THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are inany doubt about the Offer or what action you should take, you are recommended to seek your own financialadvice immediately from your stockbroker, bank manager, solicitor, accountant or other independentfinancial adviser authorised under the Financial Services and Markets Act 2000 if you are resident in theUnited Kingdom or, if not, from another appropriately authorised financial adviser.

This document should be read in conjunction with the accompanying Form of Acceptance and Form of Proxy. Ifyou have sold or otherwise transferred all of your shares in FDM Group plc, please forward this document, (butnot the personalised Form of Acceptance (for shares held in certificated form) and Form of Proxy) and reply-paidenvelope, as soon as possible to the buyer or transferee or to the stockbroker, bank or other agent through whomthe sale or transfer was made for delivery to the buyer or transferee. However, such documents should not bemailed, transmitted or distributed, in whole or in part, in, into or from the United States, Canada, Australia, Japanor any other jurisdiction where to do so would violate the relevant laws of that jurisdiction. If you have sold partonly of your holding of FDM Shares, you should retain these documents.

The availability of the Offer to FDM Shareholders who are not resident in the United Kingdom may be affectedby the laws of the relevant jurisdiction in which they are located. Persons who are not resident in the UnitedKingdom should read paragraph 12 of the letter from Ernst & Young LLP set out in Part II of this document andshould inform themselves about, and observe, any applicable legal or regulatory requirements in their jurisdiction.

Recommended Cash Offerby

ASTRA 5.0 LIMITEDa company controlled by investment partnerships advised by

INFLEXION PRIVATE EQUITY PARTNERS LLPfor

FDM GROUP PLC

Your attention is drawn to the letter from the Independent Director set out in Part I of this document which containsthe recommendation of the Independent Director on the basis of the information contained in paragraph 3 of Part Ithat FDM Shareholders accept the Offer and that Independent Shareholders vote in favour of the Resolution to beproposed at the General Meeting.

The procedure for acceptance of the Offer is set out on pages 21 to 24 of this document and, in respect ofFDM Shares held in certificated form (that is, not in CREST), the Form of Acceptance which forms part ofthis document. To accept the Offer in respect of certificated FDM Shares, the Form of Acceptance shouldbe completed, signed and returned to Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen,West Midlands B63 3DA, as soon as possible and, in any event, so as to be received by no later than 1.00 p.m.on 18 December 2009.

To accept the Offer in respect of FDM Shares held in uncertificated form (that is, in CREST), an ElectronicAcceptance must be made and must settle as soon as possible and, in any event, by no later than 1.00 p.m. on18 December 2009. If you hold your FDM Shares as a CREST sponsored member, you should refer to yourCREST sponsor before complying with the procedures set out in paragraph 14(b) of Part II of this document.

Notice of the General Meeting of FDM to be held at the offices of Dechert LLP at 160 Queen Victoria Street,London EC4V 4QQ at 11.00 a.m. on 15 December 2009 is set out at the end of this document. A Form of Proxyfor use at the General Meeting is enclosed. To be valid, Forms of Proxy for use in connection with the GeneralMeeting should be completed and returned by post as soon as possible and, in any event, so as to reach theCompany’s registrars, Neville Registrars, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA byno later than 11.00 a.m. on 13 December 2009. Completion and return of a Form of Proxy will not precludeIndependent Shareholders from attending and voting at the General Meeting in person should they wish.

Ernst & Young is acting exclusively for Astra and no one else in connection with the Offer and will not beresponsible to any person other than Astra for providing the protections afforded to clients of Ernst & Young orfor providing advice in relation to the Offer or any matter referred to herein.

Altium is acting exclusively for Astra and no one else in connection with the Offer and will not be responsible toany person other than Astra for providing the protections afforded to clients of Altium or for providing advice inrelation to the Offer or any matter referred to herein.

Brewin Dolphin is acting exclusively for FDM and no one else in connection with the Offer and will not beresponsible to any person other than FDM for providing the protections afforded to clients of Brewin Dolphin orfor providing advice in relation to the Offer or any matter referred to herein.

24.2(d)(i)

IMPORTANT NOTICE

The Offer referred to in this document and the accompanying documents is not being made, directly orindirectly, in, into or by use of the mails of, or by any means or instrumentality (including, withoutlimitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of anational securities exchange of, the United States, Canada, Australia, Japan or any other jurisdiction ifto do so would constitute a violation of the relevant laws of such jurisdiction. This document does notconstitute an offer in the United States, Canada, Australia, Japan or any such other jurisdiction and theOffer will not be capable of acceptance by any such use, means, instrumentality or facilities orotherwise from or within the United States, Canada, Australia, Japan or any such other jurisdiction.Accordingly, neither this document nor the accompanying documents are being, nor should be, mailed,transmitted or otherwise distributed, in whole or in part, in or into or from the United States, Canada,Australia, Japan or any such other jurisdiction. Doing so may render invalid any purported acceptanceof the Offer.

All FDM Shareholders (including, without limitation, nominees, trustees or custodians) whointend to forward this document and/or the accompanying documents to any jurisdiction outsidethe United Kingdom should read paragraph 6 of Section B of Part III of this document and seekappropriate advice before taking any action.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This document 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 boardsof directors of FDM and Astra and the Investment Committee of Inflexion. These forward lookingstatements can be identified by the fact that they do not relate to historical or current facts. Forwardlooking 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. Thesestatements are based on assumptions and assessments made by the boards of directors of FDM, Astra andthe Investment Committee of Inflexion in the light of their experience and their perception of historicaltrends, current conditions, expected future developments and other factors they believe appropriate. Bytheir nature, forward looking statements involve risk and uncertainty and the factors described in thecontext of such forward looking statements in this document could cause actual results and developmentsto 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 assumptionsprove 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 theinformation contained in this document.

2

DEALING DISCLOSURE REQUIREMENTS

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, “interested” (directly orindirectly) in 1 per cent. or more of any class of “relevant securities” of FDM all “dealings” in any“relevant securities” of FDM (including by means of an option in respect of, or a derivative referencedto, any such “relevant securities”) must be publicly disclosed by no later than 3.30 p.m. on the businessday following the date of the relevant transaction. This requirement will continue until the date on whichthe Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn oron which the Offer Period otherwise ends. If two or more persons act together pursuant to an agreementor understanding, whether formal or informal, to acquire an “interest” in “relevant securities” of FDM,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 by Astra,or by any of their respective “associates”, must be disclosed by no later than 12.00 noon on the businessday following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose “relevant securities” “dealings” should bedisclosed, and the number of such securities in issue, can be found on the Takeover Panel’s website atwww.thetakeoverpanel.org.uk.

“Interests in securities” arise, in summary, when a person has long economic exposure, whetherconditional or absolute, to changes in the price of securities. In particular, a person will be treated ashaving an “interest” by virtue of the ownership or control of securities, or by virtue of any option inrespect 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. Ifyou are in any doubt as to whether or not you are required to disclose a “dealing” under Rule 8, youshould consult the Panel.

24.2(d)(xi)

3

4

TO ACCEPT THE OFFER:

For FDM Shares held in certificated form, you should:

1. Complete and sign the Form of Acceptance in accordance with paragraph 14(a) of the letterfrom Ernst & Young set out in Part II of this Offer Document (see page 22).

2. Return the completed Form of Acceptance (along with your share certificate(s) and anyappropriate documents of title) by post or (during normal business hours only) by handto Neville Registrars, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DAas soon as possible but, in any event, so as to be received by no later than 1.00 p.m. on18 December 2009.

For FDM Shares held in uncertificated form, you should ensure that:

1. an Electronic Acceptance is made in accordance with paragraph 14(b) of the letter fromErnst & Young set out in Part II of this Offer Document (see pages 23 to 24 inclusive); and

2. such Electronic Acceptance settles as soon as possible but, in any event, by no later than 1.00 p.m.on 18 December 2009. If you are a CREST sponsored member, you should refer to your CRESTsponsor before taking any action.

Independent Shareholders should also complete the enclosed Form of Proxy for use at the GeneralMeeting, to be held at 11.00 a.m. on 15 December 2009 at the offices of Dechert LLP, 160 QueenVictoria Street, London EC4V 4QQ. The Offer is conditional, inter alia, on the Resolution being dulypassed. The Form of Proxy should be completed by Independent Shareholders only, in accordance withthe instructions printed thereon and lodged with Neville Registrars as soon as possible and in any eventno later than 11.00 a.m. on 13 December 2009.

Independent Shareholders should complete and return the Form of Proxy whether or not they intend toattend the General Meeting. Completion and return of the Form of Proxy will not preclude IndependentShareholders from attending the meeting and voting in person.

If you require assistance, telephone Neville Registrars on 0121 585 1131 or, if calling from outsidethe UK, on +44 121 585 1131 between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday.

Please note that, for legal reasons, the helpline cannot provide advice on the merits of theproposals or give any financial advice.

The first closing date of the Offer is 18 December 2009

INCORPORATION OF INFORMATION BY REFERENCE

The following information in the following documents, all of which have been announced through aRegulatory Information Service and are available free of charge on FDM’s website atwww.fdmgroup.com is incorporated into this document by reference:

(a) pages 20 and 26 to 41 of the FDM Annual Report and Accounts for the year ended 31 December2008;

(b) pages 20 and 26 to 45 of the FDM Annual Report and Accounts for the year ended 31 December2007;

(c) pages 20 to 22 and 26 to 38 of the FDM Annual Report and Accounts for the year ended31 December 2006; and

(d) the Interim Results of FDM for the 6 months to 30 June 2009.

FDM will send within two business days, without charge, to each person to whom a copy of thisdocument has been sent, on their request, a copy of any document incorporated by reference in thisdocument. Requests should be addressed to Neville Registrars, Neville House, 18 Laurel Lane,Halesowen, West Midlands B63 3DA or made by telephoning the shareholder helpline between 9.00 a.m.and 5.00 p.m. (London time) Monday to Friday (except UK public holidays) on 0121 585 1131 fromwithin the UK or +44 121 585 1131 if calling from outside the UK. Different charges may apply to callsfrom mobile telephones and calls may be recorded and randomly monitored for security and trainingpurposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal ortax advice.

5

CONTENTS

Page

Part I Letter of Recommendation from the Independent Director of FDM 7

Part II Letter from Ernst & Young LLP 14

Part III Conditions and Further Terms of the Offer 27

Part IV Information relating to Inflexion, Astra Topco and Astra 53

Part V Financial information on FDM 61

Part VI Additional Information 63

Part VII Definitions 73

Part VIII Notice of General Meeting 79

6

PART I

LETTER OF RECOMMENDATION FROM THE INDEPENDENT

DIRECTOR OF FDM

(Incorporated and registered in England number 2542980)

Ivan Martin (Non-Executive Chairman)Karl Monaghan (Non-Executive Director)Roderick Neil Flavell (Chief Executive Officer)Sheila May Flavell (Chief Operations Officer)David Templeman (Chief Financial Officer)Andrew Brown (Global Sales Director)

Registered office:2nd floor Lanchester House

Trafalgar PlaceBrighton

East SussexBN1 4FL

27 November 2009

To FDM Shareholders and, for information only, to holders of options under the FDM ShareSchemes

Dear Shareholder,

Recommended Cash Offer by Astra 5.0 Limited for FDM Group plc

1. Introduction

On 4 June 2009, FDM announced that it was in discussions with the Executive Management Team andIvan Martin which may or may not lead to an offer being made for FDM, and on 24 August 2009 FDMannounced that discussions with the Executive Management Team and Ivan Martin had continued andresulted in a revised proposal which may or may not lead to an offer being made.

Subsequently Karl Monaghan, the Independent Director for the purposes of the Offer, and the board ofAstra announced on 26 November 2009 that they had reached agreement on the terms of arecommended cash offer for the entire issued and to be issued share capital of FDM (save for theManagement FDM Shares and Management Option Shares which are to be acquired by Astra from theManagement Team under the terms of the Share Exchange Agreements).

The Offer will be made by Astra, a newly incorporated company which has been formed for the purposesof making the Offer and is ultimately controlled by investment partnerships advised by Inflexion.

In view of their arrangements with Astra, as described in paragraph 8 of Part II and in Part IV ofthis document, 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 ofinterest in relation to the Offer. A committee of the board of FDM comprising the IndependentDirector, Karl Monaghan, has therefore been established for the purposes of progressing the Offer,considering all matters relating to the Offer and making recommendations to FDM Shareholders inrelation to the Offer.

7

This letter sets out the background to the Offer and the reasons why the Independent Director considersthe terms of the Offer to be fair and reasonable and is recommending that FDM Shareholders accept itand that the Independent Shareholders vote in favour of the Resolution to be proposed at the GeneralMeeting. Full details of the Offer and the action you should take in order to accept it are set out in theletter from Ernst & Young set out in Part II of this document.

The Offer is conditional on, inter alia, the Independent Shareholders passing the Resolution to approve theproposed arrangements between the Management Team and Astra, as mentioned in paragraph 4 below.

2. The Offer

The Offer, which is subject to the conditions and further terms set out in this document and (in respectof FDM Shares held in certificated form) the Form of Acceptance, is made on the following basis:

for each FDM Share 141 pence in cash

The Offer, which is wholly in cash, values FDM’s entire issued and to be issued share capital atapproximately £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 businessday prior to the announcement by FDM that it had received an approach from the ExecutiveManagement Team and Ivan Martin regarding a possible offer for FDM; and

• 64.9 per cent. to the average Closing Price of 85.5 pence per FDM Share for the six month periodending on 3 June 2009.

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/orinterests of any nature whatsoever and together with all rights attaching to them, on or after theAnnouncement Date, including the right to receive and retain all dividends, interest and otherdistributions 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 andany FDM Shares which are unconditionally allotted or issued and fully paid (including pursuant to theexercise of options under the FDM Share Schemes), except those to be sold under the Share ExchangeAgreements, before the date on which the Offer closes (or such earlier date as Astra may, subject to theCity Code, decide, not being earlier than the date on which the Offer becomes unconditional as toacceptances).

3. Background to and reasons for the recommendation of the Offer

The Independent Director of FDM has considered the terms of the Offer made by Astra and believesthat 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 variedand complex reasons, failed to value the Company appropriately and for reasons set out below believesthat, 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 shareholding in FDMin 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 theinformation 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 considertheir individual circumstances carefully before deciding whether to accept the Offer.

25.1(a)

8

The economic and trading environment

The considerable economic turmoil of the last year has had a significant impact on the financialperformance of many businesses. FDM, whilst benefitting from strong customer relationships, has notbeen immune to this general downturn. The IT consulting and staffing sectors, which form the basis ofFDM’s operations, have been substantially affected and FDM has seen a softening in its income andmargins over recent months. This was referred to in the Trading Update released on 20 July 2009 whenit was stated that:

“…the Company has experienced pressures on freelance contractor rates and the buying patterns of ourinstitutional 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 inhouse “Mountie” resources and freelance contractors have shortened in comparison with theposition at 31 December 2008.

These changes in buying behaviour mean that visibility has reduced and predictability has become moredifficult…”.

FDM’s Interim Results, which were released on 18 August 2009, also highlighted the impact of therecession stating:

“We face a number of challenges in 2009, none more significant than changes in the buying behaviourof our clients. This means that visibility of future earnings has reduced and predictability has becomemore 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 inprevious years. Furthermore, whilst the Company has a partial hedge against weaker trading conditionsthrough the target-driven remuneration structure of many of its employees, the impact on futureperformance arising from morale issues associated with anticipated reduced bonus and commissionpayments 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. TheIndependent Director is conscious of the close working relationships of the Management Team andother key personnel and believes that the motivation and incentivisation of the Management Team is offundamental importance in driving operational performance.

It has become apparent during the Offer process that the Executive Management Team has not feltappropriately incentivised or rewarded for the relatively strong financial performance of FDM overrecent periods. The Independent Director believes that this has been one of the key factors in theExecutive Management Team’s decision to progress the Offer.

In light of this information, the Independent Director wrote to the Executive Management Teamoutlining possible new incentivisation structures, certain of which would have required the approval ofFDM Shareholders, as the basis to commence discussions on amendments to remuneration packagessuch that FDM might remain quoted on AIM. The Executive Management Team believed that suchproposals would prove difficult to implement and confirmed that it was its strong preference to progressthe Offer as opposed to amending incentivisation packages.

Offer Price

Discussions with the Executive Management Team and Ivan Martin regarding an Offer commenced ata price of 108.5 pence some significant time ago. Following discussions with the ExecutiveManagement Team and Ivan Martin, Inflexion and Astra’s advisers, the proposed offer price was raisedfirst to 120 pence as announced on 4 June 2009 and again to 135 pence as announced on 24 August2009. The Offer Price of 141 pence represents a premium of 42.4 per cent. to the prevailing share priceprior to the announcement of 4 June 2009 and a discount of only 9.1 per cent. to the all time high shareprice of 155 pence achieved for a three day period over two years ago.

9

Since the announcement on 4 June 2009, no other potential bidders have indicated an interest in makinga competing offer for FDM.

The Independent Director believes that FDM’s share price since its admission to AIM in April 2005 at78p per share has not reflected the significant growth in profitability delivered by the ManagementTeam since that time. Notwithstanding consistent profit growth since flotation, the FDM Share price hasbeen volatile, achieving an all time high of 155p on 12 July 2007 and reaching an all time low of 62pfrom 23 December 2008 to 5 January 2009.

The Independent Director believes the reasons for the dislocation between the Company’s share priceand 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 aresult, 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, whichhas 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 bysome investors as causing difficulties in a downturn; and

• the lack of trading liquidity in the Company’s shares, arising in part from the large shareholdingof founder shareholders no longer involved in the management of FDM, has made it challengingfor potential new investors to become shareholders and has deterred others. The average dailytrading volume in FDM Shares for the 12 month period ended on 25 November 2009 was14,050 shares, being 0.06 per cent. of the existing issued share capital.

In the opinion of the Independent Director, FDM Shareholders (especially those with significantholdings) should be mindful that, in the absence of an offer for the Company, there can be no guaranteethat they will be able to sell their entire shareholding in FDM in the market at a price of 141 pence orbetter in the short to medium term.

After having taken into account the factors set out above, the Independent Director recommends thatFDM Shareholders accept the Offer.

4. Management Arrangements

Astra has entered into arrangements with the Management Team which under the Code, the Panelrequires to be approved on a poll by an ordinary resolution of Independent Shareholders. The Offer isconditional, inter alia, on such approval being obtained. Accordingly, at the General Meeting theResolution 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 willnot be entitled to vote.

Further details of the Management Arrangements are set out in paragraph 8 of Part II and in Part IVof this document.

Brewin Dolphin considers the terms of the arrangements with the Management Team to be fairand reasonable so far as other FDM Shareholders are concerned.

Accordingly, the Independent Director recommends that Independent Shareholders vote in favour ofthe Resolution to be proposed at the General Meeting concerning the Management Arrangements, ashe himself has irrevocably undertaken to do in respect of his own beneficial holding of 15,000 FDMShares, representing 0.07 per cent. of the FDM Shares held by Independent Shareholders.

10

5. General Meeting

In accordance with the Code, the Panel requires the Management Arrangements to be approved byIndependent Shareholders by way of the Resolution, with voting to be on a poll.

Accordingly, a general meeting of FDM, notice of which is set out at the end of this document, is to beconvened for 11.00 a.m. on 15 December 2009 at the offices of Dechert LLP, 160 Queen Victoria Street,London EC4V 4QQ. The Resolution set out in the notice will be proposed to approve the ManagementArrangements. In accordance with the Code, none of the Management Team, nor any of their connectedparties will be entitled to vote on the Resolution. The Offer is conditional, inter alia, upon the passingof the Resolution by Independent Shareholders voting on a poll.

Enclosed with this document is a Form of Proxy for use at the General Meeting. The Form of Proxyshould be completed by Independent Shareholders only in accordance with the instructions printedthereon, and lodged with Neville Registrars as soon as possible and in any event no later than 11.00 a.m.on 13 December 2009.

Independent Shareholders should complete and return the Form of Proxy whether or not theyintend to attend the General Meeting. Completion and return of the Form of Proxy will notpreclude Independent Shareholders from attending the meeting and voting in person.

6. Directors, management and employees

Astra has given assurances to the Independent Director that, if the Offer is declared unconditional in allrespects, the existing employment rights, including pension rights of management and employees ofFDM will be fully safeguarded. Astra’s plans for FDM do not involve any material change in theconditions of employment of FDM’s employees nor are there currently any plans to change the principallocations of FDM’s business.

Karl Monaghan, the Independent Director, has agreed to resign subject to and with effect from the Offerbeing declared unconditional in all respects.

7. Current trading and prospects of FDM

In a trading statement made on 20 July 2009 the FDM Directors stated that FDM’s profit performancefor the six month period had been in line with their expectations despite difficult economic conditionsand pointed to delays in buying decisions and shorter contract periods for FDM’s Mounties as twodistinct trends resulting from the economic uncertainty.

On 18 August 2009, FDM announced its interim results for the six month period to 30 June 2009. Theinterim results showed gross profits up 6.5 per cent. to £6.9 million and profit before tax down7.7 per cent. to £2.2 million. In the Chairman and Chief Executive’s statement accompanying theinterim results, it was stated that profit before tax had been affected as a result of the costs related tothe transition of FDM’s London training operations into its modern office space.

The FDM Board also reported that FDM’s global service offering remained solid and that clientretention and new client wins during the period demonstrated that FDM’s Mountie based modelremained compelling for clients.

Since the announcement of interim results for the six months to 30 June 2009, FDM has continued totrade in line with the FDM Directors’ expectations.

8. Taxation

Your attention is drawn to paragraph 13 headed “United Kingdom Taxation” in the letter fromErnst & Young set out in Part II of this document. If you are in any doubt about your tax position,you should consult an appropriately qualified independent professional adviser immediately.

25.1(b)

11

9. FDM Share Schemes

The Offer extends to any FDM Shares unconditionally allotted or fully paid on the date of the Offer andany FDM Shares which are unconditionally allotted or issued fully paid (including pursuant to theexercise of options under the FDM Share Schemes) except those to be sold under the Share ExchangeAgreements before the date on which the Offer closes (or such other date as Astra may, subject to theCity Code, decide, not being earlier than the date on which the Offer becomes unconditional asto acceptances).

Participants in any FDM Share Schemes will be contacted regarding the effect of the Offer on theirrights under those schemes and appropriate proposals will be made to such participants.

10. Inducement Fee Agreement and Non-Solicitation Agreement

FDM has entered into a non-solicitation agreement with Astra under which FDM has given certainundertakings to Astra, including an undertaking that it will not directly or indirectly solicit or initiatethe submission of any proposal or offer from any other person relating to a possible offer for FDM orany 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 and24 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 theIndependent Director, or which subsequently becomes or is declared unconditional in all respectsor completes (as relevant);

• the Independent Director withdraws or alters his recommendation of the Offer;

• the FDM takes or omits to take any action which prevents a condition to the Offer from beingfulfilled, and as a result the Offer lapses or fails to become unconditional or declaredunconditional in all respects;

• the Offer lapses or is withdrawn in accordance with its terms as a result of the non-fulfilment ofthe acceptance condition; or

• any resolution which is necessary to be passed at a general meeting of FDM to enable the Offerto be implemented is not passed by the requisite majority of FDM Shareholders.

11. Compulsory acquisition, cancellation of admission to trading on AIM and re-registration

Your attention is drawn to paragraph 11 of the letter from Ernst & Young in Part II of this document inrelation to Astra’s intentions with regard to the exercise of rights to acquire compulsorily any remainingFDM Shares not acquired under the Offer or the Share Exchange Agreements, the cancellation ofadmission to trading on AIM and the re-registration of FDM as a private company under the relevantprovisions of the Companies Act 2006 in the event that the Offer becomes or is declared unconditionalin all respects.

12. Action to be taken to accept the Offer

The procedure for acceptance of the Offer is set out in paragraph 14 of the letter from Ernst & Youngin Part II of this document and also (in respect of shares held in certificated form) in the accompanyingForm of Acceptance.

If you require further assistance on how to complete the Form of Acceptance or how to make anElectronic Acceptance, please contact Neville Registrars by telephoning 0121 585 1131 or, iftelephoning from outside the UK,+ 44 121 585 1131.

12

If you are in any doubt about the Offer or the action you should take, you are recommended immediatelyto seek your own financial advice from a stockbroker, bank manager, solicitor, accountant or otherindependent financial adviser duly authorised under the Financial Services and Markets Act 2000 or, inthe case of FDM Shareholders who are not resident in the UK, from another appropriately authorisedfinancial adviser.

13. Recommendation

The Independent Director, who has been so advised by Brewin Dolphin, considers the terms of theOffer to be fair and reasonable. In providing its advice to the Independent Director, BrewinDolphin has taken into account the commercial assessments of the Independent Director.

Accordingly, for the reasons set out in paragraph 3 above, the Independent Director recommendsthat FDM Shareholders accept the Offer and that Independent Shareholders vote in favour of theResolution, as he himself has irrevocably undertaken to do in respect of his entire beneficialholding of 15,000 FDM Shares, representing approximately 0.06 per cent. of the entire issuedshare capital of FDM.

Yours sincerely,

Karl MonaghanIndependent Director

25.1(a)3.1

13

PART II

LETTER FROM ERNST & YOUNG LLP

1 More London PlaceLondon

SE1 2AF

27 November 2009

To FDM Shareholders and, for information only, to holders of options under FDM Share Schemes

Dear Shareholder,

Recommended Cash Offer by Astra 5.0 Limited for FDM Group plc

1. Introduction

On 4 June 2009, FDM announced that it was in discussions with the Executive Management Team andIvan Martin which may or may not lead to an offer being made for FDM, and on 24 August 2009 FDMannounced that discussions with the Executive Management Team and Ivan Martin had continued andresulted in a revised proposal which may or may not lead to an offer being made.

Subsequently Karl Monaghan, the Independent Director for the purposes of the Offer, and board of Astraannounced on 26 November 2009 that they had reached agreement on the terms of a recommended cashoffer for the entire issued and to be issued share capital of FDM (save for the Management FDM Sharesand Management Option Shares which are to be acquired by Astra from the Management Team under theterms of the Share Exchange Agreements).

The Offer will be made by Astra, a newly incorporated company which has been formed for the purposesof making the Offer and is ultimately controlled by investment partnerships advised by Inflexion.

In view of their arrangements with Astra, as described in paragraph 4 of the letter from the IndependentDirector set out in Part I of this document, each of Rod Flavell, Sheila Flavell, Ivan Martin,David Templeman and Andrew Brown (being directors of FDM and members of the ManagementTeam) are regarded as having a conflict of interest in relation to the Offer. A committee of the board ofFDM comprising the Independent Director, Karl Monaghan, has therefore been established for thepurposes of progressing the Offer, considering all matters relating to the Offer and makingrecommendations to FDM Shareholders in relation to the Offer.

This letter contains the terms of the formal Offer by Astra and the procedure for acceptance.

Your attention is drawn to the letter of recommendation from the Independent Director in Part I of thisdocument, which sets out the reasons why the Independent Director, who has been so advised byBrewin Dolphin, considers the terms of the Offer to be fair and recommends that all FDM Shareholdersaccept the Offer and that Independent Shareholders vote in favour of the Resolution, as he hasirrevocably undertaken to do in relation to his own entire beneficial holding of FDM Shares.

Please read this letter carefully and, in particular, paragraph 14 below which sets out theprocedures for acceptance of the Offer. Your attention is drawn to, in particular, the conditionsand further terms of the Offer set out in Part III of this document and, if you hold FDM sharesin certificated form, in the Form of Acceptance. Your attention is also drawn to the informationon Inflexion, Astra Topco and Astra contained in Part IV, on FDM contained in Part V and theadditional information contained in Part VI of this document.

24.2(d)(ii)

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The UK firm Ernst & Young LLP is a limited liability partnership registered in England and Wales with registered number OC300001 and is a member firm of Ernst & Young Global Limited. A list of members’ names is available for inspection at 1 More London Place, London SE1 2AF, the firm’s principal place of business and registered office.

2. The Offer

Astra hereby offers to acquire, subject to the conditions and certain further terms set out in Part III ofthis document and also (in respect of FDM Shares held in certificated form) in the Form of Acceptance,all of the FDM Shares subject to the Offer on the following basis:

for each FDM Share 141 pence in cash

The Offer, which is wholly in cash, values FDM’s entire issued and to be issued share capital atapproximately £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 businessday prior to the announcement by FDM that it had received an approach from the ExecutiveManagement 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 periodending 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 forcash on the balance sheet as at 30 June 2009, which equates to 40.7 pence per FDM Share. Thecash adjusted Offer Price is 100.3 pence (being 141.0 pence less 40.7 pence). The cash adjustedClosing Price on 3 June 2009 is 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/orinterests of any nature whatsoever and together with all rights attaching to them, on or after theAnnouncement Date, including the right to receive and retain all dividends, interest and otherdistributions declared, paid or made on or after the Announcement Date.

The Offer extends to all FDM Shares unconditionally allotted or issued and fully paid on the date of theOffer and any FDM Shares which are unconditionally allotted or issued and fully paid (includingpursuant to the exercise of options under the FDM Share Schemes) except those to be sold under theShare Exchange Agreements before the date on which the Offer closes (or such earlier date as Astramay, subject to the City Code decide, not being earlier than the date on which the Offer becomesunconditional as to acceptances).

The Offer is conditional, inter alia, upon valid acceptances being received by no later than 1.00 p.m. on18 December 2009 (or such later date as Astra may, subject to the Code, decide) in respect of not lessthan 90 per cent. (or such lesser percentage as Astra may, subject to the Code, decide) of the FDMShares to which the Offer relates as set out in paragraph 1 of Part III of this document.

3. Irrevocable undertakings, letter of intent and the Share Exchange Agreements

Under the Share Exchange Agreements, the Management Team have agreed, conditional on the Offerbecoming or being declared wholly unconditional, to sell to Astra (i) the Management FDM Sharesamounting to, in aggregate, 1,565,946 FDM Shares, representing approximately 6.74 per cent. of theexisting issued share capital of FDM and (ii) the Management Option Shares, amounting to, inaggregate, 189,750 FDM Shares which certain members of the Management Team will acquire whenthey 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 totalof 780,142 FDM Shares (such FDM Shares being, together with the FDM Shares which he has agreedto sell pursuant to the Share Exchange Agreement, his entire legal and beneficial holding of FDMShares).

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In addition, Astra has received irrevocable undertakings to accept the Offer and vote in favour of theResolution or to procure that any other person accepts the Offer and votes in favour of the Resolution fromthe 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”) inrespect 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 1,200,000FDM Shares.

In addition, Astra has received a non-binding letter of intent from Henderson Global Investors Limitedto 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 toprocure that any other person accepts the Offer, and has an agreement to acquire FDM Sharesunder the Share Exchange Agreements, in respect of a total of 12,436,221 FDM Shares(excluding Management Option Shares), representing approximately 53.56 per cent. of theexisting issued share capital of FDM; and

• received irrevocable undertakings and a non-binding letter of intent to vote in favour of theResolution or to procure that any other person votes in favour of the Resolution in respect of a totalof 10,090,133 FDM Shares representing approximately 48.54 per cent. of the FDM Shares held byIndependent Shareholders.

The irrevocable undertakings referred to above from Brian Divett, Gwenda Divett, JacquelineMosseri-Marlio, Julian Divett and Paloma Trading Inc. will cease to be binding if (i) a competing offeris announced (in accordance with Rule 2.5 of the Code) to acquire the issued share capital of FDM atan offer price of higher than 135 pence per FDM Share, or (ii) the Independent Director changes oramends his recommendation of the Offer.

The irrevocable undertakings referred to above from AXA and Hargreave Hale will cease to be bindingif a competing offer is announced (in accordance with Rule 2.5 of the Code) to acquire the issued sharecapital of FDM at an offer price which represents a value of not less than the sum of 110 per cent. ofthe value of the Offer Price under the Offer.

The other irrevocable undertakings referred to above will not lapse in the event of receipt by theCompany of a higher competing offer.

Further details of these irrevocable undertakings are set out in paragraph 5 of Part VI of this document.

4. Background to and reasons for the Offer

Despite the relatively strong financial performance of FDM in recent periods, its shares have sufferedfrom limited liquidity and low valuations as described elsewhere in this document. In addition, the costsof being a public company are significant in both financial terms and the amount of management timeconsumed by the reporting cycle and investor relations. As a result, the Management Team believe thatthe benefits of being a public company are outweighed by these considerable costs.

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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 programmewill 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 furtherdiversify the IT services offered.

Given the considerable uncertainties caused by the current market conditions and those inherent in newservice development and geographical expansion, both in terms of timing and success, as well as thelevel of investment required both in terms of capital and management time, Inflexion and theManagement Team believe that FDM would be better positioned to pursue this strategy as aprivate company.

5. Information on Inflexion, Astra Topco and Astra

Inflexion

Inflexion is an independent private equity firm, investing in small-mid market growth businesses. It hasconsiderable experience in helping grow and professionalise businesses and the key investmentexecutives 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 LimitedPartnership and the Inflexion Co-Investment Limited Partnership, further details of which are set out inPart IV of this document.

Astra and Astra Topco

Astra is a newly incorporated company which is ultimately controlled by investment partnershipsadvised by Inflexion for the purposes of making the Offer. Astra is a wholly owned subsidiary of AstraTopco 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 anyobligations other than in connection with the Offer and the financing of the Offer.

The current directors of both Astra and Astra Topco are John Hartz and Richard Swann, both of whom areappointees of Inflexion. Further details on Astra Topco and Astra are set out in Part IV of this document.

6. Information on FDM

FDM is an international IT services company with sales offices in London, New York, Frankfurt, Zurichand Luxembourg and which specialises in the provision of outsourced IT solutions predominantly tolarge blue chip organisations. As at 31 October 2009, the business employed 322 full timeIT consultants (known as Mounties) and had a further 131 in training at its Brighton, London andManchester training academies specialising in application development (java and .net), support, projectmanagement and testing. FDM also operates an IT staffing business which had 340 contractors onassignment as at 31 October 2009.

For the year ended 31 December 2008, FDM recorded sales of £52.2 million (2007: £49.8 million) and grossprofit 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) andgross profit increased 6.5 per cent. to £6.9 million (2008: £6.5 million). Operating margin fell to8.6 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.

24.2(a)(x)

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7. Financing of the Offer

The consideration payable under the Offer will be financed through a combination of equity and debtfinancing provided by the Inflexion Funds and, subject to the consent of Ernst & Young and to theprovisions 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 bridgefacility 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 andShare 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 financingrequires that Astra will not waive, amend or vary or declare or treat as satisfied any condition of the Offerwhere such waiver, amendment or variation is material (unless it is required by the Code or the Panel).

The facility agreement under which Investec has agreed to provide up to £35.7 million of short termdebt financing requires that Astra will not waive, amend or vary or declare or treat as satisfied anycondition of the Offer where such waiver, amendment or variation is material (unless it is required bythe Code or the Panel). Further details on the financing of the Offer are set out in Part IV of thisdocument. The amount of the Investec facility will be reduced by the amount drawn down from HSBC.

Further details on the financing of the Offer are set out in Part IV of this document.

As required by the Code, Ernst & Young, as financial adviser to Astra, has confirmed that it is satisfiedthat sufficient resources are available to Astra to satisfy in full the cash consideration payable to FDMShareholders under the terms of the Offer.

8. Management Arrangements

The Astra Board believes that the ongoing participation of the Management Team in the continuedgrowth of FDM Group is very important due to their success in building the business to date and theirstrong relationships with key customers and suppliers. In this regard, it is a requirement of Inflexion thatthe Management Team invest a significant financial stake in Astra to commit them to the delivery ofpotential future growth.

It should be noted that the Management Team will not receive a return on their investment in Astra andAstra Topco described below unless, in aggregate, priority funding of approximately £23.7 millionprovided 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 willbe appropriately rewarded, but should FDM’s business not perform in the future there are equallysignificant risks that the Management Team will receive no return at all on their investment ofapproximately £3.42 million.

Astra has entered into arrangements with the Management Team under which the Management Teamwill, in aggregate, through a rollover of their Management FDM Shares and Management OptionShares, additional cash investment or a mixture of the two, invest in Astra an amount equal toapproximately £3.42 million. It is proposed that the Management Team’s investment will be structuredin such a way so as to procure that:

(i) the Management Team hold approximately 41.5 per cent. of the ordinary share capital in AstraTopco, being an amount equal to approximately £0.47 million;

(ii) the Management Team hold approximately 24.14 per cent. of the loan notes to be issued by Astra,being an amount equal to approximately £2.95 million;

(iii) the Executive Management Team’s and Ivan Martin’s share of Astra Topco’s ordinary share capitalwill be reduced if acquisition finance is not obtained within 25 weeks of completion of theinvestment in Astra Topco, to pay down certain of the loan notes held by Inflexion. In suchcircumstances, the Executive Management Team’s and Ivan Martin’s share of Astra’s equity sharecapital will be reduced by a maximum of 5 per cent. under this mechanism; and

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(iv) the Executive Management Team’s share of the equity value on a disposal of all or substantiallyall of Astra will be increased by up to a further 5 per cent. of incremental proceeds above anagreed hurdle level return for Inflexion.

The Management Team will not be entitled to any enhanced share distributions, dividends or otherproceeds or return of capital in relation to their entire holding of shares in Astra until the disposal of allor substantially all of Astra.

It is the intention that the Management Team will remain in place to operate the business following theOffer. The Executive Management Team will enter into amended service contracts with Astra, so that inthe event that certain performance criteria are met, each of the Executive Management Team will beentitled 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 ona poll by an ordinary resolution of Independent Shareholders and the Offer is conditional, inter alia, onsuch approval being obtained. Accordingly, at the General Meeting the Resolution will be proposed toapprove the arrangements between Astra and the Management Team. Voting on the Resolution will beon 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 are set out in Part IV ofthis document.

Brewin Dolphin considers the terms of the arrangements with the Management Team to be fairand reasonable so far as other FDM Shareholders are concerned.

Accordingly, the Independent Director recommends that Independent Shareholders vote in favour ofthe Resolution to be proposed at the General Meeting concerning the Management Arrangements, ashe himself has irrevocably undertaken to do in respect of his own beneficial holding of 15,000 FDMShares, representing 0.07 per cent. of the FDM Shares held by Independent Shareholders.

9. Management and Employees

Astra recognises the skills, technical ability and experience of existing management and employees ofFDM. Astra has given assurances to the Independent Director that, if the Offer is declared unconditionalin all respects, the existing employment rights, including pension rights of management and employeesof FDM will be fully safeguarded. Astra’s plans for FDM do not involve any material change in theconditions of employment of FDM’s employees nor are there currently any plans to change the principallocations of FDM’s business.

Karl Monaghan, the Independent Director, has agreed to resign subject to and with effect from the Offerbeing declared unconditional in all respects.

10. FDM Share Schemes

The Offer extends to all FDM Shares unconditionally allotted or fully paid on the date of the Offer andany FDM Shares which are unconditionally allotted or issued and fully paid (including pursuant to theexercise of options under the FDM Share Schemes) except those to be sold under the Share ExchangeAgreements before the date on which the Offer closes (or such earlier date as Astra may, subject to theCity Code, decide, not being earlier than the date on which the Offer becomes unconditional asto acceptances).

Participants in any FDM Share Schemes will be contacted regarding the effect of the Offer on theirrights under those schemes and appropriate proposals will be made to such participants.

11. Compulsory acquisition, cancellation of admission to trading on AIM and re-registration

Following the Offer becoming or being declared unconditional in all respects, Astra intends, as soon aspracticable and in accordance with the AIM Rules, to procure the making of an application by FDM tothe London Stock Exchange for the cancellation of the admission to trading of FDM Shares on AIMand also intends that FDM will be re-registered as a private company. It is anticipated that such

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cancellation of admission to trading will take effect no earlier than twenty business days after the dateon which the Offer becomes or is declared unconditional in all respects. The cancellation of admissionof FDM Shares to trading on AIM will significantly reduce the liquidity and marketability of any FDMShares not assented to the Offer and their value may be affected in consequence.

If Astra receives acceptances under the Offer in respect of, and/or otherwise acquires not less than90 per cent. of the FDM Shares to which the Offer relates and not less than 90 per cent. of the votingrights carried by those shares and assuming that all of the other conditions of the Offer have beensatisfied or waived (if capable of being waived), Astra intends to exercise its rights pursuant to theprovisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily the remainingFDM Shares on the same terms as the Offer.

12. Overseas Shareholders

The availability of the Offer to persons not resident in the United Kingdom may be affected by thelaws of the relevant jurisdiction in which they are located. Persons who are subject to the laws of anyjurisdiction other than the United Kingdom should inform themselves about, and observe, anyapplicable requirements. If you are in any doubt about your position, you should consult anappropriately authorised independent professional adviser in the relevant jurisdiction without delay.

The Offer referred to in this document and the accompanying documents is not being made, directly orindirectly, in, into or by use of the mails of, or by any means or instrumentality (including, withoutlimitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of anational securities exchange of, the United States, Canada, Australia, Japan or any other jurisdiction ifto do so would constitute a violation of the relevant laws of such jurisdiction. This document does notconstitute an offer in the United States, Canada, Australia, Japan or any such jurisdiction and the Offerwill not be capable of acceptance by any such use, means, instrumentality or facilities or otherwise fromor within the United States, Canada, Australia, Japan or any other such jurisdiction. Accordingly, neitherthis document nor the accompanying document are being, nor should be, mailed, transmitted orotherwise distributed, in whole or in part, in or into or from the United States, Canada, Australia, Japanor any other such jurisdiction. Doing so may render invalid any purported acceptance of the Offer.

All Overseas Shareholders and/or FDM Shareholders (including, without limitation, nominees,trustees or custodians) who intend to forward this document and the accompanying document toany jurisdiction outside the United Kingdom should read paragraph 6 of Section B of Part III ofthis document and seek appropriate advice before taking any action.

Accepting FDM Shareholders who hold their shares in certificated form and who are unable to give therepresentations and warranties set out in paragraph 3 of Section C of Part III of this document andwho put “No” in Box 5 of the Form of Acceptance and FDM Shareholders who hold their shares inuncertificated form and who are unable to give the representations and warranties set out inparagraph 3 of Section D of Part III of this document will subject to paragraph 6(h) of Section Bof Part III and be deemed not have validly accepted the Offer.

13. United Kingdom Taxation

The following paragraphs, which are intended as a general guide only, are based on theUK legislation in force and what is understood to be HM Revenue & Customs practice as at thePrinting Date, all of which is subject to change, possibly with retrospective effect. They summarisecertain limited aspects of the UK taxation consequences of acceptance of the Offer, and relate onlyto the position of FDM Shareholders who hold their FDM Shares beneficially as an investment(other than under a personal equity plan or an individual savings account) who are resident and,in the case of individuals, ordinarily resident and domiciled in the UK for taxation purposes at allrelevant times, and who have not (and are not deemed to have) acquired their FDM Shares byvirtue of an office or employment. Further, the comments in the following paragraphs may notapply to certain classes of FDM Shareholders such as collective investment schemes and insurancecompanies. For the avoidance of doubt, the comments in the following paragraphs do not apply toany intermediate holding vehicles such as trusts, pensions etc.

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If you are in any doubt as to your taxation position, or if you are subject to taxation inany jurisdiction other than the UK, you should consult an appropriate professional adviserwithout delay.

(a) Taxation of chargeable gains

Liability to United Kingdom taxation of chargeable gains will depend on the individualcircumstances of FDM Shareholders.

The receipt by a FDM Shareholder of cash under the Offer in exchange for the transfer of hisFDM Shares will constitute a disposal or part disposal of his FDM Shares for the purposes ofUnited Kingdom taxation of chargeable gains. Such a disposal or part disposal may, dependingon his personal circumstances (including the availability of exemptions, reliefs, allowances and/orallowable losses), give rise to a liability to UK taxation on chargeable gains.

For individual shareholders the capital gains annual exemption (which is £10,100 for 2009/2010)will be available to offset any chargeable gain (to the extent it has not already been utilised).

For FDM Shareholders within the charge to UK corporation tax but which do not qualify forsubstantial shareholdings exemption in respect of their FDM Shares, indexation allowance will beavailable in respect of the full period of ownership of the FDM Shares to reduce any chargeablegain arising.

(b) Stamp duty and stamp duty reserve tax

No UK stamp duty or stamp duty reserve tax will generally be payable by FDM Shareholders asa result of the Offer.

(c) Other tax matters

Special tax positions may apply to FDM Shareholders who have acquired or agreed to acquiretheir FDM Shares by exercising options or other rights, or on the vesting of rights, under the FDMShare Schemes including provisions imposing a charge to income tax when such an option isexercised or right vests.

14. Procedures for acceptance of the Offer

This section should be read in conjunction with Part III of this document and, in respect of FDM Sharesheld in certificated form, the notes on the accompanying Form of Acceptance.

Holders of FDM Shares in certificated form (that is, not in CREST) may only accept the Offer inrespect of such shares by completing, signing and returning a Form of Acceptance in accordance withthe procedure set out in sub-paragraph (a) below and in accordance with the instructions printed onthe Form of Acceptance. If you hold FDM Shares in certificated form but under different designations,you should complete a separate Form of Acceptance in respect of each designation. Additional Formsof Acceptance can be obtained from Neville Registrars, Neville House, 18 Laurel Lane, Halesowen,West Midlands B63 3DA telephone number 0121 585 1131 or, if telephoning from outside theUK, + 44 121 585 1131.

Holders of FDM Shares in uncertificated form (that is, in CREST) may only accept the Offer inrespect of such shares by TTE instruction in accordance with the procedure set out in sub-paragraph(b) below. If you hold FDM Shares in uncertificated form under different member account IDs, youshould send, or procure to be sent, a separate TTE instruction for each member account ID.

You should note that, if you hold FDM Shares in both certificated and uncertificated form, you shouldcomplete a Form of Acceptance for the shares held in certificated form in accordance withsub-paragraph (a) below and the shares held in uncertificated form should be dealt with in accordancewith sub-paragraph (b) below.

If your FDM Shares are in the course of being converted from uncertificated to certificated form, orfrom certificated to uncertificated form, please refer to sub-paragraph (d) below.

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(a) FDM Shares in certificated form (that is, not in CREST)

If all your FDM Shares are in uncertificated form (that is, in CREST), you need not readthis sub-paragraph (a).

To accept the Offer in respect of FDM Shares in certificated form you must complete, signand return the Form of Acceptance in accordance with these instructions and theinstructions printed on the Form of Acceptance which form part of the terms of the Offer.Your attention is also drawn to Section C of Part III of this document.

(i) To accept the Offer

To accept the Offer in respect of some or all of your FDM Shares, complete Boxes 1 and3 and sign Box 2 of the accompanying Form of Acceptance in the presence of a witness,who should also sign in accordance with the instructions printed on the Form ofAcceptance. Any FDM Shareholder which is a company should execute the Form ofAcceptance in accordance with the instructions printed on it.

Your attention is also drawn to Boxes 4 and 5 of the Form of Acceptance.

(ii) Return of Form of Acceptance

To accept the Offer, the Form of Acceptance must be completed, signed and returnedtogether with the relevant share certificate(s) or other documents of title.

The completed and signed Form of Acceptance, together with your share certificate(s)for your FDM Shares and/or other document(s) of title, should be sent by post ordelivered by hand (during normal business hours only) to Neville Registrars, NevilleHouse, 18 Laurel Lane, Halesowen, West Midlands B63 3DA, as soon as possible but,in any event, so as to be received by no later than 1.00 p.m. on 18 December 2009.

A first class reply-paid envelope is enclosed for your convenience for documents lodged bypost from within the United Kingdom. No acknowledgement of receipt of documents willbe given.

A Form of Acceptance contained in an envelope postmarked in, or otherwise appearing toAstra or its agents to have been sent from, the United States, Canada, Australia, Japan orany other jurisdiction whose laws may be violated or affected by such acceptance will notconstitute a valid acceptance of the Offer. For further information see paragraph 12 of thisletter, paragraph 6 of Section B of Part III of this document and the relevant provisionsof the Form of Acceptance.

(iii) Share certificates not readily available or lost

If your share certificate(s) and/or other document(s) of title is/are not readily available oris/are lost, the Form of Acceptance should nevertheless be completed, signed and returnedas stated above so as to arrive no later than 1.00 p.m. on 18 December 2009, together withany share certificate(s) and/or other document(s) of title that you may have available,accompanied by a letter stating that the balance will follow or that you have lost one ormore of your share certificate(s) and/or other document(s) of title. You should then arrangefor the relevant share certificate(s) and/or other document(s) of title to be forwarded assoon as possible afterwards. No acknowledgement of receipt of documents will be given.

If you have lost your share certificate(s) and/or other document(s) of title, you should writeas soon as possible to FDM’s Registrars, Neville Registrars, Neville House, 18 Laurel Lane,Halesowen, West Midlands B63 3DA asking for a letter of indemnity in respect of lostshare certificate(s) and/or other document(s) of title which, when completed in accordancewith the instructions given, should be returned to Neville Registrars, in the manner referredto in sub-paragraph (a)(ii) above.

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(b) FDM Shares in uncertificated form (that is, in CREST)

If all your FDM Shares are in certificated form (that is, not in CREST), you need not readthis sub-paragraph (b).

To accept the Offer in respect of FDM Shares in certificated form you should take (orprocure the taking of) the actions set out below to transfer the FDM Shares in respect ofwhich you wish to accept the Offer to the appropriate escrow balance(s), specifying NevilleRegistrars, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA (in itscapacity as a CREST participant under the Escrow Agent’s participant ID referred tobelow) as the Escrow Agent, as soon as possible and in any event so that the TTE instructionsettles no later than 1.00 p.m. on 18 December 2009.

Note that settlement cannot take place on weekends or bank holidays (or other times at which theCREST system is non-operational). You should therefore ensure you time the input of any TTEinstructions accordingly.

The input and settlement of a TTE instruction in accordance with this sub-paragraph (b) will(subject to satisfying the requirements set out in Sections B and D of Part III of this document)constitute an acceptance of the Offer in respect of the number of FDM Shares so transferredto escrow.

If you are a CREST sponsored member, you should refer to your CREST sponsor beforetaking any action. Only your CREST sponsor will be able to send the TTE Instruction toEuroclear in relation to your FDM Shares.

You are recommended to refer to the CREST Manual for further information on the CRESTprocedures outlined above.

You should note that Euroclear does not make available special procedures in CREST, forany particular corporate action. Normal system timings and limitations will therefore applyin connection with a TTE instruction and its settlement.You should therefore ensure that allnecessary action is taken by you (or by your CREST sponsor) to enable a TTE instructionrelating to your FDM Shares to settle prior to 1.00 p.m. on 18 December 2009. In thisconnection you are referred in particular to those sections of the CREST Manualconcerning practical limitations of the CREST system and timings.

To accept the Offer

To accept the Offer in respect of FDM Shares in uncertificated form you should send (or if youare a CREST sponsored member, procure that your CREST sponsor sends) a TTE instruction toEuroclear which must be properly authenticated in accordance with Euroclear’s specifications andwhich must contain, in addition to the other information that is required for a TTE instruction tosettle in CREST, the following details:

• the ISIN number for the FDM Shares. This is GB00B06HK710;

• the number of FDM Shares in uncertificated form in respect of which you wish to acceptthe Offer and which are to be transferred to an escrow balance;

• your member account ID;

• your participant ID;

• the participant ID of the Escrow Agent, namely Neville Registrars in its capacity as aCREST receiving agent. This is 7RAII;

• the member account ID of the Escrow Agent for the Offer. This is FDMGROUP;

• the intended settlement date. This should be as soon as possible and in any event no laterthan 1.00 p.m. on 18 December 2009; and

23

• the corporate action number for the Offer. This is allocated by Euroclear and can be foundby viewing the relevant corporate action details in CREST.

This should have a priority sufficiently high to ensure timely settlement of message (80 or moreis recommended).

After settlement of the TTE instruction, you will not be able to access the FDM Shares concernedin CREST for any transaction or charging purposes. If the Offer becomes or is declared whollyunconditional, Neville Registrars will transfer the FDM Shares concerned to itself in accordancewith paragraph 5 of Section D of Part III of this document.

(c) General

Astra will make an appropriate announcement if any of the details contained in sub-paragraph (b)alter for any reason.

(d) Deposits of FDM Shares into, and withdrawals of FDM Shares from, CREST

Normal CREST procedures (including timings) apply in relation to any FDM Shares that are, orare to be, converted from uncertificated to certificated form, or from certificated to uncertificatedform, during the course of the Offer (whether any such conversion arises as a result of a transferof FDM Shares or otherwise). FDM Shareholders who are proposing to convert any such sharesare recommended to ensure that the conversion procedures are implemented in sufficient time toenable the person holding or acquiring the FDM Shares as a result of the conversion to take allnecessary steps in connection with an acceptance of the Offer (in particular, as regards deliveryof share certificate(s) and/or other document(s) of title or transfers to an escrow balance asdescribed above) as soon as possible and in any event prior to 1.00 p.m. on 18 December 2009.

(e) Validity of acceptances

Subject to the provisions of the Code and without prejudice to Sections B and C of Part III ofthis document, Astra reserves the right to treat as valid any acceptance of the Offer in respect ofFDM Shares held in certificated form which is not entirely in order or which is not accompaniedby the relevant share certificate(s) and/or other document(s) of title. In that event, noconsideration due to FDM Shareholders under the Offer will be distributed until after the relevantshare certificate(s) and/or other document(s) of title or indemnities satisfactory to Astra or itsagents have been received.

A Form of Acceptance which is received in respect of FDM Shares held in uncertificated formwill not constitute a valid acceptance and will be disregarded. Holders of FDM Shares inuncertificated form who wish to accept the Offer should note that a TTE instruction will only bea valid acceptance of the Offer as at the relevant closing date if it has settled on or before thatdate.

If you are in any doubt as to the procedure for acceptance, please contact Neville Registrars,by telephone on 0121 585 1131 or, if telephoning from outside the UK, +44 121 585 1131between 9.00 a.m. and 5.00 p.m. Monday to Friday. Please note that, for legal reasons, thehelpline cannot provide advice on the merits of the proposals or give any financial advice.

You are reminded that, if you are a CREST sponsored member, you should contact yourCREST sponsor before taking any action.

15. Settlement

Subject to the Offer becoming or being declared wholly unconditional (except as provided inparagraph 6 of Section B of Part III of this document in the case of FDM Shareholders who are notresident in the UK), settlement of the consideration to which any FDM Shareholder is entitled under theOffer will be despatched to validly accepting FDM Shareholders (i) in the case of acceptances received,valid and complete in all respects, by the date on which the Offer becomes or is declared wholly

24.2(d)(v)31.8

24

unconditional, within 14 days of the later of such date and 18 December 2009; or (ii) in the case ofacceptances received, valid and complete in all respects, after such date but while the Offer remainsopen for acceptance, within 14 days of such receipt, in the following manner:

(a) Cash

(i) FDM Shares in certificated form (that is, not in CREST)

Where an acceptance relates to FDM Shares in certificated form, settlement of any cashconsideration to which the accepting FDM Shareholder is entitled will be despatched byfirst class post (or by such other method as the Panel may approve) to accepting FDMShareholders or their appointed agents but not in, into or from the United States, Canada,Australia, Japan or any other jurisdiction where to do so would or may, in the belief of Astraor its agents, violate the rules of that jurisdiction. All such cash payments will be made inpounds sterling by cheque drawn on a branch of a UK clearing bank.

(ii) FDM Shares in uncertificated form (that is, in CREST)

Where an acceptance relates to FDM Shares in uncertificated form, settlement of any cashconsideration to which the accepting FDM Shareholder is entitled will be paid by means ofa CREST payment in favour of the accepting FDM Shareholder in respect of the cashconsideration due, in accordance with the CREST payment arrangements. Astra reservesthe right to settle all or any part of the consideration referred to in this sub-paragraph(a)(ii), for all or any accepting FDM Shareholder(s), in the manner referred to insub-paragraph (a)(i) above, if for any reason it wishes to do so.

(b) Lapsing of the Offer

If the Offer does not become or is not declared wholly unconditional and lapses:

(i) completed Forms of Acceptance, share certificate(s) and/or other document(s) of title willbe returned by post (or by such other methods as the Panel may approve) as soon aspracticable (and, in any event, within 14 days of the Offer lapsing), at the risk of the FDMShareholder concerned, to the person or agent whose name and address is set out in Box 3or 4 of the Form of Acceptance, or, if none is set out, to the first named holder at his or herregistered address (in all cases outside the United States, Canada, Australia, Japan, or anyother jurisdiction whose rules would or may, in the belief of Astra or its agents, be violatedby such posting) and

(ii) Neville Registrars, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DAwill, immediately after the lapsing of the Offer (or within such longer period, not exceeding14 days of the Offer lapsing, as the Panel may approve), give TFE instructions to Euroclearto transfer all FDM Shares held in escrow balances, and in relation to which it is the EscrowAgent for the purposes of the Offer, to the original available balances of the FDMShareholders concerned.

All documents and remittances sent by, to or from FDM Shareholders or their appointed agentswill be sent at their own risk.

16. Further information

The Offer will remain open for acceptance until 1.00 p.m. on 18 December 2009 or such latertime(s) and/or date(s) as Astra may decide in accordance with the provisions contained in paragraph 1of Section B of Part III of this document.

Your attention is drawn to Parts III to VII which form part of this document and (if you hold yourFDM Shares in certificated form) to the accompanying Form of Acceptance.

31.1

31.10

25

17. Action to be taken

If you hold your FDM Shares in certificated form (that is, not in CREST), you are urged tocomplete, sign and return the Form of Acceptance by post or (during normal business hours only)by hand to Neville Registrars, Neville House, 18 Laurel Lane, Halesowen, West MidlandsB63 3DA, as soon as possible but, in any event, so as to be received by no later than 1.00 p.m. on18 December 2009. Your share certificate(s) should be enclosed with your completed Form ofAcceptance. A first class reply-paid envelope is enclosed for your convenience if you are postingyour documents in the UK.

If you hold your FDM Shares in uncertificated form (that is, in CREST), you should follow theprocedure set out in paragraph 14(b) of this letter and ensure that an Electronic Acceptance ismade by you or on your behalf and has settled no later than 1.00 p.m. on 18 December 2009.

Independent Shareholders should also complete the enclosed Form of Proxy for use at the GeneralMeeting to be held at 11.00 a.m. on 15 December 2009 at the offices of Dechert LLP, 160 QueenVictoria Street, London EC4V 4QQ. The Offer is conditional, inter alia, on the Resolution being dulypassed. The Form of Proxy should be completed by Independent Shareholders only in accordance withthe instructions printed thereon, and lodged with Neville Registrars as soon as possible and in any eventno later than 11.00 a.m. on 13 December 2009.

Independent Shareholders should complete and return the Form of Proxy whether or not they intend toattend the General Meeting. Completion and return of the Form of Proxy will not preclude IndependentShareholders from attending the meeting and voting in person.

Full details of action to be taken to accept the Offer are set out in paragraph 14 of this letter, Part IIIof this document and (if your FDM Shares are in certificated form) in the Form of Acceptance.

If you have any queries relating to completion of the Form of Proxy or acceptance of the Offer, pleasecontact Neville Registrars on 0121 585 1131 or, from outside the UK,+44 121 585 1131.

Yours faithfully

Tim MedakPartnerfor and on behalf of Ernst & Young LLP

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PART III

CONDITIONS AND FURTHER TERMS OF THE OFFER

Section A: Conditions of the Offer

The Offer is subject to the following conditions:

1. Acceptances

Valid acceptances being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. on18 December 2009 (or, subject to the Code, such later time(s) and/or dates(s) as Astra may decide) inrespect of not less than 90 per cent. of FDM Shares to which the Offer relates and not less than 90 percent. of the voting rights carried by those shares (or, in either case, such lower percentage as Astra maydecide). However, this condition will not be satisfied unless Astra and/or its wholly-owned subsidiarieshave acquired or agreed to acquire FDM Shares carrying, in aggregate, over 50 per cent. of the votingrights then normally exercisable at general meetings of FDM including, for this purpose, to the extent(if any) required by the Code, the voting rights attaching to any FDM Shares which may beunconditionally allotted or issued before the Offer becomes or is declared unconditional as toacceptances. In this condition:

(c) the expression “FDM Shares to which the Offer relates” shall be construed in accordance withsections 974 to 991 (inclusive) of the Companies Act 2006; and

(d) FDM Shares which have been unconditionally allotted but not issued shall be deemed to carry thevoting rights which they will carry when they are issued; and

(e) valid acceptances shall be treated as having been received in respect of any FDM Shares that AstraGroup shall, pursuant to section 979(8) and, if applicable, section 979(9) of the Companies Act2006, be treated as having acquired or unconditionally contracted to acquire by virtue ofacceptances of the Offer.

2. Shareholder Approval

The ordinary resolution required to approve and implement the arrangements between the ManagementTeam and Astra set out in the notice of General Meeting being duly passed by the requisite majority atthe General Meeting (or at any adjournment thereof).

3. Authorisations

(a) FDM or any other member of the Wider FDM Group by any member of the Wider Astra Grouphaving been obtained in terms and in a form satisfactory to Astra acting reasonably from anyrelevant person or from any person or body with whom any member of the Wider FDM Grouphas entered into contractual arrangements and all such authorisations remaining in full force andeffect; and

(b) all authorisations necessary to carry on the business of any member of the Wider FDM Groupremaining in full force and effect; and

(c) all filings which Astra reasonably considers necessary having been made and all applicablewaiting and other periods having expired, lapsed or been terminated and all applicable statutoryor regulatory obligations in any jurisdiction having been complied with.

1024.2(d)(iv)24.2(d)(vi)

27

4. Regulatory Intervention

No relevant person having taken, instituted, implemented or threatened any legal proceedings, or havingrequired any action to be taken or otherwise having done anything or having enacted, made or proposedany statute, regulation, order or decision or taken any other step and there not continuing to beoutstanding any statute, regulation, order or decision that would or might reasonably be expected to:

(a) make the Offer, its implementation or the acquisition or proposed acquisition of any shares in, orcontrol or management of, the Wider FDM Group by Astra illegal, void or unenforceable; or

(b) otherwise directly or indirectly prevent, prohibit or otherwise materially restrict, restrain, delay orinterfere in the implementation of or impose additional conditions or obligations with respect toor otherwise challenge or require amendment of the Offer or the proposed acquisition of FDM byAstra or any acquisition of shares in FDM by Astra; or

(c) require, prevent or delay the divestiture by Astra of any shares or other securities in FDM; or

(d) impose any limitation on the ability of any member of the Wider Astra Group or any member ofthe Wider FDM Group to acquire or hold or exercise effectively, directly or indirectly, any rightsof ownership of shares or other securities or the equivalent in any member of the Wider FDMGroup or management control over any member of the Wider FDM Group; or

(e) require, prevent or delay the disposal by FDM or any member of the Wider Astra Group, orrequire the disposal or alter the terms of any proposed disposal by any member of the Wider FDMGroup, of all or any part of their respective businesses, assets or properties or impose anylimitation on the ability of any of them to conduct their respective businesses or own theirrespective assets or properties; or

(f) require any member of the Wider Astra Group or of the Wider FDM Group to offer to acquire anyshares or other securities (or the equivalent) in any member of the Wider FDM Group or anymember of the Wider Astra Group owned by any third party (in each case, other than inimplementation of the Offer); or

(g) impose any material limitation on the ability of any member of the Wider Astra Group or the WiderFDM Group to integrate or co-ordinate its business, or any part of it, with the businesses or anypart of the businesses of any other member of the Wider Astra Group and/or the Wider FDMGroup; or

(h) result in any member of the Wider Astra Group or the Wider FDM Group ceasing to be able tocarry on business under any name under which it presently does so; or

(i) otherwise materially adversely affect any or all of the businesses, assets, prospects or profits ofany member of the Wider Astra Group or the Wider FDM Group to an extent which is material inthe context of the Offer or, as the case may be, in the context of the Wider Astra Group or theWider FDM Group taken as a whole,

and all applicable waiting and other time periods during which any such relevant person could institute,or implement or threaten any legal proceedings, having expired, lapsed or been terminated.

5. Consequences Of The Offer

Save as Disclosed there being no provision of any agreements to which any member of the Wider FDMGroup is a party, or by or to which any such member, or any part of its assets, may be bound, entitledor subject, which would or might, as a consequence of the Offer or of the acquisition or proposedacquisition of all or any part of the issued share capital of, or change of control or management of, FDMor any other member of the FDM Group reasonably be expected to result (in each case to an extentwhich is material in the context of the Offer or, as the case may be, in the context of the Wider FDMGroup taken as a whole) in:

28

(a) any assets or interests of any member of the Wider FDM Group being or falling to be disposed ofor charged in any way or ceasing to be available to any member of the Wider FDM Group or anyrights arising under which any such asset or interest could be required to be disposed of orcharged in any way or could cease to be available to any member of the Wider FDM Groupotherwise than in the ordinary course of business; or

(b) any monies borrowed by or other indebtedness (actual or contingent) of, or any grant available to,any member of the Wider FDM Group being or becoming repayable or capable of being declaredrepayable immediately or earlier than the repayment date stated in such agreement or the abilityof such member of the Wider FDM Group to incur any such borrowing or indebtedness becomingor being capable of becoming withdrawn, inhibited or prohibited; or

(c) any such agreement or the rights, liabilities, obligations or interests of any such member under itbeing terminated or adversely modified or affected or any onerous obligation arising or anyadverse action being taken under it; or

(d) the interests or business of any such member in or with any third party (or any arrangementsrelating to any such interests or business) being terminated or adversely modified or affected; or

(e) the financial or trading position or prospects or value of any member of the Wider FDM Groupbeing prejudiced or adversely affected; or

(f) the creation of any mortgage, charge or other security interest over the whole or any part of thebusiness, property or assets of any member of the Wider FDM Group or any such security(whenever arising or having arisen) becoming enforceable or being enforced; or

(g) any member of the Wider FDM Group ceasing to be able to carry on business under any nameunder which or on the terms on which it currently does so or any person presently not able to carryon business under any name under which any member of the Wider FDM Group currently doesbecoming able to do so; or

(h) the creation of material actual or material contingent liabilities by any member of the Wider FDMGroup; or

(i) the ability of any member of the Astra Group to carry on its business being adversely affected,

and no event having occurred which, under any provision of any such agreement to which any memberof the Wider FDM Group is a party, or by or to which any such member, or any of its assets, may bebound, entitled or subject, could result, to an extent which is material in the context of the Offer or, asthe case may be in the context of the Wider FDM Group taken as a whole, in any of the events orcircumstances as are referred to in subparagraphs (a) to (i) inclusive.

6. No Corporate Action Taken Since The Accounting Date

Since the Accounting Date, save as Disclosed or pursuant to transactions in favour of FDM or awholly-owned subsidiary of FDM, no member of the Wider FDM Group having:

(a) issued or agreed to issue or authorised or proposed the issue or grant of additional shares of anyclass or securities convertible into or exchangeable for, or rights, warrants or options to subscribefor or acquire, any such shares or convertible securities (save pursuant to the FDM Share Schemesor the EBT); or

(b) redeemed, purchased, repaid or reduced or proposed the redemption, purchase, repayment orreduction of any part of its share capital or made or proposed the making of any other change toits share capital; or

(c) recommended, declared, paid or made or proposed to recommend, declare, pay or make anydividend, bonus issue or other distribution whether payable in cash or otherwise; or

(d) merged or demerged with or from, or acquired, any body corporate or authorised or proposed orannounced any intention to propose any such merger or demerger; or

29

(e) other than in the ordinary course of business acquired or disposed of, transferred, mortgaged orcharged, or created or granted any security interest over, any assets (including shares and tradeinvestments) or authorised or proposed or announced any intention to propose any acquisition,disposal, transfer, mortgage, charge or creation or grant of any security interest (which in any caseis material in the context of the Wider FDM Group taken as a whole); or

(f) issued or authorised or proposed the issue of any debentures or incurred or save in the ordinarycourse of business increased any borrowings, indebtedness or liability (actual or contingent); or

(g) entered into or varied, or authorised or proposed the entry into or variation of, or announced itsintention to enter into or vary, any transaction, arrangement, contract or commitment (whether inrespect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature ormagnitude or could involve an obligation of such nature or magnitude or which is or could berestrictive to the existing business of any member of the Wider FDM Group or which is other thanin the ordinary course of business and which in any such case is material in the context of theWider FDM Group taken as a whole; or

(h) entered into, implemented, effected, authorised or proposed or announced its intention to enterinto, implement, effect, authorise or propose any contract, reconstruction, amalgamation,scheme, commitment or other transaction or arrangement otherwise than in the ordinarycourse of business which is material in the context of the Wider FDM Group taken as awhole; or

(i) waived or compromised any claim other than in the ordinary course of business; or

(j) entered into or varied or made any offer (which remains open for acceptance) to enter into or varythe terms of any contract with any of the directors or senior executives of FDM or any of thedirectors or senior executives of any other member of the Wider FDM Group; or

(k) taken or proposed any corporate action or had any legal proceedings instituted or threatenedagainst it or petition presented for its winding-up (voluntary or otherwise), dissolution orreorganisation or for the appointment of a receiver, administrator, administrative receiver, trusteeor similar officer of all or any material part of its assets and revenues or for any analogousproceedings or steps in any jurisdiction or for the appointment of any analogous person in anyjurisdiction; or

(l) been unable, or admitted in writing that it is unable, to pay its debts or has stopped or suspended(or threatened to stop or suspend) payment of its debts generally or ceased or threatened to ceasecarrying on all or a substantial part of its business; or

(m) made any alteration to its memorandum or articles of association, or other incorporationdocuments; or

(n) in relation to the pension schemes established for its directors and/or other employees and/or theirdependants, made or consented to any material change to:

(i) the terms of the trust deeds constituting such pension schemes or to the benefits which accrue;

(ii) the pensions which are payable, under them;

(iii) the basis on which qualifications for or accrual of or entitlement to such benefits orpensions are calculated or determined;

(iv) the basis upon which the liabilities (including pensions) of such pension schemes arefunded or made;

(v) or agreed or consented to any change to the trustees of such pension schemes; or

(o) entered into any agreement or passed any resolution or made any offer (which remains open foracceptance) or proposed or announced any intention with respect to any of the transactions,matters or events referred to in this condition 6.

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7. Other Events Since the Accounting Date

In the period since the Accounting Date save as Disclosed:

(a) no litigation or arbitration proceedings, prosecution, investigation or other legal proceedingshaving been announced, instituted, threatened or remaining outstanding by, against or in respectof, any member of the Wider FDM Group or to which any member of the Wider FDM Group isor may become a party (whether as claimant, defendant or otherwise) which is material in thecontext of the Wider FDM Group taken as a whole; or

(b) no adverse change or deterioration having occurred in the business or assets or financial ortrading position or prospects, assets or profits of any member of the Wider FDM Group which ismaterial in the context of the Wider FDM Group taken as a whole; or

(c) no enquiry or investigation by, or complaint or reference to, any relevant person against or in respectof any member of the Wider FDM Group having been threatened, announced, implemented orinstituted or remaining outstanding by, against or in respect of, any member of the Wider FDMGroup which in any such case is material in the context of the Wider FDM Group taken as a whole;or

(d) no contingent or other liability having arisen or become apparent or increased which is materialin the context of the Wider FDM Group taken as a whole.

8. Other Issues

Save as Disclosed Astra not having discovered that:

Information

(a) the financial, business or other information disclosed at any time by any member of the WiderFDM Group, whether publicly or in the context of the Offer either contained a materialmisrepresentation of fact or omitted to state a fact necessary to make the information disclosednot materially misleading; or

(b) any contingent liability disclosed in such disclosed information would or might materially andadversely affect, directly or indirectly, the business, profits or prospects of the Wider FDM Grouptaken as a whole; or

(c) any information disclosed at any time by or on behalf of any member of the Wider FDM Groupis or becomes materially incorrect; or

(d) any information which affects the import of any information disclosed at any time by or on behalfof any member of the Wider FDM Group to an extent which is material in the context of the WiderFDM Group taken as a whole;

Intellectual Property

(e) any member of the Wider FDM Group does not own or have licensed to it or otherwise possesslegally enforceable rights to use all intellectual property that is:

(i) required or reasonably necessary for the conduct of business of the relevant member of theWider FDM Group as currently conducted; or

(ii) under development for such business;

(f) any intellectual property held by any member of the Wider FDM Group that is material in thecontext of the Wider FDM Group taken as a whole is not valid and subsisting; or

Accounts

(g) any member of the Wider FDM Group is subject to any liability, contingent or otherwise, whichis material in the context of the Wider FDM Group taken as a whole; or

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Criminal Property

(h) any asset of any member of the Wider FDM Group constitutes criminal property as defined bysection 340(3) Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

9. Certain further terms of the Offer

The conditions are inserted for the benefit of Astra and no FDM Shareholder shall be entitled to waiveany of the conditions without the prior consent of Astra.

Subject to the requirements of the Panel, Astra reserves the right to waive all or any of conditions 3 to8 (inclusive) in whole or in part;

Each of conditions 1 to 8 shall be regarded as a separate condition and shall not be limited by referenceto any other condition.

The Offer will lapse and will not proceed if the proposed acquisition of FDM is referred to theCompetition Commission or if the European Commission either initiates proceedings under Article6(1)(c) of the ECMR or makes a referral to a competent authority of the United Kingdom under Article9(1) of the ECMR before 1.00 p.m. on the first closing date or the time and date on which the Offerbecomes or is declared unconditional as to acceptances (whichever is the later).

If the Offer lapses, it will cease to be capable of further acceptance and persons accepting the Offer andAstra shall thereupon cease to be bound by acceptances submitted before the time the Offer lapses.

The Offer will lapse unless all of the conditions relating to the Offer have been fulfilled or (if capableof waiver) waived by, or, where appropriate, have been determined by Astra to be and remain satisfiedby, midnight on the twenty first day after the later of:

(i) the first closing date; or

(j) the date on which the Offer becomes unconditional as to acceptances

or such later date as Astra may, with the consent of the Panel, decide. Astra shall be under no obligationto waive or treat as satisfied any condition by a date earlier than the latest date specified above for itssatisfaction even though the other conditions of the Offer may, at such earlier date, have been waived orfulfilled and there are, at such earlier date, no circumstances indicating that any such conditions maynot be capable of fulfilment.

If Astra is required by the Panel to make an offer for FDM Shares under Rule 9 of the Code, Astra maymake such alterations to the conditions of the Offer set out above, including condition 1, as arenecessary to comply with that Rule;

FDM Shares will be acquired by Astra fully paid and free from all liens, equities, charges, equitableinterests, encumbrances, rights of pre-emption and any other third party right and/or interests of anynature whatsoever and together with all rights attaching to them, now or in the future, including the rightto receive and retain all dividends, interest and other distributions declared, paid or made after theAnnouncement Date.

The Offer will be governed by and will be subject to the jurisdiction of the English Courts.

The availability of the offer to persons not resident in the United Kingdom may be affected by the lawsof the relevant jurisdictions. People who are not resident in the United Kingdom should informthemselves about and observe any applicable requirements.

24.2(d)(iv)

31.7

Note on12.1

12.1(a) and(b)

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Section B: Further terms of the Offer

The following further terms apply to the Offer unless the contrary is expressed or the contextotherwise requires.

Except where the context otherwise requires, references in Sections B, C and D of this Part III and inthe Form of Acceptance to:

(a) “acceptances of the Offer” includes deemed acceptances of the Offer;

(b) the Offer being, becoming or being declared “unconditional” means unconditional as toacceptances whether or not any other condition of the Offer remains to be fulfilled and the Offer“becoming unconditional” includes the Offer being declared unconditional;

(c) the “acceptance condition” means the condition as to acceptances set out in paragraph 1 ofSection A of this Part III;

(d) any statute or any statutory provision includes a statute or statutory provision which amends,consolidates or replaces the same (whether before or after the date of this document);

(e) “Acceptance Shares” means FDM Shares in respect of which the Offer has been accepted or isdeemed to have been accepted in accordance with paragraph 1 of Sections C and D of thisPart III, and in respect of which such acceptance has not been validly withdrawn;

(f) any person “acting in concert with Astra” means any such person acting or deemed to be actingin concert with Astra for the purposes of the Offer; and

(g) the “Offer Document” means this document and any other document containing, or containingdetails of, the Offer.

The Offer extends to any FDM Shares (except those to be sold under the Share Exchange Agreements)which are unconditionally allotted or issued fully paid (or credited as fully paid) before the date onwhich the Offer ceases to be open for acceptance (or such earlier date as Astra may, subject to the Code,decide, not being earlier than the date on which the Offer becomes or is declared unconditional as toacceptances or, if earlier, the First Closing Date).

1. Acceptance Period

(a) The Offer is initially open for acceptance until 1.00 p.m. on 18 December 2009. Astra reservesthe right (but will not be obliged, other than as required by the Panel) at any time and from timeto time to extend the Offer after such time.

(b) Although no revision is envisaged, if the Offer (in its original or previously revised form) isrevised, it will remain open for acceptance for a period of at least 14 days (or such lesser periodas may be permitted by the Panel) from the date of posting the revised offer document to FDMShareholders. Except with the consent of the Panel, no revision of the Offer may be posted toFDM Shareholders on or after 12 January 2010 or, if later, the date 14 days before the last day onwhich the Offer is capable of becoming unconditional.

(c) The Offer, whether revised or not, shall not (except with the consent of the Panel), be capable ofbecoming unconditional after midnight on 26 January 2010 (or on any earlier time and/or datebeyond which Astra has stated that the Offer will not be extended unless it has, where permitted,withdrawn that statement), nor of being kept open for acceptance after that time and/or date unlessit has previously become unconditional. However, Astra reserves the right, with the permission ofthe Panel, to extend the time for the Offer to become unconditional to any later time(s)and/or date(s).

31.6(a)

32.1

31.1

24.2(d)(iv)

33

Except with the consent of the Panel, Astra may not, for the purpose of determining whether theacceptance condition has been satisfied, take into account acceptances received or purchases of FDMShares made after 1.00 p.m. on 26 January 2010 (or any earlier time(s) and/or date(s) beyond whichAstra has stated the Offer will not be extended unless it has, where permitted, withdrawn that statement)or any such later time(s) and/or date(s) as Astra, with the permission of the Panel, may determine.

If the latest time at which the Offer may become unconditional is extended beyond midnight on26 January 2010, acceptances received and purchases of FDM Shares made in respect of which relevantdocuments are received by Neville Registrars after 1.00 p.m. on the relevant date may (except where theCode otherwise permits) only be taken into account with the Panel’s consent.

(d) If the Offer becomes unconditional, it will remain open for acceptance for not less than 14 daysfrom the date on which it would otherwise have expired. If the Offer has become unconditionaland it is stated by or on behalf of Astra that the Offer will remain open until further notice, thennot less than 14 days’ notice will be given prior to the closing of the Offer to FDM Shareholderswho have not accepted the Offer.

(e) If a competitive situation arises after Astra has given a “no increase” statement and/or a “noextension” statement in relation to the Offer (as determined by the Panel), Astra may, if itspecifically reserves the right to do so at the time such statement is made or otherwise with theconsent of the Panel, withdraw such statement and be free to extend or revise the Offer providedthat it complies with the Code and in particular that:

(i) it announces such withdrawal as soon as possible and in any event within four business daysafter the date of the firm announcement of the competing offer or other circumstance inrespect of which a reservation has been made and informs FDM Shareholders to that effectin writing (or, in the case of FDM Shareholders with registered addresses outside the UKor whom Astra knows to be a nominee, trustee or custodian holding FDM Shares for suchpersons, by an announcement in the UK) at the earliest opportunity thereafter; and

(ii) any FDM Shareholder who accepted the Offer after the date of the “no increase” and/or “noextension” statement is given a right of withdrawal in accordance with paragraph 3(c) below.

(f) Astra may choose not to be bound by the terms of a “no increase” or “no extension” statement:

(i) if it would otherwise prevent the posting of an increased or improved Offer either as to thevalue or nature of the consideration offered or otherwise provided that Astra hasspecifically reserved the right to do so and the increased or improved Offer isrecommended for acceptance by the Independent Director; or

(ii) with the consent of the Panel.

(g) Except as provided in paragraphs 1(e) and 1(f) above, Astra will be bound by the terms of any “noincrease” or “no extension” statement.

(h) Unless otherwise required by the Panel, Astra shall be entitled at any particular time to decide thatthe acceptance condition is then satisfied taking into account only those FDM Shares which havebeen unconditionally allotted or issued before that time and written notice of the allotment orissue of which, containing all relevant details, has been received before that time by NevilleRegistrars, at one of the addresses and in the manner referred to in paragraph 3(a) below, fromFDM or its agents. E-mail, facsimile, telex or other electronic transmission or copies will not besufficient for this purpose and shall not constitute written notice.

(i) If a competitive situation arises and is continuing on 26 January 2010, Astra will enable holdersof FDM Shares in uncertificated form who have not already validly accepted the Offer but who havepreviously accepted the competing offer to accept the Offer by special form of acceptance to takeeffect on 26 January 2010. It shall be a condition of such special form of acceptance being a validacceptance of the Offer that (i) it is received by Neville Registrars on or before 26 January 2010;(ii) the relevant FDM Shareholder shall have applied to withdraw his acceptance of the competing

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32.2 Note 4

31.5 Note 4

32.2Note 331.5 Note 3

31.431.2

31.6(b)

31.6(b)

34

offer but that the FDM Shares to which such withdrawal relates shall not have been released fromescrow before 26 January 2010 by the escrow agent to the competing offer; and (iii) the FDMShares to which the special form of acceptance relates are not transferred to escrow in accordancewith the procedure for acceptance set out in the letter from Ernst & Young contained in Part IIof this document on or before 26 January 2010, but an undertaking is given that they will be sotransferred as soon as possible thereafter. FDM Shareholders wishing to use such forms ofacceptance should apply to Neville Registrars on 0121 585 1131 between 9.00 a.m. and 5.00 p.m.on the business day preceding 26 January 2010 in order that such forms can be despatched.Notwithstanding the right to use such special form of acceptance, holders of FDM Shares inuncertificated form may not use a Form of Acceptance (or any other purported acceptance form)for the purpose of accepting the Offer in respect of such shares.

2. Announcements

(a) By 8.00 a.m. on the business day (“the relevant day”) next following the day on which the Offeris due to expire or becomes unconditional or is revised or extended as the case may be (or suchlater time(s) and/or date(s) as the Panel may agree), Astra will make an appropriate announcementthrough a Regulatory Information Service. Such announcement will state prominently the totalnumbers of FDM Shares which Astra may count towards the satisfaction of the acceptancecondition and will specify the percentages of each class of securities represented by these figures.The announcement will also state:

(i) the numbers of FDM Shares for which acceptances of the Offer have been received;

(ii) the numbers of FDM Shares for which acceptances of the Offer have been received fromany person acting in concert with Astra or in respect of shares which were the subject of anirrevocable undertaking, or letter of intent, to accept the Offer procured by Offeror or anyof its associates;

(iii) details of any FDM securities in which Astra or any person acting in concert with it has aninterest or in respect of which he has a right to subscribe, in each case specifying the natureof the interests or rights concerned;

(iv) details of any short positions (whether conditional or absolute and whether in the money orotherwise) in FDM securities in which Astra or any person acting in concert with it has aninterest, including any short position under a derivative, any agreement to sell or anydelivery obligation or right to require another person to purchase or take delivery;

(v) details of any FDM securities in respect of which Astra or any of its associates has anoutstanding irrevocable commitment or letter of intent; and

(vi) details of any FDM securities which Astra or any person acting in concert with it hasborrowed or lent, save for any borrowed shares which have been either on-lent or sold,

and will specify the percentages of each class of securities represented by each of these figures.

(b) In calculating the number of FDM Shares or rights over FDM Shares represented by acceptancesand/or purchases, Astra may only include acceptances and purchases if they could be countedtowards fulfilling the acceptance condition in accordance with paragraphs 5(l)(i) and (ii) below,unless the Panel agrees otherwise. Subject to this, Astra may include or exclude, forannouncement purposes, acceptances and purchases which are not complete in all respects orwhich are subject to verification.

(c) Any decision to extend the time and/or date by which the acceptance condition has to be fulfilledmay be made by Astra at any time up to, and will be announced not later than, 8.00 a.m. on therelevant day (or such later date and/or time as the Panel may agree) and the announcement willstate the next expiry date (unless the Offer is unconditional in which case the announcement maystate the Offer will remain open until further notice).

31.2

17.1Note 4

17.1

35

(d) In this Section B, references to the making of an announcement or the giving of notice by or onbehalf of Astra include the release of an announcement by public relations consultants of Astra,or by Ernst & Young, to the press and the delivery by hand or telephone, email, facsimile or telexor other electronic transmission of an announcement to a Regulatory Information Service. Anannouncement made otherwise than to a Regulatory Information Service shall be notifiedsimultaneously to a Regulatory Information Service (unless the Panel otherwise permits).

(e) Without limiting the manner in which Astra may choose to make any public announcement andsubject to Astra’s obligations under applicable law, Astra will have no obligation to publish,advertise or otherwise communicate any such public announcement other than by making arelease to a Regulatory Information Service.

3. Rights of withdrawal

(a) If, having announced the Offer to be unconditional, Astra fails to comply by 3.30 p.m. on therelevant day (or such later time(s) and/or date(s) as the Panel may agree) with any of the otherrequirements specified in paragraph 2(a) above, an accepting FDM Shareholder mayimmediately afterwards withdraw his acceptance of the Offer by written notice received byNeville Registrars by post or by hand (during normal business hours only) at Neville House,18 Laurel Lane, Halesowen, West Midlands B63 3DA. Alternatively, in the case of FDM Sharesin uncertificated form, withdrawals can also be effected in the manner set out in sub-paragraph(h) below. Subject to paragraph 1(c) above, this right of withdrawal may be terminated not lessthan eight days after the relevant day by Astra confirming, if such is the case, that the Offer is stillunconditional, and complying with the other requirements specified in paragraph 2(a) above. Ifany such confirmation is given, the first period of 14 days referred to in paragraph 1(d) abovewill run from the date of such confirmation and compliance.

(b) If by 1.00 p.m. on 8 January 2010 (or such later time(s) and/or date(s) as the Panel may agree) theOffer has not become unconditional, an accepting FDM Shareholder may withdraw his acceptancein the manner referred to in sub-paragraph (a) above (or, in the case of FDM Shares held inuncertificated form, in the manner referred to in sub-paragraph (h) below) at any time before theearlier of:

(i) the time that the Offer becomes unconditional; and

(ii) the final time for the lodging of acceptances of the Offer which can be taken into accountin accordance with paragraph 1(c) above.

(c) If a “no increase” or “no extension” statement has been withdrawn in accordance withparagraph 1(e) above, any FDM Shareholder who accepts the Offer after the date of suchstatement may withdraw his acceptance in the manner referred to in sub-paragraph (a) above(or, in the case of FDM Shares held in uncertificated form, in the manner referred to insub-paragraph (h) below) within a period of eight days following the date on which writtennotice withdrawing such statement is posted to FDM Shareholders.

(d) Except as provided by this paragraph 3 and paragraph 4 below or as otherwise permitted byAstra, all acceptances and elections are irrevocable.

(e) To be effective, a written notice of withdrawal must be received on a timely basis by NevilleRegistrars and must specify the name of the person who has made the relevant acceptance, thenumber of FDM Shares in respect of which acceptance is withdrawn and (if share certificateshave been delivered) the name of the registered holder of the relevant FDM Shares, if differentfrom the name of the person who made the relevant acceptance. FDM Shares in respect of whichacceptance has been withdrawn may subsequently be assented to the Offer in accordance with theacceptance procedures contained in this document while the Offer remains open for acceptance.

(f) In this paragraph 3, “written notice” (including any letter of appointment, direction or authority)means notice in writing bearing the original signature(s) of the relevant accepting FDMShareholder(s) or his/their agent(s) duly appointed in writing. E-mail, facsimile, telex or other

32.2Note 331.5Note 3

34

17.2(b)17.2 (c)

17.1 Note 4

36

electronic transmission or copies will not be sufficient for this purpose and shall not constitutewritten notice. Any such written notice signed by any person other than the relevant FDMShareholder(s) must be accompanied by the relevant letter of appointment, direction or authorityin a form reasonably satisfactory to Astra. Notice which is postmarked in, or otherwise appearsto Astra or its agents to have been sent from, the United States, Canada, Australia, Japan or anyother jurisdiction whose rules would or may be violated by such notice may be treated as invalid.

(g) All questions of validity (including time of receipt) of any notice of withdrawal will be determinedby Astra whose determination (except as the Panel otherwise decides) will be final and binding.Neither Astra nor Ernst & Young nor Neville Registrars will be under any duty to give notificationof any defects in any notice of withdrawal or will incur any liability for failure to do so.

(h) In the case of FDM Shares held in uncertificated form, if withdrawals are permitted pursuant tosub-paragraph (a) above, an accepting FDM Shareholder may withdraw his acceptance throughCREST by sending (or, if a CREST sponsored member, procuring that his CREST sponsor sends)an ESA instruction to settle in CREST in relation to each Electronic Acceptance to be withdrawn.Each ESA instruction must, in order for it to be valid and settle, include the following details:-

• the number of FDM Shares to be withdrawn, together with their ISIN number. This isGB00B06HK710;

• the member account ID of the accepting shareholder, together with his participant ID;

• the member account ID of the Escrow Agent included in the relevant ElectronicAcceptance, together with the Escrow Agent’s participant ID;

• the transaction reference number of the Electronic Acceptance to be withdrawn;

• the intended settlement date for withdrawal; and

• the corporate action number for the Offer.

Any such withdrawal will be conditional upon Neville Registrars verifying that the withdrawalrequest is validly made. Accordingly, Neville Registrars on behalf of Astra reject or accept thewithdrawal by transmitting in CREST a receiving agent reject (AEAD) or receiving agent accept(AEAN) message.

(i) Immediately (or within such longer period, not exceeding 14 days, as the Panel may permit) upona FDM Shareholder validly withdrawing his acceptance in respect of FDM Shares held inuncertificated form, Neville Registrars will give TFE instructions to Euroclear to transfer allFDM Shares held in escrow balances, and in relation to which it is the Escrow Agent for thepurposes of the Offer, to the original available balances of the FDM Shareholder concerned and,in respect of FDM Shares held in certificated form, Neville Registrars will return all sharecertificates and/or other documents of title to the FDM Shareholder concerned as soon aspracticable following the receipt of the withdrawal (and, in any event, within 14 days).

4. Revisions of the Offer

(a) Although no revision of the Offer is envisaged, if the Offer (in its original or any previouslyrevised form(s)) is revised either in its terms or conditions or in the value or form of theconsideration offered or otherwise (which Astra reserves the right to do), and any such revisionrepresents, on the date on which such revision is announced (on such basis as Ernst & Young mayconsider appropriate), an improvement (or no diminution) in the value of the considerationpreviously offered or in the overall value received and/or retained by a FDM Shareholder (underthe Offer or otherwise), the benefit of the revised Offer will (subject to the provisions of thisparagraph 4 and paragraph 6 below) be made available to FDM Shareholders who haveaccepted the Offer in its original or any previously revised form(s) and not validly withdrawn suchacceptances (“previous acceptors”). The acceptance by or on behalf of a previous acceptor of theOffer in its original or any previously revised form(s) shall (subject to the provisions of thisparagraph 4 and paragraph 6 below) be treated as an acceptance of the Offer as so revised and

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37

shall also constitute the separate appointment of each of Astra, any director of Astra,Ernst & Young, or any partner of Ernst & Young and their respective agents as his/her attorneyand/or agent (the “Attorney”) with authority to accept any such revised Offer on behalf of suchprevious acceptor and, if such revised Offer includes alternative forms of consideration, to makean election for and/or accept such alternative forms of consideration on his behalf or anycombination of them as the Attorney in his absolute discretion thinks fit and to execute on behalfof and in the name of such previous acceptor all such further documents (if any) and do suchfurther things (if any) as may be required to give effect to such acceptance and/or election(s). Inmaking any such acceptance and/or election(s), the Attorney shall take into account the nature ofany previous acceptance and/or election made by the previous acceptor and such other fact ormatters as he may reasonably consider relevant.

(b) For the avoidance of doubt, for the purposes of sub-paragraph (a) above, “revision” includes,without limitation, any revision of the Offer (i) in its original or revised form, (ii) in relation toits terms and conditions and (iii) in relation to the value or nature of the consideration offered.

(c) Subject to sub-paragraphs (d) and (e) below, the authorities and powers of attorney conferred inthis paragraph 5 and any acceptance of a revised Offer shall be irrevocable until the previousacceptor becomes entitled to withdraw his acceptance under paragraph 3 above and duly does so.

(d) The deemed acceptances and elections referred to in sub-paragraph (a) above shall not applyand the power of attorney and authorities conferred by that paragraph shall not be exercised if asa result the previous acceptor would (on such basis as Ernst & Young may consider appropriate)receive less in aggregate in consideration than he would have received in aggregate inconsideration as a result of his acceptance of the Offer in the form in which it was originallyaccepted. The authorities conferred by sub-paragraph (a) above shall not be exercised in respectof any election available under the revised Offer save in accordance with this paragraph 4.

(e) The deemed acceptances and elections referred to in sub-paragraph (a) above shall not applyand the exercise of the powers of attorney and authorities so conferred by such paragraph shall beineffective to the extent that any previous acceptor (i) in respect of FDM Shares held incertificated form, shall lodge with Neville Registrars, at one of the addresses and in the mannerreferred to in paragraph 3(a) above, within 14 days of the posting of the document containingthe revised Offer, a Form of Acceptance validly accepting the Offer in which he validly elects toreceive the consideration receivable by him in some other manner or (ii) in respect of FDM Sharesin uncertificated form, shall send (or, if a CREST sponsored member, procures that his CRESTsponsor sends) an ESA instruction to settle in CREST in relation to each Electronic Acceptancein respect of which an election is to be varied. Each ESA instruction must, in order for it to bevalid and settle, include the following details:-

• the number of FDM Shares in respect of which the changed election is made, together withtheir ISIN number;

• the member account ID of the previous acceptor, together with his participant ID;

• the member account ID of the Escrow Agent included in the relevant ElectronicAcceptance, together with the Escrow Agent’s participant ID;

• the transaction reference number of the Electronic Acceptance in respect of which theelection is to be changed;

• the intended settlement date for the changed election;

• the corporate action number for the Offer;

and, in order that the desired change of election can be effected, must include:

• the member account ID of the Escrow Agent relevant to the new election.

38

Any such change of election will be conditional upon Neville Registrars verifying that the requestis validly made. Accordingly, Neville Registrars will on behalf of the Offeror reject or accept therequested change of election by transmitting in CREST a receiving agent reject (AEAD) or areceiving agent accept (AEAN) message.

(f) Astra and Ernst & Young reserve the right, subject to sub-paragraphs (d) and (e) above, to treatan executed Form of Acceptance or TTE instruction (in respect of the Offer in its original or anypreviously revised form(s)) which is received or dated after the announcement or issue of theOffer in any revised form (including, any revised Offer) as a valid acceptance of the revised Offerand/or of any alternative forms of consideration then included in the revised Offer, as the casemay be, and such acceptance shall constitute an authority in the terms of sub-paragraph (a)above, with due alteration of details, on behalf of the relevant FDM Shareholder.

5. General

(a) The Offer will lapse unless all of the conditions relating to the Offer, other than the acceptancecondition, have been fulfilled or (if capable of waiver) waived by, or, where appropriate, havebeen determined by Astra to be and remain satisfied by, midnight on the twenty-first day after thelater of:

(i) the First Closing Date; and

(ii) the date on which the Offer becomes unconditional,

or such later date as Astra may, with the consent of the Panel, decide. Astra shall be under noobligation to waive or treat as satisfied any condition by a date earlier than the latest datespecified above for its satisfaction even though the other conditions of the Offer may, at suchearlier date, have been waived or fulfilled and there are, at such earlier date, no circumstancesindicating that any such conditions may not be capable of fulfilment.

(b) Except with the consent of the Panel, settlement of the consideration to which any FDMShareholder is entitled under the Offer will be implemented in full in accordance with the termsof the Offer without regard to any lien, right of set-off, counterclaim or other analogous right towhich Astra may otherwise be, or claim to be, entitled as against him and will (subject toparagraph 6 below) be effected in the manner described in paragraph 16 of Part II of thisdocument within 14 days of the date on which the Offer becomes wholly unconditional or 14 daysafter receipt of a valid and complete acceptance, whichever is the later.

(c) The Offer is made on 27 November 2009 to all FDM Shareholders including those to whom thisdocument may not be despatched and is capable of acceptance from and after that time; thisdocument and the Form of Acceptance are available from Neville Registrars at the address referredto in paragraph 3(a) above. The Offer is being made by means of this document to all FDMShareholders. The first closing date of the Offer for the purposes of the Code is 18 December 2009.

(d) The instructions, terms, provisions and authorities contained in or deemed to be incorporated inthe Form of Acceptance form part of the terms of the Offer. Words and expressions defined in thisdocument will, unless the context otherwise requires, have the same meanings when used in theForm of Acceptance. The terms and conditions to the Offer in this document will be deemed tobe incorporated in, and form part of, the Form of Acceptance.

(e) If the expiry date of the Offer is extended, all references in this document and in the Form ofAcceptance to 18 December 2009 (except in Section A of this Part III, in the definition of“First Closing Date”, in paragraph 1(a) and sub-paragraph (c) above, and where the contextotherwise requires) shall be deemed to refer to the expiry date of the Offer as so extended.

(f) Any omission or failure to (or decision not to) despatch this document or the Form of Acceptanceor any document required to be given under the terms of the Offer and/or any notice required to bedespatched under the terms of the Offer to, or any failure to receive the same by, any person towhom the Offer is made, or should be made, shall not invalidate the Offer in any way or create any

31.10

31.1

31.7 24.6

39

implication that the Offer has not been made to any such person. Subject to paragraph 6 below,the Offer will extend to any persons to whom this document, the Form of Acceptance or any relateddocuments may not be despatched, and such persons may collect copies of those documents fromNeville Registrars at the addresses and in the manner referred to in paragraph 3(a) above.

(g) If the Offer does not become or is not declared wholly unconditional and lapses, (i) in respect ofFDM Shares held in certificated form, the Form of Acceptance, share certificate(s) and/or otherdocument(s) of title will be returned by post (or such other method(s) as the Panel may approve)as soon as practicable (and, in any event, within 14 days of the Offer lapsing), at the risk of theFDM Shareholder concerned, to the person or agent whose name and address is set out in Box 3or 4 of the Form of Acceptance or, if none is set out, to the first-named holder at his/her registeredaddress (in all cases outside the United States, Canada, Australia, Japan or any other jurisdictionwhose rules would or may, in the belief of FDM or its agents, be violated by such posting) or(ii) in respect of FDM Shares held in uncertificated form, Neville Registrars will, immediatelyafter the lapsing of the Offer (or within such longer period, not exceeding 14 days of the Offerlapsing, as the Panel may approve), give TFE instructions to Euroclear to transfer all FDM Sharesheld in escrow balances, and in relation to which it is the Escrow Agent for the purposes of theOffer, to the original available balances of the FDM Shareholders concerned.

(h) If the Offer lapses, it will cease to be capable of further acceptance and accepting FDMShareholders and Astra will cease to be bound by Forms of Acceptance submitted before the timethe Offer lapses.

(i) All powers of attorney, appointments as agents and authorities on the terms conferred by orreferred to in this Section B or in the Form of Acceptance are given by way of security for theperformance of the obligations of the FDM Shareholder concerned and are irrevocable (in respectof powers of attorney, in accordance with section 4 Powers of Attorney Act 1971) except in thecircumstances where the acceptance is withdrawn in accordance with paragraph 3 above.

(j) No acknowledgement of receipt of any Form of Acceptance, share certificate(s) and/or otherdocument(s) of title, transfer(s) by means of CREST, communication or notice will be given byor on behalf of Astra.

(k) All communications, notices, certificates, documents of title and remittances to be delivered byor sent to or from any FDM Shareholder (or their designated agent(s)) will be delivered by or sentto or from them (or their designated agent(s)) at their risk.

(l) Without prejudice to any other provision of this Part III, Astra reserves the right to treat any Formof Acceptance in respect of FDM Shares held in certificated form as valid if not entirely in orderor is not accompanied by relevant share certificate(s) and/or other relevant document(s) of title,or if it is received, by or on its behalf, at any place or places or in any manner determined by itotherwise than as specified in this document or in the Form of Acceptance. Not withstanding theabove, unless otherwise agreed with the Panel:

(i) an acceptance of the Offer will only be counted towards fulfilling the acceptance conditionif the requirements of Note 4 and, if applicable, Note 6 on Rule 10 of the Code are satisfiedin respect of it;

(ii) an acquisition of FDM Shares by Astra or its nominees (or, if Astra is required by the Panelto make an offer for FDM Shares under the provisions of Rule 9 of the Code, by a personacting in concert with Astra or a wholly-owned subsidiary of Astra (or its nominees)) shallbe counted towards fulfilling the acceptance condition only if the requirements of Note 5and, if applicable, Note 6 on Rule 10 of the Code are satisfied in respect of it but which donot fall within Note 8 on Rule 10; and

(iii) the Offer shall not become unconditional unless Neville Registrars shall have issued acertificate to Astra (or its agent) which states the number of FDM Shares in respect ofwhich acceptances have been received which comply with sub-paragraph (l)(i) above andthe number of FDM Shares otherwise acquired, whether before or during the Offer Period,

10Note 7

24.6

24.6

Note on12.1

40

which comply with sub-paragraph (l)(ii) above. Copies of such certificate will be sent tothe Panel and to Brewin Dolphin as soon as possible after it is issued but which do not fallwithin Note 8 on Rule 10.

(m) Astra reserves the right to notify any matter, including the making of the Offer, to all or any FDMShareholder(s) with (a) registered address(es) outside the United Kingdom or whom Astra knowsto be a nominee, trustee or custodian holding FDM Shares for persons who are citizens, residentsor nationals of jurisdictions outside the UK, by announcement in the UK or by paid advertisementin a newspaper published in the UK, in which event such notice shall be deemed to have beensufficiently given notwithstanding any failure by any FDM Shareholder to receive or see suchnotice. All references in this document to notice or the provision of information in writing by oron behalf of Astra shall be construed accordingly. No such document will be sent to an addressin the United States, Canada, Australia, Japan or any other jurisdiction where such actions mayconstitute (or result in the Offer constituting) a breach of any legal or regulatory requirements.

(n) If sufficient acceptances are received and/or purchases made, Astra intends to apply theprovisions of sections 974 to 991 (inclusive) Companies Act 2006 to acquire compulsorily anyoutstanding FDM Shares to which the Offer relates (as defined in the acceptance condition).

(o) Astra intends to procure that FDM applies to the London Stock Exchange for the admission totrading of FDM Shares to be cancelled. Not less than 20 business days’ notice of cancellation willbe given, commencing either on the date Astra acquires or agrees to acquire 75 per cent. of FDMShares or on the first date of the issue of compulsory acquisition notices under section 980Companies Act 2006.

(p) In relation to any FDM Shares which are held in uncertificated form, Astra reserves the right tomake such alterations, additions or modifications as may be necessary or desirable to give effectto any purported acceptance of the Offer, whether in order to comply with the facilities orrequirements of CREST or otherwise, provided that such alterations, additions or modifications areconsistent with the requirements of the Code or are otherwise made with the consent of the Panel.

(q) If Astra is required by the Panel to make an offer for FDM Shares under Rule 9 of the Code, Astramay make such alterations to the conditions of the Offer, including the acceptance condition, asare necessary to comply with that Rule.

(r) Astra reserves the right to nominate, as the person entitled to acquire any FDM Shares pursuant tothe Offer, such subsidiary of Astra as Astra shall in its absolute discretion select for such purpose andfollowing any such nomination references in this document to Astra shall be construed accordingly.

(s) The Offer, all acceptances of it and elections under it, this document and the Form of Acceptanceand any action taken or made or deemed to be taken or made under any of the foregoing, shall begoverned by and construed in accordance with the laws of England.

(t) Execution by or on behalf of a FDM Shareholder of a Form of Acceptance, or the making by or onbehalf of a FDM Shareholder of the Electronic Acceptance constitutes, subject to sub-paragraph(u) below, his or her irrevocable submission, in relation to all matters arising out of the Offer andthe Form of Acceptance or Electronic Acceptance, to the exclusive jurisdiction of the courts ofEngland.

(u) Execution by or on behalf of a FDM Shareholder of a Form of Acceptance, or the making by oron behalf of a FDM Shareholder of the Electronic Acceptance constitutes his or her agreementthat the provisions of sub-paragraph (t) above are included for the benefit of Astra, Ernst &Young and Neville Registrars and his or her agreement that nothing shall limit the right of Astra,Ernst & Young or Neville Registrars to bring any action, suit or proceeding arising out of or inconnection with the Offer in any other manner permitted by law or in any court of competentjurisdiction and that he/she irrevocably submits to the jurisdiction of any such court.

(v) For the purposes of this document, the time of receipt of a TTE instruction, an ESA instructionor an Electronic Acceptance shall be the time at which the relevant instruction settles in CREST.

24.2(d)(xiv)

24.2(d)(xiv)

41

6. Overseas Shareholders

(a) The making of the Offer to Overseas Shareholders may be prohibited or affected by the laws ofthe relevant jurisdiction. Overseas Shareholders should inform themselves about and observe anyapplicable legal requirements. It is the responsibility of any Overseas Shareholders wishing toaccept the Offer to satisfy themselves as to the full observance of the laws and regulatoryrequirements of the relevant jurisdiction in connection with the Offer, including the obtaining ofany governmental, exchange control or other consents which may be required, the compliancewith other necessary formalities and the payment of any issue, transfer or other taxes or duties orpayments due in such jurisdiction.

(b) Any Overseas Shareholder will be responsible for any such issue, transfer or other taxes or dutiesor payments, by whomever payable, and each of Astra, Ernst & Young and any person acting ontheir behalf shall be fully indemnified and held harmless by such shareholder for such taxes,duties or payments as Astra or Ernst & Young may be required to pay in respect of the Offerinsofar as it relates to such shareholder.

(c) In particular, the Offer is not being and will not be made, directly or indirectly, in, into, or by useof the mails of, or by any means or instrumentality (including, without limitation, telephonicallyor electronically) of interstate or foreign commerce of, or of any facilities of a national securitiesexchange of, the United States, Canada, Australia, Japan or any other jurisdiction where to do sowould violate the laws of that jurisdiction, and the Offer will not be capable of acceptance by anysuch use, means, instrumentality or facilities or otherwise from or within the United States,Canada, Australia, Japan or other such jurisdiction.

(d) Copies of this document, the Form of Acceptance and the Form of Proxy and any related offeringdocuments are not being, and must not be, mailed, transmitted, or otherwise distributed or sent, inwhole or in part, in or into or from the United States, Canada, Australia, Japan or any otherjurisdiction where to do so would violate the laws of that jurisdiction including to FDMShareholders with registered addresses in the United States, Canada, Australia, Japan or other suchjurisdiction or to persons whom Astra knows to be custodians, trustees or nominees holding FDMShares for such persons. Persons receiving such documents (including, without limitation,custodians, nominees and trustees) must not mail or otherwise distribute or send them in or into orfrom the United States, Canada, Australia, Japan or other such jurisdiction or use the mails of theUnited States, Canada, Australia, Japan or other such jurisdiction or any means or instrumentality(including, without limitation, telephonically or electronically) of interstate or foreign commerceof, or any facilities of a national securities exchange of, the United States, Canada, Australia, Japanor any other such jurisdiction for any purpose, directly or indirectly, in connection with the Offer,and so doing may invalidate any related purported acceptance of the Offer. Persons wishing toaccept the Offer must not use the mails of the United States, Canada, Australia, Japan or other suchjurisdiction or any such means, instrumentality or facilities for any purpose, directly or indirectly,relating to acceptance of the Offer. Envelopes containing Forms of Acceptance, evidence of title orother related documents must not be postmarked in, or otherwise despatched from, the UnitedStates, Canada, Australia, Japan or other such jurisdiction and all acceptors must provide addressesoutside the United States, Canada, Australia, Japan or other such jurisdiction for remittance of cashor the return of Forms of Acceptance, FDM Share certificate(s) and/or other documents of title.

(e) Save as provided in the remainder of this paragraph 6, a FDM Shareholder may be deemed notto have validly accepted the Offer if:

(i) he/she puts “NO” in Box 5 of their Form of Acceptance and thereby does not make therelevant representations and warranties set out in paragraph 3 of Section C below;

(ii) he/she completes Box 3 of the Form of Acceptance with an address in, or has a registeredaddress in, the United States, Canada, Australia, Japan or any other jurisdiction whose lawsmay be violated by such acceptance and in either case he/she does not insert in Box 4 ofthe Form of Acceptance the name and address of a person or agent outside the United

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States, Canada, Australia, Japan or other such jurisdiction to whom he/she wishes theconsideration to which he/she is entitled under the Offer to be sent, subject to the provisionsof this sub-paragraph (f) and applicable laws;

(iii) he/she inserts in Box 4 of the Form of Acceptance the name and address and/or telephonenumber of a person or agent in the United States, Canada, Australia, Japan or other suchjurisdiction to whom he/she wishes the consideration to which he/she is entitled under theOffer to be sent;

(iv) the Form of Acceptance received from him/her is in an envelope postmarked in, orotherwise appears to Astra or its agents to have been sent from, the United States, Canada,Australia, Japan or other such jurisdiction; or

(v) in respect of uncertificated FDM Shares he/she makes a Restricted Escrow Transfer (asdefined in paragraph 6(f) below) unless he/she also makes a related Restricted ESAInstruction which is accepted by Neville Registrars and does not make the representationsand warranties set out in paragraph 3 of section D below.

Astra reserves the right, in its sole discretion, to investigate, in relation to any acceptance, whether therelevant representations and warranties set out in paragraph 3 of Section C or (as the case may be)Section D below could have been truthfully given by the relevant FDM Shareholder and, if suchinvestigation is made and as a result Astra determines that such representation and warranty could nothave been so given or is not correct, such acceptance shall not, save as provided in the remainder of thisparagraph 6, be valid.

(f) If a FDM Shareholder holding FDM Shares in uncertificated form is unable to give the warrantiesset out in paragraph 3 of Section D below, but nevertheless can provide satisfactory evidence toAstra that he is able to accept the Offer in compliance with all relevant legal and regulatoryrequirements, he may only purport to accept the Offer by sending (or if a CREST sponsored member,procuring that his CREST sponsor sends) both (i) a TTE instruction to a designated escrow balancedetailed below (a “Restricted Escrow Transfer”) and (ii) one or more valid ESA instructions (a“Restricted ESA Instruction”) which specify the form of consideration which he wishes to receive(consistent with the alternatives offered under the Offer). Such purported acceptance will not betreated as a valid acceptance unless both the Restricted Escrow Transfer and the Restricted ESAInstruction settle in CREST and Astra decides, in its absolute discretion, to exercise its right describedin sub-paragraph (i) below to waive, vary or modify the terms of the Offer relating to overseasshareholders, to the extent required to permit such acceptance to be made, in each case during theacceptance period set out in paragraph 1 above. If Astra accordingly decides to permit suchacceptance to be made, Neville Registrars will on behalf of Astra accept the purported acceptance asan Electronic Acceptance on the terms of this document (as so waived, varied or modified) bytransmitting in CREST a receiving agent accept (AEAN) message. Otherwise, Neville Registrars willon behalf of Astra reject the purported acceptance by transmitting in CREST a receiving agent reject(AEAD) message.

Each Restricted Escrow Transfer must, in order for it to be valid and settle, include the following details:

• the ISIN number for the FDM Shares. This is GB00B06HK710;

• the number of FDM Shares in respect of which the Offer is to be accepted;

• the member account ID and participant ID of the FDM Shareholder;

• the participant ID of the Escrow Agent. This is 7RAII;

• the member account ID of the Escrow Agent specific to a Restricted Escrow Transfer. This isRESTRICT; and

• the intended settlement date.

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Each Restricted ESA instruction must, in order for it to be valid and settle, include the following details:

• the ISIN number for the FDM Shares. This is GB00B06HK710;

• the number of FDM Shares relevant to the Restricted ESA instruction;

• the member account ID and participant ID of the accepting FDM Shareholder;

• the member account ID and the participant ID of the Escrow Agent set out in the RestrictedEscrow Transfer;

• the participant ID and the member account ID of the Escrow Agent relevant to the form ofconsideration required (details of which are set out in paragraph 14(b) of the letter from Ernst& Young in Part II of this document);

• the transaction reference number of the Restricted Escrow Transfer to which the Restricted ESAinstruction relates;

• the intended settlement date; and

• the corporate action number for the Offer.

(g) If, in connection with the making of the Offer, notwithstanding the restrictions described above,any person (including, without limitation, custodians, nominees and trustees), whether pursuantto a contractual or legal obligation or otherwise, forwards this document, the Form of Acceptanceor any related document in, into or from the United States, Canada, Australia, Japan or any otherjurisdiction where to do so would violate the relevant rules of that jurisdiction or uses the mailsof or 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, theUnited States, Canada, Australia, Japan or other such jurisdiction in connection with suchforwarding, such person should:

(i) inform the recipient of such fact;

(ii) explain to the recipient that such action may invalidate any purported acceptance by therecipient; and

(iii) draw the attention of the recipient to this paragraph 6.

(h) The provisions of this paragraph 6 and any other terms of the Offer relating to OverseasShareholders may be waived, varied or modified as regards specific FDM Shareholders or on ageneral basis by Astra in its absolute discretion but only if Astra is satisfied that such waiver,variance or modification will not constitute a breach of any applicable securities or other law.

(i) If any written notice purporting to withdraw an acceptance in accordance with paragraph 3above is received in an envelope postmarked in, or which otherwise appears to Astra or its agentsto have been sent from, the United States, Canada, Australia, Japan or any other jurisdictionwhose laws may have been violated by the acceptance, Astra reserves the right, in its absolutediscretion, to treat that notice as being valid.

(j) Neither Astra nor its advisers nor any person acting on behalf of any of them shall have anyliability to any person for any loss or alleged loss arising from any decision as to the treatment ofacceptances of the Offer on any of the bases set out above or otherwise in connection therewith.

(k) The provisions of this paragraph 6 supersede any terms of the Offer inconsistent with them.

(l) References in this paragraph 6 to a FDM Shareholder shall include references to the person orpersons executing a Form of Acceptance and, in the event of one or more persons executing a Formof Acceptance, the provisions of this paragraph 6 shall apply to them jointly and to each of them.

(m) Overseas Shareholders should inform themselves about and observe any applicable legal orregulatory requirements. If you are in any doubt about your position, you should consult yourprofessional adviser in the relevant jurisdiction.

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Section C: Form of Acceptance

This Section C only applies to FDM Shares in certificated form. If you hold all your FDM Sharesin uncertificated form, you should ignore this Section C and instead read Section D below.

For the purposes of this Section C and the Form of Acceptance, the phrase “FDM Shares comprised inthe acceptance” means the number of FDM Shares inserted in Box 1 of the Form of Acceptance or, ifno number is inserted or a number greater than such FDM Shareholder’s registered holding is inserted,the greater of:

(a) the relevant FDM Shareholder’s entire holding of FDM Shares as disclosed by details of theregister of members made available to Neville Registrars prior to the time the relevant Form ofAcceptance is processed by them;

(b) the relevant FDM Shareholder’s entire holding of FDM Shares as disclosed by details of theregister of members made available to Neville Registrars prior to the latest time for receipt ofForms of Acceptance which can be taken into account in determining whether the Offer isunconditional as to acceptances; and

(c) the number of FDM Shares in respect of which certificate(s), or an indemnity in lieu, is received.

Each FDM Shareholder by whom, or on whose behalf, the Form of Acceptance is executed and receivedby Neville Registrars or by or on behalf of Astra or Ernst & Young, irrevocably undertakes, represents,warrants and agrees to and with Astra, Ernst & Young and Neville Registrars (so as to bind him, hisexecutors, personal representatives, heirs, successors and assignees) that:

1. the execution of the Form of Acceptance and its delivery to Neville Registrars shall constitute,subject to the provisions of paragraph 6 of Section B above:

(a) an acceptance or deemed acceptance of the Offer in respect of the number of FDM Sharesinserted or deemed inserted in Box 1 of the Form of Acceptance;

(b) if no Boxes are completed or if Box 1 of the Form of Acceptance is left blank or a numbergreater than such shareholder’s registered holding appears in Box 1 and the Form ofAcceptance is signed or the Form of Acceptance is otherwise completed incorrectly but issigned, an acceptance by such shareholder of the Offer in respect of the total number ofFDM Shares comprised in the acceptance; and

(c) an authority to Astra or its agents to execute any further documents and give any furtherassurances which may be required in connection with any of the foregoing and anundertaking to execute all or any further documents and/or give any such further assurancesas may be required to enable Astra to obtain the full benefit of this Section C and/or toperfect any of the authorities expressed to be given under this Section C,

in each case on and subject to the terms and conditions set out in this document and the Form ofAcceptance and that, subject to the rights of withdrawal set out in paragraph 3 of Section Babove, each such acceptance shall be irrevocable;

2. such FDM Shareholder has the right to dispose of the FDM Shares comprised in the acceptanceand that the FDM Shares comprised in the acceptance are sold fully paid and with full titleguarantee free from all liens, charges, encumbrances and other third party rights and otherinterests and together with all rights now and in the future attaching to them including the rightto receive and retain all dividends, interest and other distributions declared, made or paid in thefuture;

3. unless “No” is put in Box 5 of the Form of Acceptance, such shareholder:

(a) has not received or sent, in whole or in part, copies or originals of this document, the Formof Acceptance or any related offer documents in, into or from the United States, Canada,Australia, Japan or any other jurisdiction where such actions may constitute (or result in the

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Offer constituting) a breach of any legal or regulatory requirements, has not otherwiseutilised in connection with the Offer, directly or indirectly, the mails or any means orinstrumentality (including, without limitation, facsimile, telex, telephone or email) ofinterstate or foreign commerce of, or any facilities of a national securities exchange, of theUnited States, Canada, Australia, Japan or any other such jurisdiction;

(b) was outside the United States, Canada, Australia, Japan and any other such jurisdiction asis referred to in sub-paragraph (a) above when the Form of Acceptance was sent and atthe time of accepting the Offer, is not an agent or fiduciary acting on a non-discretionarybasis for a principal, unless such principal has given all instructions with respect to theOffer from outside the United States, Canada, Australia, Japan or any other suchjurisdiction, is accepting the Offer from outside the United States, Canada, Australia, Japanor any other such jurisdiction and is not accepting the Offer for a US person, or a residentof Canada, Australia, Japan or any other such jurisdiction, for whom such shareholder isacting on a non-discretionary basis; and

(c) if a citizen, resident or national of a jurisdiction outside the United Kingdom, has observedthe laws of all relevant jurisdictions, obtained any requisite governmental or other consents,complied with all requisite formalities, paid any issue, transfer or other taxes or duties duefrom him/her in each case in connection with such acceptance in any such jurisdiction andhas not taken or omitted to take any action which will or may result in Astra, Ernst & Youngor any other person acting in breach of the legal or regulatory requirements of anyjurisdiction in connection with the Offer or his/her acceptance of the Offer;

4. the execution of the Form of Acceptance and its receipt by Neville Registrars constitutes, subjectto the Offer becoming or being declared wholly unconditional and to an accepting FDMShareholder not having validly withdrawn his acceptance, the irrevocable separate appointmentof the Attorney (as defined in paragraph 4(a) of Section B above) as such shareholder’s attorneyand/or agent, and an irrevocable instruction to the Attorney:

(a) to complete and execute all or any form(s) of transfer and/or other document(s) whateverat the Attorney’s discretion in relation to the FDM Shares referred to in paragraph 1 abovein respect of which an accepting FDM Shareholder has not validly withdrawn hisacceptance (the “Acceptance Shares”) in favour of Astra or such other person or personsas Astra or its agents may direct and to deliver such form(s) of transfer and/or otherdocument(s) at the Attorney’s discretion together with the certificate(s) and or otherdocument(s) relating to the Acceptance Shares for registration within four months of theOffer becoming unconditional in all respects; and

(b) to execute all such other documents and to do all such other acts and things as may in theopinion of such Attorney be necessary or expedient for the purpose of, or in connectionwith, the acceptance of the Offer and, if applicable, any election under it and in order tovest in Astra or its nominee(s) the Acceptance Shares;

5. the execution of the Form of Acceptance and its receipt by Neville Registrars constitutes, subjectto the Offer becoming or being declared wholly unconditional, a separate irrevocable authorityand request (subject to paragraph 6 of Section B above):

(a) to FDM or its agents, to procure the registration of the transfer of the FDM Shares pursuantto the Offer and the delivery of the share certificate(s) and/or other document(s) of title inrespect thereof to Astra or as it may direct;

(b) to the Attorney (as defined in paragraph 4(a) of Section B above) to procure the despatchby post of a cheque for any cash to which an accepting shareholder may become entitledpursuant to his acceptance of the Offer, at the risk of such shareholder, to the first-namedholder set out in Box 3 at his registered address outside the United States, Canada,Australia, Japan and any other jurisdiction where such action may constitute (or result in

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the Offer constituting) a breach of any legal or regulatory requirements or, if appropriate,to the person or agent whose name and address outside the United States, Canada,Australia, Japan and any other such jurisdiction is set out in Box 4; and

(c) to Astra or its agents, to record and act upon any instructions with regard to payments ornotices or dividend mandates which have been entered in the records of FDM in respect ofsuch shareholder’s holding(s) of FDM Shares except that if a FDM Shareholder hasexisting Astra Shares, the mandates, instructions and instruments in force for the existingAstra Shares will supersede the mandates, instructions and instruments for the FDMShares.

6. the execution of the Form of Acceptance and its receipt by Neville Registrars will constitute,subject to the person accepting the Offer not having validly withdrawn his acceptance, theirrevocable appointment of the Attorney (as defined in paragraph 4(a) of Section B above) assuch shareholder’s attorney and/or agent and with the authority to complete and/or execute anyfurther documents and give any further assurances which may be required in connection with anyof the foregoing;

7. after the Offer has become or been declared wholly unconditional (or if the Offer will become orbe declared wholly unconditional or lapse immediately upon the outcome of the resolution inquestion) and in such other circumstances as Astra may request and the Panel may permit:

(a) Astra or its agents shall be entitled to direct the exercise of any votes and any or all otherrights and privileges attaching to any Acceptance Shares (including the right to requisitionthe convening of a general meeting of FDM or of any class of its shareholders);

(b) the execution of the Form of Acceptance constitutes:

(i) an authority to FDM or its agents from the holder of Acceptance Shares to send anynotice, warrant, circular, document or other communication which may be requiredto be sent to him/her as a member of FDM (including any share certificate(s) and/orother document(s) of title issued as a result of conversion of such FDM Shares intocertificated form) in respect of the Acceptance Shares to Astra at its registered officeor at either of the addresses referred to in paragraph 3(a) of Section B above;

(ii) an irrevocable authority to Astra or its agents from such holder to sign any consentto short notice of a general meeting or separate class meeting on his/her behalf and/orto execute forms of proxy in respect of such Acceptance Shares appointing anypersons nominated by Astra to attend general meetings of FDM or its members orany of them (and any adjournment) and to exercise the votes attaching to suchAcceptance Shares on his behalf, such votes to be cast, where relevant, so far aspossible to satisfy any outstanding condition of the Offer; and

(iii) the agreement of such shareholder not to exercise any of such rights without theconsent of Astra and the irrevocable undertaking of such shareholder not to appointa proxy or proxies or a corporate representative for or to attend general meetings orseparate class meetings of shareholders of FDM (or any adjournment);

8. he/she will deliver or procure delivery to Neville Registrars at either of the addresses referred toin paragraph 3(a) of Section B above, of his/her share certificate(s) and/or other document(s) oftitle in respect of Acceptance Shares which are in certificated form, or an indemnity acceptableto Astra in lieu thereof, as soon as possible and in any event within four months of the Offerbecoming or being declared wholly unconditional;

9. the execution of the Form of Acceptance constitutes his or her irrevocable submission, in relationto all matters arising out of the Offer and the Form of Acceptance, to the exclusive jurisdiction ofthe courts of England or of such other court as Astra, Ernst & Young or Neville Registrars maybring proceedings pursuant to paragraphs 5(t) or (u) of Section B above;

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10. the terms and conditions to the Offer in this document shall be deemed to be incorporated in, andform part of, the Form of Acceptance, which shall be read and construed accordingly;

11. if he/she accepts the Offer, subject to the Offer becoming wholly unconditional, he/she shallpromptly, following request by or on behalf of Astra, do all such acts and things as shall, in theopinion of Astra, Ernst & Young or Neville Registrars, be necessary or expedient to vest in Astra,or its nominee(s) or such other person as Astra may decide, the Acceptance Shares or to enableNeville Registrars to perform their functions as Escrow Agent for the purposes of the Offer; andaccordingly grants power(s) of attorney and authorities on the terms conferred by or referred toin these paragraphs which are given by way of security for the performance of the obligations ofsuch shareholder and which are irrevocable (in respect of powers of attorney, in accordance withsection 4 Powers of Attorney Act 1971);

12. he/she agrees to ratify each and every act or thing which may be done or effected by Astra,Ernst & Young or Neville Registrars or their respective directors or agents, as the case may be, inthe exercise of any of his/her or their respective powers and/or authorities hereunder and toindemnify each such person from losses arising therefrom;

13. if any provisions of Section B or this Section C shall be unenforceable or invalid or shall notoperate to afford Astra, FDM, Ernst & Young or Neville Registrars or their respective directors oragents the benefit of the authority expressed to be given therein, he/she will with all practicablespeed do all such acts and things and execute all such documents that may be required by themto enable them or any of them to secure the full benefit of Section B and this Section C; and

14. he/she agrees that he/she does not expect Ernst & Young to have any duties or responsibilitiestowards him/her comparable or similar to those imposed by The Financial Services Authority’srules requiring best execution and suitability and that in respect of the Offer he/she is not and willnot be a client of Ernst & Young.

References in this Section C to a FDM Shareholder shall include references to the person or personsexecuting a Form of Acceptance and, in the event of more than one person executing a Form ofAcceptance, the provisions of this Section C shall apply to them jointly and to each of them. Onexecution, the Form of Acceptance shall take effect as a deed.

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Section D: Electronic Acceptance

This Section D only applies to FDM Shares held in uncertificated form. If you hold all your FDMShares in certificated form, you should ignore this Section D and instead read Section C above.

For the purposes of this Section D, the phrase “FDM Shares comprised in the acceptance” means, inrespect of any FDM Shares held in uncertificated form, the number of FDM Shares that are transferredby the relevant FDM Shareholder to his/her escrow account by means of a TTE instruction.

Each FDM Shareholder by whom, or on whose behalf, an Electronic Acceptance is made, irrevocablyundertakes, represents, warrants and agrees to and with Astra, Ernst & Young and Neville Registrars (soas to bind him, his executors, personal representatives, heirs, successors and assignees) that:

1. the Electronic Acceptance shall constitute, subject to the provisions of paragraph 6 ofSection B above:

(a) an acceptance of the Offer in respect of the FDM Shares comprised in the acceptance towhich a TTE instruction relates;

(b) an authority to Astra or its agents to execute any further documents and give any furtherassurances which may be required in connection with any of the foregoing and anundertaking to execute all or any further documents and/or give any such further assurancesas may be required to enable Astra to obtain the full benefit of this Section D and/or toperfect any of the authorities expressed to be given under this Section D;

in each case on and subject to the terms and conditions set out in this document and that, subjectto the rights of withdrawal set out in paragraph 3 of Section B above, each such acceptance shallbe irrevocable;

2. such FDM Shareholder has the right to dispose of the FDM Shares comprised in the acceptanceand that the FDM Shares comprised in the acceptance are fully paid and with full title guaranteefree from all liens, charges, encumbrances and other third party rights and other interests andtogether with all rights now and in the future attaching to them including the right to receive andretain all dividends, interest and other distributions declared, made or paid in the future;

3. unless he/she sends a Restricted Escrow Transfer and a Restricted ESA Instruction (each asdefined in paragraph 6(f) of Section B above) which is accepted by a receiving agent accept(AEAN) message pursuant to paragraph 6(f) of Section B above, such Shareholder:

(a) has not received or sent, in whole or in part, copies or originals of this document, the Formof Acceptance or any related offer documents in, into or from the United States, Canada,Australia, and Japan; has not otherwise utilised in connection with the Offer, directly orindirectly, the mails or any means or instrumentality (including, without limitation,facsimile, telex, telephone or email) of interstate or foreign commerce of, or any facilitiesof a national securities exchange, of the United States, Canada, Australia, and Japan;

(b) was outside the United States, Canada, Australia, and Japan when the relevant TTEinstruction(s) was inputted and settled, is not an agent or fiduciary acting on anon-discretionary basis for a principal, unless such principal has given all instructions withrespect to the Offer from outside the United States, Canada, Australia and Japan, no TTEinstruction(s) has been sent in, into or from the United States, Canada, Australia, and Japanor signed in the United States, Canada, Australia, and Japan and such shareholder isaccepting the Offer from outside the United States, Canada, Australia, and Japan and is notaccepting the Offer for a US person, or a resident of Canada, Australia or Japan, for whomsuch shareholder is acting on a non-discretionary basis; and

(c) if a citizen, resident or national of a jurisdiction outside the United Kingdom, he/she hasobserved the laws of all relevant jurisdictions, obtained any requisite governmental orother consents, complied with all requisite formalities and paid any issue, transfer or other

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taxes or duties due from him/her in each case in connection with such acceptance in anysuch jurisdiction and that he/she has not taken or omitted to take any action which will ormay result in Astra, Ernst & Young or any other person acting in breach of the legal orregulatory requirements of any jurisdiction in connection with the Offer or his/heracceptance of the Offer;

4. the Electronic Acceptance constitutes, subject to the Offer becoming or being declared whollyunconditional and to an accepting FDM Shareholder not having validly withdrawn hisacceptance, the irrevocable separate appointment of the Attorney (as defined in paragraph 4(a)of Section B above) as such shareholder’s attorney and/or agent, and an irrevocable instruction tothe Attorney to do all such acts and things as may in the opinion of such Attorney be necessaryor expedient for the purpose of, or in connection with, the acceptance of the Offer and, ifapplicable, any election under it and in order to vest in Astra or its nominee(s) the AcceptanceShares;

5. the Electronic Acceptance constitutes, subject to the Offer becoming or being declared whollyunconditional, a separate irrevocable authority and request (subject to paragraph 6 ofSection B above):

(a) to the Attorney (as defined in paragraph 4(a) of Section B above) to procure (in respectof those FDM Shares held in uncertificated form) the satisfaction of any cash entitlementto which an accepting shareholder may become entitled by means of a CREST payment infavour of the accepting shareholder provided that Astra may (if for any reason it wishes todo so) settle all or any part of such entitlement for all or any accepting FDM Shareholderby cheque in favour of the first-named holder despatched by post to an address outside theUnited States, Canada, Australia or Japan stipulated by such holder or as otherwisedetermined by Astra; and

(b) to Astra or its agents, to record and act upon any instructions with regard to payments ornotices or dividend mandates which have been entered in the records of FDM in respect ofsuch shareholder’s holding(s) of FDM Shares except that if a FDM Shareholder hasexisting Astra Shares, the mandates, instructions and instruments in force for the existingAstra Shares will supersede the mandates, instructions and instruments for the FDMShares.

6. the Electronic Acceptance will constitute, subject to the person accepting the Offer not havingvalidly withdrawn his acceptance, the irrevocable appointment of the Attorney (as defined inparagraph 4(a) of Section B above) as such shareholder’s attorney and/or agent and with theauthority to complete and/or execute any further documents and give any further assuranceswhich may be required in connection with any of the foregoing;

7. after the Offer has become or been declared wholly unconditional (or if the Offer will become orbe declared wholly unconditional or lapse immediately upon the outcome of the resolution inquestion) and in such other circumstances as Astra may request and the Panel may permit:

(a) Astra or its agents shall be entitled to direct the exercise of any votes and any or all otherrights and privileges attaching to any Acceptance Shares (including the right to requisitionthe convening of a general meeting of FDM or of any class of its shareholders);

(b) the Electronic Acceptance constitutes:

(i) an authority to FDM or its agents from the holder of Acceptance Shares to send anynotice, warrant, circular, document or other communication which may be requiredto be sent to him/her as a member of FDM (including any share certificate(s) and/orother document(s) of title issued as a result of conversion of such FDM Shares intocertificated form) in respect of the Acceptance Shares to Astra at its registered officeor at either of the addresses referred to in paragraph 3(a) of Section B above;

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(ii) an irrevocable authority to Astra or its agents from such holder to sign any consentto short notice of a general meeting or separate class meeting on his/her behalf and/orto execute forms of proxy in respect of such Acceptance Shares appointing anyperson nominated by Astra to attend general meetings and separate class meetings ofFDM or its members or any of them (and any adjournment) and to exercise the votesattaching to such Acceptance Shares on his behalf, such votes to be cast, whererelevant, so far as possible to satisfy any outstanding condition of the Offer; and

(iii) the agreement of such shareholder not to exercise any of such rights without theconsent of Astra and the irrevocable undertaking of such shareholder not to appointa proxy or proxies or a corporate representative for or to attend general meetings orseparate class meetings of shareholders of FDM (or any adjournment);

8. the Electronic Acceptance constitutes the irrevocable appointment of Neville Registrars as suchshareholder’s attorney and/or agent and an irrevocable instruction and authority to the attorneyand/or agent:

(a) subject to the Offer becoming or being declared wholly unconditional and to suchshareholder not having validly withdrawn his acceptance, to transfer to Astra (or to suchother person or persons as Astra or its agents may direct) by means of CREST all or anyof the Relevant FDM Shares (as defined below) (but not exceeding the number of FDMShares comprised in the acceptance); and

(b) if the Offer does not become wholly unconditional, to give instructions to Euroclear,immediately after the lapsing of the Offer (or within such longer period as the Panel maypermit, not exceeding 14 days of the lapsing of the Offer), to transfer all Relevant FDMShares to the original available balance of the accepting shareholders. For the purposes ofthis paragraph 8 “Relevant FDM Shares” means FDM Shares in uncertificated form andin respect of which a transfer or transfers to escrow has or have been effected pursuant tothe procedures described in paragraph 14 of Part II of this document and where thetransfer(s) to escrow was or were made in respect of FDM Shares held under the samemember account ID and participant ID as the member account ID and participant IDrelating to the Electronic Acceptance concerned;

9. if, for any reason, any FDM Shares in respect of which a TTE Instruction has been effected inaccordance with paragraph 14(b) of Part II of this document are converted to certificated form,he/she will (without prejudice to paragraph 7(b)(i) above), immediately deliver or procure theimmediate delivery of the share certificates or other documents of title in respect of all such FDMShares as so converted to Neville Registrars at the address referred to in paragraph 3(a) ofSection B above or as Astra or its agents may direct and he shall be deemed upon conversion toundertake, represent, warrant and agree in the terms set out in Section C above in relation to suchFDM Shares without prejudice to the application of this Section D so far as Astradeems appropriate;

10. the creation of a CREST payment obligation in favour of his or her payment bank in accordancewith the CREST payment arrangements referred to in paragraph 5(a) above shall, to the extentof the obligation so created, discharge in full any obligation of Astra and/or Ernst & Young to payto him/her the cash consideration to which he/she may be entitled pursuant to the Offer;

11. the making of an Electronic Acceptance constitutes his or her irrevocable submission, in relationto all matters arising out of the Offer and the Electronic Acceptance, to the exclusive jurisdictionof the courts of England or of such other court as Astra, Ernst & Young or Neville Registrars maybring proceedings pursuant to paragraphs 5(t) or (u) of Section B above;

12. the terms and conditions to the Offer in this document shall be deemed to be incorporated in, andform part of, the Electronic Acceptance, which shall be read and construed accordingly;

31.10

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13. if he/she accepts the Offer, subject to the Offer becoming wholly unconditional, he/she shallpromptly, following request by or on behalf of Astra, do all such acts and things as shall, in theopinion of Astra, Ernst & Young or Neville Registrars, be necessary or expedient to vest in Astra,or its nominee(s) or such other person as Astra may decide, the Acceptance Shares or to enableNeville Registrars to perform their functions as Escrow Agent for the purposes of the Offer;

14. by virtue of the CREST Regulations, the making of an Electronic Acceptance constitutes anirrevocable power of attorney by the relevant FDM Shareholder in the terms of all the powers andauthorities expressed to be given by Section B, this Section D and (where applicable by virtue ofparagraph 9 above) Section C to Astra, Ernst & Young and Neville Registrars and any of theirrespective directors or agents;

15. he/she agrees to ratify each and every act or thing which may be done or effected by Astra,Ernst & Young or Neville Registrars or their respective directors or agents, as the case may be, inthe exercise of any of his/her or their respective powers and/or authorities hereunder and toindemnify each such person from losses arising therefrom;

16. if any provisions of Section B or this Section D shall be unenforceable or invalid or shall notoperate to afford Astra, FDM, Ernst & Young or Neville Registrars or their respective directors oragents the benefit of the authority expressed to be given therein, he/she will with all practicablespeed do all such acts and things and execute all such documents that may be required by themto enable them or any of them to secure the full benefit of Section B and this Section D; and

17. he/she agrees that he/she does not expect Ernst & Young to have any duties or responsibilitiestowards him/her comparable or similar to those imposed by The Financial Services Authority’srules requiring best execution and suitability and that in respect of the Offer he/she is not and willnot be a client of Ernst & Young.

References in this Section D to a FDM Shareholder shall include references to the person or personsmaking an Electronic Acceptance.

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PART IV

INFORMATION RELATING TO INFLEXION, ASTRA TOPCO AND ASTRA

1. Directors of Astra Topco and Astra

The directors of each of Astra Topco and Astra are John Hartz and Richard Swann, both of 43 WelbeckStreet, London W1G 8DX.

2. Incorporation and registered office of Astra Topco and Astra

Astra Topco was incorporated in England on 17 November 2009 with registered number 7078823.

Astra was incorporated in England on 17 June 2009 with registered number 6936835.

Astra Topco owns the entire issued share capital of Astra. Inflexion 2006 Buyout Fund LimitedPartnership and Inflexion Co-Investment Limited Partnership own the entire issued share capital ofAstra Topco.

The registered office of both Astra Topco and Astra is 43 Welbeck Street, London W1G 8DX.

3. Share capital of Astra Topco and Astra

3.1 As at the Printing Date:

3.1.1 the authorised share capital of Astra was £1,000 divided 1,000 ordinary shares of £1 each,of which two shares have been issued and which are held by Astra Topco; and

3.1.2 Astra Topco does not have an authorised share capital, and the issued share capital ofAstra Topco is two ordinary share of £1, one of which is held by Inflexion 2006 Buyout FundLimited Partnership and one of which is held by Inflexion Co-Investment Limited Partnership.

3.1.3 Following the Offer becoming or being declared unconditional in all respects, the issuedordinary share capital of Astra Topco will be held as follows:

Astra % Astra Astra % Astra Astra % AstraTopco A Topco A Topco B Topco B Topco C Topco C %

Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary OrdinaryShares Shares Shares Shares Shares Shares Shares

Inflexion 2006 Budget Fund Limited Partnership 35,100,000 60.00 — — — — 35.10Inflexion Co-Investment Fund Limited Partnership 23,400,000 40.00 — — — — 23.40Roderick Flavell — — 18,985,921 48.76 — — 18.99David Templeman — — 2,448,533 6.28 — — 2.45Andrew Brown — — 6,491,017 16.67 — — 6.49Sheila Flavell — — 7,510,348 19.29 — — 7.51Ivan Martin — — 3,503,238 9.00 — — 3.50Heidi Taylor — — — — 501,520 19.58 0.50Jon Taplin — — — — 501,522 19.58 0.50Steve Buxton — — — — 437,496 17.09 0.44Nik Thorneley — — — — 373,472 14.58 0.37Ben Pattison — — — — 266,761 10.42 0.27Alistair Rutherford — — — — 53,348 2.08 0.05Catherine Check — — — — 106,703 4.17 0.11Lee Ballancore — — — — 106,706 4.17 0.11Henry Duddy — — — — 213,415 8.33 0.21

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In addition, the following Exit Shares of £0.0000001, each have been subscribed at par andwill be issued by Astra Topco following the Offer becoming or being declared whollyunconditional in all respects:

Astra Topco % Astra Topco Exit Shares Exit Shares

Roderick Flavell 4,497,529 53.58David Templeman 580,027 6.91Andrew Brown 1,537,642 18.32Sheila Flavell 1,779,109 21.19

Details of the rights attaching to the Exit Shares are set out in paragraph 10.

3.1.4 Following the Offer becoming or being declared wholly unconditional in all respects, theissued share capital of Astra will be two ordinary shares of £1 each, both of which will beby Astra Topco.

4. Financial Information on Astra Topco and Astra

Neither Astra Topco or Astra has traded since incorporation or has paid any dividends or has enteredinto any obligations other than in connection with the Offer and the financing of the Offer and thoseincidental to Astra Topco, Astra and the Inflexion Funds.

5. Information on Inflexion

Inflexion is an independent private equity firm, investing in small-mid market growth businesses. It hasconsiderable experience in helping grow and professionalise businesses and the key investmentexecutives 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 (the “2006 Buyout Fund”); and

• the Inflexion Co-Investment Limited Partnership (the “Co-Investment Fund” together with the2006 Buyout Fund, the “Inflexion Funds”).

The aggregate commitments of the investors in the Inflexion Funds as at the Printing Date areapproximately £242.5 million of which approximately 47.5 per cent. has been drawn.

The 2006 Buyout Fund is an English limited partnership. The 2006 Buyout Fund is managed byInflexion, and as at the date of this document has aggregate commitments of £165 million of whichapproximately 56.8 per cent. has been drawn.

The Co-Investment Fund is an English limited partnership. The Co-Investment Fund is managed byInflexion, and as at the date of this document has aggregate commitments of £77.5 million of whichapproximately 27.8 per cent. has been drawn.

Inflexion has appointed two individuals as non-executive directors of Astra Topco and Astra, beingJohn Hartz and Richard Swann.

6. The Management Team

The Management Team comprise Ivan Martin, Roderick Neil Flavell, Sheila May Flavell,David Templeman and Andrew Brown (each directors of FDM) and Heidi Taylor, Jon Taplin,Steve Buxton, Nik Thorneley, Ben Pattison, Alistair Rutherford, Catherine Cheek, Lee Ballancore andHenry Duddy.

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7. Details of Financing

Astra will initially be financed using a combination of equity and debt. A minimum of £9.85 million willbe provided by the Inflexion Funds via £0.58 million of equity subscription and a minimum £9.27 millionof loan note subscriptions. In addition, the Management Team will provide in aggregate approximately£3.42 million via approximately £0.47 million of equity subscription and approximately £2.95 million ofloan note subscription. It should be noted that the Management Team will not receive a return on theirinvestment in Astra and Astra Topco unless, in aggregate, priority funding of approximately £23.7 millionprovided by the Inflexion Funds or other third party finance providers, together with all accrued interestis repaid in full. To the extent that third party finance providers do not commit funds equal to £23.7million, the priority funding will be made up by the Inflexion Funds subscribing for priority loan notes.Funds of £13.0 million will be provided by HSBC under a senior debt facility and up to £35.7 millionwill be provided by Investec Bank plc under a short term bridge facility.

Roderick Flavell, Andrew Brown, Sheila Flavell and Ivan Martin will not accept the Offer in respect of1,494,115 of their FDM Shares. In addition, Andrew Brown and Sheila Flavell will not accept the Offerin respect of 67,250 FDM Shares which they will acquire on the exercise of options granted to thempursuant to the EMI Scheme. Instead Roderick Flavell, Andrew Brown, Sheila Flavell and Ivan Martinhave agreed under a Share Exchange Agreement summarised at paragraph 9, conditional upon the Offerbecoming, or otherwise being declared, unconditional, to sell 1,494,115 of their FDM Shares to Astrain consideration for the issue of approximately £2.11 million nominal value of loan notes in Astra.Sheila Flavell and Andrew Brown have agreed conditional on the Offer becoming, or otherwise beingdeclared, unconditional to sell the 67,250 FDM Shares which they will acquire on the exercise ofoptions granted to them pursuant to the EMI Scheme to Astra in consideration for the issue ofapproximately £0.06 million nominal value loan notes in Astra and £0.03 million cash. Approximately£0.30 million of the loan notes acquired by Roderick Flavell, Andrew Brown, Sheila Flavell and IvanMartin will be exchanged for B Ordinary Shares in Astra Topco.

In addition, the Senior Employees will not accept the Offer in respect of 71,831 of their FDM Shares andin respect of 122,500 FDM Shares which they will acquire on the exercise of options granted to thempursuant to the EMI Scheme. Instead they have agreed under a Share Exchange Agreement summarisedat paragraph 9 below, conditional upon the Offer becoming, or otherwise being declared, unconditional,to sell 71,831 of their existing FDM Shares and 122,500 of the FDM Shares which they acquire on theexercise of the options granted to them pursuant to the EMI Scheme to Astra in consideration for the issueof approximately £0.19 million nominal value of loan notes in Astra and £0.08 million in cash.Approximately £0.02 million of these loan notes will be exchanged for C Ordinary Shares in Astra Topco.

Under the Investment Agreement summarised at paragraph 9 below, each of David Templeman, AndrewBrown, Sheila Flavell and Ivan Martin have agreed to invest, in aggregate, approximately £1.01 million inaggregate in cash for 12,359,160 Astra Topco B Ordinary Shares and approximately £0.87 million Astraloan notes.

Under the subscription letters agreement summarised at paragraph 9 below, Heidi Taylor, Steve Buxton,Nik Thorneley, Alastair Rutherford, Lee Ballancore and Henry Duddy have agreed to invest, inaggregate, approximately £0.05 million in cash for 528,745 Astra Topco C Ordinary Shares andapproximately £0.04 million of Astra loan notes.

The agreements with HSBC Bank plc and Investec Bank plc are summarised at paragraph 9 below.

8. Service Agreements

Following completion of the Offer, the Executive Management Team will enter into amended servicecontracts with Astra. Under these new service agreements the Executive Management Team, if theymeet certain performance criteria, will be entitled to a bonus which may be up to 50 per cent. more thantheir existing bonus arrangements. All of the Executive Management Team other than Roderick Flavellwill received an upward salary adjustment (which will be, for Sheila Flavell and Andrew Brown, to£152,500 per annum from £140,000 per annum and for David Templeman, to £140,000 per annum from£125,000 per annum). The service agreements of each of the Executive Management Team will be ableto be terminated by either party giving 12 months’ notice in writing and there is provision for Astra to

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pay in lieu of this notice. The benefits packages will standardised so that all the Executive ManagementTeam will receive a car allowance and will be entitled to private medical and dental insurance forthemselves and their partner and children.

Ivan Martin’s director’s fee will be increased to £70,000 per annum and his appointment will be able tobe terminated by either party giving 12 months’ notice in writing.

9. Material Contracts of Astra

9.1 An investment agreement dated 26 November 2009 between (1) Astra Topco, (2) Astra, (3) theManagement Team, (4) the Inflexion Funds and (5) Inflexion Private Equity Partners LLP (the“Investment Agreement”), pursuant to which (conditional only upon the Offer becoming, orotherwise being declared, wholly unconditional):

9.1.1 the Inflexion Funds have agreed to apply for the allotment of 58,500,000 A OrdinaryShares of Astra Topco for a total price of £585,000 and up to £32,949,716.47 of nominalvalue of secured loan notes of Astra (with a minimum subscription of £9,268,686.47nominal value of secured loan notes of Astra);

9.1.2 Andrew Brown has agreed to apply for the allotment of 3,297,854 B Ordinary Shares ofAstra Topco for £37,876.73 and £231,497.16 nominal value of unsecured loan notes of Astra;

9.1.3 Sheila Flavell has agreed to apply for the allotment of 3,368,467 B Ordinary Shares of AstraTopco for £38,687.74 and £236,453.95 nominal value of unsecured loan notes of Astra;

9.1.4 David Templeman has agreed to apply for the allotment of 2,448,533 B Ordinary Shares ofAstra Topco for £28,122.05 and £171,877.95 nominal value of unsecured loan notes ofAstra;

9.1.5 Ivan Martin has agreed to apply for the allotment of 3,244,306 B Ordinary Shares of AstraTopco for £32,443.06 and £232,556.94 nominal value of unsecured loan notes of Astra;

The Investment Agreement also contains provisions which, amongst other things, regulate therelationship between the major shareholders of Astra Topco and provides for matters relating tothe ongoing business of the Astra Group.

9.2 Subscription letters dated 26 November 2009 from certain of the Senior Employees to AstraTopco and Astra, pursuant to which (conditional only upon the Offer becoming, or otherwisebeing declared, wholly unconditional):

9.2.1 Heidi Taylor has agreed to apply for the allotment of 50,872 C Ordinary Shares of Astra Topcofor a total price of £508.72 and £4,258.78 nominal value of unsecured loan notes of Astra;

9.2.2 Steve Buxton has agreed to apply for the allotment of 106,253 C Ordinary Shares ofAstra Topco for a total price of £1,062.53 and £8,894.97 nominal value of unsecured loannotes of Astra;

9.2.3 Nik Thorneley has agreed to apply for the allotment of 253,107 C Ordinary Shares ofAstra Topco for a total price of £2,531.07 and £21,188.93 nominal value of unsecured loannotes of Astra;

9.2.4 Alistair Rutherford has agreed to apply for the allotment of 1,633 C Ordinary Shares ofAstra Topco for a total price of £16.33 and £136.67 nominal value of unsecured loan notesof Astra;

9.2.5 Lee Ballancore has agreed to apply for the allotment of 80,536 C Ordinary Shares ofAstra Topco for a total price of £805.36 and £6,742.14 nominal value of unsecured loannotes of Astra;

9.2.6 Henry Duddy has agreed to apply for the allotment of 36,344 C Ordinary Shares ofAstra Topco for a total price of £363.44 and £3,042.56 nominal value of unsecured loannotes of Astra;

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9.3 A £13,000,000 term facility agreement dated 26 November 2009 and made between Astra Topco,Astra and HSBC Bank Plc (“HSBC”) (the “HSBC Facilities Agreement”). Advances under theHSBC Facilities Agreement bear interest at the rate per annum equal to the aggregate of LIBORplus, where appropriate, any applicable mandatory costs (which are the adjustments required ifthe Bank of England mandates a change to the reserve requirements for lending banks) plus theapplicable margin being initially 3.75 per cent. per annum but reducing to 3 per cent. based uponthe ratio of total net debt to EBITDA. The facilities are guaranteed by Astra Topco and Astrawhich guarantees are backed by security. In due course the facilities will be guaranteed bymembers of the FDM Group and secured on their assets.

The HSBC Facilities Agreement contains financial covenants relating to cashflow, leverage andcapital expenditure.

The HSBC Facilities Agreement also contains certain other covenants, which, amongst other things,cover restrictions on (i) the creation of security (with permitted exceptions); (ii) the disposal of assets(with permitted exceptions); (iii) the incurring of any financial indebtedness (with permittedexceptions); (iv) change of business; (v) mergers; (vi) acquisitions (with permitted exceptions); and(vii) the granting of new loans and guarantees (with permitted exceptions).

The HSBC Facilities Agreement also contains the usual restrictions in relation to the Offer.

Further the HSBC Facilities Agreement contains customary Events of Default upon theoccurrence of which HSBC have the right to (a) cancel the facilities; (b) declare the loans areimmediately due and payable; and (c) declare the loans are repayable on demand.

However, HSBC have agreed that, subject to the usual limits and exceptions, they will not be ableto call an Event of Default or take any action in relation to an Event of Default during the certainfunds periods.

9.4 A £35,700,000 term facility agreement dated 26 November 2009 between Astra Topco, Astra,Inflexion 2006 Buyout Fund LP, Inflexion Co-investment LP, Inflexion 2006 General PartnerLimited, Inflexion Co-Investment Limited, Inflexion Private Equity Partners LLP and InvestecBank Plc (“Investec”) (the “Investec Facilities Agreement”). Advances under the InvestecFacilities Agreement bear interest at the rate per annum equal to the aggregate of LIBOR plus,where appropriate, any applicable mandatory costs (which are the adjustments required if theBank of England mandates a change to the reserve requirements for lending banks) plus theapplicable margin being 5 per cent. The facilities are guaranteed by Astra Topco and Astra, whichguarantees are backed by security, as well as by the Funds. The Investec Facilities Agreementcontains financial covenants relating to the Funds.

The Investec Facilities Agreement also contains certain other covenants, which, amongst other things,cover restrictions on (i) the creation of security (with permitted exceptions); (ii) the disposal of assets(with permitted exceptions); (iii) the incurring of any financial indebtedness (with permittedexceptions); (iv) change of business; (v) mergers; (vi) acquisitions (with permitted exceptions); and(vii) the granting of new loans and guarantees (with permitted exceptions).

The Investec Facilities Agreement also contains the usual restrictions in relation to the Offer.

Further the Investec Facilities Agreement contains customary Events of Default upon theoccurrence of which Inflexion have the right to (a) cancel the facilities; (b) declare the loans areimmediately due and payable; and (c) declare the loans are repayable on demand.

However, Investec have agreed that subject to the usual limits and exceptions they will not be ableto call an Event of Default or take any action in relation to an Event of Default during the certainfunds periods.

9.5 An intercreditor deed dated 26 November 2009 entered into by the parties to the HSBC FacilityAgreement, the parties to the Investec Facility Agreement, the Funds and the Management Teamregulating the priorities as between each of the secured parties.

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The intercreditor deed ranks the security held by the various secured parties so that HSBC rankfirst, Investec rank second and the investors and the management rank third on a pari passu basis.The intercreditor deed also contains various restrictions and provisions reflected in the fact thatHSBC is the primary secured creditor and dealing with certain related matters.

9.6 A debenture dated 26 November 2009 granted by Astra Topco and Astra to HSBC securing allliabilities under the HSBC Facility Agreement.

9.7 A debenture dated 26 November 2009 granted by Astra Topco and Astra to HSBC securing allliabilities under the Investec Facilities Agreement.

9.8 A share exchange agreement dated 26 November 2009 between (1) Astra and (2) the ManagementTeam (other than David Templeman) pursuant to which they will transfer 1,494,115 FDM Shares,and undertake to transfer 67,250 FDM Shares to be issued under the EMI Scheme following theirexercise, to Astra, conditional upon the Offer becoming, or otherwise being declared, whollyunconditional, in exchange for the issue of approximately £2.1 million of Astra loan notes and£30,437 cash;

9.9 A share exchange agreement dated 26 November 2009 between (1) Astra and (2) the SeniorEmployees pursuant to which they will transfer 71,831 FDM Shares, and undertake to transfer122,500 FDM Shares to be issued under the EMI Scheme following their exercise to Astra,conditional upon the Offer becoming, or otherwise being declared, wholly unconditional, inexchange for the issue of approximately £190,000 Astra loan notes and £83,559.15 cash.

10. Articles of Association of Astra

The rights accorded to the A Ordinary Shares, B Ordinary Shares, C Ordinary Shares and Exit Sharesin the articles of association of Astra Topco, which will be adopted following the Offer becoming orotherwise being declared wholly unconditional in all respects, are as follows:

“Share Ranking” the A Ordinary Shares, B Ordinary Shares and C OrdinaryShares shall, save as otherwise provided, rank pari passu butconstitute separate classes of share. They carry the samedividend rights and rights on a return on capital. In certainspecified circumstances the B Ordinary Shares andC Ordinary Shares shall lose their voting rights, but otherwisethe A Ordinary Shares, B Ordinary Shares and C OrdinaryShares carry equal voting rights. The rights attaching to theExit Shares are described below.

“Transfer Restrictions” no ordinary shares may be transferred other than:

(a) to family members or trustees of a family trust (providedthat if a family member who holds ordinary shares ceasesto be a family member, or a family trust whose trusteeshold ordinary shares ceases to be a family trust, thatperson shall be deemed to have transferred the ordinaryshares back to the person in respect of whom he or she isa family member (in the case of a family member) or theoriginal settlor (in the case of a family trust); or

(b) in accordance with the Pre-Emptive Provisions describedbelow; or

(c) in accordance with the Drag Along/Tag Along Rightsdescribed below; or

(d) intra group transfers, to allow corporate entities (includingthe Inflexion Funds) to transfer ordinary shares within theirgroup or otherwise within their fund group, including toco-investment schemes and participants of such schemes.

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(e) transfers by the Inflexion Funds to other institutionalinvestors, subject to certain criteria being met.

“Drag Along/Tag Along Rights” In the event of a transfer of ordinary shares (other than asdescribed above), the transferor of such shares must procurethat such transferee makes an offer to buy such number ofshares of the other shareholders as represents their pro rataamount of the shares being transferred. If the OriginalInvestors transfer all of their Shares, they have the right torequire that all other shareholders transfer all of their Shares tothat person.

“Pre-Emptive Provisions” If a holder of A Ordinary Shares wishes to transfer any AOrdinary Shares other than pursuant to one of its permittedtransferees as described in “Transfer Restrictions” above, thatshareholder will be required to offer such A Ordinary Sharespro rata, first to the other holders of A Ordinary Shares andthen, to the extent not taken up, to the holders of B OrdinaryShares and C Ordinary Shares pro rata as if they constituted asingle class.

If a holder of B Ordinary Shares or C Ordinary Shares wishesto transfer any B Ordinary Shares or C Ordinary Shares otherthan to one of its permitted transferees as described at“Transfer Restrictions” above, that shareholder will berequired to offer its shares pro rata, first to a warehousearrangement or employee benefit trust to be held for allocationto current or future directors, officers or employees and then,to the extent not taken up, to the remaining holders of AOrdinary Shares, B Ordinary Shares and C Ordinary Sharespro rata as if they constituted a single class.

If all shares are not taken up under the offers described above,then the selling shareholder will be entitled to sell suchordinary shares within a period of 3 months to any person onterms no more favourable (including as to price) than thoseoffered to the existing shareholders.

“New Share Issues” Pre-emption rights apply for any proposed issue of new shares,and the shareholders will have at least 10 Business Days toparticipate pro rata in any issue of new shares. Thesepre-emption rights shall not operate if at any time the B OrdinaryShares and/or C Ordinary Shares have been disenfranchised oftheir voting rights (see “Share Ranking” above).

“Debt Refinancing” In the event that funds cannot be drawn under the HSBC facilityagreement (described at paragraph 9 above) and as a result eitheradditional funds are drawn under the Investec facility agreement(also described at paragraph 9 above) or the Inflexion Fundssubscribe for in excess of £9,268,686.47 nominal value loannotes in Astra, then if such Investec or Inflexion funding is notrefinanced by way of third party debt within 25 weeks of theadoption of the articles of association of Astra Topco, certain BOrdinary Shares and C Ordinary Shares will be reclassified as“deferred shares” such that the A Ordinary Shares will representbetween 58.5 per cent. and 63.5 per cent. of the Ordinary Shares,the B Ordinary Shares will represent between 33.94 per cent. and38.94 per cent. of the Ordinary Shares and the C Ordinary Shares

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will represent 2.56 per cent. of the Ordinary Shares. In the eventof a debt refinancing between £10m and £13m, the B OrdinaryShares will reduce to between 33.94 per cent. and 38.94 per cent.and pro rata on a sliding scale and the A Ordinary Shares willincrease to between 58.5 per cent. and 63.5 per cent. pro rata ona sliding scale, and the C Ordinary Shares will be adjusted suchthat they always constitute 2.56 per cent. of the Ordinary Shares.

“Exit Shares” The Exit Shares will be held by Roderick Flavell, DavidTempleman, Andrew Brown and Sheila Flavell. The ExitShares carry no rights, save that in the event that the InflexionFunds receive a return on a sale, listing or winding up(together with any previously received dividends and otherdistributions) an amount equal to three times money investedby way of shares and loan notes, the holders of the Exit Sharesshall be entitled to receive an additional 5 per cent. of theproceeds above this amount. This return will be distributedamongst the holders of the Exit Shares pro rata to theirholdings of such shares.

11. Material Changes

Save as disclosed in this document, there has been no material change in the financial or tradingposition of Astra Topco or Astra since the date of its incorporation.

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PART V

FINANCIAL INFORMATION ON FDM

The financial statements of the FDM Group included in its Annual Report and Accounts for thefinancial years ended 31 December 2006, 2007 and 2008, together with the audit reports on them, andthe Interim Accounts of FDM for the 6 months ended 30 June 2009, including the information set outbelow, are incorporated by reference into this document and are available in “read only” format forviewing or downloading, free of charge, on the company website at www.fdmgroup.com. The auditreports for each of the financial years ended 31 December 2006, 2007 and 2008 were unqualified. Thefinancial statements for each of the financial years ended 31 December 2007 and 2008 were preparedin accordance with IFRS and the financial statements for the financial year ended 31 December 2006were prepared in accordance with UK GAAP.

Incorporation of information by reference

1. Turnover, net profit or loss before and after tax deduction, the charge for tax, extraordinary items,minority interests, the amount of earnings attributable to share holders and earnings per share forthe three financial years 2006, 2007 and 2008:

• FDM Group Plc Annual Report and Accounts 2008; page 20

• FDM Group Plc Annual Report and Accounts 2007; page 20

• FDM Group Plc Annual Report and Accounts 2006; page 20

2. The amount absorbed by dividends and dividends per share:

• FDM Group Plc Annual Report and Accounts 2008; under paragraph 19 (page 39)

• FDM Group Plc Annual Report and Accounts 2007; under paragraph 19 (page 39)

• FDM Group Plc Annual Report and Accounts 2006; under paragraph 10 (page 30)

3. Details related to items referred to in paragraph 1 above (where disclosed) in respect of theInterim Accounts of FDM Group Plc for the 6 months ended 30 June 2009:

• FDM Group Plc Interim Accounts dated 30 June 2009; page 9

4. A statement of the assets and liabilities shown in the audited accounts for the year ended31 December 2008:

• FDM Group Plc Annual Report and Accounts 2008; page 21

5. A cash flow statement as provided for in the audited accounts for the year ended 31 December 2008:

• FDM Group Plc Annual Report and Accounts 2008; page 22

6. Significant accounting policies together with any points from the notes to the FDM Groupaccounts which are of major relevance to an appreciation of the figures:

• FDM Group Plc Annual Report and Accounts 2008; page 26 to 41

• FDM Group Plc Annual Report and Accounts 2007; page 26 to 45

• FDM Group Plc Annual Report and Accounts 2006; page 26 to 38

The information referred to in paragraphs 1, 2, 3, 4 and 5 above has not been published in an inflationadjusted form.

FDM will send within two business days, without charge, to each person to whom a copy of thisdocument has been sent, on their request, a copy of any documents incorporated by reference in thisdocument. Requests should be addressed to Neville Registrars at Neville House, 18 Laurel Lane,

24.2(e)

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Halesowen, West Midlands B63 3DA or made by telephoning the shareholder helpline between 9.00 a.m.and 5.00 p.m. (London time) Monday to Friday (except UK public holidays) on 0121 585 1131 fromwithin the UK or on +44 121 585 1131 if calling from outside the UK. Calls to the helpline from outsidethe UK will be charged at applicable international rates. Different charges may apply to calls from mobiletelephones and calls may be recorded and randomly monitored for security and training purposes. Thehelpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.

62

PART VI

ADDITIONAL INFORMATION

1. Responsibility

(a) The Astra Directors (both of whose names are set out at paragraph 1(e)) accept responsibility forthe information contained in this document other than information for which the InvestmentCommittee of Inflexion alone accepts responsibility, as set out below and the information forwhich the FDM Directors and the Independent Director accept responsibility as set out below. Tothe best of the knowledge and belief of the Astra Directors, (who have taken all reasonable careto ensure that this is the case), the information contained in this document for which they acceptresponsibility is in accordance with the facts and does not omit anything likely to affect the importof such information.

(b) The Investment Committee of Inflexion (all of whose names are set out at paragraph 1(f)) acceptsresponsibility for the information contained in this document relating to Inflexion and theInflexion Funds. To the best of the knowledge and belief of the Investment Committee ofInflexion (who have taken all reasonable care to ensure that such is the case), such informationfor which they are responsible is in accordance with the facts and does not omit anything likelyto affect the import of such information.

(c) The FDM Directors (all of whose names are set out at paragraph 1(g)) accept responsibility for theinformation relating to FDM, the FDM Group, and themselves and their immediate families, relatedtrusts and connected persons other than the recommendation of the Offer by the IndependentDirector. To the best of the knowledge and belief of the FDM Directors (who have taken allreasonable care to ensure that such is the case), such information for which they are responsible is inaccordance with the facts and does not omit anything likely to affect the import of such information.

(d) The Independent Director accepts responsibility for his recommendation of the Offer containedin this document and the background to and reasons for his recommendation. To the best of theknowledge and belief of the Independent Director (who had taken all reasonable care to ensurethat such is the case), such information for which he is responsible is in accordance with the factsand does not omit anything likely to affect the import of such information.

(e) The directors of Astra, a company incorporated in England and Wales and whose registered officeis at 43 Welbeck Street, London W19 8DX, are:

John Hartz (Director)Richard Swann (Director)

(f) The members of the Investment Committee of Inflexion are:

John HartzCharles ThompsonTim SmallboneSimon Turner

(g) The FDM Directors are:

Roderick Neil Flavell (Chief Executive Officer)Sheila May Flavell (Chief Operations Officer)Ivan Martin (Non-Executive Chairman)Karl Monaghan (Non-Executive Director)David Templeman (Chief Financial Officer)Andrew Brown (Global Sales Director)

24.2(e)

19.2(a)Note 6

63

2. Disclosure of interests, short positions and dealings in relevant securities

(a) Interests in FDM securities

(i) As at the last day of the disclosure period, the interests and short positions in FDMsecurities of FDM Directors, their immediate families, related trusts and (so far as FDMDirectors are aware having made due and careful enquiry) any other person whose interestsin FDM securities a director is taken to be interested in pursuant to Part 22 of theCompanies Act 2006, all of which are beneficial unless otherwise stated were as follows(and as set out in sub-paragraph (a)(ii) below):

Name Number of FDM Shares

Andrew Brown 142,333Roderick Neil Flavell 1,880,000Sheila May Flavell 236,924Ivan Martin 15,000Karl Monaghan 15,000

Notes:(a) Roderick Flavell is also interested in: (i) the 236,924 FDM Shares held by his wife Sheila Flavell and (ii) an

additional 13,333 FDM Shares held by his dependants.

(b) Sheila Flavell is also interested in the 1,880,000 FDM Shares held by her husband, Roderick Flavell.

(c) Andrew Brown is also interested in the 73,129 FDM Shares held by his wife, Kate Brown.

(ii) As at the last day of the disclosure period, the interests (all of which are beneficial unlessotherwise stated) in options over FDM Shares of FDM Directors, their immediate families,related trusts and (so far as FDM Directors are aware having made due and careful enquiry)any other person whose interests in FDM Shares a director is taken to be interested inpursuant to Part 22 of the Companies Act 2006 were as follows:

Period Number ofExercise during FDM

price which Sharesper FDM option over which

Date of Share normally optionsName Scheme Grant (pence) exercisable exercisable

Andrew Brown Approved Scheme May 2000 55p May 2003 to 6,000May 2010

Andrew Brown Approved Scheme December 2000 55p December 2003 17,000to December 2010

Andrew Brown EMI Scheme 7 April 2005 1p 7 April 2008 to 30,0006 April 2015

Andrew Brown EMI Scheme 7 April 2005 78p 7 April 2008 to 10,5006 April 2015

Andrew Brown EMI Scheme 8 September 2005 1p 8 September 2008 20,000to 7 September 2015

Sheila Flavell EMI Scheme 7 April 2005 78p 7 April 2008 to 6,7506 April 2015

Notes:(a) Andrew Brown is also interested in 8,250 FDM Shares which are the subject of an option granted to his wife,

Kate Brown, pursuant to the EMI Scheme on 7 April 2005 and 4,500 FDM Shares which are the subject of anoption granted to his wife, Kate Brown, pursuant to the EMI Scheme on 8 September 2005.

(iii) As at the last day of the disclosure period, the interests and short positions in FDMsecurities of an associated company of FDM or by a pension fund of FDM or of any of itsassociated companies or by an employee benefit trust of FDM or of any of its associatedcompanies, were as follows:

Name Details of FDM Securities

FDM Group Trustees Limited (in its 20,075capacity as trustee of the EBT)

24.3(a)(i)24.3(a)(ii)(b)25.3(a)(ii)(c)25.3(a)(ii)(d)

Note 1on Rule24.3

25.3(a)(ii)(b)

25.3(a)(ii)-(a)

25.3(a)(ii)-(a)

64

(iv) Dealings in FDM securities between the start of the Offer Period and the Printing Date byFDM Group Trustees Limited in its capacity as trustee of the Employee Benefit Trust wereas follows:

Nature of Number of Price perDate Transaction FDM securities FDM Share

4 June 2009 Disposal 2,500 86.5 pence4 June 2009 Disposal 3,500 78 pence24 June 2009 Purchase 15,000 120 pence24 June 2009 Purchase 30,300 122 pence25 June 2009 Disposal 6,750 78 pence25 June 2009 Disposal 2,500 86.5 pence25 June 2009 Disposal 900 78 pence25 June 2009 Disposal 4,000 86.5 pence1 July 2009 Disposal 3,250 78 pence14 July 2009 Disposal 4,500 86.5 pence14 July 2009 Disposal 4,000 78 pence22 July 2009 Disposal 4,000 78 pence2 September 2009 Purchase 20,000 130 pence13 November 2009 Disposal 4,500 86.5 pence

(b) General

(i) As of the last day of the disclosure period, save as disclosed in this paragraph 2, neitherAstra nor any of its subsidiaries nor any Astra Directors, their immediate families, relatedtrusts or (so far as the Astra Directors are aware having made due and careful enquiry) anyother person whose interests in relevant securities a director is taken to be interested inpursuant to Part 22 of the Companies Act 2006 nor any persons acting in concert withAstra, was interested, directly orr indirectly, in relevant securities nor had any right tosubscribe for, or any short position in relation to, or borrowed or lent, relevant securities,nor has any such person dealt in any relevant securities during the disclosure period.

(ii) As of the last day of the disclosure period, save as disclosed in this paragraph 2, neitherFDM, nor any FDM Directors, their immediate families, related trusts or (so far as theFDM Directors are aware having made due and careful enquiry) any other person whoseinterests in relevant securities a director is taken to be interested in pursuant to Part 22 ofthe Companies Act 2006, was interested, directly or indirectly, in relevant securities nor hadany right to subscribe for, or any short position in relation to, or borrowed or lent, relevantsecurities, nor has any such person dealt in any relevant securities between the start of theOffer Period and the Printing Date.

(iii) As of the last day of the disclosure period, save as disclosed in this paragraph 2, noassociated company of FDM, no pension fund of FDM or of any of its associatedcompanies, no employment benefit trust of FDM or of any of its associated companies andno connected adviser to FDM or to any of its associated companies or to a person acting inconcert with FDM and no persons controlling, controlled by or under the same control asany such adviser (except for an exempt principal trader or an exempt fund manager) wasinterested in relevant securities, nor had any right to subscribe for, or had any short positionin relation to, or borrowed or lent, relevant securities, nor has any such person dealt in anyrelevant securities between the start of the Offer Period and the Printing Date.

(iv) Save for the undertakings and letter of intent referred to in paragraph 5 below, noarrangement exists between any person and (A) Astra or any associate of Astra or anyperson acting in concert with Astra, or (B) FDM or any associate of FDM, in relation torelevant securities.

(v) There have been no purchases or redemptions of FDM securities during the disclosureperiod by FDM.

24.1225.5

25.3(b)25.3(b)25.3(c)

25.3(b)25.3(b)25.3(c)

24.3(b)24.3(b)24.3(c)

25.3(a)(ii)(e) and (f)25.3(c)

65

(c) Definitions

For the purposes of this paragraph 2:

(i) “arrangement” includes any indemnity or option arrangement and any agreement orunderstanding, formal or informal, of whatever nature which may be an inducement to dealor refrain from dealing.

(ii) “associate” means:

(A) any parent, subsidiary, fellow subsidiary and associated company of Astra or (as thecase may be) FDM and any company of which any such parent, subsidiary, fellowsubsidiary or associated company is an associated company (“relevant companies”);

(B) connected advisers and persons controlling, controlled by or under the same controlas such connected advisers;

(C) the Astra Directors or the FDM Directors or the directors of any relevant company(together in each case with any member of their immediate families or relatedtrusts); and

(D) the pension funds of Astra or FDM or of any relevant company;

(E) an investment company, unit trust or other person whose investments an associatemanages on a discretionary basis, in respect of the relevant investment accounts;

(F) an employee benefit trust of Astra or FDM or any relevant company;

(G) a company having a material trading arrangement with Astra or FDM as the casemay be.

(iii) “connected adviser” means a corporate broker to Astra or FDM (unless unable to act inconnection with the Offer because of conflict of interest) or to an adviser, in relation to theOffer, to Astra, FDM or an associated company of Astra or FDM or, in relation to a personacting in concert with Astra or with the directors of FDM, to an adviser in relation to thematter which is the reason for that person being a member of the relevant concert party;

(iv) ownership or control of 20 per cent. or more of the equity share capital of a company isregarded as the test of associated company status and “control” means a holding, oraggregate holdings, of shares carrying 30 per cent. or more of the voting rights attributableto the share capital of a company which are currently exercisable at a general meeting,irrespective of whether the holding or holdings gives de facto control;

(v) “disclosure period” means the period which began on 3 June 2008 (the date 12 monthsprior to the commencement of the Offer Period) and ended on the Printing Date; and

(vi) “securities” means shares and securities convertible into, or rights to subscribe for, shares,options (including traded options) in respect thereof and derivatives referenced thereto and“FDM securities” and “Astra securities” shall be construed accordingly.

(vii) “relevant securities” means FDM securities and/or Astra securities except insub-paragraph (b)(i) and (iii) above when it means FDM securities.

(viii) “dealing” means:

(a) the acquisition or disposal of securities;

(b) the taking, granting, acquisition, disposal, entering into, closing out, termination,exercise (by either Astra or FDM) or variation of an option (including a traded optioncontract) in respect of any securities;

(c) subscribing or agreeing to subscribe for securities;

Defs

Defs

66

(d) the exercise or conversion, whether in respect of new or existing securities, or anysecurities carrying conversion or subscription rights;

(e) the acquisition of, disposal of, entering into, closing out, exercise (by either Astra orFDM) of any rights under, or variation of, a derivative referenced, directly orindirectly, to securities;

(f) entering into, terminating or varying the terms of any agreement to purchase or sellsecurities; and

(g) any other action resulting, or which may result, in an increase or decrease in thenumber of securities in which a person is interested or in respect of which he has ashort position.

(ix) a person has an “interest” in securities if he has a long economic exposure, whetherabsolute or conditional, to changes in the price of securities (but not if he only has a shortposition in such securities) and in particular if:

(a) he owns them;

(b) he has the right (whether conditional or absolute) to exercise or direct the exercise ofthe voting rights attaching to them or has general control of them;

(c) by virtue of any agreement to purchase, option or derivative he:

(1) has the right or option to acquire them or call for their delivery or

(2) is under an obligation to take delivery of them;

whether the right, option or obligation is conditional or absolute and whether it is in themoney or otherwise or

(d) he is party to any derivative:

(1) whose value is determined by reference to the price and

(2) which results, or may result, in his having a long position in them.

3. Market quotations

The following table sets out the Closing Price for FDM Shares (as derived from the AIM Appendix of theOfficial List), on the first business day in each of the six months prior to the Printing Date, on 3 June 2009(being the business day prior to the commencement of the Offer Period) and on the Printing Date:

Date FDM Share price (pence)

1 June 101.53 June 99.01 July 118.53 August 113.51 September 126.01 October 125.52 November 127.5Printing Date 138.5

4. Material contracts

Save for the Inducement Fee Agreement and Non-Solicitation Agreement, details of which are set out inparagraph 10 of Part I of this document, there are no contracts, other than contracts entered into theordinary course of business, which have been entered into by FDM or any of its subsidiaries during theperiod beginning two years before the commencement of the Offer Period which are or may be material.

24.2(d)(viii)

Defs

67

5. Irrevocable undertakings, letter of intent and Share Exchange Agreements

(a) Under the Share Exchange Agreements, the Management Team have agreed to sell to Astra (i) theManagement FDM Shares amounting to, in aggregate, 1,565,946 FDM Shares, representingapproximately 6.74 per cent. of the existing issued share capital of FDM and (ii) the ManagementOption Shares, amounting to, in aggregate, 189,750 FDM Shares which certain members of theManagement Team will acquire when they exercise certain options granted to them pursuant tothe EMI Scheme.

(b) Astra has received an irrevocable undertaking from Rod Flavell to accept the Offer in respect ofa total of 780,142 FDM Shares (such FDM Shares being, together with the FDM Shares whichhe has agreed to sell pursuant to the Share Exchange Agreement, his entire legal and beneficialholding of FDM Shares). This irrevocable will cease to be binding if the Independent Directorceases publicly to recommend the Offer.

(c) In addition, Astra has received irrevocable undertakings to accept the Offer and vote in favour ofthe Resolution or to procure that any other person accepts the Offer and votes in favour of theResolution from the following FDM Shareholders:

Name Number of FDM Shares

Independent Director1 15,000AXA Framlington, the equity divisionof AXA Investment Managers UK Limited2 2,578,217Hargreave Hale Limited2 320,000Brian Divett3 1,516,667Gwenda Divett3 840,000Jacqueline Mosseri-Marlio3 2,208,333Julian Divett3 1,094,000Paloma Trading Inc. (the ultimate 1,200,000beneficiary being Judi Ann Divett)3

1 This irrevocable undertaking will cease to be binding if the Independent Director ceases publicly to recommendthe Offer.

2 These irrevocable undertakings will cease to be binding if a competing offer is announced (in accordance with Rule 2.5of the Code) to acquire the issued share capital of FDM at an offer price which represents a value of not less than thesum of 110 per cent. of the value of the Offer Price under the Offer.

3 These irrevocable undertakings will cease to be binding if (i) a competing offer is announced (in accordance withRule 2.5 of the Code) to acquire the issued share capital of FDM at an offer price of higher than 135 pence per FDMShare, or (ii) the Independent Director changes or amends his recommendation of the Offer.

(d) In addition, Astra has received a non-binding letter of intent from Henderson Global InvestorsLimited to accept the Offer and vote in favour of the Resolution in respect of 317,916FDM Shares.

(e) In aggregate, Astra has therefore:

• received irrevocable undertakings and a non-binding letter of intent to accept the Offer orto procure that any other person accepts the Offer, and has an agreement to acquireFDM Shares under the Share Exchange Agreements, in respect of a total of 12,436,221FDM Shares (excluding Management Option Shares), representing approximately53.56 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 theResolution or to procure that any other person votes in favour of the Resolution in respectof a total of 10,090,133 FDM Shares representing approximately 48.54 per cent. of theFDM Shares held by Independent Shareholders.

Copies of the irrevocable undertakings and letter of intent are available for inspection byFDM shareholders for the period from posting of this document to the end of the Offer Period.

24.2(d)(x)25.6(b)

68

6. FDM Directors’ employment arrangements

Save as set out below, there are no service agreements in force between any FDM Director or anyproposed FDM Director and FDM or any of its subsidiaries and, save as disclosed in Part IV of thisdocument, no such contracts have been entered into or amended within 6 months of the date ofthis document.

The FDM Directors have entered into service agreements or letters of appointment on the following terms:

(a) David Templeman entered into a service agreement with FDM on 12 November 2007 pursuant towhich he agreed to act as an employee and chief financial officer of FDM and devote himselfexclusively to the performance of his duties during normal working hours. His continuousemployment with FDM commenced on 12 November 2007. The service contract will continueunless and until terminated by either party giving three months’ notice in writing to terminate theagreement. Other than the requirement for FDM to give notice there is no provision forcompensation to be paid upon termination of the agreement or for payment in lieu of such notice.David Templeman’s current basic salary is £125,000 per annum. He is entitled to discretionarybonus and in respect of the year ended 31 December 2008 he was paid a performance relatedbonus of £88,500. In respect of the current financial year to date he has been paid £20,000 by wayof bonus. He is also entitled to membership of a private health insurance scheme and a mobiletelephone for business use. He is currently entitled to 27 days’ holiday per annum inclusive ofstatutory holidays and in addition to bank and other public holidays which under the terms of hisagreement shall increase by one day per year up to 30 days per annum.

(b) Rod Flavell entered into a service agreement with FDM on 23 March 2005 pursuant to which heagreed to act as an employee and chief executive officer of FDM and devote himself exclusivelyto the performance of his duties during normal working hours. His continuous employment withFDM commenced on 1 January 1991. The service contract will continue unless and untilterminated by either party giving twelve months’ notice in writing to terminate the agreement.Other than the requirement for FDM to give notice there is no provision for compensation to bepaid upon termination of the agreement. Rod Flavell’s current basic salary is £240,000per annum. He is entitled to discretionary bonus and in respect of the year ended 31 December2008 he was paid a performance related bonus of £69,000 and received a pension contribution of£48,000. In respect of the current financial year to date he has been paid £48,000 by way ofbonus. He is also entitled to membership of a private health insurance scheme, pensioncontributions and a car allowance. He is entitled to 30 days’ holiday per annum inclusive ofstatutory holidays and in addition to bank and other public holidays.

(c) Sheila Flavell entered into a service agreement with FDM on 29 January 2008 pursuant to whichshe agreed to act as an employee and chief operations officer of FDM and devote herselfexclusively to the performance of her duties during normal working hours. Her continuousemployment with FDM commenced on 4 May 1998. The service contract will continue unless anduntil terminated by either party giving twelve months’ notice in writing to terminate theagreement. Other than the requirement for FDM to give notice there is no provision forcompensation to be paid upon termination of the agreement or for payment in lieu of such notice.Sheila Flavell’s current basic salary is £140,000 per annum. She is entitled to discretionary bonusand in respect of the year ended 31 December 2008 she was paid a performance related bonus of£80,000. In respect of the current financial year to date she has been paid £36,000 by way ofbonus. She is also entitled to membership of a private health and dental insurance scheme and acar allowance. She is entitled to 30 days’ holiday per annum inclusive of statutory holidays andin addition to bank and other public holidays.

(d) Andrew Brown entered into a service agreement with FDM on 29 January 2008 pursuant to whichhe agreed to act as an employee and global sales director of FDM and devote himself exclusivelyto the performance of his duties during normal working hours. His continuous employment withFDM commenced on 1 September 1994. The service contract will continue unless and untilterminated by either party giving twelve months’ notice in writing to terminate the agreement.Other than the requirement for FDM to give notice there is no provision for compensation to bepaid upon termination of the agreement or for payment in lieu of such notice. Andrew Brown’s

25.4(a)

25.4(b)

69

current basic salary is £140,000 per annum. He is entitled to discretionary bonus and in respect ofthe year ended 31 December 2008 he was paid a performance related bonus of £80,000. In respectof the current financial year to date he has been paid £36,000 by way of bonus. He is also entitledto membership of a private health insurance scheme and a car allowance. He is entitled to 30 days’holiday per annum inclusive of statutory holidays and in addition to bank and other public holidays.

(e) Ivan Martin entered into a letter of appointment with FDM dated 1 October 2006 pursuant to theterms of which an annual director’s fee of £60,000 is payable to Ivan Martin. His appointment isterminable on six months’ written notice and he is entitled to payment in lieu of notice ontermination. He is also entitled to reimbursement for reasonable expenses.

(f) Karl Monaghan entered into a letter of appointment with FDM dated 1 November 2005 pursuantto the terms of which an annual director’s fee of £6,000 is payable. His appointment is terminableon six months’ written notice and he is entitled to payment in lieu of notice on termination. He isalso entitled to reimbursement for reasonable expenses.

(g) Pursuant to a consultancy agreement between FDM and Ashling Capital LLP dated 1 November2005, which is terminable on 6 months’ written notice, Karl Monaghan’s consultancy services areprovided for two days per month. His current consultancy fee is £31,500 per annum (exclusive ofVAT) and a fee of £1,500 is payable for each additional day that Karl Monaghan’s services areprovided to FDM. In respect of the year ended 31 December 2008, a fee of £31,500 was paid toAshling Capital LLP pursuant to the consultancy agreement.

7. Financing arrangements

The details of the funding available to Astra are set out in Part IV of this document.

As required by the Code, Ernst & Young, as financial adviser to Astra, has confirmed that it is satisfiedthat sufficient resources are available to Astra to satisfy in full the cash consideration payable pursuantto FDM Shareholders under the terms of the Offer.

8. Persons acting in concert

(a) The persons who, for the purposes of the Code are acting, or deemed to be acting in concert withAstra include:

(i) Astra Topco, Inflexion and the Inflexion Funds;

(ii) the Astra Directors;

(iii) the Inflexion Funds Portfolio Companies;

(iv) the Management Team;

(v) Ernst & Young, whose registered office is at 1 More London Place, London, SE1 2AF,financial adviser to Astra in connection with the Offer; and

(vi) Altium, whose registered office is at 30 St James’ Square, London SW1Y 4AL, corporatebroker to Astra in connection with the Offer.

(b) The persons who, for the purposes of the Code are acting, or deemed to be acting in concert withFDM include:

(i) the FDM Directors, other members of the FDM Group and associated companies ofmembers of the FDM Group; and

(ii) Brewin Dolphin, whose registered office is at 12 Smithfield Street, London EC1A 9BD,financial adviser to FDM in relation to the Offer.

24.2(d)(iii)

70

9. Bases and sources of information

Save as otherwise set out in this document, the following constitute the bases and sources of informationreferred to in this document:

(a) Financial information relating to the Inflexion Funds has been extracted from the relevantpartnership calls and distributions register.

(b) Unless otherwise stated, financial information relating to FDM has been extracted from theaudited financial statements of FDM for the year ended on the Accounting Date and the InterimAccounts of FDM for the 6 months ended 30 June 2009.

(c) References to the value of the Offer for the whole of the issued ordinary share capital of FDMassume the number of FDM Shares currently in issue to be 23,220,000.

(d) References to the availability to Astra of the necessary resources to implement the Offer in fullalso assume that there are currently options outstanding in respect of 417,850 unissuedFDM Shares.

(e) The Closing Price of a FDM Share is derived from the AIM appendix of the Official List for therelevant date.

(f) The amount of cash on the balance sheet of FDM of £9.5m at 30 June 2009 is taken from FDM’sInterim Results for the 6 months to 30 June 2009. On the basis of 23,220,000 FDM Shares inissue on the Printing Date, this amount of cash is equivalent to 40.7 pence per FDM Share. Thecash adjusted Offer Price is 100.3 pence (being 141.0 pence less 40.7 pence). The cash adjustedClosing Price on 3 June 2009 is 58.3 pence (being 99.0 pence less 40.7 pence).

(g) The number of FDM Shares to which the offer relates is 21,654,054.

(h) The number of FDM Shares held by Independent Shareholders is 20,787,540.

10. General

(a) Save as disclosed in this document, no proposal exists in connection with the Offer that anypayment be made or given by Astra to any person as compensation for loss of office or asconsideration for, or in connection with, his retirement from office.

(b) Save as disclosed in this document, no agreement, arrangement or understanding (including anycompensation arrangement) exists between Astra or any person acting in concert with Astra andany of the directors, recent directors, shareholders or recent shareholders of FDM or any personinterested or recently interested in FDM Shares, having any connection with or dependence on ,orwhich is conditional upon the outcome of, the Offer.

(c) There is no agreement, arrangement or understanding whereby any FDM Shares to be acquiredby Astra pursuant to the Offer will be transferred to any other persons except that Astra reservesthe right to transfer any FDM Shares acquired to any member of the Astra Group or any nominee.Save as disclosed in this document, no such person holds any interests in FDM securities.

(d) Ernst & Young has given and has not withdrawn its written consent to the issue of this documentwith the inclusion of the references to its name in the form and context in which they appear.

(e) Altium has given and has not withdrawn its consent to the issue of this document with theinclusion of the references to its name in the form and context in which they appear.

(f) Brewin Dolphin has given and has not withdrawn its written consent to the issue of this documentwith the inclusion of the references to its name and its recommendation in the form and contextin which they appear.

(g) Except as disclosed elsewhere in this document, the FDM Directors are not aware of any materialchange in the financial or trading position of FDM which has occurred since the Accounting Date.

25.2

24.2(h)25.1(c)

24.8

24.5

19.1Note 3

71

11. Documents available for inspection

Copies of the documents referred to below will be available for inspection at the offices of Astra’ssolicitors, Eversheds LLP of One Wood Street, London EC2V 7WS, during normal business hours on anyweekdays (Saturdays, Sundays and public holidays excepted) while the Offer remains open for acceptance:

(a) the Memorandum and Articles of Association of FDM;

(b) the Memorandum and Articles of Association of Astra;

(c) the Memorandum and Articles of Association of Astra Topco;

(d) the published audited consolidated financial statements of FDM for each of the two financialyears ended 31 December 2007 and 31 December 2008 plus the Interim Accounts of FDM for the6 months to 30 June 2009;

(e) the service contracts of directors of FDM referred to in paragraph 6 above;

(f) the letters of consent referred to in paragraphs 10(d) to (f) above;

(g) the material contracts referred to in paragraph 4 above;

(h) the irrevocable undertakings and letter of intent described in paragraph 5 above;

(i) the material contracts referred to in Part IV of this document; and

(j) the Announcement, this document, the Form of Acceptance and the Form of Proxy.

26

72

PART VII

DEFINITIONS

“Acceptance Shares” has the meaning set out in Section B of Part III of this document

“Accounting Date” 31 December 2008

“acting in concert with Astra” has the meaning set out in Section B of Part III of this document

“agreements” arrangements, agreements, commitments, licences, permits,franchises, partnerships, joint ventures, authorisations orother instruments

“AIM” the AIM Market operated by the London Stock Exchange

“AIM Rules” the rules applicable to companies whose shares are traded on AIM,published by the London Stock Exchange, as amended from timeto time

“Altium” Altium Capital Limited, a private limited company incorporated inEngland and Wales under company number 01072627

“Announcement Date” 26 November 2009, being the date of the announcement by Astra, ofits firm intention to make the Offer

“Approved Scheme” the FDM Group plc Share Option Scheme

“Astra” Astra 5.0 Limited

the board of directors of Astra

“Astra Group” Astra Topco, its subsidiaries and subsidiary undertakings

“Astra Topco” Astra Topco Limited

“Australia” the commonwealth of Australia, its possessions and territories andall areas subject to its jurisdiction or any political subdivisionthereof

“authorisations” authorisations, orders, recognitions, grants, consents, licenses,confirmations, clearances, permissions and approvals

“Brewin Dolphin” Brewin Dolphin Limited, a company incorporated under the laws ofEngland and Wales with registered number 02135876

“business day” a day which is not a Saturday or Sunday or public holidayin England

“Canada” Canada, its possessions and territories and all areas subject to itsjurisdiction or any political subdivision thereof

not in uncertificated form

“Closing Price” the closing middle market quotation of a share as derived from theAIM appendix of the Official List

“Code or “City Code” the City Code on Takeovers and Mergers as from time to timeinterpreted by the Panel

“Companies Act 1985” the Companies Act 1985, as amended

“Companies Act 2006” the Companies Act 2006, as amended

“certificated” or “in certificated form”

“Astra Board” or “AstraDirectors”

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“Conditions” the conditions to the Offer which are set out in Section A of Part IIIof this document

“CREST” the relevant system (as defined in the CREST Regulations) of whichEuroclear is the Operator (as defined in the CREST Regulations)

“CREST Manual” the manual published by Euroclear

“CREST member” a person who has been admitted by Euroclear as a system-member(as defined in the CREST Regulations)

“CREST participant” a person who is, in relation to CREST, a system-participant (asdefined in the CREST Regulations)

“CREST payment” has the meaning given in the CREST Manual

“CREST Regulations” the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)

“CREST sponsor” a CREST participant admitted to CREST as a CREST sponsor

“CREST sponsored member” a CREST member admitted to CREST as a sponsored member

“Disclosed” fairly disclosed in writing by or on behalf of FDM to Astra orits advisers

“disclosure period” has the meaning set out in paragraph 2(c)(v) of Part VI ofthis document

“EBT” the FDM Group Employees Share Trust

“Electronic Acceptance” the inputting and settling of a TTE instruction which constitutes oris deemed to constitute an acceptance of the Offer on the terms setout in this document

“EMI Scheme” the FDM Group plc Enterprise Management Incentive ShareOption Plan

“Escrow Agent” Neville Registrars (in its capacity as an escrow agent as described inthe CREST Manual)

“ESA Instruction” an escrow account adjustment input (AESN), transaction type“ESA” (as described in the CREST Manual)

“Euroclear” Euroclear UK & Ireland Limited, a company incorporated under thelaws of England and Wales

“Ernst & Young” Ernst & Young LLP, a limited liability partnership registered inEngland and Wales with registered number OC300001

“Executive Management Team” Rod Flavell, David Templeman, Sheila Flavell and Andrew Brown

“FDM” FDM Group Plc

the board of directors of FDM

“FDM Group” FDM, its subsidiaries and subsidiary undertakings

“FDM Share Schemes” the Approved Scheme and the EMI Scheme

“FDM Shareholders” the holders of FDM Shares

“FDM Shares” the existing unconditionally allotted or issued and fully paidordinary shares of 1 penny each of FDM and any further such shareswhich are unconditionally allotted or issued fully paid, or credited

24.2(d)(iv)

“FDM Board” or “FDMDirectors”

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as fully paid, before the date on which the Offer closes (or suchearlier date as Astra may, subject to the Code, decide, not beingearlier than (a) the date on which the Offer becomes or is declaredunconditional as to acceptances or (b), if later, the first closing dateof the Offer)

“First Closing Date” 18 December 2009

“Form of Acceptance” the form of acceptance and authority relating to the Offer which isbeing sent to FDM Shareholders with this document

“Form of Proxy” the Form of Proxy for use at the General Meeting, which is beingsent to FDM Shareholders with this document

“FSA” the Financial Services Authority

“General Meeting” the general meeting of FDM Shareholders (and any adjournmentthereof) to be convened for the purposes of considering and ifthought fit, approving, the Resolution

“Independent Director” Karl Monaghan

either:

(a) an offer, scheme of arrangement, recapitalisation or othertransaction which involves a change of control (as defined inthe Code) of FDM; or

(b) any arrangement or transaction which involves orcontemplates the transfer of any interest in the whole, or amaterial part of the undertaking or assets and/or business ofFDM or the FDM Group,

which in each case is made or entered into by a third party which isnot an associate of or acting in concert (each as defined in the Code)with Astra

“Independent Shareholders” the FDM Shareholders other than the Management Team and theirconnected parties

“Inflexion” Inflexion Private Equity Partners LLP

“Inflexion Funds” the Inflexion 2006 Buyout Fund Limited Partnership and theInflexion Co-Investment Partnership

The Pump Group Limited, a private company with registerednumber 6119948, ICS Group Limited, a private company withregistered number 66666141, Pims Environmental ServicesLimited, a private company with registered number 6508847,Specialist Machine Developments (SMD) Limited, a privatecompany with registered number 6533623, Jack Wills Limited, aprivate company with registered number 3504842, Hamsard 3159Limited, a private company with registered number 6792959,One Advice group Limited, a private company with registerednumber 5296992, Paragroup Management Limited, a privatecompany with registered number 5952992, Purely Accountancy(Holdings) Services Limited, a private company with registerednumber 6643078, Rouge 1 Limited, a private company withregistered number 5611337 and Ridgebrick Limited, a privatecompany with registered number 5301626

“Inflexion Funds PortfolioCompanies”

“Independent InconsistentTransaction”

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“intellectual property” all patents, trademarks, trade names, service marks, copyrights,designs, databases and any applications therefore, schematics,technology, know-how, computer software, programs or applications(in both source code and object code form), and tangible or intangibleproprietary information or material

“interest” has the meaning set out in paragraph 2(c)(ix) of Part VI ofthis document

“ISIN Code” a UK international securities identification numbers

“Japan” Japan, its possessions and territories and all areas subject to itsjurisdiction or any political subdivision thereof

“legal proceedings” actions, suits, proceedings, investigations, references or enquiries

“Listing Rules” the listing rules made by the FSA under Part VI of the FinancialServices and Markets Act 2000

“London Stock Exchange” London Stock Exchange plc

“Management Arrangements” the arrangements relating to the investment by the ManagementTeam in the Astra Group and the service agreements to be enteredinto by certain members of the Management Team with Astra Topcoand Astra as set out in Part IV of this document

“Management Option Shares” the 6,750 FDM Shares which Sheila Flavell will acquire when sheexercises the option granted to her pursuant to the EMI Scheme,60,500 of the FDM Shares which Andrew Brown will acquire whenhe exercises the options granted to him pursuant to the EMI Scheme,the 47,500 FDM Shares which Heidi Taylor will acquire when sheexercises the options granted to her pursuant to the EMI Scheme, the25,791 of the FDM Shares which Jon Taplin will acquire when heexercises the options granted to him pursuant to the EMI Scheme,the 6,750 FDM Shares which Steve Buxton will acquire when heexercises the option granted to him pursuant to the EMI Scheme, the8,250 FDM Shares which Ben Pattison will acquire when heexercises the option granted to him pursuant to the EMI Scheme, the8,300 FDM Shares which Alistair Rutherford will acquire when heexercises the options granted to him pursuant to the EMI Scheme,13,009 of the FDM Shares which Catherine Cheek will acquire whenshe exercises the options granted to her pursuant to the EMI Scheme,the 4,500 FDM Shares which Lee Ballancore will acquire on theexercise of the option granted to him pursuant to the EMI Schemeand the 8,400 FDM Shares which Henry Duddy will acquire whenhe exercises the options granted to him pursuant to the EMI Scheme

“Management FDM Shares” 1,099,858 of the FDM Shares registered in the name of GiltspurNominees Limited and beneficially held by Rod Flavell, the 15,000FDM Shares registered in the name of and beneficially held by IvanMartin, the 236,924 FDM Shares registered in the name of E*TradeUK Nominees Limited and beneficially held by Sheila Flavell, the142,333 FDM Shares registered in the name of TD WaterhouseNominees (Europe) Limited and beneficially held by AndrewBrown, 9,000 of the FDM Shares registered in the name of andbeneficially held by Heidi Taylor, 13,500 of the FDM Sharesregistered in the name of and beneficially held by Jon Taplin, 19,000of the FDM Shares registered in the name of and beneficially heldby Steve Buxton, 8,000 of the FDM Shares registered in the name

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of TD Waterhouse Nominees (Europe) Limited and beneficiallyheld by Nik Thorneley, 14,044 of the FDM Shares registered in thename of James Capel Nominees Limited and beneficially held byBen Pattison and 8,287 of the FDM Shares registered in the name ofand beneficially held by Henry Duddy

“Management Team” Rod Flavell, Sheila Flavell, Andrew Brown, David Templeman,Ivan Martin, Heidi Taylor, Jon Taplin, Steve Buxton, Nik Thorneley,Ben Pattison, Alistair Rutherford, Catherine Cheek, Lee Ballancoreand Henry Duddy

“member account ID” the identification code or number attached to any member accountin CREST

“Neville Registrars” Neville Registrars Limited

“Offer” the recommended offer, made by Astra to acquire all of the issuedand to be issued FDM Shares (other than the Management FDMShares and the Management Option Shares) on the terms andsubject to the conditions set out in this document and the Form ofAcceptance and, where the context so requires, any subsequentrevision, variation, extension or renewal thereof

“Offer Document” this document

“Offer Period” the period commencing on 4 June 2009 until whichever of thefollowing dates shall be the later (a) the First Closing Date and(b) the date on which the Offer lapses or is withdrawn and (c) thedate on which the Offer becomes unconditional as to acceptances

“Offer Price” 141 pence per FDM Share

“Official List” the daily official list of the London Stock Exchange

“Overseas Shareholders” FDM Shareholders who are citizens, nationals or residents of orotherwise subject to jurisdictions outside the UK or their nominees,custodians or trustees

“Panel” the Panel on Takeovers and Mergers

“participant ID” the identification code or membership number used in CREST toidentify a particular CREST member or other CREST participant

“Printing Date” 27 November 2009, the latest practicable date prior to the posting ofthis document

“Regulatory Information Service” as defined in the Listing Rules

“relevant asset” land, property or other asset now or previously owned, occupied ormade use of by any past or present member of the Wider FDMGroup

“relevant persons” governments, governmental, quasi-governmental, supranational,statutory, investigative, regulatory or administrative bodies or tradeagencies, associations, institutions or courts, or professional orenvironmental bodies, or any other persons or bodies whatsoever inany jurisdiction

“Resolution” the ordinary resolution to be proposed at a general meeting of FDMto approve the Management Arrangements

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“securities” has the meaning set out in paragraph 2(c)(vi) of Part VI ofthis document

“Senior Employees” Heidi Taylor, Jon Taplin, Steve Buxton, Nik Thorneley,Ben Pattison, Alistair Rutherford, Catherine Check, Lee Ballancoreand Henry Duddy

“Share Exchange Agreements” the share exchange agreements entered into between theManagement Team and Astra on 25 November 2009, wherebyconditional on the Offer becoming wholly unconditional Astraagrees, among other things, to purchase and each of theManagement Team agrees to sell their respective ManagementFDM Shares and Management Option Shares in exchange for loannotes issued by Astra

“TFE instruction” a transfer from escrow instruction (as defined by the CRESTManual)

“TTE instruction” a transfer to escrow instruction (as described in the CREST Manual)in relation to FDM Shares in uncertificated form meeting therequirements of paragraph 14(b) of the letter from Ernst & Youngset out in Part II of this document

“third party” person, firm, company or body

“treasury shares” treasury shares (as defined in section 974(6) of the Companies Act2006) of FDM

“UK” or “United Kingdom” the United Kingdom of Great Britain and Northern Ireland

recorded on the relevant register of the share or security concernedas being held in uncertificated form in CREST, and title to which,by virtue of the CREST Regulations, may be transferred by meansof CREST

“United States” or “US” the United States of America, its territories and possessions, anystate of the United States of America and the District of Columbiaand all other areas subject to its jurisdiction

“US person” as defined in Regulation S under the US Securities Act

“US Securities Act” the US Securities Act 1933, as amended, and the rules andregulations promulgated under such Act

“Wider Astra Group” Astra Topco and its subsidiaries, subsidiary undertakings,associated undertakings and any other undertakings in which Astraand/or such subsidiaries or undertakings (aggregating theirinterests) have a substantial interest

“Wider FDM Group” FDM and its subsidiaries, subsidiary undertakings, associatedundertakings and any other undertakings in which FDM and/or suchsubsidiaries or undertakings (aggregating their interests) have asubstantial interest

In this document:

11.1 the expressions “subsidiary”, has the meaning given by the Companies Act 1985 and theexpressions “subsidiary undertaking”, “associated undertaking” and “undertaking” have themeanings given by the Companies Act 2006;

11.2 references to £ or pounds and p or pence are to pounds sterling and pence being the lawfulcurrency of the United Kingdom; and

11.3 references to time are to London time.

This document was despatched on 27 November 2009.

24.2(d)(ii)

“uncertificated” or “in uncertificated form”

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FDM GROUP PLC(Registered in England No. 2542980)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of the Company will be held at the offices ofDechert LLP, 160 Queen Victoria Street, London EC4V 4QQ at 11.00 a.m. on 15 December 2009 forthe purpose of considering and, if thought fit, passing the following resolution, which will be proposedas an Ordinary Resolution:

ORDINARY RESOLUTION

THAT, the arrangements which are described in the offer document published on behalf of Astra 5.0Limited and the Company dated 27 November 2009 (the “Offer Document”) (a copy of which is producedto the meeting and signed for identification purposes by the Chairman of the meeting) between AstraTopco Limited, Astra 5.0 Limited and the Management Team (as defined in the Offer Document), be andare hereby approved in the context of the Offer (as defined in the Offer Document) notwithstanding thatsuch arrangements are not extended to all shareholders of the Company.

Dated: 27 November 2009

Registered Office: By order of the Board2nd Floor Lanchester House David TemplemanTrafalgar Place SecretaryBrightonEast SussexBN1 4FL

Notes:

1. Any member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies (who need not be amember of the Company) to exercise all or any of his rights to attend, speak and vote at the meeting instead of the member.Completion and return of a Form of Proxy will not preclude a member from attending and voting at the meeting in person,should he subsequently decide to do so.

2. In order to be valid, any Form of Proxy and a power of attorney or other authority under which it is signed, or a notarially certifiedor office copy of such power or authority, in order to be valid, must reach the Company’s Registrars, Neville Registrars, NevilleHouse, 18 Laurel Lane, Halesowen, West Midlands B63 3DA, not less than 48 hours before the time of the meeting or of anyadjournment of the meeting together with, if appropriate, the power of attorney or other authority (if any) under which it is signedor a notarially certified or office copy of such power or authority. In the case of a member, which is a company, the proxy formmust be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

3. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. Amember may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, pleasesign and date the form of proxy and attach a schedule listing the names and addresses (in block letters) of all of your proxies, thenumber of shares in respect of which each proxy is appointed (which, in aggregate, should not exceed the number of shares heldby you) and indicating how you wish each proxy to vote or abstain from voting. If you wish to appoint the Chairman as one ofyour multiple proxies, simply write “the Chairman of the Meeting”. If a member wishes his proxy to speak on his behalf at themeeting he should appoint his own choice of proxy (not the Chairman) and give his instructions directly to them.

4. In the case of joint holders, the signature of only one of the joint holders is required on the form of proxy. In the event that morethan one of the joint holders purports to appoint a proxy, the appointment submitted by the first named on the register ofmembers of the Company will be accepted to the exclusion of the other joint holder.

5. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against theresolution, If no voting indication is given, a proxy may vote or abstain from voting at his or her discretion. A proxy may vote(or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

6. In order to revoke a proxy instruction a member will need to send a signed hard copy notice clearly stating your intention torevoke a proxy appointment to Neville Registrars Limited, 18 Laurel Lane Halesowen West Midlands B63 3DA together with,if appropriate, the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copyof such power or authority. In the case of a member which is a company the notice must be executed under its common seal orsigned on its behalf by an officer of the company or an attorney for the company.

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7. As permitted by and Regulation 41 of the Uncertificated Securities Regulations 2001, shareholders (including those who holdshares in uncertificated form) must be entered on the Company’s share register at 11.00 a.m. on 13 December 2009 (or if themeeting is adjourned, entered on the register of members of the Company 48 hours before the time fixed for the adjournedmeeting) in order to be entitled at attend and vote at the meeting. Such shareholders may only cast votes in respect of sharesheld at such time. Changes to entries on the relevant register after that time shall be disregarded in determining the rights of anyperson to attend or vote at the meeting.

8. The total number of ordinary shares of 1 penny in issue as at 27 December 2009, the last practicable day before printing thisdocument was 23,220,000 ordinary shares.

9. The members of the Management Team (as defined in the Offer Document) are considered by the Panel (as defined in the OfferDocument) to be interested in the outcome of the Resolution and accordingly the Management Team and their connectedpersons have undertaken not to vote on the Resolution, which will be conducted by a poll of the Independent Shareholders (asdefined in the Offer Document).

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Millnet Financial (8477-01)