NCC GROUP PLC
RESULTS OF THE 2023 ANNUAL GENERAL MEETING
Annual General Meeting
At the Annual General Meeting ("AGM") of NCC Group plc (the "Company") held at 9.00 am at XYZ Building, 2 Hardman Boulevard, Spinningfields, Manchester, M3 3AQ on 30 November 2023, shareholders duly passed all of the resolutions proposed. Each of the resolutions put to the AGM were voted on by way of a poll.
Resolutions 1 to 13 and resolution 18 were passed as ordinary resolutions and resolutions 14 to 17 were passed as special resolutions. The results of the poll incorporating proxy votes lodged in advance of the meeting are set out below (rounded to 2 decimal places).
| | | Votes for | % | Votes against | % | Total votes cast | % of ISC voted | Votes withheld |
| 1. | To receive the report and accounts | 240,585,713 | 98.74% | 3,066,488 | 1.26% | 243,652,201 | 77.72 | 173,178 |
| 2. | To approve the directors' remuneration report (other than the directors' remuneration policy) for the year ended 31 May 2023 | 206,893,530 | 84.86% | 36,926,077 | 15.14% | 243,819,607 | 77.78 | 5,772 |
| 3. | To declare a final dividend of 3.15p per share | 243,790,017 | 99.99% | 32,494 | 0.01% | 243,822,511 | 77.78 | 2,868 |
| 4. | To re-appoint KPMG as auditor | 240,751,145 | 98.74% | 3,071,366 | 1.26% | 243,822,511 | 77.78 | 2,868 |
| 5. | To authorise the Audit Committee to determine the auditor's remuneration | 243,751,972 | 99.98% | 50,836 | 0.02% | 243,802,808 | 77.77 | 22,571 |
| 6. | To re-elect Mike Maddison as a Director | 240,342,118 | 99.94% | 154,829 | 0.06% | 240,496,947 | 76.72 | 3,328,432 |
| 7. | To re-elect Chris Stone as a Director | 234,888,736 | 96.34% | 8,912,341 | 3.66% | 243,801,077 | 77.77 | 24,302 |
| 8. | To elect Julie Chakraverty as a Director | 238,583,524 | 99.20% | 1,917,423 | 0.80% | 240,500,947 | 76.72 | 3,324,432 |
| 9. | To re-elect Jennifer Duvalier as a Director | 216,486,945 | 90.01% | 24,015,086 | 9.99% | 240,502,031 | 76.72 | 3,323,348 |
| 10. | To re-elect Mike Ettling as a Director | 231,760,465 | 96.37% | 8,738,482 | 3.63% | 240,498,947 | 76.72 | 3,326,432 |
| 11. | To elect Guy Ellis as a Director | 240,373,427 | 99.95% | 127,520 | 0.05% | 240,500,947 | 76.72 | 3,324,432 |
| 12. | To re-elect Lynn Fordham as a Director | 238,590,963 | 99.21% | 1,911,068 | 0.79% | 240,502,031 | 76.72 | 3,323,348 |
| 13. | To authorise the Directors to allot shares | 205,737,191 | 84.38% | 38,085,542 | 15.62% | 243,822,733 | 77.78 | 2,646 |
| 14. | To authorise the Directors to disapply pre-emption rights up to 5% of the issue share capital | 226,801,464 | 93.04% | 16,969,951 | 6.96% | 243,771,415 | 77.76 | 53,964 |
| 15. | To authorise the Directors to disapply pre-emption rights for an additional 5% in relation to an acquisition or capital investment | 223,486,486 | 91.68% | 20,284,929 | 8.32% | 243,771,415 | 77.76 | 53,964 |
| 16. | To authorise the purchase of own shares pursuant to s.701 of the Companies Act 2006 | 237,307,446 | 97.38% | 6,376,892 | 2.62% | 243,684,338 | 77.73 | 141,041 |
| 17. | To reduce the notice period required for General Meetings | 228,268,656 | 93.62% | 15,547,059 | 6.38% | 243,815,715 | 77.77 | 9,664 |
| 18. | To authorise the making of political donations and incurring political expenditure | 192,506,941 | 79.00% | 51,170,949 | 21.00% | 243,677,890 | 77.73 | 147,489 |
Commenting on the less than 80% vote received for authority to make political donations and to incur political expenditure
As set out in the notice of AGM, NCC Group plc does not give any money for political purposes in the UK nor does it make any donations to UK political organisations or incur UK political expenditure. However, the definitions of political donations and political expenditure used in the UK Companies Act 2006 are very wide. In line with UK market practice, the authority is therefore requested only as a precautionary measure to ensure that NCC Group plc and any company which is or becomes a subsidiary of NCC Group plc does not inadvertently breach the relevant provisions of the UK Companies Act.
Notes:
1. Any proxy appointments which gave discretion to the chairman of the meeting have been included in the 'For' total.
2. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "for" and "against" a resolution, nor in the calculation of "total votes cast" for any resolution.
3. The issued share capital of the Company as at the date of the AGM was 313,488,589 ordinary shares.
4. The full text of the resolutions can be found in the Notice of Annual General Meeting which is available for inspection at the National Storage Mechanism www.morningstar.co.uk/uk/nsm and on the Company's website.
In accordance with Listing Rule 9.6.2, copies of the resolutions passed as special business of the meeting will be uploaded to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm.
For enquiries please contact:
Jonathan Williams
Company Secretary
+44 7917 634 643
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