NCC : Notice of Annual General Meeting 2016

NCC Group plc

(the 'Company' or the 'Group')

Notice of Annual General Meeting 2016

The Company confirms that its Notice of Annual General Meeting 2016 ('AGM Notice') and its Annual Report and Accounts for the year ending 31 May 2016 ('Annual Report') have been published on the Investor Relations section of its website (www.nccgroup.trust). The Annual General Meeting will be held at 11am on 22 September 2016 at Manchester Technology Centre, Oxford Road, Manchester M1 7EF.

Copies of the Annual Report and the AGM Notice have been submitted to the National Storage Mechanism and will shortly be available for inspection atwww.morningstar.co.uk/uk/NSM.

A condensed set of the Company's financial statements and extracts were included in the Company's preliminary results for the year ended 31 May 2016 released on 7 July 2016 (the 'Preliminary Announcement'). The information included within the Preliminary Announcement together with the information set out below, which is extracted from the Annual Report, constitute the material required by Disclosure and Transparency Rule 6.3.5 to be communicated to the media in full unedited text through a Regulatory Information Service. This announcement and the Preliminary Announcement is not a substitute for reading the full Annual Report. Page numbers and cross-references in the extracted information below refer to page numbers and cross-references in the Annual Report. To view the Preliminary Announcement, please visit the Investor Relations section of the Company's website at www.nccgroup.trust.

Directors' Responsibility Statement

The following statement is extracted from pages 96 to 97 of the Annual Report and is repeated here for the purposes of Disclosure and Transparency Rule 6.3.5. This statement relates solely to the Annual Report 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 Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.

We confirm that to the best of our knowledge:

· the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole; and

· the Strategic Report and Directors' Report include a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

We consider the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy'.

Principal risks and uncertainties

The principal risks and uncertainties relating to the Company are set out on pages 28 to 31 of the Annual Report from which the following is extracted in full and unedited text:

'The Group faces operational risks and uncertainties, which the Directors take all reasonable steps to mitigate, however, the Directors recognise that they can never be eliminated completely. Managing risk sensibly is key to the success of any Company.

A robust review of those risks which could seriously affect the Group's performance, future prospects and reputation has been performed.

A Group Risk Register is maintained which is reviewed in depth by the Operational Board on a bi-annual basis. The Risk Register is then reviewed by the Audit Committee for an independent and objective assessment before being circulated to the Board. Day-to-day risks faced by the Group are mitigated by management processes and procedures embedded in the Group's Quality System. The Board and senior management also encourage a culture of transparency and openness to ensure that issues are escalated promptly to them when required.

The following table sets out the principal operational risks and uncertainties facing the business, in no order of priority, their potential impact and the principal mitigating factors.

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

The principal financial risks faced by the Group are:

· Credit Risk. This is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group's receivables from customers. The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer.

· Liquidity Risk. This is the risk that the Company will not be able to meet its financial obligations as they fall due. The Group manages liquidity risks by regular reviews of forecast cash flows in line with contractual maturities of financial liabilities and the revolving credit facility available. Forecast cash flows are reported to the Board on a monthly basis.

· Currency Risk. The Group is exposed to currency risk on sales, purchases and borrowings that are denominated in a currency other than the respective functional currencies of the Group entities. The Group's management review the size and probable timing of settlement of all financial assets and liabilities denominated in foreign currencies.

· Interest Rate Risk. The Group and Company finances its operations through a mixture of retained profits and bank borrowings. The Group borrows and invests surplus cash at floating rates of interest based upon bank base rates.