All Cash Final Offer. Colt Group S.A. Lightning Investors Limited FMR LLC. FIL Limited

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1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, another appropriately authorised independent financial adviser in the relevant jurisdiction. This document should be read in conjunction with the accompanying Form of Acceptance (if you hold Colt Shares in certificated form). If you have sold or otherwise transferred all of your Colt Shares, please send this document and any accompanying document (but not any personalised Form of Acceptance) as soon as possible to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. However, these documents must not be distributed, forwarded or transmitted in or into any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction (a Restricted Jurisdiction). If you have sold or transferred only part of your holding of Colt Shares, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected. The release, publication or distribution of this document in, into or from jurisdictions other than the United Kingdom, Luxembourg or the United States and the availability of the Offer to Colt Shareholders who are not resident in the United Kingdom, Luxembourg or the United States may be restricted by the laws of those jurisdictions. Therefore persons into whose possession this document comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This document does not constitute an offer to sell or issue, nor the solicitation of an offer to buy or subscribe for, shares in any jurisdiction in which such offer or solicitation is unlawful. All Cash Final Offer for Colt Group S.A. by Lightning Investors Limited an entity jointly owned by FMR LLC and FIL Limited You should read carefully the whole of this document and, if your Colt Shares are held in certificated form, the Form of Acceptance. The procedure for acceptance of the Offer is set out on page 6 of this document and, in respect of Colt Shares held in certificated form, in the Form of Acceptance. To accept the Offer in respect of Colt Shares held in certificated form, you must complete and return the accompanying Form of Acceptance as soon as possible and, in any event, so as to be received by the Receiving Agent by no later than 1.00 p.m. (London time) on 11 August Acceptances in respect of Colt DIs should be made electronically through CREST so that the TTE instruction settles no later than 1.00 p.m. (London time) on 11 August If you are a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to Euroclear. This document will be available on Colt s website at as soon as possible and in any event by no later than 12 noon (London time) on 9 July If you have any questions about this document or are in any doubt as to how to complete the Form of Acceptance (if you hold Colt Shares in certificated form), or if you want to request a hard copy of this document (and/or any information incorporated into it by reference to another source) please contact the Receiving Agent, 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. Calls from landline providers typically cost up to 12 pence per minute. From mobile networks calls cost between 5 pence and 40 pence per minute. Calls from outside the U.K. are chargeable at applicable international rates. Calls may be recorded and randomly monitored for security and training purposes. Lines are open from 9.00 a.m. until 5.00 p.m.

2 (London time) Monday to Friday (excluding U.K. public holidays). The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice. Capitalised words and phrases used in this document shall have the meanings given to them in Appendix 4. J.P. Morgan Limited, which conducts its U.K. investment banking business as J.P. Morgan Cazenove ( J.P. Morgan Cazenove ) and is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Fidelity and BidCo and no one else in connection with the Offer and will not regard any other person as its client in relation to the Offer or any other matter referred to in this document and will not be responsible to anyone other than Fidelity and BidCo for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to the Offer or any other matter referred to herein. IMPORTANT INFORMATION The statements contained in this document are not to be construed as legal, business, financial or tax advice. If you are in any doubt about the content of this document, you should consult your own legal, financial or tax adviser for legal, business, financial or tax advice. The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them, and service of this document shall not give rise to any implication that there has been no change in the facts set out in this document since such date. No dealer, salesperson or other person is authorised to give any information or to make any representations with respect to the Offer other than such information or representations contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by BidCo, Fidelity or Colt. Regulation of the Offer and disclosure Due to the existing shareholdings of Fidelity in Colt, the Offer does not constitute a takeover offer for the purposes of the Takeover Directive and accordingly is not a transaction that is regulated by the Panel or by the Commission de Surveillance du Secteur Financier (CSSF) Luxembourg. Accordingly, Colt Shareholders and others dealing in Colt Shares are not obliged to disclose any of their dealings in accordance with Rule 8 of the Code. However, Colt Shareholders and others dealing in Colt Shares or in certain financial instruments giving access to Colt Shares are reminded (i) that they are required to make notifications provided for by the Transparency Law of Luxembourg of 11 January 2008, and (ii) that any person who reaches, exceeds or falls below the threshold of 3 per cent. and/or each 1 per cent. threshold thereafter, is required by Colt s articles of association to notify Colt and the Commission de Surveillance du Secteur Financier (CSSF) Luxembourg of such a change. Overseas Shareholders The laws of the relevant jurisdictions may affect the availability of the Offer to persons who are not resident in Luxembourg, the United Kingdom or the U.S. Persons who are not resident in Luxembourg, the United Kingdom or the U.S. or who are subject to laws of any jurisdiction other than Luxembourg, the United Kingdom or the U.S., should inform themselves about, and observe, any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Offer Document or the Form of Acceptance or any accompanying document to any jurisdiction outside Luxembourg, the United Kingdom or the U.S. should refrain from doing so and seek appropriate professional advice before taking any such action. The Offer is not being made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Offer is not capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this document (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. Doing so may render invalid any related purported acceptance of the Offer. Such 2

3 persons should read paragraph 4 of Part B and paragraph (c) of Parts C and D of Appendix 1 to this document before taking any action. Note to U.S. investors in Colt The Offer is being made for securities of a Luxembourg company listed on the London Stock Exchange and Colt Shareholders in the U.S. should be aware that this Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with any applicable requirements under Luxembourg and U.K. disclosure requirements, format and style, all of which differ from those in the U.S. Any financial information that is included in this Offer Document, or in any other document relating to the Offer in so far as it relates to Colt has been or will be prepared in accordance with International Financial Reporting Standards as adopted by the European Union and may not be comparable to financial statements of companies in the U.S. or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Offer is being made in the U.S. pursuant to Section 14(e) and Regulation 14E under the Exchange Act and otherwise in accordance with any applicable requirements under Luxembourg or English law, the London Stock Exchange and the Financial Conduct Authority. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law. Colt is incorporated under the laws of Luxembourg. In addition, some of its officers and directors reside outside the U.S., and some or all of its assets are or may be located in jurisdictions outside the U.S. Therefore, investors may have difficulty effecting service of process within the U.S. upon those persons or recovering against Colt or its officers or directors on judgments of U.S. courts, including judgments based upon the civil liability provisions of the U.S. federal securities laws. It may not be possible to sue Colt or its officers or directors in a non-u.s. court for violations of the U.S. securities law. The receipt of cash pursuant to the Offer by a U.S. holder of Colt Shares may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each Colt Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the Offer. Furthermore, the payment and settlement procedure with respect to the Offer complies with the relevant United Kingdom rules, which differ from the United States payment and settlement procedures, particularly with regard to the date of payment of consideration. Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved the Offer, or passed comment upon the adequacy or completeness of this document. Any representation to the contrary is a criminal offence in the United States. In accordance with normal U.K. market practice, BidCo, or its nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Colt Shares outside the Offer before or during the period in which the Offer remains open for acceptance. Those purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and in either case, not at a price which is greater than the Offer Price. Any information about such purchases will be disclosed to all investors to the extent required in the United Kingdom, the United States or Luxembourg, will be reported to a Regulatory Information Service provider and will be available on the London Stock Exchange s website, If such purchases or arrangements to purchase are made, they will be made outside the United States and will comply with applicable law, including the Exchange Act. Forward Looking Statements This document contains certain forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical facts. Forward-looking statements often use words such as anticipate, target, expect, estimate, intend, plan, project, goal, believe, aim, will, may, would, could or should or other words of similar meaning or the negative thereof. Actual results may differ materially from those included in such forward-looking statements and therefore you should not place undue reliance on them. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses 3

4 and future prospects; (ii) business and management strategies and the expansion and growth of the operations of Fidelity or Colt; and (iii) the effects of government regulation on the business or interests of Fidelity or Colt. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or prospects of Fidelity or Colt, or industry results, to be materially different from any results, performance or prospects expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies or interests of Fidelity or Colt and the environment in which they will operate in the future. All subsequent oral or written forward-looking statements attributable to BidCo, Fidelity or Colt or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. None of BidCo, Fidelity or Colt undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required. No profit forecasts or estimates Nothing in this document shall be deemed to be a forecast, projection or estimate of the future financial performance of Fidelity or the Fidelity Group, or Colt or the Colt Group, except where otherwise stated. 4

5 EXPECTED TIMETABLE OF PRINCIPAL EVENTS The dates and times set forth in the table below in connection with the Offer are indicative only and may vary in accordance with the terms and conditions of the Offer, as described in this document. Announcement of the Offer 19 June 2015 Offer Document posted to Colt Shareholders 8 July 2015 Response by the Independent Directors to the terms of the Offer posted to Colt Shareholders By 22 July 2015 Colt Shareholders Meeting a.m. on 11 August 2015 First Closing Date 1.00 p.m. on 11 August

6 (A) TO ACCEPT THE OFFER IF YOU HOLD COLT SHARES IN CERTIFICATED FORM (THAT IS, NOT IN CREST), YOU SHOULD READ PARAGRAPH 16.1 OF THE LETTER FROM BIDCO TO COLT SHAREHOLDERS IN PART 1 OF THIS DOCUMENT AND COMPLETE THE ACCOMPANYING FORM OF ACCEPTANCE IN ACCORDANCE WITH THE INSTRUCTIONS PRINTED ON IT AND SET OUT IN PARAGRAPH THE COMPLETED FORM OF ACCEPTANCE SHOULD BE RETURNED AS SOON AS POSSIBLE BY POST TO THE RECEIVING AGENT, COMPUTERSHARE INVESTOR SERVICES PLC, CORPORATE ACTIONS PROJECTS, THE PAVILIONS, BRIDGWATER ROAD, BRISTOL BS99 6AH OR BY HAND (DURING NORMAL BUSINESS HOURS ONLY) TO THE RECEIVING AGENT, COMPUTERSHARE INVESTOR SERVICES PLC, THE PAVILIONS, BRIDGWATER ROAD, BRISTOL BS13 8AE, AND IN ANY EVENT SO AS TO BE RECEIVED BY COMPUTERSHARE INVESTOR SERVICES PLC NO LATER THAN 1.00 P.M. (LONDON TIME) ON 11 AUGUST A REPLY-PAID ENVELOPE IS ENCLOSED FOR USE IN THE UNITED KINGDOM. (B) IF YOU HOLD COLT DIs (IN CREST), YOU SHOULD READ PARAGRAPH 16.2 OF THE LETTER FROM BIDCO TO COLT SHAREHOLDERS IN PART 1 OF THIS DOCUMENT AND ENSURE THAT AN ELECTRONIC ACCEPTANCE IS MADE BY YOU OR ON YOUR BEHALF AS SOON AS POSSIBLE AND IN ANY EVENT NO LATER THAN 1.00 P.M. (LONDON TIME) ON 11 AUGUST IF YOU ARE A CREST SPONSORED MEMBER, YOU SHOULD REFER TO YOUR CREST SPONSOR AS ONLY YOUR CREST SPONSOR WILL BE ABLE TO SEND THE NECESSARY TTE INSTRUCTION(S) TO EUROCLEAR. IF YOU REQUIRE ASSISTANCE IN COMPLETING YOUR FORM OF ACCEPTANCE (OR WISH TO OBTAIN AN ADDITIONAL FORM OF ACCEPTANCE), OR HAVE QUESTIONS IN RELATION TO MAKING AN ELECTRONIC ACCEPTANCE, PLEASE CONTACT THE RECEIVING AGENT, COMPUTERSHARE INVESTOR SERVICES PLC ON FROM WITHIN THE U.K. OR ON + 44 (0) IF CALLING FROM OUTSIDE THE U.K.. Calls from landline providers typically cost up to 12 pence per minute. From mobile networks calls cost between 5 pence and 40 pence per minute. Calls from outside the U.K. are chargeable at applicable international rates. Calls may be recorded and randomly monitored for security and training purposes. Lines are open from 9.00 a.m. until 5.00 p.m. (London time) Monday to Friday (excluding U.K. public holidays). The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice. ALL REFERENCES TO TIME IN THIS DOCUMENT AND IN THE FORM OF ACCEPTANCE ARE TO LONDON TIME UNLESS OTHERWISE STATED. Settlement Subject to the Offer becoming or being declared wholly unconditional, settlement for those Colt Shareholders who have validly accepted the Offer will be effected within 14 calendar days of the Offer becoming or being declared wholly unconditional or, in relation to valid acceptances received after this date, within 14 calendar days of receipt of that acceptance. GENERAL This document should be read as a whole and, in the case of holders of Colt Shares in certificated form, in conjunction with the Form of Acceptance. Colt Shareholders are recommended to seek financial advice from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under FSMA if they are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction. THE FIRST CLOSING DATE OF THE OFFER IS 11 AUGUST 2015 AT 1.00 P.M. (LONDON TIME) 6

7 CONTENTS LETTER FROM LIGHTNING INVESTORS LIMITED... 8 APPENDIX 1 : CONDITIONS AND FURTHER TERMS OF THE OFFER APPENDIX 2: SOURCES OF INFORMATION AND BASES OF CALCULATION APPENDIX 3: ADDITIONAL INFORMATION APPENDIX 4: DEFINITIONS

8 LETTER FROM LIGHTNING INVESTORS LIMITED (a limited company incorporated under the laws of Bermuda with registered number 50155) Directors: Bradley Lane MacDonald Cyrus Jilla Allan Pelvang Registered office: Pembroke Hall, 42 Crow Lane Pembroke, Hamilton HM19 Bermuda 8 July 2015 To: Colt Shareholders and, for information only, to persons with information rights Dear Colt Shareholder, All cash final Offer by BidCo (an entity jointly owned by FMR and FIL) to acquire the issued and to be issued share capital of Colt Group S.A. not currently owned by Fidelity 1. Introduction On 19 June 2015, Fidelity announced its intention to make 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 Colt not currently owned by Fidelity. This letter, Appendix 1 to this document and, in the case of Colt Shares held in certificated form, the Form of Acceptance, contain the formal terms and conditions of the Offer for your Colt Shares. To accept the Offer you must complete, sign and return the Form of Acceptance, or submit an Electronic Acceptance, as soon as possible and, in any event, so as to be received or settled by no later than 1.00 p.m. (London time) on 11 August 2015 in the case of a Form of Acceptance and 1.00 p.m. (London time) on 11 August 2015 in the case of an Electronic Acceptance. The attention of Colt Shareholders who are citizens or residents of jurisdictions outside the United Kingdom, Luxembourg or the United States or who are holding shares for such citizens or residents and any person (including, without limitation, any custodian, nominee or trustee) who may have an obligation to forward any document in connection with the Offer outside the United Kingdom, Luxembourg or the United States is drawn to paragraph 14 of this letter, paragraph 4 of Part B and paragraph (c) of Parts C and D of Appendix 1 to this document and, if the Colt Shares are held in certificated form, to the relevant provisions of the Form of Acceptance, which they should read before taking any action. 2. The Offer The Offer is subject to the satisfaction (or, where applicable, waiver in accordance with paragraph 2 of Part A of Appendix 1 to this document) of the Conditions. Under the Offer, BidCo is offering to acquire, subject to the conditions and further terms of the Offer set out in this document and, in the case of Colt Shares held in certificated form, the Form of Acceptance, the entire issued and to be issued share capital of Colt on the following basis: for each Colt Share 190 pence in cash The Offer Price will not be increased. The Offer values the entire issued and to be issued share capital of Colt on a fully diluted basis at approximately 1,720.3 million. The Offer Price, which Fidelity believes fully and fairly values the Colt Shares and reflects the anticipated plans of Colt s management for the business and its prospects, represents a premium of approximately: * 34.4 per cent. to the volume weighted average closing price per Colt Share of 141 pence for the twelve months ended on 18 June 2015 (being the last Business Day prior to the date of the Announcement); * 28.6 per cent. to the volume weighted average closing price per Colt Share of 148 pence for the three months ended on 18 June 2015; and * 21.3 per cent. to the Closing Price per Colt Share of 157 pence on 18 June

9 The Offer is conditional upon, amongst other things: * the approval by a majority of Independent Colt Shareholders voting on a resolution for (i) the amendment of the Relationship Agreement to remove clause 6 thereof and permit the acquisition of Colt Shares pursuant to the Offer upon the Offer becoming or being declared wholly unconditional and (ii) the termination of the Relationship Agreement effective as of, and conditional upon, Delisting; and * BidCo receiving acceptances (which are not, where permitted, withdrawn) in respect of Colt Shares which, when aggregated with Fidelity s existing shareholdings in Colt, represent not less than 95 per cent. in nominal value of the issued or to be issued Colt Shares (or such lesser percentage not being less than 80 per cent. as BidCo may decide of the issued share capital of Colt) and not less than 95 per cent. (or such lesser percentage not being less than 80 per cent. as BidCo may decide) of the voting rights carried by those Colt Shares. Due to the existing shareholdings of Fidelity in Colt, the Offer does not constitute a takeover offer for the purposes of the Takeover Directive and accordingly is not a transaction regulated by the Panel or the Commission de Surveillance du Secteur Financier (CSSF) Luxembourg. 3. Background to and reasons for the Offer Fidelity holds a diversified portfolio of privately held investments operating outside the financial services industry. Fidelity was the founding investor in Colt before its initial public offering and has been a committed supporter of Colt during its time as a publicly traded company. Nonetheless, Fidelity has come to the conclusion that it would prefer to hold its investment in the private domain and to cancel the listing on the Official List of the Colt Shares, consistent with the way in which it holds its other non-financial proprietary investments. Fidelity has stated that it is a committed and long term investor and will not sell or take any other steps to dispose of its Colt Shares to any third party prior to 31 December Although the Code does not apply to the Offer, Fidelity will treat this statement as binding on it as if it was a post-offer undertaking to which the Code applied. 4. Irrevocable undertakings BidCo received irrevocable undertakings to accept or procure acceptance of the Offer and to vote in favour of the Shareholders Resolutions and against any Impeding Resolution from Ruffer LLP and Standard Life Investments in respect of Colt Shares held or otherwise controlled by them. As of 6 July 2015, these undertakings related to 70,106,766 Colt Shares representing, in aggregate, approximately: * 23.4 per cent. of Colt s issued share capital held by Independent Colt Shareholders; and * 7.8 per cent. of Colt s issued share capital. The irrevocable undertakings referred to above will cease to be binding if the Offer does not become or has not been declared wholly unconditional by 6 October 2015, being the date falling 109 days after the date of the Announcement (or, in the case of Standard Life Investments, such later date as determined by BidCo). Further details of these undertakings are set out in paragraph 2 of Appendix 3 to this document. 5. Information on BidCo, the Fidelity Group and the Relationship Agreement BidCo is a newly-incorporated company formed for the purposes of the Offer and jointly owned by FMR and FIL. Each of FMR and FIL will transfer to BidCo its respective shareholdings in Colt prior to the Offer becoming or being declared wholly unconditional. FMR and FIL are related through common ownership but are not under common control. FMR was established by Edward C. Johnson II and is a privately owned American multinational financial services company focused primarily on the provision of asset management and financial services across North America. FIL is a privately owned international provider of asset management and financial services for clients across Europe, EMEA and Asia. The Johnson family continues to have an interest in both companies. A relationship agreement has been in place with Colt s major Fidelity Group shareholders since Colt became a publicly traded company. The current Relationship Agreement contains, inter alia, provisions relating to: 9

10 * Independent Directors the Fidelity Parties have agreed to vote and to procure that their affiliates vote their Colt Shares to ensure that the number of Colt Directors that are affiliated with the Fidelity Parties and their affiliates is less than half of the number of Colt Directors in office at any time; * compliance with the Listing Rules each Fidelity Party has agreed with Colt that neither it nor its associates shall take any action that would prevent Colt from complying with its obligations under the Listing Rules, or propose a resolution to Colt Shareholders which circumvents the proper application of the Listing Rules; * arm s length transactions each Fidelity Party has agreed that it and its associates shall conduct all transactions and arrangements between the Fidelity Parties and the Colt Group at arm s length and on normal commercial terms, and that neither it nor its affiliates shall enter into any contract or arrangement for the provision of services with the Colt Group without the prior approval of a majority of the Independent Directors; * maintenance of public shareholder base each Fidelity Party has agreed that neither it nor its affiliates shall acquire Colt Shares if as a consequence of doing so Colt would be in breach of Rule R of the Listing Rules (as modified by any waiver or dispensation granted by the U.K. Listing Authority); and * non-compete the Fidelity Parties have agreed not to compete with the Colt Group on electronic communication services, telecommunication network services, managed data service facilities and managed IT services in Europe, Japan, Singapore, Korea and China (including Hong Kong) without the consent of the Independent Directors. 6. Colt Shareholders Meeting The Colt Convening Notice relating to the Colt Shareholders Meeting to be held at K2 Building, Forte 1, 2a rue Albert Borschette, L-1246, Luxembourg on 11 August 2015 starting at a.m. (Luxembourg time) accompanies this document. 7. Financing The total Offer Price payable under the terms of the Offer is being financed from Fidelity s existing cash resources. J.P. Morgan Cazenove, financial adviser to Fidelity and BidCo, is satisfied that resources are available to BidCo to enable it to satisfy in full the cash consideration payable under the terms of the Offer. 8. Management and employees Fidelity has a long-standing relationship with Colt and is aware of the contribution and importance of Colt management and employees. Accordingly, BidCo confirms that the existing employment rights, including pension rights, of existing management and employees of Colt will be fully observed. Fidelity has no current plans to change the strategy of Colt, its fixed assets or the location of Colt s operational places of business. 9. Colt Share Schemes and Colt pension schemes The Offer will extend to any Colt Shares unconditionally allotted or issued pursuant to the exercise of options or vesting of awards under the Colt Share Schemes while the Offer remains open for acceptance. BidCo will contact participants in the Colt Share Schemes if the Offer becomes or is declared wholly unconditional regarding the effect of the Offer on their rights under the Colt Share Schemes and will make appropriate proposals to participants in the Colt Share Schemes. Fidelity has not yet carried out a review of Colt s pension schemes and current employer contribution arrangements for the funding of such pension schemes (including the funding of any scheme deficit), the accrual of benefits for existing members or the admission of new members. Fidelity will assess Colt s pension schemes and funding arrangements in more detail following the Offer becoming wholly unconditional, and Fidelity cannot be certain of what, if any, changes it may make to these arrangements, as this will depend on the outcome of its assessment. 10. Delisting, Repurchase Offer and compulsory acquisition of Colt Shares The Offer is conditional on, amongst other things, the Relationship Agreement Resolution being passed, as acceptances of the Offer would otherwise be prohibited by the terms of the Relationship 10

11 Agreement. This is because, pursuant to the terms of clause 6 of the Relationship Agreement, each Fidelity Party has agreed that neither it nor its affiliates will acquire Colt Shares if as a consequence of doing so Colt would be in breach of Rule R of the Listing Rules (as modified by any waiver or dispensation granted by the U.K. Listing Authority). Listing Rule R makes it a condition of a listed company s continued inclusion on the Official List that at least 25 per cent. of its ordinary shares are in public hands (unless a waiver or dispensation is granted by the U.K. Listing Authority). In order for Fidelity to proceed with the Offer, the Shareholders Resolutions require approval of (i) the amendment of the Relationship Agreement to remove clause 6 thereof and permit the acquisition of Colt Shares pursuant to the Offer upon the Offer becoming or being declared wholly unconditional and (ii) effective as of, and conditional upon Delisting, the termination of the Relationship Agreement. The Relationship Agreement will be amended and terminated with the approval of a majority of the Independent Colt Shareholders voting at the Colt Shareholders Meeting. Independent Colt Shareholders representing 23.4 per cent. of Colt s issued share capital held by the Independent Colt Shareholders have already undertaken to vote in favour of the termination of the Relationship Agreement. If the Offer becomes or is declared wholly unconditional BidCo intends to procure that Colt will make an application for the cancellation of the listing on the Official List of the Colt Shares and for the cancellation of the admission to trading on the London Stock Exchange s market for listed securities of the Colt Shares. It is anticipated that the cancellation of the listing on the Official List and the cancellation of the admission to trading on the London Stock Exchange s market for listed securities will take effect no earlier than 20 Business Days after the date on which BidCo has, by virtue of its shareholdings and acceptances of the Offer, acquired or agreed to acquire issued share capital carrying more than 80 per cent. of the voting rights of Colt. BidCo will notify Colt Shareholders by an announcement when the required threshold for Delisting has been attained and the notice period has commenced, such announcement to include the anticipated date of cancellation. The notice period of not less than 20 Business Days prior to the cancellation will commence on the date on which the Offer becomes or is declared wholly unconditional. Delisting would significantly reduce the liquidity and marketability of any Colt Shares not purchased pursuant to the Offer, and their value may be affected as a consequence. Consequences of Delisting would further include: * financial reporting of Colt would no longer be subject to the Transparency Directive (2004/109/ EC) standards but only to the standards provided for by Luxembourg internal accounting law; furthermore, no semi-annual report would be required, nor first and third quarter interim reports; * Colt would no longer be under the supervision of the CSSF, except for the purposes of a statutory squeeze-out or buy-out pursuant to the Luxembourg Squeeze-Out and Mandatory Sell- Out Law; * the requirement to make an annual corporate governance declaration including on risk management and on application of corporate governance principles would no longer apply; * subject to certain conditions, Colt would no longer have to produce consolidated financial statements; * Colt s accounting standards may be changed from International Financial Reporting Standards to Luxembourg Generally Accepted Accounting Principles; * the Market Abuse Regulation (Regulation 596/2014) would no longer apply, including the need to publish price-sensitive non-public information; * the Shareholder Rights Directive (2007/36/EC) would no longer be applicable and therefore the convening and holding of shareholders meetings would be governed by Luxembourg corporate law and Colt s articles of association only; and * substantial participation notification requirements would no longer apply. Following the Delisting, BidCo intends to procure that Colt makes an offer to the Colt Shareholders in respect of whom valid acceptances of the Offer have not been received, to repurchase their Colt Shares at the Offer Price. 11

12 When BidCo holds shares in Colt representing 95 per cent. or more of the issued share capital and 95 per cent or more of the voting rights in Colt, BidCo further intends to exercise its rights pursuant to article 4 of the Luxembourg Squeeze-Out and Mandatory Sell-Out Law to acquire compulsorily the remaining Colt Shares in respect of which neither the Offer nor the Repurchase Offer has at such time been accepted. 11. Disclosure of Fidelity interests in Colt Shares Fidelity holds 559,770,078 shares in Colt (representing approximately 62.4 per cent. of Colt s issued share capital as at the date of this document). 12. General In deciding whether or not to accept or procure acceptance of the Offer in respect of their Colt Shares, Colt Shareholders should rely on the information contained, and follow the procedures described, in this document and the Form of Acceptance. This document has not been reviewed by any federal state securities commission or regulatory authority in the U.S., is not subject to approval by the Commission de Surveillance du Secteur Financier (CSSF) Luxembourg, nor is the CSSF or any commission or authority opining upon the accuracy or adequacy of this document. Any representation to the contrary is unlawful and may be a criminal offence. 13. Taxation Your attention is drawn to paragraph 4 of Appendix 3 to this document which sets out a general guide on United Kingdom and Luxembourg taxation, respectively, based on legislation and practice as at 7 July If you are in any doubt as to your tax position or are subject to taxation in any jurisdiction other than the United Kingdom or Luxembourg, you should consult an appropriate independent professional adviser immediately. 14. Overseas Shareholders The availability of the Offer to Colt Shareholders who are not resident in the United Kingdom, Luxembourg or the United States may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. If you remain in any doubt, you should consult your professional adviser in the relevant jurisdiction without delay. The attention of Colt Shareholders who are citizens or residents of jurisdictions outside the United Kingdom, Luxembourg or the United States or who are holding shares for such citizens or residents and any person (including, without limitation, any agent, nominee, custodian or trustee) who may have an obligation to forward any document in connection with the Offer outside the United Kingdom, Luxembourg or the United States is drawn to paragraph 4 of Part B and paragraph (c) of Parts C and D of Appendix 1 to this document and, if the Colt Shares are held in certificated form, to the relevant provisions of the Form of Acceptance, which they should read before taking any action. The Offer is not being made, directly or indirectly in, into or from any Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws of that jurisdiction, and it is not currently intended that the Offer will be capable of acceptance by any such use, means, instrumentality or facility from within any such jurisdiction. Accordingly, persons who are unable to give the warranties set out in paragraphs (c) of Parts C and D of Appendix 1 to this document may be deemed not to have validly accepted the Offer. 15. Position as regards Colt DIs Under the Offer, BidCo intends to acquire your Colt Shares (or, if it so elects, your Colt DIs). If you are a holder of Colt DIs, the Offer may be validly accepted by making an Electronic Acceptance in respect of your Colt DIs in accordance with the terms set out in this document. This method of acceptance will constitute a valid acceptance of the Offer in respect of each Colt DI which is the subject of the relevant Electronic Acceptance. If a valid acceptance of the Offer has been made in respect of a Colt DI, no separate acceptance of the Offer may be made by the relevant holder of that Colt DI, the Depositary (or its nominated custodian) in respect of the Colt Share which such Colt DI represents and no person other than 12

13 BidCo shall have any rights whatsoever under the Offer in respect of the Colt Share which such Colt DI represents. Where the Offer is validly accepted in respect of a Colt DI in the manner described above, BidCo intends, following the date on which the Offer is declared wholly unconditional (or, if later, following the date of receipt of such acceptance), to direct the Depositary (or its nominated custodian) to withdraw from CREST that Colt DI and transfer the Colt Share represented by it to BidCo, in order for BidCo to be registered as the direct holder of that Colt Share in the shareholder register of Colt. In such circumstances, BidCo will be directly acquiring the relevant Colt Share and not the relevant Colt DI. Alternatively BidCo may, at its sole discretion, elect to be registered as the holder of the relevant Colt DI in the Colt register of Colt DIs. 16. Actions to be taken to accept the Offer Colt Shareholders who hold their Colt Shares in certificated form (that is, not in CREST) should read paragraph 16.1 below in conjunction with the Form of Acceptance and Parts B and C of Appendix 1 to this document. The instructions on the Form of Acceptance are deemed to form part of the terms of the Offer. Colt Shareholders who hold Colt DIs (that is, through CREST) should read paragraph 16.2 below in conjunction with Parts B and D of Appendix 1 to this document. You should note that, if you hold Colt Shares in both certificated and uncertificated form, you should complete a Form of Acceptance for Colt Shares held in certificated form in accordance with instructions in paragraph 16.1 below, and Colt Shares held in uncertificated form should be dealt with in accordance with paragraph 16.2 below Colt Shares held in certificated form (that is, not in CREST) (a) Completion of Form of Acceptance To accept the Offer in respect of Colt Shares held in certificated form (that is, not in CREST), you must complete the Form of Acceptance in accordance with the instructions set out below and on the Form of Acceptance. You should complete separate Forms of Acceptance for Colt Shares held in certificated form but under different designations. This will primarily be relevant to nominee shareholders. If you have any queries as to how to complete the Form of Acceptance or require additional Forms of Acceptance, please telephone the Receiving Agent, Computershare Investor Services PLC on from within the U.K. or on + 44 (0) if calling from outside the U.K. Calls from landline providers typically cost up to 12 pence per minute. From mobile networks calls cost between 5 pence and 40 pence per minute. Calls from outside the U.K. are chargeable at applicable international rates. Calls may be recorded and randomly monitored for security and training purposes. Lines are open from 9.00 a.m. until 5.00 p.m. (London time) Monday to Friday (excluding U.K. public holidays). The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice. The instructions printed on the Form of Acceptance shall be deemed to form part of the terms of the Offer. (i) To accept the Offer in respect of all your Colt Shares in certificated form you must complete Box 2 and sign Box 3 of the enclosed Form of Acceptance. In all cases, if you are an individual, you must sign Box 3 on the Form of Acceptance in the presence of a witness who should also sign in accordance with the instructions printed on it. Any Colt Shareholder which is a company should execute Box 3 of the Form of Acceptance in accordance with the instructions printed on it. If you do not insert a number in Box 2 of the Form of Acceptance, or if you insert in Box 2 a number which is greater than the number of Colt Shares that you hold in certificated form and you have signed Box 3, your acceptance will be deemed to be in respect of all the Colt Shares held by you in certificated form. (ii) To accept the Offer in respect of less than all your Colt Shares in certificated form you must insert in Box 2 on the enclosed Form of Acceptance such lesser number of Colt Shares in respect of which you wish to accept the Offer in accordance with the instructions printed on it. You should then follow the procedure set out in paragraph 16.1(a)(i) above in respect of such lesser number of Colt Shares. 13

14 (b) (c) (d) (e) Return of Form of Acceptance To accept the Offer in respect of Colt Shares held in certificated form, the completed, signed and witnessed Form of Acceptance should be returned by post to the Receiving Agent, Computershare Investor Services PLC, Corporate Actions Projects, The Pavilions, Bridgwater Road, Bristol BS99 6AH or by hand (during normal business hours) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE, together (subject to paragraph (c) below) with the relevant share certificate(s) and/or other document(s) of title, as soon as possible and, in any event, so as to be received not later than 1.00 p.m. (London time) on 11 August A reply-paid envelope for use in the U.K. only is enclosed for your convenience. No acknowledgement of receipt of documents will be given. Any Form of Acceptance received in an envelope post-marked in a Restricted Jurisdiction, or otherwise appearing to BidCo or its agents to have been sent from any of these jurisdictions, may be rejected as an invalid acceptance of the Offer. For further information for Colt Shareholders resident overseas, see paragraph 14 of this letter. Share certificates not readily available or lost If your Colt Shares are in certificated form, a completed, signed and (where applicable) witnessed Form of Acceptance should be accompanied by the relevant share certificate(s) (if any have been issued with respect to the relevant shares). If for any reason the relevant share certificate(s) and/or other document(s) of title is/are not readily available or is/are lost, you should nevertheless complete, sign and return the Form of Acceptance by post to Computershare Investor Services PLC, Corporate Actions Projects, The Pavilions, Bridgwater Road, Bristol BS99 6AH or by hand (during normal business hours) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE as soon as possible and, in any event, so as to be received not later than 1.00 p.m. (London time) on 11 August You should send with the Form of Acceptance any share certificate(s) and/or other document(s) of title which you may have available, accompanied by a letter stating that the remaining documents will follow as soon as possible or that you have lost one or more of your share certificate(s) and/or other document(s) of title. You should then arrange for the relevant share certificate(s) and/or other document(s) of title to be forwarded as soon as possible. If you have lost your share certificate(s) and/or other document(s) of title you should write as soon as possible to Colt s registrars, Computershare Investor Services (Jersey) Limited, c/o Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ, requesting a letter of indemnity for the lost share certificate(s) and/or other document(s) of title which, when completed in accordance with the instructions given, should be returned by post or by hand to the Receiving Agent at the addresses given above. Validity of acceptances Without prejudice to Parts B and Part C of Appendix 1 to this document, BidCo reserves the right to treat as valid in whole or in part any acceptance of the Offer which is not entirely in order or which is not accompanied by the relevant share certificate(s) and/or other document(s) of title. In that event, no payment of cash under the Offer will be made until after the relevant share certificate(s) and/or other document(s) of title or indemnities satisfactory to BidCo have been received. Overseas Shareholders The attention of Colt Shareholders holding shares in certificated form and who are citizens or residents of jurisdictions outside the United Kingdom, Luxembourg or the United States is drawn to paragraph 4 of Part B and paragraph (c) of Parts C and D of Appendix 1 to this document Colt Depositary Interests held in uncertificated form (that is, in CREST) (a) General If you are a holder of Colt DIs, to accept the Offer you should take (or procure the taking of) the action set out below to transfer the Colt DIs in respect of which you wish to accept the Offer to the appropriate escrow balance(s), specifying the Receiving Agent (in its capacity as a CREST participant under the Escrow Agent s participant ID referred to below) as the Escrow Agent, as soon as possible and in any event so that the TTE 14

15 instruction settles not later than 1.00 p.m. (London time) on 11 August Note that settlement cannot take place on weekends or bank holidays (or other times at which the CREST system is non-operational) you should therefore ensure you time the input of any TTE instructions accordingly. The input and settlement of a TTE instruction in accordance with this paragraph 16.2 will (subject to satisfying the requirements set out in Parts B and D of Appendix 1 to this document) constitute an acceptance of the Offer in respect of the number of Colt DIs so transferred to escrow. If you hold Colt Shares in uncertificated form under different member account ID s, you should send, or procure to be sent, a separate TTE instruction for each member account ID. If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action. Only your CREST sponsor will be able to send the TTE instruction(s) to Euroclear in relation to your Colt DIs. After settlement of a TTE instruction, you will not be able to access the Colt DIs concerned in CREST for any transaction or charging purposes. If the Offer becomes or is declared wholly unconditional, the Escrow Agent will instruct the Depositary to withdraw the Colt Shares represented by the relevant Colt DIs which will be transferred to BidCo (or as it may direct) (or, alternatively, the relevant Colt DIs will be transferred to BidCo (as it may direct)), in either case in accordance with Part D of Appendix 1 to this document. You are recommended to refer to the CREST Manual issued by Euroclear for further information on the CREST procedure outlined below. 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 action is taken by you (or by your CREST sponsor) to enable a TTE instruction relating to your Colt DIs to settle prior to 1.00 p.m. (London time) on 11 August In this connection, you are referred in particular to those sections of the CREST Manual concerning the practical limitations of the CREST system and timings. (b) To accept the Offer To accept the Offer in respect of your Colt DIs, you should send (or, if you are a CREST sponsored member, procure that your CREST sponsor sends) to Euroclear a TTE instruction in relation to such Colt DIs. A TTE instruction to Euroclear must be properly authenticated in accordance with Euroclear s specifications for transfers to escrow and must contain the following details: * the ISIN number for the Colt DIs. This is LU ; * the number of Colt DIs in respect of which you wish to accept the Offer (i.e. the number of Colt DIs to be transferred to escrow); * your member account ID; * your participant ID; * the participant ID of the Escrow Agent. This is 3RA41; * the member account ID of the Escrow Agent for the Offer. This is COLLIG01; * the intended settlement date. This should be as soon as possible and, in any event, not later than 1.00 p.m. (London time) on 11 August 2015; * the corporate action number of the Offer. This is allocated by Euroclear and will be available on screen from Euroclear; * input with a standard delivery instruction priority of 80; and * a contact name and telephone number in the shared note field. If you hold Colt DIs through one or more intermediaries, such as a stockbroker, custodian bank or clearing system, you should confirm the instruction deadline which such intermediaries have established to accept the Offer on your behalf. The custodian bank or stockbroker may set an earlier deadline for receiving instructions from you in order to permit the custodian bank or stockbroker to communicate acceptances to the Receiving 15