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FREQUENTLY ASKED QUESTIONS

THE NORTHGATE PLC ALL EMPLOYEE SHARE SCHEME

The following questions and answers cover some of the more commonly asked questions relating to participation in the Northgate plc All Employee Share Scheme (also known as a Share Incentive Plan or ‘SIP’).

If you have any additional questions, please call the YBS Share Plans Helpline on 0345 1200 300 - they’ll be happy to help.

Lines are open Monday to Friday 9.00am - 5.00pm, excluding public holidays in England and Wales.

What are Partnership and Matching Shares?

They are all Ordinary Shares in Northgate plc. The names ’Partnership Share’ and ’Matching Share’ simply relate to the different rules that apply to the award and release of these shares by employees under the rules of the SIP.

What happens if the share price goes down after shares have been purchased?

If the shares fall in value then the value of your overall investment in the SIP will also fall. Any investment in the SIP is a risk. Even though there could be significant tax advantages (provided you retain your shares in the SIP for long enough), there is no guarantee that the value you’ll get back from the SIP will be equal to or greater than what you put in.

Where can I find the Northgate plc share price?

The price of Northgate plc shares can be found on the company website: northgateplc.com

Will the proposed merger with Redde plc impact the SIP?

No, it most likely will have no impact. The only thing is that should the merger be approved by shareholders, the new name of the company will be Redde Northgate plc but this does not affect the shares already held or the ones that will be bought through the SIP.

How will I know how many Partnership and Matching Shares are awarded to me?

You’ll receive a summary statement each year from YBS Share Plans confirming the number of each type of share you hold in the SIP.

You can also register to access a more detailed view of your SIP account online by visiting ybsshareplans.co.uk/northgate and clicking on ‘Register’. You’ll need your SIP account number to hand and will be asked to provide some security information. Registration should only take a few minutes of your time.

How do I stop my monthly contributions to the SIP?

You can stop your monthly contributions at any time by contacting the company payroll at UKPayroll@northgateplc.com. Provided your request is received before the payroll deadline for that month, it will come into effect in the month the request is received; otherwise the change will take place in the following month.

If you also want a refund of your contributions you will need to contact YBS Share Plans to arrange this.

What about dividends?

Once you have registered to view your account online you’ll be able to see the history of the dividend payments that you have received to date.

If you hold shares in the SIP at the relevant date you’ll be eligible to receive future dividend payments (if and when they are paid by Northgate plc). You can receive your dividends in cash or use the monies to buy further Scheme shares (known as ‘Dividend Shares’). You can change your dividend option online at ybsshareplans.co.uk/northgate. You will need to login and select your account number and then click on ‘Dividend Option’.

Cash dividends will be transferred to your bank account and usually received within 5 days of the dividend payment (or by cheque where no bank details are recorded against your account). Dividend Shares will be purchased at the prevailing market price and added to your holding within a few days of the dividend payment. Dividend Shares will be subject to a Holding Period of three years and you won’t be able to withdraw them from the Scheme whilst you remain employed by Northgate plc during this period.

When can I withdraw my shares from the SIP?

If you’re still employed

You can take your Partnership Shares out of the SIP at any time, but you can’t withdraw any Matching Shares from the SIP until you’ve held them for three or more years from the original award date. If you withdraw any Partnership Shares within three years of their purchase date, you’ll forfeit the corresponding Matching Shares.

You’ll normally have income tax and National Insurance Contributions (NIC’s) to pay on any Partnership Shares and Matching Shares (outside the three year Holding Period) you withdraw from the SIP within five years of their original award date but you won’t have to pay income tax or NICs on any shares you withdraw from the SIP that have been held for five years or more.

Leaver

If you leave Northgate plc you’ll have to withdraw all your Shares from the SIP at the earliest opportunity. Depending on your reason for leaving, you may have to pay income tax and NICs for those shares which have been in the SIP for less than five years. You may also forfeit any Matching Shares that haven’t been held for three or more years from their original award date.

Any money which has not yet been used to buy shares will usually be returned to you after the deduction of income tax and NICs.

If all 12 payments have been made within the Accumulation Period then you will still be eligible to buy shares, even if you have left employment.

How do I withdraw my shares from the SIP?

If you want to withdraw any shares from the SIP whilst you are still employed by Northgate plc, you’ll need to ensure that you have registered for online access and received your Customer Number.

You can then simply go to ybsshareplans.co.uk/northgate and select ‘Login’. Select your account number and click on ‘Withdraw some shares’. All instructions received by 9am each business day will be processed that day and shares will be released from the Trust at the earliest opportunity.

If you leave the employment of Northgate plc, your payroll department will notify YBS Share Plans, who will then write to you confirming the choices available.

Do I have to withdraw my shares from the SIP after five years?

No, you can leave your shares in the SIP for as long as you want whilst you remain employed by Northgate plc. Any increase in the value of your shares whilst they remain within the SIP will not be subject to Capital Gains Tax.

If you’ve been notified by Northgate plc that you’re subject to share dealing rules, you must comply with the requirements imposed by the Company and, if applicable, seek clearance before proceeding with any transaction. All staff are subject to the law regarding market abuse e.g. dealing when in possession of inside information.

Can I sell my SIP shares or transfer them into my own name?

If you leave the Company or want to withdraw some shares whilst still employed by Northgate plc you can ask the Trustees to either sell them on your behalf or have the shares transferred into your own name (but you’ll only be able to transfer shares into your own name once the shares have become tax free whilst you are still employed). Once the shares are transferred into your own name you can hold onto them for as long as you like, sell them using a broker of your choosing or transfer them into an ISA. If the ISA transfer takes place within 90 days of withdrawing the shares from the SIP, any gain made on the shares will not count towards your Capital Gains limits.

Will I have to pay any administration costs?

Northgate plc will pay all costs associated with the purchase of Partnership Shares and award of Matching Shares The only costs you’ll need to pay are when you come to withdraw shares from the SIP. A share dealing commission is payable on the sale of shares from the Trust and an administration fee is payable if you withdraw your shares and request a share certificate. These charges are subject to change and will be confirmed by YBS Share Plans when you request to withdraw shares.

How do I pay any income tax or NICs that I owe if I withdraw any shares from the SIP?

If the Trustee sells shares on your behalf, any income tax and NICs due will be deducted via PAYE from the proceeds of sale before they are paid to you by the company payroll. If you’ve left the company however you’ll receive the net proceeds directly from the Trustees. If you request shares to be transferred into your name, sufficient shares will be sold to meet any income tax and NICs that may be due, unless you have provided the Trustee with sufficient funds (in advance) to pay these amounts.

What if I claim benefits?

As you won’t be paying income tax or NICs on the salary you contribute to buy Partnership Shares, this may affect your entitlement to, or the level of, a range of contribution-based and earnings-based benefits. It may also have a similar effect on some contribution-based and earnings-based benefits paid to your spouse or civil partner. This effect is particularly significant if your earnings are brought below the lower earnings limit for National Insurance purposes (£118 per week for tax year 2019/2020).

If you think you may be affected, you should read the explanatory booklet IR177. You can view this document on the HMRC website: www.gov.uk/government/publications/share-incentive-plans-and-your-entitlement-to-benefits-ir177.

You can get a copy of this booklet from any HMRC office or the Department for Work and Pensions. You can also seek advice from the Citizens Advice Bureau. The SIP may have an effect on Statutory Maternity Pay and Statutory Sick Pay. You should take all the information you have been given into account in deciding whether or not to buy Partnership Shares.

What if Northgate plc is taken over?

Special rules apply in these circumstances. If this happens, you’ll be advised of the choices available to you and any action you need to take by the Trustee.

Can the SIP be changed or terminated?

Subject to legislation and the SIP Rules, some features of the SIP can be changed in relation to future purchases and awards. Similarly Northgate plc can terminate the SIP at any time. If either of these events occurs the Trustee will write to you confirming how this will affect you and any action you may need to take.

The detailed rules and trust arrangements are set out in the Trust Deed and Rules of the SIP which can be inspected on application to the Company Secretary.

YBS Share Plans is part of Yorkshire Building Society.

YBS Share Plans, Yorkshire House, Yorkshire Drive, Bradford, BD5 8LJ. Tel: 0345 1 200 300 • Fax: 01274 357 950 • ybsshareplans.co.uk

Yorkshire Building Society provides share plan trustee and administration services, including deposit taking, all of which are subject to English law, with deposit taking being regulated by the Financial Conduct Authority. The provision of share plan trustee and administration services is not regulated by the Financial Conduct Authority. We are not responsible for share plan deposits held by local savings carriers outside the UK.

Yorkshire Building Society is a member of the Building Societies Association and is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Yorkshire Building Society is entered in the Financial Services Register and its registration number is 106085. Head Office: Yorkshire House, Yorkshire Drive, Bradford, BD5 8LJ.

Yorkshire Building Society is a member of the Financial Ombudsman Service. Further details are available on request from the Society.

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