NCC Group plc Annual Report 2021

Remuneration Committee report continued Directors’ remuneration policy continued

Current Policy table for Executive Directors continued

Changes since last Directors’ Remuneration Policy

Purpose and link to short and long-term strategic objectives Annual bonus To drive and reward sustainable business performance

Operation (including framework to assess performance)

Maximum opportunity

With effect from

125% of base salary. A lower maximum of 100%

Based on a range of stretching targets measured over one year. This might include, but not exclusively, profit measures and other strategic objectives such as cash management, brand development, customer satisfaction and retention, business unit sales growth and colleague engagement. Performance below the minimum performance target results in no bonus. No more than 20% of the maximum opportunity is paid for achievement of the threshold performance targets. Payments rise from the threshold payment to 100% of the maximum opportunity for levels of performance between the threshold and maximum targets. The rate of the rise and the various payment targets are determined annually by the Committee. The Committee has discretion to reduce the formulaic bonus outcome if individual performance is determined to be unsatisfactory or if the individual is the subject of disciplinary action. At least 35% of any bonus payment is normally deferred into shares or nominal cost share options which vest after a two year period. Dividend equivalents are paid on vesting share options. Malus and clawback provisions are in place for both cash and deferred elements. Awards have a performance period of at least three years and normally must be held for a further two years after vesting. The level of vesting is determined by measures appropriate to the strategic priorities of the business. At least half of any award will normally be subject to financial performance measures. Measures might include, but not exclusively, EPS, cash flow and relative TSR metrics. The Remuneration Committee has the discretion to determine the number of measures to be used. Performance below the threshold target results in no vesting. For performance between the threshold target and maximum performance target, vesting starts at 15% and rises to 100% of the shares vesting. Should a change in control of the Group occur, crystallisation of any LTIP awards is within the discretion of the Remuneration Committee. Malus and clawback provisions are in place.

2022/23, the intention is to increase the opportunity to 125% of salary for both the CEO and CFO.

of base salary will be operated in 2021/22.

Long Term Incentive Plan To drive long-term performance in line with Group strategy

For any awards made following the 2021 AGM, the intention is to increase the award to 175% for the CEO, and to

Award over shares with a face value at grant of 175% of salary p.a. with awards to the CFO normally capped at 150% of salary.

and incentivise through share ownership

150% for the CFO.

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NCC Group plc — Annual report and accounts for the year ended 31 May 2021

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