Equinor

Transaction in Own Shares • Feb 9, 2022

Equinor commences first tranche of the 2022 share buy-back programme

Equinor commences first tranche of the 2022 share buy-back programme

Equinor (OSE: EQNR, NYSE: EQNR) commences on 10 February 2022 the first tranche

of around USD 1 billion, of the share buy-back programme for 2022, as announced

at today's Capital Markets Update, 9 February 2022.

The first tranche of the share buy-back programme for 2022 is USD 1 billion,

including shares to be redeemed from the Norwegian State, and will end no later

than 25 March 2022. For 2022 the annual share buy-back programme is increased

from USD 1.2 billion to a level of up to USD 5 billion, including shares to be

redeemed from the Norwegian State.

The annual 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(1)

stays within the communicated ambition of 15-30% and this is supported by

commodity prices. The further share buy-back tranches after this first tranche

in 2022 is subject to renewal of the authorisation at the annual general meeting

11 May 2022 and renewal of the agreement with 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 first tranche for 2022, running from 10 February 2022 up to no later

than 25 March 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 first tranche, shares for up to 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.

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 first tranche:

The share buy-back programme for 2022 is subject to renewal of the authorisation

granted to the Board of Directors at the annual general meeting, renewal of the

agreement with the Norwegian State and being registered in the Norwegian

register for business enterprises. According to the current authorisation from

the annual general meeting on 11 May 2021, 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 500. The authorisation is valid

until the earliest of 30 June 2022 and the annual general meeting in 2022.

As further described in the notice to the annual general meeting in 2021,

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 first 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.

Upon completion of the first tranche of the programme, the Board of Directors

will propose to the annual general meeting in 2022 to cancel purchased shares

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.

* * *

(1) Non GAAP measure

* * *

Further information from:

Investor relations

Peter Hutton, senior vice president Investor Relations,

+44 7881 918 792 (mobile)

Media

Sissel Rinde, vice president Media Relations,

+ 47 412 60 584 (mobile)