Share capital structure

The Company's issued share capital at 31 May 2019 consisted of 277,830,625 ordinary shares of one pence each. There are no special control rights or restrictions on share transfer or special rights pertaining to any of the shares in issue and the Company does not have preference shares.

As far as is reasonably known to the Board, the Company is not directly or indirectly owned or controlled by another Company or by any government.

Board engagement with shareholders

Communications with shareholders are given high priority. There is a regular dialogue with institutional investors including presentations after the Company's year-end and half-year results announcements.

A programme of meetings take place throughout the year with major institutional shareholders and private shareholders have the opportunity to meet the Board face-to-face and ask questions at the Annual General Meeting. During the financial year the Directors held a number of meetings with shareholders as set out below.

Chris Batterham, Senior Independent Director, wrote to our largest shareholders in late 2018 offering a face-to-face meeting. One shareholder took up the offer and the meeting provided some very useful feedback for the Board to consider.

Board shareholder updates

Feedback from major institutional shareholders is provided to the Board on a regular basis and, where appropriate, the Board takes steps to address their concerns and recommendations.

Investor meetings

(FY18 results roadshows)

One-to-one meetings

29

Conference
calls

7

Group
meetings

2

Substantial shareholdings

As at 31 May 2019, the Company had been notified of the following interests of 3% or more in the issued share capital of the Company under the UK Disclosure and Transparency Rules:

ShareholderNumber of
ordinary shares
% of NCC's total share capital
Legal And General Investment Management23,614,2748.50
Schroder Investment Management15,364,3185.53
Artemis Investment Management15,033,3075.41
Montanaro Asset Management14,350,0005.17
Unicorn Asset Management10,200,3153.67

The following changes to the above interests have been notified to the Company from 31 May 2019 up until 24 July 2019.

ShareholderNumber of
ordinary shares
% of NCC's total share capital
Artemis Investment Management13,822,6404.98
Montanaro Asset Management10,796,4263.89

Directors' shareholdings

For details of Directors' shareholdings, remuneration and interests in the Company's shares and options, together with information on service contracts, see the Annual report on remuneration of the Directors' remuneration report.

Annual General Meeting

The Annual General Meeting (AGM) is an opportunity for shareholders to vote on certain aspects of Group business and provides a useful forum for one-to-one communication with private shareholders. At the AGM shareholders receive presentations on the Company's performance and may ask questions of the Board. The Chairman seeks to ensure that the Chairmen of the Audit, Remuneration, Nomination and Cyber Security Committees are available at the meeting to answer questions and all Directors attend.

The Company prepares separate resolutions on each substantially separate issue to be voted upon at the AGM. The result of the vote on each resolution is published on the Company's website after the AGM and will be announced via the regulatory information service. At the 2018 AGM, shareholders representing 73.22% of the Company's issued share capital returned their proxy votes.

On behalf of the Board

Chris Stone

NON-EXECUTIVE CHAIRMAN

24 July 2019