NCC GROUP PLC
RESULTS OF THE 2025 ANNUAL GENERAL MEETING
Annual General Meeting
At the Annual General Meeting ("AGM") of NCC Group plc (the "Company") held at 9.00 am at DLA Piper LLP, 160 Aldersgate Street, London EC1A 4HT, on 28 January 2025, 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 14 and resolution 19 were passed as ordinary resolutions and resolutions 14 to 18 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 | 247,691,687 | 100.00 | 8,261 | 0.00 | 247,699,948 | 78.70% | 2,611,250 |
| 2. | To approve the Directors' Remuneration Report (other than the part containing the Directors' remuneration policy) for the financial period ended 30 September 2024 | 165,819,347 | 80.33 | 40,605,441 | 19.67 | 206,424,788 | 65.59% | 43,886,409 |
| 3. | To approve the Directors' remuneration policy (as contained in the Directors' Remuneration Report) for the financial period ended 30 September 2024 | 219,536,691 | 89.61 | 25,454,793 | 10.39 | 244,991,484 | 77.84% | 5,319,714 |
| 4. | To declare a final dividend of 1.5p per share | 250,302,026 | 100.00 | 1,133 | 0.00 | 250,303,159 | 79.53% | 8,039 |
| 5. | To reappoint PwC LLP as auditor | 247,847,503 | 99.02 | 2,452,891 | 0.98 | 250,300,394 | 79.53% | 10,804 |
| 6. | To authorise the Audit Committee to determine the auditor's remuneration | 249,584,233 | 99.72 | 705,420 | 0.28 | 250,289,653 | 79.52% | 21,545 |
| 7. | To re-elect Mike Maddison as a Director | 246,924,529 | 99.98 | 54,300 | 0.02 | 246,978,829 | 78.47% | 3,332,369 |
| 8. | To re-elect Chris Stone as a Director | 241,091,220 | 96.32 | 9,199,289 | 3.68 | 250,290,509 | 79.52% | 20,688 |
| 9. | To elect Julie Chakraverty as a Director | 245,063,222 | 99.22 | 1,929,157 | 0.78 | 246,992,379 | 78.48% | 3,318,818 |
| 10. | To re-elect Jennifer Duvalier as a Director | 234,535,241 | 94.95 | 12,463,879 | 5.05 | 246,999,120 | 78.48% | 3,312,077 |
| 11. | To re-elect Mike Ettling as a Director | 246,950,357 | 99.98 | 40,023 | 0.02 | 246,990,380 | 78.47% | 3,320,818 |
| 12. | To re-elect Guy Ellis as a Director | 246,935,372 | 99.98 | 57,008 | 0.02 | 246,992,380 | 78.48% | 3,318,818 |
| 13. | To re-elect Lynn Fordham as a Director | 234,036,523 | 94.75 | 12,955,856 | 5.25 | 246,992,379 | 78.48% | 3,318,818 |
| 14. | To authorise the Directors to allot shares | 208,510,098 | 83.31 | 41,782,601 | 16.69 | 250,292,699 | 79.52% | 18,499 |
| 15. | To authorise the Directors to disapply pre-emption rights over up to 10% of the issued share capital | 235,986,031 | 94.29 | 14,291,483 | 5.71 | 250,277,514 | 79.52% | 33,684 |
| 16. | To authorise the Directors to disapply pre-emption rights over an additional 10% of the issued share capital in relation to an acquisition or other capital investment | 218,378,312 | 87.37 | 31,556,145 | 12.63 | 249,934,457 | 79.41% | 376,741 |
| 17. | To authorise the purchase of own shares pursuant to s.701 of the Companies Act 2006 | 247,841,128 | 99.02 | 2,453,341 | 0.98 | 250,294,469 | 79.52% | 16,729 |
| 18. | To reduce the notice period required for General Meetings | 237,716,371 | 94.97 | 12,578,084 | 5.03 | 250,294,455 | 79.52% | 16,743 |
| 19. | To authorise the making of political donations and incurring political expenditure | 202,283,543 | 80.82 | 48,009,154 | 19.18 | 250,292,697 | 79.52% | 18,501 |
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 314,739,972 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 https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website.
In accordance with Listing Rule 6.4.13, 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 https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
For enquiries please contact:
Jonathan Williams
Company Secretary
+44 7917 634 643
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