COLT GROUP S.A. (Incorporated and registered in Luxembourg with limited liability with registered number R.C.S. B )

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1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or about what action to take, you should immediately seek your own professional advice from your solicitor, accountant or other appropriately qualified independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are taking advice in the United Kingdom or, if you are resident in another jurisdiction, from another appropriately authorised independent financial adviser. All Colt Shareholders are advised to consult their professional advisers regarding their own tax position. If you have sold or otherwise transferred all of your Colt Shares, please send this document (but not the Repurchase Form of Acceptance) as soon as possible to the purchaser or transferee or to the agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, no such documents should be forwarded or transmitted in or into any Restricted Jurisdiction. If you sell or have sold part only of your holding of Colt Shares, please consult the bank, stockbroker or other agent through whom the sale or transfer was effected. COLT GROUP S.A. (Incorporated and registered in Luxembourg with limited liability with registered number R.C.S. B ) Offer to Shareholders of Colt Group S.A. to repurchase up to 27,095,812 Colt Shares up to a maximum value of 51,482, at a tender price of 190 pence per Colt Share The availability of the Repurchase Offer to Colt Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. Persons who are not resident in Luxembourg, the United States or the United Kingdom should read the paragraph headed Overseas Shareholders set out in paragraph 4 of Section A of Part III of this Repurchase Circular and should inform themselves about, and observe, any applicable legal or regulatory requirements. The Repurchase Offer is not being made, directly or indirectly, in or into, or by use of the mail, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone and ) of interstate or foreign commerce of, or any facilities of a national securities exchange of, any Restricted Jurisdiction and the Repurchase Offer cannot be accepted by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, unless otherwise determined by the Company and permitted by applicable law and regulation, neither this Repurchase Circular nor the accompanying Repurchase Form of Acceptance or any related document is being, or may be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed, or sent in, into or from any Restricted Jurisdiction, and persons receiving this Repurchase Circular, the accompanying Repurchase Form of Acceptance and/or any related document (including, without limitation, trustees, nominees or custodians) must not mail or otherwise forward, distribute or send it in, into or from such Restricted Jurisdiction, as to do so may invalidate any purported acceptance of the Repurchase Offer. Any person (including, without limitation, trustees, nominees or custodians) who would or otherwise intends to, or who may have a contractual or legal obligation to, forward this Repurchase Circular together with the accompanying Repurchase Form of Acceptance and/or any related document to any jurisdiction outside Luxembourg, the United States or the United Kingdom, should seek appropriate advice before taking any action. The Repurchase Offer will close at 1.00 p.m. on 8 October 2015 unless extended and will only be available to Qualifying Shareholders. If you are a Qualifying Shareholder holding Colt Shares in certificated form and wish to participate in the proposed Repurchase Offer, you should complete and return the accompanying Repurchase Form of Acceptance to the Receiving Agent at Computershare Investor Services PLC, Corporate Action Projects, Bristol, BS99 6AH (using the accompanying reply paid envelope for use within the U.K. only) or (during normal business hours only) by hand to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE so as to be received by not later

2 than 1.00 p.m. on 8 October If you are a Qualifying Shareholder holding Colt DIs and wish to participate in the proposed Repurchase Offer, you should submit a Repurchase Electronic Acceptance so as to settle by not later than 1.00 p.m. on 8 October NOTICE FOR U.S. SHAREHOLDERS The Repurchase Offer relates to securities of a non-u.s. company that is subject to the disclosure requirements, rules and practices applicable to companies incorporated in Luxembourg, which differ from those of the United States in certain material respects. This Repurchase Circular has been prepared in accordance with U.K. style and practice and in order to comply with Luxembourg law, and U.S. Shareholders should read this entire Circular. The Repurchase Offer is being made in the U.S. pursuant to Section 14(e) and Regulation 14E under the Exchange Act to the extent applicable and otherwise in accordance with any applicable requirements under Luxembourg or English law. U.S. Shareholders should note that the Company has full discretion to determine whether acceptances under the Repurchase Offer are valid and to require any additional information necessary to exercise such discretion. U.S. Shareholders should further note that the Colt Shares are not listed on a U.S. securities exchange and the Company is not subject to the periodic reporting requirements of the Exchange Act and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission thereunder. The Repurchase Offer has not been approved by the SEC or by the securities regulatory authority of any state or of any other United States jurisdiction, nor has the SEC or any such securities regulatory authority opined upon the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States. This document does not constitute an offer to purchase, or solicitation of an offer to sell, Colt Shares in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities laws. GENERAL The delivery of this Repurchase Circular shall not under any circumstances create any implication that the information contained herein is correct as of any time subsequent to the date hereof, or that there has been no change in the information set forth herein or in the affairs of the Company and/or the Colt Group since the date hereof. No dealer, salesperson or other person is authorised to give any information or to make any representations with respect to the Repurchase Offer other than such information or representations contained herein and, if given or made, such information or representations must not be relied upon as having been authorised by the Company. All references to times in this Repurchase Circular are to Luxembourg times, unless otherwise provided. This Repurchase Circular is dated 10 September

3 CONTENTS Page Part I: Expected Timetable of Principal Events 4 Part II: Letter from the Chairman of Colt Group S.A. 5 Part III: Terms and Conditions of the Repurchase Offer in respect of Colt Shares 7 Definitions 18 3

4 PART I EXPECTED TIMETABLE OF PRINCIPAL EVENTS 1 Announcement of the Repurchase Offer 10 September 2015 Repurchase Offer opens 10 September 2015 Latest time and date for receipt of Repurchase Forms of Acceptance and share certificates and Repurchase Electronic Acceptance, in each case, in relation to the Repurchase Offer (i.e. close of the Repurchase Offer) 1.00 p.m. (Luxembourg time) on 8 October 2015 Announcement of results of the Repurchase Offer 9 October 2015 Settlement of consideration (by cheques or CREST messages) in respect of the Repurchase Offer by or on 23 October Each of the above times and dates is based on the Company s expectations as at the date of this Repurchase Circular. If any of the above times and/or dates change, the revised times and/or dates will be notified to Colt Shareholders by an announcement through a Regulatory Information Service. 4

5 PART II LETTER FROM THE CHAIRMAN OF COLT GROUP S.A. (Incorporated and registered in Luxembourg with registered number R.C.S. B ) Registered Office: K2 Building Forte 1 2a rue Albert Borschette L-1246 Luxembourg 10 September 2015 Dear Shareholder Repurchase Offer to purchase Colt Shares 1 Introduction As you are aware, Fidelity made an all cash final offer through BidCo (an entity jointly owned by FMR and FIL) for the issued and to be issued share capital of the Company not owned by Fidelity on 8 July The Offer was declared wholly unconditional on 12 August 2015 and, in connection with this, there have been changes to the composition of the Colt Board, with the resignation of five of the Company s independent directors. With effect from today, Colt Shares are no longer listed on the Official List and are no longer admitted to trading on the London Stock Exchange s Main Market for listed securities. As Fidelity stated in the Offer Document, it was intended that the Company be requested to make an offer to the Colt Shareholders in respect of whom valid acceptances of the Offer had not been received to repurchase their Colt Shares at the Offer Price. Pursuant to the authority to repurchase Colt Shares given to the Colt Board at the Extraordinary General Meeting, the Company is now making the Repurchase Offer. The Colt Board believes that the Repurchase Offer is in the best interests of the Company and the Colt Shareholders as a whole, and has approved the Repurchase Offer. Upon publication of this Repurchase Circular, Colt Shareholders in respect of whom valid acceptances of the Offer have not been received, will have the option to accept the Offer or the Repurchase Offer. The Colt Board recommends that, unless you are aware of any specific circumstances pursuant to which acceptances under the Repurchase Offer may be more advantageous, you should accept the Offer. Please refer to the Offer Document (available at with respect to the procedure for accepting the Offer. If you have any questions about accepting the Offer, if you have lost the Form of Acceptance and you hold Colt Shares in certificated form, or if you want to request a further hard copy of the Offer Document, please contact the Receiving Agent under the Offer, Computershare Investor Services PLC, Corporate Actions Projects, The Pavilions, Bridgwater Road, Bristol BS99 6AH on from within the U.K. or on + 44 (0) if calling from outside the U.K. 2 The Repurchase Offer The Repurchase Offer applies to all Colt Shares. BidCo and Pony Ridge LLC have irrevocably undertaken to the Company that they will not participate in any repurchase offer. Therefore, the Repurchase Offer is for up to 27,095,812 Colt Shares and is made on the following basis: for each Colt Share 190 pence in cash The Repurchase Price is the same as the Offer Price. The Repurchase Offer is subject to the terms and conditions set out in this Repurchase Circular. 5

6 3 Acceptance of the Repurchase Offer Qualifying Shareholders can tender their Colt Shares pursuant to the Repurchase Offer in the following ways: (i) in the case of certificated Colt Shares (that is, not in CREST), by completing a Repurchase Form of Acceptance in accordance with paragraph 2.1 of Section A of Part III and Section B of Part III of this Repurchase Circular; or (ii) in the case of Colt DIs held in uncertificated form (that is, in CREST), by the submission of a Repurchase Electronic Acceptance in accordance with paragraphs 2.2 of Section A of Part III and Section C of Part III of this Repurchase Circular. If you have any questions about the procedure for tendering Colt Shares or submitting a Repurchase Electronic Acceptance, you require extra copies of this Repurchase Circular or the Repurchase Form of Acceptance or you want help filling in the Repurchase Form of Acceptance, please telephone the Shareholder Helpline on (from inside the U.K.) and +44 (0) (from outside the U.K.). Lines are open from 9.00 a.m. to 5.00 p.m. (London time) Monday to Friday (except U.K. public holidays). Please note that calls to these numbers may be monitored or recorded. Calls in the U.K. from landline providers typically cost up to 12 pence per minute. From U.K. mobile networks calls cost between 5 pence and 40 pence per minute. Calls to +44 (0) from outside the U.K. or from non U.K. mobile phones are chargeable at applicable international rates and/or roaming charges. Please note that for legal reasons the Shareholder Helpline will only be able to provide information contained in this Repurchase Circular and the accompanying Repurchase Form of Acceptance and will be unable to give advice on the merits of the Repurchase Offer or to provide financial, investment or taxation advice. To accept the Repurchase Offer you must complete, sign and return the Repurchase Form of Acceptance, or submit a Repurchase Electronic Acceptance, as soon as possible and, in any event, so as to be received or settled by not later than 1.00 p.m. on 8 October Any Colt Shares repurchased by the Company will be held in treasury, available for transfer and/or sale upon approval by the Colt Board (including, without limitation, transfer and/or sale to BidCo or any of its affiliates in settlement of any outstanding loans granted for the purposes of financing the Repurchase Offer) or cancelled by the Colt Board in accordance with the authority given to the Colt Board at the Extraordinary General Meeting. Colt Shareholders who have accepted the Offer with respect to all their Colt Shares or who do not wish to participate in the Repurchase Offer need take no action. Full details of the Repurchase Offer, including the terms on which it is made, are set out in Part III of this Repurchase Circular. 4 Tax Colt Shareholders should be aware that there will be tax considerations that they should take into account when deciding whether or not to participate in the Repurchase Offer. 5 Overseas Shareholders The attention of Colt Shareholders who are not resident in Luxembourg, the United Kingdom or the U.S., or who are subject to the laws of any jurisdiction other than Luxembourg, the United Kingdom or the U.S., is drawn to paragraph 4 of Section A of Part III of this Repurchase Circular. Yours faithfully Simon Haslam Chairman On behalf of the Board of Directors 6

7 PART III TERMS AND CONDITIONS OF THE REPURCHASE OFFER IN RESPECT OF COLT SHARES SECTION A GENERAL TERMS AND CONDITIONS 1 General Any reference in this Repurchase Circular to the Repurchase Offer will include any revision, variation or extension of the Repurchase Offer. The Company reserves the right in its sole discretion to amend and vary the procedure for implementation of the Repurchase Offer, including the terms and the timing of the Repurchase Offer but excluding any reduction in the Repurchase Price. Repurchase Forms of Acceptance which have been, or are deemed to be, validly completed (for Colt Shares held in certificated form) and submitted to the Receiving Agent and Repurchase Electronic Acceptances which have settled (for Colt DIs held in uncertificated form) will be irrevocable, and cannot be withdrawn. All questions as to the validity (including time of receipt) of tenders will be determined by the Company, in its sole discretion, which determination shall be final and binding (except as otherwise required under applicable law). The Company reserves the right to reject any or all tenders it determines not to be in proper form or the acceptance of payment for which may, in the opinion of the Company, be unlawful. Neither the Receiving Agent nor the Company will be obliged to give notice of any defects or irregularities in any tender and none of them will incur any liability for failure to give any such notice. The failure of any person to receive a copy of this Repurchase Circular or the Repurchase Form of Acceptance shall not invalidate any aspect of the Repurchase Offer. Neither the Receiving Agent nor the Company will incur any liability in respect of any person failing to receive this Repurchase Circular and/or, for a person who holds their Colt Shares in certificated form, the Repurchase Form of Acceptance. The results of the Repurchase Offer are expected to be announced on 9 October Procedure for tendering 2.1 Colt Shares held in certificated form (that is, not in CREST) To participate in the Repurchase Offer, Qualifying Shareholders holding Colt Shares in certificated form must complete, sign, have witnessed and return the Repurchase Form of Acceptance in accordance with these instructions and the instructions on the Repurchase Form of Acceptance. Completed, signed and witnessed Repurchase Forms of Acceptance, together with the relevant valid share certificate(s) (if any have been issued with respect to the relevant shares), should be sent either by post in the accompanying reply paid envelope (for use in the U.K. only) or (during normal business hours only) delivered by hand to the Receiving Agent at Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol, BS13 8AE as soon as possible and, in any event, so as to be received by not later than 1.00 p.m. (Luxembourg time) on 8 October Repurchase Forms of Acceptance received after that time will be accepted only at the sole discretion of the Company. Any Repurchase Form of Acceptance received in an envelope postmarked in a Restricted Jurisdiction or otherwise appearing to the Company to have been sent from any Restricted Jurisdiction may be rejected as an invalid tender. For further information on Overseas Shareholders, see paragraph 4 of this Section A below. No acknowledgement of receipt of documents will be given. If your share certificate(s) is/are not readily available (for example, if it is/they are with your bank or other agent) or are lost, the Repurchase Form of Acceptance should nevertheless be completed, signed, witnessed and returned as described above so as to be received by the Receiving Agent, at Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol, BS13 8AE by not later than 1.00 p.m. (Luxembourg time) on 8 October 7

8 2015 together with any share certificate(s) that you may have available and a note of explanation stating that the remaining documents will follow as soon as possible or that you have lost one or more of your share certificate(s). The relevant share certificate(s) should be forwarded as soon as possible thereafter. In respect of those Colt Shares for which your share certificate(s) is/are unavailable, a letter of indemnity can be obtained by writing to Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol, BS13 8AE or contacting them on the Shareholder Helpline. If a separate letter of indemnity is completed, this should be returned with the Repurchase Form of Acceptance as described above so as to be received by the Receiving Agent at Computershare Investor Service PLC, Corporate Actions Projects, Bristol, BS99 6AH by not later than 1.00 p.m. (Luxembourg time) on 8 October A fee may be payable by the Colt Shareholder in respect of each letter of indemnity. Where you have returned a letter of indemnity in respect of unavailable share certificate(s) and you subsequently find or obtain the relevant share certificate(s), you should immediately send the certificate(s) by post or (during normal business hours only) by hand to the Receiving Agent at Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol, BS13 8AE. 2.2 Colt DIs in uncertificated form (that is, in CREST) If you hold Colt DIs in uncertificated form, to tender such Colt DIs under the Repurchase Offer, you should submit a Repurchase Electronic Acceptance by taking (or procuring the taking of) the action set out below to transfer (by means of a TTE Instruction) the number of Colt DIs you wish to tender under the Repurchase Offer to the relevant escrow account specifying Computershare Investor Services PLC (in its capacity as a CREST Participant under the relevant Participant ID(s) and member account ID(s) referred to below) as the Escrow Agent, as soon as possible and in any event so that the Repurchase Electronic Acceptance settles by not later than 1.00 p.m. (Luxembourg time) on 8 October Please note that settlement cannot take place on weekends or bank holidays (or other times at which the CREST system is non-operational) and you should therefore ensure you time the input of any TTE Instructions accordingly. If you are a CREST Sponsored Member, you should refer to your CREST Sponsor before taking any action. Your CREST Sponsor will be able to confirm details of your Participant ID and the member account ID under which your Colt DIs are held. In addition, only your CREST Sponsor will be able to send a Repurchase Electronic Acceptance by way of TTE Instruction to Euroclear in relation to the Colt DIs which you wish to tender. The corporate action number is allocated by Euroclear and can be found by viewing the relevant corporate action details in CREST. After settlement of a Repurchase Electronic Acceptance, you will not be able to access in CREST the Colt DIs concerned for any transaction or charging purposes, notwithstanding that they will be held by Computershare Investor Services PLC as the Escrow Agent, until completion or lapse of the Repurchase Offer. On 8 October 2015 (or such later date as the Company may decide in its sole discretion), Computershare Investor Services PLC will transfer the successfully tendered Colt Shares to itself as the agent of the Company. You are recommended to refer to the CREST manual published by Euroclear for further information on the CREST procedures outlined below. This can be downloaded off the Internet on the Euroclear website at You should note that Euroclear does not make available special procedures in CREST for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE Instruction and its settlement. You should therefore ensure that all necessary actions are taken by you (or by your CREST Sponsor) to enable a Repurchase Electronic Acceptance relating to your Colt DIs to settle prior to 1.00 p.m. (Luxembourg time) on 8 October You are referred in particular to those sections of the CREST manual concerning practical limitations of the CREST system and timings. To tender Colt DIs in uncertificated form you should send (or, if you are a CREST Sponsored Member, procure that your CREST Sponsor sends) a Repurchase Electronic Acceptance by way of a TTE Instruction to Euroclear in relation to such Colt DIs. 8

9 The TTE Instruction must be properly authenticated in accordance with Euroclear s specifications for transfers to escrow and must contain, in addition to the other information that is required for the TTE Instruction to settle in CREST, the following details: * the lsin number for the Colt DIs. This is LU ; * the number of Colt DIs in respect of which you wish to tender and which are to be transferred to the relevant escrow account; * your member account ID; * your Participant ID; * the Participant ID of Computershare Investor Services PLC, in its capacity as a CREST receiving agent, which is 3RA07; * the member account ID of the Receiving Agent in its capacity as Escrow Agent which is COLT; * the intended settlement date; this should be as soon as possible and, in any event, not later than 1.00 p.m. on 8 October 2015; * the contact name and telephone number inserted in the shared note field; * the corporate action number for the Repurchase Offer, which is allocated by Euroclear and can be found by viewing the relevant corporate action details in CREST; and * input with a standard delivery instruction priority of 80. The Company will make an appropriate announcement if any of the details contained in this paragraph relating to settlement in CREST are materially altered. 3 Settlement Settlement of the consideration to which any Colt Shareholder is entitled pursuant to valid tenders under the Repurchase Offer accepted by the Company will be made by the dispatch of cheques or through CREST as follows: 3.1 Colt Shares in certificated form Where an accepted tender relates to Colt Shares held in certificated form, cheques for the consideration due will be despatched by the Receiving Agent (on behalf of the Company) by or on 23 October 2015 by first class post to the person or agent whose name and address (outside a Restricted Jurisdiction) is set out in Boxes 1 or 5 on page 3 of the Repurchase Form of Acceptance or, if none is set out, to the registered address of the tendering Colt Shareholder or, in the case of joint holders, the registered address of the first named Colt Shareholder. All payments will be made in pounds sterling by cheque, drawn on a branch of a U.K. clearing bank. 3.2 Colt Shares in uncertificated form (that is in CREST) Where an accepted tender relates to Colt DIs held by Colt Shareholders in uncertificated form, the consideration due will be paid by or on 23 October 2015 through CREST by the Receiving Agent (on behalf of the Company) procuring the creation of a payment obligation in favour of the payment banks of tendering Colt Shareholders in accordance with the CREST payment arrangements. 4 Overseas Shareholders Overseas Shareholders should inform themselves about and observe any applicable or legal regulatory requirements. If you are in any doubt about your position, you should consult your professional adviser in the relevant jurisdiction. The making of the Repurchase Offer in, or to persons who are citizens or nationals of, or resident in, jurisdictions outside the United Kingdom, the United States or Luxembourg or to custodians, nominees or trustees for citizens, residents or nationals of other countries may be prohibited or affected by the laws of the relevant jurisdiction. Colt Shareholders who are not citizens or nationals of, or resident in, the United Kingdom, the United States or Luxembourg, or who are custodians, nominees or trustees for citizens, residents or nationals of countries outside the United Kingdom, the United States or Luxembourg, should inform themselves about and observe any applicable legal requirements. It is the responsibility of any Overseas Shareholder wishing to take up the 9

10 Repurchase Offer to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental or other consents which may be required, the compliance with other necessary formalities and the payment of any transfer or other taxes or other requisite payments due in such jurisdiction. Any Overseas Shareholder will be responsible for any such transfer or other taxes or other requisite payments by whomsoever payable and the Company, Computershare Investor Services PLC and any person acting on their behalf shall be fully indemnified and held harmless by such shareholder on an after-tax basis for any such transfer or other taxes or other requisite payments such person may be required to pay. No steps have been taken to qualify the Repurchase Offer or to authorise the extending of the Repurchase Offer or the distribution of the Repurchase Form of Acceptance in any territory outside the United Kingdom, the United States or Luxembourg. The Repurchase Offer is not being made, directly or indirectly, in or into or by use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange, any Restricted Jurisdiction and the Repurchase Offer should not be accepted by any such use, means or instrumentality or otherwise from any Restricted Jurisdiction. Such means or instrumentalities include, but are not limited to, facsimile transmission, telex, telephone and internet. Persons receiving documents in connection with the Repurchase Offer (including, without limitation, custodians, nominees and trustees) should not distribute, send or mail them in, into or from a Restricted Jurisdiction or use such mails or any such means, instrumentality or facility in connection with the Repurchase Offer, and doing so will render invalid any related purported acceptance of the Repurchase Offer. Persons wishing to accept the Repurchase Offer should not use such mails or any such means, instrumentality or facility for any purpose, directly or indirectly, relating to acceptance of the Repurchase Offer. Envelopes containing a Repurchase Form of Acceptance should not be postmarked in or otherwise despatched from a Restricted Jurisdiction and all accepting Colt Shareholders must provide addresses outside a Restricted Jurisdiction for the remittance of cash. The Company shall have full discretion in determining whether acceptances under the Repurchase Offer are valid and to require any additional information necessary to exercise such discretion. Any determination made by the Company regarding valid acceptances under the Repurchase Offer shall be final and binding. 10

11 SECTION B REPURCHASE FORM OF ACCEPTANCE FOR COLT SHARES IN CERTIFICATED FORM Each Colt Shareholder by whom, or on whose behalf, any Repurchase Form of Acceptance is executed irrevocably undertakes, represents, warrants and agrees to and with the Company and the Receiving Agent (so as to bind him and his personal representatives, heirs, successors and assigns) to the following effect: (a) that the execution of the Repurchase Form of Acceptance shall constitute: (i) an acceptance of the Repurchase Offer in respect of the number of Colt Shares in certificated form inserted or deemed to be inserted in Box 2 of the Repurchase Form of Acceptance; and (ii) an undertaking to execute any further documents, take any further action and give any further assurances which may be required in connection with the foregoing, in each case on and subject to the terms and conditions set out or referred to in this Repurchase Circular the Repurchase Form of Acceptance and that each such acceptance and undertaking shall be irrevocable. If Box 2 is left blank or a number greater than such Colt Shareholder s registered holding appears in Box 2 or the Repurchase Form of Acceptance is otherwise completed incorrectly, but the Repurchase Form of Acceptance is signed, it will be deemed to be an acceptance by such Colt Shareholder of the terms of the Repurchase Offer in respect of the total number of Colt Shares in certificated form registered in his name; (b) that he is irrevocably and unconditionally entitled to transfer the Colt Shares in respect of which the Repurchase Form of Acceptance is completed and that the Colt Shares in certificated form in respect of which the Repurchase Offer is accepted, or is deemed to be accepted, are sold with full title guarantee, fully paid and free from all liens, charges, encumbrances, rights of preemption and any other third party rights of any nature whatsoever and together with all rights attaching to them as at the date of this Repurchase Circular or subsequently attaching to them, other than the right to receive the Repurchase Price, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions, if any, declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made, on or after the date of this document; (c) that unless NO is inserted or deemed to be inserted in Box 4 of the Repurchase Form of Acceptance, such Colt Shareholder: (i) has not received or sent copies of this document, the Repurchase Form of Acceptance or any related document in, into or from any Restricted Jurisdiction or any other jurisdiction where such actions may constitute a breach of any legal or regulatory requirements of such jurisdiction; (ii) has not otherwise utilised in connection with the Repurchase Offer, directly or indirectly, the use of the mails of or any means or instrumentality (including, without limitation, facsimile transmission, , telex and telephone) of interstate or foreign commerce of, or any facilities of a national securities exchange of, any Restricted Jurisdiction; (iii) is accepting the Repurchase Offer from outside any Restricted Jurisdiction and was outside those jurisdictions when the Repurchase Form of Acceptance was delivered and at the time of accepting the Repurchase Offer and, in respect of the Colt Shares to which the Repurchase Form of Acceptance relates, is not an agent or fiduciary acting on a non-discretionary basis for a principal who has given any instructions with respect to the Repurchase Offer from within any Restricted Jurisdiction; (iv) warrants that the Repurchase Form of Acceptance and any related offer documents have not been mailed or otherwise sent in, into or from any Restricted Jurisdiction; and (v) if such Colt Shareholder is a citizen, resident or national of a jurisdiction outside the United Kingdom, Luxembourg or the United States, he has observed the laws and regulatory requirements of the relevant jurisdiction in connection with the Repurchase Offer, obtained all requisite governmental, exchange control or other consents, complied 11

12 (d) (e) (f) (g) with all other necessary formalities and paid any issue, transfer or other taxes or duties or other requisite payments due in any such jurisdiction in connection with such acceptance and that he has not taken or omitted to take any action that will or may result in the Company or any other person acting in breach of the legal or regulatory requirements of any such jurisdiction in connection with the Repurchase Offer or his acceptance of the Repurchase Offer; that, in relation to Colt Shares in certificated form, the execution of the Repurchase Form of Acceptance and its delivery to the Receiving Agent constitutes the irrevocable appointment of the Company as such Colt Shareholder s attorney and/or agent (attorney), with an irrevocable instruction to the attorney to: (i) complete and execute all or any form(s) of transfer and/or renunciation and/or other document(s) in the attorney s discretion in relation to the Colt Shares referred to in paragraph (a)(i) of this Section B in favour of the Company or as the Company or its agents may direct; (ii) deliver such form(s) of transfer and/or renunciation and/or other document(s) at the attorney s discretion together with any certificate(s) and/or other document(s) of title relating to such Colt Shares for registration within six months of the Repurchase Closing Date; and (iii) do all such other acts and things as may in the opinion of such attorney be necessary or expedient for the purpose of, or in connection with, the acceptance or deemed acceptance of the Repurchase Offer pursuant to the Repurchase Form of Acceptance and to vest in the Company or its nominee the Colt Shares as aforesaid; that, in relation to Colt Shares in certificated form, the execution of the Repurchase Form of Acceptance and its delivery to the Receiving Agent constitutes a separate and irrevocable authority and request: (i) to the Company or its agents to procure the registration of the transfer of those Colt Shares pursuant to the Repurchase Offer and the delivery of the share certificate(s) and/ or document(s) of title in respect thereof to the Company or as it may direct; and (ii) to the Company or its agents to procure the despatch by post of a cheque drawn on a branch of a United Kingdom clearing bank in respect of any cash consideration to which he is entitled under the Repurchase Offer, at the risk of such Colt Shareholder, to the person or agent whose name and address (outside any Restricted Jurisdiction) is set out in Box 5 of the Repurchase Form of Acceptance or, if none is set out, to the first-named holder at his registered address (outside any Restricted Jurisdiction); that the execution of the Repurchase Form of Acceptance and its delivery constitutes a separate authority to the Company or the Receiving Agent and/or their respective agents within the terms of Sections A and B of this Part III; pending registration of the transfer of Colt Shares pursuant to the Repurchase Offer, that the execution of a Repurchase Form of Acceptance by a Colt Shareholder constitutes, in respect of the Colt Shares comprised in such acceptance: (i) an authority to the Company or its agents to be entitled to any rights attaching to any Colt Shares referred to in paragraph (a)(i) of this Section B; (ii) the agreement of such Colt Shareholder not to exercise any such rights without the consent of the Company and the irrevocable undertaking of such Colt Shareholder not to appoint a proxy to attend any general meeting of the Company convened during such period; (iii) an authority to the Company and/or its agents from such Colt Shareholder to send any notice, warrant, document or other communication which may be required to be sent to him as a member of the Company to the Company s registered office or care of the Receiving Agent; and (iv) an irrevocable authority to any directors of, or persons authorised by the Company and/ or its respective agents, to sign any document and do such things as may, in the opinion of that agent and/or attorney, seem necessary or desirable in connection with the rights attaching to the Colt Shares in respect of which the Repurchase Form of Acceptance is completed; 12

13 (h) that he will deliver (or procure the delivery of) his share certificate(s) in respect of all Colt Shares held by him in certificated form in respect of which the Repurchase Offer has been accepted or is deemed to have been accepted, or an indemnity acceptable to the Company in lieu thereof, to the Receiving Agent at Computershare Investor Services PLC, Corporate Actions Projects, The Pavilions, Bridgwater Road, Bristol BS99 6AH, as soon as possible and in any event within six months of the date of this Repurchase Circular; (i) that, if he accepts the Repurchase Offer, he will do all such acts and things as shall, in the opinion of the Company or the Receiving Agent, be necessary or expedient to vest in the Company or such other person as the Company may decide the number of Colt Shares inserted or deemed to be inserted in Box 2 of the Repurchase Form of Acceptance and all such acts and things as may be necessary or expedient to enable the Receiving Agent to perform its functions for the purposes of the Repurchase Offer; (j) that the terms and conditions of the Repurchase Offer contained in this Repurchase Circular will be governed by English law and will be incorporated and deemed to be incorporated in, and form part of, the Repurchase Form of Acceptance which will be read and construed accordingly; (k) that he will ratify each and every act or thing which may be done or effected by the Company or its agents, or any of their respective directors or agents, as the case may be, in the exercise of any of its or their powers and/or authorities hereunder (and to indemnify each such person against any losses arising therefrom); (l) that, if any provision of Section A of this Part III or Section B of this Part III will be unenforceable or invalid or will not operate so as to afford the Company, the Receiving Agent or any director or duly authorised representative of any of them or their respective agents the benefit of the authority expressed to be given therein, he agrees as soon as reasonably practicable to do all such acts and things and execute all such documents that may be required to enable those persons to secure the full benefits of Sections A and B of this Part III; (m) the ejusdem generis principle of construction shall not apply to the terms and conditions of the Repurchase Offer and/or the Repurchase Form of Acceptance. Accordingly, general words shall not be given a restrictive meaning by reason of their being preceded or followed by words indicating a particular class of acts, matters or things or by examples falling within the general words; (n) that the execution of the Repurchase Form of Acceptance constitutes his submission, in relation to any dispute arising out of or in connection with the Repurchase Offer and/or the Repurchase Form of Acceptance and all acceptances in respect thereof (including a dispute relating to any non-contractual obligations arising out of or in connection with the Repurchase Offer and/or the Repurchase Form of Acceptance and all acceptances in respect thereof), to the exclusive jurisdiction of the courts of England and that nothing shall limit the right of the Company to bring any action, suit or proceedings arising out of or in connection with the Repurchase Offer and/or the Repurchase Form of Acceptance and all acceptances in respect thereof (including in relation to any non-contractual obligations arising out of or in connection with the Repurchase Offer and/or the Repurchase Form of Acceptance and all acceptances in respect thereof) in any other court of competent jurisdiction or concurrently in more than one court of competent jurisdiction; and (o) the Repurchase Form of Acceptance will be deemed to be delivered on the date of its execution and will take effect as a deed. References in this Section B to a Colt Shareholder shall include references to the person or persons executing a Repurchase Form of Acceptance, and in the event of more than one person executing a Repurchase Form of Acceptance, the provisions of this Section B shall apply to them jointly and to each of them. 13

14 SECTION C REPURCHASE ELECTRONIC ACCEPTANCE For the purposes of Section C of this Part III, the phrase Colt DIs comprised in the acceptance shall mean the number of Colt DIs which are transferred by the relevant Colt Shareholder by Repurchase Electronic Acceptance to an escrow account by means of a TTE Instruction. Each Colt Shareholder by whom, or on whose behalf, a Repurchase Electronic Acceptance is made irrevocably undertakes, represents, warrants and agrees to and with the Company and the Receiving Agent (so as to bind him and his personal representatives, heirs, successors and assigns) to the following effect: (a) that the Repurchase Electronic Acceptance shall constitute: (i) an acceptance of the Repurchase Offer in respect of the number of Colt Shares represented by the Colt DIs to which the TTE instruction relates; and (ii) an undertaking to execute any further documents, take any further action and give any further assurances which may be required in connection with the foregoing, in each case on and subject to the terms and conditions set out or referred to in this document and that each such acceptance and undertaking shall be irrevocable; (b) that he is irrevocably and unconditionally entitled to transfer the beneficial interest in the Colt Shares represented by the Colt DIs in respect of which the Repurchase Electronic Acceptance is made and that such Colt Shares in respect of which the Repurchase Offer is accepted, or is deemed to be accepted, are sold with full title guarantee, fully paid and free from all liens, charges, encumbrances, rights of preemption and any other third party rights of any nature whatsoever and together with all rights attaching to them as at the date of this Repurchase Circular or subsequently attaching to them, other than the right to receive the Repurchase Price, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions, if any, declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made, on or after the date of this document; (c) that such Colt Shareholder: (i) has not received or sent copies of this document, the Repurchase Electronic Acceptance or any related offer documents in, into or from any Restricted Jurisdiction or any other jurisdiction where such actions may constitute a breach of any legal or regulatory requirements of such jurisdiction; (ii) has not otherwise utilised in connection with the Repurchase Offer, directly or indirectly, the use of the mails of or any means or instrumentality (including, without limitation, facsimile transmission, , telex and telephone) of interstate or foreign commerce of, or any facilities of a national securities exchange of, any Restricted Jurisdiction; (iii) is accepting the Repurchase Offer from outside any Restricted Jurisdiction and was outside those jurisdictions at the time of the input and settlement of the relevant TTE instruction(s) and, in respect of the Colt DIs to which a Repurchase Electronic Acceptance relates, is not an agent or fiduciary acting on a non-discretionary basis for a principal who has given any instructions with respect to the Repurchase Offer from within any Restricted Jurisdiction; (iv) warrants that no TTE instruction has been sent from any Restricted Jurisdiction; and (v) if such Colt Shareholder is a citizen, resident or national of a jurisdiction outside the United Kingdom, Luxembourg or the United States, he has observed the laws and regulatory requirements of the relevant jurisdiction in connection with the Repurchase Offer, obtained all requisite governmental, exchange control or other consents, complied with all other necessary formalities and paid any issue, transfer or other taxes or duties or other requisite payments due in any such jurisdiction in connection with such acceptance and that he has not taken or omitted to take any action that will or may result in the Company or any other person acting in breach of the legal or regulatory requirements of any such jurisdiction in connection with the Repurchase Offer or his acceptance of the Repurchase Offer; 14

15 (d) (e) (f) (g) (h) that the Repurchase Electronic Acceptance constitutes the irrevocable appointment of the Company as such Colt Shareholder s attorney and/or agent (attorney), with an irrevocable instruction to the attorney to do all such acts and things as may in the opinion of such attorney be necessary or expedient for the purpose of, or in connection with, the acceptance or deemed acceptance of the Repurchase Offer and to vest in the Company or its nominee the Colt Shares as aforesaid; that the Repurchase Electronic Acceptance constitutes the irrevocable appointment of the Receiving Agent as such Colt Shareholder s attorney and/or agent (attorney) and an irrevocable instruction and authority to the attorney: (i) (ii) (iii) to transfer to the Company (or to such other person or persons as the Company or its agents may direct) by means of CREST all or any of the Colt DIs which are the subject of a TTE instruction in respect of that Repurchase Electronic Acceptance; to instruct the Depositary (or its nominated custodian) in writing to withdraw from CREST (if the Company so requests) Colt DIs to which the Repurchase Electronic Acceptance relates in accordance with the Deed Poll and transfer such Colt Shares to the Company or as it may direct; and if required, to execute and deliver to the Depositary a stock transfer form in respect of the Colt Shares represented by the Colt DIs to which the Repurchase Electronic Acceptance relates and carry out all other formalities required, under the Deed Poll or otherwise, to vest the legal title in such Colt Shares with the Company or as it may direct; that the Repurchase Electronic Acceptance constitutes a separate and irrevocable authority and request to the Company or its agents to procure the making of a CREST payment obligation in favour of the Colt Shareholder s payment bank in accordance with the CREST payment arrangements in respect of any cash consideration to which such shareholder is entitled under the Repurchase Offer, provided that: (i) the Company may (if, for any reason, it wishes to do so) determine that all or any part of any such cash consideration shall be paid by cheque drawn on a branch of a United Kingdom clearing bank despatched by post; and (ii) if the Colt Shareholder concerned is a CREST member whose registered address is in a Restricted Jurisdiction, any cash consideration to which such shareholder is entitled shall be paid by cheque drawn on a branch of a United Kingdom clearing bank despatched by post, at the risk of such shareholder, to the first-named holder at an address outside a Restricted Jurisdiction stipulated by such holder or as otherwise determined by the Company; that the Repurchase Electronic Acceptance constitutes a separate authority to the Company or the Receiving Agent and/or their respective agents within the terms of Sections A and C of this Part III; that the Repurchase Electronic Acceptance by a Colt Shareholder constitutes, in respect of the Colt DIs comprised in such acceptance: (i) (ii) (iii) (iv) an authority to the Company or its agents to be entitled to any rights attaching to any Colt Shares represented by the Colt DIs comprised or deemed to be comprised in the Repurchase Electronic Acceptance; the agreement of such Colt Shareholder not to exercise any of such rights without the consent of the Company and the irrevocable undertaking of such Colt Shareholder not to appoint a proxy to attend any general meeting of the Company convened during such period; an authority to the Company and/or its agents from such Colt Shareholder to send any notice, warrant, document or other communication which may be required to be sent to him as a member of the Company (including any share certificate(s) issued as a result of a conversion of such Colt DIs into Colt Shares in certificated form) to the Company at the Company s registered office or care of the Receiving Agent; and an irrevocable authority to any directors of, or persons authorised by the Company and/ or its respective agents, to sign any document and do such things as may, in the opinion of that agent and/or attorney, seem necessary or desirable in connection with the rights attaching to the Colt Shares represented by the Colt DIs held by him; 15