5 March 2014

Helios Underwriting plc

("HUW" or the "Company")

Members' Agent's Agreements

In recent years, the Company has acquired a number of limited liability underwriting vehicles ("LLVs") and consequently its underwriting capacity has grown to approximately £20 million.  As a result of these acquisitions, the Company inherited a number of individual members' agency agreements with Hampden Agencies Ltd ("HAL").  Under these arrangements, separate fees were charged to each individual vehicle, together with a profit commission on a sliding scale from 1% of net profit (where the net profit was 1%) up to a maximum of 10% of net profit (where the net profit was 10% or more).  Having consolidated the ownership of the LLV's, the Company has been able to benefit from the common ownership provisions set out in HAL's fee structure.  With effect from 1 January 2014, the Company has agreed with HAL an annual fee based purely on underwriting capacity and calculated as £50,000 plus 0.2% of underwriting capacity in excess of £10 million; based on the Company's current 2014 underwriting capacity, this would amount to a total HAL fee for 2014 of approximately £70,000.  Under the previous fee arrangements, the fee payable in relation to the Company's current 2014 capacity would have been approximately £95,000, excluding the profit commission which for each of the 2011 and 2012 underwriting years is estimated to be in the order of £50,000 (an estimate for 2013 is not yet available).

HAL is deemed to be a related party of the Company as its parent company, Hampden Capital plc (which owns 100% of HAL's ordinary shares), holds approximately 12% of the Company's ordinary shares.  The Company's directors (with the exception of Jeremy Evans who is a director of, and has an interest in a small shareholding (under 1%) in, Hampden Capital plc and Nigel Hanbury who is a small shareholder (under 1%) in Hampden Capital plc) consider, having consulted with its nominated adviser, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.

About Helios Underwriting

HUW provides a limited liability direct investment into the Lloyd's insurance market and is quoted on the London Stock Exchange's AIM market (ticker: HUW). For further information please visit www.huwplc.com.