Publication of Circular & Notice of GM

NCC Group plc

("NCC" or "Company")

Related Party Transactions, Publication of Circular and Notice of Extraordinary General Meeting

As stated in the Company's preliminary results announcement on 18 July 2017, the Board of NCC has become aware of certain administrative non-compliance issues with respect to distributable reserves and the payment of certain historical dividends between 2010 and 2017 (the ''Relevant Dividends''), which have regrettably resulted in an infringement of the Companies Act 2006 ("Companies Act").

At all relevant times the NCC Group had adequate reserves in subsidiary companies to allow the payment of the Relevant Dividends, however these amounts were not distributed up to NCC Group plc, the parent company of the NCC Group, in advance of the declaration and payment of the Relevant Dividends. Unfortunately, this administrative oversight resulted in the Relevant Dividends being paid otherwise than in accordance with the Companies Act. These issues only affected the Relevant Dividends and did not affect any other dividends declared and paid by the Company. The total aggregate amount of the Relevant Dividends was £18,372,735.87.

The issue is of a historical nature and there is no change to the financial outlook of the Company as a consequence of this technical matter. It also has no impact on the Company's intentions or ability to continue paying future dividends. No fines or other penalties have been incurred by the Company.

The Company has today published and will post to shareholders an explanatory circular convening an extraordinary general meeting for Thursday 21 September 2017 (the "Circular"), at which a special resolution ("Resolution") will be proposed which will, if passed, put all potentially affected parties in the position which they were intended to be in had the Relevant Dividends been declared and paid in accordance with the full requirements of the Companies Act. Further details of the Relevant Dividends are contained in the Circular.

The steps being proposed are in line with those taken by other UK incorporated listed companies that have encountered similar issues in the past and will involve the Company entering into deeds of release in respect of the directors of the Company at the time the Relevant Dividends were declared and paid (being the "Former Directors" and "Related Party Directors" as defined in the Circular (together the "Relevant Directors")) (the "Directors' Deed of Release") and in respect of the past and present shareholders who appeared on the register of members on the record date for any of the Relevant Dividends (the "Shareholders' Deed of Release"). The consequence of the entry into of the Directors' Deed of Release and the Shareholders' Deed of Release by the Company, is that the Company will be unable to make any claims against past or present shareholders of the Company who were recipients of the Relevant Dividends ("Recipient Shareholders") and/or any of the Relevant Directors.

Certain of the Relevant Directors are also classed as a related party for the purposes of the Listing Rules, as they are either current directors of the Company or have been a director of the Company in the 12 months prior to the date of the Circular and were involved in the decision to declare or pay all or certain of the Relevant Dividends (being the "Related Party Directors" as defined in the Circular). In accordance with the Listing Rules, due to the aggregate value of the Relevant Dividends (being £18,372,735.87), the entry by the Company into the Directors' Deed of Release and consequential waiver of any rights of the Company to make claims against the Related Party Directors, constitutes a related party transaction.

In addition, the proposed waiver of claims against one of the Recipient Shareholders, the Related Party Shareholder (as defined in the Circular), constitutes a smaller related party transaction for the purposes of LR 11.1.10 of the Listing Rules.

The Circular contains further details regarding the consequences of the Relevant Dividends having been made otherwise than in accordance with the Companies Act and the reasons why the Board of NCC is proposing the Resolution. The Circular also contains a notice convening an extraordinary general meeting to be held at the offices of DLA Piper UK LLP, 1 London Wall, London, EC2Y 5EA, United Kingdom at 9.15 am (or as soon thereafter as the Annual General Meeting of the Company, to be held on the same date as the extraordinary general meeting, is concluded or adjourned) on 21 September 2017.

Terms used in this announcement shall have the meaning given to them in the Circular.

The Circular will be available to view on the Company's website (www.nccgroup.trust/uk/about-us/investor-relations) and at the offices of NCC Group plc at XYZ Building, 2 Hardman Boulevard, Spinningfields, M3 3AQ, United Kingdom and at the offices of DLA Piper UK LLP at 1 London Wall, London, EC2Y 5EA, United Kingdom. A copy of the Circular and the accompanying Form of Proxy have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm.