NCC : Notice of AGM

Resolutions 1 to 13 (inclusive) and resolution 18 will be proposed as ordinary resolutions. This means that, for each of those resolutions to be passed, more than 50% of the votes cast must be in favour of the resolution. Resolutions 14 to 17 (inclusive) will be proposed as special resolutions. This means that, for each of those resolutions to be passed, not less than 75% of the votes cast must be in favour of the resolution.

Resolution 1: Receiving the Annual Report and Accounts

The Directors will present to the shareholders at the AGM the accounts for the year ended 31 May 2023, together with the Strategic Report and the reports of the Directors and the auditor.

Resolution 2: Approving the Directors' Remuneration Report (other than the Directors' remuneration policy)

The Directors' Remuneration Report is included in full on pages 115 to 137 of the Company's 2023 Annual Report and Accounts (the '2023 Annual Report') and provides details of the remuneration paid to the Directors in respect of the year ended 31 May 2023. For the purposes of this resolution, this does not include

the parts of the Directors' Remuneration Report containing the Directors' remuneration policy, which is set out

on pages 131 to 137.

In accordance with the Companies Act 2006 (the 'Companies Act'), this resolution to approve the Directors' Remuneration Report (other than the Directors' remuneration policy) is advisory only and therefore no entitlement to remuneration is conditional on it.

Resolution 3: Declaring a final dividend

Final dividends are to be approved by shareholders. However, they cannot be more than the amount the Board recommends. The Board is recommending a final dividend of 3.15p per ordinary share for the year ended 31 May 2023. If shareholders approve the recommended dividend, it will be paid on 8 December 2023 to shareholders on the register at close of business on

10 November 2023.

Resolutions 4 and 5: Reappointment and remuneration of the auditor

The auditor of the Company is required to be appointed or reappointed at each AGM at which accounts are presented. An assessment of the effectiveness, independence and objectivity of the auditor has been undertaken by the Audit Committee, which has recommended to the Board that KPMG LLP be reappointed as auditor. The Board confirms that: (1) the recommendation is free from influence by a third party; and (2) no contractual term of the kind mentioned in Article 16(6) of the EU Regulation 537/2014 has been imposed on the Company. Accordingly, shareholder approval is being sought pursuant to resolution 4 to reappoint KPMG LLP as auditor of the Company.

Resolution 5 proposes that the Audit Committee be authorised to determine the level of the auditor's remuneration.

Resolutions 6-12: Election or re-election of Directors

Under the Company's Articles of Association (the 'Articles'), Directors appointed by the Board are required to submit themselves for election at the first AGM following their appointment. Also, in accordance with the UK Corporate Governance Code every other Director will stand for re-election at the AGM.

Biographical details of each Director standing for election or re-election can be found on pages 88 and 89 of the 2023 Annual Report together with their skills and experience which support the reasons why their contributions are, and continue to be, important to the Company's long-term sustainable success.

The Board supports the election or re-election of each Director, as it believes that the particular knowledge and experience of each Director, as described in their biographies as set out in the 2023 Annual Report, assist in ensuring that the Board has an appropriate balance of skills and experience for the requirements of the business. The Board has confirmed, following a performance review, that each of the Directors standing for election or re-election continues to perform effectively and demonstrates commitment to their role. The Board has considered whether each of the Non-Executive Directors is free of any relationship that could materially interfere with the exercise of their independent judgement and has determined that each Non-Executive continues to be considered independent.

Resolution 13: Granting the Directors authority to allot shares

Generally, the Directors may only allot shares in the Company (or grant rights to subscribe for, or to convert any security into, shares in the Company) if they have been authorised to do so by shareholders.

Resolution 13 renews a similar authority given at last year's AGM and is in two parts.

In line with guidance issued by the Investment Association, if passed, paragraph 13(a) of resolution 13 will authorise the Directors to allot shares in the Company (and to grant rights to subscribe for, or to convert any security into, shares in the Company) up to an aggregate nominal amount of £1,040,429 (representing 104,042,900 ordinary shares). This amount represents approximately one-third of the issued ordinary share capital of the Company as at 26 September 2023 (being the latest practicable date before the publication of this document).

In addition, if passed, paragraph 13(b) of resolution 13 will authorise the Directors to allot ordinary shares in the Company (and to grant rights to subscribe for, or to convert any security into, ordinary shares in the Company) in connection with a rights issue only up to a further aggregate nominal amount of £1,040,429 (representing 104,042,900 ordinary shares). This amount represents approximately one-third of the issued ordinary share capital of the Company as at 26 September 2023 (being the latest practicable date before the publication of this document).

If given, these authorities will expire on the earlier of the conclusion of the Company's 2024 AGM, or 28 February 2025. It is the Directors' intention to renew the allotment authority each year.

As at the date of this document, no ordinary shares are held by the Company in treasury.

The Directors have no current intention of allotting new ordinary shares other than in relation to the Company's share schemes. However, the Directors consider that it is in the best interests of the Company to have the authorities available so that they have the maximum flexibility permitted by institutional shareholder guidelines to allot shares without the need for a general meeting should they determine that it is appropriate to do so to respond to market developments or to take advantage of business opportunities as they arise. The Board recommends that this authority be renewed.

Resolutions 14 and 15: Disapplication of pre-emption rights

Generally, if the Directors wish to allot new shares or other equity securities (within the meaning of section 560 of the Companies Act 2006) for cash, then under the Companies Act 2006 they must first offer such shares or securities to shareholders in proportion to their existing holdings. These statutory pre-emption rights may be disapplied by shareholders.

Resolutions 14 and 15, which will be proposed as special resolutions, will enable the Directors to allot equity securities for cash or sell treasury shares for cash without first offering them to shareholders pro rata to their existing holdings. The resolutions take a similar form to the resolutions passed at last year's AGM.

The powers proposed under resolution 14 will be limited to allotments or sales of ordinary shares:

1. in connection with a rights issue, open offer or other pre-emptive offer to ordinary shareholders and to holders of other equity securities (if required by the rights of those securities or the Directors otherwise consider necessary), but (in accordance with normal practice) subject to such exclusions or other arrangements, such as for fractional entitlements and overseas shareholders, as the Directors consider necessary; and
2. in any other case, up to an aggregate nominal amount of £156,064 (representing 15,606,400 ordinary shares). This amount represents approximately 5% of the issued ordinary share capital of the Company as at 26 September 2023 (being the latest practicable date before the publication of this document).

This resolution renews the authority obtained at last year's AGM. If given, the authority granted under resolution 14 will expire on the earlier of the conclusion of the AGM of the Company to be held in 2024, or 28 February 2025.

The powers proposed under resolution 15 will be limited to allotments or sales of ordinary shares:

1. up to an aggregate nominal amount of £156,064 (representing 15,606,400 ordinary shares). This amount represents approximately 5% of the issued ordinary share capital of the Company as at 26 September 2023 (being the latest practicable date before the publication of this document); and
2. may be used only for the purposes of financing (or refinancing, if such refinancing occurs within six months of the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice.

This resolution renews the authority obtained at last year's AGM. If given, the authority granted under resolution 15 will expire on the earlier of the conclusion of the AGM of the Company to be held in 2024, or 28 February 2025.

In accordance with the Pre-Emption Group's Statement of Principles, the Directors confirm that they do not intend to issue more than 7.5% of the issued ordinary share capital of the Company on a non-pre-emptive basis (except in connection with an acquisition or specified capital investment as referred to above) in any rolling three year period without prior consultation with shareholders. As noted in relation to resolution 14 above, the Directors have no current intention of issuing ordinary shares other than in relation to the Company's employee share schemes.

Resolution 16: Authority to purchase own shares

The Directors believe it is in the interests of the Company and its shareholders to have the flexibility to purchase its own shares and this resolution seeks authority from shareholders to do so.

Resolution 16, which will be proposed as a special resolution, renews a similar authority given at last year's AGM. The Directors presently have no intention of exercising the authority sought under resolution 16 but consider the authority desirable to provide maximum flexibility in the management of the Company's capital base. If passed, and in considering whether to use this authority, the Directors will take into account factors including the financial resources of the Company, the Company's share price and future funding opportunities. The Directors would only use this authority if they believed that to do so would result in an increase in earnings per share and promote the success of the Company for the benefit of its shareholders as a whole. If any purchases of ordinary shares are made pursuant to this authority, it is intended that such ordinary shares will either be cancelled, held in treasury or used to satisfy options exercised under the Company's share schemes, in each case in accordance with the provisions of the Companies Act 2006. While held in treasury, the shares are not entitled to receive any dividend or dividend equivalent (apart from any issue of bonus shares) and have no voting rights. The Directors will have regard to institutional shareholder guidelines which may be in force at the time of

any such purchase, holding or resale of shares held in treasury. Any purchases of ordinary shares would be by means of market purchases on the London Stock Exchange.

This resolution would be limited to 31,212,800 ordinary shares, representing approximately 10% of the issued equity share capital of the Company as at 26 September 2023 (being the latest practicable date prior to publication of this document). The authority also sets minimum and maximum prices at which shares may be bought. The renewed authority will remain in force until the earlier of the conclusion of the Company's 2024 AGM, or 28 February 2025. The Directors intend to seek renewal of this power at each AGM.

The total number of options to subscribe for ordinary shares for all share schemes of the Company which were outstanding as at 26 September 2023 (being the latest practicable date prior to publication of this document) was 12,492,076, which represents approximately 4.00% of the Company's issued share capital and would represent 4.45% of the Company's issued share capital if the full authority to repurchase ordinary shares as proposed by resolution 16 was exercised.

As at 26 September 2023 (being the latest practicable date prior to publication of this document), the Company holds no shares in treasury.

Resolution 17: Notice of general meetings

Resolution 17 enables the Company to hold general meetings (other than AGMs) on 14 clear days' notice. The Articles currently permit such notice period, but this resolution is required in order to comply with the Shareholders' Rights Regulations.

The Company intends only to use the shorter notice period where the flexibility would be helpful given the business of the meeting and where the Company considers it is to the advantage of the shareholders as a whole. In accordance with the Companies Act 2006, the Company must make a means of electronic voting available to all shareholders for that meeting in order to be able to call a general meeting on less than 21 clear days' notice.

If passed, the resolution will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.