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Equinor — AGM Information 2026
May 13, 2026
3597_rns_2026-05-13_cd5bc1f7-0030-422e-964e-49a31b8da4d3.pdf
AGM Information
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MINUTES OF
THE ANNUAL GENERAL MEETING
OF EQUINOR ASA
12 MAY 2026
equinor
The annual general meeting of Equinor ASA was held on 12 May 2026 in Equinor Business Center, Forusbeen 50, 4035 Stavanger and via Lumi AGM for digital attendance.
The chair of the board, the chair of the corporate assembly, the president and CEO, general counsel and the company's auditor attended. Company secretary Alexander Terjesen recorded the minutes of the meeting.
The agenda was as follows:
-
Opening of the annual general meeting by the chair of the corporate assembly
Nils Morten Huseby, chair of the corporate assembly, opened the meeting. -
Registration of represented shareholders and proxies
Overview of shareholders represented at the annual general meeting, either by personal or digital attendance, by advance voting or by proxy, is attached in Appendix 1 to these minutes. -
Election of chair for the meeting
The general meeting adopted the following resolution:
"Nils Morten Huseby, chair of the corporate assembly, is elected chair of the meeting." -
Approval of the notice and the agenda
The general meeting adopted the following resolution:
"The notice and proposed agenda are approved." -
Election of two persons to co-sign the minutes together with the chair of the meeting
The general meeting adopted the following resolution:
"Margrete Øvrebø and May-Kirsti Enger are elected to co-sign the minutes together with the chair of the meeting." -
Approval of the annual report and accounts for Equinor ASA and the Equinor group for 2025, including the board of directors' proposal for distribution of fourth quarter 2025 dividend
The chair of the meeting informed the general meeting that the annual report and accounts and the auditor's report have been made available on the company's website.
In accordance with the proposal from the board, the general meeting adopted the following resolution:
"The annual accounts and the annual report for 2025 for Equinor ASA and the Equinor group are approved, including group contributions from Equinor ASA to subsidiaries as described in the annual accounts. A fourth quarter 2025 dividend of USD 0.39 per share is approved to be distributed."
Page 1 of 6
Classification: Open
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equinor
7. Authorisation to the board of directors to distribute dividend based on approved annual accounts for 2025
In accordance with the proposal from the board, the general meeting adopted the following resolution:
"The general meeting of Equinor ASA hereby authorises the board of directors to resolve the payments of dividend based on the company's approved annual accounts for 2025, cf. the Norwegian Public Limited Liability Companies Act Section 8-2, second paragraph.
The board of directors shall, when using the authorisation, make its decision in accordance with the company's approved dividend policy. The board of directors shall before each decision to approve the payment of dividends consider if the company, after the payment of dividends, will have sufficient equity and liquidity, cf. Section 8-1 fourth paragraph cf. Section 3-4 of the Norwegian Public Limited Liability Companies Act.
The authorisation is valid until the next annual general meeting, but no later than 30 June 2027."
8. Proposal from shareholders that Equinor shall disclose a strategy for creating shareholder value under scenarios of declining demand for oil and gas
Shareholders Follow This, West Yorkshire Pension Fund, Mercy Investment Services and Ofi Invest Asset Management had proposed that the company should disclose a strategy for creating shareholder value under scenarios of declining demand for oil and gas.
The shareholders' proposal was not adopted.
9. Proposal from shareholder that Equinor shall report to shareholders on the financial and geopolitical risks associated with the company's activities in the Barents Sea
Shareholder WWF had proposed that the company should report to shareholders on the financial and geopolitical risks associated with the company's activities in the Barents Sea.
The shareholder's proposal was not adopted.
10. Proposal from shareholder that Equinor shall set goals and implement measures that support a safe future
Shareholder Föreningen Greenpeace Norden had proposed that Equinor should set goals and implement measures that support a safe future.
The shareholder's proposal was not adopted.
11. Proposal from shareholder that Equinor shall split into one company for oil and gas and one for renewable energy
Shareholder Knut Jonas Espedal had proposed that the company should split into one company for oil and gas and one for renewable energy.
The shareholder's proposal was not adopted.
12. Proposal from shareholder that Equinor shall invest in upgrades of Ukraine's energy system
Shareholder Guttorm Grundt had proposed that the company should invest in upgrades of Ukraine's energy system.
The shareholder's proposal was not adopted.
13. Proposal from shareholders that Equinor shall divest its international fossil business
Shareholders Gro Nylander and Even Bakke had proposed that the company should divest its international fossil business.
The shareholders' proposal was not adopted.
Classification: Open
www.equinor.com
equinor
- Proposal from shareholder that Equinor shall bolster and execute its Energy Plan for a green transition and familiarise itself with the health impacts of climate change
Shareholder Gro Nylander had proposed that the company should bolster and execute its Energy Plan for a green transition and familiarise itself with the health impacts of climate change.
The shareholder’s proposal was not adopted.
- The board of directors’ report on Corporate Governance
Jon Erik Reinhardsen, chair of the board of directors, presented the board’s report on Corporate Governance.
In accordance with the proposal from the board, the general meeting adopted the following resolution:
“The general meeting endorses the board of directors’ report on Corporate Governance for 2025.”
- The board of directors’ report for salary and other remuneration for leading personnel
Jon Erik Reinhardsen, chair of the board of directors, presented the board’s report for salary and other remuneration for leading personnel.
In accordance with the proposal from the board, the general meeting adopted the following resolution:
“The general meeting endorses the board of directors’ 2025 Remuneration report.”
- Approval of remuneration for the company’s external auditor for 2025
The general meeting adopted the following resolution:
“Remuneration to the auditor for 2025 of NOK 53,876,577 for Equinor ASA is approved.”
- Election of members to the corporate assembly
In accordance with the proposal from the nomination committee, the general meeting adopted the following resolution:
“The following persons are elected as members of Equinor ASA’s corporate assembly effective as of 13 May 2026 and until the annual general meeting in 2028:
- Nils Morten Huseby (nominated as chair for the corporate assembly’s election) (re-election)
- Finn Kinserdal (nominated as deputy chair for the corporate assembly’s election) (previous member)
- Kari Skeidsvoll Moe (re-election)
- Kjerstin Fyllingen (re-election)
- Kjerstin Rasmussen Braathen (re-election)
- Mari Rege (re-election)
- Trond Straume (re-election)
- Martin Wien Fjell (re-election)
- Liv B. Ulriksen (re-election)
- Berit L. Henriksen (re-election)
- Per Axel Koch (previous deputy member)
- Kari Ekelund Thørud (new election)
The following persons are elected as deputy members of Equinor ASA’s corporate assembly effective as of 13 May 2026 and until the annual general meeting in 2028:
1st deputy member: Cathrine Kristiseter Marti (re-election)
2nd deputy member: Bjørn Tore Markussen (re-election)
3rd deputy member: Elisabeth Maråk Støle (re-election)
4th deputy member: Ingrid Due-Gundersen (new election)”
Classification: Open
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equinor
19. Determination of remuneration for the corporate assembly members
In accordance with the proposal from the nomination committee, the general meeting adopted the following resolution:
"The remuneration to the corporate assembly is adjusted effective from 13 May 2026 as follows:
| From | To | |||
|---|---|---|---|---|
| Chair | NOK | 160,000/annually | NOK | 167,200/annually |
| Deputy chair | NOK | 84,300/annually | NOK | 88,100/annually |
| Members | NOK | 59,200/annually | NOK | 61,900/annually |
| Deputy members | NOK | 8,530/meeting | NOK | 8,900/meeting" |
20. Election of members to the nomination committee
In accordance with the proposal from the nomination committee, the general meeting adopted the following resolution:
"The following persons are elected as members of Equinor ASA's nomination committee effective as of 13 May 2026 and until the annual general meeting in 2028:
- Nils Morten Huseby, chair (re-election)
- Berit L. Henriksen (re-election)
- Karl C. W. Mathisen (re-election)
- Jan Tore Føsund (re-election)"
21. Determination of remuneration for the nomination committee members
In accordance with the proposal from the nomination committee, the general meeting adopted the following resolution:
"The remuneration to the nomination committee is adjusted effective from 13 May 2026 as follows:
| From | To | |
|---|---|---|
| Chair | NOK 15,900/meeting | NOK 16,620/meeting |
| Members | NOK 11,800/meeting | NOK 12,330/meeting" |
22. Authorisation to acquire Equinor shares in the market to continue operation of the company's share-based incentive plans
In accordance with the proposal from the board, the general meeting adopted the following resolution:
"The board of directors is authorised on behalf of the company to acquire Equinor shares in the market. The authorisation may be used to acquire own shares at a total nominal value of up to NOK 38,000,000.
Shares acquired pursuant to this authorisation may only be used for sale and transfer to employees of the Equinor group as part of the group's share-based incentive plans, including the long-term incentive plan, as approved by the board of directors.
The minimum and maximum amount that may be paid per share will be NOK 50 and NOK 1,000, respectively. Within these limits, the board of directors shall itself decide at what price and at what time such acquisition shall take place.
The authorisation is valid until 30 June 2027. This authorisation replaces, from the time of registration in the Register of Business Enterprises, the previous authorisation to acquire own shares for the company's share-based incentive plans for employees granted by the annual general meeting on 14 May 2025."
Classification: Open
www.equinor.com
equinor
23. Reduction in capital through the cancellation of own shares and the redemption of shares belonging to the Norwegian State
In accordance with the proposal from the board, the general meeting adopted the following resolution:
"As part of the implementation of the company's share buy-back programme, the company's share capital will be reduced by NOK 415,146,180.00 from NOK 6,392,018,780.00 to NOK 5,976,872,600.00. Of the total capital reduction amount:
(i) NOK 136,998,240.00 will be used to cancel 54,799,296 own shares, and
(ii) NOK 278,147,940.00 will be used to redeem and cancel 111,259,176 shares owned by the Norwegian State through the Ministry of Trade, Industry and Fisheries.
In addition to the capital reduction amount described in item (ii) above, the Norwegian State by the Ministry of Trade, Industry and Fisheries shall receive NOK 28,126,969,317.79, with a deduction for fourth quarter 2025 dividend of USD 0.39 per share and corresponding interest compensation. The part of the amount paid to the Norwegian State that exceeds the nominal value of the shares, shall be covered by retained earnings.
With effect from the time the capital reduction has been registered, Article 3 of the company's Articles of Association will be amended to read as follows:
"The share capital of the company is NOK 5,976,872,600.00 divided into 2,390,749,040 shares of NOK 2.50 each."
24. Authorisation to the board of directors to acquire Equinor ASA shares in the market for subsequent cancellation
In accordance with the proposal from the board, the general meeting adopted the following resolution:
"The general meeting of Equinor ASA hereby authorises the board of directors to acquire in the market, on behalf of the company, Equinor shares with a total nominal value of up to NOK 195,000,000.
The minimum and maximum amount that can be paid per share will be NOK 50 and NOK 1,000, respectively. Within these limits, the board of directors shall itself decide at what price and at what time such acquisition shall take place.
Own shares acquired pursuant to this authorisation may only be used for cancellation through a reduction of the company's share capital, pursuant to the Norwegian Public Limited Liability Companies Act Section 12-1.
This authorisation is valid until the next annual general meeting, but no later than 30 June 2027."
25. Marketing instruction
In accordance with the proposal from the board, the general meeting adopted the following resolution:
"The annual general meeting approves that adjustments can be made to the Marketing Instruction for Equinor ASA, adopted by the annual general meeting on 25 May 2001, to reflect market developments and changing ways of marketing and selling petroleum. This includes adjustments to the pricing and allocation principles. This is to contribute to the overarching goal of the Marketing Instruction, which is to achieve the highest possible total value for Equinor's petroleum and the state's petroleum and ensure rightful distribution of that value creation. Any adjustments to the Marketing Instruction will be made by the Norwegian State through the Ministry of Trade, Industry and Fisheries."
*****
Page 5 of 6
Classification: Open
www.equinor.com
equinor
There were no further matters for discussion and the annual general meeting was closed.
Stavanger, 12 May 2026
[Signed]
Nils Morten Huseby
[Signed]
Margrete Øvrebø
[Signed]
May-Kirsti Enger
Appendix 1: Overview of shares represented at the annual general meeting, either by personal or digital attendance, by advance voting or by proxy,
Appendix 2: The voting results for the individual items.
Classification: Open
www.equinor.com
Vedlegg 1 / Appendix 1: Registrerte deltakere / Attendees represented
Totalt representert /Attendance Summary Report
Equinor ASA
Generalforsamling / AGM
12 May 2026
Antall personer deltakende i møtet /Registered Attendees: 50
Totalt stemmeberettiget aksjer representert / Total Votes Represented: 2 155 433 682
Totalt antall kontoer representert /Total Accounts Represented: 12 688
Totalt stemmeberettiget aksjer /Total Voting Capital: 2 491 944 324
% Totalt representert stemmeberettiget /% Total Voting Capital Represented: 86,50 %
Totalt antall utstede aksjer / Total Capital: 2 556 807 512
% Totalt representert av aksjekapitalen / % Total Capital Represented: 84,30 %
Selskapets egne aksjer / Company Own Shares: 64 863 188
Sub Total: 36 2 155 433 682
| Kapasitet / Capacity | Registrerte Deltakere / Registered Attendees | Registrerte Stemmer / Registered Votes | Kontoer / Accounts |
|---|---|---|---|
| Aksjonær / Shareholder (web) | 18 | 1 713 095 356 | 18 |
| Fullmektig / 3rd Party Proxy (web) | 1 | 17 | 1 |
| Gjest / Guest (web) | 14 | 0 | 0 |
| Styrets Leder med fullmakt / COB with proxy | 1 | 239 660 | 231 |
| Styrets leder med instruksjoner / COB with instruc | 1 | 19 028 | 21 |
| Forhåndsstemmer / Advance votes | 1 | 442 079 621 | 12 417 |
[sign.]
Freddy André Hermansen
DNB Bank ASA
DNB Carnegie Issuer Services
Vedlegg / Appendix 2: Stemmeoversikt / Voting overview
Equinor ASA GENERALFORSAMLING / AGM 12 mai 2026
Som registreringsansvarlig for avstemmingen på generalforsamlingen for aksjonærene i selskapet avholdt den 12 mai 2026, BEKREFTES HERVED at resultatet av avstemmingen er korrekt angitt som følger:-
/
As scrutineer appointed for the purpose of the Poll taken at the General Meeting of the Members of the Company held on 12 mai 2026, I HEREBY CERTIFY that the result of the Poll is correctly set out as follows:-
Totalt antall stemmeberettigede aksjer / Issued voting shares: 2 491 944 324
| STEMMER / VOTES FOR | % | STEMMER / VOTES MOT | % | STEMMER / VOTES AVSTÅR | STEMMER TOTALT / VOTES TOTAL | % AV STEMME-BERETTIG KAPITAL AVGITT STEMME / % ISSUED VOTING SHARES VOTED | IKKE AVGITT STEMME I MØTET / NO VOTES IN MEETING | |
|---|---|---|---|---|---|---|---|---|
| 3 | 2 154 953 058 | 100,00 | 42 974 | 0,00 | 434 736 | 2 155 430 768 | 86,50 % | 2 914 |
| 4 | 2 154 941 647 | 100,00 | 41 369 | 0,00 | 450 666 | 2 155 433 682 | 86,50 % | 0 |
| 5 | 2 154 947 599 | 100,00 | 55 091 | 0,00 | 434 215 | 2 155 436 905 | 86,50 % | 0 |
| 6 | 2 139 925 809 | 99,36 | 13 878 002 | 0,64 | 1 626 312 | 2 155 430 123 | 86,50 % | 3 559 |
| 7 | 2 154 982 542 | 100,00 | 27 282 | 0,00 | 422 800 | 2 155 432 624 | 86,50 % | 1 058 |
| 8 | 93 666 980 | 4,36 | 2 056 250 972 | 95,64 | 5 515 630 | 2 155 433 582 | 86,50 % | 100 |
| 9 | 40 087 195 | 1,87 | 2 100 713 035 | 98,13 | 14 633 452 | 2 155 433 682 | 86,50 % | 0 |
| 10 | 66 875 863 | 3,12 | 2 078 306 587 | 96,88 | 10 251 232 | 2 155 433 682 | 86,50 % | 0 |
| 11 | 5 685 685 | 0,26 | 2 147 652 714 | 99,74 | 2 095 283 | 2 155 433 682 | 86,50 % | 0 |
| 12 | 2 766 886 | 0,13 | 2 150 615 006 | 99,87 | 2 051 790 | 2 155 433 682 | 86,50 % | 0 |
| 13 | 3 562 109 | 0,17 | 2 149 901 975 | 99,83 | 1 969 598 | 2 155 433 682 | 86,50 % | 0 |
| 14 | 18 669 606 | 0,87 | 2 133 755 783 | 99,13 | 3 008 293 | 2 155 433 682 | 86,50 % | 0 |
| 15 | 2 154 678 469 | 99,99 | 243 984 | 0,01 | 507 734 | 2 155 430 187 | 86,50 % | 3 495 |
| 16 | 1 930 802 843 | 90,37 | 205 828 605 | 9,63 | 18 802 198 | 2 155 433 646 | 86,50 % | 36 |
| 17 | 2 154 045 084 | 99,96 | 919 007 | 0,04 | 469 555 | 2 155 433 646 | 86,50 % | 36 |
| 18,1 | 2 153 049 554 | 99,93 | 1 541 948 | 0,07 | 842 144 | 2 155 433 646 | 86,50 % | 36 |
| 18,2 | 2 153 847 715 | 99,95 | 1 083 040 | 0,05 | 502 884 | 2 155 433 639 | 86,50 % | 43 |
| 18,3 | 2 153 954 509 | 99,96 | 967 921 | 0,04 | 511 209 | 2 155 433 639 | 86,50 % | 43 |
| 18,4 | 2 153 958 509 | 99,96 | 965 339 | 0,04 | 509 791 | 2 155 433 639 | 86,50 % | 43 |
| 18,5 | 2 154 001 224 | 99,96 | 927 652 | 0,04 | 504 301 | 2 155 433 177 | 86,50 % | 505 |
| 18,6 | 2 153 984 042 | 99,96 | 937 743 | 0,04 | 511 854 | 2 155 433 639 | 86,50 % | 43 |
| 18,7 | 2 153 969 608 | 99,96 | 949 614 | 0,04 | 514 417 | 2 155 433 639 | 86,50 % | 43 |
| 18,8 | 2 153 989 484 | 99,96 | 928 475 | 0,04 | 515 680 | 2 155 433 639 | 86,50 % | 43 |
| 18,9 | 2 154 003 652 | 99,96 | 917 564 | 0,04 | 512 423 | 2 155 433 639 | 86,50 % | 43 |
| 18,10 | 2 154 004 531 | 99,96 | 924 869 | 0,04 | 504 239 | 2 155 433 639 | 86,50 % | 43 |
| 18,11 | 2 153 933 803 | 99,95 | 992 917 | 0,05 | 506 919 | 2 155 433 639 | 86,50 % | 43 |
| 18,12 | 2 153 977 718 | 99,96 | 938 079 | 0,04 | 517 842 | 2 155 433 639 | 86,50 % | 43 |
| 18,13 | 2 153 975 122 | 99,96 | 934 570 | 0,04 | 520 014 | 2 155 429 706 | 86,50 % | 3 976 |
| 18,14 | 2 153 952 536 | 99,96 | 959 236 | 0,04 | 517 934 | 2 155 429 706 | 86,50 % | 3 976 |
| 18,15 | 2 153 982 730 | 99,96 | 932 306 | 0,04 | 514 670 | 2 155 429 706 | 86,50 % | 3 976 |
| 18,16 | 2 154 630 081 | 99,99 | 286 173 | 0,01 | 513 452 | 2 155 429 706 | 86,50 % | 3 976 |
| 19 | 2 154 740 105 | 99,99 | 158 009 | 0,01 | 531 599 | 2 155 429 713 | 86,50 % | 3 969 |
| 20,1 | 2 152 055 799 | 99,87 | 2 857 583 | 0,13 | 516 331 | 2 155 429 713 | 86,50 % | 3 969 |
| 20,2 | 2 152 507 023 | 99,89 | 2 429 519 | 0,11 | 493 164 | 2 155 429 706 | 86,50 % | 3 976 |
| 20,3 | 2 152 458 420 | 99,89 | 2 470 738 | 0,11 | 500 548 | 2 155 429 706 | 86,50 % | 3 976 |
| 20,4 | 2 152 439 429 | 99,88 | 2 497 381 | 0,12 | 492 896 | 2 155 429 706 | 86,50 % | 3 976 |
| 21 | 2 154 707 935 | 99,99 | 176 656 | 0,01 | 545 122 | 2 155 429 713 | 86,50 % | 3 969 |
| 22 | 2 021 586 408 | 93,82 | 133 059 246 | 6,18 | 784 059 | 2 155 429 713 | 86,50 % | 3 969 |
| 23 | 2 154 689 759 | 99,99 | 303 125 | 0,01 | 433 370 | 2 155 426 254 | 86,50 % | 7 428 |
| 24 | 2 148 873 195 | 99,73 | 5 806 076 | 0,27 | 750 442 | 2 155 429 713 | 86,50 % | 3 969 |
| 25 | 2 076 641 011 | 96,82 | 68 204 353 | 3,18 | 10 580 759 | 2 155 426 123 | 86,50 % | 7 559 |
[Sign.]
Freddy André Hermansen
DNB Bank ASA
DNB Carnegie Issuer Services