LETTER OF OFFER - Securities and Exchange Board of India

and the PACs, in accordance with Regulations 13(4), 14 and 15(2) of the
SEBI (SAST) Regulations, 2011.
ECS Electronic Clearing Services.
ESAB Holdings ESAB Holdings Limited, a company incorporated under the laws of
England and Wales, with its registered office at 6th Floor, 322 High
Holborn, London, WC1V 7PB, UK.
Escrow Bank The Hongkong and Shanghai Banking Corporation Limited acting through
its branch situated at Shiv Building, Plot No. 139-140 B, Western Express
Highway, Sahar Road Junction, Vile Parle (East), Mumbai- 100 057.
Eur Euro.
Exelvia Exelvia Group India B.V., a company incorporated under the laws of the
Netherlands, with its registered office at Lansinkesweg 4, 7553 AE
Hengelo, The Netherlands.
FEMA Foreign Exchange Management Act, 1999.
FII(s) Foreign Institutional Investors.
FIPB Foreign Investment Promotion Board constituted by the
Government of India.
Form of Acceptancecum-Acknowledgement
The Form of Acceptance-cum-Acknowledgement which is part of this
Letter of Offer.
FY Financial Year.
GBP Pound Sterling.
GAAP Generally Accepted Accounting Principles.
Identified Date Monday, March 05, 2012 i.e. date falling on the 10th Working Day prior to
the commencement of the Tendering Period, for the purposes of
determining the shareholders to whom the Letter of Offer shall be sent.
Implementation
Agreement
The agreement among Charter, Colfax and Colfax UK dated September 12,
2011, in relation to the Primary Acquisition, which recorded their
respective obligations in relation to steps to be taken to implement the
Primary Acquisition.
INR Indian Rupees.
Indian GAAP GAAP, as applicable to Indian companies.
Income Tax Act Income-Tax Act, 1961.
Investor BDT CF Acquisition Vehicle, LLC.
Investor SEC Filing The public filing made with the SEC on January 23, 2012 (in Schedule 13D
form) by the Investor and its connected persons.
Letter of Offer This Letter of Offer including the Form of Acceptance-cum-
Listing Agreement
Acknowledgement.
Listing Agreement with the stock exchanges in India, as amended from time
to time.
Manager / Manager to
the Open Offer
HSBC Securities and Capital Markets (India) Private Limited.
Maximum Consideration Total consideration of INR 220,16,21,114 payable by the Acquirer to
acquire 40,02,185 Shares under the Open Offer at the Open Offer Price per
Share.
NOC No objection certificate issued by the income tax department indicating the
amount of tax to be deducted by the Acquirer/ PAC before remitting the
consideration.
NRI Non Resident Indian, as defined under the Foreign Exchange Management
(Deposit) Regulations, 2000.
NSDL National Securities Depositories Ltd.
NSE National Stock Exchange of India Limited.
5