Protector Forsikring

Share Issue/Capital Change • May 21, 2015

PROTCT - Protector Forsikring ASA contemplates a sale of treasury shares/own shares in Protector Forsikring ASA

PROTCT - Protector Forsikring ASA contemplates a sale of treasury shares/own shares in Protector Forsikring ASA

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DISSEMINATION IN OR INTO THE UNITED STATES OF

AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,

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PROTCT - Protector Forsikring ASA contemplates a

sale of treasury shares/own shares in Protector

Forsikring ASA

Oslo, 21 May 2015: Protector Forsikring ASA

("Protector", ticker "PROTCT") contemplates a sale

of approximately 3.57 million treasury shares in

Protector, representing approximately 4.1% of the

share capital and voting rights in Protector

(the "Sale") as a way of increasing the solidity

ahead of the planned entry into the UK. The

potential Sale will be conducted by way of an

accelerated book built offering to institutional and

other professional investors only.

The bookbuilding process will commence immediately

following the publication of this announcement and

may be closed at short notice. A further

announcement will be made following pricing of the

Sale.

Nordea Markets is engaged as sole bookrunner in the

transaction.

For further queries, please contact:

Sverre Bjerkeli, CEO

Tel: +47 928 38 072

This information is subject to the disclosure

requirements pursuant to sections 4-2 and 5-12 of

the Norwegian Securities Trading Act.

Important Notice

These materials are not an offer for sale of

securities in the United States. The Shares (as

defined below) have not been, and will not be,

registered under the U.S. Securities Act of 1933, as

amended (the "Securities Act") and may not be sold

in the United States absent registration with the

United States Securities and Exchange Commission or

an exemption from registration under the Securities

Act. There will not be a public offering of the

Shares in the United States.

This announcement is not an offer of securities or

investments for sale nor a solicitation of an offer

to buy securities or investments in any jurisdiction

where such offer or solicitation would be unlawful.

No action has been taken that would permit an

offering of the securities or possession or

distribution of this announcement in any

jurisdiction where action for that purpose is

required. Persons into whose possession this

announcement comes are required to inform themselves

about and to observe any such restrictions. Any

failure to comply with these restrictions may

constitute a violation of the securities laws of any

such jurisdiction.

In member states of the European Economic Area

("EEA") which have implemented the Prospectus

Directive (each, a "Relevant Member State"), this

announcement and any offer if made subsequently is

directed exclusively at persons who are "qualified

investors" within the meaning of the Prospectus

Directive ("Qualified Investors"). For these

purposes, the expression "Prospectus Directive"

means Directive 2003/71/EC (and amendments thereto,

including the 2010 PD Amending Directive, to the

extent implemented in a Relevant Member State), and

includes any relevant implementing measure in the

Relevant Member State and the expression "2010 PD

Amending Directive" means Directive 2010/73/EU.

In the United Kingdom this announcement is directed

exclusively at Qualified Investors (i) who have

professional experience in matters relating to

investments falling within Article 19(5) of the

Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005, as amended (the "Order") or

(ii) who fall within Article 49(2)(A) to (D) of the

Order, and (iii) to whom it may otherwise lawfully

be communicated. In connection with any offering of

the shares of Protector Forsikring ASA

(the "Shares"), the Bookrunner and any of their

affiliates acting as an investor for their own

account may take up as a principal position any

Shares and in that capacity may retain, purchase or

sell for their own account such Shares. In addition

the Bookrunner or its affiliates may enter into

financing arrangements and swaps with investors in

connection with which the Bookrunners (or their

affiliates) may from time to time acquire, hold or

dispose of Shares. The Bookrunner does not intend to

disclose the extent of any such investment or

transactions otherwise than in accordance with any

legal or regulatory obligation to do so.

The Bookrunner is acting on behalf of Protector

Forsikring ASA and no one else in connection with

any offering of the Shares and will not be

responsible to any other person for providing the

protections afforded to clients of the Bookrunner,or

for providing advice in relation to any offering of

the Shares.