Protector Forsikring

Share Issue/Capital Change • May 30, 2010

Protector Forsikring announces voluntary cash offer to acquire 100% of the shares in Unison Forsikring ASA

Oslo, Norway; May 30, 2010 - Protector Forsikring ASA

("Protector Forsikring" or "Protector") today

announces the intention to launch a voluntary public

cash offer (the "Voluntary Offer") for all

outstanding shares in Unison Forsikring ASA ("Unison

Forsikring" or "Unison") at NOK 11.00 in cash per

existing share.

The offer price will be reduced to reflect the

dilutive effect of the proposed rights issue in

Unison of minimum NOK 25 million and maximum NOK 47.4

million (of which NOK 25 million has been

underwritten) at a subscription of NOK 7.00 per

share. The price to be paid by Protector shall

accordingly be the theoretical ex-rights price

("TERP") i.e. equal to the new blended share price

comprising the market value of the existing shares

(NOK 11 * 11,276,749) plus the gross proceeds of the

rights issue, divided by the new total number of

shares. The Voluntary Offer will include the new

shares to be issued in the proposed rights issue and

accordingly implies an offer price of NOK 10.04 per

share given minimum rights issue and an offer price

of NOK 9.50 per share given maximum rights issue.

The offer price on existing shares represents a total

consideration of approx. NOK 124 million for all

currently outstanding shares in Unison Forsikring and

represents a premium of 48.8 percent compared to the

last trade on 28 May 2010, the last trading day prior

to this announcement, and a premium of 38 percent

compared to the volume weighted average trading price

in the 20 days period ending 28 May 2010.

The complete details of the Voluntary Offer,

including all terms and conditions, will be contained

in the offer document. The offer document will be

submitted to Oslo Børs for approval in due course.

The offer document is expected to be sent to the

shareholders in Unison Forsikring at the start of the

offer period.

The Voluntary Offer will not be made in any

jurisdiction in which the making of the offer would

not be in compliance with the laws of such

jurisdiction.

The completion of the Voluntary Offer will be subject

to the conditions summarised below, each one of which

may be waived wholly or in part (with the exception

of conditions b and e) by Protector Forsikring:

a) Minimum Acceptance. Protector shall have

received acceptances for more than 90 per cent of the

shares outstanding in Unison Forsikring immediately

following completion of the rights issue on or prior

to the expiry of the acceptance period for the

Voluntary Offer. Protector will, however, consider to

complete the Voluntary Offer provided it has received

acceptances for more than 67 per cent.

b) Governmental Approvals. The transaction is

approved by the Norwegian Competition Authorities and

the Financial Supervisory Authority of Norway

(the "FSA") or, if the FSA refers the transaction to

the Norwegian Ministry of Finance, by the Norwegian

Ministry of Finance, on terms satisfactory to

Protector.

c) Conduct of Business. Unison Forsikring or its

subsidiaries shall in the period from [·] until

completion of the Voluntary Offer (i) have been

conducting its business in the ordinary course, (ii)

not have issued or resolved or committed to issue

shares (other than pursuant to the rights issue),

warrants, convertible bonds or any other securities

convertible into or exchangeable for shares, and

(iii) not have made or resolved to make any

distributions to its shareholders.

d) Due diligence. A confirmatory due diligence

investigation of Unison Forsikring and its business

has been carried out with a result satisfactory to

Protector in its sole discretion.

e) Board of Representatives. Approval of the

Voluntary Offer by the Board of Representatives

(Nw: "Representantskapet") of Protector.

f) No Company Specific Material Adverse Change

("MAC"). That no MAC has occurred until the Final

Date. A MAC is any event which materially and

adversely affects the assets, earnings or solvency of

Unison Forsikring, provided however that the effects

of the following events shall not be deemed to be a

Material Adverse Change: (1) any event which has not

affected Unison Forsikring disproportionately

relative to other similar businesses in the industry

in which Unison operates; (2) change or instability

in the securities trading or financial markets or

systems or changes in analysts' forecasts (as

distinct from actual results) with respect to Unison;

(3) any outbreak or escalation of hostilities, war,

act of terrorism, natural disasters, declaration of

emergency or martial law or other similar calamity or

crisis or event or any change or development

involving a prospective change in national or

international political, financial, economic,

monetary or market conditions or currency exchange

rates or controls; and (4) any event arising as a

result of the Voluntary Offer or completion thereof

or any act of Protector Forsikring.

With respect to condition (d) above, Protector's

intention is to complete its due diligence

investigations prior to the expiry of the offer

period, provided timely access to sufficient

information and resources at Unison Forsikring.

The acquisition of Unison Forsikring implies that the

joint company will have pro forma gross premium

written of approximately NOK 1.2 billion in 2009. An

acquisition of Unison Forsikring will be

operationally and financially sound for Protector,

and there is a particularly good match within the

Affinity-programs. It is expected that the companies

together will be able to realise significant cost

synergies, and create greater value for customers and

shareholders.

Shareholders representing approximately 25.6 per cent

of Unison Forsikring's outstanding shares have agreed

to accept the Voluntary Offer pursuant to pre-

acceptances on ordinary market terms.

Carnegie ASA acts as financial adviser to Protector

in connection with the transaction.

For further information, please contact:

Protector Forsikring ASA

Sverre Bjerkeli

CEO

+47 928 38 072

Carnegie ASA

Telephone: +47 22 00 93 20

About Protector Forsikring ASA

Protector Forsikring is a Norwegian insurance company

which offers general insurance products to both the

retail and the commercial market, in addition to the

public sector. The company has three target segments:

- The commercial market. The company targets

affinity programs for small corporates, in addition

to medium-sized and large companies within the trade

and industry segment. All insurance agreements are

distributed through insurance brokers.

- Municipal - public sector. The company is one

of the market leaders with approximately 164

municipalities on its customer list.

- Change of ownership insurance. Market leading

within the change of ownership insurance, where

Protector Forsikring covers the seller's liability in

connection with material defects on real estate

according to Norwegian law on disposal of real estate

(Nw: avhendingsloven). The change of ownership

insurance is distributed through real estate brokers.

In 2009, Protector Forsikring generated gross premium

written of NOK 871.4 million and had a profit after

tax of NOK 193.4 million. As of 31.12.2009, the total

balance was NOK 1,972.9 million, of which the book

equity was NOK 562.7 million. The company has

approximately 100 employees.

A vital part of Protector's business idea is cost

leadership within selected segments.

For further information, see

www.protectorforsikring.no.

About Unison Forsikring ASA

Unison Forsikring ASA is a Norwegian non-marine

insurance company that offers insurance products for

private individuals, organisations and companies. The

company offers tailor-made insurance solutions for

organisations and associations and their members. The

company was incorporated in 2001 as Bluewater

Insurance ASA and changed its name to Unison

Forsikring ASA in February 2009 to signify that with

effect from 2009 the company focuses solely on non-

marine insurance.

Unison Forsikring operates in the market for

membership insurance products which include both

member organisations and commercial businesses. The

company offers insurance products designed for

clearly defined customer groups primarily through

collaboration with agents, brokers and other relevant

intermediaries.

In 2009, Unison Forsikring generated gross premium

written of NOK 334.8 million and had a profit after

tax of NOK (12.6) million. As of 31.12.2009, the

total balance was NOK 1,021 million, of which the

book equity was NOK 126 million. The company has

approximately 30 employees. For further information,

see www.unisonforsikring.no.