No. 96056
Fujitsu Services Limited
Written Resolutions of the Directors of the Company pursuant to the Articles of Association of
the Company.
1 Post Office HNG-X CCN
Reference was made to an agreement between the Company, formerly International
Computers Limited, and Post Office Limited ("POL") dated 28 July 1999 as subsequently
amended (the "Existing Agreement").
it was noted that the Company 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 and
the revisions included the re-engineering of the Horizon application and a revision to the
services including a data centre move to Belfast and next day engineering services.
The Directors considered the changes and agreed that the extension and amendments were
in the best interests of the Company, consequently it was RESOLVED that the HNG-X CCN
be approved and, subject to such changes to it as Mr Courtley or Mr Christou might agree,
Mr Peter Rowley or any Director be authorised fo sign the HNG-X CCN for and on behalf of
the Company and that it be delivered to POL.
2 Proposal to close the Fujitsu Services Limited Representative Office in Serbia
Fujitsu Services Limited operated in Serbia and Montenegro through a direct sales operation
and a local company, Fujitsu Services d.o.0., which was a wholly owned trading subsidiary of
Fujitsu Services Limited.
The facilities of the Representative Office had not been used for many years and
consequently a proposal had been received to close it. The reasons supporting the proposal
were set out in a paper attached to this Resolution.
The Directors considered the attached proposal and agreed that it was in the best interests
of the Company to close the Representative Office in Serbia. Accordingly it was RESOLVED
that the Representative Office in Serbia be closed as soon as all legal and administrative
steps could be completed. It was further RESOLVED that any Director or the Company
Secretary be authorised to sign any documents necessary to effect the closure.
3 Fujitsu Services Management Committee
Whereas
There had been produced to the Directors of the Company (1) the Minutes of a meeting (the
“May Meeting”) of the Fujitsu Services Management Committee (the “FSMC”) held on 18”
May 2006 (the “May Minutes”) and (2) the Agenda (the “August Agenda’) for a meeting (the
“August Meeting”) of the FSMC to be held on 24" August 2006.
060815_ FSL Written Res re PO Serbia and FSMC.doc
FUJ00003649
FUJ00003649
We, being all the Directors of the Company, hereby RESOLVE that
1 the deliberations of the FSMC at the May Meeting as recorded in the May Minutes and
the resolutions of the Committee passed at such meeting, so far as they concer the
Company, be adopted as the deliberations and resolutions of the Board and that those
proceedings be approved, ratified and confirmed in all respects; and
2 the consideration by the FSMC at the August Meeting of the business set forth in the
August Agenda be authorised and approved.
Richard Chrisigu
Date: ‘gust 2006
Brian Harris —_
Date: August 2006 Date: 24 rugust 2006
Date: August 2006
060815_ FSL Written Res re PO Serbia and FSMC.doc
FUJ00003649
FUJ00003649
We, being all the Directors of the Company, hereby RESOLVE that
41 the deliberations of the FSMC at the May Meeting as recorded in the May Minutes and
the resolutions of the Committee passed at such meeting, so far as they concern the
Company, be adopted as the deliberations and resolutions of the Board and that those
proceedings be approved, ratified and confirmed in all respects; and
2 __ the consideration by the FSMC at the August Meeting of the business set forth in the
August Agenda be authorised and approved.
Richard Christou
Date: August 2006
Brian Harris
Date: August 2006
“Takashi Yamada
Date: August 2006
060815_ FSL Written Res re PO Serbia and FSMC.doc
Date: August 2006
Roger Leek
Date: August 2006
FUJ00003649
FUJ00003649