Protector Forsikring — Proxy Solicitation & Information Statement 2026

Mar 18, 2026

To the shareholders of Protector Forsikring ASA

PROTECTOR forsikring

Notice of General Meeting 9 April 2026

Notice is hereby given that the General Meeting of Protector Forsikring ASA will be held at the company's premises at Filipstad Brygge 1, Aker Brygge, Oslo.

Thursday 9 April 2026 at 16:00 CEST

The Chairman of the Board of Directors Jostein Sørvoll will open the meeting, ref. the Public Limited Liability Companies Act Section 5-12 (1), and will register the shareholders present in person or by proxy, ref. Public Limited Liability Companies Act Section 5-13.

The Board of Director's has proposed the following agenda:

1. Election of chairperson of the meeting and two other meeting participants to sign the minutes of the meeting jointly with the chairperson

The Board recommends the election of Jostein Sørvoll as chairperson.

1. Approval of the notice and agenda for the meeting

2. Approval of the annual report and accounts 2025, including allocation of the profit for the year

3. Remuneration of executive personnel

4.1 Approval of the board's guidelines for determining salaries and other remuneration to executive personnel.

In line with the Public Limited Liability Companies Act § 6-16a (2) and the Regulations on guidelines and report on remuneration to executive personnel, the Board has prepared guidelines for the remuneration of executive personnel in Protector Forsikring ASA. The guidelines are available at www.protectorforsikring.no

Pursuant to Section 6-16a (5) of the Public Limited Companies Act, the guidelines shall be reviewed and approved by the General Meeting upon any significant change and at least every four years. The guidelines were last approved by the General Meeting in 2022, and no significant changes are proposed.

The Board proposes that the General Meeting makes the following resolution:

The General Meeting approved guidelines for determining remuneration to executive personnel in Protector Forsikring ASA, as proposed by the Board.

4.2 Advisory vote on report on salaries and other remuneration to executive personnel (2025)

In line with the Public Limited Liability Companies Act § 6-16b (2) and associated regulations, the Board has prepared a report on salaries and other remuneration to executive personnel. The remuneration report, Remuneration Report for executive personnel 2025, is available at www.protectorforsikring.no.

The Board proposes that the General Meeting makes the following resolution:

The General Meeting takes note of the Remuneration Report for executive personnel 2025.

1. Statement of corporate governance

The statement is included in the annual report, see page 38.

1. Election of member the Board, chair of the Board and deputy chair of the Board

Reference is made to the nomination committee's recommendation of 13 March 2026 available at www.protectorforsikring.no.

1. Election of chair and member of the Nomination Committee

Reference is made to the nomination committee's recommendation of 13 March 2026 available at www.protectorforsikring.no.

1. Approval of remuneration to the members of the Board of Directors and the board subcommittees

Reference is made to the nomination committee's recommendation of 13 March 2026 available at www.protectorforsikring.no.

1. Approval of remuneration to the members of the Nomination Committee

Reference is made to the nomination committee's recommendation of 13 March 2026 available at www.protectorforsikring.no.

1. Approval of remuneration to the auditor

Remuneration to the auditor for audit carried out in 2025 is provided in note 6.1 in the company's annual accounts.

The Board proposes that the General Meeting approves the remuneration to the auditor.

1. Authorisation from the General Meeting to the Board for acquisition of own shares

The Board proposes that the General Meeting issues a new authorisation for acquisition of own shares. The motivation for asking the General Meeting for such new authorization is to allow the Board to optimize the Company's capital structure through buyback of shares and possible subsequent cancellation of shares or sale of own shares in any way the Board of Directors find appropriate.

The authorisation is limited to an acquisition of up to 10% of the total number of shares in Protector Forsikring ASA.

The Board proposes the following resolution:

(a) The General Meeting of shareholders of Protector Forsikring ASA hereby authorises the Board to let the Company acquire up to 10% (8,250,000 shares) of the total shares of Protector Forsikring ASA with a total nominal value of NOK 8,250,000 in the market.

(b) Such purchases shall be at such times and at such prices as the Board determines from time to time, provided however, that the purchase price per share shall not be less than NOK 1 and not more than NOK 750.

(c) Shares acquired pursuant to this proxy, or earlier proxies can be used for cancellation or be sold in any way the Board finds appropriate.

(d) The authorisation is valid until the Annual General Meeting in 2027, but no longer than until 30 June 2027.

1. Authorisation to the Board of Directors to increase share capital through issue of new shares

The Board proposes that the General Meeting issue a new authorisation to increase share capital through the issue of new shares.

The reason for this proposal is that the authorisation will simplify procedures if it should prove desirable to further develop Protector's core businesses by acquiring companies in return for consideration in the form of issue of new shares or by otherwise increasing share capital by means of private or public placings.

The Board of Directors proposes the following resolution, cf. sections 10-14 to 10-19 of the Public Limited Liability Companies Act:

---

PROTECTOR forsikring

The Board of Directors is authorised to increase share capital through the issue of new shares with an aggregate nominal value of up to NOK 8,250,000, divided on 8,250,000 shares, each with a nominal value of NOK 1. This authorisation may be used for one or more share issues.

The Board of Directors may decide to deviate from the pre-emptive right of shareholders to subscribe for shares pursuant to section 10-4 of the Public Limited Liability Companies Act.

The Board of Directors may decide that payment for the shares shall be effected in assets other than cash, including by way of set-off or the right to subject the company to special obligations pursuant to section 10-2 of the Public Limited Liability Companies Act.

The authorisation also applies to decisions to merge pursuant to section 13-5 of the Public Limited Liability Companies Act.

The authorisation is valid until the Annual General Meeting in 2027, but no longer than until 30 June 2027.

13. Authorisation to the Board to raise subordinated loans and other external debt financing

The Board proposes that the General Meeting issue a new authorisation to raise subordinated loans or other external debt financing. Such authorisation will simplify the process of optimizing the company's capital structure.

The Board proposes the following resolution:

The Board is in the period below authorised to raise subordinated loans and other external debt financing limited upwards to MNOK 3,500 and on the conditions set by the Board.

The authorisation is valid until the Annual General Meeting in 2027, but no longer than until 30 June 2027.

14. Authorisation to the Board to decide the distribution of dividends

The Board proposes that the General Meeting issue a new authorisation to distribute dividends. Such authorisation is conditional on the company having a dividend capacity pursuant to the last approved annual accounts.

An authorisation to the Board to distribute dividends will give the company flexibility and mean that the company, based on dividend capacity in accordance with the most recently approved annual accounts, can distribute several dividends without having to convene an extraordinary General Meeting.

Within the limits that follows from the authorisation and the Public Limited Liability Companies Act, the Board decides whether the authorisation is to be used, whether it is to be used one or more times, the size of the individual dividend payment, etc.

The Board proposes the following resolution:

The Board is authorised to make decisions about the distribution of dividends on the basis of the company's annual accounts for 2025, cf. the Public Limited Liability Companies Act § 8-2 (2), in line with the adopted capital strategy and dividend policy.

The authorisation is valid until the Annual General Meeting in 2027, but no longer than until 30 June 2027.

---

The company has issued in total 82,500,000 shares of which the company as per the date of the notice owns 65,173 own shares. The company cannot exercise its vote on its own shares. Except for these shares, each share has one vote.

Only those who are shareholders in the Company five working days before the general meeting, i.e. on 30 March 2026 (the Registration Date), have the right to participate and vote at the general meeting, cf. the Public Limited Liability Companies Act § 5-2. A shareholder who wishes to participate and vote at the general meeting must be registered in the shareholder register (VPS) on the Registration Date or have reported and confirmed the acquisition as of the Registration Date. Shares acquired after the Registration Date do not give the right to participate and vote at the general meeting.

Shareholders who wish to attend must report this as soon as possible by registering electronically or through the registration form no later than Tuesday 7 April 2026 at 12.00 (CEST):

Shareholders may meet by proxy with a written power of attorney. In case of in Blanco powers of attorney the company will appoint the chairman of the board or a person he nominates. Powers of attorney should be sent to the company by 7 April 2026 at 12:00 (CEST) at the latest. This to ease the conduct of the General Meeting.

According to the Public Limited Liability Companies Act § 5-8, shareholders generally have the right to participate electronically at General Meetings. Shareholders who wish to participate electronically must register electronically or through the attached registration form no later than 7 April 2026 at 12:00 (CEST). Practical matters related to such participation is described in the registration form and on the company's website.

Attached is the registration and proxy form.

Pursuant to the Public Limited Liability Companies section 5-15 shareholders are entitled to require information regarding matters that may influence on their assessment of matters that the board has suggested to be dealt with by the General Meeting, and the company's financial position and other matters to be discussed in the General Meeting, unless information required cannot be disclosed without being disproportionately detrimental to the company.

In accordance with Article 2-8, of the Articles of Association, the Board of Directors has decided that documents concerning matters to be considered at the General Meeting shall be made available on the company's website instead of being sent out with the notice of the General Meeting. This also applies to documents which by law shall be enclosed with or attached to the notice of the General Meeting. A shareholder is nonetheless entitled to request that the documents be sent to him or her free of charge, upon request to the company. Information regarding how shareholders can have the documents sent to them may be found at www.protectorforsikring.no.

This notice, registration form, power of attorney, the annual report for 2025, the guidelines for salary and other remuneration, the remuneration report 2025, the nomination committee's proposals, and the articles of association are available on the company's website: www.protectorforsikring.no

Oslo, 18 March 2026

On behalf of the Board of Directors of Protector Forsikring ASA

Jostein Sørvoll
Chair of the Board