FDM Group (Holdings) PLC

AGM Information • Apr 28, 2016

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

ORDINARY/SPECIAL RESOLUTIONS

of

FDM GROUP (HOLDINGS) PLC

Passed on 28 April 2016

At the 2016 annual general meeting of the Company, duly convened and held at the offices of Taylor Wessing LLP, 5 New Street Square, London, EC4A 3TW the following resolutions were duly passed by the Company as ordinary and or special resolutions as indicated:

ORDINARY RESOLUTIONS

• $\mathbf{1}$ To receive the Company's Annual Report and Accounts for the year ended 31 December 2015 together with the reports of the directors and auditors.
• To approve the Directors' Remuneration Report (other than the part $\overline{2}$ containing the Directors' Remuneration Policy) for the year ended 31 December 2015 as set out on pages 53 to 73 of the Annual Report 2015.
• 3 To declare a final ordinary dividend for the year ended 31 December 2015 of 8.5 pence for each ordinary share in the capital of the Company.
• To declare a special dividend for the year ended 31 December 2015 of 5.0 $\overline{4}$ pence for each ordinary share in the capital of the Company.
• 5 To re-elect Roderick Flavell as a director of the Company.
• 6 To re-elect Peter Whiting as a director of the Company.
• To re-elect Robin Taylor as a director of the Company. $\overline{7}$
• 8 To re-elect Michelle Senecal de Fonseca as a director of the Company, who was appointed by the board of directors of the Company since the date of the last AGM.
• 9 To re-elect David Lister as a director of the Company, who was appointed by the board of directors of the Company since the date of the last AGM.
• $10$ 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. $11$

• $12$ That the directors be generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to:

• allot shares in the Company and grant rights to subscribe for or $(a)$ convert any security into shares in the Company up to an aggregate nominal amount of £358,391; and
• $(b)$ allot equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount of £716,782 (such amount to be reduced by the nominal amount of any shares allotted or rights granted under paragraph (a) of this resolution 12) in connection with an offer by way of a rights issue to:
  • $(i)$ the holders of ordinary shares in the Company in proportion (as nearly as may be practicable) to the respective numbers of ordinary shares held by them; and
  • $(ii)$ holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the directors of the Company otherwise consider necessary,

and so that the directors of the Company 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) and shall expire at the end of the next annual general meeting of the Company or, if earlier, 15 months after the date of this resolution, save that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted or rights granted to subscribe for or convert any security into shares after such expiry and the directors may allot shares or grant such rights in pursuance of any such offer or agreement as if the power and authority conferred by this resolution had not expired.

SPECIAL RESOLUTIONS

• 13 That, subject to the passing of resolution 12 above, the directors be generally and unconditionally empowered for the purposes of section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash:
• pursuant to the authority conferred by resolution 12 above; or $(a)$
• $(b)$ where the allotment constitutes an allotment by virtue of section 560(3) of the Act,

in each case as if section 561 of the Act did not apply to any such allotment, provided that this power shall be limited to:

the allotment of equity securities in connection with an offer $(i)$ of equity securities (but in the case of an allotment pursuant to the authority granted under paragraph (b) of resolution 12, such power shall be limited to the allotment of equity securities in connection with an offer by way of a rights issue only) to:

• $(A)$ the holders of ordinary shares in the Company in proportion (as nearly as may be practicable) to the respective numbers of ordinary shares held by them; and
• $(B)$ holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the directors of the Company otherwise consider necessary,

and so that the directors of the Company may impose any limits or restrictions and make any arrangements which it considers 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; and

the allotment of equity securities, other than pursuant to $(ii)$ paragraph (i) above of this resolution, up to an aggregate nominal amount of £107,517.

This power shall (unless previously renewed, varied or revoked by the Company in general meeting) expire at the conclusion of the next annual general meeting of the Company following the passing of this resolution or, if earlier, on the date 15 months after the passing of such resolution, save that the Company may before the expiry of this power make any offer or enter into any agreement which would or might require equity securities to be allotted, or treasury shares sold, after such expiry and the directors may allot equity securities or sell treasury shares in pursuance of any such offer or agreement as if the power conferred by this resolution had not expired.

• 14 That the Company be generally and unconditionally authorised for the purposes of section 701 of the Act to make market purchases (as defined in section 693(4) of the Act) 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 Act, including for the purpose of its employee share schemes, provided that:
• $(a)$ the maximum number of Ordinary Shares which may be purchased is 10,751,750;
• the minimum purchase price which may be paid for any Ordinary $(b)$ Share is 1 pence (exclusive of expenses):
• the maximum purchase price which may be paid for any Ordinary $(c)$ 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

an amount equal to the higher of the price of the last $(ii)$ independent trade and the highest current independent bid on the London Stock Exchange at the time the purchase is carried out; and

this authority shall take effect on the date of passing of this resolution and shall (unless previously revoked, renewed or varied) expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution or, if earlier, 15 months after the date of passing 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.

15 That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

Director

PRESENTED BY:

Taylor Wessing LLP 5 New Street Square London EC4A 3TW Ref: RZH/JHH