(incorporated with limited liability in the Kingdom of Norway)

Notes issued under the programme may be unconditionally and irrevocably guaranteed by

Statoil Petroleum AS

(incorporated with limited liability in the Kingdom of Norway)

US\$8,000,000,000 Euro Medium Term Note Programme

On 21 March 1997, Statoil ASA entered into a Euro Medium Term Note Programme (the Programme) and issued an Offering Circular on that date describing the Programme. The Programme has been subsequently amended and updated. This Offering Circular supersedes any previous dated offering circulars. Any Notes (as deUned below) issued under the Programme on or after the date of this Offering Circular are issued subject to the provisions described herein. This does not affect any Notes issued prior to the date hereof.

Under this Programme, Statoil ASA (the Issuer) may from time to time issue notes (the Notes) denominated in any currency agreed between the Issuer and the relevant Dealer (as deUned below). The maximum aggregate nominal amount of all Notes from time to time outstanding will not exceed US\$8,000,000,000 (or its equivalent in other currencies calculated as described herein).

The payments of all amounts due in respect of the Notes issued by the Issuer may be unconditionally and irrevocably guaranteed by Statoil Petroleum AS (the Guarantor).

The Notes may be issued on a continuing basis to one or more of the Dealers speciUed on page 5 and any additional Dealer appointed under the Programme from time to time, which appointment may be for a speciUc issue or on an ongoing basis (each a Dealer and together the Dealers). References in this Offering Circular to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe for such Notes.

An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors".

Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the UK Listing Authority) for Notes issued under the Programme during the period of 12 months from the date of this Offering Circular to be admitted to the ofUcial list of the UK Listing Authority (the OfMcial List) and to the London Stock Exchange plc (the London Stock Exchange) for such Notes to be admitted to trading on the London Stock Exchange's regulated market.

References in this Offering Circular to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on the London Stock Exchange's regulated market and have been admitted to the OfUcial List. The London Stock Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive).

Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as deUned under "Terms and Conditions of the Notes") of Notes will be set out in a Final Terms document (the Final Terms) which, with respect to Notes to be listed on the London Stock Exchange, will be delivered to the UK Listing Authority and the London Stock Exchange.

Copies of Final Terms will be available from the registered ofUce of the Issuer and from the speciUed ofUce set out below of each of the Paying Agents. In addition, copies of each Final Terms relating to Notes which are either admitted to trading on the London Stock Exchange's regulated market or offered in the United Kingdom in circumstances where a prospectus is required to be published under the Prospectus Directive (as deUned below) will be available on the website of the London Stock Exchange. Copies of each Final Terms relating to Notes which are admitted to trading on any other regulated market in the European Economic Area or offered in any other Member State of the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive will be available for viewing in accordance with Article 14(2) of the Prospectus Directive and the rules and regulations of the relevant regulated market.

The Programme provides that Notes may be listed on such other or further stock exchange(s) as may be agreed between the Issuer, the Guarantor and the relevant Dealer. The Issuer may also issue unlisted Notes.

Notes issued pursuant to the Programme may be rated or unrated. Where an issue of Notes is rated, its rating will not necessarily be the same as the rating applicable to the Programme. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a supplemental offering circular, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes.

Arranger Barclays Capital

Dealers

Barclays Capital BNP PARIBAS BofA Merrill Lynch Citi

Deutsche Bank Société Générale Corporate & Investment Banking The Royal Bank of Scotland UBS Investment Bank

29 November 2010

This Offering Circular comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the Prospectus Directive).

The Issuer and the Guarantor (the Responsible Persons) accept responsibility for the information contained in this Offering Circular. To the best of the knowledge of the Issuer and the Guarantor (having taken all reasonable care to ensure that such is the case) the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information.

This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference" below). This Offering Circular shall be read and construed on the basis that such documents are so incorporated and form part of this Offering Circular. Each investor contemplating purchasing any Notes should review the documents incorporated by reference.

The Dealers have not separately veriCed the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers as to the accuracy or completeness of the information contained in this Offering Circular or any other information provided by the Issuer or the Guarantor in connection with the Programme or the Notes or their distribution.

No person is or has been authorised to give any information or to make any representation not contained in or not consistent with this Offering Circular or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or any of the Dealers.

Neither this Offering Circular nor any other information supplied in connection with the Programme or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation or constituting an invitation or offer by the Issuer, the Guarantor, the Paying Agents or any of the Dealers that any recipient of this Offering Circular or any other information supplied in connection with the Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the Cnancial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and/or the Guarantor. Neither this Offering Circular nor any other information supplied in connection with the Programme or the issue of any Notes constitutes an offer by or on behalf of the Issuer, the Guarantor or any of the Dealers to any person to subscribe for or to purchase any Notes.

The delivery of this Offering Circular does not at any time imply that the information contained herein concerning the Issuer and/or the Guarantor is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme or any Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers expressly do not undertake to review the Cnancial condition or affairs of the Issuer or the Guarantor during the life of the Programme.

The distribution of this Offering Circular and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuer and the Dealers do not represent that this Offering Circular may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. No Notes may be offered or sold, directly or indirectly, and neither this Offering Circular nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations and the Dealers have represented that all offers and sales by them will be made on the same terms. Persons into whose possession this Offering Circular or any Notes come must inform themselves about, and observe, any such restrictions. In particular, there are restrictions on the distribution of this Offering Circular and the offer or sale of Notes in the United States, the European Economic Area (including the United Kingdom, France and Norway) and Japan (see "Subscription and Sale" below).

The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, (the Securities Act) and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to or for the account or beneCt of U.S. persons (see "Subscription and Sale" below).

All references in this Offering Circular to "NOK" refer to Norwegian Kroner, those to "U.S. dollars", "US\$", "USD" and "\$" refer to United States dollars, those to "Sterling" and "£" refer to pounds Sterling, and those to "euro" and "€" refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended.

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action.Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.

Description of the Programme	5
Risk Factors	10
Documents Incorporated by Reference	26
Form of the Notes	27
Terms and Conditions of the Notes	41
Use of Proceeds	63
Statoil ASA	64
Taxation	83
Subscription and Sale	84
General Information	87

DESCRIPTION OF THE PROGRAMME

The following description does not purport to be complete and is taken from, and is qualiKed in its entirety by, the remainder of this Offering Circular and, in relation to the terms and conditions of any particular Tranche of Notes, the applicable Final Terms. Words and expressions deKned in "Form of the Notes", "Terms and Conditions of the Notes" below shall have the same meanings in this description.

Issuer:	Statoil ASA
Guarantor:	Notes issued under the Programme may be guaranteed by Statoil Petroleum AS
Risk Factors:	There are certain factors that may affect the Issuer's ability to fulUl its obligations under Notes issued under the Programme. There are also certain factors that may affect the Guarantor's ability to fulUl its obligations under the Guarantee. In addition, there are certain factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme (see "Risk Factors").
Description:	Euro Medium Term Note Programme
Arranger:	Barclays Bank PLC
Dealers:	Barclays Bank PLC BNP Paribas Citigroup Global Markets Limited Deutsche Bank AG, London Branch Merrill Lynch International Société Générale The Royal Bank of Scotland plc UBS Limited
Certain Restrictions:	Each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply will only be issued in circumstances which comply with such laws, guidelines, regulations, restrictions or reporting requirements from time to time (see "Subscription and Sale" below).
Notes with a maturity of less than one year:	Notes having a maturity of less than one year will, if the proceeds of the issue are accepted in the United Kingdom, constitute deposits for the purpose of the prohibition on accepting deposits contained in section 19 of the Financial Services and Markets Act 2000 unless they are issued to a limited class of professional investors and have a denomination of at least £100,000 or its equivalent (see "Subscription and Sale" below).
Issuing and Principal Paying Agent:	The Bank of New York Mellon
Paying Agent:	The Bank of New York Mellon (Luxembourg) S.A.
Size:	Up to US\$8,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement) outstanding at any time. The Issuer and the Guarantor may increase the amount of the Programme in accordance with the terms of the Programme Agreement.

Distribution:	Notes may be distributed by way of private or public placement and in each case on a syndicated or non-syndicated basis.
Currencies:	Subject to any applicable legal or regulatory restrictions, Notes will be denominated in such currencies as may be agreed between the Issuer and the relevant Dealer, including, without limitation, Australian dollars, Canadian dollars, Danish kroner, euro, Hong Kong dollars, Japanese Yen, New Zealand dollars, Norwegian Kroner, South African Rand, Sterling, Swedish kronor, Swiss francs and United States dollars (as indicated in the applicable Final Terms).
Redenomination:	If the SpeciUed Currency of an issue of Notes is a currency of one of the countries that subsequently participates in the third stage of European economic and monetary union or otherwise participates in European economic and monetary union in a manner with similar effect to such third stage, the Issuer may specify in the applicable Final Terms that such Notes will include a redenomination clause providing for the redenomination of the SpeciUed Currency in euro, and, if so speciUed, the wording of the redenomination clause will be set out in full in the applicable Final Terms.
Maturities:	Such maturities as may be agreed between the Issuer and the relevant Dealer and as indicated in the applicable Final Terms, subject to such minimum or maximum maturities as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the Issuer or the relevant SpeciUed Currency.
Issue Price:	Notes may be issued on a fully-paid or a partly-paid basis and at an issue price which is at par or at a discount to, or premium over, par.
Form of Notes:	The Notes will be in bearer form. Each Tranche of Notes will initially be represented by a temporary global Note which will be deposited on the relevant Issue Date with, in the case of Notes issued in new global note form, a common safekeeper, or, in the case of Notes not issued in new global note form, a common depositary for Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg) and/or any other agreed clearance system and which will be exchangeable, upon request, as described therein for either a permanent global Note or deUnitive Notes (as indicated in the applicable Final Terms and subject, in the case of deUnitive Notes, to such notice period as is speciUed in the applicable Final Terms) in each case not earlier than 40 days after the completion of distribution of all Notes upon certiUcation of non-U.S. beneUcial ownership as required by U.S. Treasury regulations. A permanent global Note will be exchangeable, unless otherwise speciUed in the applicable Final Terms, upon request as described therein, in whole but not in part for deUnitive Notes upon (i) not less than 60 days' written notice to the Agent or (ii) only upon the occurrence of an Exchange Event as described in "Form of the Notes" below. Any interest in a global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear, Clearstream, Luxembourg and/or any other agreed clearance system, as appropriate.

Fixed Rate Notes:	Fixed interest will be payable on such date or dates as may be agreed between the Issuer and the relevant Dealer (as indicated in the applicable Final Terms) and on redemption, and will be calculated on the basis of such Day Count Fraction as may be agreed between the Issuer and the relevant Dealer and indicated in the applicable Final Terms.
Floating Rate Notes:	Floating Rate Notes will bear interest at a rate determined either:
	(i) on the same basis as the Woating rate under a notional interest rate swap transaction in the relevant SpeciUed Currency governed by an agreement incorporating the 2006 ISDA DeUnitions (as published by the International Swaps and Derivatives Association, Inc., and as amended and updated as at the Issue Date of the Urst Tranche of the Notes of the relevant Series); or
	(ii) on the basis of a reference rate appearing on the agreed screen page of a commercial quotation service; or
	(iii) on such other basis as may be agreed between the Issuer and the relevant Dealer,
	as indicated in the applicable Final Terms.
	The Margin (if any) relating to such Woating rate will be agreed between the Issuer and the relevant Dealer for each Series of Floating Rate Notes.
Index Linked Notes:	Payments of principal in respect of Index Linked Redemption Notes or of interest in respect of Index Linked Interest Notes will be calculated by reference to such index and/or formula as the Issuer and the relevant Dealer may agree (as indicated in the applicable Final Terms).
Other provisions in relation to Floating Rate Notes and Index Linked Interest Notes:	Floating Rate Notes and Index Linked Interest Notes may also have a maximum interest rate, a minimum interest rate or both, as indicated in the applicable Final Terms.
	Interest on Floating Rate Notes and Index Linked Interest Notes in respect of each Interest Period, as selected prior to issue by the Issuer and the relevant Dealer, will be payable on such Interest Payment Dates speciUed in, or determined pursuant to, the applicable Final Terms and will be calculated on the basis of such Day Count Fraction as is indicated in the applicable Final Terms.
Dual Currency Notes:	Payments (whether in respect of principal or interest and whether at maturity or otherwise) in respect of Dual Currency Notes will be made in such currencies, and based on such rates of exchange, as the Issuer and the relevant Dealer may agree (as indicated in the applicable Final Terms).
Zero Coupon Notes:	Zero Coupon Notes will be offered and sold at a discount to their nominal amount and will not bear interest other than in the case of late payment.
Redemption:	The Final Terms relating to each Tranche of Notes will indicate either that the Notes of such Tranche cannot be redeemed prior to their stated maturity (other than in speciUed instalments (see below),

	if applicable, or for taxation reasons or following an Event of Default) or that such Notes will be redeemable at the option of the Issuer (Issuer Call) and/or the Noteholders (Investor Put) upon giving not less than 30 nor more than 60 days' irrevocable notice (or such other notice period (if any) as is indicated in the applicable Final Terms) to the Noteholders or the Issuer, as the case may be, on a date or dates speciUed prior to such stated maturity and at a price or prices and on such terms as are indicated in the applicable Final Terms.
	The Final Terms may provide that Notes may be redeemable in two or more instalments of such amounts and on such dates as are indicated in the applicable Final Terms.
	Notes issued on terms that they must be redeemed before their Urst anniversary may be subject to restrictions on their denomination and distribution, see "Certain Restrictions — Notes with a maturity of less than one year" above.
Denomination of Notes:	The Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer save that the minimum denomination of each Note will be such amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant SpeciUed Currency, and save that the minimum denomination of each Note admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which would otherwise require the publication of a prospectus under the Prospectus Directive will be €50,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency).
Taxation:	All payments in respect of the Notes will be made without deduction for or on account of withholding taxes imposed within Norway, subject as provided in "Terms and Conditions of the Notes — Taxation".
Negative Pledge:	The terms of the Notes will contain a negative pledge provision, as further described in "Terms and Conditions of the Notes — Negative Pledge".
Cross Default:	The terms of the Notes will contain a cross-default provision as further described in "Terms and Conditions of the Notes — Events of Default".
Status of the Notes:	The Notes will constitute, subject to the provisions of Condition 3 unsecured and unsubordinated obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves. The payment obligations of the Issuer under the Notes shall, save for such exceptions as may be provided by applicable legislation and subject as provided above, at all times rank at least equally with all its other present and future unsecured and unsubordinated obligations.
Guarantee:	The Final Terms may provide that Notes will be unconditionally and irrevocably guaranteed by the Guarantor. The obligations of the Guarantor under such guarantee will be direct, unconditional and

	subject to the provisions of unsecured obligations of the Guarantor and will rank pari passu and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations of the Guarantor from time to time outstanding.
Substitution:	The terms of the Notes will contain a provision permitting the substitution, without the consent of Noteholders, of a subsidiary of the Issuer as principal debtor in respect of the relevant Series of Notes, subject to satisfaction of further conditions, as further described in "Terms and Conditions of the Notes — Substitution".
Rating:	Notes issued pursuant to the Programme may be rated or unrated. Where an issue of Notes is rated, its rating will not necessarily be the same as the rating applicable to the Programme. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
Listing:	Application has been made to the UK Listing Authority for Notes issued under the Programme up to the expiry of 12 months from the date of this Offering Circular to be admitted to the OfUcial List and to the London Stock Exchange for such Notes to be admitted to trading on the London Stock Exchange's regulated market. The Notes may be listed or admitted to trading, as the case may be, on other or further stock exchanges or markets agreed between the Issuer and the relevant Dealer in relation to the Series.
	Notes which are neither listed nor admitted to trading on any market may also be issued.
	The applicable Final Terms will state whether or not and, if so, on which stock exchange(s) and/or markets the Notes are to be listed and/or admitted to trading.
Governing Law:	English law.
Selling Restrictions:	There are selling restrictions on the offer, sale and transfer of the Notes in the United States, the European Economic Area (including the United Kingdom, France and Norway) and Japan and such other restrictions as may be required in connection with the offering and sale of a particular Tranche of Notes. See "Subscription and Sale" below.
	The Issuer is Category 2 for the purpose of Regulation S under the United States Securities Act of 1933, as amended. The Notes will be issued in compliance with the TEFRA D Rules.

RISK FACTORS

The Issuer and the Guarantor believe that the following factors may affect their ability to fulKl their obligations under Notes issued under the Programme.All of these factors are contingencies which may or may not occur and neither the Issuer nor the Guarantor is in a position to express a view on the likelihood of such contingency occurring.

In addition, factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme are also described below.

The Guarantor is a wholly owned subsidiary of the Issuer and engaged in entirely the same business as the Issuer. The risk factors mentioned in this Offering Circular apply to the Guarantor unless the context requires otherwise.

The Issuer and the Guarantor believe that the factors described below represent the principal risks inherent in investing in Notes issued under the Programme, but the inability of the Issuer and/or, in respect of Guaranteed Notes, the Guarantor, to pay interest, principal or other amounts on or in connection with any Notes may occur for other reasons and neither the Issuer nor the Guarantor represents that the statements below regarding the risks of holding any Notes are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Offering Circular and reach their own views prior to making any investment decision.

Factors that may affect the Issuer's ability to fulMl its obligation under Notes issued under the Programme and the Guarantor's ability to fulMl its obligations under the Guarantee

Investors are relying solely on the creditworthiness of the Issuer and the Guarantor

The Notes and the Guarantee will constitute unsubordinated and unsecured obligations of the Issuer and the Guarantor, respectively and will rank equally among themselves and equally with all other unsubordinated and unsecured obligations of the Issuer and the Guarantor, respectively (other than obligations preferred by mandatory provisions of law). Purchasers of Notes rely on the creditworthiness of the Issuer and, if applicable, the Guarantor and no other person.

In addition, investment in the Notes involves the risk that subsequent changes in actual or perceived creditworthiness of the Issuer may adversely affect the market value of the Notes.

Risks Related to Statoil's Business

A substantial or prolonged decline in oil or natural gas prices would have a material adverse effect on Statoil.

Historically, prices for oil and natural gas have Wuctuated widely in response to changes in many factors. Statoil does not and will not have control over the factors affecting prices for oil and natural gas. These factors include, but are not limited to:

global and regional economic and political developments in resource-producing regions, particularly in the Middle East and South America;
global and regional supply and demand;
the ability of the Organization of Petroleum Exporting Countries (OPEC) and other producing nations to inWuence global production levels and prices;
prices of alternative fuels which affect Statoil's realised prices under Statoil's long-term gas sales contracts;
Norwegian and foreign governmental regulations and actions;
global economic conditions;
war or other international conWicts;
changes in population growth and consumer preferences;
price and availability of new technology; and
weather conditions.

It is impossible to predict future oil and natural gas price movements with certainty. A prolonged decline in oil and natural gas prices will adversely affect Statoil's business, results of operations and Unancial condition, liquidity and Statoil's ability to Unance planned capital expenditure. In addition to the adverse affects on revenues, margins and proUtability from any fall in oil and natural gas prices a prolonged period of low prices or other indicators could lead to further reviews for impairment of the group's oil and natural gas properties. Such reviews would reWect management's view of long-term oil and natural gas prices and could result in a charge for impairment that could have a signiUcant effect on Statoil's results of operations in the period in which it occurs. Rapid material and/or sustained reductions in oil, gas and product prices can impact on the validity of the assumptions on which strategic decisions are based and can impact the economic viability of projects planned or in development.

Exploratory drilling involves numerous risks, including the risk that Statoil will encounter no commercially productive oil or natural gas reservoirs, which could materially adversely affect Statoil's results.

Statoil is exploring, or considering exploring, various geographic areas, including resource provinces such as the Norwegian Sea, the Barents Sea, the Deepwater US Gulf of Mexico, the Arctic, onshore Algeria and Libya, as well as offshore Alaska, Angola, Brazil and Venezuela, where environmental conditions are challenging and costs can be high. In addition, Statoil's use of advanced technologies requires greater pre-drilling expenditures than traditional drilling strategies. The cost of drilling, completing and operating wells is often uncertain. As a result, Statoil may incur cost overruns or may be required to curtail, delay, or cancel drilling operations because of a variety of factors, including unexpected drilling conditions, pressure or irregularities in geological formations, equipment failures or accidents, adverse weather conditions, compliance with governmental requirements and shortages or delays in the availability of drilling rigs and the delivery of equipment. For example, Statoil has entered into long-term leases on drilling rigs which may turn out not to be required for the originally intended operations and Statoil cannot be certain that these rigs will be re-employed or at what rates they will be re-employed. Fluctuations in the market for leases of drilling rigs will also have an impact on the rates Statoil can charge in re-employing these rigs. Statoil's overall drilling activity or drilling activity within a particular project area may be unsuccessful. Such failure will have a material adverse effect on Statoil's results of operations and Unancial condition.

If Statoil fails to acquire or Knd and develop additional reserves, Statoil's reserves and production will decline materially from their current levels.

The majority of Statoil's proved reserves are on the Norwegian Continental Shelf (NCS), a maturing resource area. Unless Statoil conducts successful exploration and development activities and/or acquires properties containing proved reserves, its proved reserves will decline as reserves are produced. Successful execution of Statoil's group strategy depends critically on sustaining long-term reserves replacement. If upstream resources are not progressed to proved reserves in a timely and efUcient manner, Statoil will be unable to sustain long-term replacement of reserves. In addition, the volume of production from oil and natural gas properties generally declines as reserves are depleted. For example, some of Statoil's major Uelds, such as Gullfaks, are dependent on satellite Uelds to maintain production, and, unless efforts to improve the development of satellite Uelds are successful, production will gradually decline.

In a number of resource rich countries, national oil companies control a signiUcant portion of oil and gas reserves that remain to be developed. To the extent that national oil companies choose to develop their oil and gas resources without the participation of international oil companies or that Statoil is unable to develop partnerships with national oil companies, Statoil's ability to Und and acquire or develop additional reserves will be limited.

Statoil's future production is highly dependent on successfully Unding or acquiring and developing additional reserves. If unsuccessful, Statoil may not meet its long-term ambitions for growth in production, and its future total proved reserves and production will decline and adversely affect the results of its operations and Unancial condition.

Statoil encounters competition from other oil and natural gas companies in all areas of its operations, including the acquisition of licences, exploratory prospects and producing properties.

The oil and gas industry is extremely competitive, especially with regard to exploration for, and exploitation and development of new sources of oil and natural gas.

Some of Statoil's competitors are much larger, well-established companies with substantially greater resources, and in many instances they have been engaged in the oil and gas business for much longer than Statoil has. These larger companies are developing strong market power through a combination of different factors, including:

diversiUcation and reduction of risk;
Unancial strength necessary for capital-intensive developments;
exploitation of beneUts of integration;
exploitation of economies of scale in technology and organisation;
exploitation of advantages of expertise, industrial infrastructure and reserves; and
strengthening of positions as global players.

These companies may be able to pay more for exploratory prospects and productive oil and natural gas properties and may be able to deUne, evaluate, bid for and purchase a greater number of properties and prospects, including operatorships and licences, and they may be able to invest more in developing technology, than Statoil's Unancial or human resources permit. Statoil's performance could be impeded if competitors developed or acquired intellectual property rights to technology that Statoil required or if Statoil's innovation lagged the industry.

Statoil faces challenges in achieving its strategic objective of successfully exploiting growth opportunities.

An important element of Statoil's strategy is to continue to pursue attractive growth opportunities available to it, both in enhancing and repositioning its asset portfolio and expanding into new markets. The opportunities that Statoil is actively pursuing may involve acquisitions of businesses or properties that complement or expand Statoil's existing portfolio and the challenges to renewal of Statoil's upstream portfolio are growing due to increasing competition for access to opportunities globally. Statoil's ability to successfully implement this strategy will depend on a variety of factors, including its ability to:

identify acceptable opportunities;
negotiate favourable terms;
develop the performance of new market opportunities or acquired properties or businesses promptly and proUtably;
integrate acquired properties or businesses into Statoil's operations;
arrange Unancing, if necessary; and
comply with legal regulations.

As Statoil pursues business opportunities in new and existing markets, Statoil anticipates signiUcant investments and costs in connection with the development of such opportunities. Statoil may incur or assume unanticipated liabilities, losses or costs associated with assets or businesses acquired. Any failure by Statoil to successfully pursue and exploit new business opportunities could result in Unancial losses and inhibit growth.

If Statoil is successful in the pursuit of its strategy, and no assurances can be given that it will be, Statoil's ability to achieve its Unancial, capital expenditure and production forecasts may be materially affected. Any such new projects Statoil acquires will require additional capital expenditure and will increase the cost of its discoveries and development. These projects may also have different risk proUles than Statoil's existing portfolio. These and other effects of such acquisitions could result in Statoil having to revise either or both of its forecasts with respect to unit production costs and production.

In addition, the pursuit of acquisitions or new business opportunities could divert Unancial and management resources away from Statoil's day-to-day operations to the integration of acquired operations or properties, including those operations and properties subject to the Unal phases of integration after the merger with Hydro Petroleum. Statoil may require additional debt or equity Unancing to undertake or consummate future acquisitions or projects, and such Unancing may not be available on terms satisfactory to it, if at all, and it may, in the case of equity, be dilutive to its earnings per share.

Statoil's development projects involve many uncertainties and operating risks that can prevent it from realising proKts and can cause substantial losses.

Statoil's development projects may be delayed or unsuccessful for many reasons, including cost overruns, lower oil and gas prices, equipment shortages, mechanical and technical difUculties and industrial action. These projects will also often require the use of new and advanced technologies, which may be expensive to develop, purchase and implement, and may not function as expected. In addition, some of Statoil's development projects will be located in deepwater or other hostile environments, such as the Gulf of Mexico and the Barents Sea, or produced from challenging reservoirs, which can exacerbate such problems. There is a risk that other development projects that Statoil undertakes may suffer from such problems.

Statoil development projects on the NCS also face the challenge of remaining proUtable. Statoil is increasingly developing smaller satellite Uelds in mature areas and its projects are subject to the Norwegian State's relatively high taxes on offshore activities. Statoil's other development projects in mature Uelds in Western Europe also potentially face higher operating costs. In addition, Statoil's development projects, particularly those in remote areas, could become less proUtable, or unproUtable, if Statoil experiences a prolonged period of low oil or gas prices.

Statoil faces challenges in the renewable energy sector.

Although energy production from renewables is currently modest in most countries, wind power, solar energy and biofuels are developing into signiUcant industries. Statoil cannot predict the demand for renewables. Statoil believes that technological innovation and the integration of trend-breaking technologies such as biotechnology and other new ideas is key to advancing in the renewable energy sector and meeting a proUtable, sustainable, low-carbon energy future. Some of Statoil's competitors may be able to invest more in developing technology in the renewable energy sector than Statoil does. Statoil's performance in the renewable energy sector could be impeded if competitors developed or acquired intellectual property rights to technology that Statoil required or if Statoil's innovation lagged the industry. In addition, projects in renewable energy involve emerging technologies, evolving manufacturing techniques and/or cutting edge implementation. Little precedence exists for incorporating certain renewable aspects into new or existing projects.

Statoil may not be able to produce some of its oil and gas economically due to a lack of necessary transportation infrastructure when a Keld is in a remote location.

Statoil's ability to exploit economically any discovered petroleum resources beyond its proved reserves will be dependent, among other factors, on the availability of the necessary infrastructure to transport oil and gas to potential buyers at a commercially acceptable price. Oil is usually transported by tankers to reUneries, and natural gas is usually transported by pipeline to processing plants and end-users. Statoil may not be successful in its efforts to secure transportation and markets for all of its potential production.

Some of Statoil's international interests are located in politically, economically and socially unstable areas, which could disrupt its operations.

Statoil has assets located in unstable regions around the world. For example, the states bordering the Caspian Sea dispute ownership and distribution of proceeds from the Caspian's seabed and subsoil resources. Statoil's activities in the Persian Gulf may be subject to disruption due for example, to war and terrorism. Other countries, such as Venezuela, Nigeria and Angola, where Statoil also has operations, have experienced expropriation or nationalisation of property, civil strife, strikes, acts of war, guerrilla activities and insurrections. The occurrence of incidents related to political, economic or social instability could disrupt Statoil's operations in any of these regions, causing a decline in production that could have a material adverse effect on Statoil's results of operations or Unancial condition.

Statoil's operations are subject to political and legal factors in the countries in which it operates.

Statoil has assets in a number of countries with emerging or transitioning economies, which lack well-established and reliable legal systems, where the enforcement of contractual rights is uncertain or where the governmental and regulatory framework is subject to unexpected change. Statoil's exploration and production activities in these countries are often undertaken together with national oil companies and are subject to a signiUcant degree of state control. In recent years, governments and national oil companies in some regions have begun to exercise greater authority and impose more stringent conditions on companies pursuing exploration and production activities, which is a trend Statoil expects to continue. Intervention by governments in such countries can take a wide variety of forms, including:

restrictions on exploration, production, imports and exports;
the awarding or denial of exploration and production interests;
the imposition of speciUc seismic and/or drilling obligations;
price controls;
tax or royalty increases, including retroactive claims;
nationalisation or expropriation of Statoil's assets;
unilateral cancellation or modiUcation of Statoil's licence or contract rights;
the renegotiation of contracts;
payment delays; and
currency exchange restrictions or currency devaluation.

The likelihood of these occurrences and their overall effect on Statoil vary greatly from country to country and are not predictable. If such risks materialise, they could cause Statoil to incur material costs or cause Statoil's production to decrease, potentially having a material adverse effect on Statoil's operations or Unancial condition.

Statoil's activities in certain countries could lead to sanctions.

Certain countries, including Iran and Cuba, have been identiUed by the U.S. Department of State as state sponsors of terrorism.

Statoil's activities in Cuba consist of a 30 per cent interest in a deepwater exploration block acquired from Repsol-YPF in 2006. As at 31 December 2009, Statoil had invested USD 12.5 million in these projects. These activities are not material to Statoil's business, Unancial condition or result of operations, as the total amount invested in these operations represented less than 0.03 per cent of its assets as at 31 December 2009.

In October 2002, Statoil signed a participation agreement with Petropars of Iran, pursuant to which Statoil assumed the operatorship for the offshore part of phases 6-7-8 of the South Pars gas development project in the Persian Gulf. Adjusted for impairment in 2005, a partial reversal of impairment in 2009 and cumulative depreciation charges, the net book value was USD 306.2 million at year end 2009. In addition, as a result of the merger with Norsk Hydro's oil and gas business, Statoil owns a 75 per cent interest in the Anaran Block in Iran, which was acquired by Norsk Hydro in 2000. Following the commerciality declaration of the Azar discovery in the Anaran Block in August 2006, Norsk Hydro agreed to conduct negotiations with the National Iranian Oil Company for a Master Development Plan and a Development Service Contract. The Anaran Block is currently in the exploration phase. Statoil had invested USD 104 million in the project but this amount has been fully written off following an impairment review in 2008. Work on this project has stopped. Also, as a result of the merger, Statoil owns a 100 per cent interest in the Khorramabad Exploration Block, for which Statoil is the operator. In September 2006, Norsk Hydro signed the Khorramabad Exploration and Development Contract with the National Iranian Oil Company, with a total commitment of USD 49.5 million over four years related to seismic surveys and other exploration activities. Statoil completed the gathering of seismic data in the Khorramabad Exploration Block in the fourth quarter of 2008. No further activity is planned for this licence.

In congressional testimony to the House Foreign Affairs Sub-committee on the Middle East and South Asia in October 2009, Assistant Secretary of State for Near Eastern Affairs, Jeffrey D. Feltman, testiUed that the Obama Administration intends to review oil and gas investments in Iran by foreign companies for potential violations of the Iran Sanctions Act of 1996 (ISA). Following his testimony, Statoil has, on a voluntary basis, provided ofUcials from the U.S. State Department with information about its activities and investments in Iran. The ISA requires the President of the United States to sanction companies that invest more than USD 20 million during any 12 month period in Iran's energy sector.

On 30 September 2010, the U.S. Department of State announced that Statoil was eligible to avoid new sanctions related to its activities in Iran under the so-called 'Special Rule' in the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010 (CISADA), as Statoil has pledged to end its investments in Iran's energy sector.

On 1 July 2010, the U.S. imposed new sanctions against Iran and against companies that make investments that enhance Iran's ability to develop petroleum resources or provide or facilitate the production or import of reUned petroleum products into Iran under the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010. The UN and the European Union have also adopted new restrictive measures in relation to Iran. The European Union's Council Regulation on Restrictive Measures against Iran entered into effect on 27 October 2010. Norway has announced that similar regulations will be implemented during 2010. Statoil is currently evaluating the regulations in order to ensure that Statoil at all times conducts its activities within the scope of the relevant Iran sanctions.

Statoil is exposed to potentially adverse changes in the tax regimes of each jurisdiction in which it operates.

Statoil operates in 40 countries around the world, and any of these countries could modify its tax laws in ways that would adversely affect it. Most of Statoil's operations are subject to changes in tax regimes in a similar manner as other companies in the industry. In addition, in the long-term, the marginal tax rate in the oil and gas industry tends to change with the price of crude oil. SigniUcant changes in the tax regimes of countries in which Statoil operates could have a material adverse affect on Statoil's liquidity and results of operation.

Statoil is exposed to potential losses and could be seriously harmed by natural disasters or operational catastrophes or security breaches.

Exploration for, the production of and the transportation of oil and natural gas is hazardous, and natural disasters, operator error or other occurrences can result in oil spills, gas leaks, loss of containment of hazardous materials exposed to blowouts, cratering, Ures, equipment failure, and loss of well control. Failure to manage these risks could result in injury or loss of life, damage or destruction of wells and production facilities pipelines and other property and damage to the environment. All modes of transportation of hydrocarbons contain inherent risks. A loss of contaminant of hydrocarbons and other hazardous materials could occur during transportation by road, rail, sea or pipeline. Given the high volumes involved, this is a signiUcant risk due to the potential impact of a release on the environment and people.

Offshore operations are subject to marine perils, including severe storms and other adverse weather conditions, vessel collisions, and governmental regulations as well as interruptions or termination by governmental authorities based on environmental and other considerations. Losses and liabilities arising from such events would signiUcantly reduce Statoil's revenues or increase its costs and have a material adverse effect on its operations or Unancial condition.

Statoil is exposed to risks regarding the safety and security of its operations. Inability to provide safe environments for Statoil's workforce and the public could lead to injuries or loss of life and could result in regulation action, legal liability and damage to Statoil's reputation. Security threats require continuous oversight and control. Acts of terrorism against Statoil's plants and ofUces, pipelines, transportation or computer systems could severely disrupt businesses and operations and could cause harm to people.

Statoil's crisis management systems may be ineffective.

Statoil has developed contingency plans to continue or recover operations following a disruption or incident. Inability to restore or replace critical capacity to an agreed level within an agreed timeframe could prolong the impact of any disruption and could severely affect business and operations. Likewise, Statoil has crisis management plans and capability to deal with emergencies at every level of operations. If Statoil does not respond or is not perceived to respond in an appropriate manner to either an external or internal crisis, Statoil's business and operations could be severely disrupted.

The crude oil and natural gas reserve data in this Offering Circular are only estimates, and Statoil's future production, revenues and expenditures with respect to its reserves may differ materially from these estimates.

The reliability of proved reserve estimates depends on:

the quality and quantity of Statoil's geological, technical and economic data;
whether the prevailing tax rules and other government regulations, contracts, oil, gas and other prices will remain the same as on the date estimates are made;
the production performance of Statoil's reservoirs; and
extensive engineering judgments.

Many of the factors, assumptions and variables involved in estimating reserves are beyond Statoil's control and may prove to be incorrect over time. Results of drilling, testing and production after the date of the estimates may require substantial upward or downward revisions in Statoil's reserve data. In addition, Wuctuations in oil and gas prices will have an impact on Statoil's proved reserves relating to Uelds governed by Production Sharing Agreements (PSAs), since part of Statoil's entitlement under PSAs relates to the recovery of development costs. Any downward adjustment could lead to lower future production and thus adversely affect its Unancial condition, future prospects and market value.

Statoil faces foreign exchange risks that could adversely affect its results of operations.

Statoil's business faces foreign exchange risks because a large percentage of its revenues and cash receipts are denominated in U.S. dollars while sales of reUned products may be in a variety of currencies. Fluctuations between the U.S. dollar and other currencies may adversely affect Statoil's business and can give rise to foreign exchange exposures with a consequent impact on underlying costs and revenues.

Statoil is exposed to risks relating to trading and supply activities.

Statoil is engaged in substantial trading and commercial activities in the physical markets and it also uses Unancial instruments such as futures, options, over-the-counter (OTC) forward contracts, market swaps and contracts for differences related to crude oil, petroleum products, natural gas and electricity in order to manage price volatility. Statoil also uses Unancial instruments to manage foreign exchange and interest rate risk.

Although Statoil believes it has established appropriate risk management procedures, trading activities involve elements of forecasting and Statoil bears the risk of market movements – the risk of signiUcant losses if prices develop contrary to expectations – and the risk of default by counterparties. Any of these risks could have an adverse effect on the results of Statoil's operations and Unancial condition.

The global Knancial turmoil may have impacts on Statoil's liquidity and Knancial condition that Statoil cannot currently predict.

The current economic situation could lead to reduced demand for oil and natural gas or reductions in the prices of oil and natural gas, or both, which would have a negative impact on Statoil's Unancial position, results of operations and cash Wows. Governments will be facing greater pressure on public Unances, leading to a risk of increased taxation. These factors may also lead to intensiUed competition for market share and available margin, with consequential potential adverse effects on volumes. The Unancial and economic situation may have a negative impact on third parties with whom Statoil does, or may do, business. While the ultimate outcome and impact of the current Unancial turmoil cannot be predicted, it may have a material adverse effect on Statoil's future liquidity, results of operations and Unancial condition.

Statoil may fail to attract and retain senior management and skilled personnel.

The attraction and retention of senior management and skilled personnel is a critical factor in the successful execution of Statoil's strategy as an international oil and gas group. Statoil may not always be successful in hiring or retaining suitable senior management and skilled personnel. Failure to recruit or retain senior management and skilled personnel or more generally maintain good employee relations could compromise the achievement of Statoil's strategy and cause disruption to the management structure and relationships, an increase in costs associated with staff replacement, lost business relationships or reputational damage. An inability to attract or retain suitable employees could have a signiUcant adverse impact on Statoil's ability to operate.

Failure to meet Statoil's ethical and social standards could harm Statoil's reputation and business.

Statoil's code of conduct, which applies to all employees of the group, including hired personnel, consultants, intermediaries, lobbyists and others who act on Statoil's behalf, deUnes Statoil's commitment to high ethical standards and compliance with applicable legal requirements wherever Statoil operates. Incidents of ethical misconduct or non-compliance with applicable laws and regulations could be damaging to Statoil's reputation, competitiveness and shareholder value. Multiple events of non-compliance could call into question the integrity of Statoil's operations.

Statoil sets itself high standards of corporate citizenship and aspires to contribute to a better quality of life through the products and services provided. If it is perceived that Statoil is not respecting or advancing the economic and social progress of the communities in which Statoil operates, Statoil's reputation and shareholder value could be damaged.

Risks Related to the Regulatory Regime

Competition is expected to increase in the European gas market, currently Statoil's main market for gas sales, as a result of European Union (EU) directives.

The general liberalisation of the European gas markets could adversely affect Statoil's ability to expand or even maintain its current market position or result in reduction in prices in its gas sales contracts.

Fundamental changes continue to take place in the organisation and operation of the European gas market with the objective of opening national markets to competition and integrating them into a single market for natural gas. This process started with the EU Gas Directive, which became effective in August 2000.

In July 2009, the EU adopted an expansive legislative package setting out new regulations for the internal markets in energy, electricity and gas which will enter into force in March 2011. The new regulations contain numerous requirements for energy companies relating to supply, transmission, and distribution. The requirements include greater separation of production and supply activities from transmission and distribution activities; the establishment of independent national electricity regulators charged with supporting competitive, secure and environmentally-sustainable internal markets in electricity and gas; and the harmonisation of technical standards in order to promote cross-border collaboration and investment. The new regulations also provide for a European Agency for the Cooperation of Energy Regulators with competence to oversee many parts of the legislative package.

Another EU initiative likely to impact on the market for gas involves the environmental package implemented in December 2008, which strengthens and extends the Emissions Trading Scheme and creates national targets for renewable energy. This will have positive and negative impacts on the competitive position of natural gas as a fuel.

The third focus area of EU energy policy is supply security and this has led to increased focus on projects diversifying gas supplies to the EU. As a result, the Caspian region, where Statoil participates in the Shah Deniz Ueld, is now receiving increased attention from the EU. Solutions to bring Caspian gas to Europe are receiving political support from the EU in an attempt to resolve the complex transportation issue in the region.

Most of Statoil's gas is sold under long-term gas contracts to customers in the EU, a gas market that will continue to be affected by changes in EU regulations and the implementation of such regulations in EU Member States. As a result of the directives, Statoil's ability to expand or even maintain its current market position could be materially adversely affected and quantities sold under Statoil's gas sales contracts may be subject to a material reduction in gas prices.

Statoil may incur material costs in connection with complying with, or as a result of, health, safety and environmental laws and regulations.

Compliance with environmental laws and regulations in Norway and abroad could materially increase Statoil's costs. Statoil incurs and expects to continue to incur, substantial capital and operating costs relating to compliance with increasingly complex laws and regulations covering the protection of the environment and human health and safety, including:

costs of reducing certain types of emissions to air and discharges to the sea;
remediation of environmental contamination at various owned and previously-owned facilities and at third-party sites where Statoil's products or waste have been handled or disposed of;
compensation of persons claiming damages caused by Statoil's activities or accidents; and
costs in connection with the decommissioning of drilling platforms and other facilities.

The Norwegian Petroleum Safety Authority was established on 1 January 2004, with regulatory responsibility for safety, emergency preparedness and the working environment for all petroleumrelated activities.

In Statoil's capacity as holder of licences on the NCS under the Norwegian Petroleum Act of 29 November 1996, Statoil is subject to statutory strict liability in respect of losses or damage suffered as a result of pollution caused by spills or discharges of petroleum from petroleum facilities covered by any of its licences. This means that anyone who suffers losses or damage as a result of pollution caused by operations in any of Statoil's NCS licence areas can claim compensation from it without needing to demonstrate that the damage is due to any fault on Statoil's part.

Whether in Norway or abroad, new laws and regulations, the imposition of tougher requirements on licences, increasingly strict enforcement of or new interpretations of existing laws and regulations, or the discovery of previously unknown contamination may require future expenditure in order to:

modify operations;
install pollution control equipment;
implement additional safety measures;
perform site clean-ups; or
curtail or cease certain operations.

In particular, Statoil may be required to incur signiUcant costs to comply with the 1997 Kyoto Protocol to the United Nations Framework Convention on Climate Change, known as the Kyoto Protocol, and other pending EU laws and directives. In addition, increasingly strict environmental requirements, including those relating to petrol sulphur levels and diesel quality, affect product speciUcations and operational practices. Future expenditure to meet such speciUcations could have a material adverse effect on Statoil's operations or Unancial condition.

Compliance with laws, regulations and obligations relating to climate change and other environmental regulations could result in substantial capital expenditure, reduced proUtability from changes in operating costs, and revenue generation and strategic growth opportunities being affected. Many of Statoil's mature Uelds are producing increasing quantities of water with oil and gas. Statoil's ability to dispose of this water in environmentally acceptable ways may have an impact on Statoil's oil and gas production.

If Statoil does not apply resources to overcome the perceived trade-off between global access to energy and the protection or improvement of the natural environment, Statoil could fail to live up to Statoil's aspirations of no or minimal damage to the environment and contributing to human progress.

Risk of increased regulation due to the Deepwater Horizon accident and BP's oil spill in the Gulf of Mexico

The Deepwater Horizon accident and BP's oil spill in the Gulf of Mexico is likely to result in more stringent regulation of oil and gas activities in the United States and potentially elsewhere, particularly relating to environmental, health and safety protection controls and oversight of drilling operations as well as access to new drilling areas. New regulations and legislation, as well as evolving practices, would increase the cost of compliance and may require changes to Statoil's drilling operations and Statoil's exploration and development plans. Statoil is not currently aware of any such new regulations or legislation that will require signiUcant changes to Statoil's drilling operations and Statoil's exploration and development plans.

Political and economic policies of the Norwegian State could affect Statoil's business.

The Norwegian State plays an active role in the management of NCS hydrocarbon resources. In addition to its direct participation in petroleum activities through the State's Direct Financial Interest (SDFI) and its indirect impact through tax and environmental laws and regulations, the Norwegian State awards licences for reconnaissance, production and transportation and it approves, among other things, exploration and development projects, gas sales contracts and applications for (gas) production rates for individual Uelds. The Norwegian State may, if important public interests are at stake, also instruct Statoil and other oil companies to reduce production of petroleum. Furthermore, in the production licences in which the SDFI holds an interest, the Norwegian State retains the ability to direct petroleum licensees' actions in certain circumstances.

If the Norwegian State were to take additional action pursuant to its extensive power over activities on the NCS or to change laws, regulations, policies or practices relating to the oil and gas industry, Statoil's NCS exploration, development and production activities and results of operations could be materially and adversely affected.

Risks Related to Statoil's Ownership by the Norwegian State

The interests of Statoil's majority shareholder, the Norwegian State, may not always be aligned with the interests of Statoil's other shareholders, which may affect Statoil's decisions relating to the NCS.

The Norwegian Parliament, known as the Storting, and the Norwegian State have resolved that the Norwegian State's shares in Statoil and the SDFI's interests in NCS licences must be managed in accordance with a coordinated ownership strategy for the Norwegian State's oil and gas interests. Under this strategy, the Norwegian State has required Statoil to continue to market the Norwegian State's oil and gas together with Statoil's own as a single economic unit.

Pursuant to the coordinated ownership strategy for the Norwegian State's shares in Statoil and the SDFI, the Norwegian State requires Statoil, in its activities on the NCS, to take account of the Norwegian State's interests in all decisions that may affect the development and marketing of Statoil's own and the Norwegian State's oil and gas.

The Norwegian State held 67 per cent of Statoil's ordinary shares as of 12 March 2010. A two-thirds majority is required to decide matters submitted to a vote of shareholders, and the Norwegian State effectively has the power to inWuence the outcome of any shareholder vote due to the size of its percentage ownership in Statoil's shares, including amending Statoil's articles of association and electing all non-employee members of the corporate assembly. The employees are entitled to be represented by up to one-third of the members of the board of directors and one-third of the corporate assembly.

The corporate assembly is responsible for electing Statoil's board of directors. It also makes recommendations to the general meeting concerning the board of directors' proposals relating to the company's annual accounts, balance sheet, allocation of proUts and coverage of loss. The interests of the Norwegian State in deciding these and other matters and the factors it considers in exercising its votes, especially under the coordinated ownership strategy for the SDFI and Statoil's shares held by the Norwegian State, could be different from the interests of Statoil's other shareholders. Accordingly, when making commercial decisions relating to the NCS, Statoil has to take the Norwegian State's coordinated ownership strategy into account, and Statoil may not be able to fully pursue its own commercial interests, including those relating to its strategy for the development, production and marketing of oil and gas.

If the Norwegian State's coordinated ownership strategy is not implemented and pursued in the future, then Statoil's mandate to continue to sell the Norwegian State's oil and gas together with its own as a single economic unit is likely to be prejudiced. Loss of the mandate to sell the SDFI's oil and gas could have an adverse effect on Statoil's position in its markets.

Factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme

The Notes may not be a suitable investment for all investors

Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

(i) have sufUcient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Offering Circular or any applicable supplement;
(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular Unancial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio;
(iii) have sufUcient Unancial resources and liquidity to bear all of the risks of an investment in the Notes, including Notes with principal or interest payable in one or more currencies, or where the currency for principal or interest payments is different from the potential investor's currency;
(iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and Unancial markets; and
(v) be able to evaluate (either alone or with the help of a Unancial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

Some Notes are complex Unancial instruments. Sophisticated institutional investors generally do not purchase complex Unancial instruments as stand-alone investments. They purchase complex Unancial instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in Notes which are complex Unancial instruments unless it has the expertise (either alone or with a Unancial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of the Notes and the impact this investment will have on the potential investor's overall investment portfolio.

Risks related to the structure of a particular issue of Notes

A wide range of Notes may be issued under the Programme. A number of these Notes may have features which contain particular risks for potential investors. Set out below is a description of the most common such features.

Notes subject to optional redemption by the Issuer

An optional redemption feature of Notes is likely to limit their market value. During any period when the Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period.

The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a signiUcantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.

Index Linked Notes and Dual Currency Notes

The Issuer may issue Notes with principal or interest determined by reference to an index or formula, to changes in the prices of securities or commodities, to movements in currency exchange rates or other factors (each, a Relevant Factor). In addition, the Issuer may issue Notes with principal or interest payable in one or more currencies which may be different from the currency in which the Notes are denominated. Potential investors should be aware that:

(i) the market price of such Notes may be volatile;
(ii) they may receive no interest;
(iii) payment of principal or interest may occur at a different time or in a different currency than expected;
(iv) they may lose all or a substantial portion of their principal;
(v) a Relevant Factor may be subject to signiUcant Wuctuations that may not correlate with changes in interest rates, currencies or other indices;
(vi) if a Relevant Factor is applied to Notes in conjunction with a multiplier greater than one or contains some other leverage factor, the effect of changes in the Relevant Factor on principal or interest payable likely will be magniUed; and
(vii) the timing of changes in a Relevant Factor may affect the actual yield to investors, even if the average level is consistent with their expectations. In general, the earlier the change in the Relevant Factor, the greater the effect on yield.

The historical experience of an index should not be viewed as an indication of the future performance of such index during the term of any Index Linked Notes. Accordingly, potential investors should consult their own Unancial and legal advisers about the risk entailed by an investment in any Index Linked Notes and the suitability of such Notes in light of their particular circumstances.

Partly-paid Notes

The Issuer may issue Notes where the issue price is payable in more than one instalment. Failure to pay any subsequent instalment could result in an investor losing all of his investment.

Variable rate Notes with a multiplier or other leverage factor

Notes with variable interest rates can be volatile investments. If they are structured to include multipliers or other leverage factors, or caps or Woors, or any combination of those features or other similar related features, their market values may be even more volatile than those for securities that do not include those features.

Inverse Floating Rate Notes

Inverse Floating Rate Notes have an interest rate equal to a Uxed rate minus a rate based upon a reference rate such as LIBOR. The market values of those Notes typically are more volatile than market values of other conventional Woating rate debt securities based on the same reference rate (and with otherwise comparable terms). Inverse Floating Rate Notes are more volatile because an increase in the reference rate not only decreases the interest rate of the Notes, but may also reWect an increase in prevailing interest rates, which further adversely affects the market value of these Notes.

Fixed/Floating Rate Notes

Fixed/Floating Rate Notes may bear interest at a rate that converts from a Uxed rate to a Woating rate, or from a Woating rate to a Uxed rate. Where the Issuer has the right to effect such a conversion, this will affect the secondary market and the market value of the Notes since the Issuer may be expected to convert the rate when it is likely to produce a lower overall cost of borrowing. If the Issuer converts from a Uxed rate to a Woating rate in such circumstances, the spread on the Fixed/Floating Rate Notes may be less favourable than then prevailing spreads on comparable Floating Rate Notes tied to the same reference rate. In addition, the new Woating rate at any time may be lower than the rates on other Notes. If the Issuer converts from a Woating rate to a Uxed rate in such circumstances, the Uxed rate may be lower than then prevailing rates on its Notes.

Notes issued at a substantial discount or premium

The market values of securities issued at a substantial discount or premium from their principal amount tend to Wuctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities.

Risks related to Notes generally

Set out below is a brief description of certain risks relating to the Notes generally.

ModiKcation, waivers and substitution

The conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit deUned majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.

EU Savings Directive

Under EC Council Directive 2003/48/EC on the taxation of savings income, Member States of the European Union (Member States) are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State. However, for a transitional period, Austria and Luxembourg are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories including Switzerland have adopted similar measures (a withholding system in the case of Switzerland).

On 15 September 2008 the European Commission issued a report to the Council of the European Union on the operation of the Directive, which included the Commission's advice on the need for change to the Directive. On 13 November 2008 the European Commission published a more detailed proposal for amendments to the Directive, which included a number of suggested changes. The European Parliament approved an amended version of this proposal on 24 April 2009. If any of those proposed changes are made in relation to the Directive, they may amend or broaden the scope of the requirements described above.

If, following implementation of this Directive, a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of tax were to be withheld from that payment, neither the Issuer nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Note as a result of the imposition of such withholding tax. If a withholding tax is imposed on payment made by a Paying Agent following implementation of this Directive, the Issuer will be required to maintain a Paying Agent in a Member State that will not be obliged to withhold or deduct tax pursuant to the Directive.

Change of law

The conditions of the Notes are based on English law in effect as at the date of this Offering Circular. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of this Offering Circular.

Trading in the clearing systems

In relation to any issue of Notes which have a minimum denomination and are tradeable in the clearing systems in amounts above such minimum denomination which are smaller than it, should deUnitive Notes be required to be issued, a holder who does not have an integral multiple of the minimum denomination in his account with the relevant clearing system at the relevant time may not receive all of his entitlement in the form of deUnitive Notes unless and until such time as his holding becomes an integral multiple of the minimum denomination.

Because the Global Notes are held by or on behalf of Euroclear and Clearstream, Luxembourg, investors will have to rely on their procedures for transfer, payment and communication with Statoil.

Notes issued under the Programme may be represented by one or more Global Notes. Such Global Notes will be deposited with a common depositary for Euroclear and Clearstream, Luxembourg. Except in the circumstances described in the relevant Global Note, investors will not be entitled to receive deUnitive Notes. While the Notes are represented by one or more Global Notes, investors will be able to trade their beneUcial interests only through Euroclear and Clearstream, Luxembourg.

While the Notes are represented by one or more Global Notes the Issuer will discharge its payment obligations under the Notes by making payments to the common depositary for Euroclear and Clearstream, Luxembourg for distribution to their account holders. A holder of a beneUcial interest in a Global Note must rely on the procedures of Euroclear and Clearstream, Luxembourg to receive payments under the relevant Notes. The Issuer has no responsibility or liability for the records relating to, or payments made in respect of, beneUcial interests in the Global Notes.

Holders of beneUcial interests in the Global Notes will not have a direct right to vote in respect of the relevant Notes. Instead, such holders will be permitted to act only to the extent that they are enabled by Euroclear and Clearstream, Luxembourg to appoint appropriate proxies. Similarly, holders of beneUcial interests in the Global Notes will not have a direct right under the Global Notes to take enforcement action against the Issuer in the event of a default under the relevant Notes but will have to rely upon their rights under the Deed of Covenant.

Risks related to the market generally

Set out below is a brief description of the principal market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk.

The secondary market generally

Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be very liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, are designed for speciUc investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors. These types of Notes generally would have a more limited secondary market and more price volatility than conventional debt securities. Illiquidity may have a severely adverse effect on the market value of Notes.

Exchange rate risks and exchange controls

The Issuer will pay principal and interest on the Notes and the Guarantor will make any payments under the Guarantee in the SpeciUed Currency. This presents certain risks relating to currency conversions if an investor's Unancial activities are denominated principally in a currency or currency unit (the Investor's Currency) other than the SpeciUed Currency. These include the risk that exchange rates may signiUcantly change (including changes due to devaluation of the SpeciUed Currency or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify exchange controls. An appreciation in the value of the Investor's Currency relative to the SpeciUed Currency would decrease (1) the Investor's Currency-equivalent yield on the Notes, (2) the Investor's Currency equivalent value of the principal payable on the Notes and (3) the Investor's Currency equivalent market value of the Notes.

Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.

Interest rate risks

Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of the Fixed Rate Notes.

Credit ratings may not reMect all risks

One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may not reWect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.

Legal investment considerations may restrict certain investments

The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents which have previously been published or are published simultaneously with this Offering Circular and have been approved by the UK Listing Authority or Uled with it shall be incorporated in, and form part of, this Offering Circular:

(a) the auditors' reports and the consolidated audited annual Unancial statements for the Unancial years ended 31 December 2008 and 31 December 2009 of Statoil ASA contained on pages 193 to 280 and 202 to 292 respectively of Statoil ASA's Annual Reports on Form 20F for the years ended 31 December 2008 and 31 December 2009;
(b) the unaudited consolidated Unancial statements of Statoil ASA for the period ended 30 September 2010 contained on pages 31 to 42 of Statoil ASA's Financial statements and review – 3rd quarter 2010;
(c) the auditors' reports and the non-consolidated audited annual Unancial statements for the Unancial years ended 31 December 2008 and 31 December 2009 of Statoil Petroleum AS; and
(d) the terms and conditions set out on pages 42 to 63 of the base prospectus relating to the Programme dated 3 March 2009.

Following the publication of this Offering Circular a supplement may be prepared by the Issuers and approved by the UK Listing Authority in accordance with Article 16 of the Prospectus Directive. Statements contained in any such supplement (or contained in any document incorporated by reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be deemed to modify or supersede statements contained in this Offering Circular or in a document which is incorporated by reference in this Offering Circular (whether expressly, by implication or otherwise). Any statement so modiUed or superseded shall not, except as so modiUed or superseded, constitute a part of this Offering Circular.

Copies of documents incorporated by reference in this Offering Circular can be obtained from the registered ofUces of the Issuer and the Guarantor and from the speciUed ofUces of the Paying Agents for the time being in London and Luxembourg.

Any documents themselves incorporated by reference in the documents incorporated by reference in this Offering Circular shall not form part of this Offering Circular

The Issuer and the Guarantor will, in the event of any signiUcant new factor, material mistake or inaccuracy relating to information included in this Offering Circular which is capable of affecting the assessment of any Notes, prepare a supplement to this Offering Circular or publish a new Offering Circular for use in connection with any subsequent issue of Notes. The Issuer and the Guarantor have undertaken to the Dealers in the Programme Agreement (as deUned in "Subscription and Sale") that they will each comply with section 87G of the Financial Services and Markets Act 2000.

FORM OF THE NOTES

1. General

Each Tranche of Notes will be in bearer form and will be initially issued in the form of a temporary global note (a Temporary Global Note) which will:

(i) if the Global Notes are intended to be issued in new global note (NGN) form, as stated in the applicable Final Terms, be delivered on or prior to the original issue date of the Tranche to a common safekeeper (the Common Safekeeper) for Euroclear Bank SA/NV (Euroclear) and Clearstream, Luxembourg, société anonyme (Clearstream, Luxembourg); and
(ii) if the Global Notes are not intended to be issued in NGN Form, be delivered on or prior to the original issue date of the Tranche to a common depositary (the Common Depositary) for, Euroclear and Clearstream, Luxembourg.

Whilst any Note is represented by a temporary global Note, payments of principal and interest (if any) due prior to the Exchange Date (as deUned below) will be made (against presentation of the temporary global Note if the Temporary Global Note is not intended to be issued in NGN form) only to the extent that certiUcation (in a form to be provided) to the effect that the beneUcial owners of interests in such Note are not U.S. persons or persons who have purchased for resale to any U.S. person, as required by U.S. Treasury regulations, has been received by Euroclear and/or Clearstream, Luxembourg and Euroclear and/or Clearstream, Luxembourg, as applicable, has given a like certiUcation (based on the certiUcations it has received) to the Agent. Any reference in this section "Form of the Notes" to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearance system approved by the Issuer and the Agent.

On and after the date (the Exchange Date) which is the later of (i) 40 days after the temporary global Note is issued and (ii) 40 days after the completion of distribution of all the Notes is certiUed to the Agent (the Distribution Compliance Period), interests in any temporary global Note issued will be exchangeable (free of charge) upon a request as described therein either for interests in a permanent global Note without receipts, interest coupons or talons (a Permanent Global Note) or for deUnitive Notes in bearer form with, where applicable, receipts, interest coupons and talons attached (as indicated in the applicable Final Terms and subject, in the case of deUnitive Notes, to such notice period as is speciUed in the applicable Final Terms) in each case against certiUcation of beneUcial ownership as described in the second sentence of the immediately preceding paragraph unless such certiUcation has already been given. The holder of a temporary global Note will not be entitled to collect any payment of interest or principal due on or after the Exchange Date unless upon due certiUcation exchange of the temporary global Note is improperly withheld or refused. Pursuant to the Agency Agreement (as deUned under "Terms and Conditions of the Notes" below) the Agent shall arrange that, where a further Tranche of Notes is issued, the Notes of such Tranche shall be assigned a common code and ISIN by Euroclear and Clearstream, Luxembourg which are different from the common code and ISIN assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period applicable to the Notes of such Tranche.

Payments of principal and interest (if any) on a permanent global Note will be made through Euroclear and/or Clearstream, Luxembourg (against presentation or surrender (as the case may be) of the permanent global Note if the Permanent Global Note is not intended to be issued in NGN form) without any requirement for certiUcation.

The applicable Final Terms will specify that, a permanent global Note will be exchangeable (free of charge), in whole but not in part, for deUnitive Notes with, where applicable, receipts, interest coupons and talons attached upon either (a) not less than 60 days' written notice from Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such permanent global note) to the Agent as described therein or (b) only the occurrence of an Exchange Event. For these purposes, Exchange Event means that (i) an Event of Default (as deUned in Condition 9) has occurred and is continuing or (ii) the Issuer has been notiUed that both Euroclear and Clearstream, Luxembourg have been closed for a continuous period of 14 days (other than by reason of holiday statutory or otherwise) or have announced an intention permanently to cease business, or have in fact done so and no successor clearing system is available. The Issuer will promptly give notice to the Noteholders in accordance with Condition 13 if an Exchange Event occurs. In the event of the occurrence of an Exchange Event, Euroclear and Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such permanent global note) may give notice to the Agent requesting exchange. Any such exchange shall occur not later than 45 days after the date of receipt of the Urst relevant notice by the Agent. Global Notes and deUnitive Notes will be issued pursuant to the Agency Agreement.

The following legend will appear on all permanent global Notes, deUnitive Notes, receipts, interest coupons and talons:

"ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(J) AND 1287(A) OF THE INTERNAL REVENUE CODE."

The sections referred to provide that United States holders, with certain exceptions, will not be entitled to deduct any loss on Notes, receipts or interest coupons and will not be entitled to capital gains treatment of any gain on any sale, disposition, redemption or payment of principal in respect of Notes, receipts or interest coupons.

A Note may be accelerated automatically by the holder thereof in certain circumstances described in "Terms and Conditions of the Notes — Events of Default". In such circumstances, where any Note is still represented by a global Note and a holder of such Note so represented and credited to its securities account with Euroclear or Clearstream, Luxembourg gives notice that it wishes to accelerate such Note, unless within a period of 7 days from the giving of such notice payment has been made in full of the amount due in accordance with the terms of such global Note, such global Note will become void. At the same time, holders of interests in such global Note credited to their accounts with Euroclear and Clearstream, Luxembourg will become entitled to proceed directly against the Issuer or (in the case of Notes having the beneUt of the Guarantee) the Guarantor on the basis of statements of account provided with Euroclear and Clearstream, Luxembourg, on and subject to the terms of a deed of covenant (the Deed of Covenant) dated 29 November 2010, executed by the Issuer.

2. Form of Final Terms

The Final Terms applicable to each Tranche of Notes will be in the following form and will contain such information as is applicable in respect of such Notes (all references to numbered Conditions being to the relevant Condition in the Terms and Conditions of the relevant Notes (the Conditions)):

[Date]

STATOIL ASA

Guaranteed by STATOIL PETROLEUM AS

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] Issued pursuant to the US\$8,000,000,000 Euro Medium Term Note Programme

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be deUned as such for the purposes of the Conditions set forth in the Offering Circular dated 29 November 2010 which constitutes a base prospectus for the purposes of Directive 2003/71/EC (the Prospectus Directive). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Offering Circular. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular. The Offering Circular is available for viewing during normal business hours at and copies may be obtained from the registered ofUces of the Issuer and the Guarantor and from the speciUed ofUce of each of the Paying Agents. In addition, copies of the Offering Circular will be available at the website of the Regulatory News Service operated by the London Stock Exchange.

[The following alternative language applies if the Krst tranche of an issue which is being increased was issued under an Offering Circular with an earlier date.

Terms used herein shall be deemed to be deUned as such for the purposes of the Conditions (the Conditions) set forth in an Offering Circular dated [original date], which Conditions are incorporated by reference in the Offering Circular dated 29 November 2010. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of Directive 2003/71/EC (the Prospectus Directive) and must be read in conjunction with the Offering Circular dated 29 November 2010 which constitutes a base prospectus for the purposes of the Prospectus Directive, save in respect of the Conditions which are extracted from the Offering Circular dated [original date] and are incorporated by reference in the Offering Circular dated 29 November 2010. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular dated 29 November 2010. Copies of such Offering Circulars are available for viewing during normal business hours at and copies may be obtained from the registered ofUces of the Issuer and the Guarantor and from the speciUed ofUce of each of the Paying Agents. In addition, copies of the Offering Circular will be available at the website of the Regulatory News Service operated by the London Stock Exchange.]

[Include whichever of the following apply or specify as "Not Applicable" (N/A). Note that the numbering should remain as set out below, even if "Not Applicable" is indicated for individual Paragraphs or sub-paragraphs. Italics denote directions for completing the Final Terms.]

[When adding any other Knal terms or information consideration should be given as to whether such terms or information constitute "signiKcant new factors" and consequently trigger the need for a supplement to the Offering Circular under Article 16 of the Prospectus Directive.]

[If the Notes have a maturity of less than one year and the proceeds of the issue are accepted in the United Kingdom, the minimum denomination must be £100,000 or its equivalent in any other currency]

1.	(i) Issuer:	Statoil ASA
	[(ii)] [Guarantor:	Statoil Petroleum AS]
2.	[(i)] Series Number:	[ ]
	[(ii) Tranche Number:	[ ]
		(If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible)
3.	SpeciMed Currency or Currencies:	[ ]
4.	Aggregate Nominal Amount:
	[(i)] Series:	[ ]
	[(ii) Tranche:	[ ]]
5.	Issue Price:	[ ] per cent of the Aggregate Nominal Amount [plus accrued interest from [insert date] (if applicable)]

6.	(i)	SpeciMed Denominations:	[ ]
		(No Notes may be issued which have a minimum denomination of less than EUR 50,000 (or equivalent in another currency).)	(N.B. If an issue of Notes is (i) NOT admitted to trading on an European Economic Area exchange; and (ii) only offered in the European Economic Area in circumstances where a prospectus is not required to be published under the Prospectus Directive the €50,000 minimum denomination is not required.)
	(ii)	Calculation Amount:	[ ]
			(If only one SpeciKed Denomination, insert the SpeciKed Denomination.
			If more than one SpeciKed Denomination, insert the highest common factor. Note: There must be a common factor in the case of two or more SpeciKed Denominations.)
7.	[(i)]	Issue Date [and Interest Commencement Date]:	[ ]
	[(ii)	Interest Commencement Date (if different from the Issue Date):	[ ]
8.		Maturity Date:	[Fixed rate – specify date/Floating rate – Interest Payment Date falling in or nearest to the relevant month and year]
9.		Interest Basis:	[[ ] per cent Fixed rate] [[LIBOR/EURIBOR] +/— [ ] per cent Floating Rate Zero Coupon] [Index Linked Interest] [Dual Currency Interest] [specify other] (further particulars speciUed below)
10.		Redemption/Payment Basis:	[Redemption at par] [Index Linked Redemption] [Dual Currency Redemption] [Partly Paid] [Instalment] [specify other]
			(N.B. If the Final Redemption Amount is other than 100 per cent of the nominal value the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation (EC/809/2004) will apply.)
11.		Change of Interest Basis or Redemption/Payment Basis:	[Specify details of any provision for convertibility of Notes into another interest basis or redemption/ payment basis]

12.		Put/Call Options:	[Investor Put] [Issuer Call] [(further particulars speciUed below)]
13.		[Date [Board] approval for issuance of Notes [and Guarantee] obtained:	[ ] (N.B. Only relevant where Board (or similar) authorisation is required for the particular tranche of Notes or related Guarantee)
14.		Method of distribution:	[Syndicated/Non-syndicated]
		Provisions Relating to Interest (if any) Payable
15.		Fixed Rate Note Provisions	[Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)
	(i)	Rate[(s)] of Interest.	[ ] per cent per annum (payable [annually/semi-annually/quarterly/monthly] in arrear) (If payable other than annually, consider amending Condition 4)
	(ii)	Interest Payment Date(s):	[[ ] in each year up to including the Maturity Date]/ [Specify other] (NB: This will need to be amended in the case of long or short coupons)
	(iii)	Fixed Coupon Amount[(s)]: (Applicable to Notes in deKnitive form)	[ ] per Calculation Amount
	(iv)	Broken Amount[(s)]:	[ ] per Calculation Amount, payable on the (Applicable to Notes in deKnitive form)Interest Payment Date falling [in/on] [ ]
	(v)	Day Count Fraction:	[30/360 or Actual/Actual (ICMA) or specify other] (NB: If interest is not payable on a regular basis (for example, if there are Broken Amounts speciKed) Actual/Actual (ICMA) may not be a suitable Day Count Fraction)
	(vi)	Determination Date(s):	[ ] in each year [Insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short Krst or last coupon (N.B. This will need to be amended in the case of regular interest payment dates which are not of equal duration)] (NB: Only relevant where Day Count Fraction is Actual/Actual (ICMA))
	(vii)	Other terms relating to the method of calculating interest for Fixed Rate Notes:	[Not Applicable/Give details]
16.		Floating Rate Note Provisions	[Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)
	(i)	SpeciMed Period(s)/SpeciMed Interest Payment Dates:	[ ]

	(ii)	Business Day Convention:		[Floating Rate Convention/Following Business Day Convention/ ModiUed Following Business Day Convention/ Preceding Business Day Convention/ [specify other]]
	(iii)	Additional Business Centre(s):	[	]
	(iv)	Manner in which the Rate of Interest and Interest Amount are to be determined:		[Screen Rate Determination/ISDA Determination/ specify other]
	(v)	Party responsible for calculating the Rate of Interest and Interest Amount (if not the Agent):	[	]
	(vi)	Screen Rate Determination:	[	]
		— Reference Rate:		(Either LIBOR, EURIBOR or other, although additional information is required if other – including any amendment to the fall back provisions in the Agency Agreement)
		— Interest Determination Date(s):	[	]
			LIBOR)	(Second London business day prior to the start of each Interest Period if LIBOR (other than euro LIBOR or Sterling LIBOR) and the second day on which the TARGET2 System is open prior to the start of each Interest Period if EURIBOR or euro
		— Relevant Screen Page:	[	]
	(vii)	ISDA Determination:
		— Floating Rate Option:	[	]
		— Designated Maturity:	[	]
		— Reset Dates:	[	]
	(viii)	Margin(s):	[+/-] [	] per cent per annum
	(ix)	Minimum Rate of Interest:	[	] per cent per annum
	(x)	Maximum Rate of Interest:	[	] per cent per annum
	(xi)	Day Count Fraction:	[	]
	(xii)	Fall back provisions, rounding provisions, and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions:	[	]
17.		Zero Coupon Note Provisions		[Applicable/Not Applicable] (If not applicable, delete the remaining sub paragraphs of this paragraph)
	(i)	Accrual Yield:	[	] per cent per annum

	(ii)	Reference Price:	[ ]
	(iii)	Any other formula/basis of determining amount payable:	[ ] (Consider applicable day count fraction if euro denominated)
	(iv)	Day Count Fraction in relation to Early Redemption Amounts and late payment:	[Conditions 6(e)(iii) and 6(j) apply/specify other]
18.		Index Linked Note Provisions	[Applicable/Not Applicable] (If not applicable, delete the remaining sub paragraphs of this paragraph)
			(N.B. If the Final Redemption Amount is other than 100 per cent of the nominal value the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation will apply.)
	(i)	Index/Formula	[give or annex details]
	(ii)	Calculation Agent	[give name (and, if the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies, address)]
	(iii)	Party responsible for calculating the [ Rate of Interest (if not the Calculation Agent) and Interest Amount (if not the Agent)	]
	(iv)	Provisions for determining Coupon where calculation by reference to Index and/or Formula is impossible or impracticable:	[need to include a description of market disruption or settlement disruption events and adjustment provisions]
	(v)	SpeciMed Period(s)/SpeciMed Interest Payment Dates:	[ ]
	(vi)	Business Day Convention:	[Floating Rate Convention/Following Business Day Convention/ModiUed Following Business Day Convention/Preceding Business Day Convention/specify other]
	(vii)	Additional Business Centre(s):	[ ]
	(viii)	Minimum Rate of Interest:	[ ] per cent per annum
	(ix)	Maximum Rate of Interest:	[ ] per cent per annum
	(x)	Day Count Fraction:	[ ]
19.		Dual Currency Note Provisions	[Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)
			(N.B. If the Final Redemption Amount is other than 100 per cent of the nominal value the Notes

will be derivative securities for the purposes of the

			Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation will apply.)
	(i)	Rate of Exchange/method of calculating Rate of Exchange:	[give or annex details]
	(ii)	Party, if any responsible for calculating the principal and/or interest due (if not the Agent):	[ ]
	(iii)	Provisions applicable calculation by reference to Rate of Exchange impossible or impracticable:	[need to include a description of market disruption or settlement disruption events and adjustment provisions]
	(iv)	Person at whose option SpeciMed Currency(ies) is/are payable:	[ ]
		Provisions Relating to Redemption
20.		Issuer Call	[Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)
	(i)	Optional Redemption Date(s):	[ ]
	(ii)	Optional Redemption Amount(s) and method, if any, of calculation of such amount(s):	[[ ] per Calculation Amount/specify other/ see Appendix]
	(iii)	If redeemable in part:
		(a) Minimum Redemption Amount:	[ ]
		(b) Higher Redemption Amount:	[ ]
	(iv)	Notice period (if other than as set out in the Conditions):	[ ]
21.		Investor Put	[Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)
	(i)	Optional Redemption Date(s):	[ ]
	(ii)	Optional Redemption Amount(s) and method, if any, of calculation of such amount(s):	[[ ] per Calculation Amount/specify other/ see Appendix]
	(iii)	Notice period (if other than as set out in the Conditions):	[ ]
22.		Final Redemption Amount	[[ ] per Calculation Amount/specify other/ see Appendix]
			(N.B. In relation to any issue of Notes which are expressed at paragraph 6 above to have a minimum denomination and tradeable amounts above such minimum denomination which are

smaller than it the following wording should be added: "For the avoidance of doubt, in the case of a holding of Notes in an integral multiple of [ ] in excess of [ ] as envisaged in paragraph 6 above, such holding will be redeemed at its nominal amount.")

(N.B. If the Final Redemption Amount is other than 100 per cent of the nominal value the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation (EC/809/2004) will apply.)

23. Early Redemption Amount(s) payable on [[ ] per Calculation Amount/specify other/ redemption for taxation reasons or on see Appendix] event of default and/or the method of calculating the same (if required or if different from that set out in Condition 6(e)):

GENERAL PROVISIONS APPLICABLE TO THE NOTES

24. Form of Notes:

[(i) Form:] [Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for DeUnitive Notes upon [not less than 60 days' notice][only upon the occurrence of an Exchange Event]]

[Temporary Global Note exchangeable for DeUnitive Notes on and after the Exchange Date] (N.B. In the case of securities with a minimum denomination of €50,000 and integral multiples of €1,000 thereafter will be exchangeable for deUnitive Notes only upon the occurrence of an Exchange Event. Furthermore, such SpeciUed Denomination construction is not permitted in relation to any issue of Notes which is to be represented by a Temporary Global Note exchangeable for deUnitive Notes.)

[Notes shall not be physically delivered in Belgium, except to a clearing system, a depository or other institution for the purpose of their immobilisation in accordance with article 4 of the Belgian Law of 14 December 2005. 1]

[(ii) New Global Notes: [Yes][No]]

Additional Financial Centre(s) or other special provisions relating to Payment Dates:

25. [Not Applicable/give details.] (Note that this item relates to the place of payment, and not interest period end dates, to which items 16(iii) and 18(vi) relate)

¹ Include for Notes that are to be offered in Belgium.

26.	Talons for future Coupons or Receipts to be attached to DeMnitive Notes (and dates on which such Talons mature):	[Yes/No: If yes, give details]
27.	Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:	[Not Applicable/give details] (NB: a new form of Temporary Global Note may be required for Partly Paid issues)
28.	Details relating to Instalment Notes: Instalment Amount, Instalment Date:	[ ]
29.	Redenomination:	Redenomination [not] applicable (if Redenomination is applicable, specify the terms of the redenomination in an Annex to the Final Terms)
30.	Other Mnal terms:	[Not Applicable/give details] (When adding any other Knal terms consideration should be given as to whether such terms constitute "signiKcant new factors" and consequently trigger the need for a supplement to the Offering Circular under Article 16 of the Prospectus Directive)
		(Consider including a term providing for tax certiKcation if required to enable interest to be paid gross by Issuer.)
	Distribution
31.	(i) If syndicated, names of Managers:	[Not Applicable/give names]
		(If the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies, include names of entities agreeing to underwrite the issue on a Krm commitment basis and names of the entities agreeing to place the issue without a Krm commitment or on a "best efforts" basis if such entities are not the same as the Managers.)
	(ii) Date of [Subscription] Agreement:	[ ]
		(The above is only relevant if the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies).
	(iii) Stabilising Manager (if any):	[Not Applicable/give names]
32.	In non-syndicated, name of relevant Dealer: [Not Applicable/give names]
33.	U.S. Selling Restrictions:	[Reg. S Compliance Category; TEFRA D/TEFRA C/TEFRA not applicable]
34.	Additional selling restrictions:	[Not Applicable/give names]

Purpose of Final Terms

These Final Terms comprise the details required for issue and admission to trading on the London Stock Exchange's regulated market of the Notes described herein pursuant to the listing of the US\$8,000,000,000 Euro Medium Term Note Programme of Statoil ASA.

No Breach of Borrowing Limit

The Issuer conUrms that it is not in breach of, and the issue of the Notes will not breach, any corporate borrowing limits which the Issuer is subject to.

Responsibility

The Issuer and the Guarantor accept responsibility for the information contained in these Final Terms. [[ ] has been extracted from [ ]. The Issuer conUrms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by [ ], no facts have been omitted which would render the reproduced information inaccurate or misleading.]

Signed on behalf of the Issuer [Signed on behalf of the Guarantor:

By........................................................... By .......................................................... Duly authorised Duly authorised]

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

the London Stock Exchange's regulated market and listed on the OfUcial List of the UK Listing Authority with effect from [ ].] [Not Applicable.]
--------------------------------------------------------------------------------------------------------------------------------------------------------------

(ii) Estimate of total expenses related [ ] to admission to trading:

2. RATINGS

Ratings: The Notes to be issued have been rated:

[S & P:	[	]]
[Moody's:	[	]]
[[Other]:	[	]]

(The above disclosure should reMect the rating allocated to Notes of the type being issued under the Programme generally or, where the issue has been speciKcally rated, that rating.)

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

[Save for any fees payable to the Dealers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. – Amend as appropriate if there are other interests]

[(When adding any other description, consideration should be given as to whether such matters described constitute "signiKcant new factors" and consequently trigger the need for a supplement to the Offering Circular under Article 16 of the Prospectus Directive.)]

4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

[(i)	Reasons for the offer	[	]
[(ii)]	Estimated net proceeds:	[	]
[(iii)]	Estimated total expenses:	[	].

(N.B.: Delete unless the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies, in which case (i) above is required where the reasons for the offer are different from making proKt and/or hedging certain risks such reasons are inserted in (i) and where this is the case disclosure of net proceeds and total expenses at (ii) and (iii) above are also required.)

5. YIELD (Fixed Rate Notes only)

Indication of yield: [ ]

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

6. PERFORMANCE OF INDEX/FORMULA, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING (Index-Linked Notes only)

[Need to include details of where past and future performance and volatility of the index/formula can be obtained.]

[Where the underlying is an index need to include the name of the index and a description if composed by the Issuer and if the index is not composed by the Issuer need to include details of where the information about the index can be obtained. Where the underlying is not an index need to include equivalent information.]

[Include other information concerning the underlying required by paragraph 4.2 of Annex XII of the Prospectus Directive Regulation.]

[(When completing the above paragraphs, consideration should be given as to whether such matters described constitute "signiKcant new factors" and consequently trigger the need for a supplement to the Offering Circular under Article 16 of the Prospectus Directive.)]

The Issuer [intends to provide post-issuance information [specify what information will be reported and where it can be obtained]] [does not intend to provide post-issuance information].

(N.B. This paragraph 6 only applies if the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies.)

7. PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ONVALUE OF INVESTMENT (Dual Currency Notes only)

[Need to include details of where past and future performance and volatility of the relevant rates can be obtained.]

[(When completing this paragraph, consideration should be given as to whether such matters described constitute "signiKcant new factors" and consequently trigger the need for a supplement to the Offering Circular under Article 16 of the Prospectus Directive.)]

(N.B. This paragraph 7 only applies if the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies.)

8. OPERATIONAL INFORMATION

(i) ISIN Code: [ ] (ii) Common Code: [ ]
(iii) Any clearing system(s) other than Euroclear [Not Applicable/give name(s) and number(s)] Bank S.A./N.V. and Clearstream, Luxembourg, société anonyme and the relevant identiUcation number(s):
(iv) Delivery: Delivery [against/free of] payment (v) Names and addresses of additional [ ] Paying Agent(s) (if any):

[(vi) Intended to be held in a manner which [Yes] [No]

would allow Eurosystem eligibility: [Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.] [include this text if "yes" selected in which case the Notes must be issued in NGN form]

TERMS AND CONDITIONS OF THE NOTES

The following are the Terms and Conditions of the Notes which will be incorporated by reference into each global Note and each de5nitive Note, in the latter case only if permitted by the relevant stock exchange or listing authority (if any) and agreed by the Issuer and the relevant Dealer at the time of issue but, if not so permitted and agreed, such de5nitive Note will have endorsed thereon or attached thereto such Terms and Conditions. The applicable Final Terms in relation to any Tranche of Notes may specify other terms and conditions which shall, to the extent so speci5ed or to the extent inconsistent with the following Terms and Conditions, replace or modify the following Terms and Conditions for the purpose of such Notes. The applicable Final Terms (or the relevant provisions thereof) will be endorsed upon, or attached to, each temporary global Note, permanent global Note and de5nitive Note. Reference should be made to "Form of the Notes" above for a description of the content of Final Terms which will include certain terms used in the following Terms and Conditions or specify which of such terms are to apply in relation to the relevant Notes.

This Note is one of a Series (as de]ned below) of Notes issued by Statoil ASA (the Issuer) pursuant to the Agency Agreement (as de]ned below).

References herein to the Notes shall be references to the Notes of this Series and shall mean:

(i) in relation to any Notes represented by a global Note, units of each Speci]ed Denomination in the Speci]ed Currency;
(ii) de]nitive Notes issued in exchange for a global Note; and
(iii) any global Note.

The Notes, the Receipts (as de]ned below) and the Coupons (as de]ned below) also have the bene]t of an amended and restated Agency Agreement (such Agency Agreement, as modi]ed and/or restated and/or supplemented from time to time, the Agency Agreement) dated 29 November 200 and made among the Issuer, Statoil Petroleum AS (the Guarantor), The Bank of New York Mellon as issuing and principal paying agent and agent bank (the Agent, which expression shall include any successor agent speci]ed in the applicable Final Terms) and the other paying agents named therein (together with the Agent, the Paying Agents, which expression shall include any additional or successor paying agents).

If so indicated in the applicable Final Terms, the Notes will have the bene]t of the deed of guarantee executed by the Guarantor (such deed as modi]ed and/or restated and/or supplemented from time to time, the Guarantee) dated 29 November 200.

Interest bearing de]nitive Notes (unless otherwise indicated in the applicable Final Terms) have interest coupons (Coupons) and, if indicated in the applicable Final Terms, talons for further Coupons (Talons) attached on issue. Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons or talons. De]nitive Notes repayable in instalments have receipts (Receipts) for the payment of the instalments of principal (other than the ]nal instalment) attached on issue.

The ]nal terms for this Note (or the relevant provisions thereof) are set out in Part A of the Final Terms attached to or endorsed on this Note and supplements these Terms and Conditions and may specify other terms and conditions which shall, to the extent so speci]ed or to the extent inconsistent with these Terms and Conditions, replace or modify these Terms and Conditions for the purposes of this Note. References to the applicable Final Terms are to Part A of the Final Terms (or the relevant provisions thereof) attached to or endorsed on this Note.

Any reference to Noteholders shall mean the holders of the Notes, and shall, in relation to any Notes represented by a global Note, be construed as provided below. Any reference herein to Receiptholders shall mean the holders of the Receipts and any reference herein to Couponholders shall mean the holders of any Coupons, and shall, unless the context otherwise requires, include the holders of any Talons.

As used herein, Tranche means all Notes with the same Issue Date and which are subject to the same Final Terms and "Series" means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (i) expressed to be consolidated and form a single series and (ii) identical in all respects (including as to listing and admission to trading) except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices.

The Noteholders, the Receiptholders and the Couponholders are entitled to the bene]t of the Deed of Covenant (the Deed of Covenant) dated 29 November 200 and made by the Issuer. The original of the Deed of Covenant is held by a common depositary on behalf of Euroclear (as de]ned below) and Clearstream, Luxembourg (as de]ned below).

Copies of the Agency Agreement and the Deed of Covenant are available for inspection during normal business hours at the speci]ed of]ce of each of the Agent and the other Paying Agents. Copies of the applicable Final Terms are available for viewing at and copies may be obtained from the registered of]ce of the Issuer and from the speci]ed of]ce of each of the Paying Agents save that, if this Note is neither admitted to trading on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive, the applicable Final Terms will only be available for inspection by a Noteholder holding one or more unlisted Notes of that Series and such Noteholder must produce evidence satisfactory to the relevant Paying Agent as to identity. In addition, copies of each Final Terms relating to the Notes which are either admitted to trading on the London Stock Exchange's regulated market or offered in the United Kingdom in circumstances where a prospectus is required to be published under the Prospectus Directive will be available at the website of the Regulatory News Service operated by the London Stock Exchange. Copies of each Final Terms relating to Notes which are admitted to trading on any other regulated market in the European Economic Area or offered in any other Member State of the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive will be available for viewing in accordance with Article (2) of the Prospectus Directive and the rules and regulations of the relevant regulated market. The Noteholders, the Receiptholders and the Couponholders are deemed to have notice of, and are entitled to the bene]t of, all the provisions of the Agency Agreement and the applicable Final Terms which are applicable to them.

Words and expressions de]ned in the Agency Agreement or used in the applicable Final Terms shall have the same meanings where used in these Terms and Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Agency Agreement and the applicable Final Terms, the applicable Final Terms will prevail.

1. Form, Denomination and Title

The Notes are in bearer form and, in the case of de]nitive Notes, serially numbered, in the Speci]ed Currency and the Speci]ed Denomination(s). Notes of one Speci]ed Denomination may not be exchanged for Notes of another Speci]ed Denomination.

This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, a Dual Currency Interest Note or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms.

This Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Redemption Note, a Partly Paid Note or a combination of any of the foregoing, depending upon the Redemption/Payment Basis shown in the applicable Final Terms.

De]nitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in these Terms and Conditions are not applicable.

Subject as set out below, title to the Notes, Receipts and Coupons will pass by delivery. The Issuer, the Guarantor, and any Paying Agent may deem and treat the bearer of any Note, Receipt or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any global Note, without prejudice to the provisions set out in the next succeeding paragraph.

For so long as any of the Notes is represented by a global Note held on behalf of Euroclear Bank S.A./N.V. (Euroclear) and/or Clearstream Banking, société anonyme (Clearstream, Luxembourg) each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certi]cate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Guarantor (in the case of Notes having the bene]t of the Guarantee), the Agent and any other Paying Agent as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant global Note shall be treated by the Issuer, the Guarantor (in the case of Notes having the bene]t of the Guarantee), the Agent and any other Paying Agent as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant global Note and the expressions "Noteholder" and "holder of Notes" and related expressions shall be construed accordingly. Notes which are represented by a global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear or of Clearstream, Luxembourg, as the case may be.

2. Status of the Notes and the Guarantee

(a) Status of the Notes

The Notes and the relative Receipts and Coupons (if any) constitute (subject to Condition 3) unsecured and unsubordinated obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves. The payment obligations of the Issuer under the Notes and the relative Receipts and Coupons (if any) shall, save for such exceptions as may be provided by applicable legislation and subject to Condition 3, at all times rank at least equally with all its other present and future unsecured and unsubordinated obligations.

(b) Status of Guarantee

The obligations of the Guarantor under the Guarantee constitute (subject to Condition 3 below) A unsecured and unsubordinated obligations of the Guarantor and shall at all times rank pari passu and without any preference among themselves and (with the exception of obligations in respect of national and local taxes and certain other statutory exceptions and subject as aforesaid) at least equally with all its other present and future unsecured and unsubordinated obligations.

3. Negative Pledge

(a) So long as any Note, Receipt or Coupon remains outstanding (as de]ned in the Agency Agreement):
(i) the Issuer and (in the case of Notes having the bene]t of the Guarantee) the Guarantor will not create or permit to subsist any mortgage, charge, pledge, lien or other form of encumbrance or security interest (Security) upon the whole or any part of its undertaking, assets or revenues present or future to secure any of its Relevant Debt, or any guarantee of or indemnity in respect of any Relevant Debt of any other person; or
(ii) the Issuer and (in the case of Notes having the bene]t of the Guarantee) the Guarantor will procure that no other person creates or permits to subsist any Security upon the whole or any part of the undertaking, assets or revenues present or future of that other person to secure any of the Issuer's or Guarantor's (in the case of Notes having the bene]t of the Guarantee) Relevant Debt, or any guarantee of or indemnity in respect of any of the Issuer's or Guarantor's (in the case of Notes having the bene]t of the Guarantee) Relevant Debt; or

(iii) the Issuer and (in the case of Notes having the bene]t of the Guarantee) the Guarantor will procure that no other person gives any guarantee of, or indemnity in respect of, any of its Relevant Debt,

unless, at the same time or prior thereto, the Issuer's obligations under the Notes, the Receipts and Coupons or (in the case of Notes having the bene]t of the Guarantee) the Guarantor's obligations under the Guarantee (if any):

(aa) are secured equally and rateably therewith or bene]t from a guarantee or indemnity in substantially identical terms thereto, as the case may be; or
(bb) have the bene]t of such other security, guarantee, indemnity or other arrangement as shall be approved by an Extraordinary Resolution (as de]ned in the Agency Agreement) of the Noteholders.
(b) For the purposes of this Condition:

Relevant Debt means any present or future indebtedness in the form of, or represented by, bonds, notes, debentures, loan stock or other securities which are for the time being, or are capable of being, quoted, listed or ordinarily dealt in on any stock exchange, over-the-counter or other securities market.

4. Interest

(a) Interest on Fixed Rate Notes

Each Fixed Rate Note bears interest from (and including) the Interest Commencement Date at the rate(s) per annum equal to the Rate(s) of Interest payable in arrear on the Interest Payment Date(s) in each year and on the Maturity Date if that does not fall on an Interest Payment Date.

If the Notes are in de]nitive form, except as provided in the applicable Final Terms, the amount of interest payable on each Interest Payment Date in respect of the Fixed Interest Period ending on (but excluding) such date will amount to the Fixed Coupon Amount. Payments of interest on any Interest Payment Date will, if so speci]ed in the applicable Final Terms, amount to the Broken Amount(s) so speci]ed.

As used in these Conditions, Fixed Interest Period means the period from (and including) an Interest Payment Date (or the interest Commencement Date) to (but excluding) the next (or ]rst) Interest Payment Date.

Except in the case of Notes in de]nitive form where a Fixed Coupon Amount or Broken Amount is speci]ed in the applicable Final Terms, interest shall be calculated in respect of any period by applying the Rate of Interest to:

(A) in the case of Fixed Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Fixed Rate Notes represented by such Global Note (or, if they are Partly Paid Notes, the aggregate amount paid up); or
(B) in the case of Fixed Rate Notes in de]nitive form, the Calculation Amount;

and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant ]gure to the nearest sub-unit of the relevant Speci]ed Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Speci]ed Denomination of a Fixed Rate Note in de]nitive form is a multiple of the Calculation

Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Speci]ed Denomination, without any further rounding.

In these Conditions, Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition (a):

(i) if "Actual/Actual (ICMA)" is speci]ed in the applicable Final Terms:
(a) in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the Accrual Period) is equal to or shorter than the Determination Period during which the Accrual Period ends, the number of days in such Accrual Period divided by the product of () the number of days in such Determination Period and (2) the number of Determination Dates (as speci]ed in the applicable Final Terms) that would occur in one calendar year; or
(b) in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of:
- () the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates (as speci]ed in the applicable Final Terms) that would occur in one calendar year; and
- (2) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and
(ii) if "30/360" is speci]ed in the applicable Final Terms, the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (such number of days being calculated on the basis of a year of 360 days with 2 30-day months) divided by 360.

In these conditions:

Determination Period means each period from (and including) a Determination Date to but excluding the next Determination Date (including, where either the Interest Commencement Date or the ]nal Interest Payment Date is not a Determination Date, the period commencing on the ]rst Determination Date prior to, and ending on the ]rst Determination Date following after, such date); and

sub-unit means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, means one cent.

(b) Interest on Floating Rate Notes and Index Linked Interest Notes
(i) Interest Payment Dates

Each Floating Rate Note and Index Linked Interest Note bears interest from (and including) the Interest Commencement Date and such interest will be payable in arrear on either:

(A) the Speci]ed Interest Payment Date(s) (each an Interest Payment Date) in each year speci]ed in the applicable Final Terms; or
(B) if no Speci]ed Interest Payment Date(s) is/are speci]ed in the applicable Final Terms, each date (each an "Interest Payment Date") which falls the number of months or other period speci]ed as the Speci]ed Period in the applicable Final Terms after the preceding Interest Payment Date or, in the case of the ]rst Interest Payment Date, after the Interest Commencement Date.

Such interest will be payable in respect of each Interest Period (which expression, shall, in these Terms and Conditions, mean the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or ]rst) Interest Payment Date).

If a Business Day Convention is speci]ed in the applicable Final Terms and (x) if there is no numerically corresponding day in the calendar month in which an Interest Payment Date should occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then, if the Business Day convention speci]ed is:

() in any case where Speci]ed Periods are speci]ed in accordance with Condition (b)(i)(B) above, the Floating Rate Convention, such Interest Payment Date (i) in the case of (x) above, shall be the last day that is a Business Day in the relevant month and the provisions of (B) below shall apply mutatis mutandis or (ii) in the case of (y) above, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (A) such Interest Payment Date shall be brought forward to the immediately preceding Business Day and (B) each subsequent Interest Payment Date shall be the last Business Day in the month which falls in the Speci]ed Period after the preceding applicable Interest Payment Date occurred; or
(2) the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day; or
(3) the Modi]ed Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding Business Day; or
() the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately preceding Business Day.

In this Condition, Business Day means a day which is both:

(A) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in any Additional Business Centre speci]ed in the applicable Final Terms; and
(B) either () in relation to any sum payable in a Speci]ed Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal ]nancial centre of the country of the relevant Speci]ed Currency ( which if the Speci]ed Currency is New Zealand dollars shall be Auckland) or (2) in relation to any sum payable in euro, a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System (the TARGET2 System) is open.

(ii) Rate of Interest

The Rate of Interest payable from time to time in respect of Floating Rate Notes and Index Linked Interest Notes will be determined in the manner speci]ed in the applicable Final Terms.

(A) ISDA Determination for Floating Rate Notes

Where ISDA Determination is speci]ed in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will be the relevant ISDA

Rate plus or minus (as indicated in the applicable Final Terms) the Margin (if any). For the purposes of this sub-paragraph (A), ISDA Rate for an Interest Period means a rate equal to the Floating Rate that would be determined by the Agent under an interest rate swap transaction if the Agent were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the 2006 ISDA De]nitions as amended and updated as at the Issue Date of the ]rst Tranche of the Notes, published by the International Swaps and Derivatives Association, Inc. (the ISDA DeInitions) and under which:

() the Floating Rate Option is as speci]ed in the applicable Final Terms;

(2) the Designated Maturity is a period speci]ed in the applicable Final Terms; and
(3) the relevant Reset Date is either (i) if the applicable Floating Rate Option is based on the London inter-bank offered rate (LIBOR) or on the Euro-zone inter-bank offered rate (EURIBOR) for a currency, the ]rst day of that Interest Period or (ii) in any other case, as speci]ed in the applicable Final Terms.

For the purposes of this sub-paragraph (A), (i) Floating Rate, Calculation Agent, Floating Rate Option, Designated Maturity and Reset Date have the meanings given to those terms in the ISDA De]nitions, (ii) the de]nition of Banking Day in the ISDA De]nitions shall be amended to insert after the words "are open for" in the second line, the word "general" and (iii) Euro-zone means the region comprised of Member States of the European Union that adopt the single currency in accordance with the Treaty.

(B) Screen Rate Determination for Floating Rate Notes

Where Screen Rate Determination is speci]ed in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will, subject as provided below, be either:

() the offered quotation; or
(2) the arithmetic mean (rounded if necessary to the ]fth decimal place, with 0.00000 being rounded upwards) of the offered quotations,

(expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page as at .00 a.m. (London time, in the case of LIBOR, or Brussels time, in the case of EURIBOR) on the Interest Determination Date in question plus or minus (as indicated in the applicable Final Terms) the Margin (if any), all as determined by the Agent. If ]ve or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such offered quotations.

The Agency Agreement contains provisions for determining the Rate of Interest in the event that the Relevant Screen Page is not available or if, in the case of () above, no such offered quotation appears or, in the case of (2) above, fewer than three such offered quotations appear, in each case as at the time speci]ed in the preceding paragraph.

If the Reference Rate from time to time in respect of Floating Rate Notes is speci]ed in the applicable Final Terms as being other than LIBOR or EURIBOR, the Rate of Interest in respect of such Notes will be determined as provided in the applicable Final Terms.

(iii) Minimum and/or Maximum Rate of Interest

If the applicable Final Terms speci]es a Minimum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (ii) above is less than such Minimum Rate of Interest, the Rate of Interest for such Interest Period shall be such Minimum Rate of Interest.

If the applicable Final Terms speci]es a Maximum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (ii) above is greater than such Maximum Rate of Interest, the Rate of Interest for such Interest Period shall be such Maximum Rate of Interest.

(iv) Determination of Rate of Interest and Calculation of Interest Amounts

The Agent, in the case of Floating Rate Notes, and the Calculation Agent, in the case of Index Linked Interest Notes, will at or as soon as practicable after each time at which the Rate of Interest is to be determined, determine the Rate of Interest for the relevant Interest Period. In the case of Index Linked Interest Notes, the Calculation Agent will notify the Agent of the Rate of Interest for the relevant Interest Period as soon as practicable after calculating the same.

The Agent will calculate the amount of interest (the Interest Amount) payable on the Floating Rate Notes or Index Linked Interest Notes for the relevant Interest Period by applying the Rate of Interest to:

(A) in the case of Floating Rate Notes or Index Linked Interest Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Notes represented by such Global Note (or, if they are Partly Paid Notes, the aggregate amount paid up); or
(B) in the case of Floating Rate Notes or Index Linked Interest Notes in de]nitive form, the Calculation Amount;

and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant ]gure to the nearest sub-unit of the relevant Speci]ed Currency half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Speci]ed Denomination of a Floating Rate Note or an Index Linked Interest Note in de]nitive form is a multiple of the Calculation Amount, the Interest Amount payable in respect of such Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Speci]ed Denomination, without any further rounding.

Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition :

(i) if "Actual/Actual (ISDA)" or "Actual/Actual" is speci]ed in the applicable Final Terms, the actual number of days in the Interest Period divided by 36 (or, if any portion of that Interest Period falls in a leap year, the sum of (I) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (II) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 36);
(ii) if "Actual/36 (Fixed)" is speci]ed in the applicable Final Terms, the actual number of days in the Interest Period divided by 36;
(iii) if "Actual/36 (Sterling)" is speci]ed in the applicable Final Terms, the actual number of days in the Interest Period divided by 36 or, in the case of an Interest Payment Date falling in a leap year, 366;
(iv) if "Actual/360" is speci]ed in the applicable Final Terms, the actual number of days in the Interest Period divided by 360;
(v) if "30/360", "360/360" or "Bond Basis" is speci]ed in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction = [360 x (Y – Y2)] + [30 x (M2 – M)] + (D2 – D) 360

where:

"Y" is the year, expressed as a number, in which the ]rst day of the Interest Period falls:

"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"M" is the calendar month, expressed as a number, in which the ]rst day of the Interest Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"D" is the ]rst calendar day, expressed as a number, of the Interest Period, unless such number is 3, in which case D will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 3 and D is greater than 29, in which case D2 will be 30;

(vi) if "30E/360" or "Eurobond Basis" is speci]ed in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction = [360 x (Y – Y2)] + [30 x (M2 – M)] + (D2 – D)

where:

"Y" is the year, expressed as a number, in which the ]rst day of the Interest Period falls:

360

"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"M" is the calendar month, expressed as a number, in which the ]rst day of the Interest Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"D" is the ]rst calendar day, expressed as a number, of the Interest Period, unless such number would be 3, in which case D will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 3, in which case D2 will be 30;

(v) if "30E/360 (ISDA)" is speci]ed in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction = [360 x (Y – Y2)] + [30 x (M2 – M)] + (D2 – D)

where:

"Y" is the year, expressed as a number, in which the ]rst day of the Interest Period falls:

360

"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"M" is the calendar month, expressed as a number, in which the ]rst day of the Interest Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"D" is the ]rst calendar day, expressed as a number, of the Interest Period, unless (i) that day is the last day of February or (ii) such number would be 3, in which case D will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 3 and D2 will be 30.

(vi) Noti5cation of Rate of Interest and Interest Amounts

The Agent will cause the Rate of Interest and each Interest Amount for each Interest Period and the relevant Interest Payment Date to be noti]ed to the Issuer and any stock exchange on which the relevant Floating Rate Notes or Index Linked Interest Notes are for the time being listed and notice thereof to be published in accordance with Condition 3 as soon as possible after their determination but in no event later than the fourth London Business Day thereafter. Each Interest Amount and Interest Payment Date so noti]ed may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without prior notice in the event of an extension or shortening of the Interest Period. Any such amendment will be promptly noti]ed to each stock exchange on which the relevant Floating Rate Notes or Index Linked Interest Notes are for the time being listed and to the Noteholders in accordance with Condition 3. For the purposes of this paragraph, the expression "London Business Day" means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for general business in London.

(vii) Certi5cates to be Final

All certi]cates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition (b), whether by the Agent or, if applicable, the Calculation Agent, shall (in the absence of wilful default, bad faith or manifest error) be binding on the Issuer, the Guarantor (in the case of Notes having the bene]t of the Guarantee), the Agent, the Calculation Agent (if applicable), the other Paying Agents and all Noteholders, Receiptholders and Couponholders and (in the absence as aforesaid) no liability to the Issuer, the Guarantor (in the case of Notes having the bene]t of the Guarantee), the Noteholders, the Receiptholders or the Couponholders shall attach to the Agent or the Calculation Agent (if applicable) in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.

(c) Dual Currency Notes

In the case of Dual Currency Notes, if the rate or amount of interest falls to be determined by reference to an exchange rate, the rate or amount of interest payable shall be determined in the manner speci]ed in the applicable Final Terms.

(d) Partly Paid Notes

In the case of Partly Paid Notes (other than Partly Paid Notes which are Zero Coupon Notes), interest will accrue as aforesaid on the paid-up nominal amount of such Notes and otherwise as speci]ed in the applicable Final Terms.

(e) Accrual of Interest

Each Note (or in the case of the redemption of part only of a Note, that part only of such Note) will cease to bear interest (if any) from the date for its redemption unless payment of principal is improperly withheld or refused. In such event, interest will continue to accrue until whichever is the earlier of:

(i) the date on which all amounts due in respect of such Note have been paid; and
(ii) ]ve days after the date on which the full amount of the moneys payable in respect of such Note has been received by the Agent and notice to that effect has been given to the Noteholders in accordance with Condition 3.

5. Payments

(a) Method of Payment

Subject as provided below:

(i) payments in a Speci]ed Currency other than euro will be made by transfer to an account in the relevant Speci]ed Currency maintained by the payee with, or at the option of the payee by a cheque in such Speci]ed Currency drawn on, a bank in the principal ]nancial centre of the country of such Speci]ed Currency (which, if the Speci]ed Currency is New Zealand dollars, shall be Auckland); and

(ii) payments in euro will be made by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) speci]ed by the payee or at the option of the payee, by a euro cheque.

Payments will be subject in all cases to any ]scal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition . References to "Speci]ed Currency" will include any successor currency under applicable law.

(b) Presentation of de5nitive Notes, Receipts and Coupons

Payments of principal in respect of de]nitive Notes will (subject as provided below) be made in the manner provided in paragraph (a) above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of de]nitive Notes, and payments of interest in respect of de]nitive Notes will (subject as provided below) be made as aforesaid only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Coupons, in each case at the speci]ed of]ce of any Paying Agent outside the United States (which expression, as used herein, means the United States of America (including the States and the District of Columbia and its possessions)).

Payments of instalments of principal (if any) in respect of de]nitive Notes, other than the ]nal instalment, will (subject as provided below) be made in the manner provided in paragraph (a) above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Receipt in accordance with the preceding paragraph. Payment of the ]nal instalment will be made in the manner provided in paragraph (a) above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Note in accordance with the preceding paragraph. Each Receipt must be presented for payment of the relevant instalment together with the de]nitive Note to which it appertains. Receipts presented without the de]nitive Note to which they appertain do not constitute valid obligations of the Issuer. Upon the date on which any de]nitive Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof.

Fixed Rate Notes in de]nitive form (other than Dual Currency Notes or Index Linked Notes) should be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of matured Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of 0 years after the Relevant Date (as de]ned in Condition ) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition ) or, if later, ]ve years from the date on which such Coupon would otherwise have become due, but in no event thereafter.

Upon any Fixed Rate Note in de]nitive form becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof.

Upon the date on which any Floating Rate Note, Dual Currency Note or Index Linked Note in de]nitive form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof.

If the due date for redemption of any de]nitive Note is not an Interest Payment Date, interest (if any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender of the relevant de]nitive Note.

(c) Payments in respect of global Notes

Payments of principal and interest (if any) in respect of Notes represented by any global Note will (subject as provided below) be made in the manner speci]ed above in relation to de]nitive Notes or otherwise in the manner speci]ed in the relevant global Note, where applicable against presentation or surrender, as the case may be, of such global Note at the speci]ed of]ce of any Paying Agent outside the United States.

A record of each payment made against presentation or surrender of such global Note, distinguishing between any payment of principal and any payment of interest, will be made on such global Note either by the Paying Agent to which it was presented or in the records of Euroclear and Clearstream, Luxembourg, as applicable.

(d) General provisions applicable to payments

The holder of a global Note shall be the only person entitled to receive payments in respect of Notes represented by such global Note and the Issuer or, as the case may be, the Guarantor will be discharged by payment to, or to the order of, the holder of such global Note in respect of each amount so paid. Each of the persons shown in the records of Euroclear or Clearstream, Luxembourg as the bene]cial holder of a particular nominal amount of Notes represented by such global Note must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his share of each payment so made by the Issuer or, as the case may be, the Guarantor to, or to the order of, the holder of such global Note.

Notwithstanding the foregoing provisions of this Condition, if any amount of principal and/or interest in respect of Notes is payable in U.S. dollars, such U.S. dollar payments of principal and/or interest in respect of such Notes will be made at the speci]ed of]ce of a Paying Agent in the United States if:

(i) the Issuer has appointed Paying Agents with speci]ed of]ces outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such speci]ed of]ces outside the United States of the full amount of principal and interest on the Notes in the manner provided above when due;
(ii) payment of the full amount of such principal and interest at all such speci]ed of]ces outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal and interest in U.S. dollars; and
(iii) such payment is then permitted under United States law without involving, in the opinion of the Issuer and the Guarantor (in the case of Notes having the bene]t of the Guarantee), adverse tax consequences to the Issuer and the Guarantor (in the case of Notes having the bene]t of the Guarantee).

(e) Payment Day

If the date for payment of any amount in respect of any Note, Receipt or Coupon is not a Payment Day, the holder thereof shall not be entitled to payment until the next following Payment Day in the relevant place and shall not be entitled to further interest or other payment in respect of such delay. For these purposes, Payment Day means any day which (subject to Condition ) is:

(i) in the case of Notes in de]nitive form only, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the relevant place of presentation; and
(ii) a Business Day (as de]ned in Condition (b)(i)).
(f) Interpretation of Principal and Interest

Any reference in these Terms and Conditions to principal in respect of the Notes shall be deemed to include, as applicable:

(i) any additional amounts which may be payable with respect to principal under Condition ;

(ii) the Final Redemption Amount of the Notes;
(iii) the Early Redemption Amount of the Notes;
(iv) the Optional Redemption Amount(s) (if any) of the Notes;
(v) in relation to Notes redeemable in instalments, the Instalment Amounts;
(vi) in relation to Zero Coupon Notes, the Amortised Face Amount; and
(vii) any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Notes.

Any reference in these Terms and Conditions to interest in respect of the Notes shall be deemed to include, as applicable, any additional amounts which may be payable with respect to interest under Condition .

6. Redemption and Purchase

(a) At Maturity

Unless previously redeemed or purchased and cancelled as speci]ed below, each Note (including each Index Linked Redemption Note and Dual Currency Redemption Note) will be redeemed by the Issuer at its Final Redemption Amount speci]ed in, or determined in the manner speci]ed in, the applicable Final Terms in the relevant Speci]ed Currency on the Maturity Date.

(b) Redemption for Tax Reasons

The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (if this Note is neither a Floating Rate Note nor an Index Linked Interest Note) or on any Interest Payment Date (if this Note is either a Floating Rate Note or an Index Linked Interest Note), on giving not less than 30 nor more than 60 days' notice to the Noteholders (which notice shall be irrevocable), if:

(i) on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition or (in the case of Notes having the bene]t of the Guarantee) the Guarantor would be unable for reasons outside its control to procure payment by the Issuer and in making payment itself would be required to pay such additional amounts, in each case as a result of any change in, or amendment to, the laws or regulations of the Kingdom of Norway or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or of]cial interpretation of such laws or regulations, which change or amendment becomes effective on or after the Issue Date of the ]rst Tranche of the Notes; and
(ii) such obligation cannot be avoided by the Issuer or, as the case may be, the Guarantor (in the case of Notes having the bene]t of the Guarantee) taking reasonable measures available to it,

provided that no such notice of redemption shall be given earlier than 90 days (or, in the case of Floating Rate Notes, a number of days which is equal to the aggregate of the number of days falling within the then current interest period applicable to the Floating Rate Notes plus 60 days) prior to the earliest date on which the Issuer or, as the case may be, the Guarantor (in the case of Notes having the bene]t of the Guarantee) would be obliged to pay such additional amounts were a payment in respect of the Notes then due.

Prior to the publication of any notice of redemption pursuant to this Condition 6(b), the Issuer shall deliver to the Agent a certi]cate signed by two directors of the Issuer or, as the case may be, two directors of the Guarantor (in the case of Notes having the bene]t of the Guarantee) stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognised standing to the effect that the Issuer or, as the case may be, the Guarantor (in the case of Notes having the bene]t of the Guarantee) has or will become obliged to pay such additional amounts as a result of such change or amendment.

Notes redeemed pursuant to this Condition 6(b) will be redeemed at their Early Redemption Amount referred to in paragraph (e) below together (if appropriate) with interest accrued to (but excluding) the date of redemption.

(c) Redemption at the Option of the Issuer (Issuer Call)

If Issuer Call is speci]ed in the applicable Final Terms, the Issuer shall, having given:

(i) not less than nor more than 30 days' notice to the Noteholders in accordance with Condition 3; and
(ii) not less than days before the giving of the notice referred to in (i), notice to the Agent;

(which notices shall be irrevocable), redeem all or, if so speci]ed in the applicable Final Terms, some only of the Notes then outstanding on any Optional Redemption Date and at the Optional Redemption Amount(s) speci]ed in, or determined in the manner speci]ed in, the applicable Final Terms together, if appropriate, with interest accrued to (but excluding) the relevant Optional Redemption Date. Any such redemption must be of a nominal amount not less than the Minimum Redemption Amount and not more than a Higher Redemption Amount in each case as may be speci]ed in the applicable Final Terms. In the case of a partial redemption of Notes, the Notes to be redeemed (Redeemed Notes) will be selected individually by lot, in the case of Redeemed Notes represented by de]nitive Notes, and in accordance with the rules of Euroclear and/or Clearstream, Luxembourg, (to be re_ected in the records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion) in the case of Redeemed Notes represented by a global Note, not more than 30 days prior to the date ]xed for redemption (such date of selection being hereinafter called the Selection Date). In the case of Redeemed Notes represented by de]nitive Notes, a list of the serial numbers of such Redeemed Notes will be published in accordance with Condition 3 not less than days prior to the date ]xed for redemption. No exchange of the relevant global Note will be permitted during the period from and including the Selection Date to and including the date ]xed for redemption pursuant to this paragraph (c) and notice to that effect shall be given by the Issuer to the Noteholders in accordance with Condition 3 at least days prior to the Selection Date.

(d) Redemption at the Option of the Noteholders (Investor Put)

If Investor Put is speci]ed in the applicable Final Terms, upon the holder of any Note giving to the Issuer in accordance with Condition 3 not less than nor more than 30 days' notice or such other period of notice as is speci]ed in the applicable Final Terms the Issuer will, upon the expiry of such notice, redeem, subject to, and in accordance with, the terms speci]ed in the applicable Final Terms, in whole (but not in part), such Note on the Optional Redemption Date and at the Optional Redemption Amount speci]ed in, or determined in the manner speci]ed in, the applicable Final Terms together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date. It may be that before an Investor Put can be exercised, certain conditions and/or circumstances will need to be satis]ed. Where relevant, the provisions will be set out in the applicable Final Terms.

If this Note is in de]nitive form and held outside Euroclear and Clearstream, Luxembourg, to exercise the right to require redemption of this Note the holder of this Note must deliver such Note at the speci]ed of]ce of any Paying Agent at any time during normal business hours of such Paying Agent falling within the notice period, accompanied by a duly completed and signed notice of exercise in the form (for the time being current) obtainable from any speci]ed of]ce of any Paying Agent (a Put Notice) and in which the holder must specify a bank account (or, if payment is by cheque, an address) to which payment is to be made under this Condition accompanied by this Note or evidence satisfactory to the Paying Agent concerned that this Note will, following delivery of the Put Notice, be held to its order or under its control. If this Note is represented by a global Note or is in de]nitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption of this Note the holder of this Note must, within the notice period, give notice to the Agent of such exercise in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being given on his instruction by Euroclear or Clearstream, Luxembourg or any common depositary or common safekeeper, as the case may be, for them to the Agent by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time to time.

Any Put Notice or other notice given in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg given by a holder of any Note pursuant to this paragraph shall be irrevocable except where prior to the due date of redemption an Event of Default shall have occurred and be continuing in which event such holder, at its option, may elect by notice to the Issuer to withdraw the notice given pursuant to this paragraph and instead to declare such Note forthwith due and payable pursuant to Condition 9.

(e) Early Redemption Amounts

For the purpose of paragraph (b) above and Condition 9, the Notes will be redeemed at the Early Redemption Amount calculated as follows:

(i) in the case of Notes with a Final Redemption Amount equal to the Issue Price, at the Final Redemption Amount thereof;
(ii) in the case of Notes (other than Zero Coupon Notes but including Instalment Notes and Partly Paid Notes) with a Final Redemption Amount which is or may be less or greater than the Issue Price or which is payable in a Speci]ed Currency other than that in which the Notes are denominated, at the amount speci]ed in, or determined in the manner speci]ed in, the applicable Final Terms or, if no such amount or manner is so speci]ed in the Final Terms, at their nominal amount; or
(iii) in the case of Zero Coupon Notes, at an amount (the Amortised Face Amount) calculated in accordance with the following formula:

Early Redemption Amount = RP x (I + AY)y

where:

RP means the Reference Price;

AY means the Accrual Yield expressed as a decimal; and

y is a fraction the numerator of which is equal to the number of days (calculated on the basis of a 360 day year consisting of 2 months of 30 days each) from (and including) the Issue Date of the ]rst Tranche of the Notes to (but excluding) the date ]xed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator of which is 360 or on such other basis of calculation as may be speci]ed in the applicable Final Terms.

(f) Instalments

Instalment Notes will be redeemed in the Instalment Amounts and on the Instalment Dates. In the case of early redemption, the Early Redemption Amount will be determined pursuant to paragraph (e) above.

(g) Partly Paid Notes

Partly Paid Notes will be redeemed, whether at maturity, early redemption or otherwise, in accordance with the provisions of this Condition and the applicable Final Terms.

(h) Purchases

The Issuer or the Guarantor (in the case of Notes having the bene]t of the Guarantee) may at any time purchase Notes (provided that, in the case of de]nitive Notes, all unmatured Receipts, Coupons and

Talons appertaining thereto are purchased therewith) at any price in the open market or otherwise. Such Notes may be held, reissued, resold or, at the option of the Issuer or the Guarantor (in the case of Notes having the bene]t of the Guarantee), surrendered to any Paying Agent for cancellation.

(i) Cancellation

All Notes which are redeemed will forthwith be cancelled (together with all unmatured Receipts and Coupons attached thereto or surrendered therewith at the time of redemption). All Notes so cancelled and the Notes purchased and cancelled pursuant to paragraph (h) above (together with all unmatured Receipts and Coupons cancelled therewith) shall be forwarded to the Agent and cannot be reissued or resold.

(j) Late payment on Zero Coupon Notes

If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuant to paragraph (a), (b), (c) or (d) above or upon its becoming due and repayable as provided in Condition 9 is improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Note shall be the amount calculated as provided in paragraph (e)(iii) above as though the references therein to the date ]xed for the redemption or the date upon which such Zero Coupon Note becomes due and payable were replaced by references to the date which is the earlier of:

(i) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and
(ii) ]ve days after the date on which the full amount of the moneys payable has been received by the Agent and notice to that effect has been given to the Noteholders in accordance with Condition 3.

7. Taxation

All payments of principal and interest in respect of the Notes, Receipts and Coupons by the Issuer or (in the case of Notes having the bene]t of the Guarantee) the Guarantor shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the Kingdom of Norway or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, the Guarantor (in the case of Notes having the bene]t of the Guarantee) shall pay such additional amounts as will result in receipt by the holders of the Notes, Receipts or Coupons of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable with respect to any Note, Receipt or Coupon:

(a) presented for payment in the Kingdom of Norway; or
(b) the holder of which is liable for such taxes duties, assessments or governmental charges in respect of such Note, Receipt or Coupon by reason of his having some connection with the Kingdom of Norway other than the mere holding of such Note, Receipt or Coupon; or
(c) presented for payment more than 30 days after the Relevant Date except to the extent that the holder thereof would have been entitled to such additional amounts on presenting the same for payment on such thirtieth day; or
(d) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003//EC or any law implementing or complying with, or introduced in order to conform to, such Directive; or

(e) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note, Receipt or Coupon to another Paying Agent in a Member State of the European Union.

Relevant Date means whichever is the later of (i) the date on which such payment ]rst becomes due and (ii) if the full amount payable has not been received by the Agent on or prior to such due date, the date on which, the full amount having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 3.

8. Prescription

The Notes, Receipts and Coupons will become void unless claims in respect of principal and/or interest are made within a period of 0 years (in the case of principal) and ]ve years (in the case of interest) after the Relevant Date therefor.

There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for payment in respect of which would be void pursuant to this Condition or Condition (b) or any Talon which would be void pursuant to Condition (b).

9. Events of Default

If any one or more of the following events (each an Event of Default) shall occur and is continuing:

(a) the Issuer or (in the case of Notes having the bene]t of the Guarantee) the Guarantor fails to pay any principal or interest on any of the Notes when due and such failure continues, in the case of interest, for a period of fourteen days; or
(b) the Issuer or (in the case of Notes having the bene]t of the Guarantee) the Guarantor does not perform or comply with any one or more of its other obligations in the Notes which default is incapable of remedy or is not remedied within 60 days after notice of such default shall have been given to the Agent at its speci]ed of]ce by any Noteholder; or
(c) (i) there shall have been accelerated because of default the maturity of any other present or future indebtedness in respect of moneys borrowed or raised of the Issuer or (in the case of Notes having the bene]t of the Guarantee) the Guarantor; or
(ii) any such indebtedness is not paid at ]nal maturity (as extended by any applicable grace period); or
(iii) the Issuer or (in the case of Notes having the bene]t of the Guarantee) the Guarantor fails to pay when due any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised,

provided that the aggregate amount of the relevant indebtedness, guarantees and indemnities in respect of which one or more of the events mentioned above in this Condition 9(c) have occurred equals or exceeds US\$0,000,000 or its equivalent (on the basis of the middle spot rate for the relevant currency against the U.S. dollar as quoted by any leading bank on the day on which this Condition 9(c) operates);

(d) the Issuer or (in the case of Notes having the bene]t of the Guarantee) the Guarantor is (or is, or could be, deemed by law or a court to be) insolvent or bankrupt or unable to pay its debts, stops, suspends or threatens to stop or suspend payment of all or a material part of (or of a particular type of) its debts, proposes or makes a general assignment or an arrangement or composition with or for the bene]t of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared in respect of or affecting all or any part of (or of a particular type of) the debts of the Issuer or (in the case of Notes having the bene]t of the Guarantee) the Guarantor; or
(e) an order is made or an effective resolution passed for the winding-up or dissolution of the Issuer, the Guarantor or any Principal Subsidiary, or the Issuer or (in the case of Notes having the bene]t

of the Guarantee) the Guarantor ceases or threatens to cease to carry on all or a material part of its business or operations, except:

(i) in the case of an Asset Transfer, provided that the Subsidiary to which the undertaking of assets are transferred, unconditionally and irrevocably guarantees the obligations of the Issuer under the Notes and Coupons pursuant to a guarantee in the form of a deed poll to be dated on or about the date of the Asset Transfer in the form substantially the same as the Guarantee; or
(ii) for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation:
(a) on terms approved by an Extraordinary Resolution of the Noteholders; or
(b) in the case of a Principal Subsidiary, whereby the undertaking and assets of the Principal Subsidiary are transferred to or otherwise vested in the Issuer or (in the case of Notes having the bene]t of the Guarantee) the Guarantor (as the case may be) or another of their Subsidiaries; or
(f) if the Guarantee ceases to be, or is claimed by the Issuer or the Guarantor not to be, in full force and effect; or
(g) any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of the events referred to in (d) to (f) above,

then any Note may, by notice given in writing to the Agent at its speci]ed of]ce by the holder be declared immediately due and payable whereupon it shall become immediately due and payable at the Early Redemption Amount (as described in Condition 6(e)), together with accrued interest (if any) to the date of repayment, without further formality unless such Event of Default shall have been remedied prior to the receipt of such notice by the Agent.

As used herein:

Asset Transfer means, at any particular time, any transfer or transfers by the Issuer or the Guarantor of all or a material part of the business or operations of the Issuer or, as the case may be, the Guarantor to a Subsidiary of the Issuer;

Principal Subsidiary means at any particular time, a Subsidiary whose total assets represent not less than 0 per cent of the consolidated total assets of the Issuer and its consolidated Subsidiaries as shown by the latest consolidated balance sheet of the Issuer; and

Subsidiary means, at any particular time, a company of which the Issuer or (in the case of Notes having the bene]t of the Guarantee) the Guarantor directly or indirectly owns or controls at least a majority of the outstanding voting stock giving power to elect a majority of the Board of Directors of such company.

10. Replacement of Notes, Receipts, Coupons and Talons

Should any Note, Receipt, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the speci]ed of]ce of the Agent or any Replacement Agent upon payment by the claimant of such costs and expenses as may be incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Notes, Receipts, Coupons or Talons must be surrendered before replacements will be issued.

11. Agent and Paying Agents

The names of the initial Agent and the other initial Paying Agents and their initial speci]ed of]ces are set out below.

The Issuer and the Guarantor (in the case of Notes having the bene]t of the Guarantee) is entitled to vary or terminate the appointment of any Paying Agent and/or appoint additional or other Paying Agents and/or approve any change in the speci]ed of]ce through which any Paying Agent acts, provided that:

(i) so long as the Notes are listed on any stock exchange, there will at all times be a Paying Agent with a speci]ed of]ce in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority;
(ii) the Issuer and the Guarantor (in the case of Notes having the bene]t of the Guarantee) will ensure that it maintains a Paying Agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003//EC or any law implementing or complying with, or introduced in order to conform to, such Directive;
(iii) there will at all times be a Paying Agent with a speci]ed of]ce outside Norway; and
(iv) there will at all times be an Agent.

In addition, the Issuer and the Guarantor (in the case of Notes having the bene]t of the Guarantee) shall forthwith appoint a Paying Agent having a speci]ed of]ce in New York City in the circumstances described in the ]nal paragraph of Condition (b). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 nor more than days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 3.

12. Exchange of Talons

On and after the Interest Payment Date, on which the ]nal Coupon comprised in any Coupon sheet matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at the speci]ed of]ce of the Agent or any other Paying Agent in exchange for a further Coupon sheet including (if such further Coupon sheet does not include Coupons to (and including) the ]nal date for the payment of interest due in respect of the Note to which it appertains) a further Talon, subject to the provisions of Condition .

13. Notices

All notices regarding the Notes shall be published in a leading English language daily newspaper of general circulation in London. It is expected that such publication will be made in the Financial Times or any other daily newspaper in London. The Issuer shall also ensure that notices are duly published in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are for the time being listed or by which they have been admitted to trading. Any such notice will be deemed to have been given on the date of the ]rst publication or, where required to be published in both newspapers, on the date of the ]rst publication in both such newspapers.

Until such time as any de]nitive Notes are issued, there may (provided that, in the case of Notes listed on any stock exchange or admitted to trading by another relevant authority, such stock exchange or relevant authority permits), so long as the global Note(s) is or are held in its/their entirety on behalf of Euroclear and Clearstream, Luxembourg, be substituted for such publication in such newspaper(s) the delivery of the relevant notice to Euroclear and Clearstream, Luxembourg for communication by them to the holders of the Notes. Any such notice shall be deemed to have been given to the holders of the Notes on the second day after the day on which the said notice was given to Euroclear and Clearstream, Luxembourg.

Notices to be given by any holder of the Notes shall be in writing and given by lodging the same, together (in the case of any Note in de]nitive form) with the relative Note or Notes, with the Agent. Whilst any of the Notes are represented by a global Note, such notice may be given by any holder of a Note to the Agent via Euroclear and/or Clearstream, Luxembourg, as the case may be, in such manner as the Agent and Euroclear and/or Clearstream, Luxembourg, as the case may be, may approve for this purpose.

14. Meetings of Noteholders, ModiIcation and Waiver

The Agency Agreement contains provisions for convening meetings of Noteholders to consider matters affecting their interests, including the sanctioning by Extraordinary Resolution of a modi]cation of any of these Conditions. Such a meeting may be convened by Noteholders holding not less than 0 per cent in nominal principal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution will be two or more persons holding or representing a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to modify the maturity of the Notes or the dates on which interest is payable in respect of the Notes, (ii) to reduce or cancel the principal amount of interest on the Notes, (iii) to change the currency of payment of the Notes or the Receipts or Coupons, (iv) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass an Extraordinary Resolution, or (v) to modify or cancel the obligations of the Guarantor under the Guarantee, in which case the necessary quorum will be two or more persons holding or representing not less than per cent, or at any adjourned meeting not less than 2 per cent, in principal amount of the Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed) and on all Receiptholders or Couponholders.

The Agent, the Issuer and (in the case of Notes having the bene]t of the Guarantee) the Guarantor may agree, without the consent of the Noteholders, Receiptholders or Couponholders, to:

(i) any modi]cation (except as mentioned above) of the Agency Agreement which is not prejudicial to the interests of the Noteholders; or
(ii) any modi]cation of the Notes, the Receipts, the Coupons or the Agency Agreement which is of a formal, minor or technical nature or is made to correct a manifest error or to comply with mandatory provisions of the law of the jurisdiction in which the Issuer is incorporated.

Any such modi]cation shall be binding on the Noteholders, the Receiptholders and the Couponholders and any such modi]cation shall be noti]ed to the Noteholders in accordance with Condition 3 as soon as practicable thereafter.

15. Substitution

The Issuer, or any previously substituted company, may at any time, without the consent of the Noteholders, Receiptholders or the Couponholders, substitute for itself as principal debtor under the Notes, Receipts and the Coupons a company (the Substitute) as principal debtor under the Notes, Receipts or Coupons in the manner speci]ed in Schedule 6 to the Agency Agreement, provided that no payment in respect of the Notes, the Receipts or the Coupons is at the relevant time overdue. The substitution shall be made by a deed poll (the Deed Poll), to be substantially in the form exhibited to the Agency Agreement, and may take place only if:

(i) the Substitute shall, by means of the Deed Poll, agree to indemnify each Noteholder, Receiptholder and Couponholder against any tax, duty, assessment or governmental charge which is imposed on it by (or by any authority in or of) the jurisdiction of the country of the Substitute's residence for tax purposes and/or, if different, of its incorporation with respect to any Note, Receipt or Coupon and which would not have been so imposed had the substitution not been made, as well as against any tax, duty, assessment or governmental charge, and any cost or expense, relating to the substitution;
(ii) the obligations of the Substitute under the Deed Poll, the Notes, Receipts and the Coupons shall be unconditionally and irrevocably guaranteed by the Issuer by means of the Deed Poll;
(iii) all action, conditions and things required to be taken, ful]lled and done (including the obtaining of any necessary consents) to ensure that the Deed Poll, the Notes, Receipts and Coupons

represent valid, legally binding and enforceable obligations of the Substitute and in the case of the Deed Poll of the Issuer have been taken, ful]lled and done and are in full force and effect;

(iv) the Substitute shall have become party to the Agency Agreement, with any appropriate consequential amendments, as if it had been an original party to it;
(v) each stock exchange or listing authority which has the Notes listed on such stock exchange shall have con]rmed that following the proposed substitution of the Substitute the Notes would continue to be listed on such stock exchange;
(vi) legal opinions addressed to the Noteholders shall have been delivered to them (care of the Agent) from a lawyer or ]rm of lawyers with a leading securities practice in each jurisdiction referred to in (i) above and in England as to the ful]lment of the preceding conditions of this Condition and the other matters speci]ed in the Deed Poll; and
(vii) the Issuer shall have given at least days' prior notice of such substitution to the Noteholders, stating that copies, or, pending execution, the agreed text, of all documents in relation to the substitution which are referred to above, or which might otherwise reasonably be regarded as material to Noteholders, will be available for inspection at the speci]ed of]ce of each of the Paying Agents. References in Condition 9 to obligations under the Notes shall be deemed to include obligations under the Deed Poll, and the events listed in Condition 9, shall be deemed to include that guarantee not being (or being claimed by the guarantor not to be) in full force and effect and the provisions of Condition 9(c)-9(f) inclusive shall be deemed to apply in addition to the guarantor.

16. Further Issues

The Issuer shall be at liberty from time to time without the consent of the Noteholders, Receiptholders or Couponholders to create and issue further notes having terms and conditions the same as the Notes or the same in all respects save for the amount and date of the ]rst payment of interest thereon and so that the same shall be consolidated and form a single Series with the outstanding Notes.

17. Contracts (Rights of Third Parties) Act 1999

A person who is not a Noteholder has no right under the Contracts (Rights of Third Parties) Act 999 (the Act) to enforce any term of the Notes, but this does not affect any right or remedy of a third party which exists or is available apart from the Act.

18. Governing Law and Submission to Jurisdiction

(a) The Agency Agreement, the Guarantee, the Notes, the Receipts and the Coupons and any noncontractual obligations arising out of or in connection with the Agency Agreement, the Guarantee, the Notes, the Receipts and the Coupons are governed by, and shall be construed in accordance with, English law.
(b) The courts of England are to have jurisdiction to settle any disputes (including a dispute relating to any non-contractual obligations) which may arise out of or in connection with the Notes, Receipts or Coupons and accordingly any legal action or proceedings arising out of or in connection with the Notes, Receipts or Coupons (Proceedings) may be brought in such courts. Each of the Issuer and the Guarantor irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in any such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the bene]t of each of the Noteholders, Receiptholders and Couponholders and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

(c) Each of the Issuer and the Guarantor irrevocably appoints Statoil (U.K.) Limited at its registered of]ce in England for the time being at One Kingdom Street, Paddington Central, London W2 6BD to receive service of process in any Proceedings in England based on any of the Notes, Receipts or Coupons. If for any reason the Issuer or Guarantor does not have such an agent in England, it will promptly appoint a substitute process agent and notify the Noteholders of such appointment. Nothing herein shall affect the right to serve process in any other manner permitted by law.

USE OF PROCEEDS

The net proceeds from each issue of Notes will be applied by the Issuer for its general corporate purposes which include making a pro]t. If in respect of any particular issue of Notes which are derivative securities for the purposes of Article of the Commission Regulation No 09/200 implementing the Prospectus Directive, there is a particular identi]ed use of proceeds, this will be stated in the applicable Final Terms.

STATOIL

Statoil Group

The ]nancial information in this section has been extracted without material adjustment from the Annual Report of Statoil ASA for the year ending 3 December 2009 ]led on Form 20-F with the United States Securities and Exchange Commission and the Financial Statements and Review – Third Quarter 200 as prepared under IFRS in respect of Statoil Group. In respect of Statoil Petroleum AS ]nancial statements have been prepared under Norwegian Generally Accepted Accounting Principles (NGAAP).

Overview

Statoil ASA

Statoil ASA (the Company) is the parent company of the Statoil Group (Statoil or the Group), an integrated international energy company and has its registered of]ce and principal place of business at Forusbeen 0, 03 Stavanger, Norway, telephone + 99 00 00. Statoil ASA is a public limited company with inde]nite lifetime, incorporated under the Laws of Norway on September 92 and is registered in the Norwegian Register of Business Enterprises in 90 Brønnøysund, Norway under organisation number 923 609 06. The Company was previously known as StatoilHydro ASA but changed its name to Statoil ASA on 2 November 2009.

The purpose of Statoil ASA, as set out in its articles of association, is to engage in exploration, production, transportation, re]ning and marketing of petroleum and petroleum-derived products and other forms of energy as well as other businesses. Such activities may be carried out through participation in, or cooperation with, other companies.

Statoil Petroleum AS

Statoil Petroleum AS (SP) was incorporated in Norway on February 200 with registered number 990 23. SP is registered as a limited company and operates under the laws of Norway. SP's registered of]ce is at Forusbeen 0, 03 Stavanger, Norway, and the telephone number of its registered of]ce is + 99 00 00. SP was previously known as StatoilHydro Petroleum AS but changed its name to Statoil Petroleum AS on 2 November 2009.

SP is a 00 per cent owned subsidiary of the Company. The purpose of SP, as set out in its articles of association, is more or less identical to that of the Company (see above).

Business of SP

SP is the owner of a considerable portion of the assets of Statoil (including licences, production plants and transportation systems as well as shareholdings in several international subsidiaries). Its main revenues are derived from the sale of crude oil and natural gas. SP has no employees and is controlled and operated through the business lines of the Company, which as 00 per cent owner, de]nes and develops the framework within which SP conducts its business subject to any limitation set out in the articles of association and applicable law. The business transactions of SP are carried out by the employees of the Company as an integrated part of the other business operations carried out by Statoil. The operations of SP are ]nanced through cash-_ow from its operations, as well as with long-term loans from the Company.

Business and strategy of Statoil

Statements referring to Statoil's competitive position rely on a range of sources, including analysts' reports, independent market studies and its internal assessments of its market share as well as the yearly Facts Books published by the Norwegian Petroleum Directorate (NPD) and the Facts and Statistics contents on the NPD's website www.npd.no (for the avoidance of doubt the contents of such document and website do not form part of this Offering Circular).

Based on both production and reserves Statoil is a major international oil and gas company and the largest in Scandinavia. Statoil's proved reserves as of 3 December 2009 consisted of 2, mmbbls of oil and bcm (equivalent to . trillion standard cubic feet (tcf)) of natural gas, which represents an aggregate of ,0 million barrels of oil equivalents (mmboe). Its operations commenced in 92 with a primary focus on the exploration, development and production of oil and natural gas from the Norwegian Continental Shelf (NCS). Since then, Statoil has grown both domestically and internationally into a company with approximately 29,000 employees and business operations in countries as of the end of 2009.

Statoil is the leading operator and producer of crude oil and natural gas on the technologically demanding NCS and is experiencing strong growth in its international production. The Group is among the world's largest net sellers of crude oil and condensate and in 2009 the Group was the second largest supplier of natural gas to the European market.

Statoil markets and sells the Norwegian State's and Statoil Petroleum's share of oil and gas production from the NCS. The Norwegian State has direct participating interests in licences and petroleum facilities on the NCS, organised through the State's direct ]nancial interest (SDFI). In addition to its own volumes, Statoil markets and sells the SDFI share of NCS oil and gas production. All purchases and sales of SDFI oil production are recorded as purchases (net of inventory variation) and revenue, respectively. Statoil sells, in its own name, but for the Norwegian State's account and risk, the State's production of natural gas. This sale, and related expenditures refunded by the State, are recorded net in Statoil's ]nancial statements.

The Group is one of the market leaders in the retail and petrol businesses in the three Scandinavian countries with market shares ranging from 2 to 3 per cent in 2009.

Within a framework of strict capital, cost and ]nancial discipline, Statoil's strategy has the following three main pillars:

exploiting the full potential of the NCS;
establishing and developing growth positions outside the NCS, capitalising on Statoil's NCS and value chain competence; and
gradually developing a business within renewable energy based on synergies with Statoil's legacy business.

The Group will use its core expertise in areas such as deep waters, harsh environments and heavy oil and gas value chains to pursue new business opportunities around the world.

Statoil's ambition is to be an industry leader in carbon ef]ciency in terms of having a low climate impact in each of the activities in which Statoil is engaged. Statoil aims to create value by seeking lowcarbon and energy-ef]cient competitive solutions in all areas of its business ]elds.

Statoil divides its operations into four reporting business segments: Exploration and Production Norway, International Exploration and Production, Natural Gas, and Manufacturing and Marketing. Projects & Procurement and Technology & New Energy are reported as part of "Other" for segment reporting.

Any statements contained below regarding exploration and development projects and production estimates are forward-looking and subject to signi]cant risks and uncertainties. Although Statoil believes that the expectations re_ected in the forward-looking statements are reasonable, it cannot be assured that the Group's actual levels of activity, production or performance will meet these expectations (see "Risk Factors").

The following table sets forth the net operating income for each segment for the periods indicated.

		At year ended 31 December		At nine months ended 30 September
	2007	2008	2009	2010
(in NOK million)
Net Operating Income:
E&P Norway	23,0	66,90	0,3	,2
International E&P	2,6	2,	2,99	,9
Natural Gas	,62	2,	,	3,2
Manufacturing and Marketing	3,6	,	()	6
Other & Eliminations	(3,)	2,02	(3,22)
Total	3,20	9,32	2,60	9,2

Operations

Exploration and Production Norway (E&P Norway).

E&P Norway includes exploration, ]eld development and production operations on the NCS. As at the end of 2009 Statoil's NCS portfolio consisted of 29 licences in the North Sea, the Norwegian Sea and the Barents Sea and included operatorship of 62 of them.

Statoil has organised its production operations into four business clusters: Operations West, Operations North Sea, Operations North and Partner Operated Fields.

In 2009 E&P Norway was the operator of 2 developed ]elds on the NCS. Statoil's equity and entitlement production on the NCS was ,0 mmboe per day in 2009, which was about per cent of Statoil's total production. Acting as an operator, E&P Norway was responsible for approximately per cent of all oil and gas production at the NCS in 2009.

In addition to the producing areas, Statoil operates a considerable number of exploration licences. The exploration acreage is located in both undeveloped frontier areas and close to infrastructure and producing ]elds. In 2009, Statoil participated in 39 exploration wells, and operated 3 of them, including 2 of a total of 3 discoveries.

Statoil's experience over the last 3 years in the challenging NCS environment has helped it develop expertise in managing complex, integrated projects. The Group was at the end of 2009 the operator of ongoing ]eld development projects on the NCS. The partner operated ]eld, Skarv, was Statoil's largest committed development on the NCS in 2009.

The following table presents key ]nancial information about this business segment.

				At nine months ended
		At year ended 31 December		30 September
	2007	2008	2009	2010
(in NOK million)
Total revenues and other income	9,2	29,3	,663	20,39
Depreciation, amortisation and
impairment losses	23,030	2,03	2,63	,00
Exploration expenditure	3,63	,36	,	3,00
Net operating income	23,0	66,90	0,3	,2
Segment non-current assets*	3,20	6,62	6,22	N/A
Additions to Property, Plant & Equipment
and intangible assets	3,00	3,9	3,	23,9

* includes investments in associated companies.

Oil and Gas Reserves

At the end of 2009, Statoil had total proved reserves in Norway of ,369 mmboe, of which 3 per cent was oil and 69 per cent was natural gas.

The following table sets forth the Company's Norwegian crude oil and natural gas proved reserves as of the end of the periods indicated. The data are stated net of royalties in kind.

	Oil/NGL mmbbls	Natural Gas bcm	bcf	Total mmboe
2009 Proved reserves end of year	,3	0	6,93	,369
of which, proved developed reserves	,02	0	,3	3,
200 Proved reserves end of year	,396	9	,	,29
of which, proved developed reserves	,3	0	,2	3,693
200 Proved reserves end of year	,60	3	,93	,9
of which, proved developed reserves	,	2	,0	3,

Reserve Information

The NCS assets of Statoil are held within SP. As at January 200, Statoil's total proved reserves on the NCS represented approximately per cent of Statoil's total proved reserves worldwide.

Production

EPN production levels	2007	Year ended 31 December 2008	2009	At nine months ended 30 September 2010
Average daily oil and NGL (mboe)		2		02
Average daily natural gas (mboe) Average daily boe (mboe)	99 ,	63 ,6	666 ,0	63 ,3

The following table shows the NCS production ]elds and ]eld areas in which Statoil participated in 2009. Amounts are stated net of royalties in kind. Field areas are groups of ]elds operated as a single entity.

Area	StatoilHydro's equity interest in%(1)	Operator	Licence On stream	Expiry date	Oil	Producing wells Gas	Average daily production in 2008 Mboe/day
Operations North Sea
Sleipner Øst	9.60	Statoil	993	202		0	24.2
Sleipner Vest	.3	Statoil	996	202			95.2
Gungne	62.00	Statoil	996	202			15.0
Troll Phase (Gas)	30.	Statoil	996	2030		39	131.2
Troll Phase 2 (Oil)	30.	Statoil	99	2030(2)	3		41.8
Fram	.00	Statoil	2003	202	9		30.2
Kvitebjørn	.	Statoil	200	203		0	83.3
Visund	3.20	Statoil	999	2023	6		26.8
Grane	36.66	Statoil	2003	2030(3)	2	0	62.2
Veslefrikk	.00	Statoil	99	20		0	2.2
Huldra	9.	Statoil	200	20	0		4.3
Glitne	.90	Statoil	200	203	6()	0	3.8
Heimdal	29.	Statoil	9	202()	0	6	1.2
Brage	32.0	Statoil	993	20(6)	22	0	10.9
Vale	2.	Statoil	2002	202		()	1.8
Vilje	2.	Statoil	2002	202	2		7.7
Volve	9.60	Statoil	200	202	3		32.8
Total Operation North Sea					20	9	574.4
Operations West
Statfjord Unit	.3	Statoil	99	2026	93()	2	54.5
Statfjord Nord	2.	Statoil	99	2026			1.1
Statfjord Øst.	3.69	Statoil	99	2026(9)			3.4
Sygna	30.	Statoil	2000	2026(0)	3		0.7
Gullfaks	0.00	Statoil	96	206	0	9	137.0
Snorre	33.32	Statoil	992	20()	3	0	38.9
Tordis area	.0	Statoil	99	202	6	0	7.9
Vigdis area	.0	Statoil	99	202	0	0	21.1
Gimle	6.3	Statoil	2006		2		3.9
Oseberg	9.30	Statoil	9	203	9		105.8
Tune	0.00	Statoil	2002	2032			10.5
Total Operations West					326		384.8

	StatoilHydro's equity interest		Licence On	Expiry	Producing wells		Average daily production in 2008
Area	in%(1)	Operator	stream	date	Oil	Gas	Mboe/day
Operations North
Alve	.00	Statoil	2009	2029			21.0
Kristin	.30	Statoil	200	2033(2)	2	0	64.9
Norne	39.0	Statoil	99	2026	2	0	16.6
Urd	63.9	Statoil	200	2026		0	4.1
Heidrun	2.	Statoil	99	202	3(3)	0	11.8
Åsgard	3.	Statoil	999	202	0	39	128.9
Mikkel	3.9	Statoil	2003	2022()	0	3	24.2
Njord	20.00	Statoil	99	202 & 2023()	(6)		12.6
Tyrihans	.	Statoil	2009	2029	3	0	20.4
Snøhvit	33.3	Statoil	200	203	0	6	23.6
Yttergryta	.	Statoil	2009	202	0		4.5
Total Operations North						0	332.5
Partner Operated Fields
Ormen Lange	2.92	Shell	200	20		0	112.0
Eko]sk area	.60	ConocoPhillips	9	202	0	0	24.2
Ringhorne Øst	.2	ExxonMobil	2006	2030	3		4.2
Sigyn	60.00	ExxonMobil	2002	20		2	14.2
Enoch	.	Talisman	200	20			0.8
Skirne	0.00	Total	200	202		2	2.6
Total Partner
Operated Fields							158.1
Total					60	3	1,449.8

() Equity interest as at 3 December 2009.

(2) Troll Phase 2 (Oil) has 6 multi branched wells.

(3) Grane has 9 multi branched wells

() Glitne multi branched well.

() PL036 expires in 202 and PL02 expires in 202. Statoil's share of the topside facilities is 39. per cent, however the owner share of the reservoir and production is 29. per cent.

(6) PL expires in 20 and PL03B and PL0 both expire in 20.

() Vale multi branched well.

() 9 single completed wells, multiple completed wells.

(9) PL03 expires in 2026 and PL09 expires in 202.

(0) PL03 expires in 2026 and PL09 expires in 202

() PL09 expires in 202 and PL0 expires in 20.

(2) PL3B expires in 202 and PL99 expires in 2033.

(3) multi branched well.

() PL092 expires in 2020 and PL2 expires in 2022.

() PL0 expires in 202 and PL32 expires in 202.

(6) multi branched well.

Recent developments

On 6 June 200 the Norwegian Parliament (Stortinget) approved the plan for development and operation (PDO) for the Gudrun ]eld. Production is scheduled to start in the ]rst quarter of 20. Statoil has a per cent share.

On 22 July the Stortinget approved the plan for development and production (PDO) for the Marulk ]eld.

On August 200 Statoil commenced production of oil from the Morvin subsea ]eld towards the Aasgard ]eld in the Norwegian Sea. The initial production rate will be close to 2,000 barrels of oil equivalent per day. Start-up of well number two is expected to boost production to ,000 barrels of oil equivalent per day.

On November 200 the Gjøa oil and gas ]eld in the Norwegian North Sea commenced production. Recoverable reserves in Gjøa are put at 2 million barrels of oil and condensate and 0 billion cubic metres of gas. Statoil has a 20 per cent share.

International Exploration and Production (International E&P)

International E&P is responsible for all of Statoil's exploration, development and production of oil and gas outside the NCS. In 2009, 29 exploration and appraisal wells were completed internationally, of which 6 have been declared discoveries.

The Group held interests in 3 producing ]elds in 2009 and International E&P produced approximately 26 per cent of Statoil's total equity production of oil and gas, and this share is expected to increase in the future. More than half of the Group's equity oil production outside the NCS in 2009 came from Angola (3 per cent) and Azerbaijan (2 per cent).

The main sanctioned development projects that the Group was involved in outside Norway in 2009 were in Canada, the US Gulf of Mexico, Brazil, Angola, Nigeria, Azerbaijan and Ireland. Statoil was operator of one producing ]eld internationally in 2009.

Statoil has established a signi]cant deepwater portfolio and the Group is one of the largest deepwater acreage holders in the US Gulf of Mexico. In May 2009, production started from the Chevron operated Tahiti oil]eld in which Statoil has a 2 per cent interest. In July 2009, production started from the Thunder Hawk oil]eld which is operated by Murphy Oil and in which Statoil holds a 2 per cent interest. The US Gulf of Mexico drilling moratorium imposed in May 200 was lifted on 2 October 200. Statoil and the partners announced on 2 October 200 that they have sanctioned the Jack and St. Malo development in Gulf of Mexico.

Oil sands in the Alberta province in Canada represent a long-term investment, and Statoil has the _exibility required to carry out this development in stages. The development will involve the production of heavy viscous oil using a steam-assisted gravity drainage method. The ]rst phase is the Leismer Demonstration Project (Statoil's share is 00 per cent), which will have a capacity of approximately 20,000 barrels of oil per day with initial production scheduled for the ]rst quarter of 20. On 3 September 200 the Leismer Demonstration plant in Northern Alberta started steam injection. Statoil's share is 00 per cent. However, on 23 November 200 it was announced that Statoil has agreed to sell a 0 per cent interest in the oil sands project in Canada to PTT Exploration and Production of Thailand for a total price of USD 2,20 million. The effective date of the transaction is expected to be January 20. The transaction is subject to customary regulatory approvals in Canada and is expected to close in the ]rst quarter of 20. Following completion of the transaction, Statoil will retain a 60 per cent interest in the project.

In November 200, Statoil formed a strategic alliance with Chesapeake Energy Corporation, USA. The deal was completed in December 200, with the purchase of a 32. per cent interest in Chesapeake's Marcellus shale gas acreage in the Appalachia region of north eastern USA. Statoil has the right to a 32. per cent participation in additional Chesapeake leases in the Marcellus shale play. In addition, the strategic alliance includes jointly exploring unconventional gas opportunities worldwide. The Chesapeake deal is another step in developing Statoil's gas value chain business expertise outside of Europe. Marcellus production started in 200 and Statoil's daily equity production reached around 3,000 boe per day at year end 2009. Statoil and Chesapeake will continue to acquire high-grade acreage around the most prospective areas of the play and will gradually build up production. On 26 March 200, Statoil signed an agreement with Chesapeake which added approximately 9 thousand net acres to Statoil's current 600 thousand net acre position in the Marcellus Shale gas play.

On 0 October 200 Statoil announced agreements with Enduring Resources and Talisman regarding acquisition of 6,000 net acres in the Eagle Ford shale area in south-western Texas, adding approximately 0 million boe to Statoil's recoverable resources.

Iraq is Statoil's latest new platform and Statoil has succeeded in establishing a foothold in competition with other companies. On 2 December 2009, Statoil and Lukoil entered a winning bid for the West Qurna 2 ]eld in the second licensing round in Iraq. The consortium of contractors consists of the state Iraq's North Oil Company (2 per cent), Lukoil (6.2 per cent) and Statoil (. per cent). Lukoil will be the operator.

The following table presents key ]nancial information about this business segment.

		At year ended 31 December		At nine months ended 30 September
	2007	2008	2009	2010
(in NOK million)
Total revenues and other income	,60	6,29	,3	3,66
Depreciation, amortisation and
impairment losses	,03	3,62	,0	3,300
Exploration expenses	,69	9,	,03	,00
Net operating income	2,6	2,	2,99	,9
Segment non-current assets*	09,	66,69	,60	N/A
Additions to Property, Plant & Equipment
and intangible assets	36,200	,69	39,3	29,26

* includes investments in associated companies.

The table below shows the areas in which the Group was active as per year end 2009.

	Production	Development	Exploration
Africa
Algeria	X	X	X
Angola	X	X	X
Egypt			X
Libya	X	X	X
Mozambique	X		X
Nigeria	X		X
Tanzania	X		X
Europe, Caspian area and Russia
Azerbaijan	X	X	X
Russia	X	X
Ireland		X	X
the Faroes			X
UK	X	X	X
Latin America
Brazil		X	X
Cuba			X
Venezuela	X		X
North America	X
Canada	X	X	X
USA	X	X	X
Middle East and Asia
China	X
India			X
Indonesia			X
Iran	X		X
Iraq		X

Reserves

At the end of 2009, Statoil's international proved oil and natural gas liquids (NGL) reserves were 2 mmbbls of oil and the proved gas reserves 3.3 bcm (.2 tcf), a total of ,039 mmboe.

The following table sets forth the Group's total international proved reserves as at 3 December of each of the last three years.

	Oil/NGL mmbbls	Natural Gas bcm	Natural Gas bcf	Total mmboe
2009 Proved reserves at end of year	2	3.3	,20	,039
of which, proved developed reserves	3	2.	2	6
200 Proved reserves at end of year	0	39.	,03	,0
of which, proved developed reserves	06	20.6	2	36
200 Proved reserves at end of year		0.	,26	,039
of which, proved developed reserves	323	2.2		6

Production

Statoil's petroleum production outside Norway in 2009 amounted to an average of 3 mboe per day of entitlement production. The following tables set forth the Group's average daily international entitlement production for each of the last three years and for the nine months ended 30 September 200.

	2007	At year ended 31 December 2008	2009	At nine months ended 30 September 2010
Average daily oil and NGL (mboe)	22	232	23	26
Average daily natural gas (mboe)
Average daily boe (mboe)	30	290	3	339

Field	Statoil's equity interest in per cent	Operator	On stream	expiry	wells	Average daily License Producing production(6) production(1) mboe/day	Average daily entitlement mboe/day
North America						6.	6.
Canada: Hibernia	.00	HMDC	99	202	33
Canada: Terra Nova	.00	Suncor	2002	2022
USA: Lorien	30.00	Noble	2006	HBP()	2
USA: Front Runner	2.00	Murphy Oil	200	HBP

USA: Spiderman Gas	.33	Anadarko	200	HBP	3
USA: Q Gas	0.00	Statoil	200	HBP
USA: San Jacinto Gas	26.6	ENI	200	HBP	2
USA: Zia	3.00	Devon	2003	HBP
USA: Seventeen Hands	2.00	ENI	2006	HBP
USA: Marcellus shale gas	Varies	Varies	200	HBP
USA: Tahiti	2.00	Chevron	2009	HBP	6
USA: Thunder Hawk	2.00	Murphy Oil	2009	HBP	3
Sub Saharan Africa						229.	.3
Angola: Kizomba A	3.33	Exxon Mobil	200	2026	2
Angola: Kizomba B	3.33	Exxon Mobil	200	202	2
Angola: Xikomba	3.33	Exxon Mobil	2003	202
Angola: Marimba North	3.33	Exxon Mobil	200	202	3
Angola: Mondo	3.33	Exxon Mobil	200	2029	9
Angola: Saxi-Batuque	3.33	Exxon Mobil	200	2029
Angola: Girassol/Jasmim	23.33	Total	200	2022	2
Angola: Dalia	23.33	Total	2006	202	26
Angola: Rosa	23.33	Total	200	2022	2
Angola: Block /0(3)	20.00	Sonangol	2009	2026	3
Nigeria: Agbami	.	Chevron	200	202	2
North Afrcia, Europe,
Caspian and Russia						96.6	6.
Algeria: In Salah	3.	Sonatrach/BP/Statoil	200	202	32
Algeria: In Amenas	0.00	Sonatrach/BP/Statoil	2006	2022
Libya: Mabruk()	.00	Total	99	202	9
Libya: Murzuq	2.0	Repsol	2003	2032	93
Azerbaijan: ACG	.6	BP	99	202	9
Azerbaijan: Shah Deniz	2.0	BP	2006	203
UK: Alba	.00	Chevron	99	20	3
UK: Caledonia()	2.32	Chevron	2003	20

UK: Jupiter	30.00	Conoco Phillips	99	200	6
UK: Schiehallion Russia: Kharyaga(6)	. 30.00	BP Total	99 999	20 2032	2 20

The middle East and Asia						.	.6
China: Lufeng()	.00	Statoil	99	20	0
Iran: South Pars	3.00	POGC	200	202	30
Subtotal International E&P production						99	33
Equity accounted production Venezuela: PetroCedeño(2)	9.6	Petro Cedeño	200	2032	0	3.6	3.6
Total International E&P including share of equity accounted production						2	3

The following table applies to Statoil's production outside Norway in 2009:

() Held by production: a company's right to own and operate an oil and gas lease is perpetuated beyond its original primary term, as long thereafter as oil and gas is produced in paying quantities.

(2) PetroCedeño is a non-consolidated company.

(3) Producing wells are related to the test production.

() Renegotiation of the PSA by the Libyan State oil Company (NOC) for the Mabruk ]eld was completed in January 200. Statoil's equity share in Mabruk was reduced from 2 per cent to per cent effective as of January 200.

() Caledonia ]eld was sold to Premier Oil in June 2009.

(6) With effect from January 200, the Russian state oil company Zarubezhneft became a partner in the Kharyaga PSA with a 20 per cent interest, thus reducing Statoil's share from 0 per cent to 30 per cent.

() Lufeng ]eld was shut down in June 2009.

Other recent developments

On 2 January 200, Statoil entered a deal with ConocoPhillips through which Statoil gained a 2 per cent interest in 0 leases in the Chukchi Sea in Alaska. By adding these leases to the 6 previously acquired in Chukchi, Statoil has a sizeable acreage portfolio to explore in the coming years.

On 2 May 200, Statoil agreed to sell 0 per cent of its fully owned Peregrino heavy oil ]eld in Brazil to Sinochem Group. Sinochem Group will pay a total of USD 3,00 million in cash for the 0 per cent ownership share.

On July 200, the Abgami equity determination process was completed increasing Statoil's share in the Nigerian ]eld from . per cent to 20.2 per cent.

In August 200 Statoil and partners announced that they have sanctioned CLOV (including four ]elds: Cravo, Lirio, Orquidea andVioleta) in Angola. Drilling is scheduled to commence in 202 and ]rst oil is expected in 20.

On 23 September 200 Statoil announced that it will acquire 20.6 per cent of Nautical Petroleum's interest in the Mariner ]eld (UK). On November Statoil was awarded eight new exploration licenses on the UK continental shelf.

Natural Gas

The Natural Gas segment is responsible for Statoil's transportation, processing and marketing of pipeline gas and Lique]ed Natural Gas (LNG) worldwide including development of additional processing, transportation and storage capacity. The marketing also includes the Norwegian State's natural gas and covers approximately 0 per cent of all Norwegian gas exports. In 2009 Statoil was the second largest supplier of natural gas to the European market and the sixth largest in the world. The major export markets for NCS gas are Germany, France, the United Kingdom, Belgium, Italy, the Netherlands and Spain.

Statoil has a signi]cant interest in the NCS pipeline system owned by Gassled, which is the world's largest offshore gas pipeline transportation system. This network extends approximately ,00 kilometres and links Norway's offshore gas ]elds with processing plants on the Norwegian mainland as well as terminals at six landing points located in France, Germany, Belgium and the United Kingdom, providing Statoil with _exible access to customers throughout Europe.

The ownership of all of the gas transportation and processing facilities with third party access is unitised into a single joint venture, Gassled, in which Statoil's direct ownership interest is 32. per cent. From January 20, the Gassled ownership interests will be adjusted. The interests of Petoro, the licensee for the SDFI in Norwegian petroleum operations, will increase by approximately per cent and all other parties will reduce their interests proportionally. The Gassled-system is operated by Gassco AS, which is wholly owned by the Norwegian State. The technical operation of parts of the natural gas transport system is still carried out by Statoil as Technical Service Provider (TSP) on a cost-recovery basis.

Statoil has a large long-term gas sales contract portfolio and is continuously evaluating midstream and downstream opportunities. Established market positions in Europe are planned to be strengthened with gas from the NCS, the Caspian Sea and North Africa. The Group has a long-term position at the Cove Point LNG terminal on the U.S. East Coast. For the gas market in the U.S., LNG will be sourced principally from the Snøhvit LNG facilities in Norway and regasi]ed through the Cove Point terminal.

In 2009, the Group sold 3. bcm (.3 tcf) of natural gas from the NCS on its own behalf in addition to approximately 3.3 bcm (.2 tcf) of NCS gas on behalf of the Norwegian State. Statoil's total European gas sales, including third party gas, amounted to 9. bcm (2. tcf) in 2009. That makes Statoil the second largest gas supplier to Europe, with a market share of around per cent of the European gas market.

The following table sets forth key ]nancial information about this business segment.

		At year ended 31 December		At nine months ended 30 September
	2007	2008	2009	2010
(in NOK million)
Total revenues and other income	3,3	0,	9,63	6,263
Depreciation, amortisation and
impairment losses	,	2,30	2,9	,00
Exploration expenses
Net operating income	,62	2,	,	3,2
Segment non-current assets*	0,06	0,633	3,626	N/A
Additions to Property, Plant & Equipment
and intangible assets	2,00	2,0	2,2	2,03

* includes investments in associated companies.

Manufacturing and Marketing

The Manufacturing and Marketing (M&M) segment is responsible for the Group's combined operations in the transportation and processing of oil, the sale of crude oil and re]ned products, retail activities and in the marketing of natural gas in Scandinavia. Statoil M&M operates in 3 countries, has two re]neries, one methanol plant and three crude oil terminals, international trading activities and an extensive distribution network. In 2009, the Group sold 2 mmbbls of crude oil and condensate, approximately 2 million tonnes of re]ned oil products and . million tonnes of NGL. The re]nery throughput in 2009 was .0 million tonnes. In the energy and retail market, the Group sold approximately 2 billion litres in 2009 including billion litres of petrol and diesel in 2009.

The following table sets forth key ]nancial information about this business segment.

	2007	At year ended 31 December 2008	2009	At nine months ended 30 September 2010
(in NOK million)
Total revenues and other income	2,03	3,3	3,23	3,2
Depreciation, amortisation and
impairment losses	2,33	2,	,9	,00
Exploration expenditure
Net operating income	3,6	,	()	6
Segment non-current assets*	2,693	3,3	29,0	N/A
Additions to Property, Plant & Equipment
and intangible assets	,00	,	,6	2,320

* includes investments in associated companies.

Oil Sales, Trading and Supply

Statoil is one of the major net sellers of crude oil in the world, operating out of sales of]ces in Stavanger, London, Singapore and Stamford, Connecticut. The Group markets and sells the Norwegian State's crude oil together with its own. In 2009, the Group sold 2 mmbbls of crude oil and condensate, which equates to about 2 mmbbls per day, including sales to Statoil's own re]neries and other internal divisions. Statoil's main crude oil market is in north-west Europe. However, Statoil also sells volumes to North America and Asia. Most of the crude oil volumes are sold on spot market terms, based on worldwide prices and quotations. Of the volumes sold in 2009, approximately per cent were Statoil's own equity volumes. Crude oil is purchased from third parties in order to obtain other qualities of oil for sale and blending and to increase the Group's _exibility with respect to shipping and storage.

Statoil supplies condensate in Europe and the U.S., including to its own re]neries at Mongstad and Kalundborg (see below) as well as to other re]ners and the petrochemical industry.

Manufacturing

Statoil is a 9 per cent owner and the operator of the Mongstad re]nery in Norway and sole owner and the operator of the Kalundborg re]nery in Denmark (crude oil and condensate distillation capacities of 0 mbbls and mbbls per day, respectively). In addition, Statoil has the right to 0 per cent of the production capacity at the Shell-operated re]nery in Pernis, the Netherlands (crude oil distillation capacity of 00 mbbls per day). Approximately per cent of Mongstad's total production is delivered to the Scandinavian markets and per cent is exported to north-west Europe and the United States. Kalundborg re]ned products mainly supply markets in Denmark, Sweden and north-west Europe.

Statoil's methanol operations consist of Statoil's . per cent stake in the gas-based methanol plant at Tjeldbergodden, Norway, which came into production in 99 and has a maximum proven capacity of 0.9 mmtpa. The actual throughput in 2009 was 0. mmtpa.

Energy and Retail

Statoil's retail distribution network consists of approximately 2,000 service stations and 300 automated truck stops in eight countries with over one million customers daily. In 2009, these stations sold approximately 6.9 billion litres of gasoline and diesel. Scandinavia is the Group's home retail market, where Statoil-branded stations have a transport fuel market share of approximately 3 per cent in Norway, 32 per cent in Sweden and 2 per cent in Denmark. Statoil's other service stations are located in Poland, Russia, Estonia, Lithuania and Latvia. The Group ranks as a market leader, measured by fuel volumes sold, in Estonia and Latvia with approximately 23 per cent and 36 per cent, respectively, of the local retail petrol market in 2009.

The Energy segment supplies aviation and marine fuels, as well as a large number of Statoil brand re]ned products including oil-based heating fuels and lubricants. Statoil's market position in Scandinavia is strong. For recent developments, see below.

Recent developments

In 200, Statoil's Board of Directors decided to launch a process to separate and list the Company's energy and retail business on the Oslo Stock Exchange. The Energy and Retail business became a standalone company on October 200 and was listed on the Oslo Stock Exchange on 22 October 200 under the name of Statoil Fuel & Retail ASA. Following the listing, Statoil owns per cent of the shares and votes in Statoil Fuel & Retail ASA.

New energy – Offshore Wind

Statoil is building a portfolio of near-shore and off-shore wind farms and is developing technology for large-scale deep water offshore wind power.

Together with the Norwegian utilities company Statkraft, Statoil is developing the 3MW Sheringham Shoal Offshore Wind Farm off the east coast of England, which will consist of windmills and is scheduled to start power production in 20.

Statoil is a part of the Forewind consortium which in 200 was awarded the Dogger Bank zone, the largest area in the United Kingdom Crown Estate's third licence round for UK offshore wind farms.

Off the south-west coast of Norway, Statoil is piloting a prototype of the world's ]rst full-scale _oating wind turbine, "Hywind", which is designed to be placed at water depths of between 20 and 00 metres.

Marketing and Sale of the Norwegian State's Oil and Gas

The Norwegian State directly owns a substantial portion of the total oil and gas reserves on the NCS through the SDFI. Statoil markets and sells the Norwegian State's oil and gas as a part of the Group's own production. Statoil is not paid a speci]c consideration for executing these tasks, but the Norwegian State reimburses the Group for its proportionate share of certain costs.

For sales of the Norwegian State's natural gas, both to Statoil and to third parties, the payment to the Norwegian State is based on either achieved prices, a net back formula or market value. Statoil purchases all of the Norwegian State's oil and NGL. Pricing of the crude oil is based on market re_ective prices. NGL prices are based on either achieved prices, market value or market re_ective prices.

Employees

As at 3 December 2009, Statoil had nearly 29,000 employees, of whom 63 per cent were employed in Norway.

The table below provides an overview of the number of permanent employees in the Group from 200 to 2009. The table does not include employees of af]liated companies.

	Number of employees as of 31 December
	2007	2008	2009
Geographical Region
Norway	,99	,9	,00
Europe (excluding Norway)	0,	0,	9,93
Africa			6
Asia		69	0
North America	3
South America	2	02
TOTAL	2,	29,229	2,39

Legal Proceedings

Statoil is involved in a number of judicial, regulatory and arbitration proceedings concerning matters arising in connection with the conduct of its business. Statoil is currently not aware of any legal proceedings or claims that it believes could have, individually or in the aggregate, signi]cant effects on its ]nancial position or pro]tability or its results of operations or liquidity.

Litigation Involving SP

SP is currently not aware of any legal proceedings or claims that it believes could have, individually or in the aggregate, a signi]cant effect on its ]nancial position or pro]tability or its results of operations or liquidity.

The Norwegian State as a Shareholder

The following table shows the number of Statoil shares owned by the Norwegian State as of the date of this document. The Company has not been noti]ed of any other bene]cial owner of per cent or more of its ordinary shares as of the date of this document.

	% of shares
Kingdom of Norway	6.00

The Norwegian State does not have any voting rights that differ from the rights of other ordinary shareholders. As the State, acting through the Minister of Petroleum and Energy, owns in excess of two-thirds of the shares in the Company, it has under Norwegian company law the sole power to amend the Articles of Association. It is also able to prevent any proposed amendments to the Articles of Association. In addition, as a majority shareholder, the Norwegian State has the power to control any decision at general meetings of the Company's shareholders that requires a majority vote, including the election of the majority of the corporate assembly, which has the power to elect the board of directors and approve the dividend proposed by the board of directors.

Norwegian law contains a number of protections for minority shareholders against oppression by the majority, including but not limited to decisions in favour of certain shareholders or third parties to the detriment of other shareholders or the Company.

Management

The management of the Company is vested in its board of directors and Chief Executive Of]cer. The Chief Executive Of]cer is responsible for the day-to-day management of the Company in accordance with the instructions, policies and operating guidelines set out by the board of directors.

The business address of the directors, executive committee members (which also includes any executive committee members appointed as part of the changes to the organisational structure that take effect from January 20, as referred to below) and corporate assembly members is c/o Statoil at the corporate headquarters at Forusbeen 0, N-03 Stavanger, Norway.

Board of Directors

The Company's directors, age and their position are identi]ed below.

Name	Born	Position
Svein Rennemo	9	Chairman
Marit Arnstad	962	Deputy Chair
Roy Franklin	93	Director
Bjørn Tore Godal	9	Director
Lady Barbara Judge	96	Director
Grace Reksten Skaugen	93	Director
Jakob Stausholm	96	Director
Lill-Heidi Bakkerud()	963	Director
Einar Arne Iversen()	962	Director
Morten Svaan()	96	Director

() Elected by the employees.

Svein Rennemo. Chair of the board since April 200. Svein Rennemo is a Norwegian citizen and he lives in Norway. He is an economist from the University of Oslo. During the period 92 to 92, he was an analyst and monetary policy and economics adviser with Norges Bank (the Norwegian central bank), the OECD Secretariat in Paris and the Ministry of Finance. He has held various management positions in Statoil ASA from 92 to 99, latterly as head of the petrochemical division. Mr Rennemo worked for Borealis from 99 to 200, ]rst as deputy CEO and CFO and from 99 as CEO. He has also been CEO of Petroleum Geo Services AS since 2002, a position he left on April 200. Today, Mr Rennemo is chair of the board of Integrated Optoelectronics AS, Tomra Systems ASA and Pharmaq AS.

Marit Arnstad. Deputy chair. Ms Arnstad is a Norwegian citizen and she lives in Norway. She graduated in law at the University of Oslo. Ms Arnstad was Minister of Petroleum and Energy from 99 to 2000. She was also a member of the Storting for the Centre Party during the periods 993 to 99 and 200 to 200, and head of the party's parliamentary group from 2003 to 200. Before this, she was a Higher Executive Of]cer of the Ministry of the Environment. Today, she is a lawyer with the law ]rm Arntzen de Besche Trondheim AS. Ms Arnstad was a member of the board of Statoil ASA from June 2006 and has been deputy chair of the board since October 200. She is also a member of the board's audit committee.

Roy Franklin. Board member. Roy Franklin is a United Kingdom citizen and he lives in the United Kingdom. He has a Bachelor of Science in geology from the University of Southampton in the United Kingdom. He has broad experience from management positions in several countries, including positions with BP, Paladin Resources plc and Clyde Petroleum plc. He was head of Brindex, the Association of British Independent Oil Exploration Companies, and a member of the joint British oil industry and government task force pilot from 2002 to 200. He is a non-executive chair of the Keller Group plc, a London-based international engineering company. He is also a board member of the Australian oil and gas company Santos Ltd. In 200, he was awarded an OBE for his work for the British oil and gas industry. Mr Franklin has been a member of the board of Statoil and of the board's audit committee since October 200.

Bjørn Tore Godal. Board Member. Bjørn Tore Godal is a Norwegian citizen and he lives in Norway. He holds a Bachelor of Art degree from the University of Oslo in political science, history and sociology. Mr Godal was a member of the Norwegian parliament for years in the period 96 to 200. He has served as Minister for Trade and Shipping, Minister for Defence and Minister of Foreign Affairs for a total of eight years between 99 and 200. He has also served as special adviser for international energy and climate issues at the Ministry of Foreign Affairs in the period 200 to 200. From 2003 to 200 Mr Godal served as Norway's ambassador to Germany, and from 2002 to 2003 he was a senior adviser at the institute of political science at the University of Oslo. He has held board memberships with UMOE ASA and Forretningsbanken. Mr Godal has been a member of the board of Statoil and member of the board's compensation committee since September 200.

Lady Barbara Judge. Board Member. Lady Barbara Judge holds American and British citizenships and she lives in the United Kingdom. Lady Judge is a JD from New York University Law School and holds a Bachelor of Art in History from the University of Pennsylvania. She has for 0 years served as a commercial lawyer focusing on securities and corporate ]nance. Between 9 and 99 she held a number of senior executive positions within the ]nance industry. Since 99 she has built and developed a broad portfolio of public and private non-executive and advisory roles focused on energy and regulatory frameworks. Among other things she has served as chair of the UK Atomic Energy Authority from 200 to 200, been a deputy chair of the Financial Reporting Council, the UK regulatory authority for accounting and corporate governance and board member of the Energy Group of the UK Department of Trade and Industry. From 2000 to 200 she was also a founder and executive chair of the Private Equity Investor PLC in London. Today, Lady Judge is chair of the UK Pension Protection Fund board, board chair and member of the compensation, governance and nomination committees in Motricity, Inc., board member, deputy chair and member of the audit and remuneration committee in Forte Energy NL, board member and member of the remuneration and nomination committee of Robert Walters PLC, board member of NV Bekaert SA and board member and member of the corporate governance and compensation committee of Magna International Inc. Lady Judge has been a member of the board of Statoil and the board's audit committee since September 200.

Grace Reksten Skaugen. Board member. Grace Reksten Skaugen is a Norwegian citizen and she lives in Norway. She has a doctorate in laser physics from the Imperial College of Science and Technology at the University of London and an MBA from the Norwegian School of Management. Ms Reksten Skaugen is a self-employed business consultant. She was a director of Corporate Finance in Enskilda Securities in Oslo from 99 to 2002. Ms Skaugen has also worked with venture capital and shipping in Oslo and London and carried out research in microelectronics at Columbia University in NewYork. Ms Skaugen is Chair of the boards of Entra Eiendom AS, Ferd Holding, Norsk Institutt for Styremedlemmer and REC ASA. She is also a member of the board of the Swedish listed company Investor AB. Ms Reksten Skaugen has been a member of the board of Statoil ASA since 2002. Ms Skaugen is also chair of the board's compensation committee.

Jakob Stausholm. Board member. Jakob Stausholm is a Danish citizen and he lives in Denmark. He has a Master of Science in economics from the University of Copenhagen. He is Chief Financial Of]cer of the global facility services provider ISS A/S. Before joining ISS's corporate exectuive committee in 200, he was employed by the Shell Group for 9 years and held a number of management positions. Mr Stausholm has been a member of the board of Statoil and of the board's audit committee since July 2009.

Lill-Heidi Bakkerud. Board member. Lill-Heidi Bakkerud is a Norwegian citizen and she lives in Norway. She has a craft certi]cate as a process/chemistry worker. Ms. Bakkerud represents the employees on the board, and is a full-time employee representative as leader of the Statoil branch of trade union Industry Energy (IE). She has worked as a process technician at the petrochemical plant in Bamble and on the Gullfaks ]eld in the North Sea. Today, she is a member of IE's executive committee and holds a number of of]ces as a result of this. Ms. Bakkerud was a member of the board of Statoil from 99 to 2002 and then from 200. She is also a member of the board's HSE and ethics committee.

Einar Arne Iversen. Board member. Einar Arne Iversen is a Norwegian citizen and he lives in Norway. He is an engineer from the NKI Technical College. Mr. Iversen represents the employees on the board. Mr Iversen joined Statoil in 96. He has worked on technical training in Bergen and was training manager at Tjeldbergodden. He has been deputy head/head of the NITO trade union since 99. He was a member of the corporate assembly of Statoil from 2000 to 2009, and has been a member of the board of Statoil since June 2009.

Morten Svaan. Board member. Morten Svaan is a Norwegian citizen and he lives in Norway. He has a PhD in chemistry from the Norwegian University of Science and Technology and studied business economics at the Norwegian School of Management. Mr. Svaan represents the employees on the board, and was chief employee representative for NIF/Tekna union from 2000 to 200. He has worked for Statoil ASA since 9. He is presently working on health, safety and the environment for the Technology & New Energy business area, focusing on safety and emergency response. Mr. Svaan has been a member of the board of Statoil since June 200. He is also a member of the board's audit committee.

Executive Committee

The president and Chief Executive Of]cer (CEO) has overall responsibility for the day-to-day operations of Statoil. The president and CEO is responsible for developing Statoil's business strategy and presenting it to the board of directors for decision, for development and execution of the business strategy, and for nurturing a performance-driven, value-based culture.

The president and CEO appoints the corporate executive committee (CEC). Members of the CEC have a collective duty to safeguard and promote the corporate interests of Statoil and to provide the president and CEO with the best possible basis for setting the Group's direction, making decisions and ensuring execution and follow-up of business activities. In addition, each of the CEC members heads separate business areas or staff functions.

The members of the executive committee, age and position are identi]ed below

Helge Lund	Born 962 President and CEO
Eldar Sætre	Born 96 Chief Financial Of]cer and Executive Vice President
Peter Mellbye	Born 99 Executive Vice President, International Exploration and Production
Øystein Michelsen	Born 96 Executive Vice President, Exploration and Production, Norway
Rune Bjørnson	Born 99 Executive Vice President, Natural Gas
Gunnar Myrebøe	Born 99 Executive Vice President, Projects
Margareth Øvrum	Born 9 Executive Vice President, Technology and New Energy
Helga Nes	Born 96 Executive Vice President, Global, Corporate Staffs and Services
Jon Arnt Jacobsen	Born 9 Executive Vice President, Manufacturing & Marketing

Statoil ASA will change its organisational structure as a response to future business opportunities and challenges, and to support a continued strong development of the Company. The changes will take effect from January 20.

Statoil's new corporate organisational structure and CEC will be as follows:

Helge Lund		Born 962 President and Chief Executive Of]cer
Torgrim Reitan		Chief Financial Of]cer and Executive Vice President
Tove Stuhr Sjøblom		Chief of Staff and Executive Vice President
Øystein Michelsen		Born 96 Executive Vice President, Development and Production, Norway
Peter Mellbye		Born 99 Executive Vice President, Development and Production International
Bill Maloney		ExecutiveVice President, Development and Production North America
Tim Dodson		Executive Vice President, Exploration
Margareth Øvrum		Born 9 Executive Vice President, Technology, Projects and Drilling
Eldar Sætre		Born 96 ExecutiveVice President, Marketing, Processing and Renewable Energy
John Knight		Executive Vice President, Global Strategy and Business Development

Corporate Assembly

Pursuant to the Norwegian Public Limited Liability Companies Act, companies with more than 200 employees must elect a corporate assembly unless otherwise agreed between the Company and a majority of its employees.

Two-thirds of the members are elected by the AGM and one-third by the employees.

The most important duties of the corporate assembly are to elect the board of directors, to oversee the board and CEO's management of the Company, to make decisions on investments of considerable magnitude in relation to the Company's resources and to make decisions involving the rationalisation or reorganisation of operations that will entail major changes in or reallocation of the workforce.

The duties of the corporate assembly are de]ned in section 6-3 of the Public Limited Liability Companies Act.

Members of the corporate assembly elected by the shareholders:

Olaug Svarva Managing director, the Norwegian National Insurance Fund (Chair)

Idar Kreutzer CEO, Storebrand (Deputy Chair)

Karin Aslaksen Senior vice president, HR and HSE, Elkem AS

Tore Ulstein

Senior vice president, Market and business development, Ulstein Mekaniske Verksted Holding ASA

Greger Mannsverk Managing director, Kimek AS

Steinar Olsen Chair of the board of directors, MI Norge AS

Ingvald Strømmen Professor at the Norwegian University of Science and Technology

Rune Bjerke CEO, DnB NOR Live Haukvik Aker Partner in the Considium Consulting Group AS

Siri Kalvig UiS, StormGeo AS

Thor Oskar Bolstad Manager Herøya Industripark, Porsgrunn

Barbro Hætta-Jacobsen Universitetssykehuset, Nord-Norge

Members of the corporate assembly elected by and among the employees:

Eldfrid Irene Hognestad Stig Lægreid Per Martin Labråthen Anne Kirsti Horneland Jan-Erik Feste Per Helge Ødegård

Potential Con0icts of Interest

There are no potential con_icts of interest of the directors, members of the executive committee (which also includes any members of the executive committee appointed as part of the changes to the organisational structure that take effect from January 20, as referred to above) or members of the corporate assembly and their private interests and/or other duties.

Management of SP

Board of Directors and Management

Eldar Sætre	Chairman	Executive Vice President and CFO
Siv Solem	Board Member	Vice President EPN Finance & Control
Eva Nygård	Board Member and General Manager	Controller Corporate
Odd Helge Bruvik	Board Member	Manager of Corporate Tax
Tom Melbye Eide	Board Member	General Counsel

There are no con_icts of interest between the duties of the persons listed above to SP and their private interests or other duties.

The business address of the directors and management of SP is c/o Statoil Petroleum, at Forusbeen 0, N-03 Stavanger, Norway.

Statoil has adopted corporate governance policies, which apply to all of its subsidiaries, including SP, which comply with all applicable corporate governance regulations.

Due to the changes in the organisational structure of Statoil ASA that will take effect from January 20, there may be changes in the management of SP.

TAXATION

Norway

The following summary is based on current Norwegian law and practice, which is subject to changes that could prospectively or retrospectively modify or adversely affect the stated tax consequence. Prospective purchasers of Notes should consult their own professional advisers as to their respective tax positions.

Payments made by the Issuer under Notes to persons who are not Norwegian residents for tax purposes (Non-residents), whether in respect of principal or interest on Notes, are not subject to any tax imposed by Norway or any political subdivision thereof or therein except for payments attributable to such a person's branch, permanent establishment or operation in Norway that may be subject to tax imposed by Norway or any political subdivision thereof or therein.

In the event that any withholding is subsequently imposed with respect to any such payment as described in "Terms and Conditions of the Notes – Taxation", the Issuer will (subject to certain exceptions and limitations) pay such additional amounts under the Notes as will result (after deduction of said withholding tax) in the payment of the amounts which would otherwise have been payable in respect of such Notes had there been no such withholding tax.

In addition, no income, capital gains, transfer or similar tax is currently imposed by Norway or any political subdivision thereof or therein on a Non-resident's sale, redemption or other disposition of Notes, except for payments attributable to a Non-resident's branch, permanent establishment or operation in Norway that may be subject to tax imposed by Norway or any political subdivision thereof or therein.

EU Savings Directive

Under EC Council Directive 2003//EC on the taxation of savings income, Member States are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State. However, for a transitional period Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories including Switzerland have adopted similar measures (a withholding system in the case of Switzerland).

On September 200 the European Commission issued a report to the Council of the European Union on the operation of the Directive, which included the Commission's advice on the need for changes to the Directive. On 3 November 200 the European Commission published a more detailed proposal for amendments to the Directive, which included a number of suggested changes. The European Parliament approved an amended version of this proposal on 2 April 2009. If any of those proposed changes are made in relation to the Directive, they may amend or broaden the scope of the requirements described above.

SUBSCRIPTION AND SALE

The Dealers have in an amended and restated programme agreement (the Programme Agreement) 29 November 200 agreed with the Issuer a basis upon which they or any of them may from time to time agree to subscribe Notes. Any such agreement will extend to those matters stated under "Form of the Notes", "Terms and Conditions of the Notes" above. In the Programme Agreement, the Issuer, failing which, the Guarantor, (in the case of Notes having the bene]t of the Guarantee) has agreed to reimburse the Dealers for certain of their expenses in connection with the establishment of the Programme and the issue of Notes under the Programme.

United States

The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or bene]t of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 96 and regulations thereunder.

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it will not offer, sell or deliver Notes (i) as part of their distribution at any time or (ii) otherwise until 0 days after the completion of the distribution, as determined and certi]ed by the relevant Dealer or, in the case of an issue of Notes on a syndicated basis, the relevant lead manager, of all Notes of the Tranche of which such Notes are a part, within the United States or to, or for the account or bene]t of, U.S. persons. Each Dealer has further agreed, and each further Dealer appointed under the Programme will be required to agree, that it will send to each dealer to which it sells any Notes during the distribution compliance period a con]rmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or bene]t of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

Until 0 days after the commencement of the offering of any series of Notes, an offer or sale of such Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from registration under the Securities Act.

Each issuance of Index Linked Notes or Dual Currency Notes shall be subject to such additional U.S. selling restrictions as the Issuer and the relevant Dealer may agree as a term of the issuance and purchase of such Notes, which additional selling restrictions shall be set out in the applicable Final Terms.

Public Offer Selling Restriction under the Prospectus Directive

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of Notes which are the subject of the offering contemplated by this Offering Circular as completed by the ]nal terms in relation thereto to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Notes to the public in that Relevant Member State:

(a) at any time to legal entities which are authorised or regulated to operate in the ]nancial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

(b) at any time to any legal entity which has two or more of () an average of at least 20 employees during the last ]nancial year; (2) a total balance sheet of more than €3,000,000 and (3) an annual net turnover of more than €0,000,000, as shown in its last annual or consolidated accounts; or
(c) at any time to fewer than 00 natural or legal persons (other than quali]ed investors as de]ned in the Prospectus Directive) subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or
(d) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Notes referred to in (a) to (d) above shall require the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 6 of the Prospectus Directive.

For the purposes of this provision, the expression an offer of Notes to the public in relation to any Notes in any Relevant Member State means the communication in any form and by any means of suf]cient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, 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//EC and includes any relevant implementing measure in each Relevant Member State.

United Kingdom

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that:

(a) in relation to any Notes which have a maturity of less than one year, (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of Section 9 of the Financial Services and Markets Act 2000 (FSMA) by the Issuer.
(b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 2 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 2() of the FSMA does not apply to the Issuer or the Guarantor; and
(c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

Japan

The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Law No. 2 of 9, as amended; the FIEA) and each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the bene]t of, any resident of Japan (as de]ned under Item , Paragraph , Article 6 of the Foreign Exchange and Foreign Trade Control Law (Law No. 22 of 99, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the bene]t of, a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

Norway

Each Dealer has represented and agreed that no offering material in relation to the Programme or any Notes has been or will be approved by the Oslo Stock Exchange. Accordingly, each Dealer has agreed, and each further Dealer appointed under the Programme will be required to agree, that no Notes may be the subject of a public offer in Norway, as described in the Norwegian Securities Trading Act 200, Section -2.

France

The Issuer, the Guarantor and each Dealer has represented and agreed that it has not offered or sold and will not offer or sell, directly or indirectly, Notes to the public in France, and it has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, this Offering Circular, the relevant Final Terms or any other offering material relating to the Notes and that such offers, sales and distributions have been and will be made in France only to (a) providers of investment services relating to portfolio management for the account of third parties, and/or (b) quali]ed investors (investisseurs quali5és), other than individuals, all as de]ned in, and in accordance with, articles L.-, L.-2, and D.- to D.-3 of the French Code monétaire et 5nancier.

General

Each Dealer has agreed, and each further Dealer appointed under the Programme will be required to agree, that it will (to the best of its knowledge and belief) comply with all applicable securities laws and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers Notes or possesses or distributes this Offering Circular and will obtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries and neither the Issuer, the Guarantor (in the case of Notes having the bene]t of the Guarantee) nor any other Dealer shall have any responsibility therefor.

Without prejudice to the obligations of the Dealers set out above, the Issuer, the Guarantor (in the case of Notes having the bene]t of the Guarantee) and the Dealers represents that Notes may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating such sale.

With regard to each Tranche, the relevant Dealer will be required to comply with such other restrictions as the Issuer and the relevant Dealer shall agree and as shall be set out in the applicable Final Terms.

GENERAL INFORMATION

Authorisation

The update of the Programme and the issue of Notes have been duly authorised by resolutions of the Board of Directors of the Issuer dated 6 May 2009, 0 and December 2009, and the giving of the Guarantee has been duly authorised by a resolution of the Board of Directors of the Guarantor dated 6 February 200.

Listing of Notes

The admission of Notes to the Of]cial List will be expressed as a percentage of their nominal amount (excluding accrued interest). It is expected that each Tranche of Notes which is to be admitted to the Of]cial List and admitted to trading on the London Stock Exchange's regulated market will be admitted separately as and when issued, subject only to the issue of a temporary global Note initially representing the Notes of such Tranche. Application has been made to the UK Listing Authority for Notes issued under the Programme to be admitted to the Of]cial List and to the London Stock Exchange for such Notes to be admitted to trading on the London Stock Exchange's regulated market. The listing of the Programme in respect of Notes is expected to be granted on or before 2 December 200.

Documents Available

For the period of 2 months following the date of this Offering Circular, copies of the following documents will, when published, be available from the registered of]ce of the Issuer and the Guarantor, as the case may be, and from the speci]ed of]ces of the Paying Agents for the time being in London and Luxembourg:

(i) the constitutional documents (with a direct and accurate English translation thereof) of each of the Issuer and the Guarantor;
(ii) the auditors' reports and the consolidated audited annual ]nancial statements for the ]nancial years ended 3 December 200 and 3 December 2009 of Statoil ASA contained on pages 93 to 20 and 202 to 292 respectively of Statoil ASA's Annual Reports on Form 20-F for the years ended 3 December 200 and 3 December 2009;
(iii) the unconsolidated audited ]nancial statements of Statoil Petroleum AS for the ]nancial years ended 3 December 200 and 3 December 2009 (with a direct and accurate English translation thereof) together with the audit reports prepared in connection therewith;
(iv) the most recently published consolidated audited annual ]nancial statements of the Group and the most recently published interim consolidated ]nancial statements (if any) of the Group (with a direct and accurate English translation thereof), in each case together with any audit or review reports prepared in connection therewith;
(v) the Programme Agreement, the Agency Agreement, the Guarantee, the forms of the Temporary Global Notes, the Permanent Global Notes, the De]nitive Notes, the Receipts and the Coupons, the Talons and the Deed of Covenant;
(vi) a copy of this Offering Circular;
(vii) any future offering circulars, prospectuses, information memoranda and supplements including Final Terms (save that a Final Terms relating to a Note which is neither admitted to trading on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive will only be available for inspection by a holder of such Note and such holder must produce evidence satisfactory to the Issuer or the Paying Agent, as the case may be, as to the identity of such holder) to this Offering Circular and any other documents incorporated herein or therein by reference; and

(viii) in the case of each issue of Notes admitted to trading on the London Stock Exchange's regulated market subscribed pursuant to a subscription agreement, the subscription agreement (or equivalent document).

Clearing Systems

The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg (which are the entities in charge of keeping the records). The appropriate Common Code and ISIN for each Tranche allocated by Euroclear and Clearstream, Luxembourg will be speci]ed in the relevant Final Terms. If the Notes are to clear through an additional or alternative clearing system the appropriate information will be speci]ed in the relevant Final Terms.

The address of Euroclear is Euroclear Bank SA/NV, Boulevard du Roi Albert II, B-20 Brussels and the address of Clearstream, Luxembourg is Clearstream, Luxembourg, 2 Avenue JF Kennedy, L- Luxembourg.

Conditions for determining price

The price and amount of Notes to be issued under the Programme will be determined by the Issuer and each relevant Dealer at the time of issue in accordance with prevailing market conditions.

SigniIcant or Material Change

There has been (i) no signi]cant change in the ]nancial or trading position of the Group since 30 September 200, or the Issuer and the Guarantor (taken as a whole) since 3 December 2009 and (ii) there has been no material adverse change in the prospects of the Guarantor or the Issuer since 3 December 2009.

Litigation

There are no, nor have there been any, governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which either the Issuer or the Guarantor is aware) in the past 2 months which may have or have in such period had a signi]cant effect on the ]nancial position or pro]tability of the Issuer, the Guarantor or the Group.

Auditors

The auditors of the Issuer and the Guarantor are Ernst & Young AS (Ernst & Young), members of the Norwegian Institute of Public Accountants, who have audited (i) Statoil ASA's consolidated ]nancial statements which have been prepared in accordance with IFRS, without quali]cation, in accordance with the standards of the Public Company Accounting Oversight Board (United States) for each of the periods ending 3 December 200 and 3 December 2009 (ii) Statoil Petroleum AS' ]nancial statements, without quali]cation in accordance with generally accepted auditing standards in Norway, for each of the periods ending 3 December 200 and 3 December 2009.

Post-Issuance Information

The Issuer does not intend to provide any post-issuance information in relation to any issues of Notes.

THE ISSUER

Registered OfIce

Statoil ASA

Forusbeen 0 N-03 Stavanger Norway

THE GUARANTOR

Statoil Petroleum AS Forusbeen 0

N-03 Stavanger Norway

ISSUING AND PRINCIPAL PAYING AGENT

The Bank of New York Mellon

One Canada Square London E AL United Kingdom

PAYING AGENT

The Bank of New York Mellon (Luxembourg) S.A.

Vertigo Building – Polaris 2- rue, Eugène Ruppert L-23 Luxembourg

LEGAL ADVISERS

To the Issuer

as to Norwegian law

Catherine Marchand Støle Statoil, Forusbeen 0 N-03 Stavanger

Norway

as to English law

Clifford Chance LLP

0 Upper Bank Street London E JJ United Kingdom

To the Dealers

as to Norwegian law as to English law

Wikborg, Rein & Co. Allen & Overy LLP

P.O. Box 3 Vika One Bishops Square N-0 Oslo London E 6AD Norway United Kingdom

AUDITORS

Ernst & Young AS

Vassbotnen N-33 Sandnes Norway

DEALERS

Barclays Bank PLC BNP PARIBAS

The North Colonnade 0 Harewood Avenue London E BB United Kingdom United Kingdom

Merrill Lynch International Société Générale

London ECA HQ 009 Paris United Kingdom France

The Royal Bank of Scotland plc UBS Limited

3 Bishopsgate Finsbury Avenue London EC2M 3UR London EC2M 2PP United Kingdom United Kingdom

Canary Wharf London NW 6AA

Citigroup Global Markets Limited Deutsche Bank AG, London Branch

Citigroup Centre Winchester House Canada Square Great Winchester Street Canary Wharf London EC2N 2DB London E LB United Kingdom

2 King Edward Street 29 boulevard Haussmann

AI assistant

Equinor — Capital/Financing Update 2010

3597_rns_2010-11-29_02787bbb-1bb8-4536-b6c3-2fab3edae635.pdf

Statoil Petroleum AS

US\$8,000,000,000 Euro Medium Term Note Programme

An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors".

Arranger Barclays Capital

Dealers

DESCRIPTION OF THE PROGRAMME

RISK FACTORS

Factors that may affect the Issuer's ability to fulMl its obligation under Notes issued under the Programme and the Guarantor's ability to fulMl its obligations under the Guarantee

Investors are relying solely on the creditworthiness of the Issuer and the Guarantor

Risks Related to Statoil's Business

A substantial or prolonged decline in oil or natural gas prices would have a material adverse effect on Statoil.

Exploratory drilling involves numerous risks, including the risk that Statoil will encounter no commercially productive oil or natural gas reservoirs, which could materially adversely affect Statoil's results.

If Statoil fails to acquire or Knd and develop additional reserves, Statoil's reserves and production will decline materially from their current levels.

Statoil faces challenges in achieving its strategic objective of successfully exploiting growth opportunities.

Statoil's development projects involve many uncertainties and operating risks that can prevent it from realising proKts and can cause substantial losses.

Statoil faces challenges in the renewable energy sector.

Statoil may not be able to produce some of its oil and gas economically due to a lack of necessary transportation infrastructure when a Keld is in a remote location.

Some of Statoil's international interests are located in politically, economically and socially unstable areas, which could disrupt its operations.

Statoil's operations are subject to political and legal factors in the countries in which it operates.

Statoil's activities in certain countries could lead to sanctions.

Statoil is exposed to potentially adverse changes in the tax regimes of each jurisdiction in which it operates.

Statoil is exposed to potential losses and could be seriously harmed by natural disasters or operational catastrophes or security breaches.

Statoil's crisis management systems may be ineffective.

The crude oil and natural gas reserve data in this Offering Circular are only estimates, and Statoil's future production, revenues and expenditures with respect to its reserves may differ materially from these estimates.

Statoil faces foreign exchange risks that could adversely affect its results of operations.

Statoil is exposed to risks relating to trading and supply activities.

The global Knancial turmoil may have impacts on Statoil's liquidity and Knancial condition that Statoil cannot currently predict.

Statoil may fail to attract and retain senior management and skilled personnel.

Failure to meet Statoil's ethical and social standards could harm Statoil's reputation and business.

Risks Related to the Regulatory Regime

Statoil may incur material costs in connection with complying with, or as a result of, health, safety and environmental laws and regulations.

Risk of increased regulation due to the Deepwater Horizon accident and BP's oil spill in the Gulf of Mexico

Political and economic policies of the Norwegian State could affect Statoil's business.

Risks Related to Statoil's Ownership by the Norwegian State

Factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme

The Notes may not be a suitable investment for all investors

Risks related to the structure of a particular issue of Notes

Notes subject to optional redemption by the Issuer

Index Linked Notes and Dual Currency Notes

Partly-paid Notes

Variable rate Notes with a multiplier or other leverage factor

Inverse Floating Rate Notes

Fixed/Floating Rate Notes

Notes issued at a substantial discount or premium

Risks related to Notes generally

ModiKcation, waivers and substitution

EU Savings Directive

Change of law

Trading in the clearing systems

Because the Global Notes are held by or on behalf of Euroclear and Clearstream, Luxembourg, investors will have to rely on their procedures for transfer, payment and communication with Statoil.

Risks related to the market generally

The secondary market generally

Exchange rate risks and exchange controls

Interest rate risks

Credit ratings may not reMect all risks

Legal investment considerations may restrict certain investments

DOCUMENTS INCORPORATED BY REFERENCE

FORM OF THE NOTES

1. General

2. Form of Final Terms

STATOIL ASA

Guaranteed by STATOIL PETROLEUM AS

PART A – CONTRACTUAL TERMS

GENERAL PROVISIONS APPLICABLE TO THE NOTES

[(ii) New Global Notes: [Yes][No]]

Purpose of Final Terms

No Breach of Borrowing Limit

Responsibility

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

2. RATINGS

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

6. PERFORMANCE OF INDEX/FORMULA, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING (Index-Linked Notes only)

7. PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ONVALUE OF INVESTMENT (Dual Currency Notes only)

8. OPERATIONAL INFORMATION

TERMS AND CONDITIONS OF THE NOTES

Equinor Capital/Financing Update 2010