Equinor

Transaction in Own Shares • Apr 30, 2025

Equinor to commence second tranche of the 2025 share buy-back programme

Equinor to commence second tranche of the 2025 share buy-back programme

Equinor (OSE: EQNR, NYSE: EQNR) will after the annual general meeting 14 May

2025 commence the second tranche of up to USD 1,265 million of the share buy-

back programme for 2025, as announced in relation with the first quarter results

30 April 2025.

Execution of share buy-back under the tranche is subject to renewal of a board

authorisation for share buy-back from the annual general meeting 14 May 2025 and

agreement with the Norwegian State regarding share buy-back.

In this second tranche of the share buy-back programme for 2025, shares for up

to USD 417.5 million will be purchased in the market, implying a total second

tranche of up to USD 1,265 million including shares to be redeemed from the

Norwegian State. The tranche will end no later than 21 July 2025.

Equinor announced at the Capital Market Update in February 2025 a share buy-back

programme of up to USD 5 billion for 2025, including shares to be redeemed from

the Norwegian State, in order to conclude the two-year programme for 2024 -

2025, announced in February 2024. 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 second tranche in 2025, Equinor will be 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 second tranche in 2025

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 a new board authorisation 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 second tranche for

2025 will thus be cancelled through a capital reduction at the annual general

meeting of the company in May 2026.

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

The second tranche of the share buy-back programme for 2025 is subject to an

authorisation being granted to the board of directors by the annual general

meeting of the company 14 May 2025. According to such authorisation proposed by

the board of directors, the maximum number of shares which can be purchased in

the market is 84 million. The minimum price that can be paid per share is NOK

50, and the maximum price is NOK 1,000. The authorisation proposed will be valid

until the annual general meeting of the company in May 2026, but no later than

30 June 2026.

It is a precondition for execution of the second tranche that Equinor and the

Norwegian State have entered into an agreement regulating the State's

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

the company in May 2026, 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 interest rate compensation, adjusted for

any dividends paid.

In the second tranche in 2025, 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 Norwegian Financial Supervisory Authority's

Guidelines for buy-back programmes from March 2025.

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

May 2026, to cancel shares purchased in the market in this second tranche in

2025 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 2025,

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

at the annual general meeting of the company in 2026.

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