2002 interim results

1. 2002 interim results 12 August 2002

2. Important notice This presentation is directed at and should be distributed only to the persons of the kind specified in the exemptions contained in articles 19 and 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001.  Any person in receipt of this document who does not fall within the exemptions referred to above should return this document to Stephen Purse at Management Consulting Group PLC (“MCG”) immediately and take no other action.

3. Agenda • Introduction • 2002 half year highlights • Profit and loss account • Balance sheet • Issues • Outlook

4. 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’

5. Support & enhance Parson Consulting - project approach Plan & analyse Design & build Implement • Maintain current state • Support accounting cycle • Establish “steady state” • Implement and test new processes and systems • Provide knowledge transfer: documentation, methods, and training • Analyse root cause • Develop business case • Conduct benchmarking • Develop project plan • Provide financial analysis • Identify best practices • Design future state • Identify gaps and recommend solutions • Develop work plan • Design prototype and pilot test S u p p o r t d e v e l o p i n g s t a t e

6. Parson Consulting – core services Finance and support 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 lettersand due diligence reports Technology applications Design Selection Software upgrades Software implementations Optimisation Finance and support services Process change Organisational change Process change Technology infrastructure Maximise benefits fromcurrent systems Organisational change

7. Representative clients

8. Agenda • Introduction • 2002 half year highlights • Profit and loss account • Balance sheet • Issues • Outlook

9. 2002 half year highlights • Turnover from continuing operations up 79% to £55.7 million (2001: H1 £31.0 million; H2 £41.1 million; year £72.1 million) • Like-for-like turnover of Proudfoot Consulting up 53% (2001: H1 +25%; H2 +42%; year: +34%). Market growth of 5% to 10% (2001 year: 10.0%) • EBITDA of £6.3 million (2001: H1 loss £0.8 million; H2 plus £3.1 million; 2001 year plus £2.3 million) • Operating profit before goodwill of £5.2 million (2001 excluding exceptional credit: H1 loss £1.9 million; H2 profit £3.7 million; year profit £1.8 million) • Acquisition of Parson Consulting on 28 May 2002 for £38.6 million and associated equity issue of £38.8 million • Employees: 931 (2001:H1 520; year end 562) • Net cash of £26.0 million (2001:H1 £17.4 million; year end £18.9 million) • Board optimistic regarding prospects in context of seasonality and exchange rates

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

11. Profit and loss account Year 2002 2001 2001 £m £m Change £m Half Turnover Proudfoot Consulting 53.3 31.0 72% 72.1 Parson Consulting 2.4 - - 55.7 31.0 79% 72.1 Cost of sales (27.5) (15.7) (35.9) Gross profit 28.2 15.3 36.2 Selling costs (14.5) (9.7) 49% (20.9) Administrative expenses (8.5) (7.5) 13% (15.5) Goodwill (1.1) (0.7) (1.6) Exceptional credit - - 2.0 Operating profit/(loss) Before goodwill 5.2 (1.9) 1.8 After goodwill 4.1 (2.6) 0.2 Interest (net) - 0.3 0.4 Profit before tax 4.1 (2.3) 0.6 Tax (0.4) (0.4) (0.5) Profit/(loss) after tax 3.7 (2.7) 0.1 Gross profit margin 51% 49% 50% Selling costs to turnover 26% 31% 29% Adjusted headline EPS 4.1p (1.2)p 0.9p (excludes goodwill, share schemes)

12. Geographical analysis: turnover Year 2002 2001 2001 £m £m Change £m Proudfoot Consulting North America 29.1 14.2 105% 37.2 Europe 21.3 14.2 50% 30.1 Africa 1.7 1.6 6% 3.3 Asia Pacific 1.2 1.0 20% 1.5 53.3 31.0 72% 72.1 Parson Consulting 2.4 - - 55.7 31.0 79% 72.1 Total Proudfoot 53.3 31.0 72.1 Czipin prior period - 3.8 3.8 Like-for-like – Proudfoot 53.3 34.8 53% 75.9 Half

13. Geographical analysis: operating profit Depreciation Operating and share Operating profit/(loss) Goodwill schemes EBITDA (loss) EBITDA £m £m £m £m £m £m H12002 H12001 Proudfoot Consulting North America 4.8 - 0.5 5.3 (0.2) 0.3 Europe (0.1) 0.9 0.4 1.2 (1.9) (0.8) Africa - - 0.1 0.1 (0.2) (0.1) Asia Pacific (0.3) - 0.1 (0.2) (0.3) (0.2) 4.4 0.9 1.1 6.4 (2.6) (0.8) Parson Consulting (0.3) 0.2 - (0.1) - - Total 4.1 1.1 1.1 6.3 (2.6) (0.8)

14. Results commentary • Continued growth significantly faster than the market • Effect of operational gearing clearly visible • Costs well controlled • Tax charge small and benefits from accumulated tax losses • Proudfoot North America and Europe now cash generative • Proudfoot North America twice the size of a year ago, Europe grown by 18% on a like-for-like basis • EBITDA £6.3 million (2001: H1 loss £0.8 million; H2 +£3.1 million; year +£2.3 million)

15. Agenda • Introduction • 2002 half year highlights • Profit and loss account • Balance sheet • Issues • Outlook

16. Balance sheet As at 30 June 20022001 Fixed assets £m £m Intangible assets 74.2 37.9 Tangible assets 3.0 1.8 Investments 1.0 1.0 78.2 40.7 Current assets Debtors 11.8 7.8 Cash and cash equivalents (net) 26.0 17.9 37.8 25.7 Creditors due within one year (30.5) (25.3) Net current assets 7.3 0.4 Creditors due after one year (5.4) (4.9) Provisions for liabilities & charges (3.1) (4.6) Retirement benefits liability (14.7) (11.6) Net assets 62.3 20.0

17. Commentary on balance sheet • Goodwill on acquisition of Parson Consulting - £39.5 million • Net cash of £26.0 million remains partly available for acquisitions • Strong working capital management • Retirement benefits liability of £14.7 million reflected on balance sheet (June 2001 £11.6 million; December 2001 £12.2 million). Increase in liability reflects underlying investment performance - retirement benefit plans are closed

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

19. Issues addressed in first half of 2002 • Continued maturing of sales organisation • Targeted churn of sales executives to improve quality • Improved marketing – P3 magazine for potential clients • Administrative costs tightly controlled, flat on a like-for-like basis compared to second half of 2001 • Extended training and development of people • Developed middle management in line with the growth in the business and appointed CEO for Proudfoot Consulting • Replaced president of Proudfoot Europe • Acquired Parson Consulting in May 2002

20. Continue to strengthensales executives Close monitoring of market requirements Mail shots to increasemeeting counts Increase focus on past clients Train and coach second tier management in line withexpansion requirements Position to capitalise on marketopportunity Clearer marketing material Emphasise performance management New incentive plans Recruit more sales executives Increase prices Manage sales pipeline Issues to be addressed in second half 2002 • Cross referral programme between Parson and Proudfoot • Build order book for Q1 2003

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

22. Outlook for 2002 • Continuing increase in focus on sales and procurement • Expectations for the year need to factor in that: • Second half is seasonally weaker • Appreciation of sterling against dollar will adversely affect second half • Order book and prospects stream is strong • Directors expect turnover growth to continue to out-perform consulting market • Directors remain optimistic about future prospects