Offer Wholly Unconditional

Catlin Group Limited
18 December 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

    RECOMMENDED OFFER BY CATLIN GROUP LIMITED FOR WELLINGTON UNDERWRITING PLC

                           Offer wholly unconditional

Catlin is pleased to announce that its offer for Wellington is being declared
unconditional as to acceptances and that all required regulatory approvals have
been received. All conditions to the Offer have now either been satisfied or
waived and the Offer is now wholly unconditional.

In addition, Lloyd's has approved the cessation of Wellington's Syndicate 2020.
Catlin will accordingly benefit from full ownership of the enlarged capacity of
its Syndicate 2003 with effect from 31 December 2006. Approximately 38 per cent.
(by capacity) of the unaligned members of Syndicate 2020 have accepted the all
cash compensation offer made to them and 62 per cent. have accepted the cash and
reinsurance option.

As at 1.00 p.m. (London time) on 18 December 2006, Catlin had received valid
acceptances from Wellington Shareholders in respect of 433,038,085 Wellington
Shares which Catlin will count towards satisfaction of the acceptance condition,
representing approximately 85 per cent of Wellington's existing issued share
capital. This total includes acceptances received in respect of 40,000
Wellington Shares (representing approximately 0.01 per cent of Wellington's
existing issued share capital, excluding shares held as treasury shares) which
were subject to irrevocable commitments procured by Catlin from the Wellington
directors. Neither Catlin nor any of its associates has any outstanding
irrevocable commitments or letters of intent in respect of any Wellington
Shares.

Save as disclosed in this announcement or in the Offer Document, neither Catlin,
nor any person acting in concert with Catlin, is interested in or has any rights
to subscribe for, any Wellington Shares nor does any such person have any short
position (whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative or any arrangement
in relation to Wellington Shares. For these purposes, 'arrangement' includes any
agreement to sell or any delivery obligation or right to require another person
to purchase or take delivery of Wellington Shares and any borrowing or lending
of Wellington Shares which have not been on-lent or sold and any outstanding
irrevocable commitment or letter of intent with respect to Wellington Shares.

The Offer will remain open until further notice. Wellington Shareholders who
have not already done so are encouraged to return their Forms of Acceptance and
Election, duly completed in accordance with the instructions set out thereon and
in the Offer Document. The Mix and Match Facility is now closed. Only those
elections received under the Mix And Match Facility received from Wellington
Shareholders before the First Closing Date will be considered.

Settlement for those Wellington Shareholders who have validly accepted the Offer
will be effected by 29 December 2006, and within 14 days of receipt in respect
of any further acceptances which are received after today's date and which are
valid and complete in all respects (as described in the Offer Document).

As set out in the Offer Document, if Catlin receives acceptances under the Offer
in respect of, or otherwise acquires, 90 per cent. or more of the Wellington
Shares to which the Offer relates, Catlin will exercise its rights pursuant to
the provisions of Schedule 2 to the Interim Implementation Regulations to
acquire compulsorily the remaining Wellington Shares in respect of which the
Offer has not been accepted.

As indicated in the Offer Document, it is Catlin's intention to procure that
Wellington apply for the cancellation of the listing of the Wellington Shares on
the Official List for the cancellation of trading of Wellington Shares on the
London Stock Exchange's market for listed securities.

It is expected that cancellation of listing and trading will take effect not
less than 20 business days from the date of Wellington's announcing that it has
made the applications for cancellation. Following the cancellation, Wellington
would cease to be a listed company and there would be no publicly traded market
for Wellington Shares.

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

Stephen Catlin, chief executive of Catlin Group Limited, said:

'I am very pleased to announce that Catlin's offer for Wellington has been
declared unconditional. The acquisition creates material benefits for both
companies and their shareholders, as well as to clients and brokers.'

'We are now ready to take advantage of the opportunities that the acquisition
presents to us. We have done much work since the offer was announced to plan the
integration of the two businesses. As a result of that work, we will consolidate
our underwriting teams in London this week, and integration planning for other
parts of the business is progressing well.'

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]

JPMorgan Cazenove
Sole financial adviser and joint corporate broker to Catlin
Tel: [phone]
Tim Wise
Robert Thomson
Conor Hillery

UBS Investment Bank
Joint corporate broker to Catlin
Tel: [phone]
Phil Shelley

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

Wellington
Tel: [phone]
Preben Prebensen (Chief Executive)

Lexicon Partners
Sole financial adviser to Wellington
Tel: [phone]
Angus Winther
James Viggers

Citigroup Global Markets
Sole corporate broker to Wellington
Tel: [phone]
Andrew Thompson

Financial Dynamics
Public relations adviser to Wellington
Tel: [phone]
Rob Bailhache
Geoffrey Pelham-Lane

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 (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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