Chart Industries (GTLS)

Other Information

The Merger Agreement was approved by the Board of Directors of the Company. UBS acted as financial advisor to the Board of Directors and will receive a fee for its services, and also received a fee upon delivery of the Fairness Opinion described below. In connection with its approval of the Merger Agreement, the Board of Directors received a fairness opinion from UBS (the “Fairness Opinion”), to the effect that, as of the date of the Fairness Opinion, the consideration to be received by the stockholders of the Company (other than the Principal Stockholders) in the Merger is fair, from a financial point of view, to such stockholders. The Fairness Opinion is based on and subject to the assumptions, limitations and qualifications set forth therein and does not address the Company’s underlying business decision to effect the transaction or constitute a recommendation to any stockholder of the Company as to whether such stockholder should exercise its appraisal rights with respect to the transaction. For purposes of the Fairness Opinion, UBS assumed that the Company Transaction Expenses would not exceed $9 million. The Company expects to incur Company Transaction Expenses in the range of between $6 million and $8 million in connection with the Transaction.

Certain of the Principal Stockholders or their affiliates are lenders under the Company’s credit facilities, directors of the Company or have other relationships with the Company. In this regard, the information set forth under the captions “Stock Ownership of Principal Holders and Management” and “Certain Relationships and Related Transactions” in the Company’s definitive proxy statement filed with the SEC on April 26, 2005 and set forth in the Form 8-K of the Company filed with the SEC on May 6, 2005 is incorporated herein by reference.

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This document is neither an offer to purchase nor a solicitation of an offer to sell any Company securities nor a solicitation of a proxy or any form of approval or consent from any holder of Company securities. The Transaction is not expected to involve a meeting or consent of the Company’s stockholders, nor will the transaction involve a tender offer in any form.

Item 5. Other Information

Chart Asia, Inc. (“Chart Asia”), a wholly owned subsidiary of the Company, has agreed to acquire a 100% equity interest in Changzhou CEM Cryo Equipment Co., Ltd., a wholly foreign owned enterprise established under the laws of the People’s Republic of China, from CEM International (Asia) Pty., Ltd., an Australian company and a wholly owned subsidiary of CEM International Pty. Ltd, for approximately $12.5 million. The purchase agreement related to this acquisition became effective on May 12, 2005. As part of the acquisition, Chart Asia will also enter into a distributor and sales representative agreement with a CEM affiliate relating to the distribution and sale of certain Company cryogenic distribution and storage products. The acquisition of Cryo Equipment is expected to close on or about May 16, 2005.

In connection with the acquisition of Cryo Equipment and the expansion of its business in 2005, the Company has borrowed approximately $12.0 million through May 13, 2005 under the revolving credit line portion of its Credit Facility, as amended. A description of the repayment and other material terms of this revolving credit agreement is incorporated herein by reference to the Company’s Current Report on Form 8-K filed on May 6, 2005.

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Table of Contents

Item 9B. Other Information.

On October 20, 2004, the Board of Directors of the Company approved a proposal to provide additional compensation to the Director who serves as chairman of the Audit Committee of the Board of Directors. Under the approved proposal, the chairman of the Audit Committee of the Board of Directors receives $500 per calendar quarter as a retainer fee for his service as chairman of the Audit Committee of the Board of Directors. This retainer fee is paid in addition to any other compensation to which the chairman of the Audit Committee of the Board of Directors is entitled as a Director of the Company or a member of any of its committees.

PART III