FDM Group (Holdings) PLC

AGM Information • Jun 16, 2020

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author: Proteus Solutions
date: 2020-06-15 16:51:00+00:00

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16 June 2020

FDM Group (Holdings) plc

Result of AGM

The Board of Directors of FDM Group (Holdings) plc (the “Company” or “FDM”) announces that, at the Company’s 2020 annual general meeting held earlier today, all resolutions were duly passed on a show of hands.

In accordance with Listing Rule 9.6.2(R), a copy of the resolutions passed at the Annual General Meeting will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

As at the date of the meeting, there were 109,191,669 ordinary shares with voting rights in issue. The following proxies were received by the Company from shareholders prior to the meeting:

*Includes proxies giving the Chairman discretion as to how to vote

**Excludes votes withheld

ends

For further information please contact:

| RESOLUTION | RESOLUTION | FOR | FOR | AGAINST | AGAINST | WITHHELD
|
| --- | --- | --- | --- | --- | --- | --- |
| RESOLUTION | RESOLUTION | VOTES | % OF VOTES CAST
| VOTES | % OF VOTES CAST | VOTES |
| 1 | Receive the Company’s Annual Report and Accounts for the year ended 31 December 2019 together with the reports of the Directors and shareholders.
| 96,016,491 | 99.77 | 224,948 | 0.23 | 855,236 |
| 2 | Approve the Directors’ Remuneration Report (other than the part containing the Directors’ Remuneration Policy) for the year ended 31 December 2019 as set out on pages 86 to 103 of the Annual Report 2019.
| 91,432,157 | 98.93 | 992,671 | 1.07 | 4,671,847 |
| 3 | Re-elect Andrew Brown as a Director of the Company.
| 96,969,838 | 99.87 | 126,593 | 0.13 | 245 |
| 4 | Re-elect Rod Flavell as a Director of the Company.
| 95,978,025 | 98.85 | 1,118,405 | 1.15 | 245 |
| 5 | Re-elect Sheila Flavell as a Director of the Company.
| 96,971,688 | 99.87 | 124,743 | 0.13 | 245 |
| 6 | Re-elect Michael McLaren as a Director of the Company.
| 96,954,557 | 99.85 | 141,874 | 0.15 | 245 |
| 7 | Re-elect Alan Kinnear as a Director of the Company, who was appointed by the Board of Directors of the Company since the last AGM.
| 96,086,885 | 98.96 | 1,009,545 | 1.04 | 245 |
| 8 | Re-elect David Lister as a Director of the Company.
| 92,407,291 | 99.86 | 125,875 | 0.14 | 4,563,509 |
| 9 | Re-elect Jacqueline de Rojas as a Director of the Company, who was appointed by the Board of Directors of the Company since the last AGM.
| 97,095,407 | 99.99 | 1,024 | 0.01 | 245 |
| 10 | Re-elect Michelle Senecal de Fonseca as a Director of the Company.
| 97,095,407 | 99.99 | 1,024 | 0.01 | 245 |
| 11 | Re-elect Peter Whiting as a Director of the Company.
| 96,285,429 | 99.16 | 811,002 | 0.84 | 245 |
| 12 | Re-appoint PricewaterhouseCoopers LLP as the Company’s auditors.
| 96,086,866 | 98.96 | 1,009,564 | 1.04 | 245 |
| 13 | Authorise the Directors to agree the remuneration of the auditors.
| 97,095,388 | 99.99 | 1,043 | 0.01 | 245 |
| 14 | Authorise the Directors to allot securities pursuant to section 551 of the Companies Act 2006 (the “Act”).
| 93,503,317 | 96.30 | 3,593,095 | 3.70 | 264 |
| 15 | Special Resolution:
Disapply pre-emption rights pursuant to section 570 of the Act.
| 97,027,530 | 99.93 | 68,901 | 0.07 | 245 |
| 16 | Special Resolution:
Disapply pre-emption rights in additional limited circumstances.
| 96,019,008 | 98.89 | 1,077,422 | 1.11 | 245 |
| 17 | Special Resolution:
Authorise the Company to make market purchases of its own shares pursuant to section 701 of the Act.
| 96,070,702 | 98.96 | 1,009,545 | 1.04 | 16,428 |
| 18 | Special Resolution:
That a general meeting (other than an AGM) may be called on not less than 14 clear days’ notice.
| 95,179,010 | 98.02 | 1,917,666 | 1.98 | 0 |
| 19 | Special Resolution:
That the articles of association contained in the document produced to the meeting, be adopted as the articles of association of the Company. | 97,092,431 | 99.99 | 1,024 | 0.01 | 3,221 |

FDM Group (Holdings) plc	Mark Heather – Company Secretary	0203 056 8240
Nick Oborne	Financial Public Relations	07850 127526