Equinor — Capital/Financing Update 2013

Oct 1, 2013

Statoil ASA

(incorporated with limited liability in the Kingdom of Norway) The Notes are unconditionally and irrevocably guaranteed by

Statoil Petroleum AS

(incorporated with limited liability in the Kingdom of Norway)

Issue of

(i) €850,000,000 2.000 per cent. Notes due 2020 (the 2020 Notes), (ii) €650,000,000 2.875 per cent. Notes due 2025 (the 2025 Notes) and (iii) £350,000,000 4.250 per cent. Notes due 2041 (the 2041 Notes)

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

Application has been made to the Financial Conduct Authority in its capacity as competent authority (the UK Listing Authority) for (i) the 2020 Notes, (ii) the 2025 Notes and (iii) the 2041 Notes (together with the 2020 Notes and 2025 Notes, the Notes) to be admitted to the official list of the UK Listing Authority (the Official List) and to the London Stock Exchange plc (the London Stock Exchange) for the Notes to be admitted to trading on the London Stock Exchange's regulated market. 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).

The 2020 Notes mature on 10 September 2020, the 2025 Notes mature on 10 September 2025 and the 2041 Notes mature on 10 April 2041. The Notes are subject to redemption at the option of the Issuer in whole but not in part at the Optional Redemption Amount (as defined in the terms and conditions of each of the Notes).

The Issuer has been rated Aa2 by Moody's Investors Service Ltd (Moody's) and AA- by Standard & Poor's Credit Market Services Europe Limited (S&P). 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. Each of Moody's and S&P are established in the European Union and are registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation).

This Drawdown Prospectus is to be read in conjunction with all documents which are incorporated herein by reference (see "Documents Incorporated by Reference" below). This Drawdown Prospectus should be read and construed on the basis that such documents are incorporated in and form part of this Drawdown Prospectus.

An investment in the Notes involves certain risks. Prospective investors should have regard to the factors described under the heading "Risk Factors" on pages 11 to 29 of the Offering Circular (as defined below).

Joint Lead Managers

Barclays BNP PARIBAS Deutsche Bank The Royal Bank of Scotland

1 October 2013

This Drawdown Prospectus comprises a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC as amended (which includes the amendments made by Directive 2010/73/EU (the 2010 PD Amending Directive) to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area) (the Prospectus Directive).

The Issuer and the Guarantor (the Responsible Persons) accept responsibility for the information contained in this Drawdown Prospectus. 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 Drawdown Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

No person is or has been authorised to give any information or to make any representation not contained in or not consistent with this Drawdown Prospectus or any other information supplied in connection with the offering of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Guarantor or any of the Joint Lead Managers.

Neither this Drawdown Prospectus nor any other information supplied in connection with the offering of the 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 or any of the Joint Lead Managers that any recipient of this Drawdown Prospectus or any other information supplied in connection with the offering of the Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and/or the Guarantor. Neither this Drawdown Prospectus nor any other information supplied in connection with the offering of the Notes constitutes an offer by or on behalf of the Issuer, the Guarantor or any of the Joint Lead Managers to any person to subscribe for or to purchase any Notes.

The delivery of this Drawdown Prospectus 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 Offering of the Notes is correct as of any time subsequent to the date indicated in the document containing the same.

The distribution of this Drawdown Prospectus and the offer or sale of the Notes may be restricted by law in certain jurisdictions. The Issuer, the Guarantor and the Joint Lead Managers do not represent that this Drawdown Prospectus may be lawfully distributed, or that the 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 Drawdown Prospectus 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. Persons into whose possession this Drawdown Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions. In particular, there are restrictions on the distribution of this Drawdown Prospectus 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" on pages 93 to 96 of the Offering Circular).

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, the Notes may not be offered, sold or delivered within the United States or to or for the account or benefit of U.S. persons (see "Subscription and Sale" on pages 93 to 96 of the Offering Circular).

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 sufficient 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 Drawdown Prospectus;
• (ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio;
• (iii) have sufficient financial 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 financial markets; and
• (v) be able to evaluate (either alone or with the help of a financial 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 financial instruments. Sophisticated institutional investors generally do not purchase complex financial instruments as stand-alone investments. They purchase complex financial 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 financial instruments unless it has the expertise (either alone or with a financial 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.

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) the Notes are legal investments for it, (2) the Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of the Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of the Notes under any applicable risk based capital or similar rules.

All references in this Drawdown Prospectus 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.

TABLE OF CONTENTS

Documents Incorporated by Reference	6
Risk Factors	7
Terms and Conditions of the 2020 Notes	8
Other Information in relation to the 2020 Notes	12
Terms and Conditions of the 2025 Notes	13
Other Information in relation to the 2025 Notes	17
Terms and Conditions of the 2041 Notes	18
Other Information in relation to the 2041 Notes	22

DOCUMENTS INCORPORATED BY REFERENCE

The following documents which have previously been published have been filed with the Financial Conduct Authority shall be incorporated in, and form part of, this Drawdown Prospectus:

• (a) the Offering Circular dated 15 August 2013 (excluding the section entitled "Documents Incorporated by Reference" on pages 30 to 31 thereof and the section entitled "Form of Final Terms" on pages 34 to 41 thereof) (the Offering Circular);
• (b) the reports of auditors and the consolidated audited annual financial statements for the financial years ended 31 December 2012 and 31 December 2011 of Statoil ASA contained on pages 151 to 219 of Statoil ASA's Annual Report on Form 20-F for the year ended 31 December 2012 which were prepared under International Financial Reporting Standards and International Financial Reporting Standards as adopted by the EU;
• (c) the management's report and the auditor's report on Statoil ASA's internal controls over financial reporting as at 31 December 2012 contained on pages 150 and 220, respectively, of Statoil ASA's Annual Report on Form 20-F for the year ended 31 December 2012;
• (d) the unaudited consolidated financial statements of Statoil ASA for the period ended 30 June 2013 contained on pages 31 to 41 of Statoil ASA's Financial statements and review – 2nd quarter 2013 which were prepared in accordance with International Accounting Standard 34 Interim Financial Reporting as issued by the International Accounting Standards Board and as adopted by the EU; and
• (e) the reports of auditors and the non-consolidated audited annual financial statements for the financial years ended 31 December 2012 and 31 December 2011 of Statoil Petroleum AS which were prepared in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway.

Copies of documents incorporated by reference in this Drawdown Prospectus are available for viewing on the website of the Issuer (www.statoil.com/en/investorcentre/pages/ default.aspx) and can be obtained from the registered offices of the Issuer and the Guarantor and from the specified offices 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 Drawdown Prospectus shall not form part of this Drawdown Prospectus.

Certain information contained in the documents listed above has not been incorporated by reference in this Drawdown Prospectus. Such information is either (i) not considered by the Issuer to be relevant for prospective investors in the Notes or (ii) is covered elsewhere in this Drawdown Prospectus.

RISK FACTORS

The Issuer believes that the factors set out in the section entitled "Risk Factors" on pages 11 to 29 of the Offering Circular as incorporated by reference into this Drawdown Prospectus may affect its ability to fulfil its obligations under the Notes. Most of those factors are contingencies and the Issuer is not in a position to express a view on the likelihood of any 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 described in the section entitled "Risk Factors" on pages 11 to 29 of the Offering Circular as incorporated by reference into this Drawdown Prospectus. The Issuer believes that those factors represent the principal risks inherent in investing in the Notes, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with any Notes may occur for other reasons which may not be considered significant risks by the Issuer based on information currently available to it or which it may not currently be able to anticipate. Prospective investors should also read the detailed information set out elsewhere in this Drawdown Prospectus and the documents incorporated by reference herein and reach their own views prior to making any investment decision.

TERMS AND CONDITIONS OF THE 2020 NOTES

The Terms and Conditions of the 2020 Notes shall consist of the terms and conditions set out in the Offering Circular (the Programme Conditions) as amended or supplemented below. References in the Programme Conditions to the Final Terms shall be deemed to refer to the terms set out below.

STATOIL ASA

Guaranteed by STATOIL PETROLEUM AS

Issue of €850,000,000 2.000 per cent. Notes due 2020 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 defined as such for the purposes of the Conditions set forth in the Offering Circular dated 15 August 2013. This document must be read in conjunction with the Offering Circular. The Offering Circular is available for viewing during normal business hours at and copies may be obtained from the registered offices of the Issuer and the Guarantor and from the specified office of each of the Paying Agents. In addition, the Offering Circular has been published on the website of the London Stock Exchange through a regulatory information service (http://www.londonstockexchange.com/exchange/news/ market-news/marketnews-home.html).

1.	(i)	Issuer:	Statoil ASA
	(ii)	Guarantor:	Statoil Petroleum AS
2.	(i)	Series Number:	2013-2
	(ii)	Tranche Number:	1
	(iii)	Date on which the Notes will be consolidated and form a single Series:	Not Applicable
3.	Specified Currency or Currencies:		Euro (€)
4.	Aggregate Nominal Amount:
	(i)	Series:	€850,000,000
	(ii)	Tranche:	€850,000,000
5.		Issue Price:	99.297 per cent. of the Aggregate Nominal Amount
6.	(i)	Specified Denominations:	€100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000. No Notes in definitive form will be issued with a denomination above €199,000.
	(ii)	Calculation Amount:	€1,000

7.	(i)	Issue Date and Interest Commencement Date:	10 September 2013
8.	Maturity Date:		10 September 2020
9.	Interest Basis:		2.000 per cent. Fixed rate (see paragraph 13 below)
10.		Redemption/ Payment Basis:	Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount
11.		Change of Interest Basis or Redemption/ Payment Basis:	Not Applicable
12.		Put/Call Options:	Issuer Call (see paragraph 16 below)
		Provisions Relating to Interest (if any) Payable
13.		Fixed Rate Note Provisions	Applicable
	(i)	Rates of Interest.	2.000 per cent per annum (payable annually in arrear)
	(ii)	Interest Payment Date(s):	10 September in each year up to and including the Maturity Date
	(iii)	Fixed Coupon Amounts:	€20.00 per Calculation Amount
	(iv)	Day Count Fraction:	Actual/Actual (ICMA)
	(v)	Determination Date(s):	10 September in each year
14.		Floating Rate Note Provisions	Not Applicable
15.		Zero Coupon Note Provisions	Not Applicable
		Provisions Relating to Redemption
16.	Issuer Call		Applicable
	(i)	Optional Redemption Date(s):	Subject to the detailed provisions of Condition 6(c), the Issuer may at its option and at any time, having given not less than 15 nor more than 30 days' notice to the Noteholders in accordance with Condition 13, redeem, all, but not some only, of the Notes
	(ii)	Optional Redemption Amount(s) and method, if any, of calculation of such amount(s):	The Make Whole Redemption Amount (as defined below), together, in each case, with interest (if any) accrued to but excluding the date

of redemption.

Make Whole Redemption Amount means, in respect of each Note, the higher of (a) the principal amount of such Note and (b) the price, as determined by the Calculation Agent on the Reference Date, equal to (i) the principal amount of such Note discounted from the Maturity Date, plus (ii) the present values of scheduled interest accruing from (and including) the relevant Optional Redemption Date to (but excluding) the Maturity Date, discounted from the Maturity Date. The present values calculated in (i) and (ii) above shall be calculated by discounting the relevant amounts to the date when the Note is to be redeemed on an annual basis at the Adjusted Yield. For these purposes only:

Adjusted Yield means the Bond Yield, plus 0.10 per cent.;

Bond Yield means the rate per annum equal to the annual yield to maturity of the Reference Bond on the Reference Date;

Business Days means a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets are open for business in London;

Calculation Agent means the independent investment bank or financial institution selected by the Issuer for the purposes of performing any of the functions expressed to be performed by it under these Final Terms or the Conditions;

Reference Bond means DBR 2.250 per cent. due 2020 (ISIN:DE0001135416) or, if such security is no longer in issue, such other DBR in issue on or about the Reference Date as the Calculation Agent may, with the advice of the Reference Market Makers, determine to be appropriate by way of substitution for the DBR 2.250 per cent. due 2020;

Reference Date means the date which is three Business Days prior to the date fixed for redemption by the Issuer; and

Reference Market Makers means three brokers or market makers of European government bonds selected by the Calculation Agent or such other three persons operating in the European

government bonds market as are selected by the Calculation Agent in consultation with the Issuer.

	(a)	Minimum Redemption Amount:	Not Applicable
	(b)	Higher Redemption Amount:	Not Applicable
17.	Investor Put		Not Applicable
18.		Final Redemption Amount	£1,000 per Calculation Amount
19.	event of default:	Early Redemption Amount(s) payable on redemption for taxation reasons or on	As set out in Condition 6(e)
		GENERAL PROVISIONS APPLICABLE TO THE NOTES
20.	Form of Notes:
	(i) Form:		Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes upon only upon the occurrence of an Exchange Event
	(ii)	New Global Notes:	Yes
21.		Additional Financial Centre(s):	Not Applicable

22. U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D

(iii) If redeemable in part:

11

OTHER INFORMATION IN RELATION TO THE 2020 NOTES

1. LISTING AND ADMISSION TO TRADING

• (i) Listing and admission to trading: Application is made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's regulated market and listed on the Official List of the UK Listing Authority following the Issue Date.
• (ii) Estimate of total expenses related to admission to trading: £3,650

2. RATINGS

Ratings: The Programme has been rated: Moody's: Aa2 S & P: AA-

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

Save for any fees payable to the Managers, no person involved in the issue of the Notes has an interest material to the offer. The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and the Guarantor and their affiliates in the ordinary course of business.

4. YIELD

Indication of yield: 2.109 per cent.

5. OPERATIONAL INFORMATION

• (i) ISIN Code: XS0969574325 (ii) Common Code: 096957432 (iii) Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream, Luxembourg, société anonyme and the Not Applicable
• relevant identification number(s): (iv) Delivery: Delivery against payment
• (v) Names and addresses of additional Paying Agent(s) (if any): Not Applicable

TERMS AND CONDITIONS OF THE 2025 NOTES

The Terms and Conditions of the 2025 Notes shall consist of the Programme Conditions as amended or supplemented below. References in the Programme Conditions to the Final Terms shall be deemed to refer to the terms set out below.

STATOIL ASA

Guaranteed by STATOIL PETROLEUM AS

Issue of €650,000,000 2.875 per cent. Notes due 2025 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 defined as such for the purposes of the Conditions set forth in the Offering Circular dated 15 August 2013. This document must be read in conjunction with the Offering Circular. The Offering Circular is available for viewing during normal business hours at and copies may be obtained from the registered offices of the Issuer and the Guarantor and from the specified office of each of the Paying Agents. In addition, the Offering Circular has been published on the website of the London Stock Exchange through a regulatory information service (http://www.londonstockexchange.com/exchange/news/ market-news/marketnews-home.html).

1	(i)	Issuer:	Statoil ASA
	(ii)	Guarantor:	Statoil Petroleum AS
2.	(i)	Series Number:	2013-3
	(ii)	Tranche Number:	1
	(iii)	Date on which the Notes will be consolidated and form a single Series:	Not Applicable
3.		Specified Currency or Currencies:	Euro (€)
4.	Aggregate Nominal Amount:
	(i)	Series:	€650,000,000
	(ii)	Tranche:	€650,000,000
5.		Issue Price:	99.450 per cent. of the Aggregate Nominal Amount
6.	(i)	Specified Denominations:	€100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000. No Notes in definitive form will be issued with a denomination above €199,000.
	(ii)	Calculation Amount:	€1,000
7.	(i)	Issue Date and Interest Commencement Date:	10 September 2013

8.	Maturity Date:		10 September 2025
9.		Interest Basis:	2.875 per cent. Fixed rate (see paragraph 13 below)
10.		Redemption/ Payment Basis:	Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount
11.		Change of Interest Basis or Redemption/ Payment Basis:	Not Applicable
12.	Put/Call Options:		Issuer Call (see paragraph 16 below)
		Provisions Relating to Interest (if any) Payable
13.		Fixed Rate Note Provisions	Applicable
	(i)	Rates of Interest.	2.875 per cent per annum (payable annually in arrear)
	(ii)	Interest Payment Date(s):	10 September in each year up to and including the Maturity Date
	(iii)	Fixed Coupon Amounts:	€28.75 per Calculation Amount
	(iv)	Day Count Fraction:	Actual/Actual (ICMA)
	(v)	Determination Date(s):	10 September in each year
14.		Floating Rate Note Provisions	Not Applicable
15.		Zero Coupon Note Provisions	Not Applicable
		Provisions Relating to Redemption
16.	Issuer Call		Applicable
	(i)	Optional Redemption Date(s):	Subject to the detailed provisions of Condition 6(c), the Issuer may at its option and at any time, having given not less than 15 nor more than 30 days' notice to the Noteholders in accordance with Condition 13, redeem, all, but not some only, of the Notes
	(ii)	Optional Redemption Amount(s) and method, if any, of calculation of such amount(s):	The Make Whole Redemption Amount (as defined below), together, in each case, with interest (if any) accrued to but excluding the date of redemption.

Make Whole Redemption Amount means, in

respect of each Note, the higher of (a) the principal amount of such Note and (b) the price, as determined by the Calculation Agent on the Reference Date, equal to (i) the principal amount of such Note discounted from the Maturity Date, plus (ii) the present values of scheduled interest accruing from (and including) the relevant Optional Redemption Date to (but excluding) the Maturity Date, discounted from the Maturity Date. The present values calculated in (i) and (ii) above shall be calculated by discounting the relevant amounts to the date when the Note is to be redeemed on an annual basis at the Adjusted Yield. For these purposes only:

Adjusted Yield means the Bond Yield, plus 0.15 per cent.;

Bond Yield means the rate per annum equal to the annual yield to maturity of the Reference Bond on the Reference Date;

Business Days means a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets are open for business in London;

Calculation Agent means the independent investment bank or financial institution selected by the Issuer for the purposes of performing any of the functions expressed to be performed by it under these Final Terms or the Conditions;

Reference Bond means DBR 1.500 per cent. due 2023 (ISIN: DE0001102317) or, if such security is no longer in issue, such other DBR in issue on or about the Reference Date as the Calculation Agent may, with the advice of the Reference Market Makers, determine to be appropriate by way of substitution for the DBR 1.500 per cent. due 2023;

Reference Date means the date which is three Business Days prior to the date fixed for redemption by the Issuer; and

Reference Market Makers means three brokers or market makers of European government bonds selected by the Calculation Agent or such other three persons operating in the European government bonds market as are selected by the Calculation Agent in consultation with the Issuer.

(iii) If redeemable in part:

	(a)	Minimum Redemption Amount:	Not Applicable
	(b)	Higher Redemption Amount:	Not Applicable
17.	Investor Put		Not Applicable
18.		Final Redemption Amount	£1,000 per Calculation Amount
19.	event of default:	Early Redemption Amount(s) payable on redemption for taxation reasons or on	As set out in Condition 6(e)
		GENERAL PROVISIONS APPLICABLE TO THE NOTES
20.	Form of Notes:
	(i) Form:		Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes upon only upon the occurrence of an Exchange Event
	(ii)	New Global Notes:	Yes
21.		Additional Financial Centre(s):	Not Applicable
22.		U.S. Selling Restrictions:	Reg. S Compliance Category 2; TEFRA D

OTHER INFORMATION IN RELATION TO THE 2025 NOTES

1. LISTING AND ADMISSION TO TRADING

• (i) Listing and admission to trading: Application is made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's regulated market and listed on the Official List of the UK Listing Authority following the Issue Date.
• (ii) Estimate of total expenses related to admission to trading: £3,650

2. RATINGS

Ratings: The Programme has been rated: Moody's: Aa2 S & P: AA-

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

Save for any fees payable to the Managers, no person involved in the issue of the Notes has an interest material to the offer. The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and the Guarantor and their affiliates in the ordinary course of business.

4. YIELD

Indication of yield: 2.930 per cent.

5. OPERATIONAL INFORMATION

number(s):

• (i) ISIN Code: XS0969572204 (ii) Common Code: 096957220 (iii) Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream, Luxembourg, société anonyme and the relevant identification Not Applicable
• (iv) Delivery: Delivery against payment
• (v) Names and addresses of additional Paying Agent(s) (if any): Not Applicable

TERMS AND CONDITIONS OF THE 2041 NOTES

The Terms and Conditions of the 2041 Notes shall consist of the Programme Conditions as amended or supplemented below. References in the Programme Conditions to the Final Terms shall be deemed to refer to the terms set out below.

STATOIL ASA

Guaranteed by STATOIL PETROLEUM AS

Issue of £350,000,000 4.250 per cent. Notes due 2041 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 defined as such for the purposes of the Conditions set forth in the Offering Circular dated 15 August 2013. This document must be read in conjunction with the Offering Circular. The Offering Circular is available for viewing during normal business hours at and copies may be obtained from the registered offices of the Issuer and the Guarantor and from the specified office of each of the Paying Agents. In addition, the Offering Circular has been published on the website of the London Stock Exchange through a regulatory information service (http://www.londonstockexchange.com/exchange/news/ market-news/marketnews-home.html).

1	(i)	Issuer:	Statoil ASA
	(ii)	Guarantor:	Statoil Petroleum AS
2.	(i)	Series Number:	2013-4
	(ii)	Tranche Number:	1
	(iii)	Date on which the Notes will be consolidated and form a single Series:	Not Applicable
3.		Specified Currency or Currencies:	Pounds Sterling (£)
4.	Aggregate Nominal Amount:
	(i)	Series:	£350,000,000
	(ii)	Tranche:	£350,000,000
5.		Issue Price:	99.805 per cent. of the Aggregate Nominal Amount
6.	(i)	Specified Denominations:	£100,000 and integral multiples of £1,000 in excess thereof up to and including £199,000. No Notes in definitive form will be issued with a denomination above £199,000.
	(ii)	Calculation Amount:	£1,000
7.	(i)	Issue Date and Interest Commencement Date:	10 September 2013

8.	Maturity Date:		10 April 2041
9.	Interest Basis:		4.250 per cent. Fixed rate (see paragraph 13 below)
10.	Redemption/ Payment Basis:		Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount
11.		Change of Interest Basis or Redemption/ Payment Basis:	Not Applicable
12.		Put/Call Options:	Issuer Call (see paragraph 16 below)
		Provisions Relating to Interest (if any) Payable
13.		Fixed Rate Note Provisions	Applicable
	(i)	Rates of Interest.	4.250 per cent per annum (payable annually in arrear)
	(ii)	Interest Payment Date(s):	10 April in each year, commencing on 10 April 2014, up to and including the Maturity Date. There will be a short first coupon from, and including, the Interest Commencement Date to, but excluding, the Interest Payment Date falling on 10 April 2014.
	(iii)	Fixed Coupon Amounts:	£42.50 per Calculation Amount other than in respect of the short first coupon (as to which see paragraph 13(iv) below)
	(iv)	Broken Amount(s):	£24.68 per Calculation Amount, payable on the Interest Payment Date falling on 10 April 2014
	(v)	Day Count Fraction:	Actual/Actual (ICMA)
	(vi)	Determination Date(s):	10 April in each year
14.	Floating Rate Note Provisions		Not Applicable
15.	Zero Coupon Note Provisions		Not Applicable
		Provisions Relating to Redemption
16.	Issuer Call		Applicable
	(i)	Optional Redemption Date(s):	Subject to the detailed provisions of Condition 6(c), the Issuer may at its option and at any time, having given not less than 15 nor more than 30 days' notice to the Noteholders in accordance

with Condition 13, redeem, all, but not some only, of the Notes

(ii) Optional Redemption Amount(s) and method, if any, of calculation of such amount(s):

The Make Whole Redemption Amount (as defined below), together, in each case, with interest (if any) accrued to but excluding the date of redemption.

Make Whole Redemption Amount means, in respect of each Note, the higher of (a) the principal amount of such Note and (b) the price, as determined by the Calculation Agent on the Reference Date, equal to (i) the principal amount of such Note discounted from the Maturity Date, plus (ii) the present values of scheduled interest accruing from (and including) the relevant Optional Redemption Date to (but excluding) the Maturity Date, discounted from the Maturity Date. The present values calculated in (i) and (ii) above shall be calculated by discounting the relevant amounts to the date when the Note is to be redeemed on an annual basis at the Adjusted Yield. For these purposes only:

Adjusted Yield means the Bond Yield, plus 0.10 per cent.;

Bond Yield means the rate per annum equal to the annual yield to maturity of the Reference Bond on the Reference Date;

Business Days means a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets are open for business in London;

Calculation Agent means the independent investment bank or financial institution selected by the Issuer for the purposes of performing any of the functions expressed to be performed by it under these Final Terms or the Conditions;

Reference Bond means UKT 4.750 per cent. due December 2038 (ISIN: GB00B00NY175) or, if such security is no longer in issue, such other UKT in issue on or about the Reference Date as the Calculation Agent may, with the advice of the Reference Market Makers, determine to be appropriate by way of substitution for the UKT 4.750 per cent. due December 2038;

Reference Date means the date which is three Business Days prior to the date fixed for redemption by the Issuer; and

				Reference Market Makers means three brokers or market makers of United Kingdom government security selected by the Calculation Agent or such other three persons operating in the European government bonds market as are selected by the Calculation Agent in consultation with the Issuer.
	(iii)		If redeemable in part:
		(a)	Minimum Redemption Amount:	Not Applicable
		(b)	Higher Redemption Amount:	Not Applicable
17.		Investor Put		Not Applicable
18.	Final Redemption Amount			£1,000 per Calculation Amount
19.	Early Redemption Amount(s) payable on redemption for taxation reasons or on event of default:			As set out in Condition 6(e)
			GENERAL PROVISIONS APPLICABLE TO THE NOTES
20.		Form of Notes:
	(i) Form:			Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes upon only upon the occurrence of an Exchange Event
	(ii)		New Global Notes:	Yes
21.			Additional Financial Centre(s):	Not Applicable
22.			U.S. Selling Restrictions:	Reg. S Compliance Category 2; TEFRA D

OTHER INFORMATION IN RELATION TO THE 2041 NOTES

1. LISTING AND ADMISSION TO TRADING

• (i) Listing and admission to trading: Application is made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's regulated market and listed on the Official List of the UK Listing Authority following the Issue Date.
• (ii) Estimate of total expenses related to admission to trading: £3,600

2. RATINGS

Ratings: The Programme has been rated: Moody's: Aa2 S & P: AA-

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

Save for any fees payable to the Managers, no person involved in the issue of the Notes has an interest material to the offer. The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and the Guarantor and their affiliates in the ordinary course of business.

4. YIELD

Indication of yield: 4.263 per cent.

5. OPERATIONAL INFORMATION

• (i) ISIN Code: XS0969574598 (ii) Common Code: 096957459 (iii) Any clearing system(s) other Not Applicable
• than Euroclear Bank S.A./N.V. and Clearstream, Luxembourg, société anonyme and the relevant identification number(s):
• (iv) Delivery: Delivery against payment
• (v) Names and addresses of additional Paying Agent(s) (if any): Not Applicable

THE ISSUER

Registered Office

Statoil ASA

Forusbeen 50 N-4035 Stavanger Norway

THE GUARANTOR

Statoil Petroleum AS Forusbeen 50 N-4035 Stavanger Norway

ISSUING AND PRINCIPAL PAYING AGENT

The Bank of New York Mellon

One Canada Square London E14 5AL United Kingdom

PAYING AGENT

The Bank of New York Mellon

(Luxembourg) S.A. Vertigo Building – Polaris 2-4 rue, Eugène Ruppert L-2453 Luxembourg

LEGAL ADVISERS

To the Issuer as to Norwegian law

Åse Koll Lunde

Statoil, Forusbeen 50 N-4035 Stavanger Norway

as to English law

Sullivan & Cromwell LLP

1 New Fetter Lane London EC4A 1AN United Kingdom

To the Joint Lead Managers

as to Norwegian law as to English law

Wikborg, Rein & Co. DA Allen & Overy LLP Advokatfirma One Bishops Square P.O. Box 1513 Vika London E1 6AD N-0117 Oslo United Kingdom Norway

JOINT LEAD MANAGERS

Barclays Bank PLC BNP Paribas

5 The North Colonnade 10 Harewood Avenue London E14 4BB United Kingdom United Kingdom

Deutsche Bank AG, London

Branch Winchester House 135 Bishopsgate 1 Great Winchester Street London EC2M 3UR London EC2N 2DB United Kingdom United Kingdom

Canary Wharf London NW1 6AA

The Royal Bank of

Scotland plc