Share Buyback Programme

NCC Group plc (LSE: NCC, "NCC Group" or "the Group"), a people-powered, tech-enabled global cyber security business, today announces that, further to the completion of the Tender Offer on 2 September 2026 and as announced in the Circular on 7 July 2026, the Board has given irrevocable and non-discretionary instructions to Peel Hunt LLP ("Peel Hunt") and Investec Bank plc ("Investec", 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 £15 million or a maximum of 16,724,556 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 maximum number of Ordinary Shares that may currently be repurchased by the Group under the authorities granted at the General Meeting of the Company held on 23 July 2026 is 16,724,556. The Share Buyback Programme will expire on 23 October 2027, subject to the renewal of the relevant share purchase authority at the next annual general meeting of the Company. Authorisation for the purchase of any Ordinary Shares after the next annual general meeting will be subject to shareholder approval at that meeting, where the Company expects to seek renewal of the authority. If the authority is not renewed at the next annual general meeting, the Share Buyback Programme will expire at the conclusion of that meeting or, if earlier, on 23 October 2027.

Peel Hunt and Investec, each acting independently as riskless principal, have been instructed to execute the Share Buyback Programme in relation to the purchase of a combined maximum consideration up to £15 million (or a combined maximum of 16,724,556 shares derived from the company's existing authority share buyback limit). The Brokers will act as principals for the simultaneous on-sale of such Ordinary Shares to the Company and will each make trading decisions concerning the timing of the purchases of the Ordinary Shares independently of the Company.

The purpose of the Share Buyback Programme is to complete the return of capital to shareholders following the completion of the sale of its Escode business on 29 May 2026, reflecting 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 are expected to be transferred into treasury.

The Share Buyback Programme will be executed in accordance with Chapter 9 of the UK Listing Rules and the terms of the Company's general authority to make market purchases of Ordinary Shares granted at the General Meeting of the Company held on 23 July 2026 and any subsequent authority (to the extent granted at the next annual general meeting of the Company).

Under the terms of the Share Buyback Programme, on any given trading day the Programme may exceed 25 per cent, but remain below 50 per cent of the average daily trading volume of the Ordinary Shares. Accordingly, on trading days where the Programme exceeds 25 per cent. of the average daily trading volume, the Company may not benefit from the exemption contained in Article 5(1) of Regulation (EU) 596/2014, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended) ("UK MAR"). Purchases of Ordinary Shares under the Share Buyback Programme may be carried out on the London Stock Exchange or any other trading venue permitted by applicable law and the terms of the relevant share purchase authority.

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.