Result of EGM

Result of EGM

Amlin Plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

3 November 2015

Recommended Cash Offer

for

Amlin plc

(incorporated and registered in England and Wales with registered number 02854310)

by

Mitsui Sumitomo Insurance Company, Limited

(incorporated in Japan)

a wholly owned subsidiary of

MS&AD Insurance Group Holdings, Inc.

(incorporated in Japan)

Results of Shareholder Meetings

The Boards of Directors of Amlin plc (“Amlin”) and Mitsui Sumitomo Insurance Company, Limited (“MSI”) are pleased to announce that at a Court Meeting and General Meeting of Amlin Shareholders held earlier today in connection with the recommended cash offer for the entire issued and to be issued share capital of Amlin by MSI, all the resolutions proposed were duly passed in the terms set out in the notice of each meeting.

At the Court Meeting, a majority in number of Scheme Shareholders, who voted (either in person or by proxy) and who together represented over 75% by value of the votes cast, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed. At the General Meeting, the Special Resolution to approve the Scheme and provide for its implementation was also passed by the requisite majority.

COURT MEETING The voting on the resolution to approve the Scheme was taken on a poll and the results were as follows:

Number of Scheme Shareholders voting: For: 562 (92.28%) Against: 47 (7.72%)

Number of votes: For: 312,132,172 (99.89%) Against: 349,263 (0.11%)

Percentage of eligible Scheme Shares voted: For: 312,132,172 (62.02%) Against: 349,263 (0.07%)

GENERAL MEETING The voting on the Special Resolution to approve the Scheme and provide for its implementation was taken on a poll and the results were as follows:

Number of votes for Special Resolution (1): For: 310,667,027 (99.89%) Against: 329,553 (0.11%) Withheld: 14,282 (0.00%)

Number of votes for Special Resolution (2): For: 310,678,949 (99.90%) Against: 303,317 (0.10%) Withheld: 28,596 (0.00%)

The Scheme also requires review and approval by relevant antitrust and regulatory authorities. The relevant anti-trust and regulatory filings for the proposed acquisition have been initiated and are proceeding in the normal course

Subject to the satisfaction or waiver of the other Conditions set out in the Scheme Document and the sanction of the Scheme by the Court, the Scheme is expected to become effective during the first quarter of 2016.

A copy of the Special Resolution passed at the General Meeting has been submitted to the Financial Conduct Authority via the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM.

Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document dated 5 October 2015.

For further information:

MSI Masato Naito (Corporate Communications) Tel: [phone]	Â	Amlin Charles Philipps (Chief Executive) Richard Hextall (Chief Finance & Operations Officer) Tel: [phone]
Goldman Sachs (Lead Financial Adviser to MSI) Mark Sorrell Nimesh Khiroya Paul Miller Tel: [phone] Yoshihiko Yano Tel: [phone]		Evercore (Joint Financial Adviser to Amlin) Matthew Lindsey-Clark Nick Chapman Tel: [phone] Rothschild (Joint Financial Adviser to Amlin) Jonathan Eddis John Nisbet Tel: [phone]
Nomura (Financial Adviser to MSI) Andrew McNaught Ed Skilton Tel: [phone]		Morgan Stanley (Joint Corporate Broker to Amlin) Paul Baker Douglas Campbell Tel: [phone] Numis (Joint Corporate Broker to Amlin) Oliver Hemsley Tel: [phone]
Brunswick (PR Adviser to MSI) Andrew Garfield Tel: [phone]		FTI (PR Adviser to Amlin) John Waples Tel: [phone] Ed Berry Tel: [phone]

Important notices

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for MSI and no-one else in connection with the Transaction and will not be responsible to anyone other than MSI for providing the protections afforded to clients of Goldman Sachs International nor for providing advice in relation to the Transaction. Neither Goldman Sachs International nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goldman Sachs International in connection with the Transaction, any statement contained herein or otherwise.

Nomura International plc (“Nomura”), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for MSI and no-one else in connection with the matters set out in the Transaction and will not be responsible to anyone other than MSI for providing the protections afforded to clients of Nomura nor for providing advice in relation to the Transaction. Neither Nomura nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Nomura in connection with the Transaction, any statement contained herein or otherwise.

Evercore Partners International LLP (“Evercore”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Amlin and no one else in connection with the Transaction and will not be responsible to anyone other than Amlin for providing the protections afforded to clients of Evercore, or for giving advice in connection with the matter referred to in the Transaction or any matter referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with the Transaction, any statement contained herein or otherwise.

N.M. Rothschild & Sons Limited (“Rothschild”), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Amlin and for no one else in connection with the Transaction and will not be responsible to anyone other than Amlin for providing the protections afforded to its clients or for providing advice in connection with the subject matter of the Transaction, any statement contained herein or otherwise.

Morgan Stanley & Co International plc (“Morgan Stanley”), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Amlin and no one else in connection with the Transaction and will not be responsible to anyone other than Amlin for providing the protections afforded to clients of Morgan Stanley, or for giving advice in connection with the Transaction or any matter referred to herein. Morgan Stanley, its affiliates and its and their respective directors, officers, employees and agents will not regard any other person as their client nor will they owe or accept any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person other than Amlin for providing advice in connection with the Transaction, any statement contained herein or otherwise.

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint broker to Amlin in relation to the Transaction and will not be responsible to any person other than Amlin under the Financial Services and Markets Act 2000 (as amended), the rules of the Financial Conduct Authority or otherwise for providing the protections afforded to its clients or for advising any other person in relation to the Transaction or any matter, transaction or arrangement referred to herein.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Transaction or otherwise. The Transaction will be implemented solely by means of the Scheme Document, which contains the full terms and conditions of the Transaction, including details of how to vote in respect of the Transaction.

This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Notice to Overseas Shareholders

The laws of the relevant jurisdictions may affect the availability of the Transaction to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Transaction disclaim any responsibility and liability for the violation of such restrictions by any person.

The Transaction will not be made available, directly or indirectly, in a Restricted Jurisdiction, and the Transaction will not be capable of acceptance from within a Restricted Jurisdiction. Accordingly, copies of this announcement and all other documentation relating to the Transaction are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. Further details in relation to overseas Amlin Shareholders is contained in the Scheme Document.

The Transaction relates to the shares of a U.K. company and it is to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Scheme relates to the shares of a U.K. company that is a "foreign private issuer" as defined under Rule 3b-4 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the Exchange Act. Accordingly, the Transaction is subject to the disclosure requirements and practices applicable in the U.K. to schemes of arrangement, which differ from the disclosure requirements and practices of U.S. shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the U.K. and may not be comparable to the financial statement of U.S. companies.

Forward looking statements

This announcement contains certain statements which are, or may be deemed to be, “forward-looking statements”. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “hope”, “continue”, “believe”, “aim”, “will”, “may”, “would”, “could” or “should” or other words of similar meaning or the negative thereof. Forward-looking statements include, without limitation, statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of the MSI Group or the Amlin Group; and (iii) the effects of government regulation on the business of the MSI Group or the Amlin Group.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will provide to have been correct. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements which refer only to the position as at the date of this announcement. All subsequent oral or written forward-looking statements attributable to MSI or Amlin or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. None of MSI or Amlin undertakes any obligation to update publicly, correct or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

Disclosure requirements of the Takeover Code (the “Code”)

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of the offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on Website

A copy of this announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) at www.ms-ins.com/english and http://www.amlin.com/investors.aspx by no later than noon (London time) on the date following the publication of this announcement. For the avoidance of doubt, save as expressly referred to herein, the contents of those websites are not incorporated into and do not form part of this announcement.

You will not be sent a hard copy of this announcement unless you request one. You may request a hard copy of this announcement, free of charge, by contacting Harrison Hope of Evercore at 15 Stanhope Gate London, W1K 1LN or on [phone] or John Nisbet of Rothschild at New Court, St Swithin's Lane, London EC4N 8AL or on [phone]. Amlin Shareholders may also request that all future documents, announcements and information be sent to them in relation to the Transaction should be in hard copy form.

View source version on businesswire.com: http://www.businesswire.com/news/home/20151103006429/en/