Share Buyback Programme

NCC Group plc (LSE: NCC, "NCC Group" or the "Group"), today announces that, further to the earlier announcement of the disposal of its Escode business, the Board has given irrevocable and non-discretionary instructions to Investec Bank plc ("Investec") and Peel Hunt LLP ("Peel Hunt", together the "Brokers") in relation to a share buyback programme to purchase ordinary shares of one pence each in NCC ("Ordinary Shares") for a maximum aggregate consideration of up to £70 million or a maximum of 31m shares (the "Share Buyback Programme").

The Share Buyback Programme will be effective from the date of this announcement, and purchases of Ordinary Shares are expected to commence in the next few days. The Share Buyback Programme will expire on 31 January 2027, subject to reapproval of the relevant share purchase authorities at the forthcoming AGM on 3 March 2026 (the "2026 AGM").

The maximum number of Ordinary Shares that may currently be repurchased by the Group under the authorities granted at the 2025 Annual General Meeting is 31,473,997. Authorisation for the buyback of any shares after the 2026 AGM will be subject to shareholder approval at the 2026 AGM, where the Company expects to seek renewal of the authority. If the authority for the Company to make purchases of Ordinary Shares is not renewed at the 2026 AGM, the Share Buyback Programme will expire at the conclusion of the 2026 AGM.

Investec and Peel Hunt have been instructed to execute the buyback in relation to the purchase of a combined maximum consideration up to £70 million or a maximum of 31m shares unless NCC subsequently instructs to terminate outside a closed period. Investec and Peel Hunt are each acting independently as riskless principal.

The purpose of the Share Buyback Programme is to reduce the Company's share capital and return capital to shareholders and reflects the Board's continued confidence in the prospects of the Group and the strength of the Balance sheet. Any Ordinary Shares purchased through the Share Buyback Programme will be cancelled.

The Share Buyback Programme will be executed in accordance with Chapter 9 of the UK Listing Rules and the terms of the Group's general authority to repurchase shares granted at its 2025 Annual General Meeting and any subsequent authority (to the extent granted at the 2026 Annual General Meeting). The Programme will also be conducted within the parameters of the UK version of the Market Abuse Regulation (Regulation (EU) No 596/2014) as incorporated into UK domestic law by virtue of the European Union (Withdrawal) Act 2018. The Brokers will act as principals for the simultaneous on-sale of such shares to the Company and will make trading decisions concerning the timing of the purchases of the Shares independently of the Company. Any purchase of ordinary shares made in relation to the Share Buyback Programme will be carried out on the London Stock Exchange.

Repurchases of shares under the Share Buyback Programme will be announced no later than 7.30 am on the business day following the calendar day on which the repurchase occurred. There is no guarantee that the Share Buyback Programme will be implemented in full or that any ordinary shares will be repurchased by NCC Group.