NCC Group plc Annual Report 2022

Shareholder engagement

Substantial shareholdings As at 31 May 2022, 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:

Share capital structure The Company’s issued share capital at 31 May 2022 consisted of 309,967,243 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. Chris Batterham, our Senior Independent Director, and I are also available to meet with investors should the need arise. I met with our larger investors in February and March 2022 and fed back my findings to Board colleagues at the next Board meeting. In addition, our brokers undertook an investor survey on the back of our half-year results in January 2022 and the results of this were presented and discussed at a Board meeting. 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.

% of NCC’s total share capital

Number of ordinary shares

Shareholder

Sanford DeLand Asset Management Legal & General Group plc Canaccord Genuity Group Inc Montanaro Asset Management Artemis Investment Management Schroder Investment Management

18,342,500 5.92% 22,109,703 7.13% 15,580,182 5.04% 16,546,426 5.90% 13,822,640 4.98% 15,364,318 5.53% 10,796,426 3.89%

Unicorn Asset Management

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 110 to 120 of the Directors’ Remuneration Report. Annual General Meeting 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 2021 AGM, shareholders representing over 75.19% of the Company’s issued share capital returned their proxy votes. On behalf of the Board