Protector Forsikring

Transaction in Own Shares • Jul 23, 2018

Contemplated offer to acquire shares in Protector Forsikring ASA and a trading update on the investment portfolio

Contemplated offer to acquire shares in Protector Forsikring ASA and a trading update on the investment portfolio

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS COMMUNICATION

Protector Forsikring ASA has engaged Nordea Bank AB (publ), filial i Norge and Pareto Securities AS (the "Managers") to explore the opportunity to acquire own shares up to approximately NOK 150 million (which is expected to equal about 3.5 per cent of the share capital) in Protector Forsikring ASA "the Company"), but with the possibility for Protector Forsikring ASA at its discretion to decrease the amount and number of shares (the "Offer").

The Company recently reported results for 2Q18, including updated financial targets. Based on the expectations of reduced growth in premiums, the Company is currently overcapitalised. Hence, the contemplated share buy-back is a part of adjusting the capital base. Following the buy-back, the Company will be well capitalised for its operations.

The Offer is carried out through a book building process. The Managers will gather and accumulate sales orders from existing shareholders. All existing shareholders are invited to offer shares at a price level defined by the selling shareholder by contacting the managers, cf contact details. Once a sales order is placed, it cannot be withdrawn by the selling shareholder and the selling shareholders are bound to sell the offered shares to the Company on the offered terms if and at such time the offer is accepted by Protector Forsikring ASA, at its sole discretion For all selling shareholders the purchase price will be set at a level representing a satisfactory price and offering volume. The purchase price will be identical for all selling shareholders. The book building process commences immediately, and is expected to close [no later than] at 18:00 CET, 24 July 2018. The book building period can be closed earlier or extended at the Managers' own discretion.

If an acquisition is to be completed, pricing and allocation will follow shortly thereafter. Based on the above closing time, allocation is expected to be made on 24 July 2018, and settlement is expected to take place on 26 July 2018. If the bookbuilding period is extended, the dates will be postponed correspondingly.

In the event that the total number of received acceptances exceeds NOK 150 million (or such decreased amount the Company wishes to purchase), the Company will determine criteria for the allocation of the acceptances in accordance with the best interest of the Company and principles of equal treatment of the shareholders. Protector Forsikring ASA reserves the right to, at any time, terminate and not complete the Offer or make any amendments with regard to the volume* or other terms of the Offer.

*Only reductions according to the above.

For shareholders wishing to participate in the Offer, please contact: Nordea Bank AB (publ), filial i Norge - Tel: +47 22 48 77 11 or Pareto Securities AS - Tel: +47 22 87 87 50.

Trading update on the investment portfolio

For sake of good order, an update on the development of the investment portfolio is given. Protector Forsikring ASA has accepted a bid on the company's shares in the non-listed company Compusoft. The transaction has not been closed, however if succeeded, it will give a profit of 61 MNOK in Q3 2018. There have been large movements in the stock prices for some of our equity investments after the Q2-reporting. Schibsted has had a positive development, while XXL and Zooplus have both had negative development. The bond portfolio has had minor movements so far in the quarter. In total, Protector's investment portfolio has had a good start in the quarter, despite the fact that the results are somewhat behind Oslo Stock Exchange year to date.

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

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The Offer and the distribution of this announcement and other information in connection with the offer may be restricted by law in certain jurisdictions. Protector Forsikring ASA does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. The offer is not being made directly or indirectly in, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America, its territories and possessions, any State of the United States and the District of Columbia (the "United States"). This includes, but is not limited to, facsimile transmission, internet delivery, e-mail, telex and telephones. Accordingly, copies of this release and any related documents are not being, and must not be, mailed, e-mailed or otherwise distributed or sent in or into the United States and so doing may invalidate any purported acceptance.