COMPANY SECRET
FUJITSU SERVICES HOLDINGS PLC
FUJITSU SERVICES LIMITED
FUJITSU SERVICES (INVESTMENTS) LIMITED
(the “Companies”)
2.
FUJITSU
Minutes of a Meeting of the Fujitsu Services Management Committee
of the Boards of Directors of the Companies
Held at 2.00 pm on Thursday, 18 March 2004
Irrelevant
Present:
In attendance: Mr.
. Kurokawa
. Christou
. Adachi
. Courtley
. Hirata
. Kodama
. Madarame
. Nozoe
(Chairman)
=
ATITOAAT
(Secretary)
. Harris
Mr. Y. Katsuya
Mr. H. Kubo
04/08
04/09
Introduction
The Chairman sent a message saying that he had been slightly
delayed, asking Mr Christou to begin without him. Mr Christou
accordingly declared the Meeting open. The Chairman joined the
Meeting after a few minutes.
Chief Financial Officer’s Report — Q3 Actuals,
Year to Date Actuals, Q4 Forecast
Mr Christou requested Mr Adachi and Mr Harris to take the Meeting
through the finance papers entitled “Fujitsu Services — Q3 Actuals,
Feb Actuals, Q1 Budget 2003/04”.
Mr Harris explained that the principal pages were laid out in four
blocks, comprising the Q3 Actuals (“Q3A”), the results for February
2004, the Actuals for the eleven months of the year to date (YTD) and
the Q1 Budget (“Q1B’) for the full year
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Beginning with page 1, Summary P&L, and the Q3A, Total Revenue
was £455.4m, £15m down on the Q3B figure of £470.3m. The figure
included the pull forward of £18m of VME (consisting of £8m referable
to Northern Rock, £6m to EDS and £4m to the MoD). TUM, at £28.9m
(Q3B: £36.5m) had been affected by the deferral of a Centrica order
for VME and delays in progress of the deal with BT Syntegra. Public
Sector had achieved ££26.3m against Q3B: £29.2m because of
delays in the signing of contracts like the Norfolk and Norwich Health
Authority. Nordic, at £74.2m and Q3B: £86.0m was down £8m on
MCD product sales.
Gross margin at 21.7% was better than Q3B: 19.6% due to the VME
pull forward. Accruals had been made totalling £4m for CWS and
Transys legal fees, but the margin was still £6.6m more. Net Opex
had been £(80.3m) against Q3B: £(78.5m), the £2m increase being
due to accruals to cover additional incentive payments related to the
increased profit in the Q4 budget (“Q4B”). There had been hardly any
rationalisation expenditure in Q3 — £(0.1m) against £(1.8m) as it had
been possible to redeploy staff concerned within Core.
Operating profit was up £7m at £20.7m against Q3B: £14.1m. Interest
costs had only been £(0.1m) compared with Q3B: £(1.3m), reflecting
the improved cashflow, itself the product of a very good effort at
collecting receivables promptly. Profit before tax (“PBT”) was £20.6m,
well up on Q3B: £12.8m.
Total headcount, at 14,282, was in line with Q3B.
Moving on to the figures reported in the second block, February
Month, Total Revenue was behind budget, down to £142.7m from the
Q4 Budget (“Q4B”) figure of £154.1m. The shortfall arose as follows.
Integrators were down £10m due to the slippage of Liberata sales.
FSRT were £4m lower because of the loss of the prospective Royal
Bank of Scotland project and delays on LloydsTSB and BMI. Public
Sector had had trouble bringing deals to signature, as already
mentioned and so were down £2.9m. Nordic were down £6.7m
because of slow sales of MCD products.. Compensating these
reductions were £3m more of VME revenue from Centrica in TUM,
£4m additional spend by the Ministry of Defence and £4m more on
PFls. Nevertheless, the general picture was that most business units
were down on their forecasts.
Gross margin had been 23.2%, well above the 16.9% in Q4B. Total
Gross Margin was £33.0m compared with £26.0m Q4B. Total Net
Opex was down by £6m at £(23.0m), achieved through savings in
Group HQ. Rationalisation showed a major movement, from £(0.1m)
in Q4B to £(7.2m), reflecting the EMEA transformation programme to
move away from break fix activity to outsourcing in order to improve
margins. This provision was included in March in the Q4B.
Operating profit was positive at £3.4m compared with Q4B loss of
£(2.6m). Cashflow has remained positive, with interest income of
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£0.1m. Profit before tax was £3.5m compared with £(2.9m) loss in
Q4B. Headcount was 271 less than Q4B due to EMEA in the
Netherlands.
The third block, February YTD, showed total revenues of £1527.7m,
about £27m down for the reasons already given. Gross margin had
been 21.7%, £1.5m above Q4B due to the pull forward of revenues
due in March benefiting the margin by £16m. Total Net Opex at
£(290.1m) was £11.8m lower than Q4B: £(301.9m) Reducing
spending in HQ was the major saving, whilst Nordic was £2m lower
from its restructuring. Rationalisation was higher at £(17.6)m than
Q4B: £(11.8m) due to proving for the EMEA transformation
programme.
Operating profit at £33.6m was substantially ahead of Q4B £10.7m
and interest costs were £(1.9m) compared with Q4B £(3.0m). Profit
on disposal was up £2.5m to £7.1m, compared to Q4B: £4.6m. This
was due to the OBS disposal in Nordic. Profit before tax was £39.1m,
compared with £12.7m in Q4B.
Mr Madarame asked about the transformation charges in EMEA. Mr
Courtley explained that the charges resulted from action by EMEA’s
Director, Mr Escudier, to make management and sales changes in
and to incur training and marketing costs. These changes were
designed to improve the performance of the businesses in the main
EMEA countries.
Turning to the fourth block, Q1 Budget (Full Year), Revenue was
down from Q4B: £1,765.8m Q4B to £1,733.2m. The main reason for
this reduction was the performance of Nordic MCD. Total Net Opex
was, at £(326.8m), slightly less than Q4B: £(329.3m). Rationalisation,
at £(17.9m), was up on Q4B: £(13.1m). Operating profit stood at
£45.2m compared with £48.6m in Q4B. Interest was better at £(1.9m)
compared with Q4B: £(3.4m), reflecting a much improved cashflow.
Profit on disposal was £6.4m (Q4B: £4.6m). Headcount was 14,381
compared with 14,356 in Q4B.
The revenue figures were broken down by business unit on page 2.
FSRT, TUM, Integrators and Public Sector were all down compared
with Q4B. In FSRT, this was due to delays with the Lloyds TSB, BMI
and Reuters projects. Slippage was also the cause in TUM.
Integrators’ sales were down from reduced sales of MCD products
and Public Sector had also had slippage. Central Government,
however, was £16m up on Q4B because of higher customer activity,
particularly the MOD, and the Post Office was also up, as was EMEA.
Nordic, however, was down because of the reduced MCD sales.
Pages 3-11 contained Revenue Analyses by business. It was noted
that most of the revenues were coming from existing customers.
Page 12 contained details of Margin by business. In the fourth block,
Q1B Full Year (“FY”) was £378.7m, Q4B was £379.6m. In the Q1B
figures there, Integrators was up at £51.2m on the Q4B figure of
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£47.1m, but Public Sector was down at £26.6m compared with
£32.1m as a result of lower revenues and higher costs on the Transys
dispute. Group Accounting also showed £3.0m negative margin,
representing provision against CWS.
Page 13 related to Opex by business unit. The total Q1B figure of
£326.8m in the fourth block was slightly lower than Q4B. this was due
to savings in EMEA and Nordic, with NHS costs going £1m higher.
Page 14 showed Ratex by business. The main change here was
EMEA, where Q1B was £7.8m., compared with £2.3m in Q4B.
Page 15 showed Operating profit by business.
Page 16 showed total Headcount by business. This stood at 14,381,
a slightly greater number than that for Q4B (14,356). FSRT were up
from the Reuters contract. Central Government down, with the
transfer of 240 service delivery staff to Core offsetting the increases
from the MoD and NHS wins. The movement in Core, from 5,246 to
5,699, was due to the transfer from Central Government and
additional staff for Aspire and NHS. The EMEA loss of the Casema
contract in Holland and the outsourcing of break fix in Germany,
however, had decreased staff there from 3,199 to 2,895 and there
had also been a reduction in Nordic from the disposal of On line
billing systems.
Page 17 was a pictorial representation of the headcount movements.
Page 18 was the Summary Balance Sheet. Cash had been £12.6m at
the end of February 2004, mainly owing to the MoD, including
advance payments, and to efficient collection of receivables. The
February Actual figure for Fixed Assets stood at £119.2m, with the
figures for the Q1 Budget (Full Year) being £147.7m Q4B and
£152.9m Q1B, reflecting the purchase of assets for Aspire. The
Company's cash position was improved at £24.9m Q1B.
Page 20 showed Inventories for Central Government. The Q1B figure
was down on Q4B (£105.5m against £120.0m) because of delayed
new projects.
Page 22 covered Payables and Accruals by business. The MoD was
again responsible for the increase from £63.1m to £92.0m in Central
Goverment from the higher activity in MoD and Libra contract
accruals.
Page 23 showed Summary Cash Flow.
Page 24 set out Capital Expenditure and Depreciation. The FY/Q1B
figure for capital expenditure was £85.1m.
Mr Harris invited comments and questions.
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Mr Kodama noted that profit before tax was expected to be £50m this
year compared with £30m last year and £37m in the original budget.
He also noted that there had been over £12m of cash at the end of
February and so no need to borrow. He commented that the effect of
the recent major bid wins would be to increase the need to borrow
later. Mr Adachi referred to the intention of the Ministry of Defence to
make certain payments early. He expected free cash to be about
£40m by the financial year end. The budget for next year had not yet
been finalised.
Mr Nozoe observed that this was the first time he had seen Fujitsu
Services’ financial reports. He was impressed by the way they were
presented and said he would like the opportunity to exchange views
with Fujitsu Services Finance Department with a view to taking
advantage of Fujitsu Services’ experience in Fujitsu Limited.
Mr Madarame said that Fujitsu was still waiting for results from China
— EMEA’s information came earlier, and there were different
measures for Europe. Mr Adachi replied that this had been so until
last year, but there was now more co-ordination.
Chief Financial Officer's Report - Q1 Budget FSMC/04/15d
2004/2005
Mr Adachi addressed the Q1 Budget 2004/05.
Beginning with page 1, Summary P&L, he explained that it included
the numbers for FC and FTSI. The numbers had not changed since
the mid-term plan (“MTP”) and was set out in three blocks — Q1, Q2
and FY.
Looking at Q1, total revenue at £463.1m was up from £435.8m in the
MTP. Gross margin was £87.8m. Total Net Opex was £(84.7m), up
from £(70.9m). Operating profit was down to £3.1m from £7.2m in the
medium term plan because of cancellation of the RBS project.
Rationalisation was, however, reduced from £(10.7m) in the MTP to
£(1.3m). Operating profit in the MTP was shown as £(1.0m) but the
Q1 figure was £4.5m. Interest was only £(1.2m) in Q1 compared with
£(2.1m) in the MTP and profit before tax according to the MTP had
been expected to be £(3.1m) loss, but this was changed to £3.3m —
an improvement of £6m. This outcome was the same as for Q1
2003/04, although that year had included a £3.7m gain on disposal.
The FY Q1B Total revenue was shown as £2047.3m compared with
the £1933.0m shown in the MTP. Total Gross Margin was £420.5m
compared with £396.7m in the MTP. Of this, £25.8m was attributable
to the impact of FC; the loss of the RBS project of course had a
negative impact. Total Net Opex was up at £356.9m. Operating profit
was £72.0m (MTP: £63.0m) and profit before tax £67.0m (2003/04:
£50.0m, which included a profit on disposal of £6.4m). The planned
increase in profit before tax was therefore 50% over the preceding
year.
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Page 2 comprised a Summary P&L for FC alone. This envisaged in
the FY Total revenue of £75.4m and a profit before tax of £9m.
Page 3 comprised a Summary P&L for FTSI alone; it envisaged in the
FY Total revenue of £38.9m and a profit before tax of £0.0m.
Page 5 comprised Revenue by business. Looking at Q1, FSRT was
£36.8m (MTP: £41.4m); TUM was up at £36.4m (MTP: £27.4m) — this
included £2m from FC; Public Sector was at £29.1m (MTP: £27.3m) —
again, including FC’s contribution; and Central Government at
£133.9m (MTP: £125.7m). The total for UK Services was £313.1m
(MTP: £296.2m). Total revenue was at £463.1m (MTP: £435.8m); this
included the contribution of FC but also reflected the negative effect
of the loss of the RBS project. Beginning in Q2 and going forward, the
numbers reflected the acceleration of the MTP. In the FY, TUM was
at £157.5m (MTP: £122.5m), including £7m from FC; the numbers for
Public Sector, Government and the Post Office were broadly
unchanged. The total for UK Services moved up to £1437.9m from
£1414.8m MTP. EMEA was budgeted to move to £312.3m from
£249.3m, with a contribution of £25.3m from FC. Adding in £5.4m
from the Japanese Oriented Companies led to a Fujitsu Services total
of £2047.3m (MTP: £1933.0m).
Page 6 contained a Revenue Analysis in terms of existing customers,
backlog, momentum and new business, and the following pages 7-14
more detailed analyses by business.
Page 15 contained Margin by business. In the FY, FSRT was at
£37.3m (MTP: £40.3m); TUM was at £37.7m (MTP: £26.8m); and
Public Sector down slightly at £31.8m (MTP: £33.7m). The negative
impact of a £4m Transys accrual was noted. The total for UK
Services was £302.2m. EMEA went up to £50.7m (MTP: £39.4m).
The total for Fujitsu Services in the FY was £420.5m (MTP:
£396.7m).
Page 16 comprised Opex by business. Mr Adachi noted the move to
£73.9m from MTP: £67.7m in Group HQ.
Page 17 comprised Ratex by business. In the full year, ratex in EMEA
was at £!0.7m in the MTP but this was now reduced to £1.3m in Q1B.
In Fujitsu Services as a whole, ratex was at £1.9m Q1B, which was
very low.
Page 18 set out the budgeted figures for Operating profit by business.
Pages 19-20 contained the headcount estimates and headcount
bridge, which reflected the integration of FC and FTS and the
consequent increase of 1638 heads. In Q2 a significant increase
(914) would occur on account of the Inland Revenue and a decrease
of 269 as a result of FC/FTSI rationalisation. Another 77 and 89
FC/FTSI heads were expected to go in Q3 and 4, respectively.
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Page 21 was the Balance sheet. Looking at the Net borrowings/Cash
line, it was noted that there would be net borrowings through Q1 and
Q2 with net borrowings of £25m at FY. This would include the
borrowings needed to-incur the costs in inventory for NHS.
Inventories by project were set out on page 23. By the end of the
year, the Company would be bearing a heavier burden.
Page 26 set out the Summary Cashflow. The position at the end of
2003/04 had been £77.8m free cash flow. The present year was
expected to end £40m negative, chiefly on account of incurring high
levels of costs held in inventories.
Page 28 dealt with capital expenditure by major project. The figures
for FY 2003-/04 of £19.1m and £14.6m for Aspire and HMCE,
respectively, now stood in FY/Q1B at £33.9m and £25.6m.
Mr Adachi added that the exact position over FTSI remained to be
resolved and that might affect the budget, but agreed with the
Chairman that the revision would not be major.
The Chairman commented that he was pleased to see that the
numbers in the budget were moving in line with Fujitsu Services’
plans.
He was, as the Meeting knew, intending to resign and hoped that his
successor as Chairman, Mr Christou, and the new Chief Executive,
David Courtley, and his team would continue to do a good job.
Minutes of Meeting held on 5 February 2003
Reverting to the Agenda, Mr Christou asked if there were any
comments on the draft minutes of the 5 February 2004 Meeting. The
Meeting approved the minutes and it was agreed that they should be
signed on behalf of the Meeting by any Director.
Chief Executive Officer’s Report FSMC 04/02
Mr Christou noted that the markets were moving up in Europe.
Although the terrorist attack in Madrid had shaken confidence, there
had been no substantial effect yet. He remained confident that the
Company’s targets would be achieved. Assuming they were, the profit
schemes, including Sharing in Success would pay out. Morale was
good and the pension plan consultation had been received well. The
final meeting to settle issues over FC and FTSI was imminent. The
principal remaining issue on the employee front at present was the
capability of middle management.
Mr Courtley agreed, saying that things had changed and for the
better, but some managers were not as effective as they needed to
be, and needed to given training. There had been positive feedback
in the employee survey, but also some criticisms, which were being
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addressed.
Mr Kurokawa asked about the kind of training proposed for
managers. Mr Courtley explained that it would be basic and suitable
for people leading smaller groups (often technical people who had no
management skills). The training would explain how to conduct
appraisals and give feedback. If people were not told about their
performance, morale would dip.
Major Bids Report FSMC 04/16
Mr Courtley presented this report and referred the Meeting to the
Board paper for further detail.
The MoD/DII bid was the next big challenge. There had been a
shortlist of three - EDS/Fujitsu, Lockheed Martin and CSC. Lockheed
Martin had decided not to proceed and EDS/Fujitsu was thought to be
a stronger contender than CSC. The third item on the list was the UK
Foreign and Commonwealth Office, a large Government opportunity
for desktop managed services, where the Company was on the
shortlist and thought to be well-positioned. This would be worth
£200m over seven years. Another Government project was Home
Office IND, where there were three competitors, Fujitsu, Sema (Atos)
and SBS. There was also another Home Office opportunity, worth
£99.8m over eight years, which was an extension of the Sirius
project. Major local government opportunities comprised Birmingham
City Council, worth £555 over fifteen years and Walsall Metropolitan
Borough Council, worth £400m over fifteen years. The list showed
that there were not many commercial sector bids and Mr Courtley
was aware of the need to tackle that challenge. Centrica was offering
the opportunity of a £60m Desktop IT Outsource which would permit
the Company to use both its Fujitsu Services and its Fujitsu
Consulting components. So far as one of Fujitsu’s competitors,
Accenture, was concerned, IBM, had let it down, whereas Fujitsu was
considered to be a good bidder and was well liked. The bmi deal —
worth £150m over ten years — had now been signed and would be a
valuable contract. The big news, of course, was that the NHS contract
had been won - it was worth £1200m over ten years. The RBS deal
had, however, been lost. Fujitsu had been selected, but the customer
had then changed its mind
Mr Kurokawa asked whether Fujitsu Services, with all the other work
it had on, could ensure delivery of these projects. Mr Courtley said he
believed it could. Peter Hutchinson would be looking after the NHS
project, a new senior manager had been recruited to look after Core
and Roger Gilbert (who would be taking over Aspire) was also
recruiting.
Mr Madarame commented on the need to find people with the right
characteristics to manage major projects like the NHS or DIl, and
upon decisions such as whether to recruit or to use offshore
resources. Mr Courtley agreed that it was necessary to think ahead.
Fujitsu Services was now a good place to work (and the marketing
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campaign had helped with that) so that recruitment was now easier.
Careful consideration was being given to the use of offshore
resources, as there were countries like the Philippines where there
were good people who were well trained. Mr Hirata added his voice to
these comments, commenting on FC’s approach to these issues. He
thought it important to put the company in a state of readiness. Mr
Christou agreed: the Company needed to attract senior people, use
Fujitsu Limited resources, redeploy people from FC in an effective
way and grip the question of outsourcing.
South Africa Recapitalisation FSMC/04/17
Mr Christou noted that there had been approval of a Rand 40m
injection by Fujitsu Services Holding B.V. (“FSBV”) (or one of its
subsidiaries) into ICL Technology Holdings Limited to ensure that it
and ICL SA did not trade insolvently. For the reasons explained in the
paper before the Meeting, that recapitalisation had not yet taken
place and it was now proposed that the amount in question should be
Rand 60m (about £4.76m). It was RESOLVED that the proposal be
approved and that steps be taken by Fujitsu Services Holdings PLC
to enable FSBV or its subsidiaries to complete the recapitalisation.
Items for noting and questions peMCIO4ts
Major Accounts Report — FSMC/04/18
Mr Courtley commented on this. So far as the NHS was concerned,
good relations had been developed with the Southern Cluster,
although there were concerns about the scale of the resources
needed and the Cluster had expressed some concerns about BT’s
responsiveness. As regards the Inland Revenue, all was going well
and regular meetings were taking place with CGEY. A red alert had
occurred on DTI Elgar on account of some slippage. The Post Office
was also going very well, although outages of the on-line services
had resulted in the placing of the service on red alert to ensure
effective analysis of the problem and its resolution. This was a
chronic, rather than a critical, problem. Mr Hirata and Mr Nagai were
helping to find sources of expertise in Japan which could offer
support.
Business Continuity Report — FSMC/04/19
Mr Christou presented this report, which was an update on the
February report, to the Meeting to note. The aim was to ensure that
the Company had a proper policy on business continuity
Norway Recapitalisation — FSMC/04/20
Mr Harris presented the paper on the recapitalisation of FS Norway
AS to the Meeting. It was RESOLVED that the proposal be approved
and that steps be taken by Fujitsu Services Holdings PLC to enable
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FSBV or its subsidiaries to complete the recapitalisation.
Disposals Programme — FSMC/04/21
Mr Christou presented this report. The Meeting noted its contents,
including the Online Billing Solutions (OBS) disposal in Finland.
Major disputes — progress report — FSMC/04/22
The main development had been the settlement of the Unisys dispute
for the payment by the Company of £13m, which was thought to be a
reasonable outcome. The Meeting noted the report.
HR Manpower report — FSMC/04/23
The Meeting noted the report.
Documents signed and sealed — FSMC/04/24
The Meeting noted, confirmed, ratified and approved the documents
listed, the dates of which fell in the period 23 January 2004 — 5 March
2004.
Other business
Touchdown ITriole
Mr Hirata referred to Project Touchdown, which Mr Courtley was
leading in conjunction with Mr Maeyama, Mr Tanakura and Mr Hirata
himself. The aim of this project was to alter Fujitsu Services’ culture.
Mr Courtlry explained that it would enable FS to embrace the Triole
concept, which had been devised as a way to find solutions for
customers’ problems in a manner similar to that used in Japan. It
moved away from the “best of breed” approach and was not to be
seen as just a marketing initiative. The concept aimed to be a clear
contrast to the business approach of competitors like IBM and HP.
Fujitsu Limited was providing good support, and Mr Madarame had
offered to second personnel to help. It was important to market the
concept in a joined up way, and talks were taking place with third
parties such as Fujitsu Siemens Computers to this end. Mr Hirata saw
the concept as sending a message to the global market.
Board changes
Mr Kurokawa referred to the changes that were to be made to the
Boards of Fujitsu Services Holdings PLC, Fujitsu Services Limited
and Fujitsu Services (Investments) Limited with effect from 1 April
2004. He was stepping down and Mr Christou would be Executive
Chairman, Mr Adachi would be Deputy Executive Chairman, Mr
Courtley would be Chief Executive Officer and Mr Madarame, Mr
Nozoe and Mr Nagai would join the Board of Fujitsu Services
Holdings PLC. Mr Harris would become Chief Financial Officer.
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Written resolutions of the Directors of the three companies would
shortly be circulated to give effect to these and related changes.
Mr Kurokawa added that in future Mr Christou and Mr Madarame
would report to Mr Akikusa on the discussions at the FSMC following
the meetings. Mr Kurokawa also suggested that Mr Christou and Mr
Madarame should decide upon the members of the FSMC.
Mr Christou thanked the Chairman for all his support for Fujitsu
Services — he was very sorry to lose him from the Board of FSH. He
was, however, glad to have Mr Madarame and Mr Nozoe joining the
Board. So far as he himself was concerned, he wanted to move on
from the role of CEO after three and a half years. The company was
stabilised and was making profits — it seemed a good time to hand
over to Mr Courtley who would continue on the course that had been
set and work to further the Board’s strategy.
Mr Courtley responded by saying that he intended to provide
continuity into the future and looked for the support of everyone in the
room.
The date of the next Meeting was left to be fixed by agreement [it will
in fact be held on Wednesday 9 June 2004 in London].
There being no further business, the Meeting ended.
Chairman
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