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1 FOR IMMEDIATE RELEASE 26 November 2009 Not for release, publication or distribution in or into the United States, Canada, Australia or Japan or any other jurisdiction where it would be unlawful to do so Recommended cash offer by ASTRA 5.0 LIMITED a company controlled by investment partnerships advised by INFLEXION PRIVATE EQUITY PARTNERS LLP for FDM GROUP plc at 141 pence per FDM Share Summary The Independent Director of FDM and the board of Astra announce that they have reached agreement on the terms of a recommended cash offer by Astra for the entire issued and to be issued share capital of FDM. Astra is a newly incorporated company which has been formed for the purposes of making the Offer and is ultimately controlled by investment partnerships advised by Inflexion. Under the terms of the Offer, FDM Shareholders will be entitled to receive 141 pence per FDM Share in cash. The Offer values the entire issued and to be issued share capital of FDM at approximately 33.3 million. The Offer Price represents a premium of approximately: 42.4 per cent. to the Closing Price of 99.0 pence per FDM Share on 3 June 2009, the last business day prior to the announcement by FDM that it had received an approach from the Executive Management Team and Ivan Martin regarding a possible offer for FDM; 64.9 per cent. to the average Closing Price of 85.5 pence per FDM Share for the six month period ending on 3 June 2009; and

2 72.1 per cent. to the Closing Price of 99.0 pence per FDM Share on 3 June 2009, as adjusted for cash on the balance sheet as at 30 June 2009, which equates to 40.7 pence per FDM Share. The cash adjusted Offer Price is pence (being pence less 40.7 pence). The cash adjusted Closing Price on 3 June 2009 was 58.3 pence (being 99.0 pence less 40.7 pence). FDM is an international IT services company with sales offices in London, New York, Frankfurt, Zurich and Luxembourg which specialises in the provision of outsourced IT solutions predominantly to large blue chip organisations. As of 31 October 2009, the business employed 322 full time IT consultants (known as Mounties) and had a further 131 in training at its Brighton, London and Manchester training academies specialising in application development (java and.net), support, project management and testing. FDM also operates an IT staffing business which had over 340 contractors on assignment as of 31 October Astra has entered into arrangements with the Management Team under which they will, in aggregate, through a rollover of their Management FDM Shares and Management Option Shares, additional cash investment or a mixture of the two, invest in Astra and Astra Topco an amount equal to approximately 3.42 million at the Offer Price. Further details of the proposed arrangements between Astra and the Management Team are set out in paragraph 4 of this announcement. Under the Code, the Panel requires the proposed arrangements with the Management Team to be approved by ordinary resolution of the Independent Shareholders and the Offer is conditional on, inter alia, such approval being obtained. A committee of the board of FDM, comprising the Independent Director, has been established for the purposes of considering the Offer and making recommendations to FDM Shareholders in relation to the Offer. The Independent Director of FDM, who has been so advised by Brewin Dolphin, considers the terms of the Offer to be fair and reasonable. In providing its advice to the Independent Director, Brewin Dolphin has taken into account the commercial assessments of the Independent Director. Accordingly, on the basis of the information contained in the paragraph in this announcement headed Background to and reasons for recommending the Offer, the Independent Director intends to recommend that FDM Shareholders accept the Offer and that Independent Shareholders vote in favour of the Resolution, as he has irrevocably undertaken to do in respect of his entire beneficial holding of

3 15,000 FDM Shares, representing approximately 0.06 per cent. of the existing issued share capital of FDM. The Offer will be subject to the Conditions and certain further terms referred to in Appendix 1 to this announcement and to be set out in the Offer Document. To become effective, the Offer will require, amongst other things, the passing, on a poll, of an ordinary resolution approving the arrangements between Astra and the Management Team. Under the Share Exchange Agreements, the Management Team have agreed, conditional on the Offer becoming or being declared wholly unconditional, to sell to Astra (i) the Management FDM Shares amounting to, in aggregate, 1,565,946 FDM Shares, representing approximately 6.74 per cent. of the existing issued share capital of FDM and (ii) the Management Option Shares, amounting to, in aggregate, 189,750 FDM Shares which certain members of the Management Team will acquire when they exercise certain options granted to them pursuant to the EMI Scheme. Astra has received an irrevocable undertaking from Rod Flavell to accept the Offer in respect of a total of 780,142 FDM Shares (such FDM Shares being, together with the FDM Shares which he has agreed to sell pursuant to the Share Exchange Agreement, his entire legal and beneficial holding of FDM Shares). Astra has received an irrevocable undertaking from AXA Framlington, the equity division of AXA Investment Managers UK Limited to accept the Offer and vote in favour of the Resolution in respect of 2,578,217 FDM Shares. Astra has received an irrevocable undertaking from Hargreave Hale Limited to accept the Offer and vote in favour of the Resolution in respect of 320,000 FDM Shares. Astra has also received irrevocable undertakings from certain other parties who are beneficially interested in or otherwise able to control FDM Shares to accept the Offer and vote in favour of the Resolution or to procure that any other person accepts the Offer and votes in favour of the Resolution in respect of a total of 6,874,000 FDM Shares. In addition, Astra has received a non-binding letter of intent from Henderson Global Investors Limited to accept the Offer and vote in favour of the Resolution in respect of 317,916 FDM Shares. In aggregate, Astra has therefore: received irrevocable undertakings and a non-binding letter of intent to accept the Offer or to procure that any other person accepts the Offer, and has an agreement to acquire FDM Shares under the Share

4 Exchange Agreements in respect of a total of 12,436,221 FDM Shares (excluding Management Option Shares), representing approximately per cent. of the existing issued share capital of FDM; and received irrevocable undertakings and a non-binding letter of intent to vote in favour of the Resolution or to procure that any other person votes in favour of the Resolution in respect of a total of 10,090,133 FDM Shares representing approximately per cent. of the FDM Shares held by Independent Shareholders. Full details of the undertakings referred to above and the conditions under which they lapse are set out in paragraph 5 of this announcement. Commenting on the Offer, Karl Monaghan, the Independent Director of FDM, said: I am recommending the Offer Price of 141 pence per share as it allows shareholders the opportunity to accept the Offer at a significant premium to the pre announcement price. In my opinion, given the historic share price performance, share register structure and trading environment, in the absence of an offer for the Company, there can be no guarantee that shareholders (especially those with a significant holding) will be able to sell their shares in the market at a price of 141 pence or better in the short to medium term. The Offer Price is only 9.1 per cent. below the all time high share price of 155p which was achieved over a period of three days more than two years ago. Commenting on the Offer, Rod Flavell, Chief Executive Officer of FDM and member of the Management Team, said: Inflexion has a long track record of successful investing in the IT services space and I am delighted to be forming this partnership with them in order to support FDM in the next phase of its development. Against the backdrop of current economic conditions and the challenging trading conditions that we face, the Offer provides FDM Shareholders, a number of whom have held their shares for many years, with the certainty of cash consideration at an attractive premium. Commenting on the Offer, John Hartz, Managing Partner of Inflexion, said: Whilst the management team of FDM have successfully guided the business through difficult trading conditions, we believe that FDM Shareholders have suffered from the valuation and liquidity issues common to many small, closelyheld, AIM stocks. In financing our offer, we intend to utilise debt finance at a level materially above that which would be normal for a quoted company. This enables us to

5 deliver an offer value to FDM Shareholders that is significantly in excess of where the Company s share price has traded since mid We believe that a certain cash offer at this level should be highly attractive against the backdrop of a fragile economic, trading and stock market environment. This summary should be read in conjunction with the full text of the following announcement (including its Appendices). Appendix III to the following announcement contains definitions of certain terms used in this summary and the following announcement. In accordance with Rule of the City Code, a copy of this announcement will be published on the following websites: and The Offer Document containing further details of the Offer (including a notice of General Meeting) together with Forms of Acceptance will be posted to FDM Shareholders and, for information only, to participants in the FDM Share Schemes as soon as practicable and, in any event, within 28 days of this announcement unless otherwise agreed with the Panel. Enquiries Inflexion and Astra Gareth Healy Richard Swann John Hartz Ernst & Young (Financial adviser to Astra) Tim Medak Mark Harrison Altium (Broker to Astra) Stephen Georgiadis Tim Richardson Citigate Dewe Rogerson (PR advisor to Astra) Simon Rigby FDM Karl Monaghan, Independent Director Brewin Dolphin (Financial adviser to FDM) Matt Davis Neil McDonald

6 Ernst & Young is acting exclusively for Astra in connection with the Offer and will not be responsible to any person other than Astra for providing the protections afforded to customers of Ernst & Young or for providing advice in relation to the Offer or any other matter referred to in this announcement. Altium is acting exclusively for Astra in connection with the Offer and will not be responsible to any person other than Astra for providing the protections afforded to customers of Altium or for providing advice in relation to the Offer or any other matter referred to in this announcement. Brewin Dolphin is acting exclusively for FDM in connection with the Offer and will not be responsible to any person other than FDM for providing the protections afforded to clients of Brewin Dolphin or for providing advice in relation to the Offer or any other matter referred to in this announcement. This announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for, securities. Any acceptance or other response to the Offer should be made only on the basis of information referred to in the Offer Document which Astra intends to despatch shortly to FDM Shareholders and, for information only, to participants in the FDM Share Schemes. The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Further details in relation to overseas shareholders will be contained in the Offer Document. The Offer referred to in this announcement will not be made, directly or indirectly, in, into or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. This announcement does not constitute an offer in the United States, Canada, Australia or Japan or any such other jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentally or facilities or otherwise from or within the United States, Canada, Australia or Japan or any such other jurisdiction. Accordingly this announcement is not being, and should not be, mailed, transmitted or otherwise distributed, in whole or in part, in or into or from the United States, Canada, Australia or Japan or any such other jurisdiction. FDM Shareholders (including, without limitation, nominees, trustee or custodians) must not forward this announcement to the United States, Canada, Australia, Japan or other such jurisdiction.

7 The Astra Directors accept responsibility for the information contained in this announcement other than information for which the Investment Committee of Inflexion alone accepts responsibility as set out below and the information for which the FDM Directors and the Independent Director accept responsibility as set out below. To the best of the knowledge and belief of the Astra Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. The Investment Committee of Inflexion (all of whose names will be set out in the Offer Document) accepts responsibility for the information relating to Inflexion and the Inflexion Funds. To the best of the knowledge and belief of the Investment Committee of Inflexion (who have taken all reasonable care to ensure that such is the case), such information for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. The FDM Directors (all of whose names will be set out in the Offer Document) accept responsibility for the information relating to FDM, the FDM Group, and themselves and their immediate families, related trusts and connected persons. To the best of the knowledge and belief of the FDM Directors (who have taken all reasonable care to ensure that such is the case), such information for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. The Independent Director accepts responsibility for his recommendation and the background to and reasons for his recommendation of the Offer contained in this announcement. To the best of the knowledge and belief of the Independent Director (who has taken all reasonable care to ensure that such is the case), such information for which he is responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS This announcement contains certain forward looking statements with respect to the financial condition, results of operations and business of FDM or FDM Group and certain plans and objectives of the boards of directors of FDM and Astra and the Investment Committee of Inflexion. These forward looking statements can be identified by the fact that they do not relate to historical or current facts. Forward looking statements often use words such as anticipate, target, expect, estimate, intend, plan, goal, believe, will, may, should, would, could or other words of similar meaning. These statements are based on assumptions and assessments made by the boards of directors of FDM, Astra and the Investment Committee of Inflexion in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward looking statements involve risk and uncertainty and the factors described in the context of such forward looking statements in this document could cause actual results and

8 developments to differ materially from those expressed in or implied by such forward looking statements. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this document. FDM, the Independent Director, Astra and Inflexion assume no obligation to update or correct the information contained in this announcement.

9 DEALING DISCLOSURE REQUIREMENTS Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, interested (directly or indirectly) in 1 per cent. or more of any class of relevant securities of FDM or Astra, all dealings in any relevant securities of that company (including by means of an option in respect of, or a derivative referenced to, any such relevant securities ) must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the offer period otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an interest in relevant securities of FDM or Astra, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all dealings in relevant securities of FDM or Astra by FDM or Astra, or by any of their respective associates, must be disclosed by not later than noon (London time) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose relevant securities dealings should be disclosed, and the number of such securities in issue, can be found on the Panel s website at Interests in securities arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an interest by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on the Panel s website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, you should consult the Panel on telephone number +44(0) or fax number +44(0)

10 FOR IMMEDIATE RELEASE 26 November 2009 Not for release, publication or distribution in or into the United States, Canada, Australia or Japan or any other jurisdiction where it would be unlawful to do so Recommended cash offer by ASTRA 5.0 LIMITED a company controlled by investment partnerships advised by INFLEXION PRIVATE EQUITY PARTNERS LLP for FDM GROUP plc at 141 pence per FDM Share 1. Introduction The Independent Director of FDM and the Astra Board announce that they have reached agreement on the terms of a recommended cash offer for the entire issued and to be issued share capital of FDM (save for the Management FDM Shares and Management Option Shares which are to be acquired by Astra from the Management Team under the terms of the Share Exchange Agreements). The Offer will be made by Astra, a newly incorporated company which is ultimately controlled by investment partnerships advised by Inflexion for the purposes of making the Offer. In view of their arrangements with Astra as described in paragraph 4 below, each of Rod Flavell, David Templeman, Ivan Martin, Sheila Flavell and Andrew Brown (being directors of FDM and members of the Management Team) are regarded as having a conflict of interest in relation to the Offer. A committee of the board of FDM comprising the Independent Director, Karl Monaghan (nonexecutive director), has therefore been established for the purposes of progressing the Offer, considering all matters relating to the Offer and making recommendations to FDM Shareholders in relation to the Offer.

11 The formal offer will be set out in full in the Offer Document, which is expected to be dispatched to FDM Shareholders as soon as practicable and in any event within 28 days of the Announcement Date. 2. The Offer The Offer, which will be subject to the conditions and certain further terms set out in Appendix I, and to be set out in full in the Offer Document and Form of Acceptance, will be made on the following basis: For each FDM Share 141 pence in cash The Offer, which is wholly in cash, values the entire issued and to be issued share capital of FDM at approximately 33.3 million. The Offer Price represents a premium of approximately: 42.4 per cent. to the Closing Price of 99.0 pence per FDM Share on 3 June 2009, the last business day prior to the announcement by FDM that it had received an approach from the Executive Management Team and Ivan Martin regarding a possible offer for FDM; 64.9 per cent. to the average Closing Price of 85.5 pence per FDM Share for the six month period ending on 3 June 2009; and 72.1 per cent. to the Closing Price of 99.0 pence per FDM Share on 3 June 2009 as adjusted for cash on the balance sheet as at 30 June 2009, which equates to 40.7 pence per FDM Share. The cash adjusted Offer Price is pence (being 141 pence less 40.7 pence). The cash adjusted Closing Price on 3 June 2009 was 58.3 pence (being 99.0 pence less 40.7 pence). FDM Shares will be acquired by Astra pursuant to the Offer fully paid and free from all liens, equities, charges, equitable interests, encumbrances, rights of pre-emption and other third party rights and/or interests of any nature whatsoever and together with all rights attaching to them on or after the Announcement Date, including the right to receive and retain all dividends, interest and other distributions declared, paid or made on or after the Announcement Date. The Offer extends to all FDM Shares unconditionally allotted or fully paid on the date of the Offer and any FDM Shares which are unconditionally allotted or issued and fully paid (including pursuant to the exercise of options under the FDM Share Schemes) except those to be sold under the Share Exchange Agreements before the date on which the Offer closes (or such earlier date as

12 Astra may, subject to the City Code, decide, not being earlier than the date on which the Offer becomes unconditional as to acceptances). 3. Recommendation The Independent Director of FDM, who has been so advised by Brewin Dolphin, considers the terms of the Offer to be fair and reasonable. In providing its advice to the Independent Director of FDM, Brewin Dolphin has taken into account the commercial assessments of the Independent Director of FDM. Accordingly, on the basis of the information contained in the paragraph in this announcement headed Background to and reasons for recommending the Offer, the Independent Director of FDM intends to recommend that FDM Shareholders accept the Offer and vote in favour of the Resolution as he himself has irrevocably undertaken to do in respect of his entire beneficial holding of 15,000 FDM Shares, representing approximately 0.06 per cent. of the existing issued share capital of FDM. 4. Arrangements between Astra and the Management Team The Astra Board believes that the ongoing participation of the Management Team in the continued growth of FDM Group is very important due to their success in building the business to date and their strong relationships with key customers and suppliers. In this regard, it is a requirement of Inflexion that the Management Team invest a significant financial stake in Astra to commit them to the delivery of potential future growth. It should be noted that the Management Team will not receive a return on their investment in Astra and Astra Topco described below unless, in aggregate, priority funding of approximately 23.7 million provided by the Inflexion Funds or other third party finance providers, together with all accrued interest, is repaid in full. Following completion, if Astra achieves its business plan, the Management Team will be appropriately rewarded, but should FDM s business not perform in the future there are equally significant risks that the Management Team will receive no return at all on their investment of approximately 3.42 million. Astra has entered into arrangements with the Management Team under which the Management Team will, in aggregate, through a rollover of their Management FDM Shares and Management Option Shares, additional cash investment or a mixture of the two, invest in Astra an amount equal to approximately 3.42 million. It is proposed that the Management Team s investment will be structured in such a way so as to procure that:

13 (i) (ii) (iii) (iv) the Management Team hold approximately 41.5 per cent. of the ordinary share capital in Astra Topco, being an amount equal to approximately 0.47 million; the Management Team hold approximately per cent. of the loan notes to be issued by Astra, being an amount equal to approximately 2.95 million; the Executive Management Team s and Ivan Martin s share of Astra Topco s ordinary share capital will be reduced if acquisition finance is not obtained within 25 weeks of completion of the investment in Astra Topco, to pay down certain of the loan notes held by Inflexion. In such circumstances, the Executive Management Team s and Ivan Martin s share of Astra s equity share capital will be reduced by a maximum of 5 per cent. under this mechanism; the Executive Management Team s share of the equity value on a disposal of all or substantially all of Astra will be increased by up to a further 5 per cent. of incremental proceeds above an agreed hurdle level return for Inflexion. The Management Team will not be entitled to any enhanced share distributions, dividends or other proceeds or return of capital in relation to their entire holding of shares in Astra until the disposal of all or substantially all of Astra. It is the intention that the Management Team will remain in place to operate the business following the Offer. The Executive Management Team will enter into amended service contracts with Astra, so that in the event that certain performance criteria are met, each of the Executive Management Team will be entitled to a bonus which may be up to 50 per cent. more than their existing bonus arrangements. Under the Code, the Panel requires these arrangements with the Management Team to be approved on a poll by an ordinary resolution of Independent Shareholders and the Offer is conditional, inter alia, on such approval being obtained. Accordingly, at the General Meeting the Resolution will be proposed to approve the arrangements between Astra and the Management Team. Voting on the Resolution will be on a poll and the Management Team and their connected persons will not be entitled to vote. Further details of the arrangements between Astra and the Management Team will be set out in the Offer Document. Brewin Dolphin considers the terms of the arrangements with the Management Team to be fair and reasonable so far as other FDM Shareholders are concerned.

14 Accordingly, the Independent Director intends to recommend that Independent Shareholders vote in favour of the Resolution that will be proposed at the General Meeting concerning the Management Arrangements, as he himself has irrevocably undertaken to do in respect of his own beneficial holding of 15,000 FDM Shares, representing 0.07 per cent. of the FDM Shares held by Independent Shareholders. 5. Irrevocable undertakings, letter of intent and the Share Exchange Agreements Under the Share Exchange Agreements, the Management Team have agreed conditional on the Offer becoming or being declared wholly unconditional, to sell to Astra (i) the Management FDM Shares amounting to, in aggregate, 1,565,946 FDM Shares, representing approximately 6.74 per cent. of the existing issued share capital of FDM and (ii) the Management Option Shares, amounting to, in aggregate, 189,750 FDM Shares which certain members of the Management Team will acquire when they exercise certain options granted to them pursuant to the FDM Share Schemes. Astra has received an irrevocable undertaking from Rod Flavell to accept the Offer in respect of a total of 780,142 FDM Shares (such FDM Shares being, together with the FDM Shares which he has agreed to sell pursuant to the Share Exchange Agreement, his entire legal and beneficial holding of FDM Shares). In addition, Astra has received irrevocable undertakings to accept the Offer and vote in favour of the Resolution or to procure that any other person accepts the Offer and votes in favour of the Resolution from the following FDM Shareholders, in respect of an aggregate amount of 9,772,217 FDM Shares, as follows: the Independent Director in respect of 15,000 FDM Shares; AXA Framlington, the equity division of AXA Investment Managers UK Limited ( AXA ) in respect of 2,578,217 FDM Shares; Hargreave Hale Limited ( Hargreave Hale ) in respect of 320,000 FDM Shares; Brian Divett in respect of 1,516,667 FDM Shares; Gwenda Divett in respect of 840,000 FDM Shares; Jacqueline Mosseri-Marlio in respect of 2,208,333 FDM Shares; Julian Divett in respect of 1,094,000 FDM Shares; and Paloma Trading Inc. (the ultimate beneficiary being Judi Ann Divett) in respect of 1,200,000 FDM Shares.

15 In addition, Astra has received a non-binding letter of intent from Henderson Global Investors Limited to accept the Offer and vote in favour of the Resolution in respect of 317,916 FDM Shares. In aggregate, Astra has therefore: received irrevocable undertakings and a non-binding letter of intent to accept the Offer or to procure that any other person accepts the Offer, and has an agreement to acquire FDM Shares under the Share Exchange Agreements in respect of a total of 12,436,221 FDM Shares (excluding Management Option Shares), representing approximately per cent. of the existing issued share capital of FDM; and received irrevocable undertakings and a non-binding letter of intent to vote in favour of the Resolution or to procure that any other person votes in favour of the Resolution in respect of a total of 10,090,133 FDM Shares representing approximately per cent. of the FDM Shares held by Independent Shareholders. The irrevocable undertakings referred to above from Brian Divett, Gwenda Divett, Jacqueline Mosseri-Marlio, Julian Divett and Paloma Trading Inc. will cease to be binding if (i) a competing offer is announced (in accordance with Rule 2.5 of the Code) to acquire the issued share capital of FDM at an offer price of higher than 135 pence per FDM Share, or (ii) the Independent Director changes or amends his recommendation of the Offer. The irrevocable undertakings referred to above from AXA and Hargreave Hale will cease to be binding if a competing offer is announced (in accordance with Rule 2.5 of the Code) to acquire the issued share capital of FDM at an offer price which represents a value of not less than the sum of 110 per cent. of the value of the Offer Price under the Offer. The other irrevocable undertakings referred to above will not lapse in the event of receipt by the Company of a higher competing offer. 6. Background to and reasons for recommending the Offer The Independent Director of FDM has considered the terms of the Offer made by Astra and believes that FDM Shareholders should accept the Offer for their FDM Shares at a price of 141 pence. The Independent Director believes that, since its admission to AIM, FDM s share price has, for varied and complex reasons, failed to value the Company appropriately and for reasons set out below believes that, in the absence of an offer for the Company, there can be no guarantee that FDM Shareholders (especially those with significant shareholdings) will be able to sell their entire

16 shareholding in FDM in the market, should they wish to do so, at a price of 141 pence or better, in the short to medium term. The Independent Director therefore advises that each FDM Shareholder should consider carefully the information set out below in making a decision as to whether to accept the Offer. This is not intended to be an exhaustive list of relevant factors and FDM Shareholders should consider their individual circumstances carefully before deciding whether to accept the Offer. The economic and trading environment The considerable economic turmoil of the last year has had a significant impact on the financial performance of many businesses. FDM, whilst benefitting from strong customer relationships, has not been immune to this general downturn. The IT consulting and staffing sectors, which form the basis of FDM s operations, have been substantially affected and FDM has seen a softening in its income and margins over recent months. This was referred to in the Trading Update released on 20 July 2009 when it was stated that: the Company has experienced pressures on freelance contractor rates and the buying patterns of our institutional client base have exhibited two distinct trends associated with economic uncertainty: buying decisions are taking longer than we would normally expect; and once buying decisions have been made, contract durations associated with placements of our in house Mountie resources and freelance contractors have shortened in comparison with the position at 31 December These changes in buying behaviour mean that visibility has reduced and predictability has become more difficult. FDM s Interim Results, which were released on 18 August 2009, also highlighted the impact of the recession stating: We face a number of challenges in 2009, none more significant than changes in the buying behaviour of our clients. This means that visibility of future earnings has reduced and predictability has become more difficult throughout our client portfolio and across our international businesses. The Independent Director therefore believes that, whilst FDM has performed in line with Directors expectations, the visibility of likely trading performance in the next financial year is lower than in previous years. Furthermore, whilst the Company has a partial hedge against weaker trading conditions through the

17 target-driven remuneration structure of many of its employees, the impact on future performance arising from morale issues associated with anticipated reduced bonus and commission payments is too early to assess. Incentivisation of directors and key staff The Independent Director believes that the Management Team and staff of FDM are its key assets. The Independent Director is conscious of the close working relationships of the Management Team and other key personnel and believes that the motivation and incentivisation of the Management Team is of fundamental importance in driving operational performance. It has become apparent during the Offer process that the Executive Management Team has not felt appropriately incentivised or rewarded for the relatively strong financial performance of FDM over recent periods. The Independent Director believes that this has been one of the key factors in the Executive Management Team s decision to progress the Offer. In light of this information, the Independent Director wrote to the Executive Management Team outlining possible new incentivisation structures, certain of which would have required the approval of FDM Shareholders, as the basis to commence discussions on amendments to remuneration packages such that FDM might remain quoted on AIM. The Executive Management Team believed that such proposals would prove difficult to implement and confirmed that it was its strong preference to progress the Offer as opposed to amending incentivisation packages. Offer Price Discussions with the Executive Management Team and Ivan Martin regarding an Offer commenced at a price of pence some significant time ago. Following discussions with the Executive Management Team and Ivan Martin, Inflexion and Astra s advisers, the proposed offer price was raised firstly to 120 pence as announced on 4 June 2009 and again to 135 pence as announced on 24 August The Offer Price of 141 pence represents a premium of 42.4 per cent. to the prevailing share price prior to the announcement of 4 June 2009 and a discount of only 9.1 per cent. to the all time high share price of 155 pence achieved for a three day period over two years ago. Since the announcement on 4 June 2009, no other potential bidders have indicated an interest in making a competing offer for FDM. The Independent Director believes that FDM s share price since its admission to AIM in April 2005 at 78p per share has not reflected the significant growth in profitability delivered by the Management Team since that time. Notwithstanding consistent profit growth since flotation, the FDM Share price

18 has been volatile achieving an all time high of 155p on 12 July 2007 and reaching an all time low of 62p from 23 December 2008 to 5 January The Independent Director believes the reasons for the dislocation between the Company s share price and trading performance to be complex and varied but believes the following factors to be of relevance: the Company is relatively small with a market capitalisation of 19.2 million at flotation and 36.0 million at its highest share price achieved on 12 July 2007; the Company operates in the IT services sector, a sector which is highly cyclical and which, as a result, can in periods of recession fall out of favour with investors; the Company also received the majority of its revenue from the financial services sector, which has been affected by the recent economic downturn; the Company, as an IT consultancy, has not always been readily understood by all investors, and, in particular, the fact that Mounties are employees of FDM and not contractors is perceived by some investors as causing difficulties in a downturn; and the lack of trading liquidity in the Company s shares, arising in part from the large shareholding of founder shareholders no longer involved in the management of FDM, has made it challenging for potential new investors to become shareholders and has deterred others. The average daily trading volume in FDM Shares for the 12 month period ended on 25 November 2009, being the latest practicable date prior to the publication of this announcement, was 14,050 shares, being 0.06 per cent. of the existing issued share capital. In the opinion of the Independent Director, FDM Shareholders (especially those with significant holdings) should be mindful that, in the absence of an offer for the Company, there can be no guarantee that they will be able to sell their entire shareholding in FDM in the market at a price of 141 pence or better in the short to medium term. After having taken into account the factors set out above, the Independent Director intends to recommend that FDM Shareholders accept the Offer. 7. Background to and reasons for the Offer Despite the relatively strong financial performance of FDM in recent periods, its shares have suffered from limited liquidity and low valuations as described elsewhere in this document. In addition, the costs of being a public company are significant in both financial terms and the amount of management time

19 consumed by the reporting cycle and investor relations. As a result, the Management Team believe that the benefits of being a public company are outweighed by these considerable costs. Inflexion has significant experience and a strong track record of investing in the IT services sector. Inflexion and the Management Team believe that accelerated investment in the Academy programme will create a strong pipeline supply of Mounties, which should generate long-term sustainable growth. In addition, a key determinant in FDM generating growth in the future will be its ability to further diversify the IT services offered. Given the considerable uncertainties caused by the current market conditions and those inherent in new service development and geographical expansion, both in terms of timing and success, as well as the level of investment required both in terms of capital and management time, Inflexion and the Management Team believe that FDM would be better positioned to pursue this strategy as a private company. 8. Information on FDM FDM is an international IT services company with sales offices in London, New York, Frankfurt, Zurich and Luxembourg and which specialises in the provision of outsourced IT solutions predominantly to large blue chip organisations. As at 31 October 2009, the business employed 322 full time IT consultants (known as Mounties) and had a further 131 in training at its Brighton, London and Manchester training academies specialising in application development (java and.net), support, project management and testing. FDM also operates an IT staffing business which had 340 contractors on assignment as at 31 October For the year ended 31 December 2008, FDM recorded sales of 52.2 million (2007: 49.8 million) and gross profit increased 22.1 per cent. to 13.7 million (2007: 11.2 million). Operating margin rose to 9.6 per cent. (2007: 8.1 per cent.) and profit before tax increased 23 per cent. to 5.3 million (2007: 4.3 million). For the six months ended 30 June 2009, FDM recorded sales of 25.1 million (2008: 25.4 million) and gross profit increased 6.5 per cent. to 6.9 million (2008: 6.5 million). Operating margin fell to 8.6 per cent. (2008: 8.9 per cent.) and profit before tax decreased 7.7 per cent. to 2.2 million (2008: 2.4 million). As at 30 June 2009 the Company had net cash of 9.46 million. 9. Current Trading and Prospects In a trading statement made on 20 July 2009 the FDM Directors stated that FDM s profit performance for the six month period had been in line with their

20 expectations despite difficult economic conditions and pointed to delays in buying decisions and shorter contract periods for FDM s Mounties as two distinct trends resulting from the economic uncertainty. On 18 August 2009, FDM announced its interim results for the six month period to 30 June The interim results showed gross profits up 6.5 per cent. to 6.9 million and profit before tax down 7.7 per cent. to 2.2m. In the Chairman and Chief Executive s statement accompanying the interim results, it was stated that profit before tax had been affected as a result of the costs related to the transition of FDM s London training operations into its modern office space. The FDM Board reported that FDM s global service offering remained solid and that client retention and new client wins during the period demonstrated that FDM s Mountie based model remained compelling for clients. Since the announcement of interim results for the six months to 30 June 2009, FDM has continued to trade in line with the FDM Directors expectations. 10. Information on Inflexion, Astra and Astra Topco Inflexion Inflexion is an independent private equity firm, investing in small-mid market growth businesses. It has considerable experience in helping grow and professionalise businesses and the key investment executives have more than 100 years of combined experience in private equity investments. In addition, Inflexion has particular strength in and knowledge of the technology and staffing sectors. Inflexion (which is regulated by the FSA) manages various private equity funds on a discretionary basis (subject to certain prescribed restrictions). These include the Inflexion 2006 Buyout Fund Limited Partnership and the Inflexion Co- Investment Limited Partnership (the Inflexion Funds ), further details of which will be set out in the Offer Document. Astra and Astra Topco Astra is a newly incorporated company which is ultimately controlled by investment partnerships advised by Inflexion for the purposes of making the Offer. Astra is a wholly owned subsidiary of Astra Topco which is controlled by investment partnerships advised by Inflexion. Astra and Astra Topco have not traded since their dates of incorporation, nor have they entered into any obligations other than in connection with the Offer and the financing of the Offer.

21 The current directors of both Astra and Astra Topco are John Hartz and Richard Swann, both of whom are appointees of Inflexion. Astra will be financed using a combination of equity and debt. Paragraph 14 of this announcement contains further information on the financing of the Offer. 11. Directors, management and employees Astra recognises the skills, technical ability and experience of existing management and employees of FDM. Astra has given assurances to the Independent Director that, if the Offer is declared unconditional in all respects, the existing employment rights, including pension rights of management and employees of FDM will be fully safeguarded. Astra s plans for FDM do not involve any material change in the conditions of employment of FDM s employees nor are there currently any plans to change the principal locations of FDM s business. Karl Monaghan, the Independent Director, has agreed to resign subject to and with effect from the Offer being declared unconditional in all respects. 12. FDM Share Schemes The Offer extends to all FDM Shares unconditionally allotted or fully paid on the date of the Offer and any FDM Shares which are unconditionally allotted or issued and fully paid (including pursuant to the exercise of options under the FDM Share Schemes) except those to be sold under the Share Exchange Agreements before the date on which the Offer closes (or such earlier date as Astra may, subject to the City Code, decide, not being earlier than the date on which the Offer becomes unconditional as to acceptances). Participants in any FDM Share Schemes will be contacted regarding the effect of the Offer on their rights under those schemes and appropriate proposals will be made to such participants. Further information on the terms of such proposals will be included in the Offer Document. 13. Disclosure of interests in FDM As at the close of business on 25 November 2009, being the latest practicable date prior to the publication of this announcement, the Management Team, who are acting in concert with Astra for the purposes of the Offer (i) owned or controlled 2,357,044 FDM Shares; and (ii) held options over 242,450 FDM Shares granted under the FDM Share Schemes. As at the close of business on 25 November 2009, being the latest practicable date prior to the publication of this announcement, save for: (i) the disclosures in this paragraph 13; (ii) the arrangements between Astra and the Management Team referred to in paragraph 4 above; and (iii) the irrevocable undertakings

22 referred to in paragraph 5 above, none of Astra or Inflexion or any of their directors or, so far as Inflexion and the Astra Directors are aware, any person acting, or deemed to be acting, in concert with Astra: had an interest in, or right to subscribe for, relevant securities of FDM; had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of FDM; had procured an irrevocable commitment or letter of intent to accept the Offer in respect of relevant securities of FDM; or had borrowed or lent any FDM Shares. Furthermore, no arrangement exists with Astra, Inflexion or FDM or an associate of Astra, Inflexion or FDM in relation to FDM Shares. For these purposes, an arrangement includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to FDM Shares which may be an inducement to deal or refrain from dealing in such securities. 14. Financing of the Offer The consideration payable under the Offer will be financed through a combination of equity and debt financing provided by the Inflexion Funds and, subject to the consent of Ernst & Young and to the provisions of the Code, further debt financing, consisting of senior debt facilities of 13.0 million, which have been arranged and fully underwritten by HSBC Bank plc ( HSBC ) and a short term bridge facility which has been arranged and fully underwritten by Investec Bank plc ("Investec") of up to 35.7 million to pay (i) approximately 33.3 million to FDM Shareholders pursuant to the Offer and Share Exchange Agreements and (ii) the balance in respect of arrangement fees, costs and expenses. The facilities agreement under which HSBC has agreed to provide the 13.0 million of debt financing requires that Astra will not waive, amend or vary or declare or treat as satisfied any condition of the Offer where such waiver, amendment or variation is material (unless it is required by the Code or the Panel). Further details on the financing of the Offer will be set out in the Offer Document. The facilities agreement under which Investec has agreed to provide up to 35.7 million of short term debt financing requires that Astra will not waive, amend or vary or declare or treat as satisfied any condition of the Offer where

23 such waiver, amendment or variation is material (unless it is required by the Code or the Panel). Further details on the financing of the Offer will be set out in the Offer Document. The amount of the Investec facility will be reduced by the amount drawn down from the HSBC facility. As required by the Code, Ernst & Young, as financial adviser to Astra, has confirmed that it is satisfied that sufficient resources are available to Astra to satisfy in full the cash consideration payable to FDM Shareholders under the terms of the Offer. 15. Inducement Fee Agreement and Non-Solicitation Agreement FDM has entered into a non-solicitation agreement with Astra under which FDM has given certain undertakings to Astra, including an undertaking that it will not directly or indirectly solicit or initiate the submission of any proposal or offer from any other person relating to a possible offer for FDM or any of its material assets. As an inducement to Astra to pursue its due diligence enquiries of FDM in relation to a possible offer, on 21 August 2009 FDM entered into an agreement (which was amended on 6 October 2009 and 24 November 2009) to pay to Astra a fee of one per cent. of the value of FDM, based on the Offer Price (inclusive of any irrecoverable VAT) calculated on a fully diluted basis, if, prior to 28 February 2010: an Independent Inconsistent Transaction is announced which is approved or recommended by the Independent Director, or which subsequently becomes or is declared unconditional in all respects or completes (as relevant); the Independent Director withdraws or alters his recommendation of the Offer; FDM takes or omits to take any action which prevents a condition to the Offer from being fulfilled, and as a result the Offer lapses or fails to become unconditional or declared unconditional in all respects; the Offer lapses or is withdrawn in accordance with its terms as a result of the non-fulfilment of the acceptance condition; or any resolution which is necessary to be passed at a general meeting of FDM to enable the Offer to be implemented is not passed by the requisite majority of FDM Shareholders.