Notes to the Financial Statements continued for the year ended 31 May 2021

26 Share-based payments continued Incentive Stock Option (ISO) scheme – equity settled Under the ISO scheme, options granted will be subject to performance criteria. Options will vest if the average EPS growth for the three years following their grant is greater than 10% per annum.

2021 Number outstanding

Expected term of options

Exercisable between

Exercise price £2.22 £1.82

Date of grant

9,016

August 2018

7 years 7 years

August 2021–August 2028

65,928

September 2019

September 2022–September 2029

Long Term Investment Plan (LTIP) schemes – equity settled Options granted on or after November 2017 have three separate vesting conditions as set out below:

• 60% will vest based on achieving an increase in Group EPS of 9% over three years. If growth is equal to 20% or more per annum then 100% of the award will vest. If, however, growth is less than 9% per annum, none of the award will vest. Between these two points, vesting is determined on a straight-line basis • 30% will vest based on achieving a cash conversion ratio ¹ expressed as a percentage over the measurement period of greater than 70% per annum on average. If cash conversion ¹ is greater than or equal to 80% per annum then 100% of the award will vest. If, however, cash conversion is less than 70% per annum, none of the award will vest. Between these two points, vesting is determined on a straight-line basis • 10% will vest based on the Group’s total shareholder return (TSR) ranking when measured against the FTSE 250 (excluding investment trusts). If the Group’s TSR is consistent with the median group, 20% of the award will vest; below this level, none of the award will vest. If the TSR is within the upper quartile or above, 100% of the award will vest; between the median and upper quartile, vesting is determined on a straight-line basis

2021 Number outstanding

Expected term of options

Exercisable between

Exercise price

Date of grant

860,611

August 2018

3 years 3 years 3 years 3 years

June 2021–August 2021 June 2022–August 2022 June 2022–August 2022 June 2023–August 2023

£nil *

£nil * 1,129,172

September 2019

194,116 682,427

March 2020 May 2021

£nil *

£nil

* The option exercise price is £nil; however, £1 is payable on each occasion of exercise. Restricted State Unit (RSU) schemes – equity settled

Options granted related to the RSU schemes on or after August 2018 have three separate vesting conditions as set out below: • 60% will vest based on achieving an increase in Group EPS of 9% over three years. If growth is equal to 20% or more per annum then 100% of the award will vest. If, however, growth is less than 9% per annum, none of the award will vest. Between these two points, vesting is determined on a straight-line basis • 30% will vest based on achieving a cash conversion ratio ¹ expressed as a percentage over the measurement period of greater than 70% per annum on average. If cash conversion ¹ is greater than or equal to 80% per annum then 100% of the award will vest. If, however, cash conversion is less than 70% per annum, none of the award will vest. Between these two points, vesting is determined on a straight-line basis • 10% will vest based on the Group’s total shareholder return (TSR) ranking when measured against the FTSE 250 (excluding investment trusts). If the Group’s TSR is consistent with the median group, 20% of the award will vest; below this level, none of the award will vest. If the TSR is within the upper quartile or above, 100% of the award will vest; between the median and upper quartile, vesting is determined on a straight-line basis The options are to be settled in equity.

2021 Number outstanding 227,501 639,465 138,554

Expected term of options

Exercisable between

Exercise price £0.01 £0.01 £0.01

Date of grant

August 2018

3 years 3 years 3 years

June 2021–August 2021 June 2022–August 2022 June 2023–August 2023

September 2019

May 2021

Restricted Share Plan (RSP) – equity settled The vesting condition for the award of RSPs relate to colleagues remaining with the Group for a certain period of time, namely two years to receive 50% of the award, and a further year to receive the remaining 50%. There are no other performance conditions.

2021 Number outstanding

Expected term of options

Exercisable between

Exercise price

Date of grant

50% exercisable August 2022 to August 2031, 50% exercisable August 2023 to August 2031

Nil (£0.01 in the US and Canada)

1,200,000

28 May 2021

2/3 years

178

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

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