Rotterdam/Amsterdam/Maarsbergen, the Netherlands, 9 August 2021
During the Post-Acceptance Period, 1,983,770 Shares were tendered under the Offer
Including Shares already held by the Offeror after Settlement, this represents a total of approximately 98.3% of the Shares
Settlement of Shares tendered during the Post-Acceptance Period will take place on 12 August 2021
The Offeror will initiate statutory Buy-Out proceedings in an expeditious manner in order to obtain 100% of the Shares
The last trading date of the Shares on Euronext Amsterdam will be 3 September 2021 and listing and trading of the Shares will terminate as of 6 September 2021
ICT Group and the Offeror announce today that during the Post-Acceptance Period, that expired today at 17:40 hours (CEST), 1,983,770 Shares have been tendered under the Offer, representing approximately 20.5% of the aggregate issued and outstanding ordinary share capital of ICT Group. Including the 7,549,314 Shares already held by the Offeror following Settlement, this is a total of 9,533,084 Shares, representing approximately 98.3% of the aggregate issued and ordinary outstanding share capital of ICT Group.

Settlement

Shareholders who accepted the Offer shall receive the Offer Price (EUR 14.90 adjusted to EUR 14.50 (cum dividend) in cash per Share for the dividend of EUR 0.40) for each Tendered Share validly tendered during the Post-Acceptance Period and transferred (geleverd) to the Offeror for acceptance pursuant to the Offer, under the terms and conditions set out in the Offer Memorandum. Reference is made to Section 5.8 (Post-Acceptance Period) of the Offer Memorandum.

Settlement of the Shares tendered during the Post-Acceptance Period and payment of the Offer Price will take place on 12 August 2021. Following settlement of the Shares tendered during the Post-Acceptance Period, the Offeror will hold 9,533,084 Shares, representing approximately 98.3% of the aggregate issued and outstanding ordinary share capital of ICT Group.

Coöperatieve Rabobank U.A. has been acting as Settlement Agent in connection with the Offer.

Buy-Out
Since the Offeror will hold more than 95% of the Shares following settlement of the Shares tendered during the Post-Acceptance Period, the Offeror will initiate the statutory Buy-Out in an expeditious manner in order to obtain 100% of the Shares. Reference is made to section 6.13(b) (Buy-Out) of the Offer Memorandum.

Delisting

As a result of the Offeror holding more than 95% of the Shares following settlement of the Shares tendered during the Post-Acceptance Period, the termination of the listing and trading of the Shares on Euronext Amsterdam will be pursued.

In consultation with Euronext, it has been decided that the last day of trading of the Shares will be on 3 September 2021. This means that the termination of the listing of the Shares shall be effective as of 6 September 2021. Reference is made to Sections 6.12(a) (Intentions following the Offer being declared unconditional) and Section 6.12(b) (Liquidity and delisting) of the Offer Memorandum.

Offer Memorandum, Position Statement and further information

This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement.

Digital copies of the Offer Memorandum are available on the website of the Offeror (www.npm-capital.com) and digital copies of the Offer Memorandum and Position Statement are available on the website of ICT Group (www.ictgroup.eu). Such websites do not constitute part of, and are not incorporated by reference into, the Offer Memorandum.

Copies of the Offer Memorandum and the Position Statement are on request also available free of charge from ICT Group and the Settlement Agent at the addresses below:


ICT Group.