Statement re rejection of Melrose PLC proposal

Charter International plc

Rejection of Melrose PLC Proposal

As announced on 14 July 2011, the Board of Charter International plc ("Charter" or the "Company") confirms that it received a revised proposal from Melrose PLC ("Melrose") regarding a possible 840 pence per share equity and cash offer for the Company.

Having reviewed Melrose's revised proposal and given Melrose's advisers the opportunity to provide certain important clarifications, the Board of Charter continues to believe that Melrose's revised proposal is opportunistic and undervalues the Company and its prospects.

Accordingly, the Board of Charter has rejected the revised proposal.

In particular, the Board believes that the revised proposal does not reflect, inter alia:

- the Board's belief that the market was undervaluing the Company's prospects in the immediate aftermath of its trading statement on 20 June 2011;

- the Board's confidence in the ability of ESAB to effect substantial operational improvement under its new management team, which is already under way;

- the Board's confidence in Howden's continued strong performance and growth prospects;

- the Board's belief that each of its businesses share key strengths including:

·; leading market positions

·; global exposure, particularly to highly attractive emerging markets

·; strong growth potential

At the time of its interim results, Charter's management team will set out its proposals for the Company, including in particular the operational strategy to improve the performance of ESAB and to continue to deliver success at Howden.

The Board of Charter remains committed to maximising value for its shareholders and is exploring a full range of strategic alternatives.

Note 7 of Rule 2.4 of the Code requires the Company to point out that this statement is being made by the Company without the prior agreement of Melrose and that there can be no certainty whether any offer will be made nor as to the terms of any offer.