Ncc Regulatory News (NCC)

21 September 2011

NCC Group plc

("NCC Group" or the "Company")

Result of AGM and Annual Financial Report

AGM resolutions passed

At the Annual General Meeting of NCC Group held at Manchester Technology Centre, Oxford Road, Manchester, M1 7EF on 21 September 2011, all of the resolutions, as set out in the Notice of Meeting, were voted on by a show of hands and were duly passed by the shareholders.

Details of the proxy votes received in respect of each resolution will shortly be posted on the Company's website at www.nccgroup.com.

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 http://www.hemscott.com/nsm.do.

Annual Financial Report

Following the release on 7 July 2011 of the Company's preliminary results for the year ended 31 May 2011 (the "Preliminary Announcement"), the Company announced on 18 August 2011 that it had published its Annual Report and Accounts for the year ended 31 May 2011 (the 'Annual Report and Accounts') and that the Annual Report and Accounts and the Notice of Annual General Meeting ("AGM Notice") had been posted to shareholders and submitted to the National Storage Mechanism and were available for inspection at http://www.hemscott.com/nsm.do. The AGM Notice together with the Annual Report and Accounts can also be viewed on the Investor Relations section of the Company's website at www.nccgroup.com.

The Preliminary Announcement included a set of financial statements and a review of the development and performance of the Company. In compliance with Disclosure and Transparency Rule (DTR) 6.3.5 the Company has extracted and set out below certain information from its Annual Report and Accounts. This information is included herein solely for the purpose of complying with DTR 6.3.5 and the requirements it imposes on the Company as to how to make public its annual financial reports. It should be read in conjunction with the Company's Preliminary Announcement issued on 7 July 2011. Together these constitute the material required by DTR 6.3.5 to be communicated to the media in unedited full text through a Regulatory Information Service. This material is not a substitute for reading the full Annual Report and Accounts. Page numbers and cross-references in the extracted information below refer to page numbers and cross-references in the Annual Report and Accounts.

The information contained in this announcement and in the Preliminary Announcement does not constitute the Group's statutory accounts but is derived from those accounts.

Principal Risks and Uncertainties 

The principal risks and uncertainties relating to the Company are set out on page 31 to the Annual Report and Accounts from which the following is extracted in full and unedited text:

"The principal financial risks and uncertainties the Group faces are described in note 20 to the Annual Report and Accounts.

The Group faces operational risks and uncertainties which the Directors take all reasonable steps possible to mitigate, however the Directors recognise that they can never be eliminated completely.

The principal operational risks and uncertainties the Group faces include those in relation to the recruitment of additional staff to meet the Group's ambitious growth plans, the entry of a significant competitor to threaten the Group's leading position in its domestic Escrow market, the occurrence of unforeseen difficulties in the integration of future acquisitions the Group may enter into, the implementation of SAP, the Group's new worldwide business solution and the dependence on key executives and senior managers.

There are no persons with whom the Company has contractual or other arrangements that are deemed to be essential to the Group.

Risk and uncertainties outside the Group's control include those relating to the implementation of changes in Government policy for the procurement of IT Services and alterations to the legislative and taxation framework in which the Group operates."

Directors' Responsibility Statement

The following statement is extracted from page 49 of the Annual Report and Accounts and is repeated here for the purposes of Disclosure and Transparency Rule 6.3.5 to comply with Disclosure and Transparency Rule 6.3. This statement relates solely to the Annual Report and Accounts and is not connected to the extracted information set out in this announcement or the Preliminary Announcement:

"The Directors are responsible for preparing the Annual Report and the Group and parent company financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare Group and parent company financial statements for each financial year. Under that law they are required to prepare the Group financial statements in accordance with IFRSs as adopted by the EU and applicable law and have elected to prepare the parent company financial statements on the same basis.

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent company and of their profit or loss for that period. In preparing each of the Group and parent company financial statements, the Directors are required to:

·; select suitable accounting policies and then apply them consistently;

·; make judgements and estimates that are reasonable and prudent;

·; state whether they have been prepared in accordance with IFRSs as adopted by the EU; and

·; prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the parent company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company's transactions and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure that its financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that complies with that law and those regulations. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions."

Related party transactions

The following extract from the Annual Report and Accounts refers to related party transactions as set out in Note 26 on page 102:

"The Group and Company's transactions with Directors are disclosed in the Directors' Remuneration Report.

NCC Group's Non Executive Chairman Paul Mitchell is a Director of Rickitt Mitchell and Partners Limited and the Group conducted business to the value of £399,500 (2010: £360,000) with Rickitt Mitchell and Partners Limited. Included within the charge is £334,500 relating to advice received in connection with acquisitions made during the year ended 31 May 2011. The remaining £65,000 relates to the services of the Non Executive Chairman. Rickitt Mitchell and Partners Limited also held 7,000 1.0p ordinary shares (2010: 7,000)."