FUJ00003695
FUJ00003695
2.
COMPANY SECRET FUJITSU
FUJITSU SERVICES HOLDINGS PLC
FUJITSU SERVICES LIMITED
FUJITSU SERVICES OVERSEAS HOLDINGS LIMITED
FUJITSU SERVICES (INVESTMENTS) LIMITED
(the “Companies”)
Minutes of a Meeting of the Fujitsu Services Management Committee
of the Boards of Directors of the Companies
Held at 14.30 pm on Wednesday 14" February 2007
eee a
Present: Mr. R. Christou (Chairman)
Mr. T. Adachi
Mr. D. Courtley
Mr. B. Harris
Mr. H. Hirata
Mr. C. Ito
Mr. H. Madarame
In attendance: Mr. T. Katayama
Mr. H. Kinoshita
Mr. H. Kubo
i (Secretary)
Mr. N. Nagayama
Mr. S. Nakao
Mr H. Sugishima
Mr. S. Takeichi
Mr. M. Yagi
Mr. T. Yamada
Mr. S. Yamasaki
Apologies:
07/01 Minutes of the Meeting held on 15'" November 2006
The minutes of the preceding meeting were agreed and the
Chairman would sign them on behalf of the committee.
07/02 Chief Executive Officer's Report FSMC/07/01
Mr Courtley presented his report FSMC/07/01 that had been
circulated prior to the meeting.
No questions were raised.
{ FILENAME } -l-
COMPANY SECRET
07/03
07/03
Chief Financial Officer's Report
Mr Harris presented his report FSMC/07/02.
Mr Hirata expressed thanks for Fujitsu Services’ contribution to the
group.
In response to questions, Mr Courtley advised that it would be a
challenge to achieve the profit target that FS had committed to for
the year to 31*' March 2007 but the importance of exceeding that
target was recognised. It was unlikely to be known before the end
of the year whether the stretch target of £172 million could be
achieved.
Mr Harris explained that the percentage increase in operating
expenses forecast for the 07 full year budget was greater than the
percentage increase in revenues due to the inclusion of TDS and
the way TDS classified costs. If TDS were removed, in fact,
operating expenses were £14 million below MTP.
PBT of £173.7 million was proposed, being the incorporation of the
TDS business case at a loss of £3.3 million for the cost of funding
the acquisition with the FS MTP of £177 million.
Following a discussion about the negative impact on revenues of
the loss of the bid to Centrica and delays on the DIl and NHS
projects and the positive contribution to revenues of TDS and,
potentially, other projects in the pipeline, it was eventually agreed
that FS would cover the costs of funding the acquisition of TDS and
would revise its budget for PBT for the year to 31%! March 2008 to
the £177 million projected in the MTP.
Major Bids Report
Mr Courtley presented the Major Bids Report FSMC/07/03 drawing
attention to the Reuters bid which was a global outsource of desk
top support. This would be a good reference for other global
customers if it were won but competition was fierce because
competitors recognised that there was a further opportunity with
respect to Reuters in-house development of operational software.
He raised concerns about the ability of other Fujitsu companies to
deliver support capability to FS commenting that it was unfortunate
that FS had to use a subcontractor in the USA rather than a Fujitsu
company. In Asia, FS had already demonstrated to Reuters that it
could provide service from Singapore and had been able to build
upon that.
{ FILENAME } -2-
FUJ00003695
FUJ00003695
2.
FUJITSU
FSMC/07/02
FSMC/07/03
COMPANY SECRET
07/04
07/05
07/06
07/07
07/08
07/09
07/10
Mr Courtley also highlighted the FSA bid which had been won using
Triole and offshore services from ICL-KMECS.
Mr Yamada added that a FSH Parent Company Guarantee would
be required for the FSA contract.
Mergers & Acquisitions
The M&A report which had been circulated prior to the meeting was
taken as read as M&A had been the subject of a separate meeting
earlier in the day.
Offshore Update
The Offshore report which had been circulated prior to the meeting
was taken as read as this had been the subject of a separate
meeting earlier in the day.
Major Accounts Report
Mr Courtley introduced the Major Accounts Report FSMC/07/06.
He advised that with respect to the NHS Account, there had been
increased press comment this week as an FS employee had made
some unauthorised comments to the press about the programme.
This had disturbed both the customer and FS and action was being
taken to regulate the situation.
Major Disputes — Progress Report
The major disputes progress report FSMC/07/07 was noted by the
meeting.
HR Manpower Report
This report FSMC/07/08 was noted by the meeting.
JP Morgan Guarantee
Approval was granted for FSH to provide a guarantee in a normal
form of a banking guarantee with respect to the indebtedness of a
subsidiary to JP Morgan, and to extend the guarantee to relevant
subsidiaries as they were introduced into the new Cash
Management System which was being introduced with JP Morgan in
place of the current processes with Citibank.
Delegated Financial Authorities
The Delegated Financial Authorities as set out in paper FSMC/07/10
were adopted subject to the replacement of the words “without limit”
with the words “within the approved budget” in paragraph 4.1.
{ FILENAME } -3-
FUJ00003695
FUJ00003695
2.
FUJITSU
FSMC/07/04
FSMC/07/05
FSMC/07/06
FSMC/07/07
FSMC/07/08
FSMC/07/09
FSMC/07/10
COMPANY SECRET
07/11
07/12
07/13
07/14
07/15
Chairman
{ FILENAME
Signed and Sealed Documents
The list was noted and the documents signed or executed as deeds
ratified, approved and confirmed.
Minutes of the Corporate Governance Committee
The Minutes of the Corporate Governance Committee meeting that
took place on 6" November were noted.
Minutes of the Audit Committee
The Minutes of the Audit Committee meeting that took place on 6"
November were noted.
Any other business
There was no other business.
Date and location of next meeting
The next Meeting of the Committee would take place on Thursday
17th May 2007 in Tokyo.
The Chairman thanked everyone for their attendance. There being
no further business, he declared the meeting closed.
} -4-
FUJ00003695
FUJ00003695
2.
FUJITSU
FSMC/07/11
FSMC/07/12
FSMC/07/13