Equinor

Transaction in Own Shares • Feb 8, 2023

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

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

Equinor (OSE: EQNR, NYSE: EQNR) will commence on 9 February 2023 the first

tranche of around USD 1 billion of the 2023 share buy-back programme, as

announced at the Capital Market Update 8 February 2023.

The first tranche of the share buy-back programme for 2023 is around USD 1

billion, including shares to be redeemed from the Norwegian State, and will end

no later than 24 March 2023. For 2023 Equinor announces a share buy-back

programme of up to USD 6 billion, including shares to be redeemed from the

Norwegian State.

The share buy-back programme is expected to be executed when Brent Blend oil

price is in or above the range of 50-60 USD/bbl, Equinor's net debt ratio

(excluding IFRS 16 leases) stays within the communicated ambition of 15-30% and

this is supported by commodity prices. The subsequent share buy-back tranches

after the first trance in 2023 are subject to the Board of Directors resolution

for each new tranche, renewal of the authorisation for share buy-back at the

annual general meeting on 10 May 2023 and renewal of a separate agreement with

the Norwegian State described below.

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 be

cancelled.

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

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

redeemed and annulled at the annual general meeting in 2023. Based on renewal of

this agreement, subsequent tranches of the 2023 share buy-back programme 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%.

In this first tranche, shares for around USD 330 million will be purchased in

the market, implying a total first tranche of around USD 1 billion including

redemption of shares from the Norwegian State. For the first tranche in 2023,

Equinor is entering into a non-discretionary agreement with a third party who

will make its trading decisions independently of the company.

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

The first 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

11 May 2022. According to this authorisation, the maximum number of shares to be

purchased in the market is 75 million, 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 2023 and the ordinary annual general meeting in

Equinor has an agreement with the Norwegian State whereby the State will vote

for the cancellation of shares purchased pursuant to the authorisation, and the

redemption of a proportionate number of its shares in order to maintain its

ownership percentage 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 period up until final settlement with

the State.

In the first tranche in 2023, shares will be purchased on the Oslo Stock

Exchange. 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 stabilisation

February 2021. No purchases will be made in the United States or in respect of

Equinor's American Depositary Receipts.

The Board of Directors will propose to the annual general meeting in 2023 to

cancel shares purchased in the market in this first tranche and redeem and annul

the proportionate number of shares owned by the Norwegian State. Any shares

purchased in subsequent tranches in 2023 including a proportionate share of the

State's shares will follow a similar process at the following 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