Equinor

Transaction in Own Shares • Feb 7, 2024

Equinor to commence first tranche of the 2024 share buy-back programme

Equinor to commence first tranche of the 2024 share buy-back programme

Equinor (OSE: EQNR, NYSE: EQNR) will on 8 February 2024 commence the first

tranche of up to USD 1.2 billion of the share buy-back programme for 2024, as

announced at the Capital Market Update 7 February 2024.

In this first tranche of the share buy-back programme for 2024, shares for up to

USD 396 million will be purchased in the market, implying a total first tranche

of up to USD 1.2 billion including shares to be redeemed from the Norwegian

State. The tranche will end no later than 5 April 2024.

Equinor announces a two-year share buy-back programme of total USD 10-12 billion

for 2024-2025, with up to USD 6 billion for 2024, including shares to be

redeemed from the Norwegian State. The share buy-back programme will be subject

to market outlook and balance sheet strength and be structured into tranches

where Equinor will buy back shares for a certain value in USD over a defined

period. For the first tranche in 2024, Equinor is entering into a non-

discretionary agreement with a third party who will execute repurchases of

shares and make its trading decisions independently of the company.

Commencement of new share buy-back tranches after the first tranche in 2024 will

be decided by the board of directors on a quarterly basis in line with the

company's dividend policy and will be subject to existing and new board

authorisations for share buy-back from the company's annual general meeting and

agreement with the Norwegian State regarding share buy-back (as further

described below).

The purpose of the share buy-back programme is to reduce the issued share

capital of the company. All shares purchased as part of the first tranche for

2024 will thus be cancelled through a capital reduction at the annual general

meeting of the company in May 2024.

Further information about the share buy-back programme and the first tranche:

The first tranche of the share buy-back programme for 2024 is based on an

authorisation granted to the board of directors at the annual general meeting of

the company held on 10 May 2023. According to this authorisation, the maximum

number of shares to be purchased in the market is 94 million of which

39,964,807 remain available per commencement of the first tranche in 2024 (taken

into account buy-backs made under previous tranches). The minimum price that can

be paid per share is NOK 50, and the maximum price is NOK 1,000. The

authorisation is valid until the earliest of 30 June 2024 and the annual general

meeting of the company in 2024.

An agreement between Equinor and the Norwegian State regulates the State's

participation in the share buy-back: at the annual general meeting of the

company in 2024, the State will, as per proposal by the board of directors, vote

for the cancellation of shares purchased in the market pursuant to the board

authorisation, and the redemption and cancellation of a proportionate number of

its shares in order to maintain its ownership share in the company at 67%. The

price to be paid to the State for redemption of the State's shares shall be the

volume-weighted average of the price paid by Equinor for shares purchased in the

market plus an interest rate compensation, adjusted for any dividends paid.

In the first tranche in 2024, shares will be purchased on the Oslo Stock

Exchange and possibly other trading venues within the EEA. Transactions will be

conducted in accordance with applicable safe harbour conditions, and as further

set out in the Norwegian Securities Trading Act of 2007, EU Commission

Regulation (EC) No 2016/1052 and the Oslo Stock Exchange's Guidelines for buy-

back programmes and price stabilisation from February 2021.

The board of directors will propose to the annual general meeting to be held in

May 2024, to cancel shares purchased in the market in this first tranche in

2024 and to redeem and cancel a proportionate number of the State's shares per

the agreement with the State. Based on renewal of this agreement, shares

purchased under subsequent tranches of the share buy-back programme for 2024 and

2025 and a proportionate number of the State's shares will follow a similar

process at the annual general meetings of the company in 2025 and 2026,

respectively.

This is information that Equinor is obliged to make public pursuant to the EU

Market Abuse Regulation and that is subject to the disclosure requirements

pursuant to Section 5-12 the Norwegian Securities Trading Act.

Further information from:

Investor relations

Bård Glad Pedersen, senior vice president Investor Relations,

+47 918 01 791

Media

Sissel Rinde, vice president Media Relations,

+47 412 60?584