FDM Group Regulatory News (FDM)

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 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