Fujitsu Services Holdings Plc Announces its Intention to Launch a Full Cash Tender Offer for GFI Informatique

1. The Offer

Fujitsu Services Holdings plc (Fujitsu Services) announces today its intention to launch a full cash tender offer:

• for all of the outstanding GFI Informatique ordinary shares at a price of €8.50 per share (excluding the dividend for the fiscal year 2006 and assuming that this dividend will amount to €0.20 per share); the GFI Informatique ordinary shares are traded on Eurolist (Compartiment B) of Euronext Paris S.A. (“Euronext Paris”) under ISIN code FR0004038099
• for all of the outstanding GFI Informatique warrants at a price of €3.15 per warrant; the GFI Informatique warrants are traded on Eurolist (Compartiment B) of Euronext Paris S.A. (“Euronext Paris”) under ISIN code FR0010006163

This tender offer is an alternative to the proposed investment in GFI Informatique by Apax Partners which was announced on 30 January 2007 (and supplemented on 23 April 2007) and is therefore subject to (i) the shareholders of GFI Informatique not adopting proposed resolutions 10, 11, 12, 16 and 17 at GFI Informatique’s annual general meeting initially scheduled for May 11, 2007 and postponed to May 21, 2007, or any resolutions having similar effects (or in the absence of a vote on such resolutions, the Apax transaction being publicly abandoned by the parties) and (ii) there being no substantial adverse change in the condition of GFI Informatique.

This price implies a significant premium of 19.6% over GFI Informatique’s closing share price (adjusted for the proposed dividend for the fiscal year 2006 of €0.20 per share) of €7.11 and of 21.6% over GFI Informatique’s adjusted 1-month weighted average price of €6.99 as of 27 April 2007, the last trading day before the announcement of the postponement to 21 May 2007 of GFI Informatique’s shareholders meeting, which Fujitsu Services believes would be a very attractive offer to all shareholders and warrant holders. It also represents a premium of 37.1% to 46.6% over the implied Apax proposal's subscription price (€6.2 to €5.8 per GFI Informatique share assuming a warrant value of €0.8 to €1.2¹).

This announcement is being made after Fujitsu Services approached Mr. Jacques Tordjman, GFI Informatique’s chairman and chief executive officer, on 26 April 2007 and on several occasions thereafter. In the course of this approach, Fujitsu Services set out the terms of the tender offer as well as the reasons why Fujitsu Services believes that its tender offer is compelling for GFI Informatique’s stakeholders both from a business standpoint and when compared with the alternative proposed by Apax. The impending shareholders annual general meeting, together with the recent activity on GFI Informatique’s share price, have persuaded Fujitsu Services of the necessity to make public its intention to launch this tender offer at this stage.

Subject to the above conditions, BNP Paribas, acting on behalf of FS Participation SAS (the offeror), an indirect wholly-owned subsidiary of Fujitsu Services, will file with the Autorité des marchés financiers an irrevocable cash tender offer for the above shares and warrants of GFI Informatique in accordance with article 231-13 of the AMF General Regulations no later than two trading days following the date on which the condition set forth in (i) of second paragraph above is met, assuming satisfaction of the condition set forth in (ii) of the same paragraph, which would be subject only to the conditions set forth in section 4 below.

2. Rationale for the Offer

Creation of a leading pan-European player

The principal rationale behind the offer lies in the fit between the business interests of GFI Informatique and Fujitsu Services (the IT services arm of the Fujitsu Group in Europe and a wholly owned subsidiary of Fujitsu Limited) and in the opportunity that it presents for GFI Informatique to benefit from the global presence of Fujitsu Services in Europe. Further, this will allow Fujitsu Services to benefit from the strong position of GFI Informatique on the French market to create an IT services company of significant scale and presence in the whole European market. The combination of GFI Informatique's and Fujitsu Services' businesses will give birth to one of the leading full-scope IT services companies in Europe, with a combined annual turnover in Europe of around €4 billion.

This combination would allow Fujitsu Services to leverage GFI Informatique’s current well recognized IT engineering talent and relationship into large transactions in the private and public sectors, bringing Fujitsu Services' proprietary tools and techniques and its global footprint to GFI Informatique's capabilities. Furthermore, Fujitsu Services will be able to use its worldwide reach to position GFI Informatique as a global player and leader in those fields where it has leadership in France, such as payment systems, Opensource, CRM/BI, and ERP, in particular SAP.

As a result, the combined group will be able better to compete in the field of very large and complex pan-European engagements.

3. Governance

It is the intention of Fujitsu Services to secure control of the corporate bodies of GFI Informatique to a level commensurate both with its level of shareholding in GFI Informatique and with normal market practice. Fujitsu Services intends to the extent possible to retain most of the current GFI Informatique management in order to pursue the successful strategy of GFI Informatique and its integration with Fujitsu Services.

4. Condition and prior authorization

The offer intended to be filed with the AMF will only be conditioned on the tendering of 66.67% or more of GFI Informatique’s share capital and voting rights on a fully diluted basis on the offer closing date.

In addition, pursuant to Article 231-32 of the AMF General Regulations, the opening of the offer will be subject to the prior approval of the French Finance Minister, in accordance with Article L.151-3 of the French Monetary and Financial Code. The request for authorization will be filed with the French Finance Ministry at the date of filing of the offer as set forth above. In accordance with Article R.153-8 of the French Monetary and Financial Code, the French Finance Minister is required to grant or deny authorization within 2 months after the date of the filing.

The offeror intends to implement a mandatory squeeze-out for the remaining shares and to de-list the company if the minority shareholders do not represent more than 5% of the share capital or the voting rights of GFI Informatique following the offer.

5. Offer price

A cash price of €8.50 is contemplated for each GFI Informatique share (excluding the dividend for the fiscal year 2006 and assuming that this dividend will amount to €0.20 per share). The offer price corresponds to the following market premia:

A cash price of €3.15 is contemplated for each GFI Informatique warrant, which corresponds to the difference between the €8.50 offer price for ordinary shares and the €5.35 exercise price (one warrant giving right to subscribe to one ordinary share).

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About Fujitsu Services

Fujitsu Services is headquartered in London. It is the IT services arm of the Fujitsu group of companies in the European, Middle Eastern and African areas and has its principal markets in Western and Northern Europe. In the financial year to 31 March 2006, Fujitsu Services generated revenues of GBP 2,293.7 million (€3,363 million), with 17,785 employees at the end of this period. Fujitsu Services’ business activities are the delivery of IT infrastructure management and outsourcing across desktop, networking and data centre environments. It offers a full range of related services, from infrastructure consulting through to integration and deployment. Fujitsu Services provides these services in the following sectors: financial services, retail, local government, defence, central government, telecommunications, travel and utilities.

This communication does not constitute an offer to purchase any GFI Informatique shares or Warrants. Such an offer will be made only pursuant to an official offer document approved by the Autorité des Marchés Financiers.

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