submitted to the jurisdiction of US courts), including judgments predicated upon civil liabilities under the securities laws of the United States or any state or territory within the United States. There is substantial doubt as to the enforceability in the United Kingdom in original actions or in actions for enforcement of judgments of US courts, based on the civil liability provisions of US federal securities laws. In addition, punitive damages in actions brought in the United States or elsewhere may be unenforceable in England and Wales.

Date of this document

The date of this document is 24 November 2015.

		Page
PART I	SUMMARY	5
PART II	RISK FACTORS	17
PART III	IMPORTANT INFORMATION	26
PART IV	EXPECTED TIMETABLE OF PRINCIPAL EVENTS	31
PART V	ISSUE STATISTICS	33
PART VI	DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS	34
PART VII	LETTER FROM CHAIRMAN OF NCC GROUP	35
PART VIII	SUMMARY OF THE PRINCIPAL TERMS OF THE ACQUISITION	46
PART IX	SOME QUESTIONS AND ANSWERS ABOUT THE ISSUE	48
PART X	INFORMATION ON THE NEW ORDINARY SHARES	53
PART XI	TERMS AND CONDITIONS OF THE OPEN OFFER	55
PART XII	TERMS AND CONDITIONS OF THE FIRM PLACING AND PLACING	72
PART XIII	INFORMATION ON NCC GROUP	82
PART XIV	OPERATING AND FINANCIAL REVIEW OF NCC GROUP	87
PART XV	HISTORICAL FINANCIAL INFORMATION RELATING TO NCC GROUP	93
PART XVI	DIRECTORS, SENIOR MANAGEMENT, CORPORATE GOVERNANCE AND EMPLOYEES	94
PART XVII	TAXATION CONSIDERATIONS	116
PART XVIII	ADDITIONAL INFORMATION	125
PART XIX	INFORMATION INCORPORATED BY REFERENCE	145
APPENDIX I	DEFINITIONS	148
APPENDIX II	NOTICE OF GENERAL MEETING	155

PART I

SUMMARY

Summaries are made up of disclosure requirements known as ''Elements''. These elements are numbered in Sections A – E (A.1 – E.7). This summary contains all the Elements required to be included in a summary for this type of securities and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of ''not applicable''.

	Section A – Introductions and warnings
Element	Disclosure requirement	Disclosure
A.1	Warning	This summary should be read as an introduction to this document. Any decision to invest in the New Ordinary Shares should be based on consideration of this document as a whole. Where a claim relating to the information contained in this document is brought before a court, the plaintiff investor might, under the national legislation of the member states of the EEA, have to bear the costs of translating this document before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this document or it does not provide, when read together with the other parts of this document, key information in order to aid investors when considering whether to invest in such securities.
A.2	Resale or final placement of securities through financial intermediaries	Not applicable. NCC Group is not engaging any financial intermediaries for any resale of securities or final placement of securities after publication of this document.
		Section B – Issuer
Element	Disclosure requirement	Disclosure
B.1	Legal and commercial name	NCC Group plc.
B.2	Domicile/legal form/ legislation under which the issuer operates/ country of incorporation	NCC Group is incorporated in England as a public limited company, limited by shares. Its registered office is situated in England and its registered number is 04627044. The principal legislation under which NCC Group operates is the Companies Act.
B.3	Current operations/ principal activities/ principal markets	NCC Group The Group, of which NCC Group is the parent company, is a global information assurance specialist providing organisations worldwide with escrow, verification, security consulting, web performance and domain services. The Group operates three main complementary divisions, NCC Group Escrow, NCC Group Assurance and NCC Group Domain Services from approximately 30 offices across the UK, mainland Europe, North America and Australia, providing information assurance services for over 15,000 organisations worldwide.

		Fox
		The Fox Group is a leading provider of high-end cyber security solutions comprising of cyber security products, managed security services, advanced threat intelligence, forensics and incident response, 'Sovereign Cryptography' and professional services. The Fox Group is recognised by Gartner as a leading provider of contextual threat intelligence, specialised managed security services and online fraud detection. Its customers include government agencies, national defence bodies and energy, utility, financial services, healthcare and telecommunications companies amongst
		others. The Fox Group is organised into three business divisions:
		* Advanced Threat Protection – this division provides a wide range of strategic security consulting services, threat intelligence driven managed security services, a managed security services platform for end-point protection and supporting products;
		* Threat Intelligence and Web/Mobile Event Analytics – this division focuses on actionable threat intelligence delivered as a hosted subscription and web portal primarily to large global banks and retailers. The Web/Mobile Event detection solution offers real-time behavioural analytics, event detection and threat mitigation in the web/mobile transaction layer; and
		* High Assurance Services and Secure Infrastructure – this division provides classified tactical deployment and security operations support. It also provides mission-critical cryptology and encryption management solutions.
B.4a	Most significant recent trends of NCC Group and its industry	The Group's three divisions, NCC Group Escrow, NCC Group Assurance and NCC Group Domain Services operate in different markets and therefore experience different trends.
		The traditional software escrow market in relation to on-premise software is a relatively mature market. The Group has provided escrow services since its formation and is experienced in this market. In recent years, the Group has also created and then refined its escrow product range aimed at the growing software as a service (SaaS) market.
		The information security market place, which is served by the Assurance division, continues to rapidly evolve. Cybercrime and data breaches continue to proliferate. In the UK, a significant proportion of large organisations experience security breaches. According to the 2015 Information Security Breaches Survey commissioned by HM Government from PwC, the worst breaches cost large organisations on average £1.5 million – £3.1 million (up from £0.6 million – £1.2 million the previous year). This combined with high profile cyber security attacks (such as the widely reported attacks on Ashley Madison and TalkTalk) in turn has been reflected in a growth in demand for the services offered by the Assurance division.
		The Group's Domain Services division remains focused on 'developing trust in the internet'. Data and security breaches not only undermine those organisations that are affected but also continually undermine consumer confidence in the internet and this division's goal is to put its customers in a position to help to address those consumer concerns. Whilst the Group has created .trust which is a unique domain that can only be adopted by customers who agree to adopt rigorous security practices and policies, the Group has also identified that many businesses need support and help to move along the journey towards such an enhanced level of internet security. Consequently, the Group is currently focusing its efforts on the

		provision of managed security services solutions and helping customers identify where they are in that journey and what domains they own by offering services such as brand estate review.
		Another trend in the wider cyber security industry is the emerging market in threat intelligence. Threat intelligence is the use of evidence-based knowledge about existing or emerging threats or hazards to IT security. Provision of both contextual and advanced threat intelligence is forecast to be a core growth area of Fox's business and this is one of the key reasons for the Acquisition. Advanced persistent threats security spending, with a focus on threat intelligence and 'big data' security analytics beyond traditional security information management.	are driving and event
B.5	Group structure	NCC Group is the parent company of the Group. The subsidiaries and associated undertakings of NCC Group (being those which are considered by NCC Group to be most likely significant effect on the assessment of the assets and liabilities, financial position or profits and losses of NCC Group) are set out below:	principal to have a
			Percentage
		Name	ownership interest
		NCC Group (Solutions) Limited	100
		NCC Services Limited	100
		NCC Group Performance Testing Limited	100
		NCC Group Security Services Limited NCC Group SDLC Limited	100 100
		NCC Group Escrow Europe BV	100
		NCC Group Escrow Europe (Switzerland) AG	100
		NCC Group GmbH	100
		FortConsult A/S NCC Group Security Services, Inc.	100 100
		NCC Group Escrow Associates, LLC	100
		NCC Group Domain Services, Inc.	100
		NCC Group, Inc.	100
		Open Registry S.A. Clearinghouse for Intellectual Property S.A.	100 100
		Nexperteam CVBA	100
		Signify Solutions Limited	100
		RandomStorm Limited	100
		Accumuli Security Limited Armstrongadams Limited	100 100

B.6	Notifiable interests	As at 23 November 2015 (being the latest practicable date prior to the publication of this document), accordance with DTR5 of the Disclosure and Transparency Rules of the following interests in NCC Group Ordinary Shares:	NCC Group	had been	notified in
				Number of NCC Group Ordinary Shares	Percentage interest of issued NCC Group share capital
		Mawer Investment Management Liontrust Asset Management Montanaro Asset Management Legal & General Investment		28,547,656 22,754,675 20,325,706	12.4 9.9 8.8
		Management Capital Research Global Investors Henderson Global Investors		15,557,588 13,890,000 7,343,368	6.8 6.0 3.2
		Save as disclosed in this section, NCC Group is not aware of any person who, as at 23 November 2015 (being the latest practicable date prior to the publication of this document), directly or indirectly, has a holding in NCC Group which is notifiable under English law.
	Different voting rights/ controlling interests	Not applicable. None of NCC Group's major shareholders have different voting rights. To the extent known to NCC Group, NCC Group is not directly or indirectly owned or controlled by any person or any group of persons.
B.7	Historical key financial information for NCC Group	The selected financial information set without material adjustment from the audited annual report and accounts of NCC Group for the years ended 31 May 2013, 31 May 2014 and 31 May 2015, each prepared under IFRS:	out below	has been	extracted
			Audited financial results for the year ended 31 May 2013	Audited financial results for the year ended 31 May 2014	Audited financial results for the year ended 31 May 2015
			£000	£000	£000
		Consolidated income statement information
		Revenue	99,225	110,661	133,696
		Gross profit	35,849	39,468	40,868
		Operating profit	19,827	24,072	22,609
		Profit before tax	18,758	23,211	21,421
		Basic earnings per share	7.0p	8.7p	8.0p
		Diluted earnings per share Consolidated balance sheet information	6.9p	8.6p	7.8p
		Total assets	140,861	158,510	279,965
		Net current liabilities	(5,086)	(296)	(12,293)
		Net debt	(25,263)	(23,574)	(50,552)
		Total equity	70,470	79,596	131,726
		Set out below are details of significant changes in the financial condition, operating results and trading position of the Group during the period covered by the audited annual report and accounts for the three years

ended 31 May 2013, 31 May 2014 and 31 May 2015 (being the date of NCC Group's latest published audited annual report and accounts) and for the period since 31 May 2015.
Year ending 31 May 2013
The Group increased revenue by 13% to £99.2 million (2012: £87.7 million). Organic revenue growth was 8%, excluding the contribution from the two US businesses acquired in August 2012, Matasano Security LLC and Intrepidus Group, Inc.
The Group generated strong margins. Adjusted Group operating profit grew by 2% to £23.9 million (2012: £23.4 million) and adjusted Group pre tax profit marginally improved to £23.0 million (2012: £22.6 million). The Group's reported pre-tax profit was £18.8 million (2012: £10.6 million).
The Group was highly cash generative with operating cash flow before interest and tax of £23.0 million (2012: £24.6 million), which gave a cash conversion ratio of 116% of operating profit before interest and tax (2012: 131%). The Group ended the year with net debt of £25.3 million (2012: £22.7 million).
The Group renewed its banking facility with the Royal Bank of Scotland, which provided a £40 million revolving credit facility and a £5 million overdraft, running until July 2016. Interest on the facility was charged between 1.5% and 2.25% over LIBOR based on the Group's net debt/ EBITDA ratio.
Following the Group's application to register the .secure gTLD, the Group established a new wholly owned subsidiary, Artemis Internet, Inc. in San Francisco, to develop the critical infrastructure and know-how to deliver, what it termed, the Domain Assured Project. On 21 June 2013, it was confirmed by ICANN that the application for the .secure gTLD had completed and passed the initial evaluation process. This marked the start of the Group's Domain Services division.
Year ending 31 May 2014
The Group increased revenue by 12% to £110.7 million (2013: £99.2 million).
The Group generated strong margins and adjusted Group operating profit grew by 9% to £26.0 million (2013: £23.9 million). Adjusted Group pre-tax profit improved to £25.3 million (2013: £23.0 million). The Group's reported pre-tax profit was £23.2 million (2013: £18.8 million).
The Group was highly cash generative with an operating cash flow before interest and tax of £28.9 million (2013: £23.0 million), which gave a cash conversion ratio of 120% of operating profit before interest and tax (2013: 116%). The Group ended the year with net debt of £23.6 million (2013: £25.3 million).
Year ending 31 May 2015
The Group increased revenue by 21% to £133.7 million (2014: £110.7 million).
The Group generated strong margins and adjusted Group operating profit grew to £26.4 million (2014: £26.0 million). Adjusted Group pre-tax profit improved to £25.5 million (2014: £25.3 million). The Group's reported pre-tax profit was £21.4 million (2014: £23.2 million).
The Group was highly cash generative with an operating cash flow before interest and tax of £24.3 million (2014: £28.9 million), which gave a cash conversion ratio of 107% of operating profit before interest and tax (2014: 120%).
The Group ended the year with net debt of £50.6 million (2014: £23.6 million).

	On 19 January 2015, the Group acquired the Open Registry Group of Companies for a maximum consideration of £14.9 million (A19.5 million), of which £7.9 million (A10.3 million) was paid on completion. Two further payments of up to £7.0 million (A9.2m) in total may be payable over a period of approximately 36 months from completion depending upon whether performance related targets are met.
	On 19 March 2015, the Group increased its banking facilities with the Royal Bank of Scotland to £80 million, comprising of a multicurrency revolving credit facility of up to £68 million, a further revolving credit facility of up to £10 million and a £2 million working capital multicurrency overdraft on the same terms. Interest on the facilities is charged between 1.5% and 2.25% over LIBOR based on the Group's net debt/EBITDA ratio.
	On 30 April 2015, NCC Group acquired 100% of the share capital of Accumuli plc. The consideration for the acquisition was the issue of approximately 20.4 million NCC Group Ordinary Shares and the payment of approximately £10 million in cash to the shareholders of Accumuli plc.
	Following competition with another party for the .secure gTLD and the Group's acquisition of the right to operate the .trust gTLD, the Group withdrew its application for the .secure gTLD in December 2014 (in return for cash consideration) to focus on the .trust gTLD.
	Events since the year ending 31 May 2015
	On 15 October 2015, NCC Group published a trading update covering the four months from 1 June 2015 to 30 September 2015, the key updates were:
	* Group reported revenues increased by 48% (September 2014: 13%) to £58.5 million (September 2014: £39.5 million) with organic growth up 17% (September 2014: 13%).
	* The Escrow division continued to perform strongly. Revenue grew by 8% (September 2014: 5%) to £10.5 million (September 2014: £9.7 million).
	* The Assurance division continued to perform strongly with a 57% increase in revenue (September 2014: 14%) to £46.0 million (September 2014: £29.2 million). Excluding Accumuli, organic growth was 19% (September 2014: 14%).
	* The Domain Services division was impacted by delays in the development of the domain services market during the period, consequently the Open Registry Group of Companies and .trust did not meet the Group's initial expectations. The Group reported it will therefore slow and refocus its investment in the division until the market is more advanced.
	* The Domain Services division reported an increase in revenue to £2.1 million (September 2014: £0.6 million), an increase of 60% on an organic basis, and that in the short-term it is to focus on the provision of managed security services.
	* The integration of Accumuli (acquired on 30 April 2015) was reported to be largely completed.
	On 20 November 2015, NCC Group and certain other companies in the Group entered into the New Facilities Agreement relating to the Group's new borrowing facilities provided by the New Facilities Lenders. The New Facilities are committed for five years and comprise a £30 million term loan and a £80 million revolving credit facility. The New Facilities are unsecured. Repayment is guaranteed by each material subsidiary of NCC Group incorporated in the United Kingdom.

		Apart from the items referred to above there has been no significant change to the Group's financial condition and operating results during or subsequent to the period covered by the historical key financial information on the Group set out in this section.
B.8	Selected key pro forma financial information	Not applicable. NCC Group does not have a complex financial history and has not made any significant financial commitment.
B.9	Profit forecast and estimate	Not applicable. NCC Group has not made a profit forecast or estimate.
B.10	Qualifications in the audit reports	Not applicable. The audit reports on the historical financial information contained in, or incorporated by reference into, this document are not qualified.
B.11	Insufficiency of working capital for present requirements	Not applicable. NCC Group is of the opinion that, after taking into account the net proceeds of the Issue, the working capital available to the Group is sufficient for its present requirements, that is for at least the next 12 months from the date of publication of this document.
		NCC Group is of the opinion that, after taking into account the net proceeds of the Issue, the working capital available to the Enlarged Group is sufficient for its present requirements, that is for at least the next 12 months from the date of publication of this document.
		Section C – Securities
Element	Disclosure requirement	Disclosure
C.1	Type and the class of the securities	NCC Group will issue 45,936,293 fully paid ordinary shares of 1 pence each in the capital of NCC Group pursuant to the Issue. The ISIN the New Ordinary Shares will trade under is GB00B01QGK86.
C.2	Currency of the securities issue	The Existing Ordinary Shares are denominated in Pounds sterling and the New Ordinary Shares will be denominated in Pounds sterling.
C.3	Shares issued/value per share	As at 23 November 2015 (being the latest practicable date before the publication of this document), NCC Group has in issue 229,863,070 fully paid ordinary shares of 1 pence each (including 116,714 Treasury Shares).
C.4	Description of the rights attaching to the securities	NCC Group Ordinary Shares rank equally in all respects and have the following rights attaching to them: on a show of hands at a general meeting, every member present in person has one vote and every proxy or representative present who has been duly appointed by a member entitled to vote has one vote; and on a poll every member (whether present in person or by proxy or representative) has one vote per NCC Group Ordinary Share; the right to receive dividends on a pari passu basis; and * if NCC Group is wound up, with the sanction of a special resolution and any other sanction required by law and subject to the Companies Act, the liquidator may divide among the members in specie the whole or any part of the assets of NCC Group and for that purpose may value any assets and determine how the division shall be carried out as between the members or different classes of members.

C.5	Restrictions on free transferability of the securities	Not applicable. There are no restrictions on the free transferability of the NCC Group Ordinary Shares.
C.6	Admission/regulated markets where the securities are traded	Application has been made to the UK Listing Authority for 22,949,986 Firm Placed Shares to be admitted to the premium listing segment of the Official List and has been made to the London Stock Exchange for 22,949,986 Firm Placed Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Firm Placing Admission will become effective, and that dealings for normal settlement in the Firm Placed Shares will commence, on the London Stock Exchange at or shortly after 8.00 a.m. (London time) on 24 November 2015. Application will be made to the UK Listing Authority for 22,986,307 Placed Shares and Open Offer Shares to be admitted to the premium listing segment of the Official List and will be made to the London Stock Exchange for 22,986,307 Placed Shares and Open Offer Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Placing and Open Offer Admission will become effective, and that dealings for normal settlement in the Placed Shares and the Open Offer Shares will commence, on the London Stock Exchange at or shortly after 8.00 a.m. (London time) on 18 December 2015.
C.7	Dividend policy	The Board of the Enlarged Group will decide the absolute level of any future dividends taking into account the Enlarged Group's underlying earnings, cash flows, capital investment plan and the prevailing market outlook, however subject to unforeseen circumstances, NCC Group intends to pursue its progressive dividend policy.
		Section D – Risks
Element	Disclosure requirement	Disclosure
D.1	Key information on the key risks that are specific to the Group or its industry	Key information on the key risks specific to the Group and its industry are: The Group's ability to provide services to its customer base is heavily dependent on its continued and uninterrupted access to information technology systems. The Group's success depends, to a significant extent, on the continued services of its senior management team, which has substantial knowledge of, and experience and expertise in, the information assurance industry. The success of the Group is dependent on recruiting, retaining, motivating and developing sufficient appropriately skilled and competent people at all levels of its organisation. As a provider of information assurance services, maintaining a good reputation is integral to the Group's future business success as customers are unlikely to choose to receive services from an information assurance provider they do not trust. The Group is a particular target for cyber criminals given the services it provides. Any damage to the Group's reputation (including by a cyber security breach) could result in the loss of repeat business as well as reducing the ability of the Group to attract new customers. * The Group's success depends in part upon its ability to keep pace with technological developments. To achieve its strategic objectives and remain competitive, the Group must continue to develop and enhance its information systems and technological product

		offerings. The Group may be unable to continue to design, develop, implement or utilise, in a cost-effective manner, information systems and products that provide the capabilities necessary for the Group to compete effectively. Part of the revenue (including recurring revenue) of the Assurance division is derived from the re-sale of third party software products. Should the owners of that third party software choose to cease to do business with the Group this would reduce the revenues of the Group. As with all resellers of information technology (and software products in particular), the Assurance division is at risk of third party intellectual property infringement claims. There is a risk that some or all of the expected benefits of the Acquisition may fail to materialise, or may not occur within the time periods anticipated by the Directors, or that the level of investment required to achieve these benefits may be higher than expected. The integration of Fox into the Enlarged Group may take longer than anticipated or might be more difficult or expensive than the Board have anticipated. Resolving problems arising in connection with the integration may also take a significant amount of management time and divert management away from other activities. In addition, the loss of members of Fox's senior management team may result in the Enlarged Group finding it difficult to successfully integrate Fox. The Group has pursued and intends to continue to pursue growth opportunities through a combination of organic growth and acquisitions. Acquisitions always carry risks and the Group may be unable to successfully integrate the acquisitions. The Group may also be liable for the past acts, omissions or liabilities of the companies or businesses it has acquired, which maybe unforeseen and in excess of the value of any warranties or guarantees received from the sellers of such companies or businesses.
D.3	Key information on the key risks that are specific to the securities	Key information on the key risks specific to the New Ordinary Shares are: A Qualifying Shareholder who does not take up their Open Offer Entitlements in full (and does not receive any other New Ordinary Shares pursuant to the Issue) will have their shareholding in NCC Group diluted by up to approximately 20.0 per cent. as a result of the Issue. A Qualifying Shareholder who takes up their Open Offer Entitlements in full (and does not receive any other New Ordinary Shares pursuant to the Issue) will have their shareholding in NCC Group diluted by approximately 10.0 per cent. as a result of the Firm Placing. The value of an investment in NCC Group Ordinary Shares may go down as well as up and any fluctuations may be material and may not reflect the underlying asset value. For example, following the Acquisition, operating results and prospects from time to time may be below expectations of market analysts and investors, which could result in a decline in the market price of NCC Group Ordinary Shares. Any future issue of NCC Group Ordinary Shares will further dilute the holdings of Shareholders and could adversely affect the market price of NCC Group Ordinary Shares. * The Companies Act provides for pre-emptive rights to be granted to Shareholders, unless such rights are disapplied by a special resolution in accordance with the Articles. However, securities

		laws of certain jurisdictions may restrict NCC Group's ability to allow the participation of Shareholders in future offerings. In particular, US holders of NCC Group Ordinary Shares may be excluded from exercising any such pre-emption rights they may have.
		Section E – Offer
Element	Disclosure requirement	Disclosure
E.1	Total net proceeds and costs of the issue	The gross proceeds of the Issue will be approximately £126.3 million. The net proceeds of the Issue will be approximately £121.1 million, after estimated expenses of approximately £5.2 million. No expenses will be charged by NCC Group to subscribers of New Ordinary Shares in connection with the Issue.
E.2a	Reasons for the offer/use of the proceeds/net amount of the proceeds	On 24 November 2015, NCC Group announced the proposed Issue, through the proposed Firm Placing and Placing and Open Offer, to raise approximately £126.3 million (gross). The net proceeds of the Issue will be used principally to finance the acquisition of Fox. The consideration payable under the terms of the Acquisition is to be satisfied as to approximately A108.25 million in cash on completion of the Acquisition (subject to a completion accounts adjustment mechanism (in respect of net debt and working capital)), A10 million in cash and A2.5 million in NCC Group Ordinary Shares on the first anniversary of Completion, and A10 million in cash and A2.5 million in NCC Group Ordinary Shares on the second anniversary of Completion. The Firm Placing is being undertaken pursuant to existing Shareholder authorities to allot new NCC Group Ordinary Shares and is not subject to a Shareholder vote. NCC Group will use the proceeds of the Firm Placing, combined with a drawdown under the New Facilities, to complete the Acquisition. The proceeds from the Placing and Open Offer, which is subject to Shareholder approval, will subsequently be used to reduce the Group's overall net debt position and to fund the Group's future growth strategy, including potential acquisitions.
E.3	Terms and conditions of the offer	Background NCC Group intends to raise £126.3 million (gross) by way of the Firm Placing of 22,949,986 New Ordinary Shares to certain new and existing institutional investors and the Placing and Open Offer of 22,986,307 New Ordinary Shares, each at an Issue Price of 275 pence per New Ordinary Share. The New Ordinary Shares will represent in aggregate 16.7 per cent. of the Enlarged Issued Share Capital. Peel Hunt, as agent of NCC Group, has conditionally placed the Placed Shares at the Issue Price pursuant to the Underwriting Agreement. Qualifying Shareholders are being offered the right to subscribe for Open Offer Shares in accordance with the terms of the Placing and Open Offer. Qualifying Shareholders are not being offered the right to subscribe for the Firm Placed Shares. The Board considers the Firm Placing and Placing and Open Offer to be an appropriate fundraising structure, providing certainty of funds to complete the Acquisition and access to new institutional investors to broaden NCC Group's shareholder base, whilst providing existing Shareholders with the opportunity to participate in the fundraising through the Open Offer.

	All elements of the Issue have the same Issue Price. The Issue Price of 275 pence per New Ordinary Share represents an effective 3.9 per cent. discount to the Closing Price of 286.25 pence per NCC Group Ordinary Share on 23 November 2015 (being the latest practicable date prior to the publication of this document). The Issue Price has been set by the Directors following their assessment of market conditions and following discussions with a number of institutional investors. The Directors are in agreement that the level of discount and method of issue are appropriate to secure the investment necessary.
	The Issue is being fully underwritten by Peel Hunt, subject to certain conditions.
	The Firm Placed Shares and the Placed Shares may be offered (a) to certain institutional and qualified professional investors in the United Kingdom and elsewhere, and (b) in the United States only to investors who are ''qualified institutional buyers'' or ''QIBs'' (as defined under Rule 144A under the US Securities Act) directly by NCC Group in reliance on an exemption from the registration requirements of the US Securities Act provided under Section 4(a)(2) under the US Securities Act or otherwise in transactions exempt from, or not subject to, the registration requirements under the US Securities Act. The Firm Placed Shares and the Placed Shares are being offered and sold outside the United States in reliance on Regulation S under the US Securities Act.
	Firm Placing
	Peel Hunt, as agent of NCC Group, has conditionally placed the Firm Placed Shares at the Issue Price to raise gross proceeds of approximately £63.1 million pursuant to the Underwriting Agreement. The Firm Placed Shares represent approximately 50.0 per cent. of the New Ordinary Shares and have been placed with institutional and other investors. The Firm Placed Shares are not subject to clawback.
	Placing and Open Offer
	As part of the Placing and Open Offer, the Open Offer Shares are being conditionally allocated to Placees who have agreed to subscribe for the Placed Shares. The Placed Shares are subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer.
	Subject to certain limited exceptions at the discretion of NCC Group, Shareholders with addresses in the United States are non-Qualifying Shareholders and may not participate in the Open Offer.
	Subject to the fulfilment of the conditions of the Open Offer, Qualifying Shareholders are being given the opportunity to subscribe, at the Issue Price, for Open Offer Shares on the following basis:
	1 Open Offer Share for every 10 Existing Ordinary Shares
	held by Qualifying Shareholders and registered in their name at the close of business on the Record Date.
	Open Offer Entitlements under the Open Offer will be rounded down to the nearest whole number and any fractional entitlements to Open Offer Shares will not be allocated and will be disregarded.
	No application in excess of a Qualifying Shareholder's Open Offer Entitlements will be met, and any Qualifying Shareholder so applying will be deemed to have applied for its Open Offer Entitlements only.
	Conditions
	The Firm Placing was conditional, inter alia, upon:
	* the Acquisition Agreement having been executed and there being no ability for the Sellers to terminate the Acquisition Agreement; and

		* Firm Placing Admission becoming effective by not later than 8.00 a.m. on 24 November 2015.
		The Placing and Open Offer is conditional, inter alia, upon:
		* the Underwriting Agreement becoming unconditional in all respects;
		* the passing of the Resolutions at the General Meeting without any amendment not previously approved in writing by Peel Hunt;
		* the Acquisition Agreement and the New Facilities Agreement each having become unconditional in all respects and not being terminated or rescinded prior to Placing and Open Offer Admission, nor subject to any material amendment not previously approved in writing by Peel Hunt;
		* there having been no breach by NCC Group of its obligations under the Underwriting Agreement which has a Material Adverse Effect;
		* there not having occurred or arisen prior to Placing and Open Offer Admission any significant new factor, material mistake or inaccuracy as is referred to in section 87G of the FSMA which requires a supplementary prospectus to be published by NCC Group and which has a Material Adverse Effect; and
		* Placing and Open Offer Admission becoming effective by not later than 8.00 a.m. on 18 December 2015 (or such later time and/or date as NCC Group and Peel Hunt may agree, being no later than 4.00 p.m. on 8 January 2016).
E.4	Interests that are material to the issue/ conflicting interests	Not applicable. There are no interests, known to NCC Group, that are material to the Issue or which are conflicting interests.
E.5	Name of the offeror/ lock-up agreements	Not applicable. There are no entities or persons offering to sell the New Ordinary Shares, and there are no lock-up agreements.
E.6	Dilution	A Qualifying Shareholder who does not take up their Open Offer Entitlements in full (and does not receive any other New Ordinary Shares pursuant to the Issue) will have their shareholding in NCC Group diluted by up to approximately 20.0 per cent. as a result of the Issue. A Qualifying Shareholder who takes up their Open Offer Entitlements in full (and does not receive any other New Ordinary Shares pursuant to the Issue) will have their shareholding in NCC Group diluted by approximately 10.0 per cent. as a result of the Firm Placing.
E.7	Estimated expenses charged to the investor	Not applicable. No expenses will be directly charged to the investor by NCC Group.

PART II

RISK FACTORS

Any investment in NCC Group and the New Ordinary Shares carries a number of risks. Prospective investors should review this document carefully and in its entirety (together with any documents incorporated by reference into it) and consult with their professional advisers before acquiring any New Ordinary Shares. You should carefully consider the risks and uncertainties described below, together with all other information in this document and the information incorporated into this document by reference, before making any investment decision. Prospective investors should note that the risks relating to the Group, its industry and the New Ordinary Shares summarised in the section of this document headed ''Summary'' are the risks that the Directors believe to be most essential to an assessment by a prospective investor of whether to consider an investment in the New Ordinary Shares. However, as the risks which the Group faces relate to events and depend on circumstances that may or may not occur in the future, prospective investors should consider not only the information on the key risks summarised in the section of this document headed ''Summary'' but also, among other things, the risks and uncertainties described below.

Additional risks and uncertainties that are not presently known to the Directors, or which they currently deem immaterial, may also have an adverse effect on NCC Group's operating results, financial condition or prospects. If any such risks were to materialise, the price of NCC Group Ordinary Shares could decline as a consequence and investors could lose all or part of their investment.

The information given is as of the date of this document and, except as required by the FCA, the London Stock Exchange, the Listing Rules, the Prospectus Rules or any other applicable law, will not be updated. Any forward looking statements are made subject to the reservations specified under ''Forward Looking Statements'' on page 27 of this document.

Risks relating to the Group

1 Failure of information technology systems

The Group's ability to provide services to its customer base is heavily dependent on its continued and uninterrupted access to information technology systems. In particular, a number of the services provided by the Group's Assurance division (including security consulting, certain managed services and web performance testing) could not be performed by the Group without access to information technology systems. Services that are provided 24 hours a day every day of the year, include the first and second line support provided by the Assurance division's security operation centre (SOC) or the continual monitoring services provided by the Domain Services division. These services would be fundamentally affected if a catastrophic or prolonged failure of the Group's IT infrastructure occurred. Whilst the Group has IT recovery, business continuity and failover plans in place, if these proved to be inadequate, the Groups' ability to provide such services would be materially and adversely affected. In addition, as a provider of information assurance services, maintaining the security and integrity of all such systems is of paramount importance. As a provider of information assurance services, the Group is a particular target for cyber criminals and whilst it takes steps to mitigate these risks including by the use of malware protection, network security controls, physical security controls and encryption of mobile devices these risks can never be entirely eliminated. Were a security breach to occur it may not only result in loss or damage to the Group's sensitive data (and potentially that of its customers) but may also result in significant damage to the reputation and future business prospects of the Group. In addition to the specific risks identified above, the Group's systems are vulnerable to damage or interruption from human error, natural disasters (including earthquakes, floods and lightning strikes), fires, power loss, telecommunication failures and similar events. These systems may also be subject to sabotage, vandalism and similar misconduct. The same is true of the third-party service and software providers on which the Group depends. Further, there is no assurance that the Group's systems will function as designed or keep pace with the Group's rate of growth. Any interruptions or failures of the Group's information technology systems could therefore have a material adverse effect on the Group's business, prospects, financial condition and the results of operations.

2 Loss of key management

The Group's success depends, to a significant extent, on the continued services of its senior management team, which has substantial knowledge of, and experience and expertise in, the information assurance industry. The members of the senior management team are instrumental to the continued success of the Group as they enable the Group to manage its current business and develop and execute strategies for its future expansion. Many of the members of the Group's senior management team, including its Chief Executive, Rob Cotton, have been employed by the Group for many years and have a detailed knowledge of the Group and its history that would be difficult to replicate. There can be no guarantee that any of the senior management team will remain employed by the Group. As the Group's business relates to the provision of specialist information assurance services, the Group may also find it comparatively difficult to recruit new members to the senior management team who have the requisite industry knowledge and (where necessary) technical expertise. Consequently, the loss of members of its key management team, or the inability to attract and retain appropriately skilled and knowledgeable replacements could have a material adverse effect on the Group's business, prospects, financial condition and the results of operations.

3 Failure to attract, develop and retain appropriately skilled personnel

The success of the Group is dependent on recruiting, retaining, motivating and developing sufficient appropriately skilled and competent people at all levels of its organisation. In addition, the Group has a particular requirement for a number of specialist information assurance personnel. These personnel are often required to have highly specialist skills and/or particular qualifications or certifications. The Group frequently faces intense competition in relation to the recruitment of such personnel from other companies and organisations. This competition can in turn result in the typical salaries demanded by such personnel increasing. This represents a risk for the Group's business as the amounts it is able to charge its customer base for the provision of services may not reflect the increased salary demands of its specialist personnel. In addition, should the Group fail to recruit or retain sufficient skilled and competent personnel this could impact on its ability to grow and expand and consequently could have a material adverse effect on the Group's business, prospects, financial condition and the results of operations.

4 Damage to reputation

As a provider of information assurance services, maintaining a good reputation is integral to the Group's future business success as customers are unlikely to choose to receive services from an information assurance provider they do not trust. Risks to the Group's reputation could arise from a variety of sources including failing to meet customer expectations on project delivery, service delivery and consulting assignments. A particular reputational risk in relation to the Group's escrow business would be the major failure of the Group's escrow operations such as the loss by the Group of source code that has been deposited with it. Some of the other services that the Group provides to clients (such as security consulting) carry a risk of the customer's own information technology systems being harmed, loss of the customer's data or the customer's security being breached. A material incident of this nature could cause significant reputational damage to the Group. A material part of the Group's revenue relates to recurring expenditure from its customer base and any damage to its reputation could also result in the loss of repeat business as well as reducing the ability of the Group to attract new customers. In addition, the Group's reputation could be significantly damaged by a cyber security breach (or other material incident) affecting the Group's own information technology systems. This risk has been increased by the use by the Group of its .trust top-level domain. As the .trust domain is specifically designed to create a safer internet experience for end users, it makes it a particular target for hackers and other cyber criminals. In addition, incidents affecting the Group's reputation may in turn lead to litigation and/or other claims or disputes arising in respect the Group. The occurrence of any of these events could have a material adverse effect on the Group's business, prospects, financial condition and the results of operations.

5 Acquisitions

The Group has pursued, and intends to continue to pursue, growth opportunities through a combination of organic growth and through the acquisition of complementary companies and businesses. In the future, the Group may not be able to identify appropriate future acquisitions or successfully agree terms for (and complete) those acquisitions, which in turn may adversely affect the future growth of the Group. Acquisitions always carry risks and the Group may be unable to successfully integrate the acquisitions that it makes resulting in acquisitions not achieving the same levels of revenue, profitability or productivity as the Group's existing business. The Group may also be liable for the past acts, omissions or liabilities of the companies or businesses it has acquired, which may be unforeseen or greater than anticipated and may be in excess of the value of any warranties and guarantees received from the sellers of such companies or businesses. Furthermore, acquiring businesses, working towards their successful integration and resolving any difficulties that arise may require a disproportionate amount of the Group's resources and management's attention. Any of these events, should they occur, could have a material adverse effect on the Group's business, prospects, financial condition and the results of operations.

6 New technological developments

The Group's success depends in part upon its ability to keep pace with technological developments. To achieve its strategic objectives and remain competitive, the Group must continue to develop and enhance its information systems and technological solution and service line offerings. The Group may be unable to continue to design, develop, implement or utilise, in a cost-effective manner, information systems and products that provide the capabilities necessary for the Group to compete effectively. Any failure to keep pace with changes in the cyber security industry or adapt to technological developments, or the development and introduction of a superior solution or service line by a competitor, could result in the Group failing to capture what may become an increasingly important part of the cyber security market and this could have a material adverse effect on the Group's business, prospects, financial condition and results of operations.

7 Competitive environment

The Group operates within a highly competitive environment. All of the Group's divisions are at risk of new lower priced competitors entering the marketplace in which the Group operates and competing with the Group on price. The Group has chosen to pursue a strategy of providing high quality services but this in turn means that competitors may decide to offer a lower quality service at a cheaper price. The Group is also at risk from boutique organisations (without the Group's infrastructure and strength in depth) competing on price in relation to some service lines. The competitive environment within which the Group operates also increases the pressure on the recruitment and retention of personnel as discussed above. An increase in competition may affect the Group's ability to raise prices for its solutions and services in the future and may even lead to downward price pressure. For the aforementioned reasons, competition could have a material adverse effect on the Group's business, prospects, financial condition and the results of operations.

8 Investment in new areas

Investing in new business areas can require significant financial expenditure and require a significant amount of management time and attention. Where the Group develops new solutions or services it may not have the requisite expertise to fully develop and exploit those solutions and services. New solutions and services may not deliver any return, may deliver less than the targeted return on investment or may take longer to deliver a return than was originally anticipated. Investing in new solutions and services that have unsuccessful outcomes could also adversely affect the reputation of the Group and lead to a decline in its share price or the perceived desirability of its solutions and services. The occurrence of any of these negative impacts could have a material adverse effect on the Group's business, prospects, financial condition and the results of operations and could also impact its ability to develop new solutions and services in the future.

9 Ethical and legal breaches

As maintaining its reputation is integral to the Group's continued success, the Group is particularly exposed to risk should it commit a substantive ethical breach or be in material non-compliance with law as the publicity surrounding any such breach or non-compliance could negatively impact the likelihood of existing or future customers wishing to do business with the Group. Ethical or legal breaches could also expose the Group to regulatory fines and/or censure, litigation and/or claims for compensation. As the Group has operations in the UK, mainland Europe, the US and Australia (and contracts with entities all over the world), the Group has an increasing burden in ensuring legal and regulatory compliance across multiple jurisdictions. Not only does the Group need to comply with law and regulation across a wide range of jurisdictions, it also has to stay abreast of developments in such laws. Should the Group fail to meet this burden this could have a material adverse effect on the Group's business, prospects, financial condition and the results of operations. In addition to the Group's own need to trade ethically and in compliance with law, a number of the Group's customers require it to commit to comply with ethical trading and similar policies as well as applicable law as part of their contractual arrangements with the Group. Ethical and legal breaches could, therefore, lead to the Group being in breach of those contracts and potentially risking the early termination of those contracts or damages claims in respect of breach. The occurrence of any of these events could have a material adverse effect on the Group's business, prospects, financial condition and the results of operations.

10 Failure to protect intellectual property

Some of the Group's solutions and services are capable of being protected by intellectual property rights. There are a combination of intellectual property rights that are relevant to the Group's solutions and services; these include confidentiality, know-how, trademarks, copyright and patents. Some intellectual property rights offer limited protection only and despite the Group's best efforts, unauthorised third parties (including ex-employees) may seek to exploit the Group's intellectual property rights without its consent. In addition, policing intellectual property right infringement is difficult and might not always be effective. Also, enforcing intellectual property rights can be unduly time consuming and expensive and not all jurisdictions will enforce intellectual property rights to the same extent. Most of the Group's intellectual property rights are not considered to be capable of patent protection, for example those which just comprise trade secrets or know-how. Some of the Group's intellectual property rights might also include technologies and processes that are similar to those of third parties that are protected by patents or other intellectual property rights. The Group will be at a competitive disadvantage should it fail to seek and obtain intellectual property rights (such as patents) in respect of its existing or future solutions, services and processes where it is able to do so. The Group's exposure to risks associated with the use of intellectual property rights may also increase as a result of acquisitions, as it will not necessarily have a high degree of visibility of the historic steps taken to protect intellectual property and to safeguard against the risk of third party infringement claims. Consequently third parties may make infringement or similar claims post an acquisition that were not asserted prior to it and which the Group could not foresee. A failure to protect intellectual property could lead to a loss of competitive advantage which could have a material adverse effect on the Group's business, prospects, financial condition and the results of operations.

11 Litigation

Save as provided in section 5 of Part XVIII, the Group currently has no material outstanding litigation or disputes. However there is no guarantee that the past, current or future actions of the Group will not result in litigation or other disputes. Defending and settling litigation can require significant expenditure, even where the claim has little or no merit. The Group is also at risk of being enjoined in third party litigation and incurring legal expenses which it might be unable to recover in respect of such claims. This risk particularly applies to the Group's Escrow division where it is possible that the other parties to an escrow dispute will seek to embroil the Group in litigation (for example, in relation to the contested release of source code to one of the parties). The amount of damages claimed in litigation against the Group could be significant as could be the amount of management time that litigation and dispute resolution could entail and could have a material adverse effect on the Group's business, prospects, financial condition and the results of operations. In addition, the adverse reputational issues that can arise from litigation or other public disputes could have a material adverse effect on the Group's business, prospects, financial condition and the results of operations.

12 Rogue employees

Some of the Group's employees (such as security consultants) have significant access to customers' information technology systems. Technical security consulting by its very nature involves consultants trying to breach a customer's applications, infrastructure, information security processes and procedures in order to establish their current level of exposure to and, whether or not the customer's current system has sufficient defences in place against, cyber crime. Consequently, there is a risk that an employee of the Group could seek to breach a customer's system and/or use sensitive customer data for improper or illegal purposes (including for the perpetration of criminal offences and frauds or in order to intentionally cause damage to a customer's property). Whilst the Group implements a vetting process in relation to such types of employees, it is not possible to entirely mitigate this risk. Not only would the commissioning of crime or causing of intentional damage by a rogue employee expose the Group to substantial reputational damage, the Group may also face contractual liability to its customers. Whilst the Group maintains insurance in respect of the criminal acts of employees, the insurance cover maintained by the Group may be inadequate to cover any such contractual liability. Rogue employees could therefore have a material adverse effect on the Group's business, prospects, financial condition and the results of operations.

13 Reliance on certain third party vendors

Part of the revenue (including recurring revenue) of the Assurance division is derived from the re-sale of third party software products. Should the owners of that third party software choose to cease to do business with the Group this would reduce the revenues of the Group and could have a material adverse effect on the Group's business, prospects, financial condition and the results of operations. The Assurance division is at risk of third party intellectual property infringement claims and such claims could have a material adverse effect on the Group's business, prospects, financial condition and the results of operations. However, certain of the reseller agreements to which the Group is a party contain provisions which mitigate this risk. In these agreements, the Group's suppliers typically indemnify it in respect of third party claims that the use or re-sale by the Group of the relevant supplier's products infringes the intellectual property rights of that third party. These indemnities are often uncapped but are frequently subject to certain procedural requirements and certain exclusions.

14 Loss of necessary accreditations and certifications

As a provider of information assurance services, some of the Group's customers require the Group (or its employees) to have and maintain certain certifications including ISO 9001, IS0 27001, PCI, CHECK, CLAS and CREST. Over time, it is possible that the Group's customers will require the Group (or its employees) to have and maintain additional certifications and the Group (or its employees) may not be able to obtain these certifications, or in order to obtain these certifications the Group may need to make significant changes to its operational processes, procedures and policies, which in turn may result in the Group incurring significant expenditure. Should the Group (or relevant employees) fail to have and maintain appropriate certifications, then the Group may lose existing customers or may be unable to secure contracts with new customers. Failure to have and maintain appropriate certifications may therefore have a material adverse effect on the Group's business, prospects, financial condition and the results of operations.

15 Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group's trade receivables from customers. The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The trade receivables of the Group typically comprise of smaller amounts due from a large number of customers. However, if in the future a significant customer or collection of customers defaulted this may have a material adverse effect on the Group's business, prospects, financial condition and the results of operations

16 Currency risk

The Group is exposed to currency risk on sales, purchases and borrowings that are denominated in a currency other than the respective functional currencies of the Group entities. Historically, the overall currency risk for each entity has been low as each entity typically undertakes significant levels of transactions within its own jurisdiction. The Group's management also review the size and probable timing of settlement of all significant financial assets and liabilities denominated in foreign currencies. However, should the Group entities have increased exposure to currency fluctuations then this may have a material adverse effect on the Group's business, prospects, financial condition and the results of operations.

17 Interest rate risk

The Group principally finances its operations through a mixture of retained profits and bank borrowings. The cost of bank borrowing under the New Facilities will range from 0.90% to 2.0% above LIBOR based on the Group's net debt/EBITDA ratio. Interest rates have now remained low for a number of years but there is no guarantee that this will continue. A significant increase in interest rates may have a material adverse effect on the Group's business, prospects, financial condition and the results of operations.

Risks relating to the Acquisition and the New Ordinary Shares

18 There can be no assurance that the Enlarged Group will be successful following the Acquisition

There is a risk that some or all of the expected benefits of the Acquisition may fail to materialise, or may not occur within the time periods anticipated by the Directors, or that the level of investment required to achieve these benefits may be higher than expected. The Directors' expectations of anticipated benefits, including expectations with respect to the future financial performance of the Enlarged Group (and, in particular, the future growth and expansion of the Fox Group), are based on certain assumptions and information available to NCC Group as at the date of this document which may in turn prove to be inaccurate or unrealistic. In addition, the Directors' expectations as to their ability to replicate the success of the Fox Group's business outside of the Netherlands and/or to continue to evolve and develop the products and services offered by the Fox Group may also prove to be unrealistic or unfounded. The realisation of anticipated benefits may be affected by a number of factors and risks, many of which will be beyond the control of the Enlarged Group and, as such, actual results may differ materially from those currently anticipated. A failure to realise anticipated benefits could have a material adverse effect on the Enlarged Group's business, prospects, financial condition and the results of operations.

19 There can be no assurance that NCC Group will successfully integrate the Fox Group into the Enlarged Group

The Group may encounter challenges and difficulties integrating the businesses of the Fox Group within the Enlarged Group. The integration process may take longer than anticipated or might be more difficult or expensive than the Directors have anticipated. Resolving problems arising in connection with the integration may also take a significant amount of management time and divert management away from other activities. All such integration challenges could therefore have a material adverse effect on the Enlarged Group's business, prospects, financial condition and the results of operations. Further, Fox's existing management team has substantial knowledge of, and experience in managing, the Fox Group's businesses. Should members of Fox's key management team leave the Enlarged Group post Acquisition, the Enlarged Group may find it difficult to manage the Fox Group's businesses. Consequently, the loss of members of Fox's existing management team and other senior Fox employees could have a material adverse effect on the Enlarged Group's business, prospects, financial condition and the results of operations.

20 Dependence of the Fox Group on key customers

Whilst no individual customer represents more than 30 per cent. of the Fox Group's total revenues per annum, the Fox Group has a number of key customers that account for a significant proportion of its revenues. Should such key customers reduce their requirement for, or cease to obtain, services from the Fox Group (for any reason) this could have a material adverse effect on the Enlarged Group's business, prospects, financial condition and the results of operations.

21 Importance of partners

Partners are important to the Fox Group's future sales and growth strategy and, if the Acquisition is completed, the partners will be increasingly important to the Enlarged Group for the sale of its products into a variety of geographic markets. However, there are certain risks associated with partners, including the risk that partners may:

* have economic or business interests or goals that are inconsistent with those of the Fox Group and, following completion of the Acquisition, the Enlarged Group;
* cause reputational damage by virtue of breaching their obligations to third parties or relevant rules, laws and/or regulations causing damage by association to members of the Fox Group;
* be unable or unwilling to fulfil their obligations under the agreement with the Fox Group; or
* experience financial or other difficulties.

Although typically less expensive than building overseas channels and/or a direct sales force, strategic partnerships can impose considerable demands on operations, management and other resources and the costs of establishing and maintaining local partnership arrangements can be considerable. If any agreement with a primary partner in one or more particular markets is terminated, it may be costly to obtain another partner, lead to an unexpected decline in sales and, as a result, could have a material adverse effect on the Enlarged Group's business, prospects, financial condition and the results of operations.

22 Loss of customers by virtue of change of control provisions

A number of the contracts to which members of the Fox Group are a party contain ''change of control'' or equivalent clauses which permit the counterparty to such contract to terminate that contract if the relevant member of the Fox Group is subject to a change of control. The Acquisition may trigger such provisions. Therefore, there is a risk that some of the counterparties to the Fox Group's contracts will terminate their contracts with the Fox Group during the period following completion of the Acquisition. In addition, many of the Fox Group's customers have long standing relationships with the Fox Group and its management team. Such customers may also have stringent security or vetting requirements. Should the Enlarged Group fail to give such customer's comfort that those relationships will be maintained or that such security or vetting requirements will be fully met, then those customers may choose to reduce the amount of services they acquire from the Fox Group or terminate their contracts with the Fox Group. Any reduction in customers (or their requirements) could have a material adverse effect on the Enlarged Group's business, prospects, financial condition and the results of operations.

23 Limited warranty protection under the Acquisition Agreement

Under the terms of the Acquisition Agreement, NCC Group (Solutions) (a wholly owned subsidiary of NCC Group) is receiving warranties that would in the ordinary course be regarded as typical within the Dutch mergers and acquisitions market for a transaction of the type envisaged by the Acquisition Agreement. However, under the terms of the Acquisition Agreement, the aggregate amount of damages that can be recovered by NCC Group (Solutions) in respect of breach of warranty is limited to A60 million. Whilst there are exceptions to this limit on liability, they only apply in limited circumstances. Consequently, it is possible that a breach of warranty could lead to NCC Group incurring a loss or liability that is greater than the amount that it can recover under the Acquisition Agreement, which in turn could have a material adverse effect on the Enlarged Group's business, prospects, financial condition and the results of operations.

24 The value of an investment in NCC Group Ordinary Shares may go down as well as up and any fluctuations may be material and may not reflect the underlying asset value

The market price of NCC Group Ordinary Shares could be subject to significant fluctuations due to a change in sentiment in the market regarding NCC Group Ordinary Shares. The fluctuations could result from national and global economic and financial conditions, the market's response to the Acquisition, market perceptions of NCC Group and various other factors and events, including but not limited to regulatory changes affecting the Group's operations, variations in the Group's operating results, business developments of the Group and/or its competitors and the liquidity of the financial markets. Furthermore, the Group's operating results and prospects from time to time may be below the expectations of market analysts and investors. Any of these events could result in a decline in the market price of NCC Group Ordinary Shares.

25 Any Qualifying Shareholders who fail to take up their Open Offer Entitlements will have their holdings in NCC Group diluted

A Qualifying Shareholder who takes up their Open Offer Entitlements in full (and does not receive any other New Ordinary Shares pursuant to the Issue) will have their shareholding in NCC Group diluted by approximately 10.0 per cent. as a result of the Firm Placing.

26 Ability of the Group to pursue acquisition strategy if the Resolutions are not passed

The Group has stated that it intends to continue to pursue growth opportunities through a combination of organic growth and the acquisition of complementary companies and businesses. If the Resolutions are not passed and the Open Offer does not proceed, the Group will not be in a position to use the proceeds of the Open Offer to reduce the Group's overall debt position following the Firm Placing and completion of the Acquisition. In these circumstances, the Group may not be able to continue to pursue its acquisition strategy given the headroom limits in its current financing arrangements. This could affect the Group's ability to grow and may hinder the Group's ability to keep pace with technological developments in the cyber-security space, which could have a material adverse effect on the Group's business, prospects, financial condition and results of operations.

27 Any future issue of shares will further dilute the holdings of shareholders of NCC Group and could adversely affect the market price of NCC Group Ordinary Shares

It is possible that NCC Group could decide to offer additional shares in the future either to raise capital or for other purposes. If shareholders of NCC Group did not take up such offer of shares or were not eligible to participate in such offering, their proportionate ownership and voting interests in NCC Group would be reduced and the percentage that their NCC Group Ordinary Shares would represent of the total share capital of NCC Group would be reduced accordingly. Any additional offering of NCC Group Ordinary Shares, or significant sales of NCC Group Ordinary Shares by the then major shareholders, could have a material adverse effect on the market price of NCC Group Ordinary Shares as a whole.

28 Dividends

Under UK company law, a company may pay cash dividends only to the extent that it has distributable reserves and cash available for this purpose. NCC Group's ability to pay dividends is affected by its profitability and the extent to which it has distributable reserves out of which dividends may be paid. There can be no assurance that NCC Group will be able to pay a dividend in the future or as to the amount of any such dividend, if paid.

29 The ability of Overseas Investors and Shareholders in the United States to bring actions, or to enforce judgments, against NCC Group or its directors or officers may be limited

The ability of an Overseas Investor or a Shareholder in the United States to bring an action against NCC Group may be limited under law. NCC Group is a public limited company incorporated in England and Wales. The rights of holders of the NCC Group Ordinary Shares are governed by English law and the Articles. These rights differ from the rights of shareholders in typical US corporations and some other non-UK corporations. An Overseas Investor or a Shareholder in the United States may not be able to enforce a judgment against some or all of the Directors and NCC Group's executive officers. All of the Directors and NCC Group's executive officers are residents of the UK and none are citizens or residents of the United States. Consequently, it may not be possible for an Overseas Investor or a Shareholder in the United States to effect service of process upon the Directors and NCC Group's executive officers within the Overseas Investor's country of residence or the United States or to enforce against the Directors and the executive officers judgments of courts of the Overseas Investor's country of residence or the United States (in particular as NCC Group or its Directors and officers have not submitted to the jurisdiction of US courts) based on civil liabilities under that country's or US federal securities laws or the securities laws of any state or territory within the United States. In addition, English or other courts may not impose civil liability on the Directors or NCC Group's executive officers in any original action based solely on foreign laws or the federal securities laws of the United States or the securities laws of any state or territory within the United States brought against NCC Group or the Directors or NCC Group's executive officers in a court of competent jurisdiction in England, the United States or other countries. Please also refer to the section headed ''Enforceability of US judgments'' on the cover pages of this document for further information.

30 Foreign exchange rate fluctuations may adversely affect the price of the Acquisition

The cash consideration for the Acquisition is denominated in Euros and part of such cash consideration is payable on the first and second anniversaries of completion of the Acquisition. An increase in the exchange rate between pounds sterling and Euro may therefore result in a relative increase in the cost of the Acquisition to NCC Group.

31 Overseas Investors, US Shareholders and other Overseas Shareholders may be subject to exchange rate risks

NCC Group Ordinary Shares will be denominated in Pounds sterling. In addition, any dividends NCC Group may pay will be declared and paid in Pounds sterling. Accordingly, holders of NCC Group Ordinary Shares resident outside the UK are subject to risks arising from adverse movements in the value of their local currencies against Pounds sterling, which may reduce the value of the New Ordinary Shares, as well as that of any dividends paid by NCC Group.

32 Shareholders outside the United Kingdom may not be able to participate in future equity offerings

The Companies Act provides for pre-emptive rights to be granted to Shareholders, unless such rights are disapplied by a special resolution in accordance with the Articles. However, securities laws of certain jurisdictions may restrict NCC Group's ability to allow the participation of Shareholders in future offerings. In particular, Shareholders in the United States may not be entitled to exercise those rights, unless a registration statement under the US Securities Act is effective with respect to those rights, or an exemption from the registration requirements thereunder is available. NCC Group does not intend to file any such registration statement, and NCC Group cannot assure prospective US investors that any exemption from the registration requirements of the US Securities Act or applicable non US securities law would be available to enable US or other non UK holders to exercise such pre-emption rights or, if available, that NCC Group will utilise any such exemption. Any Shareholder who is unable to participate in future equity offerings may suffer dilution.

33 Admission of the New Ordinary Shares may not occur when expected

It is expected that Firm Placing Admission will become effective, and that dealings for normal settlement in the Firm Placed Shares will commence, on the London Stock Exchange at or shortly after 8.00 a.m. (London time) on 24 November 2015. It is expected that Placing and Open Offer Admission will become effective, and that dealings for normal settlement in the Placed Shares and the Open Offer Shares will commence, on the London Stock Exchange at or shortly after 8.00 a.m. (London time) on 18 December 2015. Admission is subject to the approval (subject to the satisfaction of any conditions to which such approval is expressed to be subject) of the UK Listing Authority and Admission will become effective as soon as a dealing notice has been issued by the UK Listing Authority and the London Stock Exchange has acknowledged that the relevant New Ordinary Shares will be admitted to trading. There can be no guarantee that any conditions to which Admission is subject will be met or that the UK Listing Authority will issue a dealing notice. See the ''Expected Timetable of Principal Events'' on pages 31 to 32 of this document for further information on the expected dates of these events.

34 There is no public market for NCC Group Ordinary Shares in the United States or elsewhere outside the United Kingdom

There is currently no public market for NCC Group Ordinary Shares, including the New Ordinary Shares, in the United States or elsewhere outside the United Kingdom. None of the NCC Group Ordinary Shares, Open Offer Entitlements or any other securities mentioned in this document have been, or will be, registered under the US Securities Act, any state securities laws of the United States or the securities laws of any country other than the United Kingdom and will be subject to significant restrictions on resale in the United States. NCC Group does not intend to apply for the listing of NCC Group Ordinary Shares on a securities exchange in the United States or elsewhere outside the United Kingdom. As a consequence, an active trading market is not expected to develop for NCC Group Ordinary Shares outside the United Kingdom and investors outside the United Kingdom may not be able to sell them at an acceptable price or at all.

PART III

IMPORTANT INFORMATION

1 General

Investors should only rely on the information contained in this document and contained in any documents incorporated into it by reference. No person has been authorised to give any information or make any representations other than those contained in this document and all documents incorporated by reference into it and, if given or made, such information or representation must not be relied upon as having been so authorised by NCC Group, the Board or the Financial Advisers. No representation or warranty, express or implied, is made by the Financial Advisers as to the accuracy or completeness of such information, and nothing contained in this document is, or shall be relied upon as, a promise or representation by the Financial Advisers as to the past, present or future. Without prejudice to any legal or regulatory obligation on NCC Group to publish a supplementary prospectus pursuant to section 87G of the FSMA and Prospectus Rule 3.4, neither the delivery of this document nor Admission shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Group taken as a whole since the date of this document or that the information in it is correct as of any time after the date of this document.

NCC Group will update the information provided in this document by means of a supplement hereto if a significant new factor, material mistake or inaccuracy arises or is noted relating to the information included in this document. Any supplementary prospectus will be subject to approval by the FCA and will be made public in accordance with the Prospectus Rules.

NCC Group will comply with its obligation to publish supplementary prospectuses containing further updated information required by law or by any regulatory authority but assumes no further obligation to publish additional information.

The contents of this document are not to be construed as legal, financial or tax advice. Each prospective investor should consult a legal adviser, an independent financial adviser duly authorised under the FSMA or a tax adviser for legal, financial or tax advice in relation to any investment in or holding of NCC Group Ordinary Shares. Each prospective investor should consult with such advisers as it needs to in order to make its investment decision and to determine whether it is legally permitted to hold shares under applicable legal investment or similar laws or regulations. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time.

Investing in and holding NCC Group Ordinary Shares involves financial risk. Prior to investing in NCC Group Ordinary Shares, investors should carefully consider all of the information contained in this document, paying particular attention to the section entitled Risk Factors on pages 17 to 25 of this document. Investors should consider carefully whether an investment in NCC Group Ordinary Shares is suitable for them in light of the information contained in this document and their personal circumstances.

The Financial Advisers and their respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to NCC Group, for which they would have received customary fees. The Financial Advisers and their respective affiliates may provide such services to NCC Group and any of their affiliates in the future.

2 Presentation of financial information

The historical consolidated financial information relating to the Group included in Part XV of this document has been prepared in accordance with IFRS. The significant accounting policies are set out in the notes to the Group's historical consolidated financial information included in Part XV of this document.

3 Rounding

Percentages and certain amounts included in this document have been rounded for ease of presentation. Accordingly, figures shown as totals in certain tables may not be the precise sum of the figures that precede them.

4 Currencies

Unless otherwise indicated in this document, all references to:

* ''sterling'', ''£'' or ''pence'' are to the lawful currency of the UK;
* ''US dollars'', ''dollars'', ''US\$'' or ''cents'' are to the lawful currency of the United States; and
* ''Euro'' or ''A'' are to the lawful currency of the European Union (as adopted by certain Member States).

Unless otherwise indicated, the financial information contained in this document has been expressed in sterling. The Group presents its financial statements in sterling.

5 Forward looking statements

Certain statements contained in this document, including those in the Parts headed ''Summary'', ''Risk Factors'', ''Letter from Chairman of NCC Group'', ''Summary of the Principal Terms of the Acquisition'', ''Some Questions and Answers About the Issue'', ''Information on NCC Group'' and, ''Operating and Financial Review of NCC Group'', constitute ''forward looking statements''. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms ''believes'', ''estimates'', ''plans'', ''prepares'', ''anticipates'', ''expects'', ''intends'', ''may'', ''will'' or ''should'' or, in each case, their negative or other variations or comparable terminology.

Investors should specifically consider the factors identified in this document, which could cause actual results to differ, before making an investment decision. Such forward looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of NCC Group, Fox and/or the Enlarged Group, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Such forward looking statements are based on numerous assumptions regarding NCC Group's, Fox's and/or the Enlarged Group's present and future business strategies and the environment in which NCC Group, Fox and/or the Enlarged Group will operate in the future. Such risks, uncertainties and other factors are set out more fully in the section of this document headed ''Risk Factors'' and include, among others: risks relating to ''Failure of information technology systems'', ''Loss of key management'', ''Failure to attract, develop and retain appropriately skilled personnel'', ''Damage to reputation'', ''Acquisitions'', ''New technological developments'', ''Competitive environment'', ''Investment in new areas'', ''Ethical and legal breaches'', ''Failure to protect intellectual property'', ''Litigation'', ''Rogue Employees'', ''Reliance on certain third party vendors'', ''Loss of necessary accreditations and certifications'', ''Credit risk'', ''Currency risk'', ''Interest rate risk'', ''There can be no assurance that the Enlarged Group will be successful following the Acquisition'', ''There can be no assurance that NCC Group will successfully integrate the Fox Group into the Enlarged Group'', ''Dependence of the Fox Group on key customers'', ''Importance of partners'', ''Loss of customers by virtue of change of control provisions'', ''Limited warranty protection under the Acquisition Agreement'', ''The value of an investment in NCC Group Ordinary Shares may go down as well as up and any fluctuations may be material and may not reflect the underlying asset value'', ''Any Qualifying Shareholders who fail to take up their Open Offer Entitlements will have their holdings in NCC Group diluted'', ''Ability of the Group to pursue acquisition strategy if the Resolutions are not passed'', ''Any future issue of shares will further dilute the holdings of shareholders of NCC Group and could adversely affect the market price of NCC Group Ordinary Shares'', ''Dividends'', ''The ability of Overseas Investors and Shareholders in the United States to bring actions, or to enforce judgments, against NCC Group or its directors or officers may be limited'', ''Foreign exchange rate fluctuations may adversely affect the price of the Acquisition'', ''Overseas Investors, US Shareholders and other Overseas Shareholders may be subject to exchange rate risks'', ''Shareholders outside the United Kingdom may not be able to participate in future equity offerings'', ''Admission of the New Ordinary Shares may not occur when expected'' and ''There is no public market for NCC Group Ordinary Shares in the United States or elsewhere outside the United Kingdom''. These forward looking statements speak only as at the date of this document. Except as required by the FCA, the London Stock Exchange or applicable law (including as may be required by the FCA's Listing Rules and the Disclosure and Transparency Rules), NCC Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in this document to reflect any change in NCC Group's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. For the avoidance of doubt, the foregoing wording does not in any way seek to qualify the working capital statements set out in section 9 of Part XVIII of this document.

6 Notice to Overseas Investors and Overseas Shareholders

7 US considerations

The New Ordinary Shares have not been, and will not be, registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States. The New Ordinary Shares may not be offered, directly or indirectly, within the United States, except pursuant to an applicable exemption from, or a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer in the United States. As part of the Firm Placing and Placing, the New Ordinary Shares may be offered in the United States only to investors who are ''qualified institutional buyers'' or ''QIBs'' (as defined under Rule 144A under the US Securities Act) directly by NCC Group in reliance on Section 4(a)(2) of the US Securities Act or otherwise in transactions exempt from, or not subject to, the registration requirements under the US Securities Act. The New Ordinary Shares are being offered and sold outside the United States in reliance on Regulation S.

None of the securities referred to in this Prospectus have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offence in the United States.

The financial information included in this Prospectus has been prepared in accordance with IFRS, unless otherwise stated. US GAAP differ in certain significant respects from IFRS. Unless otherwise stated, none of the financial information in this Prospectus has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).

Available information

For so long as any of the New Ordinary Shares are in issue and are ''restricted securities'' within the meaning of Rule 144(a)(3) under the US Securities Act, NCC Group will, during any period in which it is not subject to Section 13 or 15(d) under the US Securities Exchange Act of 1934, as amended (the ''US Exchange Act''), nor exempt from reporting under the US Exchange Act pursuant to Rule 12g3-2(b) thereunder, make available to any holder or beneficial owner of a New Ordinary Share, or to any prospective purchaser of a New Ordinary Share designated by such holder or beneficial owner, the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the US Securities Act upon the written request of such holder, beneficial owner or prospective purchaser.

Exchange rate consideration

The quoted price of NCC Group Ordinary Shares will be in pounds. In addition, dividends, if any, that NCC Group pays in respect of its NCC Group Ordinary Shares will be paid in pounds. As a result, fluctuations in the value of the pound can be expected to significantly affect the value of NCC Group Ordinary Shares and dividend payments upon conversion into other currencies, including the US dollar. For further details of NCC Group's dividend policy, please see section 11 in Part VII of this Prospectus.

8 Notice to all Shareholders

Any reproduction or distribution of this document, in whole or in part, and any disclosure of its contents or use of any information contained in this document for any purpose other than considering an investment in the New Ordinary Shares is prohibited. By accepting delivery of this document, you agree to the foregoing.

The distribution of this document and/or Application Form into jurisdictions other than the UK may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, such documents should not be distributed, forwarded to or transmitted in or into the United States, Canada, Japan, Australia, South Africa or any jurisdiction where to do so would or might contravene local securities laws or regulations. The Application Form and the New Ordinary Shares are not transferable, except in accordance with, and the distribution of this document is subject to, the restrictions set out in Part XI of this document. No action has been taken by NCC Group or by the Financial Advisers that would permit an offer of New Ordinary Shares or rights thereto or possession or distribution of this document or any other offering or publicity material or the Application Form in a jurisdiction where action for that purpose is required, other than the United Kingdom.

9 Market, economic and industry data

This document contains information regarding the Group's business and the industry in which it operates and competes, which NCC Group has obtained from various third party sources. Where information contained in this document originates from a third party source, it is identified where it appears in this document together with the name of its source. Such third party information has been accurately reproduced and, so far as NCC Group is aware and is able to ascertain from information published by the relevant third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

10 No incorporation of website information

Neither the content of NCC Group's website (www.rfcgroup.trust) (or any other website) nor the content of any website accessible from hyperlinks on NCC Group's website (or any other website) is incorporated into, or forms part of, this document and investors should not rely on them.

11 Incorporation by reference

Certain information in relation to the Group has been incorporated by reference into this document. Please see Part XVIII of this document for further details.

12 Definitions

Certain terms used in this document, including capitalised terms, have the meanings ascribed to them in Appendix I of this document.

13 Time

All references to time are to London time unless stated otherwise.

14 General notice

Nothing contained in this document is intended to constitute investment, legal, tax, accounting or other professional advice. You should consult with an appropriate professional adviser for specific advice rendered on the basis of your situation.

PART IV

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The dates and times given in the table below in connection with the Issue and the Acquisition are indicative only and are based on NCC Group's current expectations and may be subject to change.

If any of the times and/or dates below change, the revised times and/or dates will be notified by NCC Group by announcement through a Regulatory Information Service.

All references in this document to times and dates are to London times and dates unless otherwise stated. In this document, where the context requires, references to 23 November 2015 should be treated as being references to the latest practicable date prior to the publication of this document (unless otherwise stated).

Record Date for entitlements under the Open Offer	6.00 p.m. on 20 November 2015
Publication and posting of Prospectus and Notice of General Meeting, Form of Proxy and Application Form	24 November 2015
Announcement of the Firm Placing, the Placing and Open Offer and the Acquisition	7.00 a.m. on 24 November 2015
Firm Placing Admission and commencement of dealings in the Firm Placed Shares on the main market of the London Stock Exchange	as soon as possible after 8.00 a.m. on 24 November 2015
Ex-entitlement date for the Open Offer	25 November 2015
Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders in CREST	as soon as possible after 8.00 a.m. on 25 November 2015
Announcement of completion of the Acquisition	27 November 2015
Recommended latest time and date for requesting withdrawal of Open Offer Entitlements from CREST	4.30 p.m. on 8 December 2015
Latest time and date for depositing Open Offer Entitlements into CREST	3.00 p.m. on 9 December 2015
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims)	3.00 p.m. on 10 December 2015
Latest time and date for receipt of Forms of Proxy and receipt of electronic proxy appointments via the CREST system	11.00 a.m. on 14 December 2015
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction	11.00 a.m. on 14 December 2015
General Meeting	11.00 a.m. on 16 December 2015
Announcement of the results of the Placing and Open Offer	7.00 a.m. on 17 December 2015
Placing and Open Offer Admission and commencement of dealings in the Placed Shares and Open Offer Shares on the main market of the London Stock Exchange	as soon as possible after 8.00 a.m. on 18 December 2015
CREST Members' accounts credited in respect of Placed Shares and Open Offer Shares in uncertificated form	as soon as possible after 8.00 a.m. on 18 December 2015
Dispatch of definitive share certificates for Placed Shares and Open Offer Shares in certificated form	by no later than 8 January 2016

Notes:

⁽¹⁾ It should be noted that, if Admission does not occur, all conditional dealings will be of no effect and any such dealings will be at the sole risk of the parties concerned.

If you have any queries on the procedures for application under the Open Offer, you should contact the Receiving Agent, Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or Equiniti on 0371 384 2414 or if calling from outside the UK on +44 (0) 121 415 0847. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 8.30 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that calls may be recorded or randomly monitored for security and training purposes. Please note that Equiniti cannot provide any financial, legal or tax advice.

PART V

ISSUE STATISTICS

Number of Existing Ordinary Shares in issue as at the date of this document	229,863,070
Number of Firm Placed Shares to be issued pursuant to the Firm Placing	22,949,986
Maximum number of Open Offer Shares to be issued pursuant to the Open Offer	22,986,307
Number of New Ordinary Shares to be issued pursuant to the Issue	45,936,293
Enlarged Issued Share Capital immediately following Placing and Open Offer Admission	275,799,363
New Ordinary Shares as a percentage of the Enlarged Issued Share Capital immediately following Placing and Open Offer Admission	16.7%
Open Offer Entitlement	1 Open Offer Share for every 10 Existing Ordinary Shares
Issue Price	275 pence
Discount of Issue Price to the Closing Price of 286.25 pence per NCC Group Ordinary Share on 23 November 2015	3.9%
Estimated net proceeds of the Issue receivable by NCC Group	£121.1 million
Estimated expenses of the Issue	£5.2 million

PART VI

DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

Directors

Rob Cotton Chief Executive Atul Patel Finance Director

Paul Mitchell Non-Executive Chairman Debbie Hewitt MBE Senior Independent Non-Executive Director Thomas Chambers Independent Non-Executive Director Chris Batterham Independent Non-Executive Director

The business address of each of the Directors is NCC Group's registered address at NCC Group, Manchester Technology Centre, Oxford Road, Manchester, M1 7EF.

COMPANY SECRETARY REGISTERED OFFICE

Helen Nisbet Manchester Technology Centre Oxford Road Manchester, M1 7EF +44 (0) 161 209 5200

SPONSOR, JOINT FINANCIAL ADVISER AND BROKER JOINT FINANCIAL ADVISER

Peel Hunt LLP Moor House, 120 London Wall London EC2Y 5ET

ENGLISH LEGAL ADVISER TO NCC GROUP US LEGAL ADVISER TO NCC GROUP

Eversheds LLP 70 Great Bridgewater Street Manchester M1 5ES

Rickitt Mitchell & Partners Limited

Centurion House, 129 Deansgate Manchester M3 3WR

DLA Piper LLP (US)

1251 Avenue of the Americas New York, New York 10020 USA

LEGAL ADVISER TO THE SPONSOR

Travers Smith LLP 10 Snow Hill London EC1A 2AL

KPMG LLP

One St Peter's Square Manchester M2 3EA

AUDITORS REGISTRARS

Equiniti Aspect House Spencer Road Lancing West Sussex BN99 6DA

PART VII

LETTER FROM CHAIRMAN OF NCC GROUP

(NCC Group plc, incorporated and registered in England and Wales under the Companies Act 2006 with registered number 04627044)

Registered Office: Manchester Technology Centre Oxford Road Manchester M1 7EF

Directors

Atul Patel Finance Director

Paul Mitchell Non-Executive Chairman Rob Cotton Chief Executive Officer Debbie Hewitt MBE Senior Independent Non-Executive Director Thomas Chambers Independent Non-Executive Director Chris Batterham Independent Non-Executive Director

24 November 2015

Proposed Firm Placing of 22,949,986 New Ordinary Shares Proposed Placing and Open Offer of 22,986,307 New Ordinary Shares each at an Issue Price of 275 pence per New Ordinary Share in connection with the proposed acquisition of Fox-IT Holding B.V. and

Application for admission of 45,936,293 New Ordinary Shares to the Official List and to trading on the main market for listed securities of the London Stock Exchange and

Notice of General Meeting

1 Introduction

On 24 November 2015, NCC Group announced the proposed Issue, through the proposed Firm Placing and Placing and Open Offer, to raise approximately £126.3 million (gross). The net proceeds of the Issue will be used principally to finance the acquisition of Fox. The consideration payable under the terms of the Acquisition Agreement is to be satisfied as to approximately A108.25 million in cash on Completion, subject to a completion accounts adjustment mechanism (in respect of net debt and working capital), A10 million in cash and A2.5 million in NCC Group Ordinary Shares on the first anniversary of Completion, and A10 million in cash and A2.5 million in NCC Group Ordinary Shares on the second anniversary of Completion.

The Firm Placing is being undertaken pursuant to existing Shareholder authorities to allot new NCC Group Ordinary Shares and is not subject to a Shareholder vote. NCC Group will use the proceeds of the Firm Placing, combined with a drawdown under the New Facilities, to complete the Acquisition. The Firm Placing will use up substantially all of the existing Shareholder authorities to allot new NCC Group Ordinary Shares on a non pre-emptive basis. The Resolutions to be proposed at the General Meeting will, if passed by Shareholders, provide sufficient new Shareholder authorities to allot new NCC Group Ordinary Shares in relation to the Placing and Open Offer. The proceeds from the Placing and Open Offer, which is subject to Shareholder approval, will subsequently be used to reduce the Group's overall net debt position and to fund the Group's future growth strategy, including potential acquisitions.

The Issue Price of 275 pence per New Ordinary Share represents an effective 3.9 per cent. discount to the Closing Price of 286.25 pence per NCC Group Ordinary Share on 23 November 2015 (being the latest practicable date prior to the publication of this document).

The Firm Placing was conditional, inter alia, upon:

* the Acquisition Agreement having been executed and there being no ability for the Sellers to terminate the Acquisition Agreement; and
* Firm Placing Admission becoming effective by not later than 8.00 a.m. (London time) on 24 November 2015.

The Placing and Open Offer is conditional, inter alia, upon:

* the Underwriting Agreement becoming unconditional in all respects;
* the passing of the Resolutions at the General Meeting without any amendment not previously approved in writing by Peel Hunt;
* the Acquisition Agreement and the New Facilities Agreement each having become unconditional in all respects and not being terminated or rescinded prior to Placing and Open Offer Admission, nor subject to any material amendment not previously approved in writing by Peel Hunt;
* there having been no breach by NCC Group of its obligations under the Underwriting Agreement which has a Material Adverse Effect;
* there not having occurred or arisen prior to Placing and Open Offer Admission any significant new factor, material mistake or inaccuracy as is referred to in section 87G of the FSMA which requires a supplementary prospectus to be published by NCC Group and which has a Material Adverse Effect; and
* Placing and Open Offer Admission becoming effective by not later than 8.00 a.m. on 18 December 2015 (or such later time and/or date as NCC Group and Peel Hunt may agree, being no later than 4.00 p.m. on 8 January 2016).

2 Background to, and reasons for, the Acquisition

The Board believes there is a strong strategic rationale for combining NCC Group and the Fox Group as the Fox Group would make a major contribution to NCC Group's strategy of seeking to become the leading player in the expanding global cyber security market.

The Fox Group has a strong reputation and brand with a client base that includes government security departments and global organisations.

The acquisition of the Fox Group will enable the Group to secure a substantial cyber security business which provides contextual security analysis, advanced threat intelligence and online fraud detection, in addition to supplementing the Group's security consulting business.

The Acquisition comes at a time that organisations globally are beginning to appreciate that they need to be proactive, not reactive, in dealing with cyber security.

The Fox Group's High Assurance division will allow the Group to diversify into an area of complementary services and products, including high end cryptography and security products including those used by military forces and industrial control systems deployed in the protection of strategic infrastructure. The Group's existing capabilities will also be strengthened in its Cyber Defence Operations team, professional services and red teaming in particular.

The Fox Group's intellectual property rights, products and service lines are highly complementary to the Group's existing offering, enabling the Group to offer a further suite of products and solutions to its existing client base that includes many global companies from a broad range of sectors. In addition, the Fox Group's own customer base would benefit from the broader range of solutions and greater geographical coverage offered to them by the Enlarged Group and the Group's knowledge and expertise in exploring new markets and diversifying its customer and product portfolio.

Acquiring and retaining talented people remains key to NCC Group's success and one of the key benefits it has gained through its corporate acquisition programme is the addition of quality management teams and staff with outstanding technical abilities. NCC Group is impressed with the quality, experience and professionalism of the Fox Group's staff and management team and believes that they will fit well within the wider culture and ethos of the Group.

NCC Group expects the Acquisition to be earnings enhancing over the medium term, before taking into account any revenue synergies.

3 Summary information on Fox and the Fox Group

Overview

Fox has a strong brand, reputation and market position and has been involved in a number of high profile cases recently. The business has achieved high gross margins and strong revenue growth in recent years driven by its ability to offer both focused high-end cyber security services and intelligence driven, mission critical, intellectual property to effectively address the increasingly complex security challenges faced by both private enterprises and government agencies globally.

History

Fox was founded in the Netherlands in 1999 by security researchers with expertise in cryptography, digital forensics, ethical hacking and intelligence. It was one of the first digital investigation agencies in Western Europe. In 2003, it acquired Philips Crypto technology, enabling it to create products for the protection of state secrets. Fox is recognised by Gartner as a leading provider of contextual threat intelligence, specialised managed security services and online fraud detection.

Operations

The business is headquartered in Delft, the Netherlands, but has a presence through a growing number of partners in more than 30 countries. Its customers include government agencies, national defence bodies and energy, utility, financial services, healthcare and telecommunications companies amongst others.

The Fox Group is organised into three business divisions:

* Advanced Threat Protection this division provides a wide range of strategic security consulting services, threat intelligence driven managed security services, a managed security services platform for end-point protection and supporting products;
* Threat Intelligence and Web/Mobile Event Analytics this division focuses on actionable threat intelligence delivered as a hosted subscription and web portal primarily to large global banks and retailers. The Web/Mobile Event detection solution offers real-time behavioural analytics, event detection and threat mitigation in the web/mobile transaction layer; and
* High Assurance Services and Secure Infrastructure this division provides classified tactical deployment and security operations support. It also provides mission-critical cryptology and encryption management solutions.

Financial / Operational

For the year ended 31 December 2014, the Fox Group had an average number of employees of 170 and gross assets of A17.5 million (this gross assets figure is audited and has been prepared in accordance with Dutch GAAP).

The following table provides a history of the Fox Group's financial results (prepared in accordance with US GAAP):

	Financial results for the year ended 31 December 2012	Financial results for the year ended 31 December 2013	Financial results for the year ended 31 December 2014
	Bm	Bm	Bm
Advanced Threat Protection division revenue Threat Intelligent and Web/Mobile Event Analytics	7.4	10.3	11.6
division revenue High Assurance Services and Secure Infrastructure	1.6	2.8	3.4
division revenue	5.5	7.2	9.6
Other revenue	0.8	0.3	—
Total revenue	15.3	20.6	24.6
Profit before tax	1.1	1.1	3.2

Overview of the Fox Group's market

The Fox Group operates in the cyber security market. The Directors believe this market is rapidly changing, driven by a constantly evolving threat landscape, and therefore presents a large, growing market opportunity. The Directors believe there are several trends developing within the cyber security market which the Fox Group is well positioned to address. Advanced persistent threats are driving security spending, with a focus on threat intelligence and 'big data' security analytics beyond traditional security information and event management.

Advanced persistent threats are becoming increasingly difficult to detect and traditional security information and event management systems are increasingly struggling to deal with them. The threat intelligence market is emerging to augment the traditional security information and event managements-based architecture and instead customised, contextual, real-time threat intelligence is increasingly required to realise the true value of intelligence. Big data security analytics, including statistical and user behaviour analysis, provide real-time answers where security information and event management systems increasingly struggle.

There is a growing demand for managed security services driven by:

* a significant dearth of qualified security services talent and therefore organisations are struggling to recruit;
* a desire to consolidate disparate security technologies and applications which have been adopted to respond to various cyber threats and demand external expertise to deploy, monitor and manage;
* increasingly stringent compliance requirements which have increased the costs of compliance. Managed security services providers reduce the costs of meeting these requirements; and
* an increase in cloud migration and adoption of cloud-based IT services, which organisations demand greater security and visibility into and which the managed security service model is best suited to manage.

A local presence is an increasingly key customer requirement and therefore global organisations require a managed security service provider with a presence in multiple regions. Local data residency and privacy regulations strengthen this requirement.

The Fox Group has grown significantly in recent years and has scaled operationally to allow for this growth to continue into the future:

* In the Advanced Threat Protection division there are three revenue streams, each expecting future revenue growth. Growth in professional services revenue is expected to be driven by renewal of key customers, continuation of contract win trajectory and new products; growth in managed services revenue is expected to be driven by recurring contracts and the expansion of the sales team; subscription revenues are expected to be driven by new products, with the majority of sales coming through the partner channel pipeline.
* In the Web/Mobile Event Analytics division the revenue stream is managed services and growth in this revenue stream is expected to be driven by recurring contracts and the expansion of the sales team.
* The High Assurance division has two revenue streams: professional services revenue is expected to drop in 2016, stabilising in 2017 and this is driven by the phasing of service provision from previous large contract wins; product and support revenue is expected to grow post completion of the current large High Assurance projects where ongoing support will be required, and from the sale of new products.

Management and employees

The local management team is led by Menno van der Marel, Ronald Prins and Jurjen Harskamp, who have deep industry knowledge and remain committed to the business. The Board attaches great importance to the skills and experience of the management and employees of the Fox Group and believes that they will be an important factor in the success of the Enlarged Group.

4 Information relating to NCC Group and the Group

Current trading

For the year ending 31 May 2015, Group revenue increased 21% to £133.7 million (2014: £110.7 million) with organic growth of 18% (2014: 12%). Group adjusted operating profit was up to £26.4 million (2014: £26.0 million).

Adjusted Group pre-tax profit improved to £25.5 million (2014: £25.3 million). The Group's reported pre-tax profit was £21.4 million (2014: £23.2 million).

The Group was highly cash generative with an operating cash flow before interest and tax of £24.3 million (2014: £28.9 million), which gave a cash conversion ratio of 107% of operating profit before interest and tax (2014: 120%).

Apart from the items referred to below there has been no significant change to the Group's financial condition and operating results during or subsequent to the period covered by the historical financial information on the Group incorporated by reference into this document.

On 15 October 2015, NCC Group published a trading update covering the four months from 1 June 2015 to 30 September 2015. The key updates were:

* Group reported revenues increased by 48% (September 2014: 13%) to £58.5 million (September 2014: £39.5 million) with organic growth up 17% (September 2014: 13%).
* The Escrow division continued to perform strongly. Revenue grew by 8% (September 2014: 5%) to £10.5 million (September 2014: £9.7 million).
* The Assurance division continued to perform strongly with a 57% increase in revenue (September 2014: 14%) to £46.0 million (September 2014: £29.2 million). Excluding Accumuli, organic growth was 19% (September 2014: 14%).
* The Domain Services division was impacted by delays in the development of the domain services market during the period, consequently the Open Registry Group of Companies and .trust did not meet the Group's initial expectations. The Group reported it will therefore slow and refocus its investment in the division until the market is more advanced.
* The Domain Services division reported an increase in revenue to £2.1 million (September 2014: £0.6 million), an increase of 60% on an organic basis, and that in the short-term it is to focus on the provision of managed security services.
* The integration of Accumuli (acquired on 30 April 2015) was reported to be largely completed.

Trends and prospects

The Group's three divisions, NCC Group Escrow, NCC Group Assurance and NCC Group Domain Services operate in different markets and therefore experience different trends.

The traditional software escrow market in relation to on-premise software is a relatively mature market. The Group has provided escrow services since its formation and is experienced in this market. In recent years, the Group has also created and refined its escrow product range aimed at the growing software as a service (SaaS) market.

The information security market place, which is served by the Assurance division, continues to rapidly evolve. Cybercrime and data breaches continue to proliferate. In the UK, a significant proportion of large organisations experience security breaches. According to the 2015 Information Security Breaches Survey commissioned by HM Government from PwC, the worst breaches cost large organisations on average £1.5 million – £3.1 million (up from £0.6 million – £1.2 million the previous year). This combined with high profile cyber security attacks (such as the widely reported attacks on Ashley Madison and TalkTalk) in turn has been reflected in a growth in demand for the services offered by the Assurance division.

The Group's Domain Services division remains focused on 'developing trust in the internet'. Data and security breaches not only undermine those organisations that are affected but also continually undermine consumer confidence in the internet and this division's goal is to put its customers in a position to help to address those consumer concerns. Whilst the Group has created .trust which is a unique domain that currently can only be adopted by customers who agree to adopt rigorous security practices and policies, the Group has also identified that many businesses need support and help to move along the journey towards such an enhanced level of internet security. Consequently, the Group is currently focusing its efforts on the provision of managed security services solutions and helping customers identify where they are in that journey and what domains they own by offering services such as brand estate review.

Another trend in the wider cyber security industry is the emerging market in threat intelligence. Threat intelligence is the use of evidence-based knowledge about existing or emerging threats or hazards to IT security. Provision of both contextual and advanced threat intelligence is forecast to be a core growth area of Fox's business and this is one of the key reasons for the Acquisition.

5 Financing the Acquisition and use of proceeds of the Issue

NCC Group proposes to fund the Acquisition through a combination of:

* the proceeds of the Firm Placing of 22,949,986 New Ordinary Shares at an Issue Price of 275 pence per New Ordinary Share, being approximately £63.1 million (gross). The key terms of the Firm Placing are set out in the section 6 of this letter; and
* drawing down under the New Facilities. The key terms of the New Facilities are set out in section 6.4 of Part XVIII of this document.

Subsequently, NCC Group proposes to use part of the proceeds of the Placing and Open Offer of 22,986,307 New Ordinary Shares at an Issue Price of 275 pence per New Ordinary Share, which will raise approximately £63.2 million (gross), to reduce the Group's overall net debt position and to fund the Group's future growth strategy, including potential acquisitions.

6 Principal terms of the Firm Placing and the Placing and Open Offer

Background

NCC Group intends to raise £126.3 million (gross) by way of the Firm Placing of 22,949,986 New Ordinary Shares to certain new and existing institutional investors and the Placing and Open Offer of 22,986,307 New Ordinary Shares, each at an Issue Price of 275 pence per New Ordinary Share. The New Ordinary Shares will represent, in aggregate, 16.7 per cent. of the Enlarged Issued Share Capital. Peel Hunt, as agent of NCC Group, has conditionally placed the New Ordinary Shares at the Issue Price pursuant to the Underwriting Agreement.

Qualifying Shareholders are being offered the right to subscribe for Open Offer Shares in accordance with the terms of the Placing and Open Offer. Qualifying Shareholders are not being offered the right to subscribe for the Firm Placed Shares.

The Board considers the Firm Placing and Placing and Open Offer to be an appropriate fundraising structure, providing certainty of funds to complete the Acquisition and access to new institutional investors to broaden NCC Group's shareholder base, whilst providing existing Shareholders with the opportunity to participate in the fundraising through the Open Offer.

The terms and conditions of the Firm Placing and Placing and Open Offer are set out in Parts XI and XII of this document.

All elements of the Issue have the same Issue Price. The Issue Price of 275 pence per New Ordinary Share represents an effective 3.9 per cent. discount to the Closing Price of 286.25 pence per NCC Group Ordinary Share on 23 November 2015 (being the latest practicable date prior to the publication of this document). The Issue Price has been set by the Directors following their assessment of market conditions and following discussions with a number of institutional investors. The Directors are in agreement that the level of discount and method of issue are appropriate to secure the investment necessary.

The Issue is being fully underwritten by Peel Hunt, subject to certain conditions. Further details of the terms of the Underwriting Agreement are set out in section 6.2 of Part XVIII of this document.

The Firm Placed Shares and the Placed Shares may be offered (a) to certain institutional and qualified professional investors in the United Kingdom and elsewhere, and (b) in the United States only to investors who are ''qualified institutional buyers'' or ''QIBs'' (as defined under Rule 144A under the US Securities Act) directly by NCC Group in reliance on an exemption from the registration requirements of the US Securities Act provided under Section 4(a)(2) under the US Securities Act or otherwise in transactions exempt from, or not subject to, the registration requirements under the US Securities Act. The Firm Placed Shares and the Placed Shares are being offered and sold outside the United States in reliance on Regulation S.

Firm Placing

Peel Hunt, as agent of NCC Group, has conditionally placed the Firm Placed Shares at the Issue Price to raise gross proceeds of approximately £63.1 million pursuant to the Underwriting Agreement. The Firm Placed Shares represent approximately 50.0 per cent. of the New Ordinary Shares and have been placed with institutional and other investors. The Firm Placed Shares are not subject to clawback.

Placing and Open Offer

The Directors recognise the importance of pre-emption rights to Shareholders and consequently 22,986,307 Open Offer Shares are being offered to existing Shareholders by way of the Open Offer. The Open Offer provides Qualifying Shareholders with an opportunity to participate in the Issue by subscribing for their respective Open Offer Entitlements.

As part of the Placing and Open Offer, the Open Offer Shares are being conditionally allocated to Placees who have agreed to subscribe for the Placed Shares. The Placed Shares are subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer.

Subject to the fulfilment of the conditions set out below and in Part XI of this document, Qualifying Shareholders are being given the opportunity to subscribe, at the Issue Price, for Open Offer Shares on the following basis:

1 Open Offer Share for every 10 Existing Ordinary Shares

held by Qualifying Shareholders and registered in their name at the close of business on the Record Date.

Open Offer Entitlements under the Open Offer will be rounded down to the nearest whole number and any fractional entitlements to Open Offer Shares will not be allocated and will be disregarded.

If you have sold or otherwise transferred all of your Existing Ordinary Shares before the exentitlement date, you are not entitled to participate in the Open Offer.

The Open Offer is not a rights issue. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. Qualifying Non-CREST Shareholders should note that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should be aware that in the Open Offer, unlike in a rights issue, any New Ordinary Shares not applied for will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer, but will be placed with Placees pursuant to the Underwriting Agreement, and the net proceeds will be retained, for the benefit of NCC Group.

No application in excess of a Qualifying Shareholder's Open Offer Entitlements will be met, and any Qualifying Shareholder so applying will be deemed to have applied for its Open Offer Entitlements only.

Application has been made for the Open Offer Entitlements of Qualifying CREST Shareholders to be admitted to CREST. It is expected that such Open Offer Entitlements will be admitted to CREST on 25 November 2015. The Open Offer Entitlements will also be enabled for settlement in CREST on 25 November 2015 to satisfy bona fide market claims only. Applications through the CREST system may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.

Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, are contained in Part XI of this document and for Qualifying Non-CREST Shareholders on the accompanying Application Form. To be valid, Application Forms (duly completed) and payment in full for the Open Offer Shares applied for, must be received by the Receiving Agent, Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, by no later than 11.00 a.m. on 14 December 2015.

Qualifying Non-CREST Shareholders will have received an Application Form with this document which sets out their maximum entitlement to Open Offer Shares as shown by the number of Open Offer Entitlements allocated to them.

Dilution

Upon Placing and Open Offer Admission and assuming no further exercise of options under the Share Schemes, the Enlarged Issued Share Capital is expected to be 275,799,363 NCC Group Ordinary Shares. On this basis, the New Ordinary Shares will represent approximately 16.7 per cent. of the Enlarged Issued Share Capital.

A Qualifying Shareholder who does not take up their Open Offer Entitlements in full (and does not receive any other New Ordinary Shares pursuant to the Issue) will have their shareholding in NCC Group diluted by up to approximately 20.0 per cent. as a result of the Issue. Furthermore, a Qualifying Shareholder who takes up their Open Offer Entitlements in full (and does not receive any other New Ordinary Shares pursuant to the Issue) will have their shareholding in NCC Group diluted by approximately 10.0 per cent. as a result of the Firm Placing.

Basis of allocation under the Issue

The Placing will be scaled back in order to satisfy valid applications by Qualifying Shareholders under the Open Offer. The Open Offer is being made on a pre-emptive basis to Qualifying Shareholders. Any New Ordinary Shares that are available under the Open Offer and are not taken up by Qualifying Shareholders pursuant to their Open Offer Entitlements will be reallocated to the Placing.

The number of Placed Shares to be clawed back from Placees will be calculated pro rata to each Placees' commitment to subscribe for Placed Shares.

Conditions

The Firm Placing was conditional, inter alia, upon:

* the Acquisition Agreement having been executed and there being no ability for the Sellers to terminate the Acquisition Agreement; and
* Firm Placing Admission becoming effective by not later than 8.00 a.m. on 24 November 2015.

The Placing and Open Offer is conditional, inter alia, upon:

* the Underwriting Agreement becoming unconditional in all respects;
* the passing of the Resolutions at the General Meeting without any amendment not previously approved in writing by Peel Hunt;
* the Acquisition Agreement and the New Facilities Agreement each having become unconditional in all respects and not being terminated or rescinded prior to Placing and Open Offer Admission, nor subject to any material amendment not previously approved in writing by Peel Hunt;
* there having been no breach by NCC Group of its obligations under the Underwriting Agreement which has a Material Adverse Effect;
* there not having occurred or arisen prior to Placing and Open Offer Admission any significant new factor, material mistake or inaccuracy as is referred to in section 87G of the FSMA which requires a supplementary prospectus to be published by NCC Group and which has a Material Adverse Effect; and
* Placing and Open Offer Admission becoming effective by not later than 8.00 a.m. on 18 December 2015 (or such later time and/or date as NCC Group and Peel Hunt may agree, being no later than 4.00 p.m. on 8 January 2016).

General

The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares. The Issue is not being made to Overseas Shareholders in Restricted Jurisdictions, whose attention is drawn to section 5 of Part XI of this document. Subject to certain limited exceptions at the discretion of NCC Group, Shareholders with addresses in the Restricted Jurisdictions are non-Qualifying Shareholders and may not participate in the Open Offer.

Significant investors

To the extent known to NCC Group, the following persons intend to subscribe for more than 5 per cent. of the total number of New Ordinary Shares to be issued:

Investor	Number of New Ordinary Shares
Mawer Investment Management	5,454,463
River and Mercantile Asset Management LLP	4,444,386
Threadneedle Asset Management Limited	4,356,207
Aviva Investors Global Services Limited	4,289,965
BlackRock Investment Management (UK) Limited	4,116,201
UBS Asset Management Funds Ltd	3,513,348
Kames Capital plc	2,960,122
Hargreave Hale Limited	2,511,406

7 Action to be taken

In respect of the General Meeting

A Form of Proxy for use at the General Meeting accompanies this document. Whether or not you intend to be present at the General Meeting, please complete the Form of Proxy enclosed with this document in accordance with the instructions printed on the Form of Proxy and return it to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by no later than 11.00 a.m. on 14 December 2015 in order for it to be valid. Completion and return of the Form of Proxy will not preclude you from attending and voting at the General Meeting should you so wish.

In respect of the Open Offer

Qualifying Non-CREST Shareholders wishing to apply for any or all of their entitlements to Open Offer Shares must complete the accompanying Application Form in accordance with the instructions set out in Part XI of this document and on the Application Form. Completed Application Forms should be returned, with the appropriate payment in accordance with the instructions set out in Part XI of this document and on the accompanying Application Form, to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by no later than 11.00 a.m. on 14 December 2015.

Qualifying CREST Shareholders will not receive an Application Form and will instead receive a credit to their appropriate stock account in CREST in respect of the Open Offer Entitlements. Qualifying CREST Shareholders should refer to the procedure for application set out in section 3.2 of Part XI of this document.

Qualifying Shareholders who are CREST Sponsored Members should refer to their CREST Sponsors regarding the action to be taken in connection with this document and the Open Offer.

The attention of Overseas Shareholders is drawn to the relevant section headed ''Overseas Shareholders'' in section 5 of Part XI of this document and to the warranty concerning Overseas Shareholders on the Application Form.

If you do not wish to apply for any Open Offer Shares under the Open Offer, you should not complete or return the Application Form. Shareholders are nevertheless requested to complete and return the Form of Proxy.

If you are in any doubt as to what action you should take, you should immediately seek your own financial advice from your stockbroker, bank manager, solicitor or other independent professional adviser duly authorised under the FSMA who specialises in advice on the acquisition of shares and other securities.

8 Related party transactions

Mawer Investment Management is currently interested in approximately 12.4 per cent. of NCC Group's issued share capital and is therefore deemed a substantial shareholder of NCC Group for the purposes of the Listing Rules. As part of the Issue, Mawer Investment Management has conditionally subscribed for 5,454,463 New Ordinary Shares at the Issue Price, amounting to £15.0 million at the Issue Price. Mawer Investment Management's participation in the Issue therefore constitutes a smaller related party transaction pursuant to Listing Rule 11.1.10R.

9 New Facilities

10 Listing, dealings and settlement of the New Ordinary Shares

Application has been made to the UK Listing Authority for 22,949,986 Firm Placed Shares to be admitted to the premium listing segment of the Official List and has been made to the London Stock Exchange for 22,949,986 Firm Placed Shares to be admitted to trading on the London Stock Exchange's main market for listed securities.

Application will be made to the UK Listing Authority for 22,986,307 Placed Shares and Open Offer Shares to be admitted to the premium listing segment of the Official List and will be made to the London Stock Exchange for 22,986,307 Placed Shares and Open Offer Shares to be admitted to trading on the London Stock Exchange's main market for listed securities.

Subject to the conditions to the Placing and Open Offer having been satisfied (or, if applicable, waived), it is expected that Placing and Open Offer Admission will become effective, and that dealings for normal settlement in the Placed Shares and the Open Offer Shares will commence, on the London Stock Exchange at or shortly after 8.00 a.m. (London time) on 18 December 2015.

The Existing Ordinary Shares are already admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities and to CREST. It is expected that all of the New Ordinary Shares, when issued and fully paid, will be capable of being held and transferred by means of CREST. The New Ordinary Shares will trade under ISIN GB00B01QGK86. The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares.

11 Dividends and dividend policy

The Board of the Enlarged Group will decide the absolute level of any future dividends taking into account the Enlarged Group's underlying earnings, cash flows, capital investment plan and the prevailing market outlook, however subject to unforeseen circumstances, NCC Group intends to pursue its progressive dividend policy.

12 General Meeting

A notice convening the General Meeting, to be held at Manchester Technology Centre, Oxford Road, Manchester M1 7EF at 11.00 a.m. on 16 December 2015, is contained at the end of this document. At the General Meeting, Resolutions will be proposed to:

* grant the Directors authority to allot shares in the capital of NCC Group in connection with the issue of the Placed Shares and Open Offer Shares and the issue of shares pursuant to the Acquisition Agreement;
* grant the Directors general authority to allot shares in the capital of NCC Group having an aggregate nominal amount of up to £919,331, which will represent approximately one-third of the Enlarged Issued Share Capital (excluding Treasury Shares). In line with the guidelines issued by the Association of British Insurers, the Directors are seeking additional authority to allot shares having a further aggregate nominal amount of up to £919,331, representing approximately one-third of the Enlarged Issued Share Capital (excluding Treasury Shares), solely to be used in connection with a pre-emptive rights issue. The Directors' current intention is to only exercise the general authority sought to allot shares to satisfy NCC Group's obligations under employee share schemes. Each of the authorities sought will expire on the conclusion of the NCC Group's 2016 annual general meeting;
* disapply the statutory pre-emption rights set out in section 561 of the Companies Act in connection with the issue of the Placed Shares and Open Offer Shares and the issue of shares pursuant to the Acquisition Agreement; and

* disapply the statutory pre-emption rights set out in section 561 of the Companies Act in relation to shares in the capital of NCC Group having an aggregate nominal amount of up to £275,799, representing 10 per cent of the Enlarged Issued Share Capital (excluding Treasury Shares), which is in accordance with relevant guidelines applicable to NCC Group. The Directors intend to adhere to the guidelines set out in the Pre-Emption Group's Statement of Principles (as updated in March 2015) and not to allot shares for cash on a non-pre-emptive basis pursuant to the authority set out in paragraph (d) of Resolution 2 in the Notice of General Meeting: (i) in excess of an amount equal to 5% of NCC Group's issued ordinary share capital; or (ii) in excess of an amount equal to 7.5% of NCC Group's issued ordinary share capital in a rolling threeyear period, in each case other than in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment, or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment. If approved, the general pre-emption authority will expire on the conclusion of NCC Group's 2016 annual general meeting.

13 Overseas Shareholders

The attention of Qualifying Shareholders who have registered addresses outside the United Kingdom, or who are citizens or residents of countries other than the United Kingdom, or who are holding NCC Group Ordinary Shares for the benefit of such persons (including, without limitation, custodians, nominees, trustees and agents) or who have a contractual or other legal obligation to forward this document or the Application Form to such person, is drawn to the information which appears in section 5 of Part XI of this document. Subject to certain limited exceptions at the discretion of NCC Group, Shareholders with addresses in the United States are non-Qualifying Shareholders and may not participate in the Open Offer.

14 Taxation

Your attention is drawn to Part XVII of this document in relation to taxation matters.

The taxation of an investment in NCC Group Ordinary Shares depends on the individual circumstances of Shareholders and the summary of the taxation treatment of an investment in NCC Group Ordinary Shares set out in Part XVII of this document is intended as a general guide only. It does not address the specific tax position of every investor and only deals with rules of UK and federal US taxation of general application. Therefore, if you are in any doubt as to your tax position regarding NCC Group Ordinary Shares and if you are subject to tax in a jurisdiction other than the UK you should consult your own independent tax advisers without delay.

15 Further information

You should read the whole of this document and not just rely on the information contained in this letter. Shareholders and investors should consider fully the risk factors associated with the Group, the Acquisition, the Issue and NCC Group's securities. Your attention is drawn to the section entitled ''Risk Factors'' set out on pages 17 to 25 (inclusive) of this document.

16 Recommendation

The Board believes that the Issue and the Acquisition are in the best interests of NCC Group and its Shareholders as a whole.

Accordingly, the Board unanimously recommends that you vote in favour of all of the Resolutions to be proposed at the General Meeting in order to give effect to the Placing and Open Offer, as the Directors have irrevocably undertaken to NCC Group to do (or as the case may be procure) in respect of the Existing Ordinary Shares in which the Directors or connected persons are beneficially interested, representing approximately 2.7 per cent. of the issued share capital of NCC Group as at 23 November 2015 (being the latest practicable date prior to the publication of this document).

Yours faithfully,

Paul Mitchell Non-Executive Chairman

PART VIII

SUMMARY OF THE PRINCIPAL TERMS OF THE ACQUISITION

1 Overview

The Acquisition Agreement was entered into on 24 November 2015 between, among others, the Sellers and NCC Group (Solutions) (a wholly owned subsidiary of NCC Group) pursuant to which NCC Group (Solutions) will acquire the entire issued share capital of Fox at Completion. The principal terms of the Acquisition are described below.

2 Information on Fox

The Fox Group is a leading provider of high-end cyber security solutions comprising of cyber security products, managed security services, advanced threat intelligence, forensics and incident response, 'Sovereign Cryptography' and professional services. The Fox Group is recognised by Gartner as a leading provider of contextual threat intelligence, specialised managed security services and on-line fraud detection. Its customers include government agencies, national defence bodies and energy, utility, financial services, healthcare and telecommunications companies amongst others.

The Fox Group's activities can be split into the following service offering:

* Advanced Threat Protection this division provides a wide range of strategic security consulting services, threat intelligence driven managed security services, a managed security services platform for end-point protection and supporting products;
* Threat Intelligence and Web/Mobile Event Analytics this division focuses on actionable threat intelligence delivered as a hosted subscription and web portal primarily to large global banks and retailers. The Web/Mobile Event detection solution offers real-time behavioural analytics, event detection and threat mitigation in the web/mobile transaction layer; and
* High Assurance Services and Secure Infrastructure this division provides classified tactical deployment and security operations support. It also provides mission-critical cryptology and encryption management solutions.

3 Consideration

Under and subject to the terms of the Acquisition, the Sellers will be entitled to receive the following consideration for the transfer of the entire issued share capital of Fox to NCC Group (Solutions):

* approximately A108.25 million in cash on completion of the Acquisition, subject to a completion accounts adjustment mechanism (in respect of net debt and working capital);
* A10 million in cash and A2.5 million in new NCC Group Ordinary Shares on the first anniversary of completion of the Acquisition; and
* A10 million in cash and A2.5 million in new NCC Group Ordinary Shares on the second anniversary of completion of the Acquisition.

4 Guarantee

The obligations of MR B.V. (being the majority shareholder of Fox) under the Acquisition Agreement are guaranteed by its shareholders, being M.W. van der Marel Holding B.V., Itsmine B.V., Coolcapital B.V. and AJS Holdings B.V.. In addition, the ultimate beneficial shareholders of MR B.V. have given certain undertakings to NCC Group (Solutions) to procure that each of M.W. van der Marel Holding B.V., Itsmine B.V., Coolcapital B.V. and AJS Holdings B.V. remain in a position to comply with their obligations as guarantors.

5 Warranties and indemnities

The Sellers have provided customary representations and warranties to NCC Group (Solutions) for a transaction of this nature, including in respect of the Sellers' ownership of the entire issued share capital of Fox, the financial statements of the Fox Group, the intellectual property rights of the Fox Group and the material contracts to which a member of the Fox Group is a party.

The liability of the Sellers to NCC Group (Solutions) for breach of the representations and warranties is limited to:

* A60 million in respect of MR B.V., other than for breaches of certain fundamental warranties and in relation to certain taxation matters, in which case MR B.V.'s liability is limited to A133.25 million (being 100% of the consideration); and
* A13.325 million (being 10% of the consideration) in respect of Stichting Administratiekantoor Fox-exit Holding.

6 Restrictive covenants

The Sellers and the guarantors have given customary non-compete and non-solicitation undertakings which have a duration of three years from completion of the Acquisition.

7 Costs

The Sellers and NCC Group (Solutions) have each agreed to pay the costs and expenses incurred by them respectively in connection with the negotiation and execution of the Acquisition Agreement.

PART IX

SOME QUESTIONS AND ANSWERS ABOUT THE ISSUE

The questions and answers set out in this Part IX are intended to be generic guidance only and, as such, you should also read Part XI of this document for full details of what action you should take. If you are in any doubt about the action to be taken, you are recommended to seek your own personal financial advice immediately from your stockbroker, solicitor, accountant or other appropriate independent financial adviser duly authorised under FSMA, if you are resident in the UK or, if not, from another appropriate authorised independent financial adviser. The attention of Overseas Shareholders is drawn to section 5 of Part XI of this document. Subject to certain limited exceptions at the discretion of NCC Group, Shareholders with addresses in the United States are non-Qualifying Shareholders and may not participate in the Open Offer.

This Part IX deals with general questions relating to the Issue, as well as more specific questions relating to Qualifying Non-CREST Shareholders. If you hold your NCC Group Ordinary Shares in uncertificated form (that is, through CREST) your attention is drawn to Part XI of this document which contains full details of what action you should take. If you are a CREST Sponsored Member, you should consult your CREST Sponsor.

If you do not know whether your NCC Group Ordinary Shares are held in certificated or uncertificated form, please call Equiniti on 0371 384 2414 (overseas callers should use +44 (0) 12 1415 0847). Calls outside the UK will be charged at the applicable international rate. Lines are open 8.30 a.m. to 5.30 p.m., Monday to Friday, excluding English and Welsh public holidays. Please note that calls may be recorded or randomly monitored for security and training purposes. Please note that, for legal reasons, Equiniti are only able to provide information contained in this document (other than information relating to NCC Group's register of members) and, as such, will be unable to give advice on the merits of the Issue or to provide financial advice. Equiniti staff can explain the options available to you, which forms you need to fill in and how to fill them in correctly.

What is the Firm Placing and the Placing and Open Offer?

A firm placing and placing and open offer is a way for companies to raise money. It gives their existing shareholders a right to subscribe for further shares at a fixed price in proportion to their existing shareholdings (an open offer) but provides for new investors to subscribe for new shares in the company (a firm placing and a placing). The fixed price is normally at a discount to the closing mid-market price of the existing ordinary shares prior to the announcement of the open offer.

What is NCC Group's Open Offer?

The Open Offer is an invitation by NCC Group to Qualifying Shareholders to apply to subscribe for an aggregate of 22,986,307 Open Offer Shares at a price of 275 pence per Open Offer Share. If you hold NCC Group Ordinary Shares at the Record Date or have a bona fide market claim, and are not a Shareholder located or with a registered address in any Restricted Jurisdiction (for further information on Overseas Shareholders, see section 5 of Part XI of this document), you will be entitled to subscribe for Open Offer Shares under the Open Offer.

The Open Offer is being made on the basis of 1 Open Offer Share for every 10 Existing Ordinary Shares held by Qualifying Shareholders at the Record Date. Applications by Qualifying Shareholders will be satisfied in full up to their Open Offer Entitlements. No application in excess of a Qualifying Shareholder's Open Offer Entitlements will be met, and any Qualifying Shareholder so applying will be deemed to have applied for its Open Offer Entitlements only. Qualifying Shareholders may apply for any whole number of Open Offer Shares. Fractional entitlements under the Open Offer will not be allocated and will be disregarded.

Qualifying Shareholders should note that the Open Offer is not a rights issue and that Open Offer Shares not applied for under the Open Offer will not be sold in the market for the benefit of Qualifying Shareholders who do not apply under the Open Offer. Open Offer Entitlements are not transferable unless to satisfy a bona fide market claim and the Application Forms, not being documents of title, cannot be traded.

The Open Offer is conditional upon, inter alia, the following:

* the Underwriting Agreement becoming unconditional in all respects;

* the passing of the Resolutions at the General Meeting without any amendment not previously approved in writing by Peel Hunt;
* the Acquisition Agreement and the New Facilities Agreement each having become unconditional in all respects and not being terminated or rescinded prior to Placing and Open Offer Admission, nor subject to any material amendment not previously approved in writing by Peel Hunt;
* there having been no breach by NCC Group of its obligations under the Underwriting Agreement which has a Material Adverse Effect;
* there not having occurred or arisen prior to Placing and Open Offer Admission any significant new factor, material mistake or inaccuracy as is referred to in section 87G of the FSMA which requires a supplementary prospectus to be published by NCC Group and which has a Material Adverse Effect; and
* Placing and Open Offer Admission becoming effective by not later than 8.00 a.m. on 18 December 2015 (or such later time and/or date as NCC Group and Peel Hunt may agree, being no later than 4.00 p.m. on 8 January 2016).

When will the Issue take place?

The Firm Placing was subject to Firm Placing Admission of the Firm Placed Shares becoming effective by not later than 8.00 a.m. on 24 November 2015.

The Placing and Open Offer is subject to Placing and Open Offer Admission of the Placed Shares and Open Offer Shares becoming effective by not later than 8.00 a.m. on 18 December 2015 (or such later time and/or date as NCC Group and Peel Hunt may agree, being not later than 4.00 p.m. on 8 January 2016).

What is an Application Form?

It is a form sent to those Qualifying Shareholders who hold their NCC Group Ordinary Shares in certificated form. It sets out your Open Offer Entitlements and is a form which you should complete if you want to participate in the Open Offer.

What if I have not received an Application Form?

If you have not received an Application Form and you do not hold your NCC Group Ordinary Shares in CREST, this probably means that you are not eligible to participate in the Open Offer. Some Qualifying Shareholders, however, will not receive an Application Form but may still be able to participate in the Open Offer, including:

* Qualifying CREST Shareholders; and
* Qualifying Non-CREST Shareholders who bought NCC Group Ordinary Shares before the Ex-Entitlements Date but were not registered as the holders of those NCC Group Ordinary Shares at the Record Date (see below).

If I bought NCC Group Ordinary Shares before 25 November 2015 (the Ex-Entitlements Date), will I be eligible to participate in the Open Offer?

If you bought NCC Group Ordinary Shares before the Ex-Entitlements Date but you were not registered as the holder of those NCC Group Ordinary Shares at the Record Date, you may still be eligible to participate in the Open Offer. If you are in any doubt, please consult your stockbroker, bank or other appropriate financial adviser, or whoever arranged your share purchase, to ensure you claim your entitlement. You will not be entitled to any Open Offer Shares in respect of any NCC Group Ordinary Shares acquired on or after the Ex-Entitlements Date.

I hold my NCC Group Ordinary Shares in uncertificated form in CREST. What do I need to do in relation to the Open Offer?

CREST members should follow the instructions set out in Part XI of this document. Persons who hold NCC Group Ordinary Shares through a CREST Member should be informed by the CREST Member through which they hold their NCC Group Ordinary Shares of the Open Offer Shares which they are entitled to take up under the Open Offer and should contact them if they do not receive this information.

I hold my NCC Group Ordinary Shares in certificated form. How do I know I am eligible to participate in the Open Offer?

If you receive an Application Form, are not a Shareholder with a registered address in a Restricted Jurisdiction and are not physically located in a Restricted Jurisdiction, then you should be eligible to participate in the Open Offer as long as you have not sold all of your NCC Group Ordinary Shares before the Ex-Entitlements Date.

I hold my NCC Group Ordinary Shares in certificated form. How do I know how many Open Offer Shares I am entitled to take up?

If you hold your NCC Group Ordinary Shares in certificated form and, subject to certain limited exceptions, do not have a registered address in a Restricted Jurisdiction, you will be sent an Application Form that shows:

* how many Existing Ordinary Shares you held at the Record Date;
* how many Open Offer Shares are comprised in your Open Offer Entitlements; and
* how much you need to pay in Pounds Sterling if you want to take up your right to subscribe for all of your Open Offer Entitlements.

If you would like to apply for any or all of the Open Offer Shares comprised in your Open Offer Entitlements, you should complete the Application Form in accordance with the instructions printed on it and the information provided in this document. Completed Application Forms should be posted, along with a cheque or banker's draft drawn in the appropriate form, in the accompanying pre-paid envelope to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to be received by no later than 11.00 a.m. on 14 December 2015, after which time Application Forms will not be valid.

I hold my NCC Group Ordinary Shares in certificated form and am eligible to receive an Application Form. What are my choices in relation to the Open Offer?

If you do not want to take up your Open Offer Entitlements

If you do not want to take up your Open Offer Entitlements, you do not need to do anything. In these circumstances, you will not receive any Open Offer Shares. You will also not receive any money when the Open Offer Shares you could have taken up are sold, as would happen under a rights issue provided the price at which they are sold exceeds the costs and expenses of effecting the sale. You cannot sell your Open Offer Entitlements to anyone else. If you do not return your Application Form subscribing for the Open Offer Shares to which you are entitled by 11.00 a.m. on 14 December 2015, such Open Offer Shares will be placed with Placees pursuant to the Underwriting Agreement, and the net proceeds will be retained, for the benefit of NCC Group.

Shareholders are, however, encouraged to vote at the General Meeting by attending in person or completing and returning the Form of Proxy enclosed with this document.

If you want to take up some but not all of the Open Offer Shares under your Open Offer Entitlements

If you want to take up some but not all of the Open Offer Shares under your Open Offer Entitlements, you should write the number of Open Offer Shares you want to take up in Box 4 of your Application Form; for example, if you have Open Offer Entitlements for 50 Open Offer Shares but you only want to apply for 25 Open Offer Shares, then you should write '25' in Box 4. To work out how much you need to pay for the Open Offer Shares, you need to multiply the number of Open Offer Shares you want (in this example, '25') by 275 pence (the Issue Price), giving you an amount of £68.75 in this example.

You should write this total sum in Box 5, rounding down to the nearest whole pence, and this should be the amount your cheque or banker's draft is made out for. You should then return the completed Application Form, together with a cheque or banker's draft for that amount, in the accompanying pre-paid envelope by post to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to be received by no later than 11.00 a.m. on 14 December 2015, after which time Application Forms will not be valid. If you post your Application Form by first class post, it is recommended that you allow at least four Business Days for delivery.

All payments should be in Pounds Sterling and made by cheque or banker's draft made payable to 'Equiniti Limited re: NCC Group Plc Open Offer' and crossed 'A/C payee only'. Cheques or banker's drafts must be drawn on an account at a bank or building society or a branch of a bank or building society which is in the UK, the Channel Islands or the Isle of Man and which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques or banker's drafts to be cleared through the facilities provided by either of those companies. Cheques and banker's drafts must bear the appropriate sorting code number in the top right-hand corner and must be for the full amount payable on application. Post-dated cheques will not be accepted.

Cheques drawn on a non-UK bank will be rejected. Third party cheques may not be accepted with the exception of building society cheques or banker's drafts where the building society or bank has inserted details of the full name of the building society or bank account holder and has added the building society or bank branch stamp. The account name should be the same as that shown on the application. Cheques or banker's drafts will be presented for payment upon receipt. Payments via CHAPS, BACS or electronic transfer will not be accepted. NCC Group reserves the right to instruct Equiniti to seek special clearance of cheques and banker's drafts to allow NCC Group to obtain value for remittances at the earliest opportunity. No interest will be paid on payments made before they are due. It is a term of the Open Offer that cheques shall be honoured on first presentation and NCC Group may elect to treat as invalid acceptances in respect of which cheques are not so honoured. All documents, cheques and banker's drafts sent through the post will be sent at the risk of the sender.

A definitive share certificate will then be sent to you for the Open Offer Shares that you take up. Your definitive share certificate for Open Offer Shares is expected to be despatched to you by no later than 8 January 2016.

If you want to take up all of your Open Offer Entitlements

If you want to take up all of the Open Offer Shares available to you through your Open Offer Entitlements, all you need to do is sign page 1 of the Application Form (ensuring that all joint holders sign (if applicable)) and send the Application Form, together with your cheque or banker's draft for the amount (as indicated in Box 3 of your Application Form), payable to 'Equiniti Limited re: NCC Group Plc Open Offer' and crossed 'A/C payee only', in the accompanying pre-paid envelope by post to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to be received by no later than 11.00 a.m. on 14 December 2015, after which time Application Forms will not be valid.

If you post your Application Form by first class post, it is recommended that you allow at least four Business Days for delivery.

I am a Qualifying Shareholder, do I have to apply for all the Open Offer Shares I am entitled to apply for under my Open Offer Entitlements?

You can take up any number of the Open Offer Shares allocated to you under your Open Offer Entitlements.

Your maximum Open Offer Entitlements are shown on your Application Form in Box 2. Any applications by a Qualifying Shareholder for a number of Open Offer Shares which is equal to or less than that person's Open Offer Entitlements will be satisfied, subject to the Open Offer becoming unconditional. No application in excess of a Qualifying Shareholder's Open Offer Entitlements will be met, and any Qualifying Shareholder so applying will be deemed to have applied for its Open Offer Entitlements only. If you decide not to take up all of the Open Offer Shares comprised in your Open Offer Entitlements, then your proportion of the ownership and voting interest in NCC Group will be reduced to a greater extent than if you had decided to take up your full entitlement.

Am I eligible to participate in the Firm Placing and the Placing?

Unless you are a Firm Placee or a Placee, you may not participate in the Firm Placing or the Placing.

Will I be taxed if I take up my entitlements?

If you are resident in the UK for UK tax purposes, you will not have to pay UK tax when you take up your right to receive Open Offer Shares, although the Issue may affect the amount of UK tax you pay when you sell your NCC Group Ordinary Shares.

Further information for Qualifying Shareholders who are resident in the UK for UK tax purposes is contained in section 1 of Part XVII of this document. Shareholders who are in any doubt as to their tax position or who are subject to tax in any jurisdiction other than the UK should consult their professional advisers immediately.

What should I do if I live outside the United Kingdom?

Your ability to apply to subscribe for Open Offer Shares may be affected by the laws of the country in which you live and you should take professional advice as to whether you require any governmental or other consents or need to observe any other formalities to enable you to take up your Open Offer Entitlements. Shareholders with registered addresses or who are located in a Restricted Jurisdiction are not eligible to participate in the Open Offer. Your attention is drawn to the information in section 5 of Part XI of this document.

What should I do if I need further assistance?

If you have any other questions, please telephone Equiniti on 0371 384 2414 (overseas callers should use +44 (0) 12 1415 0847). Calls outside the UK will be charged at the applicable international rate. Lines are open 8.30 a.m. to 5.30 p.m., Monday to Friday, excluding English and Welsh public holidays. Please note that calls may be recorded or randomly monitored for security and training purposes. Please note that, for legal reasons, Equiniti are only able to provide information contained in this document (other than information relating to NCC Group's register of members) and, as such, will be unable to give advice on the merits of the Issue or to provide financial advice. Equiniti staff can explain the options available to you, which forms you need to fill in and how to fill them in correctly.

Your attention is drawn to the further terms and conditions of the Issue set out in Part XI of this document.

The contents of this document or any subsequent communication from NCC Group or the Financial Advisers or any of their respective affiliates, officers, directors, employees or agents are not to be construed as legal, financial or tax advice. Each prospective investor should consult his, her or its own solicitor, independent financial adviser or tax adviser for legal, financial or tax advice.

PART X

INFORMATION ON THE NEW ORDINARY SHARES

1 Description of the type and class of securities being offered

The New Ordinary Shares to be issued by NCC Group will be ordinary shares with a nominal value of 1 pence each, with ISIN GB00B01QGK86. Following Admission, NCC Group will have one class of ordinary shares, the rights of which are set out in the Articles.

The New Ordinary Shares will be credited as fully paid and free from all liens, equities, charges, encumbrances and other interests.

2 Legislation under which the New Ordinary Shares have been created

The New Ordinary Shares will be created under the Companies Act and regulations made thereunder.

3 Listing

The Existing Ordinary Shares are currently admitted to the premium listing segment of the Official List and admitted to trading on the London Stock Exchange's main market for listed securities. Application has been made to the UK Listing Authority for 22,949,986 Firm Placed Shares to be admitted to the premium listing segment of the Official List and has been made to the London Stock Exchange for 22,949,986 Firm Placed Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Firm Placing Admission will become effective, and that dealings for normal settlement in the Firm Placed Shares will commence, on the London Stock Exchange at or shortly after 8.00 a.m. (London time) on 24 November 2015. Application will be made to the UK Listing Authority for 22,986,307 Placed Shares and Open Offer Shares to be admitted to the premium listing segment of the Official List and will be made to the London Stock Exchange for 22,986,307 Placed Shares and Open Offer Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Placing and Open Offer Admission will become effective, and that dealings for normal settlement in the Placed Shares and the Open Offer Shares will commence, on the London Stock Exchange at or shortly after 8.00 a.m. (London time) on 18 December 2015.

4 Form and currency of New Ordinary Shares

The New Ordinary Shares will, when issued, be in registered form and will be capable of being held in certificated and uncertificated form. The registrars of NCC Group are Equiniti Limited of Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.

Title to the certificated New Ordinary Shares will be evidenced by entry in the register of members of NCC Group and title to uncertificated New Ordinary Shares will be evidenced by entry in the operator register maintained by Euroclear which forms part of the register of members of NCC Group. If any such shares are converted to be held in certificated form, share certificates will be issued in respect of those shares in accordance with applicable legislation. It is expected that definitive share certificates will be posted to those Shareholders who have applied for the issue of New Ordinary Shares in certificated form by no later than 8 January 2016. The New Ordinary Shares will be denominated in sterling.

5 Rights attached to the New Ordinary Shares

Each New Ordinary Share will rank pari passu in all respects with each Existing Ordinary Share, and will have the same rights and restrictions as each Existing Ordinary Share. Further details of the rights attaching to the Existing Ordinary Shares and the New Ordinary Shares are set out in section 4 of Part XVIII of this document.

6 Authorisations relating to the New Ordinary Shares

Given the existing Shareholder authorities, NCC Group has sufficient Shareholder authority to allot and issue the Firm Placed Shares, but requires Shareholder approval to allot and issue the Placed Shares and the Open Offer Shares. The Resolutions seeking the required authorities are set out in the Notice of General Meeting at the end of this document.

7 Disapplication of pre-emption rights

If the Resolutions are passed at the General Meeting, the Directors will have the authority to allot equity securities (as defined in section 560 of the Companies Act) for cash as if section 561(1) of the Companies Act did not apply to such allotment representing, in aggregate, 10.0 per cent. of the Enlarged Issued Share Capital.

8 Taxation

Please see section 1 of Part XVII of this document for information relating to UK taxation considerations (including a discussion of UK stamp duty and SDRT which is relevant to holders of NCC Group Ordinary Shares, irrespective of their tax residence) and section 2 of Part XVII of this document for information relating to certain considerations related to US federal income taxation.

PART XI

TERMS AND CONDITIONS OF THE OPEN OFFER

As explained in the letter from the Chairman of NCC Group set out in Part VII of this document, NCC Group is proposing to issue 45,936,293 New Ordinary Shares and raise approximately £121.1 million (net of expenses).

This Part XI and, where applicable, the accompanying Application Form, contain the formal terms and conditions of the Open Offer. Your attention is drawn to the letter from the Chairman of NCC Group in Part VII of this document, which sets out the background to and reasons for the Issue and the Acquisition.

Upon completion of the Issue, the New Ordinary Shares will represent approximately 16.7 per cent. of the Enlarged Issued Share Capital and the Existing Ordinary Shares will represent approximately 83.3 per cent. of the Enlarged Issued Share Capital. The New Ordinary Shares issued as part of the Firm Placing will account for approximately 50.0 per cent. of the total New Ordinary Shares and the New Ordinary Shares issued through the Placing and Open Offer will account for approximately 50.0 per cent. of the total New Ordinary Shares.

The Record Date for entitlements under the Open Offer for Qualifying CREST Shareholders and Qualifying Non-CREST Shareholders is 6.00 pm on 20 November 2015. The Application Form for Qualifying Non-CREST Shareholders accompanies this document and Open Offer Entitlements are expected to be credited to stock accounts of Qualifying CREST Shareholders in CREST on 25 November 2015. The latest time and date for receipt of completed Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate) is expected to be 11.00 a.m. on 14 December 2015, with Admission to the main market of the London Stock Exchange and commencement of dealings in Open Offer Shares expected to take place at 8.00 a.m. on 18 December 2015.

This document and, for Qualifying Non-CREST Shareholders only, the Application Form, contains the formal terms and conditions of the Open Offer. Your attention is drawn to section 3 of this Part XI, which gives details of the procedure for application and payment for the Open Offer Shares. The attention of Overseas Shareholders is drawn to section 5 of this Part XI below.

The Open Offer Shares will, when issued and fully paid, rank equally in all respects with Existing Ordinary Shares, including the right to receive all dividends or other distributions declared, if any, by reference to a record date after the date of their issue.

The Open Offer is an opportunity for Qualifying Shareholders to apply for, in aggregate, 22,986,307 Open Offer Shares pro rata to their current holdings at the Issue Price in accordance with the terms of the Open Offer.

Any Qualifying Shareholder who has sold or transferred all or part of their registered holding(s) of NCC Group Ordinary Shares prior to the close of business on 20 November 2015 is advised to consult his or her stockbroker, bank or other agent through or to whom the sale or transfer was effected as soon as possible since the invitation to apply for Open Offer Shares under the Open Offer may be a benefit which may be claimed from him/her by the purchasers under the rules of the London Stock Exchange.

1 Open Offer

Subject to the terms and conditions set out below and, where relevant, in the Application Form, NCC Group hereby invites Qualifying Shareholders to apply for Open Offer Shares at the Issue Price, payable in full in cash on application, free of all expenses, on the following basis:

1 Open Offer Share for every 10 Existing Ordinary Shares

held by Qualifying Shareholders in their name at the close of business on the Record Date.

Open Offer Entitlements under the Open Offer will be rounded down to the nearest whole number and any fractional entitlements to Open Offer Shares will not be allocated and will be disregarded.

If you have sold or otherwise transferred all of your Existing Ordinary Shares before the exentitlement date, you are not entitled to participate in the Open Offer.

The Open Offer is not a rights issue. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be admitted to CREST and be enabled for settlement, the Open Offer Entitlements will not be tradable and applications in respect of the Open Offer Entitlements may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. Qualifying Non-CREST Shareholders should note that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer and Qualifying Shareholders who do not apply to take up their Open Offer Entitlements will have no rights under the Open Offer and will not receive any proceeds from it.

No application in excess of a Qualifying Shareholder's Open Offer Entitlements will be met, and any Qualifying Shareholder so applying will be deemed to have applied for their Open Offer Entitlements only.

Fractions of Open Offer Shares will not be allocated to Qualifying Shareholders and entitlements to apply for Open Offer Shares will be rounded down to the nearest whole number of Open Offer Shares. Fractional entitlements will be disregarded.

Holdings of Existing Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Open Offer.

The attention of Overseas Shareholders or any person (including, without limitation, a custodian, nominee or trustee) who has a contractual or other legal obligation to forward this document in or into a jurisdiction other than the UK is drawn to section 5 below. Subject to certain limited exceptions at the discretion of NCC Group, the Open Offer will not be made in the United States or into any other Restricted Jurisdictions. Subject to the provisions of section 5, Shareholders with a registered address in the United States or any other Restricted Jurisdiction will not be sent an Application Form. Unless instructed otherwise by NCC Group or Peel Hunt, if you are resident or located in, or have a registered address in the United States and receive an Application Form, please destroy the Application Form.

The Existing Ordinary Shares are admitted to trading on the main market for listed securities of the London Stock Exchange. Application will be made to the UK Listing Authority and the London Stock Exchange for the Open Offer Shares to be admitted to the premium listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange. It is expected that Placing and Open Offer Admission and that dealings for normal settlement in the Open Offer Shares will commence at 8.00 a.m. on 18 December 2015.

The Existing Ordinary Shares are already admitted to CREST. Application will be made for the Open Offer Shares to be admitted to CREST on Placing and Open Offer Admission. The Existing Ordinary Shares and the Open Offer Shares, when issued and fully paid, may be held and transferred by means of CREST.

The Open Offer Shares will be issued credited as fully paid and rank pari passu in all respects with the Existing Ordinary Shares. The Open Offer Shares are not being made available in whole or in part to the public except under the terms of the Open Offer.

The action to be taken in relation to the Open Offer depends on whether, at the time at which application and payment is made, you have an Application Form in respect of your entitlement under the Open Offer or have Open Offer Entitlements credited to your stock account in CREST.

If you have received an Application Form with this document please refer to section 3.1 of this Part XI.

If you hold your NCC Group Ordinary Shares in CREST and have received a credit of Open Offer Entitlements to your CREST stock account, please refer to section 3.2 of this Part XI and also to the CREST Manual for further information on the CREST procedures referred to below.

The Open Offer will remain open for acceptance until 11.00 a.m. on 14 December 2015.

2 Conditions of the Open Offer

The Open Offer is conditional upon the Underwriting Agreement, becoming or being declared unconditional in all respects by 8.00 a.m. on 18 December 2015 (or such later time and/or date as NCC Group and Peel Hunt may agree, being no later than 4.00 p.m. on 8 January 2016) and the Underwriting Agreement not being terminated in accordance with its terms prior to Placing and Open Offer Admission. The Underwriting Agreement is conditional, inter alia, upon:

* the passing of the Resolutions at the General Meeting without any amendment not previously approved in writing by Peel Hunt;
* the Acquisition Agreement and the New Facilities Agreement each having become unconditional in all respects and not being terminated or rescinded prior to Placing and Open Offer Admission, nor subject to any material amendment not previously approved in writing by Peel Hunt;
* there having been no breach by NCC Group of its obligations under the Underwriting Agreement which has a Material Adverse Effect;
* there not having occurred or arisen prior to Placing and Open Offer Admission any significant new factor, material mistake or inaccuracy as is referred to in section 87G of the FSMA which requires a supplementary prospectus to be published by NCC Group and which has a Material Adverse Effect; and
* Placing and Open Offer Admission becoming effective by not later than 8.00 a.m. on 18 December 2015 (or such later time and/or date as NCC Group and Peel Hunt may agree, being no later than 4.00 p.m. on 8 January 2016).

Further details of the Underwriting Agreement are set out in section 6.2 of Part XVIII of this document.

Further terms of the Open Offer insofar as they relate to Qualifying Non-CREST Shareholders are set out in the Application Form.

If the Underwriting Agreement does not become or is not declared unconditional in all respects or is terminated in accordance with its terms prior to Placing and Open Offer Admission, the Open Offer will be revoked and will not proceed. Revocation cannot occur after dealings in Open Offer Shares have begun.

No temporary documents of title will be issued in respect of Open Offer Shares held in uncertificated form. Definitive certificates in respect of Open Offer Shares taken up are expected to be posted to those Qualifying Shareholders who have validly elected to hold their Open Offer Shares in certificated form by 8 January 2016. In respect of those Qualifying Shareholders who have validly elected to hold their Open Offer Shares in uncertificated form, the Open Offer Shares are expected to be credited to their stock accounts maintained in CREST by 18 December 2015.

3 Procedure for application and payment

The action to be taken by Qualifying Shareholders in respect of the Open Offer depends on whether at the relevant time, a Qualifying Shareholder has an Application Form in respect of their entitlement under the Open Offer or has their Open Offer Entitlements credited to their CREST stock account.

Qualifying Shareholders who hold their Existing Ordinary Shares in certificated form will be allotted Open Offer Shares in certificated form. Qualifying Shareholders who hold part of their Existing Ordinary Shares in uncertificated form will be allotted Open Offer Shares in uncertificated form to the extent that their entitlement to Open Offer Shares arises as a result of holding Existing Ordinary Shares in uncertificated form. However, it will be possible for Qualifying Shareholders to deposit Open Offer Entitlements into, and withdraw them from, CREST. Further information on deposit and withdrawal from CREST is set out in section 3.2 of this Part XI.

CREST Sponsored Members should refer to their CREST Sponsor, as only their CREST Sponsor will be able to take the necessary action specified below to apply under the Open Offer in respect of the Open Offer Entitlements of such members held in CREST. CREST Members who wish to apply under the Open Offer in respect of their Open Offer Entitlements should refer to the CREST Manual for further information on the CREST procedures referred to below. If for any reason it becomes necessary to adjust the expected timetable as set out in this document, NCC Group will make an appropriate announcement to a Regulatory Information Service giving details of the revised dates.

Qualifying Shareholders who do not want to apply for the Open Offer Shares under the Open Offer should take no action and should not complete or return the Application Form.

3.1 If you have an Application Form in respect of your Open Offer Entitlements

3.1.1 General

Subject as provided in section 5 of this Part XI in relation to Overseas Shareholders, Qualifying Non-CREST Shareholders will have received an Application Form with this document. The Application Form shows the number of Existing Ordinary Shares registered in their name at the close of business on the Record Date. It also shows the Open Offer Entitlements for which they are entitled to apply under the Open Offer taking into account that they will not be entitled to take up an Open Offer Share in respect of any fraction of an Open Offer Share arising when their entitlement was calculated, such entitlement being rounded down to the nearest whole number of Open Offer Shares, as set out in Box 2. Box 3 shows how much they would need to pay if they wish to take up their Open Offer Entitlements in full. Qualifying Non-CREST Shareholders may apply for less than their maximum entitlement should they wish to do so. Qualifying Non-CREST Shareholders may also hold such an Application Form by virtue of a bona fide market claim.

Fractions of Open Offer Shares will not be allocated to Qualifying Shareholders in the Open Offer and fractions of Open Offer Shares will be rounded down to the nearest whole number. Fractional entitlements under the Open Offer will be disregarded.

The instructions and other terms set out in the Application Form are also part of the terms and conditions of the Open Offer.

3.1.2 Market claims

Applications to acquire Open Offer Shares may only be made on the Application Form and may only be made by the Qualifying Non-CREST Shareholder named in it or by a person entitled by virtue of a bona fide market claim in relation to a purchase of Existing Ordinary Shares through the market prior to the date upon which the Existing Ordinary Shares were marked ''ex'' entitlement to participate in the Open Offer by the London Stock Exchange, being 25 November 2015. Application Forms may be split up to 3.00 p.m. on 10 December 2015. The Application Form is not a negotiable document and cannot be separately traded. A Qualifying Non-CREST Shareholder who has sold or transferred all or part of its holding of Existing Ordinary Shares prior to 25 November 2015, being the date upon which the Existing Ordinary Shares were marked ''ex'' entitlement to participate in the Open Offer by the London Stock Exchange, should consult their broker or other professional adviser as soon as possible, as the invitation to acquire Open Offer Shares under the Open Offer may be a benefit which may be claimed by the transferee. Qualifying Non-CREST Shareholders who have sold all or part of their registered holdings should, if the market claim is to be settled outside CREST, complete Box 6 on the Application Form and immediately send it (together with this document) to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. The Application Form should not, however, be forwarded to or transmitted in or into the Restricted Jurisdictions.

If the market claim is to be settled outside CREST, the beneficiary of the claim should follow the procedures set out in the accompanying Application Form. If the market claim is to be settled in CREST, the beneficiary of the claim should follow the procedures set out in section 3.2 below.

3.1.3 Application procedures

A Qualifying Non-CREST Shareholder wishing to apply for all or some of their Open Offer Entitlements should complete and sign the Application Form in accordance with the instructions printed on it and send it, together with the appropriate remittance, by post or by hand (during normal business hours only) to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to arrive no later than 11.00 a.m. on 14 December 2015, after which time Application Forms will not be valid. A reply paid envelope accompanies this document for use by UK Qualifying Non-CREST Shareholders in connection with the Open Offer.

If any Application Form is sent by first class post within the United Kingdom, Qualifying Non-CREST Shareholders are recommended to allow at least four Business Days for delivery.

All documents and remittances sent by post by or to an applicant (or as the applicant may direct) will be sent at the applicant's own risk. If Open Offer Shares have already been allotted to a Qualifying Non-CREST Shareholder and such Qualifying Non-CREST Shareholder's cheque or bankers' draft is not honoured upon first presentation or such Qualifying Non-CREST Shareholder's application is subsequently otherwise deemed to be invalid, NCC Group shall be authorised (in its absolute discretion as to manner, timing and terms) to make arrangements for the sale of such Qualifying Non-CREST Shareholder's Open Offer Shares and for the proceeds of sale (which for these purposes shall be deemed to be payments in respect of successful applications) to be paid to and retained by NCC Group. None of Equiniti, Peel Hunt or NCC Group, nor any other person, shall be responsible for, or have any liability for, any loss, expense or damage suffered by such Qualifying Non-CREST Shareholder as a result.

3.1.4 Payments

All payments must be in sterling and cheques or bankers' drafts should be made payable to ''Equiniti Limited re: NCC Group plc Open Offer A/C'' and crossed ''A/C payee only''. Cheques or bankers' drafts must be drawn on an account where the applicant has sole or joint-title to the funds and on an account at a branch of a bank or building society in the United Kingdom, the Channel Islands or the Isle of Man which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques and bankers' drafts to be cleared through the facilities provided by any of those companies and must bear the appropriate sort code in the top right hand corner. Third party cheques may not be accepted with the exception of building society cheques or bankers' drafts where the building society or bank has inserted details of the full name of the building society or bank account holder and has added the building society or bank branch stamp. The account name should be the same as that shown on the application. Post-dated cheques will not be accepted. Please do not send cash.

Cheques or bankers' drafts will be presented for payment upon receipt. NCC Group reserves the right to instruct Equiniti to seek special clearance of cheques and bankers' drafts to allow NCC Group to obtain value for remittances at the earliest opportunity. It is a term of the Open Offer that cheques shall be honoured on first presentation, and NCC Group may elect in its absolute discretion to treat as invalid acceptances in respect of which cheques are not so honoured.

In the event that the Open Offer does not become unconditional by 8.00 a.m. on 18 December 2015 (or such later time and/or date as NCC Group and Peel Hunt may agree, being no later than 4.00 p.m. on 8 January 2016), the Open Offer will lapse and application monies will be returned by post to applicants, at the applicants' risk and without interest, to the address set out on the Application Form, within 14 days thereafter.

3.1.5 Incorrect or incomplete applications

NCC Group may, but shall not be obliged to, elect in its absolute discretion to accept Application Forms received after 11.00 a.m. on 14 December 2015. NCC Group may also (in its sole discretion) elect to treat an Application Form as valid and binding on the person(s) by whom or on whose behalf it is lodged, even if it is not completed in accordance with the relevant instructions or not accompanied by a valid power of attorney where required, or if it does not strictly comply with the terms and conditions of the Open Offer.

NCC Group may, but shall not be obliged to, treat an Application Form as valid if the number of Open Offer Shares for which application is made is inconsistent with the remittance that accompanies the Application Form. In such cases, NCC Group shall be entitled, in its absolute discretion, to deem application to have been made for: (i) where an insufficient sum is paid, the greatest whole number of Open Offer Shares as would be able to be applied for with that payment at the Issue Price; and (ii) where an excess sum is paid, the greatest number of Open Offer Shares inserted in Boxes 2 and 4 of the Application Form.

NCC Group also reserves the right (but shall not be obliged) to accept applications in respect of which remittances are received prior to 11.00 a.m. on 14 December 2015 from an authorised person (as defined in the FSMA) specifying the number of Open Offer Shares concerned, and undertaking to lodge the relevant Application Form in due course, but in any event, within two Business Days.

3.1.6 Effect of valid application

All documents and remittances sent by post by or to an applicant (or as the applicant may direct) will be sent at the applicant's own risk. By completing and delivering an Application Form, you (as the applicant(s)):

* represent and warrant to NCC Group and Peel Hunt that you have the right, power and authority, and have taken all action necessary, to make the application under the Open Offer and to execute, deliver and exercise your rights, and perform your obligations under any contracts resulting therefrom and that you are not a person otherwise prevented by legal or regulatory restrictions from applying for Open Offer Shares or acting on behalf of any such person on a non-discretionary basis;
* agree with NCC Group and Peel Hunt that all applications under the Open Offer, and any contractual or non-contractual obligations resulting therefrom, shall be governed by, and construed in accordance with, the laws of England and Wales;
* represent and warrant to NCC Group and Peel Hunt that you are the Qualifying Shareholder entitled to the Open Offer Entitlements or have received such Open Offer Entitlements by virtue of a bona fide market claim;
* represent and warrant to NCC Group and Peel Hunt that if you have received some or all of your Open Offer Entitlements from a person other than NCC Group, you are entitled to apply under the Open Offer in relation to such Open Offer Entitlements by virtue of a bona fide market claim;
* confirm to NCC Group and Peel Hunt that you understand and accept that no person has been authorised to give any information or to make any representation concerning NCC Group or the Open Offer Shares (other than as contained in this document) and, if given or made, any such other information or representation should not be relied upon as having been authorised by NCC Group or Peel Hunt;
* request that the Open Offer Shares to which you will become entitled be issued to you on the terms set out in this document and the Application Form, subject to the Articles;
* represent and warrant to NCC Group and Peel Hunt that you are not a person, nor are you applying on behalf of any person, who is a citizen or resident or which is a corporation, partnership or other entity created or organised in or under any laws of the United States or any other Restricted Jurisdiction and you are not applying with a view to reoffering, reselling, transferring or delivering any of the Open Offer Shares which are the subject of the application to, or for the benefit of, a person who is a citizen or resident or which is a corporation, partnership or other entity created or organised in or under any laws of the United States or any other Restricted Jurisdiction nor acting on behalf of any such person;
* represent and warrant that you are acquiring Open Offer Shares in an ''offshore transaction'' as defined in and pursuant to Regulation S under the US Securities Act or otherwise in a transaction exempt from, or not subject to, the registration requirements under the US Securities Act;
* represent and warrant to NCC Group and Peel Hunt that you are not, and nor are you applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67 (depository receipts), section 70 (clearance services), section 93 (depository receipts) or section 96 (clearance services) of the Finance Act 1986;
* confirm to NCC Group and Peel Hunt that in making such application you are not relying on any information or representation in relation to NCC Group other than that contained in this document and agree that no person responsible solely or jointly for this document or any part thereof, or involved in the preparation thereof, shall have any liability for any such other information or representation and further agree that, having had the opportunity to read this document, you will be deemed to have had notice of all the information concerning NCC Group in this document; and
* confirm to Peel Hunt that in making the application you are not relying and have not relied on Peel Hunt or any person affiliated with Peel Hunt in connection with any investigation of the accuracy of any information contained in this document or your investment decision.

If you do not wish to apply for any of the Open Offer Shares to which you are entitled under the Open Offer, you should not complete and return the Application Form.

If you are in doubt as to whether or not you should apply for any of the Open Offer Shares under the Open Offer, you should consult your independent financial adviser immediately. All enquiries in relation to the procedure for application for Qualifying Non-CREST Shareholders under the Open Offer should be made to Equiniti on 0371 384 2414 (overseas callers should use +44 (0) 12 1415 0847). Calls from outside the UK will be charged at the applicable international rate. Lines are open 8.30 a.m. to 5.30 p.m., Monday to Friday, excluding English and Welsh public holidays. Please note that calls may be recorded or randomly monitored for security and training purposes. Please note that, for legal reasons, Equiniti are only able to provide information contained in this document (other than information relating to NCC Group's register of members) and, as such, will be unable to give advice on the merits of the Open Offer or to provide financial advice. Equiniti staff can explain the options available to you, which forms you need to fill in and how to fill them in correctly.

3.2 If you have your stock account in CREST credited in respect of your Open Offer Entitlements

3.2.1 General

Subject as provided in section 5 of this Part XI in relation to certain Overseas Shareholders, each Qualifying CREST Shareholder will receive a credit to its stock account in CREST of its Open Offer Entitlements.

The CREST stock account to be credited will be an account under the Participant ID and Member Account ID that apply to the Existing Ordinary Shares held on the Record Date by the Qualifying CREST Shareholder in respect of which the Open Offer Entitlements have been allocated.

If for any reason the Open Offer Entitlements cannot be admitted to CREST by 3.00 p.m. on 25 November 2015 or the stock accounts of Qualifying CREST Shareholders cannot be credited by 3.00 p.m. on 25 November 2015 or such later time as NCC Group may decide, an Application Form will be sent out to each Qualifying CREST Shareholder in substitution for the Open Offer Entitlements which should have been credited to its stock account in CREST. In these circumstances, the expected timetable as set out in this document will be adjusted as appropriate with the amendments announced via a Regulatory Information Service and the provisions of this document applicable to Qualifying Non-CREST Shareholders with Application Forms will apply to Qualifying CREST Shareholders who receive Application Forms.

CREST Members who wish to apply to acquire some or all of their entitlements to Open Offer Shares should refer to the CREST Manual for further information on the CREST procedures referred to below. If you are a CREST Sponsored Member, you should consult your CREST Sponsor if you wish to apply for Open Offer Shares as only your CREST Sponsor will be able to take the necessary action to make this application in CREST.

3.2.2 Market claims

Although the Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of the Open Offer Entitlements may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim transaction. Transactions identified by the CREST Claims Processing Unit as ''cum'' the Open Offer Entitlements will generate an appropriate market claim transaction and the relevant Open Offer Entitlements will thereafter be transferred accordingly.

3.2.3 USE instructions

CREST Members who wish to apply for Open Offer Shares in respect of all or some of their Open Offer Entitlements in CREST must send (or, if they are CREST Sponsored Members, procure that their CREST Sponsor sends) an Unmatched Stock Event (''USE'') instruction to Euroclear which, on its settlement, will have the following effect:

* the crediting of a stock account of Equiniti under the Participant ID and Member Account ID specified below, with Open Offer Entitlements corresponding to the number of Open Offer Shares applied for; and
* the creation of a CREST payment, in accordance with the CREST payment arrangements, in favour of the payment bank of Equiniti in respect of the amount specified in the USE instruction which must be the full amount payable on application for the number of Open Offer Shares referred to in the bullet point above.

The USE instruction must be properly authenticated in accordance with Euroclear's specifications and must contain, in addition to the other information that is required for settlement in CREST, the following details:

* the number of Open Offer Shares for which application is being made (and hence the number of the Open Offer Entitlements being delivered to Equiniti);
* the ISIN of the Open Offer Entitlements. This is GB00BYNH2659;
* the Participant ID of the accepting CREST Member;
* the Member Account ID of the accepting CREST Member from which the Open Offer Entitlements are to be debited;
* the Participant ID of Equiniti, in its capacity as a CREST receiving agent. This is 2RA18;
* the Member Account ID of Equiniti, in its capacity as a CREST receiving agent. This is RA216601;
* the amount payable by means of a CREST payment on settlement of the USE instruction. This must be the full amount payable on application for the number of Open Offer Shares referred to in the first bullet point above;
* the intended settlement date. This must be on or before 11.00 a.m. on 14 December 2015; and
* the corporate action number for the Open Offer. This will be available by viewing the relevant corporate action details in CREST.

In order for an application under the Open Offer to be valid, the USE instruction must comply with the requirements as to authentication and contents set out above and must settle on or before 11.00 a.m. on 14 December 2015.

In order to assist prompt settlement of the USE instruction, CREST Members (or their CREST Sponsors, where applicable) should add the following non-mandatory fields to the USE instruction:

* a contact name and telephone number (in the free format shared note field); and
* a priority of at least 80.

CREST Members and, in the case of CREST Sponsored Members, their CREST Sponsors, should note that the last time at which a USE instruction may settle on 14 December 2015 in order for it to be valid is 11.00 a.m. on that day.

In the event that the Open Offer does not become unconditional by 8.00 a.m. on 18 December 2015 (or such later time and/or date as NCC Group and Peel Hunt may agree, being no later than 4.00 p.m. on 8 January 2016), the Open Offer will lapse, the Open Offer Entitlements admitted to CREST will be disabled and the Receiving Agent will refund the amount paid by a Qualifying CREST Shareholder by way of a CREST payment, without interest, as soon as practicable thereafter.

3.2.4 Deposit of Open Offer Entitlements into, and withdrawal from, CREST

A Qualifying Non-CREST Shareholder's entitlement under the Open Offer as shown by the number of Open Offer Entitlements set out in their Application Form may be deposited into CREST (either into the account of the Qualifying Shareholder named in the Application Form or into the name of a person entitled by virtue of a bona fide market claim). Similarly, Open Offer Entitlements held in CREST may be withdrawn from CREST so that the entitlement under the Open Offer is reflected in an Application Form. Normal CREST procedures (including timings) apply in relation to any such deposit or withdrawal, (in the case of a deposit into CREST) as set out in the Application Form.

A holder of an Application Form who is proposing so to deposit the entitlement set out in such form is recommended to ensure that the deposit procedures are implemented in sufficient time to enable the person holding or acquiring the Open Offer Entitlements following their deposit into CREST to take all necessary steps in connection with taking up the entitlement prior to 11.00 a.m. on 14 December 2015. After depositing their Open Offer Entitlements into their CREST account, CREST holders will shortly thereafter receive a credit for their Open Offer Entitlements which will be managed by Equiniti.

In particular, having regard to normal processing times in CREST and on the part of Equiniti, the recommended latest time for depositing an Application Form with the CREST Courier and Sorting Service, where the person entitled wishes to hold the entitlement under the Open Offer set out in such Application Form as Open Offer Entitlements in CREST, is 3.00 p.m. on 9 December 2015, and the recommended latest time for receipt by Euroclear of a dematerialised instruction requesting withdrawal of Open Offer Entitlements from CREST is 4.30 p.m. on 8 December 2015, in either case so as to enable the person acquiring or (as appropriate) holding the Open Offer Entitlements and/or following the deposit or withdrawal (whether as shown in an Application Form or held in CREST) to take all necessary steps in connection with applying in respect of the Open Offer Entitlements prior to 11.00 a.m. on 14 December 2015.

Delivery of an Application Form with the CREST deposit form duly completed whether in respect of a deposit into the account of the Qualifying Shareholder named in the Application Form or into the name of another person, shall constitute a representation and warranty to NCC Group and Equiniti by the relevant CREST Member(s) that it/they is/are not in breach of the provisions of the notes on page 3 of the Application Form, and a declaration to NCC Group and Equiniti from the relevant CREST Member(s) that it/they is/are not citizen(s) or resident(s) of any Restricted Jurisdiction and, where such deposit is made by a beneficiary of a market claim, a representation and warranty that the relevant CREST Member(s) is/are entitled to apply under the Open Offer by virtue of a bona fide market claim.

3.2.5 Validity of application

A USE instruction complying with the requirements as to authentication and contents set out above which settles by no later than 11.00 a.m. on 14 December 2015 will constitute a valid application under the Open Offer.

3.2.6 CREST procedures and timings

CREST Members and (where applicable) their CREST Sponsors should note that Euroclear does not make available special procedures, in CREST, for any particular corporate action. Normal system timings and limitations will therefore apply in relation to the input of a USE instruction and its settlement in connection with the Open Offer. It is the responsibility of the CREST Member concerned to take (or, if the CREST Member is a CREST Sponsored Member, to procure that their CREST Sponsor takes) such action as shall be necessary to ensure that a valid application is made as stated above by 11.00 a.m. on 14 December 2015. In this connection CREST Members and (where applicable) their CREST Sponsors are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

3.2.7 Incorrect or incomplete applications

If a USE instruction includes a CREST payment for an incorrect sum, NCC Group through Equiniti reserves the right:

* to reject the application in full and refund the payment to the CREST Member in question (without interest);
* in the case that an insufficient sum is paid, to treat the application as a valid application for such lesser whole number of Open Offer Shares as would be able to be applied for with that payment at the Issue Price, refunding any unutilised sum to the CREST Member in question (without interest); or
* in the case that an excess sum is paid, to treat the application as a valid application for all the Open Offer Shares referred to in the USE instruction refunding any unutilised sum to the CREST Member in question (without interest).

3.2.8 Effect of valid application

A CREST Member who makes or is treated as making a valid application in accordance with the above procedures thereby:

* represents and warrants to NCC Group and Peel Hunt that they have the right, power and authority, and have taken all action necessary, to make the applications under the Open Offer and to execute, deliver and exercise their rights, and perform their obligations under any contracts resulting therefrom and that they are not a person otherwise prevented by legal or regulatory restrictions from applying for Open Offer Shares or acting on behalf of any such person on a non-discretionary basis;
* agrees to pay the amount payable on application in accordance with the above procedures by means of a CREST payment in accordance with the CREST payment arrangements (it being acknowledged that the payment to Equiniti's payment bank in accordance with the CREST payment arrangements shall, to the extent of the payment, discharge in full the obligation of the CREST Member to pay to NCC Group the amount payable on application);
* requests that the Open Offer Shares to which they will become entitled be issued to them on the terms set out in this document and subject to the Articles;
* agrees with NCC Group and Peel Hunt that all applications under the Open Offer, and any contractual or non-contractual obligations resulting therefrom shall be governed by, and construed in accordance with, the laws of England and Wales;
* represents and warrants to NCC Group and Peel Hunt that they are not a person, nor are they applying on behalf of any person, who is a citizen or resident or which is a corporation, partnership or other entity created or organised in or under any laws of any Restricted Jurisdiction and they are not applying with a view to reoffering, reselling, transferring or delivering any of the Open Offer Shares which are the subject of this application to, or for the benefit of, a person who is a citizen or resident or which is a corporation, partnership or other entity created or organised in or under any laws of any Restricted Jurisdiction nor acting on behalf of any such person;
* represents and warrants to NCC Group and Peel Hunt that they are not and nor are they applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67 (depository receipts), section 70 (clearance services), section 93 (depository receipts) or section 96 (clearance services) of the Finance Act 1986;
* confirms to NCC Group and Peel Hunt that in making such application they are not relying on any information or representation in relation to NCC Group other than that contained in this document and agrees that no person responsible solely or jointly for this document or any part thereof, or involved in the preparation thereof, shall have any liability for any such other information or representation and further agrees that, having had the opportunity to read this document, they will be deemed to have had notice of all the information concerning NCC Group contained in this document;
* represents and warrants to NCC Group and Peel Hunt that they are the Qualifying Shareholder originally entitled to the Open Offer Entitlements or that they have received such Open Offer Entitlements by virtue of a bona fide market claim;
* represents and warrants to NCC Group and Peel Hunt that if they have received some or all of their Open Offer Entitlements from a person other than NCC Group, they are entitled to apply under the Open Offer in relation to such Open Offer Entitlements by virtue of a bona fide market claim;
* confirms to NCC Group and Peel Hunt that they understand and agree that no person has been authorised to give any information or to make any representation concerning NCC Group or the Open Offer Shares (other than as contained in this document) and, if given or made, any such other information or representation should not be relied upon as having been authorised by NCC Group or Peel Hunt; and
* confirms to Peel Hunt that in making this application they are not relying and have not relied on Peel Hunt or any person affiliated with Peel Hunt in connection with any investigation on the accuracy of any information contained in this document or their investment decision.

3.2.9 NCC Group's discretion as to rejection and validity of applications

NCC Group may in its sole discretion, but shall not be obliged to:

* treat as valid (and binding on the CREST Member concerned) an application which does not comply in all respects with the requirements as to validity set out or referred to in this Part XI;
* accept an alternative properly authenticated dematerialised instruction from a CREST Member or (where applicable) a CREST Sponsor as constituting a valid application in substitution for or in addition to a USE instruction and subject to such further terms and conditions as NCC Group may determine;
* treat a properly authenticated dematerialised instruction (in this sub-paragraph the ''first instruction'') as not constituting a valid application if, at the time at which Equiniti receives a properly authenticated dematerialised instruction giving details of the first instruction or thereafter, either NCC Group or Equiniti have received actual notice from Euroclear of any of the matters specified in Regulation 35(5)(a) of the CREST Regulations in relation to the first instruction. These matters include notice that any information contained in the first instruction was incorrect or notice of lack of authority to send the first instruction; and
* accept an alternative instruction or notification from a CREST Member or CREST Sponsored Member or (where applicable) a CREST Sponsor, or extend the time for settlement of a USE instruction or any alternative instruction or notification, in the event that, for reasons or due to circumstances outside the control of any CREST Member or CREST Sponsored Member or (where applicable) CREST Sponsor, the CREST Member or CREST Sponsored Member is unable validly to apply for Open Offer Shares by means of the above procedures. In normal circumstances, this discretion is only likely to be exercised in the event of any interruption, failure or breakdown of CREST (or any part of CREST) or on the part of the facilities and/or systems operated by Equiniti in connection with CREST.

3.3 Withdrawal rights

Qualifying Shareholders wishing to exercise statutory withdrawal rights after publication by NCC Group of a prospectus supplementing this document must do so by lodging a written notice of withdrawal within two Business Days commencing on the Business Day after the date on which the supplementary prospectus is published, which must include the full name and address of the person wishing to exercise statutory withdrawal rights and, if such person is a CREST Member, the Participant ID and the Member Account ID of such CREST Member. The notice must be sent to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by mail or by hand (during normal business hours only) so as to be received before the end of the withdrawal period. Notice of withdrawal given by any other means or which is deposited with or received by Equiniti after expiry of such period will not constitute a valid withdrawal provided that NCC Group will not permit the exercise of withdrawal rights after payment by the relevant person for the Open Offer Shares applied for in full and the allotment of such Open Offer Shares to such persons becomes unconditional save to the extent required by statute. In such event Shareholders are advised to seek independent legal advice.

4 Money Laundering Regulations

4.1 Holders of Application Forms

It is a term of the Open Offer that to ensure compliance with the Money Laundering Regulations 2007, Equiniti may, at its absolute discretion, verify the identity of the person by whom or on whose behalf an Application Form is lodged with payment including, without limitation, any applicant who (i) tenders payment by way of cheque or bankers' draft drawn on an account in the name of a person or persons other than the applicant, or (ii) appears to Equiniti to be acting on behalf of some other person (which requirements are referred to below as the ''verification of identity requirements'').

If the Application Form is submitted by a UK regulated broker or intermediary acting as agent and which is itself subject to the Money Laundering Regulations 2007, any verification of identity requirements are the responsibility of such broker or intermediary and not of the Receiving Agent. In such case, the lodging agent's stamp should be inserted on the Application Form.

The applicant(s) who, by lodging an Application Form with payment, and in accordance with the other terms as described above, accept(s) the Open Offer in respect of the Open Offer Shares (the ''relevant shares'') comprised in such Application Form shall thereby be deemed to agree to provide Equiniti and/or NCC Group with such information and other evidence as they or either of them may require to satisfy the verification of identity requirements.

If Equiniti, having (where time allows) consulted with NCC Group and having taken into account its comments and requests, by 11.00 a.m. on 14 December 2015 determines that the verification of identity requirements apply to any applicant or application, and the verification of identity requirements have not been satisfied (which Equiniti shall in its absolute discretion determine), NCC Group may, in its absolute discretion, and without prejudice to any other rights of NCC Group, treat the application as invalid or may confirm the allotment of the relevant shares to the applicant but (notwithstanding any other term of the Open Offer) the relevant shares will not be issued to the applicant unless and until the verification of identity requirements have been satisfied in respect of that application (which Equiniti shall in its absolute discretion determine).

If the application is not treated as invalid and the verification of identity requirements are not satisfied within such period, being not less than seven days after a request for evidence of identity is dispatched to the applicant, NCC Group will be entitled to make arrangements (in its absolute discretion as to manner, timing and terms) to sell the relevant shares (and for that purpose NCC Group will be expressly authorised to act as agent of the applicant). Any proceeds of sale (net of expenses) of the relevant shares which shall be issued to and registered in the name of the purchaser(s) or an amount equivalent to the original payment, whichever is the lower, will be held by NCC Group on trust for the applicant, subject to the requirements of the Money Laundering Regulations 2007. Equiniti is entitled, in its absolute discretion, to determine whether the verification of identity requirements applies to any applicant or application and whether such requirements have been satisfied. Neither NCC Group nor Equiniti will be liable to any person for any loss or damage suffered or incurred (or alleged), directly or indirectly, as a result of the exercise of any such discretion or as a result of any sale of relevant shares.

Submission of an Application Form with the appropriate remittance will constitute a warranty to each of NCC Group, Equiniti and Peel Hunt from the applicant that the Money Laundering Regulations 2007 will not be breached by application of such remittance. If the verification of identity requirements apply, failure to provide the necessary evidence of identity within a reasonable time may result in the application being treated as invalid or in delays in the dispatch of share certificates or in crediting CREST stock accounts.

The verification of identity requirements will not usually apply:

* if the applicant is an organisation required to comply with the Money Laundering Directive (2005/60/EC of the European Parliament and of the EC Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing); or
* if the acceptor is a regulated United Kingdom broker or intermediary acting as agent and is itself subject to the Money Laundering Regulations 2007; or
* if the applicant (not being an applicant who delivers their application in person) makes payment by way of a cheque drawn on an account in the name of such applicant; or
* if the aggregate subscription price for the relevant shares is less than A15,000 (approximately £11,000).

In other cases the verification of identity requirements may apply. The following guidance is provided in order to assist in satisfying the verification of identity requirements and to reduce the likelihood of difficulties or delays and potential rejection of an application (but does not limit the right of Equiniti to require verification of identity as stated above). Satisfaction of the verification of identity requirements may be facilitated in the following ways:

* if payment is made by building society cheque (not being a cheque drawn on an account of the applicant) or bankers' draft, by the building society or bank inserting details of the full name of the building society or bank account holder and adding the building society or bank branch stamp and an authorised signature; or
* if the Application Form is lodged with payment by an agent which is an organisation of the kind referred to in the bullet point above or which is subject to anti-money laundering regulation in a country which is a member of the Financial Action Task Force (the non-European Union members of which are Argentina, Australia, Brazil, Canada, China, Gibraltar, Hong Kong, Iceland, India, Japan, Mexico, New Zealand, Norway, Republic of Korea, Russian Federation, Singapore, South Africa, Switzerland, Turkey, UK Crown Dependencies and the US

and, by virtue of their membership of the Gulf Co-operation Council, Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the United Arab Emirates), the agent should provide written confirmation that it has that status with the Application Form and written assurance that it has obtained and recorded evidence of the identity of the persons for whom it acts and that it will on demand make such evidence available to Equiniti or the relevant authority. In order to confirm the acceptability of any written assurance referred to above or any other case, the applicant should contact Equiniti on 0371 384 2414 or if calling from outside the UK on +44 (0) 121 415 0847. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 8.30 a.m. to 5.30 p.m., Monday to Friday excluding English and Welsh public holidays. Please note that calls may be recorded or randomly monitored for security and training purposes. Please note that Equiniti cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes; or

* if an Application Form is/are in respect of relevant shares with an aggregate subscription price of A15,000 (or its equivalent, being approximately £11,000) or more and is/are lodged by hand by the applicant in person, they should ensure that they have with them evidence of identity bearing their photograph (for example, their passport) and separate evidence of their address.

If, within a reasonable period of time following a request for verification of identity, and in any case by no later than 11.00 a.m. on 14 December 2015, Equiniti has not received evidence satisfactory to it as aforesaid, Equiniti may, as agent of NCC Group, reject the relevant application, in which event the monies submitted in respect of that application will be returned without interest to the account at the drawee bank from which such monies were originally debited (without prejudice to the rights of NCC Group to undertake proceedings to recover monies in respect of the loss suffered by it as a result of the failure to produce satisfactory evidence as aforesaid).

4.2 Open Offer Entitlements in CREST

If you hold your Open Offer Entitlements in CREST and apply for Open Offer Shares in respect of all or some of your Open Offer Entitlements as agent for one or more persons and you are not a UK or EU regulated person or institution (e.g. a UK financial institution), then irrespective of the value of the application, Equiniti is obliged to take reasonable measures to establish the identity of the person or persons on whose behalf you are making the application. You must therefore contact Equiniti before sending any USE instruction or other instruction so that appropriate measures may be taken.

Submission of a USE instruction which on its settlement constitutes a valid application as described above constitutes a warranty and undertaking by the applicant to provide promptly to Equiniti such information as may be specified by Equiniti as being required for the purposes of the Money Laundering Regulations 2007. Pending the provision of evidence satisfactory to Equiniti as to identity, Equiniti may in its absolute discretion take, or omit to take, such action as it may determine to prevent or delay issue of the Open Offer Shares concerned. If satisfactory evidence of identity has not been provided within a reasonable time, then the application for the Open Offer Shares represented by the USE instruction will not be valid. This is without prejudice to the right of NCC Group to take proceedings to recover any loss suffered by it as a result of failure to provide satisfactory evidence.

5 Overseas Shareholders

This document has been approved by the FCA, being the competent authority in the United Kingdom. The making of the Open Offer to persons resident in, or who are citizens of, or who have a registered address in, countries other than the United Kingdom may be affected by the law or regulatory requirements of the relevant jurisdiction. This section 5 is intended as a general guide only and any Overseas Shareholders who are in any doubt as to their position should consult their professional advisers without delay.

5.1 General

The distribution of this document and any Application Form and the making of the Open Offer to persons who have registered addresses in, or who are resident or ordinarily resident in, or citizens of, or which are corporations, partnerships or other entities created or organised under the laws of countries other than the United Kingdom or to persons who are nominees of or custodians, trustees or guardians for citizens, residents in or nationals of, countries other than the United Kingdom may be affected by the laws or regulatory requirements of the relevant jurisdictions. Those persons should consult their professional advisers as to whether they require any governmental or other consents or need to observe any applicable legal requirement or other formalities to enable them to apply for Open Offer Shares under the Open Offer.

No action has been or will be taken by NCC Group or Peel Hunt, or any other person, to permit a public offering or distribution of this document (or any other offering or publicity materials or Application Form(s)) in any jurisdiction where action for that purpose may be required, other than in the United Kingdom.

Receipt of this document and/or an Application Form and/or a credit of Open Offer Entitlements to a stock account in CREST will not constitute an invitation or offer of securities for subscription, sale or purchase in any Restricted Jurisdiction and, in those circumstances, this document and/or the Application Form must be treated as sent for information only and should not be copied or redistributed. Application Forms will not be sent to, and credits of Open Offer Entitlements will not be made to stock accounts in CREST of, persons with registered addresses in any Restricted Jurisdiction or their agent or intermediary, except where NCC Group is satisfied that such action would not result in the contravention of any registration or other legal requirement in any jurisdiction.

No person receiving a copy of this document and/or an Application Form and/or a credit of Open Offer Entitlements to a stock account in CREST in any Restricted Jurisdiction may treat the same as constituting an invitation or offer to them, nor should they in any event use any such Application Form and/or credit of Open Offer Entitlements to a stock account in CREST. In circumstances where an Overseas Shareholder in a Restricted Jurisdiction receives this document and/or an Application Form, this document and/or the Application Form must be treated as sent for information only and should not be copied or redistributed.

It is the responsibility of any person (including, without limitation, custodians, agents, nominees and trustees) outside the United Kingdom wishing to apply for Open Offer Shares under the Open Offer to satisfy themselves as to the full observance of the laws of any relevant territory in connection therewith, including obtaining any governmental or other consents that may be required, observing any other formalities required to be observed in such territory and paying any issue, transfer or other taxes due in such territory.

None of NCC Group or Peel Hunt or any of their respective representatives, is making any representation to any offeree or purchaser of the Open Offer Shares regarding the legality of an investment in the Open Offer Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser.

Persons (including, without limitation, custodians, agents, nominees and trustees) receiving a copy of this document and/or an Application Form and/or a credit of Open Offer Entitlements to a stock account in CREST, in connection with the Open Offer or otherwise, should not distribute or send either of those documents nor transfer Open Offer Entitlements in, into or from any jurisdiction where to do so would or might contravene local securities laws or regulations. If a copy of this document and/or an Application Form and/or a credit of Open Offer Entitlements to a stock account in CREST is received by any person in any such territory, or by their custodian, agent, nominee or trustee, they must not seek to apply for Open Offer Shares in respect of the Open Offer unless NCC Group and Peel Hunt determine that such action would not violate applicable legal or regulatory requirements. Any person (including, without limitation, custodians, agents, nominees and trustees) who does forward a copy of this document and/or an Application Form and/or transfers Open Offer Entitlements into any such territory, whether pursuant to a contractual or legal obligation or otherwise, should draw the attention of the recipient to the contents of this Part XI and specifically the contents of this section.

NCC Group reserves the right to treat as invalid any application or purported application for Open Offer Shares that appears to NCC Group or its agents to have been executed in, effected or dispatched from any Restricted Jurisdiction or that provides an address in a Restricted Jurisdiction for the receipt of the Open Offer Shares or in a manner that may involve a breach of the laws or regulations of any jurisdiction or if NCC Group or its agents believe that the same may violate applicable legal or regulatory requirements or if it provides an address for delivery of the share certificates of Open Offer Shares or in the case of a credit of Open Offer Entitlements to a stock account in CREST, to a CREST Member whose registered address would be, in any Restricted Jurisdiction or any other jurisdiction outside the United Kingdom in which it would be unlawful to deliver such share certificates or make such a credit.

The attention of Overseas Shareholders is drawn to sections 5.2 to 5.4 below. Notwithstanding any other provision of this document or the Application Form, NCC Group reserves the right to permit any person to apply for Open Offer Shares in respect of the Open Offer if NCC Group, in its sole and absolute discretion, is satisfied that the transaction in question is exempt from, or not subject to, the legislation or regulations giving rise to the restrictions in question.

Qualifying Shareholders in any Restricted Jurisdiction or who have registered addresses in, or who are resident or ordinarily resident in, or citizens of, any Restricted Jurisdiction will not qualify to participate in the Open Offer and will not be sent an Application Form nor will their stock accounts in CREST be credited with Open Offer Entitlements.

The Open Offer Shares have not been and will not be registered under the relevant laws of any Restricted Jurisdiction or any state, province or territory thereof and may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, in any Restricted Jurisdiction or to, or for the account or benefit of, any person with a registered address in, or who is resident or ordinarily resident in, or a citizen of, any other Restricted Jurisdiction.

No public offer of Open Offer Shares is being made by virtue of this document or the Application Form into any Restricted Jurisdiction. Receipt of this document and/or an Application Form and/or a credit of Open Offer Entitlements to a stock account in CREST will not constitute an invitation or offer of securities for subscription, sale or purchase in any Restricted Jurisdiction and, in those circumstances, this document and/or the Application Form must be treated as sent for information only and should not be copied or redistributed.

5.2 United States

Subject to certain limited exceptions at the discretion of NCC Group, Shareholders with addresses in the United States are non-Qualifying Shareholders and may not participate in the Open Offer.

5.3 Other Restricted Jurisdictions

Shareholders who have registered addresses in, or who are resident or ordinarily resident in, or citizens of, any Restricted Jurisdictions will not qualify to participate in the Open Offer and will not be sent this document or an Application Form nor will their stock accounts in CREST be credited with Open Offer Entitlements.

The Open Offer Shares have not been and will not be registered under the relevant laws of any Restricted Jurisdiction or any state, province or territory thereof and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into or from any Restricted Jurisdiction or to, or for the account or benefit of, any person with a registered address in, or who is resident or ordinarily resident in, or a citizen of, any Restricted Jurisdiction except pursuant to an applicable exemption. No offer of Open Offer Shares is being made by virtue of this document or the Application Form into any Restricted Jurisdiction.

5.4 Waiver

The provisions of this section 5 and of any other terms of the Open Offer relating to Overseas Shareholders may be waived, varied or modified as regards specific Shareholders or on a general basis by NCC Group and Peel Hunt in their absolute discretion.

Subject to this, the provisions of this section 5 supersede any terms of the Open Offer inconsistent herewith. References in this section 5 to Shareholders shall include references to the person or persons executing an Application Form and, in the event of more than one person executing an Application Form, the provisions of this section 5 shall apply to them jointly and to each of them.

6 Taxation

Information regarding United Kingdom taxation in connection with the Open Offer is set out in section 1 of Part XVII of this document. If you are in any doubt about your tax position or are subject to a tax in a jurisdiction other than the United Kingdom, you should consult your professional adviser without delay.

7 Listing, settlement, dealings and publication

Application will be made to the UK Listing Authority for the Open Offer Shares to be admitted to the premium listing segment of the Official List and will be made to the London Stock Exchange for the Open Offer Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Placing and Open Offer Admission will become effective, and that dealings for normal settlement in the Open Offer Shares will commence, on the London Stock Exchange at or shortly after 8.00 a.m. (London time) on 18 December 2015.

The Open Offer Shares can be held in either certificated or uncertificated form through CREST. In the case of Shareholders wishing to hold the Open Offer Shares in certificated form, definitive certificates in respect of the Open Offer Shares will be issued free of stamp duty and are expected to be dispatched by 8 January 2016. No temporary documents of title will be issued and, pending such dispatch, transfers will be certified against the share register.

Open Offer Entitlements held in CREST are expected to be disabled in all respects after 11.00 a.m. on 14 December 2015 (the latest date for applications under the Open Offer). If the conditions to the Open Offer described above are satisfied, Open Offer Shares will be issued in uncertificated form to those persons who submitted a valid application for Open Offer Shares by utilising the CREST application procedures and whose applications have been accepted by NCC Group on the day on which such conditions are satisfied (expected to be 18 December 2015). On this day, Equiniti will instruct Euroclear to credit the appropriate stock accounts of such persons with such persons' entitlement to Open Offer Shares with effect from Placing and Open Offer Admission. The stock accounts to be credited will be accounts under the same Participant IDs and Member Account IDs in respect of which the USE instruction was given.

Notwithstanding any other provision of this document, NCC Group reserves the right to send Qualifying CREST Shareholders an Application Form instead of crediting the relevant stock account with Open Offer Entitlements and to allot and/or issue any Open Offer Shares in certificated form. In normal circumstances, this right is only likely to be exercised in the event of any interruption, failure or breakdown of CREST (or of any part of CREST) or on the part of the facilities and/or systems operated by Equiniti in connection with CREST. This right may also be exercised if the correct details (such as Participant ID and Member Account ID details) are not provided as requested in the Application Form.

For Qualifying Non-CREST Shareholders who have applied by using an Application Form, share certificates in respect of the Open Offer Shares validly applied for are expected to be dispatched by post by 8 January 2016. No temporary documents of title will be issued and, pending the issue of definitive certificates, transfers will be certified against the register. All documents or remittances sent by or to applicants, or as they may direct, will be sent through the post at their own risk. For more information as to the procedure for application, Qualifying Non-CREST Shareholders are referred to the Application Form.

The completion and results of the Open Offer will be announced and made public through an announcement on a Regulatory Information Service as soon as possible.

8 Times and dates

NCC Group shall, in agreement with Peel Hunt and after consultation with its legal advisers, be entitled to amend the dates on which Application Forms are dispatched or amend or extend the latest date for acceptance under the Open Offer and all related dates set out in this document and in such circumstances shall notify the FCA, and make an announcement on a Regulatory Information Service approved by the FCA and, if appropriate, by Shareholders, but Qualifying Shareholders may not receive any further written communication.

If a supplementary prospectus is issued by NCC Group two or fewer Business Days prior to the latest time and date for acceptance and payment in full under the Open Offer specified in this document, the latest date for acceptance under the Open Offer shall be extended to the date that is three Business Days after the date of issue of the supplementary prospectus (and the dates and times of principal events due to take place following such date shall be extended accordingly).

9 Further information

Your attention is drawn to the further information set out in this document and also, in the case of Qualifying Non-CREST Shareholders and other Qualifying Shareholders to whom NCC Group has sent Application Forms, to the terms, conditions and other information printed on the accompanying Application Form.

10 Governing law and jurisdiction

The terms and conditions of the Open Offer as set out in this document, the Application Form and any contractual or non-contractual obligations related thereto shall be governed by, and construed in accordance with, the laws of England and Wales.

The courts of England and Wales are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Open Offer, this document or the Application Form including, without limitation, disputes relating to any contractual or non-contractual obligations arising out of or in connection with the Open Offer, this document or the Application Form. By taking up Open Offer Shares in accordance with the instructions set out in this document and, where applicable, the Application Form, Qualifying Shareholders irrevocably submit to the jurisdiction of the courts of England and Wales and waive any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.

PART XII

TERMS AND CONDITIONS OF THE FIRM PLACING AND PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE FIRM PLACING OR THE PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED PLACEES AS DEFINED IN SECTION 86(7) OF THE FSMA, AS AMENDED (''QUALIFIED PLACEES''), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE INCLUDING ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE; (B) IN THE UNITED KINGDOM, QUALIFIED PLACEES WHO ARE PERSONS WHO: (I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE ''ORDER''); (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS ''RELEVANT PERSONS''). THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

Furthermore, the Firm Placed Shares and the Placed Shares may not be offered or sold in the United States absent (A) registration under the US Securities Act or (B) an available exemption from registration under the US Securities Act. The Firm Placed Shares and the Placed Shares have not been, and will not be, registered under the US Securities Act and will be offered only (A) to investors located outside of the United States in ''offshore transactions'' as defined in and in accordance with Regulation S, or (B) within the United States to a limited number of QIBs in transactions exempt from, or not subject to, the registration requirements under the US Securities Act.

1 Introduction

These terms and conditions apply to persons subscribing for Firm Placed Shares under the Firm Placing and Placed Shares under the Placing. Each person to whom these terms and conditions apply, as described above, who makes an offer to Peel Hunt, as agent for NCC Group, (whether orally or in writing) to acquire Firm Placed Shares under the Firm Placing and/or Placed Shares under the Placing agrees that these terms and conditions are the terms and conditions upon which the Firm Placed Shares will be issued under the Firm Placing and upon which the Placed Shares will be issued under the Placing. A Firm Placee and/or Placee shall, without limitation, become so bound if Peel Hunt accepts such offer by confirming to such Firm Placee and/or Placee: (i) the Issue Price; and (ii) the number of Firm Placed Shares and/or Placed Shares to be allotted to them.

Upon being notified of the Issue Price and the number of Firm Placed Shares and/or Placed Shares to be allotted to them, a Firm Placee and/or Placee shall be contractually committed to acquire from NCC Group the number of Firm Placed Shares and/or Placed Shares to be alloted to them at the Issue Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment. Dealing may not begin before any notification is made.

The commitments of the Placee to subscribe for the number of Placed Shares allotted to them is subject to the right of NCC Group to recall any or all of such Placed Shares in order to satisfy valid applications by Qualifying Shareholders under the Open Offer. The number of Placed Shares to be clawed back from Placees will be calculated pro rata to each Placees' commitment to subscribe for Placed Shares.

NCC Group has undertaken that the Firm Placed Shares and the Placed Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, and will have the same rights and restrictions as each Existing Ordinary Share, including in respect of any dividends or distributions paid in respect of the NCC Group Ordinary Shares following Admission.

2 Agreement to acquire Firm Placed Shares and/or Placed Shares

Firm Placed Shares

Conditional on, inter alia:

* the Acquisition Agreement having been executed and there being no ability for the Sellers to terminate the Acquisition Agreement;
* Firm Placing Admission becoming effective by not later than 8.00 a.m. on 24 November 2015,

the relevant Firm Placee agreed to become a member of NCC Group and agreed to acquire Firm Placed Shares at the Issue Price. The number of Firm Placed Shares to be acquired by such Firm Placee under the Firm Placing shall be in accordance with the arrangements described above.

Placed Shares

Conditional on, inter alia:

* the Underwriting Agreement becoming unconditional in all respects;
* the passing of the Resolutions at the General Meeting without any amendment not previously approved in writing by Peel Hunt;
* the Acquisition Agreement and the New Facilities Agreement each having become unconditional in all respects and not being terminated or rescinded prior to Placing and Open Offer Admission, nor subject to any material amendment not previously approved in writing by Peel Hunt;
* there having been no breach by NCC Group of its obligations under the Underwriting Agreement which has a Material Adverse Effect;
* there not having occurred or arisen prior to Placing and Open Offer Admission any significant new factor, material mistake or inaccuracy as is referred to in section 87G of the FSMA which requires a supplementary prospectus to be published by NCC Group and which has a Material Adverse Effect; and
* Placing and Open Offer Admission becoming effective by not later than 8.00 a.m. on 18 December 2015 (or such later time and/or date as NCC Group and Peel Hunt may agree, being no later than 4.00 p.m. on 8 January 2016),

the relevant Placee agrees to become a member of NCC Group and agrees to acquire Placed Shares at the Issue Price. The number of Placed Shares to be acquired by such Placee under the Placing shall be in accordance with the arrangements described above.

3 Payment for Firm Placed Shares and/or Placed Shares

Each Firm Placee and/or Placee undertakes to pay the Issue Price for the Firm Placed Shares and/or Placed Shares acquired by such Firm Placee and/or Placee in such manner as shall be directed by Peel Hunt. In the event of any failure by a Firm Placee and/or Placee to pay as so directed by Peel Hunt, the relevant Firm Placee and/or Placee shall be deemed hereby to have appointed Peel Hunt or any nominee of Peel Hunt to sell (in one or more transactions) any or all of the Firm Placed Shares and/or Placed Shares in respect of which payment shall not have been made as so directed and to have agreed to indemnify on demand Peel Hunt in respect of any liability for stamp duty and/or stamp duty reserve tax arising in respect of any such sale or sales.

4 Representations and warranties

By receiving this Prospectus (which term, for the purposes of this paragraph 4, shall extend to any placing proof provided to a Firm Placee and/or Placee by Peel Hunt), each Firm Placee and/or Placee and, to the extent applicable, any person confirming his agreement to acquire Firm Placed Shares and/or Placed Shares on behalf of a Firm Placee and/or Placee or authorising Peel Hunt to notify a Firm Placee and/or Placee's name to the Registrar, is deemed to acknowledge, agree, undertake, represent and warrant to Peel Hunt and NCC Group that:

* the Firm Placee and/or Placee has read this Prospectus in its entirety and acknowledges that its participation in the Firm Placing and/or Placing shall be made solely on the terms and subject to the conditions set out in these terms and conditions and the Articles. Such Firm Placee and/ or Placee agrees that these terms and conditions and the contract note issued by Peel Hunt to such Firm Placee and/or Placee represent the whole and only agreement between the Firm Placee and/or Placee, Peel Hunt (as agent of NCC Group) and NCC Group in relation to the Firm Placee's and/or Placee's participation in the Firm Placing and/or Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, all other terms, conditions, representations, warranties and other statements which would otherwise be implied (by law or otherwise) shall not form part of these terms and conditions. The Firm Placee and/or Placee agrees that none of NCC Group, Peel Hunt nor any of their respective officers or directors will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;

* neither Peel Hunt nor any of its Associates nor any person acting on their behalf is responsible for or shall have any liability for any information, representation or statement contained in this Prospectus or any supplementary prospectus (as the case may be) or any information previously published by or on behalf of NCC Group or any member of the Group and will not be liable for any decision by a Firm Placee and/or Placee to participate in the Firm Placing and/or Placing based on any information, representation or statement contained in this Prospectus or otherwise;
* the Firm Placee and/or Placee acknowledges that the Firm Placed Shares and/or Placed Shares will be admitted to the Official List, and NCC Group is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA (collectively, the ''Exchange Information''), which includes a description of the nature of NCC Group's business and NCC Group's most recent balance sheet and profit and loss account and that the Firm Placee and/or Placee is able to obtain or access such Exchange Information without undue difficulty and is able to obtain access to such information or comparable information concerning any other publicly traded company without undue difficulty;
* the Firm Placee and/or Placee has not relied on Peel Hunt nor any of its Associates in connection with any investigation of the accuracy of any information contained in this Prospectus or their decision to subscribe;
* in agreeing to acquire Firm Placed Shares under the Firm Placing and/or Placed Shares under the Placing, the Firm Placee and/or Placee is relying on this Prospectus or any supplementary prospectus (as the case may be) and not on any draft thereof or other information or representation concerning the Group, the Firm Placing, the Placing, the Firm Placed Shares or the Placed Shares. Such Firm Placee and/or Placee agrees that neither NCC Group nor Peel Hunt nor their respective officers, directors or employees will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;
* Peel Hunt are not making any recommendations to Firm Placees and/or Placees or advising any of them regarding the suitability or merits of any transaction they may enter into in connection with the Firm Placing and/or Placing, and each Firm Placee and/or Placee acknowledges that participation in the Firm Placing and/or Placing is on the basis that it is not and will not be a client of Peel Hunt and that Peel Hunt are acting for NCC Group and no one else, and they will not be responsible to anyone else for the protections afforded to their respective clients, and that Peel Hunt will not be responsible for anyone other than NCC Group for providing advice in relation to the Firm Placee and/or Placing, the contents of this Prospectus or any transaction, arrangements or other matters referred to herein. Peel Hunt will not be responsible for anyone other than the relevant party to the Underwriting Agreement in respect of any representations, warranties, undertakings or indemnities contained in the Underwriting Agreement or for the exercise or performance of Peel Hunt's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;
* save in the event of fraud on its part (and to the extent permitted by the rules of the FCA), neither Peel Hunt nor any of their directors or employees shall be liable to a Firm Placee and/ or Placee for any matter arising out of the role of Peel Hunt as NCC Group's sponsor, broker or otherwise, and that where any such liability nevertheless arises as a matter of law each Firm Placee and/or Placee will immediately waive any claim against Peel Hunt and any of their respective directors and employees which a Firm Placee and/or Placee may have in respect thereof;
* if the laws of any place outside the United Kingdom are applicable to the Firm Placee and/or Placee's agreement to acquire Firm Placed Shares under the Firm Placing and/or Placed Shares under the Placing, such Firm Placee and/or Placee has complied with all applicable laws and

such Firm Placee and/or Placee will not infringe any applicable law as a result of such Firm Placee and/or Placee's agreement to acquire Firm Placed Shares under the Firm Placing and/or Placed Shares under the Placing and/or acceptance thereof or any actions arising from such Firm Placee and/or Placee's rights and obligations under the Firm Placee and/or Placee's agreement to acquire Firm Placed Shares and/or Placed Shares under the Firm Placing and/or Placing and/or acceptance thereof or under the Articles;

* all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of necessary consents) in order: (i) to enable the Firm Placee and/or Placee to exercise its rights and perform and comply with its obligations to acquire the Firm Placed Shares under the Firm Placing and/or Placed Shares under the Placing; and (ii) to ensure that those obligations are legally binding and enforceable, have been taken, fulfilled and done. The Firm Placee's and/or Placee's exercise of its rights and/or performance under, or compliance with its obligations under the Firm Placing and/or Placing, does not and will not violate: (a) its constitutive documents; or (b) any agreement to which the Firm Placee and/or Placee is a party or which is binding on the Firm Placee and/or Placee or its assets;
* the Firm Placee and/or Placee agrees to accept the Firm Placed Shares and/or Placed Shares subject to, and to comply with, the Articles;
* if the Firm Placee and/or Placee is a resident in the European Economic Area, it is a qualified investor within the meaning of the law in the Relevant Member State implementing Article 2(1)(e)(i), (ii) or (iii) of the Prospectus Directive (Directive 2003/71/EC);
* it understands that no action has been or will be taken in any jurisdiction by NCC Group, Peel Hunt or any other person that would permit a Firm Placing of the Firm Placed Shares and/or Placing of the Placed Shares, or possession or distribution of this Prospectus, in any country or jurisdiction where action for that purpose is required; and that, if the Firm Placee and/or Placee is in a Relevant Member State, it is: (i) a legal entity which is authorised or regulated to operate in the financial markets or, if not so authorised or regulated, its corporate purpose is solely to invest in securities; (ii) a legal entity which has two or more of: (a) an average of at least 250 employees during the last financial year; (b) a total balance sheet of more than A43,000,000; and (c) an annual net turnover of more than A50,000,000, in each case as shown in its last annual or consolidated accounts; (iii) otherwise permitted by law to be offered Firm Placed Shares and/or Placed Shares in circumstances which do not require the publication by NCC Group of a prospectus pursuant to Article 3 of the Prospectus Directive or other applicable laws; or (iv) in the case of any Firm Placed Shares and/or Placed Shares acquired by a Firm Placee and/or Placee as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, either:
* the Firm Placed Shares and/or Placed Shares acquired by it in the Firm Placing and/or Placing have not been acquired on behalf of, nor have they been acquired with a view to their placing or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the Prospectus Rules, or in circumstances in which the prior consent of Peel Hunt has been given to the placing or resale; or
* where Firm Placed Shares and/or Placed Shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the firm placing of those Firm Placed Shares and/or placing of those Placed Shares to it is not treated under the Prospectus Rules as having been made to such persons;
* to the fullest extent permitted by law, the Firm Placee and/or Placee acknowledges and agrees to the disclaimers contained in this Prospectus and acknowledges and agrees to comply with the selling restrictions set out in this Prospectus;
* the Firm Placed Shares and/or Placed Shares may not be offered or sold in the United States absent (i) registration under the US Securities Act or (ii) an available exemption from registration under the US Securities Act. The Firm Placed Shares and the Placed Shares have not been, and will not be, registered under the US Securities Act and will not be offered to the public in the United States. The Firm Placed Shares and the Placed Shares have not been and will not be registered under the securities legislation of, or with any securities regulatory authority of, any other Restricted Jurisdiction;
* the Firm Placee and/or Placee is, and at the time the Firm Placed Shares and/or Placed Shares are acquired will be, either (a) located outside of the United States and eligible to participate in an ''offshore transaction'' as defined in and in accordance with Regulation S, or (b) located within the United States and a QIB that is acquiring the Firm Placed Shares and/or Placed Shares in a transaction that is exempt from the registration requirements under the US Securities Act for its own account (or for the account of a QIB as to which it has sole investment discretion);
* the Firm Placee and/or Placee is not acquiring the Firm Placed Shares and/or Placed Shares as a result of any ''directed selling efforts'' as defined in Regulation S or as a result of any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D under the US Securities Act);
* if it is acquiring the Firm Placed Shares and/or Placed Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account;
* the Firm Placee and/or Placee is acquiring the Firm Placed Shares and/or Placed Shares for investment purposes only and not with a view to any resale, distribution or other disposition of the Firm Placed Shares and/or Placed Shares in violation of the US Securities Act or any other United States federal or applicable state securities laws;
* NCC Group, and any registrar or other agent of NCC Group, will not be required to accept the registration of transfer of any Firm Placed Shares and/or Placed Shares acquired by the Firm Placee and/or Placee, except upon presentation of evidence satisfactory to NCC Group that the foregoing restrictions on transfer have been complied with;
* the Firm Placee and/or Placee invests in or purchases securities similar to the Firm Placed Shares and/or Placed Shares in the normal course of its business and it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Firm Placed Shares and/or Placed Shares;
* the Firm Placee and/or Placee has conducted its own investigation with respect to NCC Group and the Firm Placed Shares and/or Placed Shares, and the Firm Placee and/or Placee has concluded that an investment in the Firm Placed Shares and/or Placed Shares is suitable for it or, where the Firm Placee and/or Placee is not acting as principal, for any beneficial owner of the Firm Placed Shares and/or Placed Shares, based upon each such person's investment objectives and financial requirements;
* the Firm Placee and/or Placee or, where the Firm Placee and/or Placee is not acting as principal, any beneficial owner of the Firm Placed Shares and/or Placed Shares, is able to bear the economic risk of an investment in the Firm Placed Shares and/or Placed Shares for an indefinite period and the loss of its entire investment in the Firm Placed Shares and/or Placed Shares;
* the Firm Placee and/or Placee is not a resident of a Restricted Jurisdiction and acknowledges that the Firm Placed Shares and/or Placed Shares have not been and will not be registered nor will a prospectus be prepared in respect of the Firm Placed Shares and/or Placed Shares under the securities legislation of any Restricted Jurisdiction and, subject to certain exceptions, the Firm Placed Shares and/or Placed Shares may not be issued in those Restricted Jurisdictions;
* the Firm Placee and/or Placee is liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by it or any other person on the acquisition by it of any Firm Placed Shares and/or Placed Shares or the agreement by it to acquire any Firm Placed Shares and/or Placed Shares;
* in the case of a person who confirms to Peel Hunt on behalf of a Firm Placee and/or Placee an offer to acquire Firm Placed Shares under the Firm Placing and/or Placed Shares under the Placing and/or who authorises Peel Hunt to notify such Firm Placee and/or Placee's name to the Registrar, that person represents and warrants that he has authority to do so on behalf of the Firm Placee and/or Placee;
* the Firm Placee and/or Placee has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering Regulations 2007 and any other applicable law concerning the prevention of money laundering and, if it is making payment on behalf of a third party, that

satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Money Laundering Regulations 2007 and, in each case, agrees that pending satisfaction of such obligations, definitive certificates (or allocation under the CREST system) in respect of the Firm Placed Shares and/or Placed Shares comprising the Firm Placee and/or Placee's allocation may be retained at Peel Hunt's discretion;

* the Firm Placee and/or Placee agrees that, due to anti-money laundering and the countering of terrorist financing requirements, Peel Hunt and/or NCC Group may require proof of identity of the Firm Placee and/or Placee and related parties and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the Firm Placee and/or Placee to produce any information required for verification purposes, Peel Hunt and/or NCC Group may refuse to accept the application and the moneys relating thereto. It holds harmless and will indemnify Peel Hunt and/or NCC Group against any liability, loss or cost ensuing due to the failure to process this application, if such information as has been required has not been provided by it or has not been provided on a timely basis;
* the Firm Placee and/or Placee acknowledges that any money held in an account with Peel Hunt on behalf of the Firm Placee and/or Placee and/or any person acting on behalf of the Firm Placee and/or Placee will not be treated as client money within the meaning of the rules and regulations of the FCA. The Firm Placee and/or Placee further acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Peel Hunt's money in accordance with the client money rules and will be used by Peel Hunt in the course of its own business; and the Firm Placee and/or Placee will rank only as a general creditor of Peel Hunt;
* the Firm Placee and/or Placee is not, and is not applying as nominee or agent for, a person which is, or may be, mentioned in any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depository receipts and clearance services);
* the Firm Placee and/or Placee has complied with and will comply with all applicable provisions of the FSMA with respect to anything done by the Firm Placee and/or Placee in relation to the Firm Placing and/or Placing in, from or otherwise involving the UK;
* if the Firm Placee and/or Placee is in the UK, the Firm Placee and/or Placee is a person: (i) who has professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended or replaced) (the ''Order''); or (ii) a high net worth entity falling within article 49(2)(a) to (d) of the Order, and in all cases is capable of being categorised as a Professional Client or Eligible Counterparty for the purposes of the FCA Conduct of Business Rules;
* if the Firm Placee and/or Placee is in the EEA, the person is a ''Professional Client/Eligible Counterparty'' within the meaning of Annex II/Article 24 (2) of MiFID and is not participating in the Firm Placing and/or Placing on behalf of persons in the EEA other than professional clients or persons in the UK and other Member States (where equivalent legislation exists) for whom the Firm Placee and/or Placee has authority to make decisions on a wholly discretionary basis;
* each Firm Placee and/or Placee in a relevant member state of the EEA who acquires any Firm Placed Shares under the Firm Placing and/or Placed Shares under the Placing contemplated hereby will be deemed to have represented, warranted and agreed with each of Peel Hunt and NCC Group that: (i) it is a qualified Firm Placee and/or Placee within the meaning of the law in that relevant member state implementing Article 2(1) of the Prospectus Directive; and (ii) in the case of any Firm Placed Shares and/or Placed Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive: (A) the Firm Placed Shares and/or Placed Shares acquired by it in the Firm Placing and/or Placing have not been acquired on behalf of, nor have they been acquired with a view to their placing or resale to, persons in any relevant member state other than qualified Placees, as that term is defined in the Prospectus Directive, or in other circumstances falling within Article 3(2) of the Prospectus Directive and the prior consent of Peel Hunt has been given to the placing or resale; or (B) where Firm Placed Shares and/or Placed Shares have been acquired by it on behalf of persons in any relevant member state other than qualified Placees, the Firm Placing of those Firm Placed Shares and/or Placing of those Placed Shares to it is not treated under the Prospectus Directive as having been made to such persons;
* in the case of a person who confirms to Peel Hunt on behalf of a Firm Placee and/or Placee an offer to acquire Firm Placed Shares under the Firm Placing and/or Placed Shares under the Placing and who is acting on behalf of a third party, that the terms on which the Firm Placee and/or Placee (or any person acting on its behalf) are engaged enable it to make investment decisions in relation to securities on that third party's behalf without reference to that third party;
* the exercise by Peel Hunt of any rights or discretions under the Underwriting Agreement shall be within their absolute discretion and Peel Hunt need not have any reference to any Firm Placee and/or Placee and shall have no liability to any Firm Placee and/or Placee whatsoever in connection with any decision to exercise or not to exercise or to waive any such right and each Firm Placee and/or Placee agrees that it shall have no rights against Peel Hunt or any of their directors or employees under the Underwriting Agreement;
* the Firm Placee and/or Placee has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Firm Placed Shares and/or the Placed Shares (as applicable) in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
* it irrevocably appoints any director of Peel Hunt as its agent for the purposes of executing and delivering to NCC Group and/or the Registrar any documents on its behalf necessary to enable it to be registered as the holder of any of the Firm Placed Shares and/or Placed Shares agreed to be taken up by it under the Firm Placing and/or Placing and otherwise to do all acts, matters and things as may be necessary for, or incidental to, its acquisition of any Firm Placed Shares and/or Placed Shares in the event of its failure so to do;
* it will indemnify and hold NCC Group, Peel Hunt and their respective Associates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Part XII and further agrees that the provisions of this Part XII will survive after completion of the Firm Placing and Placing;
* Peel Hunt may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Firm Placed Shares and/or Placed Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise and, except as required by applicable law or regulation, Peel Hunt will not make any public disclosure in relation to such transactions; and
* Peel Hunt and each of their respective affiliates, each acting as a Firm Placee and/or Placee for its or their own account(s), may bid or subscribe for and/or purchase Firm Placed Shares and/or Placed Shares and, in that capacity, may retain, purchase, placing to sell or otherwise deal for its or their own account(s) in the Firm Placed Shares and/or Placed Shares, any other securities of NCC Group or other related investments in connection with the Firm Placing and/or Placing or otherwise. Accordingly, references in this Prospectus to the Firm Placed Shares and/or Placed Shares being issued, subscribed, acquired or otherwise dealt with should be read as including any issue, subscription, acquisition or dealing by Peel Hunt and/or any of their respective affiliates, acting as a Firm Placee and/or Placee for its or their own account(s). Neither Peel Hunt nor NCC Group intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so.

NCC Group and Peel Hunt will rely upon the truth and accuracy of each of the foregoing agreements, representations, warranties and undertakings.

5 Representations, warranties and selling and transfer restrictions relating to the United States

This Prospectus is not an offer of securities for sale in the United States. The New Ordinary Shares have not been, and will not be, registered under the US Securities Act or with any securities regulatory authority of or under the applicable securities laws or regulations of any state or other jurisdiction of the United States and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act. The Firm Placed Shares and the Placed Shares may be offered and sold only (a) in the United States to persons that are reasonably believed to be QIBs, as defined in Rule 144A of the US Securities Act, in transactions exempt from, or not subject to, the registration requirements under the US Securities Act, and (b) outside the United States in ''offshore transactions'' within the meaning of and in reliance on Regulation S.

In addition, until 40 days after the commencement of the Open Offer, any offer or sale of NCC Group Ordinary Shares within the United States by any dealer (whether or not participating in the Open Offer) may violate the registration requirements of the US Securities Act if such offer or sale is made otherwise than in accordance with Regulation S or another available exemption from registration under the US Securities Act.

Each purchaser of Firm Placed Shares and the Placed Shares within the United States, by accepting delivery of this Prospectus, will be deemed to have represented, agreed and acknowledged that it has received a copy of this Prospectus and such other information as it deems necessary to make an investment decision and that:

* the Firm Placed Shares and/or Placed Shares may not be offered or sold in the United States absent (i) registration under the US Securities Act or (ii) an available exemption from registration under the US Securities Act. The Firm Placed Shares and the Placed Shares have not been, and will not be, registered under the US Securities Act and will not be offered to the public in the United States. The Firm Placed Shares and the Placed Shares have not been and will not be registered under the securities legislation of, or with any securities regulatory authority of, any other Restricted Jurisdiction;
* the Firm Placee and/or Placee is, and at the time the Firm Placed Shares and/or Placed Shares are acquired will be, either (a) located outside of the United States and eligible to participate in an ''offshore transaction'' as defined in and in accordance with Regulation S, or (b) located within the United States and a QIB that is acquiring the Firm Placed Shares and/or Placed Shares in a transaction that is exempt from the registration requirements under the US Securities Act for its own account (or for the account of a QIB as to which it has sole investment discretion);
* the Firm Placee and/or Placee is not acquiring the Firm Placed Shares and/or Placed Shares as a result of any ''directed selling efforts'' as defined in Regulation S or as a result of any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D under the US Securities Act);
* if it is acquiring the Firm Placed Shares and/or Placed Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account;
* the Firm Placee and/or Placee is acquiring the Firm Placed Shares and/or Placed Shares for investment purposes only and not with a view to any resale, distribution or other disposition of the Firm Placed Shares and/or Placed Shares in violation of the US Securities Act or any other United States federal or applicable state securities laws;
* it understands that the Firm Placed Shares and the Placed Shares are being offered and sold in the United States only in a transaction not involving any public offering within the meaning of the US Securities Act and that the Firm Placed Shares and the Placed Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged or otherwise transferred except: (i) to a person that the seller and any person acting on its behalf believe is a QIB purchasing for its own account or for the account of a QIB in a transaction meeting the requirements of Rule 144A of the US Securities Act, or another exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act; (ii) in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S; (iii) pursuant to an exemption from registration under the US Securities Act provided by Rule 144 thereunder (if available); or (iv) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States. It further (A) understands that the Firm Placed Shares and the Placed Shares may not be deposited into any unrestricted depositary receipt facility in respect of the Firm Placed Shares and the Placed Shares established or maintained by a depositary bank; (B) acknowledges that the Firm Placed Shares and the Placed Shares (whether in physical certificated form or in uncertificated form held in CREST) are ''restricted securities'' within the meaning of Rule 144(a)(3) under the US Securities Act and that no representation is made as to the availability of the exemption provided by Rule 144 of the US Securities Act for

resales of the Firm Placed Shares and the Placed Shares; and (C) understands that NCC Group may not recognise any offer, sale, resale, pledge or other transfer of the Firm Placed Shares and the Placed Shares made other than in compliance with the above-stated restrictions;

* it understands that the Firm Placed Shares and the Placed Shares (to the extent they are in certificated form), unless otherwise determined by NCC Group in accordance with applicable law, will bear a legend substantially to the following effect:

''THE ORDINARY SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ''SECURITIES ACT'') OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON THAT THE SELLER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (''QIB'') WITHIN THE MEANING OF AND PURSUANT TO RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN ANOTHER TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. BY ITS ACCEPTANCE OF THESE SECURITIES THE PURCHASER REPRESENTS THAT IT IS A QIB AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND THAT IT IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF OTHER PURCHASERS WHO ARE QIBS. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THE ORDINARY SHARES REPRESENTED HEREBY. THE ORDINARY SHARES REPRESENTED HEREBY ARE ''RESTRICTED SECURITIES'' WITHIN THE MEANING OF RULE 144(a)(3) UNDER THE SECURITIES ACT AND FOR SO LONG AS SUCH SHARES ARE ''RESTRICTED SECURITIES'', THEY MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE ORDINARY SHARES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF ORDINARY SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.''; and

* it represents that if, in the future, it offers, resells, pledges or otherwise transfers such Firm Placed Shares and/or the Placed Shares while they remain ''restricted securities'' within the meaning of Rule 144(a)(3) of the US Securities Act, it shall notify such subsequent transferee of the restrictions set out above.

NCC Group and Peel Hunt and their respective affiliates and others will rely on the truth and accuracy of the foregoing acknowledgements, representations and agreements.

6 Set-off

If a Firm Placee and/or Placee is entitled to participate in the Open Offer by virtue of being a Qualifying Shareholder, it will be able to apply to subscribe for New Ordinary Shares under the terms of the Open Offer.

In circumstances where the Firm Placee and/or Placee validly takes up and pays for New Ordinary Shares under the Open Offer to which it is entitled as a Qualifying Shareholder, it may request that the number of New Ordinary Shares it agreed to subscribe for under the Placing be reduced by up to the number of New Ordinary Shares validly taken up and paid for under the Open Offer (up to a maximum of the number of New Ordinary Shares in its Open Offer Entitlements), provided always that Peel Hunt is satisfied that the Firm Placee and/or Placee has validly taken up and paid for the New Ordinary Shares under the Open Offer.

Further details of the Firm Placees' and/or Placees' rights to request set-off in this way are set out in the Settlement Instruction Form.

7 Supply and disclosure of information

If either of Peel Hunt or NCC Group or any of their respective agents request any information about a Firm Placee's and/or Placee's agreement to acquire Firm Placed Shares and/or Placed Shares, such Firm Placee and/or Placee must promptly disclose it to them and ensure that such information is complete and accurate in all respects.

8 Miscellaneous

The rights and remedies of Peel Hunt and NCC Group under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them, and the exercise or partial exercise of one will not prevent the exercise of others.

On application, each Firm Placee and/or Placee may be asked to disclose, in writing or orally to Peel Hunt:

* if he is an individual, his nationality; or
* if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

All documents will be sent at the Firm Placee's and/or Placee's risk. They may be sent by post to such Firm Placee and/or Placee at an address notified to Peel Hunt.

Each Firm Placee and/or Placee agrees to be bound by the Articles (as amended from time to time) once the Firm Placed Shares and/or Placed Shares which such Firm Placee and/or Placee has agreed to acquire have been acquired by such Firm Placee and/or Placee.

The provisions of this Part XII may be waived, varied or modified as regards specific Firm Placees and/or Placees or on a general basis by Peel Hunt, provided that such waiver, variation or modification is not materially prejudicial to the interests of NCC Group.

The contract to acquire Firm Placed Shares and/or Placed Shares and the appointments and authorities mentioned herein will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of Peel Hunt and NCC Group, each Firm Placee and/ or Placee irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against a Firm Placee and/or Placee in any other jurisdiction.

In the case of a joint agreement to acquire Firm Placed Shares and/or Placed Shares, references to a ''Firm Placee'' and/or ''Placee'' in these terms and conditions are to each of such Firm Placees and/or Placees and such joint Firm Placees and/or Placees' liability is joint and several.

Peel Hunt and NCC Group each expressly reserve the right to modify the Firm Placing and/or Placing (including, without limitation, its timetable and settlement) at any time before allocations of Firm Placed Shares under the Firm Placing and/or Placed Shares under the Placing are settled.

The Firm Placing and Placing are subject to the satisfaction of the relevant conditions contained in the Underwriting Agreement and the Underwriting Agreement not having been terminated. Further details of the terms of the Underwriting Agreement are contained in section 6.2 of Part XVIII of this document.

PART XIII

INFORMATION ON NCC GROUP

The selected historical financial information and other historical financial information in relation to NCC Group referred to in this Part XIII has, unless otherwise stated, been extracted without material adjustment from the audited historical financial information of NCC Group for the financial years ended 31 May 2013, 31 May 2014 and 31 May 2015, which has been prepared in accordance with IFRS.

Investors should read the whole of this document and the documents incorporated herein by reference and should not just rely on the financial information set out in this Part XIII.

1 Introduction

The Group, of which NCC Group is the parent company, is a global information assurance specialist providing organisations worldwide with escrow, verification, security consulting, web performance and domain services. NCC Group is a member of the FTSE smallcap index. The Group operates three main complementary divisions: NCC Group Escrow, NCC Group Assurance and NCC Group Domain Services, from approximately 30 offices across the UK, mainland Europe, North America and Australia, providing information assurance services for over 15,000 organisations worldwide.

2 History

The Group was formed in June 1999 to enable the then management team to acquire the major commercial activities of The National Computing Centre, one of the UK's leading IT membership organisations. The businesses which were the subject of the MBO encompassed the escrow solutions, system engineering and professional services divisions. The senior management team was strengthened in March 2000 by the appointment of Rob Cotton as Finance Director, who subsequently assumed responsibility for the escrow solutions division in July 2000. Under Rob Cotton's leadership the escrow solutions division grew rapidly, becoming the Group's principal activity and the major source of both revenues and profits. In April 2003, Rob Cotton led a secondary MBO, with backing from Barclays Private Equity Limited, and was appointed as Chief Executive of the Group. NCC Group Limited (the then holding company of the Group) was re-registered as a public limited company and was admitted to trading on AIM in July 2004. It was admitted to trading on the Official List on 13 July 2007. Whilst escrow has remained a core part of the Group's business, recent years have seen a significant growth in the security consulting and web performance parts of the Group's business.

Since December 2005, the Group has made twenty one acquisitions which are summarised below:

* December 2005 Acquisition of the business of US based Recall Total Information Management, Inc. for a total consideration of £1.9 million paid in cash.
* July 2006 Acquisition of the business of US based Source Harbor, Inc. for a total consideration of £0.8 million paid in cash.
* January 2007 Acquisition of UK based Site Confidence Limited, for a total consideration of £8.8 million paid in cash.
* July 2007 Acquisition of UK based SecureTest Limited for a total consideration of £4.0 million paid in cash.
* January 2008 Acquisition of Netherlands based Escrow Europe B.V. for a total consideration of £7.4 million paid in cash.
* November 2008 Acquisition of UK based, Next Generation Security Software Limited for a total consideration of £8.8 million paid in cash.
* April 2009 Acquisition of Switzerland based Escrow Europe (Switzerland) AG for a total consideration of £0.5 million paid in cash.
* November 2009 Acquisition of certain business assets from US based IG2 Data Security, Inc. for a total consideration of £0.2 million.
* March 2010 Acquisition of UK based Meridian Services International Limited for a total consideration of £1.5 million paid in cash.
* April 2010 Acquisition of UK based SDLC Solutions Limited for a total consideration of £10.8 million paid in cash.
* October 2010 Acquisition of US based iSEC Partners, Inc. for a total consideration of £15.4 million paid in cash.
* March 2011 Acquisition of US based Escrow Associates, LLC for a total consideration of £5.9 million paid in cash.
* August 2011 Acquisition of UK based Axzona Limited for a total consideration of £1.2 million paid in cash.
* August 2012 Acquisition of US based Matasano Security LLC for a total consideration of £7.9 million payable in cash.
* August 2012 Acquisition of US based Intrepidus Group, Inc. for a total consideration of £4.2 million paid in cash.
* May 2014 Acquisition of Denmark based FortConsult A/S for a total consideration (subject to adjustment) of £4.0 million payable in cash.
* January 2015 Acquisitions of Open Registry S.A., Clearinghouse for Intellectual Property S.A., Nexperteam CVBA and Sensirius CVBA (together being the Open Registry Group of Companies) based in Belgium and Luxembourg for a total consideration (subject to adjustment) of £14.9 million payable in cash.
* April 2015 Acquisition of UK based Accumuli plc for a total consideration of £52.5 million payable in NCC Group Ordinary Shares and cash.

In May 2012, the Group applied to register the .secure gTLD as part of ICANN's programme to create a new set of gTLDs. The aim of the .secure domain was to create a universal environment for end users to operate and navigate the internet with complete safety and security.

Following competition with another party for the .secure gTLD, in February 2013, the Group acquired the right to operate the new .trust gTLD from Deutsche Post (the assignment of which was completed in 2014). The .trust gTLD has been used by the Group to launch its Domain Services division.

In June 2014, the Group realigned its services into its current 3 divisions: NCC Group Escrow, NCC Group Assurance and NCC Group Domain Services. A summary of the activities of each of these divisions is set out in section 4 of Part XIII of this document.

The Group withdrew its application for the .secure gTLD in December 2014 (in return for cash consideration) to focus on the .trust gTLD.

3 Principal markets

The Group is active globally. The split of revenues for the Group for the year ended 31 May 2015 by division and geography are shown below:

	NCC Group Escrow	NCC Group Assurance	NCC Group Domain Services	Total
	£000	£000	£000	£000
UK	16,343	55,778	—	72,121
Rest of Europe	3,842	8,069	1,593	13,503
Rest of the World	11,848	33,116	3,108	48,072
Total	32,032	96,963	4,701	133,696

4 Operating divisions

The Group operates three main complementary divisions: NCC Group Escrow, NCC Group Assurance and NCC Group Domain Services.

For information on the risks relating to the Group's existing business your attention is drawn to the ''Risk Factors'' section of this document.

4.1 NCC Group Escrow division

Organisations rely on third party supplied applications and software packages every day to carry out key business functions and processes. These applications allow them to operate more effectively and efficiently and produce high quality, innovative products and services but if a software or Software as a Service (SaaS) supplier goes out of business or changes hands, the availability of these applications is in doubt and business continuity is at risk. The Group's escrow and verification services help assure the long-term availability of these applications, protecting both end users and software suppliers. Working with all parties involved in the development, supply and use of business critical software applications, the Group helps ensure that source code, data and other information is constantly accessible and can be properly rebuilt from its components if required. The Group is an established software escrow provider, with over 30 years' experience and provides escrow services to over 15,000 organisations worldwide.

4.2 NCC Group Assurance division

NCC Group Assurance division comprises two main businesses:

* Security Services the cyber landscape presents an ever increasing threat to security as cyber intruders develop increasingly sophisticated ways to attack corporate networks thereby gaining access to organisations' sensitive and valuable data. Through its security and penetration testing, forensic services, incident response, compliance advice, vulnerability research and logical and physical audits, the Group helps organisations strengthen their position in the cyber arms race by assisting them in identifying risk and formulating a robust security strategy. With one of the world's largest security testing teams, the Group currently delivers over 80,000 testing days to around 1,700 organisations worldwide per annum. The Group's global presence offers clients access to a skilled and experienced services provider, complemented by an expert research team. In addition, following the acquisition of Accumuli in April 2015, the Group also supplements its service offering by the sale and re-sale of security software and hardware.
* Website Performance and Software Testing essential websites, software and infrastructure that support an organisation do not just need protection from malicious attacks, they also need guaranteed performance levels. Flaws in code can prevent software from operating at optimum level and spikes in online traffic can throw websites offline. From customer-facing websites to internal software applications, the Group provides comprehensive testing, monitoring and business analysis services, ensuring appropriate quality and performance is being delivered. When an organisation needs extra resources or tools to help test their environment, the Group provides a level of service to suit the risks they face. Currently the Group tests around 23 million web pages and around 950 million objects per week for over 400 clients worldwide.

4.3 NCC Group Domain Services division

At the core of the Group's Domain Services division is the goal of making the internet a safer place to transact for both consumers and organisations. Consumer confidence and trust has been negatively impacted by the high profile data and security breaches that have become increasingly prevalent in recent years. The Group has created a unique domain, .trust, which can only be adopted by customers who agree to adopt rigorous security practices and policies. The .trust domain can only be controlled and operated by the legitimate organisation which the end user believes it to be. As the security infrastructure of many businesses is not currently advanced enough in order to be able to fully adopt the .trust protocols, the Group is focussing its efforts on helping its customers on the journey towards enhanced internet security. The Group does this by offering services such as domain abuse monitoring, brand estate reviews and brand threat reviews so that customers can understand what domains they own and the status of those domains. The Group also has a range of managed security services solutions including those providing advanced scanning to help ensure the security of a customer's web perimeter. The Group further supports customers in compliance with ICANN requirements by providing registry data escrow services, as well as acting as a backend registry operator and a domain registrar.

5 Current strategic priorities

The Group remains focused on risk mitigation and delivering clients peace of mind, by providing a complementary range of services that has the width and depth to provide multinational clients with a comprehensive solution to their information security issues.

The Group intends' to develop its business further by a combination of the acquisition of high quality businesses, with strong organic growth, all focused away from areas of discretionary expenditure.

6 Employees

The average number of employees of the Group for each of the previous three financial years was as follows:

Year ended	Employees
31 May 2013	910
31 May 2014	991
31 May 2015	1,093

The number of employees set out above includes consultants on associate contracts.

7 Property

The Group operates from a number of leasehold properties. The Group's principal properties are as follows:

Property location	Property use	Tenure and approximate unexpired term (if applicable)
Head Office, Manchester Technology Centre,
Manchester, M1 7EF, United Kingdom	Office	Leasehold (5 years remaining)
Kings Court, Kingston Road, Leatherhead, KT22 7SL,
United Kingdom	Office	Leasehold (6 years remaining)
Second Floor, 2150 Century Way, Thorpe Park, Leeds,
LS15 8ZB, United Kingdom	Office	Leasehold (10 years remaining)
4th Floor, 48 West 25th Street, New York, USA	Office	Leasehold (8 years remaining)
Suite 1020, 123 Mission Street, San Francisco, CA
94105, USA	Office	Leasehold (3 years remaining)

On 14 September 2015, an agreement for leases was entered into in respect of the Group's new head office at XYZ Building, 2 Hardman Boulevard, Spinningfields, Manchester, which is currently under construction. Further details of the agreement are set out in section 6.5 of Part XVIII of this document. Prior to moving into the new head office, the Group will exercise its right to break the lease of its existing head office at Manchester Technology Centre, Manchester, M1 7EF.

The total amount payable under all of the Group's non-cancellable property leases (not just the principal ones listed above) at the years ended 31 May 2013, 31 May 2014 and 31 May 2015 is shown below:

Summary of non-cancellable property lease rentals payable	For the year ended 31 May 2013 audited	For the year ended 31 May 2014 audited	For the year ended 31 May 2015 audited
	£000	£000	£000
Within one year or less	2,296	2,551	3,002
Between one and five years	7,508	9,244	10,869
Over five years	3,234	4,605	1,630
Total	13,038	16,400	15,501

8 Safety, health and environment

The Group is committed to its employees and actively attempts to improve their health, wellbeing and morale by encouraging fitness based activities and taking part in charitable events. The Group has its own football team that plays weekly and organises two charitable football tournaments every year involving teams from the local business community. The Group also has a very active track cycling club, cricket team and running club. The Group takes Health and Safety in the work place seriously and complies with all relevant legislation and best practice. There have been no work place fatalities since the Group was formed as at 23 November 2015 (being the latest practicable date prior to the publication of this document).

As a service provider with no manufacturing facilities, the impact of the Group's operations on the environment is limited compared with other industries, however it recognises its responsibility to respect and limit damage to the environment.

9 Investments

9.1 Equity investments

From 1 June 2012 to the date of this document the Group has made no loan investments (other than intra-Group loans). Equity investments made by the Group from 1 June 2012 to the date of this document are listed in section 2 of Part XIII of this document.

9.2 NCC Group Pension Fund

The Group operates a defined contribution pension scheme that is open to all eligible employees. For the year ended 31 May 2015, the Group made contributions to the pension fund in the amount of £1,840,000 (2014: £1,444,000). The outstanding contributions at 31 May 2015 were £208,000 (2014: £136,000).

The Group's pension contributions referred to above have been produced by calculating the total employers contribution to employee pension scheme arrangements for all employees across the Group.

PART XIV

OPERATING AND FINANCIAL REVIEW OF NCC GROUP

Some of the information in the review below and elsewhere in this document includes forward looking statements based on current expectations that involve risks and certain uncertainties. See ''Forward Looking Statements'' in Part III for a discussion of important factors that could cause actual results to differ materially from the results described in the forward looking statements contained in this document. The following review of NCC Group's financial condition and operating results should be read in conjunction with the financial information incorporated by reference in this document in accordance with Part XIX of this document and the other financial information included elsewhere in this document.

Investors should read the whole of this document and the documents incorporated herein by reference.

1 Overview

The Group's current trading is summarised in section 4 of Part VII of this document. Descriptions of the Group's financial condition, changes in that condition and results of operations for each financial year and interim period required to be disclosed in this document under the Prospectus Rules are further referred to in section 3 of this Part XIV. The audited annual reports and accounts of NCC Group for the three years ended 31 May 2013, 31 May 2014 and 31 May 2015 are incorporated by reference into this document by Part XIX.

2 Changes in financial condition and results for the year ended 31 May 2015

Current trading and operations have not materially changed since the annual financial statements of NCC Group for the year ended 31 May 2015 save as set out below.

On 15 October 2015, NCC Group published a trading update covering the four months from 1 June 2015 to 30 September 2015, the key updates were:

* Group reported revenues increased by 48% (September 2014: 13%) to £58.5 million (September 2014: £39.5 million) with organic growth up 17% (September 2014: 13%).
* The Escrow division continued to perform strongly. Revenue grew by 8% (September 2014: 5%) to £10.5 million (September 2014: £9.7 million).
* The Assurance division continued to perform strongly with a 57% increase in revenue (September 2014: 14%) to £46.0 million (September 2014: £29.2 million). Excluding Accumuli, organic growth was 19% (September 2014: 14%).
* The Domain Services division was impacted by delays in the development of the domain services market during the period, consequently the Open Registry Group of Companies and .trust did not meet the Group's initial expectations. The Group reported it will therefore slow and refocus its investment in the division until the market is more advanced.
* The Domain Services division reported an increase in revenue to £2.1 million (September 2014: £0.6 million), an increase of 60% on an organic basis, and that in the short-term it is to focus on the provision of managed security services.
* The integration of Accumuli (acquired on 30 April 2015) was reported to be largely completed.

Apart from the items referred to above there has been no significant change to the Group's financial condition and operating results during or subsequent to the period covered by the historical key financial information on the Group set out in this section.

3 Summary of Operating and Financial Review

Set out below are details of significant changes in the financial condition, operating results and trading position of the Group during the period covered by the audited annual report and accounts of NCC Group for the three years ended 31 May 2013, 31 May 2014 and 31 May 2015 (being the date of NCC Group's latest published audited annual report and accounts) and for the period since 31 May 2015.

Year ended 31 May 2013

The Group increased revenue by 13% to £99.2 million (2012: £87.7 million). Organic revenue growth was 8%, excluding the contribution from the two US businesses acquired in August 2012, Matasano Security LLC and Intrepidus Group, Inc.

The Group generated strong margins. Adjusted Group operating profit grew by 2% to £23.9 million (2012: £23.4 million) and adjusted Group pre-tax profit marginally improved to £23.0 million (2012: £22.6 million). The Group's reported pre-tax profit was £18.8 million (2012: £10.6 million).

The Group was highly cash generative with operating cash flow before interest and tax of £23.0 million (2012: £24.6 million), which gave a cash conversion ratio of 116% of operating profit before interest and tax (2012: 131%). The Group ended the year with net debt of £25.3 million (2012: £22.7 million).

The Group renewed its banking facility with the Royal Bank of Scotland, which provided a £40m revolving credit facility and a £5 million overdraft, running until July 2016. Interest on the facility was charged between 1.5% and 2.25% over LIBOR based on the Group's net debt/EBITDA ratio.

Following the Group's application to register the .secure gTLD the Group established a new wholly owned subsidiary, Artemis Internet, Inc. in San Francisco, to develop the critical infrastructure and know-how to deliver, what it termed, the Domain Assured Project. On 21 June 2013, it was confirmed by ICANN that the application for the .secure gTLD had completed and passed the initial evaluation process. This marked the start of the Group's Domain Services division.

Year ended 31 May 2014

The Group increased revenue by 12% to £110.7 million (2013: £99.2 million).

The Group generated strong margins and adjusted Group operating profit grew by 9% to £26.0 million (2013: £23.9 million). Adjusted Group pre-tax profit improved to £25.3 million (2013: £23.0 million). The Group's reported pre-tax profit was £23.2 million (2013: £18.8 million).

The Group was highly cash generative with an operating cash flow before interest and tax of £28.9 million (2013: £23.0 million), which gave a cash conversion ratio of 120% of operating profit before interest and tax (2013: 116%). The Group ended the year with net debt of £23.6 million (2013: £25.3 million).

Year ended 31 May 2015

The Group increased revenue by 21% to £133.7 million (2014: £110.7 million).

The Group generated strong margins and adjusted Group operating profit grew to £26.4 million (2014: £26.0 million). Adjusted Group pre-tax profit improved to £25.5 million (2014: £25.3 million). The Group's reported pre-tax profit was £21.4 million (2014: £23.2 million).

The Group ended the year with net debt of £50.6 million (2014: £23.6 million).

On 19 January 2015, the Group acquired the Open Registry Group of Companies for a maximum consideration of £14.9 million (A19.5 million), of which £7.9 million (A10.3 million) was paid on completion. Two further payments of up to £7.0 million (A9.2m) in total may be payable over a period of approximately 36 months from completion depending upon whether performance related targets are met.

On 19 March 2015, the Group increased its banking facilities with the Royal Bank of Scotland to £80 million, comprising of a multicurrency revolving credit facility of up to £68 million, a further revolving credit facility of up to £10 million and a £2 million working capital multicurrency overdraft on the same terms. Interest on the facilities is charged between 1.5% and 2.25% over LIBOR based on the Group's net debt/EBITDA ratio.

On 30 April 2015, NCC Group acquired 100% of the share capital of Accumuli plc. The consideration for the acquisition was the issue of approximately 20.4 million NCC Group Ordinary Shares and the payment of approximately £10 million in cash to the shareholders of Accumuli plc.

Following competition with another party for the .secure gTLD and the Group's acquisition of the right to operate the .trust gTLD, the Group withdrew its application for the .secure gTLD in December 2014 (in return for cash consideration) to focus on the .trust gTLD.

Events since the year ended 31 May 2015

On 15 October 2015, NCC Group published a trading update covering the four months from 1 June 2015 to 30 September 2015.

The Group reported increased revenue by 48% (September 2014: 13%) to £58.5 million (September 2014: £39.5 million) with organic growth up 17% (September 2014: 13%). The Group's Escrow and Assurance divisions showed strong organic revenue growth for this period, up 8% and 19% respectively.

The integration of Accumuli was reported to be largely completed.

The Escrow division continued to perform strongly. Revenue grew by 8% (September 2014: 5%) to £10.5 million (September 2014: £9.7 million). Group Escrow termination rates continue to be around 11% for contracts (September 2014: 12%).

The Assurance division continued to perform strongly with a 57% increase in revenue (September 2014: 14%) to £46.0 million (September 2014: £29.2 million). Excluding Accumuli, organic growth was 19% (September 2014: 14%). Importantly, the Group's security consultancy retention rate continues to run close to 90%.

The Domain Services division continued to evolve and develop rapidly. Revenue jumped to £2.1 million (September 2014: £0.6 million), an increase of 60% on an organic basis. The Domain Services division has been impacted by delays in the development of the domain services markets, particularly the roll out of the branded top-level domains. Consequently the Open Registry Group of Companies and .trust revenues did not meet the Group's initial expectations. However, the managed security services continued to develop successfully and were enhanced with the addition of the Accumuli managed services platform and portal to its product set. The Group therefore reported that in the short term it is more focussed on providing a managed security solution in the domain services sector and slowing the rate of investment into new infrastructure and gTLD opportunities until the market is more advanced.

4 Documents incorporated by reference

The operating and financial reviews included in the following documents are incorporated by reference into this document:

* NCC Group's 2013 Annual Report and Accounts;
* NCC Group's 2014 Annual Report and Accounts; and
* NCC Group's 2015 Annual Report and Accounts.

5 Cross-reference list

The following list is intended to enable investors to identify easily specific items of information which have been incorporated by reference into this document.

5.1 NCC Group's 2013 Annual Report and Accounts

The page numbers below refer to the relevant pages of NCC Group's 2013 Annual Report and Accounts:

* Highlights	3-4
* Group Profile	5-7
* Chairman's Statement	8-10
* Operational and Financial Review	11-26
* Directors and Senior Management	27-30
* Directors' Report	31-34
* Consolidated Income Statement	60
* Consolidated Statement of Comprehensive Income	61
* Group Balance Sheet	62

* Company Balance Sheet	63
* Group Cash Flow Statement	64
* Company Cash Flow Statement	65
* Statements of Changes in Equity	66-67
* Notes	68-110
* Company Information	111-112

5.2 NCC Group's 2014 Annual Report and Accounts

The page numbers below refer to the relevant pages of NCC Group's 2014 Annual Report and Accounts:

* 2014 Performance Highlights	3
* About NCC Group	4-7
* Chairman's Statement	8-10
* The Strategic Report	11-13
* Business and Financial Review for 2014	14-20
* Year End Outlook	21
* Principle Risks and Uncertainties	21-24
* Consolidated Income Statement	91
* Consolidated Statement of Comprehensive Income	92
* Consolidated Statement of Financial Position	93
* Company Statement of Financial Position	94
* Consolidated Statement of Cash Flows	95
* Statements of Changes in Equity – Group	96
* Statements of Changes in Equity – Company	97
* Notes to the Financial Statements	98-153
* Company Information	154

5.3 NCC Group's 2015 Annual Report and Accounts

The page numbers below refer to the relevant pages of NCC Group's 2015 Annual Report and Accounts:

* 2015 Performance Highlights	4-5
* About NCC Group	6-9
* Chairman's Statement	10-13
* Strategic Report	14-21
* Business and Financial Review for 2015	22-29
* Principle Risks and Uncertainties	30-33
* Consolidated Income Statement	100
* Consolidated Statement of Comprehensive Income	101
* Consolidated Statement of Financial Position	102
* Company Statement of Financial Position	103
* Consolidated Statement of Cash Flows	104
* Company Statement of Cash Flows	105
* Statements of Changes in Equity – Group	106
* Statements of Changes in Equity – Company	107
* Notes to the Financial Statements	108-149
* Company Information	150-151

6 Liquidity and capital resources

The capitalisation and indebtedness (distinguishing between guaranteed and unguaranteed, secured and unsecured indebtedness) of the Group are set out below. These figures are as of 31 August 2015, and have been extracted from the Group's unaudited management accounts. There has been no significant change to the liquidity and capital resources of the Group since 31 August 2015.

Indebtedness

	Notes	31 August 2015
		(£m)
Total current debt
Guaranteed		—
Secured		—
Unguaranteed/Unsecured		—
		—
Total Non-Current Debt (excluding current portion of long term debt)
Guaranteed		—
Secured		69.0
Unguaranteed/Unsecured		—
Total indebtedness as at 31 August 2015		69.0

Capitalisation

This information is as at 31 August 2015 and has been extracted from the Group's unaudited management accounts. There has been no material change to the capitalisation of the Group since 31 August 2015.

	Notes	31 August 2015
		(£m)
Shareholders' Equity
Share Capital		2.3
Share Premium		24.0
Merger Reserve		42.3
Other Reserves		(1.0)
Total Shareholders' Equity		67.6

Capital and reserves do not include the retained earnings reserve.

Net indebtedness of NCC Group in the short and medium term

The following table shows the net indebtedness of NCC Group as at 31 August 2015.

	Notes	31 August 2015
		(£m)
Cash		7.5
Liquidity		7.5
Current financial debt		—
Net current financial liquidity		7.5
Non-current bank loans		(69.0)
Non-current financial indebtedness		(69.0)
Net funds		(61.5)

Indirect and contingent indebtedness

As at 31 August 2015, the Group had no indirect or contingent indebtedness.

Net cash used in/generated from operating activities

Cash from operating activities produced an inflow of £19.8 million in the year ended 31 May 2015, £23.6 million in the year ended 31 May 2014 and £19.2 million in the year ended 31 May 2013. Interest paid and tax amounted to an outflow of £4.5 million in the year ended 31 May 2015, £5.3 million in the year ended 31 May 2014 and £3.8 million in the year ended 31 May 2013.

Net cash used by investing activities

Net capital expenditure on plant and equipment, software and development expenditure, and acquisitions net of cash acquired amounted to £27.1 million in the year ended 31 May 2015, £15.0 million in the year ended 31 May 2014 and £15.3 million in the year ended 31 May 2013. Expenditure on acquisitions net of cash acquired totalled £14.2 million in the year ended 31 May 2015, £4.2 million in the year ended 31 May 2014 and £10.5 million in the year ended 31 May 2013.

Net cash used by financing activities

Net cash used in financing activities amounted to £(12.8) million in the year ended 31 May 2015, £1.5 million in the year ended 31 May 2014 and £4.4 million in the year ended 31 May 2013. Equity dividend payments were £7.6 million in the year ended 31 May 2015, £6.8 million in the year ended 31 May 2014 and £5.8 million in the year ended 31 May 2013.

Future liquidity, financing arrangements and commitments

The Group's working capital requirements are funded by shareholders' equity, operating cash flow and borrowing facilities. The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business.

The Board monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total interest bearing loans as shown in the consolidated balance sheet, less cash and cash equivalents. Total capital is calculated as equity, as shown in the consolidated balance sheet, plus net debt.

As at 31 May 2015, the Group's gearing ratio was 28% (2014: 22%).

The Group has existing borrowing facilities provided by the Royal Bank of Scotland totalling £80 million, comprising of a multicurrency revolving credit facility of up to £68 million, a further revolving credit facility of up to £10 million and a £2 million working capital overdraft on the same terms. Interest on the Royal Bank of Scotland Facilities is charged between 1.5% and 2.25% over LIBOR based on the Group's net debt/EBITDA ratio.

On 20 November 2015, NCC Group and certain other companies in the Group entered into the New Facilities Agreement relating to the Group's new borrowing facilities provided by the New Facilities Lenders. The New Facilities are committed for five years and comprise a £30 million term loan and a £80 million revolving credit facility. Interest on the New Facilities is charged between 0.90% and 2.0% over LIBOR based on the Group's debt/adjusted EBITDA ratio.

All amounts owed under the Royal Bank of Scotland Facilities will be repaid on 27 November 2015 and the Royal Bank of Scotland Finance Documents will then be terminated. The Royal Bank of Scotland Facilities will be replaced by the New Facilities.

The Group has a strong capital structure, as at 23 November 2015 (being the latest practicable date prior to the date of this document), the total amount outstanding under the Royal Bank of Scotland Facilities was £76.4 million and cash was £13.3 million. As at 23 November 2015 (being the latest practicable date prior to the date of this document), no amounts have been drawn down under the New Facilities.

The Group does not have any restrictions on the use of its capital resources that could materially affect, directly or indirectly, the Group's operations.

PART XV

HISTORICAL FINANCIAL INFORMATION RELATING TO NCC GROUP

1 Basis of financial information

The financial statements of NCC Group included in the consolidated audited Annual Reports and Accounts of NCC Group for the financial years ended 31 May 2015, 31 May 2014 and 31 May 2013 were unqualified. The financial statements for the years 31 May 2015, 31 May 2014 and 31 May 2013 were prepared in accordance with IFRS.

2 Cross-reference list

The following list is intended to enable investors to identify easily specific items of information which have been incorporated by reference into this document.

2.1 Financial statements for the year ended 31 May 2013 and independent Audit Report thereon

The page numbers below refer to the relevant pages of the Annual Report and Accounts of NCC Group for the financial year ended 31 May 2013:

Independent Auditor's Report	–	57-59
Consolidated Income Statement	–	60
Consolidated Statement of Comprehensive Income	–	61
Group Balance Sheet	–	62
Company Balance Sheet	–	63
Group Cash Flow Statement	–	64
Company Cash Flow Statement	–	65
Statement of Changes in Equity	–	66
Notes to the Financial Statements	–	68-110
Company Information	–	111

2.2 Financial statements for the year ended 31 May 2014 and independent Audit Report thereon

The page numbers below refer to the relevant pages of the Annual Report and Accounts of NCC Group for the financial year ended 31 May 2014:

Independent Auditor's Report	–	86-89
Consolidated Income Statement	–	91
Consolidated Statement of Comprehensive Income	–	92
Consolidated Statement of Financial Position	–	93
Company Statement of Financial Position	–	94
Consolidated Statement of Cash Flows	–	95
Statement of Changes in Equity – Group	–	96
Statement of Changes in Equity – Company	–	97
Notes to the Financial Statements	–	98-153
Company Information	–	154

2.3 Financial statements for the year ended 31 May 2015 and independent Audit Report thereon

The page numbers below refer to the relevant pages of the Annual Report and Accounts of NCC Group for the financial year ended 31 May 2015:

* Independent Auditor's Report	–	96-99
* Consolidated Income Statement	–	100
* Consolidated Statement of Comprehensive Income	–	101
* Consolidated Statement of Financial Position	–	102
* Company Statement of Financial Position	–	103
* Consolidated Statement of Cash Flows	–	104
* Company Statement of Cash Flows	–	105
* Statement of Changes in Equity – Group	–	106
* Statement of Changes in Equity – Company	–	107
* Notes to the Financial Statements	–	108-149
* Company Information	–	150-151

PART XVI

DIRECTORS, SENIOR MANAGEMENT, CORPORATE GOVERNANCE AND EMPLOYEES

1 Directors

The following table sets out information relating to the Directors:

Name Current position in respect of NCC Group		Date of birth
Paul Mitchell	Non-Executive Chairman	10 May 1951
Rob Cotton	Chief Executive	15 February 1965
Atul Patel	Finance Director	14 April 1967
Debbie Hewitt MBE	Senior Independent Non-Executive Director	31 August 1963
Thomas Chambers	Independent Non-Executive Director	30 June 1961
Chris Batterham	Independent Non-Executive Director	29 March 1955

The business address of each of the Directors is Manchester Technology Centre, Oxford Road, Manchester, M1 7EF.

2 Directors' profiles

The name, business experience and principal business activities outside NCC Group of the current Directors, as well as the date of their respective initial appointments as the Directors, are set out below.

Paul Mitchell (Non-Executive Chairman)

Paul Mitchell was appointed a Director of NCC Group on 28 March 2003. He is a Non-Executive Director of Rickitt Mitchell & Partners Limited, a corporate finance advisory firm based in Manchester. He is also Non-Executive Chairman of Styles & Wood Group plc. He is a qualified Chartered Accountant. He is Chairman of the Nomination Committee.

In addition to these directorships and those within NCC Group, Paul holds or has held in the past five years the following directorships:

Company	Status (current/previous)
Airangel Limited	Current
Little Greene Limited	Current
APP Leasing Limited	Current
The Little Greene Paint Company Limited	Previous (resigned on 4 March 2014)
Landmarq Asset Management Limited (dissolved)	Previous (company was dissolved on 16 July 2013)
Kennel Bonanza Limited (dissolved)	Previous (company was dissolved on 2 July 2013)
Kent and Alpine Properties Limited (dissolved)	Previous (company was dissolved on 25 October 2011)

Paul is or has been a partner in the following partnerships during the past five years:

Status (current/previous)
Current
Current
Current
Current
Previous
Previous
Previous

Rob Cotton (Chief Executive)

Rob Cotton was appointed Chief Executive in 2003, having joined NCC Group as Finance Director and Managing Director of the Escrow division in 2000. He steered NCC Group through its move to the London Stock Exchange's main market in July 2007 following admission to AIM in July 2004, and through a management buy-out in April 2003. A qualified Chartered Accountant, he previously held a number of director and senior management positions in industry. Rob is a member of the Nomination Committee.

Save for the directorships of members of the Group, Rob has not held any other directorships or been a partner in any partnership in the past five years.

Atul Patel (Finance Director)

Atul Patel joined NCC Group initially on an interim basis on 18 February 2011 before being appointed to the Board on a full time basis on 19 April 2011. He was formerly a Divisional Finance Director within Tribal Group plc, being responsible for the Government and Health division, operating the finance and support functions as well as advising on business transformation and business integration. A qualified Chartered Accountant, Atul joined the management consultancy division of PricewaterhouseCoopers after qualifying.

Save for directorships of members of the Group and his current appointment as a director of The Oldham Coliseum Theatre Limited, Atul has not held any other directorships or been a partner in any partnerships in the past five years.

Debbie Hewitt MBE (Senior Independent Non-Executive Director)

Debbie Hewitt joined NCC Group in September 2008 as a Non-Executive Director. She has an MBA, is a Fellow of the Chartered Institute of Personnel Development and was awarded an MBE for services to Business and the Public Sector in 2011. She is Non-Executive Chairman of Moss Bros Group plc, White Stuff Limited, Evander Group Limited and Visa UK Limited and Non-Executive Director of Redrow plc, The Restaurant Group Limited, Domestic and General Group Holdings Limited and BGL Group Limited. Debbie is Chair of the Remuneration Committee and a member of the Audit and Nomination Committees.

Company	Status (current/previous)
The Restaurant Group plc	Current
White Stuff Group Limited	Current
Cherry Bidco Limited	Current
Cherry Topco Limited	Current
Cherry Midco 1 Limited	Current
Cherry Midco 2 Limited	Current
Evander Glazing and Locks Limited	Current
Evander Group Trustee Limited	Current
Evander Limited	Current
Highway Glass Limited	Current
Highway Windscreens (UK) Limited	Current
	Previous (company was dissolved on 4 November
Luminar Group Holdings plc (dissolved)	2011)
Mouchel Group plc	Previous
HR Owen plc	Previous
	Previous (company was dissolved on 18 November
PD Hewitt Limited	2014)

In addition to these directorships and those within NCC Group, Debbie holds or has held in the past five years the following directorships:

She has not been a partner in any partnerships during the past five years.

Thomas Chambers (Independent Non-Executive Director)

Thomas Chambers joined NCC Group in September 2012. Thomas was CFO of smartphone operating systems developer Symbian Limited from 2001 until its sale to Nokia Oyj in 2009, and prior to that, CFO of DSL provider First Telecom. He is a Chartered Accountant and has held roles with Kleinwort Benson, the European Bank for Reconstruction and Development and Price Waterhouse. He is also Non-Executive Chairman at recruitment company Propel London Limited and a Non-Executive Director of Kings Arms Yard VCT plc and Niu Solutions Holdings Limited and Non-Executive Treasurer of the University of Surrey. Thomas is Chair of the Audit Committee and a member of the Remuneration and Nomination Committees.

In addition to these directorships and those within NCC Group, Thomas holds or has held in the past five years the following directorships:

Company	Status (current/previous)
Wine Equals Friends Limited	Current
Tadsum Limited	Current
Blackwell Developments (Guildford) Limited	Current
System C Healthcare Limited	Previous
Kings Arms Yard VCT 2 plc (dissolved)	Previous (dissolved on 8 April 2013)

Thomas has been a partner in the following partnerships during the past five years:

Partnership	Status (current/previous)
FIM Sustainable Timber & Energy L.P.	Current
Amadeus III Affiliates Fund L.P.	Current

Chris Batterham (Independent Non-Executive Director)

Chris Batterham joined NCC Group in May 2015 as a Non-Executive Director. Chris is a qualified chartered accountant and was Finance Director of Unipalm plc before becoming CFO of Searchspace Limited until 2005. He is currently Non-Executive Chairman of Eckoh plc and a Non-Executive Director of SDL plc, Iomart Group plc and Toumaz Group Ltd. Chris is a member of the Audit, Remuneration and Nomination Committees.

In addition to these directorships and those within NCC Group, Chris holds or has held in the past five years the following directorships:

Company	Status (current/previous)
Blue Prism Limited	Current
Office2Office Limited	Previous
The Risk Advisory Group (Holdings) Plc	Previous
DRS Data and Research Services Public Limited
Company	Previous
The Sporting Exchange (Clients) Limited	Previous

He has not been a partner in any partnerships during the past five years.

3 Senior Managers

The following table sets out information relating to the Senior Managers:

Name Current position in respect of NCC Group		Date of birth
Roger Rawlinson	Group Managing Director, Assurance	16 March 1962
Rob Horton	European Managing Director of Security Consulting	9 March 1976
Daniel Liptrott	Group Managing Director, Escrow	10 May 1972
Joel Wallenstrom	Group Managing Director, Domain Services	10 November 1968

The business address of each of the Senior Managers is Manchester Technology Centre, Oxford Road, Manchester, M1 7EF.

4 Senior Managers' profiles

Roger Rawlinson (Group Managing Director, Assurance)

Roger Rawlinson is responsible for the operational management of the Group's Assurance division. He has worked for the Group for over 20 years in a variety of testing and consultancy roles and was appointed as a (non-statutory) director in 2004.

Save for directorships of members of the Group, Roger has not held any other directorships or been a partner in any partnership in the past five years.

Rob Horton (European Managing Director of Security Consulting)

Rob Horton joined the Group in 2008 and has managed and grown security consultancy services in the Group's Assurance division, as well as overseeing the integration of a number of the acquired security testing companies into the Group. Rob was a director of Next Generation Security Software Limited, a security testing company he co-founded from its formation in 2001 through to its successful integration into the Group.

Save for directorships of members of the Group, Rob has not held any other directorships or been a partner in any partnership in the past five years.

Daniel Liptrott (Group Managing Director, Escrow)

Daniel Liptrott is responsible for the management and strategic development of the Group's Escrow division globally. Daniel joined the Group in November 2013 from private practice where he had been a corporate partner at a number of international law firms. From 2006 until 2011, he had been the Group's outside counsel at Eversheds LLP and advised on a range of issues including its move to the main market of the London Stock Exchange in 2007 and a number of the Group's acquisitions.

Save for directorships of members of the Group and his previous appointments as a member of Eversheds LLP (a position which he ceased to hold on 22 August 2013) and a member of Squire Patton Boggs (UK) LLP (a position which he ceased to hold on 21 November 2013), Daniel has not held any other directorships or been a partner in any partnership in the past five years.

Joel Wallenstrom (Group Managing Director, Domain Services)

Joel Wallenstrom is responsible for the development of the Group's Domain Services division based in San Francisco. He joined the Group upon the acquisition of iSEC Partners, Inc. in October 2010, where he had been one of the founding partners. Joel ran the North American security consulting business, of which iSEC was part until 31 May 2014. After a yearlong sabattical, he returned to the Group in 2015 and assumed his current role as Group Managing Director of the Group's Domain Services division with effect from 1 June 2015.

Save for directorships of members of the Group, Joel has not held any other directorships or been a partner in any partnership in the past five years.

5 Interests of the Directors and the Senior Managers

As at 23 November 2015 (being the latest practicable date prior to the publication of this document), the interests (including beneficial interests) of the Directors, the Senior Managers, their immediate families and (so far as is known to them or could with reasonable diligence be ascertained by them) persons connected (within the meaning of section 252 of the Companies Act) with them in the issued share capital of NCC Group, including: (i) those arising pursuant to transactions notified to NCC Group pursuant to DTR 3.1.2R of the Disclosure and Transparency Rules or (ii) those of connected persons of the Directors, which would, if such connected person were a Director, be required to be disclosed under (i) above, together with such interests as are expected to subsist immediately following Placing and Open Offer Admission are set out in the following table.

	As at 23 November 2015		Interests immediately following Placing and Open Offer Admission(1)
	Number of NCC Group Ordinary Shares	Percentage of issued share capital of NCC Group	Number of NCC Group Ordinary Shares	Percentage of issued share capital of NCC Group
Name of Director/Senior Manager
Paul Mitchell	629,600	0.3	629,600	0.2
Rob Cotton	5,422,748	2.4	5,422,748	2.0
Atul Patel	95,713	0.0	95,713	0.0
Debbie Hewitt MBE	33,990	0.0	33,990	0.0
Thomas Chambers	19,000	0.0	19,000	0.0
Chris Batterham	20,000	0.0	20,000	0.0
Roger Rawlinson	941,658	0.4	941,658	0.3
Rob Horton	47,094	0.0	47,094	0.0
Daniel Liptrott	—	—	—	—
Joel Wallenstrom	—	—	—	—

Note:

Taken together, the combined percentage interest of the Directors and the Senior Managers in the issued ordinary share capital of NCC Group as at 23 November 2015 was approximately 3.1 per cent. Taken together, the combined percentage interest in the issued ordinary share capital of NCC Group of the Directors and the Senior Managers immediately following Placing and Open Offer Admission is expected to be approximately 2.6 per cent.

The outstanding options and awards over NCC Group Ordinary Shares held by the Directors and the Senior Managers pursuant to the LTIP and Sharesave Plan are set out in the table below. Further information on the Share Schemes is set out in section 12 of Part XVI of this document.

⁽¹⁾ Figures are calculated assuming that the interests in NCC Group of the Directors and the Senior Managers as at close of business on 23 November 2015 do not change, that 45,936,293 NCC Group Ordinary Shares are issued pursuant to the Issue and that no further issues of NCC Group Ordinary Shares occur between publication of this document and the date of allotment and issue of the New Ordinary Shares.

	Unvested NCC Group Ordinary Shares under LTIP1	Unexercised options under Sharesave Plan	Unvested NCC Group Ordinary Shares under DB Plan	Unvested options under ISO Plan
Name of Director/Senior Manager
Rob Cotton	759,580	13,878	52,614	—
Atul Patel	348,787	11,867	18,372	—
Roger Rawlinson	387,501	13,878	23,396	—
Rob Horton	215,627	17,873	—	—
Daniel Liptrott	192,600	11,867	—	—
Joel Wallenstrom	—	—	—	35,375

1 The vesting of LTIP awards is subject to the satisfaction of performance conditions.

6 Remuneration of the Directors

This section provides information on the remuneration arrangements for the Directors. The aggregate remuneration for the Directors for the year ended 31 May 2015 was £1.6 million (2014: £1.7 million).

The Directors' remuneration is reviewed annually by the Remuneration Committee and any changes take effect from 1 June. At each review, the Remuneration Committee considers the experience and performance of NCC Group's Executive Directors in their roles over the previous year against a number of key performance indicators relating to both individual and corporate measures of performance. The relevant Director's experience and performance are then considered against the market positioning of pay for the relevant role. The Remuneration Committee also takes into account pay and employment conditions across senior management within NCC Group when determining the remuneration of NCC Group's Executive Directors. The remuneration of NCC Group's Non-Executive Directors reflects the anticipated time commitment to fulfil their duties.

The Executive Directors' remuneration for the financial year ended 31 May 2015 was as follows (in £000's):

Director	Year ended	Base Salary	Benefits1	Pension Contributions	Annual Bonus2	Long-term incentive3	Other4	Total
Rob Cotton	31 May 2015	470	29	47	342	105	—	993
Atul Patel	31 May 2015	209	26	21	152	49	11	468

¹ Taxable benefits included the provision to every Executive Director of a car or car allowance, payment of private fuel, car insurances, private medical insurance, life assurance and permanent health insurance.

2 Annual Bonus payments for performance in the relevant financial year. 35% of this bonus is deferred in shares for two years.

3 Long-term incentive awards vesting under the LTIP.

4 The value of the awards vesting under the Sharesave Plan.

The fees payable to the Non-Executive Directors for the financial year ended 31 May 2015 was as follows:

	31 May 2015
	£000
Paul Mitchell	75
Debbie Hewitt MBE	51
Thomas Chambers	43
Chris Batterham	3

7 Directors' service contracts and letters of appointment

The Executive Directors of NCC Group have service contracts and the Non-Executive Directors have letters of appointment. The service contracts and letters of appointment can be terminated by either party in accordance with the notice periods set out below:

Director	Date of letter of appointment	Notice period
Paul Mitchell1	26 June 2007	3 months
Rob Cotton2	8 July 2004	1 year
Atul Patel	19 April 2011	6 months
Debbie Hewitt MBE	18 September 2008	3 months
Thomas Chambers	20 September 2012	3 months
Chris Batterham	1 May 2015	3 months

(1) Paul Mitchell was appointed as a Director on 28 March 2003. Paul Mitchell's current letter of appointment was entered into on 26 June 2007.

(2) Rob Cotton was appointed as a Director on 28 March 2003. Rob Cotton's current service contract was entered into on 8 July 2004.

In accordance with best practice, all the Directors will submit themselves for re-election at the forthcoming annual general meeting in 2016 and it is intended that they will continue to do so each year thereafter.

There are no pre-determined special provisions for Executive Directors with regard to compensation in the event of loss of office. Payments on termination for Executive Directors are restricted to the value of salary and contractual benefits for the duration of the notice period.

8 Directors' confirmations

Save as detailed below, no Director or Senior Manager has, during the five years prior to the date of this document:

(a) been convicted in relation to a fraudulent offence;
(b) been associated with any bankruptcy, receivership or liquidation while acting in the capacity of a member of the administrative, management or supervisory body or senior manager of any company;
(c) been subject to any official public incrimination and/or sanction by statutory or regulatory authorities (including designated professional bodies); or
(d) been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of any issuer or from acting in the management or conduct of the affairs of any issuer.

Paul Mitchell was a director of Kent and Alpine Properties Limited from 30 March 2009 until 25 October 2011, the latter date being the date upon which Kent and Alpine Properties Limited was dissolved after having been put into voluntary liquidation.

Paul Mitchell was a director of Kennel Bonanza Limited from 15 May 2012 until 26 June 2013 when the company was dissolved.

Debbie Hewitt was a director of Luminar Group Holdings plc (''Luminar'') from 20 July 2007 until 4 November 2011. Luminar went into administration on 7 November 2011 and subsequently went into liquidation on 1 May 2014.

Thomas Chambers was a director of Kings Arms Yard VCT 2 plc from 13 January 2010 until 8 April 2013, the latter being the date upon which Kings Arms Yard VCT 2 plc was dissolved after having been put into voluntary liquidation.

9 Conflicts of interest

Other than as disclosed in this section 9, there are no actual or potential conflicts of interests between any duties any of the Directors have to NCC Group, either in respect of the Acquisition or the Issue or otherwise, and the private interests and/or other duties they may also have.

NCC Group's Non-Executive Chairman, Paul Mitchell, is a Non-Executive Director of Rickitt Mitchell & Partners Limited. Rickitt Mitchell provides an outsourced acquisition service to NCC Group which facilitates the delivery of acquisition targets which have been identified and approved by the Board. In relation to the Acquisition and the Issue, Rickitt Mitchell will receive a corporate finance advisory fee of £750,000.

Except in relation to the related party transactions disclosed on page 148 of NCC Group's Annual Report and Accounts for the year ended 31 May 2015 (note 26 to the consolidated financial statements), no Director has or had during the financial year ended 31 May 2015 a material interest in any significant contract with NCC Group or any of its subsidiaries.

No Director was selected to be a director of NCC Group pursuant to any arrangement or understanding with any major customer, supplier or other person having a business connection with NCC Group.

No restrictions have been agreed by any Director on the disposal within a certain period of time of his holding in NCC Group securities.

There are no family relationships between any of the Directors.

10 Corporate governance

10.1 Board practices

The UK Corporate Governance Code recommends that at least half the members of the board of directors (excluding the chairman) of a public limited company incorporated in the United Kingdom should be independent in character and judgement and free from relationships or circumstances which are likely to affect, or could appear to affect, their judgement. As at the date of this document, NCC Group is in compliance with the provisions of the UK Corporate Governance Code, except that NCC Group does not comply with provision A.3.1 of the UK Corporate Governance Code as the Non-Executive Chairman of NCC Group does not meet the independence criteria set out in provision B.1.1 of the UK Corporate Governance Code.

The composition of the Board will not change as a result of the Acquisition and the Issue and the roles of the Non-Executive Chairman and the Chief Executive of NCC Group will be distinct and separate, with a clear division of responsibilities.

10.2 Board committees

The following committees would continue to be in existence following completion of the Acquisition and the Issue. Each would continue to have formally delegated duties and responsibilities with written terms of reference. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises.

10.3 Nomination Committee

Paul Mitchell, Non-Executive Chairman of the Board, is chair of the Nomination Committee. The other members of the Nomination Committee are the three independent Non-Executive Directors, Debbie Hewitt, Thomas Chambers and Chris Batterham, and the Chief Executive, Rob Cotton.

The Nomination Committee is responsible for monitoring the size, structure, balance, composition and progressive refreshing of the Board, reviewing the leadership needs of the Group, making recommendations to the Board on new Board appointments, succession planning and reviewing annually the time required from Non-Executive Directors.

Before any appointment is made by the Board, the Nomination Committee evaluates the balance of skills, knowledge, experience and diversity on the Board and, in the light of this evaluation, prepares a description of the role and capabilities required for a particular appointment.

10.4 Remuneration Committee

Debbie Hewitt is the chairman of the Remuneration Committee. Thomas Chambers and Chris Batterham are the other members of the Remuneration Committee.

The Remuneration Committee makes recommendations to the Board on NCC Group's framework of executive remuneration and determines, on its behalf, specific remuneration packages for each of the Executive Directors (including bonuses, incentive payments and share options or other share awards), the Chairman and other senior executives. The remuneration of the independent Non-Executive Directors is a matter for the Chairman and the executive members of the Board. The Remuneration Committee normally meets at least twice a year.

10.5 Audit Committee

Thomas Chambers, a chartered accountant with recent and relevant financial experience, is the chairman of the Audit Committee. Debbie Hewitt and Chris Batterham are the other members of the Audit Committee.

The purpose of the Audit Committee is to assist the Board in the discharge of its responsibilities for financial reporting and corporate control, including risk and to provide a forum for reporting by the external auditors. The Audit Committee's main responsibilities include, inter alia, reviewing financial statements, internal controls and audit findings, advising on the appointment of the external auditor and overseeing the relationship with the external auditor and monitoring their independence and objectivity, reviewing the extent of any non-audit work undertaken by the external auditors and monitoring the Group's whistleblowing and anti-bribery procedures. The Audit Committee meets at least three times a year.

11 Employees

The average number of staff employed by the Group for the years ended 31 May 2013, 31 May 2014 and 31 May 2015 is set out below:

	2015	2014	2013
Number of employees	1,093	991	910

The number of employees set out above includes consultants on associate contracts.

As at 23 November 2015 (being the latest practicable date prior to the publication of this document), the Group employed 1,346 employees. As at 31 October 2015, the Group engaged 162 consultants on associate contracts.

12 Share Schemes

The Group operates the following share incentive arrangements:

* the LTIP;
* the DB Plan;
* the Sharesave Plan;
* the EMI;
* the CSOP;
* the ISO Plan; and
* the ESPP.

Each of the Share Schemes allow directors and employees of the Group to acquire NCC Group Ordinary Shares.

The principal features of the Share Schemes are as follows:

12.1 LTIP

(A) Overview

The LTIP was approved by Shareholders at the annual general meeting on 12 September 2013. The LTIP allows for the grant of awards (which take the form of an option to acquire NCC Group Ordinary Shares with an aggregate exercise price of £1, which is payable on each occasion of exercise).

(B) Eligibility

All UK employees and full-time directors of the Group are eligible to participate in the LTIP at the discretion of the Remuneration Committee.

(C) Administration

The LTIP is administered by the Remuneration Committee. The LTIP is operated in conjunction with the NCC 2004 Employee Share Ownership Trust which is administered by offshore trustees.

(D) Individual participation limit

The maximum value of NCC Group Ordinary Shares which an individual may receive under an award under the LTIP in any financial year will not exceed the amount of his annual basic salary for that financial year (or the preceding year if greater).

(E) Vesting

The vesting of an award is generally subject to the achievement of performance conditions specified by the Remuneration Committee at the time of grant of award and measured over a measurement period. Vesting cannot generally occur until the end of the measurement period and awards will vest and may be exercised within ninety days of the end of such measurement period, on a date determined by the Remuneration Committee. Awards may not be exercised later than the Business Day immediately prior to the fourth anniversary of grant.

If events occur which cause the Remuneration Committee to reasonably consider that the performance conditions applicable to an award no longer represent a fair measure of the performance, the Remuneration Committee may, in its discretion, vary the performance conditions.

(F) Measurement period

The length of the measurement period for the performance conditions in respect of any award is thirty six months commencing at the beginning of the financial year in which the award is made or on any other day as is determined by the Remuneration Committee at the date of grant of an award.

(G) Cessation of employment

If a participant ceases to be an employee of the Group before the end of the performance measurement period applicable to any award by reason of death, permanent illness or disability, that award will vest on a pro rata basis based on the period of time from the commencement of such measurement period up to the date of cessation of employment and may only be exercised during the six months commencing with the date of cessation of employment. If a participant ceases to be an employee before the end of the performance measurement period applicable to any award for any other reason, that award will normally lapse unless the Remuneration Committee determines that it may vest, in which case it will vest and may be exercised to the extent and within the time determined by the Remuneration Committee (taking into account the period of time which has elapsed since the grant of the award and such other factors as the Remuneration Committee deems appropriate).

(H) Corporate events

In the event of takeover, compromise or arrangement, or voluntary winding up of NCC Group prior to the end of the performance measurement period applicable to any award, that award may vest and be exercised to the extent and during the period determined by the Remuneration Committee taking into account the performance of NCC Group up to that date and such other factors as the Remuneration Committee deem appropriate. In the event of takeover, compromise or arrangement, or voluntary winding up of NCC Group after the end of the performance measurement period applicable to any award, that award may be exercised during a period of thirty days following notification of such event, following which it will lapse.

(I) Clawback

Awards are subject to clawback provisions (pursuant to which awards may be reduced or cancelled in whole or in part and/or a participant may be required to forfeit NCC Group Ordinary Shares and/or repay value already received) in the event of a material misstatement of any accounts of the Group which have been used for assessing achievement of performance conditions, or in the event of misconduct by the participant or material breach of his/her contract of employment or fiduciary duties.

(J) Grant of awards

Awards may not be made at a time at which dealing in shares is prohibited as a consequence of any dealing code or law, regulation or order. Without further shareholder approval, awards under the LTIP may only be made within ten years of shareholder approval of the LTIP.

(K) Variation of share capital

In the event of a variation of share capital, the number of NCC Group Ordinary Shares subject to a subsisting LTIP award may be adjusted in such manner as the Remuneration Committee determine.

(L) Dilution limits

The LTIP may operate over new issue NCC Group Ordinary Shares, Treasury Shares or NCC Group Ordinary Shares purchased in the market. In any ten year period, NCC Group may not issue new NCC Group Ordinary Shares (or grant rights to issue) over more than 10 per cent of the issued share capital of NCC Group under the LTIP or any other employee share scheme adopted by NCC Group.

(M) Amendments

The Remuneration Committee may alter the LTIP but certain amendments to the advantage of participants cannot take effect without shareholder approval, unless they are minor amendments to benefit the administration of the plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control, or regulatory treatment for participants of the LTIP. The amendments which will generally require shareholder approval are amendments to the maximum and individual limits on the number of NCC Group Ordinary Shares which can be offered under the LTIP, the category of person who may participate, the basis for determining a participant's entitlement under the LTIP, the rights attaching to NCC Group Ordinary Shares issued under the LTIP, the provisions for adjusting awards in the event of a variation of share capital, the clawback provision and the provisions for altering the terms of the LTIP.

(N) Rights attaching to NCC Group Ordinary Shares

Any NCC Group Ordinary Shares allotted pursuant to the LTIP will rank equally with NCC Group Ordinary Shares then in issue (except for rights arising by reference to a record date prior to the date of exercise of an award).

(O) General

Awards made under the LTIP are personal to the award holder and may not be transferred or assigned other than on death.

None of the benefits which may be received under the LTIP shall be pensionable.

12.2 DB Plan

(A) Overview

The DB Plan was approved by Shareholders at the annual general meeting on 16 September 2014. The DB Plan operates as a sub-plan to the LTIP and is administered by the Remuneration Committee. Awards take the form of nominal cost options to acquire NCC Group Ordinary Shares.

In respect of any financial year of NCC Group for which a participant is awarded an annual bonus, the Remuneration Committee may in its discretion determine that the whole or a proportion of such bonus which is earned shall be deferred in the form of an award of NCC Group Ordinary Shares under the DB Plan.

The number of NCC Group Ordinary Shares subject to an award will be determined by dividing the amount of the annual bonus to be deferred by the average closing mid-market share price for NCC Group Ordinary Shares for the five dealing days immediately preceding the date on which the award is made. The value of the NCC Group Ordinary Shares which may be subject to an award may not exceed the value of the bonus to which the award relates.

Awards shall vest and be exercisable after a deferral period (''Deferral Period'') specified by the Remuneration Committee at the time the award is made which shall not be less than two nor more than five years following the end of the financial year in respect of which the bonus was earned.

(B) Eligibility

All UK employees and full-time directors of the Group are eligible to be considered for the grant of awards under the DB Plan.

(C) Leavers

Vesting of awards under the DB Plan shall generally be subject to the continued employment of the participant during the Deferral Period. Exceptionally, if a participant ceases to be an employee during the Deferral Period applicable to an award by reason of death, permanent illness or disability, that award will vest and may be exercised on a pro rata basis during the six months period following such cessation (or such longer period as the Remuneration Committee may determine) based on the period of time during the Deferral Period up to the date of cessation of employment. If a participant ceases to be an employee during the Deferral Period for any other reason, that award will normally lapse unless the Remuneration Committee determines that it may vest, in which case it will vest and may be exercised during the six months period following such cessation (or such longer period as the Remuneration Committee may determine) to the extent determined by the Remuneration Committee taking into account the period of time which has elapsed during the Deferral Period up until the cessation of employment and such other factors as the Remuneration Committee deems appropriate. If a participant ceases to be an employee after the Deferral Period applicable to an award he may exercise his awards during the six months following such cessation or such longer period as the Remuneration Committee may determine as at the date of such cessation.

(D) Corporate events

In the event of takeover, compromise or arrangement, or voluntary winding up of NCC Group an award will vest and may be exercised during a period of thirty days or such longer period as the Remuneration Committee may determine following notification of such event, following which it will lapse.

(E) Dividend equivalents

An award may be granted on terms that entitles the participant to a cash payment equal to the value of dividends (including the value of any tax credit thereon) that would have been paid since the date on which the award was made until the time when the award vests, on a number of NCC Group Ordinary Shares equal to the number in respect of which the award vests.

(F) Clawback

Awards will be subject to clawback provisions during the Deferral Period (pursuant to which awards may be reduced or cancelled in whole or in part and/or a participant may be required to forfeit NCC Group Ordinary Shares and/or repay value already received) in the event of a material misstatement of any accounts of the Group which have been used for assessing achievement of performance conditions in determining the amount of the annual bonus payable, or in the event of misconduct by the participant or material breach of his contract of employment or fiduciary duties.

(G) Dilution limits

The DB Plan may operate over new issue NCC Group Ordinary Shares, Treasury Shares or NCC Group Ordinary Shares purchased in the market. In any ten year period, NCC Group may not issue new NCC Group Ordinary Shares (or grant rights to issue) of more than 10 per cent of the issued share capital of NCC Group under all NCC Group employee share schemes.

(H) Grant period

Awards may normally be made under the DB Plan within 42 days after the announcement by NCC Group of its interim or final results or of its results for any other period, although awards may be made outside these periods if the circumstances are deemed to be exceptional. Awards may not be made at a time at which dealing in shares is prohibited as a consequence of any dealing code or law, regulation or order and in the event that any such restriction applies, award may be granted within the 42 days following the lifting of such restrictions.

(I) Rights attaching to Shares

Any NCC Group Ordinary Shares allotted pursuant to the DB Plan will rank equally with NCC Group Ordinary Shares then in issue (except for rights arising by reference to a record date prior to the date of exercise of an award).

(J) Variation of share capital

In the event of a variation of share capital, the number of NCC Group Ordinary Shares subject to a subsisting award may be adjusted in such manner as the Remuneration Committee determines.

(K) Amendments

NCC Group may alter the DB Plan but certain amendments to the advantage of participants cannot take effect without shareholder approval, unless they are minor amendments to benefit the administration of the DB Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or NCC Group or other members of the NCC Group. The amendments which will generally require shareholder approval are amendments to the maximum and individual limits on the number of NCC Group Ordinary Shares which can be awarded under the DB Plan, the category of persons who may participate, the basis for determining a participant's entitlement under the DB Plan, the rights attaching to NCC Group Ordinary Shares issued under the DB Plan, the provisions for adjusting awards in the event of a variation of share capital and the provisions for altering the terms of the DB Plan.

(L) General

Awards made under the DB Plan are personal to the award holder and may not be transferred other than on death.

None of the benefits which may be received under the DB Plan shall be pensionable.

Awards may not be exercised later than the Business Day immediately preceding the tenth anniversary of grant.

12.3 Sharesave Plan

(A) Overview

The Sharesave Plan was approved by Shareholders at the annual general meeting on 12 September 2013 (as amended by the Board on 20 August 2015). The Sharesave Plan was approved by HMRC and allows for the grant of options to acquire NCC Group Ordinary Shares at a price to be determined by the Board being not less than the greater of (i) 80 per cent. of the market value of a NCC Group Ordinary Share at the date of invitation to apply for grant of an option; and (ii) the nominal value of a NCC Group Ordinary Share.

(B) Eligibility

All UK resident employees and full-time directors (having a working week of at least 25 hours per week), whose earnings from the office or employment are chargeable to tax under Income Tax (Earnings and Pensions) Act 2003 (''ITEPA''), of the NCC Group and whom have been with the NCC Group for a qualifying period determined by the Board (not exceeding five years), are eligible to participate.

(C) Savings contract

Each participant must enter into a savings contract (''Contract'') approved by the Board for a period of 3 or 5 years under which he agrees to make monthly savings of an amount decided by him, but subject to minimum and maximum amounts specified by the Board and permitted by legislation (currently between £5 and £500 per month).

(D) Grant of options

The number of NCC Group Ordinary Shares over which a participant will be granted an option will be the largest whole number of NCC Group Ordinary Shares which, taking into account the price payable on exercise of the option, can be purchased with the amounts saved under the Contract on the bonus date (being the earliest date that an option may be exercised).

(E) Exercise and lapse of options

Options are normally exercisable during a six month period following the third or fifth anniversary of commencement of the Contract.

Early exercise of an option is permitted in the event of cessation of the participant's employment within the Group by reason of death (by the participant's personal representatives), within 12 months after the date of death.

Early exercise is also permitted in the event of cessation of the participant's employment within the Group as a result of injury, disability, redundancy, retirement, or if NCC Group ceases to control the participant's employing company or business. In such circumstances the option may be exercised by the earlier of six months following cessation of employment and six months after the bonus date.

If a participant ceases to be employed within the Group for any other reason, his outstanding options under the Sharesave Plan will lapse.

Early exercise is also permitted in the event that a person (or group of persons) obtains control of NCC Group as a result of a takeover (resulting from a general offer), compromise or arrangement, for all of the issued ordinary share capital of NCC Group, but no later than the date falling six months after such event.

In the event of a voluntary winding up of NCC Group the participant may exercise his options by the earlier of six months of commencement of the winding up and six months after the bonus date.

(F) Exchange of options

In the event that a person (or group of persons) obtains (or becomes entitled or bound to obtain) control of NCC Group as a result of a takeover, compromise or arrangement, the participant may, during a specified six month period, agree with the acquiring company to release his option(s) in exchange for equivalent new rights over shares in the acquiring company (or a company associated with it).

(G) Dilution limits

The total number of NCC Group Ordinary Shares issued or issuable on the exercise of options granted under the Sharesave Plan, or any other share plan adopted by NCC Group, in the previous ten years shall not exceed 10 per cent. of the issued share capital of NCC Group (including any Treasury shares).

(H) Grant period

Invitations in relation to the Sharesave Plan may normally be made within 42 days after the announcement by NCC Group of its interim or final results or of its results for any other period and options must be granted no later than 27 days following the issue of the invitations, although options may be granted outside these periods if the circumstances are deemed to be exceptional. Awards may not be made at a time at which dealing in shares is prohibited as a consequence of any dealing code or law, regulation or order.

Without further shareholder approval, options under the Sharesave Plan may only be made within ten years of shareholder approval of the Sharesave plan.

(I) Rights attaching to NCC Group Ordinary Shares

Any NCC Group Ordinary Shares allotted pursuant to the Sharesave Plan will rank equally with NCC Group Ordinary Shares then in issue (except for rights arising by reference to a record date prior to the date of exercise of an option).

(J) Variation of share capital

In the event of a variation of the share capital of NCC Group (subject to Schedule 3 of ITEPA), the number of NCC Group Ordinary Shares subject to a subsisting option and the price payable on exercise of an option, may be adjusted in such manner as the Board considers appropriate.

No such adjustment shall be made if: (i) the aggregate exercise price payable is materially changed or increased beyond the amounts repayable under the Contract; (ii) the NCC Group Ordinary Shares no longer meet the requirements of Schedule 3 ITEPA; or (iii) the exercise price for an option is less than the nominal value of NCC Group Ordinary Shares (unless the Board authorises the capitalisation of reserves).

(K) Amendments

The Board may alter the Sharesave Plan but certain amendments to the advantage of participants cannot take effect without shareholder approval, unless they are minor amendments to benefit the administration of the Sharesave Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or NCC Group. The amendments which will generally require shareholder approval are amendments to the maximum and individual limits on the number of NCC Group Ordinary Shares which can be offered under the Sharesave Plan, the category of persons who may participate, the basis for determining a participant's entitlement under the Sharesave Plan, the rights attaching to NCC Group Ordinary Shares issued under the Sharesave Plan, the provisions for exercise of options on a voluntary winding up of NCC Group, the provisions for adjusting options in the event of a variation of share capital and the provisions for altering the terms of the Sharesave Plan.

(L) General

Options granted under the Sharesave Plan are personal to the participant and may not be transferred other than on death.

None of the benefits which may be received under the Sharesave Plan shall be pensionable.

12.4 EMI Plan

(A) Overview

The EMI was adopted in 2004. No new options will be granted under the EMI.

(B) Eligibility

Any UK full time director or employee of NCC Group (or a qualifying subsidiary) who devotes at least 25 hours per week or (if less) 75 per cent of his total working time to the business of the Group, is eligible to participate in the EMI. Actual participation is at the discretion of the Remuneration Committee.

Options granted under the EMI are personal to the option holder and are not capable of assignment other than on death.

No consideration is payable by the participant in consideration for the grant of an EMI option.

(C) Material interest

No director or employee may participate in the EMI if he has a ''material interest'' in NCC Group, meaning (broadly) ownership or the ability to control 30 per cent. or more of the issued NCC Group Ordinary Shares.

(D) Individual participation limit

Each option holder is subject to a limit of £249,990 in relation to the aggregate market value (measured at the date of grant) of NCC Group Ordinary Shares over which they hold unexercised options that qualify for the purposes of Schedules 4 and 5 of ITEPA. Options may be granted under the EMI above this limit, but the excess above the limit will not benefit from the tax advantages of options that comply with Schedule 5 of ITEPA.

In addition, the aggregate market value (at the date of grant) of NCC Group Ordinary Shares over which options may be granted to any one participant in any one financial year of NCC Group under the EMI and any other share scheme adopted by NCC Group (but excluding options linked to a Contract) must not exceed the amount of that participant's remuneration (excluding benefits in kind but including bonuses earned) for that financial year (or the preceding financial year, if greater).

(E) Exercise

The exercise price for each NCC Group Ordinary Share under option will be set as the higher of the nominal value of a NCC Group Ordinary Share and the market value of a NCC Group Ordinary Share at the date of grant.

An option will become exercisable three years after the date of grant and may be exercised until the tenth anniversary of the date of grant (or such earlier date as determined by the Board).

Exceptionally, options may be exercised early (on a pro rata basis taking into account the time elapsed since the date of grant) where employment ceases due to the participant's death, permanent ill health, disability, or, at the discretion of the Board, on the participant in question leaving employment for any other reason.

In each of these situations (other than on death) the option must be exercised, if at all, by the expiry of the period of six months following the cessation of employment. In the case of death, the participant's personal representatives may exercise the option within 12 months of death.

Where, in these circumstances, exercise is permitted within three years of the date of grant of an option, there shall be no requirement for any performance target to be met.

If the employment ceases for any other reason, the option will lapse.

(F) Performance Target

The Board may impose objective performance conditions which must be satisfied before the EMI option may be exercised.

If events happen which cause the Board to reasonably consider that the performance condition set no longer represents a fair measure of performance, the Board may vary the performance condition(s) provided that any new conditions are no more difficult nor easy to satisfy. Any change in the performance condition will be notified to the option holder in writing.

(G) Dilution

In any ten year period, NCC Group may not issue new NCC Group Ordinary Shares (or grant rights to issue) of more than 10 per cent. of the issued share capital of NCC Group under the EMI or any other employee share scheme adopted by NCC Group.

No options may be granted under the EMI if the total number of NCC Group Ordinary Shares issued or issuable on the exercise of options granted under the EMI, or any other share plan adopted by NCC Group (excluding any options that have lapsed or been surrendered), in the previous ten years shall exceed 10 per cent. of the issued share capital of NCC Group (including any Treasury shares).

(H) Grant period

Options under the EMI may normally be made within 42 days after the announcement by NCC Group of its interim or final results or of its results for any other period although options may be granted outside these periods if the circumstances are deemed to be exceptional.

Without further shareholder approval, options under the EMI may only be made within ten years of shareholder approval of the EMI plan.

(I) Income tax and national insurance contributions

Each participant must agree to indemnify the relevant Group company in relation to any income tax and employee's national insurance contributions that arise as a result of the exercise of any options granted under the EMI.

The option may also be granted on the basis that the option holder agrees to be liable (and indemnify the relevant Group company) in respect of employer's national insurance contributions which arise.

(J) Rights attaching to NCC Group Ordinary Shares

NCC Group Ordinary Shares issued pursuant to the EMI will rank equally with NCC Group Ordinary Shares then in issue (except for any dividends or other distributions declared by reference to a record date prior to the date of exercise of the option).

(K) Corporate events

In the event that a person (or group of persons) obtains control (or becomes bound or entitled to obtain control) of NCC Group as a result of a takeover, amalgamation or reconstruction of NCC Group, options may be exercised under the EMI (to the extent determined by the Board, having regard to performance of NCC Group and any other objective factors), but no later than the date falling six months after such event.

Alternatively, with the agreement of the acquiring company, options may be exchanged for options over shares in the acquiring company or in a company associated with the acquiring company.

(L) Variation of share capital

In the event of a variation of share capital of NCC Group, the number of NCC Group Ordinary Shares subject to and the price payable on exercise of an option may be adjusted.

Except in the case of a capitalisation issue, no adjustment may be made without the prior confirmation in writing of the auditors of NCC Group that the adjustment is in their opinion fair and reasonable.

In addition, no adjustment shall be made if the exercise price of an option is less than the nominal value of NCC Group Ordinary Shares (unless the Board authorises the capitalisation of reserves).

(M) Alterations

The Board may alter the EMI but certain amendments cannot take effect without shareholder approval, unless they are amendments to comply with or take account of a change in legislation or to maintain favourable taxation treatment for NCC Group or option holder or potential option holders.

The amendments which will generally require shareholder approval are amendments to the limits on the number of NCC Group Ordinary Shares which can be offered under the EMI, to the category of persons who may participate, the exercise price of options, the number of NCC Group Ordinary Shares over which an employee may hold an option, the period during which options may be granted and exercised, the rights attaching to NCC Group Ordinary Shares subject to an option, the provisions for adjustment of options and for altering the terms of the EMI and the provisions which apply on a voluntary winding-up of NCC Group.

(N) Pension rights

None of the benefits which may be received under the EMI shall be pensionable.

12.5 CSOP

(A) Overview

The CSOP was approved by Shareholders in general meeting (as amended by the Board on 20 August 2015).

The CSOP enables options to acquire NCC Group Ordinary Shares to be granted to participants. It has a tax-advantaged part (''Tax-advantaged Part'') which operates as a HMRC tax-advantaged company share option plan, and a non tax-advantaged part.

The CSOP is established for the benefit of the employees of the NCC Group and is administered by the Board.

(B) Limits

The total number of NCC Group Ordinary Shares over which options to subscribe may be granted under all share option schemes of NCC Group and issued or issuable under all other share schemes of NCC Group may not, in any consecutive ten year period, exceed 10 per cent. of the NCC Group Ordinary Shares in issue from time to time. Lapsed and surrendered options shall be disregarded for this purpose.

The aggregate subscription price (at the date of grant) of all outstanding options granted to any one participant under the Tax-advantaged Part and under any other plan operated by NCC Group that complies with Schedule 4 of ITEPA (but excluding options which have been exercised, surrendered or cancelled) may not exceed £30,000.

The aggregate market value (at the date of grant) of NCC Group Ordinary Shares over which an option may be granted under the CSOP to a participant in any one financial year of NCC Group will not normally exceed the amount of that participant's remuneration (excluding benefits in kind but including bonuses earned) for that financial year (or the preceding financial year if greater).

(C) Eligibility

Any UK full time director (having a working week of at least 25 hours per week) or employee of the Group is eligible to participate. Actual participation is at the discretion of the Board.

Options granted under the CSOP are personal to the option holder and are not capable of assignment other than on death when the option holder's personal representatives may exercise the option within 12 months following death.

No consideration is payable by the participant in consideration for the grant of an option.

(D) Exercise

The exercise price for each NCC Group Ordinary Share under an option will be the higher of the nominal value of a NCC Group Ordinary Share and the market value of a NCC Group Ordinary Share at the date of grant.

An option will become exercisable three years after the date of grant and until the tenth anniversary of the date of grant (or such earlier date as determined by the Board).

Options may also be exercised early where the participant's employment ceases due to his death, illhealth, injury, disability, redundancy, retirement or, at the discretion of the Board and to the extent specified by the Board on the participant in question leaving employment for any other reason. In each of these situations (other than on death), the option will lapse if not exercised by the expiry of the period of six months following the cessation of employment. In the case of death, the option will lapse if not exercised by the participant's personal representatives within 12 months following death. If the participant's employment ceases for any other reason, the option will lapse.

Where, in these circumstances, early exercise is permitted by the Board, there shall be no requirement for any performance target to be met, but the option may not be exercised in full, but on a pro rata basis taking into account the period of time which has elapsed since the date of grant as a proportion of the three year period from the date of grant. In the case where an option is exercised at the Board's discretion, the Board shall specify the extent to which the option shall be capable of exercise.

(E) Performance targets

The Board may impose objective performance conditions which must be satisfied before an option can be exercised. If events happen which cause the Board to reasonably consider that the performance condition set no longer represents a fair measure of performance, the Board may vary the performance condition provided that any new condition is no more difficult nor easy to satisfy.

(F) Grant of options

Options can be granted 42 days after the announcement by NCC Group of its interim or final results or of its results for any other period.

Awards may not be made at a time at which dealing in shares is prohibited as a consequence of any dealing code or law, regulation or order.

Without further shareholder approval, options may only be granted within 10 years of the adoption date of the CSOP.

(G) Income tax and national insurance contributions

Each participant agrees to indemnify the relevant Group company in relation to any income tax and employee's national insurance contributions that arise as a result of the exercise of any options granted under the CSOP. The Board may determine that the participant shall also be liable for any employer's national insurance contributions which arise.

(H) NCC Group Ordinary Shares issued on exercise of options

NCC Group Ordinary Shares issued on exercise of a CSOP option will rank equally with existing issued NCC Group Ordinary Shares (except that they will not qualify for any dividends or other distributions by reference to a record date prior to the date of exercise of the option).

(I) Takeovers and Voluntary winding-up

In the event that a person (or group of persons) obtains control (or becomes bound or entitled to obtain control) of NCC Group as a result of a takeover, amalgamation or reconstruction of NCC Group, an option may be exercised before the three year anniversary of the date of grant and within six months of the relevant event.

In the event that notice is given for a proposed resolution for the voluntary winding up of NCC Group the participant may exercise his option before commencement of the winding up.

Where the takeover or winding up event occurs within three years of the grant of an option, that option will not necessarily be exercisable in full, but to the extent determined by the Board, having regard to the period since the date of grant, performance of NCC Group and any other objective factors.

In the event that a company obtains (or becomes entitled or bound to obtain) control of NCC Group as a result of a takeover, compromise or arrangement, the participant may, during a specified six month period, agree with the acquiring company to release his option(s) in exchange for equivalent new rights over shares in the acquiring company (or a company associated with it). If the original option was granted under the Tax-advantaged Part (i) the value of the replacement option must be equal to the original option; (ii) the replacement option must be exercisable under the rules of the CSOP; and (iii) the shares subject to replacement option must satisfy the requirements of Schedule 4 to ITEPA.

(J) Variation of share capital

In the event of a variation of share capital of NCC Group, then the Board may (subject in the case of the Tax-advantaged Part, to Schedule 4 of ITEPA) adjust the number of NCC Group Ordinary Shares and the price payable on exercise of an option.

In addition, no adjustment shall be made if the exercise price of an option is less than the nominal value of NCC Group Ordinary Shares (unless the Board authorises the capitalisation of reserves).

(K) Alterations

The Board may alter the rules of the CSOP, but certain alterations cannot take effect without shareholder approval, unless they made in order to benefit the administration of the CSOP, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or the Group.

The amendments which require shareholder approval are amendments to the limits on the number of NCC Group Ordinary Shares which can be offered, the category of persons who may participate, the exercise price of options, the number of NCC Group Ordinary Shares over which a participant may hold an option, the period during which options may be granted and exercised, the rights attaching to NCC Group Ordinary Shares subject to an option, the provisions for adjustment of options and for altering the terms of the CSOP and the provisions which apply on a voluntary winding up of NCC Group.

(L) Pension rights

None of the benefits which may be received under the CSOP shall be pensionable.

12.6 ISO Plan

(A) Overview

The ISO Plan was approved by Shareholders in general meeting and is intended to enable options over NCC Group Ordinary Shares to be granted to US resident employees and directors of the NCC Group in a tax efficient manner. The ISO Plan allows for the grant of options up to 100% of a participant's salary in any financial year of NCC Group, subject to a cap of US\$100,000 on the value of NCC Group Ordinary Shares under the Incentive Stock Options (''ISOs'') which first become exercisable by the participant during any calendar year.

(B) Eligibility

All directors and employees of the NCC Group are eligible to participate in the ISO Plan. Actual participation will be at the discretion of the Board.

(C) Individual participation limit

The aggregate fair market value of NCC Group Ordinary Shares with respect to which ISOs are exercisable for the first time by a participant during any calendar year under the ISO Plan and any other share option plans or schemes of NCC Group, or any member of the Group shall not exceed US\$100,000. Such fair market value is determined as of the date of grant of the ISO. In the event that the aggregate fair market value of NCC Group Ordinary Shares with respect to ISOs exercisable for the first time by a participant during any calendar year exceeds US\$100,000 (measured as at the date of grant), then the excess ISOs granted will, to the extent and in the order in which they were granted, automatically be deemed to be ''nonqualified stock options'', but all other terms and provisions of such ISOs shall remain unchanged. Nonqualified stock options do not have beneficial tax treatment under the US Tax Code.

The aggregate fair market value (at the date of grant) of NCC Group Ordinary Shares under options that may be granted to any one participant in any one financial year of NCC Group under the ISO Plan shall also not generally exceed the amount of that participant's remuneration (excluding benefits in kind) for that financial year (or the preceding financial year if greater).

(D) Exercise of options

The price per NCC Group Ordinary Share payable on exercise of options shall not be less than the higher of (i) the nominal value of a NCC Group Ordinary Share (ii) the market value of a NCC Group Ordinary Share on the date of grant (being the average middle market quotation of a NCC Group Ordinary Share for that date) and (iii) 110% of the market value of a NCC Group Ordinary Share in the case of an option granted to anyone holding 10% or more of the NCC Group Ordinary Shares or shares in any member of the Group (''10% Participant''),.

Options granted under the ISO Plan will normally be exercisable only within the period of three to ten years after the date of grant provided that options granted to a 10% Participant may not be exercised later than the Business Day immediately prior to the 5th anniversary of the date of grant of the option.

Options may be granted subject to objective conditions as to the performance of the NCC Group which must normally be satisfied before the options can be exercised. Having granted options and set a performance condition, where events happen which cause the Board to reasonably consider that such performance conditions no longer represent a fair measure of performance or are no longer appropriate, the Board may vary the performance condition provided that the Board reasonably considers that the performance condition originally set no longer represents a fair measure of performance and provided that any new conditions are no more difficult nor easy to satisfy.

(E) Leavers

Options may be exercised (even if this is within the period of three years from the date of grant) where employment ceases due to the participant's death, disability, redundancy or retirement. In each of these situations options may be exercised until the earlier of (i) six months following the date of the cessation of employment (or 12 months in the case of death), and (ii) the expiry date of the option. To the extent not so exercised, the option will lapse.

Where, in these circumstances, exercise of an option is permitted within three years from the date of grant of an option, there is no requirement for any performance target to be met, but the option may not be exercised in full, but on a pro rata basis taking into account the period of time which has elapsed since the date of grant, other than where exercise is permitted at the Board's discretion, in which case the Board shall specify the extent to which the option shall be capable of exercise.

Where employment ceases for any reason not mentioned above, if this occurs more than three years after the grant of the option, any option may be exercised, to the extent that it is already exercisable at the date of cessation of employment, within the period of six months following cessation (but no later than the expiry date of the option) unless the employment was terminated for ''Cause'' (as such term is defined in the rules of the ISO Plan), in which case the option shall lapse in full. If the cessation of employment occurs within three years from the date of grant of the option, the option shall lapse. Notwithstanding the foregoing (other than the provisions which apply where the employment was terminated for Cause), the Board may in its discretion determine that an option shall not lapse but shall be exercisable to the extent permitted by the Board.

(F) Grant of options

Options may not be granted at a time at which dealing in shares is prohibited as a consequence of any dealing code or law, regulation or order. Options may normally be granted within 42 days following the announcement by NCC Group of its interim or final results or of its results for any other period. If a restriction of dealing prevents the grant of options during such 42 day period, grant of options may take place within the 42 days following the lifting of such restrictions. Without further shareholder approval, options may only be granted within 10 years of adoption of the ISO Plan by the Board.

(G) Dilution limits

The total number of NCC Group Ordinary Shares over which options to subscribe may be granted under the ISO Plan or any other plan of NCC Group which allows for the grant of ISOs may not, in any consecutive ten year period, exceed 10 per cent of the NCC Group Ordinary Shares in issue from time to time. Lapsed and surrendered options shall be ignored for this purpose. Without further shareholder approval, the total number of NCC Group Ordinary Shares over which options to subscribe may be granted under the ISO Plan is 3,000,000 NCC Group Ordinary Shares, subject to adjustment to reflect variations of share capital.

(H) Change of control

In the event of a takeover, amalgamation or reconstruction of NCC Group, options may be exercised under the ISO Plan no later than within the six months following such event provided that if the event occurs within three years of the grant of the option, that option may only be exercised to the extent determined by the Board, having regard to the achievement of performance conditions and all other circumstances, within six months of such event. In such circumstances, the Board may cancel the option for payment of a cash amount equal to the amount by which the aggregate value of the NCC Shares which are subject to the option exceed the aggregate exercise price which is payable in order to exercise such option. Alternatively, with the agreement of the acquiring company, options may be exchanged for options over shares in the acquiring company or in a company associated with the acquiring company.

(I) Variation of share capital

In the event of a variation of share capital by way of capitalisation, rights issue, sub-division, consolidation or reduction of share capital, the number of NCC Group Ordinary Shares over which an option has been made and the exercise price which is payable in order to exercise such option shall be adjusted as determined to be appropriate.

(J) Alterations

The Board may alter the ISO Plan but certain amendments cannot take effect without shareholder approval, unless they are amendments to comply with or to take account of applicable legislation or statutory regulations or any change in them or to maintain favourable taxation treatment for NCC Group or participants or potential participants. The amendments which will generally require shareholder approval are amendments to the limits on the number of NCC Group Ordinary Shares which can be offered, the category of persons who may participate, the exercise price of option, the number of NCC Group Ordinary Shares over which a participant may hold an option, the period during which option may be granted and exercised, the rights attaching to NCC Group Ordinary Shares subject to an option, the provisions for altering share capital and for altering the terms of the ISO Plan and the provisions which apply on a winding up of NCC Group.

(K) General

None of the benefits received under the ISO Plan are pensionable.

Options are personal to the participant and may not be assigned, other than on death.

12.7 ESPP

(A) Overview

The ESPP was approved by Shareholders in general meeting and is intended to enable eligible US employees and directors of the NCC Group to purchase NCC Group Ordinary Shares in a tax efficient way.

Under the ESPP, eligible employees are granted options to purchase NCC Group Ordinary Shares at a price fixed at the time the option is granted. Options are capable of being exercised in a designated period, after a specified period has elapsed following the grant of the options (''Option Period''). Option Periods are typically 12 months in duration but may be up to 27 months in duration.

The ESPP allows employees to purchase NCC Group Ordinary Shares not exceeding the lower of \$25,000 and 10% of the participant's base salary for the year.

(B) Administration

The ESPP is administered by the Board.

(C) Eligibility

Participation in the ESPP is limited to employees of any of NCC Group's subsidiaries which are designated by the Board provided that such subsidiary has a majority of its employees having their tax residence in the United States. No option may be granted to an employee who has a 5% or greater interest in NCC Group or any member of the Group.

(D) Purchase of shares

The issue of transfer of NCC Group Ordinary Shares under the ESPP takes place on the last dealing day of each Option Period or at such other times as may be determined by the Board (''Purchase Date'').

The amount payable by employees for NCC Group Ordinary Shares under an option may be determined by the Board at the date of grant of an option but may not be less than 85% of their fair market value on the lower of: (i) the first dealing day of the Option Period; and (ii) the Purchase Date and may not generally be less than the nominal value of a NCC Group Ordinary Share. The fair market value of a NCC Group Ordinary Share will be the average middle market price of a NCC Group Ordinary Share as quoted on the London Stock Exchange on the relevant date.

The purchase of NCC Group Ordinary Shares on behalf of participants is made utilising amounts credited to each participant's notional savings account by way of post-tax payroll deductions made by that participant's employer. Deductions from payroll will be made during each month or such other periods as may be determined by the Board. As required by the US Tax Code, no employee will be able to acquire NCC Group Ordinary Shares exceeding \$25,000 in value (measured as at the date of grant) in any calendar year in which the option is outstanding at any time, with such value determined based on the fair market value per NCC Group Ordinary Share on the date the options are granted.

The Board may establish a holding period in respect of NCC Group Ordinary Shares which are issued or transferred under the ESPP.

(E) Termination of employment

In the event of an employee's termination of employment within the NCC Group for any reason prior to a Purchase Date, any outstanding option shall lapse in full.

(F) Change of control

In the event of a takeover, amalgamation or reconstruction of NCC Group, the Option Period will terminate and options may be exercised using the amounts credited up to that time in the participant's notional savings account. Alternatively, participants may choose to have such monies repaid to them.

In the event of a reconstruction or amalgamation of NCC Group in which NCC Group is the surviving company, appropriate adjustments may be made to the number of NCC Group Ordinary Shares which are subject to outstanding options and/or to the applicable purchase price in respect of such options.

(G) Grant of options

Options may generally only be granted within 42 days following the announcement by NCC Group of its interim or final results for any period. The first options were granted on 19 February 2013 and thereafter have been granted on the anniversary of this date and shall continue to do so until the Board determines otherwise. If any anniversary of the first date of grant would fall outside the 42 day period following announcement of NCC Group's results or if the grant of options during such period would be prohibited by virtue of any dealing restriction which may be applicable, options may be granted outside that 42 day period.

(H) Dilution limit

The total number of NCC Group Ordinary Shares over which options which involve a subscription for new NCC Group Ordinary Shares may be granted, when aggregated with the total number of NCC Group Ordinary Shares over which options to subscribe for NCC Group Ordinary Shares have been granted under all share option schemes of NCC Group and with NCC Group Ordinary Shares issued or issuable under all other share schemes of NCC Group may not, in any consecutive ten year period, exceed 10 per cent of the NCC Group Ordinary Shares in issue from time to time. Lapsed and surrendered options shall be ignored for this purpose.

Without further shareholder approval, the total number of NCC Group Ordinary Shares over which options to subscribe may be granted under the ESPP is 6,000,000 NCC Group Ordinary Shares, subject to adjustment to reflect variations of share capital.

(I) Variation of share capital

In the event of a variation of share capital by way of capitalisation, rights issue, sub-division, consolidation or reduction of share capital, the number of NCC Group Ordinary Shares over which an option has been granted and the price at which NCC Group Ordinary Shares may be acquired under such option will be adjusted as determined by the Board to be appropriate.

(J) Amendments

The Board may alter the ESPP but certain amendments cannot take effect without shareholder approval, unless they are amendments to comply with or to take account of applicable legislation or statutory regulations or any change in them or to maintain favourable taxation treatment for NCC Group or participants or potential participants. The amendments which will generally require shareholder approval are amendments to the limits on the overall number of NCC Group Ordinary Shares which can be offered, the individual participation limits, the eligibility criteria for participants, the rights attaching to NCC Group Ordinary Shares subject to an option, the provisions for altering share capital and for altering the terms of the ESPP and the provisions which apply on a winding up of NCC Group.

No amendment may be made to the ESPP which will either adversely affect employees' accrued rights to have NCC Group Ordinary Shares purchased on their behalf or reduce the balance of employees' savings accounts. The Board, however, may terminate the ESPP at any time, thereby terminating all outstanding options and refunding amounts then held in the employees' notional savings accounts.

(K) General

All costs and expenses incurred in the administration of the ESPP, other than any brokerage and administrative fees for the sale of NCC Group Ordinary Shares by employees and taxes arising from employees' participation in the ESPP, will be paid by NCC Group.

Options granted under the ESPP are personal to the option holder and may not be transferred.

13 Pension benefits

The Group operates a defined contribution pension scheme that is open to all eligible employees. For the year ended 31 May 2015, the Group made contributions to the pension fund of £1,840,000 (2014: £1,444,000). The outstanding contributions at 31 May 2015 were £208,000 (2014: £136,000).

The Group's pension contributions referred to above have been produced by calculating the total employers contribution to employee pension scheme arrangements for all employees across the Group.

PART XVII

TAXATION CONSIDERATIONS

EACH PROSPECTIVE INVESTOR SHOULD SEEK ADVICE FROM AN INDEPENDENT TAX ADVISER ABOUT THE TAX CONSEQUENCES UNDER ITS OWN PARTICULAR CIRCUMSTANCES OF INVESTING IN NCC GROUP ORDINARY SHARES UNDER THE LAWS OF THE UNITED KINGDOM, THE UNITED STATES AND ITS CONSTITUENT JURISDICTIONS AND ANY OTHER JURISDICTIONS WHERE THE INVESTOR MAY BE SUBJECT TO TAXATION.

1 United Kingdom Taxation

Introduction

The following information, which relates to the UK, is applicable to NCC Group and to persons who hold NCC Group Ordinary Shares as investments and hold less than 10% of the share capital of NCC Group. It is based upon the legislation and practice currently in force in the UK. The information does not deal with the position of certain classes of shareholders, such as dealers in securities. The information is not exhaustive and if potential investors are in any doubt about the taxation consequences of acquiring, holding or disposing of NCC Group Ordinary Shares they should seek advice from their own professional advisers. Investors should note that tax law and interpretation can change and that, in particular, the levels and basis of, and reliefs from, taxation may change and that may alter the benefits of investment in NCC Group.

It is the responsibility of all persons interested in acquiring NCC Group Ordinary Shares to inform themselves as to any income or other tax consequences arising in the jurisdictions in which they are resident or domiciled for tax purposes, as well as any foreign exchange or other fiscal or legal restrictions, which are relevant to their particular circumstances in connection with the acquisition, holding or disposition of NCC Group Ordinary Shares.

Certain United Kingdom Tax Considerations

The following summary is intended as a general guide only and relates only to certain limited aspects of the UK tax consequences of holding and disposing of NCC Group Ordinary Shares. It is based on current UK legislation and what is understood to be the current practice of HM Revenue & Customs (''HMRC'') as at the date of this document, both of which may change, possibly with retroactive effect. Except insofar as express reference is made otherwise, the summary applies only to holders who are resident and, if individuals, ordinarily resident and domiciled in the UK for taxation purposes, who hold NCC Group Ordinary Shares as an investment (other than under an individual savings account), who are the absolute beneficial owners of NCC Group Ordinary Shares and any dividends paid on them, who have not (and are not deemed to have) acquired NCC Group Ordinary Shares by virtue of an office or employment (whether current, historic or prospective) and are not officers or employees of any member of the Group. In addition, these comments may not apply to certain classes of holders such as dealers in securities, collective investment schemes and insurance companies.

UK taxation consequences of disposing of NCC Group Ordinary Shares in the future

Individual Shareholders

A disposal of NCC Group Ordinary Shares may, depending on the circumstances and subject to any available exemption or relief, give rise to a chargeable gain (or allowable loss) for the purposes of UK capital gains tax.

An individual Shareholder who is resident in the UK for UK tax purposes and whose total taxable gains and income in a given year, including any gains made on the disposal of NCC Group Ordinary Shares, are less than or equal to the upper limit of the income tax basic rate band applicable in respect of that tax year (the ''Band Limit'') will generally be subject to capital gains tax at the flat rate of 18% in respect of any gain arising on a disposal of his NCC Group Ordinary Shares.

An individual Shareholder who is resident in the UK for UK tax purposes and whose total taxable gains and income in a given year, including any gains made on the disposal of NCC Group Ordinary Shares, are more than the Band Limit will generally be subject to capital gains tax at the flat rate of 18% in respect of any gain arising on a disposal of his NCC Group Ordinary Shares (to the extent that, when added to the Shareholder's other taxable gains and income in that tax year, the gain is less than or equal to the Band Limit) and at the flat rate of 28% in respect of the remainder.

No indexation allowance will be available to an individual Shareholder in respect of any disposal of NCC Group Ordinary Shares. However, each individual has an annual exemption such that capital gains tax is only chargeable on gains arising from all sources during the tax year in excess of that figure.

An individual Shareholder who acquires NCC Group Ordinary Shares while UK resident and who subsequently ceases to be resident for tax purposes in the UK for a period of less than five complete years of assessment (and in certain cases less than six years of assessment) and who disposes of NCC Group Ordinary Shares during that period of non-residence may be liable, on his return to the UK, to capital gains tax in respect of any gain arising from the disposal (subject to any available exemption or relief).

Corporate Shareholders

For a corporate Shareholder within the charge to UK corporation tax, a disposal of NCC Group Ordinary Shares may give rise to a chargeable gain (or allowable loss) for the purposes of UK corporation tax. An indexation allowance may be available to reduce the amount of the chargeable gain which would otherwise arise on the disposal. Corporation tax is charged on chargeable gains at the rate of corporation tax applicable to that company.

UK taxation of dividends paid on Shares

Withholding taxes

NCC Group will not be required to withhold UK tax at source from dividend payments it makes to Shareholders.

Individual Shareholders

An individual Shareholder who is resident for tax purposes in the UK and who receives a dividend from NCC Group in respect of New Ordinary Shares will generally be entitled to a tax credit, which may be set off against his total income tax liability. The tax credit will equal 10% of the aggregate of the dividend received and the tax credit (the ''gross dividend''), which is also equal to one-ninth of the amount of the cash dividend received.

In the case of a Shareholder who is liable to UK income tax at a rate not exceeding the basic rate, that Shareholder will be subject to tax on the gross dividend at the rate of 10%. The tax credit will, in consequence, satisfy in full the Shareholder's liability to UK income tax on the gross dividend.

In the case of a Shareholder who is liable to UK income tax at the higher rate, the Shareholder will be subject to UK income tax on the gross dividend at the rate of 32.5% to the extent that the gross dividend falls above the threshold for the higher rate of UK income tax but below the threshold for the additional rate of UK income tax when it is treated as the top slice of the Shareholder's income. The tax credit will, in consequence, satisfy only part of the Shareholder's liability to UK income tax on the gross dividend, and the Shareholder will have to account for UK income tax equal to 22.5% of the gross dividend (which equates to 25% of the cash dividend received). For example, if the Shareholder received a dividend of £80 from NCC Group, the dividend received would carry a tax credit of £8.89 and therefore represent a gross dividend of £88.89. The Shareholder would then be required to account for UK income tax of £20 on the gross dividend (being 28.89 (i.e. 32.5% of 88.89) less £8.89 (i.e. the amount of the tax credit)).

In the case of a Shareholder who is liable to UK income tax at the additional rate, the Shareholder will be subject to UK income tax on the gross dividend at the rate of 37.5% to the extent that the gross dividend falls above the threshold for the additional rate of UK income tax when it is treated as the top slice of the Shareholder's income. The tax credit will, in consequence, only satisfy part of the Shareholder's liability to UK income tax, and the Shareholder will have to account for UK income tax equal to 27.5% of the gross dividend (which equates to approximately 30.6% of the cash dividend received). For example, if the Shareholder received a dividend of £80 from NCC Group, the dividend received would carry a tax credit of £8.89 and therefore represent a gross dividend of £88.89. The Shareholder would then be required to account for UK income tax of £24.44 on the gross dividend (being £33.33 (i.e. 37.5% of £88.89) less £8.89 (i.e. the amount of the tax credit).

A UK resident individual Shareholder whose liability to UK income tax in respect of a dividend received from NCC Group is less than the tax credit attaching to the dividend will not be entitled to any payment from HMRC in respect of any part of the tax credit attaching to the dividend.

Individual Shareholders – from 6 April 2016

This summary reflecting the changes in the taxation of dividends from 6 April 2016 reflects the announcements made in the UK Summer Budget on 8 July 2015. None of the announcements made in the Budget in relation to the taxation of dividends have currently been enacted in law, and so changes to the proposals may be made prior to enactment.

An individual Shareholder who is resident for tax purposes in the UK, and who receives a dividend from NCC Group in respect of New Ordinary Shares from 6 April 2016 onwards, will not receive a tax credit which may be set off against his total income tax liability.

Instead of the notional 10% dividend tax credit applied prior to 6 April 2016, all individual Shareholders will, after that date, receive a £5,000 tax-free dividend allowance per year. This £5,000 dividend allowance will be included in the basic rate tax band. This means that the first £5,000 of dividends received will be tax free however it will utilise the corresponding amount of the basic rate band reducing it by this amount.

The additional change in the taxation of dividends from 6 April 2016 is that the rate at which dividends are taxed will increase by 7.5% for each rate of income tax.

In the case of a Shareholder who is liable to UK income tax at a rate not exceeding the basic rate, that Shareholder will not be subject to tax on the first £5,000 of dividends received. Any dividends exceeding this amount will be subject to tax on the gross dividend received at the rate of 7.5%. There will be no tax credit to satisfy in any part the Shareholder's liability to UK income tax. This means that the effective dividend taxation rate for a basic rate Shareholder will increase from 0% to 7.5%.

In the case of a Shareholder who is liable to UK income tax at the higher rate and has utilised their £5,000 tax-free dividend allowance, the Shareholder will be subject to UK income tax on the gross dividend at the rate of 32.5% to the extent that the gross dividend falls above the threshold for the higher rate of UK income tax but below the threshold for the additional rate of UK income tax, when it is treated as the top slice of the Shareholder's income. There will be no tax credit to satisfy any part of the Shareholder's liability to UK income tax on the gross dividend, and the Shareholder will have to account for UK income tax equal to the full 32.5% of the gross dividend. This means that the effective dividend taxation rate for a higher rate Shareholder will increase from 25% to 32.5%.

In the case of a Shareholder who is liable to UK income tax at the additional rate and has utilised their £5,000 tax-free dividend allowance, the Shareholder will be subject to UK income tax on the gross dividend at the rate of 37.5% to the extent that the gross dividend falls above the threshold for the additional rate of UK income tax when it is treated as the top slice of the Shareholder's income. There will be no tax credit to satisfy any part of the Shareholder's liability to UK income tax on the gross dividend, and the Shareholder will have to account for UK income tax equal to full 37.5% of the gross dividend. This means that the effective dividend taxation rate for an additional rate Shareholder will increase from 30.56% to 37.5%.

Corporate Shareholders

Shareholders within the charge to UK corporation tax which are ''small companies'' for the purposes of UK taxation of dividends will not generally be subject to UK corporation tax on dividends received from NCC Group so long as: (i) certain conditions are met; and (ii) Shareholders have not elected for the dividends not to be exempt.

Other Shareholders within the charge to UK corporation tax will not be subject to UK corporation tax on dividends received from NCC Group so long as the dividends fall within an exempt class and certain conditions are met and the Shareholder has not elected for the dividends not to be exempt. Dividends paid on shares that are ''ordinary shares'' and are not ''redeemable'' (as those terms are used in Chapter 3 of Part 9A of the Corporation Tax Act 2009), and dividends paid to a person holding less than 10% of the issued share capital of NCC Group, should generally fall within an exempt class. However, the exemptions are not comprehensive and are subject to anti-avoidance rules.

Stamp duty and Stamp Duty Reserve Tax (''SDRT'')

The following statements are intended as a general guide to the current UK stamp duty and SDRT position for holders of NCC Group Ordinary Shares. Certain categories of person, including intermediaries, brokers, dealers and persons connected with depositary receipt systems and clearance services, may not be liable to stamp duty or SDRT or may be liable at a higher rate. Furthermore, such persons may, although not primarily liable for the tax, be required to notify and account for it under the Stamp Duty Reserve Tax Regulations 1986.

The comments in this section relating to stamp duty and SDRT apply whether or not a Shareholder is resident in the UK.

The Issue

Neither stamp duty nor SDRT should arise on the issue of NCC Group Ordinary Shares.

Subsequent transfers

Stamp duty at the rate of 0.5 per cent. (rounded up to the next multiple of £5) of the amount or value of the consideration given by the purchaser is generally payable on an instrument transferring NCC Group Ordinary Shares. An exemption from stamp duty is available on an instrument transferring NCC Group Ordinary Shares where the amount or value of the consideration is £1,000 or less and it is certified on the instrument that the transaction effected by the instrument does not form part of a larger transaction or series of transactions in respect of which the aggregate amount or value of the consideration exceeds £1,000.

A charge to SDRT will also generally arise on an unconditional agreement to transfer NCC Group Ordinary Shares (at the rate of 0.5 per cent. of the amount or value of the consideration payable). However, if within six years of the date of the agreement (or, if the agreement is conditional, the date on which it becomes unconditional), an instrument of transfer is executed pursuant to the agreement, and stamp duty is duly paid on that instrument, or that instrument is exempt, any SDRT already paid will generally be refunded, provided that a claim for payment is made, and any outstanding liability to SDRT will be cancelled.

The purchaser or transferee of NCC Group Ordinary Shares will generally be liable for paying such stamp duty or SDRT.

NCC Group Ordinary Shares held through CREST

Paperless transfers of NCC Group Ordinary Shares within CREST are generally liable to SDRT, rather than stamp duty, at the rate of 0.5 per cent. of the amount or value of the consideration in money or money's worth payable by the purchaser. CREST is obliged to collect SDRT on relevant transactions settled within the CREST system. Under the CREST system, generally no stamp duty or SDRT will arise on a deposit of NCC Group Ordinary Shares into the system unless such a transfer is made for consideration in money or money's worth, in which case a liability to SDRT will arise usually at a rate of 0.5 per cent. of the amount or value of the consideration for NCC Group Ordinary Shares.

Depositary receipt systems and clearance services

Under UK legislation, where NCC Group Ordinary Shares are issued or transferred (i) to, or to a nominee or agent for, a person whose business is or includes the provision of clearance services or (ii) to, or to a nominee or agent for, a person whose business is or includes issuing depositary receipts, stamp duty or SDRT will generally be payable at the higher rate of 1.5 per cent. of the amount or value of the consideration payable or, in certain circumstances, the value of NCC Group Ordinary Shares (rounded up to the next multiple of £5 in the case of stamp duty).

HMRC has confirmed following the decisions in HSBC Holdings plc and another v HMRC (Vidacos) C-569/07 [2010] STC 58 and HSBC Holdings plc and The Bank of New York Mellon Corporation v The Commissioners for Her Majesty's Revenue & Customs [2012] UKFTT 163 (TC) that it will no longer seek to apply the 1.5 per cent. stamp duty or SDRT charge when shares are issued into a clearance service or depositary receipt system.

There is an exception from the 1.5 per cent. charge on the transfer to, or to a nominee or agent for, a clearance service where the clearance service has made and maintained an appropriate election which has been approved by HMRC. In these circumstances, the normal rates of stamp duty and SDRT (rather than the higher rate regime referred to above) will generally apply to any transfer of NCC Group Ordinary Shares into the clearance service and to any transactions in NCC Group Ordinary Shares held within the clearance service.

Any liability for stamp duty or SDRT in respect of a transfer into a clearance service or depositary receipt system, or in respect of a transfer of NCC Group Ordinary Shares held within such a service or system, will strictly be payable by the operator of the clearance service or depositary receipt system or its nominee, as the case may be, but in practice will generally be reimbursed by participants in the clearance service or depositary receipt system.

The application of the 1.5 per cent. charge may also be affected in other circumstances. Accordingly, specific professional advice should be sought before paying the 1.5 per cent. stamp duty or SDRT charge in any circumstances.

2 US Federal Income Taxation

The following discussion is a general summary based on present law of certain material US federal income tax consequences to US Holders (as defined below) of the acquisition, ownership and disposition of New Ordinary Shares. The discussion is not a complete description of all tax considerations that may be relevant. It applies only to US Holders that acquire New Ordinary Shares in the Firm Placing or the Placing, hold New Ordinary Shares as capital assets, for tax purposes and use the US dollar as their functional currency. The discussion is a general summary; it is not a substitute for tax advice. It does not address the tax treatment of investors subject to special rules, such as banks or certain other financial institutions, tax-exempt entities, retirement plans, insurance companies, dealers, traders in securities that elect to use a mark-to-market method of tax accounting, regulated investment companies, investors liable for the alternative minimum tax or the Medicare Contribution tax on net investment income, US expatriates, investors that directly, indirectly or constructively own 10% or more of NCC Group's voting stock, investors that hold New Ordinary Shares as part of a straddle, hedging, conversion or other integrated transaction, or investors that enter into ''constructive sales'' involving New Ordinary Shares or substantially identical property. It also does not address any non-US tax matters, US state and local tax considerations, or any federal estate or gift tax consequences.

This summary is based on the provisions of the Internal Revenue Code of 1986, as amended (the ''Code''), final, temporary and proposed US Treasury regulations promulgated under the Code, and administrative and judicial interpretations of the Code and the US Treasury regulations, all as of the date of this summary, and all of which are subject to change, possibly with retroactive effect.

In this Part XVII, a ''US Holder'' means a beneficial owner of New Ordinary Shares that is for US federal income tax purposes (i) a citizen or individual resident of the United States, (ii) a corporation or other business entity treated as a corporation created or organised in or under the laws of the United States or its political subdivisions, (iii) a trust, if either: a US court is able to exercise primary supervision over the administration of the trust and one or more US persons have the authority to control all the substantial decisions of the trust; or the trust has a valid election in effect under applicable US Treasury regulations to be treated as a US person, or (iv) an estate the income of which is subject to US federal income tax without regard to its source.

The US federal income tax treatment of a partner in a partnership that holds New Ordinary Shares will depend on the status of the partner and the activities of the partnership. Partnerships holding New Ordinary Shares and partners in such partnerships should consult their tax advisers concerning the US federal income tax consequences of the acquisition, ownership and disposition of New Ordinary Shares.

This discussion assumes that NCC Group is not, and will not become, a passive foreign investment company (''PFIC''), as described below.

Dividends

Distributions on New Ordinary Shares will generally be taxed to US Holders as dividend income, to the extent paid out of current or accumulated earnings and profits as determined under US federal income tax principles. The dividends will not be eligible for the dividends-received deduction generally available to US corporations. A distribution in excess of current and accumulated earnings and profits will be treated as a tax-free return of capital to the extent of the US Holder's adjusted tax basis in such New Ordinary Shares and, to the extent in excess of such adjusted basis, as capital gain. For a discussion of the treatment of capital gains, see ''Dispositions'' below. NCC Group does not intend to determine its earnings and profits on the basis of US federal income tax principles, and US Holders of New Ordinary Shares should assume that all distributions will be reported to them as dividends for US tax purposes. Dividend income generally will constitute non-US source ''passive category income'' for US foreign tax credit purposes.

Subject to applicable limitations, dividends paid by a ''qualified foreign corporation'' to an individual US Holder are generally eligible for the preferential US federal rate if certain holding period requirements are met. A ''qualified foreign corporation'' includes a foreign corporation that is not a PFIC (as defined below) and that is eligible for the benefits of an income tax treaty with the United States, if such treaty contains an exchange of information provision and the United States Treasury Department has determined that the treaty is satisfactory for purposes of the legislation. The tax treaty in effect between the United States and the United Kingdom has been determined to be satisfactory. NCC Group will generally be entitled to the benefits of the tax treaty in effect between the United States and the United Kingdom if the principal class of its shares is regularly traded on the London Stock Exchange. However, no assurance can be given that NCC Group Ordinary Shares will be ''regularly traded'' for purposes of the treaty.

Dividends paid in British pounds sterling, will be included in a US Holder's income in a US dollar amount based on the spot rate in effect on the date of the US Holder's receipt of the dividend, whether or not the sterling is converted into US dollars at that time. If the sterling is converted into US dollars on the day of receipt, the US Holder generally will not be required to recognise foreign currency gain or loss in respect of the dividend income. If the sterling is not so converted, the US Holder generally will have a tax basis in the sterling equal to the US dollar amount included in income. Any gain or loss on a subsequent conversion or other disposition of the sterling for a different US dollar amount will be US source ordinary income or loss.

Dispositions

A US Holder generally will recognise capital gain or loss on the sale or other disposition of New Ordinary Shares equal to the difference between the amount realised and the US Holder's tax basis in the New Ordinary Shares, in each case as determined in US dollars. Any gain or loss generally will be treated as arising from US sources for foreign tax credit purposes. Subject to the discussion under ''Passive Foreign Investment Company Rules'' below, the gain or loss will be long-term capital gain or loss if the US Holder's holding period exceeds one year. Deductions of capital loss are subject to significant limitations.

A US Holder's initial tax basis in New Ordinary Shares will be the US dollar value of the sterling denominated purchase price of the New Ordinary Shares determined by reference to the spot rate in effect on the date of the purchase (or, if the New Ordinary Shares purchased are traded on an ''established securities market'' and the US Holder is a cash basis taxpayer or an electing accrual basis taxpayer, the spot rate in effect on the settlement date). The amount realised on a sale or other disposition of the New Ordinary Shares for sterling generally will be the US dollar value of the payment received, determined by reference to the spot rate in effect on the date of the disposition (or, if the New Ordinary Shares are traded on an established securities market and the US Holder is a cash basis or electing accrual basis taxpayer, the settlement date). If the New Ordinary Shares are so treated and the sterling received is converted into US dollars on the settlement date, a cash basis or electing accrual basis US Holder will not recognise foreign currency gain or loss on the conversion. If the sterling received is not converted into US dollars on the settlement date, the US Holder will have a basis in the sterling equal to its US dollar value on the settlement date. Any gain or loss on a subsequent conversion or other disposition of the sterling will be treated as ordinary income or loss to such US Holder and generally will be income or loss from sources within the United States for foreign tax credit purposes.

Passive Foreign Investment Company Rules

Based on the value of NCC Group's assets, the nature of its business and the composition of its income and assets, although not free from doubt, NCC Group does not believe that it was a PFIC for US federal income tax purposes for its taxable year ended 31 May 2015 and does not expect to become a PFIC in its taxable year 2016 or in the foreseeable future. However, the tests for determining PFIC status are applied as of the end of each taxable year based on such year's income and the quarterly average value of a company's assets for such year, and are dependent upon a number of factors, some of which are beyond the NCC Group's control. In addition, the determination of whether NCC Group was, or will be, a PFIC for a taxable year depends, in part, on the application of complex US federal income tax rules, which are subject to uncertainty in several respects. NCC Group therefore cannot assure US Holders that it is not and will not become a PFIC.

A non-US corporation will be a PFIC for US federal income tax purposes for any taxable year if either:

* at least 75% of its gross income for such year is passive income; or
* at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income.

For this purpose, NCC Group will be treated as owning its proportionate share of the assets and earning its proportionate share of the income of any other corporation in which NCC Group owns, directly or indirectly, at least 25% (by value) of the stock.

If NCC Group is a PFIC for any taxable year during which a US Holder holds NCC Group Ordinary Shares, NCC Group generally will continue to be treated as a PFIC with respect to such US Holder for all succeeding years during which the US Holder holds NCC Group Ordinary Shares, unless NCC Group ceases to be a PFIC and the US Holder makes a ''deemed sale'' election with respect to the NCC Group Ordinary Shares, as applicable. If such election is made, the US Holder will be deemed to have sold the NCC Group Ordinary Shares such US Holder holds at their fair market value and any gain from such deemed sale would be subject to the rules described below. After the deemed sale election, the US Holder's NCC Group Ordinary Shares with respect to which the deemed sale election was made will not be treated as shares in a PFIC unless NCC Group subsequently becomes a PFIC.

For each taxable year that NCC Group is treated as a PFIC with respect to a US Holder, such US Holder will be subject to special tax rules with respect to any ''excess distribution'' the US Holder receives and any gain such US Holder recognizes from a sale or other disposition (including a pledge) of NCC Group Ordinary Shares, unless such US Holder makes a ''mark-to-market'' election as discussed below. Distributions the US Holder receives in a taxable year that are greater than 125% of the average annual distributions such US Holder received during the shorter of the three preceding taxable years or such US Holder's holding period for the NCC Group Ordinary Shares will be treated as an excess distribution. Under these special tax rules:

* the excess distribution or recognized gain will be allocated rateably over the US Holder's holding period for the NCC Group Ordinary Shares;
* the amount allocated to the current taxable year, and any taxable years in the US Holder's holding period prior to the first taxable year in which NCC Group was a PFIC, will be treated as ordinary income; and
* the amount allocated to each other taxable year will be subject to the highest tax rate in effect for individuals or corporations, as applicable, for each such year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

The tax liability for amounts allocated to taxable years prior to the year of disposition or excess distribution cannot be offset by any net operating losses for such years, and gains (but not losses) from a sale or other disposition of the Ordinary Shares cannot be treated as capital, even if the US Holder holds the NCC Group Ordinary Shares as capital assets.

If NCC Group is treated as a PFIC with respect to a US Holder for any taxable year, to the extent any of NCC Group's subsidiaries are also PFICs or NCC Group makes direct or indirect equity investments in other entities that are PFICs, such US Holder may be deemed to own proportionate shares in such lower-tier PFICs that are directly or indirectly owned by NCC Group, and such US Holder may be subject to the rules described in the preceding two paragraphs with respect to the shares of such lower-tier PFICs that such US Holder would be deemed to own. Potential investors should consult their tax advisors regarding the application of the PFIC rules to any of its subsidiaries.

If NCC Group is a PFIC and if NCC Group Ordinary Shares are ''regularly traded'' on a ''qualified exchange,'' a US Holder could make a mark-to-market election with respect to its NCC Group Ordinary Shares that would result in tax treatment different from the general tax treatment for PFICs described above. NCC Group Ordinary Shares would be treated as ''regularly traded'' in any calendar year in which more than a de minimis quantity of the NCC Group Ordinary Shares were traded on a qualified exchange on at least 15 days during each calendar quarter. NCC Group Ordinary Shares are listed on the London Stock Exchange. Such exchange will be treated as a ''qualified exchange'' if (a) it is regulated or supervised by a governmental authority in its country, (b) the exchange is subject to requirements (which requirements are actually enforced) designed to prevent fraud, remove impediments to a free and open market, and protect investors, and (c) the rules of the exchange promote active trading of listed stocks. In addition, no assurance can be given that NCC Group Ordinary Shares will be ''regularly traded'' for purposes of the mark-to-market election. US Holders will not be able to make a mark-to-market election with respect to any lower-tier PFICs (discussed above).

A US Holder generally makes a mark-to-market election by attaching a completed IRS Form 8621 to a timely filed US federal income tax return for the tax year to which the election first relates. The mark-to-market election cannot be made unless a US Holder owns NCC Group Ordinary Shares on the last day of the US Holder's taxable year during which NCC Group is a PFIC. A timely mark-tomarket election will apply to the tax year for which such election is made and to all subsequent tax years, unless the NCC Group Ordinary Shares are no longer ''regularly traded'' on a ''qualified exchange'' or the IRS consents to revocation of such election.

If the mark-to-market election is available, and a US Holder makes such election, the US Holder generally will recognize as ordinary income any excess of the fair market value of the NCC Group Ordinary Shares at the end of each taxable year over their adjusted tax basis, and will recognize an ordinary loss in respect of any excess of the adjusted tax basis of the NCC Group Ordinary Shares over their fair market value at the end of the taxable year (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). If a US Holder makes the election, the holder's tax basis in the NCC Group Ordinary Shares will be adjusted to reflect these income or loss amounts. In addition, if a US Holder makes the mark-to-market election, any gain that the US Holder recognizes on the sale or other disposition of NCC Group Ordinary Shares in a year when NCC Group is a PFIC will be treated as ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of income previously included as a result of the mark-to-market election).

US Holders of NCC Group Ordinary Shares should consult their own advisors about the availability and advisability of the mark-to-market election.

Alternatively, a US Holder of stock of a PFIC may make a ''qualified electing fund'' election with respect to such corporation to elect out of the PFIC rules described above regarding excess distributions and recognized gains. A US Holder that makes a qualified electing fund election with respect to a PFIC will generally include in income for a taxable year such holder's pro rata share of the corporation's income for the taxable year. However, a US Holder may make a qualified electing fund election with respect to NCC Group Ordinary Shares only if NCC Group agrees to furnish US Holders annually with certain tax information, and NCC Group currently does not intend to prepare or provide such information.

US shareholders of PFICs are required to file certain information with US taxing authorities relating to their PFIC investments for years in which they receive distributions from the PFIC, recognized gain on a disposition of the PFIC stock, or make certain elections. If NCC Group is classified as a PFIC, a US Holder should consult such US Holder's tax advisors regarding any reporting requirements that may apply.

The PFIC rules are complex, and each US Holder should consult its own tax advisor regarding the PFIC rules and how the PFIC rules may affect the US federal income tax consequences of the acquisition, ownership, and disposition of NCC Group Ordinary Shares.

Reporting and Backup Withholding

Dividends on New Ordinary Shares and proceeds from the sale or other disposition of New Ordinary Shares paid within the United States or through certain US-related financial intermediaries to a US Holder may be subject to information reporting and to 28% backup withholding unless the US Holder: (i) is an exempt recipient, or (ii) in the case of backup withholding (but not information reporting), provides an accurate taxpayer identification number and certifies that no loss of exemption from backup withholding has occurred.

Backup withholding is not an additional tax. Any amount withheld may be credited against the investor's US federal income tax liability and a refund of an excess withholding may be obtained, subject to certain rules and limitations.

Certain US Holders are also required to file IRS Form 926, Return by US Transferor of Property to a Foreign Corporation, and certain US Holders may be required to file IRS Form 5471, Information Return of US Persons With Respect to Certain Foreign Corporations, reporting transfers of cash or other property to NCC Group and information relating to the US Holder and NCC Group.

Substantial penalties may be imposed upon a US Holder that fails to comply. Each US Holder should consult its own tax advisor regarding these requirements.

Additionally, a US Holder holding New Ordinary Shares should consider their possible obligation to file FinCEN Report 114—Report of Foreign Bank and Financial Accounts—with respect to the New Ordinary Shares.

Furthermore, certain US Holders of ''specified foreign financial assets'' with an aggregate value in excess of \$50,000 (and in some circumstances, a higher threshold) may be required to file IRS Form 8938, Statement of Specified Foreign Financial Assets, with respect to such assets with their tax returns. ''Specified foreign financial assets'' generally include any financial accounts maintained by foreign financial institutions, as well as any of the following, but only if they are not held in accounts maintained by financial institutions: (i) stocks and securities issued by non-US persons, which may include New Ordinary Shares, (ii) financial instruments and contracts held for investment that have non-US issuers or counterparties and (iii) interests in foreign entities. The IRS has issued guidance exempting ''specified foreign financial assets'' held in a financial account from reporting under this provision (although the financial account itself, if maintained by a foreign financial institution, may remain subject to this reporting requirement). US Holders are urged to consult their tax advisors regarding the application of this legislation to their ownership of New Ordinary Shares.

THE DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE OF IMPORTANCE TO A PARTICULAR INVESTOR. EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISER ABOUT THE TAX AND REPORTING CONSEQUENCES TO IT OF AN INVESTMENT IN NEW ORDINARY SHARES IN LIGHT OF THE INVESTOR'S OWN CIRCUMSTANCES.

PART XVIII

ADDITIONAL INFORMATION

1 Persons responsible

2 NCC Group

NCC Group was incorporated and registered in England and Wales on 2 January 2003 under the Companies Act as a private limited company with the name Ever 2001 Limited and registered number 4627044. Ever 2001 Limited changed its name to NCC Group (Holdings) Limited on 4 June 2003 and to NCC Group Limited on 25 June 2004. It was re-registered as a public limited company on 29 June 2004 and changed its name to NCC Group plc. The registered office and principal place of business of NCC Group is at Manchester Technology Centre, Oxford Road, Manchester, M1 7EF. NCC Group's main telephone number is +44 (0) 161 209 5200.

The principal legislation under which NCC Group operates, and pursuant to which the New Ordinary Shares will be created, is the Companies Act and regulations made thereunder. The liability of NCC Group's members is limited.

The Existing Ordinary Shares are admitted to the premium listing segment of the Official List of the UK Listing Authority and admitted to trading on the main market for listed securities of the London Stock Exchange. The ISIN of the Existing Ordinary Shares is GB00B01QGK86.

3 Share capital

3.1 The following table shows the issued share capital of NCC Group as at 23 November 2015 (being the latest practicable date prior to the publication of this document), and the issued share capital of NCC Group immediately following completion of the Issue:

		NCC Group Ordinary Shares NCC Group Ordinary Shares prior to the Issue following the Issue
	(Number)	(£)	(Number)	(£)
Issued and fully paid	229,863,070	2,298,630.70	275,799,363	2,757,994

Save as disclosed in section 3.2 below, during the three years immediately preceding 23 November 2015 (being the latest practicable date prior to the publication of this document), there has been no issue of ordinary share capital of NCC Group, fully or partly paid, either in cash or for other consideration, and (other than in connection with the Acquisition, the Issue or the Share Schemes) no such issues are proposed.

As at 23 November 2015 (being the latest practicable date prior to the publication of this document), NCC Group holds 116,714 Treasury Shares, which represents 0.1% of the NCC Group Ordinary Shares in issue.

3.2 History of ordinary share capital

As at 1 June 2012, the first day covered by the historical financial information incorporated by reference into this document, NCC Group's issued share capital amounted to £343,403.24 divided into 34,340,324 ordinary shares of 1 pence each. Since 1 June 2012, during the period covered by the historical financial information incorporated by reference into this document, the following changes have occurred to the issued share capital of NCC Group:

Changes in share capital since 1 June 2012

Date	Reason for allotment	Number of NCC Group shares allotted	Price per NCC Group Ordinary Share	Total number of NCC Group Ordinary Shares issued
12 July 2012	LTIP	164,136	£7.80	34,504,460
30 July 2012	EMI	4,346	£3.85	34,508,806
20 September 2012	EMI	2,467	£3.85	34,511,273
20 September 2012	CSOP	22,725	£3.30	34,533,998
17 October 2012	EMI	883	£3.85	34,534,881
17 October 2012	Sharesave	45,458	£2.69	34,580,339
22 November 2012	Sharesave	5,397	£2.69	34,585,736
28 February 2013	Sharesave	7,278	44.83p	207,521,6941
28 February 2013	Sharesave	12,870	56.33p	207,534,564
28 February 2013	EMI	10,128	64.16p	207,544,692
21 March 2013	Sharesave	8,094	44.83p	207,552,786
22 May 2013	Sharesave	5,502	56.33p	207,558,288
22 May 2013	Sharesave	2,232	85.16p	207,560,520
22 May 2013	Sharesave	318	108.83p	207,560,838
23 July 2013	EMI	20,454	64.16p	207,581,292
23 July 2013	EMI	77,124	64.83p	207,658,416
21 August 2013	EMI	9,972	64.16p	207,668,388
12 September 2013	EMI	8,982	64.16p	207,677,370
16 October 2013	Sharesave	544,932	56.33p	208,222,302
16 October 2013	EMI	15,000	28.33p	208,237,302
16 October 2013	CSOP	28,092	71.17p	208,265,394
13 November 2013	Sharesave	92,628	56.33p	208,358,022
13 November 2013	CSOP	27,270	55.00p	208,385,292
27 February 2014	ESPP	46,295	£1.275	208,431,587
27 February 2014	Sharesave	21,726	56.33p	208,453,313
27 February 2014	Sharesave	1,464	85.16p	208,454,777
27 February 2014	Sharesave	594	108.83p	208,455,371
13 March 2014	EMI	7,158	64.16p	208,462,529
16 April 2014	EMI	7,793	64.16p	208,470,3222
22 July 2014	EMI	5,776	64.16p	208,476,098
				(of which 28,186 are
				Treasury Shares)
21 August 2014	EMI	12,660	64.16p	208,488,758
				(of which 28,186 are
				Treasury Shares)
8 October 2014	Sharesave	227,268	85.16p	208,716,026
				(of which 28,186 are
				Treasury Shares)
22 October 2014	Sharesave	3,174	85.16p	208,719,200
				(of which 28,186 are
				Treasury Shares)
20 November 2014	Sharesave	113,346	85.16p	208,832,546 (of which
				28,186 are Treasury

Shares)

Date	Reason for allotment	Number of NCC Group shares allotted	Price per NCC Group Ordinary Share	Total number of NCC Group Ordinary Shares issued
26 November 2014	Sharesave	6,354	85.16p	208,838,900 (of which 28,186 are Treasury
26 February 2015	ESPP	44,916	£1.7765	Shares) 208,883,816 (of which 28,186 are
26 February 2015	EMI	15,000	64.16p	Treasury Shares) 208,898,816 (of which 28,186 are
26 February 2015	Sharesave	24,150	85.16p	Treasury Shares) 208,922,966 (of which 28,186 are
4 March 2015	Sharesave	2,328	85.16p	Treasury Shares) 208,925,294 (of which 28,186 are Treasury Shares)
1 May 2015	Consideration for acquisition of Accumuli plc	20,389,472		229,314,766 (of which 238,186 are Treasury Shares)3
21 May 2015	ESPP	1,547	£1.7765	229,316,313 (of which 238,186 are
20 August 2015	EMI	10,326	64.16p	Treasury Shares) 229,326,639 (of which 116,714 are
20 August 2015	CSOP	86,868	£1.36	Treasury Shares) 229,413,507 (of which 116,714 are
15 September 2015	CSOP	58,812	£1.36	Treasury Shares) 229,472,319 (of which 116,714 are
16 October 2015	SAYE	309,618	£1.0883	Treasury Shares) 229,781,937 (of which 116,714 are
16 October 2015	CSOP	11,028	£1.36	Treasury Shares) 229,792,965 (of which 116,714 are
19 November 2015	CSOP	12,028	£1.36	Treasury Shares) 229,804,993 (of which 116,714 are Treasury
19 November 2015	SAYE	58,077	£1.0883	Shares) 229,863,070 (of which 116,714 are Treasury Shares)

¹ On 18 December 2012, the shareholders of NCC Group approved a bonus issue resulting in the issue of 172,928,680 NCC Group Ordinary Shares.

² On 30 May 2014, NCC Group bought back 600,000 NCC Group Ordinary Shares to be held as Treasury Shares. On 9 July 2014, 571,814 Treasury Shares were transferred to satisfy the exercise of LTIP options leaving a balance of 28,186 Treasury Shares.

³ On 7 April 2015, NCC Group bought back 210,000 NCC Group Ordinary Shares to be held as Treasury Shares. On 10 July 2015, 121,472 Treasury Shares were transferred to satisfy the exercise of LTIP options leaving a balance of 116,714 Treasury Shares.

3.3 Share capital after the Issue

Subject to Admission, pursuant to the Issue, the New Ordinary Shares will be issued with a nominal value of 1 pence per New Ordinary Share. This will result in the issued ordinary share capital of NCC Group increasing by approximately 20.0 per cent., assuming that there are no other issues of NCC Group Ordinary Shares (including under the Share Schemes) between 23 November 2015 and the date of allotment and issue of the New Ordinary Shares.

3.4 Existing shareholder authorities

The following resolutions of NCC Group were passed at an annual general meeting of NCC Group held on 15 September 2015:

1. The Directors were generally and unconditionally authorised pursuant to section 551 of the Companies Act (in substitution for any existing authority to allot shares) to allot:
(a) shares in NCC Group and to grant rights to subscribe for or to convert any security into shares in NCC Group up to an aggregate nominal amount of £763,998.66;
(b) equity securities (within the meaning of section 560 of the Companies Act) in connection with a rights issue in favour of ordinary shareholders of NCC Group where the equity securities respectively attributable to the interests of all ordinary shareholders of NCC Group are proportionate (as nearly as may be) to the respective numbers of NCC Group Ordinary Shares held by them up to an aggregate nominal amount of £763,998.66,

provided that the authority shall expire on the conclusion of the next annual general meeting of NCC Group after the passing of this resolution, save that NCC Group 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 by this resolution had not expired;

1. The Directors were, subject to the passing of the resolution above, empowered pursuant to section 570 of the Companies Act to allot equity securities (within the meaning of section 560 of the Companies Act) for cash pursuant to the general authority conferred by the resolution above and empowered pursuant to section 573 of the Companies Act to sell ordinary shares (as defined in section 560 of the Companies Act) held by NCC Group 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) in connection with or pursuant to an offer by way of rights, open offer or other preemptive offer to the holders of shares in NCC Group 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
(b) otherwise than pursuant to sub-paragraph (a) above, up to an aggregate nominal amount of £229,199.59,

and such power shall expire on the conclusion of the next annual general meeting of NCC Group save that NCC Group 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.

NCC Group was authorised, pursuant to Article 16 of the Articles and pursuant to section 701 of the Companies Act, to make market purchases (as defined in section 693(4) of the Companies Act) of up to 22,919,959 NCC Group Ordinary Shares (being approximately 10 per cent of the current issued ordinary share capital of NCC Group) on such terms and in such manner as the Directors may from time to time determine, provided that:
(a) the amount paid for each NCC Group Ordinary Share (exclusive of expenses) shall not be more than the higher of (1) five per cent above the average market value of the NCC Group Ordinary Shares as derived from the Daily Official List of London Stock Exchange 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 1 pence per NCC Group Ordinary Share; and
(b) this authority shall expire at the conclusion of the next annual general meeting of NCC Group provided that NCC Group 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 NCC Group may make a purchase of its own shares in pursuance of such contract as if this authority had not expired.

In the notice of the annual general meeting of NCC Group held on 15 September 2015, it was noted that the Directors intend to adhere to the guidelines set out in the Pre-Emption Group's Statement of Principles (as updated in March 2015) and not allot NCC Group Ordinary Shares for cash on a non-pre-emptive basis pursuant to the authority referred to in paragraph 2(b) above:

* in excess of an amount equal to 5% of NCC Group's issued ordinary share capital; or
* in excess of an amount equal to 7.5% of NCC Group's issued ordinary share capital in a rolling three-year period,

in each case other than in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment, or which has taken place in the preceding sixmonth period and is disclosed in the announcement of the allotment.

4 Articles

The Articles are available for inspection at Eversheds LLP, 70 Great Bridgewater Street, Manchester, M1 5ES. Section 31 of the Companies Act provides that the objects of a company are unrestricted unless any restrictions are set out in its articles. There are no such restrictions in the Articles and therefore its objects are unrestricted. The Articles were adopted with effect from 8 July 2004 (as amended by special resolutions dated 20 September 2007, 18 September 2008 and 21 September 2010) and contain provisions, inter alia, to the following effect:

4.1 Share rights

Subject to any rights attached to existing shares, NCC Group may issue shares by ordinary resolution with such rights and restrictions as NCC Group may determine or, if NCC Group has not so determined, as the Directors determine. NCC Group may also issue shares that are redeemable at the option of NCC Group or a member on such terms and in such manner as may be provided by the Board.

4.2 Voting rights

Subject to any terms as to voting upon which any shares may have been issued or may for the time being be held and to any disenfranchisement in the event of non-compliance with a statutory notice requiring disclosure of interests in shares in NCC Group, at a general meeting of NCC Group:

* every member who (being an individual) is present in person or (being a corporation) is present by a duly authorised representative, not being himself a member, or by proxy shall, on a show of hands, have one vote; and
* every member present in person or by representative (in the case of a corporate member) or by proxy shall, on a poll, have one vote for every share of which he is the holder.

Unless the Board otherwise determines, a member shall not be entitled to vote unless all calls or other sums due from him in respect of shares in NCC Group have been paid.

In the case of joint holders of a share, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. Seniority shall be determined by the order in which the names of the joint holders appear in NCC Group's register of members.

4.3 Dividends

Subject to the provisions of the Acts and the Companies Act (as defined in the Articles) and of the Articles, NCC Group may by ordinary resolution declare a dividend to be paid to the members according to their respective rights and interests in the profits of NCC Group, but no dividend shall exceed the amount recommended by the Board.

Subject to the provisions of the Acts and the Companies Act, the Board may declare and pay interim dividends (including any dividend payable at a fixed rate) as appear to the Board to be justified by the profits of NCC Group available for distribution.

Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid on the record date determined by the Board, and all dividends shall be apportioned and paid proportionally to the amounts paid up on such shares during any portion or portions of the period in respect of which the dividend is paid.

All dividends unclaimed for a period of 12 years after having been declared or becoming due for payment shall be forfeited and cease to remain owing by NCC Group.

Without prejudice to the provisions of the Articles, the Board may, with the authority of an ordinary resolution of NCC Group:

* offer holders of a particular class of ordinary shares the right to elect to receive further shares of that class, credited as fully paid, instead of cash in respect of all or part of any dividend or dividends specified by the ordinary resolution provided that the Board shall not proceed with any election unless NCC Group has sufficient unissued shares authorised for issue and sufficient reserves or funds that may be appropriated to give effect to it after the basis of allotment is determined;
* direct that payment of all or part of any dividend declared may be satisfied by the distribution of specific assets.

4.4 Distribution of assets and winding-up

On a winding-up, the liquidator may, with the authority of a special resolution of NCC Group and any other sanction required by law, divide among the members in kind the whole or any part of the assets of NCC Group and may value any assets and determine how the division shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, transfer any part of the assets of NCC Group to trustees on such trusts for the benefit of members as he may determine. The liquidator shall not, however (except with the consent of the member concerned) distribute to a member any asset to which there is attached a liability or potential liability for the owner.

4.5 Transfer of shares

Every transfer of shares which are in certificated form must be in writing in any usual form or in any form approved by the Board and shall be executed by or on behalf of the transferor and (in the case of a transfer of a share which is not fully paid up) by or on behalf of the transferee. Every transfer of shares in uncertificated form must be made by means of a relevant system (as defined in the CREST Regulations).

The Board may, in its absolute discretion, refuse to register any transfer of certificated shares if: (a) it is in respect of a share which is not fully paid up; (b) it is in respect of more than one class of share (each class needs a separate share transfer form); (c) it is not duly stamped (if so required); or (d) it is not delivered for registration to the registered office of NCC Group or such other place as the Board may from time to time determine, accompanied (except in the case of a transfer by a recognised person (as defined in the Articles) where a certificate has not been issued) by the relevant share certificate and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer. The Board may, in its absolute discretion, refuse to register any transfer of shares which is in favour of: (a) a child, bankrupt or person of unsound mind; or (b) more than four joint transferees.

NCC Group is subject to the continuing obligations of the Disclosure and Transparency Rules, including the notification of shareholdings rules contained in Rule 5 of the Disclosure and Transparency Rules.

4.6 Variation of rights

Subject to the provisions of the Acts (as defined in the Articles), all or any of the rights or privileges attached to any class of shares in NCC Group may be varied or abrogated in such manner (if any) as may be provided by such rights, or, in the absence of any such provision, either with the consent in writing of the holders of at least three-fourths of the nominal amount of the issued shares of that class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate meeting of such holders of shares of that class, but not otherwise.

The quorum at any such meeting is two persons holding or representing by proxy at least onethird in nominal amount of the issued shares of the class in question or, at an adjourned meeting, one person holding shares of the class in question or his proxy. Any holder of shares of the class in question present in person or by proxy may demand a poll. Holders of shares of the class in question shall, on a poll, have one vote for every share of that class held by them.

The foregoing shall apply to the variation or abrogation of the special rights attached to some only of the shares as if each group of the shares of the class differently treated formed a separate class the special rights whereof are to be varied.

The rights attached to any class of shares shall not, unless otherwise expressly provided in the rights attaching to such shares, be deemed to be varied or abrogated by the creation or issue of shares ranking pari passu with or subsequent to them or by the purchase or redemption by NCC Group of any of its own shares.

4.7 Share capital, changes in capital and purchase of own shares

Subject to the provisions of the Acts (as defined in the Articles) and the Articles, the power of NCC Group to allot and issue shares shall be exercised by the Board at such times and on such terms and conditions as the Board may determine.

Subject to the provisions of the Acts and to any rights attached to any existing shares: (a) any share may be issued with such rights or restrictions as NCC Group may from time to time determine by ordinary resolution; (b) NCC Group may issue redeemable shares; and (c) NCC Group may sell treasury shares wholly for cash.

Subject to the provisions of the Acts, NCC Group may by special resolution reduce its share capital, any capital redemption reserve and any share premium account in any way.

Subject to the provisions of the Acts, NCC Group may purchase all or any of its shares of any class (including redeemable shares) in any way and for any price (whether at or above or below par) and may hold such shares as treasury shares.

4.8 General meetings

The Board may call general meetings whenever it thinks fit and immediately on receipt of a requisition of members pursuant to the Companies Act. Unless consent to short notice is obtained in accordance with the provisions of the Companies Act, (a) an annual general meeting should be called by at least 21 clear days notice and (b) all other general meetings should be called on at least 14 clear days notice (subject to the requirements of the Companies Act). A general meeting may be called by short notice if it is agreed, in the case of an annual general meeting, by all members entitled to attend and vote at the meeting, and, in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being the majority together holding not less than 95% in nominal value of the shares giving that right.

No business shall be transacted at any annual general meeting unless a quorum is present. The absence of a quorum does not prevent the appointment of a chairman of the meeting in accordance with the Articles, which shall not be treated as part of the business of the meeting. Two members present in person or by proxy and entitled to vote shall be a quorum.

Each Director shall be entitled to attend and speak at a general meeting and at a separate meeting of the holders of a class of shares or debentures in NCC Group.

At a general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless before the show of hands, or before or immediately following the declaration of the result of the show of hands, a poll is duly demanded either by the chairman of the meeting, not less than five members present in person or by proxy and entitled to vote, a member or members present in person or by proxy representing in aggregate not less than 1/10th of the total voting rights of all the members having a right to vote at the meeting, or a member or members present in person or by proxy holding shares in NCC Group conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than 1/10th of the total sum paid up on all the shares conferring that right.

On a poll, a member will have one vote for every share held by him and votes may be given in person or by proxy. A member entitled to more than one vote need not, if he votes on the poll, use all his votes or cast all the votes he uses in the same way. If a poll is properly demanded, it shall be taken in such a manner as the chairman of the meeting directs. He may appoint scrutineers, who need not also be members, and may fix a date, time and place for declaring a result of the poll. The result of the poll should be deemed to be the resolution of the meeting at which the poll was demanded.

4.9 Directors

(A) Number of Directors

Unless otherwise determined by ordinary resolution, there shall be no maximum number of Directors, but the number of Directors shall not be less than two.

(B) Appointment of Directors

Subject to the provisions of the Acts (as defined in the Articles) and of the Articles, NCC Group may by ordinary resolution appoint any person who is willing to act as a Director, either to fill a vacancy or as an addition to the existing Board.

Without prejudice to the power of NCC Group to appoint any person to be a Director, but subject to the provisions of the Acts and of the Articles, the Board may, at any time, appoint any person who is willing to act as a Director, either to fill a vacancy or as an addition to the existing Board.

(C) Retirement by rotation

At each annual general meeting of NCC Group, there shall be required to retire by rotation: (a) at least two of the Directors who are subject to retirement by rotation or, if there are fewer than two Directors who are subject to retirement by rotation, one shall retire from office; and (b) in addition, any Director who at an annual general meeting shall have been a Director at each of the preceding two annual general meetings of NCC Group (provided that he was not appointed or reappointed at either such annual general meeting and he has not otherwise ceased to be a Director and been reappointed by general meeting of NCC Group at or since either such annual general meeting), and each such retiring Director may, if eligible, offer himself for reelection. The Directors to retire by rotation shall first be those who wish to retire and not offer themselves for re-election and secondly those who have been longest in office since their last appointment or reappointment and, in the case of those who have been in office an equal length of time, shall, unless they agree otherwise, be determined by lot. Any Director appointed by the Board shall hold office only until the next annual general meeting, when he shall be eligible for appointment, but shall not be taken into account in determining the Directors to retire by rotation at that meeting.

No person shall be or become incapable of being appointed a Director by reason of his having attained the age of 70 or any other age and no special notice shall be required in connection with the appointment or the approval of the appointment of any such person, nor shall a Director be required to retire by reason of his having attained that or any other age.

(D) Removal of Directors

NCC Group may by ordinary resolution remove any Director before the expiration of his period of office and (subject to the Articles) by ordinary resolution appoint another person in his place.

(E) Vacation of office

The office of a Director shall be vacated if:

* he resigns by notice delivered to the secretary at NCC Group's registered office or tendered at a Board meeting and the Board resolves to accept such offer;

* he ceases to be a Director by virtue of any provision of the Acts (as defined in the Articles), is removed from office pursuant to the Articles or becomes prohibited by law from being a director;
* he becomes bankrupt, has an interim receiving order made against him, makes any arrangement or composition with his creditors generally or applies to the court for an interim order under the Insolvency Act 1986 in connection with a voluntary arrangement under that Act;
* either: (i) a registered medical practitioner who is treating that person gives a written opinion to NCC Group stating that the person has become physically or mentally incapable of acting as a Director and may remain so for more than 3 months; or (ii) by reason of that person's mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have, and the Board resolves that his office be vacated;
* both he and his alternate director (if any) appointed pursuant to the provisions of the Articles have been absent, without the permission of the Board, from Board meetings for six consecutive months, and the Board resolves that his office be vacated;
* his contract for his services as a Director expires or is terminated for any reason and is neither renewed nor a new contract granted within 14 days; or
* he is removed from office by a notice addressed to him at his last known address and signed by all his co-Directors.
(F) Proceedings of Board

The Board may meet for the despatch of business, adjourn and otherwise regulate its proceedings as it thinks fit.

Any Director may summon a Board meeting at any time by notice (which need not be in writing) served on the members of the Board in accordance with the provisions of the Articles.

The quorum for a Board meeting may be determined by the Board and, until otherwise determined, shall be two Directors.

The Board may appoint one of its members as chairman to preside at every Board meeting at which he is present.

Questions arising at any Board meeting shall be determined by a majority of votes. In the case of an equality of votes, the chairman of the meeting shall have a second or casting vote.

A resolution in writing signed by all the Directors entitled to receive notice of a Board meeting shall be as valid and effective for all purposes as a resolution duly passed at a meeting of the Board.

The Board may delegate any of its powers, authorities and discretions (with power to subdelegate) (including powers or discretions relating to the remuneration of or benefits given to the Directors) for such time, on such terms and subject to such conditions as it thinks fit to any committee consisting of one or more Directors.

(G) Permitted interests of Directors

Subject to the provisions of the Acts (as defined in the Articles) and provided that he has disclosed to the Directors the nature and extent of any interest, a Director:

* may enter into or otherwise be interested in any contract, arrangement, transaction or proposal with NCC Group or in which NCC Group is otherwise interested;
* may hold any other office or place of profit under NCC Group (except that of auditor or auditor of a subsidiary of NCC Group) in conjunction with the office of director and may act by himself or through his firm in a professional capacity to NCC Group, and be remunerated accordingly;
* may be a director or other officer, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any company promoted by NCC Group or in which NCC Group is otherwise interested or as regards which NCC Group has any powers of appointment; and
* shall not be liable to account to NCC Group for any profit, remuneration or other benefit realised by any such office, employment, contract, arrangement, transaction or proposal.

(H) Restrictions on voting

Save as otherwise provided by the Articles, a Director shall not vote on, or be counted in the quorum in relation to, any resolution of the Board or of a committee of the Board concerning any contract, arrangement, transaction or proposal to which NCC Group is or is to be a party and in which he (together with any person connected with him) is to his knowledge materially interested, directly or indirectly (otherwise than by virtue of his interests in shares or debentures or other securities of, or otherwise in or through, NCC Group); provided that a Director shall be entitled to vote and be counted in the quorum in circumstances where the resolution relates:

(a) to the giving of any guarantee, security or indemnity in respect of (i) money lent or obligations incurred by him or by any other person at the request of or for the benefit of NCC Group or any of its subsidiary undertakings or (ii) a debt or obligation of NCC Group or any of its subsidiary undertakings for which the director himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;
(b) to an offer of securities of NCC Group or any of its subsidiary undertakings in which offer he is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he is to participate;
(c) to another company in which he and any persons connected with him has a direct or indirect interest of any kind, provided that he and any persons connected with him do not to his knowledge hold an interest in shares representing one per cent. or more of either any class of equity share capital (excluding any shares held as treasury shares), or the voting rights, in such company;
(d) to any arrangement for the benefit of employees of NCC Group or of any of its subsidiary undertakings which does not award the Director any privilege or benefit not generally awarded to the employees to whom such arrangement relates; and
(e) to any proposal concerning the purchase or maintenance of any insurance policy under which he may benefit.

A Director shall not vote or be counted in the quorum on any resolution of the Board or any committee of the Board concerning his own appointment (including fixing or varying the terms of his appointment or its termination) as the holder of any office or place of profit with NCC Group or any company in which NCC Group is interested.

(I) Remuneration

Unless otherwise determined by NCC Group by ordinary resolution, the Directors (other than alternate directors) who do not hold executive office shall be paid for their services as Directors such aggregate fees (not exceeding £300,000 per annum) as the Board may decide, to be divided among the Directors in such proportion and manner as it may determine or, in default of determination, equally. Such maximum level of fees shall be increased in line with the increase in the General Index of Retail Prices. Any fee payable shall accrue from day to day and shall be distinct from any salary, remuneration or other amounts payable to a Director pursuant to other provisions of the Articles.

Each Director shall be entitled to be repaid all reasonable travelling, hotel and other expenses properly incurred by him in the performance of his duties as director, including any expenses incurred in attending meetings of the Board or of any committees of the Board or general meetings or separate meetings of the holders of any class of shares or debentures of NCC Group. Any Director who performs special services for NCC Group may be paid such extra remuneration by way of additional fees, salary, percentage of profits or otherwise as the Board may determine.

(J) Requirement to hold shares

Directors shall not be required to hold any shares in NCC Group.

4.10 Borrowing powers

Subject to the provisions of the Acts (as defined in the Articles), the Board may exercise all the powers of NCC Group to borrow money, to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital, to issue debentures and other securities and to give security, either outright or as collateral security for any debt, liability or obligation of NCC Group or of any third party.

The Board shall restrict the borrowings of NCC Group and, insofar as it is able, of its subsidiary undertakings, so as to procure that the aggregate principal amount outstanding in respect of borrowings by the Group shall not, without an ordinary resolution of NCC Group, exceed a sum equal to three times the aggregate of the amount paid up or credited as paid up on NCC Group's issued share capital and the total amount standing to the credit of the capital and revenue reserves of NCC Group as shown in the latest audited balance sheet of NCC Group, after such adjustments and deductions as are specified in the Articles.

4.11 Pensions and benefits

The Board may exercise all the powers of NCC Group to provide pensions or other retirement or superannuation benefits, death or disability benefits or other allowances or gratuities, by insurance or otherwise, for any person who is, or has at any time been, a director of or employed by or in the service of NCC Group or of any company which is a subsidiary company of NCC Group, or is allied to or associated with NCC Group or any such subsidiary, or any predecessor in business of NCC Group or any such subsidiary, and for any member of his family (including a spouse or former spouse) or any person who is, or was, dependent on him.

4.12 Untraced shareholders

NCC Group may sell at the best price reasonably obtainable the shares of a member or the shares to which a person is entitled by virtue of transmission on the death or bankruptcy of a member or otherwise by operation of law if: (a) all dividends, warrants and cheques sent, or funds transferred, to such member or person have remained uncashed or been returned to NCC Group, respectively, for a period of 12 years; (b) NCC Group has paid at least three cash dividends in respect of those shares during such period; and (c) NCC Group has, on the expiration of such period given notice of its intention to sell such shares in a national newspaper and an appropriate local newspaper, if the shares are listed a notice is to be sent to the relevant listing authority prior to the placing of such advertisement, and no indication is received as to the whereabouts or existence of such member or persons.

NCC Group shall account to the member or other person entitled to such shares for the net proceeds of such sale by carrying all monies in respect of that sale to a separate account.

5 Litigation

Save as described below there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which NCC Group is aware) during the period covering the 12 months preceding the date of this document which may have, or have had in the recent past, significant effects on the financial position or profitability of NCC Group.

5.1 NCC Group was the plaintiff in a contractual dispute with CIBER UK Limited which is a subsidiary of CIBER, Inc. NCC Group received £2 million in April 2015 to settle the dispute.
5.2 NCC Group, Inc. has been joined as a second defendant in the case of Backflip Software, Inc. v Cisco Systems, Inc., et al. The claim against NCC Group relates to an alleged breach of contract in relation to a software escrow agreement entered into by NCC Group, Inc. (as escrow agent) in 2011. The co-defendant has been sued on a variety of tort and contract claims. As is standard practice in US litigation, Backflip has retained a damages expert but has not yet definitively stated the amount of damages it alleges were caused by the first defendant and NCC Group. NCC Group is defending the claim and has also received confirmation of provisional coverage from its insurers. Consequently, although the outcome of litigation such as this can never be predicted with certainty, NCC Group's current expectation is that it will either sustain no material liability in relation to this case or that any liability sustained by it will be covered by its insurance.

6 NCC Group material contracts

The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by members of the Group: (a) in the two years immediately preceding the date of this document and are, or may be, material to NCC Group as at the date of this document; or (b) at any time which contain provisions under which any member of the Group has any obligation or entitlement which is material to NCC Group as at the date of this document:

6.1 Acquisition Agreement

A summary of the principal terms of the Acquisition Agreement is set out in Part VIII of this document.

6.2 Underwriting Agreement

The Underwriting Agreement was entered into by NCC Group and Peel Hunt on 24 November 2015.

Pursuant to the Underwriting Agreement, Peel Hunt has agreed to act as agent for NCC Group and:

* has procured subscribers for the Firm Placed Shares at the Issue Price; and
* has agreed to use its reasonable endeavours to procure subscribers for the Placed Shares at the Issue Price (subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer), or, if it is not able to do so, to subscribe for such Placed Shares at the Issue Price itself.

In relation to the Firm Placing, Peel Hunt's obligations under the Underwriting Agreement became unconditional upon Firm Placing Admission.

In relation to the Placing and Open Offer, Peel Hunt's obligations under the Underwriting Agreement are conditional, inter alia, on:

* the passing of the Resolutions at the General Meeting without any amendment not previously approved in writing by Peel Hunt;
* the Acquisition Agreement and the New Facilities Agreement each having become unconditional in all respects and not being terminated or rescinded prior to the Placing and Open Offer Admission, nor subject to any material amendment not previously approved in writing by Peel Hunt;
* there having been no breach by NCC Group of its obligations under the Underwriting Agreement which has a Material Adverse Effect;
* there not having occurred or arisen prior to Placing and Open Offer Admission any significant new factor, material mistake or inaccuracy as is referred to in section 87G of the FSMA which requires a supplementary prospectus to be published by NCC Group and which has a Material Adverse Effect; and
* Placing and Open Offer Admission becoming effective by not later than 8.00 a.m. on 18 December 2015, (or such later time and/or date as NCC Group and Peel Hunt may agree, being no later than 4.00 p.m. on 8 January 2016).

The Underwriting Agreement contains warranties by NCC Group in favour of Peel Hunt in relation to, amongst other things, the accuracy of the information in this Prospectus and other matters relating to the Group and its business. In addition, NCC Group has agreed to indemnify Peel Hunt in respect of certain liabilities it may incur in respect of the Issue and/or the Acquisition.

Peel Hunt may also terminate the Underwriting Agreement at any time between Firm Placing Admission and Placing and Open Offer Admission, if:

* there is a material adverse change in financial, political, market or economic conditions or currency exchange rates in the UK or US which, in the opinion of Peel Hunt acting reasonably and in good faith would materially prejudice the success of the Placing; or
* the application of NCC Group for Placing and Open Offer Admission is withdrawn or refused by the FCA or London Stock Exchange.

In consideration of Peel Hunt's services under the Underwriting Agreement, NCC Group will pay Peel Hunt:

* a basic commitment commission of 2 per cent. of the aggregate proceeds of the Firm Placing, Placing and Open Offer (the ''Proceeds''), to the extent that the Proceeds are equal to or less than £90 million (the ''Threshold''); and
* a basic commitment commission of 3 per cent. on any amount of the Proceeds that exceeds the Threshold.

NCC Group will also pay all other fees, costs, charges and expenses of, or incidental to, the Issue and the Acquisition, including the fees of the FCA and the London Stock Exchange, all expenses of the Receiving Agent and the Registars, printing and advertising expenses, postage and all legal, accountancy and other professional fees and expenses (including the fees and expenses of Peel Hunt's legal advisers), and all related irrecoverable value added tax, if applicable.

6.3 Revolving credit facility and overdraft

A fifth amendment and restatement agreement relating to a facility agreement originally dated 26 July 2010 (and as amended and restated on 12 October 2010, 21 October 2011, 15 April 2013 and 21 January 2015) dated 19 March 2015 was entered into between, amongst others, NCC Group, certain companies in the Group and National Westminster Bank plc (acting through Royal Bank of Scotland) (the ''Royal Bank of Scotland Finance Documents''), pursuant to which Royal Bank of Scotland agreed to make available to NCC Group a multicurrency revolving credit facility A of up to £68 million, a further revolving credit facility B of up to £10 million and a £2 million working capital multicurrency overdraft (together the ''Royal Bank of Scotland Facilities'').

6.4 New Facilities

The New Facilities Agreement was entered into between, amongst others, NCC Group, certain other companies in the Group and the New Facilities Lenders on 20 November 2015, pursuant to which the New Facilities Lenders agreed to make available to NCC Group (Solutions) a multicurrency term loan facility of £30 million (the ''Term Facility'') and a multicurrency revolving loan facility of £80 million (the ''Revolving Facility''). An accordion facility of £50 million may also be requested by NCC Group in the future. The New Facilities Lenders are not obliged to provide such additional facilities.

The purpose of the New Facilities is to fund the general corporate and working capital of the Group, including partially funding the Acquisition.

Drawdowns under the New Facilities Agreement are subject to conditions precedent, which are typical for facilities of this type.

Interest

The rate of interest is calculated depending on margin and LIBOR (or, in relation to any loan in euro, EURIBOR). The margin payable varies by reference to the level of leverage (debt to adjusted EBITDA) between 0.90% and 2.0% above LIBOR. At the outset, the initial margin payable is 2.0%. Default interest will be payable in the event of failure by NCC Group (Solutions) to repay an amount due under the New Facilities Agreement.

Repayment, prepayment and cancellation

The Term Facility is to be repaid by the borrower in six-monthly instalments, commencing 30 November 2016.

Any loan drawn down under the Revolving Facility must be repaid by the borrower on the last day of the interest period agreed for that loan. As is usual in the marketplace, the New Facilities Agreement provides for cashless rollovers.

All of the New Facilities are required to be repaid by the fifth anniversary of the date of the New Facilities Agreement.

There are standard provisions in relation to prepayment and cancellation which may occur in situations which include illegality, change of control, voluntary cancellation and voluntary prepayment. In particular, in the event of a change of control, following a 30 day negotiation period, any New Facilities Lender may cancel their commitment and declare their participation in all outstanding loans (plus accrued interest) immediately due and payable.

Security, guarantee and indemnities

The New Facilities are unsecured.

The New Facilities are guaranteed by Accumuli (Holdings) Limited, Accumuli Limited, Accumuli Security Ash Limited, Accumuli Security Ltd, Armstrongadams Limited, Artemis Internet Limited, Eqalis Limited, NCC Group Audit Limited, NCC Group Escrow Limited, NCC Group Performance Testing Limited, NCC Group, NCC Group SDLC Limited, NCC Group Security Services Limited, NCC Group (Solutions), NCC Services Limited, Randomstorm Limited and Signify Solutions Limited.

There are a number of standard indemnities, including a tax and a currency indemnity, provided by NCC Group.

Covenants, warranties and representations

There are standard representations and warranties given by NCC Group, including in relation to (among other things) the base case model, no default, no conflict, pari passu ranking of the payment obligations and power and authority to enter into the New Facilities Agreement.

There are general undertakings given by NCC Group, including in relation to (among other things) information undertakings, negative pledge, compliance with law, the nature of the business and restrictions on disposals, mergers and acquisitions. The New Facilities Agreement ensures that the Acquisition is a permitted acquisition.

There are also financial covenants testing leverage (debt to adjusted EBITDA) and interest cover.

Events of default

The New Facilities Agreement has standard provisions in relation to events of default, including (among others) non-payment of any amount payable, breach of undertakings to the New Facilities Lenders, financial covenants being left unsatisfied, misrepresentation, cross default, insolvency events, change of ownership, litigation and material adverse change.

Governing Law

The New Facilities Agreement and all disputes arising out of it are governed by English law.

6.5 XYZ Building

An agreement for leases dated 14 September 2015 was entered into between NCC Services Limited, 2 Hardman Boulevard Investments Limited, 2 Hardman Boulevard Developments Limited and Spinningfields Management Company Limited in respect of the 2nd, 3rd and 4th Floors, XYZ Building, 2 Hardman Boulevard, Spinningfields, Manchester. These premises will become the Group's new head office.

The XYZ Building is currently under construction. The terms of the leases are 17 years from the date of completion of the leases. However, NCC Services Limited has the right to break the leases after 12 years, although this right can be removed prior to completion of the leases in return for an incentive paid to NCC Services Limited.

The rent payable by NCC Services Limited has not yet been determined pending measurement of the completed building. However, there will be an initial rent free period of between 2 and 3 years in accordance with the terms of the leases. The rent will be reviewed every 5 years.

6.6 Thorpe Park

A lease dated 15 October 2015 was entered into between NCC Services Limited and BNP Paribas Security Services Trust Company (Jersey) Limited and BNP Paribas Securities Services Trust Company Limited (as trustees of the Threadneedle Property Unit Trust) in respect of the 2nd Floor, 2150 Century Way, Thorpe Park, Leeds, LS15 8ZB.

The term of the lease is 10 years and 2 months. However, NCC Services Limited has the right to break the lease on the fifth anniversary of commencement of the lease (which was 12 October 2015) on not less than 6 months prior written notice.

There will be an initial rent free period of 14 months. The rent will be reviewed every 5 years.

6.7 Acquisition of the Open Registry group of companies

A sale and purchase agreement dated 19 January 2015 was entered into between (among others) certain members of the Group (as buyers) and certain individuals and corporate entities (as sellers), under which the Group acquired the entire issued share capital of Open Registry S.A., Clearinghouse for Intellectual Property S.A., Nexperteam CVBA and Sensirius CVBA.

The initial consideration was £7.9 million paid in cash at completion. The agreement provided for two instalments of additional consideration to become payable over approximately 36 months from completion dependent upon Open Registry S.A. and Clearinghouse Intellectual Property S.A. attaining certain financial targets, such additional consideration being subject to a maximum amount payable of £7 million. The additional consideration is payable in cash.

The sellers gave the Group warranties and indemnities as may be considered usual for a transaction of this nature. The liability of the sellers under the warranties is limited to (i) for each of the founder sellers, 100% of the total consideration they receive and (ii) for each of the other sellers, 50% of the total consideration they receive.

6.8 Acquisition of FortConsult A/S

A sale and purchase agreement dated 1 May 2014 was entered into between (among others) NCC Group Solutions Limited (as buyer) and Fortress Group ApS and others (as sellers), under which the Group acquired the entire issued share capital of FortConsult A/S (''FortConsult'').

The initial consideration was £2 million paid in cash at completion. The agreement provided for one instalment of additional consideration to become payable approximately 24 months after completion dependent upon FortConsult attaining certain financial targets, such additional consideration being subject to a maximum amount payable of £2 million. The additional consideration is payable in cash.

The sellers gave the Group warranties and indemnities as may be considered usual for a transaction of this nature. The aggregate liability of all sellers under the warranties is limited to 100% of the total consideration.

6.9 Acquisition of Eqalis Limited

On 29 November 2013, NCC Group's subsidiary, Accumuli (Holdings) Limited, entered into a share purchase agreement with Ian Tinney, Kevin Tunsley and Ken Frew to acquire the entire issued share capital of Eqalis Limited (the ''Eqalis SPA''). The consideration payable was an initial cash amount of £1,001,135 followed by £1,215,000 of deferred cash consideration payable in three equal instalments on the 29 November 2014, 29 November 2015 and 29 November 2016. The first instalment was paid and the second and third instalments were accelerated by the change of control of Accumuli Limited and have also been paid, save for some interest payments that will become due in November 2015 and November 2016. Further, the Eqalis SPA contains certain non-solicitation and non-competition restrictions on the sellers for a period of 3 years after completion.

The Eqalis SPA contains warranties and limitations in respect thereof that are customary for a transaction of this nature. It also contains a number of indemnities for certain matters in favour of Accumuli (Holdings) Limited.

6.10 Acquisition of Armstrongadams Limited

On 20 June 2014, NCC Group's subsidiary, Accumuli (Holdings) Limited, entered into a share purchase agreement with Timothy James Kipps to acquire the entire issued share capital of Armstrongadams Limited (the ''Kipps SPA''). The consideration was comprised of an initial amount and an earn-out consideration calculated in accordance with the financial performance of Armstrongadams Limited (including by reference to EBITDA). The initial amount comprised a cash amount of £2,208,000 (of which £750,000 was paid to the target as an intragroup loan) and share options in Accumuli plc worth £218,000 in aggregate. The earn-out period, during which period the earn out-consideration will be calculated, ends on 30 June 2016.

The Kipps SPA contains warranties and limitations in respect thereof that are customary for a transaction of this nature. It also contains a number of indemnities for certain matters in favour of Accumuli (Holdings) Limited. Further, the Kipps SPA contains certain non-solicitation and non-competition restrictions on the sellers for the shorter period of (1) 30 months from completion or (2) the earn-out period plus a further period of 6 months.

6.11 Acquisition of RandomStorm Limited

On 18 December 2014, NCC Group's subsidiary, Accumuli (Holdings) Limited, entered into a share purchase agreement with Andrew Mason, Helen Mason, Robin Hill and Joanne Hill to acquire the entire issued share capital of RandomStorm Limited (the ''Randomstorm SPA''). The consideration was £10,000,000, comprising a cash payment of £9,250,000 on completion, with the balance of £750,000 being payable into an escrow account, such balance to be held until released on 18 December 2015, subject to settlement of any relevant claims, including under the warranties and indemnities in the agreement.

The Randomstorm SPA contains warranties and limitations in respect thereof that are customary for a transaction of this nature. It also contains a number of indemnities for certain matters in favour of Accumuli (Holdings) Limited. Further, the Randomstorm SPA contains certain non-solicitation and non-competition restrictions on the sellers for a period of 3 years after completion.

7 Related party transactions

Other than as disclosed in the financial information incorporated by reference into this document for the years ended 31 May 2015, 31 May 2014 and 31 May 2013, there are no related party transactions by NCC Group or members of the Group that were entered into during the years ended 31 May 2015, 31 May 2014 and 31 May 2013. Details of related party transactions are set out on:

(i) page 148 of NCC Group's Annual Report and Accounts for the year ended 31 May 2015 (note 26 to the consolidated financial statements);
(ii) page 151 of NCC Group's Annual Report and Accounts for the year ended 31 May 2014 (note 25 to the consolidated financial statements); and
(iii) page 109 of NCC Group's Annual Report and Accounts for the year ended 31 May 2013 (note 26 to the consolidated financial statements).

Except as set out below, there have been no additional related party transactions by NCC Group or members of the Group that were entered into during the period between 1 June 2015 and 23 November 2015 (being the latest practicable date prior to the publication of this document).

In relation to the Acquisition and the Issue, Rickitt Mitchell will receive a corporate finance advisory fee of £750,000.

8 Dividends

The following table sets out the dividend per NCC Group Ordinary Share paid in respect of each of the years ended 31 May 2015, 2014 and 2013:

	2015	2014	2013
Final dividend (in pence) per NCC Group Ordinary Share for
each year ended 31 May	3.98	3.50	3.10

9 Working capital

NCC Group is of the opinion that, after taking into account the net proceeds of the Issue, the working capital available to the Group is sufficient for its present requirements, that is for at least the next 12 months from the date of publication of this document.

NCC Group is of the opinion that, after taking into account the net proceeds of the Issue, the working capital available to the Enlarged Group is sufficient for its present requirements, that is for at least the next 12 months from the date of publication of this document.

10 No significant change

Other than as set out below, there has been no significant change in the trading or financial position of the Group since 31 May 2015, being the date to which NCC Group's annual financial information was prepared.

On 15 October 2015, NCC Group published a trading update covering the four months from 1 June 2015 to 30 September 2015, the key updates were:

* Group reported revenues increased by 48% (September 2014: 13%) to £58.5 million (September 2014: £39.5 million) with organic growth up 17% (September 2014: 13%).
* The Escrow division continued to perform strongly. Revenue grew by 8% (September 2014: 5%) to £10.5 million (September 2014: £9.7 million).
* The Assurance division continued to perform strongly with a 57% increase in revenue (September 2014: 14%) to £46.0 million (September 2014: £29.2 million). Excluding Accumuli, organic growth was 19% (September 2014: 14%).
* The Domain Services division was impacted by delays in the development of the domain services market during the period, consequently the Open Registry Group of Companies and .trust did not meet the Group's initial expectations. The Group reported it will therefore slow and refocus its investment in the division until the market is more advanced.
* The Domain Services division reported an increase in revenue to £2.1 million (September 2014: £0.6 million), an increase of 60% on an organic basis, and that in the short-term it is to focus on the provision of managed security services.
* The integration of Accumuli (acquired on 30 April 2015) was reported to be largely completed.

11 Significant shareholdings

11.1 As at 23 November 2015 (being the latest practicable date prior to the publication of this document), NCC Group had been notified in accordance with DTR5 of the Disclosure and Transparency Rules of the following interests in the NCC Group Ordinary Shares:

	Number of NCC Group Ordinary Shares	Percentage interest of issued NCC Group share capital
Mawer Investment Management	28,547,656	12.4
Liontrust Asset Management	22,754,675	9.9
Montanaro Asset Management	20,325,706	8.8
Legal & General Investment Management	15,557,588	6.8
Capital Research Global Investors	13,890,000	6.0
Henderson Global Investors	7,343,368	3.2

11.2 Save as disclosed in this section 11, NCC Group is not aware of any person who, as at 23 November 2015 (being the latest practicable date prior to the publication of this document), directly or indirectly, has a holding which is notifiable under English law.
11.3 NCC Group is not aware of any person who, as at 23 November 2015 (being the latest practicable date prior to the publication of this document), directly or indirectly, jointly or severally, exercises or could exercise control over NCC Group nor is it aware of any arrangements the operation of which may at a subsequent date result in a change of control of NCC Group.
11.4 None of the Shareholders referred to in this section 11 has different voting rights from any other holder of NCC Group Ordinary Shares in respect of any NCC Group Ordinary Shares held by them.

12 Subsidiaries

NCC Group is the parent company of the Group. The following table contains a list of the principal (but not necessarily direct) subsidiaries of NCC Group (each of which is considered by NCC Group to be likely to have a significant effect on the assessment of the assets, liabilities, financial position and/or profits and losses of NCC Group):

Name	Percentage ownership interest	Country of incorporation	Registered office
NCC Group (Solutions) Limited	100	UK	UK
NCC Services Limited	100	UK	UK
NCC Group Performance Testing Limited	100	UK	UK
NCC Group Security Services Limited	100	UK	UK
NCC Group SDLC Limited	100	UK	UK
NCC Group Escrow Europe BV	100	Netherlands	Netherlands
NCC Group Escrow Europe (Switzerland) AG	100	Switzerland	Switzerland
NCC Group GmbH	100	Germany	Germany
FortConsult A/S	100	Denmark	Denmark
NCC Group Security Services, Inc.	100	USA	USA
NCC Group Escrow Associates, LLC	100	USA	USA
NCC Group Domain Services, Inc.	100	USA	USA
NCC Group, Inc.	100	USA	USA
Open Registry S.A.	100	Luxembourg	Luxembourg
Clearinghouse for Intellectual Property S.A.	100	Luxembourg	Luxembourg
Nexperteam CVBA	100	Belgium	Belgium
Signify Solutions Limited	100	UK	UK
RandomStorm Limited	100	UK	UK
Accumuli Security Limited	100	UK	UK
Armstrongadams Limited	100	UK	UK

13 Mandatory takeover bids, squeeze-out rules, sell-out rules and takeover bids

13.1 Mandatory takeover bids

The City Code on Takeovers and Mergers applies to NCC Group. Under the City Code, if an acquisition of interests in NCC Group Ordinary Shares were to increase the aggregate holding of an acquirer and persons acting in concert with it to an interest in NCC Group Ordinary Shares carrying 30 per cent. or more of the voting rights in NCC Group, the acquirer and, depending upon the circumstances, persons acting in concert with it, would be required (except with the consent of the Panel) to make a cash offer for the outstanding NCC Group Ordinary Shares at a price not less than the highest price paid for any interest in NCC Group Ordinary Shares by the acquirer or his concert parties during the previous 12 months. A similar obligation to make such a mandatory offer would also arise on the acquisition of an interest in NCC Group Ordinary Shares by a person holding (together with any persons acting in concert) an interest in NCC Group Ordinary Shares carrying between 30 per cent. and 50 per cent. of the voting rights in NCC Group if the effect of such acquisition were to increase that person's percentage of the voting rights.

13.2 Squeeze-out rules

Under the Companies Act, if a ''takeover offer'' (as defined in section 974 of the Companies Act) is made for NCC Group Ordinary Shares and the offeror were to acquire, or unconditionally contract to acquire, not less than 90 per cent. in value of the shares to which the offer relates (the ''Offer Shares'') and not less than 90 per cent. of the voting rights attached to the Offer Shares, within three months of the last day on which its offer can be accepted, it could acquire compulsorily the outstanding shares not assented to the offer. It would do so by sending a notice to outstanding shareholders telling them that it will acquire compulsorily their shares and then, six weeks later, it would execute a transfer of the outstanding shares in its favour and pay the consideration to NCC Group, which would hold the consideration on trust for outstanding shareholders. The consideration offered to the shareholders whose shares are acquired compulsorily under the Companies Act must, in general, be the same as the consideration that was available under the takeover offer.

13.3 Sell-out rules

The Companies Act also gives minority shareholders a right to be bought out in certain circumstances by an offeror who has made a takeover offer. If a takeover offer related to all the NCC Group Ordinary Shares and at any time before the end of the period within which the offer could be accepted the offeror held or had agreed to acquire not less than 90 per cent. of the NCC Group Ordinary Shares to which the offer relates, any holder of NCC Group Ordinary Shares to which the offer related who had not accepted the offer could by a written communication to the offeror require it to acquire those NCC Group Ordinary Shares. The offeror is required to give any shareholder notice of his right to be bought out within one month of that right arising. The offeror may impose a time limit on the rights of the minority shareholders to be bought out, but that period cannot end less than three months after the end of the acceptance period. If a shareholder exercises his or her rights, the offeror is bound to acquire those NCC Group Ordinary Shares on the terms of the offer or on such other terms as may be agreed.

13.4 Takeover bids

No public takeover bid has been made in relation to NCC Group during the last financial year or the current financial year.

14 Consents

14.1 Peel Hunt, whose address is 120 Moor House, London, EC2Y 5ET, has given and has not withdrawn its written consent to the inclusion in this document of references to its name in the form and context in which they appear.
14.2 Rickitt Mitchell & Partners Ltd, whose address is Centurion House, 129 Deansgate, Manchester, M3 3WR, has given and has not withdrawn its written consent to the inclusion in this document of references to its name in the form and context in which they appear.

15 General

15.1 The financial information concerning NCC Group contained in this document does not constitute statutory accounts within the meaning of section 434(3) of the Companies Act. The consolidated financial statements of NCC Group in respect of the year ended 31 May 2013 incorporated by reference in this document were reported on by Ernst & Young LLP, the previous auditors of NCC Group, and the consolidated financial statements of NCC Group in respect of the years ended 31 May 2015 and 31 May 2014 incorporated by reference in this document were reported on by KPMG LLP, the current auditors of NCC Group within the meaning of section 495 of the Companies Act for the period of the historical financial information set out in this document. The previous and current auditors of NCC Group made reports under section 503 of the Companies Act in respect of the three years ended 31 May 2015, 31 May 2014 and 31 May 2013 incorporated by reference in this document and such reports were unqualified reports within the meaning of sections 836 to 841 of the Companies Act.
15.2 NCC Group remains subject to the continuing obligations of the Listing Rules with regard to the issue of securities for cash, and the provisions of section 561 of the Companies Act (which confers on shareholders rights of pre-emption in respect of the allotment of equity securities which are, or are to be, paid up in cash) apply to any further issuances of share capital of NCC Group.
15.3 The Existing Ordinary Shares are in registered form, are capable of being held in uncertificated form and are admitted to the premium listing segment of the Official List of the UK Listing Authority and are traded on the main market for listed securities of the London Stock Exchange.
15.4 The New Ordinary Shares will be in registered form and, from Admission, will be capable of being held in uncertificated form and title to such shares may be transferred by means of a relevant system (as defined in the CREST Regulations). Where New Ordinary Shares are held in certificated form, share certificates will be sent to the registered members by first-class post. Where New Ordinary Shares are held in CREST, the relevant CREST stock account of the registered members will be credited. The New Ordinary Shares have the ISIN GB00B01QGK86.

15.5 The aggregate costs and expenses of the Issue payable by NCC Group are estimated to be £5.2 million (exclusive of VAT).

16 Sources of information and bases of calculations

In this document:

16.1 Unless otherwise stated financial information relating to NCC Group has been extracted or derived (without any material adjustment) from the audited annual report and accounts for NCC Group for the year ended 31 May 2015.
16.2 All share prices are expressed in pence and all percentages have been rounded to one decimal place.
16.3 Where information has been sourced from a third party, NCC Group confirms that the information has been accurately reproduced and, as far as NCC Group is aware and able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. Where third party information has been used, the source of such information has been identified wherever it appears in this document.

17 Documents available for inspection

Copies of the following documents:

17.1 the existing memorandum and articles of association of NCC Group;
17.2 the audited consolidated accounts of NCC Group for the three years ended 31 May 2013, 31 May 2014 and 31 May 2015;
17.3 the consent letters referred to in section 14 above; and

17.4 this document,

are available for inspection during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) for a period from the date of publication of this document until Placing and Open Offer Admission at:

(A) the registered office of NCC Group, Manchester Technology Centre, Oxford Road, Manchester, M1 7EF; and
(B) the offices of Eversheds LLP, 70 Great Bridgewater Street, Manchester, M1 5ES.

PART XIX

INFORMATION INCORPORATED BY REFERENCE

The following documents, which have been approved by, filed with or notified to the FCA, and which are available for inspection in accordance with section 17 of Part XVIII, contain information about NCC Group which is relevant to this document:

* NCC Group's Annual Report and Accounts 2015, containing NCC Group's audited consolidated financial statements in respect of the financial year ended 31 May 2015, together with the audit report in respect of that period and a discussion of NCC Group's financial performance;
* NCC Group's Annual Report and Accounts 2014, containing NCC Group's audited consolidated financial statements in respect of the financial year ended 31 May 2014, together with the audit report in respect of that period and a discussion of NCC Group's financial performance; and
* NCC Group's Annual Report and Accounts 2013, containing NCC Group's audited consolidated financial statements in respect of the financial year ended 31 May 2013, together with the audit report in respect of that period and a discussion of NCC Group's financial performance.

The table below sets out the sections of these documents which are incorporated by reference into, and form part of, this document, and only the parts of the documents identified in the table below are incorporated into, and form part of, this document. The parts of these documents which are not incorporated by reference are either not relevant for investors or are covered elsewhere in this document. To the extent that any part of any information referred to below itself contains information which is incorporated by reference, such information shall not form part of this document.

Reference document	Information incorporated by reference into this document	Page number(s) in reference document
For the year ended 31 May 2015
NCC Group's Annual Report and Accounts 2015	2015 Performance Highlights	4-5
NCC Group's Annual Report and Accounts 2015	About NCC Group	6-9
NCC Group's Annual Report and Accounts 2015	Chairman's Statement	10-13
NCC Group's Annual Report and Accounts 2015	The Strategic Report	14-21
NCC Group's Annual Report and Accounts 2015	Business and Financial Review for 2015	22-29
NCC Group's Annual Report and Accounts 2015	Principle Risks and Uncertainties	30-33
NCC Group's Annual Report and Accounts 2015	Corporate Social Responsibility	34-35
NCC Group's Annual Report and Accounts 2015	Stakeholders	36-38
NCC Group's Annual Report and Accounts 2015	Environment and Sustainability	39-41
NCC Group's Annual Report and Accounts 2015	Board of Directors	42-43
NCC Group's Annual Report and Accounts 2015	Senior Management	44-45
NCC Group's Annual Report and Accounts 2015	Directors' Report	46-53
NCC Group's Annual Report and Accounts 2015	Corporate Governance Report	54-59
NCC Group's Annual Report and Accounts 2015	Audit Committee Report	60-67
NCC Group's Annual Report and Accounts 2015	Nomination Committee Report	68-69
NCC Group's Annual Report and Accounts 2015	Remuneration Committee Report	70-93
NCC Group's Annual Report and Accounts 2015	Statement of Director's Responsibilities	94-95
NCC Group's Annual Report and Accounts 2015	Independent Auditors Report to the Members of NCC Group plc	96-99
NCC Group's Annual Report and Accounts 2015	Consolidated Income Statement	100
NCC Group's Annual Report and Accounts 2015	Consolidated Statement of Comprehensive Income	101
NCC Group's Annual Report and Accounts 2015	Consolidated Statement of	102

Reference document	Information incorporated by reference into this document	in reference document
	Financial Position
NCC Group's Annual Report and Accounts 2015	Company Statement of Financial Position	103
NCC Group's Annual Report and Accounts 2015	Consolidated Statement of Cash Flows	104
NCC Group's Annual Report and Accounts 2015	Company Statement of Cash Flows	105
NCC Group's Annual Report and Accounts 2015	Statements of Changes in Equity – Group	106
NCC Group's Annual Report and Accounts 2015	Statements of Changes in Equity – Company	107
NCC Group's Annual Report and Accounts 2015	Notes to the Financial Statements	108-149
NCC Group's Annual Report and Accounts 2015	Company Information	150-151
NCC Group's Annual Report and Accounts 2015	Locations	152-153

For the year ended 31 May 2014
NCC Group's Annual Report and Accounts 2014	Performance Highlights	3
NCC Group's Annual Report and Accounts 2014	About NCC Group	4 -7
NCC Group's Annual Report and Accounts 2014	Chairman's Statement	8-10
NCC Group's Annual Report and Accounts 2014	The Strategic Report	11-13
NCC Group's Annual Report and Accounts 2014	Business and Financial Review for 2014	14-20
NCC Group's Annual Report and Accounts 2014	Year End Outlook	21
NCC Group's Annual Report and Accounts 2014	Principle Risks and Uncertainties	21-24
NCC Group's Annual Report and Accounts 2014	Corporate Social Responsibility	26-30
NCC Group's Annual Report and Accounts 2014	Governance	31
NCC Group's Annual Report and Accounts 2014	Board of Directors	31-34
NCC Group's Annual Report and Accounts 2014	Directors' Report	35-39
NCC Group's Annual Report and Accounts 2014	Corporate Governance Report	41-48
NCC Group's Annual Report and Accounts 2014	Audit Committee Report	49-55
NCC Group's Annual Report and Accounts 2014	Nomination Committee Report	56-57
NCC Group's Annual Report and Accounts 2014	Remuneration Committee Report	58-82
NCC Group's Annual Report and Accounts 2014	Statement of Director's Responsibilities	84-85
NCC Group's Annual Report and Accounts 2014	Independent Auditors Report to the Members of NCC Group plc	86-89
NCC Group's Annual Report and Accounts 2014	Consolidated Income Statement	91
NCC Group's Annual Report and Accounts 2014	Consolidated Statement of	92
	Comprehensive Income
NCC Group's Annual Report and Accounts 2014	Consolidated Statement of Financial Position	93
NCC Group's Annual Report and Accounts 2014	Company Statement of Financial Position	94
NCC Group's Annual Report and Accounts 2014	Consolidated Statement of Cash Flows	95
NCC Group's Annual Report and Accounts 2014	Statements of Changes in Equity – Group	96
NCC Group's Annual Report and Accounts 2014	Statements of Changes in Equity – Company	97
NCC Group's Annual Report and Accounts 2014	Notes to the Financial Statements	98-153
NCC Group's Annual Report and Accounts 2014	Company Information	154

Information incorporated by reference into this document	Page number(s) in reference document
Financial Position
Position	103
Flows	104
Flows	105
– Group	106
– Company	107
	108-149
Statements





for 2014	14-20

	58-82
Report
	84-85
Responsibilities
	86-89
the Members of NCC Group plc

	92
Comprehensive Income
	93
Financial Position
	94
Position
	95
Flows
	96
– Group
	97
– Company
	98-153
Statements

Reference document	Information incorporated by reference into this document	Page number(s) in reference document
For the year ended 31 May 2013
NCC Group's Annual Report and Accounts 2013	Highlights	3-4
NCC Group's Annual Report and Accounts 2013	Group Profile	5-7
NCC Group's Annual Report and Accounts 2013	Chairman's Statement	8-10
NCC Group's Annual Report and Accounts 2013	Operational and Financial Review	11-26
NCC Group's Annual Report and Accounts 2013	Directors and Senior Management	27-30
NCC Group's Annual Report and Accounts 2013	Directors' Report	31-34
NCC Group's Annual Report and Accounts 2013	Corporate Governance	35-42
NCC Group's Annual Report and Accounts 2013	Directors' Remuneration Report	43-50
NCC Group's Annual Report and Accounts 2013	Statement of Director's Responsibilities	51-52
NCC Group's Annual Report and Accounts 2013	Corporate Social Responsibility Report	53-56
NCC Group's Annual Report and Accounts 2013	Independent Auditors Report to the Members of NCC Group plc	57-58
NCC Group's Annual Report and Accounts 2013	Consolidated Income Statement	60
NCC Group's Annual Report and Accounts 2013	Consolidated Statement of Comprehensive Income	61
NCC Group's Annual Report and Accounts 2013	Group Balance Sheet	62
NCC Group's Annual Report and Accounts 2013	Company Balance Sheet	63
NCC Group's Annual Report and Accounts 2013	Group Cash Flow Statement	64
NCC Group's Annual Report and Accounts 2013	Company Cash Flow Statement	65
NCC Group's Annual Report and Accounts 2013	Statements of Changes in Equity	66-67
NCC Group's Annual Report and Accounts 2013	Notes	68-110
NCC Group's Annual Report and Accounts 2013	Company Information	111-112

APPENDIX I

DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires:

Acquisition	means the proposed acquisition of the entire issued share capital of Fox by NCC Group (Solutions) pursuant to the Acquisition Agreement;
Acquisition Agreement	means the agreement dated 24 November 2015 between NCC Group (Solutions) and the Sellers for the acquisition of the entire issued share capital of Fox;
Admission	means the Firm Placing Admission and the Placing and Open Offer Admission and, where the context permits, each of them;
Admission and Disclosure Standards	means the requirements contained in the publication ''Admission and Disclosure Standards'' dated April, 2002 (as amended from time to time) containing, amongst other things, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's market for listed securities;
AIM	means the market of that name operated by the London Stock Exchange;
Application Form	means the application form accompanying this document on which Qualifying Non-CREST Shareholders may apply for Open Offer Shares under the Open Offer;
Articles	means the articles of association of NCC Group;
Associates	means in relation to any person, (i) the directors and employees (and LLP members if applicable) from time to time of that person, (ii) the subsidiaries and holding companies (if any) from time to time of such person, (iii) each of the subsidiaries of any such holding company from time to time and (iv) the directors and employees from time to time of any subsidiary or holding company which is itself an Associate, and for the purposes of this definition ''subsidiaries'' and ''holding companies'' shall have the meanings given in the Companies Act;
Audit Committee	means the audit committee of the Board;
Board	means the board of directors of NCC Group;
Business Day	means any day (other than a Saturday, Sunday, public or bank holiday) on which banks generally are open for business in London (other than solely for settlement and trading in Euro);
City Code	means the City Code on Takeovers and Mergers of the United Kingdom;
Closing Price	means the closing middle market price of a NCC Group Ordinary Share as derived from the Daily Official List;
Companies Act	means the Companies Act 2006, as amended, modified, consolidated, re-enacted or replaced from time to time;
Completion	has the meaning given in the Acquisition Agreement;
CREST	means the system operated by Euroclear for the paperless settlement of trades in securities and the holding of uncertificated securities in accordance with the CREST Regulations;
CREST Manual	means the CREST Manual referred to in agreements entered into by Euroclear and available at www.euroclear.com/CREST;
CREST Member	means a person who has been admitted to Euroclear as a system member (as defined in the CREST Regulations);

CREST Participant	means a person who is, in relation to CREST, a system-participant (as defined in the CREST Regulations);
CREST Regulations	means the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended;
CREST Sponsor	means a CREST Participant admitted to CREST as a CREST sponsor;
CREST Sponsored Members	means a CREST Member admitted to CREST as a CREST sponsored member;
CSOP	means the company share option plan adopted by NCC Group further details of which are set out in section 12 of Part XVI;
Daily Official List	means the daily official list of the London Stock Exchange;
DB Plan	means the deferred bonus sub-plan adopted by NCC Group further details of which are set out in section 12 of Part XVI;
Directors	means the directors of NCC Group at the date of this document;
Disclosure and Transparency Rules	means the rules and regulations made by the FCA and contained in the FCA's publication of the same name;
Domain Assured Project	means the Group's aim to create a universal environment for end users to operate and navigate the internet with complete safety and security through the .secure domain;
EBITDA	means operating profit before depreciation, amortisation and non recurring costs after writing off bidding and mobilisation costs incurred;
EEA	means the European Economic Area;
EEA State	means a member state of the European Economic Area;
EMI	means the enterprise management incentive plan adopted by NCC Group further details of which are set out in section 12 of Part XVI;
Enlarged Group	means the Group, including the Fox Group, following Completion of the Acquisition;
Enlarged Issued Share Capital	means the issued share capital of NCC Group at Placing and Open Offer Admission, as enlarged pursuant to the Issue;
Equiniti	means Equiniti Limited, incorporated in England and Wales with registered number 06226088;
ESPP	means the employee stock purchase plan adopted by NCC Group further details of which are set out in section 12 of Part XVI;
Euroclear	means Euroclear UK & Ireland Limited, incorporated in England and Wales with registered number 2878738;
Ex-Entitlements Date	means the date on which the Existing Ordinary Shares trade ex entitlement to participate in the Open Offer;
Existing Ordinary Shares	means NCC Group Ordinary Shares in issue as at the date of this document;
FCA	means the UK Financial Conduct Authority;
Financial Advisers	means Peel Hunt LLP and Rickitt Mitchell & Partners Limited;
Firm Placed Shares	means NCC Group Ordinary Shares to be issued at the Issue Price by NCC Group pursuant to the Firm Placing;
Firm Placees	means any persons who have agreed to subscribe for the Firm Placed Shares pursuant to the Firm Placing;
Firm Placing	means the conditional placing of the Firm Placed Shares by Peel Hunt as agent for and on behalf of NCC Group pursuant to the terms of the Underwriting Agreement;

Firm Placing Admission	means admission of the Firm Placed Shares to the premium listing segment of the Official List in accordance with the Listing Rules and to trading on the London Stock Exchange's main market for listed securities in accordance with the Admission and Disclosure Standards;
Form of Proxy	means the form of proxy relating to the General Meeting being sent to Shareholders with this document;
Fox	means Fox-IT Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated pursuant to the laws of the Netherlands, whose corporate seat is in Delft, the Netherlands and its principle place of business is at 2616 LM Delft, Olof Palmestraat 6, registered in the Dutch Chamber of Commerce under number 27301623;
Fox Group	means Fox and its subsidiary undertakings and, where the context permits, each of them;
FSMA	means the Financial Services and Markets Act 2000, as amended from time to time;
Gartner	means Gartner, Inc.;
General Meeting	means the general meeting of NCC Group scheduled to be held on 16 December 2015, notice of which is set out at the end of this document, and any adjournment of such meeting;
Group	means NCC Group plc and its subsidiary undertakings and, where the context permits, each of them;
gTLDs	means generic top level domains;
HMRC	means Her Majesty's Revenue & Customs and, where relevant, any predecessor body which carried out part of its functions and references to any approval by HMRC shall, where appropriate, include approval by an officer of Her Majesty's Revenue & Customs;
ICANN	means Internet Corporation for Assigned Names and Numbers;
IFRS	means the International Financial Reporting Standards;
ISIN	means International Securities Identification Number;
ISO Plan	means the incentive stock option plan adopted by NCC Group further details of which are set out in section 12 of Part XVI;
Issue	means together, the Firm Placing and the Placing and Open Offer;
Issue Price	means 275 pence per New Ordinary Share;
LTIP	means the long term incentive plan adopted by NCC Group further details of which are set out in section 12 of Part XVI;
KPMG	means KPMG LLP;
Listing Rules	means the rules and regulations made by the FCA in its capacity as the UK Listing Authority under FSMA and contained in the UK Listing Authority's publication of the same name;
London Stock Exchange	means London Stock Exchange plc;
Material Adverse Effect	means an adverse effect which Peel Hunt, acting reasonably and in good faith, considers to be of substantive materiality to the Group as a whole; and further to be such as to make it inadvisable to proceed with the Placing and Open Offer on the terms and in the manner contemplated in the Underwriting Agreement;
Member Account ID	means the identification code or number attached to any member account in CREST;
MiFID	means the Markets in Financial Instruments Directive of the European Parliament and of the Council 2004/39/EC;

MR B.V.	means MR B.V., a private company with limited liability incorporated pursuant to the laws of the Netherlands, whose corporate seat is in Delft, the Netherlands and its principle place of business is at 2616 LM Delft, Olof Palmestraat 6, registered in the Dutch Chamber of Commerce under number 27301591;
NCC Group	means NCC Group plc, a public limited company incorporated in England and Wales with company number 4627044 with its registered office at Manchester Technology Centre, Oxford Road, Manchester M1 7EF;
NCC Group's Annual Report and Accounts 2013	means NCC Group's Annual Report and Accounts 2013 containing NCC Group's audited consolidated financial statement in respect of the financial year ended 31 May 2013, together with the audit report in respect of that period and a discussion of NCC Group's financial performance;
NCC Group's Annual Report and Accounts 2014	means NCC Group's Annual Report and Accounts 2014 containing NCC Group's audited consolidated financial statement in respect of the financial year ended 31 May 2014, together with the audit report in respect of that period and a discussion of NCC Group's financial performance;
NCC Group's Annual Report and Accounts 2015	means NCC Group's Annual Report and Accounts 2015 containing NCC Group's audited consolidated financial statement in respect of the financial year ended 31 May 2015, together with the audit report in respect of that period and a discussion of NCC Group's financial performance;
NCC Group Ordinary Shares	means ordinary shares of 1 pence each in the capital of NCC Group (including, if the context requires, the New Ordinary Shares);
NCC Group (Solutions)	means NCC Group (Solutions) Limited, a private limited company incorporated in England and Wales with company number 03742757 with its registered office at Manchester Technology Centre, Oxford Road, Manchester M1 7EF
net cash	net cash excludes finance leases and includes short-term bank loans;
New Facilities	means the facilities provided by the New Facilities Lenders to the Group pursuant to the New Facilities Agreement;
New Facilities Agreement	means the facilities agreement entered into on 20 November 2015 between NCC Group, certain other companies in the Group and the New Facilities Lenders relating to the New Facilities, further details of which are set out in section 6.4 of Part XVIII of this document;
New Facilities Lenders	means Royal Bank of Scotland, HSBC Bank plc and Lloyds Bank plc;
New Ordinary Shares	means together, the Firm Placed Shares, the Placed Shares and the Open Offer Shares and, where the context requires, each of them;
Nomination Committee	means the nomination committee of the Board;
Notice of General Meeting	means the notice of the General Meeting which is set out at the end of this document;
Official List	means the official list of the UK Listing Authority;
Open Offer	means the conditional offer inviting Qualifying Shareholders to subscribe for Open Offer Shares at the Issue Price, on the terms and subject to the conditions set out in Part XI of this document;
Open Offer Entitlements	means the pro rata entitlement of Qualifying Shareholders to subscribe for 1 Open Offer Share for every 10 Existing Ordinary Shares registered in their name on the Record Date;
Open Offer Shares	means NCC Group Ordinary Shares which are being offered to Qualifying Shareholders under the Open Offer;

Open Registry Group of Companies	means Open Registry S.A., Clearinghouse for Intellectual Property S.A., Nexperteam CVBA and Sensirius CVBA;
Overseas Investors	means persons with registered addresses in, or who are citizens, residents or nationals of, jurisdictions outside the United Kingdom;
Overseas Shareholders	means Qualifying Shareholders with registered addresses in, or who are citizens, residents or nationals of, jurisdictions outside the United Kingdom;
Panel	means the United Kingdom Panel on Takeovers and Mergers;
Participant ID	means the identification code or membership number used in CREST to identify a particular CREST Member or other CREST Participant;
Peel Hunt	means Peel Hunt LLP, in its capacity as sponsor, joint financial adviser and broker to NCC Group;
Placed Shares	means NCC Group Ordinary Shares to be issued at the Issue Price by NCC Group pursuant to the Placing subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer;
Placees	means any persons who have agreed to subscribe for Placed Shares pursuant to the Placing;
Placing	means the conditional placing of the Placed Shares by Peel Hunt as agent for and on behalf of NCC Group pursuant to the terms of the Underwriting Agreement subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer;
Placing and Open Offer Admission	means admission of the Placed Shares and the Open Offer Shares to the premium listing segment of the Official List in accordance with the Listing Rules and to trading on the London Stock Exchange's main market for listed securities in accordance with the Admission and Disclosure Standards;
Prospectus	means this document;
Prospectus Directive	means the Prospectus Directive of the European Parliament and of the Council 2003/71/EC;
Prospectus Rules	means the Prospectus Rules brought into effect on 1 July 2005 pursuant to Commission Regulation (EC) No. 809/2004 as amended;
QIB	means a qualified institutional buyer within the meaning of Rule 144A under the US Securities Act;
Qualifying CREST Shareholders	means Qualifying Shareholders holding Existing Ordinary Shares in a CREST account;
Qualifying Non-CREST Shareholders	means Qualifying Shareholders holding Existing Ordinary Shares in certificated form;
Qualifying Shareholders	means Shareholders on the register of members of NCC Group at the Record Date except for Overseas Shareholders with addresses in a Restricted Jurisdiction, subject to certain limited exceptions at the discretion of NCC Group;
Receiving Agent	means Equiniti;
Record Date	6.00 p.m. on 20 November 2015, being the latest time by which transfers of Existing Ordinary Shares must be received for registration by NCC Group in order to allow transferees to be recognised as Qualifying Shareholders;
Registrar of Companies	means the Registrar of Companies in England and Wales;
Registrars	means Equiniti;
Regulation S	means Regulation S under the US Securities Act;

Regulatory Information Service	means a service approved by the London Stock Exchange for the distribution to the public of announcements and included within the list maintained on the London Stock Exchange's website;
Relevant Member State	means each EEA State which has implemented the Prospectus Directive;
Remuneration Committee	means the remuneration committee of the Board;
Resolutions	means all of the resolutions set out in the Notice of General Meeting at the end of this document and Resolution shall mean any of them;
Restricted Jurisdiction	means the United States and any territories and possessions thereof, Canada, Japan, Australia, South Africa and any jurisdiction where the relevant action would constitute a violation of the relevant laws and/or regulations of such jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which NCC Group regards as unduly onerous or would result in significant risk or civil, regulatory or criminal exposure if information concerning the Issue is sent or made available in that jurisdiction;
Rickitt Mitchell	means Rickitt Mitchell & Partners Limited, in its capacity as joint financial adviser to NCC Group;
Royal Bank of Scotland	means The Royal Bank of Scotland plc;
Royal Bank of Scotland Facilities	has the meaning given in section 6.3 of Part XVIII of this document;
Senior Managers	means the persons set out in section 3 of Part XVI of this document;
Shareholders	means holders of Existing Ordinary Shares;
Sharesave Plan	means the sharesave plan adopted by NCC Group further details of which are set out in section 12 of Part XVI;
SEC	means the US Securities and Exchange Commission;
Sellers	means MR B.V. and Stichting Administratiekantoor Fox-exit Holding;
Settlement Instruction Form	means the Settlement Instruction Form between the Firm Placee and/or Placee and Peel Hunt in connection with the Firm Placing and/or Placing;
Share Schemes	means the LTIP, DB Plan, Sharesave Plan, EMI, CSOP, ISO Plan and ESPP;
Stichting Administratiekantoor Fox-exit Holding	means Stichting Administratiekantoor Fox-exit Holding, a foundation incorporated pursuant to the laws of the Netherlands, whose corporate seat is in Delft, the Netherlands and its principle place of business is at 2616 LM Delft, Olof Palmestraat 6, registered in the Dutch Chamber of Commerce under number 27310564;
subsidiary and subsidiary undertaking	have the meanings given to them in the Companies Act;
Treasury Shares	means ordinary shares of 1 pence each in the capital of NCC Group held in treasury;
UK or United Kingdom	means the United Kingdom of Great Britain and Northern Ireland;
UK Corporate Governance Code	means the UK Corporate Governance Code on the Principles of Good Governance and Code of Best Practice published in September 2014 by the Financial Reporting Council in the UK;
UK Listing Authority	means the United Kingdom Financial Conduct Authority in its capacity as the competent authority for listing under Part VI of the FSMA;

uncertificated or in uncertificated form	means registered as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;
Underwriting Agreement	means the conditional underwriting agreement entered into on 24 November 2015 between NCC Group and Peel Hunt relating to the Firm Placing and the Placing and Open Offer, further details of which are set out in section 6.2 of Part XVIII of this document;
US or United States or United States of America	means the United States of America, its territories and possessions, any state of the United States of America, any other areas subject to its jurisdiction and the District of Columbia;
US Exchange Act	means the United States Securities Exchange Act of 1934, as amended;
US Securities Act	means the United States Securities Act of 1933, as amended; and
USE	means Unmatched Stock Event instruction to Euroclear.

All references to legislation in this document are to the legislation of England and Wales unless the contrary is indicated. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

APPENDIX II

NOTICE OF GENERAL MEETING

NCC GROUP PLC

(Incorporated and registered in England and Wales with registered number 04627044)

NOTICE IS HEREBY GIVEN that NCC Group plc (the ''Company'') will hold a general meeting (the ''General Meeting'') at Manchester Technology Centre, Oxford Road, Manchester M1 7EF on 16 December 2015 at 11.00 a.m. to consider and, if thought fit, pass the following resolutions. Resolution 1 will be proposed as an ordinary resolution and resolution 2 will be proposed as a special resolution:

ORDINARY RESOLUTION

1. THAT, conditional upon the passing of resolution 2 as set out in the notice of this meeting 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) as set out in the notice of this meeting 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 A2,500,000 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 A2,500,000 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 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.

SPECIAL RESOLUTION

THAT, conditional upon the passing of resolution 1 as set out in the notice of this meeting and the Underwriting Agreement becoming unconditional in all respects (save only for the passing of resolutions 1 and 2 (inclusive) as set out in the notice of this meeting 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 general authority conferred by resolution 1 as set out in the notice of this meeting 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 A2,500,000 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 A2,500,000 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) in 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
(d) otherwise than pursuant to sub-paragraphs (a), (b) and (c) above, up to an 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.

By Order of the Board

Helen Nisbet Secretary Dated: 24 November 2015 Registered office: Manchester Technology Centre Oxford Road Manchester M1 7EF

Notes:

1. In order to attend and vote at the General Meeting you must comply with the procedures set out in these notes by the dates specified herein.
1. Any member entitled to attend and vote at the General Meeting is entitled to appoint one or more proxies to exercise any or all of their rights to attend, speak and vote at the General Meeting. A proxy form accompanies this document (''Proxy Form''). Please complete and return the Proxy Form whether or not you intend to attend the General Meeting in person. The return of the Proxy Form will not prevent you from attending and voting at the General Meeting if you so wish. You can appoint the Chairman of the General Meeting to act as your proxy, or ask one or more persons of your choice to be your proxy. Your proxy does not have to be a shareholder of the Company. There are notes on the Proxy Form explaining how you should complete it.

To be valid, the completed Proxy Forms must be received by the Company's registrar, Equiniti Registrars, by no later than 11.00 a.m. on 14 December 2015 and should be addressed to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting to be held on 16 December 2015 and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a ''CREST Proxy Instruction'') must be properly authenticated in accordance with CREST's specifications and must contain the information required for such instructions, as described in the CREST Manual which can be viewed at www.euroclear.com. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by 11.00 a.m. on 14 December 2015. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that there are no special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time.

In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

The Proxy Form may be completed electronically by going to www.sharevote.co.uk, where full details of the procedure are given. You will be required to enter the voting ID, task ID and/or shareholder reference number shown on your Proxy Form. A proxy appointment made electronically will not be valid if sent to any address other than those provided herein or if received after 11.00 a.m. on 14 December 2015.

1. Other than as specified herein, you may not use any electronic address provided either in this notice of General Meeting (''Notice'') or any related documents (including the Proxy Form) to communicate with the Company for any purposes other than those expressly stated.
1. The right of members to vote at the General Meeting is determined by reference to the Company's register of members (''Register''). We have set a time and date for eligibility to attend the General Meeting. Only those shareholders registered at 6.00 p.m. on 14 December 2015 will be eligible to attend or vote at the General Meeting. We will disregard changes to entries on the Register after 6.00 p.m. on 14 December 2015. If the General Meeting were to be adjourned for any reason, then only those shareholders registered in the Register at 6.00 p.m. on the day which is two working days prior to the day fixed for the adjourned meeting will be eligible to attend.
1. Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a ''Nominated Person'') may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The statement of the rights of shareholders in relation to the appointment of proxies above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.
1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member, provided they do not do so in relation to the same shares.
1. Any member attending the General Meeting is entitled to ask any question relating to the business being dealt with at the General Meeting. The Company will answer any such questions unless (i) to do so would interfere unduly with the preparation for the General Meeting or involve the disclosure of confidential information; or (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the General Meeting that the question be answered.
1. As required by section 311A of the Companies Act 2006, from the date of this Notice and for the following two years the following information will be available on the Company's website and can be accessed at www.nccgroup.trust: (i) the matters set out in this Notice;

(ii) the total number of shares in the Company and shares of each class, in respect of which members are entitled to exercise voting rights at the General Meeting; and

(iii) the totals of the voting rights that members are entitled to exercise at the General Meeting in respect of the shares of each class. Any members' statements, members' resolutions and members' matters of business received by the Company after the date of this Notice will be added to the information already available on the website as soon as reasonably practicable and will also be made available for the following two years.

As at 23 November 2015 (being the latest practicable date prior to publication of this document) the Company's issued share capital consists of 229,746,356 ordinary shares of 1p each (excluding treasury shares). The holders of ordinary shares are entitled to attend and vote at general meetings of the Company. On a vote by show of hands every ordinary shareholder entitled to vote has one vote. On a vote by poll every ordinary shareholder who is present in person or by proxy has one vote for every ordinary share held. Therefore the total voting rights in the Company as at 23 November 2015 were 229,746,356.

AI assistant

NCC GROUP PLC — Proxy Solicitation & Information Statement 2015

4869_prs_2015-11-24_779a9b95-cce3-4609-9b68-0c11f92c2fd3.pdf

NCC Group plc

Peel Hunt LLP

Rickitt Mitchell & Partners Limited

Notice to Overseas Investors and Overseas Shareholders

Notice to Shareholders in the United States

Notice to Overseas Investors in the United States

Notice to New Hampshire residents only

Enforceability of US judgments

Date of this document

TABLE OF CONTENTS

PART I

SUMMARY

PART II

RISK FACTORS

Risks relating to the Group

1 Failure of information technology systems

2 Loss of key management

3 Failure to attract, develop and retain appropriately skilled personnel

4 Damage to reputation

5 Acquisitions

6 New technological developments

7 Competitive environment

8 Investment in new areas

9 Ethical and legal breaches

10 Failure to protect intellectual property

11 Litigation

12 Rogue employees

13 Reliance on certain third party vendors

14 Loss of necessary accreditations and certifications

15 Credit risk

16 Currency risk

17 Interest rate risk

Risks relating to the Acquisition and the New Ordinary Shares

18 There can be no assurance that the Enlarged Group will be successful following the Acquisition

19 There can be no assurance that NCC Group will successfully integrate the Fox Group into the Enlarged Group

20 Dependence of the Fox Group on key customers

21 Importance of partners

22 Loss of customers by virtue of change of control provisions

23 Limited warranty protection under the Acquisition Agreement

24 The value of an investment in NCC Group Ordinary Shares may go down as well as up and any fluctuations may be material and may not reflect the underlying asset value

25 Any Qualifying Shareholders who fail to take up their Open Offer Entitlements will have their holdings in NCC Group diluted

26 Ability of the Group to pursue acquisition strategy if the Resolutions are not passed

27 Any future issue of shares will further dilute the holdings of shareholders of NCC Group and could adversely affect the market price of NCC Group Ordinary Shares

28 Dividends

29 The ability of Overseas Investors and Shareholders in the United States to bring actions, or to enforce judgments, against NCC Group or its directors or officers may be limited

30 Foreign exchange rate fluctuations may adversely affect the price of the Acquisition

31 Overseas Investors, US Shareholders and other Overseas Shareholders may be subject to exchange rate risks

32 Shareholders outside the United Kingdom may not be able to participate in future equity offerings

33 Admission of the New Ordinary Shares may not occur when expected

34 There is no public market for NCC Group Ordinary Shares in the United States or elsewhere outside the United Kingdom

PART III

IMPORTANT INFORMATION

1 General

2 Presentation of financial information

3 Rounding

4 Currencies

5 Forward looking statements

6 Notice to Overseas Investors and Overseas Shareholders

7 US considerations

Available information

Exchange rate consideration

8 Notice to all Shareholders

9 Market, economic and industry data

10 No incorporation of website information

11 Incorporation by reference

12 Definitions

13 Time

14 General notice

PART IV

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

PART V

ISSUE STATISTICS

PART VI

DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

Directors

COMPANY SECRETARY REGISTERED OFFICE

SPONSOR, JOINT FINANCIAL ADVISER AND BROKER JOINT FINANCIAL ADVISER

NCC GROUP PLC Proxy Solicitation & Information Statement 2015