FDM Group Regulatory News (FDM)

RESOLUTION

FOR

AGAINST

WITHHELD

VOTES

% OF

VOTES

% OF

VOTES

VOTES

VOTES

CAST*

CAST*

1

Receive the Company's Annual

89,830,421

99.93

44,958

0.05

397,851

Report and Accounts for the

year ended 31 December 2017

together with the reports of the

directors and shareholders.

2

Approve

the

Directors'

88,367,484

97.87

1,905,746

2.11

0

Remuneration Policy.

3

Approve

the

Directors'

88,771,760

98.95

926,309

1.03

575,161

Remuneration Report (other

than the part containing the

Directors' Remuneration Policy)

for the year ended 31 December

2017.

4

Declare a final ordinary dividend

90,273,231

99.98

0

0.00

0

for the year ended 31 December

2017 of 14.0 pence for each

ordinary share in the capital of

the Company.

5

Re-elect Andrew Brown as a

90,219,885

99.92

53,346

0.06

0

director of the Company.

6

Re-elect Rod Flavell as a

90,185,381

99.88

87,850

0.10

0

director of the Company.

7

Re-elect Sheila Flavell as a

90,219,885

99.92

53,346

0.06

0

director of the Company.

8

Re-elect Michael McLaren as a

90,202,066

99.90

71,165

0.08

0

director of the Company.

9

Re-elect Ivan Martin as a

81,751,784

97.18

2,356,184

2.80

6,165,262

director of the Company.

10

Re-elect David Lister as a

90,262,662

99.97

10,569

0.01

0

director of the Company.

11

Re-elect Michelle Senecal de

90,262,662

99.97

10,569

0.01

0

Fonseca as a director of the

Company.

12

Re-elect Robin Taylor as a

90,262,662

99.97

10,569

0.01

0

director of the Company.

13

Re-elect Peter Whiting as a

90,199,925

99.90

73,306

0.08

0

director of the Company.

14

Re-appoint

89,698,069

99.96

16,915

0.02

558,246

PricewaterhouseCoopers

LLP

as the Company's auditors

15

Authorise the directors to agree

90,273,231

99.98

0

0.00

0

the remuneration of the auditors

16

Authorise the directors to allot

89,591,586

99.23

681,645

0.75

0

securities pursuant to section

551 of the Companies Act 2006

(the "Act")

17

Special Resolution:

90,273,231

99.98

0

0.00

0

Disapply pre-emption rights

pursuant to section 570 of the

Act.

18

Special Resolution:

88,072,814

97.54

2,200,416

2.44

0

Disapply pre-emption rights in

additional

limited

circumstances.

19

Special Resolution:

89,721,670

99.38

543,716

0.60

7,844

Authorise the Company to make

market purchases of its own

shares pursuant to section 701

of the Act

20

Special Resolution:

88,212,401

97.70

2,060,830

2.28

0

That a general meeting (other

than an AGM) may be called on

not less than 14 clear days'

notice

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