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HYPERION INSURANCE GROUP LIMITED REPORT & ACCOUNTS YEAR ENDED 30 SEPTEMBER 2009

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HYPERION INSURANCE GROUP LIMITED

REPORT & ACCOUNTS

YEAR ENDED 30 SEPTEMBER 2009

ARGENTINA

AUSTRALIA

BRAZIL

COLOMBIA

DUBAI

FINLAND

GERMANY

HONG KONG

ICELAND

INDIA

IRELAND

ISRAEL

ITALY

MEXICO

PUERTO RICO

SINGAPORE

SPAIN

SWEDEN

TAIWAN

UNITED KINGDOM

UNITED STATES

HYPERION INSURANCE GROUP LIMITED

REPORT & ACCOUNTS

YEAR ENDED 30 SEPTEMBER 2009

2008-2009 At A Glance 02

Chairman’s Statement 04

Chief Executive’s Review 06

Board Structure 08

Group Structure 10

Group Broking 11

Group Underwriting 21

Financial Statements 31

01HYPERION INSURANCE GROUP

CONTENTS

2008-2009 AT A GLANCE

£57,160,00GROUP REVENUE

£8,794,000EBITDA

£34,087,000BROKING REVENUE

£22,514,000UNDERWRITING REVENUE

448PEOPLE EMPLOYED

02 HYPERION INSURANCE GROUP

AT A GLANCE

2003 2004 2005 2006 2007 2008 2009

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

14.438

619

914

50 69102

175232

272

355408

383

448

1,759

5,170

2,245

6,787

Underwriting

Broking

3,659

10,478

6,606

13,689

8,894

17,990

14,228

19,17318,008

20,31822,808

23,848

22,514

34,087

3,691

1,3401,806

3,590 3,407

5,204

6,997

8,145

20.73027.399

34.10339.250

60

50

40

30

20

10

0

9,0008,0007,0006,0005,0004,0003,0002,0001,000

0

35,000

30,000

25,000

20,000

15,000

10,000

5,000

0

500

400

300

200

100

0

£ M

ILLI

ON

‘000

£ ‘0

00N

umbe

r

48.030

57.160

8,0768,794

03HYPERION INSURANCE GROUP

AT A GLANCE

KEY FACTS• Founded in 1994 and headquartered in the City of

London, Hyperion is a fast expanding internationalinsurance company. Since its inception it has grown tobecome a leading global provider of specialist insurancesoperating on four key platforms: wholesale, retail,reinsurance broking and underwriting.

• Four main brands: CFC Underwriting, DUAL, Hendricks& CO GmbH and Howden.

• 42 offices in 21 countries employing over 440 people.

• Reported operating income of £57.2 million for thefinancial year ended 30 September 2009 and EBITDA(excluding exceptional items) of £8.8 million, up 19% and9% respectively on 2008.

2008-2009HIGHLIGHTSOCTOBER 2008• Group entered an exclusive partnership with a broker in

Korea.

DECEMBER 2008• Established a North American Property & Casualty

Division, with a team joining from Benfield CorporateRisks.

• Trebled size of International Property business withsignificant expansion in the Far East. Office opened inHong Kong.

FEBRUARY 2009• Offices opened in Taiwan as part of our expansion in the

Far East of our International Property business.

MAY 2009 • DUAL International announced a strategic partnership

between its Hong Kong office, DUAL Asia, and MSIGInsurance (Hong Kong) Ltd to provide financial linesproducts for mid market companies in Asia.

JUNE 2009 • Howden signs a deal to acquire Hendricks & CO

GmbH, the leading specialist Directors and Officers andCommercial Legal Expenses broker in Germany.

JULY 2009• Bob Van Gieson, former President and CEO of Arch

Insurance Company Europe appointed Chairman andCEO of DUAL International.

• CFC entered the Life Sciences market and launchedBioSurance™ R&D a blended policy designed specificallyfor research and development companies.

• Eric Fady appointed Finance Director of the Group. Ericwas previously Finance Director for Marsh EuropeMiddle East and Africa.

The Queen’s Award forEnterprise inInternational Tradereflects the Group’s fastgrowing global presence.

TERRITORIES AND PRODUCT LINES

The Hyperion Group currently operates in 22 countriesand 60% of our income comes from territories outside theUK. The Queen’s Award for Enterprise in InternationalTrade reflects the Group’s fast growing global presence.Hyperion is focused on providing specialist insuranceproducts to its clients. Some of our products:

Civil Sanctions and Regulatory Proceedings LiabilityCommercial CrimeCyber & Privacy LiabilityDirectors and Officers LiabilityEmployment Practice LiabilityEnvironmentalFinancial SpecialtiesGeneral CasualtyHealthcareInvestor ProtectionLawyersLife SciencesManagement LiabilityPension Trust LiabilityProfessional IndemnityProfessional LiabilityPropertyReal EstateSpecial RisksTechnologyTrustees Liability

04 HYPERION INSURANCE GROUP

CHAIRMAN’S STATEMENT

“This is an excellent set of results with strong organicgrowth supplemented by the acquisition of Hendricks, the largest independent D&O broker in Germany. ”

JOHN VAN KUFFELERCHAIRMAN

JOHN VAN KUFFELERCHAIRMAN

05HYPERION INSURANCE GROUP

CHAIRMAN’S STATEMENT

CHAIRMAN’S STATEMENTPERFORMANCEIn the year ended 30 September 2009 we saw continuedstrong growth, combined with a number of importantstrategic developments.

Group revenue increased by an impressive 19% and EBITDAby 7%. This is an excellent set of results as most of ourgrowth was organic rather than through acquisitions. Thenew teams we have attracted have allowed us to exploitnew areas of business which have played a strong part intaking our Group forward.

In particular, this has given the Group an ability to extractearnings from all points of the value chain aligned withproviding a hedge across the insurance cycle and a balanceacross our businesses.

Our strategy to enter new markets and grow our brandsglobally was enhanced with our acquisition of Hendricks &CO GmbH, the leading specialist in Directors and Officersand Commercial Legal Expenses broker in Germany inOctober 2009. This has propelled Howden Broking Groupinto a market leading position in Germany.

THE BOARDSince the year-end Tim Howden and Brian Marsh haveretired as non-executive Directors. Tim Howden had beena director since the company’s foundation in 1994 andprovided us with encouragement and wise counsel throughthe years. I would like to thank him for his considerablecontribution and wish him well in his retirement. BrianMarsh served as a director for 3 years but through BPMarsh & Partners PLC and was the original institutionalinvestor from the foundation of the company in 1994. Wewill miss his considerable insurance and business expertise,but I am pleased to announce that Jon Newman has joinedour Board as the nominee of BP Marsh & Partners PLC. Jonhas served on the Boards of a number of insurance relatedcompanies and is Finance Director of BP Marsh & PartnersPLC. His experience and expertise will be valuable to usgoing forward particularly as we get closer to our proposedIPO in 2012.

EMPLOYEESOur employees remain central to the success of Hyperion.Their dedication and hard work has been the principalreason for our success in 2009 and I would like to thankthem all for their considerable efforts.

OUTLOOKDespite soft markets, the new year has started with strongrevenue growth in both our broking and underwritingagency businesses and the outlook for us remains good as aresult of the strategic steps we achieved in 2009.

The ongoing support of our external shareholders is atestament to the strength of our business model. Following3i’s investment in April 2008, the Group still has £22m ofcommitted funds for acquisition. This, combined with theongoing success of our broking and underwriting divisions,places the Group in a strong position to make furtheracquisitions and achieve the growth which will place us in anexcellent position for our proposed IPO in 2012.

JOHN VAN KUFFELERCHAIRMAN

06 HYPERION INSURANCE GROUP

CHIEF EXECUTIVE’S REVIEW

“Hyperion has a distinctive business model, combiningwholesale, retail and reinsurance broking and underwritingagency businesses. Our ambition is to continue to build aworld beating specialist insurance business; to enhance theexisting entrepreneurial flair and continue to support ourability to attract and retain the very best people.”

DAVID HOWDENCHIEF EXECUTIVE

07HYPERION INSURANCE GROUP

CHIEF EXECUTIVE’S REVIEW

CHIEF EXECUTIVE’S REVIEWTHIS HAS BEEN AN EXCITING YEAR for theGroup against an extremely challenging financial market.Hyperion’s success over the years is due to its uniquestructure and distinctive culture which acts as a magnet fortalent. This enables us to create value for the Group andour employees which is key to our continued success.

Hyperion has a distinctive business model, combiningwholesale, retail and reinsurance broking and underwritingagency businesses. This simultaneously delivers us ascalable international platform offering global distributionand strong relationships with business producers andunderwriters.

OUR BUSINESSESBehind the overall success of the Group last year, all ourmain businesses traded extremely well.

BROKINGThe Group’s insurance broking operations reportedrevenues of £34.1 million – an increase of 43% on last year.Major developments which have contributed to the successof the Group included the following:• Establishment of a North American Property & Casualty

division, with a first-class team joining from BenfieldCorporate Risks.

• Trebling the size of our International Property businesswith significant expansion in the Far East. Offices wereopened in Hong Kong (December 2008) and Taiwan(February 2009), and in October 2008 the Groupentered into an exclusive partnership with an insurancebroker in South Korea (to be renamed Howden Korea).Howden will also open an office in Singapore shortly.Since the year-end we have been awarded a reinsurancebroking licence in Singapore.

• Impressive growth has also been achieved in Israel andSpain, achieving respectively a 23% and 21% increase inoperating income.

• On 1 October 2009 we acquired Hendricks & COGmbH, the leading specialist Directors and Officers andCommercial Legal Expenses broker in Germany. Thedeal propels us to be the D&O market leader inGermany.

UNDERWRITINGUnderwriting agencies DUAL International and CFCUnderwriting, both headquartered in London and VKUnderwriters based in Miami, all had a successful year.Total gross written premiums were £137 million, anincrease of 33% on the previous year. Major developmentsthat have contributed to these results – and willcontribute to the future growth of the underwritingagencies include:• DUAL International announced a strategic partnership

between its Hong Kong office, DUAL Asia, and MSIGInsurance (Hong Kong) Ltd, to provide financial linesproducts for mid market companies in Asia.

• In July 2009 Bob Van Gieson, former President and CEOof Arch Insurance Company Europe, was appointedChairman and CEO of DUAL International.

• In October 2009 Dual opened its first Irish branch inDublin.

• DUAL expanded its operations in Australia with theopening of an office in Brisbane to add to its existingoffices in Sydney, Perth and Melbourne.

• From 1 December 2009, DUAL Australia startedunderwriting solely on behalf of Lloyd’s (Arch Syndicate 2012).

• CFC had a particularly successful year with grosspremium income rising to £30 million and operatingprofit to £2.3 million representing increases of 22% and41.6% respectively.

• CFC entered the Life Sciences market in July 2009 bylaunching BiosuranceTM R&D, a blended policy specificallydesigned for research and development companies inthe Life Sciences industry.

These strategic developments are key to our future growthplans.

Our ambition is to continue to build a world beatingspecialist insurance business; to enhance the existingentrepreneurial flair and continue to support our abilityto attract and retain the very best people. Our successcan be attributed to our employees; our ability tocontinue to meet the insurance needs of our clients andour product and distribution expertise.

DAVID HOWDENCHIEF EXECUTIVE

08 HYPERION INSURANCE GROUP

BOARD STRUCTURE

BOARD STRUCTUREJOHN DE BLOCQ VAN KUFFELERNON-EXECUTIVE CHAIRMANJohn van Kuffeler joined Hyperion as non-executive Chairman in February 2009. He brings nearly 40 years of international financialservices experience to the role, and is also Chairman of Provident Financial PLC. He joined Provident Financial in 1991 as ChiefExecutive, and was appointed Executive Chairman in 1997, becoming non-executive Chairman in 2002. Prior to his career atProvident Financial he was Chief Executive of Brown Shipley, the investment banking group. Both Provident Financial and BrownShipley had significant insurance operations and van Kuffeler was also a non-executive director of the Medical Defence Union. Hewas also the Founder and former Chairman of Huveaux, the AIM listed political publishing & media group, and former Chairman ofEidos as well as two City based investment trusts. He is also an Advisory Board member of the Princes Trust and a former Councilmember of the CBI.

DAVID HOWDENCHIEF EXECUTIVEDavid has over 25 years’ experience in the Insurance industry. He is a leading expert in the field of Directors and Officers andProfessional Indemnity insurance both in London and the overseas markets.

David started his career as a broker at Alexander Howden in 1980. He founded the group in 1994 originally as a wholesale brokeremploying just 5 people. He has been the fundamental driving force behind its expansion into an international insurance groupoffering wholesale, retail, reinsurance and underwriting.

As Chief Executive, David’s focus is on leading the group’s M&A activities as well as directing and implementing the group’sstrategic growth and direction.

ERIC FADYGROUP FINANCE DIRECTOREric joined Hyperion in June 2008. His last role was as Finance Director for Marsh Europe Middle East and Africa from 2003 to2007, where he managed major projects to help the company adjust to the post Spitzer business world. Previously he was CFOand Vice President for Strategy Implementation for Dun & Bradstreet Europe & Middle East from 1999 to 2002 where hecontributed to the design of the company’s new business model and significantly improved their performance. Eric graduated fromRheims Business School, and began his career as an auditor with KPMG in France.

R.T. VAN GIESONEXECUTIVE DIRECTOR HYPERION AND CHAIRMAN & CEO DUAL INTERNATIONALBob was appointed Chairman and CEO of DUAL International in July 2009. Bob has over 40 years’ insurance experience and waspreviously President and CEO of Arch Insurance Company Europe. Bob successfully built Arch from a start-up operation into a$500m business. He was also Chairman of Arch Europe and sat on the board of its Lloyd’s Syndicate. Prior to his time with Arch,Bob worked for CNA Financial where he was responsible for five business units with a revenue base of $1 billion. Prior to CNA,Bob had a 29 year career at the Chubb Corporation. During this time he spent many years in Canada helping to build a strong andprofitable Canadian operation. He moved to London in 1990 and was responsible for European and Far Eastern operations. Hewas a driving force behind Chubb’s expansion and under his leadership it was established as a significant international player.

09HYPERION INSURANCE GROUP

BOARD STRUCTURE

LUIS MUÑOZ-ROJAS ENTRECANALESEXECUTIVE DIRECTORLuis is a founding Director of DUAL International. He opened the first DUAL operation in Madrid in August 1998, havingpreviously served as Director of GyC América, a reinsurance broking subsidiary of Gil y Caravajal (now part of Aon). During thattime Luis had considerable involvement in the Latin American territories. Luis began his insurance career in 1989 working withGyC & Partners, the British subsidiary of the GyC Group. Prior to this, he worked for Société Générale de France in variouscapacities and areas including foreign exchange.

EMILE WOOLFNON-EXECUTIVE DIRECTOREmile is a forensic and litigation support consultant with Kingston Smith Chartered Accountants. A qualified Accountant, formerChairman of ICAEW's Professional Indemnity Insurance Panel of Participating Insurers, Emile’s expertise covers technicalaccounting and audit issues, including independence, professional ethics and governance.

JONATHAN NEWMANNON-EXECUTIVE DIRECTORJonathan was appointed to the Hyperion Board in 2009. He is Group Director of Finance at BP Marsh & Partners PLC, and is achartered Management Accountant with more than 13 years’ experience in the financial services industry. He joined BP Marsh inNovember 1999 and was appointed Group Finance Director in December 2003.

DAVID WHILEMANNON-EXECUTIVE DIRECTORDavid is a Partner in the 3i Growth Capital business, investing up to €250m for stakes in market-leading businesses in the UK andacross Europe. He specialises in originating and leading investments into private companies seeking to accelerate their growth,both organically and through acquisition. Past investments include Foster & Partners, the global architects, Hayley ConferenceCentres and Morgan McKinley, the financial services business. David is a chartered accountant and prior to 3i worked in theinsolvency division within PricewaterhouseCoopers.

INSURANCE UNDERWRITING

AVANTSpain

CFC UNDERWRITINGUnited Kingdom

DUALAustralia

Germany

Hong Kong

Ireland

Italy

Spain

United Kingdom

VK UNDERWRITERSArgentina

Colombia

Mexico

Puerto Rico

United States

10 HYPERION INSURANCE GROUP

GROUP STRUCTURE

HYPERION INSURANCE GROUP

WHOLESALE, RETAIL & REINSURANCE BROKING

HOWDENBrazil

Dubai

Finland

Germany

Hong Kong

Iceland

India

Israel

Puerto Rico

Singapore

Spain

Sweden

Taiwan

United Kingdom

United States

40% GROUP INCOME13 TERRITORIES

18 OFFICES

60% GROUP INCOME15 TERRITORIES

24 OFFICES

11HYPERION INSURANCE GROUP

GROUP BROKINGINTRODUCTIONInsurance broking was the foundation of the HyperionInsurance Group with the formation of Howden InsuranceBrokers in 1994. From one operation in London, thenetwork of offices has grown to now number 24 worldwide.Over the past 16 years, the Group broking operations havegrown exponentially across the world as outstandinginsurance professionals have been identified in localterritories.

HOWDEN BROKING GROUPThe Howden Broking Group comprises wholesale, retailand reinsurance broking models, with its principalsubsidiary located at Lloyd’s of London. Retail brokersdistribute directly to the ultimate insured whereaswholesale brokers place business generated by otherinsurance brokers in the London and other internationalinsurance markets. Reinsurance broking is the process ofplacing insurance for insurance companies in order tospread the risk for the direct insurer. These methods ofbroking provide their own distinct advantages to the Groupand allow complete flexibility when entering a newterritory or product line.

Initially, the Group’s main focus was the two mutuallycompatible product lines of Professional Indemnityinsurance and Directors & Officers Liability insurance.However, client demand for the same professionalapproach to other insurance lines has grown. Howden hasbeen quick to meet these needs and is now a globalprovider of a range of specialist insurances.

HOWDEN OFFICES• Howden Insurance Brokers Limited – London, Leeds

and Taiwan• Howden Asia (Hong Kong) Limited – Hong Kong• Howden Asia Pte Ltd – Singapore• Howden Insurance Brokers LLC – Dubai• Howden Insurance Brokers India Private Limited –

Bangalore, Chennai, Hyderabad, Mumbai and New Delhi• Howden Insurance Brokers (2002) Limited - Tel Aviv• Howden Iberia SA – Barcelona, Madrid, Seville and

Valencia• Howden Insurance Brokers AB – Stockholm• Howden Insurance Brokers Oy – Helsinki• VK Howden LLC – Miami, Rio de Janeiro and San Juan• Howden Insurance Brokers Inc – Baltimore• Howden Corretora de Resseguros Ltda – Rio de Janeiro• Howden Iceland – Reykjavik• Hendricks & CO GmbH – Dusseldorf, Hamburg and

Munich

“We will aim to attractand recruit allindividuals, teams andbusinesses that weencounter who shareour passion for growthand desire to achieve. ”

TIM COLESCHIEF EXECUTIVE OFFICERHOWDEN BROKING GROUPAND HOWDEN INSURANCEBROKERS

HOWDEN BROKING GROUPDESPITE MARKET CONDITIONS, the Howden Broking Group recorded outstanding results with revenue increasing by 42.9% from £23.8 million to £31.4 million. This was achieved through organic growth alone. The EBITDA developed strongly too,increasing by 232%.

Strong growth was delivered by the Lloyd’s broker, which continued diversification of its product portfolio and territorial reach by attracting 2 teams. The first is an International Property team that has strong links with the Far East. The team led theestablishment of Howden Asia during the year, opening offices in Hong Kong, Taiwan and imminently, Korea and Singapore.

The second team to join is a North American Property and Casualty team which has firmly established Howden in the NorthAmerican marketplace, creating an exceptional platform for much greater growth.

Our retail operation in Dubai opened in April 2008 and enjoyed an excellent year.

Literally, a day after the financial year-end, Howden acquired Hendricks and CO GmbH, the market leading Directors and Officersliability broker in Germany.

In the coming year, we anticipate strong growth from all of our established operations. Our strategic drive will focus on developmentof our retail presence in Europe, particularly in the UK. In addition, we will continue to expand our operations in emerging markets,particularly in the Far East and Latin America. This will be complemented by further diversification of the product base of our GlobalWholesale and Reinsurance Practice. Most importantly, we will aim to attract and recruit all individuals, teams and businesses that weencounter who share our passion for growth and desire to achieve where others cannot.

12 HYPERION INSURANCE GROUP

GROUP BROKING - HOWDEN BROKING GROUP

13HYPERION INSURANCE GROUP

GLOBAL WHOLESALE &REINSURANCE PRACTICEOVERVIEWThe Global Wholesale and Reinsurance Practice comprises allHowden operations providing services to clients that requireaccess to product expertise and insurance markets beyondtheir domestic or direct markets. The practice serves clientsacross the world from bases in London, the USA and the FarEast. Its capabilities currently include Financial Lines, Property,Casualty and Binding Authorities. An important feature of thebusiness is its ability to instantly access markets globally,creating arbitrage opportunities and greatly broadening therange of placement solutions available to clients.

THE MARKETThe negative effects of a global recession and continued declineof insurance premiums in nearly all sectors were offset by a‘flight to quality’ by clients who often sought the expertise ofspecialist brokers and strong insurers based in established,competitive insurance markets. This was most notable forthose operations providing access to the London insurancemarket, all of whom enjoyed reinvigorated interest frominternational clients, particularly those seeking Financial Lines.Foreign exchange rates were also more favourable this year.

2008-2009 HIGHLIGHTSOur strategies of product and territorial diversification gainedfurther traction during the year. We acquired a team thatsubstantially increased our International Property capability. Italso led establishment of Howden operations in Hong Kong,Taiwan and imminently Korea and Singapore, creating in ashort time-frame, an excellent platform from which to further

develop in the Far East. We also acquired an outstandingNorth American Property and Casualty team which has firmlyestablished Howden in the North American market andprovided a base which is already developing further. Given theturmoil in financial markets, it was pleasing that our expertisein Financial Institutions was in much demand with the relevantindividuals and teams performing outstandingly, particularly inLatin America which had an exceptional year.

OUR PEOPLEWe were very pleased that so many outstanding peoplejoined our business throughout the year. It was particularlygratifying to experience our expansion in the Far East, NorthAmerica and Latin America. We will continue to target andattract exceptional people and teams, which are the key toour success.

THE FUTUREGrowth is the over-riding focus for the Global Wholesale andReinsurance Practice. The strategy for the coming year is tocapitalise on momentum gained in the regions in which wehave recently established. We will also continue to expand theproduct portfolio in order to provide more products andservices to our valued client-base. Most importantly, we willcontinue to develop a cohesive and aligned structure in whichclient focus and a team approach is promoted above all else.

PHILIP BONDMANAGING DIRECTORPROPERTY DIVISION

CHARLES LANGDALEMANAGING DIRECTORINTERNATIONAL

JOHN PLUMMERMANAGING DIRECTORNORTH AMERICANPROPERTY & CASUALTY

PATRICK GILHAMCHAIRMANINTERNATIONAL

GROUP BROKING - HOWDEN BROKING GROUP

DUBAITHE MARKETWith a population of 5.5 million people, the UAE has a totalgross written premium of US$5 billion, of which the LifeInsurance market comprises about 20%. Despite the slowdown in the economy the insurance industry continued togrow in the first half of 2008 but by the third quartervolumes started to decline sharply accompanied by a fall inprices as rates softened.

2008-2009 HIGHLIGHTSDespite a tough business environment and a challengingeconomic climate faced by our customers, we met ourbudgeted revenue of AED 4.5 million and produced a PBT ofover AED 1 million which far exceeded the budget.

OUR PEOPLEWe are very proud of our excellent team of just under 20people. Our professionals are highly motivated and businesssavvy with the operational staff having a high level oftechnical expertise. Our excellent record of client retentionand consistent growth in new business is proof of our team’scommitment to excellent efficiency and gaining new business.

THE FUTUREWhilst we will strive to increase our market share in theLiability and Financial Lines, we will continue to focus onbuilding volume from Medical Insurance, Employee Benefits,Property and Motor Insurance. New initiatives includeestablishing a legal entity in the Dubai International FinancialCentre and a branch in Abu Dhabi.

“Our excellent recordof client retention andconsistent growth innew business is proof ofour team’s commitmentto excellent efficiencyand gaining newbusiness. ”

ARVIND KASHYAPAMANAGING DIRECTORHOWDEN DUBAI

14 HYPERION INSURANCE GROUP

GROUP BROKING - HOWDEN BROKING GROUP

15HYPERION INSURANCE GROUP

GROUP BROKING - HOWDEN BROKING GROUP

INDIATHE MARKETThe size of the Non-Life insurance market in India is overINR 300 billion in gross written premiums and accounts for0.65% of the country’s GDP. Following the dismantling oftariffs by the IRDA (the regulatory authority in India) twoyears ago, fierce price competition amongst direct insurerscontinues. With adverse combined ratios, several insurersare beginning to feel the heat. While the sharpest fall inpricing has been witnessed in the property insurancesegment Liability and Health insurance too have seendownward trends.

It is expected that predatory pricing tendencies will continuefor a couple of years before the market stabilizes. Brokerswho are currently fighting for a small portion of the marketshare are eventually likely to emerge as an importantdistribution channel as the market matures.

2008-2009 HIGHLIGHTSIn our core Commercial Insurance business we crossed INR100 million income target and achieved a growth in income of18% compared to the previous year. We are privileged tocount some of the blue chip companies in India amongst ourcustomers, and have succeeded in adding several newcustomers. New business accounted for over 35% of incomein 2008-2009.

Regrettably, we have exited the Personal Lines insurancedistribution business that yielded losses due to a combinationof poor timing and lower than expected productivity.

OUR PEOPLEHowden is proud of the quality of its people and the way inwhich we work together to generate business value. As of 30September 2009, we have 55 people in our team.

Our professionals come from a multi-disciplinary background.The company has a campus recruitment programme andrecruits ‘management trainees’ from reputed businessschools. To retain and nurture talent, we place a strongemphasis on capability development and we have put in placevarious training programmes including induction modules.

THE FUTUREWe shall continue to seek growth in our core businessdespite a very soft local market. We expect to continue ourstrong income growth next year, driven largely by our threecore verticals – Financial Lines, large Property insurance andEmployee Benefits. New initiatives have been taken toenhance market share in large accounts and employeebenefits space. In line with our business plan our focus is onachieving our financial targets through investing in buildingthe right team.

“We are privileged tocount some of the bluechip companies in Indiaamongst our customers,and have succeeded inadding several newcustomers. ”

PRAVEEN VASHISHTAMANAGING DIRECTORHOWDEN INDIA

ISRAELTHE MARKETThe local insurance market in Israel is well developed,sophisticated and highly competitive and traditionallypremium rates have been very low in comparison to otherterritories. Despite the global economic crisis, growth hasslowed down but the economy has continued to grow bymore than 5%. Premium rates have levelled but some sectorsnotably financial institutions, have increased substantially.

Substantial claims, the continuous weakness of stock marketsand no Initial Public Offerings have given us a challengeparticularly as the largest D&O insurer in Israel.

2008-2009 HIGHLIGHTSDespite the volatility of the market, our year has beenexceptional, generating US$7 million in new premiumincome. We have achieved a 23% increase in income and a26% rise in profit year on year, an impressive performance.

We have broken the dominant position of one local player inMedical Malpractice now gaining a substantial market shareand we have become the market leader in insuring LifeScience companies.

OUR PEOPLEOur employees are passionate about the business and theirenergy, tenacity, drive and determination will bring continuedsuccess to our company.

As an insurance retailer, our success in building andmaintaining our relationship with our clients is fundamentalto our growth. All our account executives are trainedextensively and in the past 6 years we have obtained anaverage of over 50 new clients per quarter.

THE FUTUREWe will maintain our position as the leading business criticalinsurance broker in the region and enhance our market sharethrough our ability to build long-term relationships with newclients.

Our success in developing new product lines, includingMedical Malpractice and Product Liability together with LifeSciences gives us three strong products which will generategrowth going forward.

16 HYPERION INSURANCE GROUP

GROUP BROKING - HOWDEN BROKING GROUP

“ Despite the volatility of the market, our yearhas been exceptional,generating US$7million in new premium income. ”

DANNY SEVERCHAIRMANHOWDEN ISRAEL

SPAIN & PORTUGALTHE MARKETAs previously forecast the Spanish economy continues tosuffer from the effects of an economic crisis hampered also byits economic model based on real estate and constructionover the past decade. The impact of high unemployment, highpublic debt and stagnated growth for GDP (1.5%) in 2009,and (0.5%) in 2010 cannot be underestimated.

Although the impact has been felt in the insurance market itdoes not mirror the macro effect described above. Overallgrowth for 2009 is 1.7%, mainly driven by a 6.5% growth inLife Insurance, with a flat rate for Non-Life, and a (6.4%)decrease in Motor Insurance.

The future remains uncertain and will depend on the abilityof the Spanish economy to shift from its traditional incomesources.

2008-2009 HIGHLIGHTSThis year completes our original 3 year plan devised in 2006.Throughout this period we have created a platform forfuture growth with 4 locations in Spain and plans to expandin the North Region and in Lisbon. Our turnover of €25million with €3.25 million income is testament to theprofessional and dedicated team we have working for us.Overall a 560% growth across this period has beenimpressive.

In 2009 we have consolidated our position as market leaderin Private Medical Malpractice and Professional Indemnity and gained significant growth in two new areas, Surety andCivil Works Construction. Taking into account the difficultieswe face with Spain’s economy and our market we havecommissioned a team of specialists to expand into the creditinsurance arena.

OUR PEOPLEOur staff is renowned within the sector for its professionalismand creativity. The combination of autonomy, methodology,commitment, best practice, and providing a good workingenvironment makes us a highly desirable place to work.

THE FUTUREOur next 3 year plan aims to take the company to aprojected income above €6 million with a 20% profit rate.We will leverage the value of our team created during thepast 3 years and will also aim to continue to attract topindividuals.

“Our turnover of €25million with €3.25million income istestament to theprofessional anddedicated team wehave working for us. ”

JOSE-MANUEL GONZALEZ PEREZMANAGING DIRECTORHOWDEN IBERIA

17HYPERION INSURANCE GROUP

GROUP BROKING - HOWDEN BROKING GROUP

SWEDEN & FINLAND - NORDIC REGIONTHE MARKETThe Swedish insurance market is mature with most majorinternational brokers competing for business.

2008-2009 HIGHLIGHTSThe fierce competition driving down premiums has had anegative impact on our business. Our rating of AAA (Swedishbenchmark defined by Solidtet) has however, been maintainedand UC, Sweden’s leading Business and Credit Informationagency has assessed our risk as Class 5 the lowest risk.

We have won some exciting new business providing Boliden,Sweden’s largest mining company with Liability and MarineInsurance and Risk Management and we have developed a nichespeciality within trade credit and political risk insurance as wellas assisting companies who require export finance assistance.

OUR PEOPLEHowden AB is a well renowned insurance broker, whichhandles a broad range of large Swedish and internationalclients. We specialise in all lines of Corporate Non-Lifeinsurance including Trade Finance supporting cover. It istherefore paramount that we employ the best staff, with thenecessary expertise and experience, and operate within themost effective structure. We have strived to establish anextremely creative and innovative group of people, and toachieve the best balance between age and experience.

THE FUTUREOur ability to recruit the right people into a businessoperating in a highly competitive market is pivotal to meetour aim to grow our business by 30%.

18 HYPERION INSURANCE GROUP

GROUP BROKING - HOWDEN BROKING GROUP

THE MARKETMarket conditions in Finland remain challenging in view of theoverall situation in the liability insurance markets and therelatively new Act on Insurance Intermediaries, as well as theimpact of the global credit crisis; and in the case of Finland itsdependence on the export industry.

2008-2009 HIGHLIGHTSThe impact of the crisis has however, increased awareness inliability issues and insuring these risks. As the only pureliability specialist broker in Finland we have increased ourcustomer base by 30%. This is as a result of the increasedsales effort implemented in the early part of the year.Furthermore, the profitability of the company increasedsignificantly.

OUR PEOPLEHowden Oy team have achieved these results in a very toughenvironment and we intend to strengthen our team further.

THE FUTUREWe cannot see local insurance markets strengthening. Ourdirect contacts to international markets and our expertisegive us a clear advantage in our service to our clients.

In the forthcoming year Howden Oy will focus on increasingits co-operation with our Swedish sister company tofacilitate joint opportunities in the Nordic region. At thesame time we are searching for partners in other Nordiccountries so that in the near future we can have a trulyNordic Howden platform in place to exploit the weakness ofour competitors.

PASI HEIKKINEN MANAGING DIRECTORHOWDEN INSURANCEBROKERS OY - FINLAND

JESPER BRETZMANAGING DIRECTORHOWDEN INSURANCEBROKERS AB - SWEDEN

UNITED STATES / LATIN AMERICATHE MARKETMarket conditions in 2009 were marked by decliningpremiums and increasing competition. New capacitycontinues to enter the markets we serve which increases thechoice available to clients. New capacity providers typicallyhave ambitious premium targets and it is usually throughlower premiums that they hope to gain market share.

Whilst this market environment results in increasedcompetition and margin pressures, it also provides forinteresting opportunities. Insurers are more flexible and areseeking competitive advantage in the development of newproducts which we can often capitalize on.

2009-2010 HIGHLIGHTSThe biggest news during the fiscal year was the decision toalign our London and Latam based teams into a single globalwholesale unit offering clients worldwide market access. Bycombining the profit centers into a single unit we are able tobetter leverage markets on behalf of our clients and achievesuperior terms, conditions, and pricing.

Other highlights include: • We officially opened our office in Brazil and received our

SUSEP license to act as a local reinsurance intermediary inearly 2009

• We have reached a licensing/representation arrangementwith a local consultant in Mexico which will significantlyaid our “in country” marketing efforts

OUR PEOPLEOur firm is its people. Our insurance professionals are highlytechnical, with virtually all having amassed substantial brokingand underwriting experience in their careers. The technicalexpertise of our people, business producers, brokers andsupport staff is unmatched by any of our competitors whichprovides our firm with a strong competitive advantage in themarkets we serve.

Our Latam broking team and support service includeapproximately 12 people in 5 offices including personnelbased in Miami and London.

THE FUTUREWe expect to continue our regional and product expansionin Latin America as well as to launch additional productsincluding middle market property. Although marketconditions continue to be challenging we are optimistic aboutthe market opportunity given our focus on niches andrelentless focus on customer service and delivery.

“The technical expertise of our people,business producers,brokers and supportstaff is unmatched byany of our competitors.”

BOBBY VERNONMANAGING DIRECTORVK H OWDEN

19HYPERION INSURANCE GROUP

GROUP BROKING - HOWDEN BROKING GROUP

20 HYPERION INSURANCE GROUP

UNITED KINGDOMOur UK Retail operation’s strategic approach is that we aresector specialists who know insurance. Our focus onunderstanding a client’s sector and business results in aholistic approach to providing clients with the right productsat the right price, and underpins the structure andopportunity for long-term partnerships. We source acombination of insurances which fit specific requirements andwhich recognise the lifetime value of a client, from start-upbusinesses to recognised industry leaders. The structure ofthe team reflects our client-centric strategy and is currentlysplit into three key areas:

Howden Risk Partners occupies an increasingly dominantposition in the provision of bespoke management liabilityinsurance to the investment industry.

Professional Risks specialise in the provision of liabilityinsurances for a number of professions including engineers,insurance intermediaries and surveyors. We have beendeveloped in conjunction with professional memberassociations, leading insurers and specialist law firms tobespoke insurance packages which recognise the nuances ofrisk in individual professions.

Howden Affinity was significantly restructured, which haslaid the foundation for our future growth plans within thisarea. The business has expanded from being a specialist onlyin Complimentary Therapy and now includes a broadergroup of membership associations and franchise companies.

2008-2009 HIGHLIGHTSOur client focus has led us to listen and respond to ourclients’ buying needs for insurances other than those whichare core. As a result we have extended our capabilities toinclude a flexible, commercial, combined proposition to caterfor the varied needs of clients across our teams.

OUR PEOPLEThe division’s key capability is the quality of our people. Thisenables us to retain our existing clients and win new ones.As such, the division has made a number of key hires in thepast year; extending, strengthening and deepening ourexisting capabilities in line with emerging client needs.

THE FUTUREAlignment with client needs will define the development ofthe division’s capabilities and distribution platforms. Thiswill involve:• The acquisition of individuals and teams who exhibit the

Howden culture• A focus on marketing• Client research via the establishment of client boards• Benchmarking the Business in each sector against

competitors to understand changing market and sectordynamics

Whilst the UK retail business continues to operate within adiverse and competitive market, we are confident that ourcontinued focus on efficiency, sector specialism, and thequality of our people will deliver our ambitious growth plans.

GROUP BROKING - HOWDEN BROKING GROUP

“We have extended ourcapabilities to include aflexible, commercial,combined propositionto cater for the variedneeds of clients acrossour teams.”

MIKE LOBBMANAGING DIRECTORRETAIL

21HYPERION INSURANCE GROUP

GROUP UNDERWRITINGINTRODUCTIONThe underwriting arm of Hyperion was formed in 1998when the Group’s first underwriting agency, DUAL Ibérica,was established in Madrid. An underwriting agency has abinding (or delegated) authority given by an insurer to grantcover on the insurer’s behalf within certain pre-agreedparameters. Underwriting agency businesses act as a virtualinsurer, performing all of the functions typically performedby an insurer other than retaining the ultimate balancesheet risk. Hyperion operates underwriting agencybusinesses through Avant, CFC Underwriting, DUAL andVK Underwriters.

CFC UNDERWRITINGCFC Underwriting was established in 2000 to takeadvantage of growing technology industry risks and is basedin the Lloyd’s building in London. Although specialising inLiability insurance for technology businesses, it hasremained flexible in its approach to underwriting risk andhas developed new lines wherever an opportunity exists. Inthe USA, for example, it provides its broker clients with aLiability product designed to satisfy USA requirements forminimum insurance coverage of nursing homes.

DUALDUAL is the largest underwriting agency in Hyperion andconsists of eight offices in Germany, Italy, Spain, the UnitedKingdom, Hong Kong and Australia. These offices aresupported by a headquarters in London, DUAL International.Initially focusing on Directors & Officers and ProfessionalIndemnity, it has broadened its offering to brokers withPension Trustee Liability, Employment Practice Liability, andCommercial Crime and Fraud products. Its strategy hasalways been to sell insurance to low risk / low volatilityassureds focusing on profitable underwriting.

VK UNDERWRITERSThe origins of VK Underwriters date back to 2003, when a Miami-based intermediary established a contract tounderwrite Directors & Officers Liability insurance on behalfof several prominent insurance providers. Over the last fiveyears, the company has expanded its product offering toinclude a full suite of Liability products. VK Underwriterscontinues to focus on SME companies domiciled mostly inLatin America.

CFC UNDERWRITING OFFICE• CFC Underwriting Limited – London

DUAL OFFICES• DUAL International Underwriting Limited – London and

Hong Kong• DUAL Corporate Risks Limited – Dublin, London and

Manchester• DUAL Australia Pty. Limited – Brisbane, Melbourne,

Perth and Sydney• DUAL Deutschland GmbH – Cologne• DUAL Ibérica Riesgos Profesionales SA – Madrid• DUAL Italia SpA – Milan

VK UNDERWRITERS OFFICE• VK Underwriters – Bogota, Buenos Aires, Mexico City,Miami and Puerto Rico

DUAL INTERNATIONALDUAL’S CORE BUSINESS IS THE PROVISION of D&O Liability, Management Liability and Professional Indemnity insurance,principally to small to medium-sized enterprises and mid-market buyers in the UK, Europe, Australia and the Far East. In the last 5years DUAL has underwritten half a billion euros in premiums for our capacity providers, whilst delivering highly profitableunderwriting results.

The DUAL Group has enjoyed another strong year in a very challenging economic environment. GWP increased to €115 millionfrom €106 million in 2007-08. Rates continued to fall in most of our core product lines, albeit more slowly, but significant growthcame from new PI, D&O and Financial Lines initiatives in the UK, and from PI and Management Liability products in Australia.Over 44% of DUAL’s new premium income came from first-time buyers.

Our UK operation, DUAL Corporate Risks, launched its DUAL Focus product for mid-market Financial Lines D&O and PI and hasrecently recruited a respected team from ARGO-Heritage to expand this capability. It has just opened a new office in Dublin.

DUAL Australia became DUAL Asia Pacific with the opening of our Hong Kong office – our first in the Far East. It continues tooutperform its local competitors, with its fast, efficient product delivery and by providing service standards which others finddifficult to match.

DUAL Deutschland continues to grow well and to increase its profile in the local market. Its retention ratio of 90% is testament tothe superior service that the office provides to its German and Austrian clients. 85% of its new policy holders are first-time buyers.

In Southern Europe, the DUAL Ibérica and DUAL Italia offices performed well in extremely tough local conditions. DUAL Italiastands on the brink of an exciting new phase in its distribution plans, with its entry into bancassurance and the export of itsspecialist expertise into reinsurance solutions.

At the end of the year we welcomed VK Underwriters under the DUAL Group umbrella. VKU (formerly a division of Hyperion’sinsurance broking capability) underwrites Latin American and Caribbean business out of 5 offices, and brings welcomediversification to the DUAL Group – in product lines and territories, as well as in capacity providers.

22 HYPERION INSURANCE GROUP

GROUP UNDERWRITING - DUAL

“ In the last 5 yearsDUAL has underwrittenhalf a billion euros inpremiums for ourcapacity providers,whilst delivering highlyprofitable underwritingresults. ”

BOB VAN GIESONCHAIRMAN AND CHIEFEXECUTIVE OFFICER DUALINTERNATIONAL

23HYPERION INSURANCE GROUP

GROUP UNDERWRITING - DUAL

ASIA PACIFICTHE MARKET The Australian market maintains its position as one of thelargest Professional Lines markets in the world, totallingAUS$1.5 billion in insurance premiums.

The growth potential in the Professional Lines market, despitebeing competitive, remains buoyant (14% over the last 12months) due to the continuing rise in professions requiringPersonal Indemnity (PI) cover.

D&O and Management Liability has good growth potential asless than 10% of private companies purchase these forms ofinsurance. DUAL currently estimates its share of the marketto be between 6-7%.

The Asian market is however, considered less developed witha total market size of US$400 million. As Hong Kongrepresents over 25% of the market, the opening of an officethere is a logical entry point for our Asia Pacific expansion.

2008-2009 HIGHLIGHTSOur expansion geographically and in product developmentduring 2009 has been significant. A newly recruited team hasspearheaded our first major product expansion into theAccident and Health insurance market and we are nowoperating in Sydney, Melbourne, Perth, Brisbane and HongKong. Our gross premium base has increased by 26% duringthis period.

Our partnership with MSIG, one of the largest insurersthroughout Asia, will enable us to develop the AsianProfessional Lines market successfully.

OUR PEOPLEOur people are our strength and always will be. Over thelast 12 months, we have expanded our team from 28members to 35. We encourage a culture of “work hard, playhard”, a fact which has been key to our success and we havea strong commitment to invest in people and technology.

THE FUTUREThe expansion of DUAL in Asia Pacific continues to remain inline with the original plan prepared in 2004 which wouldinvolve an Asia Pacific Professional Lines capability focusing onthe mid-market. The plan for the future has now developedfurther for DUAL to be a Specialty Lines capability whilstcontinuing to focus on the mid market. In the coming yearswe will continue to expand our product range such as A&Halong with continuing our goal to build market share in theProfessional Lines market both in Asia and Australia.

“The expansion ofDUAL in Asia Pacificcontinues to remain inline with the originalplan prepared in 2004. ”

DAMIEN COATESMANAGING DIRECTORDUAL AUSTRALIA

GERMANYTHE MARKETThe German Non-Life insurance market’s value is around €55billion of gross written premium, of which D&O and Errors &Omissions (E&O) accounts for about €450 million. With anestimated 28 suppliers underwriting D&O, in a market which isonly 20 years old, it is highly competitive. The impact of thefinancial crisis has however, created a rise in D&O premiumsfor Financial Institutions and we are well placed to takeadvantage of this, helped by media coverage raising awarenessof the need for our product.

The SME market is underdeveloped and product penetrationstands at approximately 20% leaving us with an excellentopportunity for steady growth going forward. DUAL is alsoamong the few suppliers in Austria.

2008-2009 HIGHLIGHTSIn 2009, in testing market conditions, we succeeded inmeeting our planned budget. Our gross written premiumincome was approximately €10 million which demonstrates avery impressive achievement for a young business.

DUAL Deutschland’s reputation for expertise and knowledgeof the insurance market is well respected as is our exemplaryservice. Our market position is outstanding following theearly launch of our combined D&O/E&O product for FinancialInstitutions. With the support of Great Lakes/Munich Re, awell rated capacity provider, we are able to keep ahead of ourcompetitors.

OUR PEOPLEWe have been very successful in employing engaged, service-driven, highly motivated staff whose expertise covers keyareas including law, business administration and insurancescience, coupled with industry experience.

We maintain our fault-free, outstanding client service. Ourkey success is our people who understand that success isabout building and maintaining relationships with our clientsand their engagement and genuine enthusiasm is key togrowing our business going forward.

THE FUTUREThe German D&O and E&O market is still underdevelopedand gaining our market share will be a major objective as wellas continuing to build our presence in the Austrian market.We expect a continuation of the rapid increase in premiumvolume levels in these markets over the next years.

24 HYPERION INSURANCE GROUP

GROUP UNDERWRITING - DUAL

“Our gross writtenpremium income wasapproximately €10million whichdemonstrates a veryimpressive achievementfor a young business. ”

HEINER EICKHOFFMANAGING DIRECTORDUAL DEUTSCHLAND

ITALYTHE MARKETThe Italian market’s value of €95 billion GWP is sharedamong 246 insurance companies and 245,000 intermediaries.Banks largely dominate Life business whilst 76% of Non-Lifeand Non-Motor is placed by insurance agents with brokersaccounting for another 14% of the market share.

Recent laws based on EEC directives and new local insuranceregulations have significantly changed the market environmentincreasing the need for qualifications, transparency andresponsibility, aligning Italy with the most developed insurancemarkets and creating a fairer and more competitiveenvironment.

Market studies have demonstrated that Italian intermediariesbelieve that foreign insurers offering focused, specialisedinsurance solutions will be those most likely to dominate thedrive for growth, particularly in the PI arena.

2008-2009 HIGHLIGHTSSince its establishment, DUAL Italia has written more than€60 million of GWP with €12 million in 2009. Our ability tooffer tailor made sophisticated insurance solutions alongsideoff the shelf products resulted in the issue of 6,500 policies,an increase of 55% on the previous year.

Our strategy to build and reinforce our distribution networkhas come to fruition and now consists of 400 insuranceintermediaries of which 50 are agents.

This year DUAL Italia concluded two important reinsurancedeals enabling RSA Italy and UNIQA Protezione to issue their

own branded PI and D&O policies through their own networkof agents using DUAL’s products and expertise. Arch providesthe reinsurance capacity and DUAL Italia acts as a hub andspoke for any tailor made quotations and as a claims handler.

DUAL Italia is now unquestionably recognised as a marketleader in the Italian PI and D&O market.

OUR PEOPLEOur stated goals are to create innovative products, providehigh quality service, and retain and improve relationshipswith our distribution network. The only way to achieve thisis through employing and cultivating highly motivatedindividuals who want to achieve these goals with us andbelieve in our culture.

THE FUTUREGoing forward, we will focus on our ability to satisfy the needsof our distribution network, the quality of our products, andour brand awareness to maintain our enviable position as abenchmark company within the PI and D&O markets.

Our aim is to create a broad, diversified and loyal distributionbase alongside alternative distribution models includingreinsurance agreements with Italian companies. We are alsoexploring the potential of the emerging bancassurance D&Oand PI market. This represents an exciting opportunity forDUAL Italia going forward.

“DUAL Italia is nowunquestionablyrecognised as a marketleader in the Italian PIand D&O market. ”

MAURIZIO GHILOSSOMANAGING DIRECTORDUAL ITALIA

25HYPERION INSURANCE GROUP

GROUP UNDERWRITING - DUAL

SPAIN & PORTUGALTHE MARKETSpain and Portugal have both been strongly hit by the worldeconomic turmoil under which DUAL Ibérica has had totrade during the last year. Spain, in addition to the financialcrash, will need to recover from the bursting of anunprecedented housing market bubble.

Despite the difficult economic enviroment, the insuranceindustry has continued its constant softening trend. TheProfessional Liability insurance market appears once again tobe failing to take stock of the Spanish and Portugueseeconomy, and the forecast increase in the amount of claims.

2008-2009 HIGHLIGHTSDespite very competitive and aggressive market conditions,we have succeeded in achieving the budgeted revenuestream, €27.6 million in gross written premium. We haveachieved this by maintaining the prudent underwritingparameters established to ensure acceptable earnings fromprofit commissions.

Most of the strategic and commercial objectives defined atthe beginning of the year have been satisfactorily achieved.The shift to a portfolio in which non-construction relatedprofessionals have gained greater prominence is an impressiveachievement that has proven a key factor of success in thecurrent economic environment.

OUR PEOPLEDuring our 11 years of trading, the DUAL team has clearlydemonstrated an ability to meet budgets and maintain solidunderwriting parameters. This is a unique achievement in theSpanish and Portuguese market, and an enviable one from aglobal perspective.

We have only been able to achieve this success because ofthe outstanding levels of experience and expertise embodiedby our team.

THE FUTUREDUAL’s undeniable solid foundations will ensure we continueto maintain the levels of growth achieved over the last 11years. Our brand is based upon sustainable competitivedifferences and a strong commercial focus on new businessopportunities and is combined with a recognised reputationfor handling claims and an obsessive focus on underwritingprofitability.

DUAL is one of the leading choices in the market and ourchallenge is to make sure that we maintain this enviableposition.

26 HYPERION INSURANCE GROUP

GROUP UNDERWRITING - DUAL

“Despite verycompetitive andaggressive marketconditions, we havesucceeded in achievingthe budgeted revenuestream, €27.6 million ingross written premium.”

LUIS MUÑOZ-ROJASENTRECANALESMANAGING DIRECTORDUAL IBÉRICA

27HYPERION INSURANCE GROUP

GROUP UNDERWRITING - DUAL

UNITED KINGDOMTHE MARKETThe market continues to be broadly competitive particularlyin the commercial D&O and PI lines and we are witnessingsome sensible risk taking in the Financial Institutions lines. We believe this will continue for the rest of the year.

2008-2009 HIGHLIGHTSThere are a number of significant highlights to report duringthe past year.

Our gross written premium increased from £30 million to£43 million, an increase of 43% on the previous year.

Unfortunately, due to the large reserves for solicitors’ claimsin the year, the Profit Commission received in December washowever, significantly lower than in previous years. GWP forD&O increased from £20 million to £27 million (up 31%) andPI from £10 million to £16 million (up 66%).

During the year we launched our Broker RelationshipManagement Programme. This will enable us to betterunderstand the needs of our key brokers and identify andrealise new business opportunities with them.

We opened the doors to our Dublin office in November2009 and have successfully recruited two ex AIGunderwriters and Brian Martin will head up this operation.

The DUAL Focus product was launched during the year withGWP of £3 million being written. In October two ex ARGOunderwriters Liz Hanlon and Beth Whybrow joined us. GWP

is expected to grow from £3 million to £7.8 million in2009/2010.

We have repositioned our Manchester office as a NationalBusiness Unit. This will be responsible for the growth anddevelopment of all high volume/low premium initiatives. Thiswill enable our more specialist underwriters in London tofocus on more complex risks with a higher GWP value.

OUR PEOPLEDUAL has welcomed a significant number of new people intothe company this year, notably boosting our size and capacityacross all departments.

It is at the core of our philosophy that we invest in people ofthe highest quality, expertise and motivation in order toremain competitive in such difficult market conditions.

THE FUTUREOur success has always been founded upon offering asuperior service to our brokers and delivering excellentunderwriting results for our capital providers.

Predictions are that 2010 will remain a highly challengingmarket, with cautious economic forecasts and increased PIclaims activity. However, by sticking closely to our focusedunderwriting strategy we will continue to increase oursuccess and perform with strength.

“Our gross writtenpremium increasedfrom £30 million to£43 million, an increaseof 43% on the previousyear. ”

RUSSELL KILPATRICKMANAGING DIRECTORDUAL CORPORATE RISKS

UNITED KINGDOM (CFC)THE MARKETThe market has softened for all of our product lines over thelast five years, but the overall market size has grown as a resultof increasing market penetration. We expect continued growthin each of our key product lines over the next three years.

2008-2009 HIGHLIGHTSCFC had another very successful year with growth in revenue of22% and profit of 41% against the backdrop of a global recessionand a very competitive insurance market. However, the mostsignificant achievement during this period was the developmentof scalability in a number of different areas leaving the businessextremely well positioned to deliver on the exciting growthplans which form the next phase of our development.

One of our core values is to be 'product-obsessed' and thisinvolves regular reviews of our products and services. We havehoned our product development and launch processes and arewell positioned to refresh existing products and launch newones into multiple countries very quickly. This is fast becominga major source of competitive advantage and at the beginningof the year we re-packaged and re-launched our entireproduct range. Since then we developed and launched a highlyinnovative insurance product targetting drug developmentcompanies, entered the D&O insurance market and launched anew product suite, MedSuranceTM, which focuses on small longterm care facilities. The re-launch of the existing products andthe introduction of several new ones represented a significantinvestment for CFC, but it was just one of several large-scaleinvestments during the year.

The launch of our new internal computer system, NERD has

had a significant impact on our business providing us withgreat efficiencies and producing superior managementinformation that will drive better informed business decisionsgoing forward.

CFC has also developed online delivery of small businessinsurance via insurance brokers, developing and licensingonline systems to brokers in a number of countries that theyare able to 'white-label' as their own. We provide thesesystems at very low cost to brokers who manage securebooks of homogeneous business, or to brokers who areprepared to invest considerably in online marketing.

The combination of these two new systems enables us notonly to provide insurance brokers with a powerful and uniquetool but we can transact business on a ‘no-touch’ basisallowing us to enter the micro business insurance marketwithout incurring the high costs associated with distribution.As a result, we will benefit from economies of scale.

OUR PEOPLEWe now employ 32 people who are all based in London. Thecompany benefits from a strong management team with agreat deal of experience of the London and internationalinsurance markets. Significant emphasis is placed onenhancing the service and product culture of the business byemploying highly motivated, top calibre people.

THE FUTURESince its formation in 2000, CFC has achieved great success.The initiatives we have successfully implemented this yearwill provide the foundation to accelerate our growth.

28 HYPERION INSURANCE GROUP

GROUP UNDERWRITING - CFC UNDERWRITING

“CFC had anothervery successful yearwith growth inrevenue of 22% andprofit of 41% againstthe backdrop of aglobal recession and avery competitiveinsurance market. ”

DAVID WALSHMANAGING DIRECTORCFC UNDERWRITING

29HYPERION INSURANCE GROUP

GROUP UNDERWRITING - VK UNDERWRITERS

LATIN AMERICA & THE CARIBBEANTHE MARKET As expected, 2008-2009 presented challenges for businessgrowth. While there was some notable stability and increasein pricing for financial institution products the general trendremained a downward one, liability premiums, professional,management and general alike. New entrants into the LatinAmerica and Caribbean markets create new competitorswhose need to grow and diversify their business putssignificant pressure on pricing. The increased presence ofmultinational companies in the reinsurance arena createsgreater retention of risk and less facultative reinsuranceopportunities. These factors combine to influence “fac”underwriters to become more aggressive in their acquisitionand retention of business, thereby further perpetuating thedownward pressure on pricing.

2008-2009 HIGHLIGHTSVK Underwriters successfully concluded its spin-off andincorporation into Dual International. We secured separateMGA Licenses in Florida, which sets the stage fordevelopment into the North America liability market. Havingopened a new subsidiary in San Juan, Puerto Rico, with theincorporation of a General Agency to service Puerto Rico,we are positioning ourselves for a smooth and successfulemergence into neighbouring Caribbean countries. We alsohave increased our capacity for Professional Liability andsigned an agreement to begin offering Crime Insurance.

OUR PEOPLE All of our underwriters possess a vast amount of technicalknowledge coupled with extensive, practical experience inthe markets they serve. With the incorporation of oursubsidiary in Puerto Rico we have invested significantly inhuman resources and attracted both a recognized andrespected senior manager and the most seasonedProfessional Indemnity manager in Latin America.

Fortifying the core to our success, we have been fortunate inattracting people who are committed to providing outstandinglevels of service to both our clients and capacity providerpartners.

THE FUTUREThroughout 2009 and 2010 we will look to consolidate andleverage our now robust distribution and underwritingnetwork in Latin America and the Caribbean. We also planto initiate our underwriting operations in the US market.

In addition to pricing trends, two areas of concern that weplan to monitor closely are terms and conditions and trendsin liability awards. A combination of continued downwardpricing, increases in liability awards and enhanced terms andconditions will cause greater strain on profitability. And thismust be controlled in the weak investment incomeenvironment.

Although market conditions continue to be challenging andcompetitive , we remain optimistic about the ability of ourpeople to continue to deliver for our clients, capacityproviders and shareholders.

“Fortifying the core toour success, we havebeen fortunate inattracting people whoare committed toproviding outstandinglevels of service to bothour clients and capacityprovider partners. ”

MATT KELLYCHIEF UNDERWRITING OFFICERVK UNDERWRITERS

30 HYPERION INSURANCE GROUP

HYPERION INSURANCE GROUP LIMITED

FINANCIAL STATEMENTS

YEAR ENDED 30 SEPTEMBER 2009

Directors’ report 32 - 35

Statement of directors’ responsibilities 35

Independent auditors’ report 36

Consolidated profit and loss account 37

Consolidated statement of total recognised gains and losses 37

Consolidated and company balance sheets 38

Consolidated cash flow statement 39

Reconciliation of net cash flow to movement in net funds 39

Notes to the consolidated financial statements 40 - 61

Hyperion contact details 62 - 64

31HYPERION INSURANCE GROUP

FINANCIAL STATEMENTS

The directors submit their report and audited financial statements

for Hyperion Insurance Group Limited (“the Company”) together

with the consolidated financial statements of the Group for the year

ended 30 September 2009.

PRINCIPAL ACTIVITYThe principal activity of the Company during the year was that of a

holding and investment company for a group of insurance

intermediaries. The Group’s trading operations comprise wholesale and

retail insurance broking, reinsurance broking and underwriting agencies.

REVIEW OF THE BUSINESSThe Board is pleased to report that, against an extremely

challenging financial market background, the Group reported 19%

growth in operating income to £57.2m (2008 - £48.0m). EBITDA

excluding exceptionals was £8.8m, up 7% (2008 - £8.2m). Operating

profit, before exceptional items, was £5.9m (2008 - £6.0m).

Excluding profit commissions, operating income increased by 38%

and EBITDA excluding exceptionals grew by £6.4m. Profit

commissions were down by £5.6m in 2009 as expected in light of

the overall economic turmoil.

The Group’s broking operations reported revenues of £34.1m

(2008 - £23.8m). This 43% increase reflects further growth in

International and North America Property following the recruitment

of two teams in London as well as solid growth in Israel and Spain

and new offices in South East Asia and Latin America, partially offset

with the impact of further declines in premiums and brokerage, and

the impact of weak Sterling. Against this difficult background, the

Group’s broking operations reported profits of £4.6m (2008 - £0.6m)

and this reflects the maturity of the broking group as many of the

initiatives undertaken in the past start to pay off.

DUAL International’s underwriting agency operations had a

successful year. Gross written premium increased by 34% to £107m

and total revenues excluding profit commission by 43% to £14.9m.

This result reflects solid underlying growth. Whilst all DUAL offices

reported satisfactory results except DUAL Asia, which started to

trade only in May 2009, particularly strong performances were

achieved in the UK, Australia and Italy.

CFC, the Group’s other underwriting agency operation, had a very

successful year. Gross written premiums increased by 34% to

£30.0m, and profit after tax rose 44% to £1.7m.

Including VK Underwriters, the Group’s other underwriting agency

based in Miami, the total gross written premiums for the

underwriting agencies was £142m.

During the year, the Group raised £3m of additional working capital

through a shareholder loan facility, and also secured shareholder loan

note financing of €4.5m for the acquisition of Hendricks & Co GmbH,

of which €3m was received before year end. This loan note is the first

utilisation of the £25m funding committed in March 2008 by 3i,

supported by other major shareholders.

The Group’s trading operations are geographically diverse, with

different market positions and strong specialities. A number of

recently established businesses have yet to complete their initial

development phase. During the year the Group established

operations in five new countries; we now have 45 offices in 22

countries with over 600 employees across the Group including

associates. The management focus is on revenue and profit against

historic and budgeted performance levels, and in the DUAL and

CFC businesses, there is close monitoring of the underlying

underwriting performance. The Group also monitors revenue and

profit per employee, staff costs as a proportion of revenue and

overall brokerage as a percentage of premiums.

FUTURE DEVELOPMENTSWhilst the market background remains difficult, there is evidence

that premium and commission rates are beginning to stabilise and

that overseas earnings are improving following the weakening of

Sterling against a number of currencies. These place the Group in a

strong position and the prospects for its continued growth are very

positive.

RESULTS AND DIVIDENDSThe loss of the Group for the year after taxation and minority

interests amounted to £14,000 (2008 - profit of £1.2m). The loss of

the Company was £4.6m (2008 - profit of £2.5m). No equity

dividends were paid during the year (2008 - £nil). The subsidiary

and associated undertakings included within the Group are

disclosed in notes 14 and 15 to these financial statements.

CHARITABLE DONATIONSDuring the year to 30 September 2009 the Group made cash

donations of £14,000 (2008: £nil) for the benefit of charitable causes.

POST BALANCE SHEET DATE EVENTSOn 1 October 2009, the Group’s subsidiary Howden Broking Group

Limited completed the acquisition of 75% of the issued shares in

Hendricks & Co GmbH, the leading D&O insurance broker in

Germany. This is the first major acquisition since 3i acquired a

minority stake in the Group in March 2008. The acquisition of

Hendricks & Co GmbH is an important development in the further

expansion of the Group’s international broking network.

The Group is currently obtaining approval for a license in Singapore,

has just opened a Dual office in Ireland, and is in the process of

negotiating the sale of JK Buckenham Limited.

DIRECTORS’ REPORT

32 HYPERION INSURANCE GROUP

DIRECTORS’ REPORT

DIRECTORSThe directors who served during the year are listed below:

J P de Blocq van Kuffeler Chairman (appointed 1 February 2009)

D P Howden Chief Executive

L I Muñoz-Rojas Entrecanales

E R Fady

T S Howden

E H Woolf

D A Whileman

R T Van Gieson (appointed 22 July 2009)

R J R Elias (resigned 31 January 2009)

S J Crowther (resigned 20 July 2009)

B P Marsh (resigned 11 November 2009)

DIRECTORS AND OFFICERS LIABILITYINSURANCEThe Company has purchased insurance to cover directors’ and officers’

liability, as permitted by section 233 of the Companies Act 2006.

CORPORATE GOVERNANCEHyperion is committed to maintaining high standards of corporate

governance. We recognise that good governance helps the business to

deliver our strategy and safeguard shareholders’ long term interests.

We believe that the Combined Code provides a useful guide and we

apply these principles as appropriate to a group of our size.

In addition to the Chairman, the Board currently comprises four

executive directors, and five non-executive directors who bring an

appropriate balance of experience and knowledge, whereby the Board’s

decision making cannot be dominated by an individual or small group.

AUDIT, REMUNERATION AND INVESTMENTCOMMITTEESThe Board has delegated certain responsibilities to Committees that are

described below, all of which have formally constituted terms of

reference. It does not consider that the Group is of sufficient size to

justify the establishment of a permanent Nomination Committee and all

matters relating to Board appointments are therefore dealt with by the

Board itself, or by a subcommittee specifically formed for that purpose.

Audit Committee

The Audit Committee comprises three non-executive directors and

is chaired by Emile Woolf. The Committee meets at least four times

a year. Meetings are attended, by invitation, by the Company’s

external auditors, the finance director and members of his staff,

compliance officers and internal audit.

The Committee’s role is to assist the Boards of the Company and

its subsidiaries in fulfilling their responsibilities with regard to

accounting policies, internal control, financial reporting functions,

risk assessment, compliance and related matters.

Remuneration Committee

The Remuneration Committee comprises four non-executive

directors and is chaired by John van Kuffeler. The Committee meets

at least four times a year. Meetings are attended by the Chief

Executive and by the Group Human Resources manager. Other

individuals and external advisers may be invited to attend for all or

part of any meeting as and when appropriate.

The Committee’s overall responsibility is to balance the various

interests of shareholders, the Company and its employees, with the

aim of ensuring that the Company, through its remuneration policy

is able to attract, retain and motivate management and senior staff

of appropriate experience and expertise.

INTERNAL CONTROL & RISK MANAGEMENTThe Board is responsible for maintaining a sound system of internal

control and risk management, and for reviewing its effectiveness to

safeguard shareholders’ investments and Group assets. There is no

absolute means of preventing material loss and/or misstatement,

and the Group’s internal controls reflect a balanced judgement,

taking into account the direct costs of controls as well as the

indirect costs of being over-bureaucratic, which provide reasonable

assurance against material loss and/or misstatement.

The Group’s internal controls are tested and key business risks are

evaluated on a continuing basis, using Internal Audit, Compliance,

and other relevant expertise. The Group maintains insurance cover

against certain risks, including fidelity insurance.

THE BOARDThe Board is responsible for maintaining effective control over

significant strategy, financial, organisational, legal and regulatory

matters. It meets at least six times a year. Management supply the

Board with appropriate and timely information and the directors are

free to seek any further information they consider necessary.

PRINCIPAL BUSINESS RISKS AND UNCERTAINTIESThe Group’s operations specialise in business critical liability

insurance such as professional indemnity insurance, directors and

officers’ liability insurance and related products. The Group is

thus exposed to the cyclical factors that affect the insurance

market, and premiums and commissions. Whilst its underwriting

agency operations are not directly responsible for claims, claims

costs do affect the level of profit commission that the Group

receives.

Further, the Group’s international focus (which is one of its most

important strengths) exposes its revenues to currency fluctuations,

mainly sterling/dollar and sterling/euro. The Group has floating-rate

borrowings in Sterling, US dollars, Australian dollars and Euros and

is therefore also exposed to interest rate movements in those

DIRECTORS’ REPORT (CONTINUED)

33HYPERION INSURANCE GROUP

DIRECTORS’ REPORT

currencies. The Group has put in place appropriate hedging

strategies to manage this risk.

The Group is ambitious and seeks to grow by means of acquisitions

and organic growth. Such activities are inherently uncertain,

particularly start-up operations where the timing and quantum of

revenue build-up cannot be forecast with precision, and there is no

developed book of renewals. The Group seeks to minimize such

uncertainties with due diligence and warranties.

In all its principal operations, the Group is also exposed to

regulatory risk, and also an element of political risk in certain

geographic regions, such as the Middle East and Latin America.

The Group uses a number of internal performance indicators to

monitor and assess its business. In particular, renewal and attrition rates

are carefully reviewed. In the main, however, the Group focuses on the

profit before tax to revenue margin. It targets this to be at least 20%.

FINANCIAL RISK MANAGEMENTThe Group’s financial risk management objective is broadly to seek

to make neither profit nor loss from exposure to currency or

interest rate risks. Its policy is to finance working capital through

retained earnings and bank borrowings at prevailing market interest

rates. Acquisitions are funded through the combination of retained

earnings, additional equity and appropriate long-term finance.

Cash flow risk

The Group’s working capital comprises principally of insurance

debtors, creditors and cash as described in note 1(l). It is the

Group’s policy not to fund any insurance transaction therefore

minimising any credit exposure attaching to these insurance

balances. Insurance balances are denominated in various currencies,

predominantly Sterling, US Dollars and Euros. To minimise the

foreign exchange exposure the Group endeavours to match foreign

currency assets with liabilities of similar maturities and vice versa.

Where this is not possible, for material exposures, the Group

endeavours occasionally to purchase an appropriate financial

instrument. The Group’s exposure to the price risk of financial

instruments is therefore minimal.

Liquidity risk

In order to maintain liquidity to ensure that sufficient funds are

available for ongoing operations and future developments, the

Company uses a mixture of long-term and short-term debt finance.

Further details regarding the liquidity risk can be found in the

statement of accounting policies in the financial statements.

Credit risk

The Group’s principal financial assets are bank balances and cash, trade

and other receivables and investments. The amounts presented in the

balance sheet are net of allowances for doubtful receivables. An

allowance for impairment is made where there is an identified loss

event which, based on previous experience is evidence of a

reduction in the recoverability of cash flows. With regards to

insurance balances, the Group’s risk is limited as the Group acts as

the agent on these transactions. Further information on Insurance

balances receivable and the risk relating to these balances can be

found in the Statement of accounting policies in the financial

statements.

The Group has no significant concentration of credit risk, with

exposure spread over a large number of counterparties and

customers.

The credit risk on liquid funds and derivative financial instruments is

limited as the counterparties are the Group’s bankers with high

credit-ratings assigned by international credit-rating agencies.

GOING CONCERNThe Group’s business activities, internal controls and risk

management structure, including details of its financial instruments

and hedging activities, and its exposures to credit and liquidity risks,

are set out above.

The Group has adequate financial resources together with its

business being geographically diverse. As a consequence, the

directors believe that the Group is well placed to manage its

business risks successfully despite the current uncertain economic

outlook.

After making enquiries, the directors have a reasonable expectation

that the Company and the Group have adequate resources to

continue in operational existence for the foreseeable future.

Accordingly, they continue to adopt the going concern basis in

preparing the Annual Report and Accounts.

EMPLOYMENT POLICIESThe Board recognises that the continuing success of the Group

depends on its employees and its ability to continue to adopt

policies created to attract, motivate and retain employees of the

highest calibre.

The Group is an equal opportunities employer and bases decisions

on individual ability regardless of race, religion, gender, age or

disability. The Group’s equal opportunities policy is designed to

ensure that disabled persons are given the same consideration as

others when they apply for jobs, and enjoy the same training, career

development and prospects as other employees.

The Group seeks to achieve a common awareness among its

employees of the financial and economic factors affecting the

business by consultation and effective employee communication

through a variety of media.

DIRECTORS’ REPORT (CONTINUED)

34 HYPERION INSURANCE GROUP

DIRECTORS’ REPORT

The directors are responsible for preparing the Annual Report and

the financial statements in accordance with applicable law and

regulations.

Company law requires the directors to prepare financial statements

for each financial year. Under that law the directors have elected to

prepare the financial statements in accordance with United Kingdom

Generally Accepted Accounting Practice (United Kingdom

Accounting Standards and applicable law). Under company law the

directors must not approve the financial statements unless they are

satisfied that they give a true and fair view of the state of affairs of

the company and of the profit or loss of the company for that

period. In preparing these financial statements, the directors are

required to:

• select suitable accounting policies and then apply them

consistently;

• make judgments and accounting estimates that are reasonable and

prudent; and

• ensure that all applicable UK Accounting Standards have been

followed.

The directors are responsible for keeping adequate accounting

records that are sufficient to show and explain the Company’s

transactions and disclose with reasonable accuracy at any time the

financial position of the company and enable them to ensure that the

financial statements comply with the Companies Act 2006. They are

also responsible for safeguarding the assets of the Company and

hence for taking reasonable steps for the prevention and detection of

fraud and other irregularities.

The directors are responsible for the maintenance and integrity of

the corporate and financial information included on the company’s

website. Legislation in the United Kingdom governing the preparation

and dissemination of financial statements may differ from legislation

in other jurisdictions.

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

DISCLOSURE OF INFORMATION TO AUDITORSEach of the persons who is a director at the date of approval of this

report confirms that:

• so far as the directors are aware, there is no relevant audit

information of which the Group’s auditors are unaware; and

• the directors have taken all the steps that they ought to have

taken as directors in order to make themselves 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 418 of the Companies Act 2006.

AUDITORSDeloitte LLP have indicated their willingness to be reappointed for

another term and appropriate arrangements have been put in place

for them to be deemed reappointed as auditors in the absence of

an Annual General Meeting.

Approved by the Board and signed on its behalf by:

HG PallotSecretary

22 December 2009

DIRECTORS’ REPORT (CONTINUED)

35HYPERION INSURANCE GROUP

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

We have audited the financial statements of Hyperion Insurance

Group Limited for the year ended 30 September 2009 which

comprise of the Consolidated Profit and Loss Account, the

Consolidated Statement of Total Recognised Gains and Losses, the

Consolidated and Parent Company Balance Sheets, the

Consolidated Cash Flow Statement, and the related notes 1 to 30.

The financial reporting framework that has been applied in their

preparation is applicable law and United Kingdom Accounting

Standards (United Kingdom Generally Accepted Accounting

Practice).

This report is made solely to the Company’s members, as a body, in

accordance with sections 495 and 496 of the Companies Act 2006.

Our audit work has been undertaken so that we might state to the

Company’s members those matters we are required to state to

them in an auditors’ report and for no other purpose. To the

fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the company and the

Company’s members as a body, for our audit work, for this report,

or for the opinions we have formed.

RESPECTIVE RESPONSIBILITIES OF DIRECTORSAND AUDITORSAs explained more fully in the Directors’ Responsibilities

Statement, the directors are responsible for the preparation of the

financial statements and for being satisfied that they give a true and

fair view. Our responsibility is to audit the financial statements in

accordance with applicable law and International Standards on

Auditing (UK and Ireland). Those standards require us to comply

with the Auditing Practices Board’s (APB’s) Ethical Standards for

Auditors.

SCOPE OF THE AUDIT OF THE FINANCIALSTATEMENTSAn audit involves obtaining evidence about the amounts and

disclosures in the financial statements sufficient to give reasonable

assurance that the financial statements are free from material

misstatement, whether caused by fraud or error. This includes an

assessment of: whether the accounting policies are appropriate to

the Company’s circumstances and have been consistently applied

and adequately disclosed; the reasonableness of significant

accounting estimates made by the directors; and the overall

presentation of the financial statements.

OPINION ON FINANCIAL STATEMENTSIn our opinion the financial statements:

• give a true and fair view of the state of the Group’s and Parent

Company’s affairs as at 30 September 2009 and of the Group’s

loss for the year then ended;

• have been properly prepared in accordance with United

Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the

Companies Act 2006.

OPINION ON OTHER MATTER PRESCRIBED BYTHE COMPANIES ACT 2006In our opinion the information given in the Directors’ Report for

the financial year for which the financial statements are prepared is

consistent with the financial statements.

MATTERS ON WHICH WE ARE REQUIRED TOREPORT BY EXCEPTIONWe have nothing to report in respect of the following matters

where the Companies Act 2006 requires us to report to you if, in

our opinion:

• adequate accounting records have not been kept by the Parent

Company, or returns adequate for our audit have not been

received from branches not visited by us; or

• the financial statements are not in agreement with the

accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law

are not made; or

• we have not received all the information and explanations we

require for our audit.

David Rush (Senior Statutory Auditor)For and on behalf of Deloitte LLPChartered Accountants and Statutory Auditors LondonUnited Kingdom

22 December 2009

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OFHYPERION INSURANCE GROUP LIMITED

36 HYPERION INSURANCE GROUP

INDEPENDENT AUDITORS’ REPORT

NOTES BEFORE EXCEPTIONAL BEFORE EXCEPTIONAL

EXCEPTIONAL ITEMS 2009 EXCEPTIONAL ITEMS 2008

ITEMS (NOTE 5) TOTAL ITEMS (NOTE 5) TOTAL

£’000 £’000 £’000 £’000 £’000 £’000

Turnover including share of associate 56,962 - 56,962 47,074 - 47,074

Less: share of associate (361) - (361) (418) - (418)

Group turnover 2 56,601 - 56,601 46,656 - 46,656

Fiduciary investment income 311 - 311 860 - 860

Other income 248 - 248 514 - 514

Group operating income 57,160 - 57,160 48,030 - 48,030

Administrative expenses (51,273) (1,799) (53,072) (42,048) (1,800) (43,848)

Operating profit/(loss) 3 5,887 (1,799) 4,088 5,982 (1,800) 4,182

Share of operating loss

of associated undertakings 15 (20) (60) (80) (98) - (98)

(Loss)/profit on sale or termination

of operations 9 - (306) (306) 914 - 914

Loss on sale of tangible

fixed assets - - - (2) - (2)

Non fiduciary investment income 90 - 90 290 - 290

Interest payable and similar charges 10 (1,440) - (1,440) (1,051) - (1,051)

Profit/(loss) on ordinary activities before taxation 4,517 (2,165) 2,352 6,035 (1,800) 4,235

Taxation 11 (1,800) 262 (1,538) (2,762) 456 (2,306)

Profit/(loss) on ordinary activities

after taxation 2,717 (1,903) 814 3,273 (1,344) 1,929

Minority interests (828) - (828) (750) - (750)

Profit/(loss) for the financial year 1,889 (1,903) (14) 2,523 (1,344) 1,179

Turnover and operating profit for the year arose from continuing operations. The notes on pages 10 to 31 form part of these financial statements.

CONSOLIDATED PROFIT AND LOSS ACCOUNTFOR THE YEAR ENDED 30 SEPTEMBER 2009

37HYPERION INSURANCE GROUP

FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSESFOR THE YEAR ENDED 30 SEPTEMBER 2009

2009 2008

£’000 £’000

(Loss)/profit for the financial year (14) 1,179

Currency translation differences (229) 327

Total recognised gains and losses relating to the year (243) 1,506

All amounts relate to continuing operations. The notes on pages 10 to 31 form part of these financial statements.

2009 2009 2008 2008

GROUP COMPANY GROUP COMPANY

NOTE £’000 £’000 £’000 £’000

Fixed assets

Intangible 12 30,887 - 30,612 -

Tangible 13 3,025 - 2,935 -

Investments in subsidiary undertakings 14 - 21,892 - 23,042

Investments in associated undertakings 15 - - 16 -

33,912 21,892 33,563 23,042

Current assets

Debtors due within one year 16 129,918 38,481 91,926 28,558

Debtors due after more than one year 17 2,021 1,733 2,544 2,257

Cash at bank and in hand 18 57,549 - 37,097 573

189,488 40,214 131,567 31,388

Creditors

Amounts falling due within one year 19 (166,735) (15,340) (114,096) (5,774)

Net current assets 22,753 24,874 17,471 25,614

Total assets less current liabilities 56,665 46,766 51,034 48,656

Creditors

Amounts falling due after more

than one year 20 (18,124) (13,965) (13,781) (12,603)

Net assets 38,541 32,801 37,253 36,053

Capital and reserves

Called up share capital 22 418 422 407 407

Share premium account 23 34,852 35,181 34,330 34,330

Other reserves 23 778 355 95 88

Profit and loss account 23 1,762 (3,157) 1,707 1,228

Shareholders’ funds 37,810 32,801 36,539 36,053

Minority interests 24 731 - 714 -

Capital employed 38,541 32,801 37,253 36,053

The notes on pages 10 to 31 form part of these financial statements. 2008 numbers have been restated to reflect the split between short term and long term debtors.

The financial statements were signed as approved and authorised for issue by the Board on 22 December 2009.

Signed on behalf of the board of directors

DP Howden ERM FadyDirector Director

Company Number 2937398

CONSOLIDATED AND COMPANY BALANCE SHEETSAS AT 30 SEPTEMBER 2009

38 HYPERION INSURANCE GROUP

FINANCIAL STATEMENTS

2009 2008

NOTE £’000 £’000

Net cash inflow from operating activities 4 20,973 8,548

Returns on investments and servicing of finance 28(a) (1,024) (2,454)

Taxation (2,839) (2,470)

Capital expenditure and financial investment 28(a) (1,092) (1,379)

Net cash outflow from acquisitions and disposals 28(a) (2,296) (24,005)

Cash inflow/(outflow) before use of liquid resources and financing 13,722 (21,760)

Financing 28(a) 6,519 26,279

Increase in cash 20,241 4,519

All amounts relate to continuing operations.

RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDSFOR THE YEAR ENDED 30 SEPTEMBER 2009

2009 2008

NOTE £’000 £’000

Increase in cash in the year 20,241 4,519

Cash outflow from debt and lease financing 28(a) (6,839) (4,472)

Movement in net funds in the year resulting from cash flows 13,402 47

New finance leases (13) (178)

Premium paid on redemption of ‘A’ ordinary redeemable shares - (424)

Conversion of preferred shares to ‘A’ ordinary £0.01 shares - 3,339

Amortisation of bank and loan arrangement costs (658) (322)

Movement in net funds in the year 12,731 2,462

Net funds at beginning of year 26,776 24,314

Net funds at end of year 28(b) 39,507 26,776

CONSOLIDATED CASH FLOW STATEMENTFOR THE YEAR ENDED 30 SEPTEMBER 2009

39HYPERION INSURANCE GROUP

FINANCIAL STATEMENTS

The following accounting policies have been applied consistently

throughout the year and preceding year in dealing with items that

are considered material in relation to the financial statements.

(A) BASIS OF PREPARATIONThe financial statements have been prepared under the historical

cost convention and in accordance with applicable UK accounting

standards. The directors have made the appropriate enquiries, and

have a reasonable expectation that the Company and the Group

have adequate resources to continue in operational existence for

the foreseeable future. Accordingly, they continue to adopt the

going concern basis in preparing the Annual Report and Accounts.

(B) BASIS OF CONSOLIDATIONThe Group’s financial statements consolidate the financial

statements of the Company and its subsidiary undertakings for

the year ended 30 September 2009 using the acquisition method.

The results of acquired businesses are consolidated from the

date on which effective control passes to the Group. Associated

undertakings are accounted for using the net equity method.

As permitted by section 408 of the Companies Act 2006 no

separate profit and loss account has been provided for

Hyperion Insurance Group Limited.

(C) TURNOVERTurnover consists principally of brokerage, commission and fees

associated with the placement of insurance and reinsurance

contracts, net of commissions payable to other directly involved

parties. Revenues from brokerage, commissions and fees are

recognised on the inception date of the risk. Any adjustments to

commission arising from premium additions or reductions are

recognised as and when they are notified by third parties.

Where contractual obligations exist for the performance of post

placement activities, and the cost of these activities is not

expected to be covered by future revenue, a relevant proportion

of revenue received on placement is deferred and recognised

over the period during which the activities are performed.

(D) TANGIBLE FIXED ASSETS ANDDEPRECIATIONTangible fixed assets are stated at cost less depreciation.

Depreciation is provided on all tangible fixed assets, including

those held under finance lease, at rates calculated to write off

the cost of fixed assets less their estimated residual value

over their expected useful lives on the following bases:

Short leasehold Over the outstanding

improvements lease period

Furniture, fixtures and fittings 5 years to 10 years

Computer hardware 4 years to 5 years

Computer software 3 years

Motor Vehicles 4 years

(E) GOODWILLGoodwill, being the difference between the fair values of the

net assets acquired and consideration paid, is capitalised and

carried at its book value (original cost less cumulative

amortisation), less any impairment subsequently incurred.

Goodwill is amortised on a straight line basis over its

expected useful life, with a maximum period of 20 years.

(F) INVESTMENTSInvestments in subsidiary and associated undertakings are

carried at cost less any provision for impairment. In the

Group financial statements investments in associates are

accounted for using the equity method. The consolidated

profit and loss account includes the Group’s share of

associates’ profits less losses while the Group’s share of the

net assets of the associates is shown in the consolidated

balance sheet.

(G) OPERATING LEASESOperating lease rentals are charged to the profit and loss

account on a straight-line basis over the lease term.

(H) PENSIONSThe Group operates a defined contribution scheme and the

amount charged to the profit and loss account in respect of

pension costs and other post-retirement benefits is the

contributions payable in the year. Differences between

contributions payable in the year and contributions actually

paid are shown as either accruals or prepayments in the

balance sheet.

(I) FOREIGN CURRENCYThe results of the foreign subsidiaries have been translated

using the average of monthly exchange rates. Assets and

liabilities of foreign subsidiary undertakings are translated into

sterling at the rates of exchange ruling on the balance sheet

date. Exchange differences which arise from translation of the

opening net investment in foreign subsidiary undertakings are

taken to reserves. All other differences are taken to the profit

and loss account.

Transactions denominated in foreign currencies are translated

to sterling at the exchange rates ruling at the date of the

transaction. Assets and liabilities denominated in foreign

currencies at the balance sheet date are translated into

sterling at the rates ruling at the balance sheet date.

Exchange differences arising are dealt with through the profit

and loss account.

(J) TAXATIONCorporation tax on the profit or loss for the year comprises

current and deferred tax.

Current tax is the expected tax payable on the taxable

1. PRINCIPAL ACCOUNTING POLICIES

40 HYPERION INSURANCE GROUP

NOTES TO THE FINANCIAL STATEMENTS

income for the year, using tax rates substantively enacted at

the balance sheet date, and any adjustments to tax payable in

respect of previous years.

Deferred taxation is provided on material timing differences

between the incidence of income and expenditure for

taxation and accounts purposes using the full provision basis.

Deferred tax assets are only recognised to the extent that

they are considered recoverable against future taxable profits.

Deferred tax balances are not discounted. Deferred tax is

determined using the tax rates that have been enacted or

substantively enacted by the balance sheet date, and are

expected to apply when the deferred tax liability is settled or

the deferred tax asset is realised.

(K) DIVIDENDSEquity dividends declared at the discretion of the Company

are recognised in the period in which they are declared and

approved by shareholders.

(L) INSURANCE INTERMEDIARY ASSETS ANDLIABILITIESInsurance brokers usually act as agents in placing the insurable

risks of their clients with insurers and as such, generally, are

not liable as principals for the amounts arising from such

transactions. Notwithstanding these legal relationships,

debtors and creditors arising from insurance broking

transactions are shown as assets and liabilities as set out in

notes 17-19. This recognises that the insurance broker is

entitled to retain the investment income on any cash flows

arising from these transactions.

Debtors and creditors arising from a transaction between a

client and insurers (e.g. a premium or a claim) are recorded

simultaneously. Consequently, there is a high level of

correlation between the totals reported in respect of

insurance broking debtors and insurance broking creditors.

The position of the insurance broker as an agent means that

generally the credit risk is borne by the principals. There can

be circumstances where the insurance broker acquires credit

risk – through statute, or through the act or omission of the

insurance broker or one of the principals. There is much legal

uncertainty surrounding the circumstances and the extent of

such exposure and consequently they cannot be evaluated.

Therefore, the total of insurance broking debtors appearing in

the balance sheet is not an indication of credit risk.

It is normal practice for insurance brokers to settle accounts

with other intermediaries, clients, insurers and market

settlement bureaux on a net basis. Thus, large changes in

both insurance broking debtors and creditors can result from

comparatively small cash settlements. For this reason, the

totals of insurance broking debtors give no indication of

future cash flows.

The legal status of this practice of net settlement is uncertain

and in the event of insolvency it is generally abandoned.

Financial Reporting Standard No. 5 “Reporting the substance

of transactions” requires that the offset of assets and liabilities

should be recognised in the financial statements where, and

only where, the offset would survive the insolvency of the

other party. Accordingly, only such offsets have been

recognised in calculating insurance broking debtors and

creditors.

(M) SHARE CAPITALOrdinary shares are classified as equity. Incremental costs

directly attributable to the issue of new shares or options are

shown in equity as a deduction, net of tax, from the

proceeds.

Where any Group company purchases the Company’s equity

share capital (treasury shares), the consideration paid, including

any directly attributable incremental costs (net of income

taxes), is deducted on consolidation from equity attributable to

the equity holders of the Company until the shares are

cancelled, reissued or disposed of. Where such shares are

subsequently sold or reissued, any consideration received, net

of any directly attributable incremental transaction costs and

the related income tax effects, is included in equity attributable

to the equity holders of the Company.

(N) SHARE-BASED PAYMENTSThe Group operates a number of share-based compensation

schemes and applies the requirements of FRS 20 “Share-based

payments” in respect of awards granted after 7 November

2002, until such time as they are fully vested.

The cost of employees’ services received in exchange for the

grant of rights under these schemes is measured at the fair value

of the equity instruments granted and is charged against profits

over the vesting period. For cash settled schemes the fair value is

re-assessed each year and any changes are recognised in the

profit and loss account until the liability is settled.

(O) FINANCE CHARGESFinance charges are accounted for on an accruals basis in the

profit and loss account and are added to the carrying amount

of the instrument to the extent that they are not settled in

the period in which they arise. Professional and other fees

incurred directly in raising long-term debt finance are

capitalised and amortised over the period of the instrument.

1. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)

41HYPERION INSURANCE GROUP

NOTES TO THE FINANCIAL STATEMENTS

2009 2008

Turnover is analysed by business unit as follows: GROUP GROUP

£’000 £’000

Broking 34,087 23,848

Underwriting 22,514 22,808

56,601 46,656

Turnover is analysed by geographical markets as follows:

United Kingdom 14,079 14,126

Northern Europe 6,369 6,093

Southern Europe 9,737 9,221

Israel 4,182 2,772

Australasia 4,198 5,170

North and South America 8,595 3,901

Latin America 4,856 2,379

Middle East 2,074 1,076

Other 2,511 1,918

56,601 46,656

3. OPERATING PROFIT2009 2008

The operating profit is stated after charging/(crediting): GROUP GROUP

£’000 £’000

Depreciation of tangible fixed assets owned by the Group (note 13) 977 897

Amortisation of goodwill and other intangible assets (note 12) 1,930 1,197

Goodwill impairment (note 12) 246 -

Auditors’ remuneration (see below) 773 1,915

Operating lease rentals:

- Equipment 154 121

- Land and buildings 1,053 1,549

Gain on foreign currency exchange (83) (416)

The total remuneration payable by the Group, excluding VAT, to its principal auditors, Deloitte LLP, in respect of the audit of these accounts

is shown below, together with fees payable in respect of other work.

Audit services

- statutory audit of the Company 53 32

- statutory audit of subsidiaries 272 218

- audit-related regulatory and supplementary reporting - 11

Total audit services 325 261

Taxation services 136 40

Professional fees associated with corporate finance advisory services - 1,575

Professional fees associated with other advisory services 312 39

773 1,915

In addition to the above amounts payable to the principal auditors, fees for audit services of £35,000 (2008 - £2,000) were payable to other

firms. The total fees payable for audit services were therefore £360,000 (2008 - £263,000).

2. TURNOVER

42 HYPERION INSURANCE GROUP

NOTES TO THE FINANCIAL STATEMENTS

2009 2008

GROUP GROUP

£’000 £’000

Operating profit 4,088 4,182

Depreciation charge 977 897

Amortisation of goodwill and other intangible assets 1,930 1,197

Goodwill impairment 246 -

Share scheme incentives 683 95

Increase in debtors (36,932) (5,710)

Increase in creditors 49,981 7,887

Net cash inflow from operating activities 20,973 8,548

5. EXCEPTIONAL ITEMS2009 2008

GROUP GROUP

£’000 £’000

Professional fees associated in raising new equity and debt finance - 359

Restructuring and valuation costs - 218

Terminating and replacing senior executives 705 147

Costs attributable to restructuring investments 234 -

Costs of fundamental restructuring 939 724

Share scheme costs 269 498

Other one-off staff incentives 345 578

Goodwill impairment 246 -

Other exceptional administrative expenses 860 1,076

Administrative expenses 1,799 1,800

Office closure costs of subsidiary (note 9) 306 -

Office closure costs of associate 60 -

Total exceptional items before tax 2,165 1,800

Tax related to exceptional items (262) (456)

Total exceptional items after tax 1,903 1,344

A number of one-off exceptional items were incurred by the Group during the year. These included the crystallisation of a share option cost,

the costs to close two offices and associated write-down of one of the investments, and the restructuring of the Dual management structure.

4. RECONCILIATION OF OPERATING PROFIT TO NET CASH FLOWS FROM OPERATING ACTIVITIES

43HYPERION INSURANCE GROUP

NOTES TO THE FINANCIAL STATEMENTS

2009 2008

GROUP GROUP

£’000 £’000

Aggregate emoluments 1,037 1,331

Aggregate pension contributions 377 216

Severance payments 280 43

1,694 1,590

Highest paid director:

Salary and benefits 330 328

Annual bonus 48 100

Pension contributions 156 147

534 575

Number Number

Directors 9 10

Directors accruing benefits under personal pension schemes 2 4

7. STAFF COSTS

Staff costs, including directors’ remuneration, were as follows:

2009 2008 2009 2008

COMPANY COMPANY GROUP GROUP

£’000 £’000 £’000 £’000

Wages and salaries 1,108 871 29,456 22,658

Social security costs 120 125 3,071 2,679

Share based incentives (note 8) 530 693 913 700

Pension contributions 136 112 1,389 1,220

1,894 1,801 34,829 27,257

Company staff costs include amounts recharged by the Group’s service company, HIG Services Limited which holds the contracts for service

with the relevant employees.

The average monthly number of employees, including directors, during the year was:

2009 2008 2009 2008

COMPANY COMPANY GROUP GROUP

Number Number Number Number

Directors and senior management 3 3 81 81

Insurance professionals - - 236 178

Administration - 7 131 124

3 10 448 383

6. DIRECTORS’ EMOLUMENTS

44 HYPERION INSURANCE GROUP

NOTES TO THE FINANCIAL STATEMENTS

During the year the total cost recognised by the Group for share-based incentive schemes was £913,000 (2008: £700,000).

The Company continues to operate an executive share option scheme to executive directors and other senior employees enabling them to

purchase ordinary ‘A’ £0.01 shares in the Company. The price at which options are offered is based upon the estimated market value of the

shares at the date of grant. Options may be exercised after 3 years, and lapse 10 years after the grant date. The charge for the year in

respect of these options amounted to £533,000 (2008 - £88,000).

During the year a share scheme was set up by Howden Insurance Brokers Limited, a principal subsidiary of the Group to incentivise a key

team. The options are exercisable over the next 3 years and were valued at inception at £345,000 using the Black Scholes model.

The balance of option cost of £38,000 (2008 - £7,000) was incurred in respect of a closed scheme operated by Howden Property Insurance

Services Limited, a subsidiary of the group.

All share scheme incentives are at the absolute discretion of the Remuneration Committee, with no employee having the right to receive

such a grant. The fair values of share based incentives are determined at their date of grant using the Black-Scholes valuation model.

The significant variables used in the calculations for the above schemes are as follows:

Company Howden Insurance Brokers Ltd

• Share value at date of grant £2.6004 £34.50

• Expected share price volatility 30.0% 30.0%

• Dividend yield 3.0% 0.0%

• Risk free interest rate 4.7% 0.5%

2,632,000 ‘B’ ordinary shares were issued to management on 30 September 2008 at nominal value, and an additional 46,200 issued during

2009. The fair value was determined as nominal value at the time of grant and no further charges will arise in respect of this arrangement.

Outstanding share options

At 30 September 2009 there were 300,600 unexercised options in respect of the Company’s ‘A’ ordinary shares of £0.01 each, which were

issued to various executives in the Group. An analysis of the movement in the number of share options issued is given below;

HELD AT HELD AT

BEGINNING END OF

OF YEAR GRANTED EXERCISED SURRENDERED LAPSED YEAR

DATE OF GRANT NUMBER NUMBER NUMBER NUMBER NUMBER NUMBER

5 December 2001 60,000 - - - - 60,000

10 February 2003 43,800 - - - - 43,800

14 June 2004 42,500 - - - - 42,500

14 December 2005 50,000 - - - - 50,000

19 July 2007 37,500 - - - - 37,500

8 December 2007 7,500 - - - - 7,500

26 March 2007 125,000 - - - (125,000) -

22 October 2007 9,900 - - - - 9,900

21 November 2007 49,400 - - - - 49,400

31 March 2008 432,000 - - (432,000) - -

857,600 - - (432,000) (125,000) 300,600

On 31 July 2009 the holder of the 26 March 2007 and 31 March 2008 options left the employment of the Group. The first parcel of options

then lapsed as the vesting criteria (based on the period of service) could not then be met by the employee, while the employee surrendered

the performance based options granted on 31 March 2008.

8. SHARE-BASED INCENTIVES

45HYPERION INSURANCE GROUP

NOTES TO THE FINANCIAL STATEMENTS

An analysis of the exercise price and the dates the share options may be exercised is set out below:

DATE OF GRANT HELD AT EXERCISE PRICE EXERCISABLE FROM EXPIRY DATE

END OF YEAR P

NUMBER

5 December 2001 60,000 22 6 December 2004 6 December 2011

10 February 2003 43,800 28 11 February 2007 11 February 2013

14 June 2004 42,500 46 15 June 2008 15 June 2014

14 December 2005 50,000 147 15 December 2009 15 December 2015

19 July 2007 37,500 150 20 July 2009 20 July 2016

8 December 2007 7,500 150 9 December 2009 9 December 2016

22 October 2008 9,900 152 23 October 2010 23 October 2017

21 November 2008 49,400 152 22 November 2010 22 November 2017

300,600

9. PROFIT/(LOSS) ON SALE OR TERMINATION OF OPERATIONS

2009 2008

GROUP GROUP

£’000 £’000

Sale proceeds - 1,092

Cost of sales - (178)

Closure costs (306) -

(306) 914

Closure costs incurred in 2009 relate to closure of the Avant office in Spain. The 2008 profit on disposal was made in respect of the part

disposal by the Group of 9.4% of its interest in its subsidiary, Howden Insurance Brokers Limited.

8. SHARE-BASED INCENTIVES (CONTINUED)

46 HYPERION INSURANCE GROUP

NOTES TO THE FINANCIAL STATEMENTS

2009 2008

GROUP GROUP

£’000 £’000

Bank loans and overdrafts 641 569

Preferred dividends (13) (97)

Interest on finance leases 13 16

Interest payable on other loans 139 193

Amortisation of bank and loan arrangement fees 660 322

Other interest - 48

1,440 1,051

Group 1,440 1,040

Associate - 11

1,440 1,051

No further preferred dividends have been payable since 31 March 2008 when the preferred cumulative ordinary shares were converted to

ordinary shares (see note 22). The preferred dividend income above reflects the reversal of a prior year accrual.

10. INTEREST PAYABLE AND SIMILAR CHARGES

47HYPERION INSURANCE GROUP

NOTES TO THE FINANCIAL STATEMENTS

2009 2008

GROUP GROUP

£’000 £’000

11(i) The tax charge/(credit) comprises:

Current tax

UK corporation tax on profits for the year 724 1,108

Adjustments in respect of previous years (325) (234)

Overseas tax 1,409 1,574

Total current tax (note 11(ii)) 1,808 2,448

Deferred tax

Origination and reversal of timing differences 143 (62)

Impact of change in UK tax rate (19) -

Adjustments in respect of previous years (394) (80)

Total deferred tax (note 21) (270) (142)

Tax on profit on ordinary activities 1,538 2,306

11(ii) Factors affecting the tax charge for the year:

The tax assessed for the year is higher than the standard rate of

corporation tax of 28% (2008 – 29%) due to the following reasons:

Profit on ordinary activities before tax 2,352 4,235

Profit on ordinary activities multiplied by the standard rate of

corporation tax in the UK of 28% (2008 – 29%) 659 1,228

Effects of:

Expenses not deductible for taxation purposes 647 203

Preferred dividends not deductible for taxation purposes - (24)

(Decelerated)/accelerated capital allowances (21) (25)

Increase in general provisions (40) -

Overseas tax in excess of UK tax 29 134

Non taxable overseas income (56) (27)

Unrelieved overseas taxation 43 40

Amortisation and impairment of goodwill 609 348

Unrelieved losses 50 1,137

Profit on part disposal of subsidiary undertaking - (265)

Adjustments to tax charge in respect of previous years (325) (234)

Other timing differences 190 (67)

Other taxes 23 -

Current tax charge for the year (note 11(i)) 1,808 2,448

11. TAXATION ON PROFIT ON ORDINARY ACTIVITIES

48 HYPERION INSURANCE GROUP

NOTES TO THE FINANCIAL STATEMENTS

12. INTANGIBLE FIXED ASSETS

49HYPERION INSURANCE GROUP

NOTES TO THE FINANCIAL STATEMENTS

POSITIVE NEGATIVE PATENTS

GOODWILL GOODWILL & OTHER TOTAL

GROUP £’000 £’000 £’000 £’000

Cost

At beginning of year 34,172 (55) 6 34,123

Additions 2,437 - - 2,437

Reclassification from tangible assets - - 106 106

At end of year 36,609 (55) 112 36,666

Amortisation and impairment

At beginning of year (3,559) 50 (2) (3,511)

Impairment during the year (246) - - (246)

Amortisation during the year (1,931) 2 (1) (1,930)

Reclassification from tangible assets - - (92) (92)

At end of year (5,736) 52 (95) (5,779)

Net book value at 30 September 2009 30,873 (3) 17 30,887

Net book value at 30 September 2008 30,613 (5) 4 30,612

BROKING

DIVISION DEFERRED

ACQUIRED CONSIDERATION PURCHASE OF

GOODWILL INCREASE MINORITIES TOTAL

£’000 £’000 £’000 £’000

Goodwill additions

Tangible fixed assets - - 10 10

Current assets - - 250 250

Cash - - 96 96

Current liabilities - - (102) (102)

Net assets acquired - - 254 254

Cash consideration 650 - 362 1,012

Shares issued - - 853 853

Legal and related costs 279 - - 279

Deferred consideration 200 347 - 547

Total consideration 1,129 347 1,215 2,691

Total 1,129 347 961 2,437

During the year the Group purchased the minority interests in Dual Australia Pty Ltd and Dual Italia SpA for £1,215,000 with a combination

of cash and shares.

The Group also agreed to pay £850,000 to acquire books of business in the Broking division.

The VK Howden LLC goodwill was adjusted upwards based on an increase in consideration payable for that business.

SHORT FIXTURES,

LEASEHOLD MOTOR FITTINGS &

IMPROVEMENTS VEHICLES EQUIPMENT TOTAL

GROUP £’000 £’000 £’000 £’000

Cost

At beginning of year 1,656 85 4,383 6,124

Reclassification - (15) 15 -

Additions 19 54 1,032 1,105

Disposals - - (42) (42)

Reclassify to debtors - (11) - (11)

Reclassify to intangibles (106) - - (106)

At end of year 1,569 113 5,388 7,070

Depreciation

At beginning of year 1,009 37 2,143 3,189

Reclassification - (13) 13 -

Charge for the year 346 23 610 979

Disposals - - (42) (42)

Reclassify to intangibles (92) - - (92)

Other movement - - 11 11

At end of year 1,263 47 2,735 4,045

Net book value at 30 September 2009 306 66 2,653 3,025

Net book value at 30 September 2008 647 48 2,240 2,935

Included in the cost of fixtures, fittings and equipment is £298,000 (2008 - £285,000) in respect of assets held under finance leases. The net

book value of these assets was £128,000 (2008 - £221,000) and depreciation charged during the year was £78,000 (2008 - £39,000).

14. INVESTMENTS IN SUBSIDIARY UNDERTAKINGS

2009 2008

COMPANY £’000 £’000

Cost

At beginning of year 23,042 7,938

Provision (2,004) -

Additions 872 15,104

Reclassification to investment in associates (18) -

At end of year 21,892 23,042

During the year the Company increased its investment in Dual International Limited to enable that subsidiary to acquire the minority interests in

Dual Iberica and Dual Australia Pty Ltd. A provision was also booked against the value of four directly owned subsidiaries based on the decrease

in those companies’ net asset positions. The material decreases were the result of market value transfers of business between subsidiaries and

there is no impact of these provisions upon the Group.

50 HYPERION INSURANCE GROUP

NOTES TO THE FINANCIAL STATEMENTS

13. TANGIBLE FIXED ASSETS

51HYPERION INSURANCE GROUP

NOTES TO THE FINANCIAL STATEMENTS

14. INVESTMENTS IN SUBSIDIARY UNDERTAKINGS (CONTINUED)

The parent Company and the Group have investments in the following subsidiary undertakings:

COUNTRY OF NATURE

NAME OF COMPANY INCORPORATION OWNERSHIP % OF BUSINESS

DUAL International Limited + England 100.0 Intermediate holding company and

insurance underwriting agency

CFC Underwriting Limited + England 59.5 Insurance underwriting agency

DUAL Ibérica Riesgos Profesionales S.A. Spain 100.0 Insurance underwriting agency

DUAL Italia SpA Italy 90.0 Insurance underwriting agency

DCR (Holdings) Limited England 100.0 Intermediate holding company and

insurance underwriting agency

DUAL Corporate Risks Limited England 100.0 Insurance underwriting agency

DUAL Corporate Risks (PI) Limited England 76.0 Insurance underwriting agency

DUAL Australia Pty Limited Australia 100.0 Insurance underwriting agency

DUAL Deutschland GmbH Germany 90.0 Insurance underwriting agency

Howden Broking Group Limited + England 100.0 Intermediate holding company and

insurance broking

Howden Insurance Brokers Limited England 100.0 Insurance broking

Howden Property Insurance Services Limited England 100.0 Insurance broking

Global Services 1999 Limited England 100.0 Intermediate holding company and

insurance broking

Howden Insurance Brokers (2002) Limited Israel 100.0 Insurance broking

Howden Insurance Brokers AB Sweden 87.5 Insurance broking

Howden Insurance LLC USA 100.0 Insurance broking and

underwriting agency

Howden Insurance Brokers Inc USA 100.0 Insurance broking

Howden Insurance Brokers LLC Dubai 63.0 Insurance broking

Howden Iberia SA Spain 99.0 Insurance broking

Howden Insurance Brokers Oy Finland 92.6 Insurance broking

HIG Services Limited + England 100.0 Management services

J K Buckenham Limited + England 100.0 Reinsurance broking

Avant Garantías SL + Spain 100.0 Motor extended warranties and

motor management services

+ Held directly by Hyperion Insurance Group Limited

All subsidiaries are included in the Group consolidated financial statements. CFC Underwriting Limited has issued share options to senior

executives. If these were fully exercised the dilution to the Group’s interests would be 1.5%.

52 HYPERION INSURANCE GROUP

NOTES TO THE FINANCIAL STATEMENTS

15. INVESTMENTS IN ASSOCIATED UNDERTAKINGS

The Group has a 26% participating interest in the ordinary share capital of Howden Insurance Brokers India Private Limited, an insurance

broker operating in India. The interest is held via subsidiaries. A summary of the Group’s share in Howden Insurance Brokers India Private

Limited’s net assets at 30 September 2009 and results for the year then ended were as follows:

ASSOCIATE GROUP SHARE

100% 26%

£’000 £’000

Turnover 1,390 361

Loss on ordinary activities before interest and tax (718) (187)

Interest (127) (33)

Taxation - -

Loss on ordinary activities after tax (845) (220)

Fixed assets 65 17

Current assets 761 198

Current liabilities (1,117) (290)

Long-term liabilities (214) (56)

Net liabilities (505) (131)

The Group’s share of associate results for the year was as follows:

2009

£’000

Investment, at beginning of year 16

Additional investment 71

Foreign exchange on investment (7)

Net investment 80

Share of loss before interest and tax arising in the year (80)

Share of interest charge -

Share of tax charge -

Investment, at end of year -

In line with its policy on accounting for associates (refer note 1(b)) the Group has recognised £80,000 of its share of its associate’s losses,

being the company’s net investment in the company. £166,000 of the £220,000 losses for the year related to the closure of the Retail office

in India. A proportionate amount of the associate’s loss is included at exceptional items, in office closure costs (refer note 5).

53HYPERION INSURANCE GROUP

NOTES TO THE FINANCIAL STATEMENTS

16. DEBTORS DUE WITHIN ONE YEAR

RESTATED RESTATED

2009 2009 2008 2008

GROUP COMPANY GROUP COMPANY

£’000 £’000 £’000 £’000

Insurance debtors (note 1(l)) 119,857 - 77,600 -

Deferred tax recoverable (note 21) 684 - 545 16

Tax recoverable 772 - 166 39

Other debtors 3,836 11 2,602 208

Group relief debtor - 943 - -

Prepayments and accrued income 4,528 692 10,887 645

Amounts due from associated undertaking 241 - 126 -

Amounts due from Group undertakings - 25,492 - 15,629

Dividends receivable from Group undertakings - 726 - 315

Loans due from Group undertakings - 10,617 - 11,706

129,918 38,481 91,926 28,558

The comparative Company and Group numbers have been restated to reflect the

split between long and short term prepayments and accrued income amounts.

Opening balance per signed accounts 94,183 30,815

Adjustment to opening debtors (2,257) (2,257)

Restated opening balance 91,926 28,558

Company debtors include a £943,000 group relief debtor that represents the estimated value of losses to be surrendered to Group

companies in respect of the 2009 year. In prior years the estimate was recorded via loans with Group undertakings.

17. DEBTORS DUE AFTER MORE THAN ONE YEAR

RESTATED RESTATED

2009 2009 2008 2008

GROUP COMPANY GROUP COMPANY

£’000 £’000 £’000 £’000

Deferred tax recoverable (note 21) 258 - - -

Prepayments and accrued income 1,733 1,733 2,257 2,257

Other debtors 30 - 287 -

2,021 1,733 2,544 2,257

The restated comparatives reflect the split between long and short term prepayments and accrued income amounts.

Opening balance per signed accounts 287 -

Adjustment to opening debtors 2,257 2,257

Restated opening balance 2,544 2,257

54 HYPERION INSURANCE GROUP

NOTES TO THE FINANCIAL STATEMENTS

18. CASH AND BANK BALANCES

2009 2009 2008 2008

GROUP COMPANY GROUP COMPANY

£’000 £’000 £’000 £’000

Insurance balances held on behalf

of clients and insurers (note 1(l)) 42,577 - 31,825 206

Other cash balances 14,972 - 5,272 367

57,549 - 37,097 573

The use of insurance balances is restricted in accordance with the regulations governing those accounts.

In December 2008 the £265,000 security deposit that was previously included in the Group’s other cash balances was released upon

cancellation of the £214,000 guarantee over Howden Insurance Brokers India Private Limited’s borrowings.

19. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2009 2009 2008 2008

GROUP COMPANY GROUP COMPANY

£’000 £’000 £’000 £’000

Bank overdrafts, secured 521 14 310 -

Bank loans (secured) - - 15 -

Shareholder loans, secured (note 27) 3,000 3,000 - -

Insurance creditors (note 1(l)) 148,426 - 101,823 -

Amounts owed to Group undertakings - 11,731 - 5,033

Corporation tax 1,413 - 1,838 -

Other taxation and social security costs 1,072 - 805 -

Obligations due under finance leases 60 - 64 -

Dividends payable to minority shareholders 494 - 214 -

Estimated deferred consideration 494 - 1,448 -

Other creditors 2,965 278 2,579 516

Accruals and deferred income 8,163 317 5,000 225

Deferred tax liability (note 21) 127 - - -

166,735 15,340 114,096 5,774

The overdraft with Bank of Scotland is secured by means of a debenture over certain of the Group’s assets and bears interest of 1.5% pa

over the bank’s Euro base rate.

14% shareholder loans were received in June 2009 to fund the working capital requirements of the group. Additional details are provided in

note 27.

Included within other creditors are pension contributions amounting to £106,000 (2008 - £71,000).

55HYPERION INSURANCE GROUP

NOTES TO THE FINANCIAL STATEMENTS

20. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2009 2009 2008 2008

GROUP COMPANY GROUP COMPANY

£’000 £’000 £’000 £’000

Bank loans 13,965 13,965 12,603 12,603

Loans owed to third parties 100 - 117 -

Loan notes, secured (note 27) 2,736 - - -

Obligations due under finance leases 86 - 131 -

Estimated deferred consideration 566 - - -

Other 671 - 930 -

18,124 13,965 13,781 12,603

The bank loans of £13,965,000 are part of a £14,000,000 five year revolving credit facility with HSBC Bank Plc. This facility bears interest at

2.8% over LIBOR and is secured by cross-guarantees and debentures over the Company and certain of its UK subsidiary undertakings and is

repayable within 5 years.

Shareholder loan notes bearing 13% interest were issued in September 2009 for funds provided in respect of the Hendricks & Co GmbH

acquisition. Additional details are provided in note 27.

Obligations due under finance leases are payable within two years.

Deferred consideration has been estimated at 30 September 2009 based on the current performance of the relevant acquired entities.

21. DEFERRED TAX

2009 2009 2008 2008

GROUP COMPANY GROUP COMPANY

£’000 £’000 £’000 £’000

Decelerated capital allowances 303 - 218 -

Losses carried forward 216 - 306 16

Other short term timing differences 296 - 21 -

Net deferred tax balance 815 - 545 16

Deferred tax asset

(i) Amount recoverable within one year:

Balance at beginning of year 545 16 403 67

Deferred tax credit in

profit and loss account for period 139 (16) 142 (51)

Balance at end of year (note 16) 684 - 545 16

(ii) Amount recoverable in more than one year:

Balance at beginning of year - - - -

Deferred tax credit in

profit and loss account for period 258 - - -

Balance at end of year (note 17) 258 - - -

56 HYPERION INSURANCE GROUP

NOTES TO THE FINANCIAL STATEMENTS

21. DEFERRED TAX (CONTINUED)

2009 2009 2008 2008

GROUP COMPANY GROUP COMPANY

£’000 £’000 £’000 £’000

Deferred tax liability

Balance at beginning of year - - - -

Deferred tax credit in

profit and loss account for period (127) - - -

Balance at end of year (note 19) (127) - - -

Net deferred tax asset at end of year 815 - 545 16

Total deferred tax credit in profit

and loss account for period (note 11(i)) 270 - 142 (51)

The recoverability of tax losses is dependent on there being sufficient future taxable profits. Current forecasts support the partial

recoverability of these losses in the foreseeable future. Accordingly no debtor has been recognised in respect of losses not expected to be

recovered in the foreseeable future.

Factors that may affect future tax charges

The Group has capital losses of £84,000 (2008 - £184,000) available to carry forward for offset against future capital gains.

The Group has eligible unrelieved foreign tax of £99,000 (2008 - £182,000) available to carry forward for offset against any tax arising on

future overseas Group dividends.

The Group has trade losses of £3,348,000 (2008 - £6,793,000) for offset against future income, subject to certain restrictions.

22. CALLED UP SHARE CAPITAL

2009 2009

GROUP AND COMPANY ALLOTTED AND CALLED UP AUTHORISED

NUMBER NUMBER

‘000 £’000 ‘000 £’000

Classified as equity:

‘A’ ordinary shares of £0.01 each 38,844 388 39,105 391

‘B’ ordinary shares of £0.01 each 3,324 33 3,395 34

Company 42,168 422 42,500 425

Adjustment for employee benefit trust

‘A’ ordinary shares of £0.01 each (127) (4) - -

Group 42,041 418 42,500 425

57HYPERION INSURANCE GROUP

NOTES TO THE FINANCIAL STATEMENTS

22. CALLED UP SHARE CAPITAL (CONTINUED)

2008 2008

GROUP AND COMPANY ALLOTTED AND CALLED UP AUTHORISED

NUMBER NUMBER

‘000 £’000 ‘000 £’000

Classified as equity

‘A’ ordinary shares of £0.01 each 38,090 381 38,105 381

‘B’ ordinary shares of £0.01 each 2,632 26 3,395 34

Group and Company 40,722 407 41,500 415

The ‘A’ ordinary and ‘B’ ordinary shares of £0.01 each rank pari passu in all respects except that on the sale or liquidation of the Company

the proceeds shall be divided between the shareholders as follows:

• The ‘A’ ordinary shareholders will receive the first £2.6004 per share; and

• The balance shall be distributed between the ‘A’ ordinary and ‘B’ ordinary shareholders equally as though they were one class of share.

23. SHAREHOLDERS’ EQUITY

GROUP SHARE SHARE OTHER PROFIT &

CAPITAL PREMIUM RESERVES LOSS TOTAL

£’000 £’000 £’000 £’000 £’000

At beginning of year 407 34,330 95 1,707 36,539

Share capital issued 15 851 - - 866

Share capital owned via employee benefit trust (4) (329) - - (333)

Profit for the year - - - (14) (14)

Net exchange adjustments - - - 69 69

Share scheme incentives - - 649 - 649

Other reserves - - 34 - 34

At end of year 418 34,852 778 1,762 37,810

COMPANY SHARE SHARE SHARE PROFIT &

CAPITAL PREMIUM INCENTIVES LOSS TOTAL

£’000 £’000 £’000 £’000 £’000

At beginning of year 407 34,330 88 1,228 36,053

Share capital issued 15 851 - - 866

Loss for the year - - - (4,553) (4,553)

Net exchange adjustments - - - 168 168

Share scheme incentives (note 8) - - 267 - 267

At end of year 422 35,181 355 (3,157) 32,801

58 HYPERION INSURANCE GROUP

NOTES TO THE FINANCIAL STATEMENTS

24. MINORITY INTERESTS

2009 2008

£’000 £’000

At beginning of year 714 2,931

Profit on ordinary activities after taxation 828 750

Foreign exchange differences 37 33

Arising on acquisition and disposals (302) (1,796)

Dividends payable to minorities (546) (1,204)

At end of year 731 714

25. OPERATING LEASES

At 30 September 2009 the Group had annual commitments under operating leases as follows:

LAND AND BUILDINGS OTHER

2009 2008 2009 2008

£’000 £’000 £’000 £’000

Expiry date:

- within 1 year 555 1,070 69 86

- between 2 and 5 years 1,332 621 117 215

- in more than 5 years 1,001 16 - 3

2,888 1,707 186 304

26. PENSION COSTS

The Group operates a defined contribution pension scheme for all qualifying employees. The assets of scheme are held separately from

those of the Group and the fund is independently administered. The total cost charged to income of £1,389,000 (2008 - £1,220,000)

represents contributions payable to the scheme by the Group.

As at 30 September 2009, there was £106,000 of contributions due in respect of the current reporting period that had not been paid over

to the scheme (2008 - £71,000).

59HYPERION INSURANCE GROUP

NOTES TO THE FINANCIAL STATEMENTS

27. RELATED PARTY TRANSACTIONS

The Group had the following transactions with related parties during the year:

2009 2008

£’000 £’000

Amount received/(expensed) in the year

Fees payable to Davidoff Insurance Brokers Limited (22) (8)

IT and other expenses paid to Femi Premium Limited (42) (24)

Fees paid to B P Marsh & Company Limited (210) (200)

Interest paid/payable to B P Marsh & Company Limited (111) (185)

Interest paid/payable to Murofo Investments SL (17) -

Interest paid/payable to Inversiones Muroca SL (8) -

Fees paid/payable to 3i Group plc and associated undertakings (50) (25)

Amounts receivable/(payable) at the end of the year

B P Marsh & Company Limited fees payable (18) 20

3i Group plc and associated undertakings (24) (25)

Amounts included within other short term debtors and creditors (42) (5)

Loan from B P Marsh & Company Limited (2,460) -

Loan from Murofo Investments SL (369) -

Loan from Inversiones Muroca SL (171) -

Amounts included in shareholder loans (note 19) (3,000) -

Loans from 3i Group (1,779) -

Loan from B P Marsh & Company Limited (547) -

Loan from Marsh Christian Trust (410) -

Amounts included in shareholder loan notes (note 20) (2,736) -

The Company has no ultimate controlling party.

3i Group plc and associated undertakings had a 27.4% interest in the Company at the end of the year.

B P Marsh & Company Limited, a wholly owned subsidiary of B P Marsh & Partners Plc, owned 19.5% of the Company’s issued shares at the

end of the year. B P Marsh, a director of the Company during the year, is also a director of B P Marsh & Company Limited and B P Marsh &

Partners Plc.

R Davidoff, a former director of the Company, is also a director of Davidoff Insurance Brokers Limited and Femi Premium Limited.

Murofo Investments SL and Inversiones Muroca SL are companies associated with Luis Muñoz-Rojas Entrecanales, a director of the Company.

Shareholder loans of £3,000,000 were received in June 2009 to cover the working capital requirements of the Group. The loans are secured

by a debenture over the assets of the Company and bear interest at 14% pa and are repayable in 5 years.

€3,000,000 of loan notes were issued in September 2009 to shareholders who provided the initial funds for the Hendricks & Co GmbH

acquisition that took place on 1 October 2009. The notes are repayable in September 2013 and the interest rate applicable is 13%. The

shareholders have committed to providing an additional €1.5m of funding to the Group in March 2010 on the same terms to fund the

second instalment due in respect of the Hendricks acquisition.

60 HYPERION INSURANCE GROUP

NOTES TO THE FINANCIAL STATEMENTS

28. NOTES TO THE CASH FLOW STATEMENT

2009 2008

GROUP GROUP

(a) ANALYSIS OF CASH FLOW FOR HEADINGS NETTED IN THE CASH FLOW STATEMENT £’000 £’000

Returns on investments and servicing of finance

Interest received 90 267

Interest paid (823) (728)

Preferred dividends paid (13) (332)

Interest element of finance lease payments (12) (16)

Dividends paid to minorities (266) (1,645)

(1,024) (2,454)

Capital expenditure and financial investment

Payments to acquire tangible fixed assets (1,092) (1,389)

Proceeds from sale of tangible fixed assets - 10

(1,092) (1,379)

Acquisitions and disposals

Purchase of subsidiary undertakings - (1,248)

Purchase of intangible assets (note 12) (650) -

Payment of deferred consideration (934) (136)

Purchase of minority shareholdings (note 12) (362) (25,850)

Additional investment in associate (note 15) (71) -

Costs associated with the purchase of subsidiaries (note 12) (279) (206)

Cash acquired on acquisition of subsidiaries - 1,454

Proceeds from shares issued in subsidiaries - 1,981

(2,296) (24,005)

Financing

Defered ‘B’ ordinary shares of £1 each paid up - 1,210

Issue of ordinary shares, net of £853,000 issued in

respect of acquisition (notes 23, 12) 13 21,368

Share issue costs (note 23) - (680)

Purchase of employee benefit trust’s shares (note 23) (333) (91)

(320) 21,807

Shareholder loans received (note 19, note 27) 3,000 -

Issue of new shareholder loan notes (note 20, note 27) 2,736 -

Drawdown of bank loans 1,361 12,603

Bank loan repaid (15) -

Repayment of ‘A’ ordinary redeemable £1 shares - (1,210)

Repayments of loans to third parties - (2,350)

Bank and other loan arrangement costs (181) (3,224)

Repayment of bank loans - (1,070)

Repayment of loan notes - (215)

Capital element of finance leases (62) (62)

6,839 4,472

6,519 26,279

61HYPERION INSURANCE GROUP

NOTES TO THE FINANCIAL STATEMENTS

28. NOTES TO THE CASH FLOW STATEMENT (CONTINUED)

BEGINNING CASH FLOWS NON-CASH END

OF YEAR CHANGES OF YEAR

(b) ANALYSIS OF NET FUNDS - GROUP £’000 £’000 £’000 £’000

Cash in hand and at bank (note 18) 37,097 20,452 - 57,549

Bank overdrafts due within one year (note 19) (310) (211) - (521)

36,787 20,241 - 57,028

Bank loans due within one year (15) 15 - -

Bank loans due after more than one year (12,603) (1,361) - (13,964)

Shareholder loans - (3,000) - (3,000)

Shareholder loan notes - (2,736) - (2,736)

Bank and loan arrangement costs 2,902 181 (658) 2,425

Finance leases (195) 62 (13) (146)

Other debt due after more than one year (100) - - (100)

26,776 13,402 (671) 39,507

Non cash changes

The Group entered into new finance leases in respect of computer hardware with total capital value at inception of £13,000 (2008 - £178,000).

29. POST BALANCE SHEET DATE EVENTS

On 1 October the Group acquired a 75% interest in Hendricks & Co GmbH, the leading D&O insurance broker in Germany for €7,000,000

of which €4,500,000 is funded via shareholder loan notes. The remainder of the purchase price is due in March 2011 and March 2012. Final

consideration is dependent upon the performance of the business over the next two and a half years.

The Group is currently in negotiations to sell its interest in JK Buckenham Limited to a third party which would manage that Company in

run-off and return a percentage of recoveries to the Group. The sale is expected to complete by 31 December 2009.

The Group is in the process of obtaining approval for its licence in Singapore and has recently opened a Dual office in Ireland.

30. CONTINGENT LIABILITIES

At 30 September 2009 the Group had contingent liabilities in respect of guarantees and indemnities entered into as part of the ordinary course

of the Group’s business. No material losses are likely to arise from such contingent liabilities and therefore no provision has been recorded.

The Group is involved from time to time in the ordinary course of its business in certain claims and legal proceedings related to the Group’s

operations, including employment-related matters. In the opinion of management, liabilities, if any, arising from these claims and proceedings

will not have a material adverse effect on the Group’s consolidated financial position or the results of its operations.

The Group analyses its litigation exposure based on available information, including external legal consultation, where appropriate, to assess

its potential liability. The Group has accordingly made no provision in the financial statements.

62 HYPERION INSURANCE GROUP

HYPERION CONTACT DETAILS

HEAD OFFICE

HYPERION INSURANCE GROUPLIMITEDBevis Marks House24 Bevis MarksLondon EC3A 7JBUnited Kingdom

Tel: +44 (0)20 7398 4888Fax: +44 (0)20 7645 9398Email: [email protected]: www.hyperiongrp.com

BROKING OFFICES

HOWDEN INSURANCEBROKERS LIMITED (LONDON)Bevis Marks House24 Bevis MarksLondonEC3A 7JBUnited Kingdom

Tel: +44 (0)20 7623 3806Fax: +44 (0)20 7623 3807enquiries@howdeninsurancebrokers.co.ukwww.howdeninsurancebrokers.co.uk

HOWDEN INSURANCEBROKERS LIMITED(LEEDS)1200 Century WayThorpe Park Business ParkColtonLeedsUnited Kingdom

Tel: +44 (0)113 251 5011Fax: +44 (0)113 251 5100Email: [email protected]: www.howdenpro.com

HOWDEN INSURANCEBROKERS OYKalevankatu 20, 2nd floorFI-00100 HelsinkiFinland

Tel: + 358 (9) 2513 7500Fax: + 358 (9) 6220 0130Email: [email protected]: www.howdenins.com

HOWDEN INSURANCEBROKERS ABNybrogatan 27S -114 39 StockholmSweden

Tel: +46 8 545 670 20Fax: +46 8 667 29 10Email: [email protected]: www.howden.se

HOWDEN INSURANCEBROKERS (2002) LIMITED2 Habarzel StreetRamat HaChayalTel-Aviv 69710Israel

Tel: +972 3 627 0700Fax: +972 3 760 2618Email: [email protected]: www.howden.co.il

HOWDEN INTERNATIONALUNDERWRITERS GENERALINSURANCE AGENCY (2009)2 Harbarzel StreetRamat HaChayalTel-Aviv 69710Israel

Tel: +972 3 627 0700Fax: +972 3 760 2618Email: [email protected]: www.howden.co.il

HOWDEN IBERIA SA (MADRID)C/Casado del Alisal, 1028014 MadridSpain

Tel: +34 (0)91 429 9699Fax: +34 (0)91 369 2182Email: [email protected]: www.howdeniberia.com

HOWDEN IBERIA SA (BARCELONA)C/Aragón, 264, 1º- 3ª08007 BarcelonaSpain

Tel: + 34 (0)93 488 0937Fax: + 34 (0)93 488 0763Email: [email protected]: www.howdeniberia.com

HOWDEN IBERIA SA(VALENCIA)C/Don Juan de Austria, 4 - 5º puerta 15946002 ValenciaSpain

Tel: + 34 (0)96 351 8305Fax: + 34 (0)96 351 8610Email: [email protected]: www.howdeniberia.com

HOWDEN IBERIA SA(SEVILLE)C/Progreso N39 - Local41013 SevillaSpain

Tel: + 34 (0)954 296 122Fax: + 34 (0)954 623 824Email: [email protected]: www.howdeniberia.com

HOWDEN INSURANCE BROKERSINDIA PRIVATE LIMITED(MUMBAI)The Bombay Dyeing Administrative OfficeGround FloorPandurang Budhkar Marg, WorliMumbai 400 025India

Tel: +91 (0)22 6655 8888/00Fax: +91 (0)22 6654 8833Email: [email protected]: www.howdenindia.com

HOWDEN INSURANCE BROKERSINDIA PRIVATE LIMITED(NEW DELHI)305,46 Dohil ChambersNehru PlaceNew Delhi 110 019 IndiaIndia

Tel: +91 (0)11 4655 8010Fax: +91 (0)11 4655 8020Email: [email protected]

HOWDEN INSURANCE BROKERSINDIA PRIVATE LIMITED (CHENNAI)Abacus Business CentreUnit No 10, Raja Annamalai Building72 Marshalls RoadEgmore, Chennai 600 08India

Tel: +91 (0)11 442858 6921Email: [email protected]

63HYPERION INSURANCE GROUP

HYPERION CONTACT DETAILS

HOWDEN INSURANCE BROKERSINDIA PRIVATE LIMITED (BANGALORE)No S -4 BPMP Khata No 1221203rd Floor Monarch ChambersInfantry RoadBangalore 560 001India

Tel: +91 (0)80 658 32972Email: [email protected]

HOWDEN INSURANCE BROKERSINDIA PRIVATE LIMITED(HYDERABAD)6-3-550, 4th Floor, LB BhavanOpp. Medinova Diagnostic ServicesSomajiguda, Hyderabad 500 082India

Tel: +91 (0)40 3048 4004Fax: +91 (0)40 2339 2464Email: [email protected]

HOWDEN INSURANCE BROKERS LLCOffice No 301,304,305Al Nasr Plaza BuildingNear Al Nasr ClubOud MethaDubai

Tel: +971 4 357 3835Fax: +971 4 357 3892Email: [email protected]

HOWDEN ASIA (HONG KONG)LIMITEDUnit 3328 33/FChina Merchants Tower168 Connaught RoadCentralHong Kong

Tel: +852 98361061Email: [email protected]

HOWDEN ASIA PTE LTD#24-08CPF Building79 Robinson RoadSingapore 068897Singapore

Tel: +852 98361061Email: [email protected]

HOWDEN INSURANCE BROKERS INC(BALTIMORE)37 Walker AvenueSuite 200BaltimoreMD.21208United States

Tel: +1 410 486 2400Fax: +1 410 486 2998Email: [email protected]: www.howdenbrokers.com

HOWDEN INSURANCE BROKERSLIMITED (TAIWAN BRANCH)Floor 11, Room 218No.51 Hengyang RoadJhongjheng DistrictTaipeiTaiwan

Tel: +886 2 2313 1188Email: [email protected]

HOWDEN CORRETORA DERESSEGUROS LTDA.Avenida Luís Carlos Prestes, 180Sala 351Rio de Janeiro, Rio de Janeiro 22775-055Brazil

Tel: +55 (21) 2112 4628Email: [email protected]

VK HOWDEN LLC TRADING ASHOWDEN INSURANCE LLC(MIAMI)9100 S.Dadeland BlvdDatran 1-Suite 1500MiamiFlorida 33156United States

Tel: +1 (786) 497 7042Fax: +1 (786) 228 0521Email: [email protected]: www.vkhowden.com

HENDRICKS & CO GMBHArnheimer Straße 14240489 DüsseldorfGermany

Tel: +49 211 940 830Fax: +49 211 940 8383Email: [email protected]

HENDRICKS & CO GMBH Jungfernstieg 120095 HamburgGermany

Tel: +49 40 767 94760Fax: +49 40 767 94769Email: [email protected]

HENDRICKS & CO GMBH Maximilianstraße 2280539 MünchenGermany

Tel: +49 89 1799790Fax: +49 89 179977Email: [email protected]

UNDERWRITING OFFICES

DUAL INTERNATIONAL LIMITEDBevis Marks House24 Bevis MarksLondonEC3A 7JBUnited Kingdom

Tel: +44 (0)20 7337 9888Fax: +44 (0)20 7398 4801Email: [email protected]: www.dualinternational.com

DUAL AUSTRALIA PTY LTD(SYDNEY)Level 4332 Kent StreetSydneyNSW 2000Australia

Tel: +61 (0)2 9248 6300Fax: +61 (0)2 9248 6301Email: [email protected]: www.dualaustralia.com.au

DUAL AUSTRALIA PTY LTD(MELBOURNE)Level 11454 Collins StreetMelbourneVIC 3000Australia

Tel: +61 (0)3 8611 3500Fax: +61 (0)2 9248 6301Email: [email protected]: www.dualaustralia.com.au

64 HYPERION INSURANCE GROUP

HYPERION CONTACT DETAILS

DUAL AUSTRALIA PTY LTD(PERTH)177 Oxford StreetLeedervilleWA 6007Australia

Tel: +61 (0)8 9443 1445Fax: +61 (0)2 924806301Email: [email protected]: www.dualaustralia.com.au

DUAL AUSTRAILIA PTY LTD(BRISBANE)Level 7127 Creek StreetBrisbane QLD 4000Australia

Tel: +61 (0) 73218 2728

DUAL ASIA HONG KONG45/F The Lee Gardens33 Hysan AvenueCauseway BayHong Kong

Tel: +852 3180 2248Fax: +852 3180 1732Email: [email protected]

DUAL DEUTSCHLAND GMBHSchanzenstr. 3551063 KölnGermany

Tel: +49 (0)221 16 80 26-0Fax: +49 (0)221 16 80 26-66Email: [email protected]: www.dualdeutschland.com

DUAL ITALIA S.P.AVia Santa Maria Fulcorina, 2020123 MilanoItaly

Tel: +39 02 72 08 05 97Fax: +39 02 72 08 05 92Email: [email protected]: www.dualitalia.com

DUAL IBÉRICA RIESGOSPROFESIONALES SAUC/Alfonso XII, 32, 128014 MadridSpain

Tel: +34 91 369 1258Fax: +34 91 429 5925Email: [email protected]: www.dualiberica.com

DUAL IBERICA RIESGOSPROFESIONALES S.A.U.Balmes Business CentreC/Balmes, 188, 7°, 1ª08006 BarcelonaSpain

Tel: +34 91 369 1258Fax: +34 91 429 5925Email: [email protected]

DUAL CORPORATE RISKS LIMITED(LONDON)4th Floor140 Leadenhall StreetLondonEC3V 4QTUnited Kingdom

Tel: +44 (0)20 7337 9888Fax: +44 (0)20 7337 9889Email: [email protected]: www.dualcorporaterisks.com

DUAL CORPORATE RISKS LIMITED(MANCHESTER)Barnett House53 Fountain StreetManchester M2 2ANUnited Kingdom

Tel: +44 (0)161 233 7150Fax: +44 (0)161 233 7160Email: [email protected]: www.dualcorporaterisks.com

DUAL CORPORATE RISKS LIMITED(IRISH BRANCH)Glandore Business CentreGO1, 33 Fitzwilliam SquareArthur StreetDublin 2Ireland

Tel: +353 (0) 1 699 4640Email: [email protected]

CFC UNDERWRITING LIMITED2nd Floor85 Gracechurch StreetLondonEC3V 0AA United Kingdom

Tel: +44 (0) 207 220 8500Fax: +44 (0) 207 220 8501Email: [email protected]: www.cfcunderwriting.com

VK UNDERWRITERS LLC80 SW StreetSuite 2068Floor 20Miami FL 33130United States

Tel: +1 (786) 275 3233Fax: +1 (786) 228 0521Email: [email protected]: www.vk-ow.com

VK UNDERWRITERS (BUENOS AIRES)Basavilbaso 1350(C1006AAD)Buenos AiresArgentina

Tel: +54 11 5258 7178Web: www.vk-uw.com

VK UNDERWRITERS (BOGOTA)Carrera 18 No. 86a-14Oficina 305BogotaColombia

Tel: +571 638 6178Fax: +571 616 3030Email: [email protected]: www.vk-uw.com

VK UNDERWRITERS INC (SAN JUAN)Atrium Office Center530 Avenue de las ConstitucionSan JuanPR 00901 - 2304

Tel: +1 787 708 6376Web: www.vk-uw.com

VK UNDERWRITERS (MEXICO)Avenida Presidente Masaryk III – Piso 1Colonia PolancoMexico DF, 11560Mexico

Tel: +52 (55) 1168 9737Fax: +52 (55) 3300 5999

Working together to create the Group of the future.

HYPERION INSURANCE GROUP LIMITEDBevis Marks House24 Bevis Marks

London EC3A 7JBTel: +44(0)20 7398 4888Fax: +44(0)20 7645 9398

Email: [email protected]: www.hyperiongrp.com