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Equinor Capital/Financing Update 2010

Oct 7, 2010

3597_rns_2010-10-07_951d36b1-2a50-497f-a841-b42a0220d57c.html

Capital/Financing Update

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Approved prospectus

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED

STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE

DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.

Statoil Fuel & Retail ASA (Ticker: "SFR") has received the Financial Supervisory

Authority of Norway's approval of the prospectus covering the initial public

offering of up to 120,000,000 existing shares in Statoil Fuel & Retail ASA of

par value NOK 5.00 and listing of Statoil Fuel & Retail ASA on the Oslo Stock

Exchange.

The offering comprises an institutional offering, in which shares are being

offered to institutional and professional investors in Norway and

internationally, a retail offering, in which shares are being offered to the

public in Norway, and an employee offering directed at eligible employees in

Norway, Sweden and Denmark.

Selling shareholder: Statoil ASA (OSE:STL, NYSE:STO)

Indicative price range: NOK 32 to NOK 41 per share

Expected bookbuilding period and application period: From 09:00 a.m. CET on 8

October 2010 to 12:00 p.m. CET on 21 October 2010

Expected listing of the shares on Oslo Stock Exchange: 22 October 2010

For further information on the offering and listing please refer to the

prospectus.

The prospectus is available in paper format free of charge at the offices of

Statoil ASA (Forusbeen 50, 4035 Stavanger), Statoil Fuel & Retail ASA

(Sørkedalsveien 8, 0369 Oslo), ABG Sundal Collier Norge ASA (Munkedamsveien 45

D, 0250 Oslo) and Nordea Bank Norge ASA (Middelthuns gate 17, 0368 Oslo). The

prospectus and subscription materiel is also available at Investor Centre on

www.statoilfuelretail.com and on www.nordea.no, www.abgsc.no, www.carnegie.no,

www.nordnet.no and www.netfonds.no.

ABG Sundal Collier Norge ASA and Citigroup Global Markets Limited are acting as

Joint Global Co-ordinators and, together with BofA Merrill Lynch as Joint

Bookrunners, Nordea Markets (a part of Nordea Bank Norge ASA) is acting as

Senior Lead Manager and Retail Coordinator, while Barclays Capital (the

investment banking division of Barclays Bank PLC) and Carnegie ASA are acting as

Co-Lead Managers.

Rothschild and Arctic Securities are acting as financial advisers to Statoil.

For more information, please contact:

Jannik Lindbæk jr, VP media relations, Statoil ASA, Tel: +47 977 55 622

About Statoil Fuel & Retail:

Statoil Fuel & Retail is a leading Scandinavian road transportation fuel

retailer with over 100 years of operations in the region and leading market

share positions in the region in road transportation fuel sales and convenience.

In addition to its core Scandinavian business, Statoil Fuel & Retail entered the

Central and Eastern European region approximately two decades ago and has

established a strong presence in Poland, Latvia, Lithuania and Estonia. In

Russia, Statoil Fuel & Retail has a strong position in the fuel retail market in

the Murmansk region and enjoys a growing presence in the St.

Petersburg/Leningrad and Pskov regions. Statoil Fuel & Retail also sells

transportation fuel on a wholesale basis to B2B customers and is involved in the

sale of stationary energy (mainly, heating oil, kerosene and LPG) and marine

fuel (marine gasoil and heavy fuel) as well as aviation fuel, lubricants and

chemicals.

As of 30 June 2010, Statoil Fuel & Retail had an extensive retail network of

2,290 fuel stations across its eight countries of operations. 1,782 of these

fuel stations are located in Scandinavia and 508 are located in Central and

Eastern Europe. Statoil Fuel & Retail operates 12 key terminals, approximately

400 road tankers and approximately 50 smaller depots.  Statoil Fuel & Retail

also delivers aviation fuel at 85 airports in ten countries and produces and

sells 750 different lubricant products.

Statoil Fuel & Retail directly employed 9,256 people on a full-time equivalent

basis as at 30 June 2010. In addition, over 10,000 people are employed at

Statoil-branded franchisee stations.

* * *

IMPORTANT NOTICE:

This press release does not constitute an offer to sell or the solicitation of

an offer to buy any securities of Statoil Fuel & Retail ("SFR"). The securities

mentioned herein have not been, and will not be, registered under the United

States Securities Act of 1933, as amended (the "Securities Act") and may not be

offered or sold in the United States except pursuant to an exemption from the

registration requirements of the Securities Act.

SFR has not authorized any offer to the public of its securities in any Member

State of the European Economic Area other than Norway, Sweden and, Denmark. With

respect to each Member State of the European Economic Area other than Norway,

Sweden and, Denmark  and which has implemented the Prospectus Directive (each, a

"Relevant Member State"), no action has been undertaken or will be undertaken to

make an offer to the public of SFR's securities requiring a publication of a

prospectus in any Relevant Member State. As a result, SFR's securities may only

be offered in Relevant Member States:

(a) to legal entities which are authorized or regulated to operate in the

financial markets or, if not so authorized or regulated, whose corporate purpose

is solely to invest in securities;

(b) to any legal entity meeting two or more of the following criteria: (1) an

average of at least 250 employees during the last financial year; (2) a total

balance sheet of more than EUR 43 million and (3) an annual net turnover of more

than EUR 50 million, as shown in its last annual or consolidated accounts;

(c) by the managers to fewer than 100 natural or legal persons (other than

qualified investors as defined in the Prospectus Directive) subject to obtaining

prior consent of the Joint Global Coordinators for any such offer; or

(d) in any other circumstances, not requiring SFR to publish a prospectus as

provide under Article 3(2) of the Prospectus Directive.

For the purposes hereof, the expression an "offer to the public of Shares" in

any Relevant Member State means the communication in any form and by any means

of sufficient information on the terms of the offer and the Shares to be offered

so as to enable an investor to decide to purchase any securities, as the same

may be varied in that Member State by any measure implementing the Prospectus

Directive in that Member State and the expression "Prospectus Directive" means

Directive 2003/71/EC and includes any relevant implementing measure in each

Relevant Member State.

This communication is directed solely at persons (i) who are outside the United

Kingdom, (ii) who have professional experience in matters relating to

investments and who fall within the meaning of Article 19(5) of the Financial

Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the

"Order"), or (iii) who are high net worth entities and other persons to whom

such communication may otherwise lawfully be made falling within Article

49(2)(A) to (D) of the Order (all such persons together being referred to as

"Relevant Persons"). This communication must not be acted on or relied on by

persons who are not Relevant Persons. Any investment or investment activity to

which this communication relates is available only to Relevant Persons and will

be engaged in only with Relevant Persons. Persons distributing this

communication must satisfy themselves that it is lawful to do so.

In connection with the Offering, Citigroup Global Markets Limited (the

"Stabilizing Manager") (or persons acting on behalf of the Stabilizing Manager)

may over-allot shares or effect transactions with a view to supporting the

market price of the shares at a level higher than that which might otherwise

prevail. However, there is no assurance that the Stabilizing Manager (or persons

acting on behalf of the Stabilizing Manager) will undertake stabilization

action. Any stabilization action may begin on or after the date on which

adequate public disclosure of the final price of the shares is made and, if

begun, may be ended at any time, but it must end no later than 30 days after

allotment of the shares.

Matters discussed in this document may constitute forward-looking statements.

These forward-looking statements are based upon various assumptions.  Although

we believe that these assumptions were reasonable when made, these assumptions

are inherently subject to significant known and unknown risks, uncertainties,

contingencies and other important factors that are difficult or impossible to

predict and are beyond our control.  Such risks, uncertainties, contingencies

and other important factors could cause the actual events to differ materially

from those expressed or implied by such forward-looking statements.  No

representation is made that any of these forward-looking statements will come to

pass and you are cautioned not to place any undue influence on any forward-

looking statement.  Each of Statoil ASA, SFR, the Joint Bookrunners and their

respective affiliates expressly disclaims any obligation or undertaking to

update, review or revise any forward looking statement contained in this

announcement whether as a result of new information, future developments or

otherwise.

Any purchase of ordinary shares in the proposed Offering should be made solely

on the basis of the information contained in the final prospectus to be issued

by SFR in connection with the Offering. No reliance may or should be placed by

any person for any purposes whatsoever on the information contained in this

announcement or on its completeness, accuracy or fairness. The information in

this announcement is subject to change.

The Joint Bookrunners are acting exclusively for SFR and Statoil ASA and no-one

else in connection with the Offering. They will not regard any other person as

their respective clients in relation to the Offering and will not be responsible

to anyone other than SFR and Statoil ASA for providing the protections afforded

to their respective clients, nor for providing advice in relation to the

Offering, the contents of this announcement or any transaction, arrangement or

other matter referred to herein.

None of the Joint Bookrunners or any of their respective directors, officers,

employees, advisers or agents accepts any responsibility or liability whatsoever

for/or makes any representation or warranty, express or implied, as to the

truth, accuracy or completeness of the information in this announcement (or

whether any information has been omitted from the announcement) or any other

information relating to SFR, its subsidiaries or associated companies, whether

written, oral or in a visual or electronic form, and howsoever transmitted or

made available or for any loss howsoever arising from any use of announcement or

its contents or otherwise arising in connection therewith.

In connection with the Offering, the Joint Bookrunners and any of their

affiliates, acting as investors for their own accounts, may subscribe for or

purchase ordinary shares and in that capacity may retain, purchase, sell, offer

to sell or otherwise deal for their own accounts in such ordinary shares and

other securities of SFR or related investments in connection with the Offering

or otherwise. Accordingly, references in the prospectus, once published, to the

ordinary shares being issued, offered, subscribed, acquired, placed or otherwise

dealt in should be read as including any issue or offer to, or subscription,

acquisition, placing or dealing by, the Joint Bookrunners and any of their

affiliates acting as investors for their own accounts.  The Joint Bookrunners do

not intend to disclose the extent of any such investment or transactions

otherwise than in accordance with any legal or regulatory obligations to do so.

This information is subject of the disclosure requirements acc. to §5-12 vphl

(Norwegian Securities Trading Act)

[HUG#1449956]