Compulsory Acqn of Shares

Catlin Group Limited
15 January 2007

15 January 2007

                              Catlin Group Limited

                  Compulsory Acquisition of Wellington Shares
                            and Closing of the Offer


Catlin is pleased to announce that it has received valid acceptances from
Wellington Shareholders in respect of 488,979,717 Wellington Shares,
representing approximately 96.6 per cent. of Wellington Shares to which the
Offer relates. Accordingly, Catlin is today issuing notices under Paragraph 2 of
Schedule 2 of the Takeovers Directive (Interim Implementation) Regulations 2006
to Wellington Shareholders who have not yet accepted the Offer that it now
intends to exercise its rights to acquire compulsorily all those Wellington
Shares still outstanding at the expiry of the requisite notice period on the
same terms as the Offer. In the meantime, the basic terms of the Offer (but not
the Mix and Match Facility) remain open for acceptance. Forms of Acceptance and
Election not yet returned should be completed and returned in accordance with
the instructions set out in the Offer Document and in the Form Of Acceptance And
Election so as to be received as soon as possible.

The Offer will close at midnight on 26 February 2007, being not less than 14
days from the date of this announcement.

Further to Catlin's announcement on 22 December 2006, Wellington Shareholders
are reminded that the cancellation of Wellington Shares from the Official List
of the UK Listing Authority and from trading on the London Stock Exchange's main
market for listed securities is expected to take effect on 25 January 2007.

Terms used in this announcement shall have the meaning given to them in the
Offer Document.


Enquiries

For further information, contact:

Catlin
James Burcke (Head of Communications, London)
Tel: [phone]
Mobile: [phone]
Email: [e-mail]

William Spurgin (Head of Investor Relations, London)
Tel: [phone]
Mobile: [phone]
Email: [e-mail]

Maitland
Public relations adviser to Catlin
Liz Morley
Tel: [phone]
Email: [e-mail]


The Catlin Directors accept responsibility for the information contained in this
announcement. To the best of their knowledge and belief (having taken all
reasonable care to ensure that such is the case), the information contained in
this announcement is in accordance with the facts and does not omit anything
likely to affect the import of such information.

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. Such documents 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 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 are contained
in the Offer Document.

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.

The Offer is made for the securities of a UK company and is subject to UK
disclosure requirements, which are different from those of the United States.
Financial statements included in the Offer Document and Prospectus have been
prepared in accordance with non-US accounting standards and may not be
comparable to the financial statements of US companies.

It may be difficult for you to enforce your rights and any claim you may have
arising under the US federal securities laws, since Catlin and Wellington are
located in non-US jurisdictions, and some or all of their officers and directors
may be residents of non-US jurisdictions. You may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's judgement.

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, the New 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 the United States, 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 the United States, Canada or Australia or such other jurisdiction.





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