Company No: 142200
Fujitsu Services Holdings PLC (the “Company”)
Written Resolutions of the Directors of the Company pursuant to Article 97(A) of the Articles
of Association of the Company
Letter of Comfort for Post Office Limited
Reference was made to:
1. The agreement between Fujitsu Services Limited ("Fujitsu Services"), formerly
International Computers Limited, and Post Office Limited ("POL") dated 28 July
1999 as subsequently amended (the "Existing Agreement").
2. The Deed of Guarantee ("Guarantee") dated 31 December 2002 between Fujitsu
Services Holdings pic and POL.
It was noted that the Company's subsidiary Fujitsu Services and POL were about to agree to
implement certain changes to the Existing Agreement. The proposed amendments would be
implemented in accordance with the terms of the Existing Agreement by way of a Change
Control Note (as defined in the Existing Agreement) (the "HNG-X CCN").
The HNG-X CCN would vary and restate the Existing Agreement (the agreement as varied
and restated being referred to as the "Amended Agreement") to incorporate the agreed
changes into the Amended Agreement and to extend the term of the Amended Agreement to
31 March 2015. The value of the extension was expected to be £230m over five years.
In light of the changes to the Existing Agreement POL had asked the Company to confirm
and agree that:
1, the provisions of the Guarantee would continue to apply to the Amended Agreement.
Where, in accordance with clauses 1.4, 1.5 or 1.6 of the Amended Agreement the
provisions of Part C of Schedule A6 of the Amended Agreement apply, the provisions
of the Guarantee would continue to apply to the Amended Agreement as varied in
accordance with the provisions of Part C of Schedule A6 of the Amended Agreement;
2. the term of the Agreement would be extended to 31 March 2015 on the terms of the
Amended Agreement save where the provisions of Part C of Schedule A6 of the
Amended Agreement apply (as referred to in paragraph 1 above) in which case the
term of the Amended Agreement would expire on 31 March 2010;
3. as envisaged by clause 3 of the Guarantee, the Company would not be discharged or
released from the Guarantee by reason of any of the amendments contained in the
HNG-X CCN (including the extension of the term of the Amended Agreement) being
implemented; and
4. once the HNG-X CCN had been entered into, the provisions of the Guarantee would
apply as though the reference to the agreements in the definition of "Agreement" in
Recital J of the Guarantee was solely to the Amended Agreement.
A draft of the letter (the “Letter”), confirming and agreeing the points listed above, is attached
to this Resolution. Nothing in the Letter would act to release, waive or discharge (in whole or
in part) any liability of the Company pursuant to the Guarantee whether such liability arises
‘on, before or after the date of the Letter.
060801_ FSH Written Res re PO PCG letter.doc
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Company No: 142200
Having considered the proposed form of Letter and concluded that, from the Company's
point of view, the’ arrangements were satisfactory and that it was accordingly in the best
interests of the Company to issue the Letter it was RESOLVED that the Letter be approved
and, subject to such changes to the form of Letter as Mr Courtley or Mr Christou might agree
to make to it, the Letter be executed by the Company and delivered to POL.
R Christou
Date: August 2006
D Courtley “Hirata
Date: August 2006 Date: (<4 August 2006
jararie i A Nagai Gj
lly “Uy August 2006 Date: ard August 2006
August 2006
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Company No: 142200
Having considered the proposed form of Letter and concluded that, from the Company's
point of view, the arrangements were satisfactory and that it was accordingly in the best
interests of the Company to issue the Letter it was RESOLVED that the Letter be approved
and, subject to such changes to the form of Letter as Mr Courtley or Mr Christou might agree
to make to it, the Letter be executed by the Company 2 and delivered to POL.
T Adachi
Date:
D Courtley —_
Date: ist 2006
H Madarame
Date: August 2006
¥ Nagano feet e eee
Date: August 2006
060801_ FSH Written Res re PO PCG letter.doc
R Christou
Date: pe 2006
Wiig
Date: August 2006
i Nagai cee eee e eee
Date: August 2006
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Company No: 142200
Having considered the proposed form of Letter and concluded that, from the Company's
point of view, the arrangements were satisfactory and that it was accordingly in the best
interests of the Company to issue the Letter it was RESOLVED that the Letter be approved
and, subject to such changes fo the form of Letter as Mr Courtley or Mr Christou might agree
to make to it, the Letter be executed by the Company and delivered to POL.
T Adachi . R Christou
Date: August 2006 Date: August 2006
D Courtley
Date: August 2006
August 2006
Nagano
Date: August 2008
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Company No: 142200
Having considered the proposed form of Letter and concluded that, from the Company's
point of view, the’ arrangements were satisfactory and that It was accordingly in the best
interests of the Company to issue the Letter it was RESOLVED that the Letter-be approved
and, subject to such changeé to the form of Letter as Mr Courtley or Mr Christou might agree
to make to it, the Letter be executed by the Company and delivered to POL.
R Christou
August 2006 Date: August 2006
DCourtley 4 EP Higa TTT
Date: August 2006 Date: August 2006
iS
Date: df August 2006
“Y Nagano" y7 i
Date: /JU “August 2006
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[To be placed on Fujitsu Services Holdings letterhead]
The Directors
Post Office Limited
80-86 Old Street
London EC1V SNN
[insert date]
Dear Sirs,
We refer to the following:
41. The agreement between Fujitsu Services Limited (Fujitsu Services") and Post Office
Limited ("POL") dated 28 July 1999 as subsequently amended (the “Existing
Agreement").
2. The Deed of Guarantee ("Guarantee") dated 31 December 2002 between Fujitsu
Services Holdings plc and POL.
We understand that Fujitsu Services (our subsidiary) and POL are about to agree to certain
changes to the Existing Agreement. The proposed amendments are to be implemented in
accordance with the terms of the Existing Agreement by way of a Change Control Note (as
defined in the Existing Agreement) (the "HNG-X CCN").
The HNG-X CCN will vary and restate the Existing Agreement (the agreement as varied and
restated being referred to as the "Amended Agreement") to incorporate the agreed changes into
the Amended Agreement. One of these changes will be the extension of the term of the
Amended Agreement to 31 March 2015, subject to clauses 1.4, 1.5 and 1.6 of the Amended
Agreement.
In anticipation of the HNG-X CCN being executed and in consideration for your agreeing to
amend the terms of the Existing Agreement pursuant to the HNG-X CCN we confirm and agree
that:
1. the provisions of the Guarantee shall continue to apply to the Amended Agreement.
Where, in accordance with clauses 1.4, 1.5 or 1.6 of the Amended Agreement the
provisions of Part C of Schedule A6 of the Amended Agreement apply, the provisions of
the Guarantee shall continue to apply to the Amended Agreement as varied in
accordance with the provisions of Part C of Schedule A6 of the Amended Agreement;
2. the term of the Agreement shall be extended to 31 March 2015 on the terms of the
Amended Agreement save where the provisions of Part C of Schedule A6 of the
Amended Agreement apply (as referred to in paragraph 1 above) in which case the
term of the Amended Agreement shall expire on 31 March 2010;
01889577,6UC17
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3. as envisaged by clause 3 of the Guarantee, we will not be discharged or released from
the Guarantee by reason of any of the amendments contained in the HNG-X CCN
(including the extension of the term of the Amended Agreement) being implemented;
and
4. once the HNG-X CCN is entered into, the provisions of the Guarantee shall apply as
though the reference to the agreements in the definition of "Agreement" in Recital J of
the Guarantee is solely to the Amended Agreement.
Nothing in this letter shall act to release, waive or discharge (in whole or in part) any liability of
Fujitsu Services Holdings plc pursuant to the Guarantee whether such liability arises on, before
or after the date of this letter.
The fact that we are providing this letter on this occasion shall not be taken to mean that any
action by us is necessary to cause the provisions of the Guarantee to apply to the Agreement as
amended from time to time.
This letter shall be governed by, and construed in accordance with, English law and we hereby
submit to the non-exclusive jurisdiction of the Courts of England in respect of any dispute which
might arise in connection with this letter.
Yours faithfully
[insert name/title]
for and on behalf of FUJITSU SERVICES HOLDINGS PLC
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