Montpelier Re Files Registration Statement at Shareholders’ Request

June 9, 2003

Montpelier Re Holdings announced that it has filed a Registration Statement with the Securities and Exchange Commission, at the request of shareholders for the sale of up to 5.4 million shares of its common stock.

The Bermuda-based reinsurer was established by White Mountains and Benfield in 2001, following the Sept. 11 attacks.

The company stressed that “Montpelier will not be selling any common shares in connection with the requested registration and will not receive any proceeds from any offering.” The announcement identified the following entities, and various associated entities, as those requesting the registration:
— Cypress Merchant B Partners II (Cayman) L.P.,
— DLJMB Overseas Partners III LP,
— Vestar AIV Holdings A L.P.,
— Gilbert Global Equity Partners (Bermuda), L.P.

It also indicated that although the Registration Statement covers an aggregate of 5,400,000 common shares, “the ultimate size of any offering may change depending upon whether other eligible shareholders promptly elect to participate in the registration, as well as market conditions.” It also includes “the common shares subject to the option anticipated to be granted to the underwriters to cover over-allotments.”

The announcement said, the “shareholders’ request is being made pursuant to the terms of the Shareholders Agreement among Montpelier and shareholders that invested in Montpelier at its formation in 2001. Under the Shareholders Agreement, the requesting shareholders may revoke their request prior to effectiveness of the Registration Statement.”

The announcement further noted that no sales could be made until the Registration Statement becomes effective, and that the release of the news does “not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the common shares in any state in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.”

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