Press Release

Recommended Offer by Catlin Group Limited for Wellington Underwriting plc

30 October 2006

SUMMARY

The Boards of Catlin and Wellington are pleased to announce the terms of a recommended Offer to be made by Catlin for the whole of the issued and to be issued share capital of Wellington.

The Offer will be implemented by way of a recommended offer by Catlin for Wellington and will be conditional on, inter alia, the approval of Catlin Shareholders and the satisfaction of relevant regulatory conditions.

The Board of Catlin intends unanimously to recommend that Catlin Shareholders vote in favour of the Acquisition at the Special General Meeting and the Board of Wellington intends unanimously to recommend that Wellington Shareholders accept the Offer. Wellington’s Directors have given Catlin irrevocable undertakings to accept the Offer in respect of their own Wellington Shares.

The Acquisition is expected to complete by 31 December 2006.

Commenting on the Offer, Stephen Catlin, Chief Executive of Catlin, said:

"The combination of our two complementary businesses will create substantial value for both Catlin and Wellington shareholders.

In London, the enlarged syndicate will be the largest at Lloyd's in terms of stamp capacity with substantial strength across key sectors of the market. In the US, our operations form a natural fit and the Acquisition will accelerate our announced US expansion. At the same time, we have identified substantial synergies in reinsurance, tax, operations and investments, which will benefit earnings in 2008 and beyond.

The combination further diversifies our underwriting portfolio, fulfilling our objective of seeking uncorrelated risk. We look forward to the opportunities that this expansion will bring."

Commenting on the Offer, Preben Prebensen, Chief Executive of Wellington, said:

“The combination with Catlin accelerates Wellington’s planned entry into the Bermuda market and facilitates a restructuring of our relationship with third party capital providers without recourse to shareholders, whilst at the same time creating a group with the scale, diversity and depth of talent to compete on a global stage.”

John Barton, Chairman of Wellington, said:

“We believe that the Offer is attractive for Wellington Shareholders. Having carefully considered the proposed Offer terms and the plans for the Enlarged Group, we are confident that the Offer will deliver more certain and greater value to Wellington Shareholders than our stand-alone strategic plans.”

This summary should be read in conjunction with and is subject to the full text of the attached Announcement (including the Appendices). The Offer, when made, will be subject to the Conditions and Further Terms set out in Appendix I and the terms and conditions to be set out in the Offer Document when issued.

The sources and bases of information contained in this Announcement are set out in Appendix II and the definitions of certain expressions used in this Announcement are set out in Appendix III.

A presentation to analysts will be held today at 09:00 AM at Catlin’s London offices (3 Minster Court, Mincing Lane, London EC3R 7DD). A copy of the presentation will be available on www.catlin.com in due course.

ENQUIRIES

For further information, contact:

Catlin
James Burcke (Head of Communications, London)
Tel: +44 (0)20 7458 5710
Mobile: +44 (0)7958 767738
Email: james.burcke@catlin.com

William Spurgin (Head of Investor Relations, London)
Tel: +44 (0)20 7458 5726
Mobile: +44 (0)7710 314365
Email: william.spurgin@catlin.com

JPMorgan Cazenove
Sole financial adviser and joint corporate broker to Catlin
Tel: +44 (0)20 7588 2828
Tim Wise
Robert Thomson
Conor Hillery

UBS Investment Bank
Joint corporate broker to Catlin
Tel: +44 (0)20 7567 8000
Phil Shelley

Maitland
Public relations adviser to Catlin
Liz Morley
Tel: +44 (0)20 7379 5151
Email: emorley@maitland.co.uk

Wellington
Tel: +44 (0)20 7337 2000
Preben Prebensen (Chief Executive)

Lexicon Partners
Sole financial adviser to Wellington
Tel: +44 (0)20 7653 6000
Angus Winther
James Viggers

Citigroup Global Markets
Sole corporate broker to Wellington
Tel: +44 (0)20 7986 4000
Andrew Thompson

Financial Dynamics
Public relations adviser to Wellington
Tel: +44 (0)20 7269 7200
Rob Bailhache
Geoffrey Pelham-Lane

Note:

1. The statements that the Acquisition will be earnings enhancing do not constitute a profit forecast and should not be interpreted to mean that the earnings per share in the first full financial year following the Acquisition, or in any subsequent period, would necessarily match or be greater than those for the relevant preceding financial year.

JPMorgan Cazenove, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Catlin and no one else in connection with the Offer and will not be responsible to anyone other than Catlin for providing the protections afforded to clients of JPMorgan Cazenove or for providing advice in relation to the Offer, the contents of this Announcement, or any matter referred to herein.

UBS Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Catlin and no one else in connection with the Offer and will not be responsible to anyone other than Catlin for providing the protections afforded to clients of UBS Limited or for providing advice in relation to the Offer, the contents of this Announcement, or any matter referred to herein.

Lexicon Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Wellington and no one else in connection with the Offer and will not be responsible to anyone other than Wellington for providing the protections afforded to clients of Lexicon Partners or for providing advice in relation to the Offer, the contents of this Announcement, or any matter referred to herein.

Citigroup Global Markets, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Wellington and no one else in connection with the Offer and will not be responsible to anyone other than Wellington for providing the protections afforded to clients of Citigroup Global Markets or for providing advice in relation to the Offer, the contents of this Announcement, or any matter referred to herein.

This Announcement does not constitute, or form part of, any offer for or invitation to sell or purchase any securities, or any solicitation of any offer for, securities in any jurisdiction. Any acceptance or other response to the Offer should be made only on the basis of information contained in or referred to in the Offer Document and the Prospectus which Catlin intends to despatch shortly to Wellington Shareholders. Such documents will contain important information which Wellington Shareholders are urged to read carefully.

The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this Announcement is released, published or distributed should inform themselves about and observe such restrictions. Further, the laws of the relevant jurisdiction may affect the availability of the Offer (including the Mix and Match Facility) to persons not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Further details in relation to overseas shareholders will be contained in the Offer Document and the Prospectus.

The information contained herein is not for publication or distribution into the United States. The material set forth herein is for information purposes only and should not be construed as an offer for securities for sale in or into the United States or any other jurisdiction. The New Catlin Shares to be issued in connection with the Offer have not been, nor will they be, registered under the US Securities Act of 1933, as amended, or under the securities laws of any state of the United States of America and may not be offered or sold in the United States of America, absent registration or an applicable exemption from registration. No public offering of the securities will be made in the United States of America. The relevant clearances have not been, and will not be, obtained from the securities commission of any province or territory of Canada; no Prospectus or a Prospectus equivalent has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission and the New Catlin Shares have not been, nor will they be, registered under or offered in compliance with applicable securities laws of any state, province, territory or jurisdiction of Canada or Australia. Accordingly, Catlin Shares may not (unless an exemption under relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Canada or Australia or any other jurisdiction outside the United Kingdom if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction or to, or for the account or benefit of, a person located in Canada or Australia or such other jurisdiction.

This Announcement, including information included or incorporated by reference, may contain a number of forward-looking statements relating to Catlin and Wellington with respect to, among others, the following: financial condition; results of operation; the businesses of Catlin and Wellington; future benefits of the transaction; and management plans and objectives. Catlin and Wellington consider any statements that are not historical facts to be "forward-looking statements". These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by them. Important factors that could cause actual results to differ materially from estimates or forecasts contained in the forward-looking statements include, among others, the following possibilities: future revenues are lower than expected; costs or difficulties relating to the combination of the businesses of Catlin and Wellington, or of other future acquisitions, are greater than expected; expected cost savings from the transaction or from other future acquisitions are not fully realised or not realised within the expected time frame; competitive pressures in the industry increase; general economic conditions or conditions affecting the relevant industries, whether internationally or in the places Catlin and Wellington do business are less favourable than expected, and/or conditions in the securities market are less favourable than expected.

The estimated operational cost savings and financial synergies have been calculated on the basis of the existing cost and operating structures of the companies and by reference to current prices and the current regulatory environment. These statements of estimated cost savings relate to future actions and circumstances which, by their nature, involve risk, uncertainties and other factors. Because of this, the cost savings and financial synergies referred to may not be achieved, or those achieved could be materially different from those estimated. These statements should not be interpreted to mean that the earnings per share in the first full financial year following the Acquisition, or in any subsequent period, would necessarily match or be greater than those for the relevant preceding financial period.

Catlin Shareholders and Wellington Shareholders should note that the prior consent of the Financial Services Authority and Lloyd’s (and potentially other regulatory authorities in jurisdictions in which the Catlin Group and/or the Wellington Group conduct their business) will be required for any person either alone or with their associates to hold or control, directly or indirectly, 10 per cent. or more of Catlin’s common issued share capital following the Acquisition, as that person will be regarded as a “controller” of the regulated insurance entities in the Enlarged Group. In order to obtain such consents, the relevant person will be required to provide certain information to the Financial Services Authority, Lloyd’s or other regulatory bodies (as applicable) and may be required to give certain undertakings in respect of its interest. If the relevant person fails to obtain such consent, the Catlin Board may invoke provisions contained in Catlin’s byelaws which may result in some or all of the shares in Catlin (including the New Catlin Shares) held by such person ceasing to carry the right to vote or in the person being required to sell some or all of its shares in Catlin. Shareholders should also be aware that the Financial Services Authority may exercise the powers conferred on it by section 189 of the FSMA and may impose criminal sanctions under section 191 of the FSMA.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Catlin or of Wellington, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is withdrawn or until the “offer period” otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Catlin or Wellington, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Catlin or of Wellington by Catlin or Wellington, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.

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