Equinor

Transaction in Own Shares • Jul 27, 2022

Equinor to commence third tranche of the 2022 share buy-back programme

Equinor to commence third tranche of the 2022 share buy-back programme

Equinor (OSE: EQNR, NYSE: EQNR) will commence on 28 July 2022 the third tranche

of around USD 1.833 billion of the 2022 share buy-back programme, as announced

in relation with the second quarter results on 27 July 2022.

Based on the strength of the balance sheet and the outlook for commodity prices,

the board has decided to initiate a third tranche of share buy-back of around

USD 1.833 billion and increase the target level of share buy-back for 2022 from

previously communicated USD 5 billion up to USD 6 billion. The third tranche

will commence on 28 July and will end no later than 26 October 2022. The third

tranche of around USD 1.833 billion includes shares to be redeemed from the

Norwegian State.

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 an agreement between Equinor and the Norwegian State, the Norwegian

State will participate in share buy-backs on a proportionate basis, ensuring

that its ownership interest in Equinor remains unchanged at 67%.

The share buy-back programme for 2022 will be structured into tranches where

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

For the third tranche for 2022, running from 28 July 2022 until no later than

26 October 2022, Equinor is entering into a non-discretionary agreement with a

third party who will make its trading decisions independently of the company.

In this third tranche, shares for up to around USD 605 million will be purchased

in the market, implying a total second tranche of around USD 1.833 billion

including redemption of shares from the Norwegian State.

The execution of further tranches of the share buy-back programme for 2022 will

be notified to the market.

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

The third tranche of the share buy-back programme for 2022 is based on an

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

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

purchased in the market is 75 000 000, the minimum price that can be paid for

shares is NOK 50, and the maximum price is NOK 1 000. The authorisation is valid

until the earliest of 30 June 2023 and the annual general meeting in 2023.

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 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 period up until final settlement with the State.

In the third tranche in 2022, 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.

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

cancel purchased shares in this third tranche and redeem the proportionate

number of State shares. Any shares purchased in subsequent tranches will follow

a similar process with cancellation and redemption at the following annual

general meeting.

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

Mads Holm, senior vice president Treasury & Tax and Investor Relations,

+ 47 909 55 417

Media

Sissel Rinde, vice president Media Relations,

+ 47?412 60?584