Recommended Offer to Acquire Unilog S'A'

1
Recommended Offer to Acquire Unilog S.A.

• Investor Presentation
• September 2005

2
Disclaimer

• This communication is made to and directed only
  at those persons having professional experience
  in matters relating to investments who fall
  within the definition of "investment
  professionals" in Article 19, or a person falling
  within Article 48(1), Article 49(2)(a) or Article
  50(1) of, The Financial Services and Markets Act
  2000 (Financial Promotion) Order 2005, (each of
  "Relevant Person"), and this communication must
  not be acted on or relied on by any person who is
  not a Relevant Person.
• This communication is confidential and may not be
  reproduced, redistributed or passed on directly
  or indirectly to any other person or published in
  whole or in part for any purpose.
• No offer, invitation or inducement to acquire
  shares or other securities in LogicaCMG plc
  ("LogicaCMG") is being made by or in connection
  with this communication. Any offer, invitation
  or inducement to acquire shares in LogicaCMG will
  be made solely by means of the LogicaCMG
  prospectus, as updated by any supplementary
  prospectus, scheduled to be published in
  connection with the proposed Rights Issue and
  proposed acquisition of the entire issued share
  capital of Unilog S.A, and any decision to keep,
  buy or sell LogicaCMG shares should be made
  solely on the basis of the information contained
  in such document(s).
• No part of this communication should form the
  basis of, or be relied on in connection with, any
  contract or commitment or investment decision
  whatsoever.
• The information communicated in relation to this
  document is not for publication or distribution
  in the United States of America, Canada,
  Australia, Japan or the Republic of South Africa
  or any other jurisdiction where such activity is
  unlawful.
• This communication does not constitute an offer
  of securities for sale in the United States of
  America. The securities proposed to be offered
  in LogicaCMG have not been and will not be
  registered under the Securities Act and may not
  be offered or sold in the United States of
  America except pursuant to an exemption from, or
  transaction not subject to, the registration
  requirements of the Securities Act.
• The statements contained in this document,
  particularly those regarding synergies,
  performance costs, divestments, and growth are or
  may be forward looking statements and reflect
  each management's current analysis and
  expectations, based on reasonable assumptions and
  on unaudited accounts of Unilog as of 30 June
  2005. By their nature, forward looking
  statements involve risk and uncertainty because
  they relate to events and depend on circumstances
  that will occur in the future.
• Actual results may differ materially from the
  statements made depending on a variety of
  factors, including, but not limited to,
  fluctuation in the level of clients' commercial
  activity, adverse change in the economic climate,
  the level of demand for new technology, a loss of
  key personnel, the quality and reliability of
  third party systems and whether LogicaCMG and
  Unilog are successfully integrated.
• LogicaCMG cannot predict such risks nor can they
  assess the impact, if any, of such risks on their
  business or the extent to which any risk, or
  combination of risks, may cause actual results to
  differ from those predicted in any forward
  looking statements. Accordingly, forward looking
  statements should not be relied upon as a
  prediction of actual results. Neither LogicaCMG,
  nor any other member of the LogicaCMG Group or
  affiliate, nor any adviser or person acting on
  their behalf, nor BNP Paribas, Merrill Lynch
  International or Hoare Govett (together the
  "Banks"), shall undertake to revise any forward
  looking statements, whether as a result of new
  information future events or otherwise.
• Neither LogicaCMG, nor any other member of the
  LogicaCMG Group or affiliate, nor any adviser or
  person acting on their behalf, nor the Banks,
  shall (without prejudice to any liability for
  fraudulent misrepresentation) have any liability
  whatsoever for loss however arising, directly or
  indirectly, from the use of the information
  communicated in relation to this document.
  Neither LogicaCMG, nor any other member of the
  LogicaCMG Group or affiliate, nor any adviser or
  person acting on their behalf, nor the Banks,
  makes any representation or warranty, express of
  implied, as to the accuracy or completeness of
  the information communicated in relation to this
  document.

3
Agenda

• Dr Martin Read
• Group Chief Executive, LogicaCMG
• Seamus Keating
• Chief Financial Officer, LogicaCMG
• Didier Herrmann
• Proposed Executive Director (France, Germany and
  Switzerland)

• Transaction summary
• Strategic rationale
• Overview of Unilog
• Enlarged group financials
• Transaction structure timetable
• Conclusion
• Appendices

4
Transaction summary

• Recommended offer for Unilog
• ...the gem of the French market, (Oddo
  Securities, 2 September 2005)
• 73 per share, valuing Unilog at 930 million
  (631 million)
• Block trade for acquisition of Unilog stock from
  7 executives comprising 32.3 of the share
  capital
• Fully underwritten 389 million rights issue
• New debt facility of 566 million
• Earnings enhancement in the first full year,
  growing thereafter
• Expect the acquisition to cover cost of capital
  in the second full year

5
LogicaCMG today

• A major international force in IT services and
  wireless telecoms with a leading position in
  Europe
• Around 21,000 staff
• Operating in 35 countries
• 1.7 billion revenues
• A broad portfolio of offerings across key
  industry sectors, including value-based
  outsourcing
• More than 40 years of experience in IT services
• A worldwide client base of blue-chip
  organisations

6
Strategic rationale

• LogicaCMGs strategic objectives
• World wide top ten player
• 30 to 40 of revenue from value based outsourcing
• Four significant profit generators in Europe
• Balanced market sector profile
• Powerful global delivery capability
• Creating value for stakeholders

• The addition of Unilog creates
• Significantly stronger position as a leading
  European IT services provider
• Number 4 in French market complements strong
  positions in the UK and The Netherlands
• A key opportunity to meet the increasing desire
  by customers for outsourced and offshore services
• A combined business in France capable of
  delivering margins in excess of 10
• The opportunity to cross-sell capabilities to
  European blue-chips

7
Strategic benefits

• Addresses LogicaCMGs issue of scale and market
  positioning in France
• Provides LogicaCMG with a strong French
  distribution channel for its vertical industry
  propositions and solutions
• Enables the combined French business to respond
  to the market trend towards larger, more complex
  deals and a smaller number of larger suppliers
• Allows Unilog the opportunity to support its
  clients globally and potentially to significantly
  increase share of wallet of Unilog and
  LogicaCMG key clients
• Improved platform in Germany
• Significant synergies
• Accretive to earnings from 2006

8
Management team

• Combined management team to include Unilog top
  executives
• Gerard Philippot joins LogicaCMG board as
  non-executive director, with particular
  responsibility for the integration phase
• Didier Herrmann joins LogicaCMG board as
  executive director and executive committee member
  in charge of France, Germany and Switzerland
• Aydin Azernour and Patrick Guimbal join executive
  committee in charge of respectively, IT Services
  in Paris and Consulting in France, Germany
  Switzerland
• Retention and incentivisation mechanisms in place
  for key managers and staff

9
Overview of Unilogsummary

• One of the most successful French mid-cap IT
  companies with particular strength in consulting,
  systems integration and application management
• Market leader in France for application
  management and Enterprise Application Integration
  (EAI)
• Growth ahead of the market in France every year
  since 1996
• More than 7,400 staff
• FY2004 revenues of 657million (447 million) and
  operating profit of 55.4 million (37.7 million)
• Growing consulting and systems integration
  business in Germany
• Strong French and German blue chip client base

10
Overview of Uniloghighlights

• One of the most profitable French IT services
  players
• French operating margin gt 10
• Strong brand image in consulting and systems
  integration
• Clear focus on blue chip customers and excellent
  penetration of key French accounts
• Strong expertise in several verticals, including
  manufacturing, finance and utilities
• Highly successful management team
• Entrepreneurial culture, but with strong
  financial controls
• Strong cash generation and positive net cash
  position (94 million)

11
Overview of Unilogcustomer relationships
Top customers 2004

• Long standing relationships with key customers
• 35 years (since foundation) Credit Agricole,
  France Telecom
• Less than 10 years AXA, Vivendi
• Others mostly between 20 and 30 years
• 20 defined Key Accounts with dedicated managers

30 of French Revenues
20 of German Revenues
12
Overview of UnilogUnilog in Germany

• Significant size ( 1,000 professionals)
• Consulting and Systems Integration strengthened
  by Avinci acquisition and trading profitably
• Avinci
• Founded by ex-IBM Deutschland managers
• Focused on large accounts
• Strong growth and high profitability
• Success based on strong technological skills
• Training business restructured

13
Financial overview of Unilog contribution by
country
Includes Avinci for 6 months Training
Division in Germany substantially restructured in
2004
14
Overview of Unilog current trading in 2005

• Consolidated revenue (non-audited) in H1 of
  373.8 million, up 20.1
• Organic growth in H1 remained strong at 13.4
• For FY 2005, the group should also benefit from a
  full year's contribution from Avinci
• Orders ahead of a year ago and Unilog will
  continue its strategy of profitable growth
• Unilog's management is positive as to prospects
  and outlook for the current financial fiscal year
  and beyond

15
Enlarged group financials
657m / 447m (2)
1,658m
2,106m
2004 revenue by geography 2004 revenue by
market sector 2004 operating profit by
geography
Source company data (1) Figures taken from the
audited accounts for the year ended 31 December
2004 including Avinci over 6months for Ulysses
and excluding Edinfor for LogicaCMG (2) Unilog
sales converted from into on the basis of
2004 average / exchange rate of 1.47 NB The
combined charts represent the simple addition of
the two individual data sets
16
Enlarged group financials operational synergies

• Operational synergies estimated at approximately
  19 million p.a. in full year
• Approximately 50 to be achieved in 2006
• Charge of 28 million to be taken as an
  exceptional item over 2006 and 2007
• Full impact to be achieved in 2007
• Optimisation of premises
• Increased staff utilisation in France by using
  Unilogs customer positioning to sell LogicaCMGs
  billable capacity
• Common systems and processes
• Reduction of duplicated overhead

Earnings enhancing in 2006, growing
thereafter Expect to cover cost of capital in 2007
17
Enlarged group financials revenue synergies

• Strongly complementary client bases /
  geographical footprint
• Leverage Unilogs client relationships to sell
  LogicaCMG proposals
• Industry solutions
• Blended global delivery
• Improved position of combined entity for large
  international outsourcing contracts with blue
  chip clients (LogicaCMG and Unilog)
• Win higher share of wallet with large clients
  thanks to broader and improved offering
• International business of multinational French
  clients
• Improve rates for existing LogicaCMG staff

Revenue synergies not included in accretion
expectations
18
Integration principles and structure
Planning
Delivery
Objectives
Cost savings
Cross-selling
Business as usual
People
Strategy Values
Common systems and processes
Functional plans
Business unit plans
Clarity, Speed and Commitment
Communication
19
Transaction structure

• Block trade for acquisition of Unilog stock from
  7 executives/largest shareholders, comprising
  32.3 of share capital, to be completed prior to
  public tender offer
• Block trade sellers receive cash and LogicaCMG
  stock
• Gerard Philippot retaining 12.5 of holding in
  stock, Pierre Deschamps 5 and the other line
  management 32.9
• Gerard Philippot (13m) and Didier Herrmann
  (11m) will become the two largest individual
  shareholders of the future company
• Lock-up on LogicaCMG stock, until March 2007 (GP)
  and 2 years (1/3rd release after Year 1) for the
  other key executives
• All cash French public tender offer for remaining
  shares
• The block trade will be accounted for on an
  equity basis from the date of completion (October
  2005)

20
Financing

• Total acquisition cost of 631 million (less cash
  in Unilog) financed by
• 389 million fully underwritten rights issue
• 30 million of stock issued to Unilog management
• Incremental debt (in Euros)
• One for two rights issue at discount of 36.3 to
  market close on 16 September
• New debt facility of 566 million (330 million
  plus 348 million)
• Financing structure balances the requirement for
  an efficient capital structure with the
  increasing customer focus on balance sheet
  strength
• Comfortable gearing and interest cover ratios
• NB Rights issue is not conditional upon
  completion of the Block trade or completion of
  the Tender Offer

21
Expected timetable

• September 19 Deal announcement and announcement
  of Rights Issue
• October 13 LogicaCMG EGM approval of the
  transaction (Class 1) and Rights Issue
  authorisation
• October 14 LogicaCMG Nil paid rights starts
  trading
• October 25 Completion of the Block Trade and
  thereafter filing of the French Tender Offer
• November 4 Closure of the Rights Issue
• December 22 Acquisition of Unilog shares under
  the Tender Offer

22
Conclusion

• Advances LogicaCMGs strategy by adding a third
  major revenue and profit generator in Europe
• Addresses LogicaCMGs lack of scale in France by
  the addition of the highest quality local
  business
• Provides a more effective platform for developing
  a strong German business
• Delivers attractive earnings enhancement and
  return on capital
• Creates good opportunities for revenue and
  operational synergies
• Positions the enlarged group well to capitalise
  on improving market trends and changing customer
  demands across Europe

23
Appendix A Additional Strategic Rationale
24
Appendix A additional strategic
rationalecomplementary client bases
LCMG UK major clients British Telecom FT
Orange Hutchison 3G MMO2 Vodafone DWR Cymru Welsh
Water MOD
Unilog UK Top 5 clients BQ (Kingfisher
Group) Colt Telecom Associated Octel BNP
Paribas Vodafone 45 UK revenues
LCMG Netherlands major clients KPN ABN
AMRO ING Rabobank MOD Ministry of Justice
Americas, Asia Pacific and Middle East
144
Unilog Top 10 French clients EDF / Gaz de
France Renault France Telecom Calyon Total BNP
Paribas Sanofi Aventis Vivendi Universal Société
Générale Groupe Axa 30 Frenchl revenues
LCMG French clients 3 Suisses Alactel Space
Industries Arcelor Axa BNP Paribas Bosch CDC Carre
four CaterpillarAir France Crédit Mutuel Renault
Unilog Top 15 German clients Deutsche Post RWE
Landesbausparkasse Bosch ThyssenKrupp
BMW Neckermann/Karstadt/Quelle Deutsche
Telekom DaimlerChrysler Postbank Bundesämter
für Verteidigung Vodafone Allianz Group /
Dresdner Deutsche Bank EnBW 55 German revenues
LCMG German clients ABB Airport AKB
Bank AOL Bayer Beiersdorf Bertelsmann BMW BP
Deutschland Commerzbank Deutsche Bank Deutsche
Shell Dresdner Bank EnBW EoN Eutelsat
5
LogicaCMG
Unilog
25
Appendix A additional strategic rationaleFrance
side-by-side analysis
Unilog
LogicaCMG
Locations
2003 2004
2003 2004
Sales (1)
Total 339.3m 359.9m Engineering
(2) 264.7 277.1 Consulting 71.3 79.2 Training 3.4
3.6
Total 105.5m 113.9m Consulting
SI 93.9 100.2 Outsourcing 11.6 13.7
EBITA (1)
Total 35.1m 38.5m Margin 10.3 10.7
Total (1.4)m (1.4) Margin (1.3) (1.2)
Headcount
Total 5,636 6,121
Total 1,478 1,489
Source company data (1) Unilog figures have
been converted from to on the basis of an
annual average rate of 0.69 in 2003 and 0.68 in
0.68 (2) Engineering includes Systems Integration
("SI") and Outsourcing
26
Appendix A additional strategic
rationaleGermany side-by-side analysis
Unilog
LogicaCMG
Locations
Köln/Bonn
2003 2004 (2)
2003 2004
Sales (1)
Total 53.7m 66.1m Consulting SI 32.6
48.5 Training 21.1 17.6
Total 115.9m 91.9m Consulting
SI 90.4 66.2 Outsourcing 25.5 25.7
EBITA (1)

• Total (3.4)m (0.7)m
• Consulting SI (2.7) 1.6
• Training (0.8) (2.3)

Total (10.1)m (16.1)m
Headcount
Total 687 993
Total 1,627 1,207
Source company data (1) Unilog figures have
been converted from to on the basis of an
annual average rate of 0.69 in 2003 and 0.68 in
0.68 (2) Including Avinci over 6months only
(22.7m sales - 15.4m sales)
27
Appendix B Additional Data on Unilog
28
Appendix B additional data on Unilog financial
overview
Before depreciation, amortisation and
allowances for intangible assets (excluding
software)
29
Appendix B additional data on Unilog revenue
1st Half 2005
Revenue growth
Revenue by Geographic region

• Acceleration from Q1 to Q2

30
Appendix B additional data on Unilogbreakdown
of revenues
By business line
By industry
Training
Manufacturing
Services
5
Consulting
41
23
Outsourcing
36
29
23
Finance
43
Systems Integration
United Kingdom
14
Austria
2
European subsidiaries
France
9
Switzerland
80.5
By geography
Germany
19.5
75
31
Appendix B additional data on UnilogUnilog
business model
gt 60 projects (commitment on defined targets)
32
Appendix B additional data on Unilogconsolidated
balance sheet
33
Appendix B additional data on Unilogcash flow
34
Appendix B additional data on Unilog workforce
(as of 31 December 2004)
7,438
6,770
6,633
6,619
1,317
997
1,271
1,428
2.3
- 2.0
12.1
5,636
6,121
5,499
5,191
2001
2002
2003
2004
Headcount 31.12.2005 (forecast) 8,340 (of
which 1,470 in European subsidiaries)
France European subsidiaries
35
Appendix C Additional information on LogicaCMG
including Results for the 6 months to 30 June 2005
36
Appendix C LogicaCMG resultssummary financials
(IFRS)
37
Appendix C LogicaCMG resultsadjusted EPS - 6
months to 30 June 2005

• The adjusted earnings per share measure will be
  based on net profit attributable to ordinary
  shareholders excluding the following items
• discontinued operations
• exceptional items
• mark-to-market gains and losses on convertible
  bonds
• amortisation of those intangible assets
  initially recognised in an acquisition at fair
  value
• tax on the items above, where applicable

38
Appendix C LogicaCMG resultsanalysis by
operating unit
39
Appendix C LogicaCMG resultsWireless Networks
performance
40
Appendix C LogicaCMG resultsnet debt
reconciliation
Primarily impact of non-recourse receivables
financing
41
Appendix C LogicaCMG resultscash flow
42
Appendix C LogicaCMG resultsoutlook

• IT Services
• Organic revenue growth of c.5 (before including
  Edinfor)
• Further progress expected in France and Germany
• IFRS weights margins to second half
• Full 6 months of Edinfor results
• Wireless Networks
• Expect growth in full year revenues first since
  merger
• Continued benefit of reduced cost-base
• Significant improvement in profitability
• Strong second half operating cash flow

43
LogicaCMG debt facilities
44

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