Results of Tender Offer and Total Voting Rights

NCC Group plc (LSE: NCC) is pleased to announce the results of the Tender Offer, following the close of the Tender Offer at 1:00 pm (UK time) on 1 September 2026, details of which were set out in the Circular published by the Company on 7 July 2026.

Tender Offer

The maximum aggregate number of Ordinary Shares that could be purchased pursuant to the Tender Offer was 117,241,379, representing approximately 41.2 per cent of the Company's issued share capital as at the Tender Offer Record Date, at a Tender Price of 145 pence per Ordinary Share.

Under the Tender Offer, valid applications to tender Ordinary Shares were received in respect of 153,970,101 Ordinary Shares. In accordance with the terms and conditions of the Tender Offer as set out in the Circular, all valid tenders by Qualifying Shareholders in excess of their Guaranteed Entitlement have been scaled back pro rata to the total number of such Ordinary Shares tendered, such that the total cost of Ordinary Shares purchased pursuant to the Tender Offer does not exceed £170 million. Applications in excess of their Guaranteed Entitlement have been scaled back by 56.9059744 per cent. A total of 117,241,379 Ordinary Shares will be purchased under the Tender Offer at the Tender Price of 145 pence per Ordinary Share. All the Ordinary Shares purchased will be cancelled.

The total value to be returned to Shareholders pursuant to the Tender Offer will therefore be approximately £170 million.

It is anticipated that payment of the consideration due to Qualifying Shareholders whose tender applications under the Tender Offer have been accepted will be:

• Credited to CREST accounts by 7 September; or
• Dispatched by cheque by 15 September

In respect of unsuccessfully tendered Shares, these will be:

• Credited to CREST accounts by 3 September
• Returned by share certificate by 15 September

As set out in the Circular, the Ordinary Shares will be purchased by Investec Bank plc pursuant to the Tender Offer and the Company will purchase such Ordinary Shares from the Investec Bank plc.

Total Voting Rights

Following the completion of the Tender Offer and the cancellation of the 117,241,379 successfully tendered Ordinary Shares due to take place on 7 September 2026, the Company's issued share capital will consist of 167,474,781 Ordinary Shares. The Company does not hold any shares in treasury. Therefore, the total number of voting shares in NCC will be 167,474,781.

Share Buyback

The new share £15m share buyback programme, details of which are set out in the Circular, and which would be undertaken under the general share buyback resolution also approved at the General Meeting on 23 July 2026 is expected to commence shortly.

Capitalised terms used in this announcement (unless otherwise defined) have the meanings set out in the announcement of the Company dated 7 July 2026 in respect of the Tender Offer.