The directors of Amlin plc (the Company) present their report, the audited accounts of the Company and the consolidated accounts of the Company and its subsidiaries (the Group) for the year ended 31 December 2007.

Principal activity, Business Review and Key Performance Indicators

The Group’s principal activity is non-life insurance and reinsurance underwriting in the Lloyd’s market and in Bermuda. A review of the Group’s business, and developments during the year, is set out in the Annual Report (Review and Performance sections). Further information is provided in the Risk Disclosures note and the Accountability section of the Annual Report. The Review and Performance sections, Risk Disclosure note and Accountability section together include the information and analysis required by section 234ZZB of the Companies Act 1985 to be included in a Business Review, including information on key performance indicators and on the Group’s financial and other risk management and policies. Such information and analysis is hereby incorporated by reference into this report.

Share capital, return of capital and dividends

The Company’s issued share capital comprises ordinary shares of 28.125p each, fully paid. Each issued ordinary share has one vote in general meeting and, in normal circumstances, the ordinary shares are the only voting shares of the Company. In addition, on 12 December 2007 shareholders approved at an Extraordinary General Meeting the issue of one redeemable non-cumulative preference share of 22.4p (B Share) to the holder of each ordinary share of 25p (Previous Share) held on 14 December 2007, taking effect on 17 December 2007. Other than in special circumstances such as a winding up, the B shares are non-voting. Also on 17 December 2007, each nine Previous Shares were subdivided and consolidated into eight ordinary shares of 28.125p each (Present Shares). As a result the 537,464,619 Previous Shares in issue on 14 December 2007 became 477,746,328 Present Shares in issue on 17 December 2007. Changes to the Company’s share capital during the year are set out in more detail in note 22 to the Financial Statements but in summary a B Share entitled the holder to a return of capital of 22.4p on 14 January 2008 (Return of Capital), payable at the shareholder’s choice either as a capital redemption (the default option in the absence of any election to the contrary) or as a B Share dividend. As a third option, shareholders could elect to retain the B Share for future redemption and, following the first redemption date of 14 January 2008, 11,379,418 B Shares remain in issue. The total value of the Return of Capital was £120.4 million, of which £117.85 million was paid to shareholders in January 2008 and £2.55 million now represents an entitlement to future redemption. The background and rationale of the Return of Capital is discussed in the Financial Management section of the Review.

In addition to the Return of Capital which became unconditional during the year, an interim dividend of 5.0p (2006: 4.2p) per Previous Share was paid on 19 October 2007 to shareholders on the register on 21 September 2007 and the directors now propose a final dividend of 10.0p per Present Share, equivalent to 8.9p per Previous Share (2006: 7.8p), to be paid on 30 April 2008 to shareholders on the register at the close of business on 25 March 2008. This makes total ordinary dividends in respect of the year of 15.0p per ordinary share in issue at the time, the equivalent of 13.9p per Previous Share (2006: 12.0p plus a special dividend paid in May 2007 of 8.0p) or the equivalent of 14.4p per Present Share. Those shareholders wishing to use any of these dividends on ordinary shares to purchase further shares were, or are, able to participate in a Dividend Reinvestment Plan in respect of such dividends. Details of the Plan are available on the Company’s website and are being recirculated to shareholders at the same time as this Annual Report.

Directors

The biographical details of the present directors are set out on here. Mr Martin Feinstein joined the Board on 1 December 2007. All of the other current directors served throughout the year. Mr Tom Kemp retired from the Board on 24 May 2007.

Messrs Joslin, Mylvaganam and Taylor were each re-elected for three year terms in 2005, expiring at the Annual General Meeting to be held on 24 April 2008 (AGM). Mr Joslin will retire as a director at the AGM and not seek re-election. Messrs Mylvaganam and Taylor, being eligible, offer themselves for re-election for further terms of office of one year and three years respectively. Mr Feinstein offers himself for election at the AGM for a three year term, this being the first AGM since his appointment.

Directors' interests

The interests, all of which are beneficial, of those directors and their related parties who have interests in the shares of the Company, were as follows:

The B Shares were not in issue on 31 December 2006 and, by 27 February 2008, all of the above B Shares held on 31 December 2007 had been redeemed other than the following numbers of B Shares retained by directors and/or their related parties: Mr Hextall, 137,052; Mr Holt, 91,780; and Mr Philipps, 164,000.

In the cases of the executive directors, Messrs Carpenter, Hextall, Holt, and Philipps, the above holdings include beneficial interests held through the Company’s Share Incentive Plan (SIP). Details of their interests in share options and long term incentive plans are set out in the Directors' Remuneration Report in the Accountability section of the Annual Report, as are details of the total interests of the SIP and of the Group’s Employee Share Ownership Trust. Details of any transactions between the Group and directors who served during the year are set out in note 34 to the Accounts.

No directors or their related parties have any other interests in the shares or any other securities of the Company or any of its subsidiaries.

Substantial shareholdings

At 27 February 2008 the Company had been notified of the following holdings of 3% or more of its issued ordinary share capital:

* Where there have been no new disclosures of holdings to the Company since the December 2007 ordinary share consolidation previously disclosed holdings have been adjusted on an 8 for 9 basis

** Based on the shares in issue as at 27 February 2008 of 478,031,457

Corporate governance

The Board Corporate Governance statement, reports from the Board’s Nomination and Audit Committees, and the Directors' Remuneration Report are all set out with other reports in the Accountability section of the Annual Report. The section in the Board Corporate Governance Statement entitled 'Compliance with the Combined Code' includes in A.4 and D.2 respectively, details of the Company’s rules in the appointment and removal of directors and in amendments to the Company’s Articles of Association.

Employment policies

The People section of the Review provides commentary on the Group as an employer, including its commitment to keeping employees informed about the business and to seeking to develop their full potential by providing opportunities for training and professional development.

The Group’s equal opportunities policy aims to ensure that no employee, in application for initial employment or as an existing employee (including in the event of a change in circumstances), receives less favourable treatment because of his/her sex, actual or perceived sexual orientation, gender (including gender reassignment), marital or family status, age, ethnic origin, disability, race, colour, nationality, national origin, creed, political affiliation, part-time status, or any other condition, unless it can be shown to be legally justifiable.

Copies of the Group’s policies including on professional qualifications, family leave, sabbaticals and equal opportunities are available on the Company’s website or from the Secretary on request. The Group’s health and safety policy is publicised to staff through its intranet and on staff notice boards and is monitored by a staff Health and Safety Committee, which reports directly to the Chief Executive who makes an annual health and safety report to the Board.

Corporate responsibility and charitable donations

A report on the Group’s corporate responsibility activities, including employee, environmental, and community aspects, is set out in a Corporate Responsibility report in the Accountability section of the Annual Report. The Group Chief Executive has direct responsibility at Board level for leading the Group’s initiatives on all corporate responsibility related matters, with the relevant senior managers and advisory groups reporting to him. Relevant policies and terms of reference are available on the Company’s website or from the Secretary on request.

The Group made charitable donations during the year of £65,492 (2006: £54,915), including donations in Bermuda by the Company’s subsidiary, Amlin Bermuda Ltd (ABL). In addition, £2,922 was raised by Macmillan Cancer Support from the sale of Amlin shares representing fractions from the share consolidation in December 2007. This donation was agreed by shareholders as part of their approval of the return of capital.

The Group’s charities budget (excluding ABL's) was managed in 2006 and 2007 by a Charities Committee of staff representatives (since superceded by a Charities and Community Panel). The ABL budget is managed in Bermuda under the direction of the ABL board. Further details of the Group’s community and charitable activities are set out in the Corporate Responsibility report.

Political donations

The Group made no political donations during the year (2006: nil).

Supplier payment policy and performance

The Group’s policy is to pay suppliers in accordance with agreed terms of business. Whenever possible, purchase orders are placed on the basis of the Group’s standard terms and conditions which include provision for the payment of suppliers within 30 days of the end of the month in which the Group receives the goods or in which the services are provided. Average trade creditors of the Group during 2007, which excludes insurance creditors, represented approximately 27 days (2006: 30 days), based on the ratio of Group trade creditors to the amounts invoiced during the year.

Annual General Meeting

The Notice of Annual General Meeting, to be held at noon on Thursday 24 April 2008 at the offices of the Company at St Helen's, 1 Undershaft, London, EC3A 8ND, is contained in a separate circular to shareholders which is being mailed or otherwise provided to shareholders with this report.

Powers of directors regarding shares

The following are the current authorities granted by shareholders to the directors regarding shares:

1. an authority under section 80 of the Companies Act 1985 (the “Act”) to allot ordinary shares (relevant securities) up to an aggregate nominal amount of £44,513,470;
2. an authority, as if section 89(1) of the Act did not apply, to allot equity securities wholly for cash in correction with a rights issue and, otherwise than in connection with a rights issue, up to an aggregate nominal amount of £6,677,020; and
3. an authority for the purpose of section 166 of the Act to make market purchases of up to 47,760,381 Present Shares, subject to the usual restrictions regarding purchase price.

Each of these authorities expire at the conclusion of the 2008 Annual General Meeting, at which replacement authorities of the same nature, but for different amounts, will be proposed.

Directors' indemnities

The Company has made third party indemnity provisions for the benefit of its directors and certain directors of the Company’s subsidiaries. These were made between 2006 and the date of this report, and remain in force at the date of this report.

Directors' statement on the disclosure of information to the auditors

Each director at the date of the approval of this report confirms that:

• so far as the director is aware, there is no relevant audit information of which the Company’s auditors are unaware; and
• the director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company’s auditors are aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 234ZA of the Companies Act 1985.

Going concern

The Board has satisfied itself that the Group has adquate resources to continue in operation for the foreseeable future. The Group financial statements therefore continue to be prepared on a going concern basis.

Auditors

A resolution is to be proposed at the Annual General Meeting for the re-appointment of Deloitte & Touche LLP as auditors to the Company and to authorise the directors to fix their remuneration.

By Order of the Board

C C T Pender Secretary
27 February 2008

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