Shareholder engagement
Share capital structure The Company’s issued share capital at 30 September 2025 consists of 315,006,079 ordinary shares of 1p each. There are no special control rights or restrictions on share transfer or special rights pertaining to any of the shares in issue and the Company does not have preference shares. As far as is reasonably known to the Board, the Company is not directly or indirectly owned or controlled by another company or by any government. Board engagement with shareholders Communications with shareholders are given high priority. There is a regular dialogue with institutional investors including presentations after the Company’s year end and half-year results announcements. A programme of meetings takes place throughout the year with major institutional shareholders, and private shareholders have the opportunity to meet the Board face to face and ask questions at the AGM. We are in regular contact with our large investors through a regular scheduled programme of meetings attended by either our CEO or CFO or both of them. Julie Chakraverty, our Senior Independent Director, and I are also available to meet with investors should the need arise. After meeting our larger investors, I feed back my findings to Board colleagues at the next Board meeting. In addition, our brokers undertake investor surveys on the back of our half and full-year results and the results of these were presented and discussed at Board meetings. Our aim is to engage with our shareholders in an open and meaningful way. During the financial year, the Directors held a number of meetings with shareholders as set out below. Board shareholder updates Feedback from major institutional shareholders is provided to the Board on a regular basis and, where appropriate, the Board takes steps to address their concerns and recommendations.
Substantial shareholdings As at 30 September 2025, the Company had been notified of the following interests of 3% or more in the issued share capital of the Company under the UK Disclosure and Transparency Rules:
% of NCC Group’s total share capital
Number of ordinary shares
Shareholder
Aberforth Partners Richard Griffiths
40,057,799 12.72% 32,671,106 10.37%
Odyssean Investment Trust
20,000,000 18,312,987 15,624,408 15,362,500 15,299,695 13,151,529 10,888,638 9,932,261 9,750,000 9,471,825
6.35% 5.81% 4.96% 4.88% 4.86% 4.18% 3.46% 3.15% 3.10% 3.01%
BlackRock
Vanguard Group Harwood Capital First Trust Advisors
NFU Mutual
Artemis Investment Management
Kestrel Partners
Canaccord Wealth (Inst)
Schroder Investment Management
There were no changes to the above notified to the Company between 30 September 2025 and 11 December 2025.
Directors’ shareholdings For details of Directors’ shareholdings, remuneration and interests in the Company’s shares and options, together with information on service contracts, see pages 81 to 93 of the Directors’ Remuneration Report. AGM The AGM is an opportunity for shareholders to vote on certain aspects of Group business and provides a useful forum for one-to-one communication with private shareholders. At the AGM shareholders receive presentations on the Company’s performance and may ask questions of the Board. The Chair seeks to ensure that the Chairs of the Audit, Remuneration, Nomination and Cyber Security Committees are available at the meeting to answer questions and all Directors attend. The Company prepares separate resolutions on each substantially separate issue to be voted upon at the AGM. The result of the vote on each resolution is published on the Company’s website after the AGM and will be announced via the regulatory information service. At the 2025 AGM, shareholders representing over 65% of the Company’s issued share capital returned their proxy votes. On behalf of the Board
Investor meetings
One-to-one meetings 157 Group meetings 40
Chris Stone Non-Executive Chair 11 December 2025
NCC Group plc — Annual report and accounts for the year ended 30 September 2025 70
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