FDM Group (Holdings) PLC

Declaration of Voting Results & Voting Rights Announcements • Apr 26, 2018

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 2018 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 www.morningstar.co.uk/uk/NSM.

As at the date of the meeting, there were 107,517,506 ordinary shares with voting rights in issue. The following proxies were received by the Company from shareholders prior to the meeting:

RESOLUTION		FOR		AGAINST		WITHHELD
		VOTES	% OF VOTES CAST*	VOTES	% OF VOTES CAST*	VOTES
1	Receive the Company's Annual Report and Accounts for the year ended 31 December 2017 together with the reports of the directors and shareholders.	89,830,421	99.93	44,958	0.05	397,851
2	Approve the Directors' Remuneration Policy.	88,367,484	97.87	1,905,746	2.11	0
3	Approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) for the year ended 31 December 2017.	88,771,760	98.95	926,309	1.03	575,161
4	Declare a final ordinary dividend for the year ended 31 December 2017 of 14.0 pence for each ordinary share in the capital of the Company.	90,273,231	99.98	0	0.00	0
5	Re-elect Andrew Brown as a director of the Company.	90,219,885	99.92	53,346	0.06	0
6	Re-elect Rod Flavell as a director of the Company.	90,185,381	99.88	87,850	0.10	0
7	Re-elect Sheila Flavell as a director of the Company.	90,219,885	99.92	53,346	0.06	0
8	Re-elect Michael McLaren as a director of the Company.	90,202,066	99.90	71,165	0.08	0
9	Re-elect Ivan Martin as a director of the Company.	81,751,784	97.18	2,356,184	2.80	6,165,262

10	Re-elect David Lister as a director of the Company.	90,262,662	99.97	10,569	0.01	0
11	Re-elect Michelle Senecal de Fonseca as a director of the Company.	90,262,662	99.97	10,569	0.01	0
12	Re-elect Robin Taylor as a director of the Company.	90,262,662	99.97	10,569	0.01	0
13	Re-elect Peter Whiting as a director of the Company.	90,199,925	99.90	73,306	0.08	0
14	Re-appoint PricewaterhouseCoopers LLP as the Company's auditors	89,698,069	99.96	16,915	0.02	558,246
15	Authorise the directors to agree the remuneration of the auditors	90,273,231	99.98	0	0.00	0
16	Authorise the directors to allot securities pursuant to section 551 of the Companies Act 2006 (the "Act")	89,591,586	99.23	681,645	0.75	0
17	Special Resolution: Disapply pre-emption rights pursuant to section 570 of the Act.	90,273,231	99.98	0	0.00	0
18	Special Resolution: Disapply pre-emption rights in additional limited circumstances.	88,072,814	97.54	2,200,416	2.44	0
19	Special Resolution: Authorise the Company to make market purchases of its own shares pursuant to section 701 of the Act	89,721,670	99.38	543,716	0.60	7,844
20	Special Resolution: That a general meeting (other than an AGM) may be called on not less than 14 clear days' notice	88,212,401	97.70	2,060,830	2.28	0

*Excludes votes withheld

ends

For further information please contact:

FDM Group (Holdings) plc	Rod Flavell – CEO	020 7067 0000 (today)
	Mike McLaren – CFO	0203 056 8240 (thereafter)
Weber Shandwick (financial PR)	Nick Oborne / Tom Jenkins	020 7067 0000