Equinor

Transaction in Own Shares • Jul 28, 2021

Equinor commences first tranche in share buy-back programme

Equinor commences first tranche in share buy-back programme

Equinor (OSE: EQNR, NYSE: EQNR) today commences the first tranche of around USD

300 million, of the new share buy-back programme announced at the Capital

Markets Day on 15 June 2021.

At the Capital Markets Day Equinor announced a competitive capital distribution

with an increase of the quarterly cash dividend to 18 cents per share and the

start of a new share buy-back programme, providing a capital distribution

structure with increased flexibility.

The first tranche of the share buy-back programme is up to USD 300 million,

including shares to be redeemed from the Norwegian State, and will end no later

than 28 September 2021. For 2021 the share buy-back programme is expected at USD

600 million, including shares to be redeemed from the Norwegian State.

Starting in 2022 the annual share buy-back programme of around USD 1.2 billion

is expected to be executed when Brent oil prices are in or above the range of

50-60 USD/bbl, Equinor's net debt ratio(1) stays within the communicated

ambition of 15-30% and this is supported by commodity prices.

The purpose of the share buy-back programme is to reduce the issued share

capital of the company. All shares repurchased as part of the programme will be

cancelled.

According to an agreement between Equinor and the Norwegian State, represented

by the Ministry of Petroleum and Energy, the Norwegian State will participate in

share buy-backs on a proportionate basis, ensuring that its ownership interest

in Equinor remains unchanged at 67%.

The share buy-back programme will be structured into tranches where Equinor will

buy back a certain value in USD of shares over a defined period. For the first

tranche, running from 28 July 2021 up to no later than 28 September 2021,

Equinor is entering into a non-discretionary agreement with a third party who

will make its trading decisions independently of the company.

In this first tranche, shares for up to around USD 100 million will be purchased

in the market, implying a total first tranche of around USD 300 million

including redemption of shares from the Norwegian State.

The execution of further tranches of the programme will be notified to the

market. Tranches executed after Equinor's next annual general meeting is

conditional upon future annual general meetings renewing the authorisation to

buy back own shares and renewal of the agreement with the Norwegian State.

Further information about the share buy-back programme and the first tranche:

The share buy-back programme is based upon the authorisation to purchase own

shares granted to the Board of Directors at the annual general meeting on 11 May

2021 and registered in the Norwegian register for business enterprises.

According to the authorisation, the maximum number of shares to be purchased in

the market is 75 000 000, the minimum price that can be paid for shares is NOK

50, and the maximum price is NOK 500. The authorisation is valid until the

earliest of 30 June 2022 and the annual general meeting in 2022.

As further described in the notice to the annual general meeting in 2021,

Equinor has an agreement with the Norwegian State whereby the State will vote

for the cancellation of shares purchased pursuant to the authorisation, and the

redemption of a proportionate number of its shares in order to maintain its

ownership share in the company. The price to be paid to the State for redemption

of shares shall be the volume-weighted average of the price paid by Equinor for

shares purchased in the market plus an interest rate compensation, adjusted for

any dividends paid, in the period up until final settlement with the State.

In the first tranche, shares will be purchased on the Oslo Stock Exchange. It

will be conducted in accordance within applicable safe harbour conditions, and

as further set out i.a. in the Norwegian Securities Trading Act of 2007, EU

Commission Regulation (EC) No 2016/1052 and the Oslo Stock Exchange's Guidelines

for buy-back programmes and price stabilisation February 2021.

Upon completion of the first tranche of the programme, the Board of Directors

will propose to the annual general meeting in 2022 to cancel purchased shares

and redeem the proportionate number of State shares. Any shares purchased in

subsequent tranches will follow a similar process with cancellation and

redemption at the following annual general meeting.

* * *

(1) Non GAAP measure

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Further information from

Investor relations

Peter Hutton, senior vice president Investor Relations,

+44 7881 918 792 (mobile)

Media

Sissel Rinde, vice president Media Relations,

+ 47 ?412 60 584 (mobile)

This is information that Equinor is obliged to make public pursuant to the EU

Market Abuse Regulation and subject to the disclosure requirements pursuant to

Section 5-12 the Norwegian Securities Trading Act.