FDM Group (Holdings) PLC

title: Company number: 4124810
author: Child Administrator
date: 2021-04-26 11:01:00+00:00

Company number: 07078823

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

ORDINARY/SPECIAL RESOLUTIONS

FDM GROUP (HOLDINGS) PLC

Passed on 24 May 2022

At the 2022 annual general meeting of the Company, duly convened and held at the offices of Taylor Wessing LLP, 5 New Street Square, London EC4A 3TW on Tuesday 24 May 2022 at 2.00 p.m. the following resolutions were duly passed by the Company as ordinary or special resolutions as indicated:

ORDINARY RESOLUTIONS

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.

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.

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.

To re-elect Andrew Brown as a Director of the Company.

To re-elect Roderick Flavell as a Director of the Company.

To re-elect Sheila Flavell as a Director of the Company.

To re-elect Michael McLaren as a Director of the Company.

To re-elect Alan Kinnear as a Director of the Company.

To re-elect David Lister as a Director of the Company.

To re-elect Jacqueline de Rojas as a Director of the Company.

To re-elect Michelle Senecal de Fonseca as a Director of the Company.

To re-elect Peter Whiting as a Director of the Company.

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.

To authorise the Directors to agree the remuneration of the auditors.

That,

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,

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:

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

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

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:

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

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.

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:

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

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.

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:

the maximum number of Ordinary Shares which may be purchased is 10,919,166;

the minimum purchase price which may be paid for any Ordinary Share is £0.01 (exclusive of expenses); and

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):

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

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.

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

......................................

Company Secretary

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