Equinor

Transaction in Own Shares • Jul 26, 2023

Equinor to commence third tranche of the 2023 share buy-back programme

Equinor to commence third tranche of the 2023 share buy-back programme

Equinor (OSE: EQNR, NYSE: EQNR) will on 27 July 2023 commence the third tranche

of the share buy-back programme for 2023 of around USD 1.67 billion, as

announced in relation with the second quarter results on 26 July 2023.

The third tranche of the share buy-back programme for 2023 of around USD 1.67

billion includes shares to be redeemed from the Norwegian State and will end no

later than 26 October 2023.

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

capital of the company. All shares repurchased as part of the programme will

hence be cancelled.

According to an agreement between Equinor and the Norwegian State, a

proportionate share of the Norwegian State's shares of the third tranche will be

redeemed and annulled at the annual general meeting in 2024, ensuring that the

State's ownership interest in Equinor remains unchanged at 67%.

The share buy-back programme for 2023 will be structured into tranches where

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

For the third tranche of 2023, 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.

In this third tranche, shares for up to around USD 550 million will be purchased

in the market, implying a total third tranche of around USD 1.67 billion,

including shares to be redeemed from the Norwegian State.

The execution of further tranches of the share buy-back programme for 2023 will

be notified to the market.

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

The third tranche of the share buy-back programme for 2023 is based on an

authorisation granted to the Board of Directors at the annual general meeting

10 May 2023. According to the authorisation, the maximum number of shares to be

purchased in the market is 94,000,000 - 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 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 in 2024 the

State will vote for the cancellation of shares purchased in the market pursuant

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

number of its shares in order to maintain its ownership share in the company.

The price to be paid to the State for redemption of 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 third tranche in 2023, 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 i.a. 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 stabilization from February 2021.

The Board of Directors will propose to the annual general meeting in 2024 to

cancel purchased shares in this third tranche and redeem the proportionate

number of the State's shares. Any shares purchased in subsequent tranches of the

2023 programme, including a proportionate number of the Norwegian State's

shares, will follow a similar process with cancellation and redemption at the

annual general meeting in 2024.

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

Market Abuse Regulation and 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