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 2005.

Principal activities, corporate and business review
The Group's principal activity is non-life insurance and reinsurance underwriting in the Lloyd's market and, since December 2005, in Bermuda. A review of the Group's business, and developments during the year, is included in the Chairman's statement and the Operating and Financial Review (OFR).

Rights issue and debt financings
On 28 November 2005 the Company completed a 7 for 22 rights issue of 127,805,073 new ordinary shares at 175p per share (Rights Issue). The proceeds of £214.7 million net of expenses, together with the proceeds of a US$125 million revolving credit facility, a term loan of £20 million and a bridging facility of £170 million, were utilised towards the US$1 billion capitalisation of the Group's new underwriting business in Bermuda. In March 2005 US$50 million of subordinated bonds were issued, in addition to the US$50 million of similar bonds issued in November 2004. Further details of the terms of the debt facility and bond issues, and of letter of credit finance supporting the Group's Lloyd's underwriting, are set out in notes 25 and 30 to the Accounts.

Dividends
An interim dividend of 4.0p (2004: 3.0p) per ordinary share was paid on 7 October 2005. The directors propose a final dividend of 6.2p per ordinary share (2004: 5.0p), to be paid on 31 May 2006 in respect of shares on the register at the close of business on 31 March 2006 (other than shares issued in the Rights Issue, which were issued on the basis that they do not rank for the 2005 final dividend).
This makes total dividends for the year of 10.2p per ordinary share (2004: 8.0p). There was a scrip dividend alternative to the 2004 dividends but not to the 2005 interim dividend, and nor is one being offered in respect of the 2005 final dividend. Details of the shares issued during the year in respect
of scrip dividends are included in note 22 to the Accounts. Instead of a scrip dividend, those shareholders who would prefer to receive shares rather than cash are being offered for the first time the opportunity to participate in a Dividend Reinvestment Plan in respect of the 2005 final dividend, details of which are being sent to shareholders at the same time as this Annual Report.

Directors
The biographical details of the present directors are set out here. Mr Davey joined the Board on 15 December 2005 and offers himself for election to the Board at the 2006 Annual General Meeting (the AGM). Messrs Buchanan, Carpenter, Hextall, Holt and Philipps retire at the AGM after completing their respective terms of office and, being eligible, each offers himself for re-election. All five such directors are proposed for terms of office of three years. Lord Stewartby also completes his term of office at the AGM, and is not seeking re-election.

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

	At 8 Mar 2006 and at 31 Dec 2005 No of shares	At 31 Dec 2004 No of shares
N J C Buchanan	12,600	6,300
B D Carpenter	724,352	561,463
R A Hextall	146,362	50,665
A W Holt	2,756,084	2,522,518
R W Mylvaganam	4,460	3,285
C E L Philipps	285,019	103,823
Lord Stewartby	50,000	46,054
R J Taylor	20,235	15,351

In addition, Messrs Carpenter, Hextall, Holt, and Philipps are deemed, as employees of a Group company, and therefore potential beneficiaries, to be interested in the whole of the holding of the Group's Employee Share Ownership Trust (ESOT), details of which are given below. The directors' own ESOT and other share options are set out in the Directors' remuneration report. Details of transactions between the Group and directors who served during the year are set out in note 32 to
the Accounts.

No directors have any other interests in the shares or any other securities of the Group or any of its subsidiaries.

Shares held by Employee Share Ownership Trust
The trustee of the Group's ESOT, Kleinwort Benson (Guernsey) Trustees Limited, held 2,227,489 shares in the Company on 31 December 2005 (2004: 4,229,734 shares). On 8 March 2006, the ESOT's shareholding was 2,192,394 shares. The ESOT acquired 540,092 shares in the Rights Issue. All of the other changes in the ESOT's shareholding between 31 December 2004 and 8 March 2006 were as a result of exercises of options.

Substantial shareholdings
At 8 March 2006 the Company had been notified of the following holdings of 3% or more of its issued ordinary share capital:

	Number of shares held	% of shares in issue*
Fidelity International Limited and FMR Corporation	79,402,075	15.0
State Farm Mutual Automobile Insurance Company	38,945,955	7.3
Barclays PLC	32,058,412	6.0
Legal & General Group Plc companies	17,218,125	3.2

* Based on the shares in issue as at 8 March 2006 of 530,393,955.

Corporate governance
Statements on corporate governance, including reports from the Board's Nomination and Audit Committees, immediately follow this report. The Directors' remuneration report, which includes details of the Board's Remuneration Committee and is subject to approval by shareholders at the forthcoming Annual General Meeting, starts on Corporate Governance page.

Employment policies
The Group is committed to keeping employees informed about the business through such means as the Group intranet, presentations to staff and management conferences. An Employee Consultative Forum, made up of representatives of the employees and of senior management, was instituted in 2004. The Group encourages its employees to develop their full potential by providing opportunities
for training and professional development.

The Group's equal opportunities policy aims to ensure that no potential or existing employee 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 on professional qualifications, equal opportunities, family leave and sabbaticals 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.

Group employees are encouraged to participate in the Group's pension arrangements, details of which are set out in the Directors' remuneration report and in note 26 to the Accounts.

The Company also facilitates employees' participation in its equity through staff share dealing arrangements and option schemes, including a Sharesave scheme open to all employees on relevant qualification dates.

Further information relevant to the Group as an employer is set out in the 'People' section of the OFR.

Corporate responsibility

General
An overview of the Company's corporate responsibility activities is set out in the OFR section.
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 reporting to him.

Environmental
Notwithstanding its low overall environmental impact, Amlin recognises the need to manage the impact of its activities on the environment in such areas as internal processes, re-cycling, energy use and encouraging its suppliers and insureds to act responsibly regarding environmental impacts and risk. The Company adopted a Group Environmental Policy in 2001, which, as outlined in the OFR, it continues to implement and develop. This is done with the assistance of the Group's Environmental Committee, which is chaired by a senior executive, David Harris, the Group Operations Director, who is a member of the Board of the principal UK operating subsidiary, Amlin Underwriting Limited, and reports directly to the Chief Executive.

Human rights
Until Amlin Bermuda Ltd opened for business in December 2005, the Group had no non-UK employees and no material physical supply chain originating outside the UK. Thus, although the majority of the Group's premium income originates from overseas risks (particularly from North America, but also elsewhere), most of the potential abuses of human rights that a formal policy would address are covered by the Company's commitment to carry out its business according to the laws of the countries in which it operates. Further consideration may be given to the adoption of a human rights policy as and when overseas operations expand.

Risk management
In most of the areas commonly associated with corporate responsibility, other than Amlin's role as
an employer, the Board considers that the social impact of the Group's activities is relatively low. Nonetheless, as part of the Group's general risk management review processes, the significant risks to the Company's short and long term value arising from social, environmental and ethical matters, and the opportunities to enhance value from an appropriate response, are incorporated as a specific consideration. This review has identified no specific risks in this area with other than a low probability of incidence or low potential financial impact on the Group. More details of risk management generally are included in the Board corporate governance statement.

Charitable activities and donations
The Group made charitable donations during the year of £47,557 (2004: £34,425), including a special donation to the Disaster Emergencies Committee in respect of the Asian tsunami, made on a matched funding basis alongside staff donations, of £10,000 (2004: nil). The Group's charities budget is managed by a Charities Committee of staff representatives. Special consideration is given to community projects and fund raising in which members of staff themselves are involved, as well as
to charities involved with children and health in London.

Copies of the Group Environmental Policy, the latest environmental progress report and the Code of Conduct are available in the corporate governance section of investor relations on the Company's website or from the Secretary on request.

Political donations
The Group made no political donations during the year (2004: £nil). The Board's policy is that the Group does not make political donations, other than incidentally in circumstances where an employee might be allowed time off for public service deemed to be political (which, if occuring at all, would not be material). The Board therefore continues not to seek any discretion from shareholders regarding political donations pursuant to the Companies Act 1985 (as amended by the Political Parties,
Elections and Referendums Act 2000).

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 2005, which excludes insurance creditors, represented approximately 30 days (2004: 28 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 25 May 2006 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 with this report.

Auditors
In accordance with Section 385 of the Companies Act 1985, 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
9 March 2006