Offer Document

Catlin Group Limited
27 November 2006


Not for release, publication or distribution, in whole or in part, in, into or
from Australia, Canada or any other jurisdiction where to do so would constitute
a violation of the relevant laws of such jurisdiction

                                25 November 2006
                              
   RECOMMENDED OFFER BY CATLIN GROUP LIMITED FOR WELLINGTON UNDERWRITING PLC

                                 Offer Document

Catlin announces that the Offer Document containing its Offer to Wellington
Shareholders has today been put on display at the offices of Debevoise &
Plimpton LLP, Tower 42, 25 Old Broad Street, London EC2N 1HQ, where it will be
available for inspection during normal business hours from the date of this
announcement up to and including the date of Admission. The Offer Document has
been posted to Wellington Shareholders.

Terms defined in the Offer Document have the same meanings in this announcement.

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.

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 (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 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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