FDM Group (Holdings) PLC

Pre-Annual General Meeting Information • Apr 1, 2022

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you should immediately consult your independent financial adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all your shares in FDM Group (Holdings) plc (the "Company"), please hand this document and the accompanying documents to the purchaser or transferee, or to the stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

FDM Group (Holdings) plc

(incorporated and registered in England and Wales under the Companies Act 2006 with registered number 7078823)

Notice of Annual General Meeting 2022

Your attention is drawn to the letter from the Chairman of the Company which is set out on page 2 of this document and which recommends that you vote in favour of the resolutions to be proposed at the 2022 Annual General Meeting of the Company. Notice of the Annual General Meeting to be held at 2.00 pm on Tuesday 24 May 2022 at the offices of Taylor Wessing LLP at 5 New Street Square, London EC4A 3TW is set out on pages 3 to 5 (inclusive) of this document.

If you cannot attend the Annual General Meeting in person, we encourage you to vote by completing and submitting a form of proxy. In line with our ongoing paperless strategy, we have not provided a hard-copy form of proxy with this Notice of Annual General Meeting. Instead, we ask that you vote in one of the following ways:

• Complete the online form of proxy by logging onto your Signal Shares account at www.signalshares.com. If you have not previously registered for a Signal Shares account you can do so by using your investor code ("IVC"), which you will find on your share certificate, or you can obtain it from our Registrar, Link Group by calling on 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. This phone service is available from 0900 to 1730, Monday to Friday excluding public holidays in England and Wales.
• Download a form from www.fdmgroup.com/investors/shareholder-information and return the completed form to the address shown on the form.
• Request a hard copy form from Link Group on the telephone number shown above and return the completed form to the address shown on the form.
• In the case of CREST members, use the CREST electronic proxy services in accordance with the procedures set out in note 5 on page 10.
• In the case of users of the Proxymity platform, use the Proxymity service in accordance with the procedures set out in note 6 on page 10.

To be valid, your proxy vote must be received by the Company's Registrar, Link Group, by no later than 2:00 pm on Friday 20 May 2022.

Further instructions relating to how you are able to vote are set out in the notes to the notice of the Annual General Meeting.

1

30 March 2022

Dear Shareholder

Notice of Annual General Meeting

This letter contains details of our Annual General Meeting (the "AGM") which we are holding at the offices of Taylor Wessing LLP at 5 New Street Square, London EC4A 3TW on Tuesday 24 May 2022 at 2.00 pm. The formal notice of AGM is set out on pages 3 to 5 (inclusive) of this document.

After two years in which it has been necessary because of pandemic restrictions to hold closed annual general meetings, I am pleased to say that, at the time of writing, it seems likely that legislation and UK Government guidance will permit us to gather in person for this year's AGM. Our expectation is that this will continue to be the case, but if there are any changes before the date of the AGM we will communicate details of any alternative arrangements via an announcement on RNS and through the Shareholder Information section of the Investors page on the Company's website (www.fdmgroup.com).

The AGM gives the Board the opportunity to present the Company's performance and strategy to shareholders and to listen and respond to your questions, and I look forward to welcoming you. Your participation is important to us, and if you cannot attend, I would urge you to vote ahead of the AGM.

If you are a shareholder, you may submit a proxy vote by using one of the methods referred to on page 1 of this document and in the notes on pages 9 to 12 of this document (inclusive). Your vote must be received no later than 2.00pm on 20 May 2022 (or, in the event of any adjournment, on the date which is 48 hours before the time of the adjourned AGM).

If you are intending to come to the AGM, I recommend that you arrive by 1.45 pm to enable us to carry out all of the registration formalities to ensure a prompt start at 2.00 pm.

The results of the shareholders' voting will be published on our website (www.fdmgroup.com) and will be released to the London Stock Exchange as soon as practicable following the closing of the AGM.

The Board

As required by the UK Corporate Governance Code 2018 (the "Code"), all the Directors will be offering themselves for re-election at the AGM.

Biographical details of each of the Directors (as at the date of this Notice) are given on pages 63 to 65 of the Company's Annual Report and Accounts for the period ended 31 December 2021 and on the Company's website (www.fdmgroup.com). Having considered the performance of and contribution made by each of the Directors at the relevant time, the Board remains satisfied that the performance of each Director continues to be effective, and that each Director has been, and will continue to be, able to devote sufficient time and focus to their respective roles at FDM. As such the Board recommends the re-appointment of each Director who is standing for re-appointment.

Final Dividend

The Board proposes a final dividend of 18.0 pence per ordinary share for the year ended 31 December 2021. If approved, the recommended final dividend will be paid on 10 June 2022 to all shareholders who are on the register of members at the close of business on 20 May 2022.

Explanatory Notes

Explanatory notes on the business to be considered at the AGM appear on pages 6 to 8 (inclusive) of this document.

Recommendation

The Directors of the Company consider that all the proposals to be considered at the AGM are in the best interests of the Company and its shareholders as a whole and are most likely to promote the success of the Company. The Directors unanimously recommend that you vote in favour of all the proposed resolutions as they intend to do in respect of their own shareholdings.

Yours sincerely

David Lister Chairman

FDM Group (Holdings) plc

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN THAT the 2022 Annual General Meeting of FDM Group (Holdings) plc (the "Company") will be held at the offices of Taylor Wessing LLP at 5 New Street Square, London EC4A 3TW on Tuesday 24 May 2022 at 2.00 pm for the transaction of the following business.

You will be asked to consider and, if thought fit, pass the following resolutions. Resolutions 1 to 15 will be proposed as ordinary resolutions and resolutions 16 to 19 will be proposed as special resolutions.

Ordinary Resolutions

Report and Accounts

1. To receive the Company's Annual Report and Accounts for the year ended 31 December 2021 together with the reports of the Directors and auditors.

Remuneration Report

1. To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) for the year ended 31 December 2021 as set out on pages 96 to 114 of the Annual Report 2021.

Dividend

1. To declare a final ordinary dividend for the year ended 31 December 2021 of 18.0 pence for each ordinary share in the capital of the Company.

Directors

• 1. To re-elect Andrew Brown as a Director of the Company.
• 1. To re-elect Roderick Flavell as a Director of the Company.
• 1. To re-elect Sheila Flavell as a Director of the Company.
• 1. To re-elect Michael McLaren as a Director of the Company.
• 1. To re-elect Alan Kinnear as a Director of the Company.
• 1. To re-elect David Lister as a Director of the Company.
• 1. To re-elect Jacqueline de Rojas as a Director of the Company.
• 1. To re-elect Michelle Senecal de Fonseca as a Director of the Company.
• 1. To re-elect Peter Whiting as a Director of the Company.

Auditors

• 1. To re-appoint PricewaterhouseCoopers LLP as the Company's auditors to hold office from the conclusion of this meeting until the conclusion of the next meeting at which accounts are laid before the Company.
• 1. To authorise the Directors to agree the remuneration of the auditors.

Allotment of Securities

1. That,

(a) in accordance with section 551 of the Companies Act 2006 (the "CA 2006"), the Directors be generally and unconditionally authorised to allot Relevant Securities (as defined in the notes to this resolution) up to an aggregate nominal amount of £363,972 provided that this authority shall, unless renewed, varied or revoked by the Company, expire at the end of the next annual general meeting of the Company after the passing of this resolution or, if earlier, at 23.59 on 23 August 2023 (being 15 months after the date of this resolution) save that the Company may, before such expiry, make offers or agreements which would or might require Relevant Securities to be allotted or rights to subscribe for or convert any Relevant Security into shares to be granted after it expires and the Directors may allot Relevant Securities or grant rights to subscribe for or convert any Relevant Security into shares in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired;

and further,

(b) that, in accordance with section 551 of the CA 2006 and in addition to the authority granted pursuant to clause 15(a) of this resolution, the Directors be generally and unconditionally authorised to allot Relevant Securities (as defined in the notes to this resolution) in connection with a rights issue up to a further aggregate nominal amount of £363,972 provided that this authority shall, unless renewed, varied or revoked by the Company, expire at the end of the next annual general meeting of the Company after the passing of this resolution or, if earlier, at 23.59 on 23 August 2023 (being 15 months after the date of this resolution) save that the Company may, before such expiry, make offers or agreements which would or might require Relevant Securities to be allotted or rights to subscribe for or convert any Relevant Security into shares to be granted after it expires and the Directors may allot Relevant Securities or grant rights to subscribe for or convert any Relevant Security into shares in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

For the purposes of this resolution, "rights issue" means an offer to:

• (i) ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held by them; and
• (ii) holders of other equity securities if this is required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

These authorities shall apply in substitution for all previous authorities (but without prejudice to the validity of any allotment pursuant to such previous authority).

Special Resolutions

Authority to disapply pre-emption rights

• 1. That subject to the passing of resolution 15, the Directors be authorised to allot equity securities (as defined in section 560 of the CA 2006) for cash under the authority conferred by that resolution and/or to sell ordinary shares held by the Company as treasury shares as if section 561 of the CA 2006 did not apply to any such allotment or sale, provided that such authority shall be limited to:
  2. (a) the allotment of equity securities in connection with or pursuant to an offer by way of rights, open offer or other pre-emptive offer to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and
  3. (b) the allotment of equity securities or sale of treasury shares (otherwise than pursuant to clause 16(a) of this resolution) to any person up to an aggregate nominal amount of £54,595.

The authority granted by this resolution will expire at the end of the next annual general meeting of the Company after the passing of this resolution or, if earlier, at 11.59 on 23 August 2023 (being 15 months after the date of this resolution), save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted (or treasury shares to be sold) after the authority expires and the Directors may allot equity securities (or sell treasury shares) in pursuance of any such offer or agreement as if the authority had not expired.

This resolution revokes and replaces all unexercised powers previously granted to the Directors to allot equity securities or sell treasury shares as if section 561 of the CA 2006 did not apply but without prejudice to any allotment of equity securities or sale of treasury shares already made or agreed to be made pursuant to such authorities.

Additional authority to disapply pre-emption rights

• 1. That subject to the passing of resolutions 15 and 16, the Directors be authorised, in addition to the authority granted pursuant to resolution 16, to allot equity securities (as defined in section 560 of the CA 2006) for cash under the authority conferred by that resolution and/or to sell ordinary shares held by the Company as treasury shares as if section 561 of the CA 2006 did not apply to any such allotment or sale, provided that such authority shall be:
  2. (a) limited to the allotment of equity securities or sale of treasury shares to any person up to an aggregate nominal amount of £54,595; and
  3. (b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of the Company determines to be an acquisition or another 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.

The authority granted by this resolution will expire at the end of the next annual general meeting of the Company after the passing of this resolution or, if earlier, at 11.59 on 23 August 2023 (being 15 months after the date of this resolution), save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted (or treasury shares to be sold) after the authority expires and the Directors may allot equity securities (or sell treasury shares) in pursuance of any such offer or agreement as if the authority had not expired.

Authority to purchase own shares

• 1. That the Company be generally and unconditionally authorised for the purposes of section 701 of the CA 2006 to make market purchases (as defined in section 693(4) of the CA 2006) of ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares") in such manner and on such terms as the Directors of the Company may from time to time determine, and where such shares are held as treasury shares, the Company may use them for the purposes set out in sections 727 or 729 of the CA 2006, including for the purpose of its employee share schemes, provided that:
  2. (a) the maximum number of Ordinary Shares which may be purchased is 10,919,166;
  3. (b) the minimum purchase price which may be paid for any Ordinary Share is £0.01 (exclusive of expenses); and
  4. (c) the maximum purchase price which may be paid for any Ordinary Share shall not be more than the higher of (in each case exclusive of expenses):
     • (i) 5% above the average middle market quotations for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made; and
     • (ii) an amount equal to the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange at the time the purchase is carried out.

This authority shall take effect on the date of passing of this resolution and shall (unless previously revoked, renewed or varied) expire at the end of the next annual general meeting of the Company after the passing of this resolution or, if earlier, at 11.59 on 23 August 2023 (being 15 months after the date of this resolution), save in relation to purchases of Ordinary Shares the contract for which was concluded before the expiry of this authority and which will or may be executed wholly or partly after such expiry.

Notice of general meeting

1. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

By order of the Board

Mark Heather

Company Secretary

Registered Office: 3rd Floor, Cottons Centre, Cottons Lane, London SE1 2QG Registered in England and Wales under company number 7078823 30 March 2022

5

Explanatory Notes for the Proposed Resolutions

Resolution 1 - To receive the Report and Accounts

The Board asks that shareholders receive the Company's Annual Report and Accounts for the period ended 31 December 2021 together with the reports of the Directors and Auditors (the "2021 Annual Report and Accounts").

Resolution 2 - Approval of the Directors' Remuneration Report

Resolution 2 is a resolution to approve the Directors Remuneration Report, which is set out in full on pages 96 to 114 of the 2021 Annual Report and Accounts. In accordance with section 421 of the Companies Act 2006 (the "CA 2006"), the Directors' Remuneration Report contains:

• a statement by Peter Whiting, Chairman of the Remuneration Committee, on pages 96 to 98;
• the Annual Report on Remuneration on pages 101 to 108; and
• the Directors' Remuneration Policy on pages 109 to 114.

Resolution 2 is an advisory resolution and accordingly entitlement of a Director to remuneration is not conditional on the resolution being passed.

The Directors' Remuneration Policy was approved by shareholders at the Company's Annual General Meeting in 2021 and remains unchanged since then. It will be valid for three years from then without further shareholder approval. The Directors expect that the Company will next propose a resolution to approve the Directors' Remuneration Policy at the Annual General Meeting to be held around April 2024.

Resolution 3 – Final Dividend

The Directors recommend the payment of a final ordinary dividend of 18.0 pence per ordinary share for the year ended 31 December 2021. If shareholders approve the recommended final ordinary dividend, it will be paid on Friday 10 June 2022 to all shareholders who are on the register of members at the close of business at 5.00 p.m. on Friday 20 May 2022 with an ex-dividend date of Thursday 19 May 2022.

Resolutions 4 to 12 - Re-appointment of Directors

In accordance with the provisions of the Code, all the Company's Directors will retire at this year's AGM and offer themselves for re-election. Resolutions 4 to 12 deal with their proposed re-election.

Biographical details of all the Directors (as at the date of this Notice) are set out on pages 63 to 65 of the 2021 Annual Report and Accounts and appear on the Company's website at www.fdmgroup.com. The biographical details also contain information about each Director's experience.

In 2021 the Board commissioned a review of its effectiveness which was carried out by an external facilitator. The review looked at, amongst other matters, the way in which the Board as a whole discharges its responsibilities and functions, and the contribution of individual Directors to the Board and, where appropriate, its committees. Following that review, the Board considers that the performance of each Board member continues to be effective and demonstrates the commitment required to continue in their present roles, and that the contribution of each Director continues to be important to the Company's long-term sustainable success. This consideration is based on, amongst other things, the business skills and industry experience of each Director, as well as their knowledge and understanding of the Company's business model. The Board has also considered the other contributions which individuals may make to the work of the Board, including with a view to ensuring that the Board maintains a diverse balance of skills, knowledge, backgrounds and capabilities which will support good decision-making, as well as their ability to commit the appropriate time necessary to their roles. The Board approved some external appointments for certain Directors during the year, further details of which are set out on page 77 of the 2021 Annual Report and Accounts. In approving these appointments, the Board considered the size and complexity of the relevant businesses, the work involved in the roles, and the overall time commitments involved. The Board also recognises that there is a benefit to FDM from enabling its directors to gain experience from operating on different boards, and to have a rounded exposure to a range of businesses and markets.

The Board also notes that:

• Aptitude Software Group plc ("Aptitude") has announced that Peter Whiting will not seek re-election as a Non-Executive Director at the next annual general meeting of Aptitude, due to be held on 28 April 2022; and
• although David Lister has a number of external commitments, none of the boards on which he serves (other than the FDM Board) is with a listed company.

The Board is satisfied that each Director has been, and will continue to be, able to devote sufficient time and focus to their respective roles at FDM. Further details of the review of the Board's effectiveness are set out on pages 94 to 95 of the 2021 Annual Report and Accounts.

Accordingly, the Board recommends the re-appointment of each Director.

Resolutions 13 and 14 - Re-appointment of the Auditors and authority for the Directors to determine their remuneration

On the recommendation of the Audit Committee, the Board proposes at resolution 13 that PricewaterhouseCoopers LLP be reappointed as auditors of the Company and resolution 14 proposes that the Directors be authorised to determine the level of the auditors' remuneration.

Resolution 15 - Allotment of securities

This resolution deals with the Directors' authority to allot Relevant Securities (as defined below) in accordance with section 551 of the CA 2006 in order to replace the authority given at the last Annual General Meeting of the Company held on 28 April 2021. This resolution complies with the Investment Association Share Capital Management Guidelines issued in July 2016 and the Pre-Emption Group's Statement of Principles issued in March 2015.

If passed, the resolution will authorise the Directors to allot Relevant Securities up to a maximum nominal amount of £363,972 which represents approximately 33.3% of the Company's issued ordinary shares (excluding treasury shares) as at 28 March 2022 and a further amount of £363,972 which represents approximately 33.3% of the Company's issued ordinary shares (excluding treasury shares) as at 28 March 2022 in respect of a fully pre-emptive offer. As at close of business on 28 March 2022, the Company did not hold any treasury shares.

The authority granted by this resolution will expire on the conclusion of next year's Annual General Meeting or, if earlier, on 23 August 2023. The Directors have no present intention to exercise the authority conferred by this resolution (other than for the purposes of issuing shares to satisfy the exercise of options under the Company's employee share schemes), but consider it desirable to have sufficient authority in place, as permitted by corporate governance guidelines, to respond to market developments and to enable allotments to take place in a timely manner, should such a situation arise.

In this resolution, "Relevant Securities" means:

• shares in the Company, other than shares allotted pursuant to:
  • o an employee share scheme (as defined in section 1166 of the CA 2006);
  • o a right to subscribe for shares in the Company where the grant of the right itself constitutes a Relevant Security; or
  • o a right to convert securities into shares in the Company where the grant of the right itself constitutes a Relevant Security; and
• any right to subscribe for or to convert any security into shares in the Company other than rights to subscribe for or convert any security into shares allotted pursuant to an employee share scheme (as defined in section 1166 of the CA 2006). References to the allotment of Relevant Securities in this resolution include the grant of such rights.

Resolutions 16 and 17 – Authority to disapply pre-emption rights

If the Directors wish to allot new shares or grant rights over shares or sell treasury shares for cash (other than pursuant to an employee share scheme), company law requires that these shares are first offered to existing shareholders in proportion to their existing holdings. There may be occasions, however, when the Directors will need the flexibility to finance business opportunities by the issue of ordinary shares without a pre-emptive offer to existing shareholders. This cannot be done unless the shareholders have first waived their pre-emption rights.

Resolution 16 will, if passed, give the Directors power, pursuant to the authority to allot granted by resolution 15, to allot equity securities (as defined by section 560 of the CA 2006) or sell treasury shares for cash without first offering them to existing shareholders in proportion to their existing holdings: (a) in relation to pre-emptive offers; and (b) in any other case, up to a maximum nominal amount of £54,595 which represents approximately 5% of the Company's issued ordinary share capital (excluding treasury shares) as at 28 March 2022 (being the latest practicable date prior to the publication of this document).

The power granted by this resolution replaces the authority given at the last Annual General Meeting of the Company held on 28 April 2021 and will expire on the conclusion of next year's annual general meeting or, if earlier, on 23 August 2023.

Resolution 17 will, if passed, give the Directors power, pursuant to the authority to allot granted by resolution 15 and in addition to the authority granted pursuant to resolution 16, to allot equity securities (as defined by section 560 of the CA 2006) or sell treasury shares for cash without first offering them to existing shareholders in proportion to their existing holdings up to a maximum nominal amount of £54,595 which represents approximately 5% of the Company's issued ordinary share capital (excluding treasury shares) as at 28 March 2022 (being the latest practicable date prior to the publication of this document) where such allotment is used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of the Company determines to be an acquisition or another capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group (the "Statement of Principles") prior to the date of this notice.

The maximum nominal value of equity securities that could be allotted on a non-pre-emptive basis if the authorities in both resolutions 16 and 17 were used would be £109,190, which represents approximately 10% of the issued ordinary share capital of the Company as at the close of business on 28 March 2022.

The Directors do not intend to issue shares for cash on a non-pre-emptive basis representing more than 7.5% of the Company's issued ordinary share capital in any rolling three-year period (other than in connection with an acquisition or specified capital investment as described in the Statement of Principles) without prior consultation with shareholders.

The Directors have no present intention to exercise the authority conferred by these resolutions.

Resolution 18 - Authority to purchase own shares

In certain circumstances, it may be advantageous for the Company to purchase its own shares and resolution 18 seeks the authority from shareholders to do so. The Directors will continue to exercise this power only when, in the light of market conditions prevailing at the time, they believe that the effect of such purchases will be to increase earnings per share and is in the best interests of shareholders generally. Other investment opportunities, appropriate gearing levels and the overall position of the Company will be taken into account when exercising this authority.

Any shares purchased in this way will be cancelled and the number of shares in issue will be reduced accordingly, save that the Company may hold in treasury, or in the Company's Employee Benefit Trust, any of its own shares that it purchases pursuant to the CA 2006 and the authority conferred by this resolution. This gives the Company the ability to re-issue treasury shares quickly and cost-effectively and provides the Company with greater flexibility in the management of its capital base. It also gives the Company the opportunity to satisfy employee share scheme awards with treasury shares or shares held in the Company's Employee Benefit Trust. Once held in treasury, the Company is not entitled to exercise any rights, including the right to attend and vote at meetings in respect of the shares. Further, no dividend or other distribution of the Company's assets may be made to the Company in respect of the treasury shares.

In accordance with guidance issued by the Investment Association, the resolution specifies the maximum number of ordinary shares that may be acquired (approximately 10% of the Company's issued ordinary share capital as at 28 March 2022 (being the last business day prior to the publication of this Notice)) and the maximum and minimum prices at which they may be bought.

The Company has options outstanding over 2,182,197 ordinary shares, some of which are due to vest in 2023 and 2024, subject to certain conditions being met, representing approximately 2.00% of the Company's ordinary issued share capital (excluding treasury shares) as at 28 March 2022. If the authority now being sought by resolution 18 were to be fully used, these would represent approximately 2.22% of the Company's ordinary issued share capital (excluding treasury shares) at that date.

Resolution 18 will be proposed as a special resolution to provide the Company with the necessary authority. If given, this authority will expire at the conclusion of the next Annual General Meeting of the Company in 2023 or, if earlier, on 23 August 2023.

The Directors intend to seek renewal of this power at subsequent annual general meetings.

Resolution 19 - Notice of general meetings

The notice period required by the CA 2006 for general meetings (other than an annual general meeting) is 21 clear days unless the Company:

• has gained shareholder approval for the holding of general meetings on 14 clear days' notice by passing a special resolution at the most recent annual general meeting; and
• offers the facility for all shareholders to vote by electronic means.

This resolution seeks such approval and will be proposed as a special resolution. The shorter notice period would not be used as a matter of routine, but only where the flexibility is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole. Should this resolution be approved it will be valid until the end of the next Annual General Meeting of the Company in 2023.

Notes to the Notice of Annual General Meeting

1. Entitlement to appoint a proxy and vote

Only those shareholders registered in the Company's register of members at:

• close of business on Friday 20 May 2022; or,
• if this meeting is adjourned, at close of business on the day two days prior to the adjourned meeting,

shall be entitled to appoint a proxy and vote at the meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to appoint a proxy and vote at the meeting.

2. Website giving information regarding the meeting

A copy of this notice, including the information required by section 311A of the Companies Act 2006 (the "CA 2006"), can be found on the Investors page of the Company's website at www.fdmgroup.com.

3. Appointment of proxies

If you are a shareholder who is entitled to attend and vote at the meeting, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the meeting. You can only appoint a proxy using the procedures set out in these notes.

If a proxy appointment is submitted without indicating how the proxy should vote on any resolution, the proxy will exercise his discretion as to whether and, if so, how he/she votes.

If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out in this "Appointment of proxies" section. Please read the section "Nominated persons" below.

A proxy does not need to be a shareholder of the Company. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the Chair of the AGM) and give your instructions directly to them.

Shareholders can:

• Complete the online form of proxy by logging onto your Signal Shares account at www.signalshares.com. If you have not previously registered for a Signal Shares account you can do so by using your investor code ("IVC"), which you will find on your share certificate, or you can obtain it from our Registrar, Link Group, using the contact details below.
• Download a form from www.fdmgroup.com/investors/shareholder-information and return the completed form to the address shown on the form.
• Request a hard copy form from Link Group on the telephone number shown below and return the completed form to the address shown on the form.
• In the case of CREST members, use the CREST electronic proxy services in accordance with the procedures set out in note 5 on page 10.
• In the case of users of the Proxymity platform, use the Proxymity service in accordance with the procedures set out in note 6 on page 10.

If you need help with voting online, or require a paper proxy form, please contact our Registrars, Link Group, on 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. This phone service is available from 0900 to 1730, Monday to Friday excluding public holidays in England and Wales. Alternatively, you can email Link Group at enquiries@linkgroup.co.uk

Appointment of a proxy does not preclude you from attending the meeting and voting in person (although please see the Chairman's letter accompanying this notice of AGM).

A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

4. Appointment of proxy by post

If you obtain a proxy form using one of the methods referred to in note 3 above, then to appoint a proxy using that proxy form, the form must be:

• completed and signed;
• sent or delivered to Link Group at PXS1 Central Square, 29 Wellington Street, Leeds LS1 4DL; and
• received by Link Group no later than 2.00 pm on Friday 20 May 2022.

In the case of a shareholder which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

5. Appointment of proxies through CREST

CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available via www.euroclear. com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's ("EUI") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Link Group ID (RA10) no later than 2.00 pm on Friday 20 May 2022, or, in the event of an adjournment of the meeting, 48 hours before the adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular message. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member, or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

6. Appointment of proxies through Proxymity

If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Company's Registrar, Link Group. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged no later than 2.00 pm on Friday 20 May 2022, or, in the event of an adjournment of the meeting, 48 hours before the adjourned meeting in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

7. Appointment of proxy by joint members

In the case of joint holders, where more than one of the joint holders completes a proxy appointment, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

8. Changing proxy instructions

Shareholders may change proxy instructions by submitting a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

Where you have appointed a proxy using a hard-copy proxy form and would like to change the instructions using another hardcopy proxy form, please contact Link Group on 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. This phone service is available from 0900 to 1730, Monday to Friday excluding public holidays in England and Wales.

If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

9. Termination of proxy appointments

A shareholder may change a proxy instruction but to do so you will need to inform the Company in writing by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Link Group at PXS1, Central Square, 29 Wellington Street, Leeds LS1 4DL. In the case of a shareholder which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.

The revocation notice must be received by Link Group no later than 2.00 pm on Friday 20 May 2022.

If you attempt to revoke your proxy appointment but the revocation is received after the time specified, your original proxy appointment will remain valid unless you attend the meeting and vote in person.

10. Corporate representatives

A corporation which is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.

11. Issued shares and total voting rights

As at 28 March 2022 (being the last practicable day prior to the publication of this Notice), the Company's issued share capital comprised 109,191,669 ordinary shares of £0.01 each. The Company does not hold any shares in treasury. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 28 March 2022 (being the last practicable day prior to the publication of this Notice), is 109,191,669.

The website referred to in note 2 will include information on the number of shares and voting rights.

12. Questions at the meeting

Any member attending the AGM has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the AGM but no such answer need be given if: (i) to do so would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the AGM that the question be answered.

13. Shareholders' right to require circulation of resolution to be proposed at the meeting

Under section 338 and section 338A of the CA 2006, members meeting the threshold requirements in those sections have the right to require the Company: (i) to give, to members of the Company entitled to receive notice of the AGM, notice of a resolution which may properly be moved and is intended to be moved at the meeting; and/or (ii) to include in the business to be dealt with at the AGM any matter (other than a proposed resolution) which may be properly included in the business. A resolution may be properly moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise), (b) it is defamatory of any person or, (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than the date six clear weeks before the AGM; or (ii) if later, the time at which notice is given of the AGM, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.

14. Website publication of audit concerns

Under section 527 of the CA 2006 members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the CA 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the CA 2006. Where the Company is required to place a statement on a website under section 527 of the CA 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website.

The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the CA 2006 to publish on a website.

15. Nominated persons

If you are a person who has been nominated under section 146 of the CA 2006 to enjoy information rights ("Nominated Person"):

• You may have a right under an agreement between you and the shareholder of the Company who has nominated you to have information rights ("Relevant Shareholder") to be appointed or to have someone else appointed as a proxy for the meeting.
• If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Shareholder to give instructions to the Relevant Shareholder as to the exercise of voting rights.
• Your main point of contact in terms of your investment in the Company remains the Relevant Shareholder (or, perhaps, your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from you.

16. Documents on display

Copies of the service contracts of the Executive Directors and the Non-Executive Directors' contracts for service are available for inspection at the Company's registered office during normal business hours and at the place of the meeting from at least 15 minutes prior to the meeting until the end of the meeting.

17. Communication

Except as provided above, shareholders who have general queries about the meeting should use the following means of communication (no other methods of communication will be accepted):

• writing to: Link Group at 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL; or
• by phone: Link Group on calling on 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. This phone service is available from 0900 to 1730, Monday to Friday excluding public holidays in England and Wales.

You may not use any electronic address provided either: (i) in this notice of AGM; or (ii) any related documents (including the Chairman's letter), to communicate with the Company for any purposes other than those expressly stated.

13