I am replying to your letter of 29 July.

With regard to Yamato Lock Inspection Systems. I confirm that your points (a) and (b) are correct.

With reference to point (c) the following background may be helpful. Lock was the only company other than the PLC itself of which I remained a director after December 1993. The reason for this was that under the joint venture agreement with Yamato Scale, I was TransTec's nominee as Chairman, a position which alternated between myself and Mr Kawanishi the Yamato representative, in accordance with the Articles.

The situation changed after the joint venture was terminated in August 1994. I decided to stay on for a short period to provide continuity with the new TransTec directors but stated my intention to resign at the end of the year in line with the reduction of my commitments when, as planned, I became non-Executive Chairman of the PLC at the end of November 1994.

I have spoken to Mr Ron Codrington who was and still is Company Secretary to TransTec Plc as to why my resignation papers were signed a couple of weeks after Lock's year end. He remembers a number of factors which are set out in his letter which I attach.

With reference to Stenbell, I can confirm what you say is correct. The omission of Stenbell from the Register came to my attention last year and following a meeting with you and Sir Terence Burns on 29 October, on Sir Terence's and your advice, I immediately arranged for my declaration in the Register of Members' Interests to be amended to include my share in Stenbell and to include the other shares placed in my blind trust (TransTec and The New Statesman). If you now feel that it would be better for completeness to declare in the Register the shareholding from February 1996, I will do so. Of course, I was not remunerated by the company and no dividends have been paid.

12 October 1998

I refer to our recent conversation regarding your directorship of the above company. I have sent you a copy of your resignation letter from the file. My recollection of the matter is as follows:

You will recall that Lock was the only TransTec company, other than plc itself, of which you remained a director after December 1993. The reason for that was that under the joint venture agreement with Yamato Scale you were TransTec's nominee as Chairman, a position which alternated between yourself and Mr Kawanishi of Yamato, in accordance with the Articles. The joint venture was terminated in August 1994.


When the new Chief Executive was appointed in November 1994 and you then become Non-executive Chairman, it was appropriate for you to resign from Lock also as you no longer held any role in that company.


I recall that November/December 1994/January/February 1995 was a particularly busy time for me. Following the resignations of the existing Finance Director and Technical Director and the appointment of a new Chief Executive and two new Divisional Managing Directors there was a tremendous amount of work to be done in dealing with the documentation relating to their appointments and resignations to and from all of the subsidiary companies and amending the bank mandates for every one of the companies in the Group. All of this was in addition to the usual heavy workload created by the financial year end.


I also recall that following your becoming a Non-executive Director you ceased to be based at Coleshill and therefore it often took some time for documents to reach you from Head Office.

Therefore, although I do not recall the matter precisely, I think it extremely likely that all these matters would together have been likely to have contributed to the delay in the preparation and delivery to you of the resignation papers which had to be signed before your resignation would become effective.

25 September 1998

Gentlemen,

I hereby resign with immediate effect from office as a director of the Company.

I confirm that I have no claim whatsoever against the Company whether for remuneration (including but not restricted to salary, bonus, holiday pay and severance pay), expenses or otherwise.

Signed as a deed by

GEOFFREY ROBINSON

This 16 day of February 1995

In the presence of

MICHAEL EDWARDS