Equinor — Capital/Financing Update 2016

Oct 27, 2016

Statoil ASA: Share capital increase for issue of dividend shares in connection with payment of dividend for second quarter 2016

Statoil ASA: Share capital increase for issue of dividend shares in connection with payment of dividend for second quarter 2016

NOT FOR RELEASE IN OR INTO CANADA, JAPAN, AUSTRIA, POLAND, ESTONIA, ICELAND OR

ANY OTHER JURISDICTION IN WHICH THE RELEASE WOULD BE UNLAWFUL

Based on the authorisation granted by the annual general meeting 11 May 2016,

the board of directors of Statoil ASA (OSE:STL, NYSE:STO) has on 26 October

2016 resolved to increase the share capital in connection with the payment of

dividend for the second  quarter 2016 on the following terms and conditions:

1. The share capital is increased with an amount of minimum NOK 2.50 and

maximum NOK 400,000,000. The new shares shall have a nominal value of NOK

2.50.

2. Subscription price:

a) For shareholders on Oslo Børs (Oslo Stock Exchange) the subscription

price is equal to the volume-weighted average share price on  Oslo Børs of

the last two trading days of the subscription period for the dividend

issue, with a deduction for a discount of 5 %.

b) For ADR-holders under the ADR program in the US, the subscription price

is equal to the subscription price for the shareholders on Oslo Børs

converted into USD based on an average of the Central Bank of Norway's USD

exchange rate over the last two trading days of the subscription period.

3. Only shareholders of Statoil as of the expiry of 31 October 2016 on New

York Stock Exchange and 1 November 2016 for shareholders on Oslo Børs , as

registered in Statoil's shareholder register with the Norwegian Central

Securities Depository (VPS) as of expiry of 3 November 2016, are entitled

to subscribe for shares.

4. The new shares may not be subscribed for by shareholders in jurisdictions

in which an offer to subscribe would be unlawful for the relevant

shareholder.

5. Subscription of the new shares shall be carried out in accordance with the

following:

a) Each of these shareholders can choose to receive their dividend wholly

or partially in cash or newly issued shares and therefore are entitled to

use in whole or in part the net dividends that the relevant shareholder is

entitled to for the second quarter of 2016, to subscribe for shares in the

company. The contribution will be settled by way of set-off against the

subscribers' entitlement to net dividend from the company. Dividend in USD

which shall be used as contribution shall be converted into NOK by using

the same exchange rate between USD and NOK as set out under item 2 b)

above. All subscriptions will be rounded down to the nearest whole number

of shares. Any part of the net dividend not used to settle the subscribed

shares, shall be paid in cash.

b) The Norwegian State has undertaken to participate in the dividend offer

by using the part of its quarterly dividend to subscribe for the number of

shares that is required to maintain its ownership interest of 67% in

Statoil.

6. Each shareholder will be allocated the number of shares equal to the amount

each shareholder has subscribed for during the subscription period, cf.

item 5 above, divided by the subscription price, cf. item 2 above. No

fractional shares will be allocated.

7. The subscription period shall commence at the latest on or about 21

November  2016. The subscription period shall be at least 10 business days

for ordinary shareholders. Subscription of shares shall take place

electronically or on a designated subscription form within the expiry of

the subscription period.

8. ADR-holders under the ADR program in the US may make their election through

Deutsche Bank as the depositary and receiving agent for the ADR program.

9. The new shares give shareholders rights in the company, including the right

to dividends, from the registration of the share capital increase in the

Norwegian Register of Business Enterprises. At the same time, section 3 of

the Articles of Association shall be amended to reflect the new share

capital.

10. The estimated costs for the share capital increase are NOK 5 million.

KPMG has prepared a statement according to the Norwegian Public Limited

Liability Companies Act section 2-6 first and second paragraph, cf. section

10-2 third paragraph.

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

(Norwegian Securities Trading Act)

This announcement and the information contained herein does not constitute or

form a part of, and should not be construed as, an offer for sale or

subscription for or solicitation or invitation of any offer to subscribe for or

purchase of dividend shares or any other securities of the Company and cannot be

relied on for any investment contract or decision.

It may be unlawful to distribute this announcement in certain jurisdictions.

This announcement is not for distribution in any jurisdiction in which prior

registration or approval is required for that purpose. No steps have been taken

or will be taken in any jurisdiction outside of Norway in which such steps would

be required. No competent authority or any other regulatory body has passed upon

the adequacy of this document or approved or disapproved the distribution of

dividend shares outside of Norway. Any representation to the contrary may be a

criminal offense.