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An introduction April 2011

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An introduction

April 2011

1© CHARTER 2011

Contents

1. Introduction to Charter

2. ESAB

3. Howden

4. Charter – financial highlights

5. Appendices

• Charter Chairman and CEO biographies

• Manufacturing locations

2© CHARTER 2011

Further information is available at www.charter.ie

Introduction to Charter

Charter International plc has two international engineering businesses, one focused on welding, cutting and automation (‘ESAB’), and the other on air and gas handling (‘Howden’).

3© CHARTER 2011

Five-year record

Notes: 1) Before amortisation and impairment of acquired intangibles and goodwill and excluding exceptional item2) Before amortisation and impairment of acquired intangibles and goodwill, exceptional items and (losses)/gains on retranslations of intercompany loan balances3) Excluding exceptional items, gains or loses on inter-company loans and amortisation of goodwill

55.0

50.9

549.9

126.0

125.6

1,659.2

2009£m

66.1

1.8

635.7

148.2

145.9

1,719.6

2010£m

99.2

51.8

578.3

212.5

211.2

1,887.0

2008£m

84.768.1Adjusted earnings per share (pence)3

88.243.1Cash/(Debt)

426.4246.1Equity shareholders’ funds

181.1145.8Adjusted profit before tax2

173.8144.6Adjusted operating profit1

1,451.1

2007£m

1,257.9Revenue

2006£m

4© CHARTER 2011

Charter’s Global Presence

In 2010, Charter’s global sales amounted to £1,719.6 million, split broadly equally between the developed economies of Western Europe and North America, and the higher growth economies of Central and Eastern Europe, Asia and South America

Charter’s 2010 global presence

Europe34%

North America20%

South America16%

Asia18%

Rest of World12%

5© CHARTER 2011

ESAB: Overview

• World leading manufacturer and supplier of:

– welding consumables

– welding equipment (standard and bespoke); and

– cutting equipment

• Revenue (£1,157.6 million in 2010) spread approximately equally between developed economies (Western/Northern Europe and North America) and growth economies (Central/Eastern Europe, South America and Asia)

• Key end user markets are energy, infrastructure and vehicles

• Adjusted operating margin of 7.7 per cent in 2010 (2009: 6.4 per cent)

• Manufacturing footprint

– Predominantly low cost locations (Central/Eastern Europe, Asia and

South America)

ESABWelding and cutting

6© CHARTER 2011

ESAB’s global strength is spread across developed and growth markets

USA#2 in welding consumables

ArgentinaMarket leader

BrazilMarket leader

EuropeMarket leader

RussiaLargest international welding

company

IndiaMarket leader

ESAB’s revenue by destination (2010: £1,157.6m)

ESAB: global leadership

Europe33%Asia

9%

India6%

ROW6%

South America

21%

Russia & CIS6%

North America

19%

7© CHARTER 2011

“To be the global leader, to be our customers’ preferred partner and the global authority in welding and cutting”

Our Vision

ESAB: vision

8© CHARTER 2011

ESAB: business model

9© CHARTER 2011

ESAB: Index

1. Welding industry background

3. ESAB manufacturing and supply chain

2. ESAB products

4. ESAB financials

5. ESAB growth opportunities and outlook

10© CHARTER 2011

Major cutting and welding end users

Mobile machinery

All otherAutomotiveInfrastructure constructionShipbuilding & offshore

Oil, gas & process EnergyPipeline and pipe mills

11© CHARTER 2011

Europe19%

North America15%

China23%

Japan8%

All Others10%

Russia & CIS8%

Other Asia6%

South America6%

India5%

Industry profile – welding and cutting1 2010: $13.6 billion globally

By region By end user segment

Notes: 1 The global welding and cutting market in which ESAB operates excludes welding robots and automation products.

Infrastructure construction

24%Shipbuilding

9%

Energy26%

Automotive15%

General Industrial

26%

12© CHARTER 2011

Major welding and cutting companies

Source: ESAB estimates

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

Linc

oln

Electr

ic

ESAB

ITW

Bohler

Air Liq

uide

Weldi

ng

Tianjin

Gol

den

Bridge

Kobe

Tianjin

Brid

geHyu

ndai

Weld

ingThe

rmad

yne

MEC-M

esse

rAtla

ntic

China

Kiswel

Nittets

u

Panas

onic

Froniu

s

Kempp

i

Glo

bal

mar

ket

shar

e

13© CHARTER 2011

ESAB and Lincoln

Based on estimated 2010 turnover

Source: ESAB estimates

Turnover by geography

0

500

1,000

1,500

2,000

2,500

LINCOLN ESAB

US

$M

ESAB SeAH

Cutting & brazing

South America

Asia Pacific

Europe

North America

Turnover by product

0

500

1,000

1,500

2,000

2,500

LINCOLN ESAB

US

$M

ESAB SeAH

Welding equipment,cutting and automation

Welding consumables

14© CHARTER 2011

Global steel consumption – a leading indicator of the demand for welding products

• The World Steel Association (“WSA”) estimates steel use of 1,272 MMT during 2010 and it is expected to increase to 1,340 MMT (up 5.3%) in 2011.

• Figures by region are set out below:

+9%+28%-24%Latin America

+9%+31%-36%North America

+11%+27%-28%Russia & CIS

2009% change

2010% change

2011% change

Europe -33% +19% +6%

China +25% +7% +4%

Asia (ex China) -17% +15% +6%

RoW -2% +7% +5%

World -7% +13% +5%

World excluding China -24% +19% +7%

15© CHARTER 2011

World Steel Consumption (MMT)

2008 2010 2020Change (2010 to

2020)Europe 215.5 167.7 245.8 47%Russia & CIS 54.6 45.3 68.0 50%North America 114.5 77.3 107.7 39%Latin America 58.7 53.1 79.5 50%China 416.5 490.8 774.6 58%Other Asia 253.7 228.7 337.3 47%Total Asia 670.2 719.5 1,111.9 55%Rest of world 83.1 81.9 119.8 46%World 1,196.6 1,144.8 1,732.7 51%

• 2010 to 2020 – significant volume growth expected:

– Europe and North America: continued recovery from 2009 recession

– Emerging markets: development drives demand

Source: AME Mineral Economics

Global steel consumption – a leading indicator of the demand for welding products (continued)

16© CHARTER 2011

ESAB: Index

1. Welding industry background

3. ESAB manufacturing and supply chain

2. ESAB products

4. ESAB financials

5. ESAB growth opportunities and outlook

17© CHARTER 2011

Welding Equipment Welding Automation

Gas Apparatus

Consumables

PPECutting

ESAB: supplying the welder

18© CHARTER 2011

Welding is driven by:

• Better materials

• Safety and productivity

• Environment

• Customer service

• Brand

Welding complexities:

• Product range

• Channels

• Regional preferences

• Technology

ESAB: the world of welding

19© CHARTER 2011

ESAB: Welding consumables – the electrode

• The traditional welding consumable used in manual welding

applications.

• The welding electrode can be a very advanced product;

approximately 60% of ESAB’s electrode sales are in welding critical applications requiring advanced technology and

stringent process control.

• In Europe and North America, process conversion away from electrodes to wire is advanced, however a core volume of

electrode demand remains for specialist applications.

• In emerging markets, usage of electrodes is more widespread

and ESAB is looking to grow market share in these markets,

partly through technology transfer.

20© CHARTER 2011

ESAB: Welding consumables – welding wire

• The welding consumable used in automated welding applications.

• Includes solid wires, and also flux-cored wires.

• A more standardised product than electrodes, but

ESAB has developed a range of technologically advanced proprietary products.

• The Marathon PacTM wire delivery system can offer

truly non-stop production in robot applications, such as automotive production lines.

21© CHARTER 2011

Source: ESAB estimates

Worldwide weld metal consumption – by weld process

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

5,000

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009E 2010F

Tho

usan

ds o

f m

etric

ton

nes

Electrodes Solid wire Sub Arc wire Flux cored wire

22© CHARTER 2011

Source: ESAB estimates

Worldwide weld metal consumption – by region

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

5,000

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009E 2010F

Tho

usan

ds o

f m

etric

ton

nes

N. America Europe Asia Other

23© CHARTER 2011

Catalogue welding equipment, generally for manual welding applications

• ESAB provides a range of standard equipment for manual and semi automatic welding applications

• The range covers most welding processes including welding with electrodes, solid or cored wires and TIG.

• There are a number of equipment families suitable for all requirements and environments, including Caddy™, Origo™ and Aristo™

MIG weldingMMA welding (electrodes) TIG Welding

ESAB: Standard welding equipment

24© CHARTER 2011

ESAB: Automated equipment

• ESAB offers a wide range of solutions for mechanised and automated welding

• ESAB is well positioned for growth in the energy segment, which is further supported by the acquisition of Romar and the development of the new telescopic Column & Boom

• The new telescopic Column & Boom provides increased safety, accuracy and efficiency while consuming significantly less space then existing solutions

ESAB’s new telescopic boom in a “see through pipe”

25© CHARTER 2011

ESAB: Cutting equipment

• Cutting techniques include oxy fuel,

plasma, laser and water-jet, according to

the type of steel being cut and the precision required.

• ESAB has developed a comprehensive range of machines, including a new

range for emerging markets (FALCON),

made in China.

• Aftermarket business now contributing

>30% of sales – strong focus to build rapidly.

26© CHARTER 2011

ESAB: Index

1. Welding industry background

3. ESAB manufacturing and supply chain

2. ESAB products

4. ESAB financials

5. ESAB growth opportunities and outlook

27© CHARTER 2011

ESAB: manufacturing locations

Traverse CityAshtabula

HanoverFlorence

Monterrey

Belo Horizonte

St Luis

Chascomus

Jakarta

SingaporeChennai(2 factories)

CalcuttaNagpur

ShanghaiWeihaiWuxi

IhtimanTerni

Karben

Mor

KatowiceOpoleVamberk

St PetersburgLaxa

Perstorp

Current manufacturing siteGlobal R&D centre

Gothenburg

Sychevsky

28© CHARTER 2011

ESAB: worldwide consumables manufacturing capacity

• Since 2002, ESAB has increased its manufacturing capacity by over 250,000 tonnes to 700,000 tonnes principally through investment in emerging markets

2009 Capacity

South America

North America Asia

Central/ Eastern Europe (inc Russia)

Western/Northern Europe

2002 Capacity

Western/Northern Europe

Central/ Eastern Europe (inc

Russia)

Asia

North America

South America

29© CHARTER 2011

ESAB: Index

1. Welding industry background

3. ESAB manufacturing and supply chain

2. ESAB products

4. ESAB financials

5. ESAB growth opportunities and outlook

30© CHARTER 2011

ESAB: revenue

1,031.4

184.7

846.7

£m20092010

£m

Welding 1,015.4

Cutting and automation 142.2

Revenue 1,157.6

31© CHARTER 2011

ESAB: revenue by destination

2010 2009 Change£m £m %

Europe 444.6 424.6 4.7%

North America 222.3 218.6 1.7%

South America 242.3 171.9 40.9%

Asia 177.6 157.4 12.8%

Rest of world 70.8 58.9 20.2%

Total revenue 1,157.6 1,031.4 12.2%

Europe33%

Asia9%

India6%

ROW6%

South America

21%

North America

19%

Russia & CIS6%

Europe36%

Asia10%

India5%

ROW6%

South America

17%

Russia & CIS5% North

America21%

20092010

32© CHARTER 2011

ESAB: adjusted operating profit

11.9%

12.2%

11.8%

3.1

150.0

26.6

123.4

£m

2008

7.7%

(0.3%)

8.8%

3.8

89.3(0.4)89.7

£m

2010 2009

£m

Welding 55.6

Cutting and automation 10.4

Adjusted operating profit1 66.0

Share of profits of associates and joint ventures (post tax)

3.5

Adjusted operating margins

Welding 6.6%

Cutting and automation 5.6%

Overall 6.4%

1 Before exceptional items, acquisition costs and amortisation and impairment of acquired intangibles and goodwill

33© CHARTER 2011

Volumes Revenue Gross margin

Totals 465k tonnes £844m 31.2%

Changes in:Total consumables +15% +15% +0.8pps

- electrodes +7% +7% +0.4pps- solid wire +30% +27% +2.7pps- other consumables* +7% +14% +1.1pps

* Other consumables include cored wire and flux

Breakdown of consumables revenue 2010 (£844m)

ESAB: analysis of performance of welding consumables

Electrodes40%

Solid w ire34%

Other consumables

26%

34© CHARTER 2011

ESAB: Index

1. Welding industry background

3. ESAB manufacturing and supply chain

2. ESAB products

4. ESAB financials

5. ESAB growth opportunities and outlook

35© CHARTER 2011

• Growth market development; strong shares in:

– Brazil

– Russia

– India

• Increase channel presence

– e.g. 50% increase in distributors in Europe over 5 years

• Operational improvement and cost-down focus

• Build the Brand

• Put customer at the heart of the organisation:

– Service

– Support

– Knowledge

• New products to market

ESAB: driving growth

36© CHARTER 2011

ESAB: corporate developments - Sychevsky

Background

ESAB has grown sales in Russia to circa US$100 million in 2010

Extensive network of 200 distributors serviced by factories in St Petersburg and

Central Europe

Acquisition of Russian electrode manufacturer

Located circa 300km west of Moscow

High-end electrodes; key end user segment is energy

Provides additional 6,000 tonnes of capacity; capable of further expansion

Value accretive for Charter shareholders

37© CHARTER 2011

• Developed world – continued slow recovery (reflecting GDP)

• Emerging market/ BRIC growth

• Mixed performance across sectors, with vehicles especially remaining strong globally

• Oil & gas and world energy expected to gather strength

• Long-term outlook increasingly positive beyond 2011, but macro financial, economic and political risks remain

• Escalating steel prices, especially in Europe

ESAB: outlook

38© CHARTER 2011

Howden: Overview

HowdenAir and gas handling equipment• A world-leading international applications engineer, headquartered in

Glasgow, Scotland

• Designs, manufactures, installs and services air and gas handling equipment

– Centrifugal and axial fans

– Air and gas rotary heat exchangers

– Compressors and blowers

• After-market revenues are around 36 per cent of total

• Revenue (£562.0 million in 2010) spread evenly between developed and growth markets

• Adjusted operating margin of 12.1 per cent in 2010 (2009: 11.4 per cent)

• Customers in the power and energy industries account for over three quarters of sales

39© CHARTER 2011

Howden: Products and services

• Howden supplies high integrity – Fans

– Rotary heat exchangers

– Compressors

for use in power generation, oil & gas and

industrial applications which demand

extremely high levels of efficiency, reliability

and availability.

Rotary heat exchanger Cooling fanAxial fanCentrifugal fan

Compressor Aftermarket

40© CHARTER 2011

Howden: business model

41© CHARTER 2011

Howden: Index

1. Strategic overview

3. Thomassen Compression Systems

2. Coal-fired power

4. Summarised financials

5. Business development and growth drivers

42© CHARTER 2011

Howden: Strategic objectives

• Charter’s strategy for Howden:

– Decreasing revenues from new equipment for coal-fired power

– Increasing revenues from compressors

– Increasing revenues from the aftermarket

– Increasing the proportion of revenues from higher growth economies

43© CHARTER 2011

Howden: steps taken to reposition the business

• Rationalised product range

– 2002: wide range of fans (including HVAC) and other products

– 2011: tightly focussed on engineered fans and compressors

• Coal-fired power

– 2002: depressed conditions

– 2011: strong long-term outlook for power, especially in China and India

• Compressor business

– 2002: small

– 2011: likely to account for around one-quarter of revenues

44© CHARTER 2011

Howden: steps taken to reposition the business (continued)

• Manufacturing

– 2002: integrated general manufacturing from steel fabrication to assembly

– 2011: emphasis on design, value-added manufacture, installation and service, with

extensive outsourcing

• Aftermarket

– 2011: revenues represent one-third of Howden’s total; the business is well positioned

to benefit from high sales of new equipment in recent years

• Global coverage

– Howden’s business is spread across the world, assisted by recent developments in

India (L&T joint venture) and Brazil (new facility)

45© CHARTER 2011

27%

36%

13%

11%

13%

New equipment - coal-fired power (emerging markets)

New equipment - coal-fired power (developed markets)

New equipment - compressors

New equipment - other

Aftermarket

6%18%

34%29%

13%

New equipment - coal-fired power (emerging markets)

New equipment - coal-fired power (developed markets)

New equipment - compressors

New equipment - other

Aftermarket

Howden revenue 2005 (£345.1m) Howden revenue 2010 (£562.0m)

Howden: diversification

46© CHARTER 2011

Howden: Index

1. Strategic overview

3. Thomassen Compression Systems

2. Coal-fired power

4. Summarised financials

5. Business development and growth drivers

47© CHARTER 2011

Howden: major market – coal fired boiler with FGD

48© CHARTER 2011

Howden: Market share – engineered fans and heat exchangers

Howden’s principal competitors

• Fans– TLT Turbo

– TLT Babcock

– Shanghai Blowers

– Fläkt Woods

– Chengdu

• Rotary Heat Exchangers– Alstom

– Shanghai Boiler

– Harbin

– Balcke Dürr

Source: Howden estimates (based on 2010 figures)

In-house market:Certain equipment companies use their in-house capability to manufacture fans and heaters without seeking external tenders.

Total market (£1.3 billion)

Competitors66%

Howden 19%

In-house15%

49© CHARTER 2011 49

Howden: future of coal

• According to the IEA, coal is expected to have an increased share of world primary energy demand.

• By 2030, fossil fuels will still provide for some 80 per cent of primary world energy.

World primary energy demand by fuel (Mtoe)

0

2000

4000

6000

8000

10000

12000

14000

16000

18000

1980 2000 2007 2015 2030

Co al Oil Gas Nuclear Renewab les

50© CHARTER 2011 50

Howden: electricity generation

• Under the IEA ‘current policies’ model, coal-fired electricity generation will almost double between 2007 and 2030.

31.9%

1,440

2007 2015 2030

Coal-fired generation (GW) 1,897 2,705

As percentage of total 33.1% 34.6%

Projected global electricity generation capacity by fuel - GW

0

1000

2000

3000

4000

5000

6000

7000

8000

9000

2007 2015 2030

Coal Oil Gas Nuclear Renewables

51© CHARTER 2011 51

Howden: coal-fired generating capacity

Projected coal-fired electricity generation capacity by region (IEA)

-

200

400

600

800

1,000

1,200

1,400

North America Europe India China

GW

s

2007

2015

2030

Source: International Energy Agency

52© CHARTER 2011

Howden: market opportunities

• The potential sales value for Howden equipment on a large plant varies significantly by industry

0.85,000MT/yr cement plant in Europe

0.3Large coal mine in China

2.0Major sinter plant in China (UK supply) **

4.2Retrofit FGD plant on large boiler in Europe

1.0

5.5

£m

Large coal fired boiler in Europe*

Large waste water treatment plant

Plant type

* Excludes FGD. Prices in China are 50-65% of those in Europe** Includes drive system

53© CHARTER 2011

Howden: Index

1. Strategic overview

3. Thomassen Compression Systems

2. Coal-fired power

4. Summarised financials

5. Business development and growth drivers

54© CHARTER 2011

Howden: Thomassen Compression Systems

• Acquired in March 2011 for a consideration of �100 million,

debt funded

• Transforms Howden’s presence in the engineered

compressors market and creates a new world leader in

hydrogen compression

• Creates a stronger platform for future growth

• Supplies high-power engineered compressors (up to 25MW),

mainly for use in the oil and gas industry

• Record revenue and PBT in 2010 of �141.7 million and �20.0

million

• Pro forma net assets of �17.0 million

• Earnings per share enhancing in 2011; covers cost of capital

in 2012

• Cost and revenue synergies of at least �5 million per annum

by 2014

55© CHARTER 2011

Howden: Thomassen Compression Systems (continued)

• Thomassen background

– Based in Rheden, The Netherlands

– Designs, assembles and services reciprocating

compressors

– Power range up to 25MW

– Mainly sells into the oil refining industry in Asia,

Europe, South America and Africa

– Around one-third of revenues in aftermarket

– Installed base of 2,500 cylinders worldwide

– 280 employees; majority in Rheden with balance

in sales/service functions worldwide

Thomassen 2010 Sales by Category

69%

5%

26%New build

Revamp

Aftermarket

Thomassen 2010 Sales by Geography

35%

24%

22%

14%5%

Asia

Europe

South America

Africa

Other

56© CHARTER 2011

Howden: Index

1. Strategic overview

3. Thomassen Compression Systems

2. Coal-fired power

4. Summarised financials

5. Business development and growth drivers

57© CHARTER 2011

Howden: summary of results

11.7%

73.6

627.2162.2465.0

£m2008

12.1%

67.8

562.0204.0358.0

£m2010 2009

£m

New equipment 438.6Aftermarket 189.2Revenue 627.8

Adjusted operating profit1 71.5

Adjusted operating margin1 11.4%

1 Before exceptional items, acquisition costs and amortisation and impairment of acquired intangibles and goodwill

58© CHARTER 2011

Howden: revenue by destination

2010 2009 Change£m £m %

Europe 130.4 171.1 (23.8%)

North America 125.1 149.0 (16.0%)

South America 39.3 31.7 24.0%

Asia 137.0 149.5 (8.4%)

Rest of world 130.2 126.5 2.9%

Total sales 562.0 627.8 (10.5%)

Europe23%

China19%

Other Asia5%

South Africa13%

ROW11%

North America

22%

South America

7%

Europe27%

China20%

Other Asia4%

South Africa12%

ROW8%

North America

24%South

America5%

20092010

59© CHARTER 2011 59

Howden: order book composition

0

50

100

150

200

250

300

350

400

450

500

31 Dec 2009 31 Dec 2010

£m

Rest of WorldAsiaSouth AmericaNorth AmericaEurope

£424m£441m

Emerging – 56% Emerging – 60%

Developed – 44% Developed – 40%

60© CHARTER 2011 60

Howden: order book movements

2010 2009Order book £m £m

Balance brought forward 441.1 499.3

Net orders booked* 533.6 502.6

Sales (562.0) (627.8)

Foreign exchange impact 11.1 67.0

Balance carried forward 423.8 441.1

Ratio of bookings to sales (“book to bill”) 95% 80%

* Includes the benefit of acquisitions in 2010

61© CHARTER 2011 61

Howden: rolling 12 month orders received

460

480

500

520

540

560

580

Jan-10 Feb-10 Mar-10 Apr-10 May-10 Jun-10 Jul-10 Aug-10 Sep-10 Oct-10 Nov-10 Dec-10 Jan-11

£m

62© CHARTER 2011

Howden: Index

1. Strategic overview

3. Thomassen Compression Systems

2. Coal-fired power

4. Summarised financials

5. Business development and growth drivers

63© CHARTER 2011

• China– Howden Hua – a leading Chinese player with Western

technologies

– 5 plants;

– 1,000 employees;

– 300 graduate engineers;

– Supplying critical components to US and Europe.

– Significant prospects

– Major opportunity to introduce Thomassen compressors

through established Howden channels;

– Power market stronger;

– 25% growth in power aftermarket;

– Other new products

– Transportation

– Wastewater

Howden: business development - BRIC

64© CHARTER 2011

• India– JV with Larsen & Toubro in May 2010; targeting 30% of Indian new build

power market

– Strengthening opportunities in steel and oil & gas sectors

– Economic growth and infrastructure development support future growth

– At the end of 2010, Howden had around £29m of outstanding orders to

customers in India

• Brazil– Acquired leading Brazilian competitor – 2008

– Developed facility – 2010

– Sales into ethanol, mining and oil & gas sectors

– Growth and resources drive opportunities

• Russia– Oil & gas – compressor opportunities

– Infrastructure and Olympics

– Resources – mining

– Future opportunity – power infrastructure

Howden: business development - BRIC

65© CHARTER 2011

• South Africa

– Mining – fans and refrigeration

– Power shortages – new build and maintenance

– Steel – strong position

– Aftermarket – leading position; recently signed a 5 year

maintenance contract with Eskom

• Australia

– Coal bed methane (CBM)

– A new market for screw compressors

– First contract for 72 bare shaft screw

compressors (in excess of £10m)

– Next order imminent

– Mining investment

– Strong aftermarket

– New compressor packaging acquisition

Howden: business development – resource-driven economies

66© CHARTER 2011

• Oil & gas sector:

– Howden’s position transformed by acquisition of Thomassen Compression Systems

– Opportunity for significant synergies (cross-selling; aftermarket; global sourcing)

– Unconventional gas (including CBM) – new and important market

• Aftermarket

– Now some 50% of gross profit

– Outstanding prospect is China

– New opportunities

– North America

– Compressors

– 10% p.a. revenue growth target

• Environmental protection

– Transport rules in the US; revival in North America

– FGD and SCR

– Long term – carbon capture

Howden: other growth opportunities

67© CHARTER 2011

Howden: aftermarket – segments and characteristics

The aftermarket• All activities to maintain, modify, upgrade and extend the product performance

and operational life• Selling new equipment creates a potential revenue stream at higher margin over

the operating life, typically 30 to 40 years, normally commencing around 4 years after original equipment has been installed

2%Screw compressor

3%Turbo compressor

4%VP axial fan

8%Centrifugal fan, steel

6%

4%

Annual revenue

Centrifugal fan, power

Rotary heat exchanger

Product

Annual revenue as a percentage of the original capital cost

Financial highlights Charter International plc

69© CHARTER 2011

Charter: Income statement

(2.5) (5.8)Amortisation and impairment of acquired intangibles and goodwill

(7.7)(4.1)Net financing charge – retirement benefit obligations

1.10.9Taxation on net financing charge – retirement benefit obligations

7.74.1Net finance charge – retirement benefit obligations

(0.3)(0.2)Other adjustments

66.1p

63.9p

118.9

(25.2)

(1.5)

(0.5)

1.2

(25.3)

148.2

(7.5)

1.7

5.8

144.1

144.1

3.8

1.9

138.4

(1.5)

145.6

1,719.6

Year ended 31.12.10 £m

27.1Exceptional items and other adjustments

(26.8)Exceptional items

(4.0)Net (gains)/losses on retranslation of intercompany loan balances

2.5Amortisation and impairment of acquired intangibles and goodwill

126.0Adjusted profit before tax

92.7Profit before tax

Adjusted

Basic

1,659.2Revenue

125.6Adjusted operating profit

96.0Operating profit

(3.1)(1.5)Other financing charge before retranslation of intercompany loan balances

4.07.5Gains/(losses) on retranslation of intercompany loan balances

(6.8)Net financing charge

3.5Share of post tax profits of associates and joint ventures

92.7Profit before tax

(22.7)Taxation on adjusted profit

0.7Taxation on amortisation and impairment of acquired intangibles and goodwill

(1.2)Taxation on net gains/(losses) on intercompany loan balances

4.2Taxation on exceptional items

(17.9)Taxation

74.8Profit after tax

38.1pEarnings per share

55.0p

Year ended 31.12.09 £m

70© CHARTER 2011

2010 2009

EarningsEarnings per

share EarningsEarnings per

share

£m pence £m pence

Unadjusted results 106.6 63.9 63.5 38.1

Exceptional items

Restructuring* 9.9 5.9 26.3 15.7

Business disposal - - 0.5 0.3

Post retirement benefit curtailment gain (8.4) (5.0) - -

Acquisition costs 0.2 0.1 0.3 0.2

Amortisation and impairment of acquired goodwill and intangibles

5.8 3.5 2.5 1.5

Net finance charge – retirement benefit obligations 4.1 2.5 7.7 4.6

Retranslation of intercompany loan balances (7.5) (4.6) (4.0) (2.4)

Taxation on adjusting items (0.1) (0.1) (4.8) (2.9)

Minority share of adjusting items (0.2) (0.1) (0.2) (0.1)

Adjusted results 110.4 66.1 91.8 55.0

Charter: adjusting items

71© CHARTER 2011

Charter: Cash generation

2010 2009£m £m

Adjusted operating profit 145.9 125.6

Adjusting items (7.5) (29.6)

Operating profit 138.4 96.0

Depreciation and amortisation 41.5 37.3

Net working capital (increase)/ decrease (48.8) 50.7

Other items1 (45.6) (12.5)

Cash generated from operations 85.5 171.5Capital expenditure and capitalised development costs (62.1) (65.7)

Tax (36.5) (46.0)

Dividends paid to equity shareholders (36.7) (35.0)

Other2 0.7 (25.7)

Net cash absorption (49.1) (0.9)

Note: 1Other items include retirement benefit obligations, other provisions, share based payments, loss/(profit) on sale of business and fixed assets.Note: 2Other items include finance charges, acquisitions, investment in associates and joint ventures and dividends paid to minority shareholders.

72© CHARTER 2011

Charter: Balance sheet

-6.1Assets held for sale

689.9

54.2

635.7

689.9

(5.6)

(60.6)

1.8

(54.5)

(138.7)

355.3

(396.3)

456.5

295.1

586.1

As at 31.12.10£m

(53.9)Derivative financial instruments and tax liabilities

591.3Total equity

547.2Non-current assets (excluding retirement benefit assets)

238.5Inventory

426.5Current trade and other receivables

(378.8)Current trade and other payables

286.2Current net working capital

(162.2)Net retirement benefit obligations

50.9Net cash

(73.9)Provisions

(3.0)Other long-term liabilities (excluding borrowings)

591.3Net assets

549.9Equity shareholders' funds

41.4Non-controlling interests

As at 31.12.09£m

73© CHARTER 2011

Charter: Summary

• Market leadership

– ESAB: a world leader in welding with growing market share

– Howden: the global leader in air and gas handling

• Well positioned

– Business spread between developed and emerging economies

– Approximately 70 per cent of sales going either to emerging markets or the energy sector

• Manufacturing footprint

– Predominantly in low cost areas

– Timely restructuring of ESAB’s manufacturing base

• Charter – strong balance sheet

– Total Equity Shareholders’ Funds of £635.7 million and net cash of £1.8 million at 31 December 2010

• Dividend

– Increased dividend covered 2.9 times by earnings

• Well positioned to deliver growth potential in both businesses

Appendix 1

75© CHARTER 2011

Chairman: Lars Emilson

Lars Emilson, 69, has led a distinguished international

business career, having held a number of senior executive

positions over many years. He has lived and worked in

Sweden, the United States and the United Kingdom. He

joined PLM AB, a Swedish pan-European packaging group

in 1970 after graduating in economics from Lund

University, Sweden and was appointed Chief Executive of

PLM in 1999 shortly before it was acquired by Rexam plc.

In 2000 he joined the Board of Rexam with responsibility

for the worldwide beverage can business, becoming Chief

Executive from 2004 to 2007. He retired from Rexam on

31 January 2007 and has subsequently become a non-

executive director of Filtrona plc.

76© CHARTER 2011

Chief Executive Officer: Michael Foster

Michael Foster, 58, joined Charter plc as a Non-

Executive Director in December 2001 and became an

Executive Director on 1 January 2005. He became

Chief Executive on 1 July 2006. He was formerly

Executive Director, responsible for UK, USA and

Ireland at RMC Group plc. He gained an Honours

Degree in Engineering and Electrical Sciences at

Cambridge University and is qualified as a solicitor.

Appendix 2

78© CHARTER 2011

ESAB: Europe – manufacturing locations

St Petersburg

KatowicePerstorp

Vamberk

Mór

Ihtiman

Karben

Opole

Laxå

Cutting and equipment factory

Consumables factory

Global R&D centre

Linkweld

Gothenburg

Sychevsky

79© CHARTER 2011

Traverse CityAshtabula

HanoverFlorence

Monterrey

ESAB: North America – manufacturing sites

80© CHARTER 2011

Belo Horizonte

Chascomus

San LuisBuenos Aires – Acquired 2007

ESAB: South America – manufacturing sites

81© CHARTER 2011

Weihai – Consumables (2008)

Shanghai – Cutting factoryZhangjiagang – Consumables Zhangjiagang – Equipment (2008)

ESAB: China – manufacturing sites

Wuxi – two automation factories

82© CHARTER 2011

ESAB: India – manufacturing sites

83© CHARTER 2011

Howden: Europe principal locations

Coswig (fans)

Hengelo (fans)

Glasgow (Head office and compressors)

Belfast (fans)

Paris (compressors)

Cartagena (heat exchangers)

Naestved (design and fans)

Rheden (compressors)

84© CHARTER 2011

New Philadelphia (fans)

Mexico City (fans)

Howden: North America manufacturing locations

85© CHARTER 2011

Howden: China manufacturing locations

Weihai (existing fans and heat exchangers factories)Weihai (compressors opened September 2007)

86© CHARTER 2011

Johannesburg

Melbourne

Sao Paulo

Howden: rest of world

Port Elizabeth

87© CHARTER 2011

Howden: The compressor business

HCL – Acquired December 2006Paris

HCL – Acquired December 2006

Johannesburg

Glasgow

WeihaiOpened September 2007

Rheden – Acquired March 2011