2002 Results

1. 2002 Results 17 March 2003

2. Agenda • Introduction • 2002 highlights • Profit and loss account • Balance sheet • Issues • Outlook

3. Proudfoot Consulting—core service The enhancement and design of processes to increase sales and reduce costs, overheads and capital expenditure Process improvement Behavioural analysis, training and communications to enhance skillsand embrace change Tight, structured approach with measurable payback in predetermined timescales Project management People solutions Proudfoot installation co-venturing “We are obsessed by measuring improvementsand your earnings enhancement”

4. year 1 year 2 Earnings enhancement Proudfoot fees Earnings enhancement Proudfoot Consulting’s no net cash promise “Your annualised earnings enhancement will exceed our fee” sustainability “Can you afford not to discuss your issues with us?”

5. Clients

6. Parson Group business • Financial management practice: • Engagements in finance and business support (back office) departments • Ensures management information has: • Greater reliability (higher accuracy, reduced risk) • Greater speed (ability to make informed decisions faster) • Cost effective production processes

7. Finance and support services Finance and support services Parson Consulting – core services Process change Finance: Management reporting Financial reporting Process improvement Budgeting and forecasting Treasury management Capital project control Expense reduction Activity based costing Solutions to audit letters and due diligence reports Technology applications: Design Selection Software upgrades Software implementations Optimisation Process change Organisational change Process change Technology infrastructure: Maximise benefits from current systems Organisational change

8. Parson Group - representative clients

9. Group structure B Consulting C Consulting Central services D Consulting(complementary to B) MCG will become an umbrella organisation for different consulting offerings

10. Agenda • Introduction • 2002 highlights • Profit and loss account • Balance sheet • Issues • Outlook

11. 2002 highlights • Turnover up 49% to £107.3 million (2001: £72.1 million) • Proudfoot Consulting turnover up 29% (2001 year: +34%): • Despite 10% depreciation of US dollar • Compared with market growth of about 5% (2001: 10%) • Parson Consulting, acquired on 28 May 2002, contributed turnover of £14.1 million and now stabilised • Operating profit before goodwill amortisation of £7.6 million (2001: loss of £0.3 million excluding exceptional pension credit of £2.0 million) • EBITDA of £9.2 million (2001: £0.9 million) • Cash of £21.9 million (2001: £18.9 million) • Return to dividend list – 0.5 pence per share (2001: nil) • Strong order input to date in 2003 will offset weak final quarter of 2002; most of benefit will be seen in second half

12. Agenda • Introduction • 2002 highlights • Profit and loss account • Balance sheet • Issues • Outlook

13. Profit and loss account 2002 2001

14. Geographical analysis: turnover

15. Geographical analysis: operating profit

16. Results commentary - Proudfoot • Revenue growth of 29% (2001: 34%) compared to market c. 5% (2001: 10%) • North American business mainly outside financial sector • European market slower to react to economic conditions than North America • Africa and Asia Pacific dependent upon individual contracts • Slowdown in business won in Q4 2002 • No softening of prices • Continued penetration of multi-national businesses—average size of project £1.3 million (2001: £1.2 million)

17. Results commentary - Parson • Revenue decline continued until October timeframe • Stabilised business levels late in year but at unprofitable level • Management changes commenced in November • New York/Stamford and Los Angeles/Orange County combined • Marketing commenced for Sarbanes-Oxley

18. Agenda • Introduction • 2002 highlights • Profit and loss account • Balance sheet • Issues • Outlook

19. Balance sheet

20. Commentary on balance sheet • New equity issue raised £38.8 million in May 2002 • Parson acquired for £38.5 million, related goodwill £40.3 million, fully equity financed because loss making • Long term investments of £1.0 million comprise share scheme associated with acquisition of IMR • Receivables 11 days (2001: 23 days) • Cash of £21.9 million (2001: £18.9 million) • Pension liability reflected on balance sheet £13.5 million (2001: £7.3 million) together with post-retirement health care liability £3.8 million (2001: £4.9 million)

21. Agenda • Introduction • 2002 highlights • Profit and loss account • Balance sheet • Issues • Outlook

22. Continued to strengthen sales executives Closely monitored market requirements Mail shots to increase meeting counts Increased focus on past clients Repositioned to capitalise on market opportunity Clearer marketing material Emphasised performance management New incentive plans Recruited more sales executives Increased prices Managed sales pipeline closely Commenced management changes Issues addressed in second half 2002 • Cross referral programme between Parson and Proudfoot is bearing fruit

23. Strengthening of sales management Continue to strengthen European management Close monitoring of market requirements Continue to strengthen management Capitalise on Sarbanes-Oxley Continue to increase prices Continue to closely manage sales Sales effectiveness installation by Proudfoot Establish training courses Improve management information systems Issues to be addressed in first half 2003 • Continue cross referral programme between Parson and Proudfoot • Continue to build order book for H2 2003

24. Agenda • Introduction • 2002 highlights • Profit and loss account • Balance sheet • Issues • Outlook

25. 2003 outlook • Proudfoot: • Cost reduction remains a priority for clients in difficult economic conditions • Proudfoot order book started year lower than previous year following weak 2002 final quarter. Input in 2003 has been strong • Parson: • Sarbanes-Oxley engagements and opportunities now coming through • Revenue stable, expect growth in second half • Group: • Directors expect turnover growth to continue to out-perform consulting market • Directors remain optimistic about future growth