TIDMNCC

RNS Number : 2627V

NCC Group PLC

30 November 2023

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        %        Total votes   % of         Votes 
                                                          against               cast          ISC voted    withheld 
       To receive the 
 1.     report and accounts       240,585,713   98.74%   3,066,488    1.26%    243,652,201     77.72       173,178 
      -------------------------  ------------  -------               -------                -----------  ---------- 
       To approve the 
        directors' remuneration 
        report (other 
        than the directors' 
        remuneration 
        policy) for the 
        year ended 31 
 2.     May 2023                  206,893,530   84.86%   36,926,077   15.14%   243,819,607     77.78        5,772 
      -------------------------  ------------  -------               -------                -----------  ---------- 
       To declare a 
        final dividend 
        of 3.15p per 
 3.     share                     243,790,017   99.99%     32,494     0.01%    243,822,511     77.78        2,868 
      -------------------------  ------------  -------               -------                -----------  ---------- 
       To re-appoint 
 4.     KPMG as auditor           240,751,145   98.74%   3,071,366    1.26%    243,822,511     77.78        2,868 
      -------------------------  ------------  -------               -------                -----------  ---------- 
       To authorise 
        the Audit Committee 
        to determine 
        the auditor's 
 5.     remuneration              243,751,972   99.98%     50,836     0.02%    243,802,808     77.77       22,571 
      -------------------------  ------------  -------               -------                -----------  ---------- 
       To re-elect Mike 
        Maddison as a 
 6.     Director                  240,342,118   99.94%    154,829     0.06%    240,496,947     76.72      3,328,432 
      -------------------------  ------------  -------               -------                -----------  ---------- 
       To re-elect Chris 
 7.     Stone as a Director       234,888,736   96.34%   8,912,341    3.66%    243,801,077     77.77       24,302 
      -------------------------  ------------  -------               -------                -----------  ---------- 
       To elect Julie 
        Chakraverty as 
 8.     a Director                238,583,524   99.20%   1,917,423    0.80%    240,500,947     76.72      3,324,432 
      -------------------------  ------------  -------               -------                -----------  ---------- 
       To re-elect Jennifer 
        Duvalier as a 
 9.     Director                  216,486,945   90.01%   24,015,086   9.99%    240,502,031     76.72      3,323,348 
      -------------------------  ------------  -------               -------                -----------  ---------- 
       To re-elect Mike 
        Ettling as a 
 10.    Director                  231,760,465   96.37%   8,738,482    3.63%    240,498,947     76.72      3,326,432 
      -------------------------  ------------  -------               -------                -----------  ---------- 
       To elect Guy 
 11.    Ellis as a Director       240,373,427   99.95%    127,520     0.05%    240,500,947     76.72      3,324,432 
      -------------------------  ------------  -------               -------                -----------  ---------- 
       To re-elect Lynn 
        Fordham as a 
 12.    Director                  238,590,963   99.21%   1,911,068    0.79%    240,502,031     76.72      3,323,348 
      -------------------------  ------------  -------               -------                -----------  ---------- 
       To authorise 
        the Directors 
 13.    to allot shares           205,737,191   84.38%   38,085,542   15.62%   243,822,733     77.78        2,646 
      -------------------------  ------------  -------               -------                -----------  ---------- 
       To authorise 
        the Directors 
        to disapply pre-emption 
        rights up to 
        5% of the issue 
 14.    share capital             226,801,464   93.04%   16,969,951   6.96%    243,771,415     77.76       53,964 
      -------------------------  ------------  -------               -------                -----------  ---------- 
       To authorise 
        the Directors 
        to disapply pre-emption 
        rights for an 
        additional 5% 
        in relation to 
        an acquisition 
 15.    or capital investment     223,486,486   91.68%   20,284,929   8.32%    243,771,415     77.76       53,964 
      -------------------------  ------------  -------               -------                -----------  ---------- 
       To authorise 
        the purchase 
        of own shares 
        pursuant to s.701 
        of the Companies 
 16.    Act 2006                  237,307,446   97.38%   6,376,892    2.62%    243,684,338     77.73       141,041 
      -------------------------  ------------  -------               -------                -----------  ---------- 
       To reduce the 
        notice period 
        required for 
 17.    General Meetings          228,268,656   93.62%   15,547,059   6.38%    243,815,715     77.77        9,664 
      -------------------------  ------------  -------               -------                -----------  ---------- 
       To authorise 
        the making of 
        political donations 
        and incurring 
 18.    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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November 30, 2023 08:48 ET (13:48 GMT)

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